10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended July 3, 2005

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to ________

Commission File Number: 1-10317

LSI LOGIC CORPORATION

(Exact name of registrant as specified in its charter)

Delaware
(State of Incorporation) 94-2712976
(I.R.S. Employer Identification Number)

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

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

     Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES þ NO o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act) YES þ NO o

As of August 5, 2005, there were 390,718,991 shares of the registrant’s Common Stock, $.01 par value, outstanding.

LSI LOGIC CORPORATION

Form 10-Q
For the Quarter Ended June 30, 2005
INDEX

		Page
		No.
PART I. FINANCIAL INFORMATION
Item 1	Financial Statements
	Consolidated Condensed Balance Sheets — as of June 30, 2005 (unaudited) and December 31, 2004		3
	Consolidated Condensed Statements of Operations — for the Three and Six Months Ended June 30, 2005 and 2004 (unaudited)		4
	Consolidated Condensed Statements of Cash Flows — for the Six Months Ended June 30, 2005 and 2004 (unaudited)		5
	Notes to Unaudited Consolidated Condensed Financial Statements		6
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
Item 3	Quantitative and Qualitative Disclosures About Market Risk		38
Item 4	Controls and Procedures		38
PART II. OTHER INFORMATION
Item 1	Legal Proceedings		38
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds		38
Item 4	Submission of Matters to a Vote of Security Holders		39
Item 5	Other Information		39
Item 6	Exhibits		40
	Signatures		41
	Index to Exhibits		42
EXHIBIT 10.47
EXHIBIT 10.48
EXHIBIT 10.49
EXHIBIT 10.50
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2

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PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

LSI LOGIC CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEETS
(UNAUDITED)

	June 30,			December 31,
	2005			2004
	(In thousands, except per-share amounts)
Assets
Cash and cash equivalents	$	211,456		$	218,723
Short-term investments		570,563			595,862
Accounts receivable, less allowances of $10,445 and $12,545		284,897			272,065
Inventories		185,740			218,900
Deferred tax assets		5,649			5,661
Prepaid expenses and other current assets		55,316			54,076
Total current assets		1,313,621			1,365,287
Property and equipment, net		288,513			311,916
Intangibles, net		73,232			108,457
Goodwill		965,468			973,130
Deferred tax assets		5,002			5,044
Other assets		101,673			110,167
Total assets	$	2,747,509		$	2,874,001
Liabilities and Stockholders’ Equity
Accounts payable	$	121,285		$	122,422
Accrued salaries, wages and benefits		65,161			58,516
Other accrued liabilities		125,644			142,278
Income taxes payable		82,408			72,935
Current portion of long-term obligations		—			129
Total current liabilities		394,498			396,280
Long-term debt		625,956			781,846
Tax related liabilities and other		75,280			77,570
Total long-term obligations and other liabilities		701,236			859,416
Commitments and contingencies (Notes 10 and 11)
Minority interest in subsidiary		247			259
Stockholders’ equity:
Preferred shares; $.01 par value; 2,000 shares authorized, none outstanding		—			—
Common stock; $.01 par value; 1,300,000 shares authorized; 390,306 and 387,490 shares outstanding		3,903			3,875
Additional paid-in capital		2,986,207			2,969,478
Deferred stock compensation		(10,594	)		(8,936	)
Accumulated deficit		(1,354,340	)		(1,384,321	)
Accumulated other comprehensive income		26,352			37,950
Total stockholders’ equity		1,651,528			1,618,046
Total liabilities and stockholders’ equity	$	2,747,509		$	2,874,001

The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.

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LSI LOGIC CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2005			2004			2005			2004
	(In thousands, except per share amounts)
Revenues	$	481,292		$	447,897		$	931,299		$	900,254
Cost of revenues		269,531			239,081			529,271			490,006
Gross profit		211,761			208,816			402,028			410,248
Research and development		99,659			110,098			198,896			219,039
Selling, general and administrative		59,872			63,757			118,012			124,915
Restructuring of operations and other items, net		7,156			3,029			8,689			2,431
Amortization of non-cash deferred stock compensation (*)		1,172			2,003			2,627			3,829
Amortization of intangibles		17,613			19,398			35,226			37,672
Income from operations		26,289			10,531			38,578			22,362
Interest expense		(6,320	)		(6,067	)		(13,030	)		(11,979	)
Interest income and other, net		11,543			8,778			16,933			17,944
Income before income taxes		31,512			13,242			42,481			28,327
Provision for income taxes		6,250			6,000			12,500			12,000
Net income	$	25,262		$	7,242		$	29,981		$	16,327
Net income per share:
Basic	$	0.06		$	0.02		$	0.08		$	0.04
Diluted	$	0.06		$	0.02		$	0.08		$	0.04
Shares used in computing per share amounts:
Basic		389,088			383,522			388,371			382,571
Diluted		393,427			388,586			391,954			389,102

(*) Amortization of non-cash deferred stock compensation, if not shown separately, would have been included in cost of revenues, research and development and selling, general and administrative expenses as shown below:

	Three months ended June 30,				Six months ended June 30,
	2005		2004		2005		2004
	(In thousands)
Cost of revenues	$	164	$	46	$	325	$	96
Research and development		570		1,530		1,405		2,711
Selling, general and administrative		438		427		897		1,022
Total	$	1,172	$	2,003	$	2,627	$	3,829

The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.

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LSI LOGIC CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)

	Six Months Ended
	June 30,
	2005			2004
	(In thousands)
Operating activities:
Net income	$	29,981		$	16,327
Adjustments:
Depreciation and amortization		82,293			92,441
Amortization of non-cash deferred stock compensation		2,627			3,829
Non-cash restructuring and other items		1,350			6,385
Gain on sale and exchange of equity securities		(2,311	)		(8,104	)
Gain on repurchase of Convertible Subordinated Notes		(4,123	)		—
Gain on sale of property and equipment		(3	)		(3,937	)
Changes in deferred tax assets and liabilities		54			625
Changes in assets and liabilities, net of assets acquired and liabilities assumed in business combinations:
Accounts receivable		(12,853	)		(56,980	)
Inventories		33,160			(11,701	)
Prepaid expenses and other assets		(8,160	)		(5,777	)
Accounts payable		(2,378	)		10,263
Accrued and other liabilities		(493	)		(5,178	)
Net cash provided by operating activities		119,144			38,193
Investing activities:
Purchase of debt securities available-for-sale		(262,532	)		(454,756	)
Maturities and sales of debt securities available-for-sale		283,183			339,458
Purchases of equity securities		—			(2,250	)
Proceeds from sales of equity securities		3,871			10,518
Purchases of property, equipment and software		(19,420	)		(25,218	)
Proceeds from sale of property and equipment		3,215			5,836
Adjustment to goodwill acquired in a prior year for resolution of a pre-acquisition income tax contingency		7,662			4,462
Increase in non-current assets and deposits		—			(40	)
Decrease in non-current assets and deposits		—			39,633
Acquisition of companies, net of cash acquired		—			(36,487	)
Net cash provided by/(used in) investing activities		15,979			(118,844	)
Financing activities:
Repurchase of Convertible Subordinated Notes		(148,126	)		—
Issuance of common stock		12,826			17,810
Purchase of minority interest in subsidiary		—			(7,453	)
Repayment of debt obligations		(129	)		(216	)
Net cash (used in)/provided by financing activities		(135,429	)		10,141
Effect of exchange rate changes on cash and cash equivalents		(6,961	)		(769	)
Decrease in cash and cash equivalents		(7,267	)		(71,279	)
Cash and cash equivalents at beginning of period		218,723			269,682
Cash and cash equivalents at end of period	$	211,456		$	198,403

The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.

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LSI LOGIC CORPORATION

NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

NOTE 1 — BASIS OF PRESENTATION

     In the opinion of LSI Logic Corporation (the “Company” or “LSI”), the accompanying unaudited consolidated condensed financial statements contain all adjustments (consisting only of normal recurring adjustments and restructuring and other items, net as discussed in Note 3 to the Unaudited Consolidated Condensed Financial Statements, hereafter referred to as the “Notes”), necessary to state fairly the financial information included herein. While the Company believes that the disclosures are adequate to make the information not misleading, it is suggested that these financial statements be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.

     For financial reporting purposes, the Company reports on a 13 or 14-week quarter with a year ending December 31. The current quarter ended July 3, 2005. For presentation purposes, the consolidated condensed financial statements refer to the calendar quarters for convenience. The results of operations for the quarter ended July 3, 2005, are not necessarily indicative of the results to be expected for the full year. The first six months of 2005 ended on July 3, 2005, and consisted of approximately 26 weeks, while the first six months of 2004 ended on July 4, 2004, and consisted of approximately 27 weeks. The second quarter of 2005 and 2004 both consisted of 13 weeks.

     The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated condensed financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ significantly from these estimates.

Recent Accounting Pronouncements

     In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment” (“SFAS No. 123R”). This statement eliminates the alternative to use the intrinsic value method of accounting for stock options issued to employees. This statement requires entities to recognize the cost of employee services received in exchange for awards of equity instruments based on the grant date fair value of those awards. This statement applies to all awards granted, modified, repurchased or cancelled after the effective date. In addition, compensation cost will be recognized on or after the effective date for the portion of outstanding awards for which the requisite service has not been rendered, based on the grant date fair value of those awards calculated under SFAS No. 123 for pro forma disclosures. This statement also requires additional disclosures in the notes to the consolidated financial statements. On April 14, 2005, the Securities and Exchange Commission (“SEC”) announced the adoption of a rule that defers the required effective date of SFAS No. 123R until the beginning of the first fiscal year beginning after June 15, 2005. The Company expects to apply this statement beginning in the first fiscal quarter of 2006. The Company is currently evaluating the impact of adopting this statement; however, the Company expects that it will have a significant impact on our consolidated balance sheet and statement of operations. The exact impact on the Company’s financial statements will be dependent on a number of factors including the transition method, the option-pricing model used to compute fair value and the inputs to that model such as volatility and expected life. The pro forma disclosures of the impact of SFAS No. 123 provided in Note 2 may not be representative of the impact of adopting this statement.

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     On March 29, 2005, the SEC issued Staff Accounting Bulletin (“SAB”) No. 107, “Share-Based Payment.” This statement expresses views of the staff regarding the interaction between SFAS No. 123R and certain SEC rules and regulations and provides the staff’s views regarding the valuation of share-based payment arrangements for public companies. In particular, SAB No. 107 provides guidance related to share-based payment transactions with non-employees, the transition from nonpublic to public entity status, valuation methods (including assumptions such as expected volatility and expected term), the accounting for certain redeemable financial instruments issued under share-based payment arrangements, the classification of compensation expense, non-GAAP financial measures, first-time adoption of SFAS No. 123R in an interim period, capitalization of compensation cost related to share-based payment arrangements, the accounting for income tax effects of share-based payment arrangements upon adoption of SFAS No. 123R, the modification of employee share options prior to adoption of SFAS No. 123R and disclosures in Management’s Discussion and Analysis (“MD&A”) subsequent to adoption of SFAS No. 123R. The Company is currently evaluating the impact of adopting this statement; however, the Company expects that the adoption of SFAS No. 123R and the related interpretations in SAB No. 107 will have a significant impact on the Company’s consolidated balance sheet and statement of operations.

     In June 2005, the Emerging Issues Task Force (“EITF”) reached a consensus on Issue No. 05-2, “The Meaning of ‘Conventional Convertible Debt Instrument’ in EITF Issue 00-19, ‘Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock.’” This statement clarifies three issues surrounding the application of Issue 00-19 as it relates to “conventional” convertible debt. The first issue resolved to retain the conventional convertible debt exception in Issue No. 00-19, which was originally included to avoid a conflict with existing guidance in APB 14. The second issue clarifies and expands the definition of “conventional” in the context of the Issue No. 00-19 exception to include instruments for which conversion into a fixed number of shares is contingent on a future event. The third issue clarifies that preferred stock with a mandatory redemption date could qualify for the conventional convertible debt exception, with qualification depending on the facts and circumstances. The consensuses in this Issue should be applied prospectively to new instruments entered into or modified in periods beginning after June 29, 2005. The adoption of this standard is not expected to have a material impact on the Company’s consolidated balance sheet or statement of operations.

     In June 2005, the EITF reached a consensus on Issue No. 05-6, “Determining the Amortization Period for Leasehold Improvements.” This statement clarifies that the amortization period for leasehold improvements acquired in a business combination or acquired subsequent to lease inception should be based on the lesser of the useful life of the leasehold improvements or the period of the lease, including all renewal periods that are reasonably assured of exercise at the time of the acquisition. The consensus is to be applied prospectively to leasehold improvements purchased or acquired in reporting periods beginning after June 29, 2005. The adoption of this standard is not expected to have a material impact on the Company’s consolidated balance sheet or statement of operations.

     In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections.” This statement replaces APB Opinion No. 20 and SFAS No. 3. This statement applies to all voluntary changes in accounting principle and applies to changes required by an accounting pronouncement if transition provisions are not provided. This statement requires retrospective application to prior periods’ financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. This statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The adoption of this standard is not expected to have a material impact on the Company’s consolidated balance sheet or statement of operations.

     In March 2005, the FASB issued FASB Interpretation No. 47 (“FIN No. 47”), “Accounting for Conditional Retirement Obligations-an interpretation of SFAS No. 143.” This interpretation clarifies the timing of when a liability should be recognized for legal obligations associated with the retirement of a tangible long-lived asset. In addition, the interpretation clarifies the treatment when there is insufficient information to reasonably estimate the fair value of an asset retirement obligation. FIN No. 47 is effective no later than December 31, 2005. Retrospective application for interim financial information is permitted but is not required. The adoption of this standard is not expected to have a material impact on the Company’s consolidated balance sheet or statement of operations.

     In December 2004, the FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets-an amendment of APB Opinion No. 29.” This statement amends APB Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. This statement is effective for nonmonetary asset exchanges occurring in

7

fiscal periods beginning after June 15, 2005. The adoption of this standard is not expected have a material impact on the Company’s consolidated balance sheet or statement of operations.

     In November 2004, the FASB issued SFAS No. 151, “Inventory Costs-an amendment of ARB No. 43, Chapter 4.” This statement clarifies the accounting for abnormal amounts of facility expense, freight, handling costs and wasted materials (spoilage) to require them to be recognized as current-period charges. This statement is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The adoption of this standard is not expected to have a material impact on the Company’s consolidated balance sheet or statement of operations.

     On October 22, 2004, the President signed the American Jobs Creation Act of 2004 (the “Act”). The Act introduced a special one-time dividends received deduction on the repatriation of certain foreign earnings to a U.S. taxpayer (repatriation provision), provided certain criteria are met. The Company has yet to complete its evaluation of the foreign earnings repatriation provision within the Act. At this time the Company has not been able to reasonably estimate the income tax effect of the foreign earnings repatriation provision. The Company plans to complete its evaluation in the second half of 2005.

     In March 2004, the EITF reached a consensus on Issue No. 03-01, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments.” EITF No. 03-01 provides guidance on recording other-than-temporary impairments of cost-method investments and requires additional disclosures for those investments. In September 2004, a FASB Staff Position was issued that delays the recognition and measurement guidance in EITF No. 03-01 until the final issuance of FASB Staff Position Issue 03-01. The adoption of the recognition and measurement provisions is not expected to have a material impact on the Company’s consolidated balance sheet or statement of operations.

NOTE 2 — STOCK-BASED COMPENSATION

     The following table provides pro forma disclosures as if the Company had recorded compensation costs based on the estimated grant date fair value, as defined by SFAS No. 123, for awards granted under its stock option and stock purchase plans. The estimated weighted-average grant date fair value, as defined by SFAS No. 123, was calculated using the Black-Scholes model. The Black-Scholes model was developed to estimate the fair value of freely tradable, fully transferable options without vesting restrictions, which significantly differ from the Company’s stock option awards. These models also require highly subjective assumptions, including future stock price volatility and expected time until exercise, which greatly affect the calculated grant date fair value.

	Three months ended						Six months ended
	June 30,						June 30,
	2005			2004			2005			2004
	(In thousands, except per share amounts)
Net income, as reported	$	25,262		$	7,242		$	29,981		$	16,327
Add: Amortization of non-cash deferred stock compensation determined under the intrinsic value method as reported in net income, net of related tax effects *		—			748			296			2,022
Deduct: Total stock-based employee compensation expense determined under fair value method for all awards, net of related tax effects		(25,475	)		(32,756	)		(43,514	)		(70,597	)
Pro forma net loss	$	(213	)	$	(24,766	)	$	(13,237	)	$	(52,248	)
Income/(loss) per share:
Basic-as reported	$	0.06		$	0.02		$	0.08		$	0.04
Basic-pro forma	$	—		$	(0.06	)	$	(0.03	)	$	(0.14	)
Diluted-as reported	$	0.06		$	0.02		$	0.08		$	0.04
Diluted-pro forma	$	—		$	(0.06	)	$	(0.03	)	$	(0.14	)

* This amount excludes amortization of non-cash deferred stock compensation on restricted stock awards.

     The pro forma disclosure provided above may not be representative of the effect of applying SFAS No. 123R. See further discussion in “Recent Accounting Pronouncements” in Note 1.

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NOTE 3 — RESTRUCTURING AND OTHER ITEMS

     The Company recorded charges of $7 million and $9 million in restructuring of operations and other items for the three and six months ended June 30, 2005, respectively, primarily in the Semiconductor segment. The Company recorded charges of $3.0 million and $2.4 million in restructuring of operations and other items for the three and six months ended June 30, 2004, respectively. For a complete discussion of the 2004 restructuring actions, please refer to the Company’s Annual Report on Form 10-K for fiscal year 2004.

Restructuring and impairment of long-lived assets:

First quarter of 2005:

     The Company recorded an expense of $0.8 million for the write-down of purchased software that will not be used. An expense of $0.3 million was recorded to reflect the change in time value of accruals for facility lease termination costs, net of adjustments for changes in sublease assumptions for certain previously accrued facility lease termination costs. Additional non-manufacturing facilities were consolidated during the first quarter of 2005 and an expense of $0.4 million was recorded as the leased facilities ceased being used.

Second quarter of 2005:

     The Company recorded restructuring charges of approximately $1.7 million, which included the following items. An expense of $0.4 million for the write-down of equipment held for sale to reflect a decline in fair market values. An expense of $0.4 million was recorded to reflect the change in time value of accruals for facility lease termination costs. An additional non-manufacturing facility was consolidated during the second quarter of 2005 and an expense of $0.3 million was recorded as the leased facility ceased being used. An expense of $0.2 million was recorded for severance and termination benefits for 10 employees. An expense of $0.4 million was recorded for facility closure costs related to the Colorado fabrication facility as the expenses were incurred.

