8-K

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): June 30, 2003

LSI LOGIC CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware	0-11674	94-2712976
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1621 Barber Lane
Milpitas, California 95035

(Address, including zip code, of principal executive offices)

Registrant’s telephone number, including area code:

(408) 433-8000

Not Applicable

(Former name or former address, if changed since last report)

TABLE OF CONTENTS

	Item 5. Other Events
	Item 9. Regulation FD Disclosure (Information provided under Item 12 – Disclosure of Results of Operations and Financial Condition)
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

Item 5. Other Events

LSI Logic Corporation (the “Registrant”) currently anticipates that revenues for the second quarter of 2003 will increase by approximately 9 percent over revenues for the first quarter of 2003. The Registrant also announced a series of actions, completing the revamping of the company’s global manufacturing strategy. These actions enable the acceleration of the final disposition of the Registrant’s Tsukuba, Japan and Colorado Springs, Colorado manufacturing facilities. The Registrant anticipates reporting $140 million to $160 million in special items and expects a GAAP* net loss of 43-50 cents. On a pro forma basis, the Registrant’s current expectation for net loss per share, excluding special items, is in the range of 6-8 cents.

Second Quarter 2003 Updated Business Outlook

	GAAP*	Special Items**	Excluding Special
			Items
Revenue Growth	Approximately 9% Sequentially		Approximately 9% Sequentially
Earnings (Loss)/Share	$(0.43) to $(0.50)	$(0.37) to $(0.42)	$(0.06) to $(0.08)

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

Use of Non-GAAP Financial Information

The Registrant’s management believes that net loss per share excluding special items in the News Release dated June 30, 2003 (the “Release”), as presented 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 Registrant’s forecasting and planning for future periods. Restructuring of operations and other items, net, are examples of charges that are not directly related to the Registrant’s ongoing business. Charges for acquired in-process research and development and amortization of non-cash deferred stock compensation and intangibles are examples of items stemming from purchase business combinations.

Results of operations excluding special items for the periods 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 of America and the Registrant’s most recent annual report on Form 10-K for the twelve months

ended December 31, 2002.

The statements in the news release include forward-looking statements that may involve a number of risks and uncertainties. These forward-looking statements are only predictions and may differ materially from the actual future events or results. Forward-looking statements include projections of growth in the storage components, storage systems, consumer and communications businesses, estimates of revenue growth, operating expenses, net other income, earnings, gross margins, tax provisions, capital spending, depreciation, acquisition-related amortization, restructuring expenses, other special items and common share count made in this news release. The Registrant’s actual results in future periods may be materially different from any performance suggested in this news release. Risks and uncertainties to which the Registrant is subject include, but are not necessarily limited to, fluctuations in the timing and volumes of customer demand, the rate of depletion of customer inventory buildup and the Registrant’s achievement of revenue objectives and other financial targets. Other risks and uncertainties that may affect the Registrant’s actual results include, but are not necessarily limited to, the development of new products, the timing and success of new product introductions, the continued availability of appropriate levels of manufacturing capacity, the realization of benefits from the Registrant’s strategic relationships, competing technologies, products and other competitive factors and investments and disruptions in general economic activity due to worsening global business conditions or caused by the effects of terrorist activities and armed conflict. The extent to which the Registrant may not realize the cost savings it expects from the reduction in workforce and operating expenses may also impact its future performance. The Registrant operates in an industry sector where securities’ values are highly volatile and may be influenced by the cyclical nature of the industry, the unpredictability of the economy and other factors beyond the Registrant’s control.

Item 9. Regulation FD Disclosure (Information provided under Item 12 – Disclosure of Results of Operations and Financial Condition)

The Release, which updates the Registrant’s anticipated results of operations for the quarter ended June 29, 2003, is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

The reconciliation schedule filed under Item 5 of this Form 8-K is incorporated by reference into Item 9/12 of this Form 8-K. The explanation on the use of Non-GAAP financial information filed under Item 5 of this Form 8-K is also incorporated by reference into Item 9/12 of this Form 8-K.

