8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 27, 2005

LSI LOGIC CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	1-10317	94-2712976
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation)		Identification No.)

1621 Barber Lane
Milpitas, California 95035
(Address of principal executive offices, including zip code)

(408) 433-8000
(Registrant’s telephone number, including area code)

Not Applicable
(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

EXHIBIT 99.1

Item 2.02 Results of Operation and Financial Condition

On April 27, 2005, LSI Logic Corporation (referred to here as “LSI Logic” or the “Company”) issued a news release regarding its financial results for the fiscal quarter ended April 3, 2005. A copy of the news release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.

Use of Non-GAAP Financial Information

LSI Logic has referenced non-GAAP financial information in the news release. LSI Logic management believes that the results of operations excluding special items presented herein for the three-month periods ended April 3, 2005 and April 4, 2004, provides useful information to investors regarding results of operations, as it excludes charges, expenses, gains, and losses that are not directly related to the ongoing business results and/or stem from purchase business combinations. These business results are used by management for evaluating historical performance in addition to being used for the Company’s forecasting and planning for future periods. Restructuring of operations, acquisition-related amortization including intangibles and non-cash deferred stock compensation and other special items are examples of charges that are not directly related to the Company’s ongoing business and/or stem from purchase business combinations. For a complete reconciliation of special items excluded from our results of operations for the three-month periods ended April 3, 2005 and April 4, 2004, refer to the tables furnished in the news release attached as Exhibit 99.1.

Results of operations excluding special items for the period presented are provided for illustrative purposes only and should be read in conjunction with the comparable information presented in accordance with generally accepted accounting principles in the United States and the Company’s most recent annual report on Form 10-K for the twelve months ended December 31, 2004.

Item 8.01 Other Events

The Company reported revenues of $450 million in the first quarter of 2005, a 7 percent sequential increase compared to the revenues of $420 million reported in the fourth quarter of 2004 and approximately even with the $452 million reported in the first quarter of 2004.

Cash and short-term investments grew by $51 million to $866 million at the end of the first quarter of 2005.

First quarter net income was $5 million or one cent per diluted share. The first quarter 2005 results compares to fourth quarter 2004 net loss of $197 million or 51 cents per diluted share, which included a non-cash charge totaling $178 million associated with the Company’s Gresham manufacturing facility. First quarter 2004 net income was $9 million or two cents per diluted share.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

Exhibit No.	Description
99.1	LSI Logic Corporation News Release issued April 27, 2005*

*Furnished, not filed

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.

LSI LOGIC CORPORATION, a Delaware corporation
By:	/s/ David G. Pursel
	David G. Pursel
	Vice President, General Counsel & Corporate Secretary

Date: April 27, 2005

EXHIBIT INDEX

Exhibit No.	Description
99.1	LSI Logic Corporation News Release issued April 27, 2005*

*Furnished, not filed

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	APRIL 27, 2005
Investor Relations Contact:	Media Relations Contact:
Diana Matley	Kevin Brett
408-433-4365	408-433-7150
diana@lsil.com	kbrett@lsil.com
CC05-49

LSI LOGIC REPORTS 7% SEQUENTIAL REVENUE GROWTH IN Q1
PROVIDES Q2 BUSINESS OUTLOOK

First Quarter News Release Summary

n Revenues of $450 million; 7 percent sequential growth.

n Semiconductor revenues grew 17 percent sequentially.

n GAAP* net income of 1 cent per diluted share.

n Net income, excluding special items**, of 6 cents per diluted share.

n Gross margin of 42 percent.

n Generated positive operating cash flow for 12^th consecutive quarter.

Second Quarter Business Outlook

n Projected revenue of $450 million to $465 million.

n GAAP* net income range of 1 – 3 cents per diluted share.

n Net income, excluding special items**, in the range of 5 – 7 cents per diluted share.

*	Generally Accepted Accounting Principles
**	Acquisition-related amortization, restructuring and other special items.