     Assets held for sale of $7 million and $11 million were included as a component of prepaid expenses and other current assets as of June 30, 2005, and December 31, 2004, respectively. Assets classified as held for sale are not depreciated. The fair values of impaired equipment and facilities were researched and estimated by management. Given that current market conditions for the sale of older fabrication facilities and related equipment may fluctuate, there can be no assurance that the Company will realize the current net carrying value of the assets held for sale. The Company reassesses the realizability of the carrying value of these assets at the end of each quarter until the assets are sold or otherwise disposed of and additional adjustments may be necessary.

     The following table sets forth the Company’s restructuring reserves as of June 30, 2005, which are included in other accrued liabilities on the balance sheet:

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						Utilized										Balance
	Balance at		Restructuring			during			Balance at		Restructuring		Utilized			at
	December		Expense			Q1,			March 31,		Expense		during			June 30,
	31, 2004		Q1, 2005			2005			2005		Q2, 2005		Q2, 2005			2005
(In thousands)
Write-down of excess assets and decommissioning costs (a)	$	1,207	$	796		$	(1,271	)	$	732	$	429	$	(451	)	$	710
Lease terminations (b)		20,065		738			(2,691	)		18,112		727		(2,674	)		16,165
Facility closure and other exit costs (c)		543		—			(476	)		67		404		(462	)		9
Payments to employees for severance (d)		7,408		(1	)		(4,250	)		3,157		160		(1,850	)		1,467
Total	$	29,223	$	1,533		$	(8,688	)	$	22,068	$	1,720	$	(5,437	)	$	18,351

(a)	The amounts utilized in 2005 reflect $1.2 million of non-cash write-downs of long-lived assets in the U.S. due to impairment and $0.5 million in cash payments to decommission and sell assets. The write-downs of long-lived assets were accounted for as a reduction of the assets and did not result in a liability. The $0.7 million balance as of June 30, 2005, relates to machinery and equipment decommissioning costs in the U.S. and estimates for selling costs for assets held for sale and is expected to be utilized during 2005.
(b)	Amounts utilized represent cash payments. The balance remaining for real estate lease terminations will be paid during the remaining terms of these contracts, which extend through 2011.
(c)	Amounts utilized represent cash payments. The balance remaining for facility closure and other exit costs will be paid during 2005.
(d)	Amounts utilized represent cash severance payments to 123 employees during the six months ended June 30, 2005. The balance remaining for severance is expected to be paid by the end of 2005.

Other Items:

     On May 23, 2005, Wilfred J. Corrigan’s status as an employee ceased and in connection with this event, the Company recorded a charge of $5.3 million. The amount was paid to Mr. Corrigan in the second quarter of 2005 and was made in accordance with Mr. Corrigan’s employment agreement dated September 20, 2001.

NOTE 4 — INVESTMENTS

	June 30,		December 31,
	2005		2004
	(In thousands)
Available-for-sale debt securities
Asset and mortgage-backed securities	$	264,945	$	292,898
U.S. government and agency securities		225,959		234,787
Corporate and municipal debt securities		79,659		68,177
Total short-term investments	$	570,563	$	595,862
Long-term investments in equity securities
Marketable equity securities	$	20,649	$	28,372
Non-marketable equity securities		9,307		9,307
Total long-term investments in equity securities	$	29,956	$	37,679

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     Accumulated other comprehensive income included unrealized gains on investments in available-for-sale debt and equity securities of $7 million, net of the related tax effect of $4 million, and $12 million, net of the related tax effect of $6 million, as of June 30, 2005, and December 31, 2004, respectively.

     Net realized losses on sales of investments in available-for-sale debt securities were $0.4 million and $0.7 million for the three and six months ended June 30, 2005, respectively. Net realized losses on the sale of investments in available-for-sale debt securities were $0.3 million for the three months ended June 30, 2004. Net realized gains on sales of investments in available-for-sale debt securities were $0.6 million for the six months ended June 30, 2004.

     The Company realized pre-tax gains of $2 million related to the following for the six months ended June 30, 2005:

• A $1 million pre-tax gain related to the sale of certain marketable available-for-sale equity securities in the second quarter of 2005; and

• A $1 million pre-tax gain associated with marketable available-for-sale equity securities of a certain technology company that was acquired by another technology company in the second quarter of 2005.

     The Company realized pre-tax gains of $8 million related to the following for the six months ended June 30, 2004:

• A $5 million pre-tax gain related to the sales of certain marketable available-for-sale equity securities in the second quarter of 2004; and

• A $3 million pre-tax gain associated with marketable available-for-sale equity securities of a certain technology company that was acquired by another technology company in the first quarter of 2004.

     The following table includes the details of pre-tax losses related to investments in equity securities that the Company has recorded during the first six months of 2005 and 2004. Management believed that the declines in value were other than temporary.

	Non-marketable		Marketable
	equity		equity
	investments		investments
	(in millions)
Pre-tax loss:
Three months ended June 30, 2005	$	—	$	—
Six months ended June 30, 2005		—		—
Pre-tax loss:
Three months ended June 30, 2004	$	0.1	$	—
Six months ended June 30, 2004		1.2		—
Total carrying value of impaired investments as of June 30, 2005	$	2.4	$	—

NOTE 5 — BALANCE SHEET DETAIL

	June 30,		December 31,
	2005		2004
	(In thousands)
Cash and cash equivalents:
Cash in financial institutions	$	31,252	$	51,172
Cash equivalents		180,204		167,551
	$	211,456	$	218,723
Inventories:
Raw materials	$	17,602	$	20,022
Work-in-process		83,241		106,818
Finished goods		84,897		92,060
	$	185,740	$	218,900

11

     The changes in the carrying amount of goodwill for the six months ended June 30, 2005 are as follows (in thousands):

	Semiconductor			Storage Systems
	Segment			segment		Total
Balance as of December 31, 2004	$	892,497		$	80,633	$	973,130
Adjustment to goodwill acquired in a prior year for cash received from the resolution of a pre-acquisition income tax contingency		(7,662	)		—		(7,662	)
Balance as of June 30, 2005	$	884,835		$	80,633	$	965,468

     The Company monitors the recoverability of goodwill recorded in connection with acquisitions annually, or sooner if events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment, if any, would be determined in accordance with SFAS No. 142, which uses a fair value model for determining the carrying value of goodwill. See the Company’s Annual Report on Form 10-K for further discussion.

NOTE 6 — DEBT

					Conversion		June 30,		December 31,
	Maturity	Interest Rate			Price		2005		2004
							(In thousands)
2003 Convertible Subordinated Notes	May 2010		4	%	$	13.4200	$	350,000	$	350,000
2001 Convertible Subordinated Notes	November 2006		4	%	$	26.3390		271,848		421,500
Deferred gain on terminated swaps								4,108		10,346
Capital lease obligations								—		129
								625,956		781,975
Current portion of long-term obligations								—		(129	)
Long-term debt							$	625,956	$	781,846

     During the second quarter of 2005, the Company repurchased approximately $150 million of the 2001 Convertible Notes. A net pre-tax gain of approximately $4 million was recognized in interest income and other, net for the repurchase. The pre-tax gain is net of the write-off of debt issuance costs and a portion of the deferred gain on the terminated Swaps.

NOTE 7 — RECONCILIATION OF BASIC AND DILUTED INCOME PER SHARE

     A reconciliation of the numerators and denominators of the basic and diluted income per share computations are as follows:

12

	Three Months Ended June 30,
	2005						2004
											Per-
					Per-Share						Share
	Income*		Shares+		Amount		Income*		Shares+		Amount
	(In thousands except per share amounts)
Basic EPS:
Net income available to common stockholders	$	25,262		389,088	$	0.06	$	7,242		383,522	$	0.02
Stock options and restricted stock awards		—		4,339		—		—		5,064		—
Diluted EPS:
Net income available to common stockholders	$	25,262		393,427	$	0.06	$	7,242		388,586	$	0.02

	Six Months Ended June 30,
	2005						2004
					Per-Share						Per-Share
	Income*		Shares+		Amount		Income*		Shares+		Amount
	(In thousands except per share amounts)
Basic EPS:
Net income available to common stockholders	$	29,981		388,371	$	0.08	$	16,327		382,571	$	0.04
Stock options and restricted stock awards		—		3,583		—		—		6,531		—
Diluted EPS:
Net income available to common stockholders	$	29,981		391,954	$	0.08	$	16,327		389,102	$	0.04

*	Numerator
+	Denominator

     Options to purchase 47,747,107 and 49,602,295 shares were outstanding during the three and six months ended June 30, 2005, respectively, but were not included in the computation of diluted shares because the exercise prices of these options were greater than the average market price of common shares for the above periods. The exercise price of these options ranged from $6.59 to $72.25 and from $6.30 to $72.25 as of June 30, 2005, respectively. Options to purchase 53,566,120 and 50,709,797 shares were outstanding during the three and six months ended June 30, 2004, respectively, but were not included in the computation of diluted shares because the exercise prices of these options were greater than the average market price of common shares for the periods presented. The exercise price of these options ranged from $8.24 to $72.25 and from $9.12 to $72.25 as of June 30, 2004, respectively.

     Weighted average restricted common shares of 1,054,642 and 924,872 for the three and six months ended June 30, 2005, respectively, were excluded from the computation of diluted shares because of their antidilutive effect on net income per share. Weighted average restricted common shares of 301,847 and 153,102 for the three and six months ended June 30, 2004, respectively, were excluded from the computation of diluted shares because of their antidilutive effect on net income per share.

     For the three and six months ended June 30, 2005, weighted average potentially dilutive shares of 38,656,318 and 40,388,457, respectively, associated with the 2003 and 2001 Convertible Notes were excluded from the calculation of diluted shares because of their antidilutive effect on net income per share. For the three and six months ended June 30, 2004, weighted average potentially dilutive shares of 44,684,052 shares associated with the 2003 and 2001 Convertible Notes were excluded from the calculation of diluted shares because of their antidilutive effect on net income per share.

NOTE 8 — COMPREHENSIVE INCOME/(LOSS)

     Comprehensive income/(loss) is defined as a change in equity of a company during a period from transactions and other events and circumstances, excluding transactions resulting from investments by owners and distributions to owners. Comprehensive income/(loss), net of taxes for the current reporting period and comparable period in the prior year is as follows:

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	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2005			2004			2005			2004
	(In thousands)
Net income	$	25,262		$	7,242		$	29,981		$	16,327
Change in unrealized gain/loss on derivative instruments designated as and qualifying as cash-flow hedges		(369	)		2,373			(535	)		1,470
Change in unrealized gain/loss on available-for-sale securities		(1,450	)		(10,716	)		(4,273	)		(11,412	)
Change in foreign currency translation adjustments		(3,341	)		(9,653	)		(6,790	)		(4,480	)
Comprehensive income/(loss)	$	20,102		$	(10,754	)	$	18,383		$	1,905

NOTE 9 — SEGMENT REPORTING

     The Company operates in two reportable segments: the Semiconductor segment and the Storage Systems segment. The Storage Systems segment may also be referred to as Engenio. In the Semiconductor segment, the Company uses advanced deep sub-micron process technology and comprehensive design methodologies to design, develop, manufacture and market highly complex integrated circuits. These system-on-a-chip solutions include application specific integrated circuits, commonly referred to as ASICs, RapidChip® Platform ASICs and application specific standard products in silicon, or ASSPs. Semiconductor segment product offerings also include host bus adapters, RAID adapters and related products, and services. In the Storage Systems segment, the Company designs, manufactures and sells high-performance, highly scalable open storage area network systems and storage solutions to original equipment manufacturers and a specialized network of resellers. The Storage Systems’ products are sold as complete storage systems or sub-assemblies configured from modular components, including our disk array controller boards and related enclosures, disk drive enclosures and related management software.

     The following is a summary of operations by segment for the three and six months ended June 30, 2005 and 2004:

	Three months ended June 30,				Six months ended June 30,
	2005		2004		2005		2004
	(In thousands)
Revenues:
Semiconductor	$	362,422	$	335,626	$	706,004	$	672,524
Storage Systems		118,870		112,271		225,295		227,730
Total	$	481,292	$	447,897	$	931,299	$	900,254
Income from operations:
Semiconductor	$	23,807	$	3,992	$	38,006	$	5,166
Storage Systems		2,482		6,539		572		17,196
Total	$	26,289	$	10,531	$	38,578	$	22,362

     Intersegment revenues for the periods presented above were not significant. For the three and six months ended June 30, 2005, restructuring of operations and other items, net of $7 million and $9 million, respectively, were primarily included in the Semiconductor segment. For the three and six months ended June 30, 2004, restructuring of operations and other items, net of $3 million and $2 million, respectively, were primarily included in the Semiconductor segment.

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     Significant Customers. The following table summarizes the number of our significant customers, each of whom accounted for 10% or more of the Company’s revenues, along with the percentage of revenues they individually represent on a consolidated basis and by segment:

	Three months ended June 30,						Six months ended June 30,
	2005			2004			2005			2004
Semiconductor segment:
Number of significant customers		1			—			1			—
Percentage of segment revenues		16	%		—			15	%		—
Storage Systems segment:
Number of significant customers		3			2			3			3
Percentage of segment revenues		57%, 13%, 12	%		55%, 14	%		55%, 15%, 13	%		53%, 14%, 11	%
Consolidated:
Number of significant customers		2			1			2			1
Percentage of consolidated revenues		15%, 12	%		16	%		14%, 11	%		15	%

     The following is a summary of total assets by segment as of June 30, 2005, and December 31, 2004:

	June 30,		December 31,
	2005		2004
	(In thousands)
Total assets:
Semiconductor	$	2,439,260	$	2,549,016
Storage Systems		308,249		324,985
Total	$	2,747,509	$	2,874,001

     Revenues from domestic operations were $228 million, representing 47% of consolidated revenues for the second quarter of 2005 compared to $227 million, representing 51% of consolidated revenues for the same period of 2004.

     Revenues from domestic operations were $436 million, representing 47% of consolidated revenues, for the first six months of 2005 compared to $459 million, representing 51% of consolidated revenues, for the same period of 2004.

NOTE 10— COMMITMENTS AND CONTINGENCIES

     The Company is a party to a variety of agreements pursuant to which it may be obligated to indemnify the other party with respect to certain matters. Typically, these obligations arise in connection with contracts and license agreements or the sale of assets, under which the Company customarily agrees to hold the other party harmless against losses arising from a breach of warranties, representations and covenants related to such matters as title to assets sold, validity of certain intellectual property rights, non-infringement of third-party rights, and certain income tax-related matters. In each of these circumstances, payment by the Company is typically subject to the other party making a claim to and cooperating with the Company pursuant to the procedures specified in the particular contract. This usually allows the Company to challenge the other party’s claims or, in case of breach of intellectual property representations or covenants, to control the defense or settlement of any third-party claims brought against the other party. Further, the Company’s obligations under these agreements may be limited in terms of activity (typically to replace or correct the products or terminate agreement with a refund to the other party), duration and/or amounts. In some instances, the Company may have recourse against third parties and/or insurance covering certain payments made by the Company.

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NOTE 11 — LEGAL MATTERS

     In February 1999, a lawsuit alleging patent infringement was filed in the United States District Court for the District of Arizona by the Lemelson Medical, Education & Research Foundation, Limited Partnership (“Lemelson”) against 88 electronics industry companies, including LSI. The case number is CIV990377PHXRGS. The patents involved in this lawsuit are alleged to relate to semiconductor manufacturing and computer imaging, including the use of bar coding for automatic identification of articles. The plaintiff has sought a judgment of infringement, an injunction, treble damages, attorneys’ fees and further relief as the court may provide. In September 1999, the Company filed an answer denying infringement and raising affirmative defenses. In addition, the Company asserted a counterclaim for declaratory judgment of non-infringement, invalidity and unenforceability of Lemelson’s patents. A claim construction hearing was held and completed in December 2004; a ruling on the claim construction is pending. No trial date has been set. While the Company can give no assurances regarding the final outcome of this lawsuit, the Company believes the allegations made by Lemelson are without merit and is defending the action vigorously.

     On May 4, 2001, Ning “Frank” Hui caused a lawsuit to be filed against C-Cube Microsystems Inc. in the Superior Court of California for the County of Santa Clara. Hui caused the lawsuit to be filed on his behalf and on behalf of all others similarly situated, approximately 600 employees of C-Cube Microsystems who were employed by C-Cube Microsystems in May 2000 at the time of the acquisition of certain C-Cube Microsystems’ assets by Harmonic, Inc. Subsequent to the filing of the lawsuit, the Superior Court granted Hui’s motion for class certification. In the Complaint, Hui alleged that C-Cube Microsystems’ management improperly reduced the conversion factor for unvested employee stock options when such options were converted at the time of the Harmonic transaction. The Company, without admitting liability, entered into a settlement agreement with Hui and all class members, which was preliminarily approved by the Superior Court on or about April 26, 2005; final approval of the settlement was granted on July 26, 2005, at which time the Superior Court ordered the lawsuit dismissed, with prejudice. The settlement agreement, as approved by the Superior Court, will not have a material adverse effect on the consolidated results of operations or financial condition of the Company.

     The Company and its subsidiaries are parties to other litigation matters and claims that are normal in the course of its operations. The Company aggressively defends all legal matters and does not believe, based on currently available facts and circumstances, that the final outcome of these matters, taken individually or as a whole, will have a material adverse effect on the Company’s consolidated results of operations and financial condition. However, the pending unsettled lawsuits may involve complex questions of fact and law and will likely require the expenditure of significant funds and the diversion of other resources to defend. From time to time the Company may enter into confidential discussions regarding the potential settlement of such lawsuits; however, there can be no assurance that any such discussions will occur or will result in a settlement. Moreover, the settlement of any pending litigation could require the Company to incur substantial settlement payments and costs and, in the case of the settlement of any intellectual property proceeding against the Company, may require the Company to obtain a license under a third party’s intellectual property rights that could require royalty payments in the future and the Company to grant a license to certain of its intellectual property rights to a third party under a cross-license agreement. The results of litigation are inherently uncertain, and material adverse outcomes are possible.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

     This Form 10-Q contains forward-looking statements. In many cases you can identify forward-looking statements by terminology such as “may”, “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “intend” or “continue,” or the negative of such terms and other comparable terminology. In addition, forward-looking statements in this document include, but are not limited to, the following: projected net income per diluted share in the third quarter of 2005, projected revenues in the third quarter of 2005, projections of gross profit margins in the third quarter of 2005 and projected capital expenditures in 2005. We assume no obligation to update any such forward-looking statements, and these statements involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. For a summary of such risks and uncertainties, please see the paragraphs located at the end of this Item 2 entitled “Factors that May Affect Future Operating Results” and please also see the risk factors located in our Annual Report on Form 10-K for our fiscal year ended December 31, 2004.

