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     December 22, 2004

Daniel L. Gordon

Accounting Branch Chief

Division of Corporation Finance

U.S. Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549-0405

cc: Lynn Dicker – Staff Accountant

    Re:

    Solectron Corporation

    Form 10-K for the fiscal year ended August 27, 2004

    Filed November 5, 2004

    Form 8-K dated September 28, 2004

    SEC File No. 1-11098

Dear Mr. Gordon:

     We submit this letter in response to comments from the staff of the Securities and Exchange
Commission (the “Staff”), received by letter dated December 9, 2004 relating to Solectron
Corporation’s Form 10-K for the fiscal year ended August 27, 2004 filed on November 5, 2004 and
Solectron Corporation’s Form 8-K dated September 28, 2004 (File No. 1-11098).

     We appreciate your review comments to assist us in our compliance with the applicable
disclosure requirements and we are committed to providing you with the information you requested on
a timely basis.

     Set forth below are the Staff’s comments followed by our responses, which are numbered to
correspond with the numbers set forth in the Staff’s comment letter.

Form 8-K as of September 28, 2004

     Comment:

    1.

    We note that you present your statement disclosing why non-GAAP financial information is
utilized in your press release. Please revise future filings to include these disclosures in
your item 2.02 Form 8-K.

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Daniel L. Gordon

Securities and Exchange Commission

December 22, 2004

Page 2

     Response:

We have revised our Form 8-K filing to include a disclosure stating why non-GAAP financial
information is utilized in our press release. We are attaching the Form 8-K dated December
21, 2004 to illustrate our disclosure.

     Comment:

    2.

    Additionally, please revise your disclosures to explain why each individual non-GAAP measure
presented is useful to an investor in accordance with Item 10(e)(i) of Regulation S-K. Also,
discuss how management uses the measure and the limitations of using this measure. We believe
that your current presentation is unclear to investors. Please note that since you provide
your non-GAAP reconciliation in the form of a statement of operations, separate disclosures
would be required for each non-GAAP measure created by that presentation. Please provide your
proposed disclosures in a supplemental response.

     Response:

We have revised the disclosure in the Form 8-K to explain why each individual non-GAAP
measure presented is useful to an investor. We are attaching the Form 8-K dated December
21, 2004 to illustrate our disclosure to explain the usefulness of each individual non-GAAP
measure and a revised non-GAAP presentation to be used in our press release.

     We trust that you will find the foregoing responsive to the Staff’s comments. If you have any
further questions or comments, please contact me at (408) 956-6411 or Warren Ligan, Corporate
Controller, at (408) 956-6553.

    Solectron Corporation

    /s/ Kiran Patel

    Kiran Patel

    Executive Vice President and
Chief Financial Officer

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

(Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934)

Date of Report (Date of earliest event reported) December 21, 2004

SOLECTRON CORPORATION

(Exact name of registrant as specified in charter)

            Delaware

        1-11098

        94-2447045

            (State or other jurisdiction

        (Commission

        (IRS Employer

            of incorporation)

        File Number)

        Identification No.)

            847 Gibraltar Drive, Milpitas, California

        95035

            (Address of principal executive offices)

        (Zip Code)

        Registrant’s
            telephone number, including area code: (408) 957-8500

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)).

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)).

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        ITEM
            2.02 Results of Operations and Financial Condition

        ITEM
            9.01 Financial Statements and Exhibits

        Signatures

        Exhibit Index

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ITEM 2.02 Results of Operations and Financial Condition

On December 21, 2004, Solectron Corporation announced the Company’s results of operations for its
fiscal quarter ended November 30, 2004. A copy of the Company’s press release announcing such
results dated December 21, 2004 is attached hereto as Exhibit 99.1. This Form 8-K and the attached
exhibit are furnished to, but not filed with, the Securities and Exchange Commission (“SEC”) and
shall not be deemed to be incorporated by reference into any of the Company’s filings with the SEC
under the Securities Act of 1933.

