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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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, 2001

LSI LOGIC CORPORATION

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(Exact name of Registrant as specified in its charter)

Delaware		0-11674		94-2712976
(State or other jurisdiction of		(Commission File Number)		(I.R.S. Employer Identification No.)
incorporation or organization)

1551 McCarthy Boulevard
Milpitas, California 95035

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Registrant’s telephone number, including area code:

(408) 433-8000

Not Applicable

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Item 5. Other Events.
Consolidated Condensed Statements of Operations
Consolidated Condensed Balance Sheets
SIGNATURE

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Item 5. Other Events.

     Set forth below is the Registrant’s Consolidated Condensed Statement of Operations and Consolidated Condensed Balance Sheets for the third quarter ended September 30, 2001.

 

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

					Three Months Ended								Nine Months Ended
					Sept. 30,				Sept. 30,				Sept. 30,				Sept. 30,
					2001				2000				2001				2000
Revenues					$	396,675			$	727,578			$	1,379,093			$	1,987,092
Costs and expenses:
	Cost of revenues:
			Cost of revenues			286,640				412,808				882,544				1,135,186
			Additional excess inventory and related charges			50,038				—				158,064				11,100
	Research and development					135,634				101,669				381,813				268,699
	Selling, general and administrative					80,128				79,099				236,579				224,418
	Acquired in-process research and development					19,100				54,155				96,600				70,488
	Restructuring of operations and other non-recurring items, net					132,531				—				192,370				2,781
	Amortization of acquisition related items including intangibles and non-cash deferred stock compensation *					84,530				41,156				204,195				66,812
		Total costs and expenses				788,601				688,887				2,152,165				1,779,484
(Loss)/ income from operations						(391,926	)			38,691				(773,072	)			207,608
Interest expense						(10,037	)			(10,176	)			(29,841	)			(31,392	)
Interest income and other, net						3,881				18,709				16,602				37,345
Gain on sale of equity securities						—				15,309				5,302				64,795
(Loss)/ income before income taxes						(398,082	)			62,533				(781,009	)			278,356
Provision/ (benefit) for income taxes						—				44,437				(39,198	)			103,441
Net (loss)/ income					$	(398,082	)		$	18,096			$	(741,811	)		$	174,915
(Loss)/ earnings per share:
	Basic				$	(1.09	)		$	0.06			$	(2.16	)		$	0.57
	Diluted **				$	(1.09	)		$	0.06			$	(2.16	)		$	0.52
Shares used in computing per share amounts:
	Basic					364,441				314,038				343,441				308,304
	Diluted					364,441				355,732				343,441				353,322

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*

The amortization of acquisition related items including intangibles and non-cash deferred stock compensation for the three month period ended September 30, 2001 are comprised of the following items:

Amortization of continuing intangibles		$	55,713
Amortization of newly purchased intangibles			2,012
Amortization of non-cash deferred stock compensation			26,805
		$	84,530

**		In computing diluted loss per share for the three and nine month periods ended September 30, 2001, common stock equivalents were excluded from the computation of diluted loss per share as a result of their antidilutive effect.
		In computing diluted earnings per share for the three month period ended September 30, 2000, net income was increased by $2,750 for interest, net of taxes, on the $345 million convertible notes considered dilutive common stock equivalents. In computing diluted earnings per share for the nine month period ended September 30, 2000, net income was increased by $8,248 for interest, net of taxes, on the $345 million convertible notes considered dilutive common stock equivalents.

 

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

				September 30,				December 31,
				2001				2000
Assets
Current assets:
	Cash and short-term investments			$	774.7			$	1,133.2
	Accounts receivable, net				224.2				522.7
	Inventories				307.5				290.4
	Prepaid expenses and other current assets				220.9				125.9
		Total current assets			1,527.3				2,072.2
Property and equipment, net					991.2				1,278.7
Goodwill and other intangibles					1,379.7				580.9
Other assets					611.8				265.7
		Total assets		$	4,510.0			$	4,197.5
Liabilities and Stockholders’ Equity
Current liabilities:
	Current liabilities			$	530.4			$	626.0
	Current portion of long-term debt, capital lease obligations and short-term borrowings				200.3				1.0
		Total current liabilities			730.7				627.0
Long-term debt, capital lease obligations and other noncurrent liabilities					1,089.2				1,066.7
		Total liabilities			1,819.9				1,693.7
Minority interest in consolidated subsidiaries					6.3				5.7
Stockholders’ equity:
	Common stock				2,883.2				1,934.7
	Deferred stock compensation				(152.8	)			(163.0	)
	Accumulated (deficit)/ earnings				(69.6	)			672.2
	Accumulated other comprehensive income				23.0				54.2
		Total stockholders’ equity			2,683.8				2,498.1
		Total liabilities and stockholders’ equity		$	4,510.0			$	4,197.5

 

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

	LSI LOGIC CORPORATION A Delaware Corporation
Dated: October 25, 2001	By:	/s/ Bryon Look
		Bryon Look Executive Vice President & Chief Financial Officer