OVERVIEW

     We design, develop, manufacture and market complex, high-performance integrated circuits and storage systems. We operate in two segments-the Semiconductor segment and the Storage Systems segment. Within the Semiconductor segment, we offer three enabling system-on-a-chip technologies-standard-cell ASICs, Platform ASICs and application specific standard products that are focused on the consumer, communication and storage component markets. Within the Storage Systems segment, we focus on high-performance modular disk storage systems, sub-assemblies and storage management software. Our products are marketed primarily to original equipment manufacturers (“OEMs”) that sell products targeted for applications in these markets.

     Our business is characterized by rapid technological change, competitive pricing pressures and cyclical market patterns. Our financial results are affected by a wide variety of factors, including general economic conditions worldwide, economic conditions specific to the semiconductor and storage systems industries, the timely implementation of new technologies and the ability to safeguard inventions and other intellectual property in a rapidly evolving market. In addition, the semiconductor and storage systems markets have historically been cyclical and subject to significant economic downturns at various times.

     On May 23, 2005, Abhijit Y. Talwalkar joined LSI as President and Chief Executive Officer and Wilfred J. Corrigan’s status as an employee of LSI ceased. Since joining LSI, Mr. Talwalkar has been in the process of assessing the strategic foundation and operational effectiveness of our overall business.

     Net income for the three months ended June 30, 2005 was $25.3 million or $0.06 per diluted share compared to $4.7 million or $0.01 per diluted share for the three months ended March 31, 2005 and $7.2 million or $0.02 per diluted share for the three months ended June 30, 2004. Net income for the six months ended June 30, 2005 was $30.0 million or $0.08 per diluted share compared to $16.3 million or $0.04 per diluted share for the six months ended June 30, 2004.

     Revenues on a consolidated basis for the three months ended June 30, 2005 were $481.3 million, representing a 7.0% increase from revenues of $450.0 million for the three months ended March 31, 2005 and a 7.5% increase from revenues of $447.9 million for the three months ended June 30, 2004. The increases are attributable to increased revenues in our Semiconductor and Storage Systems segments. Revenues for the six months ended June 30, 2005 were $931.3 million representing a 3.4% increase over revenues of $900.3 million for the six months ended June 30, 2004. The increase is attributable to increased revenues in our Semiconductor segment, offset in part by a decline in revenues for our Storage Systems segment.

     In the third quarter of 2005, we expect our consolidated revenues to be in the range of $470 million to $500 million and net income per diluted share to be in the range of $0.05 to $0.07. In the third quarter of 2005 and forward, we will be driving synergies between our existing storage system building blocks within our Storage Systems segment and semiconductors such as our line of MegaRAID and internal RAID hosted products within the Semiconductor segment. In addition, within the Semiconductor segment, we will be enhancing our ASIC strategy and focus as well as our Domino and video media processor technologies that is enabling us to be successful in consumer product applications such as DVD products.

17

     Cash, cash equivalents and short-term investments were $782.0 million as of June 30, 2005, $865.9 million as of March 31, 2005 and $814.6 million as of December 31, 2004. In the second quarter of 2005, we generated approximately $59.8 million in cash from operations and repurchased approximately $150 million of the 2001 Convertible Notes. (See Note 6 of the Notes.) For the six months ended June 30, 2005, we generated approximately $119.1 million in cash from operations compared to $38.2 million for the same period of the prior year.

     Net inventories were $185.7 million as of June 30, 2005, compared to $203.4 million as of March 31, 2005 and $218.9 million as of December 31, 2004. The decline in inventory levels reflects our continued focus on supply chain management.

     Where more than one significant factor contributed to changes in results from year to year, we have quantified such factors throughout Management’s Discussion & Analysis, where practicable.

RESULTS OF OPERATIONS

     Revenues:

	Three months ended						Six months ended
	June 30, 2005		March 31, 2005		June 30, 2004		June 30, 2005		June 30, 2004
	(in millions)
Semiconductor segment	$	362.4	$	343.6	$	335.6	$	706.0	$	672.5
Storage Systems segment		118.9		106.4		112.3		225.3		227.8
Consolidated	$	481.3	$	450.0	$	447.9	$	931.3	$	900.3

There were no significant intersegment revenues during the periods presented.

     Second quarter of 2005 compared to the first quarter of 2005

     Total consolidated revenues for the second quarter of 2005 increased $31.3 million or 7% from the first quarter of 2005.

     Semiconductor segment:

     Revenues for the Semiconductor segment increased $18.8 million or 5% in the second quarter of 2005 as compared to the previous quarter. The increase in semiconductor revenues is attributable to the following:

• Revenues increased for semiconductors used in storage product applications primarily due to higher demand for ASICs used in hard disk drives and Host Bus Adapters (“HBA”) along with storage standard products, including our Fibre Channel, Serial Attached SCSI (“SAS”) controller product and Ultra320 SCSI products; and

• Revenues increased for semiconductors used in communications product applications primarily due to an increase in demand for enterprise and wireless products.

     The above noted increases were offset in part by decreases in revenues for semiconductors used in video game consumer product applications as a result of lower demand.

     Storage Systems segment:

     Revenues for the Storage Systems segment increased $12.5 million or 12% from the first quarter of 2005. The increase in revenues is primarily attributable to the introduction of our new high-end controller product during the second quarter of 2005 and normal seasonality, as the first quarter of the fiscal year is typically the lowest quarter for revenues in the Storage Systems segment.

18

     Three and six months ended June 30, 2005 compared to the same period of 2004

     Total consolidated revenues for the second quarter of 2005 increased $33.4 million or 7% as compared to the second quarter of 2004. For the six months ended June 30, 2005, revenues increased $31.0 million or 3% as compared to the same period of the prior year.

     Semiconductor segment:

     Revenues for the Semiconductor segment increased $26.8 million or 8% for the second quarter of 2005 as compared to the same period of the previous year. The increase in revenues for the three-month period is attributable to:

• An increase in revenues for semiconductors used in storage product applications primarily due to higher demand for ASICs used in hard disk drives and HBAs; and

• An increase in revenues for semiconductors used in consumer product applications primarily a result of increased demand for digital audio players, video games, cable and set-top box solutions. These increases were offset in part by decreases in demand for semiconductors used in DVD products.

     The above noted increases in revenues were offset in part by decreased demand for semiconductors used in communications product applications such as office automation solutions, switch and wide area network (“WAN”) products.

     Revenues for the Semiconductor segment increased $33.5 million or 5% for the first six months of 2005 as compared to the same period in 2004. The increase in revenues is attributable to:

• An increase in revenues for semiconductors used in storage product applications primarily due to higher demand for ASICs used in hard disk drives. This increase was partially offset by decreased demand for semiconductors used in HBAs, server products and for storage standard products as excess inventory in the supply chain from the prior year was depleted; and

• An increase in revenues for semiconductors used in consumer product applications primarily a result of increased demand for video games, digital audio players, cable and set-top box solutions. These increases were offset in part by decreases in demand for semiconductors used in DVD products.

     The above noted increases in revenues were offset in part by decreased demand for semiconductors used in communications product applications such as office automation solutions, switch and WAN products.

     Storage Systems segment:

     Revenues for the Storage Systems segment increased $6.6 million or 6% for the second quarter of 2005 and decreased $2.5 million or 1% for the first six months of 2005 as compared to the same periods of 2004. The increase in revenues for the second quarter of 2005 as compared to the same period of 2004 was primarily driven by the introduction of our new high-end controller product during the second quarter of 2005 and increased volumes across other product lines. Partially offsetting these improvements in our revenues were price reductions instituted on certain older products.

     The decrease in revenues for the first half of 2005 compared to the same period of 2004 was primarily driven by lower sales at two of our larger OEM customers as well as declines in our direct/reseller business. We expect to see a further decline in our direct/reseller business as we focus on being the OEM partner of choice.

     Significant Customers. The following table summarizes the number of our significant customers, each of whom accounted for 10% or more of our revenues, along with the percentage of revenues they individually represent on a consolidated basis and by segment:

19

	Three months ended June 30,						Six months ended June 30,
	2005			2004			2005			2004
Semiconductor segment:
Number of significant customers		1			—			1			—
Percentage of segment revenues		16	%		—			15	%		—
Storage Systems segment:
Number of significant customers		3			2			3			3
Percentage of segment revenues		57%, 13%,12	%		55%, 14	%		55%, 15%, 13	%		53%, 14%, 11	%
Consolidated:
Number of significant customers		2			1			2			1
Percentage of consolidated revenues		15%,12	%		16	%		14%,11	%		15	%

Revenues by geography. The following table summarizes our revenues by geography:

	Three months ended						Six months ended
	June 30, 2005		March 31, 2005		June 30, 2004		June 30, 2005		June 30, 2004
	(in millions)
Revenues:
North America *	$	228.1	$	207.5	$	226.8	$	435.6	$	459.1
Asia, including Japan		195.4		195.3		164.9		390.7		329.6
Europe *		57.8		47.2		56.2		105.0		111.6
Total	$	481.3	$	450.0	$	447.9	$	931.3	$	900.3

* Revenues by geography are accumulated based on the revenues generated by our subsidiaries located within the three geographic areas noted in the above table. In the second half of 2004, Engenio formed new subsidiaries within Europe. As a result, the amounts in the table above have been restated. All revenues generated by Engenio Europe were previously reported in North America.

Second quarter of 2005 compared to the first quarter of 2005

     In the second quarter of 2005, revenues increased in North America, Asia, including Japan, and Europe compared to the first quarter of 2005. The increase in North America is primarily attributable to higher demand for semiconductors used in storage component, consumer and communications product applications and higher revenues in the Storage Systems segment. The slight increase in Asia, including Japan, is primarily the result of increases in semiconductors used in storage component and communications applications, offset in part by a decrease in revenues for semiconductors used in consumer product applications. The increase in Europe is primarily attributable to increases in semiconductors used in consumer product applications and increases in revenues in the Storage Systems segment. These increases were offset in part by decreases in semiconductors used in storage component and communications applications.

Three and six months ended June 30, 2005 compared to the same periods of 2004

     In the second quarter of 2005, revenues increased in North America, Asia, including Japan, and Europe as compared to the second quarter of 2004. The increase in North America is attributable to increases for semiconductors used in consumer product applications, offset in part by decreases in demand for semiconductors used in storage components and communications product applications and decreases in revenues in the storage systems segment. The increase in Asia, including Japan, is attributable to increased demand for semiconductors used in storage component applications. These increases were offset in part by decreased demand for semiconductors used in communications product applications. The increase in Europe is primarily attributable to increases in semiconductors used in consumer product applications in the semiconductor segment and increased revenues in the Storage Systems segment. These increases were offset in part by

20

decreases for semiconductors used in storage component and communications product applications in the semiconductor segment.

     In the first half of 2005, revenues decreased in North America and Europe and increased in Asia, including Japan, as compared to the same period of 2004. The decrease in North America is primarily attributable to a decrease in demand for semiconductors used in storage component and communications product applications in the semiconductor segment and decreased revenues in the Storage Systems segment. These decreases were offset in part by increases in semiconductors used in consumer product applications in the semiconductor segment. The increase in Asia, including Japan, is a result of a higher demand for semiconductors used in consumer and storage component applications in the semiconductor segment, offset in part by decreased demand for semiconductors used in communications product applications. The decrease in Europe is primarily a result of a decline in revenues in both the Semiconductor and Storage Systems segments.

     Operating costs and expenses. Key elements of the consolidated statements of operations for the respective segments are as follows:

Gross profit margin:

	Three months ended									Six months ended
	June 30, 2005			March 31, 2005			June 30, 2004			June 30, 2005			June 30, 2004
	(in millions)
Semiconductor segment	$	172.9		$	158.4		$	166.5		$	331.3		$	322.7
Percentage of revenues		48	%		46	%		50	%		47	%		48	%
Storage Systems segment	$	38.8		$	31.9		$	42.3		$	70.7		$	87.5
Percentage of revenues		33	%		30	%		38	%		31	%		38	%
Consolidated	$	211.7		$	190.3		$	208.8		$	402.0		$	410.2
Percentage of revenues		44	%		42	%		47	%		43	%		46	%

     Second quarter of 2005 compared to the first quarter of 2005

     The consolidated gross profit margin as a percentage of revenues increased to 44% in the second quarter of 2005 from 42% in the first quarter of 2005. The improvement in gross profit margin was primarily attributable to lower manufacturing variances and inventory charges as compared to the first quarter of 2005.

     Semiconductor segment:

     The gross profit margin as a percentage of revenues for the Semiconductor segment increased to 48% in the second quarter of 2005 from 46% in the first quarter of 2005. The improvement in gross profit margin for the semiconductor segment was primarily attributable to lower manufacturing variances for the Gresham manufacturing facility associated with yield improvements and improved factory utilization. In addition, inventory charges were lower on certain consumer product applications such as DVD products. These improvements in gross profit margins were offset in part by a shift in product mix from higher to lower margin semiconductors used primarily in consumer product applications.

     Storage Systems segment:

     The gross profit margin as a percentage of revenues for the Storage Systems segment increased to 33% in the second quarter of 2005 from 30% in the first quarter of 2005. The increase in gross profit margin reflects a favorable shift in product mix during the second quarter of 2005 as compared to the first quarter of 2005. The improvement in product mix is attributable to the introduction in the second quarter of our new high-end controller product and an increase in sales of controller board products, which have higher margins.

     We expect our consolidated gross profit margin to be in the range of 43% to 44% in the third quarter of 2005.

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     Three and six months ended June 30, 2005 compared to the same periods of 2004

     The consolidated gross profit margin as a percentage of revenues decreased to 44% in the second quarter of 2005 from 47% in the second quarter of 2004. The consolidated gross profit margin as a percentage of revenues decreased to 43% in the first six months of 2005 as compared to 46% in the same period of 2004.

     Semiconductor segment:

     The gross profit margin as a percentage of revenues for the Semiconductor segment decreased to 48% in the second quarter of 2005 from 50% in the second quarter of 2004. The decrease in gross profit margin for the Semiconductor segment was primarily attributable to:

• Lower average selling prices for semiconductors used in consumer product applications and in storage component applications such as hard disk drives and RAID storage adapters; and

• Higher inventory charges in 2005 for consumer product applications such as DVD products.

     The declines in gross profit margins noted above were offset in part by improved operating efficiencies and lower operating costs at the Gresham manufacturing facility as a result of the restructuring actions taken in the second half of 2004.

     The gross profit margin as a percentage of revenues for the Semiconductor segment decreased to 47% in the first six months of 2005 as compared to 48% in the same period of 2004. The decrease in gross profit margin for the Semiconductor segment was primarily attributable to:

• Lower average selling prices for semiconductors used in consumer product applications and in Storage Component applications such as hard disk drives and RAID storage adapters; and

• Higher inventory charges in 2005 for consumer product applications such as DVD products.

     The declines in gross profit margins noted above were offset in part by the following:

• Improved operating efficiencies and lower operating costs at the Gresham manufacturing facility as a result of the restructuring actions taken in the second half of 2004; and

• A favorable shift in product mix for semiconductors used in consumer product applications.

     Storage Systems segment:

     The gross profit margin as a percentage of revenues for the Storage Systems segment decreased to 33% in the second quarter of 2005 from 38% in the second quarter of 2004. The gross profit margin as a percentage of revenues for the Storage Systems segment decreased to 31% in the first six months of 2005 from 38% in the first six months of 2004. The decline in gross profit margin in the Storage Systems segment for both periods is mainly due to changes in product mix reflecting lower sales volumes for some of our higher-end storage system products and lower selling prices for some of our older products. These declines were only partially offset by second quarter 2005 margin improvements from the introduction of our new high-end controller product and increased sales of controller board products.

     Factors that may affect gross profit margins

     We have advanced wafer-manufacturing operations in Gresham, Oregon, which is our primary manufacturing site in our Semiconductor segment. We also own our Storage Systems segment manufacturing facility in Wichita, Kansas. In addition, we acquire wafers from foundries in Taiwan, Japan and China and outsource a portion of our Storage Systems segment

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manufacturing to a facility in Ireland. Utilizing diverse manufacturing locations allows us to better manage potential disruption in the manufacturing process due to economic and geographic risks associated with each location.

     Our operating environment, combined with the resources required to operate in the Semiconductor and Storage Systems industries, requires that we manage a variety of factors. These factors include, among other things:

• Competitive pricing pressures;

• Product mix;

• Factory capacity and utilization;

• Geographic location of manufacturing;

• Manufacturing yields;

• Availability of certain raw materials;

• Implementation of new process technologies;

• Adoption of new industry standards;

• Terms negotiated with third-party subcontractors; and

• Foreign currency fluctuations.

     These and other factors could have a significant effect on our gross profit margin in future periods.

Research and development:

	Three months ended									Six months ended
	June 30, 2005			March 31, 2005			June 30, 2004			June 30, 2005			June 30, 2004
	(in millions)
Semiconductor segment	$	82.7		$	84.1		$	96.1		$	166.8		$	190.9
Percentage of revenues		23	%		24	%		29	%		24	%		28	%
Storage Systems segment	$	17.0		$	15.1		$	14.0		$	32.1		$	28.1
Percentage of revenues		14	%		14	%		12	%		14	%		12	%
Consolidated	$	99.7		$	99.2		$	110.1		$	198.9		$	219.0
Percentage of revenues		21	%		22	%		25	%		21	%		24	%

     Second quarter of 2005 compared to the first quarter of 2005

     Research and development (“R&D”) expenses remained relatively flat in the second quarter of 2005 as compared to the first quarter of 2005 on a consolidated basis. As a percentage of consolidated revenues, R&D expenses declined to 21% from 22% in the first quarter of 2005.

     Semiconductor segment:

     R&D expenses in the Semiconductor segment decreased by $1.4 million or 2% in the second quarter of 2005 as compared to the first quarter of 2005. The decrease in R&D is primarily attributable to lower R&D spending for our internal process technology development. As a percentage of semiconductor segment revenues, R&D expenses decreased to 23% in the second quarter of 2005 from 24% in the first quarter of 2005.