Solectron includes the use of a non-GAAP financial measure in the attached exhibit. In accordance
with Item 10(e)(i) of Regulation S-K, Solectron is required to provide a statement disclosing the
reasons why management believes that presentation of non-GAAP financial measures provides useful
information to investors regarding the Company’s results of operations.

Solectron management evaluates and makes operating decisions using various operating measures.
These measures are generally based on the revenues and certain costs of its operations, such as
cost of goods sold and selling, general and administrative expenses. One such measure is non-GAAP
net income (loss), which is a non-GAAP financial measure under Section 101 of Regulation G under
the Securities Exchange Act of 1934, as amended. This measure consists of GAAP net income (loss)
from continuing operations excluding as applicable, restructuring charges (severance and benefits,
excess facilities and asset-related charges), investment related losses (gains), impairment charges
for goodwill and intangible assets, and losses (gains) on the extinguishment of debt. Non-GAAP net
income (loss) is adjusted by the amount of additional taxes or tax benefit that the company would
accrue if it used non-GAAP results instead of GAAP results to calculate the company’s tax
liability.

Management believes it is useful in measuring Solectron’s operations to exclude restructuring
costs. Solectron has dramatically reduced headcount and facilities over the past three years. As
a result, in 2002, 2003 and 2004, Solectron’s GAAP statements of operations have included
significant charges related to such restructurings. Solectron believes that in measuring its
operations it is useful to exclude restructuring charges as these costs are not part of the
company’s direct cost of on-going operations. Furthermore, management believes investment related
losses (gains), impairment charges for goodwill and intangible assets, and losses (gains) on the
extinguishment of debt are infrequent events which make the results less comparable between
reporting periods.

Management believes that non-GAAP net income (loss) provides useful supplemental information to
management and investors regarding the performance of the company’s business operations and
facilitates comparisons to our historical operating results. Management also uses this information
internally for forecasting and budgeting. Non-GAAP financial measures should not be considered as
a substitute for measures of financial performance prepared in accordance with GAAP. Investors and
potential investors are encouraged to review the reconciliation of non-GAAP financial measures
contained within the attached press release with their most directly comparable GAAP financial
results.

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ITEM 9.01 Financial Statements and Exhibits

    (c)

    Exhibits

     The following exhibit is furnished as part of this Current Report on Form 8-K.

        Exhibit No.

        Exhibit Description

        99.1

        Press release dated
          December 21, 2004

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

            Date: December 21, 2004

Solectron Corporation

/s/  Warren Ligan

Warren Ligan

Senior Vice President, Corporate Controller

(Principal Accounting Officer)

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EXHIBIT INDEX

        Exhibit No.

        Exhibit Description

        99.1

        Press release dated December 21, 2004

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    [SOLECTRON CORPORATION LETTERHEAD]

    NEWS RELEASE

Solectron Announces First-Quarter Results

For Immediate Release: Dec. 21, 2004

MILPITAS, Calif. — Solectron Corporation (NYSE:SLR), a leading provider of electronics
manufacturing and integrated supply chain services, today reported sales of $2.7 billion in the
first quarter of fiscal 2005. Sales in the first quarter of fiscal 2004 were $2.7 billion and
sales in the fourth quarter of fiscal 2004 were $3.0 billion.

The company reported GAAP income from continuing operations in the first quarter of $47 million, or
5 cents per share, compared with a GAAP loss from continuing operations of $52 million, or 6 cents
per share, in the first quarter of last year. Excluding $2 million of charges related to
adjustments of previously announced restructuring, Solectron had non-GAAP net income from
continuing operations of $49 million, or 5 cents per share.

The company reported lower revenues from the previous quarter primarily
due to greater than expected weakness in the consumer
market for set-top boxes and 3-G wireless handsets, as well as in the semiconductor capital
equipment sector of the industrial market. In addition, the company saw lower demand in the
networking market.

“Despite lower sales, I am very pleased that earnings per share
improved to five cents, which was the midpoint of our guidance,” said Mike Cannon, president and
chief executive officer. “Our focus on profitability delivered a 40
basis-point improvement in gross margins from the prior quarter and a reduction in operating
expenses to $96 million. In addition, we generated strong cash flow from operations of
approximately $190 million. Looking
forward, we expect revenue growth in the second half of the year, driven by the expected ramp of
recent wins and improved demand.”

