8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 29, 2009

LSI CORPORATION

(Exact name of registrant as specified in its charter)

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

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

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

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

TABLE OF CONTENTS

 EXHIBIT 99.1

Item 2.02 Results of Operation and Financial Condition.

On April 29, 2009, LSI Corporation issued a news release regarding its financial results for the quarter ended April 5, 2009. A copy of the news release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.

The news release contains non-GAAP financial information. Management believes that the presentation of non-GAAP net income (loss), non-GAAP gross margin, non-GAAP operating expenses, non-GAAP taxes, and non-GAAP net income (loss) per basic and diluted share provides important supplemental information to management and investors about financial and business trends relating to the company’s results of operations. Management believes that the use of these non-GAAP financial measures also provides consistency and comparability with our past financial reports.

Management has historically used these non-GAAP measures when evaluating operating performance because we believe that the inclusion or exclusion of the items described below provides an additional measure of our core operating results and facilitates comparisons of our core operating performance against prior periods and our business model objectives. We have chosen to provide this information to investors to enable them to perform additional analyses of past, present and future operating performance and as a supplemental means to evaluate our ongoing core operations. Externally, we believe that these non-GAAP measures continue to be useful to investors in their assessment of our operating performance and their valuation of the company.

Internally, these non-GAAP measures are significant measures used by management for purposes of:

• evaluating the core operating performance of the company;

• establishing internal budgets;

• calculating return on investment for development programs and growth initiatives;

• comparing performance with internal forecasts and targeted business models;

• strategic planning;

• evaluating and valuing potential acquisition candidates and how their operations compare to the company’s operations; and

• benchmarking performance externally against our competitors.

How we calculate our non-GAAP financial measures

Non-GAAP net income (loss), non-GAAP gross margin, non-GAAP operating expenses, non-GAAP taxes and non-GAAP net income (loss) per basic and diluted share are important to the company for the reasons noted above and exclude the following items:

• Stock-based compensation. Stock-based compensation relates primarily to LSI stock awards such as stock options and restricted stock units. Stock-based compensation is a non-cash expense that varies in amount from period to period and is dependent on market forces that are difficult to predict. As a result of this unpredictability, management excludes this item from its internal operating forecasts and models. Management believes that non-GAAP measures adjusted for stock-based compensation provide investors with a basis to measure the company’s core performance against the performance of other companies without the variability created by stock-based compensation.

• Purchase accounting effect on inventory. This is an acquisition-related charge. It results from marking to fair value an acquired company’s inventory at the time of acquisition. This charge is not factored into management’s evaluation of potential acquisitions or our performance after completion of acquisitions, because it is not related to our core operating performance, and the frequency and amount of this type of charge vary significantly based on the size and timing of our acquisitions. Excluding this data provides investors with a basis to compare the company against the performance of other companies without this variability.

• Amortization of acquisition-related intangibles and acquired in-process research and development. These are acquisition-related charges. Amortization of acquisition-related intangibles relates to purchased technology in acquisitions such as existing technology, patents and trademarks. In-process research and development relates to projects in process as of the acquisition date that have not reached technological feasibility and are immediately expensed. These charges are not factored into management’s evaluation of potential acquisitions, or our performance after completion of acquisitions, because they are not related to our core operating performance, and the frequency and amount of these types of charges vary significantly based on the size and timing of our acquisitions and the maturities of the businesses being acquired. Excluding this data provides investors with a basis to compare the company against the performance of other companies without this variability.

• Restructuring of operations and other items, net. This represents charges/losses and gains that are not directly related to the company’s ongoing or core business results. Management regularly excludes such items from internal operating forecasts and models because they are not considered a core operating activity for the company and because the frequency and variability in the nature of the charges can vary significantly from period to period. Excluding this data provides investors with a basis to compare the company against the performance of other companies without this variability.

• Goodwill and other intangible asset impairment charges. This item reflects the write down of goodwill and other intangible assets to their fair values. Because of the infrequent nature of this charge, management does not include this type of item in internal operating forecasts and models. Excluding this data provides investors with a basis to compare the company’s core operating results in different periods without this variability.

• Other charges and gains. Other charges and gains consist of gains or losses on equity investments and certain non-operating gains and losses that occur on an infrequent basis and vary greatly in amount. We do not regularly trade public equity securities nor do we typically use these securities to fund our ongoing operations. Management excludes these items because they do not affect our core operations. Excluding this data provides investors with a basis to compare the company against the performance of other companies without this variability.

