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): January 28, 2008

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

EXHIBIT 99.1

Item 2.02 Results of Operations and Financial Condition

     On January 28, 2008, SanDisk Corporation (the “Registrant”) issued a press release to report its financial results for its fourth quarter and fiscal year ended December 30, 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 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 some 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 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 January 28, 2008 to report its financial results for its fourth quarter and fiscal year ended December 30, 2007.

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: January 28, 2008

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

EXHIBIT INDEX

Exhibit
Number	Description of Document
99.1	Press Release of SanDisk Corporation dated January 28, 2008 to report its financial results for its fourth quarter and fiscal year ended December 30, 2007.

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 Q4 AND 2007 FINANCIAL RESULTS

Milpitas, CA, January 28, 2008 — SanDisk^® Corporation (NASDAQ:SNDK), the world’s largest supplier of flash storage card products, today announced results for the fourth quarter ended December 30, 2007. Fourth-quarter revenue of $1.246 billion increased 7% on a year-over-year basis and 20% on a sequential basis. Fourth-quarter net income, in accordance with U.S. Generally Accepted Accounting Principles (GAAP) was $106 million, or $0.45 per diluted share, compared to a GAAP net loss of $35 million, or $0.17 per diluted share, in the fourth quarter of 2006 that included a write-off of acquired in-process technology.

Total revenue for fiscal 2007 of $3.896 billion increased 20% from $3.258 billion in 2006. Net income for fiscal 2007 was $218 million, or $0.93 per diluted share, compared to net income of $199 million, or $0.96 per diluted share that included write-offs of acquired in-process technology in fiscal 2006.

Excluding the impact of acquisition-related charges, share-based compensation expense and the related tax effect, fourth quarter non-GAAP net income increased to $162 million, or $0.69 per diluted share, compared to third quarter 2007 non-GAAP net income of $130 million, or $0.54 per diluted share. Non-GAAP net income was $192 million, or $0.87 per diluted share, in the fourth quarter of 2006. On the same non-GAAP basis, total fiscal 2007 non-GAAP net income was $408 million, or $1.73 per diluted share, compared to $523 million, or $2.51 per diluted share in fiscal 2006.

“This was a good quarter for SanDisk considering the challenging business conditions in our markets. We continued to see strong growth in our mobile business where we sold a record 51 million units and our diversified and differentiated product portfolio delivered sequential growth in product gross margin,” said Eli Harari, Chairman and CEO. “Despite current uncertainties in the worldwide economy and a challenging industry pricing environment in the first quarter, we expect to grow our top and bottom line in 2008, driven by continuing strength in our mobile markets, our expanding international retail footprint and our competitive cost structure.”

Key Metrics and Highlights for Fourth Quarter of 2007

• Product revenue was a record $1.118 billion, up 4% year-over-year and 22% sequentially.

• License and royalty revenue was a record $128 million, up 51% year-over-year and 8% sequentially.

• Total megabytes sold increased 146% year-over-year and 37% sequentially.

• Average price per megabyte sold declined 58% on a year-over-year basis and 11% sequentially.

• Average retail card capacity of 1816 megabytes was an increase of 63% on a year-over-year basis and 12% sequentially.

• For fiscal 2007 total megabytes sold increased 190% and average price per megabyte sold declined 60%.

• GAAP product gross margin was 28.1% compared to 30.7% in the fourth quarter of 2006 and 24.3% in the third quarter of 2007.

• Non-GAAP product gross margin was 29.7% compared to 32.3% in the fourth quarter of 2006 and 26.4% in the third quarter of 2007.

• GAAP operating income was $173 million compared to $12 million in the fourth quarter of 2006 and $109 million in the third quarter of 2007.

• Non-GAAP operating income was $223 million, or 18% of revenue, compared to $248 million, or 21% of revenue, in the fourth quarter of 2006 and $162 million, or 16% of revenue, in the third quarter of 2007.

• SanDisk announced Cruzer^® Titanium Plus, a USB flash drive with automatic online file backup.

• SanDisk unveiled Vaulter^TM, a solid-state storage solution that works in conjunction with a PC’s hard drive to store and launch the computer’s operating system and software applications.

• SanDisk launched Video HD cards to provide consumers with high-definition, fast speed storage in the growing flash-based digital camcorder market.

• SanDisk filed patent infringement actions against 25 companies that manufacture, sell and import various removable flash storage products. Since filing these actions, 8 companies have signed patent cross license agreements with SanDisk.

• SanDisk repurchased 7.5 million shares during 2007 under a previously announced $300 million share repurchase plan to reduce the level of stockholder dilution caused by issuance of employee equity incentive awards.

