Ann Nicholson - Director, Investor Relations Jim Flaws - Vice Chairman and CFO Wendell Weeks - Chairman and CEO

Rod Hall - JPMorgan Mark Sue - RBC Capital Markets Vamsi Mohan - Bank of America Amitabh Passi - UBS Joseph Wolf - Barclays Stephen Parks - Cross Research Jim Suva - Citi Patrick Newton - Stifel Brian White - Cantor Fitzgerald Simona Jankowski - Goldman Sachs Jagadish Iyer - Piper Jaffray

Welcome to the Corning Incorporated Third Quarter Results Conference Call. It is my pleasure to turn the call over to Ann Nicholson, division vice president of investor relations.

Thank you, Lola and good morning. Welcome to Corning's third quarter conference call. With me today is Wendell Weeks, Chairman and Chief Executive Officer and Jim Flaws, Vice Chairman and Chief Financial Officer. Before we begin our formal comments, I'd like to remind you that today's remarks contain forward-looking statements that fall within the meaning of the Private Securities Litigation Reform Act of 1995. These remarks involve a number of risks, uncertainties and other factors that could cause actual results to differ materially. These factors are detailed in the company's SEC reports. You should also note that this presentation contains a number of non-GAAP measures. A reconciliation can be found on our website. Now I'll turn the call over to Jim.

