8-K

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): July 19, 2007

SanDisk Corporation

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 000-26734
(Commission File No.) 77-0191793
(I.R.S. Employer
Identification Number)

601 McCarthy Boulevard, Milpitas, California 95035

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (408) 801-1000

N/A

(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 provision (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

TABLE OF CONTENTS

Item 2.02 Results of Operations and Financial Condition	2
Item 9.01 Financial Statements and Exhibits	2
SIGNATURES	3
EXHIBIT INDEX	4
EXHIBIT 99.1

Item 2.02 Results of Operations and Financial Condition

     On July 19, 2007, SanDisk Corporation (the “Registrant”) issued a press release to report its financial results for its second quarter ended July 1, 2007.

     The press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference. In addition to the condensed consolidated financial statements presented in accordance with generally accepted accounting principles (GAAP), the attached press release contains non-GAAP measures of product cost, gross margin, operating income, net income and earnings per share, which are adjusted from results based on GAAP to exclude certain expenses, gains and losses. These non-GAAP financial measures are provided to enhance the user’s overall understanding of the Registrant’s current financial performance and its prospects for the future. Specifically, the Registrant believes the non-GAAP results provide useful information to both management and investors as these non-GAAP results exclude certain expenses, gains and losses that it believes are not indicative of its core operating results and because it is consistent with the financial models and estimates published by many analysts who follow the Registrant. For example, because the non-GAAP results exclude the expenses the Registrant recorded for share-based compensation in accordance with SFAS 123(R) effective January 2, 2006 and the amortization of intangibles related to the acquisition of Matrix Semiconductor, Inc. in January 2006 and msystems Ltd. in November 2006, the Registrant believes the inclusion of non-GAAP financial measures provide consistency in its financial reporting. These non-GAAP results are one of the primary indicators management uses for assessing performance, allocating resources and planning and forecasting future periods. Further, management uses non-GAAP information as certain non-cash charges such as amortization of purchased intangibles and share-based compensation do not reflect the cash operating results of the business and certain one-time expenses such as write-off of acquired in-process technology that do not reflect the ongoing results. These measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP results. These non-GAAP measures may be different than the non-GAAP measures used by other companies.

     The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to this or such filing. The information in this report, including the exhibit hereto, shall be deemed to be “furnished” and therefore shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits

     (c) Exhibits

Number	Description of Document
99.1	Press Release of SanDisk Corporation dated July 19, 2007 to report its financial results for its second quarter ended July 1, 2007.

2

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: July 19, 2007

SANDISK CORPORATION
By:	/s/ Judy Bruner
Name:	Judy Bruner
Title:	Executive Vice President, Administration and Chief Financial Officer (Principal Financial and Accounting Officer)

3

EXHIBIT INDEX

Exhibit
Number	Description of Document
99.1	Press Release of SanDisk Corporation dated July 19, 2007 to report its financial results for its second quarter ended July 1, 2007.

4

EX-99.1

Exhibit 99.1

SanDisk Corporation

601 McCarthy Boulevard

Milpitas, CA 95035-7932

Phone: 408-801-1000

Fax: 408-801-8657

CONTACT:	Investor Contacts:	Media Contact:
	Lori Barker Padon	Mike Wong
	(408) 801-1384	(408) 801-1240
	Jay Iyer
	(408) 801-2067

SANDISK ANNOUNCES SECOND QUARTER RESULTS

Milpitas, CA, July 19, 2007 — SanDisk^® Corporation (NASDAQ:SNDK), the world’s largest supplier of flash storage card products, today announced results for the second quarter ended July 1, 2007. Second quarter revenue increased 15% on a year-over-year basis to $827 million and net income in accordance with U.S. Generally Accepted Accounting Principles (GAAP) was $28 million, or $0.12 per diluted share, compared to GAAP net income of $96 million, or $0.47 per diluted share, in the second quarter of 2006.

Excluding the impact of acquisition-related charges, stock compensation expense and the related tax effect, second quarter non-GAAP net income was $72 million, or $0.30 per diluted share, compared to second quarter 2006 non-GAAP net income of $118 million, or $0.58 per diluted share.

