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)
October 27, 2004

LSI LOGIC CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	0-11674	94-2712976
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.02 Termination of a Material Definitive Agreement
	Item 2.02 Results of Operations and Financial Condition
	Item 2.04 Triggering Events that Accelerate or Increase under an Off-Balance Sheet Arrangement
	Item 2.05 Costs Associated with Exit or Disposal Activities
	Item 2.06 Material Impairments
	Item 8.01 Other Events
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

Item 1.02 Termination of a Material Definitive Agreement

On October 27, 2004, LSI Logic Corporation (the “Company” or “LSI Logic”) notified the required parties of its intention to exercise its early buyout right to purchase all of the Equipment as defined below under two lease and security agreements each dated as of August 6, 2004. The first lease and security agreement (“Lease A”) is among Wells Fargo Bank Northwest, National Association as agent, the Company as lessee and BTM Capital Corporation as lessor. The second lease and security agreement (“Lease B”) is among Wells Fargo Bank Northwest, National Association as agent, the Company as lessee and Bank of the West as lessor. The date on which such purchase is to occur under each Lease is November 29, 2004.

Lease A and Lease B are for wafer fabrication equipment (the “Equipment”) that was previously on lease immediately prior to the notification as described above. At lease inception, Lease A was for $201 million and Lease B was for $134 million for a total of $335 million. The leases qualify for operating lease accounting treatment and are for a term of three years. The Company could, at the end of the lease term, return or purchase, at a pre-determined amount, all of the Equipment. The Company has posted $311 million of cash as collateral for the leases as of September 30, 2004. The Company is required to maintain unrestricted cash and short-term investment reserves in an amount no less than the higher of a) the sum of $100 million plus the principal amount of the Company’s 2001 Convertible Subordinated Notes due in 2006 or b) $350 million. The Company was in compliance with these requirements as of September 30, 2004. The early termination or buyout amount under Lease A is $199 million and the buyout amount under Lease B is $133 million for a total of $332 million, which the Company expects to occur on November 29, 2004. Termination fees under the lease agreements are not considered to be material.

The Company guarantees residual values related to the leased Equipment. The total exposure to residual value guarantees is approximately $141 million as of September 30, 2004. The Company concluded that exposure related to residual value guarantees existed in connection with the conclusion that the Gresham manufacturing facility was impaired as discussed in Item 2.06 below, which discussion is incorporated by reference herein.

Item 2.02 Results of Operations and Financial Condition

On October 27, 2004, the Company issued a news release regarding its financial results for the fiscal quarter ended September 30, 2004*. 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- and nine- month periods ended September 30, 2004 and 2003*, 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- and nine-month periods ended September 30, 2004 and 2003*, 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, 2003.

* The current quarter ended October 3, 2004. For presentation purposes, the consolidated financial statements refer to the quarter’s calendar month end for convenience.

Item 2.04 Triggering Events that Accelerate or Increase under an Off-Balance Sheet Arrangement

On October 27, 2004, the Company notified the required parties as described in Item 1.02, of its intention to exercise its early buyout right to purchase the Equipment under Lease A and Lease B, as described in Item 1.02. The buyout amount under Lease A is $199 million and the buyout amount under Lease B is $133 million for a total of $332 million, which the Company expects to occur on November 29, 2004. The information under Item 1.02 is incorporated by reference herein.

Item 2.05 Costs Associated with Exit or Disposal Activities

In order to realign expenditures with current revenue expectations, the Company announced a worldwide reduction in workforce on October 27, 2004. The Company recorded approximately $14 million in charges for severance and termination benefits for approximately 510 positions for the three months ended September 30, 2004. The Company accrued for the severance and related benefits in the third quarter of 2004 in accordance with the guidance of SFAS No. 112 “ Employers’ Accounting for Post Employment benefits, an amendment of FASB Statements No. 5 and 43”. The date of commitment to this course of action was October 27, 2004 upon approval by the Company’s Board of Directors. The majority of the severance and termination benefits will be paid in the fourth quarter of 2004.

