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 22, 2010

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 No.)  

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

¨      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))

TABLE OF CONTENTS

Item 2.02 Results of Operations and Financial Condition

Item 9.01 Financial Statements and Exhibits

SIGNATURES

EXHIBIT INDEX

EXHIBIT 99.1

Item 2.02 Results of Operations and Financial Condition

On July 22, 2010, SanDisk Corporation (the “Registrant”) issued a press release to report its financial results for its second quarter ended July 4, 2010.

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 operating results, net income (loss) and net income (loss) 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, the amortization of acquisition-related intangible assets related to acquisitions of Matrix Semiconductor, Inc. in January 2006 and MusicGremlin, Inc. in June 2008, and non-cash economic interest expense associated with the Registrant’s cash-settled convertible debt, 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 that excludes certain non-cash charges, such as amortization of purchased intangible assets, share-based compensation, and non-cash economic interest expense associated with cash-settled convertible debt, as these non-GAAP charges do not reflect the cash operating results of the business or 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

(d) Exhibits

Exhibit Number	Description of Document
99.1	Press Release of SanDisk Corporation dated July 22, 2010 to report its financial results for its second quarter ended July 4, 2010.

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 22, 2010
	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 July 22, 2010 to report its financial results for its second quarter ended July 4, 2010.

EX-99.1

.1

EXHIBIT 99.1

SanDisk Corporation

601 McCarthy Boulevard

Milpitas, CA 95035-7932

Phone: 408-801-1000

Fax: 408-801-8657

CONTACT:	Investor Contact:	Media Contact:
	Jay Iyer	Ryan Donovan
	(408) 801-2067	(408) 801-2857

SANDISK ANNOUNCES SECOND QUARTER 2010 FINANCIAL RESULTS

Milpitas, CA, July 22, 2010 - SanDiskCorporation (NASDAQ:SNDK), the global leader in flash memory cards, today announced results for the second quarter ended July 4, 2010.  Total second quarter revenue of $1.18 billion increased 61% on a year-over-year basis and increased 9% on a sequential basis.  Net income, in accordance with U.S. Generally Accepted Accounting Principles (GAAP), was $258 million, or $1.08 per diluted share, compared to GAAP net income of $53 million, o r $0.23 per diluted share, in the second quarter of 2009 and GAAP net income of $235 million, or $0.99 per diluted share, in the first quarter of 2010.

On a non-GAAP basis, which excludes the impact of share-based compensation expense, amortization of acquisition-related intangible assets, non-cash economic interest expense associated with the cash-settled convertible note, and related tax adjustments and valuation allowance, second-quarter net income was $258 million, or $1.08 per diluted share, compared to net income of $83 million, or $0.36 per diluted share, in the second quarter of 2009 and net income of $225 million, or $0.95 per diluted share, in the first quarter of 2010.  For reconciliation of non-GAAP to GAAP results, see accompanying financial tables and footnotes.

“SanDisk delivered another excellent quarter, with OEM demand driving record unit and gigabytes sold.  We achieved 47% total gross margin, due to cost reductions and a stable pricing environment.  We exited the quarter with a record high cash balance of $3.7 billion or $2.6 billion net of debt.  For the second half of the year, demand from our diversified customer base is very strong.  We expect our recent announcement of our Fab 5 joint venture with Toshiba to allow us to meet our customers’ growing demand for flash in the coming years”, sai d Eli Harari, Chairman and CEO of SanDisk.

SECOND QUARTER 2010 METRICS & HIGHLIGHTS

• Total revenue was $1.18 billion, up 61% year-over-year and up 9% sequentially.
• Product revenue was $1.09 billion, up 79% year-over-year and up 10% sequentially.
• License and royalty revenue was $88 million, down 27% year-over-year and down 6% sequentially.
• Total gross profit, product gross profit and operating income compared on a year-over-year and sequential basis are shown in the table below:

Metric  in millions of US$, except %	GAAP			Non-GAAP
	Q210	Q209	Q110	Q210	Q209	Q110
Total gross profit % of total revenue	$546  46.3%	$249  34.1%	$500  46.0%	$551  46.7%	$255  34.8%	$506  46.5%
Product gross profit % of product revenue	$459  42.0%	$129  21.1%	$407  40.9%	$463  42.4%	$134 22.0%	$412 41.5%
Operating income % of total revenue	$359  30.4%	$68 9.4%	$314 28.9%	$377  32.0%	$94 12.9%	$334  30.8%

• Cash flow from operations was $385 million and free cash flow was $363 million.
• Total cash and equivalents, short and long-term marketable securities at the end of the second quarter were $3.7 billion compared to $2.3 billion at the end of the second quarter of 2009 and $3.3 billion at the end of the first quarter of 2010.
• Average price per gigabyte sold declined 18% on a year-over-year basis and declined 8% sequentially.

