CCPC HOLDING CO INC
10-Q, 1998-11-16
GLASS PRODUCTS, MADE OF PURCHASED GLASS
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<PAGE>

                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
         EXCHANGE ACT OF 1934

For the quarterly period ended SEPTEMBER 30, 1998
                               ------------------

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
         EXCHANGE ACT OF 1934

For the transition period from ___________to____________

                        Commission file number 333-57099
                                               ---------

                         CCPC HOLDING COMPANY, INC.
                               (Registrant)


       DELAWARE                                         16-1403318
       --------                                         ----------
(State of incorporation)                    (I.R.S. Employer Identification No.)


E-Building, Houghton Park, Corning, New York              14831
- - --------------------------------------------              -----
(Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code:  607-974-8605
                                                    --------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to the filing requirements for
at least the past 90 days.

                           Yes   X     No 
                               -----      -----

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:

24,000,000 shares of CCPC Holding Company, Inc.'s, $0.01 Par Value, were
outstanding as of November 1, 1998.


<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Index to consolidated financial statements of CCPC Holding Company, Inc. 
filed as part of this report:

                                                                            Page
                                                                            ----

    Consolidated Statements of Operations for the nine months and
       three months ended September 30, 1998 and 1997                        3

    Consolidated Balance Sheets at September 30, 1998 and
       December 31, 1997                                                     4

    Consolidated Statements of Cash Flows for the nine months
       ended September 30, 1998 and 1997                                     5

    Notes to Consolidated Financial Statements                               7







                                      -2-
<PAGE>

CCPC HOLDING COMPANY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                                 Nine Months Ended                   Three Months Ended
                                                          -------------------------------      --------------------------------
                                                          September 30,     September 30,      September 30,      September 30,
                                                              1998               1997              1998               1997
                                                          -------------     -------------      -------------      -------------
<S>                                                       <C>               <C>                <C>                <C>
REVENUES
    Net sales                                             $     364,407     $     399,180       $    134,938       $    145,277

DEDUCTIONS
    Cost of sales                                               243,497           261,178             91,717             95,268
    Selling, general and
      administrative expenses                                   111,176           103,531             37,417             36,197
    Other corporate administrative expenses                       --               13,806              --                 4,602
    Provision for restructuring costs                             2,980             --                 2,980              --   
    Transaction related expenses                                 28,866             --                   255              --   
    Other, net                                                      816             1,650                270                309
                                                          -------------     -------------      -------------      -------------

Operating (loss) income                                         (22,928)           19,015              2,299              8,901
Interest expense                                                 23,605             6,369             11,176              2,282
                                                          -------------     -------------      -------------      -------------

(Loss) income before taxes on income                            (46,533)           12,646             (8,877)             6,619
Income tax expense                                                2,120             5,257                402              2,831
                                                          -------------     -------------      -------------      -------------

(Loss) income before minority interest                          (48,653)            7,389             (9,279)             3,788
Minority interest in subsidiary                                     302              (232)               187                (81)
                                                          -------------     -------------      -------------      -------------

Net (loss) income                                               (48,351)            7,157             (9,092)             3,707

Preferred stock dividends                                        (1,827)            --                  (927)              --
                                                          -------------     -------------      -------------      -------------

NET (LOSS) INCOME APPLICABLE TO COMMON STOCK              $     (50,178)    $       7,157      $     (10,019)     $       3,707
                                                          =============     =============      =============      =============

BASIC AND DILUTED (LOSS) EARNINGS
    PER COMMON SHARE                                      $       (2.09)    $        0.30      $       (0.42)     $        0.15
                                                          =============     =============      =============      =============

Weighted average number of common shares
    outstanding during the period                            24,000,000        24,000,000         24,000,000         24,000,000

</TABLE>


          The accompanying notes are an integral part of these statements.