“Demand for our products in the retail channel recovered nicely in the second quarter, resulting in record megabyte sales. In particular, SanDisk’s growing strength in Europe and other international markets doubled our international unit sales compared to last year,” said Eli Harari, Chairman and CEO. “Product gross margins stabilized despite substantial price reductions in the second quarter. We expect product gross margins to improve gradually in the second half of the year, driven by more moderate price declines resulting from an expected improvement in the balance between demand and supply, declining manufacturing costs and strength in our income from royalties. The flurry of new Flash memory enabled, highly innovative consumer and mobile products coming from our customers, our competitors, and ourselves, we believe, will fuel strong demand for our products in the second half of 2007 and in 2008. Our strategic investments in leading edge technology and IP, captive low-cost manufacturing capacity, product innovation and global retail channels position us exceptionally well to profit in the expected industry growth cycle.”

Key Metrics and Highlights

• Product revenue was $720 million in the second quarter, up 13% year-over-year.

• License and royalty revenue for the second quarter was $107 million, up 30% year-over-year.

• Total megabytes sold in the second quarter increased 217% on a year-over-year basis and 50% from the first quarter of 2007.

• Average price per megabyte sold declined 65% on a year-over-year basis and 26% sequentially.

• Average retail card capacity in the second quarter was 1475 megabytes, up 95% from the second quarter of 2006 and up 20% sequentially.

• GAAP product gross margin in the second quarter was 16.2%, compared to 32.4% in the second quarter of 2006.

• Non-GAAP product gross margin for the second quarter was 19.0% compared to 32.8% in the second quarter of 2006 and up from 18.5% in the first quarter of 2007.

• GAAP operating income for the second quarter of 2007 was $14 million compared to GAAP operating income of $129 million in the second quarter of 2006.

• Non-GAAP operating income was $74 million, or 9% of revenue, compared to non-GAAP operating income of $159 million, or 22% of revenue in the second quarter of 2006 and up from 6% in the first quarter of 2007.

• SanDisk expanded its line of Solid State Drives (SSD) to include the 2.5 inch 64-gigabyte (GB) SSD targeted as a high performance, lower total cost of ownership replacement for hard drives used in notebook PCs.

• IBM selected SanDisk’s 2.5 inch SSD for storage within the BladeCenter^® HS21 XM, which features higher processing performance at lower power levels than traditional hard drives.

• SanDisk and Microsoft signed an agreement for a next-generation software and hardware solution to place application programs and personal customization on USB flash drives and flash cards.

• SanDisk introduced two corporate USB flash drives with mandatory security and optional centralized control.

• Three new high capacity mobile cards were announced to meet consumer’s growing demand for handset storage: 6 and 8-GB¹ microSD^™ High Capacity cards and a 4-GB Memory Stick Micro^™ (M2).

• SanDisk launched its highest speed Extreme Compact Flash^® and SD^™ Plus memory cards and its fastest USB drive in a marketing partnership with Ducati featuring speed and performance.

Scheduled Interviews

SanDisk Corporation Chairman and Chief Executive Officer, Eli Harari, is scheduled to appear on CNBC’s “Closing Bell with Maria Bartiromo,” on July 19, 2007 at approximately 1:15 p.m. PDT. Judy Bruner, SanDisk’s Executive Vice President, Administration and CFO, is scheduled to appear on Bloomberg TV’s “Bloomberg On The Markets,” July 20, 2007 beginning at approximately 9:30 a.m. PDT.

Conference Call

SanDisk’s second quarter 2007 conference call is scheduled for 2:00 p.m. PDT, Thursday, July 19, 2007. The conference call will be webcast by CCBN and can be accessed live, and throughout the quarter, at SanDisk’s website at www.sandisk.com/IR and at www.streetevents.com for registered streetevents.com users. To participate in the call via telephone, the dial-in number is (913) 312-1292. The dial-in password is 4682584. A copy of this press release will be furnished to the

Securities and Exchange Commission on a current report on Form 8-K and will be posted to our website prior to the conference call.

A complete reconciliation between GAAP and non-GAAP information referred to in this release is provided in the attached tables.

