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Corning,Inc. (NYSE:GLW)

Q32007 Earnings Call

October 24, 2007 8:30 am ET

Executives

KenSofio - Division Vice President of Investor Relations

JamesFlaws - Vice Chairman and Chief Financial Officer

WendellWeeks - Chairman and Chief Executive Officer

Analysts

MarkSue - RBC Capital Markets

NikosTheodosopoulos - UBS

StevenFox - Merrill Lynch

CJMuse - Lehman Brothers

BrantThompson - Goldman Sachs

JeffEvanson - Sanford Bernstein

JohnRoberts - Buckingham Research Group

JohnHarmon - Needham & Company

CurtisWoodworth- JPMorgan

TimDaubenspeck - Pacific Crest Securities

CarterShoop - Deutsche Bank Securities

DanielGelbtuch - CIBC

JohnAnthony - Cowen & Company

AjitPai - Thomas Weisel Partners

Operator

Goodmorning and welcome to the third quarter earnings conference call. Allparticipants will be in a listen-only mode. Today's conference is beingrecorded. If anyone has any objections, you may disconnect at this time.

Iwould now like to introduce your host for today's conference call, Mr. KenSofio, Division Vice President of Investor Relations.

Ken Sofio

Thankyou. Good morning everyone. Corning'sthird quarter conference call. Call's being audio cast on our website. James Flaws,Vice Chairman and Chief Financial Officer will lead the discussion; WendellWeeks, Chairman and Chief Executive Officer will join for the Q&A.

BeforeI turn the all cover to Jim, to note today's remarks do contain forward-lookingstatements under the meaning of Private Securities Litigation Reform Act of1995. These statements involve risks and uncertainties of the factors thatcould cause actual results to differ materially. These risks are detailed inthe company's SEC report.

James Flaws

Thanks,Ken. Good morning everyone. This morning we released our results for the thirdquarter, which can be found on our investor relations website. In addition forthose of you with web access, we posted several slides that will summarize theimportant data from this morning's prepared remarks. These slides will beavailable on our website after our call as well.

Overall,our third quarter results were excellent. Let me share with you some of the keydata points, and then we can get into the details. We hit all-time records inthe third quarter for gross margin percent, net income, earnings per sharebefore special items.

Sequentialvolume growth and Display was strong in both our wholly owned business and atFCT. Panel inventory levels and Display supply chain appear to be healthyheading into the fourth quarter. Retail and market trends for LCD televisionlooks strong, both worldwide and in the United States.

Wecurrently see no evidence of credit concerns impacting consumers' decisions topurchase LCD televisions in the United States. Our telecommunications business rebounded in thethird quarter posting 10% growth excluding the divested cabling business inquarter two.

Nowlet me go to the details starting with our income statement. Our second quartersales were $1.55 billion, an increase of 10% over the second quarter and anincrease of 21% over the third quarter a year ago.

OurEPS, both GAAP and non-GAAP was $0.38 and exceeded the top end of our guidancerange by $0.01. Net income, excluding special items was $619 million, anincrease of 13% versus the second quarter.

Incomparison to the third quarter 2006, net income excluding special items was up$168 million or 37%. You should note that EPS and net income excluding specialitems are non-GAAP measures. Reconciliation to GAAP can be found on ourwebsite.

Ourthird quarter sales benefited from $12 million from the strengthening yen toU.S. dollar exchange rate, in comparison to the second quarter. Continuing downthe income statement, gross margin on the third quarter was 47.8% and anall-time record for Corning.

SG&Awas $212 million and only 14% of sales. We are delivering on our commitment togain operating leverage and keep our SG&A spending growth at less than halfthe rate of sales. RD&E in the third quarter was $145 million or 9% ofsales.

Equityearnings were $239 million in the third quarter compared to $220 million in thesecond quarter. Increase was primarily due to higher than expected earnings forSamsung Corning Precision.

Thirdquarter equity earnings included an impairment and restructuring charge atSamsung Corning CRT of $18 million. Due to the size of the charge it wastreated as a special item this quarter. Investors will recall that we had $10million of charges in quarter two at Samsung Corning CRT, which we did not takeas a special.

Ourtax rate in the third quarter was 15% including a $15 million non-recurring taxcharge. Wrapping up our income statement, our share count for the third quarterwas 1.6 billion shares.

Wehad two special items in the quarter three. The first was the impairment chargeat Samsung Corning CRT that I mentioned a moment ago. Second was a pretax andafter-tax gain of $16 million, primarily reflecting the decrease in marketvalue of Corning common stock to be contributed to settle the asbestoslitigation to Pittsburgh Corning.

Corningshare price decreased during the quarter from $25.55 to $24.65. Thus the gainand loss essentially offset each other. Our GAAP EPS this quarter was also$0.38 per share.

Nowlet's turn to the segment results. I'll start with Display, which had anoutstanding quarter. Third quarter sales were $705 million and 16% higher thanlast quarter. Volume was up 15% sequentially and at the upper end of ourguidance range. Price declines were in line with our strategy.

Itshould come as no surprise that we will continue this pricing approach in thefourth quarter. Segment sales also benefited slightly from the strength in theend during the quarter. As a reminder, all of our glass is sold in yen. Pricingguidance we provide is on a yen-per-square-foot basis. As a result, changes inthe yen and dollar exchange rate do not impact our pricing. Gross marginpercent per Display segment remain consistent with the previous quarter.

Equityearnings from SCP were $160 million in the third quarter, an increase of 21%versus the $132 million last quarter. SCP's sequential volume increased 14% inthe third quarter, which is higher than we anticipate.

Asexpected, price declines at SCP in the third quarter were in line with ourwholly owned business. For modeling purposes, SCP's third quarter sales were$635 million compared to $574 million in the second quarter. SCP's gross marginincreased slightly on strong manufacturing performance.

Netincome in the Display segment, which includes equity earnings, was $540 millionin the third quarter, an increase of 11% compared to the second quarter netincome of $486 million. This increase is primarily the result of volume growth. As a reminder, Q2 had benefited from aone-time tax benefit of $17 million in the Display segment.

Incomparison to the third quarter of last year, sales on our Display segmentincreased 39% as volume gains of 57% were partially offset by price declinesand unfavorable foreign exchange rate movements year-over-year.

Segmentnet income grew 37% year-over-year. For the three quarters to date this year,glass volume at our wholly owned business is up 42% compared to last year.SCP’s year-to-date volume is up 39%. So, our glass demand continues to bestrong.

Movingto the supply chain, we believe panel inventories are in great shape headinginto the fourth quarter. Panel makers experienced record shipments fromSeptember, which has led to lower inventories at many of them.