OTHER RECENT KEY ANNOUNCEMENTS

• Separately today, SanDisk announced that Dr. Eli Harari, Founder, Chairman and Chief Executive Officer, will retire from his current positions on December 31, 2010.  As part of the succession planning process, the Board of Directors appointed Sanjay Mehrotra, currently SanDisk’s President and Chief Operating Officer, as the new Chief Executive Officer of the company, effective January 1, 2011.  Mr. Mehrotra was appointed to the Company’s Board of Directors effective July 21, 2010.  The Board also appointed Michael Marks, a member of the SanDisk Board since 2003, to the role of Chairman effective January 1, 2011.
• SanDisk and Toshiba signed primary agreements towards forming their third 300 millimeter joint venture that will build and operate a new NAND wafer fab, Fab 5, in Yokkaichi, Japan.
• SanDisk began shipping its SanDisk® SD™ “write once read many” (WORM) card with 1 gigabyte of capacity.  The WORM card is ideal for archival purposes, with data storage of up to 100 years.
• SanDisk introduced its next-generation multi-level cell NAND based solid-state drive, SanDisk® SSD G4, and modular solid-state drive, SanDisk® SSD P4, with capacities up to 256 gigabytes and 128 gigabytes, respectively.

CONFERENCE CALL

SanDisk’s second quarter 2010 conference call is scheduled for 2:00 P.M., Pacific Time, Thursday, July 22, 2010.  The conference call will be webcast and can be accessed live, and throughout the quarter, at SanDisk's website at http://www.sandisk.com/IR.  To participate in the call via telephone, the dial-in number is 719-325-4819 and the dial-in password is 8237874.  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.

SCHEDULED INTERVIEWS

SanDisk Corporation Chairman and Chief Executive Officer, Eli Harari, is scheduled to appear on CNBC’s “Power Lunch,” on Friday, July 23, 2010, at approximately 10:20 A.M., Pacific Time.

FORWARD LOOKING STATEMENTS

This news release contains certain forward-looking statements, including statements about our business prospects and outlook, our expectations for fiscal year 2010 and our expectations regarding our business, including expected growth in flash memory demand in 2010 and beyond, our ability to obtain supply to meet that demand and our customer base, that are based on our current expectations and are subject to numerous risks and uncertainties that may cause these forward-looking statements to be inaccurate and may significantly harm our business, financial condition and results of operations.  Risks that may cause these forward-looking statements to be inaccurate include among others:

• competitive pricing pressures, resulting in lower average selling prices and lower or negative product gross margins;
• less than anticipated demand, including due to economic weakness in our markets and among consumers generally;
• unpredictable or changing demand for our products, particularly for certain form factors or capacities;
• excess captive memory output or capacity which could result in write-downs for excess inventory, lower of cost or market reserves, fixed costs associated with under-utilized capacity, or other consequences;
• insufficient captive and non-captive memory supply to meet demand;
• insufficient non-memory materials or capacity from our suppliers and contract manufacturers to meet demand; or increases in cost of non-memory materials or capacity;
• our products may not perform as expected; 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 Quarterly Report on Form 10-Q for the first quarter of fiscal 2010.

FORWARD LOOKING STATEMENTS REGARDING EXECUTIVE TRANSITION

This press release contains certain forward-looking statements, including statements about the retirement of Mr. Harari, the promotion of Mr. Mehrotra, the appointment of Mr. Marks  and the expected performance of SanDisk, particularly in the quotes included above that are based on SanDisk’s current expectations and involve numerous risks and uncertainties that may cause these forward-looking statements to be inaccurate, including, among others:  that either Mr. Mehrotra or Mr. Marks is no longer with the Company or otherwise does not assume their new positions with SanDisk on the effective time of such appointment, that this leadership transition is not successful, or that SanDisk does not perform as expected and the other risks deta iled from time-to-time in SanDisk’s Securities and Exchange Commission filings and reports, including, but not limited to, under the caption “Risk Factors” and elsewhere in SanDisk’s most recent annual report on Form 10-K and SanDisk’s subsequent quarterly reports on Form 10-Q.  The parties do not intend to update the information contained in this release.