Item 2.06 Material Impairments

As a result of the decline in revenues in the semiconductor industry and in the Company’s projected outlook in the latter part of the third quarter of 2004, the Company concluded in accordance with SFAS No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets”, that the Gresham manufacturing facility was impaired. The conclusion was reached on October 27, 2004 upon the finalization of valuation studies that had been performed and discussions with the Company’s Board of Directors. Accordingly, the Company recorded $206 million in impairment charges for the Gresham facility for the three months ended September 30, 2004 and estimates it will record approximately $177 million in impairment charges for the three months ending December 31, 2004. The charge in the fourth quarter of 2004 will reflect the impairment of the equipment that will be purchased in connection with the termination of the operating leases as described in Item 1.02. The impairment charges will be non-cash charges. The fourth quarter cash flows will reflect the buyout of both leases, net of the return of cash collateral associated with the leases, as discussed in Item 1.02 of this Form 8-K.

Item 8.01 Other Events

The Company reported revenues of $380 million in the third quarter of 2004, a 16 percent decrease compared to the $450 million reported in the third quarter of 2003, and a 15 percent sequential decrease compared to the $448 million reported in the second quarter of 2004.

Cash and short-term investments totaled $809 million at the end of the third quarter of 2004. The Company repurchased approximately $69 million in convertible notes, reducing the Company’s debt due in 2006.

Third quarter 2004 net loss was $282 million or 73 cents per diluted share, including a $206 million non-cash charge for Gresham manufacturing facility impairment. The third quarter result compares to a net loss of $32 million or 8 cents per diluted share in the third quarter of 2003. Second quarter 2004 net income was $7 million or 2 cents per diluted share. The foregoing net loss and net income figures were prepared in accordance with United States generally accepted accounting principles.

Item 9.01 Financial Statements and Exhibits

     (c) Exhibits.

Exhibit
No.	Description
99.1	LSI Logic Corporation News Release issued October 27, 2004*

* Furnished, not filed, except as otherwise noted in Item 8.01.

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 and Corporate Secretary

Date: October 27, 2004

EXHIBIT INDEX

Exhibit
No.	Description
99.1	LSI Logic Corporation News Release issued October 27, 2004*

* Furnished, not filed, except as otherwise noted in Item 8.01.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE Investor Relations Contact:	OCTOBER 27, 2004 Media Relations Contact:
Diana Matley 408-433-4365 diana@lsil.com	Kevin Brett 408-433-7150 kbrett@lsil.com

LSI LOGIC REPORTS Q3 2004 FINANCIAL RESULTS
PROVIDES Q4 BUSINESS OUTLOOK

Third Quarter News Release Summary

n	Revenues of $380 million, consistent with previous guidance.
n	Due to the widespread semiconductor industry slowdown, LSI Logic has initiated a comprehensive restructuring program including:

• Reduction of global workforce by approximately 510 positions.

• Non-cash asset impairment charges totaling approximately $383 million associated with the Gresham manufacturing facility, $206 million in the third quarter and the remainder in the fourth quarter.

n	GAAP* net loss of 73 cents per diluted share.
n	Net loss, excluding special items**, of 7 cents per diluted share.
n	Gross margin of 40 percent.
n	Generated positive operating cash flow for 10th consecutive quarter.

Fourth Quarter Business Outlook

n	Projected revenue of $360 million to $390 million.
n	GAAP* net loss range of 54-57 cents per diluted share.
n	Net loss, excluding special items**, in the range of 2 — 5 cents per diluted share.

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

-more-

LSI Logic Reports Q3 2004 Financial Results
October 27, 2004 Page 2 of 4

LSI LOGIC DRIVES TOWARD PROFITABLE 2005
COMPREHENSIVE RESTRUCTURING PROGRAM INITIATED

Milpitas, California — LSI Logic Corporation (NYSE: LSI) today reported 2004 third quarter revenues of $380 million, a decrease of 16 percent compared to the $450 million reported in the third quarter of 2003, and a 15 percent sequential decrease compared to the $448 million reported in the second quarter of 2004.

Cash and short-term investments totaled $809 million at the end of the third quarter of 2004. LSI Logic generated positive operating cash flow for the 10th consecutive quarter and repurchased approximately $69 million in convertible notes, reducing the company’s debt due in 2006.

Third quarter 2004 GAAP* net loss was $282 million or 73 cents per diluted share, including a $206 million non-cash charge for Gresham manufacturing facility impairment. The third quarter GAAP result compares to a GAAP net loss of $32 million or 8 cents per diluted share in the 2003 third quarter. Second quarter 2004 GAAP net income was $7 million or 2 cents per diluted share.