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     We develop advanced sub-micron product technologies. We continued the build-out of the RapidChip Platform ASIC infrastructure in the second quarter of 2005. Products utilizing RapidChip technology combine the high-density, high-performance and proven intellectual property benefits of cell-based ASICs with the advantages of lower development costs and faster time to market. Our customer base for RapidChip technology encompasses a range from small start-up companies to major system OEMs throughout all of our geographic markets. Design wins and product shipments for RapidChip platform products continued to increase in the second quarter of 2005.

     Storage Systems segment:

     R&D expenses in the Storage Systems segment increased $1.9 million or 13% in the second quarter of 2005 as compared to the first quarter of 2005. The increase is primarily due to additional spending for OEM product development and the development of products in the low to medium pricing bands. As a percentage of Storage Systems revenues, R&D expenses were flat at 14% between the first and second quarters of 2005.

     Three and six months ended June 30, 2005 compared to the same periods of 2004

     R&D expenses, on a consolidated basis, decreased $10.4 million or 9% during the second quarter of 2005 as compared to the second quarter of 2004. R&D expenses for the first six months of 2005 decreased by $20.1 million or 9% as compared to the same period of 2004.

     Semiconductor segment:

     R&D expenses for the Semiconductor segment decreased $13.4 million or 14% in the second quarter of 2005 and $24.1 million or 13% for the first six months of 2005 as compared to the same periods of 2004. The decrease in R&D expenses for the Semiconductor segment is primarily a result of cost-cutting measures implemented as part of the restructuring actions taken during 2004, including lower compensation-related expenses as well as lower equipment and software expenses. In addition, we spent less on design engineering programs during the first half of 2005 as compared to the same period of 2004.

     Storage Systems segment:

     R&D expenses for the Storage Systems segment increased by $3.0 million or 21% in the second quarter of 2005 and $4.0 million or 14% in the first six months of 2005 as compared to the same periods of 2004. R&D expenses as a percentage of Storage Systems segment revenues for the three and six months ended June 30, 2005 increased to 14% from 12% for the same periods in 2004. As noted above, these increases are primarily due to additional spending in 2005 for OEM product development and the development of products in the low to medium pricing bands.

     Selling, general and administrative:

	Three months ended									Six months ended
	June 30, 2005			March 31, 2005			June 30, 2004			June 30, 2005			June 30, 2004
	(in millions)
Semiconductor segment	$	42.9		$	41.8		$	45.2		$	84.7		$	89.1
Percentage of revenue		12	%		12	%		13	%		12	%		13	%
Storage Systems segment	$	17.0		$	16.3		$	18.6		$	33.3		$	35.9
Percentage of revenue		14	%		15	%		17	%		15	%		16	%
Consolidated	$	59.9		$	58.1		$	63.8		$	118.0		$	125.0
Percentage of revenue		12	%		13	%		14	%		13	%		14	%

     Second quarter of 2005 compared to the first quarter of 2005

     Selling, general and administrative (“SG&A”) expenses increased $1.8 million or 3% during the second quarter of 2005 from the first quarter of 2005 on a consolidated basis.

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     Semiconductor segment:

     SG&A expenses for the Semiconductor segment increased $1.1 million or 3% in the second quarter of 2005 as compared to the first quarter of 2005. The increase is due to higher compensation-related expenditures that are based upon performance metrics.

     Storage Systems segment:

     SG&A expenses for the Storage Systems segment increased $0.7 million or 4% in the second quarter of 2005 as compared to the first quarter of 2005. The increase is primarily a result of an increase in headcount related expenses, including sales commissions that increased as a result of higher revenues in the second quarter as compared to the first quarter of 2005 and an increase in sales and marketing expenses associated with the introduction of our new high-end controller product in the second quarter of 2005.

     Three and six months ended June 30, 2005 compared to the same periods of 2004

     Consolidated SG&A expenses decreased $3.9 million or 6% during the second quarter of 2005 and $7.0 million or 6% during the first six months of 2005 as compared to the same periods of 2004.

     Semiconductor segment:

     SG&A expenses for the Semiconductor segment decreased $2.3 million or 5% for the second quarter of 2005 and $4.4 million or 5% for the first six months of 2005, as compared to the same periods of 2004. The decrease in the Semiconductor segment was primarily attributable to benefits from the cost-cutting measures implemented as part of the restructuring actions taken during 2004, including lower compensation-related expenses and benefits from the consolidation of our non-manufacturing facilities. These decreases were offset in part by higher expenses from commissions for sales representatives.

     Storage Systems segment:

     SG&A expenses for the Storage Systems segment decreased by $1.6 million or 9% in the second quarter of 2005 and $2.6 million or 7% in the first six months of 2005 as compared to the same periods of 2004. The decrease in SG&A expenses from the second quarter of 2005 as compared to the second quarter of 2004 is primarily related to spending in 2004 for Engenio’s proposed initial public offering and separation that was not present in 2005.

     The decrease in SG&A expenses from the first six months of 2005 to the first six months of 2004 is primarily the result of spending in 2004 related to Engenio’s proposed initial public offering, separation from LSI and the set-up of experience centers that were not present in 2005. The decrease was also related to lower compensation-related expenses that are based upon performance metrics for selling and marketing personnel.

     Restructuring of operations and other items: We recorded charges of $7.2 million and $8.7 million in restructuring of operations and other items for the three and six months ended June 30, 2005, respectively, primarily in the Semiconductor segment. We recorded charges of $3.0 million and $2.4 million in restructuring of operations and other items for the three and six months ended June 30, 2004, respectively. For a complete discussion of the 2004 restructuring actions, please refer to our Annual Report on Form 10-K for the fiscal year 2004.

Restructuring and impairment of long-lived assets:

First quarter of 2005:

     We recorded an expense of $0.8 million for the write-down of purchased software that will not be used. An expense of $0.3 million was recorded to reflect the change in time value of accruals for facility lease termination costs, net of adjustments for changes in sublease assumptions for certain previously accrued facility lease termination costs. Additional non-manufacturing facilities were consolidated during the first quarter of 2005 and an expense of $0.4 million was recorded as the leased facilities ceased being used.

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Second quarter of 2005:

     We recorded restructuring expenses of approximately $1.7 million including the following items. An expense of $0.4 million for the write-down of equipment held for sale to reflect a decline in fair market values. An expense of $0.4 million was recorded to reflect the change in time value of accruals for facility lease termination costs. An additional non-manufacturing facility was consolidated during the second quarter of 2005 and an expense of $0.3 million was recorded as the leased facility ceased being used. An expense of $0.2 million was recorded for severance and termination benefits for 10 employees. An expense of $0.4 million was recorded for facility closure costs related to the Colorado fabrication facility as the expenses were incurred.

     Assets held for sale of $7 million and $11 million were included as a component of prepaid expenses and other current assets as of June 30, 2005, and December 31, 2004, respectively. Assets classified as held for sale are not depreciated. The fair values of impaired equipment and facilities were researched and estimated by management. Given that current market conditions for the sale of older fabrication facilities and related equipment may fluctuate, there can be no assurance that we will realize the current net carrying value of the assets held for sale. We reassess the realizability of the carrying value of these assets at the end of each quarter until the assets are sold or otherwise disposed of and additional adjustments may be necessary. We are making appropriate efforts to sell assets held for sale within the next twelve months.

     The following table sets forth our restructuring reserves as of and June 30, 2005, which are included in other accrued liabilities on the balance sheet:

						Utilized										Balance
	Balance at		Restructuring			during			Balance at		Restructuring		Utilized			at
	December		Expense			Q1,			March 31,		Expense		during			June 30,
(In thousands)	31, 2004		Q1, 2005			2005			2005		Q2, 2005		Q2, 2005			2005
Write-down of excess assets and decommissioning costs (a)	$	1,207	$	796		$	(1,271	)	$	732	$	429	$	(451	)	$	710
Lease terminations (b)		20,065		738			(2,691	)		18,112		727		(2,674	)		16,165
Facility closure and other exit costs (c)		543		—			(476	)		67		404		(462	)		9
Payments to employees for severance (d)		7,408		(1	)		(4,250	)		3,157		160		(1,850	)		1,467
Total	$	29,223	$	1,533		$	(8,688	)	$	22,068	$	1,720	$	(5,437	)	$	18,351

(a)	The amounts utilized in 2005 reflect $1.2 million of non-cash write-downs of long-lived assets in the U.S. due to impairment and $0.5 million in cash payments to decommission and sell assets. The write-downs of long-lived assets were accounted for as a reduction of the assets and did not result in a liability. The $0.7 million balance as of June 30, 2005, relates to machinery and equipment decommissioning costs in the U.S. and estimates for selling costs for assets held for sale that is expected to be utilized during 2005.
(b)	Amounts utilized represent cash payments. The balance remaining for real estate lease terminations will be paid during the remaining terms of these contracts, which extend through 2011.
(c)	Amounts utilized represent cash payments. The balance remaining for facility closure and other exit costs will be paid during 2005.
(d)	Amounts utilized represent cash severance payments to 123 employees during the six months ended June 30, 2005. The balance remaining for severance is expected to be paid by the end of 2005.

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Other Items:

     On May 23, 2005, Wilfred J. Corrigan’s status as an employee of LSI ceased and in connection with this event, we recorded a charge of $5.3 million. The amount was paid to Mr. Corrigan in the second quarter of 2005 and was made in accordance with Mr. Corrigan’s employment agreement dated September 20, 2001.

     Amortization of non-cash deferred stock compensation: Amortization of non-cash deferred stock compensation was $1.2 million for the three months ended June 30, 2005, $1.5 million for the three months ended March 31, 2005 and $2.0 million for the three months ended June 30, 2004. For the six months ended June 30, 2005 and 2004, the amortization of non-cash deferred stock compensation was $2.7 million and $3.8 million, respectively. The acquisitions for which deferred stock compensation and related amortization were recorded consisted primarily of the Accerant transaction in the second quarter of 2004, the Velio transaction in the first quarter of 2004, an acquisition in the fourth quarter of 2002, the acquisition of C-Cube and the RAID business from AMI in 2001 and the acquisition of DataPath in 2000. We have also recorded non-cash deferred stock compensation for restricted common shares issued to our employees, Engenio employees and the non-employee directors of Engenio. We amortize deferred stock compensation ratably over the related vesting periods. Deferred stock compensation is adjusted to reflect forfeitures prior to vesting. At June 30, 2005, the deferred stock compensation that remained was $10.6 million, and is expected to be amortized over the next four years.

     Amortization of intangibles: Amortization of intangible assets was $17.6 million in both the first and second quarters of 2005.

     Amortization of intangible assets for the second quarter of 2005 decreased by $1.8 million from $19.4 million for the same period in 2004. For the six months ended June 30, 2005 and 2004, amortization of intangible assets was $35.2 million and $37.7 million, respectively. Amortization decreased as a result of the write-down during the fourth quarter of 2004 and certain intangible assets becoming fully amortized, offset by amortization of intangible assets acquired during the first and second quarters of 2004. As of June 30, 2005, we had approximately $73.2 million of intangible assets, net of accumulated amortization that will continue to amortize.

     Interest expense: Interest expense decreased slightly to $6.3 million in the second quarter of 2005 from $6.7 million in the first quarter of 2005 due to the repurchase of $149.7 million of the 2001 Convertible Notes during the second quarter of 2005. Interest expense increased slightly in the second quarter of 2005 from $6.1 million during the same period in 2004. Interest expense increased by $1.0 million to $13.0 million in the first six months of 2005 from $12.0 million in the same period of 2004. The increase is due to the amortization of the deferred gain on the previously terminated interest rate swaps using the effective interest method, offset in part by a decrease in interest expense due to the repurchase of $68.5 million of Convertible Notes during the third quarter of 2004 and the additional repurchase during the second quarter of 2005 discussed above.

     Interest income and other, net: Interest income and other, net, was $11.5 million in the second quarter of 2005 as compared to $5.4 million in the first quarter of 2005. Interest income decreased to $5.5 million in the second quarter of 2005 from $6.1 million in the first quarter of 2005. The decrease in interest income is mainly due to lower average cash balances during the second quarter. Other income, net of $6.0 million in the second quarter of 2005 included a pre-tax gain of $4.1 million on the repurchase of the 2001 Convertible Notes (see Note 6 of the Notes), a pre-tax gain of $2.4 million on certain marketable available-for-sale equity securities (see Note 4 of the Notes) and other miscellaneous items that net to an expense of $0.5 million.

     Interest income and other, net was higher in the second quarter of 2005 by $2.7 million compared to $8.8 million in the second quarter of 2004. Interest income was higher in the second quarter of 2005 by $2.0 million compared to $3.5 million in the second quarter of 2004 due to higher returns on our short-term investments. Other income, net of $5.3 million in the second quarter of 2004 included a pre-tax gain of $5.1 million on sales of certain marketable available-for-sale equity securities for the three months ended June 30, 2004, and other miscellaneous items.

     Interest income and other, net decreased to $16.9 million during the first six months of 2005 from $17.9 million in the same period of 2004. Interest income increased by $2.7 million to $11.6 million during the first six months of 2005 from $8.9 million in the same period of 2004. The increase in interest income is mainly due to higher returns on our short-term investments. Other income, net of $5.3 million in the first six months of 2005 included a pre-tax gain of $4.1 million on the repurchase of the 2001 Convertible Notes, a pre-tax gain of $2.9 million on sales of certain marketable available-for-sale equity securities in the second quarter of 2005 and other miscellaneous expense items. Other income, net of $9.0 million in

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the first six months of 2004 included a pre-tax gain of $3.0 million associated with our investment in marketable available-for-sale equity securities of a certain technology company that was acquired by another publicly traded technology company during the first quarter of 2004, a pre-tax gain of $5.1 million on sales of certain marketable available-for-sale equity securities in the second quarter of 2004 and other miscellaneous items.

     Provision for income taxes: During the three and six months ended June 30, 2005 we recorded an income tax expense of $6.25 million and $12.5 million respectively. For the three and six months ended June 30, 2004, we recorded an income tax expense of $6 million and $12 million, respectively. The expense primarily relates to foreign income taxes. Excluding certain foreign jurisdictions, the future benefit of temporary differences, including operating losses, is not being recognized.

FINANCIAL CONDITION, CAPITAL RESOURCES AND LIQUIDITY

     Cash, cash equivalents and short-term investments decreased to $782.0 million at June 30, 2005, from $814.6 million at December 31, 2004. As described below, the decrease is mainly due to net cash inflows from operating and investing activities and net cash outflows from financing activities.

     Working capital. Working capital decreased by $49.9 million to $919.1 million at June 30, 2005, from $969.0 million at December 31, 2004. Working capital for the six months ended June 30, 2005 was impacted by the following activities:

•	Inventories decreased by $33.2 million to $185.7 million as of June 30, 2005, from $218.9 million as of December 31, 2004. The decline in inventory levels reflects our continued focus on supply chain management.
•	Cash, cash equivalents and short-term investments decreased by $32.6 million.
•	Income taxes payable increased by $9.5 million due to the timing of tax payments made and the income tax provision recorded in the first six months of 2005.
•	Accrued salaries, wages and benefits increased by $6.6 million primarily due to the timing differences in payment of salaries, benefits and performance based compensation.
The decrease in working capital was offset, in part, by the following:
•	Other accrued liabilities decreased by $16.6 million primarily due to a decrease of $10.9 million in restructuring reserves mainly for payments for severance and previously exited leases and a consumption tax payment of approximately $7.8 million in the first quarter of 2005.
•	Accounts receivable increased by $12.8 million. The increase is mainly attributable to higher revenues in the second quarter of 2005 as compared to the fourth quarter of 2004 and the timing of sales in the last month of the second quarter of 2005 as compared to the last month of the fourth quarter of 2004.
•	Prepaid expenses and other current assets increased by $1.2 million primary attributable to $4.7 million increase in prepaid software maintenance and other miscellaneous items, offset in part by $3.5 million decrease in assets held for sale due to sales and retirements (see note 3 of the Notes).
•	Accounts payable decreased by $1.1 million primarily due to the timing of invoice receipt and payments.

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     Cash and cash equivalents generated from operating activities. During the six months ended June 30, 2005, we generated $119.1 million of net cash and cash equivalents from operating activities compared to $38.2 million generated in the same period of 2004. Cash and cash equivalents generated by operating activities for the six months ended June 30, 2005, were the result of the following:

• Income (before depreciation and amortization, non-cash restructuring and other items, amortization of non-cash deferred stock compensation, gain on sale and exchange of equity securities, and gain on repurchase of convertible subordinated notes). The non-cash items and other non-operating adjustments are quantified in our Consolidated Statements of Cash Flows included in this Form 10-Q; and

• A net increase from assets and liabilities, net of assets acquired and liabilities assumed in business combinations including changes in working capital components from December 31, 2004 to June 30, 2005, as discussed above.

     Cash and cash equivalents provided by/(used in) investing activities. Cash and cash equivalents provided by investing activities were $16.0 million for the six months ended June 30, 2005, compared to $118.8 million used in investing activities in the same period in 2004. The investing activities during the six months ended June 30, 2005 were as follows:

• Purchases of debt and equity securities available for sale, net of sales and maturities;

• Purchases of property, equipment and software;

• Proceeds from the sale of property and equipment; and

• Receipt of an income tax refund for pre-acquisition tax matters associated with C-Cube Microsystems Inc. (we acquired C-Cube Microsystems in May 2001).

     We expect capital expenditures to be approximately $60 million in 2005. In recent years we have reduced our level of capital expenditures as a result of our focus on establishing strategic supplier alliances with foundry semiconductor manufacturers, which enables us to have access to advanced manufacturing capacity, and reduces our capital spending requirements.

     Cash and cash equivalents (used in)/provided by financing activities. Cash and cash equivalents used in financing activities during the six months ended June 30, 2005, were $135.4 million as compared to $10.1 million provided by financing activities in the same period in 2004. The primary financing activities during the six months ended June 30, 2005 were as follows:

• The repurchase of a portion of the Convertible Notes due in 2006;

• The issuance of common stock under our employee stock option and purchase plans; and

• The repayment of debt obligations.

     We may seek additional equity or debt financing from time to time. We believe that our existing liquid resources and funds generated from operations, combined with funds from such financing and our ability to borrow funds, will be adequate to meet our operating and capital requirements and obligations for the foreseeable future. However, we cannot be certain that additional financing will be available on favorable terms. Moreover, any future equity or convertible debt financing will decrease the percentage of equity ownership of existing stockholders and may result in dilution, depending on the price at which the equity is sold or the debt is converted.

