##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the Quarterly Period Ended June 1, 2007
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition
period from            to            .
 Commission file number 000-51771
 SMART MODULAR TECHNOLOGIES (WWH), INC.
 (Exact name of registrant as specified in its charter)
 Cayman Islands
    
    20-2509518(State or Other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification No.)4211 Starboard DriveFremont, CA
    
    94538(Address of Principal Executive Offices)
    
    (Zip Code)
 (510) 623-1231
Registrants Telephone Number, Including Area Code
 þ o
  o o þ
 o þ




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##### 



SMART MODULAR TECHNOLOGIES (WWH), INC.
 INDEX TO QUARTERLY REPORT
 TABLE OF CONTENTS
 PagePART I. FINANCIAL INFORMATION
    
    
    3Item 1. Financial Statements
    
    
    3Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    24Item 4. Controls and Procedures
    
    
    24PART II. OTHER INFORMATION
    
    
    25Item 1. Legal Proceedings
    
    
    25Item 1A. Risk Factors
    
    
    25Item 6. Exhibits
    
    
    25SIGNATURES
    
    
    26EXHIBIT 4.8EXHIBIT 10.9EXHIBIT 10.10EXHIBIT 10.11EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32
  2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 SMART MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
 May 31,
    
    
    August 31,2007
    
    
    2006(In thousands)ASSETSCash and cash equivalents
    
    $
    114,043
    
    
    $
    85,620Accounts receivable, net of allowances of
$2,253 and $2,592 as of May 31, 2007 and August
31, 2006, respectively
    
    
    269,128
    
    
    
    208,652Inventories
    
    
    70,440
    
    
    
    65,902Prepaid expenses and other current assets
    
    
    10,339
    
    
    
    17,531Total current assets
    
    
    463,950
    
    
    
    377,705Property and equipment, net
    
    
    28,927
    
    
    
    25,971Goodwill
    
    
    3,187
    
    
    
    3,187Other non-current assets
    
    
    18,105
    
    
    
    19,593Total assets
    
    $
    514,169
    
    
    $
    426,456LIABILITIES AND SHAREHOLDERS EQUITYAccounts payable
    
    $
    207,758
    
    
    $
    169,349Accrued expenses and other current liabilities
    
    
    25,368
    
    
    
    27,325Total current liabilities
    
    
    233,126
    
    
    
    196,674Long-term debt
    
    
    81,250
    
    
    
    81,250Other long-term liabilities
    
    
    1,626
    
    
    
    1,637Total liabilities
    
    
    316,002
    
    
    
    279,561Shareholders equity:Ordinary shares
    
    
    10
    
    
    
    10Additional paid-in capital
    
    
    90,696
    
    
    
    85,251Deferred stock-based compensation
    
    
    (385
    )
    
    
    (555
    )Accumulated other comprehensive income
    
    
    3,223
    
    
    
    272Retained earnings
    
    
    104,623
    
    
    
    61,917Total shareholders equity
    
    
    198,167
    
    
    
    146,895Total liabilities and shareholders equity
    
    $
    514,169
    
    
    $
    426,456
  3




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##### Table of Contents



SMART MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 Three Months
    
    
    Three Months
    
    
    Nine Months
    
    
    Nine MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedMay 31,
    
    
    May 31,
    
    
    May 31,
    
    
    May 31,2007
    
    
    2006
    
    
    2007
    
    
    2006(In thousands, except per share data)Net sales
    
    $
    186,478
    
    
    $
    188,459
    
    
    $
    662,785
    
    
    $
    510,453Cost of sales*
    
    
    149,545
    
    
    
    155,711
    
    
    
    546,778
    
    
    
    417,359Gross profit
    
    
    36,933
    
    
    
    32,748
    
    
    
    116,007
    
    
    
    93,094Research and development*
    
    
    4,107
    
    
    
    4,173
    
    
    
    12,597
    
    
    