ABOUT SANDISK

SanDisk Corporation is the global leader in flash memory cards, 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 is a Silicon Valley-based S&P 500 company, with more than half its sales outside the United States.

SanDisk and the SanDisk logo and are trademarks of SanDisk Corporation, registered in the United States and other countries.  SD is a trademark of SD-3C LLC.  Other brand names mentioned herein are for identification purposes only and may be the trademarks of their respective holder(s).

SanDisk Corporation
Preliminary Condensed Consolidated Statements of Operations
(in thousands, except per share amounts, unaudited)
	Three months ended					Six months ended
	July 4, 2010			June 28, 2009		July 4, 2010		June 28, 2009
Revenues:
Product	$	1,091,315		$	610,432	$	2,084,510	$	1,198,531
License and royalty		87,753			120,141		181,221		191,513
Total revenues		1,179,068			730,573		2,265,731		1,390,044
Cost of product revenues		629,554			478,444		1,212,907		1,135,922
Amortization of acquisition-related intangible assets		3,132			3,132		6,264		6,264
Total cost of product revenues		632,686			481,576		1,219,171		1,142,186
Gross profit		546,382			248,997		1,046,560		247,858
Operating expenses:
Research and development		99,799			91,219		198,452		178,155
Sales and marketing		52,094			50,409		100,595		88,287
General and administrative		35,399			38,636		74,123		76,961
Amortization of acquisition-related intangible assets		291			291		583		583
Restructuring and other		-			-		-		765
Total operating expenses		187,583			180,555		373,753		344,751
Operating income (loss)		358,799			68,442		672,807		(96,893	)
Other income (expense)		(24	)		4,716		8,962		(13,977	)
Income (loss) before provision for income taxes		358,775			73,158		681,769		(110,870	)
Provision for income taxes		100,881			20,651		189,184		44,618
Net income (loss)	$	257,894		$	52,507	$	492,585	$	(155,488	)
Net income (loss) per share:
Basic	$	1.11		$	0.23	$	2.14	$	(0.69	)
Diluted	$	1.08		$	0.23	$	2.07	$	(0.69	)
Shares used in computing net income (loss) per share:
Basic		231,673			226,976		230,487		226,753
Diluted		239,801			231,066		238,566		226,753

