SanDisk Reports Q4 and 2006 Financial Results
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SanDisk Reports Q4 and 2006 Financial Results

MILPITAS, Calif.—(BUSINESS WIRE)—January 30, 2007— SanDisk(R) Corporation (NASDAQ: SNDK), the world's largest supplier of flash storage card products, today announced results for the fourth quarter ended December 31, 2006. The Company's fourth quarter results reflect the recent acquisition of msystems(TM) Ltd., or msystems, that closed on November 19, 2006, and are compared to pre-acquisition results from prior reporting periods. Fourth quarter revenue increased 55% on a year-over-year basis to a record $1.164 billion, including $115 million of revenue from msystems. Standalone SanDisk fourth quarter revenue was $1.048 billion and increased 40% on a year-over-year basis. Fourth quarter net loss as reported on a consolidated basis and in accordance with U.S. Generally Accepted Accounting Principles (GAAP) was $35 million, or $0.17 per diluted share (including a charge of $186 million for the write-off of acquired in-process technology, $31 million for share-based compensation expenses, $20 million for other acquisition-related charges and a $10 million reduction in income taxes related to these items), compared to net income of $134 million, or $0.68 per diluted share, in the fourth quarter of 2005.

Total revenue for fiscal 2006 was $3.258 billion, up 41% from $2.306 billion in 2005. Standalone SanDisk total revenue was $3.142 billion and increased 36% for the year. Consolidated net income was $199 million, or $0.96 per diluted share (including a charge of $226 million for the write-off of acquired in-process technology, $101 million for share-based compensation expenses, $32 million for other acquisition-related charges and a $35 million reduction in income taxes related to these items), compared to net income of $386 million, or $2.00 per diluted share, in 2005.

"The seasonally strong fourth quarter was our first ever billion dollar quarter, completing a year of excellent growth in revenue, standalone SanDisk profit and market share," said Eli Harari, Chairman and CEO of SanDisk. "In Q4 we experienced excellent sales across the board, in both the retail and OEM channels, and spanning across our consumer cards, mobile cards, MP3 players and USB flash drives. I am pleased with the very strong execution by our operations and supply chain resulting in a 73% sequential increase in megabytes sold and a strong non-GAAP operating margin for the SanDisk standalone business, due in large part to our continuing focus on cost reductions."

"In the first quarter of 2007 we expect continuing robust demand for our mobile OEM products, seasonally lower retail sales, and a decline in margins due to the prevailing challenging market pricing for flash memory. Internally we are focused on executing the integration of msystems and driving continued cost reductions by commencing the transition of our captive production from 70-nanometer to 56-nanometer NAND MLC in the first quarter. In early January, we unveiled exciting new products for new markets: SSD (for notebook PCs), ReadyBoost(TM) flashdrives (for Microsoft Vista(TM)), Sansa(R) View (our first flash Personal Video Player), Sansa(R) Connect(TM) (for Wi-Fi(R) content sharing) and USBTV (a revolutionary new product bridging PC and TV). We believe these products will fuel new demand later this year," Harari concluded.

Highlights

-- Consolidated product revenue was a record $1.079 billion in the fourth quarter, up 58% year-over-year including $115 million from the acquisition of msystems.

-- License and royalty revenue for the fourth quarter was $85 million, up 26% year-over-year.

-- Excluding the newly acquired msystems business, total megabytes sold in the fourth quarter increased 268% on a year-over-year basis and 73% sequentially. For the full year of 2006, megabytes sold increased 221%, excluding msystems.

-- On a SanDisk standalone basis, fourth quarter average price per megabyte sold declined 62% on a year-over-year basis and 17% sequentially. For the full year of 2006 the average price per megabyte sold declined 58% excluding msystems.

-- Including msystems, GAAP product gross margin in the fourth quarter was 30.7%, compared to 34.4% in the fourth quarter of 2005 and 32.4% in the third-quarter of 2006. Fourth quarter non-GAAP product gross margin was 32.3% including msystems and 34.7% for SanDisk standalone, compared to 34.4% in the fourth quarter of 2005 and 32.7% in the third quarter of 2006.