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
Dated: July 3, 2003	By:	/s/ David G. Pursel
		David G. Pursel Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit Number	Description
99.1	Text of News Release dated June 30, 2003

EX-99.1 3 f91332exv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE JUNE 30, 2003 Investor Relations Contact: Media Relations Contact: Diana Matley Kevin Brett 408-433-4365 408-433-7150 diana@lsil.com kbrett@lsil.com CC03-82 LSI LOGIC UPDATES SECOND QUARTER BUSINESS OUTLOOK Q2 Revenues Expected to Grow About 9 Percent MILPITAS, CA - LSI Logic Corporation (NYSE: LSI) today updated its second quarter 2003 top-and-bottom line expectations, and announced the decision to sell the company's Tsukuba, Japan manufacturing facility. LSI Logic anticipates that second quarter revenues will increase approximately 9 percent sequentially, near the high end of the previous growth guidance. LSI Logic also announced a series of actions, completing the revamping of the company's global manufacturing strategy. These steps enable the acceleration of the final disposition of LSI Logic's Tsukuba and Colorado Springs manufacturing facilities. The company anticipates reporting $140 million to $160 million in special items, compared to previous guidance of $50 million to $70 million in special items. LSI Logic expects a GAAP* net loss of 43-50 cents, compared to the earlier range of a net loss of 23-31 cents. On a pro forma basis, the company's second quarter net loss expectation (excluding special items**), improved by four cents to a range of 6-8 cents. The bottom line performance reflects better-than-expected gross margin expansion and accelerated benefits from the company's expense control and cost-reduction programs. "These actions focus our internal manufacturing on our world-class Gresham, Oregon campus," said Wilfred Corrigan, LSI Logic chairman and chief executive officer. "Going forward, LSI Logic will supplement its Gresham facility with foundry engagements. Both will play key roles in the success of LSI Logic's RapidChip(TM), ASIC and standard product businesses." LSI Logic will report its second quarter 2003 financial results Wednesday, July 23 after the close of market. At that time, LSI Logic will provide guidance for the 2003 third quarter. * Generally Accepted Accounting Principles ** Acquisition-related amortization, restructuring and other special items. SAFE HARBOR FOR FORWARD LOOKING STATEMENTS: This news release and the statements by LSI Logic management include forward-looking statements that may involve a number of risks and uncertainties. Readers are cautioned that these forward-looking statements are only predictions and may differ materially from the actual future events or results. Forward-looking statements include projections of growth in the storage components, storage systems, consumer and communications businesses, estimates of revenue growth, operating expenses, net other income, earnings, gross margins, tax provisions, capital spending, depreciation, acquisition-related amortization, restructuring expenses, other special items and common share count made in this news release. The company's actual results in future periods may be materially different from any performance suggested in this news release. Risks and uncertainties to which the company is subject include, but are not necessarily limited to, fluctuations in the timing and volumes of customer demand, the rate of depletion of customer inventory buildup and the company's achievement of revenue objectives and other financial targets. Other risks and uncertainties that may affect the company's actual results include, but are not necessarily limited to, the development of new products, the timing and success of new product introductions, the continued availability of appropriate levels of manufacturing capacity, the realization of benefits from the company's strategic relationships, competing technologies, products and other competitive factors and investments and disruptions in general economic activity due to worsening global business conditions or caused by the effects of terrorist activities and armed conflict. The extent to which the company may not realize the cost savings it expects from the reduction in workforce and operating expenses may also impact its future performance. The company operates in an industry sector where securities' values are highly volatile and may be influenced by the cyclical nature of the industry, the unpredictability of the economy and other factors beyond the company's control. For additional information, Readers are referred to the documents filed by LSI Logic with the SEC, and specifically the most recent reports on Form 10-K, 10-Q and 8-K. In the context of forward-looking information, reference is made to the discussion of risk factors described in the company's SEC reports filed during the past 12 months. ABOUT LSI LOGIC LSI Logic Corporation (NYSE: LSI) is a leading designer and manufacturer of communications, consumer and storage semiconductors for applications that access, interconnect and store data, voice and video. 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. -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                    EXHIBIT 99.1

FOR IMMEDIATE RELEASE                                JUNE 30, 2003

      Investor Relations Contact:                    Media Relations Contact:
      Diana Matley                                   Kevin Brett
      408-433-4365                                   408-433-7150
      diana@lsil.com                                 kbrett@lsil.com

CC03-82

                LSI LOGIC UPDATES SECOND QUARTER BUSINESS OUTLOOK

                  Q2 Revenues Expected to Grow About 9 Percent

      MILPITAS, CA - LSI Logic Corporation (NYSE: LSI) today updated its second
quarter 2003 top-and-bottom line expectations, and announced the decision to
sell the company's Tsukuba, Japan manufacturing facility.