SanDisk Corporation
Reconciliation of Preliminary GAAP to Non-GAAP Operating Results (1)
(in thousands, except per share data, unaudited)
	Three months ended						Six months ended
	July 4, 2010			June 28, 2009			July 4, 2010			June 28, 2009
SUMMARY RECONCILIATION OF NET INCOME (LOSS)
GAAP NET INCOME (LOSS)	$	257,894		$	52,507		$	492,585		$	(155,488	)
Share-based compensation (a)		14,977			22,354			31,847			38,684
Amortization of acquisition-related intangible assets (b)		3,423			3,423			6,847			6,847
Convertible debt interest (c)		14,208			13,159			28,129			26,085
Income tax adjustments (d)		(32,702	)		(8,495	)		(76,566	)		58,357
NON-GAAP NET INCOME (LOSS)	$	257,800		$	82,948		$	482,842		$	(25,515	)
GAAP COST OF PRODUCT REVENUES	$	632,686		$	481,576		$	1,219,171		$	1,142,186
Share-based compensation (a)		(1,309	)		(2,446	)		(3,767	)		(4,820	)
Amortization of acquisition-related intangible assets (b)		(3,132	)		(3,132	)		(6,264	)		(6,264	)
NON-GAAP COST OF PRODUCT REVENUES	$	628,245		$	475,998		$	1,209,140		$	1,131,102
GAAP GROSS PROFIT	$	546,382		$	248,997		$	1,046,560		$	247,858
Share-based compensation (a)		1,309			2,446			3,767			4,820
Amortization of acquisition-related intangible assets (b)		3,132			3,132			6,264			6,264
NON-GAAP GROSS PROFIT	$	550,823		$	254,575		$	1,056,591		$	258,942
GAAP RESEARCH AND DEVELOPMENT EXPENSES	$	99,799		$	91,219		$	198,452		$	178,155
Share-based compensation (a)		(6,544	)		(9,052	)		(13,346	)		(15,204	)
NON-GAAP RESEARCH AND DEVELOPMENT EXPENSES	$	93,255		$	82,167		$	185,106		$	162,951
GAAP SALES AND MARKETING EXPENSES	$	52,094		$	50,409		$	100,595		$	88,287
Share-based compensation (a)		(3,153	)		(4,886	)		(5,341	)		(7,235	)
NON-GAAP SALES AND MARKETING EXPENSES	$	48,941		$	45,523		$	95,254		$	81,052
GAAP GENERAL AND ADMINISTRATIVE EXPENSES	$	35,399		$	38,636		$	74,123		$	76,961
Share-based compensation (a)		(3,971	)		(5,970	)		(9,393	)		(11,425	)
NON-GAAP GENERAL AND ADMINISTRATIVE EXPENSES	$	31,428		$	32,666		$	64,730		$	65,536
GAAP TOTAL OPERATING EXPENSES	$	187,583		$	180,555		$	373,753		$	344,751
Share-based compensation (a)		(13,668	)		(19,908	)		(28,080	)		(33,864	)
Amortization of acquisition-related intangible assets (b)		(291	)		(291	)		(583	)		(583	)
NON-GAAP TOTAL OPERATING EXPENSES	$	173,624		$	160,356		$	345,090		$	310,304
GAAP OPERATING INCOME (LOSS)	$	358,799		$	68,442		$	672,807		$	(96,893	)
Cost of product revenues adjustments (a) (b)		4,441			5,578			10,031			11,084
Operating expense adjustments (a) (b)		13,959			20,199			28,663			34,447
NON-GAAP OPERATING INCOME (LOSS)	$	377,199		$	94,219		$	711,501		$	(51,362	)
GAAP OTHER INCOME (EXPENSE)	$	(24	)	$	4,716		$	8,962		$	(13,977	)
Convertible debt interest (c)		14,208			13,159			28,129			26,085
NON-GAAP OTHER INCOME (EXPENSE)	$	14,184		$	17,875		$	37,091		$	12,108
GAAP NET INCOME (LOSS)	$	257,894		$	52,507		$	492,585		$	(155,488	)
Cost of product revenues adjustments (a) (b)		4,441			5,578			10,031			11,084
Operating expense adjustments (a) (b)		13,959			20,199			28,663			34,447
Convertible debt interest (c)		14,208			13,159			28,129			26,085
Income tax adjustments (d)		(32,702	)		(8,495	)		(76,566	)		58,357
NON-GAAP NET INCOME (LOSS)	$	257,800		$	82,948		$	482,842		$	(25,515	)
Diluted net income (loss) per share:
GAAP	$	1.08		$	0.23		$	2.07		$	(0.69	)
Non-GAAP	$	1.08		$	0.36		$	2.03		$	(0.11	)
Shares used in computing diluted net income (loss) per share:
GAAP		239,801			231,066			238,566			226,753
Non-GAAP		238,807			231,818			237,652			226,753

SanDisk Corporation

Reconciliation of Preliminary GAAP to Non-GAAP Operating Results (1)

(1)   To supplement our condensed consolidated financial statements presented in accordance with generally accepted accounting principles (GAAP), we use non-GAAP measures of operating results, net income (loss) and net income (loss) 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 t he Company.  For example, because the non-GAAP results exclude the expenses we recorded for share-based compensation, the amortization of acquisition-related intangible assets related to acquisitions of Matrix Semiconductor, Inc. in January 2006 and MusicGremlin, Inc. in June 2008, and non-cash economic interest expense associated with our cash-settled convertible debt, 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 that excludes certain non-cash charges, such as amortization of purchased intangible assets, share-based compensation and non-cash economic interest expense associated with our cash-settled convertible debt, as these non-GAAP charges do not reflect the cash operating results of the business or th e 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)   Amortization of acquisition-related intangible assets, primarily core and developed technology, related to the acquisitions of Matrix Semiconductor, Inc. (January 2006) and MusicGremlin, Inc. (June 2008).

c)   Incremental interest expense relating to the non-cash economic interest expense associated with the Company's cash-settled convertible debt.

d)   Income taxes associated with certain non-GAAP to GAAP adjustments and a valuation allowance on deferred taxes.