-- Consolidated GAAP operating income for the fourth quarter was $12 million, or 1% of revenues (including a charge of $186 million for the write-off of acquired in-process technology, $31 million for share-based compensation expenses and $20 million for other acquisition-related charges). Consolidated non-GAAP operating income (excluding the charges and expenses described above) was $248 million or 21% of revenue compared to operating income of $198 million or 26% of revenue in the fourth quarter of 2005.

-- Consolidated cash flow from operations for 2006 was $594 million compared to $481 million in 2005 and total cash, short-term and long-term investments was $3.3 billion at the end of 2006.

-- SanDisk completed its acquisition of msystems on November 19, 2006 in an all stock transaction valued at approximately $1.5 billion.

-- SanDisk announced a $300 million, two-year stock repurchase plan to reduce the level of stockholder dilution caused by the issuance of employee equity incentive awards.

-- Retail presence grew to more than 208,000 storefronts including 67,000 in the mobile channel.

-- At the 2007 International Consumer Electronics Show, SanDisk won two "Best of CES" Awards for the Hottest MP3 Player--the "Sansa Connect"-- and the CES Innovation Award for the V-Mate(TM) Video Memory Card Recorder.

-- Average retail card capacity in the fourth quarter was 1113 megabytes, up 101% from the fourth quarter of 2005 and up 26% sequentially.

-- SanDisk and Toshiba announced commencement of the transition from 70 nanometer to 56 nanometer technology and the launch of the 16 Gigabit High Performance NAND MLC Flash memory chip expected to begin shipping in the second quarter of 2007.

Scheduled Interviews

Judy Bruner, SanDisk's Executive Vice President, Administration and CFO, is scheduled to appear on Bloomberg TV's "Bloomberg On The Markets," January 31, 2007 beginning at approximately 6:53 a.m. PST.

Conference Call

SanDisk's fourth quarter 2007 conference call is scheduled for 2:00 p.m. PST, Tuesday, January 30, 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) 981-5523. A copy of this press release will be furnished with 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.

Forward-Looking Statements

This news release contains certain forward-looking statements, including statements about our business prospects and outlook for the first quarter of 2007, including anticipated increased demand for our mobile OEM products, demand for certain new products for new markets, seasonally lower retail sales, a decline in margins due to prevailing challenging market pricing for flash memory, market supply and demand, cost reductions, expected technology transitions and a scheduled appearance by 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 or a slower adoption rate for these products in current and new markets that we are targeting, 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 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, 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, less than expected growth in the average megabyte capacity per card, price increases from non-captive flash memory sources and third-party subcontractors, higher than expected operating expenses, higher than anticipated capital equipment expenditures, adverse global economic and geo-political conditions, including adverse currency exchange rates and acts of terror and war, the timely development, internal qualification and customer acceptance of new products that are based on 56-nanometer NAND technology, fluctuations in license and royalty revenues, business interruption due to earthquakes, hurricanes, pandemics, power outages or other natural disasters, particularly in areas in the Pacific Rim and Japan where we manufacture and assemble products, potential impact of high energy prices and other global events outside of our control which could adversely impact consumer confidence and hence reduce demand for our products, risks related to our acquisition of msystems, including that we may not realize the expected benefits of the acquisition due to integration challenges, the loss of customers, suppliers, distributors or other third parties or other issues, 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 and that we may incur charges or other accounting changes as a result of the merger, the risk that scheduled appearances by our executives could be cancelled or delayed by us or the network, and the 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 Form 10-K for the fiscal year ended January 1, 2006 and our quarterly reports on Form 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.

www.sandisk.com

SanDisk, the SanDisk logo, and Sansa are trademarks of SanDisk Corporation, registered in the United States and other countries. msystems is a trademark of msystems Ltd. Sansa Connect and V-Mate are trademarks of SanDisk 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 data, unaudited)

                        Three months ended      Twelve months ended
                      ----------------------- ------------------------
                      December 31, January 1, December 31, January 1,
                          2006        2006        2006         2006
                      ------------ ---------- ------------ -----------
Revenues:
  Product              $1,078,880  $ 683,431   $2,926,472  $2,066,607
  License and royalty      84,815     67,136      331,053     239,462
                      ------------ ---------- ------------ -----------
Total revenues          1,163,695    750,567    3,257,525   2,306,069