Thanks Ann. Good morning everyone. Today I will be focusing mainly on our results for quarter three and our outlook for quarter four. However, we had a significant announcement last week. So I’ll quickly recap that news and how it fits into our corporate strategy. Corning is a company of long history and a clear strategic framework, which has three main components. First, we grew up primarily through global innovation. Because of our innovation, our operating leverage brings risks, we also work to bring stability and balance to the company with conservative strategies and a broad portfolio of businesses to participate in diverse markets. And finally, we proactively live our values. Last week, we announced a series of agreements with Samsung that included an expanded technology cooperation and attaining full ownership of SCP. We also announced incremental returns to shareholders with a new stock repurchase program. Last week’s announcement fits very well within our strategic framework. First, it’s an outstanding financial transaction for the company and for our shareholders with strong accretion and increased cash flow. We will be putting that financial strength to work for shareholders immediately with the new buyback program. Second, it strengthens our LCD business worldwide with cost reduction opportunities, provides a simpler go-to-market approach and allows future lower capital spending. It enhances our ability to service all our glass customers, including Specialty Materials, Gorilla Glass customers. It enhances our 40-year relationship with Samsung and it preserves Corning’s independence, allowing us to work with all customers. This slide recaps the major elements of our announcement. Corning will become 100% owner of SCP’s LCD business. We will have a 10-year supply agreement with Samsung for LCD glass. We will expand our collaboration on technology development. Samsung will directly invest $400 million in Corning. And finally, we have authorized $2 billion in an additional share repurchase, which is effective upon closing, which is expected to occur during the first quarter 2014. This new share repurchase will offset the delusion from a common shares embedded in a convertible preferred shares issued to Samsung. Resulting impact to our core financial statements expected to be approximately $2 billion increase in sales, $350 million in incremental NPAT, and additional $500 million per year free cash flow. When you include the impact of the share repurchases, total accretion to EPS on a fully diluted basis is approximately 20% in 2014 and ’15. So before I jump into the quarterly details, I would like to remind you we provide our results on a core earnings basis in order to exclude non-performance-related items and increase transparency of our operating results. Core financial measures are non-GAAP and of course, we continue to report our GAAP results. You can find detail reconciliations on our website outlining the differences between these non-GAAP measures and most directly comparable GAAP measure. Let’s turn to the third quarter. Pleased to say our third quarter results were very strong. We experienced some headwinds in certain portions of the company compared to our expectation entering the quarter. However, thanks to excellent operational execution and cost control, we delivered a fourth consecutive quarter year-over-year strong EPS growth. In total, we delivered 17% growth in NPAT, 18% growth in earnings per share on a 10% increase in sales. Display technologies continues to regain positive momentum. During the quarter, we renewed the contracts that we had announced at this time last year. We think this is a very positive signal for our Display business. LCD glass price declines were again moderate in Q3 as expected. Looking ahead, we expect Q4 price declines to be in the same moderate range as Q3 and our market share remains stable going forward. And our other businesses also performed well during the quarter. Telecom nearly doubled, net income year-over-year and a 24% increase in sales. Specialty Materials has sequential profitability gains driven by Gorilla Glass manufacturing and sales. Life sciences and environmental had year-over-year net income expansion, despite lackluster demand for environmental products and diesel. So, overall, we are pleased with the third quarter. So now I’d like to turn to our quarter three core earnings results. Sales were $2.1 billion, up 10% versus a year ago. Gross margin was 44%, up 1.5 points year-over-year and better than our expectation, driven by additional volume in Display. Gross equity earnings of $121 million were down 30% versus a year ago. As a reminder, the SCP portion of this is at constant yen. I’ll provide more on equity earnings in a few minutes. And our core effective tax rate for Q3 was 18%. We now forecast the full year core effective tax rate to be approximately 17%. Finally, core earnings per share were $0.33, up $0.05 over a year ago. Versus a year ago, SG&A was down in absolute dollars and as a percentage of sales, and RD&E spending was also down as a percentage of sales. Now let’s turn to our segments and I’ll start with Display. We believe the overall glass market was up slightly in the quarter. Sequentially Corning and SCP’s combined volume grew by low single digits. Overall, our market share remained stable. Core sales for Display were $689 million in Q3, an increase of 7% versus last year. Price declines were similar to Q2 and in the range we expected. Core gross equity earnings from our Display equity affiliates, which includes Samsung Corning Precision and also our OLED glass venture Samsung Corning Advanced Glass were $85 million in Q3, a decrease of 40% year-over-year and down 27% sequentially. Lower year-over-year volume of LCD glass, price declines on a higher tax rate impacted SCPs results versus the prior year. The sequential decline was driven by a more moderate sequential price declines and lower intercompany glass sales and some foreign exchange impact. Your modeling purposes Display equity affiliates third quarter, Display glass sales in constant-yen were about $509 million, a decrease of 19% from last year. As a reminder this represents Eagle XG and Lotus Glass sale only. Our public filings report our Display equity affiliate's total sales, which include various other products. Now we consolidate sales from our acquisition of SCP, we’ll be reporting their LCD Glass sales in our Display technology segment results. Now sales from SCG and other products will remain excluded in the equity earnings from those non-LCD Glass entities will remain in the equity earnings line. Equity earnings from those affiliates would have been immaterial in Q3. Display’s core net income was $304 million down 9% versus last year, however without the equity earnings Display’s net income would have been up approximately 14%. Strong wholly owned results reflect increased sales and solid cost reduction efforts. Our wholly owned Display business increased gross margins slightly on a year-over-year basis. On the supply chain front, we estimate the forward looking weeks of inventory contracted to 16 weeks in quarter three as we expected. This drop is due primarily to the higher seasonal volume in Q4. We expect that the absolute level inventory will decline significantly in Q4 and that forward looking weeks of inventory will be approximately 15.5 weeks at the end of Q4. Now let me turn to telecom. Q3 sales were $650 million that was up 24% year-over-year and slightly better than our expectation of 20%. Majority of the year-over-year increase was due to career growth in North America and EMEA, as well as enterprise growth in North America, which more than offset year-over-year declines in China fiber sales. China fiber market was softer than expected in Q3 and we believe this will continue through Q4. I give some more detail on this in our outlook. The consolidation of previous equity affiliates and small acquisition also contributed to sales growth year-over-year. Telecom’s year-over-year net income was up 86%, earnings improvement was driven by the higher volume and also cost reductions in manufacturing and asset management. Environmental Q3 sales were down 3% year-over-year and slightly below our expectations. Light duty diesel sales were down versus last year in the week European auto market and the U.S. Class A truck demanded retail and [Belgrade] remain soft. Light duty substrate sales were consistent with quarter three over a year ago. And despite the Environmental sales decline, net income was up 19% year-over-year driven by improved manufacturing performance in cost