                                        -3-
<PAGE>

CCPC HOLDING COMPANY, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                                                         September 30,            December 31,
                                      ASSETS                                                 1998                    1997
                                      ------                                             ------------             -----------
<S>                                                                                       <C>                     <C>
CURRENT ASSETS
    Cash and cash equivalents                                                             $     2,727             $     4,345
    Accounts receivable, net of allowances -
      $7,081/1998; $7,304/year-end 1997                                                        74,820                  68,340
    Inventories, net                                                                          154,493                 136,138
    Prepaid expenses and other current assets                                                   9,035                   8,695
    Deferred taxes on income                                                                    8,019                   8,633
                                                                                          -----------             -----------
         Total current assets                                                                 249,094                 226,151
                                                                                          -----------             -----------

PROPERTY AND EQUIPMENT, NET                                                                   140,584                 153,332

DEFERRED TAXES ON INCOME                                                                       39,440                  29,273

GOODWILL, NET OF ACCUMULATED AMORTIZATION
      $7,942/1998; $6,663/year-end 1997                                                        59,144                  60,424

OTHER ASSETS                                                                                   31,818                  14,464
                                                                                          -----------             -----------

         TOTAL ASSETS                                                                     $   520,080             $   483,644
                                                                                          ===========             ===========

                     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable and accrued expenses                                                 $    81,526             $    79,153
    Due to Corning Incorporated                                                                  --                    87,142
                                                                                          -----------             -----------
         Total current liabilities                                                             81,526                 166,295
                                                                                          -----------             -----------

LONG-TERM DEBT                                                                                493,985                   8,285

ACCRUED POSTRETIREMENT LIABILITY                                                               30,540                  59,641

OTHER LIABILITIES                                                                               3,772                  18,243

MINORITY INTEREST IN SUBSIDIARY COMPANY                                                           744                   1,046

COMMITMENTS (NOTE 9)

STOCKHOLDERS' EQUITY
Preferred Stock - 5,000,000 shares authorized; 1,200,000 shares issued                         31,827                    --
Common Stock - $0.01 par value/1998; $0.00 par value/year-end 1997
      45,000,000 shares authorized; 24,000,000 shares issued                                      240                    --
Contributed capital                                                                           454,949                 274,070
Accumulated deficit                                                                          (575,076)                (42,138)
Cumulative translation adjustment                                                              (2,427)                 (1,798)
                                                                                          -----------             -----------
         Total stockholders' (deficit) equity                                                 (90,487)                230,134
                                                                                          -----------             -----------

         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                       $   520,080             $   483,644
                                                                                          ===========             ===========
</TABLE>

          The accompanying notes are an integral part of these statements.

                                        -4-
<PAGE>

CCPC HOLDING COMPANY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

<TABLE>
<CAPTION>
                                                                                                    Nine Months Ended
                                                                                          -----------------------------------
                                                                                          September 30,         September 30,
                                                                                              1998                  1997
                                                                                          -------------         -------------
<S>                                                                                       <C>                   <C>
CASH FLOWS (USED IN) PROVIDED BY OPERATING ACTIVITIES:
   Net (loss) income                                                                      $     (48,351)        $       7,157
   Adjustments to reconcile net (loss) income to net cash
      (used in) provided by operating activities:
      Depreciation and amortization                                                              26,671                27,346
      Amortization of deferred financing fees                                                     2,764                 --
      Minority interest in (earnings) losses of subsidiary                                         (302)                  232
      Loss on disposition of plant and equipment                                                    141                 1,119
      Deferred tax assets                                                                         3,918                    83
      Provision for postretirement benefits, net of cash paid                                     2,897                 2,816

   Changes in operating assets and liabilities:
      Accounts receivable                                                                            25                14,151
      Inventories                                                                               (18,355)              (30,994)
      Prepaid expenses and other current assets                                                  (3,825)                 (455)
      Accounts payable and accrued expenses                                                      10,286               (17,796)
      Other liabilities                                                                           3,245                 1,773
                                                                                          -------------         -------------
          NET CASH (USED IN) PROVIDED BY
           OPERATING ACTIVITIES                                                                 (20,886)                5,432
                                                                                          -------------         -------------

CASH FLOWS USED IN INVESTING ACTIVITIES:
   Additions to property and equipment and other assets                                         (12,128)              (18,615)
   Other, net                                                                                     --                     (162)
                                                                                          -------------         -------------
          NET CASH USED IN INVESTING ACTIVITIES                                                 (12,128)              (18,777)
                                                                                          -------------         -------------