Cost of product
 revenues                 737,295    448,503    2,007,684   1,333,335
Amortization of
 acquisition related
 intangible assets         10,368          -       10,368           -
                      ------------ ---------- ------------ -----------
Total cost of revenues    747,663    448,503    2,018,052   1,333,335

                      ------------ ---------- ------------ -----------
Gross profits             416,032    302,064    1,239,473     972,734

Operating expenses:
  Research and
   development             91,246     44,039      306,866     194,810
  Sales and marketing      70,003     38,991      203,406     122,232
  General and
   administrative          52,390     20,583      159,835      79,110
  Write-off of
   acquired in-process
   technology             186,000          -      225,600           -
  Amortization of
   acquisition related
   intangible assets        4,853          -       17,432           -
                      ------------ ---------- ------------ -----------
Total operating
 expenses                 404,492    103,613      913,139     396,152
                      ------------ ---------- ------------ -----------

Operating income           11,540    198,451      326,334     576,582

Total other income         31,674     14,111      104,374      36,725
                      ------------ ---------- ------------ -----------

Income before taxes        43,214    212,562      430,708     613,307

Provision for income
 taxes                     76,736     78,648      230,193     226,923
                      ------------ ---------- ------------ -----------

Income (loss) after
 taxes                    (33,522)   133,914      200,515     386,384

Minority interest           1,619          -        1,619           -

                      ------------ ---------- ------------ -----------
Net income (loss)      $  (35,141) $ 133,914   $  198,896  $  386,384
                      ============ ========== ============ ===========

Net income (loss) per
 share:
  Basic                $    (0.17) $    0.72   $     1.00  $     2.11
  Diluted              $    (0.17) $    0.68   $     0.96  $     2.00

Shares used in
 computing net income
 (loss) per share:
  Basic                   210,849    186,884      198,929     183,008
  Diluted                 210,849    197,486      207,451     193,016

                         SanDisk Corporation
       Reconciliation of GAAP to Non-GAAP Operating Results (1)
           (In thousands, except per share data, unaudited)

                        Three months ended      Twelve months ended
                      ----------------------- ------------------------
                      December 31, January 1, December 31, January 1,
                          2006        2006        2006         2006
                      ------------ ---------- ------------ -----------

SUMMARY RECONCILIATION
 OF NET INCOME
 GAAP NET INCOME
  (LOSS)              $   (35,141) $ 133,914   $  198,896  $  386,384
 Adjustments:
  Share-based
   compensation (a)        30,793          -      100,641           -
  Amortization of
   acquisition related
   intangible assets
   (c)                     15,221          -       27,800           -
  Inventory step-up
   expense related to
   msystems
   acquisition (d)          4,471          -        4,471           -
  Write-off of
   acquired in-process
   technology (b)         186,000          -      225,600           -
  Income tax
   adjustments (e)         (9,673)         -      (34,548)          -
                      ------------ ---------- ------------ -----------
NON-GAAP NET INCOME   $   191,671  $ 133,914   $  522,860  $  386,384
                      ============ ========== ============ ===========

DETAILED
 RECONCILIATION OF
 SPECIFIC ITEMS:
 REVENUE
 Product revenues -
  Standalone SanDisk  $   964,295  $ 683,431   $2,811,887  $2,066,607
 Product revenues -
  Former msystems (f)     114,585          -      114,585
 License and royalty -
  Standalone SanDisk       83,921     67,136      330,159     239,462
 License and royalty -
  Former msystems (f)         894          -          894
                      ------------ ---------- ------------ -----------
CONSOLIDATED REVENUE  $ 1,163,695  $ 750,567   $3,257,525  $2,306,069
                      ============ ========== ============ ===========

GAAP COST OF PRODUCT
 REVENUES             $   747,663  $ 448,503   $2,018,052  $1,333,335
 Share-based
  compensation (a)         (2,892)         -       (7,991)          -
  Amortization of
   acquisition related
   intangible assets
   (c)                    (10,368)         -      (10,368)          -
  Inventory step-up
   expense related to
   msystems
   acquisition (d)         (4,471)         -       (4,471)          -
                      ------------ ---------- ------------ -----------
NON-GAAP COST OF
 PRODUCT REVENUES     $   729,932  $ 448,503   $1,995,222  $1,333,335
                      ============ ========== ============ ===========
  Standalone SanDisk
   Non-GAAP cost of
   product revenues       629,951    448,503    1,895,241   1,333,335
  Former msystems Non-
   GAAP cost of
   product revenues
   (f)                     99,981          -       99,981           -

