PMCS (MM)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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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 27, 2015

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PMC-SIERRA, INC.
(Exact name of Registrant as specified in its charter)

1380 Bordeaux Drive
Sunnyvale, CA 94089
(Address of Principal Executive Offices) (Zip Code)

(408) 239-8000
(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:

⃞ 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))

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On April 27, 2015, PMC-Sierra, Inc. (“the Registrant”) issued a press release reporting the financial results for its fiscal first quarter ended March 28, 2015.  The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The information in this Form 8-K and the Exhibit, attached hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

As a supplement to the Registrant's condensed consolidated financial statements presented on a generally accepted accounting principles (“GAAP”) basis, the Registrant provides additional non-GAAP measures for cost of revenues, gross profit, gross profit percentage, research and development expense, net, selling, general and administrative expense, amortization of purchased intangible assets, other income (expense), provision for income taxes, operating expenses, operating income (loss), net income (loss), and basic and diluted net income (loss) per share in its press release, along with reconciliations to each of the most comparable GAAP measures.

A non-GAAP financial measure is a numerical measure of a company's performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. The Registrant believes that the additional non-GAAP measures are useful to investors for the performance of financial analysis. Management uses these measures internally to evaluate its in-period operating performance and the measures are used for planning and forecasting of the Registrant's future periods. However, non-GAAP measures are not in accordance with, nor are they a substitute for, GAAP measures. Other companies may use different non-GAAP measures and presentation of results.

SIGNATURE

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.

EXHIBIT INDEX

Exhibit 99.1

PMC Reports First Quarter 2015 Results

Q1 2015 earnings announcement call live on http://investor.pmcs.com at 1:30 p.m. PT

Conference call: 1 (888) 505-4375 or 1 (719) 325-2472 outside North America; passcode 6526275#

Replay available shortly after end of conference call through May 27, 2015

SUNNYVALE, Calif.--(BUSINESS WIRE)--April 27, 2015--PMC-Sierra, Inc. (PMC®) (Nasdaq: PMCS), the semiconductor and software solutions innovator transforming networks that connect, move and store big data, today reported results for the first quarter ended March 28, 2015.

Net revenues in the first quarter of 2015 totaled $133.1 million, an increase of 5 percent compared to $126.5 million in the first quarter of 2014, and a decrease of 3 percent from $136.9 million in the fourth quarter of 2014. Storage product revenues in the first quarter of 2015 totaled $96.5 million, an increase of 11 percent from $87.0 million in the first quarter of 2014.

GAAP net income in the first quarter of 2015 totaled $4.7 million or $0.02 per diluted share, compared to GAAP net loss in the first quarter of 2014 of $4.2 million or $0.02 per share, and GAAP net income in the fourth quarter of 2014 of $2.3 million or $0.01 per diluted share.

Non-GAAP net income in the first quarter of 2015 totaled $20.9 million or $0.10 per diluted share, compared to non-GAAP net income in the first quarter of 2014 of $16.0 million or $0.08 per diluted share, and to non-GAAP net income in the fourth quarter of 2014 of $22.7 million or $0.11 per diluted share.

“We experienced strong year-over-year growth in storage at eleven percent, representing a solid start for the year,” said Greg Lang, PMC president and chief executive officer. “And, with our four key drivers firmly in place, we remain positive about top and bottom line growth prospects for the balance of 2015.”

For a full reconciliation of each non-GAAP item used herein to the most directly comparable GAAP financial measure, please refer to the schedule included with this release. The Company believes the additional non-GAAP measures are useful to investors for the purpose of financial analysis. Management uses the non-GAAP measures internally to evaluate its in-period operating performance before gains, losses and other charges that are considered by management to be outside of the Company’s core operating results. In addition, the measures are used to plan for the Company’s future periods. However, non-GAAP measures are neither stated in accordance with, nor are they a substitute for, GAAP measures.