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LSI Logic Reports Q1 2005 Financial Results	Page 2 of 4
April 27, 2005

LSI LOGIC REPORTS 17% SEQUENTIAL SEMICONDUCTOR
REVENUE GROWTH
CONSUMER AND STORAGE COMPONENTS DRIVE REVENUES

Milpitas, California – LSI Logic Corporation (NYSE: LSI) today reported first quarter 2005 revenues of $450 million, a 7 percent sequential increase compared to the $420 million reported in the fourth quarter of 2004, and approximately even with the $452 million reported in the first quarter of 2004.

First quarter 2005 GAAP* net income was $5 million or 1 cent per diluted share. The first quarter 2005 GAAP result compares to fourth quarter 2004 GAAP net loss of $197 million or 51 cents per diluted share, which included a non-cash charge totaling $178 million associated with the company’s Gresham manufacturing campus. First quarter 2004 GAAP net income was $9 million or 2 cents per diluted share.

First quarter 2005 net income, excluding special items**, improved to $25 million or 6 cents per diluted share compared to fourth quarter 2004 net income, excluding special items, of $15 million or 4 cents per diluted share. Excluding special items, first quarter 2004 net income was $25 million or 6 cents per diluted share.

Cash and short-term investments grew by $51 million to $866 million at the end of the first quarter of 2005. LSI Logic generated $59 million in cash from operations, representing the company’s 12th consecutive quarter of positive operating cash flow.

“Continued growth of existing products, the ramp of new products and the work down of supply chain inventory contributed to LSI Logic’s sequential revenue growth and profitability in the first quarter,“ said Wilfred J. Corrigan, LSI Logic chairman and chief executive officer. “In Storage Components, LSI Logic demonstrated across-the-board strength in Storage ASICs, Storage Standard Products and RAID Storage Adapters. Our Engenio storage systems subsidiary experienced a seasonal decline in the first quarter. In Communications, we saw a modest increase in the enterprise networking space, while telecommunications was unchanged. Our RapidChipâ platform design wins continued to grow in the first quarter as we introduced the Integrator2ä and Xtreme2ä slice families and received increasing production orders for our Platform ASIC products. In Consumer, the company overcame traditional first quarter seasonality as a result of strong demand for our new products shipped into our diverse DVD recorder customer base across all geographies, the fast ramp of our digital audio products, and better-than-anticipated demand for our video game products.

“In Storage Components, we have established first-mover positions with major OEMs with our products for enterprise HDD controllers, SAS (Serial Attached SCSI), SATA, and RAID adapters. In Consumer, we are the market leader with our industry leading Dominoä architecture-based products in the DVD recorder space. We intend to leverage our technology and marketplace advantages across the board in the coming quarters.”

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LSI Logic Reports Q1 2005 Financial Results	Page 3 of 4
April 27, 2005

“We reported sequential revenue growth and profitability above previous guidance in a quarter that is affected by seasonality,” said Bryon Look, LSI Logic chief financial officer. “We are executing our financial plan and generating positive operating cash flow. We are anticipating sustained profitability on both a GAAP and excluding special items basis.”

LSI Logic Second Quarter Business Outlook

	GAAP*	Special Items**	Excluding Special Items
Revenue	$450 million to $465 million		$450 million to $465 million
Gross Margin	41-43 percent		41-43 percent
Operating Expenses	$172 million to $177 million	Approximately $18 million **	$154 million to $159 million
Net Other Income (Exp.)	$(2) to $(3) million		$(2) to $(3) million
Tax Provision	$6.25 million		$6.25 million
Net (Loss)/Income Per Share	$0.01 to $0.03	Approximately $0.04	$0.05 to $0.07
Diluted Share Count	395 million		395 million

Capital spending is projected to be around $20 million in the second quarter, and approximately $60 million in total for 2005.

