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 25, 2007

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 25, 2007, LSI Corporation issued a news release regarding its financial results for the quarter ended April 1, 2007. 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 and non-GAAP net income per basic and diluted share provides important supplemental information to management and investors about financial and business trends relating to the Company’s financial condition and results of operations. Management believes that the use of these non-GAAP financial measures 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;

• determination of bonuses for certain key employees;

• 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.

Non-GAAP financial measures:

Non-GAAP net income:

Non-GAAP net income is important to the Company for the reasons noted above and excludes 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.

• Amortization of acquisition related intangibles and in-process research and development. These charges 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 such 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 our company against the performance of other companies 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 of ongoing operations. Management excludes these items because they do not affect our core operations. Excluding this data provides investors with a basis to compare our 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.

Non-GAAP net income per basic and diluted share:

The numerator used in the calculation of non-GAAP net income per diluted share is non-GAAP net income computed as described above. In the denominator, the number of non-GAAP diluted shares excludes the following item:

• The treasury stock method used to calculate weighted average outstanding shares on a diluted basis requires amounts related to compensation costs attributable to future services and not yet recognized in the financial statements to be treated as proceeds that are assumed to be used to repurchase shares. This reduces the total number of weighted average shares in the GAAP computation. LSI does not include stock-based compensation costs in its non-GAAP net income and accordingly does not consider these amounts in applying the treasury stock method.

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.

• Amortization of acquisition-related intangibles and 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.

• 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.

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 25, 2007.*

* 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 and Chief Financial Officer
Date: April 25, 2007

EXHIBIT INDEX

Exhibit No.	Description
99.1	News Release issued April 25, 2007.*

* Furnished, not filed.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	APRIL 25, 2007
Investor Relations Contact:	Media Relations Contact:
Sujal Shah	Robert Guenther
610-712-5471	610-712-1514
sujal.shah@lsi.com	robert.guenther@lsi.com
cc07-32

LSI REPORTS FIRST QUARTER 2007 RESULTS

First Quarter 2007 Earnings Per Share Exceed Guidance

First Quarter News Release Summary

• First quarter 2007 revenues of $465 million

• First quarter 2007 GAAP* net income of 7 cents per diluted share

• First quarter 2007 non-GAAP** net income of 11 cents per diluted share

• Cash and short-term investments of $1 billion

Second Quarter 2007 Business Outlook

• Projected revenues of $715 million to $745 million

• GAAP* net loss range of 40 – 49 cents per diluted share

• Non-GAAP** net income in the range of 0 – 3 cents per diluted share

*	Generally Accepted Accounting Principles.
**	Excludes stock-based compensation, amortization of acquisition-related intangibles, restructuring of operations and other items, net, and acquired in-process research and development. It also excludes the income tax effect associated with the above mentioned items.

11% YEAR-OVER-YEAR REVENUE GROWTH IN STORAGE SEMICONDUCTORS AND SYSTEMS

MILPITAS, Calif., April 25, 2007 – LSI Corporation (NYSE: LSI) today reported first quarter 2007 revenues of $465 million, compared to $476 million in the first quarter of 2006 and $524 million in the fourth quarter of 2006. LSI first quarter results do not include the results of the former Agere Systems, as the merger transaction occurred April 2, after the first quarter’s close.

First quarter 2007 GAAP* net income was $30 million or 7 cents per diluted share, compared to first quarter 2006 GAAP net income of $13 million or 3 cents per diluted share. First quarter 2007 GAAP results compare to fourth quarter 2006 GAAP net income of $59 million or 14 cents per diluted share. First quarter 2007 GAAP net income included $11.2 million of stock-based compensation expense, and a net charge of $3.3 million from special items, acquisition-related amortization, restructuring and their related tax effect.

First quarter 2007 non-GAAP** net income was $44.3 million or 11 cents per diluted share, compared to first quarter 2006 non-GAAP net income of $40 million or 10 cents per diluted share. Fourth quarter 2006 non-GAAP net income was $75 million or 18 cents per diluted share.