Onthe retail side, our preliminary data suggests the end market demand remainsstrong. In fact, our third quarter research indicates end market demand for ITtelevision was stronger than our previous forecast.

Asalways, I like to stress that our third quarter market information is onlypreliminary at this time. This data represents our view and is based on a varietyof sources. And to be clear, the data I'm referencing here relates to shipmentsfrom PC manufacturers and television set makers to retailers.

Startingwith notebooks above 27 million were shipped in the third quarter, higher thanour expectations and a 12% increase versus the second quarter. As a percentageof computers sold, notebooks jump from 43% to 46% in the third quarter.

TheLCD monitors, about 43 million were shipped in the third quarter also higherthan our expectations and the second quarter. We believe the penetration of LCDmonitors increased to 89%.

Movingto LCD television, about 19 million units were shipped compared to 16 millionin the second quarter. It was also higher than we expected. Penetration of LCDtelevision into the worldwide color television market grew from 36% in thesecond quarter to 38% in the third quarter. Obviously, we’re extremely pleasedwith the overall end market demand heading into the fourth quarter.

RegardingU.S. consumers, we continue to see no evidence thatcredit concerns are decreasing their appetite for LCD televisions. Consumerscontinue to purchase LCD TVs and electronic retailers continue to offerfinancing incentives. In fact, two of the big box electronic retailers publiclystated they do not plan on eliminating those incentives.

Movingon to an update on our total family glass mix. A mix of Gen 5 and higher in thethird quarter was 88% and consistent with the second quarter. Mix of Gen 5.5,5.6 5.7 and 5.8 glass was 55% in the third quarter and slightly higher than thesecond quarter.

I’llwrap-up Display by commenting on EAGLE XG, our conversion to one glasscomposition is proceeding nicely. At the end of the third quarter, EAGLE XGrepresented over 90% of our glass sales. We are well on track to convert a 100%of our glass to EAGLE XG by the end of the year. SCP has begun ramping up EAGLEXG this year and it is currently over the 40% of their sales.

Now,moving to the Environmental segment, sales in the third quarter were $198million, an increase of 4% over second quarter sales of $191 million. We wereanticipating sales to be flat sequentially. We do not experience the typical Augustslowdown in auto as U.S. manufacturers may have purchased additionalproduct in anticipation of union strikes.

Autoproduct sales were $126 million in the third quarter compared to $128 millionin second. Diesel products sales were $72 million in the third quarter, anincrease of 14% over the second quarter sales of $63 million.

Segmentnet income was $14 million in the third quarter consistent with the secondquarter. In comparison to a year ago, environmental segment sales increased 29%driven by higher auto and diesel volume. Auto sales were up 13% year-over-year,while diesel was up 76%.

Inthe Life Sciences segment sales in the third quarter was $78 million andconsistent with the second quarter. Segment net income was $1 million in thethird quarter and consistent with the second quarter.

Movingto the Telecommunications segment, sales in the third quarter were $472 millionand 8% higher than second quarter sales of $438 million. Excluding the $9million in Q2 sales related to our divested submarine cable business, telecomsales increased 10% as we had expected.

Experiencedgrowth throughout the segment this quarter including increased demand for Fiber-to-the-Premisesproducts and private network projects. Sales of hardware equipment productswere $235 million in the third quarter, an increase of 7% the over secondquarter sales of $219 million.

Salesin our fiber cable products in the third quarter were $237 million, an increaseof 8% over the second quarter sales of $219 million. Fiber-to-the-Premise sales,which are primarily hardware equipment related, were $83 million in the thirdquarter compared to $73 million in the second quarter. Included in these saleswere products shipped to our new Fiber-to-the-Premise customer in Europe.

Netincome in the Telecom segment was $27 million in the third quarter compared to$40 million in the second quarter. However, as a reminder, the second quarterincluded $19 million from a one time gain in our sale of the submarine cablebusiness. So, excluding that gain, telecom net income increased nicely duringthe quarter on higher sales volume.

Ihope investors were able to make it to the fiber-to-the-home conference lastmonth to see the demonstration of ClearCurve, our new ultra-bendable fibertechnology. We're in the process discussing the new technology with severalpotential customers and the feedback so far has been excellent.

Inaddition, Verizon is currently using ClearCurve in a broad test trial in New York City, which has one of the nation's highestconcentrations of MDUs. We are very excited about working with Verizon on thistrial, helping them connect with a significant customer base.

Iknow many investors are interested in understanding more of this technology andthe market opportunity. For those of you who missed the demonstration lastmonth, a video of it will be found on our IR web site in the near future.

Regardingthe market opportunity, I'd like to ask for your patience as we finalize thepricing premium and other discussions with potential customers, both within thetelecom industry and outside the telecom industry. Once we have a good handleon the market size we will share that information.

Ianticipate that we will provide a more comprehensive review of this market atour annual investor meeting in February. Moving on to our Other segment, salesin the quarter were $100 million basically flat with the second quarter. Thiswas lower than we anticipated due primarily to weaker demand.

Turningto Dow Corning, equity earnings were $81 million compared to $88 million in thesecond quarter. Third quarter results included a one-time tax charge of $4 millionrelated to revaluating U.K. deferred tax assets.

Now,moving to our balance sheet, we ended the third quarter with about $3.3 billionin cash and short-term investments, up from $3.2 billion at the end of thesecond quarter. Free cash flow was $272 million in the third quarter.Year-to-date we generated $460 million in free cash flow.

Ourshareholders, I hope you all receive a dividend check we mailed last month ornoticed your electronic deposit. We distributed about $80 million in dividendsto our shareholders. Board recently approved another $0.05 per share for thefourth quarter payable in December. In addition, we repurchased approximately$5 million shares of stock or $125 million in cash in quarter three.

I'dlike to wrap up by providing our guidance for the fourth quarter and somecommentary about 2008 starting with Display.

Weexpect the glass market to remain robust in the fourth quarter. As panel makerscontinue to run at peak utilizations, we think market demand will be consistentin comparison to the third quarter. To meet market demand, volumes at ourwholly owned business and SCP will be up 2 to 5% sequentially.

Tomeet this level of demand, we anticipate our operations will need to run atfull capacity. A quarter four volume guidance is consistent with quarter fourpanel shipment guidance provided by some of the larger panel makers includingthe LPL, Samsung and AUO.

Moreimportantly, the retail environment continues to look healthy, especially for LCDtelevisions. We're anticipating very robust LCD television sales in the fourthquarter. We believe LCD TV shipments will increase over 35% from $19 millionunits in the third quarter to $26 million units in the fourth quarter. Fourthquarter shipments this year will be more than 50% higher than last year whenjust $17 million were shipped.

