8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 23, 2013

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.)

1320 Ridder Park Drive

San Jose, California 95131

(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):

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

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

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

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

TABLE OF CONTENTS

Item 2.02 Results of Operation and Financial Condition.	1
Item 8.01 Other Events.	3
Item 9.01 Financial Statements and Exhibits.	4
SIGNATURES	5
EXHIBIT INDEX
EXHIBIT 99.1

Item 2.02 Results of Operation and Financial Condition.

On October 23, 2013, LSI Corporation issued a news release regarding its financial results for the quarter ended September 29, 2013. 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 can 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.

1

• Amortization of acquisition-related intangibles. This relates to purchased technology in acquisitions such as existing technology, patents and trademarks. 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 can 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.

• Other charges and gains. Other charges and gains consist of gains or losses on 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. 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. 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 or losses 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.

2

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 8.01 Other Events.

On October 23, 2013, we announced that our Board of Directors had declared a cash dividend of $0.03 per common share to be paid on December 20, 2013 to stockholders of record as of December 6, 2013. We intend to pay a regular quarterly cash dividend on our common stock, subject to approval by our Board of Directors. The determination to pay future dividends will be based on factors such as our ability to generate cash at levels sufficient to pay a dividend, our ability to maintain sufficient surplus out of which we can pay dividends, and whether we determine that continuing to pay a dividend is in our stockholders’ interest.

3

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	News Release issued October 23, 2013.*

* Furnished, not filed.

4

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: October 23, 2013

5

EXHIBIT INDEX

Exhibit No.	Description
99.1	News Release issued October 23, 2013.*

* Furnished, not filed.

EX-99.1

Exhibit 99.1

NEWS RELEASE

cc13-52/C1324

LSI Reports Third Quarter 2013 Results

Declares a $0.03 per share quarterly dividend

SAN JOSE, Calif., October 23, 2013 – LSI Corporation (NASDAQ: LSI) today reported results for its third quarter ended September 29, 2013.

Third Quarter 2013 Highlights

• Third quarter 2013 revenues of $607 million

• Third quarter 2013 GAAP* net income of $0.06 per diluted share

• Third quarter 2013 non-GAAP** net income of $0.17 per diluted share

• Third quarter 2013 operating cash flows of $63 million

Fourth Quarter 2013 Business Outlook

• Projected revenues of $580 million to $620 million

• GAAP* net income in the range of $0.01 to $0.11 per share

• Non-GAAP** net income in the range of $0.13 to $0.19 per share

• Company to limit operating expenses until business model is attained

* Generally Accepted Accounting Principles.

** Excludes stock-based compensation, amortization of acquisition-related intangibles, purchase accounting effect on inventory, restructuring of operations and other items, net, gain on remeasurement of a pre-acquisition equity interest to fair value, and gain/loss on sale/write-down of investments. It also excludes the income tax effect associated with the above-mentioned items.

“In a challenging macroeconomic environment we delivered solid third quarter results, with revenues growing sequentially from products for flash and networking as well as hard disk drives,” said Abhi Talwalkar, LSI’s President and CEO. “While our end markets are mixed, with near-term growth below earlier expectations, our outlook for future growth driven by the massive expansion in data and traffic in datacenters and mobile networks remains intact and we are well positioned to see growth as these markets improve.”

Third quarter 2013 revenues were $607 million, in line with guidance, compared to $624 million in the third quarter of 2012, and compared to $590 million in the second quarter of 2013.

Third quarter 2013 GAAP* net income was $37 million or $0.06 per diluted share, compared to third quarter 2012 GAAP net income of $40 million or $0.07 per diluted share. Second quarter 2013 GAAP net income was $25 million or $0.04 per diluted share. Third quarter 2013 GAAP net income included a net charge of $57 million from special items, consisting primarily of approximately $30 million of amortization of acquisition-related items, $20 million of stock-based compensation expense and $7 million of net restructuring and other items.