Cash and short-term investments totaled more than $1 billion at quarter end. As previously announced, the LSI board has authorized the repurchase of up to $500 million of the company’s common stock. LSI expects to begin repurchases in the near future.

“LSI had solid financial results in a challenging quarter,” said Abhi Talwalkar, LSI president and chief executive officer. “Our first quarter business was driven by continued strong sales of storage semiconductor and system products, including a faster than expected ramping of our entry level SAS storage systems for small and medium businesses. I am also pleased with our rapid progress in integrating with Agere and identifying opportunities for profitable growth. I am confident that the competitive advantages created by this merger will yield meaningful results in the coming quarters.”

“GAAP net income for the quarter was 2 cents per share higher than our guidance, and our gross margin and operating expenses also were better than guidance,” said Bryon Look, LSI chief financial officer. “Our balance sheet remained strong with a net cash position of $667 million. The company generated operating cash flows of $56 million for the quarter.”

LSI Second Quarter 2007 Business Outlook

	GAAP*	Special Items	Non-GAAP**
Revenue	$715 million to $745 million		$715 million to $745 million
Gross Margin	26 – 28%	$100 to $120 million	41 – 43%
Operating Expenses	$515 million to $565 million	$220 to $260 million	$295 million to $305 million
Net Other Income	$5 million		$5 million
Tax	Approximately $6 million		Approximately 20%
Net Income Per Share	($0.49) to ($0.40)	($0.49) to ($0.43)	$0.00 to $0.03
Diluted Share Count	780 million		800 million

Capital spending is projected to be around $21 million in the second quarter and approximately $95 million in total for 2007.

Second quarter depreciation and software amortization is expected to be approximately $40 million.

NOTE: The Company’s financial guidance will be limited to the comments made on today’s public conference call and contained in the Second Quarter 2007 Business Outlook section of this news release.

LSI Conference Call Information
LSI will hold a conference call today at 2 pm PDT to discuss first quarter financial results and the second quarter 2007 business outlook. The number is 1-303-275-2170. Internet users can access the conference call at http://www.lsi.com/investors. A replay of the call will be available today at approximately 5 pm PDT and will be available for 48 hours. The replay access numbers are 1-800-405-2236 within the U.S. and 1-303-590-3000 for all other locations, passcode 11087195#.

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: the challenges and costs of integrating and restructuring our operations and achieving anticipated synergies following our recent acquisition of Agere Systems; fluctuations in the timing and volumes of customer demand; our reliance on major customers and suppliers; our ability to compete successfully in competitive markets; our ability to keep up with rapid technological change; 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 SEC, and specifically the risk factors set forth in the company’s most recent reports on Form 10-K, 10-Q, and 8-K. 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, Networking and Consumer 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. The LSI logo design is a registered trademark of LSI Corporation.

3. All other brand or product names may be trademarks or registered trademarks of their respective companies.

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

	Three Months Ended
	April 1,			December 31,			April 2,
	2007			2006			2006
Revenues	$	465,415		$	523,651		$	475,884
Cost of revenues		263,670			295,426			269,870
Stock-based compensation expense		1,944			1,201			1,525
Total cost of revenues		265,614			296,627			271,395
Gross profit		199,801			227,024			204,489
Research and development		99,130			103,939			97,752
Stock-based compensation expense		4,717			4,324			4,522
Total research and development		103,847			108,263			102,274
Selling, general and administrative		57,087			56,409			63,094
Stock-based compensation expense		4,523			5,370			5,784
Total selling, general and administrative		61,610			61,779			68,878
Restructuring of operations and other items, net		(8,080	)		4,957			5,650
Acquired in-process research and development		6,500			4,284			—
Amortization of acquisition related intangibles		5,285			3,636			11,216
Income from operations		30,639			44,105			16,471
Interest expense		(3,890	)		(4,949	)		(6,330	)
Interest income and other, net		10,531			18,364			9,527
Income before income taxes		37,280			57,520			19,668
Provision/(benefit) for income taxes		7,456			(1,493	)		6,500
Net income	$	29,824		$	59,013		$	13,168
Income per share:
Basic	$	0.07		$	0.15		$	0.03
Diluted *	$	0.07		$	0.14		$	0.03
Shares used in computing per share amounts:
Basic		404,230			401,992			394,851
Diluted		409,808			434,434			402,189