Regardingfourth quarter glass pricing, our approach will be consistent with previousquarters. More importantly, glass prices in the fourth quarter this yearcompared to last year will be just 8% lower. This is a significant change incomparison to last year when glass pricing fell 20% quarter four, 2005 toquarter four, 2006. We’re obviously very pleased with how our glass pricingapproach worked this year.

Lookingforward to 2008, we're anticipating another year's significant volume growth inthe glass industry. We believe the market will grow at least 400 million squarefeet to similar the amount of glass industry added this year.

Regardingglass supplying demand our initial view is the glass market will again berelatively tight. This is based on our view of the end market demand in glasssupply. Our glass supply assumptions are based on our capacity plans for 2008. Sincewe and SCP represent over a half the glass market as well as the publicannouncements made by our major competitors. We'll provide a more detail updateto our 2008 assumptions during our annual investor meeting, which is scheduledfor Friday, February 8.

Movingon to the telecommunications segment, we anticipate fourth quarter sales to bedown about 10% sequential. Decline is a reflection of the typical seasonalitythat impacts the telecom industry in the fourth quarter.

We'reextremely pleased with the performance of our telecom segment this year. We areon track to gross sales by 10% excluding the impact of the divestitures of ourJapanese business into a joint venture in early 2006 and the sale of oursubmarine cable business in quarter two, 2007.

Weare delighted with the 10% sales growth and declining prices. Including ourfourth quarter expectation, segment net income this year will be well over $70million, excluding the $19 million in special gains in the second quarter. Thisis an increase of more than 35% over last year's net income at specials.

Weanticipate our environmental segment sales will be down about 10% sequentially,reflecting the typical seasonal decline in auto sales toward the end of theyear. In addition, diesel sales will be lower, as a result of lower engineproduction in the quarter. Investors should note the environmental sales will beup over 20% this year driven primarily by diesel sales increasing 55%.

Moreimportantly, segment net income will increase from just $7 million last year toover $40 million this year. In our Life Sciences segment we expect sales to declineslightly, market demand is seasonally weaker in quarter four.

Othersegment sales are expected to be up 10% to 15% sequentially in the fourthquarter. This all result in fourth quarter sales in the range of $1.5 billion to$1.55 billion. Looking down the income statement for your modeling purposes,gross margin for the company should be between 47% and 48% in the fourthquarter.

SG&Ais expected to be approximately 15% to 16% of sales and RD&E is expected tobe around 10% of sales in the fourth quarter. As a reminder, SG&A for Corning is typically higher in the fourth quarter.

Weanticipate equity earnings in the fourth quarter to be consistent with thirdquarter excluding the $18 million impairment charges in Samsung Corning. Equityearnings for both SCP and Dow Corning will be consistent in quarter three.

Thetax rate for the fourth quarter is expected to be about 12%. Our fourth quarterEPS before any special items is expected to be between $0.36 and $0.38 pershare. For the year, EPS before special items will be between $1.36 and $1.38per share and more than 20% higher than last year.

Lastly,for modeling purposes, you should again use $1.6 billion shares for the fourthquarter and calculating EPS before special items. One note on the impact offoreign exchange rates on our guidance: our fourth quarter guidance is based onthe yen to U.S. dollar rate of 116.

Ifthe yen to dollar rate were to average two points higher or lower in the fourthwe estimate our overall sales in net income after tax would be impacted byabout $10 million. This includes the projected impact of our currency[inaudible].

Investorsshould note that we translate our Display results each day so the yen wouldhave to make a drastic move at beginning of the quarter and remain there forthe remainder of the quarter to have a material impact on our results comparedto our guidance. Investors should also remember that the yen averaged 118 inquarter three. So if the yen does average 116 in Q4 our Display sales would benefit by about $15million.

Beforewe go to questions and answers, I'd like to take a step back from theday-to-day volatility that we all feel in the Display industry and adjust somemacro issues.

Displayis obviously very important to Corning. Sales in our wholly owned business and SCP willapproach $5 billion for the year. So we get why investors are so sensitive toevery story about the business.

It’simportant to pay attention to big trends. First, the end market trends remainvery favorable. The IT applications of LCD remain robust as Notebooks continueto grow significantly and wide screen monitors move into favor.

LCDis proving to be the technology of choice for entertainment television. Salesof LCD television units have gone from $10 million in 2004 to $75million thisyear. LCD television in units should out sell CRT’s in 2008 and are overtakingplasma in large sizes.

In2007, for the first time, more LCD television units will be sold than plasma inthe 40-inch plus sizes. In 2008, we expect LCD TVs will most likely sell doublethe number of plasma units in the 40 inch and above space.

Second,Corning has maintained its leadership versus competitors.We continue to bring larger sizes and new compositions to the markets thatbenefit our customers. We continue to be a very reliable supplier, bringingquality products and meeting our commitments. We have also reduced our priceson a consistent basis.

Third,our pricing approach has worked in 2007 and we feel it will work again in 2008.We are already discussing pricing with our customers for 2008. Fourth, we'remaintaining our high margins through a combination of our pricing approach andour manufacturing strategy.

Fifth,this is a relatively young industry. The supply chain is continuing to evolve.This has led to ever changing patterns of utilization quarter-to-quarter, asthe industry deals with seasonality, inventory issues, technology substitutions,etcetera.

Patternof glass shipments in the panel makers has been different in 2005, 2006 and2007. A  different cycle in 2007 and bythat, I mean, the earlier ramp in Q2 than moving to expected Q4 levels in Q3and now holding them is fine and healthy as long as no excess inventoryappears. And we do not see any evidence of any inventory issues today.

Wehave seen a slightly different pattern of sequential percentages than we andyou originally expected, but the end result's turning out great. We also expectcycle in 2008 may be different as television moves to over 50% of the glassconsumed.

Soin summary, the end-market is growing, it's on track to our estimates. Ourpricing approach is working. Our manufacturing strategy is helping our margins.We are not losing ground to competitors. And our total year-over-year numbersare strong, even though we did not always come out as we and you originally forecasted.

Ken Sofio

Thankyou, Jim. We're ready to take some questions now.

Question-and-Answer Session

Operator

(OperatorInstructions) Our first question comes from Mark Sue from RBC Capital Markets.

Mark Sue - RBC Capital Markets

Thankyou. I need just thoughts on the customer feedback on your pricing strategy.Are customers starting to look aggressively elsewhere because of what you didin '07 and does digging your heels in further potentially foretell a big deltaon foreign revenues or do you think it's just a matter of grudging acceptance?