Third quarter 2004 net loss, excluding special items**, was $25 million or 7 cents per diluted share compared to net income, excluding special items, of $17 million or 4 cents per diluted share in the third quarter of 2003. Excluding special items, second quarter 2004 net income was $28 million or 7 cents per diluted share.

“The wave of third-quarter pre-announcements throughout the global semiconductor industry reflected customer end-demand reassessments and the ongoing industrywide effort to work down excess supply chain inventory by the end of the year,” said Wilfred J. Corrigan, LSI Logic chairman and chief executive officer. “We have taken proactive steps to realign our R&D and SG&A expenses to our current revenue expectations, including a difficult but necessary 11 percent reduction in force.

“In Consumer, our revenues grew, but at a lower rate than originally projected as retail sales reflected softer consumer demand. Both our Communications and Storage Components businesses are being impacted by slower than expected IT spending by enterprises.

“In Storage Components, we are optimistic that excess inventory will be worked down in the fourth quarter. We are projecting that our anticipated 2005 growth in this segment will be driven by our technology leadership positions in Fibre Channel, SAS, SATA, RAID controllers and other applications.

“Revenues for our Engenio Information Technologies, Inc. storage systems subsidiary were down sequentially from the second to the third quarter as a result of a customer inventory adjustment. Earlier this week, Engenio broadened its OEM agreement with Sun Microsystems to provide Sun with new modular storage technology and to co-develop technology for future Sun storage products.”

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LSI Logic Reports Q3 2004 Financial Results
October 27, 2004 Page 3 of 4

“Customer interest in our RapidChip® Platform ASIC accelerated in the third quarter with a corresponding increase in our design-win rate,” said Joe Zelayeta, LSI Logic executive vice president of ASIC Technology and Methodology. “This heightened level of sales activity is expected to continue in the fourth quarter, as we have introduced the RapidWorx™ 3.0 suite of design tools and validated the time-to-revenue value of the product by shipping working silicon to customers in as little as three months.”

“LSI Logic is taking action to improve operating expenses and cost of sales, while aligning our R&D investments to the most attractive business opportunities,” said Bryon Look, LSI Logic chief financial officer. “We continue to generate positive operating cash flow and moved to a net positive cash-to-debt position during the third quarter. We are improving our cost structure, reducing debt and targeting profitable revenue growth in the coming year.”

LSI Logic Fourth Quarter Business Outlook

	GAAP*	Special Items**	Excluding Special Items
Revenue	$360 million to $390 million		$360 million to $390 million
Gross Margin	41-43 percent		41-43 percent
Operating Expenses	$360 million to $364 million	Approximately $200 million ‡	$160 million to $164 million
Net Other Income (Exp.)	$(2) to $(3) million		$(2) to $(3) million
Tax Provision	$6 million		$6 million
Net Loss Per Share	($0.57) to ($0.54)‡	Approximately $0.52	($0.05) to ($0.02)
Diluted Share Count	387 million		387 million

‡ LSI Logic’s estimated fourth quarter GAAP results include an anticipated $177 million non-cash charge for Gresham manufacturing facility impairment.

Capital spending is projected to be around $40 million in the fourth quarter, and approximately $80 million in total for 2004.

Fourth 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 Fourth Quarter Business Outlook section of this news release.

-more-

LSI Logic Reports Q3 2004 Financial Results
October 27, 2004 Page 4 of 4

LSI Logic Conference Call Information

LSI Logic will hold a conference call today at 2 p.m. PDT to discuss third quarter financial results and the fourth quarter business outlook. The number is 1-303-262-2190. 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 5 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 11011177#.

