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): April 3, 2012

SanDisk Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-26734	77-0191793
(State or other jurisdiction of incorporation)	(Commission File No.)	(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 April 3, 2012, SanDisk Corporation (the “Registrant”) issued a press release to report certain preliminary financial results for its first quarter ended April 1, 2012.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.

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 April 3, 2012.

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: April 3, 2012
	SANDISK CORPORATION
	By:	/s/ Judy Bruner
	Name:	Judy Bruner
	Title:	Executive Vice President, Administration and Chief Financial Officer (Principal Financial Officer)

EXHIBIT INDEX

Exhibit Number	Description of Document
99.1	Press Release of SanDisk Corporation dated April 3, 2012.

EX-99.1

EXHIBIT 99.1

SanDisk Corporation

601 McCarthy Boulevard

Milpitas, CA 95035-7932

Phone: 408-801-1000

Fax: 408-801-8657

SANDISK PROVIDES BUSINESS UPDATE

Milpitas, CA, April 3, 2012 - SanDiskCorporation (NASDAQ:SNDK), a global leader in flash memory storage solutions provided preliminary revenue results for its first fiscal quarter 2012 ended April 1, 2012. Due to weaker than expected pricing and demand, the company estimates total revenue to be approximately $1.2 billion, down from the previously forecasted revenue range of $1.30 to $1.35 billion. Total gross margin is also expected to be below the previously guided range of 39% to 42%. SanDisk will release its first-quarter financial results and provide business commentary at its earnings conference call to be held on April 19, 2012.

FORWARD LOOKING STATEMENTS

This news release contains certain forward-looking statements, including statements about our preliminary revenue and gross margin results for the first quarter of fiscal year 2012. The preliminary financial information provided in this press release is subject to our normal quarter-end accounting review and review by our independent registered public accounting firm. The preliminary financial information is based on our current expectations and is subject to numerous risks and uncertainties that may cause these forward-looking statements to be inaccurate and may harm our business, financial condition and results of operations. Risks that may cause these forward-looking statements to be inaccurate include among others:

• that our preliminary results could be adjusted or otherwise change after our quarter-end accounting review and the review by our independent registered public accounting firm; 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 Annual Report on Form 10-K for the fiscal year ended January 1, 2012.

All statements made in this press release are made only as of the date set forth at the beginning of this release. We undertake no obligation to update the information in this release in the event facts or circumstances subsequently change after the date of the release.

ABOUT SANDISK

SanDisk Corporation is a global leader in flash memory storage solutions, from research and development, product design and manufacturing to branding and distribution for OEM and retail channels. Since 1988, SanDisk’s innovations in flash memory and storage system technologies have provided customers with new and transformational digital experiences. SanDisk’s diverse product portfolio includes flash memory cards and embedded solutions used in smart phones, tablets, digital cameras, camcorders, digital media players and other consumer electronic devices, as well as USB flash drives and solid-state drives (SSD) for the computing market. SanDisk’s products are used by consumers and enterprise customers around the world.

SanDisk is a Silicon Valley-based S&P 500 and Fortune 500 company, with more than half its sales outside the United States. For more information, visit www.sandisk.com.

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

CONTACTS:

Investor Contact:	Media Contact:
Jay Iyer	Lee Flanagin
(408) 801-2067	(408) 801-2463