GAAP GROSS PROFIT     $   416,032  $ 302,064   $1,239,473  $  972,734
  Share-based
   compensation (a)         2,892          -        7,991           -
  Amortization of
   acquisition related
   intangible assets
   (c)                     10,368          -       10,368           -
  Inventory step-up
   expense related to
   msystems
   acquisition (d)          4,471          -        4,471           -
                      ------------ ---------- ------------ -----------
NON-GAAP GROSS PROFIT $   433,763  $ 302,064   $1,262,303  $  972,734
                      ============ ========== ============ ===========
   Standalone SanDisk
    Non-GAAP gross
    profit                418,265    302,064    1,246,805     972,734
   Former msystems
    Non-GAAP gross
    profit (f)             15,498          -       15,498           -

GAAP RESEARCH AND
 DEVELOPMENT EXPENSES $    91,246  $  44,039   $  306,866  $  194,810
  Share-based
   compensation (a)       (11,522)         -      (40,999)
                      ------------ ---------- ------------ -----------
NON-GAAP RESEARCH AND
 DEVELOPMENT EXPENSES $    79,724  $  44,039   $  265,867  $  194,810
                      ============ ========== ============ ===========

GAAP SALES AND
 MARKETING EXPENSES   $    70,003  $  38,991   $  203,406  $  122,232
  Share-based
   compensation (a)        (7,831)         -      (21,617)          -
                      ------------ ---------- ------------ -----------
NON-GAAP SALES AND
 MARKETING EXPENSES   $    62,172  $  38,991   $  181,789  $  122,232
                      ============ ========== ============ ===========

GAAP GENERAL AND
 ADMINISTRATIVE
 EXPENSES             $    52,390  $  20,583   $  159,835  $   79,110
  Share-based
   compensation (a)        (8,548)         -      (30,034)          -
                      ------------ ---------- ------------ -----------
NON-GAAP GENERAL AND
 ADMINISTRATIVE
 EXPENSES             $    43,842  $  20,583   $  129,801  $   79,110
                      ============ ========== ============ ===========

GAAP TOTAL OPERATING
 EXPENSES             $   404,492  $ 103,613   $  913,139  $  396,152
  Share-based
   compensation (a)       (27,901)         -      (92,650)          -
  Write-off of
   acquired in-process
   technology (b)        (186,000)         -     (225,600)          -
  Amortization of
   acquisition related
   intangible assets
   (c)                     (4,853)         -      (17,432)          -
                      ------------ ---------- ------------ -----------
NON-GAAP TOTAL
 OPERATING EXPENSES   $   185,738  $ 103,613   $  577,457  $  396,152
                      ============ ========== ============ ===========

GAAP OPERATING INCOME $    11,540  $ 198,451   $  326,334  $  576,582
  Cost of goods sold
   adjustments (a) (c)
   (d)                     17,731          -       22,830           -
  Operating expense
   adjustments (a-c)      218,754          -      335,682           -
                      ------------ ---------- ------------ -----------
NON-GAAP OPERATING
 INCOME               $   248,025  $ 198,451   $  684,846  $  576,582
                      ============ ========== ============ ===========
  Standalone SanDisk
   operating income       248,925    198,451      685,746     576,582
  Former msystems
   operating loss (f)        (900)         -         (900)          -

GAAP NET INCOME (LOSS)$   (35,141) $ 133,914   $  198,896  $  386,384
  Cost of goods sold
   adjustments (a) (c)
   (d)                     17,731          -       22,830           -
  Operating expense
   adjustments (a-c)      218,754          -      335,682           -
  Income tax
   adjustments (e)         (9,673)         -      (34,548)          -
                      ------------ ---------- ------------ -----------
NON-GAAP NET INCOME   $   191,671  $ 133,914   $  522,860  $  386,384
                      ============ ========== ============ ===========

