SECURITIES AND EXCHANGE COMMISSION 			 WASHINGTON, D.C. 20549 			 FORM 10-Q [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 		 SECURITIES EXCHANGE ACT OF 1934 		 	 for the quarterly period ended November 30, 1996 				 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 		 SECURITIES EXCHANGE ACT OF 1934 		 Commission file number 0-7422 		 STANDARD MICROSYSTEMS CORPORATION 	 (Exact name of registrant as specified in its charter) DELAWARE 11-2234952 	 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 	 80 ARKAY DRIVE, HAUPPAUGE, NEW YORK 11788 		 	 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 516-273-3100 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 		Yes ____X____ No ________ As of January 13, 1997 there were 13,916,781 shares of the registrant's common stock outstanding. PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS STANDARD MICROSYSTEMS CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share data) 						 November 30, February 29, 							1996 1996 Assets Current assets: Cash and cash equivalents $ 10,207 $ 18,459 Accounts receivable, net of allowance for doubtful accounts of $1,883 and $1,369, respectively 52,751 55,976 Inventories 69,269 60,408 Deferred tax benefits 9,184 8,607 Other current assets 14,131 5,434 									 Total current assets 155,542 148,884 									 Property, plant and equipment: Land 3,832 3,832 Buildings and improvements 28,034 26,839 Machinery and equipment 123,600 109,235 						 155,466 139,906 Less: accumulated depreciation 92,187 79,698 									 Property, plant and equipment, net 63,279 60,208 									 Other assets 41,913 51,567 									 						 $260,734 $260,659 									 Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 37,109 $ 30,801 Accrued expenses and other liabilities 20,183 23,884 Income taxes payable 153 1,096 									 	Total current liabilities 57,445 55,781 									 									 Minority interest in subsidiary 11,386 11,376 									 Shareholders' equity: Preferred stock, $.10 par value- Authorized 1,000,000 shares, none outstanding - - Common stock, $.10 par value- Authorized 30,000,000 shares, outstanding 13,898,000 and 13,711,000 shares, respectively 1,390 1,371 Additional paid-in capital 86,837 84,737 Retained earnings 98,422 100,217 Unrealized holding gain, net of tax 1,195 2,226 Foreign currency translation adjustment 4,073 4,951 Treasury stock (14) - 									 	Total shareholders' equity 191,903 193,502 	 						 $260,734 $260,659 Interim figures are subject to independent year-end audit. STANDARD MICROSYSTEMS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share data) 						 				 Three Months Ended Nine Months Ended 									 					 November 30, November 30, 					 1996 1995 1996 1995 Revenues $93,769 $ 90,570 $293,057 $248,213 Cost of goods sold 65,421 52,914 197,884 159,339 									 Gross profit 28,348 37,656 95,173 88,874 									 Operating expenses: Research and development 7,118 7,749 19,272 23,937 Selling, general and administrative 22,244 27,468 71,053 79,659 Amortization of intangible assets 1,160 1,572 3,620 6,816 									 					30,522 36,789 93,945 110,412 									 Income (loss) from operations (2,174) 857 1,228 (21,538) 									 Other income (expense): Interest income 154 74 420 299 Interest expense (151) (325) (488) (778) Litigation settlement (4,057) - (4,057) - Other income (expense), net (15) (23) 145 (141) 					(4,069) (274) (3,980) (620) 									 Income (loss) before minority interest and provision for income taxes (6,243) 593 (2,752) (22,158) 									 Minority interest in net income of subsidiary 10 76 10 153 									 Income (loss) before provision for income taxes (6,253) 517 (2,762) (22,311) Provision for (benefit from) income taxes (2,399) 214 (967) (7,508) 									 Net income (loss) $(3,854) $ 303 $ (1,795) $(14,803) 									 								 Net income (loss) per common and common equivalent share $ (0.28) $ 0.02 $ ( 0.13) $ (1.11) Weighted average common and common equivalent shares outstanding 13,877 13,519 13,817 13,325 Interim figures are subject to independent year-end audit. STANDARD MICROSYSTEMS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) 								 Nine Months Ended 									 								 November 30, 									 								 1996 1995 Cash flows from operating activities: Cash received from customers $ 295,680 $ 273,037 Cash paid to suppliers and employees (280,150) (262,355) Interest received 414 290 Interest paid (611) (957) Income taxes paid (1,380) (3,470) Cash paid for litigation settlement (4,057) - 					 Net cash provided by operating activities 9,896 6,545 					 Cash flows from investing activities: Capital expenditures (16,289) (28,231) Investment in Chartered Semiconductor Pte Ltd. - (13,990) Investment in Accelerix Incorporated (1,434) - Other (291) 44 					 Net cash used for