8-K

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) August 17, 2006

C-COR Incorporated

(Exact name of Registrant as specified in its charter)

Pennsylvania	0-10726	24-0811591
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

60 Decibel Road, State College, PA	16801
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (814) 238-2461

(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):

¨ 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))

Item 2.02 Results of Operations and Financial Condition.

On August 17, 2006, the Registrant issued a press release announcing its financial results for the fourth quarter and year end for fiscal 2006. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Number	Description of Document
99.1	Press Release dated August 17, 2006 announcing C-COR’s reporting of its financial results for the fourth quarter and year end of fiscal 2006

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, thereunto duly authorized.

	C-COR Incorporated (Registrant)
August 18, 2006	By:	/s/ Joseph E. Zavacky
	Name:	Joseph E. Zavacky
	Title:	Controller and Assistant Secretary

EX-99.1

Exhibit 99.1

August 17, 2006
Sally O. Thiel, Director	Jo Ann Lehtihet
Investor Relations	Media Relations
C-COR	C-COR
(814) 231-4402, email: sthiel@c-cor.com	(814) 231-4438, email: jlehtihet@c-cor.com

C-COR REPORTS FINANCIAL RESULTS FOR FOURTH QUARTER

AND FISCAL YEAR 2006

State College, PA (August 17, 2006) – C-COR Incorporated (NASDAQ: CCBL) today reported its financial results for the fourth quarter and fiscal year 2006, ended June 30, 2006. Net sales for the fourth quarter were $72.0 million compared to $68.5 million for the same period last year and $60.4 million in the third quarter of fiscal year 2006. Bookings in the fourth quarter of fiscal year 2006 were $69.7 million for a book-to-bill ratio of .97.

Net sales for the entire fiscal year 2006 were $262.5 million compared to $237.3 million in fiscal year 2005. Bookings for the entire fiscal year 2006 were $283.5 million for a book-to-bill ratio of 1.08.

The financial results for the fourth quarter and fiscal year 2006, ended June 30, 2006, include one additional week of operations compared to the same periods of the prior year.

The net income for the fourth quarter of fiscal year 2006 was $11.5 million, compared to a net loss of $5.7 million for the same period last year. The net income per share on a diluted basis for the fourth quarter of fiscal year 2006 was $.23 (basic net income per share of $.24) compared to basic and diluted net loss per share of $.12 for the same period last year. C-COR’s results for the fourth quarter of fiscal year 2006 included an $11.4 million gain on the sale of trade claims in the bankruptcy cases of Adelphia and affiliates, $1.8 million of restructuring charges, a $1.2 million gain on a litigation judgment, $885,000 of amortization related to intangible assets, $579,000 of stock compensation expense, and $127,000 of inventory and other asset impairments net. These items, which equate to $.18 on a diluted per share basis, are included in results reported under generally accepted accounting principles (GAAP), but are typically excluded from the analyst estimates comprising the First Call consensus number. C-COR is breaking out these numbers to improve comparability of the reported GAAP results and the non-GAAP First Call number.

C-COR anticipates that net sales for the first quarter of fiscal year 2007, ending September 29, 2006, will be between $66 and $70 million with a net earnings or loss per share of

between $(.03) and $.01. These projections include $1.2 million of stock compensation expense, $829,000 of amortization related to intangible assets, and approximately $325,000 of restructuring charges. These items, which are projected to equate to $.05 per diluted share, are typically excluded from the First Call analysts’ projections. C-COR is breaking out these numbers to improve comparability of the projected GAAP results and the non-GAAP First Call number.

C-COR’s management will discuss C-COR’s financial results on a conference call at 9:45 AM (ET) on Thursday, August 17, 2006. For information on how to access the conference call, refer to C-COR’s news release dated July 31, 2006 (posted on the C-COR web site, www.c-cor.com), or contact Investor Relations at 814-231-4402 or 814-231-4438.

About C-COR

C-COR offers world-class, market-focused integrated solutions for cable operators and other service providers that put subscribers in personal control of their entertainment and communication needs. C-COR’s interoperable software and hardware help network operators to provide reliable On Demand voice, video, and data today while expediting their migration to all-IP intelligent networks. The Company’s solutions include C-COR Broadband Access technology to extend bandwidth capacity; C-COR On Demand for VOD and advertising; C-COR OSS for bandwidth and resource management; and C-COR Network Services for a variety of outsourced field services that help keep networks operating at peak performance. C-COR’s common stock is listed on the NASDAQ Global Market (Symbol: CCBL) and is a component of the Russell 2000 Stock Index. For additional information regarding C-COR, visit www.c-cor.com.