Forward-Looking Statements

This news release contains certain forward-looking statements, including statements about our business prospects and outlook, anticipated increased demand for our consumer and OEM products, including our mobile products, expected industry-wide growth, future profits, an increase in product gross margins, improved balance between market supply and demand, manufacturing cost reductions, strong royalty income, expected technology transitions and the timing and cost benefits thereof, our planned investments in advanced technologies, products, markets and our brand, and scheduled appearances by our Chairman and CEO and our CFO that are based on our current expectations and involve numerous risks and uncertainties that may cause these forward-looking statements to be inaccurate and may significantly and adversely affect our business, financial condition and results of operations. Risks that may cause these forward-looking statements to be inaccurate include among others:

• slower than expected growth in market demand for our products, for example, in our solid state drives and our MP3 players, or a slower adoption rate for our products in current and new markets that we are targeting,

• future average selling price erosion that may be more severe than our expectations due to decreased demand or excess industry capacity of flash memory from ourselves as well as from existing suppliers or from new competitors,

• any interruption of or delay in supply from any of the semiconductor manufacturing or subcontracting facilities, including test and assembly facilities that supply products to us,

• slower than expected expansion of our global sales channels,

• fluctuations in operating results, unexpected yield variances and delays related to our conversion to 56-nanometer NAND flash technology or the ramp-up of the 300mm flash fabrication facility,

• our inability to make additional planned smaller geometry conversions in a timely manner,

• less than expected growth in the average megabyte capacity per card,

• higher than expected operating expenses,

• higher than anticipated capital equipment expenditures,

• fluctuations in license and royalty revenues,

• business interruption due to earthquakes, hurricanes or other natural disasters, particularly in areas in the Pacific Rim and Japan where we manufacture and assemble products,

• risks related to our acquisition of msystems, including that we may not realize the expected benefits of the acquisition due to integration challenges or that we may incur substantial costs or other damages associated with pending or future litigation related to the merger or costs or damages related to msystems’ prior stock option grant practices,

• adverse results in litigation affecting us,

• the risk that scheduled appearances by our executives could be cancelled or delayed by us or the network, and

• other risks detailed from time-to-time under the caption “Risk Factors” and elsewhere in our

Securities and Exchange Commission filings and reports, including, but not limited to, our Annual Report on Form 10-K for the fiscal year ended December 31, 2006 and our Forms 10-Q.

Future results may differ materially from those previously reported. We do not intend to update the information contained in this release.

About SanDisk

SanDisk is the original inventor of flash storage cards and is the world’s largest supplier of flash data storage card products using its patented, high-density flash memory and controller technology. SanDisk is headquartered in Milpitas, CA and has operations worldwide with more than half its sales outside the U.S.

¹ 1 gigabyte (GB) = 1 billion bytes.

www.sandisk.com

SanDisk, the SanDisk logo, and Compact Flash are trademarks of SanDisk Corporation, registered in the United States and other countries. SD, microSD and SDHC are trademarks. Memory Stick Micro is a trademark of Sony Corporation. Other brand names mentioned herein are for identification purposes only and may be the trademarks of their respective holder(s).

SanDisk Corporation
Condensed Consolidated Statements of Operations
(In thousands, except per share amounts, unaudited)

	Three months ended				Six months ended
	July 1, 2007		July 2, 2006		July 1, 2007			July 2, 2006
Revenues:
Product	$	719,991	$	636,675	$	1,409,348		$	1,174,403
License and royalty		107,041		82,510		203,770			168,042
Total revenues		827,032		719,185		1,613,118			1,342,445
Cost of product revenues		588,736		430,177		1,158,824			815,044
Amortization of acquisition-related intangible assets		14,583		—		35,645			—
Total cost of product revenues		603,319		430,177		1,194,469			815,044
Gross profits		223,713		289,008		418,649			527,401
Operating expenses:
Research and development		101,185		73,785		196,825			137,547
Sales and marketing		60,517		45,067		116,723			88,442
General and administrative		41,165		37,182		88,156			67,198
Restructuring		212		—		6,728			—
Write-off of acquired in-process technology		—		—		—			39,600
Amortization of acquisition-related intangible assets		7,050		4,432		16,150			8,147
Total operating expenses		210,129		160,466		424,582			340,934
Operating income (loss)		13,584		128,542		(5,933	)		186,467
Total other income		38,556		22,013		74,815			40,477
Income before taxes		52,140		150,555		68,882			226,944
Provision for income taxes		23,605		54,914		35,762			96,188
Income after taxes		28,535		95,641		33,120			130,756
Minority interest		51		—		5,211			—
Net income	$	28,484	$	95,641	$	27,909		$	130,756
Net income per share:
Basic	$	0.12	$	0.49	$	0.12		$	0.67
Diluted	$	0.12	$	0.47	$	0.12		$	0.65
Shares used in computing net income per share:
Basic		227,959		195,527		227,707			194,302
Diluted		236,036		202,980		235,951			202,522

