SanDisk 2010 Annual Report Download - page 58

AUDIT COMMITTEE REPORT
The information contained in this report shall not be deemed to be “soliciting material” or to be “filed”
with the SEC, nor shall such information be incorporated by reference into any future filings with the SEC, or
subject to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically
incorporates it by reference into a document filed under the Securities Act of 1933, as amended, or the Exchange
Act.
The following is the report of the Audit Committee with respect to the Company’s audited financial
statements for the fiscal year ended January 2, 2011 included in the Company’s Annual Report on Form 10-K,
which was filed with the SEC on February 23, 2011.
The Audit Committee has reviewed and discussed the audited financial statements with management of the
Company.
The Audit Committee has discussed with the Company’s independent registered accounting firm, Ernst &
Young LLP, the matters required to be discussed by U.S. Auditing Standards, AU Section 380, as adopted by the
Public Accounting Oversight Board in Rule 3200T, which include, among other items, matters related to the
conduct of the audit of the Company’s financial statements.
The Audit Committee has received the written disclosures and the letter from Ernst & Young LLP required
by applicable requirements of the Public Company Accounting Oversight Board regarding Ernst & Young LLP’s
communications with the Audit Committee concerning independence, and has discussed with Ernst & Young
LLP the independence of Ernst & Young LLP from the Company.
Based on the review and discussions referred to above in this report, the Audit Committee recommended to
the Company’s Board of Directors that the audited financial statements be included in the Company’s Annual
Report on Form 10-K for the fiscal year ended January 2, 2011 filed with the SEC.
Audit Committee of the Board of Directors
Catherine P. Lego (Chair)
Irwin Federman
Steven J. Gomo
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