Second quarter depreciation and software amortization is expected to be approximately $23 million.

*	Generally Accepted Accounting Principles
**	Acquisition-related amortization, restructuring and other special items .

NOTE: The company’s financial guidance will be limited to the comments made on today’s public conference call and contained in the Second Quarter Business Outlook section of this news release.

LSI Logic Conference Call Information
LSI Logic will hold a conference call today at 2 p.m. PDT to discuss first quarter financial results and the second quarter business outlook. The number is 1-303-275-2170. Internet users can access the conference call by visiting http://www.lsilogic.com/investors. A replay of the call will be available today at approximately 4:30 p.m. PDT and will be available for 48 hours. The replay access numbers are 1-800-405-2236 within the U.S. and 1-303-590-3000 for all other locations, passcode 11027936#.

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LSI Logic Reports Q1 2005 Financial Results	Page 4 of 4
April 27, 2005

Safe Harbor for Forward Looking Statements: This news release contains forward-looking statements, which include the following: projected revenues for the second quarter of 2005; projected GAAP net income for the second quarter of 2005; projected net income, excluding special items, for the second quarter of 2005; the company’s expectation for sustained profitability on both a GAAP and excluding special items basis; continued technology and market share leadership positions in several sectors, including HDD controllers, SAS (Serial Attached SCSI), SATA and RAID adapters in Storage Components and DVD recorders in Consumer; the company’s ability to generate positive operating cash flow, control operating expenses and drive sustained revenue growth and profitability; projected capital spending in the second quarter of 2005 and for the year; expected second quarter depreciation and software amortization. Forward-looking statements also include projections of gross margins, operating expenses, net other income (exp.), tax provisions, earnings/loss per share and diluted share count. These forward-looking statements are based on the opinions and estimates of management at the time the statements are made and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. Factors that could cause LSI Logic’s actual results to differ materially from those set forth in the forward-looking statements include, but are not limited to: fluctuations in the timing and volumes of customer demand especially in our DVD recorders, Ultra 320 SCSI controllers, SAS (Serial Attached SCSI), Fibre Channel, RAID adapters, and RapidChipâ Platform ASICs products; the rate of depletion of customer inventory buildup; the company’s failure to achieve revenue objectives; the company’s failure to meet financial targets and failure to execute financial plan; the company’s inability to generate positive operating cash flow, control operating expenses or drive sustained revenue growth; the company’s inability to leverage technology marketplace advantages; and the unavailability of appropriate levels of manufacturing capacity. For additional information, readers are referred to the documents filed by LSI Logic with the SEC, and specifically the risk factors set forth in the company’s most recent reports on Form 10-K, 10-Q and 8-K.

About LSI Logic
LSI Logic Corporation (NYSE: LSI) focuses on the design and production of high-performance semiconductors for Consumer, Communications and Storage applications that access, interconnect and store data, voice and video. LSI Logic engineers incorporate reusable, industry-standard intellectual property building blocks that serve as the heart of leading-edge systems. LSI Logic serves its global OEM, channel and distribution customers with standard-cell ASICs, Platform ASICs, standard products, host bus adapters, RAID controllers and software. In addition, the company supplies storage network solutions for the enterprise. LSI Logic is headquartered at 1621 Barber Lane, Milpitas, CA 95035. http://www.lsilogic.com.

# # #

	Editor’s Notes:
1.	All LSI Logic news releases (financial, acquisitions, manufacturing, products, technology etc.) are issued exclusively by PR Newswire and are immediately thereafter posted on the company’s external website, http://www.lsilogic.com.
2.	The LSI Logic logo design is a registered trademark of LSI Logic Corporation.
3.	All other brand or product names may be trademarks or registered trademarks of their respective companies.

