U S ROBOTICS CORP/DE/
8-K, 1997-01-22
TELEPHONE & TELEGRAPH APPARATUS
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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 l934
                                

 Date of Report (Date of earliest event reported) January 21, 1997


                    U.S. Robotics Corporation
     (Exact name of registrant as specified in its charter)
                                

    Delaware                0-25630                 36-3994412
(State or other       (Commission File No.)        (IRS Employer
jurisdiction of                                    Identification
 incorporation)                                         No.)

        8100 North McCormick Boulevard
             Skokie, Illinois                            60076
(Address of principal executive offices)               (Zip Code)


                         (847) 982-5010
      (Registrant's Telephone Number, Including Area Code)













<PAGE>

Item 5.   Other Events

   On January 21, 1997, the Registrant issued a press release
announcing its results of operations for its first quarter, which
ended December 29, 1996.  The press release is attached as an
exhibit.


Item  7.  Financial Statements, Pro Forma Financial Statements
          and Exhibits

(c)  Exhibits.

         99    Press Release dated January 21, 1997.














<PAGE>

                           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.


                              U.S. Robotics Corporation

Date: January 21, 1997        BY: /s/ Mark Remissong
                              
                              Mark Remissong
                              Vice President and Chief Financial
                              Officer



















<PAGE>

Contact:  Karen J. Novak
          (Media Only)
          847-982-5244
          C. David Hall
          (Investor Relations)
          847-982-5162
                                
  U.S. ROBOTICS REPORTS RECORD REVENUES AND EARNINGS FOR FIRST
            QUARTER; REVENUES UP 77%, EARNINGS UP 66%
                                
       --First Quarter Revenues a Record $645.4 Million--
- -First Quarter Earnings, a Record $69.0 Million ($.72 per Share)-            -

SKOKIE,   Illinois  --   January  21,  1997  --    U.S.  Robotics
Corporation  (NASDAQ:USRX)  today  reported  record  revenues  of
$645.4 million and record net earnings of $69.0 million ($.72 per
share  on 96.3 million weighted averages shares outstanding)  for
its fiscal first quarter ended December 29, 1996.

Revenues for the first quarter of fiscal 1997 increased 77%  over
the  $364.8 million recorded for the corresponding quarter of the
previous year.  Net earnings for the first quarter of fiscal 1997
increased  66%  from  the $41.6 million recorded  for  the  first
quarter  of  fiscal 1996. Net earnings per share for the  quarter
were   $.72,  based  on  96.3  million  weighted  average  shares
outstanding,  compared to $.45 on 92.9 million  weighted  average
shares outstanding for the first quarter of the prior year.

The  company  attributed  the growth in  revenues  to  continuing
strong  demand for its products in all of the markets  it  serves
worldwide,  noting  that increased unit sales of  its  PC-related
products  were  the  primary reason for the higher  revenues  and
earnings. Unit sales of the company's PC-related products,  which
include  desktop  modems, PC card modems and the Pilot  connected
organizer,  in  the  first quarter were  up  80%,  while  average
selling prices for these products were unchanged compared to  the
corresponding period in 1996.

Gross margins increased to 42.8 % in the current quarter compared
to 41.8% for the corresponding period in 1996.  This increase was
due primarily to reductions in the manufactured cost of the

                                -more-

<PAGE>
2-2-2-2-2-2-2
U.S. ROBOTICS REPORTS RECORD REVENUES AND EARNINGS FOR FIRST
QUARTER; REVENUES UP 77%, EARNINGS UP 66%

company's  products, partially offset by changes in  the  mix  of
products  sold  in each of the periods. Operating  expenses  were
$165.0 million or 25.6% of sales in the quarter compared to $88.9
million  or 24.3% of sales in the corresponding period  of  1996.
The  increase  was  related primarily to  increased  selling  and
marketing costs.

The increased commitment of resources to sales activities relates
to  the company's entire business but is particularly critical to
expanding  international sales of its network  systems  products.
Substantial  marketing expenditures also were made in  connection
with   the  introduction  of  the  company's  new  x2  technology
(56Kbps).   x2  is  a key breakthrough in modem  technology  that
enables  Internet  and  other network downstream  connections  at
speeds  nearly  twice as fast as those currently  available  over
standard telephone lines.

Revenues for the first quarter of fiscal 1997 increased by  $34.0
million,  or 6% over the $611.4 million reported for  the  fourth
quarter  of  fiscal  1996. Net earnings  for  the  first  quarter
increased 411% to $69.0 million from the $13.5 million posted for
the preceding quarter. Net earnings per share increased $.58 over
the  previous  quarter's $.14 per share on 95.7 million  weighted
averages  shares  outstanding. Included  in  the  fourth  quarter
results was an acquisition related non-recurring charge of  $54.0
million. Excluding the non-recurring charge, net earnings for the
fourth  quarter  of fiscal 1996 were $67.5 million  or  $.71  per
share.