Some of the information presented in this announcement constitutes forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements represent the Company’s judgment regarding future events, and are based on currently available information. Although the Company believes it has a reasonable basis for these forward-looking statements, the Company cannot guarantee their accuracy and actual results may differ materially from those the Company anticipated due to a number of known and unknown uncertainties. Factors which could cause actual results to differ from expectations include, among others, capital spending patterns of the communications industry, changes in regard to significant customers, the demand for network integrity, the trend toward more fiber in the network, the Company’s ability to develop new and enhanced products, the Company’s ability to provide complete network solutions, continued industry consolidation, the development of competing technology, the global demand for the Company’s products and services, the Company’s ability to implement its restructuring and cost reduction measures, and the Company’s ability to complete and integrate acquisitions and achieve its strategic objectives. For additional information concerning these and other important factors that may cause the Company’s actual results to differ materially from expectations and underlying assumptions, please refer to the reports filed by the Company with the Securities and Exchange Commission.

C-COR Incorporated

Condensed Consolidated Statements of Operations

(unaudited, in thousands except per share amounts)

	Fourteen Weeks Ended			Thirteen Weeks Ended
	June 30, 2006			June 24, 2005
Net sales	$	71,982		$	68,517
Cost of sales (1)		44,216			43,508
Excess and obsolete inventory charge		244			0
Total cost of sales		44,460			43,508
Gross margin		27,522			25,009
Operating expenses (1)
Selling and administrative		18,416			19,005
Research and product development		8,625			11,208
Amortization of intangibles		885			1,667
Impairment charge (recovery)		(135	)		0
Loss on sale of product line		18			0
Restructuring costs		1,758			317
Total operating expenses		29,567			32,197
Loss from operations		(2,045	)		(7,188	)
Interest expense		(360	)		(327	)
Investment income		920			293
Foreign exchange gain		30			95
Gain on sale of bankruptcy trade claims		11,352			0
Other income (expense), net		2,656			(377	)
Income (loss) before income taxes		12,553			(7,504	)
Income tax expense (benefit)		1,026			(1,764	)
Net income (loss)	$	11,527		$	(5,740	)
Net income (loss) per share:
Basic	$	0.24		$	(0.12	)
Diluted	$	0.23		$	(0.12	)
Weighted average common shares and common share equivalents
Basic		47,999			47,738
Diluted		50,896			47,738
__________________
(1) Stock-based compensation is included as follows:
Cost of sales	$	84		$	0
Selling and administrative		405			65
Research and product development		90			0
Total stock-based compensation	$	579		$	65

C-COR Incorporated

Condensed Consolidated Statements of Operations

(in thousands except per share amounts)

	Fifty- three Weeks Ended			Fifty-two Weeks Ended
	June 30, 2006			June 24, 2005
	(unaudited)
Net sales	$	262,526		$	237,260
Cost of sales (1)		169,787			151,765
Excess and obsolete inventory charge		8,932			0
Total cost of sales		178,719			151,765
Gross margin		83,807			85,495
Operating expenses (1)
Selling and administrative		68,628			62,292
Research and product development		38,084			37,804
Amortization of intangibles		4,591			5,697
Acquired in-process technology charge		0			5,850
Impairment charges		6,987			0
Gain on sale of product line		(1,952	)		0
Restructuring costs		6,795			993
Total operating expenses		123,133			112,636
Loss from operations		(39,326	)		(27,141	)
Interest expense		(1,350	)		(680	)
Investment income		2,001			1,322
Foreign exchange gain		248			235
Gain on sale of bankruptcy trade claims		11,352			0
Other income (expense), net		3,135			(282	)
Loss before income taxes		(23,940	)		(26,546	)
Income tax expense (benefit)		3,020			(856	)
Net loss	$	(26,960	)	$	(25,690	)
Net loss per share:
Basic	$	(0.56	)	$	(0.57	)
Diluted	$	(0.56	)	$	(0.57	)
Weighted average common shares and common share equivalents
Basic		47,891			45,325
Diluted		47,891			45,325
__________________
(1) Stock-based compensation is included as follows:
Cost of sales	$	374		$	0
Selling and administrative		2,551			240
Research and product development		499			0
Total stock-based compensation	$	3,424		$	240

C-COR Incorporated

Consolidated Balance Sheets

(in thousands of dollars)

	June 30, 2006		June 24, 2005
	(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	53,279	$	43,320
Restricted cash		3,883		3,690
Marketable securities		7,649		9,327
Accounts receivable, net		49,188		52,148
Unbilled receivables		3,308		1,592
Inventories		25,438		41,628
Deferred costs		4,555		6,826
Other current assets		4,542		5,563
Total current assets		151,842		164,094
Property, plant and equipment, net		20,074		21,533
Goodwill		131,209		131,963
Other intangible assets, net		5,135		14,714
Other long-term assets		4,513		5,451
Total	$	312,773	$	337,755
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	25,796	$	36,332
Accrued liabilities		29,283		26,638
Deferred revenue		19,674		14,887
Current portion of long-term debt		299		162
Total current liabilities		75,052		78,019
Long-term debt, less current portion		35,966		35,617
Deferred revenue		2,705		3,111
Other long-term liabilities		4,368		3,969
Shareholders’ equity		194,682		217,039
Total	$	312,773	$	337,755