Third quarter 2013 non-GAAP** net income was $93 million or $0.17 per diluted share, compared to third quarter 2012 non-GAAP net income of $99 million or $0.17 per diluted share. Second quarter 2013 non-GAAP net income was $84 million or $0.15 per diluted share.

Cash and short-term investments totaled approximately $665 million at quarter end. The company completed third-quarter purchases of approximately 5 million shares of its common stock for approximately $41 million.

“In the third quarter we significantly expanded operating margins quarter over quarter and continued to generate strong cash flow,” said Bryon Look, LSI’s CFO. “Going forward we expect to hold non-GAAP operating expenses flat as we drive to achieve our business model targets.”

The company also announced it has declared a quarterly cash dividend of $0.03 per share. This dividend will be paid on December 20, 2013, to stockholders of record as of December 6, 2013.

LSI 4Q2013 Business Outlook

	GAAP*	Special Items	Non-GAAP**
Revenue	$580 million to $620 million		$580 million to $620 million
Gross Margin	49% to 53%	$17 million to $27 million	53.5% to 55.5%
Operating Expenses	$253 million to $273 million	$28 million to $38 million	$225 million to $235 million
Net Other Income	$1 million		$1 million
Tax	Approximately $7 million		Approximately $7 million
Net (Loss)/Income Per Share	$0.01 to $0.11	($0.08) to ($0.12)	$0.13 to $0.19
Diluted Share Count	565 million		565 million

Capital spending is projected to be around $20 million in the fourth quarter and approximately $85 million in total for 2013.

Depreciation and software amortization is projected to be around $16 million in the fourth quarter and approximately $62 million in total for 2013.

LSI Conference Call Information

LSI will hold a conference call today at 2 p.m. PDT to discuss third quarter 2013 financial results and the fourth quarter 2013 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 ability to achieve anticipated synergies and to develop integrated new products following our acquisition of SandForce; our ability to repurchase our common stock at prices we believe to be advantageous; our reliance on major customers and suppliers; our ability to keep up with rapid technological change; our ability to compete successfully in competitive markets; fluctuations in the timing and volumes of customer demand; the unavailability of appropriate levels of manufacturing capacity; our ability to generate cash at levels sufficient to pay a dividend; our ability to maintain sufficient surplus out of which we can pay dividends; whether we determine that continuing to pay a dividend is in our stockholders’ interest, and general industry and macro-economic 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 (NASDAQ: LSI) designs semiconductors and software that accelerate storage and networking in datacenters, mobile networks and client computing. Our technology is the intelligence critical to enhanced application performance, and is applied in solutions created in collaboration with our partners. More information is available at www.lsi.com.

LSI, the LSI & Design logo and Storage.Networking.Accelerated. are trademarks or registered trademarks of LSI Corporation in the United States and/or other countries.

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

Investor Relations Contact:	Media Relations Contact:
Sujal Shah	Dave Miller
610-712-5471	408-712-7813
sujal.shah@lsi.com	dave.c.miller@lsi.com

LSI CORPORATION

Condensed Consolidated Balance Sheets

(In millions)

(Unaudited)

	September 29, 2013			June 30, 2013			December 31, 2012
Assets
Current assets:
Cash and short-term investments	$	664.6		$	673.4		$	676.0
Accounts receivable, net		292.6			242.0			264.1
Inventories		170.1			173.6			206.3
Prepaid expenses and other current assets		66.7			68.6			80.4
Total current assets		1,194.0			1,157.6			1,226.8
Property and equipment, net		286.9			281.5			269.7
Goodwill and identified intangible assets, net		652.2			681.9			741.1
Other assets		118.2			113.6			118.6
Total assets	$	2,251.3		$	2,234.6		$	2,356.2
Liabilities and Stockholders’ Equity
Current liabilities	$	460.1		$	443.8		$	516.9
Pension, tax and other liabilities		638.7			650.5			679.6
Total liabilities		1,098.8			1,094.3			1,196.5
Stockholders’ equity:
Common stock and additional paid-in capital		5,503.8			5,516.8			5,578.8
Accumulated deficit		(3,777.5	)		(3,797.8	)		(3,840.8	)
Accumulated other comprehensive loss		(573.8	)		(578.7	)		(578.3	)
Total stockholders’ equity		1,152.5			1,140.3			1,159.7
Total liabilities and stockholders’ equity	$	2,251.3		$	2,234.6		$	2,356.2