• Non-GAAP income tax expense/benefit. This item represents the additional amount of tax expense or benefit that the company would accrue if it used non-GAAP results instead of GAAP results in the calculation of its tax liability.

We use non-GAAP net income computed as described above as the numerator in the calculation of non-GAAP net income per basic and diluted share. We calculate the basic and diluted share amounts used in the denominator in accordance with GAAP rules, using non-GAAP net income rather than GAAP net income.

Limitations of relying on non-GAAP financial measures

Some of the limitations of relying on non-GAAP financial measures include:

• Stock-based compensation. LSI’s stock-based incentive plans are important components of our employee incentive compensation arrangements and are reflected in our GAAP results under Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment. Stock-based compensation should be considered for a complete view of the costs of our compensation arrangements.

• Purchase accounting effect on inventory. Acquisitions have been an important part of our business strategy and the corresponding acquisition-related charges reflect the costs of choosing acquisitions as a form of growth strategy.

• Amortization of acquisition-related intangibles and acquired in-process research and development. Acquisitions have been an important part of our business strategy and the corresponding acquisition-related charges reflect the costs of choosing acquisitions as a form of growth strategy.

• Restructuring of operations and other items, net. This item reflects charges for severance, exit costs associated with leased facilities, asset impairment charges and gains on sales of assets that are no longer strategic. While no longer strategic to the future of the company, such items reflect the costs of decisions made as part of running a business and are critical to a complete view of our historical results.

• Goodwill and other intangible asset impairment charges. This amount should be included for a complete view of our historical performance including the impact of declines of the value of our assets.

• Other charges and gains. These amounts should be included for a complete view of our historical performance even though they are not related to our core operations.

• Non-GAAP income tax expense/benefit. This item represents the additional amount of tax expense or benefit that the company would accrue if it used non-GAAP results instead of GAAP results in the calculation of its tax liability. The limitation in it is that it does not include the effect of all the items excluded from the non-GAAP financial statements.

• Revenues excluding revenues from businesses sold. Revenues from businesses sold should be included in revenues for a complete view of our historical performance even though we no longer own those businesses.

All supplemental non-GAAP financial measures should be read in conjunction with the comparable information presented in accordance with generally accepted accounting principles in the United States of America.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	News Release issued April 29, 2009.*

* Furnished, not filed.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LSI CORPORATION
By:	/s/ Bryon Look
	Bryon Look
	Executive Vice President, Chief Financial Officer and Chief Administrative Officer

Date: April 29, 2009

EXHIBIT INDEX

Exhibit No.	Description
99.1	News Release issued April 29, 2009.*

* Furnished, not filed.

EX-99.1

Exhibit 99.1

Investor Relations Contact:	Media Relations Contact:
Sujal Shah	Mitch Seigle
610-712-5471	408-954-3225
sujal.shah@lsi.com	mitch.seigle@lsi.com
cc09-33

LSI Reports First Quarter 2009 Results

MILPITAS, Calif., April 29, 2009 — LSI Corporation (NYSE: LSI) today reported results for its first quarter ended April 5, 2009.

First Quarter News Release Summary

• First quarter 2009 revenues of $482 million

• First quarter 2009 GAAP* net loss of ($0.16) per share

• First quarter 2009 non-GAAP** net loss of ($0.03) per share

• Cash and short-term investments of $1.1 billion

Second Quarter 2009 Business Outlook

• Projected revenues of $470 million to $530 million

• GAAP* net loss in the range of ($0.09) to ($0.19) per share

• Non-GAAP** net income (loss) in the range of $0.01 to ($0.06) per share

*

Generally Accepted Accounting Principles.

**

Excludes goodwill and other intangible asset impairment charges, stock-based compensation, amortization of acquisition-related intangibles, restructuring of operations and other items, net, loss on write-down of debt/equity securities, gain on repurchase of convertible subordinated notes and acquired in-process research and development. It also excludes the income tax effect associated with the above mentioned items.

First quarter 2009 revenues were $482 million, a 27% decrease year-over-year compared to $661 million reported in the first quarter of 2008, and down 21% sequentially compared to $610 million reported in the fourth quarter of 2008.

First quarter 2009 GAAP* net loss was $104 million or 16 cents per share, compared to first quarter 2008 GAAP net loss of $14 million or 2 cents per share. First quarter 2009 GAAP results compare to fourth quarter 2008 GAAP net loss of $606 million or 94 cents per share. First quarter 2009 GAAP net loss included a net charge of $86 million from special items, consisting primarily of $42.7 million of amortization of acquisition-related items, $25.2 million in net restructuring and other items and $18 million of stock-based compensation expense.