Wendell Weeks

Actually,we have been positively surprised as the year has gone on with our customers'acceptance of our pricing strategy. Actually, there was recently an article in Taiwan news from our top customer in Taiwan, basically along those lines, that pointed out theyviewed us as absolutely the leading supplier, most reliable and that we havebeen behaving very responsibly over a long period of time.

Soin general, I would characterize our customer relations at this time as beingvery positive, more positive than they were earlier in the year and probablymore positive than they were at the end of last year.

Mark Sue - RBC Capital Markets

Okay.I think, you’re painting a positive picture of demand and market share andinventories. But, I think people were expecting a little bit more for theDecember quarter guidance. If you could explain to us the delta, that would behelpful.

James Flaws

I'llbe happy to discuss that. I just want to amplify Wendell’s comment on thepricing with our customers. I think the acceptance of our pricing strategy andhow it's working for our customers with consistent down pricing at small levels,can be reflected also in the fact that we have moved far earlier to bediscussing pricing for 2008 with many customers than we had before and thosediscussions are going quite well.

Relativeto the quarter for sequential guidance, I think that a many investors wereoverlooking the fact that the industry had ramped-up earlier in quarter twothan what we had and they had expected. And then in quarter three had moved tonear peak utilizations. And frankly, there isn't that much room to go in termsof panel makers in quarter four. Many cases panel makers are running over 95%utilization.

So,there's not a lot of room to grow and we think some analyst expectations foradditional glass growth in quarter four are not reflecting appropriately thefact how much the industry have moved up starting quarter two. As I said in mycommentary, frankly in quarter three we got to where I think many peoplethought where we would be in quarter four, and there isn't much room to moveup.

SoI think that's the primary difference rather than the fact that the industryshould be looking for more.

Operator

Ournext question comes from Nikos Theodosopoulos.

Nikos Theodosopoulos - UBS

Ihad a couple of questions on LCD. Can you elaborate a little bit in thisquarter the SCP gross margin went up, the consolidated one did not and theyboth grew double digits sequentially. Can you explain why the consolidatedgross margin also wouldn't have benefited?

Andas you look out to next quarter given that you'll be running at full capacityin the fourth quarter and with a modest sequential up-tick in volumes, wouldn'twe expect to see gross margin in the LCD business improve for both consolidatedand SCP given you're running at full capacity? Thank you.

James Flaws

Well,I think at SCP, you may recall that, we have slipped down a little bit and theyhad an excellent manufacturing quarter. So, I think that's the primary reasonthey improved. I think that, we've often told investors that our cost reductionsare not perfectly smooth quarter-to-quarter.

So,when we look at the total years we'll talk about in February, I think, you'llsee a very robust cost reduction program again for our wholly owned businessand the fact that it will be greater than our pricing and margins will be upslightly for the year.

Relativeto quarter four, I'm not looking for anything substantially different in grossmargins. We think we'll be able to maintain our very robust levels.

Nikos Theodosopoulos - UBS

Okay.Given that in the fourth quarter, you'll be running at full capacity and you’vegiven some initial forecast next year for about 25% industry growth. The panelmakers keep talking about continued shortages next year.

What'syour strategy going into next year, in terms of adding additional volume? Areyou going to add based on the market growth of 25% or would you add differentnumbers based on, perhaps, a desire to gain some share next year or not? Canyou talk about how you approach the capacity additions for next year?

Wendell Weeks

Soover the long term, what we continue to do is follow our strategy of addingcapacity based upon our view of the end market growth. And we've done thatconsistently and we will continue to do that consistently.

Rightnow, in our dialogue with our customers, it once again looks pretty tight for2008 and we'll do our best to fulfill our customers’ requirements of us. Butour capacity planning is always based on our view of the end market.

Operator

Ournext question comes from Steven Fox from Merrill Lynch.

Steven Fox - Merrill Lynch

Goodmorning. Just going back over the margins for second on the Display business orjust as a whole, it seems like as you add capacity during the course of thenext several quarters you'll be running fairly tight.

Wouldthose additional unit volumes result in any incremental margin or should we bethinking about margins from Display and the SCP as sort of maintaining at thesevery good levels for the next year or so?

James Flaws

Theincremental units that we add because they are so modular really don't have thesame leveraging effect that you normally think about in the way of fixed cost,because they are relatively small increments to add to fix costs and volume atthe same time. So you don't see that effect. Really, you do see someimprovement when we get incremental capacity from running our existing unitsbetter. And that's what's led to our cost reductions to help offset the pricereductions.

Butfrankly, as we talked about in the past, our goal is to maintain these veryhigh gross margin percents we have year in, year out and that's what we'rehoping to do again as we head into next year.

Steven Fox - Merrill Lynch

Great.And then just one question on moving to Generation 10 technology, do youanticipate that you’ll maintain the typical one year lead over yourcompetition, as you move over to the next Generation?

Wendell Weeks

So,it's hard to comment on exactly where our competition is. I think the mostimportant news on Gen10 is that we were invited by Sharp to co-locate withtheir new and what will be the first manufacturing of Gen10 panels in theworld.

Andso, I think that action by Sharp speaks for itself and I really can't add muchto it.

Operator

Ournext question comes from C.J. Muse from Lehman Brothers.

C.J. Muse - Lehman Brothers

Goodmorning. Thank for making taking my call. First off, now that you havevisibility to your glass volumes through year round and considering the newpricing strategy that you adopted beginning of the year. Can you comment onwhat impact you see that having on your market share?

Wendell Weeks

Sowe don't see in the quarter any sort of significant movements in market shareone way or the other. Our current view and market as you heard from Jim, isthat it's relatively flattish quarter three to quarter four. You will see ourvolume guidance up 2 to 5%.

Numerically,you can calculate. It looks like a share gain but frankly you're going against400 million square feet of glass market in quarter four and single digitmillions moving one way or the other is just sort of lost in the noise. I thinkyou have to step back overall and say what are we try to accomplish this year inDisplay?

Whatwe try to do is do a new pricing strategy that would significantly moderate thedecline of prices while overall maintaining our position in the market. And aswe said at the beginning of the year, the place that we anticipated to lose alittle share would be in Korea with LPL mainly because of LG's long-termconcerns with dealing with the Samsung affiliate.

Soother than that, our pricing strategy and our market share strategy has reallystayed very consistent.

C.J. Muse - Lehman Brothers

Rightand secondly, given the time lag in terms of dividends off of tax earnings fromyour equity affiliates. Jim, can you comment on your thoughts around free cashflow for 2008 and what your plans are on that front?

James Flaws

Wewill be reviewing our ability of our equity companies to pay dividends as weget towards the end of the year and we’re expecting very strong dividends fromboth SCP and Dow Corning again next year. We haven't set them at this point intime.