Revenues  from sales of the company's desktop and PC  card  modem
products  increased slightly as a percentage  of  total  revenues
during  the  quarter.   The  change in the  percentage  of  total
revenues  attributable  to  the  sale  of  systems  products  was
primarily  due to lower shipments to a single large  customer  in
the  December  quarter compared to the September quarter.   Total
international sales for the quarter were $193.5 million,  or  30%
of  total  sales,  up from 25% for the fourth quarter  of  fiscal
1996.

Sales   of   modem  products  to  end  users  by  the   company's
distribution channel partners increased significantly during  the
first  quarter,  continuing an established  trend.  Shipments  of
Sportster products by

                             -more-
<PAGE>

3-3-3-3-3-3
U.S.  ROBOTICS  REPORTS RECORD REVENUES AND  EARNINGS  FOR  FIRST
QUARTER; REVENUES UP 77%, EARNINGS UP 66%

the  company to its distributors were extremely strong during the
last  two  weeks of December. This was due to the fulfillment  of
replenishment orders received from these customers at  the  close
of  the  holiday  selling season.  At the  end  of  the  December
quarter,  Sportster  inventory  levels  held  by  North  American
distribution  channel customers, as measured in weeks  of  sales,
were essentially unchanged from those at the end of the September
quarter.

Gross  margins increased 42.8% in the December quarter from 41.9%
in  the  September  quarter.  The increase was primarily  due  to
reduced  costs  to manufacture the company's products,  partially
offset by changes in product mix.

Total  operating  expenses  for the  first  quarter  were  $165.0
million  or  25.6% of net sales. As a percentage  of  net  sales,
these  expenses  increased slightly from 24.3% in  the  preceding
quarter.   The  primary  reasons were increased  employee-related
costs  stemming  from  a 6% rise in the number  of  employees  in
sales,  marketing and research and development during the quarter
as  well  as  increases  in  spending related  to  marketing  and
advertising programs due to the company's x2 launch. The  company
continued  to  make  substantial  investments  in  building   its
worldwide  sales force, expanding it approximately  5%  over  and
above the 20% increase in the September quarter.

Outlook

The  following statements include forward-looking statements  and
actual results may differ materially.

Commenting  on  the  quarter, U.S. Robotics President  and  Chief
Operating  Officer John McCartney said, "Demand continues  to  be
strong   for  our  expanding  portfolio  of  information   access
products,  including  Total  Control  Enterprise  Network   Hubs,
Sportster   modems,  Megahertz  PC  cards  and  Pilot   connected
organizers.  In addition, the coming availability of  our  x2  56
Kbps  technology  is  expected to have  a  widespread  impact  on
Internet users by enabling them to have a more satisfying  online
experience."

Mr.  McCartney added that the company expects demand for  all  of
its  product lines to continue to grow substantially  during  the
remainder of the 1997
                             -more-

<PAGE>
4-4-4-4-4-4-4-4
U.S.  ROBOTICS  REPORTS RECORD REVENUES AND  EARNINGS  FOR  FIRST
QUARTER; REVENUES UP 77%, EARNINGS UP 66%


fiscal  year  as  world-wide requirements for highly  integrated,
cost-effective, end-to-end information access solutions increase.

Mr. McCartney stated that revenue growth in the second quarter of
1997  will depend to a large extent on the timing of its Internet
and  online  service  provider  customers  making  available   x2
(56Kbps) service and the resultant consumer and corporate  demand
for  x2  enabled  products.  While gross  margin  increased  0.9%
during  the  December  quarter, he reiterated  that  the  company
expects  gross  margins for 1997 to remain  consistent  with  the
approximately 41%-42% achieved during recent quarters.

The  company's  ability to achieve its revenue and  profitability
objectives in fiscal 1997 will depend on many factors beyond  the
company's control. These include the timing and market acceptance
of   x2  and  other  new  products  and  features  announced  and
introduced by the company and its competitors, and the extent  to
which  the  company  is  successful in implementing  its  ongoing
strategy   of   continuously   improving   the   performance/cost
characteristics  of  its products through  improved  designs  and
manufacturing  efficiencies. Other factors include rapid  changes
in  technologies and standards relating to information access and
telecommunications.