reductions and operating expense. Now Specialty Materials, Q3 sales were up 8% sequentially as expected and they really delivered on a sequential growth target in the quarter. This is down approximately from 10% last year due to our continued working off of extra supply chain inventory that was built during Q4 of 2012. We've been dealing with this work off of inventory every quarter this year and expect to be pass the issue after Q4. The good news is at a consumption level plus usage going to retail has been up more than 30% this year. Core net income was consistent with last year, Gorilla Glass manufacturing improvements offset year-over-year segment sales decline. We’re very, very pleased with the improvement in Gorilla manufacturing efficiency over the last several quarters. In Life Sciences, Q3 sales were up 39% year-over-year due to the additional sales from the Discovery Labware acquisition, which closed on October, 31 last year. The year-over-year core net income was up a 156%. After one full year of ownership we’re very happy with the progress of the Discovery Labware integration and its positive impact on our earnings. Now, we did feel some effects of the continuing government sequestration in this business. We estimate the impact on sales in the quarter was somewhere between $5 million and $10 million. Now turning to Dow Corning, gross equity earnings for silicones were $28 million in Q3, consistent with last year better than expected, driven by some favorable one-items of approximately $14 million. Sales were down slightly year over year, and pricing issues continued primarily in Asia. Although we are not including Hemlock in our core earnings this year, Hemlock was cash flow positive. And we have been encouraged by some elements of Hemlock’s performance. Our balance sheet is strong. We ended the third quarter with $5.4 billion in cash and short-term investments was about $1.6 billion of that in total United States. Our net cash position is $2.6 billion. Capital spending was $244 million in the quarter. We will now expect our total capital spending for the year to be $1.1 billion, down from our previous forecast of $1.3 billion. Free cash flow for the quarter was $268 million. As a reminder, free cash flow is a non-GAAP measure and a reconciliation GAAP can be found on our website. You may recall late April, we had announced 11% common stock dividend and a new $2 billion stock buyback program. During quarter three, we purchased -- repurchased $209 million of our stock. Year-to-date purchases on the April program are $441 million. So now I’ll turn to our outlook. As we mentioned in our pre-release last week, quarter four has normally had some seasonal downticks in several of our businesses. Long-time followers of Corning know that telecom pattern is usually seasonally down in Q4. Now last year 2012, we did not follow that pattern due to Hurricane Sandy in the NBN ramp in Australia. However, we are expecting a normal seasonal downturn in telecom this year. And that will be amplified by some specific items in telecom and other businesses. These are likely to result lower sequential earnings. Also embedded in this outlook is our expectation of a slight pullback on Display glass demand versus Q3. We did not experience that pullback in quarter four of 2012. Our year-over-year earnings comparison will be influenced for some of the same reasons but also for some different ones. We had a significant supply chain inventory building, Gorilla Glass in quarter four last year, that will not repeat. So I’ll turn to Display outlook. We start with the current view of the end market 2013. Expected retail market is measured in square feet of glass to be up mid-to-high single digits. Right now, it currently looks tracking to be at the high end of that forecast. This is predominantly driven by the increase in the average screen size of televisions. Worldwide units sales of 50-inch plus televisions are up 93% year-to-date. The television market in China continues to meet our expectations. Sales of television to Chinese National Day holiday were as we expected. Many industry analysts are describing the sales in China at the back half of this year is disappointing. Please recall that we had forecasted the end of the China Television subsidy and for retail sell through, area demand area to be up only 5% in the second half. Now let me turn to quarter four. For the LCD glass market will be down slightly. We expect our wholly own Display business in SCP combined volumes to be down slightly from Q3 but shares remain stable. Inventory buildup from earlier this year is expected to feed the high-retail demand in Q4. In lower panel maker utilizations, we expect the supply chain inventory to reduce by approximately half a week from 16 weeks of inventory to 15.5. We estimate LCD glass price declines to be moderate in Q4 and a similar moderate rate to Q3. I’ll spend a little extra time on telecom’s forecast today to make sure you understand the current dynamics. Recall last year, our telecom sales in Q4 did not decline sequentially because of the disaster recovery efforts from Hurricane Sandy increased quarter four 2012 sales in North America and fiber-to-the-home sales to NBN ramp strongly quarter four a year ago. In contrast this year our sales in North America were actually in all-time high in Q3. Our fiber-to-the-home sales in Australia's NBM initiative were expected to ramp over the course of 2013 versus 2012. The construction delays have gotten worse since the lower the ramp. So we expect Q4 sales in Australia to be down significantly year-over-year. Worldwide carrier sales are expected to be up 10% versus last year. The fiber market in 2013 has not materialized as we had expected. Optical fiber market had grown by an average volume of 16% through last decade and had set record high for each of the last six years. We had expected 5% to 10% market growth for 2013, but now I believe that 2013 fiber market will be flat. North America declined more than expected. China is flat and we have served contractions since some other key markets. While we are still assessing our view of the 2014 market, inventory has been increasing in certain locations due to the flat 2013 market demand. So for quarter four, we expect telecom sales to be down low single digits versus last year and total for the year we expect 5% sales growth in telecom driven primarily by fiber-to-the-home in enterprise projects. Environmental we expect Q4 sales to up slightly verses Q4 of 2012, driven by heavy duty diesel market in China and Europe. We believe that China -- regulation in Europe and China will lead to growth and demand for heavy duty diesel products as we enter 2014. Full year sales environmental segment are expected to be down approximately 5% year-over-year driven by the softness in light duty diesel market in Europe and heavy duty diesel in North America. Specialty material sales are expected to be consistent sequentially, but down 20% year-over-year in Q4 due to inflated Q4 in 2012 by previously mentioned inventory building in Gorilla Glass. Expected advanced optics sales to be up year-over-year as demand for semi-conductor industry continues to improve. Gorilla Glass sales are down year-over-year due to IT handheld supply chain over built in Q4 of 2012. This chart shows the Cover Glass sales volume versus industry consumption (inaudible) being handheld square feet. In Q4 demand is up nicely year-over-year, but the overbuilding Q4 of 2012 puts our volume down versus last year. Gorilla Glass 2013 sales volume is expected to be down 15% for us due to the fact of last year's inventory build. Adding to that decline is a lower -- Large Cover Glass sales year-over-year. The full year expects specialty material sales to be down in mid-single digits driven by the impact in the supply chain build up and lower demand for Large Cover Glass. However, Gorilla profitability improved nicely this year and we expect net income to be up slightly. In Life Sciences, we expect sales to be down 10% year-over-year, mostly due to the full three months of added sales from acquisition versus the partial quarter of 2012, as I say down and up 10%. Dow Corning expects earnings from its silicon segment to be similar to Q3. We expected Core gross margin to be consistent year-over-year at 42%. SG&A is expected to be 15% of sales and R&D 9% of sales. Core equity earnings expected to be down about 20% versus last year. SCP is expected to be the main drivers caused by year-over-year price in volume decline. We expect our Core effective tax rate for 2013 to be about 17% and that concludes my opening comments. Ann?