Safe Harbor for Forward Looking Statements: This news release contains forward-looking statements, which include the following: projected revenues for the fourth quarter of 2004; projected GAAP net loss for the fourth quarter of 2004; projected net loss, excluding special items, for the fourth quarter of 2004, the company’s expectation of growth and profitability of the company in 2005; the company’s expectations of a continued heightened level of sales activity for RapidChip® Platform ASICs in the fourth quarter of 2004; projected capital spending in the fourth quarter of 2004 and in 2004; an expected charge for Gresham manufacturing facility impairment in the fourth quarter; expected fourth quarter depreciation and software amortization; a work-down of excess inventory during the fourth quarter; and expected growth in Storage Components revenues in 2005. Forward-looking statements also include projections of gross margins, 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: continued excess inventory in the Storage Components channel; continued softness in retail demand for our Consumer Products; continued weak IT spending by enterprises; further charges relating to restructuring activities or asset impairments; the company’s achievement of revenue objectives; the company’s ability to meet financial targets; and the continued availability 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 Platform ASICs, standard-cell 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 (GAAP)
(In thousands, except per share amounts)
(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
	2004			2003			2004			2003
Revenues	$	380,217		$	450,227		$	1,280,471		$	1,230,225
Cost of revenues		228,418			265,243			718,424			751,780
Gross profit		151,799			184,984			562,047			478,445
Research and development		108,134			103,803			327,173			330,256
Selling, general and administrative		63,460			57,715			188,375			172,214
Restructuring of operations and other items, net		228,624			24,516			231,055			184,709
Amortization of acquisition related items including intangibles and non-cash deferred stock compensation *		21,805			22,598			63,306			81,417
Loss from operations		(270,224	)		(23,648	)		(247,862	)		(290,151	)
Interest expense		(5,999	)		(6,971	)		(17,978	)		(23,116	)
Interest income and other, net		(209	)		4,967			17,735			15,106
Loss before income taxes		(276,432	)		(25,652	)		(248,105	)		(298,161	)
Provision for income taxes		6,000			6,000			18,000			18,000
Net loss	$	(282,432	)	$	(31,652	)	$	(266,105	)	$	(316,161	)
Loss per share:
Basic	$	(0.73	)	$	(0.08	)	$	(0.69	)	$	(0.84	)
Diluted **	$	(0.73	)	$	(0.08	)	$	(0.69	)	$	(0.84	)
Shares used in computing per share amounts:
Basic		384,876			378,749			383,355			376,931
Diluted		384,876			378,749			383,355			376,931

* The amortization of acquisition related items including intangibles and non-cash deferred stock compensation for the three month period ended September 30, 2004 are comprised of the following items:

Amortization of intangibles	$	19,212
Amortization of non-cash deferred stock compensation		2,593
	$	21,805

** In computing diluted loss per share for the three and nine month periods ended September 30, 2004 and 2003, all common stock equivalents were excluded from the computation of diluted loss per share as a result of their antidilutive effect.

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

	Three Months Ended						Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
	2004			2003			2004			2003
Net (loss)/income excluding special items	$	(25,249	)	$	16,958		$	27,561		$	(40,172	)
Special items:
Amortization of acquisition related items including intangibles and non-cash deferred stock compensation		(21,805	)		(22,598	)		(63,306	)		(81,417	)
Restructuring of operations and other items, net		(228,624	)		(24,516	)		(231,055	)		(184,709	)
Other special items		(6,754	)		(1,496	)		695			(9,863	)
Total special items		(257,183	)		(48,610	)		(293,666	)		(275,989	)
Net loss	$	(282,432	)	$	(31,652	)	$	(266,105	)	$	(316,161	)
Basic (loss)/income per share:
Net (loss)/income excluding special items	$	(0.07	)	$	0.04		$	0.07		$	(0.11	)
Special items **		(0.66	)		(0.12	)		(0.76	)		(0.73	)
Net loss	$	(0.73	)	$	(0.08	)	$	(0.69	)	$	(0.84	)
Diluted (loss)/income per share*:
Net (loss)/income excluding special items	$	(0.07	)	$	0.04		$	0.07		$	(0.11	)
Special items **		(0.66	)		(0.12	)		(0.76	)		(0.73	)
Net loss	$	(0.73	)	$	(0.08	)	$	(0.69	)	$	(0.84	)
Shares used in computing per share amounts:
Basic		384,876			378,749			383,355			376,931
Diluted		384,876			378,749			383,355			376,931

*	In computing diluted loss per share for the three and nine month periods ended September 30, 2004 and 2003, 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 Excluding Special Items
(In thousands, except per share amounts)
(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
	2004			2003			2004			2003
Revenues	$	380,217		$	450,227		$	1,280,471		$	1,230,225
Cost of revenues		228,418			265,243			718,424			751,780
Gross profit		151,799			184,984			562,047			478,445
Research and development		108,134			103,803			327,173			330,256
Selling, general and administrative		60,931			57,715			184,839			172,214
(Loss)/income from operations		(17,266	)		23,466			50,035			(24,025	)
Interest expense		(5,999	)		(6,971	)		(17,978	)		(23,116	)
Interest income and other, net		4,016			6,463			13,504			24,969
(Loss)/income before income taxes		(19,249	)		22,958			45,561			(22,172	)
Provision for income taxes		6,000			6,000			18,000			18,000
Net (loss)/income excluding special items	$	(25,249	)	$	16,958		$	27,561		$	(40,172	)
(Loss)/income per share excluding special items:
Basic	$	(0.07	)	$	0.04		$	0.07		$	(0.11	)
Diluted	$	(0.07	)	$	0.04		$	0.07		$	(0.11	)
Shares used in computing per share amounts:
Basic		384,876			378,749			383,355			376,931
Diluted		384,876			386,962			388,319			376,931