The  foregoing  forward-looking statements involve  a  number  of
risks  and  uncertainties. In addition to the  factors  discussed
above, among the other factors that could cause actual results to
differ  materially are those listed in the company's most  recent
report  on  Form  10-K and included from time to  time  in  other
documents  filed by the company with the Securities and  Exchange
Commission.

U.S. Robotics is one of the world's leading suppliers of products
and  systems  that  provide  access to information.  The  company
designs,   manufactures,  markets  and  supports  remote   access
servers, enterprise communications systems, desktop/mobile client
products and modems and telephony products that connect computers
and  other  equipment over analog, digital and switched  cellular
networks,  enabling  users to gain access to,  manage  and  share
data,  fax and voice information. Its customers include  Internet
service  providers,  regional  Bell operating  companies,  inter-
exchange  carriers  and  a wide range of other  large  and  small
businesses, institutions and individuals.

                          #############
Tables follow.
































<PAGE>

U.S. Robotics Corporation and Subsidiaries
Consolidated Statement of Earnings
(Dollars in thousands, except earnings per share data)
(UNAUDITED)

                                               
                               Quarter            Quarter
                                Ended              Ended
                              12/29/96    %       12/31/95    %
                              ---------------  -----------------
Net sales                     $645,412  100.0     $364,812  100.0
Cost of goods sold             369,414   57.2      212,196   58.2
                              --------  -----     --------  -----
Gross profit                   275,998   42.8      152,616   41.8
                                                                 
Operating expenses                                               
  Selling & marketing          100,750   15.6       47,790   13.1
  General & administrative      30,018    4.7       17,625    4.8
  Research & development        34,230    5.3       23,453    6.4
                              --------  -----     --------  -----
  Total operating expenses     164,998   25.6       88,868   24.3
                                                                 
Operating profit               111,000   17.2       63,748   17.5
                                                                 
Interest income                    192    0.0        3,271    0.9
                                                                 
Interest expense                 1,779    0.3        1,220    0.3
                                                                 
Other income (expense)             331    0.1         (218)  (0.1)
                              --------  -----      --------  -----
                                                                  
Earnings before income taxes   109,744   17.0       65,581   18.0
                                                                 
Income tax expense              40,715    6.3       23,936    6.6
                              --------  -----     --------  -----
                                                                 
Net earnings                  $ 69,029   10.7     $ 41,645   11.4
                              ========            ========
                                                                 
Net earnings per share        $    .72            $    .45 (A)
                              ========            ========       
                                                                  
                                                                  
(A) Adjusted to reflect the two-for-one stock split in the form of a
100% stock dividend paid on May 10, 1996.














<PAGE>

U.S. Robotics Corporation and Subsidiaries
Condensed Consolidated Balance Sheet
(Dollars in thousands)
(UNAUDITED)

                                     December 29,   September 29,
                                         1996            1996
                                     ------------   -------------
                                                           
                              ASSETS
                                 
CURRENT ASSETS                                      
  Cash and cash equivalents           $   18,726      $   16,814
  Accounts receivable - net              631,185         490,040
  Inventories                            152,164         185,855
  Deferred income taxes                   43,077          45,493
Prepaid expenses and other current                                
  assets                                  12,018          12,407
                                      ----------      ----------
     Total current assets                857,170         750,609
                                                                  
PROPERTY, PLANT & EQUIPMENT- NET         311,674         276,591
                                                                  
OTHER ASSETS                              47,505          40,083
                                      ----------      ----------
                                      $1,216,349      $1,067,283
                                      ==========      ==========
                                                                  
             LIABILITIES  AND  STOCKHOLDERS'  EQUITY
                                 
CURRENT LIABILITIES                                               
Current maturities of long-term                                   
  obligations                         $    12,303       $  12,174
  Short-term obligations                   50,000          32,500
  Accounts payable                        149,170         130,959
  Accrued liabilities                     143,336         138,747
  Income taxes payable                     32,664          19,324
                                       ----------       ---------
     Total current liabilities            387,473         333,704
                                                                  
LONG-TERM OBLIGATIONS                      54,922          54,044
                                                                  
DEFERRED INCOME TAXES                       8,641           7,665
                                                                  
STOCKHOLDERS' EQUITY                                              
  Common stock                                889             882
  Additional contributed capital          381,639         356,265
  Retained earnings                       381,521         312,492
                                       ----------      ----------
                                          764,049         669,639
Cumulative translation adjustment                                 
  and other                                 1,264           2,231
                                       ----------      ----------
       Total stockholders' equity         765,313         671,870
                                       ----------      ----------
                                       $1,216,349      $1,067,283
                                       ==========      ==========

















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