Diluted net income
 (loss) per share:
  GAAP                $     (0.17) $    0.68   $     0.96  $     2.00
  Non-GAAP            $      0.87  $    0.68   $     2.51  $     2.00

Shares used in
 computing diluted net
 income (loss) per
 share:
  GAAP                    210,849    197,486      207,451     193,016
  Non-GAAP                220,090    197,486      208,661     193,016

                     SanDisk Corporation
  Reconciliation of GAAP to Non-GAAP Operating Results (1)
      (In thousands, except per share data, unaudited)

                                       Three months ended
                                   --------------------------
                                   December 31,  October 1,
                                       2006          2006
                                   ------------  ------------

SUMMARY RECONCILIATION OF NET
 INCOME
 GAAP NET INCOME (LOSS)             $  (35,141)   $  103,281
  Adjustments:
    Share-based compensation (a)        30,793        25,193
    Amortization of acquisition
     related intangible assets (c)      15,221         4,432
    Inventory step-up expense
     related to msystems
     acquisition (d)                     4,471             -
    Write-off of acquired in-
     process technology (b)            186,000             -
    Income tax adjustments (e)          (9,673)       (9,292)
                                   ------------  ------------
NON-GAAP NET INCOME                 $  191,671    $  123,614
                                   ============  ============

DETAILED RECONCILIATION OF SPECIFIC
 ITEMS:
  REVENUE
  Product revenues - Standalone
   SanDisk                          $  964,295    $  673,189
  Product revenues - Former
   msystems (f)                        114,585             -
  License and royalty - Standalone
   SanDisk                              83,921        78,196
  License and royalty - Former
   msystems (f)                            894             -
                                   ------------  ------------
CONSOLIDATED REVENUE                $1,163,695    $  751,385
                                   ============  ============

GAAP COST OF PRODUCT REVENUES       $  747,663    $  455,345
  Share-based compensation (a)          (2,892)       (2,621)
  Amortization of acquisition-
   related intangible assets (c)       (10,368)            -
  Inventory step-up expense related
   to msystems acquisition (d)          (4,471)            -
                                   ------------  ------------
NON-GAAP COST OF PRODUCT REVENUES   $  729,932    $  452,724
                                   ============  ============
     Standalone SanDisk Non-GAAP
      cost of product revenues         629,951       452,724
     Former msystems Non-GAAP cost
      of product revenues (f)           99,981             -

GAAP GROSS PROFIT                   $  416,032    $  296,040
  Share-based compensation (a)           2,892         2,621
  Amortization of acquisition
   related intangible assets (c)        10,368             -
  Inventory step-up expense related
   to msystems acquisition (d)           4,471             -
                                   ------------  ------------
NON-GAAP GROSS PROFIT               $  433,763    $  298,661
                                   ============  ============
     Standalone SanDisk Non-GAAP
      gross profit                     418,265       298,661
     Former msystems Non-GAAP gross
      profit (f)                        15,498             -

GAAP RESEARCH AND DEVELOPMENT
 EXPENSES                           $   91,246    $   78,073
  Share-based compensation (a)         (11,522)      (10,270)
                                   ------------  ------------
NON-GAAP RESEARCH AND DEVELOPMENT
 EXPENSES                           $   79,724    $   67,803
                                   ============  ============

GAAP SALES AND MARKETING EXPENSES   $   70,003    $   44,961
  Share-based compensation (a)          (7,831)       (4,623)
                                   ------------  ------------
NON-GAAP SALES AND MARKETING
 EXPENSES                           $   62,172    $   40,338
                                   ============  ============

GAAP GENERAL AND ADMINISTRATIVE
 EXPENSES                           $   52,390    $   40,247
  Share-based compensation (a)          (8,548)       (7,679)
                                   ------------  ------------
NON-GAAP GENERAL AND ADMINISTRATIVE
 EXPENSES                           $   43,842    $   32,568
                                   ============  ============

GAAP TOTAL OPERATING EXPENSES       $  404,492    $  167,713
  Share-based compensation (a)         (27,901)      (22,572)
  Write-off of acquired in-process
   technology (b)                     (186,000)            -
  Amortization of acquisition
   related intangible assets (c)        (4,853)       (4,432)
                                   ------------  ------------
NON-GAAP TOTAL OPERATING EXPENSES   $  185,738    $  140,709
                                   ============  ============