Thank you, Jim. Lola, we'll open the lines now for questions.

Certainly. (Operators instructions) First we'll go to the line of Rod Hall with JPMorgan. Rod Hall - JPMorgan: Yeah, good morning, guys. Thanks for taking my questions. So I wanted to pick off Jim with maybe a little bit of further color inventory. I mean the inventory was pretty volatile this year. We sort of got to the reduction that you'd call for at the end of the year or at the beginning of this year, but it's more than I think you guys were anticipating and I just wonder if you could talk about the sustainability of these inventory levels in 2014, kind of what should we feel be expecting to have a reduction over 2014 or do you think we hold the key level, just kind of what you are thinking there. And then also on the CapEx, just a clarification, are you guys into new CapEx number now including the elimination of that Chinese plant bill or is that still yet to come? And then on optical, if you could just talk a little bit about, if there is any more color you could give us in terms of what’s going on in North America, is this is a single carrier effect that you are seeing or is it more broad based in terms of what’s happening with optical fiber demand? Thanks.

Okay. That’s a lot of questions. So on inventory in the Display industry, inventory in absolute terms build as we march through quarter one and quarter two significantly and somewhat in quarter three. At the end of quarter two, we got to 18 weeks and now we are at 16. As we do that, we are always forward looking. So the drop from 18 to 16 really reflects the fact that Q4 forward-looking volumes are always so much higher. In quarter four, what we expect is the absolute non-inventory drop and we looked in the forward looking relative to Q1, I think we will be a little below 16 at 15.5. It’s our expectation right now that there is no reason for the inventory to be very different from this 15.5 to 16, frankly our precision our accuracy and ability to do that for week is pretty suspect. But I would say we are delighted by the fact that we think we are back about 16 level and maybe 15.5, because as you know we didn’t like being at 18. Relative to the CapEx question, Rod, the 1.1 is the forecast for this year and you may recall that China Television plant was never in Corning wholly owned numbers. So you would not be seeing that in any of the guidance that we would have been talking about. The drop from 1.3 to 1.1 reflects two elements. One, we are always a little slower in capital spending than what we think we are going to be. And the second, we are teasing given in the slightly moderate -- more moderate sales growth than what we expected, that’s probably split about half and a half. But the China is not a factor in that at all. Wendell, you want to comment on optical North America?

Sure. In North America, what we saw that this year we ended the stimulus program and that is what has led to the lower volume levels. We had expected that -- we did expect the stimulus to add and the volumes to drop as a result. But it was what base when it return to and we had expected the base to show a little more growth from what we are currently forecasting. On a longer-term basis, we are pretty bullish on North America. If you are a close watcher of the space, you would have seen comments from major carrier on that getting more aggressive on fiber-to-the-home, which we take as very encouraging. Rod Hall - JPMorgan: Great. Thank you, guys.

Next, we’ll go to the line of Mark Sue with RBC Capital Markets. Mark Sue - RBC Capital Markets: Thank you. The pricing Display glass seems to have been moderate for a numerous quarters now and returns from the strong partner and important shareholder. Can we call victory on pricing -- little moderate pricing pre-sale, perhaps what’s been the response from non-Samsung customers? And if that’s the swing factor to watch in terms of pricing as we move into 2014. And then changing to overall early lead as we look into next year, how you feel about global demand for Display glass? And then, Wendell, just a follow-up on your question, if the fiber may have peaked due to these lack of stimulus now here in North America and if I look at some of the big projects overseas that seems to be winding down, how should we think about demand for fiber, is that just kind of a trough here that we should be intriguing to? Thank you.

I’ll start and then turn over to Wendell. On pricing for LCD glass, I don’t think you can declare permanent victory. We have to remain ever vigilant about this, but we are obviously delighted by what you mentioned, Mark, with a number of quarters were down, had a moderate level. I’d call your attention also to something we announced this morning and that is the renewal of the agreements that we announced last October, which had the structure of certain customers where our position was determined by the contract and the pricing would be related and that customer would be done by what the competition is of that customer. We are very excited to have those be renewed for this upcoming year of 2014. In some cases, we now have contracts that extend beyond 2014. So I'll never, in spite of all [retrieve] that we really made a lot of progress. Let me take the early read on 2014 and then I'll turn it over to you for the comments on what other customers are saying about the Samsung agreement. Our early read right now Mark is that we're heading into 2014 in a pretty good position in Display, if our expectation is right that there is a little pullback in utilization in Q4 at panel makers, we think that makes the inventory situation being very good heading into next year. And we continue to feel that, television sales will be strong. For us, it's all about size and as I reported we're seeing great year-over-year demand in large size televisions. And so, we're feeling pretty good about our early read on 2014 of for LCD. Wendell do you want to comment about reaction from other customers

I would say so far the reaction from other customers to our recent series of agreements with Samsung has been positive. I leave after the conference call today on a world tour to spend some time with (inaudible) face-to-face. But so far the reaction has been positive. We may view it as an enhancement of our ability to act independently across the globe and then that taking it as a positive. So more to come, once again we're vigilant on those items, in the end it will be our ability to innovate for them and serve them well that will keep them loyal with us. You also had a question on telecom I want to make sure I understand it. You are asking that, are we entering a slower period for telecom in the upcoming year, was that what you were asking? Mark Sue - RBC Capital Markets: Yes. Since the (inaudible) is one down here and some of the margin projects overseas seems to have peaked, we see long people or we see growth again maybe into 2015.