Contractual Obligations

     The following table summarizes our contractual obligations at June 30, 2005, and the effect these obligations are expected to have on our liquidity and cash flow in future periods.

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	Payments due by period
							After 5
Contractual Obligations	Less than 1 year		1 — 3 years		4 — 5 years		years		Total
	(in millions)
Convertible Subordinated Notes	$	—	$	271.8	$	350.0	$	—	$	621.8
Operating lease obligations		62.4		61.5		36.7		28.5		189.1
Purchase commitments		278.3		11.6		1.5		—		291.4
Total	$	340.7	$	344.9	$	388.2	$	28.5	$	1,102.3

     Convertible Subordinated Notes

     As of June 30, 2005, we had $272 million of Convertible Subordinated Notes due in November 2006 (“2001 Convertible Notes”) and $350 million of Convertible Subordinated Notes due in May 2010 (“2003 Convertible Notes”). All of the Convertible Notes are subordinated to all existing and future senior debt and are convertible at the holder’s option, at any time prior to the maturity date of the Convertible Notes, into shares of our common stock. The 2001 and 2003 Convertible Notes have conversion prices of approximately $26.34 per share and $13.42 per share, respectively. The 2001 Convertible Notes are redeemable at our option, in whole or in part, on at least 30 days notice at any time on or after the call date, which is two years before the due date. We cannot elect to redeem the 2003 Convertible Notes prior to maturity. Each holder of the 2001 and 2003 Convertible Notes has the right to cause us to repurchase all of such holder’s convertible notes at 100% of their principal amount plus accrued interest upon the occurrence of any fundamental change to us, which includes a transaction or event such as an exchange offer, liquidation, tender offer, consolidation, merger or combination. Interest is payable semiannually.

     Fluctuations in our stock price impact the prices of our outstanding convertible securities and the likelihood of the convertible securities being converted into cash or equity. If we are required to redeem any of the Convertible Notes for cash, it may affect our liquidity position. In the event they do not convert to equity, we believe that our current cash position and expected future operating cash flows will be adequate to meet these obligations as they mature. From time to time, we redeem or repurchase Convertible Notes.

     Operating Lease Obligations

     We lease real estate, certain non-manufacturing equipment and software under non-cancelable operating leases.

     Purchase Commitments

     We maintain certain purchase commitments, primarily for raw materials, with suppliers and for some non-production items. Purchase commitments for inventory materials are generally restricted to a forecasted time-horizon as mutually agreed upon between the parties. This forecasted time-horizon can vary among our different suppliers.

Critical Accounting Policies

     The discussion and analysis of our financial condition and results of operations are based on the consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires estimates and assumptions that affect the reported amounts and disclosures. For a detailed discussion of our critical accounting policies, please see the Critical Accounting Policies contained in Part II, Item 7 of the Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2004.

     We monitor the recoverability of goodwill recorded in connection with acquisitions annually, or sooner if events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment, if any, would be determined in accordance with SFAS No. 142, which uses a fair value model for determining the carrying value of goodwill. We plan to perform our next annual impairment review in the fourth quarter of 2005.

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Recent Accounting Pronouncements

     The information contained in Item 1 in Note 1 of the Notes under the heading “Recent Accounting Pronouncements” is hereby incorporated by reference into this Item 2.

FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS

     You are advised to keep the following risk factors, as well as other risk factors mentioned in this report, in mind when you read “forward-looking” statements contained in this Form 10-Q and in the documents incorporated herein by reference. These are statements that relate to our expectations for future events and time periods. Generally, the words, “anticipate,” “expect,” “intend” and similar expressions identify forward-looking statements. Forward-looking statements involve risks and uncertainties, and actual results could differ materially from those anticipated in the forward-looking statements.

     We believe that our future operating results will continue to be subject to quarterly variations based upon a wide variety of factors. Our actual results in future periods may be significantly different from any future performance suggested in this report. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. While management believes that the discussion and analysis in this report is adequate for a fair presentation of the information, we recommend that you read this discussion and analysis in conjunction with the Annual Report on Form 10-K. Risks and uncertainties that may affect our results include, among others:

     A general economic weakness may reduce our revenues. The semiconductor industry is cyclical in nature and is characterized by wide fluctuations in product supply and demand. In addition, our results of operations are dependent on the global economy. Any geopolitical factors such as terrorist activities, armed conflict or global health conditions, which adversely affect the global economy, may adversely impact our operating results and financial condition. In addition, goodwill and other long-lived assets could be impacted by a further decline in revenues because impairment is measured based upon estimates of future cash flows. These estimates include assumptions about future conditions within our company and industry.

     We operate in highly competitive markets. The Semiconductor and Storage Systems segments in which we conduct business are characterized by rapid technological change, short product cycles and evolving industry standards. We believe our future success depends, in part, on our ability to improve on existing technologies and to develop and implement new ones in order to continue to reduce semiconductor chip size and improve product performance and manufacturing yields. We must also be able to adopt and implement emerging industry standards in a timely manner and to adapt products and processes to technological changes. If we are not able to implement new process technologies successfully or to achieve volume production of new products at acceptable yields, our operating results and financial condition may be adversely impacted.

     Our competitors include many large domestic and foreign companies that have substantially greater financial, technical and management resources than we do. Several major diversified electronics companies offer ASIC products and/or other standard products that are competitive with our product lines. Other competitors are specialized, rapidly growing companies that sell products into the same markets that we target. Some of our large customers may develop internal design and production capabilities to manufacture their own products, thereby displacing our products. There is no assurance that the price and performance of our products will be superior relative to the products of our competitors. As a result, we may experience a loss of competitive position that could result in lower prices, fewer customer orders, reduced revenues, reduced gross profit margins and loss of market share.

     We are dependent on a limited number of customers. Our concentrated customer base accounts for a substantial portion of our revenues. For the six months ended June 30, 2005, IBM and Seagate represented 14% and 11% of our total consolidated revenues, respectively.

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     Our operating results and financial condition could be significantly affected if:

     — we do not win new product designs from major existing customers;

     — major customers reduce or cancel their existing business with us;

     — major customers make significant changes in scheduled deliveries; or

     — there are declines in the prices of products that we sell to these customers.

     Our new products may not achieve market acceptance. We introduce many new products each year. We must continue to develop and introduce new products that compete effectively on the basis of price and performance and that satisfy customer requirements. We continue to emphasize engineering development and acquisition of CoreWare building blocks and integration of our CoreWare libraries into our design capabilities. Our cores and standard products are intended to be based upon industry standard functions, interfaces, and protocols so that they are useful in a wide variety of systems applications. Development of new products and cores often requires long-term forecasting of market trends, development and implementation of new or changing technologies and a substantial capital commitment. We cannot provide assurance that the cores or standard products that we select for investment of our financial and engineering resources will be developed or acquired in a timely manner or will enjoy market acceptance.

     The manufacturing facilities we operate are highly complex and require high fixed costs. Our wafer fabrication site is located in Gresham, Oregon. In addition, we own our Storage Systems segment manufacturing facility in Wichita, Kansas. The manufacture and introduction of our products is a complicated process. We continually strive to implement the latest process technologies and manufacture products in a clean and tightly controlled environment. We confront challenges in the manufacturing process that require us to:

     — maintain a competitive manufacturing cost structure;

     — implement the latest process technologies required to manufacture new products;

     — exercise stringent quality control measures to ensure high yields;

     — effectively manage the subcontractors engaged in the wafer fabrication, test and assembly of products; and

     — update equipment and facilities as required for leading edge production capabilities.

     We outsource a substantial portion of wafers manufactured. We have consolidated our internal semiconductor manufacturing in Gresham, Oregon. We have developed outsourcing arrangements for the manufacture of some of our products based on process technology that is unique to the supplier. There is no assurance that the third party manufacturer will be able to produce and deliver wafers that meet our specifications or that our supplier will be able to successfully provide the process technology. If the third party is not able to deliver products and process technology on a timely and reliable basis, our results of operations could be adversely affected.

     We have capital requirements to maintain and grow our business. We continue to make investments in our facilities and capital equipment, and, as a result, our fixed costs for manufacturing are high. We also seek to obtain access to advanced manufacturing capacities through strategic supplier alliances with wafer foundries. In general, we seek to optimally allocate the manufacture of our products between our facilities and those of our foundry suppliers. Nonetheless, a high level of capital expenditures in our facilities results in relatively high fixed costs. If demand for our products does not absorb the available capacity, the fixed costs and operating expenses related to our production capacity could have a material adverse impact on our operating results and financial condition.

     We finance our capital expenditure needs from operating cash flows, bank financing and capital market financing. As of June 30, 2005, we had convertible notes outstanding of approximately $622 million. We may need to seek additional equity or debt financing from time to time and cannot be certain that additional financing will be available on favorable terms. Moreover, any future equity or equity-linked financing may dilute the equity ownership of existing stockholders.

     We are exposed to fluctuations in foreign currency exchange rates. We have some exposure to fluctuations in foreign currency exchange rates. We have international subsidiaries and distributors that operate and sell our products globally. We routinely hedge these exposures in an effort to minimize the impact of currency fluctuations. However, we may still be adversely affected by changes in foreign currency exchange rates or declining economic conditions in these countries.

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     We procure parts and raw materials from limited domestic and foreign sources. We do not maintain an extensive inventory of parts and materials for manufacturing. We purchase a portion of our requirements for parts and raw materials from a limited number of sources, primarily from suppliers in Japan and their U.S. subsidiaries, and we obtain other material inputs on a local basis. There is no assurance that, if we have difficulty in obtaining parts or materials in the future, alternative suppliers will be available, or that these suppliers will provide parts and materials in a timely manner or on favorable terms. As a result, we may be adversely affected by delays in product shipments. If we cannot obtain adequate materials for manufacture of our products or if such materials are not available at reasonable prices, there could be a material adverse impact on our operating results and financial condition.

     We utilize indirect channels of distribution over which we have limited control. Our financial results could be adversely affected if our relationship with resellers or distributors were to deteriorate or if the financial condition of these resellers or distributors were to decline. In addition, as our business grows, we may have an increased reliance on indirect channels of distribution. There can be no assurance that we will be successful in maintaining or expanding these indirect channels of distribution. This could result in the loss of certain sales opportunities. Furthermore, the partial reliance on indirect channels of distribution may reduce our visibility with respect to future business, thereby making it more difficult to accurately forecast orders.

     Our operations are affected by cyclical fluctuations. The Semiconductor and Storage Systems segments in which we compete are subject to cyclical fluctuations in demand. The Semiconductor industry has in the past experienced periods of rapid expansion of production capacity followed by periods of significant downturn. Even when the demand for our products remains constant, the availability of additional excess production capacity in the industry creates competitive pressure that can degrade pricing levels, which can reduce revenues. Furthermore, customers who benefit from shorter lead times may defer some purchases to future periods, which could adversely affect revenues in the short term. As a result, we may experience downturns or fluctuations in demand for our products and experience adverse effects on our operating results and financial condition.

     We engage in acquisitions and alliances giving rise to economic and technological risks. We are continually exploring strategic acquisitions that build upon our existing library of intellectual property, human capital and engineering talent, and increase our leadership position in the markets where we operate. We did not complete any material acquisitions or alliances in the first half of 2005. We completed two acquisitions in 2004. Mergers and acquisitions of high-technology companies bear inherent risks. No assurance can be given that our previous or future acquisitions will be successful and will not materially adversely affect our business, operating results or financial condition. We must manage any growth effectively. Failure to manage growth effectively and to integrate acquisitions could adversely affect our operating results and financial condition.

     In addition, we intend to continue to make investments in companies, products and technologies through strategic alliances. Investment activities often involve risks, including the need to acquire timely access to needed capital for investments related to alliances and to invest in companies and technologies that contribute to the growth of our business.

     The price of our securities may be subject to wide fluctuations. Our stock has experienced substantial price volatility, particularly as a result of quarterly variations in results, the published expectations of analysts and announcements by our competitors and us. In addition, the stock market has experienced price and volume fluctuations that have affected the market price of many technology companies and that have often been unrelated to the operating performance of such companies. The price of our securities may also be affected by general global, economic and market conditions. While we cannot predict the individual effect that these and other factors may have on the price of our securities, these factors, either individually or in the aggregate, could result in significant variations in price during any given period of time. These fluctuations in our stock price also impact the price of our outstanding convertible securities and the likelihood of the convertible securities being converted into cash or equity. If our stock price is below the conversion price of our convertible bonds on the date of maturity, they may not convert into equity and we may be required to redeem the convertible securities for cash. However, in the event they do not convert to equity, we believe that our current cash position and expected future operating cash flows will be adequate to meet these obligations as they mature.

     We may rely on capital and bank markets to provide liquidity. In order to finance strategic acquisitions, capital assets needed in our manufacturing facilities and other general corporate needs, we may rely on capital and bank markets to provide liquidity. Historically, we have been able to access capital and bank markets, but this does not necessarily guarantee that we will be able to access these markets in the future or at terms that are acceptable to us. The availability of capital in these

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markets is affected by several factors, including geopolitical risk, the interest rate environment and the condition of the economy as a whole. In addition, our own operating performance, capital structure and expected future performance impact our ability to raise capital. We believe that our current cash, cash equivalents, short-term investments and future cash provided by operations will be sufficient to fund our needs in the foreseeable future. This includes repaying our existing convertible debt when due. However, if our operating performance falls below expectations, we may need additional funds.

     We design and develop highly complex cell-based ASICs. As technology advances to 0.13 micron and smaller geometries, there are increases in the complexity, time and expense associated with the design, development and manufacture of ASICs. We must incur substantial research and development costs to confirm the technical feasibility and commercial viability of any ASIC products that in the end may not be successful. Therefore, we cannot guarantee that any new ASIC products will result in market acceptance.

     Our global operations expose us to numerous international business risks. We have substantial business activities in Asia and Europe. Both manufacturing and sales of our products may be adversely impacted by changes in political and economic conditions abroad. A change in the current tax laws, tariff structures, export laws, regulatory requirements or trade policies in either the United States or foreign countries could adversely impact our ability to manufacture or sell our products in foreign markets. Moreover, a significant decrease in sales by our customers to end users in either Asia or Europe could result in a decline in orders.

     We subcontract wafer manufacturing, test and assembly functions to independent companies located in Asia. A reduction in the number or capacity of qualified subcontractors or a substantial increase in pricing could cause longer lead times, delays in the delivery of products to customers or increased costs.

     The high technology industry in which we operate is prone to intellectual property litigation. Our success is dependent in part on our technology and other proprietary rights, and we believe that there is value in the protection afforded by our patents, copyright rights and trademarks. We have a program whereby we actively protect our intellectual property by acquiring patent and other intellectual property rights. However, the industry is characterized by rapidly changing technology and our future success depends primarily on the technical competence and creative skills of our personnel.

     As is typical in the high technology industry, from time to time we have received communications from other parties asserting that certain of our products, processes, technologies or information infringe upon their patent rights, copyrights, trademark rights or other intellectual property rights. We regularly evaluate such assertions. In light of industry practice, we believe, with respect to existing or future claims that any licenses or other rights that may be necessary may generally be obtained on commercially reasonable terms. Nevertheless, there is no assurance that licenses will be obtainable on acceptable terms or that a claim will not result in litigation or other administrative proceedings. Resolution of whether our product or intellectual property has infringed on valid rights held by others could have a material adverse effect on our financial position or results of operations and may require material changes in production processes and products.

     See “Legal Matters” in Note 11 (“Legal Matters”) of the Notes regarding current patent litigation.

     Our manufacturing facilities are subject to disruption. Operations at any of our primary manufacturing facilities may be disrupted for reasons beyond our control, including work stoppages, fire, earthquake, tornado, floods or other natural disasters, which could have a material adverse effect on our financial position or results of operation.

     We depend on independent foundry subcontractors to manufacture a portion of our current products, and any failure to secure and maintain sufficient foundry capacity could materially and adversely affect our business. Outside foundry subcontractors, located in Asia, manufacture a portion of our semiconductor devices in current production. Availability of foundry capacity has in the recent past been reduced due to strong demand. In addition, the occurrence of a public health emergency could further affect the production capabilities of our manufacturers by resulting in quarantines or closures. If we are unable to secure sufficient capacity at our existing foundries, or in the event of a quarantine or closure at any of these foundries, our revenues, cost of revenues and results of operations would be negatively impacted. If any of our foundries experiences a shortage in capacity, or suffers any damage to its facilities due to earthquakes or other natural disasters, experiences power outages, encounters financial difficulties or any other disruption of foundry capacity, we may need to qualify an alternative foundry in a timely manner. Even our current foundries need to have new manufacturing processes qualified if there is a disruption in an existing process. We typically require several months to qualify a new foundry or

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process before we can begin shipping products from it. If we cannot accomplish this qualification in a timely manner, we may experience a significant interruption in supply of the affected products.

     Because we rely on outside foundries with limited capacity, we face several significant risks, including:

• a lack of guaranteed wafer supply and potential wafer shortages and higher wafer prices;

• limited control over delivery schedules, quality assurance, manufacturing yields and production costs; and

• the unavailability of, or potential delays in obtaining access to, key process technologies.

     In addition, the manufacture of integrated circuits is a highly complex and technologically demanding process. Although we work closely with our foundries to minimize the likelihood of reduced manufacturing yields, our foundries have from time to time experienced lower than anticipated manufacturing yields. This often occurs during the production of new products or the installation and start-up of new process technologies. Poor yields from our foundries could result in product shortages or delays in product shipments, which could seriously harm our relationships with our customers and materially and adversely affect our results of operations.

     The ability of each foundry to provide us with semiconductor devices is limited by its available capacity and existing obligations. Although we have entered into contractual commitments to supply specified levels of products to some of our customers, we do not have a long-term volume purchase agreement or a significant guaranteed level of production capacity with any of our foundries. Foundry capacity may not be available when we need it or at reasonable prices. Availability of foundry capacity has in the recent past been reduced from time to time due to strong demand. We place our orders on the basis of our customers’ purchase orders or our forecast of customer demand, and the foundries can allocate capacity to the production of other companies’ products and reduce deliveries to us on short notice. It is possible that foundry customers that are larger and better financed than we are, or that have long-term agreements with our main foundries, may induce our foundries to reallocate capacity to them. This reallocation could impair our ability to secure the supply of components that we need. Although we use a number of independent foundries to manufacture our semiconductor products, most of our components are not manufactured at more than one foundry at any given time, and our products typically are designed to be manufactured in a specific process at only one of these foundries. Accordingly, if one of our foundries is unable to provide us with components as needed, we could experience significant delays in securing sufficient supplies of those components. Also, our third party foundries typically migrate capacity to newer, state-of-the-art manufacturing processes on a regular basis, which may create capacity shortages for our products designed to be manufactured on an older process. We cannot assure you that any of our existing or new foundries will be able to produce integrated circuits with acceptable manufacturing yields, or that our foundries will be able to deliver enough semiconductor devices to us on a timely basis, or at reasonable prices. These and other related factors could impair our ability to meet our customers’ needs and have a material and adverse effect on our operating results.