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 period ended September 30, 2004, the special items represented amortization of acquisition related items including intangibles and non-cash deferred stock compensation, restructuring of operations and other items, net, and other special items. The other special items consisted of write-downs of certain equity securities due to impairment and fees related to our subsidiary Engenio’s initial public offering, which was postponed in August of 2004 due to market conditions. These charges were offset in part by gains associated with the repurchase of a portion of the Company’s Convertible Subordinated Notes.

During the nine month period ended September 30, 2004, the special items represented all the items mentioned above in addition to gains on certain equity securities.

During the three month period ended September 30, 2003, the special items represented amortization of acquisition related items including intangibles and non-cash deferred stock compensation, restructuring of operations and other items, net, and other special items. The other special items consisted of losses associated with the repurchase of a portion of the Company’s Convertible Subordinated Notes and losses on miscellaneous assets sales. During the nine month period ended September 30, 2003, the special items represented all the items mentioned above in addition to write downs on certain equity securities due to impairment, offset in part by gains on miscellaneous asset sales.

For the three and nine month periods ended September 30, 2004, the statements excluding special items are prepared using the Company’s calculated tax expense of $6,000 and $18,000, respectively when excluding special items. For the three and nine month periods ended September 30, 2003, the statements excluding special items are prepared using the Company’s calculated tax expense of $6,000 and $18,000, respectively when excluding special items.

For the three month period ended September 30, 2004, all common stock equivalents were excluded from the computation of diluted loss per share as a result of their antidilutive effect. For the nine month period ended September 30, 2004, 4,964 shares were considered dilutive common stock equivalents and included in the computation of diluted earning per share excluding special items.

For the three month period ended September 30, 2003, 8,213 shares were considered dilutive common stock equivalents and included in the computation of diluted earnings per share excluding special items. For the nine month period ended September 30, 2003, all common stock equivalents were excluded from the computation of diluted loss per share as a result of their antidilutive effect.

A reconciliation from net (loss)/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
Consolidated Condensed Balance Sheets
(In millions)
(Unaudited)

	September 30,			December 31,
	2004			2003
Assets
Current assets:
Cash and short-term investments	$	808.8		$	813.7
Accounts receivable, net		264.8			231.2
Inventories		244.3			198.5
Prepaid expenses and other current assets		135.4			146.6
Total current assets		1,453.3			1,390.0
Property and equipment, net		237.2			481.5
Goodwill and other intangibles		1,104.4			1,129.7
Other assets		362.8			446.7
Total assets	$	3,157.7		$	3,447.9
Liabilities and Stockholders’ Equity
Current liabilities:
Other current liabilities	$	457.3		$	390.8
Current portion of long-term debt, capital lease obligations and short-term borrowings		0.3			0.4
Total current liabilities		457.6			391.2
Long-term debt and capital lease obligations		784.2			865.6
Other long-term liabilities		132.0			141.1
Total liabilities		1,373.8			1,397.9
Minority interest in consolidated subsidiaries		0.3			7.5
Stockholders’ equity:
Common stock		2,963.6			2,953.8
Deferred stock compensation		(11.0	)		(24.8	)
Accumulated deficit		(1,186.9	)		(920.7	)
Accumulated other comprehensive income		17.9			34.2
Total stockholders’ equity		1,783.6			2,042.5
Total liabilities and stockholders’ equity	$	3,157.7		$	3,447.9