investing activities (18,014) (42,177) 					 					 Cash flows from financing activities: Proceeds from issuance of common stock 434 1,168 Borrowings under line of credit agreements 26,610 32,000 Repayments of borrowings under line of credit agreements (26,610) (14,000) 					 Net cash provided by financing activities 434 19,168 					 Effect of foreign exchange rate changes on cash and cash equivalents (568) (420) 					 Net decrease in cash and cash equivalents (8,252) (16,884) Cash and cash equivalents at beginning of period 18,459 29,478 					 					 Cash and cash equivalents at end of period $ 10,207 $ 12,594 					 					 					 Reconciliation of net loss to net cash provided by operating activities: 					 Net loss $ (1,795) $ (14,803) Adjustments to reconcile net loss to net cash provided by operating activities: 					 Depreciation and amortization 16,851 14,988 Other adjustments, net 1,292 968 								 Changes in operating assets and liabilities: Accounts receivable 2,602 24,696 Inventories (8,995) (4,458) Accounts payable and accrued expenses and other liabilities 3,276 (4,577) Other changes, net (3,335) (10,269) 					 Net cash provided by operating activities $ 9,896 $ 6,545 Interim figures are subject to independent year-end audit. 					 					 STANDARD MICROSYSTEMS CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 				 		 			 1. The interim financial statements furnished reflect all adjustments 	(consisting of only normal and recurring adjustments) which are, 	in the opinion of management, necessary to present a fair statement 	of the Company's financial position and results of operations for the 	three and nine month periods ended November 30, 1996. The financial 	statements should be read in conjunction with the summary of 	significant accounting policies and notes to consolidated financial 	statements included in the Company's annual report on Form 10-K filed 	with the Securities and Exchange Commission for the fiscal year ended 	February 29, 1996. 								 								 2. Inventories are valued at the lower of first-in, first-out cost or 	market and consist of the following (in thousands): 								 				 Nov. 30, 1996 Feb. 29, 1996 							 								 		Raw Materials $10,703 $ 9,556 		Work in Process 35,577 34,622 		Finished Goods 22,989 16,230 								 				 $69,269 $60,408 								 3. Commitments and Contingencies 	In September 1996, the Company reached an agreement with Penril 	DataComm Networks, Inc., to settle a legal action initiated by 	Penril in June 1993. In 1990 and 1991, Penril had entered into 	technology and product agreements with Sigma Networks Systems, 	Inc., which was subsequently acquired by SMC in December 1992. 	Sigma became a wholly-owned subsidiary of SMC and was renamed 	SMC Enterprise Networks, Inc. In January 1996, SMC sold the 	business of SMC Enterprise Networks to Cabletron Systems Inc. 	SMC and Penril agreed to a settlement under which all claims of both 	parties were dismissed, with prejudice. As a result, SMC 	recorded a $4.1 million pretax charge in the third quarter 	of fiscal 1997. 4. Long-term Debt 	During the third quarter of fiscal 1997, the Company obtained 	waivers respecting the failure to meet a financial condition 	covenant under its $25.0 million line of credit agreement. Management's Discussion and Analysis of Financial Condition and Results of Operations 		 Results of Operations The following table presents the Company's Consolidated Statements of Income, as percentages of revenues, for the three and nine month periods ended November 30, 1996 and 1995: 					 3 Months 9 Months Periods ended November 30, 1996 1995 1996 1995 								 Revenues 100.0% 100.0% 100.0% 100.0% Cost of goods sold 69.8 58.4 67.5 64.2 									 Gross profit 30.2 41.6 32.5 35.8 									 Research and development 7.6 8.6 6.6 9.7 Selling, general and administrative 23.7 30.3 24.3 32.1 Amortization of intangible assets 1.2 1.7 1.2 2.7 									 Total operating expenses 32.5 40.6 32.1 44.5 							 Income (loss) from operations (2.3) 1.0 0.4 (8.7) 									 Other income (expense), net (4.4) (0.3) (1.3) (0.2) 									 Income (loss) before minority interest and taxes (6.7) 0.7 (0.9) (8.9) 									 Minority interest in net income of subsidiary - 0.1 - 0.1 									 Income (loss) before provision for income taxes (6.7) 0.6 (0.9) (9.0) 									 Provision for (benefit from) income taxes (2.6) 0.3 (0.3) (3.0) 									 Net income (loss) (4.1)% 0.3 % (0.6)% (6.0)% Results of Operations by Industry Segment The following table presents the Company's revenues and operating income by industry segment for the three and nine month periods ended November 30, 1996 and 1995 (in millions): 					 3 Months 9 Months Periods ended November 30, 1996 1995 1996 1995 Component products Integrated circuit revenues $43.7 $28.9 $138.8 $ 85.1 Foundry device revenues 1.9 4.7 12.6 10.5 Total component products revenues $45.6 $33.6 $151.4 $ 95.6 Operating income 5.0 9.1 21.2 26.2 % of revenues 10.9 % 27.0 % 14.0 % 27.4 % System products Adapter revenues $32.7 $40.8 $ 99.0 $107.5 Hub and switch revenues 10.6 11.2 29.4 32.3 Total system products revenues $43.3 $52.0 $128.4 $139.8 Operating loss (2.0) (4.4) (3.8) (33.0) % or revenues (4.7)% (8.5)% (3.0)% (23.6)% Toyo Microsystems Corporation Revenues $ 4.8 $ 5.0 $ 13.3 $ 12.8 Operating income - 0.4 - 0.7 % of revenues 0.7 % 7.4 % 0.2 % 5.4 % General, corporate and other Operating expenses and other ($ 5.2) ($ 4.2) ($ 16.1) ($ 15.4) Standard Microsystems Corporation conducts its operations primarily through the Component Products Division and the System Products Division. The Component Products Division designs, produces and markets very-large- scale-integrated circuits, mainly for control of various personal computer functions, and specialized semiconductor-related products that are produced in SMC's own foundry. The System Products Division designs, produces and markets products that connect personal computers to, and allow communications over, local area networks (LANs). The Company's subsidiary, Toyo Microsystems Corporation (TMC), sells component and system products in the Japanese market. Transfers between industry segments are excluded from the above figures. The majority of these transfers consist of component and system products shipped to TMC for resale in Japan. Revenues The Company's revenues rose 3.5% in the third quarter of fiscal 1997 from the year-earlier level as a 36.1% increase in component products' revenues more than offset a 16.7% decrease in system products' revenues as well as a 3.8% decrease in TMC's revenues. In the first nine months of fiscal 1997, the Company's revenues rose 18.1% as a 58.3% increase in component products' revenues, as well as a 4.2% increase in TMC's revenues, more than offset an 8.2% decrease in system products' revenues. In the third quarter of fiscal 1997, the Company's revenues declined 5.5% from the second quarter of fiscal 1997 reflecting an 8.1% decrease in component products' revenues and a 4.9% decrease in system products' revenues that were partially offset by a 20.1% increase in TMC's revenues. Compared to year-earlier results, component products' revenue growth in the third quarter of fiscal 1997 continued to be led by increased shipments of personal computer input/output (PC I/O) integrated circuits. Sales growth of the Ultra I/O generation of PC I/O devices more than offset sales declines of the mature Super I/O class of circuits. Compared to the second quarter of fiscal 1997, increased third quarter Ultra I/O and Super I/O revenues were unable to offset declines in sales of other integrated circuits and foundry devices. During the first nine months of fiscal 1997, revenues grew from year-earlier levels for all classes of SMC component products. A device used in inkjet printer cartridges accounts for most foundry device shipments. This part is sold principally to a single customer who canceled orders in the third quarter of fiscal 1997. SMC expects no recovery in revenues from this customer in the near term. During the fourth quarter of fiscal 1996, SMC received initial wafers from two suppliers under the programs discussed in the Wafer Purchase Agreements section below. The Company also received initial wafers from other suppliers. These sources enabled integrated circuit revenues to increase in the third quarter and first nine months over the year-earlier periods, during which time, integrated circuit revenues were constrained by capacity shortages. Relative to year-earlier third quarter and nine month results, system products' lower revenues primarily reflected decreased unit shipments of Ethernet ISA-bus adapters and reduced LAN switch sales. Increased Ethernet PCI-bus adapter and Fast Ethernet adapter and stackable hub revenues partially offset other system products' revenue declines. The shift in product mix toward Fast Ethernet adapters, with higher selling prices than other Ethernet adapters, moderated the decline in average selling prices. The decline in LAN switch revenues was due primarily to the January 1996 sale of the Enterprise Networks Business Unit (ENBU) to Cabletron Systems, Inc. ENBU's revenues were approximately $5 million in the third quarter and $12 million in the first nine months of fiscal 1996. Reduced shipments of older Ethernet and other technology adapter products were responsible for the majority of the decline in adapter shipments in the third quarter from the second quarter of fiscal 1997. Higher Fast Ethernet adapter shipments were a partial offset. New Fast Ethernet stackable hub shipments were primarily