    11,553Selling, general and administrative*
    
    
    14,207
    
    
    
    14,194
    
    
    
    45,217
    
    
    
    39,958Advisory service agreements fees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,303Total operating expenses
    
    
    18,314
    
    
    
    18,367
    
    
    
    57,814
    
    
    
    61,814Income from operations
    
    
    18,619
    
    
    
    14,381
    
    
    
    58,193
    
    
    
    31,280Interest expense, net
    
    
    (1,775
    )
    
    
    (7,577
    )
    
    
    (6,198
    )
    
    
    (13,450
    )Other income, net
    
    
    696
    
    
    
    1,999
    
    
    
    360
    
    
    
    2,376Total other expense, net
    
    
    (1,079
    )
    
    
    (5,578
    )
    
    
    (5,838
    )
    
    
    (11,074
    )Income before provision for income taxes
    
    
    17,540
    
    
    
    8,803
    
    
    
    52,355
    
    
    
    20,206Provision for income taxes
    
    
    3,357
    
    
    
    2,347
    
    
    
    9,649
    
    
    
    3,621Net income
    
    $
    14,183
    
    
    $
    6,456
    
    
    $
    42,706
    
    
    $
    16,585Net income per ordinary share, basic
    
    $
    0.24
    
    
    $
    0.11
    
    
    $
    0.72
    
    
    $
    0.31Shares used in computing basic net income per ordinary share
    
    
    60,015
    
    
    
    58,335
    
    
    
    59,359
    
    
    
    52,991Net income per ordinary share, diluted
    
    $
    0.22
    
    
    $
    0.10
    
    
    $
    0.67
    
    
    $
    0.29Shares used in computing diluted net income per ordinary share
    
    
    63,894
    
    
    
    63,444
    
    
    
    63,725
    
    
    
    57,927
 
 *
    
Stock-based compensation by category: Cost of sales
    
    $
    142
    
    
    $
    51
    
    
    $
    388
    
    
    $
    122Research and development
    
    
    322
    
    
    
    160
    
    
    
    865
    
    
    
    383Selling, general and administrative
    
    
    760
    
    
    
    291
    
    
    
    2,137
    
    
    
    881
  4




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SMART MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 (Unaudited)
 Three Months
    
    
    Three Months
    
    
    Nine Months
    
    
    Nine MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedMay 31,
    
    
    May 31,
    
    
    May 31,
    
    
    May 31,2007
    
    
    2006
    
    
    2007
    
    
    2006(In thousands)Net income
    
    $
    14,183
    
    
    $
    6,456
    
    
    $
    42,706
    
    
    $
    16,585Other comprehensive income (loss):Net change
to unrealized gain or loss under cash flow hedging arrangements, net of tax
    
    
    710
    
    
    
    (1,366
    )
    
    
    476
    
    
    
    (12
    )Foreign currency translation adjustments
    
    
    1,720
    
    
    
    898
    
    
    
    2,475
    
    
    
    1,361Comprehensive income
    
    $
    16,613
    
    
    $
    5,988
    
    
    $
    45,657
    
    
    $
    17,934
  5




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SMART MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 Nine Months
    
    
    Nine MonthsEnded
    
    
    EndedMay 31,
    
    
    May 31,2007
    
    
    2006(In thousands)Cash flows from operating activities:Net cash provided by operating activities
    
    $
    36,172
    
    
    $
    8,208Cash flows from investing activities:Capital expenditures
    
    
    (8,274
    )
    
    
    (17,817
    )Cash deposits on equipment purchases
    
    
    (1,995
    )
    
    
    Sale of short term investments
    
    
    
    
    
    
    5,071Cash paid for acquisition of businesses, net of cash acquired
    
    
    
    
    
    
    (680
    )Proceeds from sale of assets
    
    
    
    
    
    
    130Other
    
    
    3
    
    
    
    Net cash used in investing activities
    
    
    (10,266
    )
    