We're just putting together our view of that. I would say we have some opposing practice in terms of fiber volume, then I find that hypothesis that you are laying out has some merit in terms of fiber volume that a lot of it all pivots around China. And this year China was relatively flat in terms of fiber volume demand. And China can be okay as it looks forward. But I think your hypothesis has some merit on fiber demand, I think on overall telecom sales though it's a little different. We're seeing an awful lot of strength in enterprise those were all of our data center built machine and awful lot of strength in our wireless product set. So I think telecom sales are about a lot more than fiber volume. So I don't know that your hypothesis holds for overall telecom sales. Does that make sense to you? Mark Sue - RBC Capital Markets: Yes. That's helpful. Thank you and good luck gentleman.

Next we'll go to the line of Vamsi Mohan with Bank of America. Vamsi Mohan - Bank of America: Yes. Thank you. Good morning. Jim, can you bridge the SCP equity income between Q2 and Q3. It looks like it's down from $117 million to $85 million, that's a 25% or so decline, was there incremental share loss there. And roughly what percent of SCP capacity is correctly unutilized and I will follow up?

So in quarter one and two we are averaging about $125 million net come, in quarter three we're $85 million and probably be about $80 million in quarter four, so there clearly is a step down, we've known this for a while. The impact is we continue to have price erosion and unlike our wholly owned business, we have no volume growth and actually have a little bit of volume decline. It is not a share loss. Share remains the same it has been at both our large customers in Korea. We did have some other impacts, some of the strength and income at SCP in earlier part of the year was actually they are making product and selling it through us under our old agreement. And you may recall that we've told in the first half of the year, a wholly owned business is relatively full. So we had SCP make product for us and under the old agreement they kept the majority of those profits. There also was a little FX impact in this quarter, but fundamentally not a share loss. But just there is not growth in demand in Korea right now and prices go down there and that impacted and we are not having them make product for us. And obviously this all resets when we get to the deal closing. Then we can use the worldwide capacity most efficiently. Relative to your comment on capacity in Korea, we have a significant amount offline there, but that significant amount offline comes about from what happened in the fourth quarter 2011 when the LG shares stepped down dramatically. So that’s where we have a big opportunity to use those very efficient tanks going forward. Vamsi Mohan - Bank of America: Thanks. And as a follow-up, given the utilization rate cuts at panel makers that you alluded to? Can you talk about if you are taking this opportunity to also cut utilization rates in Display and what the anticipated gross margin impact from such cuts could be? Thank you.

You are seeing the gross margin impact in our corporate guidance which was down for the quarter that’s driven primarily by Display, some by Telecom. We have an enormous sequence of tank repairs coming up, so we will take advantage of those repairs that will allow us to throttle back a little. I do want to emphasize that this pull back from panel makers that we are talking about is not a significant one. We are talking about the -- our volume in Q3 down only a small percent, in Q4 to only a small percentages versus Q3. So it’s not a big deal but it is down.

Yeah. I would characterize it -- it’s really a feathering as we come out to that end of the year and the degree of precision on whether or not we will -- how much we will feather is in the pretty precision area. So this is subtle move. It’s not a significant move. Vamsi Mohan - Bank of America: Thanks Wendell. I mean, but if I could just follow up to that, I mean, to get to a two to three-week reduction in inventory, that’s quite a material amount in inventory weeks. What sort of TV units sell-through, would you need for that inventory weak number to for a large sized TVs would you need to -- for that inventory number to move down by two to three weeks? Thanks.

Vamsi, I don’t think you realized that we have already achieved couple of weeks because of the forward looking. But as you know the television demand jumps up seasonally dramatically, in the square footage at retail in Q4 versus Q3 in absolute square feet goes up by 33% driven by the seasonality, primarily in North America and somewhat in Europe because of the holidays and obviously large sales -- large sized television of that. But we always see that type of seasonality. But we are -- it is that increase of a couple of 100 million square feet at retail, it gets pulled out of supply chain that causes the absolute number to come down. Vamsi Mohan - Bank of America: Okay. Thanks, Wendell.

Next we go to the line of Amitabh Passi with UBS. Amitabh Passi - UBS: Hi, guys. I had a couple of questions as well. Jim, Wendell, for you this year, you talked about re-upping or renewing your contract. I was wondering if you can update us in terms of whether there were any changes and in even market share or pricing assumptions? And then, Jim, I wanted to confirm, if I look at your fourth quarter guidance? Do you anticipate core EPS to be down year-over-year. I wasn’t sure what you said about OpEx? And then my final question was just on the Gorilla Glass guidance? I would have expected a seasonal uptick in the fourth quarter, so just surprised that you are guiding sales to be sequentially flat? Thanks.

So Gorilla being sequentially flat, we did have some new model launches in Q3. I think there is a possibility, it could go up a little, but right now we are thinking it’s flat sequentially. You wanted to comment on the renewal of the contracts and the terms?

Sure. So we are really happy that to come to renewals to extend those contracts at least to the end of 2014. As Jims said, some of them now stretch beyond that. On -- in all of them, these are not market share gaining moves, these are market share stabilization move, so no change in our share at these customers and no change in the pricing mechanism.