responsible for the increased hub and switch revenues in the third quarter over the second quarter of fiscal 1997. Compared to year-earlier results, TMC's third quarter revenue decline came from both lower system products shipments, principally adapter products. Higher component products revenues offset most of the system products decline. First nine month revenue growth came from increased integrated circuit shipments, principally PC I/O devices, as networking product revenues declined. The following table presents the Company's revenues by geographic area as percentages of total revenues from unaffiliated customers. Within the category Revenues outside the United States, all but Japan (TMC) revenues are considered export revenues from U.S. operations. 					 3 Months 9 Months Periods ended November 30, 1996 1995 1996 1995 United States 47.4% 46.5% 46.6% 44.7% Asia and Pacific Rim 29.4 20.5 32.8 23.4 Europe 15.3 21.4 13.3 20.7 Canada 1.9 3.4 1.4 3.3 Other 0.9 2.7 1.4 2.7 Export revenues 47.5 48.0 48.9 50.1 Japan (TMC) 5.1 5.5 4.5 5.2 Revenues outside the United States 52.6 53.5 53.4 55.3 Total Revenues 100.0% 100.0% 100.0% 100.0% United States revenues increased 7.0% in the third quarter and 24.4% in the first nine months of fiscal 1997 over year-earlier levels. The increases in both periods were largely from shipments of component products, principally PC I/O integrated circuits. System products' third quarter fiscal 1997 domestic revenues declined reflecting the ENBU sale. An increase in System products' first nine months domestic revenues primarily reflected a first quarter improvement as year earlier results had been impeded by the liquidation of excess distributor inventories. International revenues increased 3.4 % in the third quarter and 14.1% in the first nine months of fiscal 1997 over year-earlier results. Asian and Pacific Rim revenues grew 50.7% in the third quarter and 62.0% in the first nine months largely because component products' domestic branded customers increased the proportion of PCs produced in offshore factories and demand grew from a major Asian-based PC producer. Asian and Pacific Rim revenues did, however, decline from the level of the second quarter. European revenues fell 25.1% in the third quarter and 25.3% in the first nine months, chiefly reflecting a decline in system products' revenues from its major international market. This decline reflected the absence of the divested ENBU product line. Gross Profit The gross profit margin decreased to 30.2% for the third quarter of fiscal 1997 from 41.6% for the third quarter of fiscal 1996. For the first nine months of fiscal 1997, the gross profit margin decreased to 32.5% from 35.8% a year earlier. The principal factors contributing to the gross margin decrease were: - sharply reduced average selling prices for the Super I/O generation of PC I/O products - greater competition for foundry products and reduced revenues to cover manufacturing overhead - a shift in system products' revenue mix to lower margined products. The year-to-year decline in nine month gross profit would have been greater except for an $11.8 million charge to cost of goods sold to reduce the carrying value of certain system products inventory in the second quarter of fiscal 1996. That charge reduced gross margins by 4.8 percentage points in the first nine months of fiscal 1996. Operating Expenses Research and development expenses declined 8.1% to $7.1 million in the third quarter of fiscal 1997 from $7.7 million in the year earlier period. For the first nine months of fiscal 1997, R&D expenses declined 19.5% to $19.3 million from $23.9 million a year earlier. The decline reflected elimination of the divested ENBU's expenditures, partially offset by higher R&D spending for component products and the remaining networking products business. Selling, general and administrative expenses decreased 19.0% to $22.2 million in the third quarter of fiscal 1997, compared to $27.5 million in the year earlier period. For the first nine months of fiscal 1997, SG&A expenses declined to 10.8% to $71.1 million from $79.7 million a year earlier. The lower SG&A costs reflected elimination of the divested ENBU's expenditures and, for the nine months, absence of severance charges. In the second quarter of fiscal 1996, the Company incurred severance-related charges of $2.5 million. The overall reductions were partially offset by increased spending to support higher component products' revenues and costs related to a new client/server information system. Amortization of intangible assets decreased 26.2% to $1.2 million in the third quarter and 46.9% to $3.6 million in the first nine months of fiscal 1997 from comparable year earlier periods. The lower amortization reflected benefits from