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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
¥ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 28, 2003
nTRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES ACT OF 1934
Commission File No. 0-26734
SanDisk Corporation
(Exact name of Registrant as speciÑed in its charter)
Delaware 77-0191793
(State or other jurisdiction of (IRS Employer
incorporation or organization) IdentiÑcation No.)
140 Caspian Court, Sunnyvale, California 94089
(Address of principal executive oÇce) (Zip Code)
Registrant's telephone number, including area code:
(408) 542-0500
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value;
Rights to Purchase Series A, Junior Participating Preferred Stock
(Title of Class)
Indicate by check mark whether the Registrant (1) has Ñled all reports required to be Ñled by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to Ñle such reports), and (2) has been subject to such Ñling requirements for the past
90 days. Yes ¥No n
Indicate by check mark if disclosure of delinquent Ñlers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of registrant's knowledge, in deÑnitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K ¥.
Indicate by check mark whether the Registrant is an accelerated Ñler (as deÑned in Exchange Act
Rule 12b-2). Yes ¥No n
The aggregate market value of voting stock held by non-aÇliates of the Registrant, as of June 29, 2003 was
approximately $2,124,728,990 (based upon the closing price for shares of the Registrant's common stock as reported
by the Nasdaq National Market on that date, the last trading date of the Registrant's most recently completed
second quarter). Shares of common stock held by each oÇcer, director and each person known to the Registrant to
be the holder of 5% or more of the outstanding common stock have been excluded from this calculation in that such
persons may be deemed to be aÇliates. This determination of aÇliate status is not necessarily a conclusive
determination for other purposes.
As of March 1, 2004, the Registrant had 161,271,908 shares of Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement for the 2004 Annual Meeting of Stockholders to be held on
May 20, 2004 are incorporated by reference into Part III of this Form 10-K.