SanDisk Corporation
Reconciliation of GAAP to Non-GAAP Operating Results (*)
(In thousands, except per share amounts, unaudited)

	Three months ended						Six months ended
	July 1, 2007			July 2, 2006			July 1, 2007			July 2, 2006
SUMMARY RECONCILIATION OF NET INCOME
GAAP NET INCOME	$	28,484		$	95,641		$	27,909		$	130,756
Adjustments:
Share-based compensation (a)		36,971			25,870			68,190			44,656
Amortization of acquisition-related intangible assets (c)		21,633			4,432			51,795			8,147
Inventory step-up expense related to msystems acquisition (d)		2,119			—			7,066			—
Write-off of acquired in-process technology (b)		—			—			—			39,600
Income tax adjustments (e)		(17,364	)		(8,385	)		(38,283	)		(15,583	)
NON-GAAP NET INCOME	$	71,843		$	117,558		$	116,677		$	207,576
GAAP COST OF PRODUCT REVENUES	$	603,319		$	430,177		$	1,194,469		$	815,044
Share-based compensation (a)		(3,307	)		(2,478	)		(6,521	)		(2,478	)
Amortization of acquisition-related intangible assets (c)		(14,583	)		—			(35,645	)		—
Inventory step-up expense related to msystems acquisition (d)		(2,119	)		—			(7,066	)		—
NON-GAAP COST OF PRODUCT REVENUES	$	583,310		$	427,699		$	1,145,237		$	812,566
GAAP GROSS PROFIT	$	223,713		$	289,008		$	418,649		$	527,401
Share-based compensation (a)		3,307			2,478			6,521			2,478
Amortization of acquisition-related intangible assets (c)		14,583			—			35,645			—
Inventory step-up expense related to msystems acquisition (d)		2,119			—			7,066			—
NON-GAAP GROSS PROFIT	$	243,722		$	291,486		$	467,881		$	529,879
GAAP RESEARCH AND DEVELOPMENT EXPENSES	$	101,185		$	73,785		$	196,825		$	137,547
Share-based compensation (a)		(13,013	)		(10,421	)		(25,700	)		(19,207	)
NON-GAAP RESEARCH AND DEVELOPMENT EXPENSES	$	88,172		$	63,364		$	171,125		$	118,340
GAAP SALES AND MARKETING EXPENSES	$	60,517		$	45,067		$	116,723		$	88,442
Share-based compensation (a)		(10,361	)		(5,125	)		(17,284	)		(9,164	)
NON-GAAP SALES AND MARKETING EXPENSES	$	50,156		$	39,942		$	99,439		$	79,278
GAAP GENERAL AND ADMINISTRATIVE EXPENSES	$	41,165		$	37,182		$	88,156		$	67,198
Share-based compensation (a)		(10,290	)		(7,846	)		(18,685	)		(13,807	)
NON-GAAP GENERAL AND ADMINISTRATIVE EXPENSES	$	30,875		$	29,336		$	69,471		$	53,391
GAAP TOTAL OPERATING EXPENSES	$	210,129		$	160,466		$	424,582		$	340,934
Share-based compensation (a)		(33,664	)		(23,392	)		(61,669	)		(42,178	)
Write-off of acquired in-process technology (b)		—			—			—			(39,600	)
Amortization of acquisition-related intangible assets (c)		(7,050	)		(4,432	)		(16,150	)		(8,147	)
NON-GAAP TOTAL OPERATING EXPENSES	$	169,415		$	132,642		$	346,763		$	251,009
GAAP OPERATING INCOME (LOSS)	$	13,584		$	128,542		$	(5,933	)	$	186,467
Cost of goods sold adjustments (a) (c) (d)		20,009			2,478			49,232			2,478
Operating expense adjustments (a) (b) (c)		40,714			27,824			77,819			89,925
NON-GAAP OPERATING INCOME	$	74,307		$	158,844		$	121,118		$	278,870
GAAP NET INCOME	$	28,484		$	95,641		$	27,909		$	130,755
Cost of goods sold adjustments (a) (c) (d)		20,009			2,478			49,232			2,478
Operating expense adjustments (a) (b) (c)		40,714			27,824			77,819			89,925
Income tax adjustments (e)		(17,364	)		(8,385	)		(38,283	)		(15,583	)
NON-GAAP NET INCOME	$	71,843		$	117,558		$	116,677		$	207,575
Diluted net income per share:
GAAP	$	0.12		$	0.47		$	0.12		$	0.65
Non-GAAP	$	0.30		$	0.58		$	0.49		$	1.02
Shares used in computing diluted net income per share:
GAAP		236,036			202,980			235,951			202,522
Non-GAAP		236,855			204,126			236,649			203,716