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    [SOLECTRON CORPORATION LETTERHEAD]

    NEWS RELEASE

-2-

Quarterly Highlights

The company made further improvements in working capital during the quarter with a reduction in
accounts receivable of $120 million and a reduction in inventory of $52 million. Inventory turns
were 7.1 and the company’s cash conversion cycle was
51 days. Capital expenditures were $32 million,
depreciation and amortization were $49 million, and return on invested capital
improved to 10.5 percent.

Fiscal Second-Quarter 2005 Guidance

Fiscal second-quarter guidance is for sales of $2.65 billion to $2.8 billion and for non-GAAP EPS
from continuing operations to range from 4 cents to 6 cents, on a fully diluted basis.

Non-GAAP Information

In addition to disclosing results determined in accordance with generally accepted accounting
principles (GAAP), Solectron also discloses non-GAAP results of operations that exclude certain
items. By disclosing this non-GAAP information, management intends to provide investors with
additional information to further analyze the company’s performance, core results and underlying
trends. Management utilizes a measure of net income and earnings per share on a non-GAAP basis that
excludes certain charges to better assess operating performance. Each excluded item is considered
to be of a non-operational nature in the applicable period. Earnings guidance is provided only on a
non-GAAP basis due to the inherent difficulty in forecasting such charges. Consistent with industry
practice, management has historically applied these non-GAAP measures when discussing earnings or
earnings guidance and intends to continue doing so.

Non-GAAP information is not determined using GAAP; therefore, the information is not necessarily
comparable to other companies and should not be used to compare the company’s performance over
different periods. Non-GAAP information should not be viewed as a substitute for, or superior to,
net income or other data prepared in accordance with GAAP as measures of our profitability or
liquidity. Users of this financial information should consider the types of events and transactions
for which adjustments have been made. See the tables to the press release for a reconciliation of
non-GAAP amounts to amounts reported under GAAP.

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    [SOLECTRON CORPORATION LETTERHEAD]

    NEWS RELEASE

-3-

Webcast To Be Held Today

At 4:30 p.m. EST today, Solectron will hold a conference call to discuss this earnings report. A
live Internet broadcast of the call can be joined by going to www.solectron.com. Supplemental
financial information related to the conference call will also be available at this Web site
location. Following the live broadcast, the archived Webcast will be available at
http://phx.corporate-ir.net/phoenix.zhtml?c=74829&p=irol-earningsWebcasts. In addition,
audio replays of the call will be available two hours following the
call through Jan. 4, 2005. Call
+1(800) 642-1687 from within the United States or +1(706) 645-9291 from outside the United States
and specify pass code: 2183899.

Safe Harbor

This release contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Specific forward-looking statements relate to our financial outlook for the second quarter
of fiscal 2005 and beyond and our expectations for continued progress in improving our
profitability and operating metrics. These forward-looking statements involve a number of risks and
uncertainties and are based on current expectations, forecasts and assumptions.

Actual outcomes and results could differ materially. These risks and uncertainties include the
present and future strength of the worldwide economy overall and in the telecommunications and
other electronics technology sectors in particular; our ability to continue to win and satisfy
customers; our ability to successfully implement our initiatives related to improvement in our
operating metrics; the accuracy of our projections of cash flows and capital requirements; the
ability to effectively implement restructuring and cost reduction plans and the timing of such
implementations; the risk of price fluctuation; reliance on major customers; fluctuations in
operating results; changes in technology; competition; variations in demand forecasts and orders
that may give rise to operational challenges such as excess plant, equipment and materials; risks
associated with international sales and operations; our ability to adequately satisfy new
regulations relating to internal controls over financial reporting;
interest-rate risk;
environmental regulations; market risk;  the ability to retain key personnel; the
impact of our outstanding litigation and of other contingent liabilities; and intellectual property
rights enforcement.

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    [SOLECTRON CORPORATION LETTERHEAD]

    NEWS RELEASE

-4-

In addition, the independent audit of our financial statements is not yet c