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
   Issuance of long-term debt                                                                   487,506                 --
   Repayment of long-term debt                                                                   (1,806)               (3,125)
   Interim financing                                                                            471,600                 --
   Repayment of interim financing                                                              (471,600)                --
   Dividend to Corning Incorporated                                                            (482,760)                --
   (Decrease) increase in net amounts due to Corning Incorporated                               (87,142)               11,256
   Shareholder capital contribution                                                             103,324                 --
   Issuance of preferred stock                                                                   30,000                 --
   Issuance of common stock                                                                         240                 --
   Deferred financing fees                                                                      (17,337)                --
                                                                                          -------------         -------------
          NET CASH PROVIDED BY FINANCING ACTIVITIES                                              32,025                 8,131
                                                                                          -------------         -------------

Effect of exchange rates on cash                                                                   (629)                 (444)
                                                                                          -------------         -------------
Net change in cash and cash equivalents                                                          (1,618)               (5,658)
Cash and cash equivalents at beginning of year                                                    4,345                 8,091
                                                                                          -------------         -------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                $       2,727         $       2,433
                                                                                          =============         =============
</TABLE>

            The accompanying notes are an integral part of these statements.

                                        -5-
<PAGE>

CCPC HOLDING COMPANY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(In thousands)

<TABLE>
<CAPTION>
                                                                                    Nine Months Ended
                                                                             -------------------------------
                                                                             September 30,     September 30,
                                                                                 1998              1997
                                                                             -------------     -------------
<S>                                                                          <C>               <C>
SUPPLEMENTAL DATA:
Income taxes paid, net                                                          $ 1,024           $ 6,495

Interest paid                                                                   $17,082           $ 8,245

Non-cash activity:
  Transaction-related expenses to be reimbursed by Corning                      $ 6,505           $  --
  Increase to deferred taxes resulting from the Recapitalization                $13,471           $  --
  Adjustment to postretirement liability for amounts assumed by Corning         $31,998           $  --
  Adjustment to pension liability for amounts assumed by Corning                $17,669           $  --
  Adjustment to accounts payable for liabilities retained by Corning            $ 7,913           $  --
  Preferred stock dividends                                                     $ 1,827           $  --

</TABLE>




The accompanying notes are an integral part of these statements.







                                        -6-
<PAGE>

CCPC HOLDING COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, unless otherwise indicated)


(1)      BASIS OF PRESENTATION
         Pursuant to Regulation 15(d) of the Securities Act of 1934, CCPC
         Holding Company, Inc. (CCPC) is filing herein its quarterly report on
         Form 10-Q which includes the first fiscal quarter subsequent to the
         quarter reported upon in its Form S-4 registration statement as filed
         with the Securities and Exchange Commission (SEC). The consolidated
         financial statements reflect all adjustments which, in the opinion of
         management, are necessary for a fair statement of the results of
         operations and financial position for the interim periods presented.
         All such adjustments are of a normal recurring nature. The consolidated
         financial statements have been compiled without audit and are subject
         to such year-end adjustments as may be considered appropriate by the
         registrant and should be read in conjunction with CCPC's Form S-4
         registration statement filed September 16, 1998.

         Subsequent to April 1, 1998, Corning Consumer Products Company changed
         its name to CCPC Holding Company, Inc. The consolidated balance sheet
         at September 30, 1998, the consolidated statements of operations for
         the nine months ended September 30, 1998, and the consolidated
         statement of cash flows for the nine months ended September 30, 1998,
         reflect the Recapitalization (see Note 2). The consolidated balance
         sheet at December 31, 1997, the consolidated statements of operations
         for the nine and three months ended September 30, 1997, and the
         consolidated statement of cash flows for the nine months ended
         September 30, 1997, present CCPC as a wholly-owned subsidiary of
         Corning Incorporated (Corning) prior to the Recapitalization.

(2)      RECAPITALIZATION

         On March 2, 1998, Corning, CCPC, Borden, Inc., and CCPC Acquisition 
         Corp. entered into a Recapitalization Agreement.

