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corresp

September 9, 2011

Via Edgar

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, DC 20549

Attention: Stephen G. Krikorian

    Re:

    Smith Micro Software, Inc. (File No. 000-26536)

Form 10-K for the Fiscal Year Ended December 31, 2010

Filed on February 25, 2011

Form 10-Q for the Fiscal Quarters Ended March 31

and June 30, 2011

Filed on May 4 and August 3, 2011

Dear Mr. Krikorian:

          We are filing this letter in response to a comment letter received from the Staff of the
Securities and Exchange Commission by letter dated August 25, 2011 with respect to the
above-referenced filings of Smith Micro Software, Inc. (the “Company”). The numbering of
the paragraphs below corresponds to the numbering of your letter, the text of which we have
incorporated into this response letter for convenience.

Form 10-K for the Fiscal Year Ended December 31, 2010 (the “Form 10-K”)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Year Ended December 31, 2010 Compared to Year Ended December 31, 2009, page 27

    1.

    We note that your Form 10-K was filed on February 25, 2011 and that “subsequent events [were]
evaluated as of the date of [the] filing.” Please tell us what consideration was given to
disclosing the 40% decrease in stock price between December 31, 2010 and your filing date.
Further, we note discussion in your financial results conference call on February 24, 2011 of
slow sell through for a large customer that was announced on February 8, 2011. Tell us what,
if any, consideration was given to disclosing any of these events or trends within your
revenue discussions.

Decrease in Stock Price

          As indicated in Comment No. 1, the Company stated in footnote 10 to the financial statements
of the Form 10-K that “subsequent events have been evaluated as of the date of this

51 Columbia, Aliso Viejo California 92656 phone: (949)362-5800 fax: (949)362-2300

Mr.
Stephen G. Krikorian

September 9, 2011

Page 2

filing and there are no further disclosures required.” Consistent with this statement, the Company
did consider whether the decline in stock price between December 31, 2010 (closing at $15.74) and
the Form 10-K filing date of February 25, 2011 (closing at $9.40) resulted in impairment of
goodwill and other intangible assets, which, if it occurred, could be material to a discussion of
subsequent events in the Form 10-K. A summary of the Company’s impairment analysis methodology,
including the effect of the decline in stock price on this analysis, are discussed below:

          Methodology

          The Company accounts for goodwill and other intangible assets in accordance FASB ASC Topic No.
350, Intangibles-Goodwill and Other, which requires that goodwill and other identifiable intangible
assets with indefinite useful lives be tested for impairment at least annually. The Company tests
goodwill and intangible assets for impairment in December of each year, or more frequently if
events and circumstances warrant.

          The Company has a process in place to continuously review triggering events that may indicate
a possible impairment of goodwill. The triggering events that we monitor are (i) stock
price/market capitalization, (ii) projected revenues, (iii) operating income, and (iv) the
introduction/sales of new products.

          Under ASC No. 350, goodwill impairment analysis is a two-step process. The first step, used
to identify potential impairment, compares the Company’s fair value to its net book value including
goodwill. If the fair value exceeds net book value, applicable goodwill is considered not to be
impaired. If the fair value is determined to be less than net book value, then in the second step,
the Company would calculate an implied fair value of the Company’s goodwill and compare it to its
carrying amount. If the carrying amount of goodwill exceeds the implied fair value, the Company
would recognize an impairment loss equal to that excess amount.

          Impairment Analysis as of December 31, 2010

          Using the above methodology, the Company estimated the fair value of its goodwill and other
intangible assets as of December 31, 2010 based on (i) the income approach, which included
discounted cash flows, as well as (ii) a market approach that utilized the Company’s earnings and
revenue multiples. Under the income approach, the Company’s discounted cash flows required
management’s judgment with respect to forecasted revenues, launch of new products, operating
expenses, working capital and the selection and use of an appropriate discount rate. Under the
market approach, the Company utilized comparable company analysis using market price data of stocks
of corporations that are actively traded in public, free and open markets, either on an exchange or
on an over-the-counter basis. Although it is clear that no two companies are entirely alike, the
only restrictive requirement imposed by this method is that the selected guideline companies were
engaged in the same or a similar line of business, distribution channel, and the like. In
selecting valuation multiples, we considered the business line and history, profitability, growth,
and risk of each guideline company relative to the Reporting Units. We applied the cash-free
market value of invested capital (MVIC)-to-revenue multiples to the Reporting Units’ actual
results. In addition, we applied the cash-free market value of MVIC-to-EBIT multiple to the
Wireless Reporting Unit. These valuation calculations were carried out by a third party,
Globalview Advisors LLC, which we engage each year for the annual goodwill impairment test
analysis.