Conference Call

SanDisk’s fourth quarter 2007 conference call is scheduled for 2:00 p.m. PST, Monday, January 28, 2008. 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) 312-1451. The dial-in password is 7440453. A copy of this press release will be furnished to the Securities and Exchange Commission on a current report on

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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 products including our mobile products, and expected growth in international retail, 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 including, for example, our solid state drives, or a slower adoption rate for our products in current and new markets that we are targeting including, for example, the mobile phone market,

• 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 43nm NAND flash technology or the ramp-up of the 300 millimeter flash fabrication facility,

• 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,

• adverse results in litigation or regulatory actions 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 Corporation, the inventor and world’s largest supplier of flash storage cards, is a global leader in flash memory – from research, manufacturing and product design to consumer branding and retail distribution. SanDisk’s product portfolio includes flash memory cards for mobile phones, digital cameras and camcorders, digital audio/video players, USB flash drives for consumers and the enterprise, embedded memory for mobile devices, and solid state drives for computers. SanDisk (www.sandisk.com/corporate) is a Silicon Valley-based S&P 500 company, with more than half its sales outside the United States.

SanDisk, the SanDisk logo, and Cruzer are trademarks of SanDisk Corporation, registered in the United States and other countries. Vaulter is a trademark of SanDisk Corporation.

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

	Three months ended					Twelve months ended
	December 30, 2007		December 31, 2006			December 30, 2007		December 31, 2006
Revenues:
Product	$	1,117,967	$	1,078,880		$	3,446,125	$	2,926,472
License and royalty		127,858		84,815			450,241		331,053
Total revenues		1,245,825		1,163,695			3,896,366		3,257,525
Cost of product revenues		789,493		737,295			2,628,838		2,007,684
Amortization of acquisition-related intangible assets		14,582		10,368			64,809		10,368
Total cost of product revenues		804,075		747,663			2,693,647		2,018,052
Gross profit		441,750		416,032			1,202,719		1,239,473
Operating expenses:
Research and development		110,708		91,246			418,066		306,866
Sales and marketing		105,416		70,003			294,594		203,406
General and administrative		47,772		52,390			181,509		159,835
Restructuring		—		—			6,728		—
Write-off of acquired in-process technology		—		186,000			—		225,600
Amortization of acquisition-related intangible assets		4,558		4,853			25,308		17,432
Total operating expenses		268,454		404,492			926,205		913,139
Operating income		173,296		11,540			276,514		326,334
Total other income		17,887		31,674			121,902		104,374
Income before taxes		191,183		43,214			398,416		430,708
Provision for income taxes		85,373		76,736			174,848		230,193
Income (loss) after taxes		105,810		(33,522	)		223,568		200,515
Minority interest		—		1,619			5,211		1,619
Net income (loss)	$	105,810	$	(35,141	)	$	218,357	$	198,896
Net income (loss) per share calculation:
Net income (loss) used in computing basic net income (loss) per share	$	105,810	$	(35,141	)	$	218,357	$	198,896
Tax-effected interest costs related to convertible long term debt		117		—			469		58
Net income (loss) used in computing diluted net income (loss) per share	$	105,927	$	(35,141	)	$	218,826	$	198,954
Net income (loss) per share:
Basic	$	0.47	$	(0.17	)	$	0.96	$	1.00
Diluted	$	0.45	$	(0.17	)	$	0.93	$	0.96
Shares used in computing net income (loss) per share:
Basic		226,871		210,849			227,744		198,929
Diluted		234,033		210,849			235,857		207,451