LSI CORPORATION

Consolidated Statements of Operations (GAAP)

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 29, 2013		June 30, 2013		September 30, 2012		September 29, 2013		September 30, 2012
Revenues	$	606,943	$	589,583	$	623,962	$	1,765,162	$	1,905,959
Cost of revenues		272,458		268,341		287,390		797,310		886,876
Amortization of acquisition-related intangibles		19,746		19,746		21,348		59,238		64,086
Purchase accounting effect on inventory		—		—		—		—		14,458
Stock-based compensation expense		2,059		2,237		2,573		7,171		9,088
Total cost of revenues		294,263		290,324		311,311		863,719		974,508
Gross profit		312,680		299,259		312,651		901,443		931,451
Research and development		163,486		166,829		156,318		489,211		477,472
Stock-based compensation expense		8,810		9,619		11,170		30,838		35,451
Total research and development		172,296		176,448		167,488		520,049		512,923
Selling, general and administrative		66,199		67,540		69,722		203,089		206,046
Amortization of acquisition-related intangibles		9,883		9,883		8,667		29,649		26,001
Stock-based compensation expense		9,340		10,009		13,643		29,611		38,999
Total selling, general and administrative		85,422		87,432		92,032		262,349		271,046
Restructuring of operations and other items, net		6,739		7,807		4,221		34,998		26,174
Income from operations		48,223		27,572		48,910		84,047		121,308
Interest income and other, net		836		2,248		5,855		10,964		30,105
Income before income taxes		49,059		29,820		54,765		95,011		151,413
Provision for/(benefit from) income taxes		12,500		5,200		15,100		15,400		(22,162	)
Net income	$	36,559	$	24,620	$	39,665	$	79,611	$	173,575
Net income per share:
Basic	$	0.07	$	0.04	$	0.07	$	0.15	$	0.31
Diluted	$	0.06	$	0.04	$	0.07	$	0.14	$	0.30
Shares used in computing per share amounts:
Basic		545,451		548,282		555,197		547,978		561,708
Diluted		563,621		561,801		572,022		565,570		582,296

Reconciliations of certain GAAP measures to non-GAAP measures are included below.

	Three Months Ended							Nine Months Ended
	September 29, 2013		June 30, 2013		September 30, 2012			September 29, 2013		September 30, 2012
Reconciliation of GAAP net income to non-GAAP net income:
GAAP net income	$	36,559	$	24,620	$	39,665		$	79,611	$	173,575
Special items:
a) Stock-based compensation expense - cost of revenues		2,059		2,237		2,573			7,171		9,088
b) Stock-based compensation expense - R&D		8,810		9,619		11,170			30,838		35,451
c) Stock-based compensation expense - SG&A		9,340		10,009		13,643			29,611		38,999
d) Amortization of acquisition-related intangibles - cost of revenues		19,746		19,746		21,348			59,238		64,086
e) Amortization of acquisition-related intangibles - SG&A		9,883		9,883		8,667			29,649		26,001
f) Purchase accounting effect on inventory		—		—		—			—		14,458
g) Restructuring of operations and other items, net		6,739		7,807		4,221			34,998		26,174
h) Gain on sale of investments		—		—		(2,550	)		—		(2,550	)
i) Gain on re-measurement of a pre-acquisition equity interest to fair value		—		—		—			—		(5,765	)
j) Income tax effect		—		—		—			—		(43,198	)
Total special items		56,577		59,301		59,072			191,505		162,744
Non-GAAP net income	$	93,136	$	83,921	$	98,737		$	271,116	$	336,319
Non-GAAP income per share:
Basic	$	0.17	$	0.15	$	0.18		$	0.49	$	0.60
Diluted	$	0.17	$	0.15	$	0.17		$	0.48	$	0.58
Shares used in computing non-GAAP per share amounts:
Basic		545,451		548,282		555,197			547,978		561,708
Diluted		563,621		561,801		572,022			565,570		582,296