51 Columbia, Aliso Viejo California 92656 phone: (949)362-5800 fax: (949)362-2300

Mr.
Stephen G. Krikorian

September 9, 2011

Page 3

          The Company’s fair value assessment resulted in a fair value that was marginally greater than
the Company’s carrying values for the Productivity & Graphics operating unit and was significantly
greater than the Company’s carrying value for the Wireless operating unit at December 31, 2010. In
accordance with the above methodology, the second step of the impairment test was not required to
be performed and no impairment of goodwill was recorded as of December 31, 2010.

          Significant management judgment was required in the forecast of future operating results that
was used in the Company’s impairment analysis. Our estimates were consistent with the plans and
estimates used by the Company to manage our business at the time of the analysis. Significant
assumptions utilized in the Company’s income approach model included the forecasted growth rate of
sales for recently introduced products and the introduction of anticipated new products.

          At the time of filing of the Company’s Form 10-K on February 25, 2011, the Company’s stock
price had declined by approximately 40% to $9.40 per share. However at $9.40, the Company’s market
capitalization was approximately $328.7 million, which would not, under the above analysis, by
itself indicate an impairment of assets. In addition, the Company’s average stock price over the
three year period of 2008 — 2010 was $8.54. The $9.40 per share price was significantly higher
than the Company’s historical stock price levels during this period, during which we had no
indication of a possible impairment of goodwill.

Slow Sell Through

          As indicated in the Staff’s comment, on February 8 and February 24, 2011, the Company
discussed that orders in the first quarter from a key customer would fall below expected levels due
to the customer carrying sufficient inventory and experiencing slower than expected sales of a
product which utilized our technology. In response to this event, the Company retracted its annual
2011 revenue guidance on February 8, 2011, and disclosed that it had limited visibility of 2011
revenue at the time of the filing. The Company also announced that it would only be providing
quarterly revenue guidance and not annual guidance for the remainder of 2011.

          At the time of filing the Form 10-K, the Company felt that the above disclosures were
sufficient and that the event would likely be a one-quarter issue, the large customer (Verizon)
would start ordering at historical levels starting the second fiscal quarter of 2011, and that this
one-quarter decrease would not be permanent or indicate an ongoing trend.

          In addition, the Company did disclose under “Risk Factors” that, among other things, the
Company’s quarterly revenues were difficult to predict, the Company had a customer concentration in
2010 and that changes in demand and underlying technology (including the rate of adoption of the 4G
networking standard by wireless carriers and handset manufacturers) could impact its results.

Consolidated Financial Statements

Notes to Consolidated Financial Statements

Note 6. Segment and Geographical Information, page F-22

51 Columbia, Aliso Viejo California 92656 phone: (949)362-5800 fax: (949)362-2300

Mr.
Stephen G. Krikorian

September 9, 2011

Page 4

    2.

    Tell us the amount of revenue attributable to Verizon, AT&T, Sprint and Dell in each of the
years presented. Further, with regard to your enterprise-wide disclosures within this
section, tell us what consideration was given to disclosing the revenues for each customer
representing 10% or more of total revenue pursuant to ASC 280-10-50-42. In addition, ensure
that future filings provide the amount of goodwill allocated to each segment.

          Verizon Wireless accounted for 40.1% ($52.3 million) of total Company revenue in 2010, 32.8%
($35.2 million) in 2009 and 31.9% ($31.5 million) in 2008. AT&T accounted for 12.3% ($16.1
million) of total Company revenue in 2010, 10.3% ($11.1 million) in 2009 and 9.0% ($8.8 million) in
2008. Sprint accounted for 13.9% ($18.1 million) of total Company revenue in 2010, 10.4% ($11.1
million) in 2009 and 7.2% ($7.1 million) in 2008. Dell accounted for 7.6% ($9.96 million) of total
Company revenue in 2010, 12.2% ($13.1 million) in 2009 and 6.5% ($6.4 million) in 2008.