     Although we may utilize new foundries for other products in the future, in using new foundries we will be subject to all of the risks described in the foregoing paragraphs with respect to our current foundries.

     We depend on third-party subcontractors to assemble, obtain packaging materials for, and test substantially all of our current products. If we lose the services of any of our subcontractors or if these subcontractors are unable to attain sufficient packaging materials, shipments of our products may be disrupted, which could harm our customer relationships and adversely affect our net sales. Third-party subcontractors located in Asia assemble, obtain packaging materials for, and test substantially all of our current products. Because we rely on third-party subcontractors to perform these functions, we cannot directly control our product delivery schedules and quality assurance. This lack of control has in the past resulted, and could in the future result, in product shortages or quality assurance problems that could delay shipments of our products or increase our manufacturing, assembly or testing costs.

     If our third-party subcontractors are unable to obtain sufficient packaging materials for our products in a timely manner, we may experience a significant product shortage or delay in product shipments, which could seriously harm our customer relationships and materially and adversely affect our net sales. If any of these subcontractors experiences capacity constraints or financial difficulties, suffers any damage to its facilities, experiences power outages or any other disruption of assembly or testing capacity, we may not be able to obtain alternative assembly and testing services in a timely manner. Due to the amount of time that it usually takes us to qualify assemblers and testers, we could experience significant delays in product shipments if we are required to find alternative assemblers or testers for our components. Any problems that we may encounter with the delivery, quality or cost of our products could damage our customer relationships and materially and

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adversely affect our results of operations. We are continuing to develop relationships with additional third-party subcontractors to assemble and test our products. However, even if we use these new subcontractors, we will continue to be subject to all of the risks described above.

     We are increasingly exposed to various legal, business, political and economic risks associated with our international operations. We currently obtain a substantial portion all of our manufacturing, and all of our assembly and testing services from suppliers located outside the United States. We also frequently ship products to our domestic customers’ international manufacturing divisions and subcontractors. We also undertake design and development activities in Canada, China, India, Taiwan and the United Kingdom. We intend to continue to expand our international business activities and to open other design and operational centers abroad. The recent war in Iraq and the lingering effects of terrorist attacks in the United States and abroad, the resulting heightened security and the increasing risk of extended international military conflicts may adversely impact our international sales and could make our international operations more expensive. International operations are subject to many other inherent risks, including but not limited to:

• political, social and economic instability;

• exposure to different legal standards, particularly with respect to intellectual property;

• natural disasters and public health emergencies;

• nationalization of business and blocking of cash flows;

• trade and travel restrictions;

• the imposition of governmental controls and restrictions;

• burdens of complying with a variety of foreign laws;

• import and export license requirements and restrictions of the United States and each other country in which we operate;

• unexpected changes in regulatory requirements;

• foreign technical standards;

• changes in tariffs;

• difficulties in staffing and managing international operations;

• fluctuations in currency exchange rates;

• difficulties in collecting receivables from foreign entities or delayed revenue recognition; and

• potentially adverse tax consequences.

       Any of the factors described above may have a material adverse effect on our ability to increase or maintain our foreign sales.

       Additionally, public health emergencies may impact our operations, including, but not limited to, disruptions at our third-party manufacturers that are primarily located in Asia, reduced sales and increased supply chain costs. For example, if SARS recurs, or other similar public health emergencies arise, our international sales and operations could be harmed.

     We must attract and retain key employees in a highly competitive environment. Our employees are vital to our success and our key management, engineering and other employees are difficult to replace. We do not generally have employment contracts with our key employees. Despite the economic slowdown of the last few years, competition for certain key technical and engineering personnel remains intense. Our continued growth and future operating results will depend upon our ability to attract, hire and retain significant numbers of qualified employees.

     Engenio Information Technologies, Inc. represents a significant portion of our business, and an initial public offering, sale or spin-off of the Storage Systems segment, may cause our operating results to suffer and may cause net revenues and income to decline. Engenio Information Technologies, Inc. represents a significant portion of our business, and it is currently reported as a separate segment in our consolidated financial statements. For the six months ended June 30, 2005, the Storage Systems segment represented 24% of our revenues. For the fiscal year ended 2004, the Storage Systems segment represented 27% of our revenues.

     If we engage in a transaction that results in Engenio no longer being our subsidiary, the Storage Systems segment’s financial results, including its net revenues and net income, will no longer be included in our consolidated financial statements.

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Accordingly, our historical consolidated financial results may not necessarily reflect our future financial position, results of operations and cash flows if Engenio ceases to be a subsidiary. In addition, as a result of a spin-off or sale of the storage systems segment, our stock price may fluctuate.

     The separation and possible initial public offering, sale or spin-off of Engenio Information Technologies, Inc. from us is a substantial undertaking that may disrupt our ongoing business and may increase expenses, which may affect our results of operations or financial condition. The separation of Engenio, and the possible initial public offering of the subsidiary’s common stock to the public and the potential spin-off of the subsidiary to our stockholders continue to require the substantial dedication of management resources. Furthermore, we expect to incur significant expenses in future periods related to the separation. We have not yet made any adjustments to our historical financial information to reflect the significant changes that may occur in our cost structure, funding and operations as a result of the separation. In addition, the efforts required to complete the separation of Engenio from us may disrupt our ongoing business activities, may result in employee distraction and may harm Engenio’s and our ability to attract, retain and motivate key employees. If any of the foregoing occurs, our results of operations or financial condition may suffer.

     Future changes in financial accounting standards or practices or existing taxation rules or practices may cause adverse unexpected fluctuations and affect our reported results of operations. Financial accounting standards in the United States are constantly under review and may be changed from time to time. We would be required to apply these changes when adopted. Once implemented, these changes could result in material fluctuations in our financial results of operations and/or the way in which such results of operations are reported. Similarly, we are subject to taxation in the United States and a number of foreign jurisdictions. Rates of taxation, definitions of income, exclusions from income, and other tax policies are subject to change over time. Changes in tax laws in a jurisdiction in which we have reporting obligations could have a material impact on our results of operations.

     We expect that the adoption of Statement of Financial Accounting Standard No. 123 (revised 2004) (“SFAS No. 123R”), entitled “Share-Based Payment,” effective for the beginning in the first quarter of 2006, will have a significant impact on our reported results as described under “Recent Accounting Pronouncements.” Because the factors that will affect compensation expense we incur due to the adoption of SFAS No. 123R are unknown, the impact on our operating results at the point of adoption, or in the future, cannot be determined. Changes in these or other rules, or modifications to our current practices, may have a significant adverse effect on our reported operating results or in the way in which we conduct our business in the future.

     We face uncertainties related to the effectiveness of internal controls. Public companies in the United States are required to review their internal controls over financial reporting under the Sarbanes-Oxley Act of 2002. It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will achieve its stated goal under all potential future conditions, regardless of how remote.

     Internal control deficiencies or weaknesses that are not yet identified could emerge. Over time we may identify and correct deficiencies or weaknesses in our internal controls and, where and when appropriate, report on the identification and correction of these deficiencies or weaknesses. However, the internal control procedures can provide only reasonable, and not absolute, assurance that deficiencies or weaknesses are identified. Deficiencies or weaknesses that are not yet identified could emerge and the identification and corrections of these deficiencies or weaknesses could have a material impact on the results of operations for the Company.

     Internal control issues that appear minor now may later become reportable conditions. We are required to publicly report on deficiencies or weaknesses in our internal controls that meet a materiality standard as required by law. While the Company meets its statutory obligations, management may, at a point in time, accurately categorize a deficiency or weakness as immaterial or minor and therefore not be required to publicly report such deficiency or weakness. Such determination, however, does not preclude a change in circumstances such that the deficiency or weakness could, at a later time, become a reportable condition that could have a material impact on our results of operations.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

     There have been no significant changes in the market risk disclosures during the six months ended June 30, 2005, as compared to the discussion in Part II, Item 7a of our Annual Report on Form 10-K for the year ended December 31, 2004.

Item 4. Controls and Procedures

     Our management evaluated, with the participation of our chief executive officer and our chief financial officer, the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 promulgated under the Securities Exchange Act of 1934 as of June 30, 2005. Based on this evaluation, our chief executive officer and our chief financial officer have concluded that our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

     In May of 2005, we completed the upgrade of the information systems that we use to accumulate financial data used in financial reporting for our majority owned subsidiary, Engenio. We utilized this new system upgrade to generate financial statements for our fiscal quarter ended June 30, 2005. This system upgrade served to enhance our system of internal controls and was not made in response to any weakness in our system of internal controls. We believe there was no change in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. We are aware that any system of control, however well designed and operated, can only provide reasonable, and not absolute, assurance that the objectives of this system are met, and that maintenance of disclosure controls and procedures is an ongoing process that may change over time.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

     This information is included in Note 11 (“Legal Matters”) of the Notes to the Unaudited Consolidated Condensed Financial Statements, which information is incorporated herein by reference from Item 1 of Part I hereof.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

     On July 28, 2000, the Company’s Board of Directors authorized a new stock repurchase program in which up to 5 million shares of the Company’s common stock may be repurchased in the open market from time to time. There is no expiration date for the plan. No shares were repurchased under this plan during the first six months of 2005. There are 3.5 million shares available for repurchase under this plan as of June 30, 2005.

ISSUER PURCHASES OF SECURITIES

				(c)	(d)
	(a)	(b)		Total Number of	Maximum Number (or
	Total Number	Average Price		Shares (or Units)	Approximate Dollar Value) of
	of Shares (or	Paid per		Purchased as Part of	Shares (or Units) that May Yet
	Units)	Share (or		Publicly Announced	Be Purchased Under the Plans
Period	Purchased	Unit)		Plans or Programs	or Programs
May 2005	149,652 units		0.98980	n/a	n/a

* During the three months ended June 30, 2005, the Company repurchased approximately $150 million of the 2001 Convertible Subordinated Notes (the “2001 Convertible Notes”) in open-market purchase transactions. The purchases were opportunistic buy backs of convertible subordinated notes. A net pre-tax gain of approximately $4 million was recognized, in interest income and other, net, on the repurchases of the 2001 Convertible Notes. The pre-tax gain is net of the write-off of debt issuance costs and a portion of the deferred gain on the related terminated interest rate swap (see Note 6 of the Notes).

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Item 4. Submission of Matters to a Vote of Security Holder

     Our Annual Meeting of Stockholders was held on May 12, 2005 in San Jose, California. At the meeting, our stockholders voted on and approved the following proposals. The results of voting were as follows:

Proposal 1. To elect eight directors to serve for the ensuing year and until their successors are elected.

Director	Votes For		Votes Withheld
T.Z. Chu		313,488,144		11,669,076
Wilfred J. Corrigan		313,470,221		11,686,999
Malcolm R. Currie		313,420,563		11,736,657
James H. Keyes		313,499,561		11,657,659
R. Douglas Norby		291,988,464		33,168,756
Matthew J. O’Rourke		314,659,070		10,498,150
Gregorio Reyes		314,949,813		10,207,407
Larry W. Sonsini		259,842,214		65,315,006

Proposal 2. To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for its 2005 fiscal year.

Votes For	Votes Against		Abstentions
317,549,045		4,884,100		2,724,075

Item 5. Other Information

     A clerical error was made in the Company’s Current Report on Form 8-K filed on June 8, 2005, which identified the effective date of the performance share grant to Abhijit Y. Talwalkar. The error cited the effective grant date to Mr. Talwalkar as June 2, 2005, rather than the correct effective date of June 1, 2005.

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Item 6. Exhibits

10.40	Summary Description of LSI Logic Corporation 2005 Semiconductor Incentive Plan. Incorporated by reference to exhibits filed with the Current Report on Form 8-K on April 7, 2005.*
10.41	Summary Description of 2005 Engenio Information Technologies, Inc. Incentive Plan. Incorporated by reference to exhibits filed with the Current Report on Form 8-K on April 7, 2005.*
10.42	Form of LSI Logic Corporation Annual Director Option Agreement. Incorporated by reference to exhibits filed with the Current Report on Form 8-K on April 7, 2005.*
10.43	Form of Notice of Grant under LSI Logic Corporation Annual Director Option Agreement. Incorporated by reference to exhibits filed with the Current Report on Form 8-K on April 7, 2005.*
10.44	Employment Agreement with Abhijit Y. Talwalkar, effective as of May 23, 2005. Incorporated by reference to exhibits filed with the Current Report on Form 8-K on May 24, 2005.*
10.45	Amendment No. 1 to the LSI Logic Corporation 1991 Equity Incentive Plan Stock Option Agreement dated August 15, 1997 with Wilfred J. Corrigan. Incorporated by reference to exhibits filed with the Current Report on Form 8-K on June 17, 2005.*
10.46	Amendment No. 1 to the LSI Logic Corporation 1991 Equity Incentive Stock Option Agreement dated November 20, 1998 with Wilfred J. Corrigan. Incorporated by reference to exhibits filed with the Current Report on Form 8-K on June 17, 2005.*
10.47	Form of LSI Logic Corporation 2003 Equity Incentive Plan Nonqualified Stock Option Agreement.*
10.48	Form of Notice of Grant under LSI Logic Corporation 2003 Equity Incentive Plan Nonqualified Stock Option Agreement.*
10.49	Abhijit Y. Talwalkar LSI Logic Corporation 2003 Equity Incentive Plan Nonqualified Stock Option Agreement, effective as of June 1, 2005.*
10.50	Abhijit Y. Talwalkar Notice of Grant under LSI Logic Corporation 2003 Equity Incentive Plan Nonqualified Stock Option Agreement, effective as of June 1 2005.*+
31.1	Certification of the Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-15(e) and 15d-1(e), as adopted pursuant to Section 302 of the Sarbarnes-Oxley Act of 2002.
31.2	Certification of the Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-15(e) and 15d-1(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

*     Denotes management contract or compensatory plan or arrangement.

+    Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission.

**  Furnished not filed.

40

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 thereunto duly authorized.

	LSI LOGIC CORPORATION (Registrant)
Date: August 11, 2005	By	/s/ Bryon Look
		Bryon Look
		Executive Vice President & Chief Financial Officer

41

INDEX TO EXHIBITS

10.40	Summary Description of LSI Logic Corporation 2005 Semiconductor Incentive Plan. Incorporated by reference to exhibits filed with the Current Report on Form 8-K on April 7, 2005.*
10.41	Summary Description of 2005 Engenio Information Technologies, Inc. Incentive Plan. Incorporated by reference to exhibits filed with the Current Report on Form 8-K on April 7, 2005.*
10.42	Form of LSI Logic Corporation Annual Director Option Agreement. Incorporated by reference to exhibits filed with the Current Report on Form 8-K on April 7, 2005.*
10.43	Form of Notice of Grant under LSI Logic Corporation Annual Director Option Agreement. Incorporated by reference to exhibits filed with the Current Report on Form 8-K on April 7, 2005.*
10.44	Employment Agreement with Abhijit Y. Talwalkar, effective as of May 23, 2005. Incorporated by reference to exhibits filed with the Current Report on Form 8-K on May 24, 2005.*
10.45	Amendment No. 1 to the LSI Logic Corporation 1991 Equity Incentive Plan Stock Option Agreement dated August 15, 1997 with Wilfred J. Corrigan. Incorporated by reference to exhibits filed with the Current Report on Form 8-K on June 17, 2005.*
10.46	Amendment No. 1 to the LSI Logic Corporation 1991 Equity Incentive Stock Option Agreement dated November 20, 1998 with Wilfred J. Corrigan. Incorporated by reference to exhibits filed with the Current Report on Form 8-K on June 17, 2005.*
10.47	Form of LSI Logic Corporation 2003 Equity Incentive Plan Nonqualified Stock Option Agreement.*
10.48	Form of Notice of Grant under LSI Logic Corporation 2003 Equity Incentive Plan Nonqualified Stock Option Agreement.*
10.49	Abhijit Y. Talwalkar LSI Logic Corporation 2003 Equity Incentive Plan Nonqualified Stock Option Agreement, effective as of June 1, 2005.*
10.50	Abhijit Y. Talwalkar Notice of Grant under LSI Logic Corporation 2003 Equity Incentive Plan Nonqualified Stock Option Agreement, effective as of June 1 2005.*+
31.1	Certification of the Chief Executive Officer pursuant to Securities and Exchange Act Rules 13a-15(e) and 15d-1(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of the Chief Financial Officer pursuant to Securities and Exchange Act Rules 13-15(e) and 15d-1(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

*     Denotes management contract or compensatory plan or arrangement.

+    Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission.

**  Furnished not filed.

42

EX-10.47

Exhibit 10.47

LSI LOGIC CORPORATION
2003 EQUITY INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AGREEMENT

     LSI Logic Corporation (the “Company”) hereby grants to the person (the “Employee”) listed on the Notice of Grant of Stock Options (the “Notice of Grant”) to which this agreement is attached and which are collectively referred to as the “Agreement”, a nonqualified stock option under the Company’s 2003 Equity Incentive Plan (the “Plan”), to purchase shares of common stock of the Company (“Shares”) effective as of the date (the “Grant Date”) indicated on the Notice of Grant. In general, the latest date this option shall expire is the expiration date indicated on the Notice of Grant (the “Expiration Date”). However, as provided in this Agreement, this option may expire earlier than the Expiration Date. Subject to the provisions of the Notice of Grant, this Agreement and of the Plan, the principal features of this option are as follows:

IMPORTANT:

     Your signature to the Notice of Grant indicates your agreement and understanding that this grant is subject to all of the terms and conditions contained in the Notice of Grant, this Agreement and the Plan. For example, important additional information on vesting and forfeiture of the Shares covered by this grant is contained in the Notice of Grant. PLEASE BE SURE TO READ ALL OF THE NOTICE OF GRANT, WHICH CONTAINS CERTAIN SPECIFIC TERMS AND CONDITIONS OF THIS OPTION.