    
    (13,296
    )Cash flows from financing activities:Repayment of customer advance
    
    
    
    
    
    
    (1,000
    )Redemption of long term debt
    
    
    
    
    
    
    (48,138
    )Proceeds from issuance of ordinary shares from stock option exercises
    
    
    1,528
    
    
    
    95Excess tax benefits from share-based compensation
    
    
    698
    
    
    
    Proceeds from issuance of ordinary shares in an initial public offering, net of offering expenses paid
    
    
    
    
    
    
    74,860Net cash provided by financing activities
    
    
    2,226
    
    
    
    25,817Effect of exchange rate changes on cash and cash equivalents
    
    
    291
    
    
    
    (39
    )Net increase in cash and cash equivalents
    
    
    28,423
    
    
    
    20,690Cash and cash equivalents at beginning of period
    
    
    85,620
    
    
    
    75,970Cash and cash equivalents at end of period
    
    $
    114,043
    
    
    $
    96,660Supplemental disclosures of cash flow information:Cash paid during the period for:Interest
    
    
    4,732
    
    
    
    12,806Income taxes
    
    
    7,342
    
    
    
    2,219
  6




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SMART MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 NOTE 1  Basis of Presentation and Principles of Consolidation
 Basis of Presentation
    Product and Service Revenue
 Revenue Recognition
 Reporting Revenue Gross as a Principal versus Net as an Agent
 7




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Recent Accounting Pronouncements
 )
 Accounting for Uncertainty in Income Taxes  an interpretation of FASB Statement No. 109 Accounting for Income Taxes.
 Fair Value Measurements.
 Considering the Effects of Prior Year
Misstatements when Quantifying Misstatements in Current Year Financial Statements
 NOTE 2  Public Offerings
   NOTE 3  Stock-Based Compensation
 Share-Based
Payment Accounting for Stock Issued to Employees
  Plan Description
  8




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Summary of Assumptions and Activity
 Share-Based Payment.
 Nine MonthsEndedMay 31, 2007Stock options:Expected term (years)
    
    
    6.25Expected volatility
    
    
    71
    %Risk-free interest rate
    
    
    4.62
    %Expected dividends
    
    
    
  WeightedAverageWeighted
    
    
    RemainingAverage
    
    
    Contractual
    
    
    AggregateExercise
    
    
    Term
    
    
    IntrinsicShares
    
    
    Price
    
    
    (Years)
    
    
    ValueOptions outstanding at September 1, 2006
    
    
    6,791
    
    
    $
    1.68Options granted
    
    
    1,884
    
    
    
    10.49Options exercised
    
    
    (1,869
    )
    
    
    (0.82
    )Options forfeited
    
    
    (204
    )
    
    
    (4.99
    )Options outstanding at May 31, 2007
    
    
    6,602
    
    
    
    4.34
    
    
    
    8.1
    
    
    $
    69,653Options exercisable at May 31, 2007
    
    
    2,423
    
    
    $
    2.05
    
    
    
    7.6
    
    
    $
    31,100Options vested and expected to vest at May 31, 2007
    
    
    6,343
    
    
    $
    4.22
    
    
    
    8.1
    
    
    $
    67,703
   Weighted AverageGrant Date FairShares
    
    
    Value Per ShareNon-vested stock options at September 1, 2006
    
    
    4,131
    
    
    $
    2.06Non-vested stock options granted
    
    
    1,884
    
    
    
    7.34Vested stock options
    
    
    (1,632
    )
    
    
    (2.24
    )Forfeited stock options
    
    
    (204
    )
    
    
    (3.47
    )Non-vested stock options at May 31, 2007
    
    
    4,179
    
    
    $
    4.20
  9




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NOTE 4  Net Income Per Share
   Three Months
    