SCPis going to be expanding next year significantly, but we believe they will beable to pay a substantial dividend and we will be evaluating at Dow Corning. Ithink for the corporation's free cash flow, the most important dynamic goinginto that would be of the pace of the Gen10 investment in Japan should we reach final agreement with Sharp thatwill have pretty big influence on our capital.

Wewill give you some guidance obviously as we get to the end of the year.

CJ Muse - Lehman Brothers

Okay.I guess a follow up there, Jim. On the OpEx side, great cost control there inQ3 down to 23%, well below what you guided. But then you are guiding up againin Q4. And I guess there is some end of year expenses there. When you look to 2008,do you see a shift here where 23% to 24% is kind of the right range for OpEx?

James Flaws

Wedo have some more year end expenses. There are some things that occur naturallyin quarter four for us. We’ve always gone up a little. Relative for 2008, weare not changing from our strategy; I would like to separate OpEx into twocomponents.

First,in terms of SG&A, the kind of goal that we've been talking about for thelast few years which is have our SG&A increases really less than half ourrate of sales, that’s something that the management team is committed to doingagain in 2008 so that should help.

TheRD&E number I think will be very depended on the success of our developmentwith a number of things and whether we can move some of our big projects to thenext stage; if they do that might increase spending a little bit more. But, Ithink that would be good news overall.

Sowe will try to give you more guidance on it then. But leverage wise, you shouldsee some plus; the only thing that we could move it up would be if RD&Emoves up and that’s gonna be a long-term good thing.

C.J. Muse - Lehman Brothers

Lasttwo quick questions from me. First, do you expect another charge for SamsungCorning Company Limited in Q4 and then secondly, for the other revenues thatyou guided up 10% to 15%, is that principally on the semiconductor opticallenses seeing some strength?

James Flaws

Latterquestion is yes. On semiconductor area and on Samsung Corning CRT, we couldhave a charge in quarter four and possibly in quarter one but we are coming tothe end of our sequences of charges with that.

Operator

Yournext question comes from Brant Thompson from Goldman Sachs.

Brant Thompson - Goldman Sachs

Ihave got two questions. The first, just going back to the margins in the glassbusiness. So if you're able to hold utilization rates extremely high andpricing relatively stable, are you hitting the point where the ability is justto bring cost out of the business has changed? So therefore you are maintainingmargins as opposed to seeing greater margin expansion in that totalconsolidated business; is it more of a cost issue? Thanks.

James Flaws

NoI mean, our goal has been to have our cost reduction program match or exceed ifwe can price reductions and we didn't have a goal trying to move our marginsup. Our goal’s long-term to have a robust rate of cost reduction to at leastoffset our pricing. It’s possible in a given year that it might be little bitmore and therefore allow margins to move up.

Ithink you should not focus too much on any one quarter because our costreductions in a given quarter and also when we bring on new capacity--the onslaughtof depreciation as an example--can influence a given quarter. But, we have notseen a lessening in our list of projects to continue to reduce cost.

Brant Thompson - Goldman Sachs

Thenany comments with regard to an outlook for Dow Corning as we look into 2008.How should we be thinking about how that might trend?

Wendell Weeks

Idon't have any comments today on it. We're actually about to review their planfor next year in the next few days. They clearly are influenced by the globaleconomy. Silicone, aside from polysilicone, do tend to move with the economy.So we have to see how that's going around the world. And then polysiliconethere will be some additional capacity next year and as we get to our Januaryannouncement we'll tell you when that's likely to show up within the cycle nextyear.

Operator

Yournext question comes from Jeff Evanson from Sanford Bernstein.

Jeff Evanson - SanfordBernstein

Inprevious calls you mentioned some changes in utilization of class both becauseof tiling yield and because of just better manufacturing techniques. I'mwondering if you could give us an update on how those are progressing? The gap betweenthe area that the panel manufacturing shipped to customers and the glass thatyou need to ship to them to make that happen and how we might think about that gapchanging next year?

Wendell Weeks

Sowe don't have any very new update on panalization or yields. Everything thatwe're seeing was consistent with our last update to you, Jeff. What we see frompanel makers is if you take a look at the quarter four sequential guidance fromLPL, SCC, and AUO is area growth in the mid-single digits from LPL, SCC saidshipment unit growth of a couple of percent. AUO large panel shipment's flat;TV shipments up low teens.

Soit's pretty consistent with what we're talking about with our overall glassmarket, and you know, I don't think there is much to be mind in the near termaround the panalization and yield factor. We will do our natural update ofthose and get back to you as soon as we know something new.

James Flaws

I'djust like to comment on one other thing about looking at the shipments frompanel makers, assembly versus our own numbers. People have to remember thereare inventories that exist at our panel makers both inventories glass andinventories of their own finished panels.

Soparticularly when there is a quarter where there is relatively low percents forus and for them that can have a bigger impact than it has in some quarters whentheir growth rate is in their teens.

Operator

Ournext question comes from John Roberts from Buckingham Research Group.

John Roberts - Buckingham ResearchGroup

Giventhat the increase in size is a strong driver of square inch growth, could youupdate us on where you think the average size LCD is now or will be a year fromnow relative to a year ago?

James Flaws

Ithink we're looking at televisions to end the year a little over 31. And theywere 28 last year. I don't have a new number for next year, but we do expect togrow again next year. But unless we're very surprised on large size, the rateof growth in inches per year will be less next year than it was this year.

John Roberts - Buckingham ResearchGroup

28to 31 are about a 25% increase in surface area? Even if you don’t have thenumbers.

James Flaws

Idon't have the numbers on the top of my head like that, but I’ll let you figurethat out but we are looking forward to grow next year. I think one of thethings we’re very interested to see and to learn things from is what'shappening in retailers to see what's happening with 40-inch and 50-inch LCDtelevisions this holiday period.

Forthe first time, we'll expect to see 50-inch LCD’s with full 1080 go head tohead with plasma having full 1080 and the price points for LCD will be verycompetitive. If that does well, it'll have a big influence on the average size.

John Roberts - Buckingham ResearchGroup

Thensecondly, I thought the 10% earnings growth at Dow Corning was relativelymodest given high low prices I think, sometimes drive substitutions towardsilicones and adhesives and fluids. I think semi conductor and solar werepretty robust during the quarter. So could you comment - I know 10% is prettygood growth but I thought it might have been higher.

James Flaws

Ifyou're looking at year-over-year?

John Roberts - Buckingham ResearchGroup

That'sright.

James Flaws

Thirdquarter versus third quarter a year ago. So third quarter, we really haven'tbrought much capacity on Hemlock year-over-year. You may recall last year wehad growth in Hemlock but mostly incurred last year but since the second half oflast year, we haven't had it very much so, you're not seeing the same impactthere.