TERMS AND CONDITIONS OF THE NONQUALIFIED STOCK OPTION

            1.      Grant of Option. The Company hereby grants to the Employee under the Plan, as a separate incentive in connection with his or her employment and not in lieu of any salary or other compensation for his or her services, a nonqualified stock option to purchase, on the terms and conditions set forth in this Agreement and the Plan, all or any part of an aggregate of the number of Shares listed in the Notice of Grant.

            2.      Exercise Price. The purchase price per Share for this option (the “Exercise Price”) shall be the option price listed in the Notice of Grant.

            3.      Vesting Schedule. Except as otherwise provided in this Agreement, the right to exercise this option is scheduled to vest in the amounts and on the dates shown on the Notice of Grant.

            4.      Termination of Service.

(a)	Exercise Upon Termination of Employment. If the Employee ceases to be employed by the Company for any reason, except as provided for below, the right to exercise the Option shall terminate 90 days after such cessation (but not after the Expiration Date of the Option).
(b)	Exercise Upon Death or Disability. In the event the Employee dies or becomes totally disabled prior to the expiration date while an employee of the Company, that portion of the Option that had become vested and exercisable as of the date of death or disability shall become exercisable

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within 12 months of the date of death or disability (but not after the Expiration Date of the Option).

(c)

Discharge for Misconduct. If the Employee is discharged for Misconduct (as defined below) prior to the Expiration Date of the Options, the right to exercise this Option shall terminate immediately upon cessation of employment. “Misconduct” includes, but is not limited to, (i) willful breach or neglect of duty; (ii) failure or refusal to work or to comply with the Company’s rules, policies, and practices; (iii) dishonesty; (iv) insubordination; (v) being under the influence of drugs (except to the extent medically prescribed) or alcohol while on duty or on Company premises; (vi) conduct endangering, or likely to endanger the health or safety of another employee, any other person or the property of the Company; or (vii) conviction of, or plea of nolo contendre to, a felony.

            5.      Persons Eligible to Exercise Option. Except as provided in this Agreement above or as otherwise determined by the Committee in its discretion, this option shall be exercisable during the Employee’s lifetime only by the Employee.

            6.      Option is Not Transferable. Except as otherwise expressly provided herein, this option and the rights and privileges conferred hereby may not be transferred, pledged, assigned or otherwise hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, pledge, assign, hypothecate or otherwise dispose of this option, or of any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this option and the rights and privileges conferred hereby immediately shall become null and void.

            7.      Exercise of Option. This option may be exercised by the person then entitled to do so as to any Shares which may then be purchased (a) by giving notice of exercise by way of such form, time, place and/or manner as the Company may designate, (b) providing full payment of the Exercise Price (and the amount of any income tax the Company determines is required to be withheld by reason of the exercise of this option or as is otherwise required under paragraph 10 below), and (c) giving satisfactory assurances in the form or manner requested by the Company that the Shares to be purchased upon the exercise of this option are being purchased for investment and not with a view to the distribution thereof. If the option is to be exercised through a stock broker-assisted transaction, the option must be exercised while the applicable stock market is open for trading and before the option otherwise expires.

            8.      Conditions to Exercise. Except as provided in paragraph 7 above, or as otherwise required as a matter of law, and as so specified by the Company at any time, the Exercise Price for this option may be paid through such procedures as the Company may announce from time to time. As of the date of grant of this option, the purchase price for the exercise of this option may be paid through the procedures indicated on the stock administration website on the LSI Logic intranet. Notwithstanding the foregoing, the Company may, in its discretion, require the Employee to exercise this option using a special sale and remittance procedure (a “Cashless Exercise”) pursuant to which the Employee provides irrevocable instructions to a brokerage firm to effect the immediate sale of all or part of the option Shares and to deliver to the Company from the sale proceeds an amount sufficient to pay the Exercise Price and any required withholding taxes.

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            9.      Tax Withholding and Payment Obligations. The Company shall assess its requirements regarding tax, social insurance and any other payroll tax withholding and reporting in connection with this option, including the grant, vesting or exercise of this option or sale of Shares acquired pursuant to the exercise of this option (“tax-related items”). These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s actions in this regard, the Employee hereby acknowledges and agrees that the ultimate liability for any and all tax-related items is and remains his or her responsibility and liability and that the Company (a) makes no representations or undertaking regarding treatment of any tax-related items in connection with any aspect of this option grant, including the grant, vesting or exercise of this option and the subsequent sale of Shares acquired pursuant to the exercise of this option; and (b) does not commit to structure the terms of the grant or any aspect of this option to reduce or eliminate the Employee’s liability regarding tax-related items. In the event the Company determines that it and/or an Affiliate must withhold or collect any tax-related items as a result of the Employee’s participation in the Plan, the Employee agrees as a condition of the grant of this option to make arrangements satisfactory to the Company to enable it to satisfy all withholding and/or collection requirements. The Employee authorizes the Company and/or an Affiliate to withhold all applicable withholding taxes from the Employee’s wages or other cash compensation due to the Employee. Furthermore, the Employee agrees to pay the Company and/or an Affiliate any amount of taxes the Company and/or an Affiliate may be required to withhold or collect as a result of the Employee’s participation in the Plan that cannot be satisfied by deduction from the Employee’s wages or other cash compensation paid to the Employee by the Company and/or an Affiliate. The Employee acknowledges that he or she may not exercise this option unless the tax withholding and/or collection obligations of the Company and/or any Affiliate are satisfied.

            10.    Suspension of Exercisability. If at any time the Company shall determine, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority, is necessary or desirable as a condition of the purchase of Shares hereunder, this option may not be exercised, in whole or in part, unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company. The Company shall make reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority.

            11.    Change in Control. In the event of a Change in Control (as defined below), this option shall be subject to the definitive agreement governing such Change in Control. Such agreement, without the Employee’s consent and notwithstanding any provision to the contrary in this Agreement or the Plan, may provide for one or more of the following: (a) the assumption of this option by the surviving corporation or its parent; (b) the substitution by the surviving corporation or its parent of options with substantially the same terms as this option; (c) the substitution by the surviving corporation or its parent of other awards having a value at least equal to the value as this option; (d) the conversion of this option into an option to purchase the consideration received by the stockholders of the Company in the Change in Control; (e) the termination of this option after the Company shall have provided the Employee with the ability to exercise this option, to the extent, for a period of fifteen (15) days or less before the consummation of the Change in Control; or (f) the cancellation of this option after payment to the Employee of an amount in cash or cash equivalents equal to (A) the fair market value of the Shares subject to this option at the time of the Change in Control minus (B) the Exercise Price of the Shares subject to this option at the time of the Change in Control. The Committee may, in its sole discretion, accelerate the exercisability and vesting of this option in connection with any of the foregoing alternatives. “Change in Control” will mean the occurrence of any of the following events:

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(i) The consummation by the Company of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation;

(ii) The approval by the stockholders of the Company, or if stockholder approval is not required, approval by the Board, of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets;

(iii) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding voting securities; or

(iv) A change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” will mean directors who either (A) are directors of the Company as of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transactions described in subsections (i), (ii), or (iii) or in connection with an actual or threatened proxy contest relating to the election of directors of the Company.

            12.    No Rights of Stockholder. Neither the Employee (nor any transferee) shall be or have any of the rights or privileges of a stockholder of the Company in respect of any of the Shares issuable pursuant to the exercise of this option, unless and until certificates representing such Shares (which may be in book entry form) have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to the Employee (or transferee).

            13.    No Effect on Employment or Future Awards. The Employee’s employment with the Company and its Affiliates is on an at-will basis only, subject to the provisions of applicable law and the terms of the Employment Agreement. Accordingly, subject to any separate, written, express employment contract with the Employee, nothing in this Agreement or the Plan shall confer upon the Employee any right to continue to be employed by the Company or any Affiliate or shall interfere with or restrict in any way the rights of the Company or the Affiliate, which are hereby expressly reserved, to terminate the employment of the Employee at any time for any reason whatsoever, with or without good cause. Such reservation of rights can be modified only in an express written contract executed by a duly authorized officer of the Company or the Affiliate employing the Employee. For purposes of this Agreement, the transfer of employment of the Employee between the Company and any one of its Affiliates (or between Affiliates) shall not be deemed a termination. In addition, a leave of absence or an interruption in service (including an interruption during military service) authorized or acknowledged by the Company or the Affiliate employing the Employee, as the case may be, shall not be deemed a termination for the purposes of this Agreement. The Employee’s grant of the option pursuant to this

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Agreement does not confer upon the Employee the right to be selected to receive any future Award under the Plan.

            14.    Legal and Tax Consultation. The Employee acknowledges that the Corporation has advised the Employee to consult his or her independent tax advisor with respect to legal and tax consequences of the Option, and the Employee has consulted with any legal or tax advisors that the Employee deems necessary and is not relying on the Company for any legal or tax advice.

            15.    Address for Notices. Any notice to be given to the Company under the terms of this Agreement shall be addressed to the Company, in care of its Stock Administration Department, at LSI Logic Corporation, 1621 Barber Lane, Milpitas, California 95035, or at such other address as the Company may hereafter designate in writing.

            16.    Other Benefits. Nothing contained in this Agreement shall affect the Employee’s right to participate in and receive benefits under and in accordance with the then current provisions of any insurance or other employee welfare plan or program of the Company or any Affiliate.

            17.    Maximum Term of Option. Notwithstanding any other provision of this Agreement, this option is not exercisable after the Expiration Date.

            18.    Binding Agreement. Subject to the limitation on the transferability of this option contained herein, this Agreement shall be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

            19.    Plan Governs. This Agreement is subject to all of the terms and provisions of the Plan. In the event of a conflict between one or more provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan shall govern. Capitalized terms and phrases used and not defined in this Agreement shall have the meaning set forth in the Plan. This option is not an incentive stock option as defined in Section 422 of the Internal Revenue Code. The Company may, in its discretion, issue newly issued shares or treasury shares pursuant to this option.

            20.    Committee Authority. The Committee shall have all discretion, power, and authority to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Employee, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

            21.    Captions. The captions provided herein are for convenience only and are not to serve as a basis for the interpretation or construction of this Agreement.

            22.    Agreement Severable. In the event that any provision in this Agreement shall be held invalid or unenforceable, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this Agreement.

            23.    Modifications to the Agreement. This Agreement constitutes the entire understanding of the parties on the subjects covered. The Employee expressly warrants that he or she is

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not executing this Agreement in reliance on any promises, representations, or inducements other than those contained herein. Except as otherwise provided herein, modifications to this Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company.

            24.    Governing Law. This Option Agreement is governed by the laws of the state of California, United States, without any reference to its conflicts of law provisions.

            25.    Amendment, Suspension, Termination. By accepting this option, the Employee expressly warrants that he or she has received an option to purchase stock under the Plan, and has received, read and understood the prospectus for the Plan. The Employee understands that the Plan is discretionary in nature and may be modified, suspended or terminated by the Company at any time.

            26.    Acknowledgment and Waiver. By participating in the Plan, and accepting the grant of the option, the Employee agrees and acknowledges that:

(a)	the Employee’s participation in the Plan is voluntary;
(b)	the value of the option granted pursuant to this Agreement is an extraordinary item of compensation, which is outside the scope of the Employee’s employment arrangement and the option granted pursuant to this Agreement is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any termination, severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits, or similar payments, except as may be specifically provided for by the applicable plan or agreement;
(c)	the future value of the Shares subject to the option granted pursuant to this Agreement is unknown and cannot be predicted with certainty, and the Company makes no express or implied promise about the financial gain or loss to be achieved through participation in the Plan;
(d)	the option has been granted to the Employee in the Employee’s status as an employee of the Company and can in no event be understood or interpreted to mean that an entity other than the Employee’s employer has an employment relationship with the Employee;
(e)	no claim or entitlement to compensation or damages arises from the expiration of the term of the option granted pursuant to this Agreement, or diminution in value of the option, or Shares purchased under the Plan, and if the Employee did acquire any such rights, the Employee is deemed to have irrevocably released the Company from any such claim or entitlement that may arise by accepting the option, to the extent permitted by applicable law; and
(f)	the Company does not commit to and has no obligation to structure the terms of or any aspect of the option granted pursuant to this Agreement

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in order to reduce or eliminate the Employee’s liability for income taxes, social insurance taxes or other applicable taxes.

            27.    Data Privacy. As a condition of participating in the Plan, if the Employee resides outside the United States, he or she:

(a)	consents to the collection, use, processing, and transfer, in electronic or other form, of personal data described in this Section 26 by and among the Company for the exclusive purpose of implementing, administering or managing his or her participation in the Plan;
(b)	understands that the Company may hold certain personal information about the Employee, including but not limited to name, home address and telephone number, date of birth, social security number or other identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all options or any other entitlement to shares awarded, canceled, purchased, or outstanding in the Employee’s favor, for the purpose of implementing, administering and managing the Plan (“Data”);
(c)	understands that Data may be transferred to any third parties assisting the Company in the administration of the Plan;
(d)	understands that the recipients of Data may be located within or outside the Employee’s country of residence, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Employee’s country of residence;
(e)	authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering or managing the Employee’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or any subsequent holding of Shares on the Employee’s behalf to a broker or other third party with whom the Employee may elect to deposit any Shares acquired pursuant to the Plan;
(f)	understands that Data will be held only as long as necessary to implement, administer or manage the Employee’s participation in the Plan;
(g)	understands that the Employee may, at any time, review the Data, require any necessary amendments to Data or withdraw the consents herein in writing by contacting the Company; and
(h)	understands that withdrawing the Employee’s consent may affect the Employee’s ability to participate in the Plan.

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            28.    Translation. If this Option Agreement or any other document related to the Plan is translated into a language other than English, and if the translated version is different from the English language version, the English language version will take precedence.

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EX-10.48

Exhibit 10.48

	LSI LOGIC CORPORATION
Notice of Grant of Stock Options and Option Agreement	ID: 94-2712976 1621 BARBER LANE
	MILPITAS, CALIFORNIA 95035
OPTIONEE NAME ADDRESS ADDRESS	Option Number:     000000 Plan:     2003

Effective ____________, you have been granted a nonstatutory stock option to buy ____________shares of LSI LOGIC CORPORATION common stock at an exercise price of $_________ per share.

The total option price of the shares subject to this option is $_________.

The number of shares indicated are scheduled to become fully vested on the date shown below. However, vesting will occur only if you have not incurred a Termination of Service prior to such date. The latest this option will expire is the Expiration Date shown below; however, if you incur a Termination of Service, this option may expire sooner, as described in the attached LSI LOGIC CORPORATION Stock Option Agreement (the “Agreement”). Capitalized terms that are not defined in this Notice of Grant or the Agreement have the same meaning as in the LSI LOGIC CORPORATION referenced stock option plan.

Shares Vest Type Full Vest Expiration

By your signature below, you agree that these options are granted under and governed by the terms and conditions of the Agreement (and the stock option plan referenced therein), which is attached and made a part of this document. You acknowledge that you have received, read and understand this Notice of Grant, the Agreement and the LSI LOGIC CORPORATION referenced stock option plan, and that you have had an opportunity to obtain the advice of counsel prior to signing below. You agree to accept as binding, conclusive and final all decisions or interpretations of the Administrator regarding any questions relating to the LSI LOGIC CORPORATION referenced stock option plan, this Notice of Grant and the Agreement.

OPTIONEE NAME Date

EX-10.49

Exhibit 10.49

LSI LOGIC CORPORATION
2003 EQUITY INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AGREEMENT

     LSI Logic Corporation (the “Company”) hereby grants you Abhijit Y. Talwalkar (the “Employee”), a nonqualified stock option under the Company’s 2003 Equity Incentive Plan (the “Plan”), to purchase shares of common stock of the Company (“Shares”) effective as of the date (the “Grant Date”) indicated on the Notice of Grant of Stock Options (the “Notice of Grant”) to which this agreement is attached and which are collectively referred to as the “Agreement.” In general, the latest date this option shall expire is the expiration date indicated on the Notice of Grant (the “Expiration Date”). However, as provided in this Agreement, this option may expire earlier than the Expiration Date. Subject to the provisions of the Notice of Grant, this Agreement and of the Plan, the principal features of this option are as follows:

IMPORTANT:

     Your signature to the Notice of Grant indicates your agreement and understanding that this grant is subject to all of the terms and conditions contained in the Notice of Grant, this Agreement and the Plan. For example, important additional information on vesting and forfeiture of the Shares covered by this grant is contained in the Notice of Grant. PLEASE BE SURE TO READ ALL OF THE NOTICE OF GRANT, WHICH CONTAINS CERTAIN SPECIFIC TERMS AND CONDITIONS OF THIS OPTION.

TERMS AND CONDITIONS OF THE NONQUALIFIED STOCK OPTION

     1. Grant of Option. The Company hereby grants to the Employee under the Plan, as a separate incentive in connection with his or her employment and not in lieu of any salary or other compensation for his or her services, a nonqualified stock option to purchase, on the terms and conditions set forth in this Agreement and the Plan, all or any part of an aggregate of the number of Shares listed in the Notice of Grant.

     2. Exercise Price. The purchase price per Share for this option (the “Exercise Price”) shall be the option price listed in the Notice of Grant.

     3. Vesting Schedule. Except as otherwise provided in this Agreement, the right to exercise this option is scheduled to vest in the amounts and on the dates shown on the Notice of Grant.

     In the event the Employee is terminated by the Company without Cause (as defined in the Employment Agreement entered into between the Employee and Company and dated May 23, 2005 (the “Employment Agreement”)) or voluntarily terminates for Good Reason (as defined in the Employment Agreement) other than In Connection with a Change of Control (as defined in the Employment Agreement), then twenty-five percent (25%) of the total number of Shares subject to the option, less the number of Shares vested prior to the termination date, shall become fully vested and exercisable.

     In the event the Employee is terminated by the Company without Cause (as defined in the Employment Agreement) or voluntarily terminates for Good Reason (as defined in the Employment Agreement) and such termination is In Connection with a Change of Control (as defined in the Employment Agreement), then one hundred percent (100%) of the Shares subject to the option shall become fully vested and exercisable.

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     4. Termination of Service.