Now I’ll finish up with your question about core EPS. Since you know we don’t give official EPS guidance. Our hope would be to have -- be flat sequentially but it’s possible with this down draft in Telecom because of the year-over-year seasonality we’re having this year, didn’t have last year and the fact that we don’t have any inventory build than Gorilla that we had last year, that we could be lower year-over-year on core EPS. Amitabh Passi - UBS: Okay, perfect. Thank you, guys.

Next we’ll go through line of Joseph Wolf with Barclays. Joseph Wolf - Barclays: Hi, thanks for taking a couple of questions. Just quickly one on the CapEx with the reduction of about $200 million, how sure we’re thinking about a catch up next year or is it too early to think about that based on what’s changing given the Samsung deal? And then on the cover glass, you mentioned that the -- some of the large sizes were down and that turned some of the results. Could you talk about new opportunities that you may be seeing for Large Cover Glass maybe new designs or things that are out there for 2014?

Yeah, I’ll start up by the CapEx. The couple of $100 million being down, we’re not expecting that we will see a big role over into next year. We’re still holding right now our forecast of 13 for the next year. That excludes what would be the impact of consolidating Samsung, but I remind you when we consolidate Samsung’s ongoing capital and we do get the benefit of all their cash flow. But right now we’re expecting to be about 13 next year also. Wendell, you want to talk about Large Cover Glass?

Yes. So we continue to work at a number of different opportunities for Large Cover Glass. I think you’ll understand if I don’t speculate directly on the timing of those and the like. However we’re presuming them in both consumer electronics and non-consumer electronics applications. We’re not counting on a big surge in the near term, but we believe that long term there is a strong opportunity within and like, large area covers. Joseph Wolf - Barclays: Great, thank you.

Next we’ll go through Stephen Parks with Cross Research. Stephen Parks - Cross Research: Good morning. Just a follow up on the Gorilla Glass question, what changed between Q3 and Q4 because it seems like Q4 is a little bit weaker than you would have thought just a few months ago and then secondly given my understanding of what you’re saying about sell through of Gorilla Glass to retail level, is it to assume that once this inventory corrections are over that you’re still working for that type of growth next year? Thank you.

So I don’t think there’s been a real change (inaudible) from our point of view on Gorilla. We’ve been dealing with the inventory work off all year long, but if you -- the consumption cycle can vary by depending one moral roll ups happen. But clearly year-over-year consumption quarter four versus or '12 versus this year is up, so we feel pretty good about that sequence and that consumption level last year quarter four was down from quarter three just like it is slightly this year. We believe that we’ll be finished working off this pile of inventory that was built in quarter four last year after quarter four and the thing that we’re interested in is the growth of IT and handheld and roll out a touch on notebook should drive year-over-year growth for Gorilla next year.

So as we think about it Steve, I think the -- at the end market level, we’re seeing phones that are touch enabled up about 25% this year and tablets up about 30% and we see continued nice growth next year. I think though the --- always the challenging thing about forecasting quarter-to-quarter in Gorilla is the relatively long and complicated supply chain. Having Jim hit on, the good news which is, we believed that as we get through the fourth quarter of this year we will have worked to the last of the overhang of the over ordering from our customers in quarter four of last year. But I totally hear you, the supply chain, given its length and complexity can be difficult to forecast in any given quarter but the year-over-year trends at the consumption level continue to look good to us, Steve. Stephen Parks - Cross Research: That’s totally fair. And then just one very quick follow-up, did you wind up shipping as much as you though into the touch notebook market for the second half of the year or how would you describe that? Thanks.

Our Touch on notebook, I think there is couple of areas. First of all, the overall penetration touch into notebooks has ended up being less than what we had thought it would be at the beginning of the year. Some of this has to do with the some of the challenges of Windows 8, some of it has to do with some of the challenges of what will notebooks work like with touch. Will they be convertible or will they just be notebooks that work just like a notebook but I can touch it to. And all of that I don't think has yet been work through with the clear product concepts by our brands. So I think the penetration is certainly lower than what we would have thought at the beginning of the year and the notebooks continue to be priced and volume challenged. We do believe that this will be overcome that touch will be an important part of notebooks going forward and that ultimately about half of them will be touch enabled. And what we’ll continue to do is work to devise product that makes that more compelling product as well as to deal with some of the lower end and attack of lesser materials because of the incredible price sensitivity of these notebooks and that no one is yet to find the way to turn touch into a compelling price feature. Stephen Parks - Cross Research: Great. That’s all very helpful. Thank you very much.

Next we go to line of Jim Suva with Citi. Jim Suva - Citi: Hi. Thank you very much. I wanted to ask a question, on this acquisition of SCP, you laid down the 20% accretion. Can you talk a little bit about the implied buyback timing or character assumption under that. Is it for the whole $2 billion to be employed like on the very early part of the year or average through the year and what is Corning’s intention for that large stock buyback for the timing?

So we said 20%, we said approximately but our intent is to get those shares taken out of the market as soon as we can. So we have made a final decision on what we are doing in terms of whether we’re doing to accelerate stock repurchase program or not. As soon as we do make that decision, we’ll let you know, but our desire is to get them out of the share account for 2014. Jim Suva - Citi: Back to start. It sounds like in other words not average through the year rather very front end of this. So you can get the EPS benefit for the whole longevity of the year rather than spreading it gradually over the year. Is that correct?