LSI LOGIC CORPORATION
Consolidated Condensed Statements of Operations Excluding Special Items
(In thousands, except per share amounts)
(Unaudited)

	Three Months Ended
	March 31,			December 31,			March 31,
	2005			2004			2004
Revenues	$	450,007		$	419,693		$	452,357
Cost of revenues		259,740			246,132			250,925
Gross profit		190,267			173,561			201,432
Research and development		99,237			94,343			108,941
Selling, general and administrative		58,140			55,123			61,158
Income from operations		32,890			24,095			31,333
Interest expense		(6,710	)		(7,342	)		(5,912	)
Interest income and other, net		5,390			4,403			5,814
Income before income taxes		31,570			21,156			31,235
Provision for income taxes		6,250			6,000			6,000
Net income excluding special items	$	25,320		$	15,156		$	25,235
Income per share excluding special items:
Basic	$	0.07		$	0.04		$	0.07
Diluted	$	0.06		$	0.04		$	0.06
Shares used in computing per share amounts:
Basic		387,664			386,267			381,639
Diluted		390,458			386,781			389,882

Statements of operations excluding special items are intended to present the Company’s operating results, excluding special items described below, for the periods presented.

During the three month periods ended March 31, 2005 and December 31, 2004, the special items represented amortization of acquisition related items including intangibles and non-cash deferred stock compensation, and restructuring of operations and other items, net.

During the three month period ended March 31, 2004, the special items represented amortization of acquisition related items including intangibles and non-cash deferred stock compensation, a net credit in restructuring of operations and other items, net, and other special items. The other special items consisted of gains on certain equity securities.

For the three month periods ended March 31, 2005, December 31, 2004 and March 31, 2004, the statements excluding special items are prepared using the Company’s calculated tax expense of $6,250, $6,000 and $6,000, respectively when excluding special items.

For the three month periods ended March 31, 2005, December 31, 2004 and March 31, 2004, 2,794, 514 and 8,243 shares, respectively were considered dilutive common stock equivalents and included in the computation of diluted income per share.

A reconciliation from net income excluding special items to the reported results is presented on the following page.

The format presented above is not intended to be in accordance with Generally Accepted Accounting Principles.

LSI LOGIC CORPORATION
Reconciliation of Net Income Excluding Special Items to GAAP Results
(In thousands, except per share amounts)
(Unaudited)

	Three Months Ended
	March 31,			December 31,			March 31,
	2005			2004			2004
Net income excluding special items	$	25,320		$	15,156		$	25,235
Special items:
Amortization of acquisition related items including intangibles and non-cash deferred stock compensation		(19,068	)		(20,193	)		(20,100	)
Restructuring of operations and other items, net		(1,533	)		(192,389	)		598
Other special items		—			—			3,352
Total special items		(20,601	)		(212,582	)		(16,150	)
Net income/(loss)	$	4,719		$	(197,426	)	$	9,085
Basic income/(loss) per share:
Net income excluding special items	$	0.07		$	0.04		$	0.07
Special items **		(0.06	)		(0.55	)		(0.05	)
Net income/(loss)	$	0.01		$	(0.51	)	$	0.02
Diluted income/(loss) per share*:
Net income excluding special items	$	0.06		$	0.04		$	0.06
Special items **		(0.05	)		(0.55	)		(0.04	)
Net income/(loss)	$	0.01		$	(0.51	)	$	0.02
Shares used in computing per share amounts:
Basic		387,664			386,267			381,639
Diluted		390,458			386,267			389,882

*	For the three month periods ended March 31, 2005 and 2004, 2,794 and 8,243 shares, respectively were considered dilutive common stock equivalents and included in the computation of diluted income per share. In computing diluted loss per share for the three month period ended December 31, 2004, all common stock equivalents were excluded as a result of their antidilutive effect.
**	This line item includes rounding adjustments.