     In the event the Employee is terminated by the Company without Cause (as defined in the Employment Agreement), voluntarily terminates for Good Reason (as defined in the Employment Agreement) or is terminated due to Employee’s death or Disability, the Employee may, within twelve (12) months after the date of such termination, or prior to the Expiration Date, whichever shall first occur, exercise any then vested but unexercised portion of this option. In the event the Employee is terminated by the Company for Cause (as defined in the Employment Agreement) or voluntarily terminates without Good Reason (as defined in the Employment Agreement) for any reason other than Disability or death, the Employee may, within three (3) months after the date of such termination, or prior to the Expiration Date, whichever shall first occur, exercise any then vested but unexercised portion of this option.

     5. Persons Eligible to Exercise Option. Except as provided in this Agreement above or as otherwise determined by the Committee in its discretion, this option shall be exercisable during the Employee’s lifetime only by the Employee.

     6. Option is Not Transferable. Except as otherwise expressly provided herein, this option and the rights and privileges conferred hereby may not be transferred, pledged, assigned or otherwise hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, pledge, assign, hypothecate or otherwise dispose of this option, or of any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this option and the rights and privileges conferred hereby immediately shall become null and void.

     7. Exercise of Option. This option may be exercised by the person then entitled to do so as to any Shares which may then be purchased (a) by giving notice of exercise by way of such form, time, place and/or manner as the Company may designate, (b) providing full payment of the Exercise Price (and the amount of any income tax the Company determines is required to be withheld by reason of the exercise of this option or as is otherwise required under paragraph 10 below), and (c) giving satisfactory assurances in the form or manner requested by the Company that the Shares to be purchased upon the exercise of this option are being purchased for investment and not with a view to the distribution thereof. If the option is to be exercised through a stock broker-assisted transaction, the option must be exercised while the applicable stock market is open for trading and before the option otherwise expires.

     8. Conditions to Exercise. Except as provided in paragraph 7 above, or as otherwise required as a matter of law, and as so specified by the Company at any time, the Exercise Price for this option may be paid through such procedures as the Company may announce from time to time. As of the date of grant of this option, the purchase price for the exercise of this option may be paid through the procedures indicated on the stock administration website on the LSI Logic intranet. Notwithstanding the foregoing, the Company may, in its discretion, require the Employee to exercise this option using a special sale and remittance procedure (a “Cashless Exercise”) pursuant to which the Employee provides irrevocable instructions to a brokerage firm to effect the immediate sale of all or part of the option Shares and to deliver to the Company from the sale proceeds an amount sufficient to pay the Exercise Price and any required withholding taxes.

     9. Tax Withholding and Payment Obligations. The Company shall assess its requirements regarding tax, social insurance and any other payroll tax withholding and reporting in connection with this option, including the grant, vesting or exercise of this option or sale of Shares

Page 2 of 7

acquired pursuant to the exercise of this option (“tax-related items”). These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s actions in this regard, the Employee hereby acknowledges and agrees that the ultimate liability for any and all tax-related items is and remains his or her responsibility and liability and that the Company (a) makes no representations or undertaking regarding treatment of any tax-related items in connection with any aspect of this option grant, including the grant, vesting or exercise of this option and the subsequent sale of Shares acquired pursuant to the exercise of this option; and (b) does not commit to structure the terms of the grant or any aspect of this option to reduce or eliminate the Employee’s liability regarding tax-related items. In the event the Company determines that it and/or an Affiliate must withhold or collect any tax-related items as a result of the Employee’s participation in the Plan, the Employee agrees as a condition of the grant of this option to make arrangements satisfactory to the Company to enable it to satisfy all withholding and/or collection requirements. The Employee authorizes the Company and/or an Affiliate to withhold all applicable withholding taxes from the Employee’s wages or other cash compensation due to the Employee. Furthermore, the Employee agrees to pay the Company and/or an Affiliate any amount of taxes the Company and/or an Affiliate may be required to withhold or collect as a result of the Employee’s participation in the Plan that cannot be satisfied by deduction from the Employee’s wages or other cash compensation paid to the Employee by the Company and/or an Affiliate. The Employee acknowledges that he or she may not exercise this option unless the tax withholding and/or collection obligations of the Company and/or any Affiliate are satisfied.

     10. Suspension of Exercisability. If at any time the Company shall determine, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority, is necessary or desirable as a condition of the purchase of Shares hereunder, this option may not be exercised, in whole or in part, unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company. The Company shall make reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority.

     11. Change in Control. In the event of a Change in Control (as defined in the Employment Agreement), this option shall be subject to the definitive agreement governing such Change in Control. Such agreement, without the Employee’s consent and notwithstanding any provision to the contrary in this Agreement or the Plan, may provide for one or more of the following: (a) the assumption of this option by the surviving corporation or its parent; (b) the substitution by the surviving corporation or its parent of options with substantially the same terms as this option; (c) the substitution by the surviving corporation or its parent of other awards having a value at least equal to the value as this option; (d) the conversion of this option into an option to purchase the consideration received by the stockholders of the Company in the Change in Control; (e) the termination of this option after the Company shall have provided the Employee with the ability to exercise this option, to the extent, for a period of fifteen (15) days or less before the consummation of the Change in Control; or (f) the cancellation of this option after payment to the Employee of an amount in cash or cash equivalents equal to (A) the fair market value of the Shares subject to this option at the time of the Change in Control minus (B) the Exercise Price of the Shares subject to this option at the time of the Change in Control. The Committee may, in its sole discretion, accelerate the exercisability and vesting of this option in connection with any of the foregoing alternatives.

     12. No Rights of Stockholder. Neither the Employee (nor any transferee) shall be or have any of the rights or privileges of a stockholder of the Company in respect of any of the Shares issuable pursuant to the exercise of this option, unless and until certificates representing such Shares

Page 3 of 7

(which may be in book entry form) have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to the Employee (or transferee).

     13. No Effect on Employment or Future Awards. The Employee’s employment with the Company and its Affiliates is on an at-will basis only, subject to the provisions of applicable law and the terms of the Employment Agreement. Accordingly, subject to any separate, written, express employment contract with the Employee, nothing in this Agreement or the Plan shall confer upon the Employee any right to continue to be employed by the Company or any Affiliate or shall interfere with or restrict in any way the rights of the Company or the Affiliate, which are hereby expressly reserved, to terminate the employment of the Employee at any time for any reason whatsoever, with or without good cause. Such reservation of rights can be modified only in an express written contract executed by a duly authorized officer of the Company or the Affiliate employing the Employee. For purposes of this Agreement, the transfer of employment of the Employee between the Company and any one of its Affiliates (or between Affiliates) shall not be deemed a termination. In addition, a leave of absence or an interruption in service (including an interruption during military service) authorized or acknowledged by the Company or the Affiliate employing the Employee, as the case may be, shall not be deemed a termination for the purposes of this Agreement. The Employee’s grant of the option pursuant to this Agreement does not confer upon the Employee the right to be selected to receive any future Award under the Plan.

     14. Legal and Tax Consultation. The Employee acknowledges that the Corporation has advised the Employee to consult his or her independent tax advisor with respect to legal and tax consequences of the Option, and the Employee has consulted with any legal or tax advisors that the Employee deems necessary and is not relying on the Company for any legal or tax advice.

     15. Address for Notices. Any notice to be given to the Company under the terms of this Agreement shall be addressed to the Company, in care of its Stock Administration Department, at LSI Logic Corporation, 1621 Barber Lane, Milpitas, California 95035, or at such other address as the Company may hereafter designate in writing.

     16. Other Benefits. Nothing contained in this Agreement shall affect the Employee’s right to participate in and receive benefits under and in accordance with the then current provisions of any insurance or other employee welfare plan or program of the Company or any Affiliate

     17. Maximum Term of Option. Notwithstanding any other provision of this Agreement, this option is not exercisable after the Expiration Date.

     18. Binding Agreement. Subject to the limitation on the transferability of this option contained herein, this Agreement shall be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

     19. Plan Governs. This Agreement is subject to all of the terms and provisions of the Plan. In the event of a conflict between one or more provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan shall govern. Capitalized terms and phrases used and not defined in this Agreement shall have the meaning set forth in the Plan. This option is not an incentive stock option as defined in Section 422 of the Internal Revenue Code. The Company may, in its discretion, issue newly issued shares or treasury shares pursuant to this option.

Page 4 of 7

     20. Committee Authority. The Committee shall have all discretion, power, and authority to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Employee, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

     21. Captions. The captions provided herein are for convenience only and are not to serve as a basis for the interpretation or construction of this Agreement.

     22. Agreement Severable. In the event that any provision in this Agreement shall be held invalid or unenforceable, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this Agreement.

     23. Modifications to the Agreement. This Agreement constitutes the entire understanding of the parties on the subjects covered. The Employee expressly warrants that he or she is not executing this Agreement in reliance on any promises, representations, or inducements other than those contained herein. Except as otherwise provided herein, modifications to this Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company.

     24. Governing Law. This Option Agreement is governed by the laws of the state of California, United States, without any reference to its conflicts of law provisions.

     25. Amendment, Suspension, Termination. By accepting this option, the Employee expressly warrants that he or she has received an option to purchase stock under the Plan, and has received, read and understood the prospectus for the Plan. The Employee understands that the Plan is discretionary in nature and may be modified, suspended or terminated by the Company at any time.

     26. Acknowledgment and Waiver. By participating in the Plan, and accepting the grant of the option, the Employee agrees and acknowledges that:

(a) the Employee’s participation in the Plan is voluntary;

(b) the value of the option granted pursuant to this Agreement is an extraordinary item of compensation, which is outside the scope of the Employee’s employment arrangement and the option granted pursuant to this Agreement is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any termination, severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits, or similar payments, except as may be specifically provided for by the applicable plan or agreement;

(c) the future value of the Shares subject to the option granted pursuant to this Agreement is unknown and cannot be predicted with certainty, and

Page 5 of 7

the Company makes no express or implied promise about the financial gain or loss to be achieved through participation in the Plan;

(d) the option has been granted to the Employee in the Employee’s status as an employee of the Company and can in no event be understood or interpreted to mean that an entity other than the Employee’s employer has an employment relationship with the Employee;

(e) no claim or entitlement to compensation or damages arises from the expiration of the term of the option granted pursuant to this Agreement, or diminution in value of the option, or Shares purchased under the Plan, and if the Employee did acquire any such rights, the Employee is deemed to have irrevocably released the Company from any such claim or entitlement that may arise by accepting the option, to the extent permitted by applicable law; and

(f) the Company does not commit to and has no obligation to structure the terms of or any aspect of the option granted pursuant to this Agreement in order to reduce or eliminate the Employee’s liability for income taxes, social insurance taxes or other applicable taxes.

     27. Data Privacy. As a condition of participating in the Plan, if the Employee resides outside the United States, he or she:

(a) consents to the collection, use, processing, and transfer, in electronic or other form, of personal data described in this Section 26 by and among the Company for the exclusive purpose of implementing, administering or managing his or her participation in the Plan;

(b) understands that the Company may hold certain personal information about the Employee, including but not limited to name, home address and telephone number, date of birth, social security number or other identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all options or any other entitlement to shares awarded, canceled, purchased, or outstanding in the Employee’s favor, for the purpose of implementing, administering and managing the Plan (“Data”);

(c) understands that Data may be transferred to any third parties assisting the Company in the administration of the Plan;

(d) understands that the recipients of Data may be located within or outside the Employee’s country of residence, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Employee’s country of residence;

(e) authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing,

Page 6 of 7

administering or managing the Employee’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or any subsequent holding of Shares on the Employee’s behalf to a broker or other third party with whom the Employee may elect to deposit any Shares acquired pursuant to the Plan;

(f) understands that Data will be held only as long as necessary to implement, administer or manage the Employee’s participation in the Plan;

(g) understands that the Employee may, at any time, review the Data, require any necessary amendments to Data or withdraw the consents herein in writing by contacting the Company; and

(h) understands that withdrawing the Employee’s consent may affect the Employee’s ability to participate in the Plan.

     28. Translation. If this Option Agreement or any other document related to the Plan is translated into a language other than English, and if the translated version is different from the English language version, the English language version will take precedence.

Page 7 of 7

EX-10.50

Exhibit 10.50

CONFIDENTIAL TREATMENT REQUESTED
BY LSI LOGIC CORPORATION

CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED BY [*].

Notice of Grant of Stock Options LSI LOGIC CORPORATION
ID: 94-2712976
1621 BARBER LANE
MILPITAS, CALIFORNIA 95035

Abhijit Y. Talwalkar	Option Number:
	Plan: 2003 Equity Incentive Plan

Effective June 1, 2005, you have been granted a nonstatutory stock option to buy 2,000,000 shares of LSI LOGIC CORPORATION (the “Company”) common stock at an exercise price of $7.38 per share.

The total option price of the shares granted is $14,760,000.

The number of shares indicated in the table below are scheduled to become vested on the respective dates shown below if and only if both: (1) the performance criteria shown below are satisfied and (2) you continue to be an employee of the Company on each such date.

The latest this option will expire is the Expiration Date shown below; however, if your employment with the Company is terminated, this option may expire sooner, as described in the attached Stock Option Agreement (the “Agreement”). Capitalized terms that are not defined in this Notice of Grant or the Agreement have the same meaning as in the referenced stock option plan.

Subject to the provisions of Section 3 of the Agreement, this option is scheduled to vest according to the schedule set forth in this Notice of Grant assuming that the Company’s yearly performance goals set forth below are met (with appropriate adjustments to be made for acquisitions and divestitures). The targets listed below for the Company’s Annual Percentage Growth of Revenue and Annual Operating Profit (“OP”) as Percentage of Revenue for a particular year and the Company’s cumulative targets (with such cumulative targets through and including that year) for Percentage Growth and Weighted Average OP Percentage must be met before any vesting occurs in that particular year. “Annual Percentage Growth of Revenue” shall mean the percentage growth of Company revenue year to year, starting with a [*] as projected at the May meeting of the Company’s Board of Directors. OP shall be determined per the Company’s internal reporting standard [*]. “Cumulative Percentage Growth” shall be determined per the cumulative percentage growth of Company revenue with a [*] (and [*] at the May meeting of the Company’s Board of Directors). The “Cumulative

Weighted Average OP Percentage” shall be determined per the cumulative weighted average of OP as a percentage of Company revenue beginning with [*].

If the Company’s performance goals are not met in a particular year and therefore there is no vesting of the shares associated with such targets, then such shares shall vest in a subsequent year if the cumulative goals for both revenue and weighted average of OP are met in a subsequent year. By means of example only, if the Company does not achieve the Annual Percentage Growth of Revenue Target in [*], then no shares shall vest on [*]. If [*] the Company then achieves the Cumulative Percentage Growth and Cumulative Weighted Average OP Percentage [*], then the shares originally scheduled to vest on [*] instead shall fully vest and become exercisable on [*]. The vesting of shares described in the preceding sentence shall not affect the vesting of the shares otherwise scheduled to vest on [*], which shares may or may not actually vest on such date, depending on whether or not the [*] actually are met.

Any questions of interpretation and determination relating to the achievement of the performance goals set forth in this Agreement (including, but not limited to, adjustments for any Company mergers, acquisitions, dispositions or other transactions) shall be decided by the Compensation Committee of the Company’s Board of Directors in its sole discretion.

In general, the Committee expects not to adjust the performance goals for acquisitions because in all events, the Cumulative Weighted Average OP Percentage targets must be satisfied, whether or not an acquisition occurs. The Committee expects to adjust the performance goals for any dispositions that specifically are reported in the Company’s Securities and Exchange Commission filings or described in a press release. In the event of such a disposition, an adjustment will be made to remove historical revenue of the disposed business(es) for both the Annual and Cumulative Growth of Revenue goals. For purposes of computing both the OP and Cumulative Weighted Average OP Percentage targets, Operating Profit in the year of disposition will exclude profit or loss for the disposed business(es). The Cumulative Weighted Average OP Percentage calculated through the year prior to year of the disposition will remain unchanged and be weighted into the current year calculation without historical adjustment. In the case of a disposition not described in the second sentence of this paragraph, no adjustment will be made to the reported actual or historical results and the applicable goals also will remain unchanged.

Notwithstanding the foregoing, any remaining unvested shares shall fully vest and become exercisable on June 1, 2011, subject to your continued employment on such date.

		Annual		Cumulative	Cumulative
		Percentage	Annual OP as	Percentage	Weighted
	Number of	Growth of	Percentage of	Growth of	Average OP
Vesting Date	Shares	Revenue1	Revenue	Revenue	Percentage
December 31, 2006	666,666	[*]	[*]	[*]	[*]
December 31, 2007	666,667	[*]	[*]	[*]	[*]
December 31, 2008	666,667	[*]	[*]	[*]	[*]
December 31, 2009	—	[*]	[*]	[*]	[*]
December 31, 2010	—	[*]	[*]	[*]	[*]
December 31, 2011	Remaining unvested shares	—	—	—	—

¹ The revenue growth percentage [*]

-2-

Expiration Date of Option: June 1, 2012

By your signature below, you agree that this option is granted under and governed by the terms and conditions of the Agreement (and the stock option plan referenced therein), which is attached and made a part of this document. You acknowledge that you have received, read and understand this Notice of Grant, the Agreement and the referenced stock option plan, and that you have had an opportunity to obtain the advice of counsel prior to signing below. You agree to accept as binding, conclusive and final all decisions or interpretations of the Administrator regarding any questions relating to the referenced stock option plan, this Notice of Grant and the Agreement.

/s/ Abhijit Y. Talwalkar	August 9, 2005
ABHIJIT Y. TALWALKAR	DATE

-3-

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
AS ADOPTED PURSUANT TO
SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002

I, Abhijit Y. Talwalkar, certify that:

1. I have reviewed this quarterly report on Form 10-Q of LSI Logic Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 11, 2005
By:	/s/ Abhijit Y. Talwalkar
Name:	Abhijit Y. Talwalkar
Title:	President & Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
AS ADOPTED PURSUANT TO
SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002

I, Bryon Look, certify that:

1. I have reviewed this quarterly report on Form 10-Q of LSI Logic Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 11, 2005
By:	/s/ Bryon Look
Name:	Bryon Look
Title:	Executive Vice President & Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Abhijit Y. Talwalkar, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of LSI Logic Corporation on Form 10-Q for the quarterly period ended July 3, 2005, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of LSI Logic Corporation.

By:	/s/ Abhijit Y. Talwalkar
	Name: Abhijit Y. Talwalkar
Title:	President & Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Bryon Look, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of LSI Logic Corporation on Form 10-Q for the quarterly period ended July 3, 2005, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of LSI Logic Corporation.

By:	/s/ Bryon Look
Name: Bryon Look
Title:      Executive Vice President & Chief
Financial Officer