SanDisk Corporation
Reconciliation of GAAP to Non-GAAP Operating Results (*)

(*)	To supplement our consolidated financial statements presented in accordance with generally accepted accounting principles (GAAP), we use non-GAAP measures of operating results, net income and earnings per share, which are adjusted from results based on GAAP to exclude certain expenses, gains and losses. These non-GAAP financial measures are provided to enhance the user’s overall understanding of our current financial performance and our prospects for the future. Specifically, we believe the non-GAAP results provide useful information to both management, and investors as these non-GAAP results exclude certain expenses, gains and losses that we believe are not indicative of our core operating results and because it is consistent with the financial models and estimates published by many analysts who follow the Company. For example, because the non-GAAP results exclude the expenses we recorded for share-based compensation in accordance with SFAS 123(R) effective January 2, 2006 and the acquisition of Matrix Semiconductor, Inc. in January 2006 and msystems Ltd. in November 2006, we believe the inclusion of non-GAAP financial measures provide consistency in our financial reporting. These non-GAAP results are one of the primary indicators management uses for assessing our performance, allocating resources and planning and forecasting future periods. Further, management uses non-GAAP information as certain non-cash charges such as amortization of purchased intangibles and share-based compensation do not reflect the cash operating results of the business and certain one-time expenses such as write-off of acquired in-process technology that do not reflect the ongoing results. These measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results. These non-GAAP measures may be different than the non-GAAP measures used by other companies.
(a)	Share-based compensation expense.
(b)	Write-off of acquired in-process technology associated with the Matrix acquisition (January 2006) and msystems acquisition (November 2006).
(c)	Amortization of acquisition-related intangible assets, primarily core and developed technology, related to the acquisition of Matrix and msystems.
(d)	Inventory step-up expense related to msystems acquisition.
(e)	Income taxes associated with certain non-GAAP adjustments.

SanDisk Corporation
Preliminary Condensed Consolidated Balance Sheets
(In thousands)

	July 1, 2007			April 1, 2007		December 31, 2006
	(unaudited)			(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	1,124,213		$	1,811,109	$	1,580,700
Short-term investments		1,787,022			1,169,795		1,251,493
Accounts receivable from product revenues, net		311,705			144,228		611,740
Inventory		601,372			594,156		495,984
Deferred taxes		176,480			175,770		176,007
Other current assets		246,745			162,422		125,937
Total current assets		4,247,537			4,057,480		4,241,861
Long-term investments		330,020			527,363		457,184
Property and equipment, net		341,829			328,645		317,965
Notes receivable and investments in flash ventures		531,684			442,884		462,307
Deferred taxes		113,788			95,366		102,100
Goodwill		849,907			852,862		910,254
Intangibles, net		354,079			376,827		389,078
Other non-current assets		59,855			68,783		87,034
Total Assets	$	6,828,699		$	6,750,210	$	6,967,783
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	190,240		$	188,680	$	261,870
Accounts payable to related parties		141,041			159,710		139,627
Other current accrued liabilities		189,130			162,687		311,000
Deferred income on shipments to distributors and retailers and deferred revenue		143,587			99,273		183,950
Total current liabilities		663,998			610,350		896,447
Convertible long-term debt		1,225,000			1,225,000		1,225,000
Non-current liabilities and deferred revenue		130,552			115,269		72,226
Total Liabilities		2,019,550			1,950,619		2,193,673
Minority interest		1,207			3,651		5,976
Stockholders’ Equity:
Common stock		3,722,400			3,686,562		3,657,121
Retained earnings		1,091,752			1,099,580		1,105,520
Accumulated other comprehensive income (loss)		(6,210	)		9,798		5,493
Total stockholders’ equity		4,807,942			4,795,940		4,768,134
Total Liabilities and Stockholders’ Equity	$	6,828,699		$	6,750,210	$	6,967,783