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

	Three Months Ended						Nine Months Ended
	Sept. 30,			Sept. 30,			Sept. 30,			Sept. 30,
	2004			2003			2004			2003
Operating Activities:
Net loss	$	(282,432	)	$	(31,652	)	$	(266,105	)	$	(316,161	)
Adjustments:
Depreciation & amortization*		43,966			56,504			136,407			208,615
Amortization of non-cash deferred stock compensation		2,593			3,398			6,422			22,825
Non-cash restructuring and other items		207,673			18,505			214,058			145,828
Loss on write down of equity securities, net of gain on sales		5,991			(31	)		(2,113	)		9,043
(Gain)/loss on repurchase of Convertible Subordinated Notes		(1,767	)		1,162			(1,767	)		3,191
(Gain)/loss on sales of property and equipment		(1,944	)		410			(5,881	)		(2,150	)
Changes in deferred tax assets and liabilities		(387	)		(131	)		238			(94	)
Changes in assets and liabilities, net of assets acquired and liabilities assumed in business combinations:
Accounts receivable		24,125			(23,273	)		(32,855	)		(14,773	)
Inventories		(34,331	)		2,990			(46,032	)		(7,050	)
Prepaid expenses and other assets		3,709			10,709			(2,068	)		63,149
Accounts payable		19,645			(13,366	)		29,908			(1,338	)
Accrued and other liabilities		39,521			9,114			34,343			27,319
Net cash provided by operating activities		26,362			34,339			64,555			138,404
Investing activities:
Purchases of debt securities available-for-sale		(186,679	)		(585,793	)		(641,435	)		(1,995,322	)
Maturities and sales of debt securities available-for-sale		228,720			434,138			568,178			1,890,065
Purchases of equity securities		—			—			(2,250	)		—
Proceeds from sales of equity securities		—			—			10,518			—
Purchases of property and equipment		(16,576	)		(17,257	)		(41,794	)		(48,775	)
Proceeds from sale of property and equipment		2,761			1,822			8,597			13,677
Proceeds from the sale leaseback of equipment		—			—			—			160,000
Deposit toward the sale of the Japan manufacturing facility		—			4,869			—			4,869
Increase in non-current assets and deposits		(312,973	)		—			(313,013	)		(390,135	)
Decrease in non-current assets and deposits		329,831			12,239			369,464			256,606
Acquisition of companies, net of cash acquired		—			—			(32,025	)		—
Net cash provided by/(used in) investing activities		45,084			(149,982	)		(73,760	)		(109,015	)
Financing activities:
Repurchase of Convertible Subordinated Notes		(68,117	)		(173,396	)		(68,117	)		(461,983	)
Proceeds from borrowings		—			—			—			350,000
Cash paid for call spread options		—			—			—			(28,000	)
Debt issuance costs		—			(370	)		—			(10,936	)
Repayment of debt obligations		(81	)		(90	)		(297	)		(264	)
Purchase of minority interest in subsidiary		(525	)		—			(7,978	)		—
Issuance of common stock		54			1,873			17,864			17,763
Net cash used in financing activities		(68,669	)		(171,983	)		(58,528	)		(133,420	)
Effect of exchange rate changes on cash and cash equivalents		1,447			1,215			678			4,937
Increase/(decrease) in cash and cash equivalents		4,224			(286,411	)		(67,055	)		(99,094	)
Cash and cash equivalents at beginning of period		198,403			636,164			269,682			448,847
Cash and cash equivalents at end of period	$	202,627		$	349,753		$	202,627		$	349,753

* 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
	Sept. 30,			June 30,			Sept. 30,
	2004			2004			2003
Semiconductor revenues	$	283.5		$	335.6		$	346.4
Storage Systems revenues	$	96.7		$	112.3		$	103.8
Total revenues	$	380.2		$	447.9		$	450.2
Percentage change in revenues-qtr./qtr. (a)		-15.1	%		-1.0	%		10.6	%
Percentage change in revenues-yr./yr. (b)		-15.5	%		10.0	%		-7.6	%
Days sales outstanding		63			58			53
Days of inventory		96			79			69
Current ratio		3.2			3.7			3.7
Quick ratio		2.3			2.9			2.8
R&D as a percentage of revenues		28.4	%		24.6	%		23.1	%
SG&A as a percentage of revenues		16.7	%		14.2	%		12.8	%
Gross margin as a percentage of revenues		39.9	%		46.6	%		41.1	%
Employees (c)		4,866			4,846			4,915
Revenues per employee (in thousands) (d)	$	312.5		$	369.7		$	366.4
Diluted shares (in thousands)		384,876			388,586			378,749
Selected Cash Flow information
Purchases of property and equipment	$	15.5		$	12.5		$	17.3
Depreciation / amortization (e)	$	23.0		$	24.8		$	36.8

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