    
    Three Months
    
    
    Nine Months
    
    
    Nine MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedMay 31,
    
    
    May 31,
    
    
    May 31,
    
    
    May 31,2007
    
    
    2006
    
    
    2007
    
    
    2006Numerator:Net income
    
    $
    14,183
    
    
    $
    6,456
    
    
    $
    42,706
    
    
    $
    16,585Denominator:Weighted average ordinary shares
    
    
    60,015
    
    
    
    58,335
    
    
    
    59,359
    
    
    
    52,991Effect of dilutive securities:Stock options
    
    
    3,879
    
    
    
    5,109
    
    
    
    4,366
    
    
    
    4,936Total ordinary shares, diluted
    
    
    63,894
    
    
    
    63,444
    
    
    
    63,725
    
    
    
    57,927Net income per ordinary share, basic
    
    $
    0.24
    
    
    $
    0.11
    
    
    $
    0.72
    
    
    $
    0.31Net income per ordinary share, diluted
    
    $
    0.22
    
    
    $
    0.10
    
    
    $
    0.67
    
    
    $
    0.29
  NOTE 5  Related Party Information
   NOTE 6  Inventories
  May 31, 2007
    
    
    August 31, 2006Raw materials
    
    $
    25,117
    
    
    $
    29,249Work-in process
    
    
    5,323
    
    
    
    5,098Finished goods
    
    
    40,000
    
    
    
    31,555$
    70,440
    
    
    $
    65,902
  10




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NOTE 7  Income Taxes
  Three Months
    
    
    Three Months
    
    
    Nine Months
    
    
    Nine MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedMay 31, 2007
    
    
    May 31, 2006
    
    
    May 31, 2007
    
    
    May 31, 2006Current
    
    $
    2,370
    
    
    $
    2,169
    
    
    $
    7,317
    
    
    $
    3,685Deferred
    
    
    987
    
    
    
    178
    
    
    
    2,332
    
    
    
    (64
    )Total
    
    $
    3,357
    
    
    $
    2,347
    
    
    $
    9,649
    
    
    $
    3,621
  Three Months
    
    
    Three Months
    
    
    Nine Months
    
    
    Nine MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedMay 31, 2007
    
    
    May 31, 2006
    
    
    May 31, 2007
    
    
    May 31, 2006U.S. income
    
    $
    2,521
    
    
    $
    2,757
    
    
    $
    7,760
    
    
    $
    1,432Non-U.S. income
    
    
    15,019
    
    
    
    6,046
    
    
    
    44,595
    
    
    
    18,774Total
    
    $
    17,540
    
    
    $
    8,803
    
    
    $
    52,355
    
    
    $
    20,206
 NOTE 8  Long-Term Debt
 Senior Secured Floating Rate Notes
     11




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Revolving Line of Credit
        NOTE 9  Financial Instruments
 Fair Value of Financial Instruments
  12




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Derivative Instruments
 Accounting for Derivative Instruments and Hedging Activities.
   NOTE 10  Commitments and Contingencies
 Product Warranty
   Nine MonthsEndedMay 31, 2007Balance of accrual at August 31, 2006
    
    $
    505Warranty claims
    
    
    (995
    )Provision for product warranties
    
    
    1,042Balance of accrual at May 31, 2007
    
    $
    552
   Contingency
  13




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Legal Matters
  NOTE 11  Segment and Geographic Information
  Three Months
    
    
    Three Months
    
    
    Nine Months
    
    
    Nine MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedMay 31, 2007
    
    
    May 31, 2006
    
    
    May 31, 2007
    
    
    May 31, 2006Geographic net sales:U.S.A.
    
    $
    112,569
    
    
    $
    120,917
    
    
    $
    415,148
    
    
    $
    325,401Other North and Latin America
    
    
    39,714
    
    
    
    24,414
    
    
    
    114,270
    
    
    
    57,676Europe
    
    
    11,808
    
    
    
    13,727
    
    
    
    47,224
    
    
    
    44,637Asia
    
    
    22,387
    
    
    
    29,401
    
    
    
    86,143
    
    
    
    82,739$
    186,478
    
    
    $
    188,459
    
    
    $
    662,785
    
    
    $
    510,453
 May 31, 2007
    
    
    August 31, 2006Property and equipment:U.S.A.
    