GAAP OPERATING INCOME               $   11,540    $  128,327
  Cost of goods sold adjustments
   (a) (c) (d)                          17,731         2,621
  Operating expense adjustments (a-
   c)                                  218,754        27,004
                                   ------------  ------------
NON-GAAP OPERATING INCOME           $  248,025    $  157,952
                                   ============  ============
     Standalone SanDisk Non-GAAP
      operating income                 248,925       157,952
     Former msystems Non-GAAP
      operating loss (f)                  (900)            -

GAAP NET INCOME (LOSS)              $  (35,141)   $  103,281
  Cost of goods sold adjustments
   (a) (c) (d)                          17,731         2,621
  Operating expense adjustments (a-
   c)                                  218,754        27,004
  Income tax adjustments (e)            (9,673)       (9,292)
                                   ------------  ------------
NON-GAAP NET INCOME (LOSS)          $  191,671    $  123,614
                                   ============  ============

Diluted net income (loss) per
 share:
  GAAP                              $    (0.17)   $     0.51
  Non-GAAP                          $     0.87    $     0.61

Shares used in computing diluted
 net income (loss) per share:
  GAAP                                 210,849       202,747
  Non-GAAP                             220,090       203,757


(1) 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 stock compensation in accordance with SFAS 123R 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 Semiconductor, Inc., or Matrix, acquisition (January 2006) and
 msystems Ltd, or 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.
(f) msystems Ltd. results included in SanDisk from date of acquisition
 on November 19, 2006.

                         SanDisk Corporation
                Condensed Consolidated Balance Sheets
                            (In thousands)


                                              December 31, January 1,
                                                  2006         2006
                    ASSETS                     (unaudited)
                                              ------------ -----------

Current Assets:
 Cash and cash equivalents                     $1,580,700  $  762,058
 Short-term investments                         1,228,773     935,639
 Accounts receivable from product revenues,
  net                                             611,740     329,014
 Inventory                                        495,984     331,584
 Deferred taxes                                   176,007      95,518
 Other current assets                             148,657     121,922
                                              ------------ -----------
 Total current assets                           4,241,861   2,575,735

 Long-term investments                            457,184           -
 Property and equipment, net                      317,965     211,092
 Notes receivable and investments in flash
  ventures                                        462,307     265,074
 Deferred taxes                                    78,002           -
 Goodwill                                         910,254       5,415
 Intangibles, net                                 389,078       4,608
 Other non-current assets                          87,034      58,263
                                              ------------ -----------
        Total assets                           $6,943,685  $3,120,187
                                              ============ ===========

     LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
 Accounts payable                              $  241,239  $  231,208
 Accounts payable to related parties              160,258      74,121
 Other current accrued liabilities                315,518     115,525
 Deferred income on shipments to distributors
  and retailers and deferred revenue              183,950     150,283
                                              ------------ -----------
 Total current liabilities                        900,965     571,137

 Convertible long-term debt                     1,225,000           -
 Non-current liabilities and deferred revenue      48,128      25,259
                                              ------------ -----------
 Total liabilities                              2,174,093     596,396
                                              ------------ -----------

 Minority interest                                  5,976           -

 Commitments and contingencies

Stockholders' Equity:
 Common stock                                   3,652,603   1,622,007
 Retained earnings                              1,105,520     906,624
 Accumulated other comprehensive income             5,493       2,635
 Deferred compensation                                  -      (7,475)
                                              ------------ -----------
 Total stockholders' equity                     4,763,616   2,523,791
                                              ------------ -----------

         Total Liabilities and Stockholders'
          Equity                               $6,943,685  $3,120,187
                                              ============ ===========