an accelerated write-off of certain assets during fiscal 1996 that reduced the rate of quarterly amortization in succeeding periods and, for the nine months, the absence of a write-down. In the second quarter of fiscal 1996, the Company incurred a $2.4 million write-down of previously acquired LAN technology to its estimated realizable value. Operating Profits In the third quarter of fiscal 1997, the Company reported an operating loss of $2.2 million, which compared to an operating profit of $0.9 a year earlier. In the first nine months of fiscal 1997, the Company reported an operating profit of $1.2 million which compared to an operating loss of $21.5 a year earlier. The major contributors to the improvement were: - the absence of special charges which primarily hindered system products in fiscal 1996 - elimination of losses from the divested ENBU - higher component product revenues. These benefits were partially offset by lower gross profit margins for component products and higher information systems costs. Other Income and Expense Other income (expense), net was a net expense of $4.1 million in the third quarter and a net expense of $4.0 million in the first nine months of fiscal 1997 compared to net expenses of $0.3 million and $0.6 million in the respective year-earlier periods. The principal difference resulted from a charge for a litigation settlement. In September 1996, the Company reached an agreement with Penril DataComm Networks, Inc., to settle a legal action initiated by Penril in June 1993. As a result, SMC charged $4.1 million to pretax earnings in the third quarter of fiscal 1997. Income Taxes In the third quarter income taxes were provided at an effective rate of 38.4% and in the first nine months of fiscal 1997, income taxes were provided at a rate for fiscal 1997 of 35.1%. In fiscal 1996, income taxes were provided at a rate of 41.4% for the third quarter and at 33.7% for the first nine months. The Company's effective income tax rate primarily reflects the statutory rate and nondeductible goodwill amortization. Wafer Purchase Agreements During fiscal 1996, the Company purchased $16.0 million of wafer fabrication equipment for installation in a semiconductor plant owned by Lucent Technologies' (formerly AT&T Corp.) Microelectronics Business Unit in Madrid, Spain. The agreement, under which the equipment was purchased, allocates sub-micron wafer production capacity to the Company for five years beginning in March 1996. In fiscal 1996, SMC purchased a minority equity interest in Singapore-based Chartered Semiconductor Pte Ltd. for $19.9 million which is included within Other assets on the accompanying balance sheet. Under this agreement, Chartered allocates sub-micron wafer production capacity to the Company for ten years. This arrangement and the Lucent agreement are intended to provide a portion of the Company's long-term production requirements for integrated circuits. Liquidity and Capital Resources The Company's working capital increased to $98.1 million at November 30, 1996, from $93.1 million at the end of fiscal 1996. The increase in working capital primarily reflected increases of $8.9 million in inventories and $8.7 in other current assets, partially offset by decreases of $8.3 million in cash and cash equivalents and $3.2 million in accounts receivable and an increase of $1.7 million in current liabilities. During the first nine months of fiscal 1997, the decrease in cash and cash equivalents to $10.2 million primarily reflected financing capital expenditures of $16.3 million, the increase in inventories and the litigation settlement. The increase in other current assets primarily reflects reclassifying a $7.1 million escrow account from other assets to other current assets in the second quarter. These funds are scheduled to become available during the second quarter of fiscal 1998. The escrow account was established as security for the Company's indemnification obligation when the Enterprise Networks Business Unit was sold to Cabletron Systems, Inc. Of $16.3 million of capital expenditures in the first nine months of fiscal 1997, the most significant items were $3.0 million for upgrading the Company's information system, and $5.9 million for production equipment for SMC's own wafer foundry and $1.2 million for an integrated circuit tester. Capital expenditures expected during the final quarter of fiscal 1997 will be principally for test and other equipment. In October 1996, the Company acquired a 19.9% equity interest in privately-held ACCELERIX Incorporated of Carp, Ontario, Canada, for $1.4 million. The Company also entered into an agreement providing SMC with rights to market, second source and enhance ACCELERIX' application specific memory technology. In November 1996, the Company