    $
    6,642
    
    
    $
    5,400Other North and Latin America
    
    
    17,622
    
    
    
    15,861Europe
    
    
    15
    
    
    
    49Asia
    
    
    4,648
    
    
    
    4,661$
    28,927
    
    
    $
    25,971
 NOTE 12  Major Customers
  Three Months
    
    Three Months
    
    Nine Months
    
    Nine MonthsEnded
    
    Ended
    
    Ended
    
    EndedMay 31, 2007
    
    May 31, 2006
    
    May 31, 2007
    
    May 31, 2006Customer A
    
    
    49
    %
    
    
    46
    %
    
    
    49
    %
    
    
    45
    %Customer B
    
    
    11
    %
    
    
    14
    %
    
    
    13
    %
    
    
    15
    %Customer C
    
    
    8
    %
    
    
    6
    %
    
    
    6
    %
    
    
    4
    %
  NOTE 13  Interest Expense, Net
  Three Months
    
    
    Three Months
    
    
    Nine Months
    
    
    Nine MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedMay 31, 2007
    
    
    May 31, 2006
    
    
    May 31, 2007
    
    
    May 31, 2006Interest income
    
    $
    823
    
    
    $
    770
    
    
    $
    1,725
    
    
    $
    1,473Interest expense
    
    
    (2,598
    )
    
    
    (8,347
    )
    
    
    (7,923
    )
    
    
    (14,923
    )Interest expense, net
    
    $
    (1,775
    )
    
    $
    (7,577
    )
    
    $
    (6,198
    )
    
    $
    (13,450
    )
 14




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NOTE 14  Subsidiary Guarantors
  
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Executive Overview
     15




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Key Business Metrics
  Net Sales
  16




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Cost of Sales
  Research and Development Expenses
  Selling, General and Administrative Expenses
  Critical Accounting Policies
   Revenue Recognition
  Reporting Revenue Gross as a Principal versus Net as an
Agent.
 17




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Three Months Ended
    
    
    Nine Months EndedMay 31,
    
    
    May 31,2007
    
    
    2006
    
    
    2007
    
    
    2006Product net sales
    
    $
    172,179
    
    
    $
    177,188
    
    
    $
    621,883
    
    
    $
    477,153Service revenue
    
    
    14,299
    
    
    
    11,271
    
    
    
    40,902
    
    
    
    33,300Net sales
    
    
    186,478
    
    
    
    188,459
    
    
    
    662,785
    
    
    
    510,453Plus: Cost of sales(1)
    
    
    300,668
    
    
    
    196,024
    
    
    
    876,378
    
    
    
    545,486Gross billing to customers
    
    $
    487,146
    
    
    $
    384,483
    
    
    $
    1,539,163
    
    
    $
    1055,939
 
 (1)
    
    Represents cost of sales associated with service revenue accounted for on an agency basis. Accounts Receivable
  Inventory Valuation
  Income Taxes
   18




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Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed
  Stock-Based Compensation
 Share-Based Payment
 Results of Operations
  Three Months Ended
    
    
    Nine Months EndedMay 31,
    
    
    May 31,2007
    
    
    2006
    
    
    2007
    
    
    2006Net sales
    
    $
    186.5
    
    
    $
    188.5
    
    
    $
    662.8
    
    
    $
    510.5Cost of sales
    
    
    149.5
    
    
    
    155.7
    
    
    
    546.8
    
    
    
    417.4Gross profit(1)
    
    
    36.9
    
    
    
    32.7
    
    
    
    116.0
    
    
    
    93.1Research and development
    
    
    4.1
    
    
    
    4.2
    
    
    
    12.6
    
    
    
    11.6Selling, general and administrative
    
    
    14.2
    
    
    