*	In computing diluted earnings per share for the three month period ended December 31, 2006, net income was increased by $3,500 for interest, net of taxes, on the $350 million convertible notes considered dilutive common stock equivalents.
	A reconciliation between net income on a GAAP basis and non-GAAP net income including items a)-h) is provided in the following table:

	Three Months Ended
Reconciliation of GAAP to Non-GAAP net income:	April 1,			December 31,			April 2,
	2007			2006			2006
GAAP net income	$	29,824		$	59,013		$	13,168
Special items:
a) Stock-based compensation expense — Cost of revenues		1,944			1,201			1,525
b) Stock-based compensation expense — R&D		4,717			4,324			4,522
c) Stock-based compensation expense — SG&A		4,523			5,370			5,784
d) Amortization of acquisition related intangibles		5,285			3,636			11,216
e) Restructuring of operations and other items, net		(8,080	)		4,957			5,650
f) Acquired in-process research and development		6,500			4,284			—
g) Gain on sale of certain equity securities		—			(4,729	)		(1,429	)
h) Income tax effect		(369	)		(2,950	)		(770	)
Total special items		14,520			16,093			26,498
Non-GAAP net income	$	44,344		$	75,106		$	39,666
Non-GAAP income per share:
Basic	$	0.11		$	0.19		$	0.10
Diluted**	$	0.11		$	0.18		$	0.10
Shares used in computing Non-GAAP per share amounts:
Basic		404,230			401,992			394,851
Diluted		413,007			437,216			405,841

** In computing diluted earnings per share for the three month period ended December 31, 2006, net income was increased by $3,500 for interest, net of taxes, on the $350 million convertible notes considered dilutive common stock equivalents.

Reconciliation of shares used in the calculation of GAAP to	Three Months Ended
Non-GAAP diluted net income per share:	April 1,		December 31,		April 2,
	2007		2006		2006
Diluted shares used in per-share calculation — GAAP		409,808		434,434		402,189
Effect of SFAS 123(R)		3,199		2,782		3,652
Diluted shares used in per-share calculation — Non-GAAP		413,007		437,216		405,841

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

	April 1,			December 31,			April 2,
Assets	2007			2006			2006
Current assets:
Cash and short-term investments	$	1,016.6		$	1,008.9		$	1,031.6
Accounts receivable, net		303.4			348.6			266.4
Inventories		229.1			209.5			186.1
Prepaid expenses and other current assets		62.3			68.7			159.8
Total current assets		1,611.4			1,635.7			1,643.9
Property and equipment, net		89.2			86.0			94.3
Goodwill and other intangibles		997.8			991.8			963.3
Other assets		103.4			138.6			107.9
Total assets	$	2,801.8		$	2,852.1		$	2,809.4
Liabilities and Stockholders’ Equity
Current liabilities:
Other current liabilities	$	383.7		$	526.8		$	451.0
Current portion of long-term debt		—			—			273.2
Total current liabilities		383.7			526.8			724.2
Long-term debt		350.0			350.0			350.0
Tax related liabilities and other		131.5			79.4			74.4
Total liabilities		865.2			956.2			1,148.6
Minority interest in subsidiary		0.2			0.2			0.2
Stockholders’ equity:
Common stock and additional paid-in capital		3,121.0			3,106.2			3,022.8
Accumulated deficit		(1,198.1	)		(1,220.3	)		(1,376.7	)
Accumulated other comprehensive income		13.5			9.8			14.5
Total stockholders’ equity		1,936.4			1,895.7			1,660.6
Total liabilities and stockholders’ equity	$	2,801.8		$	2,852.1		$	2,809.4