First quarter 2009 non-GAAP** net loss was $18 million or 3 cents per share, compared to first quarter 2008 non-GAAP net income of $64 million or 10 cents per diluted share. Fourth quarter 2008 non-GAAP net income was $41 million or 6 cents per diluted share.

Cash and short-term investments totaled approximately $1.1 billion at quarter end.

“Despite continued macroeconomic uncertainty, our first quarter revenues were above the midpoint of our guidance range with our storage semiconductor and networking businesses demonstrating strength late in the quarter,” said Abhi Talwalkar, LSI president and chief executive officer. “We have also significantly lowered our operating expenses while continuing to invest in key opportunities which position us to grow at above-market rates coming out of the downturn.”

Bryon Look, LSI CFO and chief administrative officer, said, “Through a combination of effective cost controls and streamlining actions, operating expenses for the quarter came in below our expected range. Inventory levels were also sequentially down and sharply lower on a year-over-year basis, contributing to our continued balance sheet strength.”

LSI Second Quarter 2009 Business Outlook

	GAAP*	Special Items	Non-GAAP**
Revenue	$470 million to $530 million		$470 million to $530 million
Gross Margin	33 — 37%	$33 to $40 million	41 — 43%
Operating Expenses	$245 million to $268 million	$32 to $45 million	$213 million to $223 million
Net Other Income	($2) million		($2) million
Tax	Approximately $6 million		Approximately $6 million
Net (Loss)/Income Per Share	($0.19) to ($0.09)	($0.10) to ($0.13)	($0.06) to $0.01
Diluted Share Count	650 million		650 million

Capital spending is projected to be around $15 million in the second quarter and approximately $50 million in total for 2009.

Depreciation and software amortization is projected to be around $20 million in the second quarter and approximately $90 million in total for 2009.

LSI Conference Call Information

LSI will hold a conference call today at 2 p.m. PDT to discuss first quarter financial results and the second quarter 2009 business outlook. Internet users can access the conference call at http://www.lsi.com/webcast. Subsequent to the conference call, a replay will be available at the same web address.

Forward Looking Statements: This news release contains forward-looking statements that are based on the current opinions and estimates of management. These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. Factors that could cause LSI’s actual results to differ materially from those set forth in the forward-looking statements include, but are not limited to: our reliance on major customers and suppliers; our ability to keep up with rapid technological change; our ability to compete successfully in competitive markets; our ability to successfully transition the operations of Agere Systems to our enterprise resource planning system; fluctuations in the timing and volumes of customer demand; the unavailability of appropriate levels of manufacturing capacity; and general industry and market conditions. For additional information, see the documents filed by LSI with the Securities and Exchange Commission, and specifically the risk factors set forth in the company’s most recent reports on Form 10-K and 10-Q. LSI disclaims any intention or obligation to update or revise any forward looking statements, whether as a result of new information, future events or otherwise.

About LSI

LSI Corporation (NYSE: LSI) is a leading provider of innovative silicon, systems and software technologies that enable products which seamlessly bring people, information and digital content together. The company offers a broad portfolio of capabilities and services including custom and standard product ICs, adapters, systems and software that are trusted by the world’s best known brands to power leading solutions in the Storage and Networking markets. More information is available at www.lsi.com.

# # #

Editor’s Notes:

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

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

	April 5,			December 31,			March 30,
	2009			2008			2008
Assets
Current assets:
Cash and short-term investments	$	1,073.8		$	1,119.1		$	1,236.8
Accounts receivable, net		273.3			304.0			332.1
Inventories		201.2			220.5			258.6
Prepaid expenses and other current assets		136.7			155.9			158.6
Total current assets		1,685.0			1,799.5			1,986.1
Property and equipment, net		226.6			236.0			235.2
Goodwill and other intangible assets, net		1,022.9			1,065.6			1,665.9
Other assets		243.5			243.1			252.5
Total assets	$	3,178.0		$	3,344.2		$	4,139.7
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of long-term debt	$	244.6		$	245.1		$	—
Other current liabilities		490.0			552.4			729.0
Total current liabilities		734.6			797.5			729.0
Long-term debt		350.0			350.0			717.2
Pension, tax and other liabilities		750.8			755.8			407.0
Total liabilities		1,835.4			1,903.3			1,853.2
Minority interest in subsidiary		—			—			0.3
Stockholders’ equity:
Common stock and additional paid-in capital		6,088.4			6,065.3			5,959.2
Accumulated deficit		(4,464.3	)		(4,360.8	)		(3,752.1	)
Accumulated other comprehensive income/(loss)		(281.5	)		(263.6	)		79.1
Total stockholders’ equity		1,342.6			1,440.9			2,286.2
Total liabilities and stockholders’ equity	$	3,178.0		$	3,344.2		$	4,139.7