LSI LOGIC CORPORATION
Consolidated Condensed Statements of Operations (GAAP)
(In thousands, except per share amounts)
(Unaudited)

	Three Months Ended
	March 31			December 31,			March 31,
	2005			2004			2004
Revenues	$	450,007		$	419,693		$	452,357
Cost of revenues		259,740			246,132			250,925
Gross profit		190,267			173,561			201,432
Research and development		99,237			94,343			108,941
Selling, general and administrative		58,140			55,123			61,158
Restructuring of operations and other items, net		1,533			192,389			(598	)
Amortization of acquisition related items including intangibles and non-cash deferred stock compensation *		19,068			20,193			20,100
Income/(loss) from operations		12,289			(188,487	)		11,831
Interest expense		(6,710	)		(7,342	)		(5,912	)
Interest income and other, net		5,390			4,403			9,166
Income/(loss) before income taxes		10,969			(191,426	)		15,085
Provision for income taxes		6,250			6,000			6,000
Net income/(loss)	$	4,719		$	(197,426	)	$	9,085
Income/(loss) per share:
Basic	$	0.01		$	(0.51	)	$	0.02
Diluted **	$	0.01		$	(0.51	)	$	0.02
Shares used in computing per share amounts:
Basic		387,664			386,267			381,639
Diluted		390,458			386,267			389,882

* The amortization of acquisition related items including intangibles and non-cash deferred stock compensation for the three month period ended March 31, 2005 are comprised of the following items:

Amortization of intangibles	$	17,613
Amortization of non-cash deferred stock compensation		1,455
	$	19,068

** For the three month periods ended March 31, 2005 and 2004, 2,794 and 8,243 shares, respectively were considered dilutive common stock equivalents and included in the computation of diluted income per share. In computing diluted loss per share for the three month period ended December 31, 2004, all common stock equivalents were excluded as a result of their antidilutive effect.

LSI LOGIC CORPORATION
Consolidated Condensed Balance Sheets
(In millions)
(Unaudited)

	March 31,			December 31,
	2005			2004
Assets
Current assets:
Cash and short-term investments	$	865.9		$	814.6
Accounts receivable, net		259.5			272.1
Inventories		203.4			218.9
Prepaid expenses and other current assets		58.9			59.7
Total current assets		1,387.7			1,365.3
Property and equipment, net		301.6			311.9
Goodwill and other intangibles		1,058.2			1,081.6
Other assets		115.2			115.2
Total assets	$	2,862.7		$	2,874.0
Liabilities and Stockholders’ Equity
Current liabilities:
Other current liabilities	$	386.5		$	396.2
Current portion of long-term obligations		—			0.1
Total current liabilities		386.5			396.3
Long-term debt and capital lease obligations		779.8			781.9
Tax related liabilities and other		77.0			77.6
Total liabilities		1,243.3			1,255.8
Minority interest in subsidiary		0.3			0.3
Stockholders’ equity:
Common stock		2,980.8			2,973.4
Deferred stock compensation		(13.6	)		(8.9	)
Accumulated deficit		(1,379.6	)		(1,384.3	)
Accumulated other comprehensive income		31.5			37.7
Total stockholders’ equity		1,619.1			1,617.9
Total liabilities and stockholders’ equity	$	2,862.7		$	2,874.0

LSI LOGIC CORPORATION
Statement of Cash Flows
(In thousands, except where noted)
(Unaudited)