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

	Three Months Ended
	April 1,			December 31,			April 2,
	2007			2006			2006
Operating Activities:
Net income	$	29,824		$	59,013		$	13,168
Adjustments:
Depreciation & amortization *		18,576			16,570			25,335
Stock-based compensation expense		11,184			10,895			11,831
Non-cash restructuring and other items		228			1,863			(2,958	)
Acquired in-process research and development		6,500			4,284			—
Non-cash foreign exchange loss/(gain)		389			(617	)		(588	)
Gain on sale of equity securities		—			(4,729	)		(1,429	)
Gain on sale of property and equipment		(9,662	)		(7	)		—
Changes in deferred tax assets and liabilities		31			(122	)		(3	)
Changes in assets and liabilities, net of assets acquired and liabilities assumed in business combinations:
Accounts receivable		45,450			(27,680	)		56,889
Inventories		(19,654	)		(25,220	)		8,693
Prepaid expenses and other assets		24,565			(11,478	)		9,404
Accounts payable		(36,469	)		24,499			(23,008	)
Accrued and other liabilities		(14,980	)		4,119			2,226
Net cash provided by operating activities		55,982			51,390			99,560
Investing activities:
Purchases of debt securities available-for-sale		(60,630	)		(105,216	)		(166,193	)
Proceeds from maturities and sales of debt securities available-for-sale		174,392			292,728			108,166
Purchases of equity securities		—			—			(150	)
Proceeds from sale of equity securities		—			5,784			1,555
Purchases of property, equipment and software		(20,503	)		(14,427	)		(15,978	)
Proceeds from sale of property and equipment		12,511			29			—
Acquisitions of companies, net of cash acquired		(52,079	)		(55,328	)		—
Adjustment to goodwill acquired in a prior year for resolution of a pre-acquisition income tax contingency		2,442			909			—
Net cash provided by/(used in) investing activities		56,133			124,479			(72,600	)
Financing activities:
Issuance of common stock		5,671			25,009			11,988
Repayment of debt obligations		—			(271,848	)		—
Net cash provided by/(used in) financing activities		5,671			(246,839	)		11,988
Effect of exchange rate changes on cash and cash equivalents		(65	)		360			233
Increase/(decrease) in cash and cash equivalents		117,721			(70,610	)		39,181
Cash and cash equivalents at beginning of period		327,800			398,410			264,649
Cash and cash equivalents at end of period	$	445,521		$	327,800		$	303,830

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

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

	Three Months Ended
	April 1,			December 31,			April 2,
	2007			2006			2006
Semiconductor revenues	$	272.4		$	304.1		$	298.4
Storage Systems revenues	$	193.0		$	219.6		$	177.5
Total revenues	$	465.4		$	523.7		$	475.9
Percentage change in revenues-qtr./qtr. ( a )		-11.1	%		6.2	%		-6.0	%
Percentage change in revenues-yr./yr. ( b )		-2.2	%		3.4	%		5.8	%
Days sales outstanding		59			60			50
Days of inventory		78			64			62
Current ratio		4.2			3.1			2.3
Quick ratio		3.4			2.6			1.8
Gross margin as a percentage of revenues		42.9	%		43.4	%		43.0	%
R&D as a percentage of revenues		22.3	%		20.7	%		21.5	%
SG&A as a percentage of revenues		13.2	%		11.8	%		14.5	%
Employees ( c )		4,082			4,010			4,321
Revenues per employee (in thousands) ( d )	$	456.1		$	522.3		$	440.5
Selected Cash Flow information
Purchases of property and equipment ( e )	$	14.4		$	10.3		$	13.8
Depreciation / amortization ( f )	$	11.0		$	10.5		$	12.0

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