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

	Three months ended						Twelve months ended
	December 30, 2007			December 31, 2006			December 30, 2007			December 31, 2006
SUMMARY RECONCILIATION OF NET INCOME
GAAP NET INCOME (LOSS)	$	105,810		$	(35,141	)	$	218,357		$	198,896
Adjustments:
Share-based compensation (a)		30,693			30,793			133,010			100,641
Amortization of acquisition-related intangible assets (c)		19,140			15,221			90,117			27,800
Inventory step-up expense related to msystems acquisition (d)		—			4,471			7,066			4,471
Write-off of acquired in-process technology (b)		—			186,000			—			225,600
Income tax adjustments (e)		5,985			(9,673	)		(40,441	)		(34,548	)
NON-GAAP NET INCOME	$	161,628		$	191,671		$	408,109		$	522,860
GAAP COST OF PRODUCT REVENUES	$	804,075		$	747,663		$	2,693,647		$	2,018,052
Share-based compensation (a)		(4,060	)		(2,892	)		(14,743	)		(7,991	)
Amortization of acquisition-related intangible assets (c)		(14,582	)		(10,368	)		(64,809	)		(10,368	)
Inventory step-up expense related to msystems acquisition (d)		—			(4,471	)		(7,066	)		(4,471	)
NON-GAAP COST OF PRODUCT REVENUES	$	785,433		$	729,932		$	2,607,029		$	1,995,222
GAAP GROSS PROFIT	$	441,750		$	416,032		$	1,202,719		$	1,239,473
Share-based compensation (a)		4,060			2,892			14,743			7,991
Amortization of acquisition-related intangible assets (c)		14,582			10,368			64,809			10,368
Inventory step-up expense related to msystems acquisition (d)		—			4,471			7,066			4,471
NON-GAAP GROSS PROFIT	$	460,392		$	433,763		$	1,289,337		$	1,262,303
GAAP RESEARCH AND DEVELOPMENT EXPENSES	$	110,708		$	91,246		$	418,066		$	306,866
Share-based compensation (a)		(10,965	)		(11,522	)		(49,193	)		(40,999	)
NON-GAAP RESEARCH AND DEVELOPMENT EXPENSES	$	99,743		$	79,724		$	368,873		$	265,867
GAAP SALES AND MARKETING EXPENSES	$	105,416		$	70,003		$	294,594		$	203,406
Share-based compensation (a)		(6,482	)		(7,831	)		(31,722	)		(21,617	)
NON-GAAP SALES AND MARKETING EXPENSES	$	98,934		$	62,172		$	262,872		$	181,789
GAAP GENERAL AND ADMINISTRATIVE EXPENSES	$	47,772		$	52,390		$	181,509		$	159,835
Share-based compensation (a)		(9,186	)		(8,548	)		(37,352	)		(30,034	)
NON-GAAP GENERAL AND ADMINISTRATIVE EXPENSES	$	38,586		$	43,842		$	144,157		$	129,801
GAAP TOTAL OPERATING EXPENSES	$	268,454		$	404,492		$	926,205		$	913,139
Share-based compensation (a)		(26,633	)		(27,901	)		(118,267	)		(92,650	)
Write-off of acquired in-process technology (b)		—			(186,000	)		—			(225,600	)
Amortization of acquisition-related intangible assets (c)		(4,558	)		(4,853	)		(25,308	)		(17,432	)
NON-GAAP TOTAL OPERATING EXPENSES	$	237,263		$	185,738		$	782,630		$	577,457
GAAP OPERATING INCOME	$	173,296		$	11,540		$	276,514		$	326,334
Cost of product revenues adjustments (a) (c) (d)		18,642			17,731			86,618			22,830
Operating expense adjustments (a) (b) (c)		31,191			218,754			143,575			335,682
NON-GAAP OPERATING INCOME	$	223,129		$	248,025		$	506,707		$	684,846
GAAP NET INCOME (LOSS)	$	105,810		$	(35,141	)	$	218,357		$	198,896
Cost of product revenues adjustments (a) (c) (d)		18,642			17,731			86,618			22,830
Operating expense adjustments (a) (b) (c)		31,191			218,754			143,575			335,682
Income tax adjustments (e)		5,985			(9,673	)		(40,441	)		(34,548	)
NON-GAAP NET INCOME	$	161,628		$	191,671		$	408,109		$	522,860
Net income per share calculation: Non-GAAP
Net income used in computing basic Non-GAAP net income per share	$	161,628		$	191,671		$	408,109		$	522,860
Tax-effected interest costs related to convertible long term debt		117			58			469			58
Net income used in computing diluted Non-GAAP net income per share	$	161,745		$	191,729		$	408,578		$	522,918
Diluted net income (loss) per share:
GAAP	$	0.45		$	(0.17	)	$	0.93		$	0.96
Non-GAAP	$	0.69		$	0.87		$	1.73		$	2.51
Shares used in computing diluted net income (loss) per share:
GAAP		234,033			210,849			235,857			207,451
Non-GAAP		234,154			220,090			236,614			208,661

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 some 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 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)