    14.2
    
    
    
    45.2
    
    
    
    40.0Advisory service agreements fees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10.3Total operating expenses(1)
    
    
    18.3
    
    
    
    18.4
    
    
    
    57.8
    
    
    
    61.8Income from operations(1)
    
    
    18.6
    
    
    
    14.4
    
    
    
    58.2
    
    
    
    31.3Interest expense, net
    
    
    (1.8
    )
    
    
    (7.6
    )
    
    
    (6.2
    )
    
    
    (13.5
    )Other income, net
    
    
    0.7
    
    
    
    2.0
    
    
    
    0.4
    
    
    
    2.4Total other expense, net
    
    
    (1.1
    )
    
    
    (5.6
    )
    
    
    (5.8
    )
    
    
    (11.1
    )Income before provision for income taxes
    
    
    17.5
    
    
    
    8.8
    
    
    
    52.4
    
    
    
    20.2Provision for income taxes
    
    
    3.4
    
    
    
    2.3
    
    
    
    9.6
    
    
    
    3.6Net income(1)
    
    $
    14.2
    
    
    $
    6.5
    
    
    $
    42.7
    
    
    $
    16.6
 
 (1)
    
    Summations may not compute precisely due to rounding. Three and Nine Months ended May 31, 2007 as Compared to the Three and Nine Months Ended May 31,
2006
 Net Sales
   19




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##### Table of Contents



Cost of Sales
   Gross Profit
   Research and Development Expenses
   Selling, General and Administrative Expenses
   20




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##### Table of Contents



Advisory Service Agreements Fees
  Interest Expense, Net
   Other Income, Net
 Accounting for
Derivative Instruments and Hedging Activities
 Provision for Income Taxes
  Liquidity and Capital Resources
  Debt Service
  Senior Secured Wells Fargo Credit Facility.
 21




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##### Table of Contents



Senior Secured Floating Rate Exchange Notes Due April 2012.
 Capital Expenditures
  Sources of Funds
   Historical Trends
  Cash Flows from Operating Activities.
 Cash Flows from Investing Activities.
 Cash Flows from Financing Activities.
 22




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##### Table of Contents



Contractual Obligations
  Payments Due by Period
 Less Than
    
    
    
    
    
    
    
    
    
    
    After1 Year
    
    
    1-3 Years
    
    
    4-5 Years
    
    
    5 Years
    
    
    Total(In millions)Total debt
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    81.3
    
    
    $
    81.3Interest expense cash obligations
in connection with long-term debt
and related interest rate swaps
    
    
    8.9
    
    
    
    17.9
    
    
    
    17.9
    
    
    
    5.2
    
    
    
    49.9Operating leases
    
    
    2.0
    
    
    
    3.1
    
    
    
    1.2
    
    
    
    0.5
    
    
    
    6.8Total contractual cash obligations
    
    $
    10.9
    
    
    $
    21.0
    
    
    $
    19.1
    
    
    $
    87.0
    
    
    $
    138.0
 Off-Balance Sheet Arrangements
  Inflation
  Recent Accounting Pronouncements
 )
 Accounting for Uncertainty in Income Taxes  an
interpretation of FASB Statement No. 109 Accounting
for Income Taxes.
 Fair Value Measurements.
 Considering the Effects of Prior Year
Misstatements when Quantifying Misstatements in Current Year Financial Statements
 23




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
  Foreign Exchange Risks
  Interest Rate Risk
  
 Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
 Changes in Internal Control Over Financial Reporting
 24




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##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
   
 Item 1A. Risk Factors
  
 Item 6. Exhibits
  Exhibit No.
    