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

	Three Months Ended
	April 5,			December 31,			March 30,
	2009			2008			2008
Revenues	$	482,279		$	609,959		$	660,747
Cost of revenues		276,584			334,398			356,878
Amortization of acquisition related intangibles		33,610			46,074			42,255
Stock-based compensation expense		2,013			2,384			2,061
Total cost of revenues		312,207			382,856			401,194
Gross profit		170,072			227,103			259,553
Research and development		147,422			155,899			161,894
Stock-based compensation expense		7,862			7,229			7,823
Total research and development		155,284			163,128			169,717
Selling, general and administrative		66,519			76,211			77,708
Amortization of acquisition related intangibles		9,123			15,019			13,434
Stock-based compensation expense		8,115			8,378			7,911
Total selling, general and administrative		83,757			99,608			99,053
Restructuring of operations and other items, net		25,205			16,848			4,564
Goodwill and intangible asset impairment charges		—			541,586			—
Loss from operations		(94,174	)		(594,067	)		(13,781	)
Interest expense		(7,236	)		(8,013	)		(8,978	)
Interest income and other, net		5,863			5,231			14,631
Loss before income taxes		(95,547	)		(596,849	)		(8,128	)
Provision for income taxes		8,000			9,500			5,500
Net loss	$	(103,547	)	$	(606,349	)	$	(13,628	)
Net loss per share:
Basic	$	(0.16	)	$	(0.94	)	$	(0.02	)
Diluted	$	(0.16	)	$	(0.94	)	$	(0.02	)
Shares used in computing per share amounts:
Basic		648,459			646,315			661,984
Diluted		648,459			646,315			661,984

A reconciliation of net loss on the GAAP basis to non-GAAP net income or loss is included below.

	Three Months Ended
	April 5,			December 31,			March 30,
Reconciliation of GAAP net loss to non-GAAP net (loss)/income:	2009			2008			2008
GAAP net loss	$	(103,547	)	$	(606,349	)	$	(13,628	)
Special items:
a) Stock-based compensation expense — cost of revenues		2,013			2,384			2,061
b) Stock-based compensation expense — R&D		7,862			7,229			7,823
c) Stock-based compensation expense — SG&A		8,115			8,378			7,911
d) Amortization of acquisition related intangibles - cost of revenues		33,610			46,074			42,255
e) Amortization of acquisition related intangibles — SG&A		9,123			15,019			13,434
f) Restructuring of operations and other items, net		25,205			16,848			4,564
g) Goodwill and intangible asset impairment charges		—			541,586			—
h) Write-down of debt and equity securities		—			10,773			—
i) Gain on repurchase of convertible subordinated notes		—			(3,178	)		—
j) Income tax effect of above items		—			2,529			(94	)
Total special items		85,928			647,642			77,954
Non-GAAP net income/(loss)	$	(17,619	)	$	41,293		$	64,326
Non-GAAP net income/(loss) per share:
Basic	$	(0.03	)	$	0.06		$	0.10
Diluted	$	(0.03	)	$	0.06		$	0.10
Shares used in computing non-GAAP per share amounts:
Basic		648,459			646,315			661,984
Diluted		648,459			646,512			662,485

	Three Months Ended
Reconciliation of GAAP to non-GAAP shares used in the	April 5,		December 31,		March 30,
calculation of diluted per share amounts:	2009		2008		2008
Diluted shares used in per-share computation — GAAP		648,459		646,315		661,984
Dilutive stock awards		—		197		501
Diluted shares used in per-share computation — non-GAAP		648,459		646,512		662,485

LSI CORPORATION
Consolidated Statement of Cash Flows
(In thousands)
(Unaudited)

