SanDisk 2013 Annual Report Download - page 217

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following summarizes the aggregated financial information for Flash Ventures, which includes
both the Company and Toshiba’s portions, for fiscal years 2013, 2012 and 2011, respectively (in millions).
Flash Ventures’ year-ends are March 31, with quarters ending on March 31, June 30, September 30 and
December 31.
Fiscal years ended
December 29, December 30, January 1,
2013 2012 2012
(Unaudited)
Net sales(1) ......................................... $ 3,589 $ 4,787 $ 4,577
Gross profit (loss) .................................... 31 8 (2)
Net income (loss) .................................... 28 (15) 5
(1) Net sales represent sales to both the Company and Toshiba.
Solid State Storage Solutions, Inc. Solid State Storage Solutions, Inc. (‘‘S4’’) is a venture with third parties
to license intellectual property. S4 qualifies as a variable interest entity. The Company is considered the
primary beneficiary of S4 and the Company consolidates S4 in its Consolidated Financial Statements for all
periods presented. The Company considered multiple factors in determining it was the primary
beneficiary, including its overall involvement with the venture, contributions and participation in operating
activities. S4’s assets and liabilities were not material to the Company’s Consolidated Balance Sheets as of
December 29, 2013 and December 30, 2012.
Note 14: Stockholders’ Rights Plan
On September 15, 2003, the Company amended its existing stockholder rights plan to terminate the
rights issued under that rights plan, and the Company adopted a new rights plan. Under the new rights
plan, rights were distributed as a dividend at the rate of one right for each share of common stock of the
Company held by stockholders of record as of the close of business on September 25, 2003. In November
2006, the Company extended the term of the rights plan, such that the rights will expire on April 28, 2017
unless redeemed or exchanged. Under the new rights agreement and after giving effect to the Company’s
stock dividend effected on February 18, 2004, each right will, under the circumstances described below,
entitle the registered holder to buy one (1) two-hundredths of a share of Series A Junior Participating
Preferred Stock for $225.00. The rights will become exercisable only if a person or group acquires
beneficial ownership of 15% or more of the Company’s common stock or commences a tender offer or
exchange offer upon consummation of which such person or group would beneficially own 15% or more of
the Company’s common stock.
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Annual Report