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): January 25, 2006
LSI LOGIC CORPORATION
(Exact name of registrant as specified in its charter)
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| DELAWARE
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1-10317
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94-2712976 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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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.
On January 25, 2006, LSI Logic Corporation (referred to here as “LSI Logic” or the “Company”)
issued a news release regarding its financial results for the fourth
quarter ended December 31, 2005. A
copy of the news release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated by
reference herein.
Use of Non-GAAP Financial Information
LSI Logic has referenced non-GAAP financial information in the news release. LSI Logic management
believes that the results of operations excluding special items presented herein for the three- and
12-month periods ended December 31, 2005 and December 31, 2004, and the three-month period ended
October 2, 2005 provide useful information to investors regarding results of operations, as they
exclude charges, expenses, gains, and losses that are not directly related to the Company’s ongoing
business results and/or stem from purchase business combinations. These business results are used
by management for evaluating historical performance in addition to being used for the Company’s
forecasting and planning for future periods. Restructuring of operations, acquisition-related
amortization including intangibles and non-cash deferred stock compensation and other special items
are examples of charges that are not directly related to the Company’s ongoing business results
and/or stem from purchase business combinations. For a complete reconciliation of special items
excluded from our results of operations for the three- and 12-month periods ended December 31,
2005 and December 31, 2004, and the three-month period ended October 2, 2005, refer to the tables
furnished in the news release attached as Exhibit 99.1.
Results of operations excluding special items for the periods presented are provided for
illustrative purposes only and should be read in conjunction with the comparable information
presented in accordance with generally accepted accounting principles in the United States and the
Company’s most recent annual report on Form 10-K for the twelve months ended December 31, 2004.
Item 8.01 Other Events.
The Company reported revenues of $506 million in the fourth quarter of 2005, compared to revenues
of $482 million reported in the third quarter of 2005, and a 21 percent increase compared to the
$420 million reported in the fourth quarter of 2004.
Fourth
quarter net income was $38 million or 9 cents per diluted share. The fourth quarter 2005
results compare to third quarter 2005 net loss of $73 million or 19 cents per diluted share. The
third quarter 2005 net loss was primarily attributable to the $91 million restructuring charge
associated with the planned sale of the Company’s Gresham, Oregon manufacturing facility. Fourth
quarter 2004 net loss was $197 million or 51 cents per diluted share, and included a $178 million
non-cash charge for the impairment of the Gresham, Oregon facility.
Cash and short-term investments totaled $939 million at the end of the fourth quarter of 2005.
The Company recorded 2005 revenues of $1.92 billion, a 13 percent increase compared to $1.70
billion in 2004.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
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Exhibit No.
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Description |
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99.1
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LSI Logic Corporation News Release issued January 25, 2006* |
*Furnished, not filed