	Three Months Ended
	March 31,			December 31,			March 31,
	2005			2004			2004
Operating Activities:
Net income/(loss)	$	4,719		$	(197,426	)	$	9,085
Adjustments:
Depreciation & amortization *		40,765			40,199			46,116
Amortization of non-cash deferred stock compensation		1,455			2,027			1,826
Non-cash restructuring and other items		849			187,000			2,229
Loss on write down of equity securities, gain on sale and exchange		—			200			(3,000	)
Gain on sales of property and equipment		(54	)		(467	)		(3,101	)
Changes in deferred tax assets and liabilities		37			4,657			520
Changes in assets and liabilities, net of assets acquired and liabilities assumed in business combinations:
Accounts receivable		12,576			(7,221	)		(15,368	)
Inventories		15,534			25,372			(6,190	)
Prepaid expenses and other assets		(5,115	)		25,445			12,529
Accounts payable		(9,466	)		(8,852	)		(12,761	)
Accrued and other liabilities		(1,969	)		(44,672	)		(21,778	)
Net cash provided by operating activities		59,331			26,262			10,107
Investing activities:
Purchases of debt securities available-for-sale		(112,325	)		(105,661	)		(229,440	)
Maturities and sales of debt securities available-for-sale		102,313			111,305			189,040
Purchases of equity securities		—			—			(2,250	)
Purchases of property, equipment and software		(8,433	)		(10,982	)		(11,557	)
Buyout of equipment operating lease		—			(332,396	)		—
Decrease in non-current assets and deposits		—			319,530			27,753
Increase in non-current assets and deposits		—			—			(23	)
Proceeds from sale of property and equipment		1,411			2,339			4,014
Acquisitions of companies, net of cash acquired		—			—			(4,777	)
Adjustment to goodwill acquired in a prior year for resolution of a pre-acquisition income tax contingency		5,792			—			—
Increase in a payable to acquire a company		—			—			17,592
Net cash used in investing activities		(11,242	)		(15,865	)		(9,648	)
Financing activities:
Issuance of common stock		1,354			10,124			3,548
Purchase of minority interest in subsidiary		—			(42	)		(1,059	)
Repayment of debt obligations		(97	)		(141	)		(122	)
Net cash provided by financing activities		1,257			9,941			2,367
Effect of exchange rate changes on cash and cash equivalents		(3,335	)		(4,242	)		906
Increase in cash and cash equivalents		46,011			16,096			3,732
Cash and cash equivalents at beginning of period		218,723			202,627			269,682
Cash and cash equivalents at end of period	$	264,734		$	218,723		$	273,414

* Depreciation of fixed assets, amortization of intangible assets, software, capitalized intellectual property, debt issuance costs and deferred gains on cancelled interest rate swaps.

LSI LOGIC CORPORATION
Selected Financial Information (GAAP)
(In millions, except where noted)
(Unaudited)

	Three Months Ended
	March 31,			December 31,			March 31,
	2005			2004			2004
Semiconductor revenues	$	343.6		$	292.5		$	336.9
Storage Systems revenues	$	106.4		$	127.2		$	115.5
Total revenues	$	450.0		$	419.7		$	452.4
Percentage change in revenues-qtr./qtr. ( a )		7.2	%		10.4	%		-2.0	%
Percentage change in revenues-yr./yr. ( b )		-0.5	%		-9.3	%		21.0	%
Days sales outstanding		52			58			49
Days of inventory		70			80			74
Current ratio		3.6			3.4			3.6
Quick ratio		2.9			2.7			2.8
R&D as a percentage of revenues		22.1	%		22.5	%		24.1	%
SG&A as a percentage of revenues		12.9	%		13.1	%		13.5	%
Gross margin as a percentage of revenues		42.3	%		41.4	%		44.5	%
Employees ( c )		4,307			4,429			4,797
Revenues per employee (in thousands) ( d )	$	417.9		$	379.0		$	377.2
Diluted shares (in thousands)		390,458			386,267			389,882
Selected Cash Flow information
Purchases of property and equipment (e)	$	7.1		$	33.2		$	9.7
Depreciation / amortization ( f )	$	22.2		$	19.9		$	26.0

( a ) Represents sequential quarter growth in revenues.

( b ) Represents growth in revenues in the quarter presented as compared to the same quarter of the previous year.

( c ) Actual number of employees at the end of each period presented.

( d ) Revenue per employee is calculated by annualizing revenue for each quarter presented and dividing it by the number of employees.

( e ) Excludes purchases of software.

( f ) Represents depreciation of fixed assets and amortization of software.