Theyalso had some expenses related to two expansions; they’re obviously expanding Hemlockdramatically. That capacity hasn't come online and there is some expense thereand we're beginning to see some expense affecting the P&L from the large dimethylexpansion that’s underway in China.

Butyou haven't seen much additional metric tons coming on in Hemlock this year andyear-over-year. In the first half of this year, you did see it gaining numbers thefirst half of 2006 there, but not the back half.

John Roberts - Buckingham ResearchGroup

Iknow you don't provide specific guidance but it sounds like acceleration thenat Dow Corning?

James Flaws

I'mnot giving any guidance on Dow Corning yet.

Operator

Yournext question comes from John Harmon from Needham and company.

John Harmon - Needham &Company

Justone question I want clarification on. You said in the fourth quarter you plan tobe running at capacity at your LCD glass factories. Is that the level you wantto run at? Clearly it's good for margins but do you typically plan on keeping abit of extra capacity around? And does that mean you came up a little bit shortin terms of your forecasting for the year?

Andthe second question is when you start filling ClearCurve, are you going tocount that as a premium fiber? [inaudible]

James Flaws

Justa comment. We were running very full also on quarter three in shipping out of inventory.Remember one of our goals beginning of this year was to try and deal with thecycle by building some inventory in the first part of the year and being ableto ship it in the back part of the year.

Sowe ran very full in quarter three, took a large amount of inventory. We'll takesome of that inventory again in quarter four. Not only inventories will bequite low so we've been running full.

Wecertainly don't have a goal of being absolutely full, but frankly, we'll takeit. Demand from our customers is quite robust, and their inventories are verylow which is boding very well as we head into 2008.

Wendell Weeks

I'dadd to that and so nothing negative happening on the operations side; reallyall our operations are doing very well in terms of productivity and it's justwe have really good demand. So, we would like to have a little more leeway thanwhat we have right now and we’ll work hard to get it and we'll keep at ourproductivity.

Asto ClearCurve yes, we do anticipate that the whole ClearCurve product familywill be a premium set of products. Mainly because it adds so much valueespecially in MDU applications as much as doubling productivity for ourcustomers.

Thatbeing said it's going to be a little different than other premium fiberproducts you may remember from the past, because only around 30% of the all-overrevenue opportunities in the fiber optic cable per say for a connectedapartment unit. Another 70% is at hardware and equipment.

Soalthough I think all the products would be premium products within our overallfamily, they'll be split up a little differently than maybe you would thinkabout normally, although the fiber part in and of itself is not as large asbeing able to capture the premium revenue opportunity across the whole productset - if that makes any sense to you.

Operator

Ournext question comes from Curtis Woodworthfrom JPMorgan.

Curtis Woodworth- JPMorgan

Youknow, Jim, you commented on the variance and the patterns in terms of thesequential volume growth this year in the Display business. I guess I'mwondering what the right way to think about this dynamic is because you havethe seasonality issue where usually in the fourth quarter you get more robustTV sales, and then you also have the dynamic and maybe the panel manufacturersare getting better at managing the seasonality.

Doyou think this year was perhaps better for the supply chain in terms of how theyear unfolded in the sense that it's more consistent production and the panelguys leveled production to maybe not have to ramp up so quickly in the backhalf of the year?

Tome it seems like this actually could be a positive development for the industryeven though it's outside the norm and obviously the street is negative on 4Q. ButI guess I'm just wondering how you think about it and going forward do youthink the seasonality concern in the industry is actually less of a risk here?And that whole supply chain is getting better at flexing up and down for this?

James Flaws

Yes,Kurt, I totally endorse that opinion. We think it's actually been verypositive. You may recall back in February we were concerned that the supplychain waited too late to ramp.

Theycould actually just not have enough to satisfy end market demand and that wasone of our fears and we were frankly we’re delighted in quarter two and beganmoving up to beat our own estimates because we haven’t seen it at the beginningof the quarter. But as the quarter unfolded, we did.

Andbasically they moved up to what we have afraid they would have only in quarterthree and late quarter two and then in quarter three they moved up to theoriginal forecast to be quarter four levels and maintain them. I think whatwe're seeing is some--I hesitate to use the word—maybe some maturity in how thesupply chain thinks.

Thereisn't as much surplus in panel making capacity as there used to be. As the ITbusiness has achieved essentially maturity with penetration rates and monitorsbeing almost at 90% and television now moving well up. We may be seeing more ofan even utilization going forward.

Thisraises the question whether we should be thinking more about year-over-yearcomparisons as being the primary metric that we talk about here. But we'redelighted, we think it's been very positive. And frankly it's been verypositive for our customers. Notice the recent announcements from the Taiwanesein terms of their MTAT as a percentage of sales, there's some stunning numbersbeing put on the board by our customers.

Curtis Woodworth- JPMorgan

Great.And in terms of the market is going to be clearly very tight in the fourthquarter and then maybe the supply eases up in 1Q. I mean, in terms of yourprice discussions, I know there is probably not a lot you can say, but on themargin, do you feel like the panel makers are more willing to commit to makethe longer term price agreements, relative to the past? Given concerns for shortages?

Wendell Weeks

WhatI would say is that we are feeling relatively confident that we could continueour pricing strategy that we started this year and continue to execute thatinto next year, and our dialogue so far with our customers have been positive.That being said, we've still got a lot of work ahead of us.

Curtis Woodworth- JPMorgan

Okay.And last question. In terms of the product mix and Display, looking out in 2008obviously TV is going to become much more part of the overall mix. So thequestion is, I'm not sure if you can answer it, if you look at ‘08 relative towhere your mix changed this year would you expect a more sizable mix shift nextyear to larger generation size substrates to meet that demand?

James Flaws

Thebase is so large now it's hard for any individual to move fast to make a bigchange statement. We have in Korea, we just have Samsung having started their Gen8 basicallyand that will be a plus for us. And hopefully Sharp’s Gen8 continues to ramp upand we've got the big 7.5s in Taiwan that are not yet at full ramp.

So,that should be a help to us, but we also have people who have talked aboutputting additional Gen5 capacity in and so it's hard to say you're going to seesomething real material. Actually, if you look at our percentages we give outevery quarter, it's not like they’ve been moved dramatically any time.

Operator

Ournext question comes from Tim Daubenspeck from Pacific Crest Securities.

TimDaubenspeck - Pacific Crest Securities

Thankyou. The first question, I apologize if you stated this but can you tell mewhat the quarter-over-quarter price declines was backing out the exchangeimpact?

James Flaws

Quarter-over-quarter,for quarter three?

Tim Daubenspeck - Pacific CrestSecurities

Yes.Q2 to Q3.