SanDisk Corporation
Preliminary Condensed Consolidated Balance Sheets
(in thousands, unaudited)
	July 4, 2010			January 3, 2010
ASSETS
Current assets:
Cash and cash equivalents	$	1,237,011		$	1,100,364
Short-term marketable securities		1,190,562			819,002
Accounts receivable from product revenues, net		345,264			234,407
Inventory		493,871			596,493
Deferred taxes		95,314			66,869
Other current assets		95,444			97,639
Total current assets		3,457,466			2,914,774
Long-term marketable securities		1,290,038			1,097,095
Property and equipment, net		258,837			300,997
Notes receivable and investments in the flash ventures with Toshiba		1,589,084			1,507,550
Deferred taxes		52,049			21,210
Intangible assets, net		47,331			58,076
Other non-current assets		45,575			102,017
Total assets	$	6,740,380		$	6,001,719
LIABILITIES
Current liabilities:
Accounts payable trade	$	115,177		$	134,427
Accounts payable to related parties		197,044			182,091
Convertible short-term debt		-			75,000
Other current accrued liabilities		304,554			234,079
Deferred income on shipments to distributors and retailers and deferred revenue		270,245			245,513
Total current liabilities		887,020			871,110
Convertible long-term debt		963,438			934,722
Non-current liabilities		321,071			287,478
Total liabilities		2,171,529			2,093,310
EQUITY
Stockholders' equity:
Common stock		4,395,065			4,269,074
Retained earnings (accumulated deficit)		5,096			(487,489	)
Accumulated other comprehensive income		171,649			128,713
Total stockholders' equity		4,571,810			3,910,298
Non-controlling interests		(2,959	)		(1,889	)
Total equity		4,568,851			3,908,409
Total liabilities and equity	$	6,740,380		$	6,001,719

SanDisk Corporation
Preliminary Condensed Consolidated Statements of Cash Flows
(in thousands, unaudited)
	Three months ended						Six months ended
	July 4, 2010			June 28, 2009			July 4, 2010			June 28, 2009
Cash flows from operating activities:
Net income (loss)	$	257,894		$	52,507		$	492,585		$	(155,488	)
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
Deferred taxes		(18,287	)		(6,619	)		(78,909	)		2,303
Depreciation		34,040			37,527			69,105			76,652
Amortization		20,437			18,766			40,588			37,110
Provision for doubtful accounts		(977	)		(2,942	)		(2,599	)		(779	)
Share-based compensation expense		14,977			22,354			31,847			38,684
Excess tax benefit from share-based compensation		(11,561	)		-			(13,728	)		-
Impairments, restructuring and other		4,085			(1,905	)		(16,238	)		7,133
Other non-operating		9,674			5,060			18,939			(967	)
Changes in operating assets and liabilities:
Accounts receivable from product revenues		(109,829	)		(38,793	)		(109,935	)		(27,960	)
Inventory		73,742			21,239			100,230			61,548
Other assets		2,292			50,425			23,577			270,808
Accounts payable trade		19,836			(12,226	)		(19,072	)		(124,686	)
Accounts payable to related parties		53,996			(53,108	)		14,953			(123,263	)
Other liabilities		34,747			(116,572	)		162,002			(199,643	)
Total adjustments		127,172			(76,794	)		220,760			16,940
Net cash provided by (used in) operating activities		385,066			(24,287	)		713,345			(138,548	)
Cash flows from investing activities:
Purchases of short and long-term marketable securities		(831,546	)		(367,171	)		(1,442,959	)		(536,109	)
Proceeds from sale of short and long-term marketable securities		474,434			150,732			691,711			572,630
Proceeds from maturities of short and long-term marketable securities		125,295			51,010			169,015			87,640
Proceeds from sale of assets		-			-			17,767			-
Acquisition of property and equipment		(22,486	)		(16,170	)		(37,414	)		(32,667	)
Distribution from FlashVision Ltd.		-			-			122			12,713
Notes receivable issuance, Flash Partners Ltd. and Flash Alliance Ltd.		-			(51,573	)		-			(377,923	)
Notes receivable proceeds, Flash Partners Ltd. and Flash Alliance Ltd.		-			53,079			-			330,149
Purchased technology and other assets		-			(4,577	)		(1,982	)		(3,153	)
Net cash provided by (used in) investing activities		(254,303	)		(184,670	)		(603,740	)		53,280
Cash flows from financing activities:
Repayment of debt financing		-			-			(75,000	)		-
Proceeds from employee stock programs		66,401			1,705			84,356			6,275
Excess tax benefit from share-based compensation		11,561			-			13,728			-
Net cash provided by financing activities		77,962			1,705			23,084			6,275
Effect of changes in foreign currency exchange rates on cash		5,775			1,700			3,958			1,459
Net increase (decrease) in cash and cash equivalents		214,500			(205,552	)		136,647			(77,534	)
Cash and cash equivalents at beginning of period		1,022,511			1,090,079			1,100,364			962,061
Cash and cash equivalents at end of period	$	1,237,011		$	884,527		$	1,237,011		$	884,527