FIRST QUARTER HIGHLIGHTS

The Company announced the following in the first quarter of 2015:

• On Mar. 24, PMC announced an OTN-based solution for fronthaul networking in Centralized Baseband RAN (C-RAN) architectures used for LTE and LTE-Advanced systems. Until now, C-RAN deployments have been stalled by complex fronthaul latency and timing requirements. PMC’s solution meets the required latency and beats jitter specifications with up to 75 percent margin, enabling OTN to be used to implement carrier-grade fronthaul.
• On Mar. 18, PMC introduced its latest DIGI OTN processor, enabling the transition to 400G line cards in OTN switched metro networks. The new DIGI-G4 is the industry’s densest single-chip 4x100G OTN processor with 50 percent less power per port than the previous generation. It addresses the needs of an SDN-ready, encrypted transport infrastructure. DIGI-G4 delivers the capacity, security and flexibility required for 400G line cards in packet optical transport platforms (P-OTP), ROADM/WDM and optimized data center interconnect platforms.
• On Mar. 18, PMC also received the Lightwave Innovation Award for the DIGI-G4 OTN processor, earning an impressive score of 4.5 out of 5, one of the highest scores awarded by the judges. The 2015 Lightwave Innovation Awards judges comprised a panel of industry experts, including service providers, technology developers, industry analysts and journalists.
• On Feb. 9, PMC announced that its board of directors authorized a new share repurchase program for up to $75 million of its common stock. This new program increases the total remaining repurchase authorization to $102 million, including the $27 million that remains available for repurchases under the $275 million 2012 share repurchase authorization. During Q1 2015, PMC repurchased 6.1 million shares of common stock. Since PMC began its first share repurchase program in 2011, PMC has repurchased and retired 60.4 million shares at a total cost of $385.2 million.

First Quarter 2015 Conference Call

Management will review first quarter 2015 results and share its outlook for the second quarter of 2015 during a conference call at 1:30 p.m. Pacific Time/4:30 p.m. Eastern Time on April 27, 2015. The conference call webcast will be accessible under the Financial News and Events section at http://investor.pmcs.com. To listen to the conference call by telephone, dial 1 (888) 505-4375 or 1 (719) 325-2472 outside North America with passcode 6526275# approximately ten minutes before the start time. A telephone playback will be available until May 27, 2015, and can be accessed at 1 (888) 203-1112 or 1 (719) 457-0820 outside North America using passcode 6526275#.

Safe Harbor Statement

This release contains forward-looking statements that involve risks and uncertainties. The Company’s SEC filings, including the Company’s most recent reports on Form 10-K and Form 10-Q, describe the risks associated with the Company’s business, including PMC’s limited revenue visibility due to variable customer demands, market segment growth or decline, orders with short delivery lead times, customer concentration, changes in inventory, and other items such as tax rates, foreign exchange rates and volatility in global financial markets.

About PMC

PMC (Nasdaq:PMCS) is the semiconductor and software solutions innovator transforming networks that connect, move and store big data. Building on a track record of technology leadership, the Company is driving innovation across storage, optical and mobile networks. PMC’s highly integrated solutions increase performance and enable next-generation services to accelerate the network transformation. For more information, visit www.pmcs.com. Follow PMC on Facebook, Twitter, LinkedIn and RSS.

© Copyright PMC-Sierra, Inc. 2015. All rights reserved. PMC and PMC-SIERRA are registered trademarks of PMC-Sierra, Inc. in the United States and other countries, PMCS is a trademark of PMC-Sierra, Inc. PMC disclaims any ownership rights in other product and company names mentioned herein. PMC is the corporate brand of PMC-Sierra, Inc.

As a supplement to the Company's condensed consolidated financial statements presented in accordance with generally accepted accounting principles ("GAAP"), the Company provides additional non-GAAP measures for cost of revenues, gross profit, gross profit percentage, research and development expense, net, selling, general and administrative expense, amortization of purchased intangible assets, other income (expense), provision for income taxes, operating expenses, operating income (loss), operating margin, net income (loss), and net income per share - basic and diluted.

A non-GAAP financial measure is a numerical measure of a company's performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. The Company believes that the additional non-GAAP measures are useful to investors for the purpose of financial analysis. Management uses these measures internally to evaluate the Company's in-period operating performance before gains, losses and other charges that are considered by management to be outside of the Company's core operating results. In addition, the measures are used for planning and forecasting of the Company's future periods. However, non-GAAP measures are not in accordance with, nor are they a substitute for, GAAP measures. Other companies may use different non-GAAP measures and presentation of results.

CONTACT:
PMC-Sierra, Inc.
Joel Achramowicz
Director, Investor Relations
1-408-239-8630
Joel.Achramowicz@pmcs.com
or
Kim Mason
Manager, Corporate Communications
1-604-415-6239
Kim.Mason@pmcs.com