          On page 8 of the Form 10-K, the Company disclosed the applicable percentages of revenue
accounted for by Verizon Wireless (our largest customer) for 2010, 2009 and 2008, and identified by
name the other customers exceeding 10% of revenues without quantifying revenues for each customer
(other than Verizon). On page F-22, the Company disclosed similar information. Since there are
only a small number of wireless carriers, the Company felt that this type of disclosure provided
meaningful information to investors while respecting our concerns to preserve customer
confidentiality. In our Form 10-Q filings during fiscal 2011, we listed the individual percentages
for the quarter of customers exceeding 10% of revenues without listing the customer names.

          We believe these disclosures satisfied the requirements for the filings under ASC
280-10-50-42, and also under Item 101 of Regulation S-K with respect to the Form 10-K. However in
our future periodic reports, we will disclose, in the financial statement footnotes, the individual
percentages of any customer accounting for more than 10% of revenues without listing the names of
the customers.

          In addition, this will confirm that in future Form 10-K and 10-Q filings, the Company will
provide the amount of goodwill and intangible assets allocated to each business segment.

Form 10-Q for the Fiscal Quarter Ended March 31, 2011

Notes to the Consolidated Financial Statements

Note 11. Goodwill, page 11

    3.

    We note that as of March 31, 2011 you had not “noted any triggering events that would
indicate impairment.” Please explain how you concluded that there were no triggering events,
given the approximate 40% decrease in your stock price between December 31, 2010 and March 31,
2011. In addition to the significant loss in market value, we note decreased revenues, a net
loss and negative cash flows from operating activities.

          As discussed earlier, we have a process in place to continuously review triggering events
that may indicate a possible impairment of goodwill. The triggering
events that  we monitor are
(i) stock price/market capitalization, (ii) projected revenues, (iii) operating income, and
(iv) the introduction/sales of new products.

          During
the first quarter, we considered market capitalization as part of this process. At March 31, 2011, the Company’s market capitalization was $335.8 million, and the net book value of the Company’s assets was $213.1 million, or $122.7 million below its market
capitalization. Using this simple valuation, it did not appear that goodwill was impaired.

51 Columbia, Aliso Viejo California 92656 phone: (949)362-5800 fax: (949)362-2300

Mr.
Stephen G. Krikorian

September 9, 2011

Page 5

          Furthermore, on February 17, 2011, the Company’s internal business plan for 2011 was revised
to reflect $121.5 million in revenues, with 2011 operating income at $10.5 million on a non-GAAP
basis. This revised internal plan was reviewed by the Company’s Board of Directors on February 22,
2011. The plan projected first quarter revenues at $17.0 million, which came in at $17.8 million.
The Company continued to believe at March 31, 2011 and the date of the Form 10-Q filing for this
quarter that we would achieve our revised business plan for the year.

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations; Three Months Ended March 31, 2011 Compared to the Three Months Ended
March 31, 2010, page 17

    4.

    We note that you have attributed the $11 million decrease in wireless revenues primarily to
“low current period orders as a result of high inventory levels of our connection manager
product at a key customer.” It is unclear from this statement when revenue from transactions
with your key customer is recognized. In this regard, is revenue recognized on a sell-through
basis or when items are shipped? Please explain in detail how your revenue recognition
policy, as described on page 20, applies to this key customer.

          The key customer, which is Verizon Wireless, purchases USB hardware from vendors such as
Novatel Wireless, Pantech, LG, and ZTE. Verizon purchases software licenses from us that allow
these devices to interface or connect with the Verizon network. Verizon purchased approximately
1.5 million licenses (at an average selling price of $8.36 per license) in Q4-2010 to support their
3G wireless network and the new 4G/LTE network (which launched in the fourth quarter of 2010).

          Under our revenue recognition policy, revenues from sales to Verizon (as well as sales to
other wireless carriers) are recognized when the customer takes title to the license and the
license is deemed to be delivered, and as otherwise required by FASB ASC Topic No. 985-605,
Software-Revenue Recognition. There is a no return provision in our contract with Verizon, as the
software purchased is custom software, nor have we ever taken
significant returns. There are different methods in which product is physically
delivered to Verizon or Verizon’s authorized hardware OEMs, as well as different types of work:

    •

    Licenses — Licenses are purchased in quantity and paired with USB hardware
purchased by Verizon from other vendors. Software license inventory is held by Verizon.

    •

    Activations — Activation revenue is recognized based on customer activations of
preloaded Company software, based on customer activation reports received over the
Internet.

    •

    CDs — Our software is loaded on CDs and shipped to the customer. Revenue is
recognized upon shipment of the CD to the customer.

51 Columbia, Aliso Viejo California 92656 phone: (949)362-5800 fax: (949)362-2300

Mr.
S