	December 30, 2007		December 31, 2006
	(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	833,749	$	1,580,700
Short-term investments		1,001,641		1,251,493
Accounts receivable from product revenues, net		462,983		611,740
Inventory		555,077		495,984
Deferred taxes		212,255		176,007
Other current assets		233,952		125,937
Total current assets		3,299,657		4,241,861
Long-term investments		1,060,393		457,184
Property and equipment, net		422,895		317,965
Notes receivable and investments in flash ventures		1,108,905		462,307
Deferred taxes		117,130		102,100
Goodwill		840,870		910,254
Intangibles, net		322,023		389,078
Other non-current assets		62,946		87,034
Total Assets	$	7,234,819	$	6,967,783
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	285,711	$	261,870
Accounts payable to related parties		158,443		139,627
Other current accrued liabilities		286,850		311,000
Deferred income on shipments to distributors and retailers and deferred revenue		182,879		183,950
Total current liabilities		913,883		896,447
Convertible long-term debt		1,225,000		1,225,000
Non-current liabilities and deferred revenue		135,252		72,226
Total liabilities		2,274,135		2,193,673
Minority interest		1,067		5,976
Stockholders’ Equity:
Common stock		3,797,073		3,657,121
Retained earnings		1,130,069		1,105,520
Accumulated other comprehensive income		32,475		5,493
Total stockholders’ equity		4,959,617		4,768,134
Total Liabilities and Stockholders’ Equity	$	7,234,819	$	6,967,783

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

	Three months ended						Twelve months ended
	December 30, 2007			December 31, 2006			December 30, 2007			December 31, 2006
Cash flows from operating activities:
Net income (loss)	$	105,810		$	(35,141	)	$	218,357		$	198,896
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred and other taxes		(26,171	)		(1,615	)		(35,188	)		(25,636	)
(Gain)loss on equity investments		10,545			(1,116	)		7,844			(2,480	)
Depreciation and amortization		63,707			45,876			260,151			135,585
Provision for doubtful accounts		553			556			3,530			3,316
Share-based compensation expense		30,693			30,793			133,010			100,641
Excess tax benefit from share-based compensation		(2,661	)		6,687			(18,375	)		(57,393	)
Write-off of acquired in-process technology		—			186,000			—			225,600
Other non-cash charges ( income)		2,228			(3,514	)		4,877			(313	)
Changes in operating assets and liabilities:
Accounts receivable from product revenues		(25,520	)		(143,337	)		145,657			(115,061	)
Inventory		(10,375	)		34,105			(57,586	)		(23,660	)
Other assets		(81,790	)		(59,202	)		(34,789	)		(12,094	)
Accounts payable trade		62,368			24,135			23,772			(64,228	)
Accounts payable to related parties		(1,547	)		(3,763	)		20,966			24,617
Other liabilities		21,369			114,436			(19,299	)		210,273
Total adjustments		43,399			230,041			434,570			399,167
Net cash provided by operating activities		149,209			194,900			652,927			598,063
Cash flows from investing activities:
Purchases of short and long-term investments		(572,012	)		(697,778	)		(3,717,897	)		(2,135,973	)
Proceeds from sale and maturities of short and long-term investments		764,501			615,348			3,399,583			1,497,120
Investment in Flash Partners and Flash Alliance		(87,544	)		—			(125,547	)		(132,209	)
Acquisition of property and equipment, net		(79,051	)		(53,031	)		(258,954	)		(176,474	)
Proceeds from notes receivable from Flash Vision		—			15,014			37,512			23,538
Issuance of notes receivable to Flash Partners		(115,651	)		—			(525,252	)		(95,445	)
Purchased technology and other assets		—			—			(27,803	)		—
Cash acquired in business combination, net of acquisition costs		—			31,950			—			41,382
Net cash used in investing activities		(89,757	)		(88,497	)		(1,218,358	)		(978,061	)
Cash flows from financing activities:
Proceeds from issuance of convertible senior notes, net of issuance costs		—			—			—			1,125,500
Purchase of convertible bond hedge		—			—			—			(386,090	)
Proceeds from issuance of warrants		—			—			—			308,672
Proceeds from debt financing		2,000			—			9,803			—
Proceeds from employee stock programs		3,001			10,196			100,311			96,304
Distribution to minority interest		—			(4,491	)		(9,880	)		(4,491	)
Excess tax benefit from share-based compensation		2,661			(6,687	)		18,375			57,393
Share repurchase programs		(202,190	)		—			(299,607	)		—
Net cash provided by (used in) financing activities		(194,528	)		(982	)		(180,998	)		1,197,288
Effect of changes in foreign currency exchange rates on cash		(2,097	)		1,124			(522	)		1,352
Net increase (decrease) in cash and cash equivalents		(137,173	)		106,545			(746,951	)		818,642
Cash and cash equivalents at beginning of period		970,922			1,474,155			1,580,700			762,058
Cash and cash equivalents at end of period	$	833,749		$	1,580,700		$	833,749		$	1,580,700