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                         March 31, 2022

       Ken Rizvi
       Chief Financial Officer
       SMART Global Holdings, Inc.
       c/o Maples Corporate Services Limited
       P.O. Box 309
       Grand Cayman, Cayman Islands KY1-1104

                                                        Re: SMART Global
Holdings, Inc.
                                                            Form 10-K for the
Fiscal Year Ended August 27, 2021
                                                            Filed October 25,
2021
                                                            Form 8-K filed
January 4, 2022
                                                            File No. 001-38102

       Dear Mr. Rizvi:

              We have limited our review of your filing to the financial
statements and related
       disclosures and have the following comments.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.
 Ken Rizvi
FirstName  LastNameKen
SMART Global    Holdings,Rizvi
                          Inc.
Comapany
March      NameSMART Global Holdings, Inc.
       31, 2022
March2 31, 2022 Page 2
Page
FirstName LastName
Form 10-K for the Fiscal Year Ended August 27, 2021

Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Overview, page 48

1.       We note your disclosure on page 48 that "over the same period, our
total segment
         operating income grew by 90.9% to $160.8 million, or 10.7% operating
margin, in 2021,
         compared to $84.2 million, or 7.5% operating margin, in 2020. See
table below in
            Segment Operating Income    for further details." We note that
segment operating income
         is a measure disclosed in the notes to financial statements on pages
91-92, as required by
         ASC 280. However, the combination of segment operating income amounts
anywhere
         outside the notes to the financial statements is considered a Non-GAAP
financial
         measure. Please revise to identify this measure as Non-GAAP when
disclosed as a
         consolidated amount within MD&A, and to include the disclosures
required by Item 10(e)
         of Regulation S-K. Your disclosure in the MD&A section of your Form
10-Q should be
         similarly revised.
Form 8-K filed January 4, 2022

Exhibit 99.1 Earnings Release, page 3

2.       We note that in your Non GAAP profitability measures reconciled on
page 5, you exclude
         the amortization of acquisition-related intangibles. Please revise to
clearly disclose the
         nature of the amortization that is being excluded from the measure,
and to disclose that
         while the expense is excluded, the revenue of the acquired company is
reflected in the
         measure and that those assets contribute to the revenue generation.
       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

       You may contact Eiko Yaoita Pyles, Staff Accountant, at 202-551-3587 or
Claire
Erlanger, Senior Staff Accountant, at 202-551-3301 with any questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of
Manufacturing