    Exhibit Title4.8
    
    Amended and Restated Shareholders Agreement, dated as of April 16, 2007,
among the Company and certain other parties named therein4.10
    
    Second Amended and Restated Loan and Security Agreement, dated as of April
30, 2007, by and among the Company, SMART Modular Technologies (Europe)
Limited, SMART Modular Technologies (Puerto Rico) Inc., Wells Fargo Bank,
N.A., as Administrative Agent, and certain other persons named therein
(incorporated by reference to Exhibit 10.1 to the Companys Current Report
on Form 8-K filed on May 2, 2007)4.11
    
    Second Amended and Restated Intercompany Subordination Agreement, dated as
of April 30, 2007, by and among the Company, SMART Modular Technologies,
Inc., SMART Modular Technologies (Europe) Limited, SMART Modular
Technologies (Puerto Rico), Inc., Wells Fargo Bank, N.A., as Agent, and
certain other persons named therein (incorporated by reference to Exhibit
10.2 to the Companys Current Report on Form 8-K filed on May 2, 2007)4.12
    
    Amended and Restated Guaranty, dated April 30, 2007, among Wells Fargo
Bank, N.A. as Agent, and certain other persons named therein (incorporated
by reference to Exhibit 10.4 to the Companys Current Report on Form 8-K
filed on May 2, 2007)10.9
    
    USD $40,000,000 Interest Rate Swap Transaction, dated May 10, 2007, between
the Company and Wells Fargo Bank, N.A.10.10
    
    USD $41,250,000 Interest Rate Swap Transaction, dated May 10, 2007, between
the Company and Wells Fargo Bank, N.A.10.11
    
    ISDA Master Agreement, dated as of April 27, 2007 between the Company and
Wells Fargo Bank, N.A.31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or
15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or
15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 200232
    
    Certification of Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
 25




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##### Table of Contents



SMART MODULAR TECHNOLOGIES (WWH), INC.
 
 SIGNATURES
  SMART MODULAR TECHNOLOGIES (WWH), INC.By:
    /s/ IAIN MACKENZIEName:
    Iain MacKenzieTitle:
    President and Chief Executive Officer By:
    /s/ JACK A. PACHECOName:
    Jack A. PachecoTitle:
    Senior Vice President and Chief Financial Officer  26




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##### Table of Contents



EXHIBIT INDEX
 Exhibit No.
    
    Exhibit Title4.8
    
    Amended and Restated Shareholders Agreement, dated as of April 16, 2007,
among the Company and certain other parties named therein4.10
    
    Second Amended and Restated Loan and Security Agreement, dated as of April
30, 2007, by and among the Company, SMART Modular Technologies (Europe)
Limited, SMART Modular Technologies (Puerto Rico) Inc., Wells Fargo Bank,
N.A., as Administrative Agent, and certain other persons named therein
(incorporated by reference to Exhibit 10.1 to the Companys Current Report
on Form 8-K filed on May 2, 2007)4.11
    
    Second Amended and Restated Intercompany Subordination Agreement, dated as
of April 30, 2007, by and among the Company, SMART Modular Technologies,
Inc., SMART Modular Technologies (Europe) Limited, SMART Modular
Technologies (Puerto Rico), Inc., Wells Fargo Bank, N.A., as Agent, and
certain other persons named therein (incorporated by reference to Exhibit
10.2 to the Companys Current Report on Form 8-K filed on May 2, 2007)4.12
    
    Amended and Restated Guaranty, dated April 30, 2007, among Wells Fargo
Bank, N.A. as Agent, and certain other persons named therein (incorporated
by reference to Exhibit 10.4 to the Companys Current Report on Form 8-K
filed on May 2, 2007)10.9
    
    USD $40,000,000 Interest Rate Swap Transaction, dated May 10, 2007, between
the Company and Wells Fargo Bank, N.A.10.10
    
    USD $41,250,000 Interest Rate Swap Transaction, dated May 10, 2007, between
the Company and Wells Fargo Bank, N.A.10.11
    
    ISDA Master Agreement, dated as of April 27, 2007 between the Company and
Wells Fargo Bank, N.A.31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or
15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or
15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 200232
    
    Certification of Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002