LSI CORPORATION

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Three Months Ended									Nine Months Ended
	September 29, 2013			June 30, 2013			September 30, 2012			September 29, 2013			September 30, 2012
Operating activities:
Net income	$	36,559		$	24,620		$	39,665		$	79,611		$	173,575
Adjustments:
Depreciation and amortization		46,335			45,547			45,671			136,167			136,318
Stock-based compensation expense		20,209			21,865			27,386			67,620			83,538
Non-cash restructuring of operations and other items, net		85			(266	)		698			6,415			5,739
Gain on sale of investments		—			—			(2,550	)		—			(2,550	)
Gain on re-measurement of a pre-acquisition equity interest to fair value		—			—			—			—			(5,765	)
(Gain)/loss on sale of property and equipment		(54	)		—			2,644			(58	)		2,574
Unrealized foreign exchange (gain)/loss		(1,452	)		(2,843	)		2,655			(3,706	)		(80	)
Deferred taxes		(416	)		(25	)		(72	)		(467	)		(43,246	)
Changes in assets and liabilities, net of assets acquired and liabilities assumed in business combination:
Accounts receivable		(50,605	)		(18,962	)		40,348			(28,915	)		931
Inventories		3,436			7,447			(5,091	)		36,006			(4,864	)
Prepaid expenses, assets held for sale and other assets		(1,398	)		(1,162	)		1,110			(10,515	)		(720	)
Accounts payable		(28,186	)		22,453			(25,186	)		(38,787	)		4,335
Accrued and other liabilities		38,416			(20,854	)		(15,471	)		(39,792	)		(70,481	)
Net cash provided by operating activities		62,929			77,820			111,807			203,579			279,304
Investing activities:
Purchases of debt securities available-for-sale		(45,941	)		(63,833	)		(22,087	)		(163,119	)		(94,456	)
Proceeds from maturities and sales of debt securities available-for-sale		42,686			26,900			11,767			93,703			29,523
Purchases of other investments		—			—			—			(750	)		—
Proceeds from sale of other investments		—			—			2,550			—			2,550
Purchases of property and equipment		(21,697	)		(18,282	)		(25,667	)		(65,054	)		(103,285	)
Proceeds from sale of property and equipment		183			55			1,374			265			1,626
Increase in non-current assets		(3,821	)		—			—			(3,821	)		—
Acquisition of business, net of cash acquired		—			—			—			—			(319,231	)
Net cash used in investing activities		(28,590	)		(55,160	)		(32,063	)		(138,776	)		(483,273	)
Financing activities:
Issuance of common stock		9,416			23,724			8,515			41,305			90,643
Payment of dividends to stockholders		(16,311	)		—			—			(16,311	)		—
Purchases of common stock under repurchase program		(41,207	)		(61,515	)		(50,062	)		(163,487	)		(226,247	)
Net cash used in financing activities		(48,102	)		(37,791	)		(41,547	)		(138,493	)		(135,604	)
Effect of exchange rate changes on cash and cash equivalents		443			(523	)		166			(1,587	)		269
Net change in cash and cash equivalents		(13,320	)		(15,654	)		38,363			(75,277	)		(339,304	)
Cash and cash equivalents at beginning of period		409,571			425,225			402,144			471,528			779,811
Cash and cash equivalents at end of period	$	396,251		$	409,571		$	440,507		$	396,251		$	440,507