That would be our tendency to try to lean that way. Jim Suva - Citi: Great. Thank you very much.

Next we’ll go to the line of Patrick Newton with Stifel. Patrick Newton - Stifel: Thanks for taking my question. I guess, first one for Jim or Wendell, I guess pertaining to your LCD price mechanisms been in place now for about four quarters and your announced renewal. I’m curious if you could discuss any competitive responses you have seen during this -- during this time?

Well, we try not to applying to much on what our competitors are doing but what’s happen for us on moderate price decline has obviously been influenced on those customers where we have these clauses on what our competitors do can have an impact. But I think overall the industry has seen moderate price declines, but I won’t comment more detail about our competitors. You obviously can look at your public statements. Patrick Newton - Stifel: All right. And then I guess on SCP, the $350 million in incremental income that you've guided to and implied the continued erosion of fundamentals at SCP relative to even the most reported quarter or the most recently reported quarter. I guess can you help us understand what to do comfort that these fundamentals are going to stabilize and what kind of thought process is behind you achieving your targeted $2 billion in free cash flow for the next four years?

I start out by saying we do expect erosion to continue at SCP in quarter four. And once we take over, we believe that we’ll have the ability to manage that operation in a way that we can stop the erosion. And so we expect to get synergies from better utilization of the world wide set of tanks that we have. We’ll be able to get out of some high cost facilities. We will -- we do expect volume growth next year. In a way, we’ll be thinking about this as -- we’ll no longer be telling you what SCP is. We’ll be telling you what our worldwide LCD business is and also our Gorilla business. Remember, this year we’ve been dealing with Gorilla basically not having the growth we expected because of the overhang of inventory. We’ll now get that growth again because we’re matching the consumption level and that’s got to come out of tanks that we need to operate and so that’s where we’re going to get some of the benefits going forward. But we’re pretty confident that we’ll be able to achieve that $350 million incremental.

I think, if we just take a look at the fundamentals here, we expect Korea has a market, the two customers in Korea to be relatively stable. They have been and we expect them to continue to. We’re quite happy with our market share in Korea and our customer share at both of those players. So for us, the acquisition is about cost reduction and being able to utilize that low cost capacity to deserve our growing other customer bases around the globe and that’s where that real stabilization comes from on the financials. To your first question, I would just amplify what Jim said is for us, these customer agreements aren’t about our competitors, they’re about our customers. And approaching, one of the main reasons that we’ve extended them is that we have noted and our customers have noted that it has significantly improved our ability to focus on what really matters to our customers around innovation, service, quality et cetera and it has taken the whole tone of our dialog and focused it on how do we improve each other’s situations in a more integrated way. So that’s one of the main reasons that we have extended it. Patrick Newton - Stifel: All right, thank you very much. And I guess just last one for me Jim is on Gorilla to make sure I understand what you are implying. It seems like you are now looking for flat to slightly up Gorilla revenue year-over-year given the 4Q guidance. And as recently last quarter, I believe you reiterated a 10% year-over-year Gorilla growth. You’ve been aware of the inventory issues now for several quarters. I’m curious it sounds like something on the demand side is kind of a delta between what you expected last quarter versus the new guidance. Am I reading the growth rate correctly? And if you could elaborate a little bit on what changed sequentially outside of the inventory? Thank you.

I’m struggling following your numbers for Gorilla.

I think this may be best if -- while we’re pausing here, are you talking about the consumption level that you saw on that slide or are you talking about our sell in? Patrick Newton - Stifel: If you can tell about your revenue recognition on Gorilla, I think by my math we don’t have an absolute number for 3Q. But I believe you said your guidance is flat on a revenue basis for Gorilla sequentially.

No, we said flat volume I believe. Patrick Newton - Stifel: Flat volume, okay. Well, that helps explain, I have to go and recheck with my math. But in essence, I guess that 10% number year-over-year growth I’m assuming is coming down slightly?

10% in, what? Patrick Newton - Stifel: You originally guided to Gorilla Glass or just revenue to grow 10% year-over-year in 2013?

That was a long time ago. Patrick Newton - Stifel: Because recently you last quarter you implied that was still…

It could have been sequential. I think we are probably best serve here. Maybe if you and Ian can do a follow-up and think of the -- and just think of the models, make sure we’re not plugged and passed each other. I think we are probably best serve by that and what more we are talking past each other. Patrick Newton - Stifel: Perfect. Thank you.

Next, we’ll go to the line of Brian White with Cantor Fitzgerald. Brian White - Cantor Fitzgerald: Yeah. I’m wondering if you could talk a little bit about -- you talked about 2014 and your expectation for TVs a little bit. What type of volume growth in glass should we be thinking about for 2014?

But we haven’t given official guidance yet for the market for next year. But I think that we’d be expecting probably directionally the glass demand in the absence of inventory shifts that we are not expecting, so it would be again in the upper single digits. Brian White - Cantor Fitzgerald: Okay. And the inventory situation in Gorilla, is that -- is that one customer or is that multiple customers?

