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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): October 21, 2015

(Exact name of registrant as specified in its charter)

SANDISK CORPORATION

951 SanDisk Drive, Milpitas, California 95035

(Address of principal executive offices) (Zip Code)

Registrants 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:

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

x 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

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Item 2.02 Results of Operations and Financial Condition

On October 21, 2015, SanDisk Corporation ( SanDisk or the Company ) issued a press release to report its financial results for its third quarter ended September 27, 2015.

The press release, related Prepared Remarks for Investors and investor presentation are attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively, and are incorporated herein in their entirety by reference. In addition to the preliminary condensed consolidated financial statements presented in accordance with generally accepted accounting principles (GAAP), the attached documents contains non-GAAP measures of operating results, net income and net income 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 users overall understanding of SanDisks current financial performance and its prospects for the future. Specifically, SanDisk 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 they are consistent with the financial models and estimates published by many analysts who follow SanDisk. For example, because the non-GAAP results exclude the expenses SanDisk recorded for share-based compensation, inventory step-up expense, amortization of acquisition-related intangible assets related to acquisitions of Pliant Technology, Inc. in May 2011, FlashSoft Corporation in February 2012, Schooner Information Technology, Inc. in June 2012, SMART Storage Systems in August 2013 and Fusion-io, Inc. in July 2014, impairment of acquisition-related in-process research and development intangible assets, non-cash economic interest expense associated with SanDisks convertible senior notes, non-cash change in fair value of the liability component of the convertible senior notes due to the conversion of a portion of the 1.5% Convertible Senior Notes due 2017 and related tax adjustments, SanDisk believes the inclusion of non-GAAP financial measures provides consistency in its financial reporting. In addition, SanDisks non-GAAP diluted shares are adjusted for the impact of expensing share-based compensation and include the impact of SanDisks call options which, when exercised, will offset the issuance of dilutive shares from SanDisks convertible senior notes , while SanDisks GAAP diluted shares exclude the anti-dilutive impact of these call options. These non-GAAP results are some of the...


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