James Flaws

Q2to Q3 a year ago?

Tim Daubenspeck - Pacific CrestSecurities

No,no, sequential, I apologize, it is sequential.

James Flaws

Itwas in line with our guidance very well.

Tim Daubenspeck - Pacific CrestSecurities

So,1% to 2% sequential?

James Flaws

Yes.

Tim Daubenspeck - Pacific CrestSecurities

Okay,and then there's been some discussion of LPL potentially selling the business. Couldthat potentially have any impact in terms of the share within the panel marketas some of those inherent Korean conflicts could potentially be removed?

Wendell Weeks

No,I think we're on a pretty level course right now with LPL. We always look atany sort of changes that are happening with our customers with great interest.But so far I would comment that things are progressing exactly as we would havethought and in line with our strategies.

Tim Daubenspeck - Pacific CrestSecurities

Andthen finally, in terms of 2008 telecom with the bendable fiber, are youbuilding in any expectations of share gains within cable and hardware in 2008?

Wendell Weeks

It'sstill a little early. Remember, we just completed our field trials with thefirst of our product family and we’ll going to just be starting tocommercialize in the quarter four with the first of the product family and thenwe have a number of other field trials in quarter four of other pieces of thatfamily for MDUs.

Soit's a little early for us to be able to give any degree of accuracy. Whatexactly the revenue impact's going to be. This is a significant new product andas such, there’s a lot of excitement. But also as such it's going to take us alittle time to find out exactly how big an opportunity it is.

Operator

Ournext question comes from Carter Shoop from Deutsche Bank Securities.

Carter Shoop - Deutsche BankSecurities

Goodmorning. I wanted to talk about the glass business in 3Q when you look at thestandalone business excluding SCP I was a little bit surprised we didn't seemore upside there. I realize it was at the high end of expectations.

Whenyou look at a lot of your panel customers, particularly in Taiwan, we saw those customers actually deliversubstantially above their guided range. Just to throw a few numbers at you, ifyou look at your customers, which I estimate represent roughly 50% of yourbusiness in the standalone glass business, your customers did about 32% inregards to a sequential gain in 3Q versus your 15%.

Andthat compares to about 24% growth in 2Q for your customers where you did 12%.So while I understand inventory can sometimes have an impact there, it appearsthat you meaningfully underperformed those customers over the last two quartersand now you're looking for just in-line expectations.

Socan you help me understand why there's a little bit of a disconnect there?

James Flaws

Wedon't think we meaningfully underperformed what they did. So we saw sequentialgrowth of 15%. And if you add up all of our customers, they were perhaps alittle bit greater than that. But we don't think there was a meaningfuldifference. We don't think we were losing share at our panel making customers.

Wendell Weeks

Ithink what you have to do is you have to step back and take a look at the totalmacro because we're so large in the market. You have to step back and take alook at the total. And if you just take a few customers and what happens withtheir particular shipments in any given quarter that is only one piece of itand then you put that together with the overall supply chain movements and it'sreally hard to conclude much.

Intotal, we're really comfortable with where we are and where we're going to endup the year and that we're in line with market growth. So we feel pretty good.

Carter Shoop - Deutsche BankSecurities

Fairenough. We looked at the trend over the past three years and actually there'sbeen a very tight correlation and then it's really started to disconnect here alittle bit over the past two quarters. I wasn't sure if that was anything toworry about. But I guess we'll wait and see what happens in 4Q.

Inregards to 4Q growth and expectations, are you limited at all, I know youmentioned that you are at full capacity; if capacity was a non-issue, would webe seeing a higher sequential number for guidance here?

James Flaws

Soyou're saying theoretically if we could make more, could we sell more?

Carter Shoop - Deutsche BankSecurities

Correct.

James Flaws

Sotheoretically yes, but it's hypothetical.

Wendell Weeks

SoI think the right way to think about it is full capacity; it's tight and we'rescrambling, we're trying to make as much as we can for our customers, and wewill do our best.

Carter Shoop - Deutsche BankSecurities

Acouple of more quick ones here. On competitive pricing, have you seen anenvironment change at all with your two largest competitors in this quarter orlast quarter?

James Flaws

OkayCarter, when we add up all the panel makers that exist in our base in Korea, we don't see area shipments from panel makers toset makers by our math being materially different from our 14% to 15%.

Ithink sometimes people focus on just a few who give the numbers. Actually noteverybody does give area numbers. But in our best estimate and we generallyknow since we supply everybody what people are running at. Their shipment's out;we know what they tell us what their inventories are. We're not seeing a numberwhere that area numbers are substantially different from what we sawsequentially.

Carter Shoop - Deutsche BankSecurities

That'sincluding Korea?

James Flaws

Yes.

Carter Shoop - Deutsche Bank Securities

Alreadyexcluding Korea. I mean the SCP business looked like it trendedkind of in line with expectations. It was the non-SCP business that relates toour divergence and based on our checks, you are at least maintaining share withSharp and with these customers in Taiwan you get to about 70% of your overallbusiness. And those vendors are the ones you meaningfully outperformed you on asequential basis in 2Q and 3Q.

James Flaws

Ithink we disagree with that.

Carter Shoop - Deutsche BankSecurities

Okay.Fair enough. And the last question on the tax rate, a little bit belowexpectations in the quarter and then for guidance, where do you see thatshaking out for 2008 if you can comment on that?

James Flaws

Ihaven't given guidance yet for 2008 so we'll give comment later on. Did youwant to answer the pricing question?

Wendell Weeks

Sonot much to add beyond that our pricing strategy looks like it's working. Wedon't have any deep insight into exactly what's happening with our competitors'pricing but ours is going exactly as we laid out.

Operator

Ournext question comes from Daniel Gelbtuch from CIBC.

Daniel Gelbtuch - CIBC

Justas a follow up to that. With regard to the very tight environment it's prettyclear I don't know if you had any representatives at the DisplaySearch Conference,but it sounds like for the next two maybe even three years it's going to be atight environment.

Areyou getting any pushback from your pricing strategy?

Wendell Weeks

Inmy experience, customers always would like lower prices, so there's alwayspushback. But I think the good new here is if we just step back to the beginningof the year when we laid out we were going to pursue this new pricing strategy,that at the same time we were going to convert all of our customers over to anew super green glass, as well as pursue Gen10 and we wanted to do all this,while maintaining our position in the market.

Ithink the good news is we are into quarter four is all of that has occurred.So, from an operations standpoint, from an execution standpoint, we really aredelighted with where we are right now in Display. And as we look forward, rightnow it's a very positive environment for us to continue to execute ourstrategies.