Multiple Customers. Brian White - Cantor Fitzgerald: Multiple customers. Okay. And I just want to clarify, I may have missed, EPS growth was a little confusing. I thought you said flat quarter-on-quarter but then you came back and said year-over-year it could be flat. So, I just want to be clear, are you talking year-over-year or are you talking sequentially could be flat or slightly down

We said sequentially, EPS could be down and we said that year-over-year, EPS could be flat or slightly down. Brian White - Cantor Fitzgerald: Great. Thank you.

Next, we’ll go to the line of Simona Jankowski with Goldman Sachs. Simona Jankowski - Goldman Sachs: Hi. Thanks very much. Just on the contract renegotiation. It seems like you guys completed that a bit earlier than last year and also for a longer-term, and also it seems like this year you didn’t have a price reset like you said last year, and all of this in the context of what seems to be an environment with a little excess inventory in the supply chain than what we had last year. So, is there anything we can read into that as far as Corning having a better structural or competitive position relative to a year ago?

Timing was identical to a year ago. But we said, you are referring to was the impact of the first initiation of this, as we had to get kind of reset in quarter four as a result of the agreement. But the timing was identical for those.

I think I would add. I think what you should read into it is that our customers are really delighted with the agreements. And so they like the way in which this allows us to work together and I think that’s why it seems like such a come easy event, is it something that our customers really want to do. Simona Jankowski - Goldman Sachs: Got it. But, also it does seems extended for a longer period of time. It seems last year was just a one year extension or contract and this year it seems to have been for a longer?

So it’s a real mix by the customers and what we -- what our customer do is pick what they like and we were willing to agree to that. I think if we were willing, we probably could have gone even longer with more customers. But as, Jim, said for us, this takes cost and vigilance in each of these moves as we try to measure twice. Simona Jankowski - Goldman Sachs: Okay. And then just a quick on Gorrilla, can you just characterize the competitive environment there and whether that has played any factor into the slightly lower expectations?

So really we haven’t see much change in the competitive environment. So it’s not a market share issue for us in any of the major brands. We continue to feel very good about our share. Now that being said, there is more growth in the very low end piece of the smartphone market or sort of white goods and for tablets, the know named tablets in China. And these are phones for instance that sell for like less than $150. In that area, we have not penetrated as highly as you would normally expect us to. But our competition there is not from other alumino-silicate glasses. It’s from just thin window glass with chem. exchanged. So what we’re doing now is we’re taking a look at what should we do in that market segment to compete against the very low end product that really -- we haven’t seen since the very beginning of the cover -- glass effort so long ago in handheld and tablet. We defeated that as an inferior material. And now we’ve got to figure out how to address it in a market segment that is addressing a different piece of the market. So the way I’m looking at, that’s a really nice opportunity. Sorry for the long answer, but I thought maybe a more wholesome answer would be helpful to you. Simona Jankowski - Goldman Sachs: No, that was very helpful. Thank you.

Okay, we’ve got time for one more question.

Certainly and that will come from the line of Jagadish Iyer with Piper Jaffray. Jagadish Iyer - Piper Jaffray: Yeah, thanks for taking my question. Two questions; first, Jim you talked about the demand for 2014. I just wanted to hear you thoughts on what is your early read on supply in terms of the glass. We have talked about capacity being taken off line, but is there any early thought into how the supply is going to be for next year? And then I have a follow up.

So we think glass supply remains relatively stable. We’ve seen disciplined behavior by the glass industry including ourselves. So we’re not expecting any change in glass price as we head into 2014. Jagadish Iyer - Piper Jaffray: And as a follow up, just wanted to -- you did say that the inventory is going to be finished up by the end of Q4 for Specialty Materials. So I was just thinking about -- as we look at 2014 and as you start to roll out new products, how should we be thinking about growth rates for these new products potentially driving year-over-year growth in Specialty Materials for 2014 or it should we still expect consumer devices to be the -- the mobile devices to be the main driver here? Thank you.

I think you should continue to think about the mobile devices to be the main driver. I think you’ll see some touch on notebook improve as well. And most of the other areas around was format and other applications are going to be sort of slower moving as opposed to the speed you see out of mobile consumer electronics.

Thanks, Jagadish. Jim?

Just to wrap up comments, first on investor relation events; we’ll be attending the UBS Technology Conference on November 20 in a new location Sausalito, California. And second, we’ll have a group at the Credit Suisse Technology Conference on December 3 in Scottsdale. A brief summary of the highlights of the call; we remain very excited about last week’s announcement on the purchase of the remainder of SCP LCD business. We’re looking forward to closing the quarter one and realizing the synergies that Wendell was talking about from the integration. I think we’re delighted by our performance in Q3, strong results across all of our businesses. We’re expecting just normal seasonality in Q4, but obviously additional headwinds from China fiber demand. We are very happy with the progress return to positive momentum in Display, combining the synergies of the deal with Q4 moderate price declines and now the vast majority of our 2014 volume under contract should continue that momentum. For the company, we feel we’ve got fundamentals in our businesses that are solid. And lastly for you as shareholders, we’re very committed to continue to return more cash towards you. Ann?

Thank you, Jim and thank you all for joining us today. Playback of the call is available beginning at 11 o’clock eastern today and will run until 5 PM eastern on Wednesday, November 13. To listen, dial (800) 475-6701. The access code is 304926. And the audiocast of course is available on our website during that time. All of that concludes the call. Please disconnect all lines.