SanDisk Corporation
Condensed Consolidated Comparative Statement of Cash Flows
(in thousands, unaudited)

	Three months ended						Six months ended
	July 1, 2007			July 2, 2006			July 1, 2007			July 2, 2006
Cash flows from operating activities:
Net income	$	28,484		$	95,641		$	27,909		$	130,756
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Deferred taxes		24,329			(3,939	)		35,760			(17,395	)
Loss (gain) investment		1,637			(602	)		(567	)		(1,195	)
Depreciation and amortization		64,137			31,269			129,233			57,666
Provision for doubtful accounts		625			1,527			1,538			1,001
Deferred share-based compensation		36,971			25,903			68,190			44,688
Tax benefit from share-based compensation		(5,247	)		(19,114	)		(11,508	)		(61,023	)
Write-off of acquired in-process technology		—			—			—			39,600
Other non-cash charges		3,827			(3,536	)		8,576			(4,744	)
Changes in operating assets and liabilities:
Accounts receivable		(168,103	)		(67,498	)		298,927			23,048
Inventories		(6,454	)		35,508			(104,563	)		(39,976	)
Other assets		(93,601	)		(68,324	)		(30,176	)		(8,743	)
Accounts payable trade		1,535			(65,623	)		(71,698	)		(123,758	)
Accounts payable to related parties		(11,668	)		6,857			10,879			13,065
Other liabilities		33,077			91,270			(197,702	)		58,798
Total adjustments		(118,935	)		(36,302	)		136,889			(18,968	)
Net cash provided by (used in) operating activities		(90,451	)		59,339			164,798			111,788
Cash flows from investing activities:
Purchases of short and long-term investments		(1,054,695	)		(685,531	)		(1,591,857	)		(805,300	)
Proceeds from sale and maturities of short and long-term investments		655,536			220,782			1,204,682			375,446
Investment in Flash Partners and Flash Alliance		—			(84,338	)		—			(127,919	)
Acquisition of capital equipment, net		(54,002	)		(37,125	)		(97,801	)		(89,722	)
Notes receivable from FlashVision		12,735			—			37,512			—
Notes receivable from Flash Partners		(123,305	)		(95,445	)		(123,305	)		(95,445	)
Purchased technology and other assets		—			—			(13,240	)		—
Cash acquired in business combination, net of acquisition costs		—			—			—			9,432
Net cash used in investing activities		(563,731	)		(681,657	)		(584,009	)		(733,508	)
Cash flows from financing activities:
Proceeds from issuance of convertible notes, net of issuance costs		—			1,125,500			—			1,125,500
Purchase of convertible bond hedge		—			(386,090	)		—			(386,090	)
Proceeds from issuance of warrants		—			308,672			—			308,672
Proceeds from debt financing		3,791			—			3,791			—
Proceeds from employee stock programs		15,732			22,789			54,102			68,850
Distribution to minority interest		(2,395	)		—			(9,880	)		—
Tax benefit from share-based compensation		5,247			19,114			11,508			61,023
Share repurchase programs		(55,321	)		—			(97,417	)		—
Net cash provided by (used in) financing activities		(32,946	)		1,089,985			(37,896	)		1,177,955
Effect of changes in foreign currency exchange rates on cash		232			247			620			186
Net increase (decrease) in cash and cash equivalents		(686,896	)		467,914			(456,487	)		556,421
Cash and cash equivalents at beginning of period		1,811,109			850,565			1,580,700			762,058
Cash and cash equivalents at end of period	$	1,124,213		$	1,318,479		$	1,124,213		$	1,318,479