      LSI Logic anticipates that second quarter revenues will increase
approximately 9 percent sequentially, near the high end of the previous growth
guidance.

      LSI Logic also announced a series of actions, completing the revamping of
the company's global manufacturing strategy. These steps enable the acceleration
of the final disposition of LSI Logic's Tsukuba and Colorado Springs
manufacturing facilities. The company anticipates reporting $140 million to $160
million in special items, compared to previous guidance of $50 million to $70
million in special items. LSI Logic expects a GAAP* net loss of 43-50 cents,
compared to the earlier range of a net loss of 23-31 cents.

      On a pro forma basis, the company's second quarter net loss expectation
(excluding special items**), improved by four cents to a range of 6-8 cents. The
bottom line performance reflects better-than-expected gross margin expansion and
accelerated benefits from the company's expense control and cost-reduction
programs.

      "These actions focus our internal manufacturing on our world-class
Gresham, Oregon campus," said Wilfred Corrigan, LSI Logic chairman and chief
executive officer. "Going forward, LSI Logic will supplement its Gresham
facility with foundry


engagements. Both will play key roles in the success of LSI Logic's
RapidChip(TM), ASIC and standard product businesses."

      LSI Logic will report its second quarter 2003 financial results Wednesday,
July 23 after the close of market. At that time, LSI Logic will provide guidance
for the 2003 third quarter.

     * Generally Accepted Accounting Principles

     ** Acquisition-related amortization, restructuring and other special items.

SAFE HARBOR FOR FORWARD LOOKING STATEMENTS: This news release and the statements
by LSI Logic management include forward-looking statements that may involve a
number of risks and uncertainties. Readers are cautioned that these
forward-looking statements are only predictions and may differ materially from
the actual future events or results. Forward-looking statements include
projections of growth in the storage components, storage systems, consumer and
communications businesses, estimates of revenue growth, operating expenses, net
other income, earnings, gross margins, tax provisions, capital spending,
depreciation, acquisition-related amortization, restructuring expenses, other
special items and common share count made in this news release. The company's
actual results in future periods may be materially different from any
performance suggested in this news release. Risks and uncertainties to which the
company is subject include, but are not necessarily limited to, fluctuations in
the timing and volumes of customer demand, the rate of depletion of customer
inventory buildup and the company's achievement of revenue objectives and other
financial targets. Other risks and uncertainties that may affect the company's
actual results include, but are not necessarily limited to, the development of
new products, the timing and success of new product introductions, the continued
availability of appropriate levels of manufacturing capacity, the realization of
benefits from the company's strategic relationships, competing technologies,
products and other competitive factors and investments and disruptions in
general economic activity due to worsening global business conditions or caused
by the effects of terrorist activities and armed conflict. The extent to which
the company may not realize the cost savings it expects from the reduction in
workforce and operating expenses may also impact its future performance. The
company operates in an industry sector where securities' values are highly
volatile and may be influenced by the cyclical nature of the industry, the
unpredictability of the economy and other factors beyond the company's control.
For additional information, Readers are referred to the documents filed by LSI
Logic with the SEC, and specifically the most recent reports on Form 10-K, 10-Q
and 8-K. In the context of forward-looking information, reference is made to the
discussion of risk factors described in the company's SEC reports filed during
the past 12 months.

ABOUT LSI LOGIC

LSI Logic Corporation (NYSE: LSI) is a leading designer and manufacturer of
communications, consumer and storage semiconductors for applications that
access, interconnect and store data, voice and video. 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.