	Three Months Ended
	April 5,			December 31,			March 30,
	2009			2008			2008
Operating activities:
Net loss	$	(103,547	)	$	(606,349	)	$	(13,628	)
Adjustments:
Depreciation and amortization *		65,079			84,278			78,328
Stock-based compensation expense		17,990			17,991			17,795
Non-cash restructuring and other items		(1	)		(1,052	)		(3,291	)
Goodwill and intangible asset impairment charges		—			541,586			—
Gain on repurchase of convertible subordinated notes		—			(3,178	)		—
Write-down of debt and equity securities		—			10,773			—
Loss/(gain) on sale of property and equipment, including assets held-for-sale		100			(137	)		(12	)
Non-cash foreign exchange (gain)/loss		(12,384	)		18,481			12,918
Changes in deferred tax assets and liabilities		73			5,630			2,115
Changes in assets and liabilities, net of assets acquired and liabilities assumed in business combinations:
Accounts receivable, net		30,690			97,149			74,272
Inventories		19,340			(10,577	)		(17,719	)
Prepaid expenses and other assets		32,443			42,832			(4,317	)
Accounts payable		(63,535	)		(37,806	)		(39,432	)
Accrued and other liabilities		3,905			(61,434	)		(10,828	)
Net cash (used in)/provided by operating activities		(9,847	)		98,187			96,201
Investing activities:
Purchases of debt securities available-for-sale		(10	)		(31,947	)		(44,151	)
Proceeds from maturities and sales of debt securities available-for-sale		35,882			108,438			50,904
Purchases of equity securities		(5,000	)		—			(3,500	)
Purchases of property, equipment and software		(25,463	)		(39,584	)		(35,230	)
Proceeds from sale of property and equipment		7			2,274			6,333
Proceeds from maturity of notes receivable associated with sale of semiconductor operations in Thailand		—			20,000			—
Proceeds received from the resolution of a pre-acquisition income tax contingency		—			—			4,821
Net cash provided by/(used in) investing activities		5,416			59,181			(20,823	)
Financing activities:
Repurchase of convertible subordinated notes		—			(116,636	)		—
Issuance of common stock		1			6,558			346
Purchase of minority interest in subsidiary		—			(70	)		—
Purchase of common stock under repurchase programs		—			—			(229,231	)
Net cash provided by/(used in) financing activities		1			(110,148	)		(228,885	)
Effect of exchange rate changes on cash and cash equivalents		(2,366	)		(2,829	)		1,816
(Decrease)/increase in cash and cash equivalents		(6,796	)		44,391			(151,691	)
Cash and cash equivalents at beginning of period		829,301			784,910			1,021,569
Cash and cash equivalents at end of period	$	822,505		$	829,301		$	869,878

* Depreciation of fixed assets and amortization of intangible assets, software, capitalized intellectual property, premiums on short-term investments, debt issuance costs, and accrued debt premium.

LSI CORPORATION
Selected Financial Information (GAAP)
(In millions)
(Unaudited)

	Three Months Ended
	April 5,			December 31,			March 30,
	2009			2008			2008
Semiconductor revenues	$	325.0		$	373.8		$	458.8
Storage Systems revenues	$	157.3		$	236.2		$	201.9
Total revenues	$	482.3		$	610.0		$	660.7
Percentage change in revenues-qtr./qtr. (a)		-20.9	%		-14.6	%		-10.8	%
Percentage change in revenues-yr./yr. (b)		-27.0	%		-17.7	%		42.0	%
Days sales outstanding		51			45			45
Days of inventory		58			52			58
Current ratio		2.3			2.3			2.7
Quick ratio		1.8			1.8			2.2
Gross margin as a percentage of revenues		35.3	%		37.2	%		39.3	%
R&D as a percentage of revenues		32.2	%		26.7	%		25.7	%
SG&A as a percentage of revenues		17.4	%		16.3	%		15.0	%
Employees (c)		5,310			5,488			5,351
Revenues per employee (in thousands) (d)	$	363.3		$	444.6		$	493.9
Selected Cash Flow Information:
Purchases of property and equipment (e)	$	10.2		$	17.1		$	21.1
Depreciation and amortization (f)	$	22.5		$	23.1		$	21.9

(a)	Represents sequential quarterly change in revenues.
(b)	Represents change in revenues in the quarter presented as compared to the same quarter of the previous year.
(c)	Actual number of employees at the end of each period presented.
(d)	Revenues per employee is calculated by annualizing revenues for each quarter presented and dividing it by the number of employees.
(e)	Excludes purchases of software.
(f)	Represents depreciation of fixed assets and amortization of software.