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

                         Three months ended      Twelve months ended
                       ----------------------- -----------------------
                       December 31, January 1, December 31, January 1,
                           2006        2006        2006        2006
                       ------------ ---------- ------------ ----------
Cash flows from
 operating activities:
Net income (loss)       $  (35,141) $ 133,914  $   198,896  $ 386,384
Adjustments to
 reconcile net income
 (loss) to net cash
 provided by operating
 activities:
 Deferred taxes             (1,615)    (1,344)     (25,636)    (1,538)
 (Gain) loss on
  investment in
  foundries                 (1,116)      (272)      (2,480)     8,480
 Depreciation and
  amortization              45,876     18,868      135,585     65,774
 Provision for doubtful
  accounts                     556       (161)       3,316       (272)
 Share-based
  compensation expense      30,793        908      100,641      2,499
 Tax benefit from
  share-based
  compensation               2,627          -      (61,453)         -
 Write-off of acquired
  in-process technology    186,000          -      225,600          -
 Other non-cash income
  (charges)                 (3,514)    (4,397)        (313)     5,071
 Changes in operating
  assets and
  liabilities:
  Accounts receivable     (143,337)  (117,634)    (115,061)  (134,207)
  Inventory                 34,105    (44,706)     (23,660)  (135,162)
  Other assets             (65,995)   (63,885)     (12,094)   (31,148)
  Accounts payable
   trade                     3,503     86,892      (84,860)   148,234
  Accounts payable,
   related party            16,869      8,302       45,249     24,657
  Other liabilities        114,436     62,386      210,273    142,083
                       ------------ ---------- ------------ ----------
Total adjustments          219,188    (55,043)     395,107     94,471
                       ------------ ---------- ------------ ----------

Net cash provided by
 operating activities      184,047     78,871      594,003    480,855
                       ------------ ---------- ------------ ----------

Cash flows from
 investing activities:
 Purchases of short and
  long-term investments   (697,778)  (312,685)  (2,135,973)  (803,967)
 Proceeds from sale and
  maturities of short
  and long-term
  investments              615,348    267,228    1,497,120    722,986
 Investment in Flash
  Partners and Flash
  Alliance                       -    (21,790)    (132,209)   (21,790)
 Investment in
  foundries                      -     (3,500)           -     (3,500)
 Acquisition of capital
  equipment, net           (53,031)   (53,977)    (176,474)  (134,477)
 Notes receivable from
  FlashVision               15,014          -       23,538    (34,249)
 Notes receivable from
  Flash Partners                 -          -      (95,445)         -
 Notes receivable from
  Matrix Semiconductor           -    (20,000)           -    (20,000)
 Notes receivable from
  Tower                     (2,912)         -       (9,705)         -
 Acquisition of
  technology licenses            -     (4,500)           -     (4,500)
 Cash acquired in
  business combination,
  net of acquisition
  costs                     41,655          -       51,087          -
                       ------------ ---------- ------------ ----------
Net cash used in
 investing activities      (81,704)  (149,224)    (978,061)  (299,497)
                       ------------ ---------- ------------ ----------

Cash flows from
 financing activities:
 Proceeds from issuance
  of convertible debt,
  net of issuance costs          -          -    1,125,500          -
 Purchase of
  convertible bond
  hedge                          -          -     (386,090)         -
 Proceeds from issuance
  of warrants                    -          -      308,672          -
 Proceeds from employee
  stock programs            10,196     67,155       96,304    115,398
 Cash distribution to
  minority interest         (4,491)         -       (4,491)         -
 Tax benefit from
  share-based
  compensation              (2,627)         -       61,453          -
                       ------------ ---------- ------------ ----------
Net cash provided by
 financing activities        3,078     67,155    1,201,348    115,398
                       ------------ ---------- ------------ ----------

Effect of changes in
 foreign currency
 exchange rates on cash      1,124        644        1,352      1,507
                       ------------ ---------- ------------ ----------

Net increase (decrease)
 in cash and cash
 equivalents               106,545     (2,554)     818,642    298,263

Cash and cash
 equivalents at
 beginning of period     1,474,155    764,612      762,058    463,795

                       ------------ ---------- ------------ ----------
Cash and cash
 equivalents at end of
 period                 $1,580,700  $ 762,058  $ 1,580,700  $ 762,058
                       ============ ========== ============ ==========


Contact:

SanDisk Corporation
Lori Barker Padon, 408-801-1384 (Investors)
Jay Iyer, 408-801-2067 (Investors)
Mike Wong, 408-801-1240 (Media)