acquired the Cardbus technology and product line of Databook Inc. of Danvers, Massachusetts. SMC had been a licensee of Databook's Cardbus technology and a second source for a Databook Cardbus host controller chip. During the third quarter of fiscal 1997, a decrease in cash and accounts receivable and an increase in current liabilities led to the Company's noncompliance with a financial condition covenant under its $25.0 million line of credit agreement. In connection therewith, the Company obtained waivers from its banks respecting the failure to meet this covenant. As a result of this performance and current projections of results for all of fiscal 1997, the Company anticipates that it will fail to be in compliance with other financial condition covenants under its revolving credit agreement. The Company intends to obtain appropriate waivers and is presently renegotiating the terms of its credit agreement with its banks. Nevertheless, the Company believes that its present cash and cash equivalents position, combined with expected cash flows and borrowings, as necessary, will be sufficient to meet its working capital and capital expenditure requirements for the next twelve months. Factors That May Affect Future Results Except for the historical information contained in this quarterly report, certain matters discussed herein are forward-looking statements that involve risks and uncertainties. The forward-looking statements contained herein are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Variables that affect the Company's future operating results include product selling prices and costs, worldwide demand for personal computers and numerous competitive factors. ASPs for the Company's products generally decline from period to period. The Company attempts to offset this trend by reducing manufacturing costs by comparable amounts and introducing products with higher values. The ability to accomplish these objectives is a key determinant of the Company's gross profit margins. The Company's most important customers for component products are personal computer producers, and a slowdown in the rate of growth in demand for PCs could affect the Company's growth and intensify competition. The inability to obtain adequate integrated circuit wafers could allow competitors who process wafers internally to gain market share relative to the Company. These competitors may also, more aggressively, reduce product selling prices. The Company's adapters are inserted in newly sold and previously installed PCs, so that the sales growth of PCs influences sales of adapters as well. Improvements in PC performance require more powerful adapters, and that has led to a shift in the mix of adapters that the Company sells toward the high speed PCI bus and Fast Ethernet adapters. The Company also sells PC cards for portable computers. Product mix, product selling prices and the acceptance of newly introduced products can be altered by competitors' new products, promotions and pricing. The Company's product development, sales and marketing progress is dependent on hiring and retaining employees with specific skills. The Company is also dependent on a limited number of suppliers for certain components, assemblies, software and finished products. High levels of production by PC manufacturers led to an industry-wide shortage of silicon wafer fabrication capacity in fiscal 1996 and 1995. While these shortages eased during the fourth quarter of fiscal 1996, they could occur again and lead to difficulty in securing additional manufacturing capacity, potentially curtailing revenue and profit growth over the remainder of fiscal 1997 and beyond. Alternatively, PC production could weaken, leading customers to hold excess inventories of components and other parts, resulting in canceling or rescheduling orders for the Company's products. With 53.4% of the Company's revenues in the first nine months of fiscal 1997 shipped to customers located outside of the United States, global economic conditions and changes in foreign currency exchange rates can influence the demand for the Company's products. Because of these and other circumstances that could affect the Company's operating results, past financial performance is not necessarily indicative of results to be expected in the future. 				 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 	(a) Exhibits 	 	 Exhibit 27 - Financial Data Schedule 	(b) Reports on Form 8-K. 	 None. 			 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 thereunto duly authorized. 			STANDARD MICROSYSTEMS CORPORATION 				 (Registrant) DATE: January 13, 1997 /S/ Anthony M. D'Agostino 						 (Signature) 					 Anthony M. D'Agostino 					 Senior Vice President, Finance 						 and Treasurer 					 (Principal Financial Officer)