Daniel Gelbtuch - CIBC

Okay.And as far as, just on a macro long-term view, where do you think the marketcan be growing in over the next two-three years on annual basis. What do youthink will be a fair supply estimate?

Wendell Weeks

Wewill update that when we get together with you all in February, give anothermultiyear outlook. One thing that we have said previously, and I think Jim justcovered at the beginning of the call is we have said that we anticipate nextyear to be up at least 400 million square feet as a market.

Butwe haven't gone out further than that. We’d like a chance to update you on thatwhen we all get together in New York.

Daniel Gelbtuch - CIBC

Andthen just to switch gears to telecom, any update on what you see in the macroenvironment for '08 and '09? And I guess, for '08 and '09 for Corning, are there any other operating leverage leversthat you look to for '08 and '09?

Wendell Weeks

Letme start with overall market trend, and then let Jim comment on any levers. Sowhat we see there is really continued maturation of the fiber and the accessmarkets. At the beginning of the year, we said what we wanted to see happen wascontinued growth in Fiber-to–the-Premises, not only at Verizon but having someothers also adopt that technology and we have seen that happen.

Andthen we wanted to see the fiber to the node type architectures also gainmomentum. And we've seen that as well. So as we look forward, we'd say that'sgoing to continue to be a source of growth for us, as customers around theworld pushing fiber deeper and deeper into the network.

Daniel Gelbtuch - CIBC

Asfar as operating levers for Corningper say, in any of your segments beyond LCD obviously?

James Flaws

Ithink the biggest lever will be the impact of diesel as we go through the nextcouple of years. We believe that the heavy duty truck manufacturers arebasically reaching the end of their, if you will, engines from last year,trucks from last year, and so we'll see good diesel growth again in 2008 and2009.

Andthat will have substantial operating leverage for us as volume flows into ourfactory and as we continue to get better at manufacturing. So, I would saythat's the biggest lever that we have outside of LCD within our wholly owned.

Operator

Ournext question comes from John Anthony from Cowen & Company.

JohnAnthony - Cowen & Company

Goodmorning. Couple quick questions on Environmental. Can you give us a sense ofhow much of an impact, if any, the heavy duty versus light duty had on theoverall sales mix? In other words, is light duty big enough that it'smeaningfully contributing to diesel yet?

James Flaws

Yes.Light duty's definitely meaningful to us in terms of volume and is moving up interms of profitability. So definitely is becoming meaningful to us. Heavy dutyis still the most important to us right now.

John Anthony - Cowen & Company

Canyou give us a sense for the rough split within the diesel line, how much isheavy and medium and how much is light?

James Flaws

No,we’re not prepared to give that level of detail today.

John Anthony - Cowen & Company

Andcan you also give us a sense quickly for where the margins are in theEnvironmental business, specifically how diesel's been trending, and othervolumes aren't quite what you expected given the inventory levels that werebuild last year. But can you give us a sense of when we might see a sizableimprovement in the margins?

James Flaws

We'veseen it on improvement this year already and you will see another substantialimprovement next year driven primarily by diesel. So you're seeing it. Wedidn't get quite the volume we originally hoped this year. But we expect to getvolume next year and you’ll see a substantial move up in margins.

John Anthony - Cowen & Company

Okay.And Jim, is that margin improvement going to be based more on the volumeincrease or are there going to be adjustments to the cost structure and theproduction structure that will contribute there as well?

James Flaws

Youare going to get the utilization effect, you get the volume effect of sellingmore and in fact we already have fixed cost by and large in place for it, that'san effect for us, and we're improving our manufacturing. So you're going to seesubstantial operating leverage from diesel next year.

Operator

Ourlast question today comes from Ajit Pai from Thomas Weisel Partners

Ajit Pai - Thomas Weisel Partners

Twoquick questions, the first one is regarding your quarterly cash flows. I meantypically the fourth quarter has the strongest cash flows of the year. Do youexpect that trend to continue?

Andthen the second question would be about your telecom business, which is on the longhaul side. Can you just broadly geographically describe the trend you're seeingthere like in terms of North America, in terms of Europe and then in terms ofAsia - wherever there are trends that you can spot particularly?

James Flaws

Weexpect a very strong free cash flow performance in quarter four. You arecorrect. That is very often our best quarter during the course of the year.

Wendell Weeks

Andin telecom, we've seen a lot of strong growth in North America as well as in China and in Europe. Whenyou want to divide it by network type, though, the bulk of the growth, you'reseeing in the more developed markets is in the access piece of the market, Fiber-to-Node,Fiber-to-the-Prem, similar type architectures in Europe. As well where you're still seeing some good strong metro-build outin the less developed countries.

Ajit Pai - Thomas Weisel Partners

Right.The second plan that you brought out this year, could you give some color as towhat kind of progress has been made over there? Whether it’s progressing ontrack? Whether you’re ramping it faster than you expected at the same pace? Andwhere capacity utilization over there is right now?

Wendell Weeks

Sowe did two announcements this year. We did the Shanghai expansion of our facility in China as well as the restart of our Concord facility here in the U.S. Both are progressing very well. Of course we'vegot a lot of room for future growth in Concord but so far so good from an execution standpoint.

Ajit Pai - Thomas Weisel Partners

Okay.Thank you.

James Flaws

I'dlike to wrap up with a few comments. First of all, for those of you who didn'tnotice, we had a new format on our press release this quarter in response tocomments of having some simpler headlines. If you have any feedback on it,please give it to Ken.

Second,if you’ve seen in the investor related announcements, Peter Volanakis, ourPresident and Chief Operating Officer will be presenting at the UPS Technology Conferencein New York City on November 13. And on November 28, I'll bepresenting at the Credit Suisse Technology Conference in Scottsdale. Finally on December 6, Kate Asbeck our Senior VPof Finance will be presenting at the Lehman Brothers Technology Conference in San Francisco. And we certainly hope to see you at one of theseevents.

Regardingour results for the third quarter, we wouldn't have been more pleased. Thecompany hit all-time records as I said for gross margin, net income, EPS beforespecial items. As I mentioned the last call, we view these records as majormilestones given our long history. And we tend to deliver on our quarter fourresults. If we do, the company will have total new sales up approximately 12%and EPS ex-specials up well over 20%. So we're delighted with our performance.

Thanksfor joining us this morning. And we look forward to seeing you in the nearfuture.

Ken Sofio

Thankyou, Jim, thank you, Wendell. Thank you all for joining us this morning.

Aplayback of the call will be available begin at 10:30 A.M. Eastern Time today to 5:00 P.M. Eastern Time Wednesday November 7. To listen,dial 203-369-1538. No past word is required and the audio cast will also beavailable on our website during that time.

Julianne,that concludes our call. Please disconnect all lines.

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