         On March 16, 1998, the CCPC board of directors approved a 24,000-for-1
         common stock split. This increased the common shares outstanding from
         1,000 to 24,000,000. In addition, the Board of Directors approved an
         increase in the number of authorized shares from 1,000 to 45,000,000
         and an increase in the par value from $0.00 to $0.01 per share. Share
         amounts have been restated for all periods presented.

         On April 1, 1998, pursuant to the Recapitalization Agreement, CCPC
         Acquisition Corp. acquired 22,080,000, or 92%, of the outstanding
         shares of common stock of CCPC from Corning for $110,400. CCPC then
         borrowed $471,600 and paid a cash dividend to Corning of $472,600.
         Corning retained 1,920,000, or 8%, of the outstanding shares of common
         stock of CCPC. Also on April 1, 1998, CCPC issued and sold 1,200,000
         shares of junior preferred stock to CCPC Acquisition Corp. for $30,000.
         CCPC paid an additional $10,200 to Corning in July 1998 relating to
         certain provisions of the Recapitalization Agreement.

         As a result of the Recapitalization, contributed capital increased by
         $181,119. The net capital contribution consisted of certain
         indebtedness, certain post-retirement medical and life insurance
         liabilities, certain pension liability obligations, workers'
         compensation, and product liability obligations.

(3)      RESTRUCTURING

         CCPC is continuing its efforts to further reduce manufacturing,
         assembly, and distribution costs. As a result of these efforts, in the
         third quarter of 1998, CCPC recorded a restructuring charge of $2,980
         related to the restructuring of certain Asia operations and domestic
         facilities.


                                        -7-
<PAGE>

(4)      INVENTORIES

         Inventories shown on the accompanying balance sheets were comprised of
         the following:

                                           September 30,           December 31,
                                               1998                    1997
                                           -----------             ------------

         Finished goods                    $    69,994             $    62,434
         Work in process                        61,735                  56,684
         Raw materials                          12,571                   5,030
         Supplies and packing materials         11,341                  14,100
                                           -----------             -----------
         Total inventories                     155,641                 138,248
         Decrease to LIFO valuation             (1,148)                 (2,110)
                                           -----------             -----------
                                           $   154,493             $   136,138
                                           ===========             ===========

(5)      RELATED PARTY TRANSACTIONS

         The following transactions with Corning are included in the
         consolidated statements of income for the nine and three months ended
         September 30, 1998 and 1997:

<TABLE>
<CAPTION>
                                                                 Nine Months Ended                   Three Months Ended
                                                          ------------------------------      -------------------------------
                                                          September 30,    September 30,      September 30,     September 30,
                                                              1998               1997              1998              1997
                                                          -------------    -------------      -------------     -------------
<S>                                                       <C>              <C>                <C>               <C>
         Commission expense                                $       1         $    670           $      3           $    180
         Interest expense from Corning                         1,296            5,792              --                 1,705
         Interest expense to Borden, Inc.
           and an affiliate of Borden, Inc.                    2,368             --                --                 --
         Centralized services                                 11,229           14,400              5,785              4,800
         Other corporate administrative expenses                --             13,806              --                 4,602
         Management fees to Corning                              437             --                --                 --
         Management fees to Borden                               750             --                  375              --
</TABLE>

         Sales are made by CCPC to certain Corning subsidiaries which
         subsequently resell the products to third parties. CCPC pays these
         subsidiaries a sales commission for sales made on CCPC's behalf.
         Corning utilizes the CCPC Canada operations as a sales office and pays
         commissions on Corning sales generated.

         Amounts due to and from Corning as a result of the above and other
         transactions bear interest at a rate based on the 30-day London
         Interbank Offered Rate (LIBOR) plus 3/8%. Interest expense due to
         Borden, Inc. and affiliates of Borden, Inc. relates to interim
         financing of $471,600 at 9.5% which was borrowed and repaid during the
         second quarter of 1998.

         Corning provides certain administrative and operating support 
         (reflected above as centralized services) including financial
         services, information systems support, risk management, purchasing,
         transportation, benefit plans administration, and engineering services.
         CCPC is charged for this support using various allocation bases
         including number of employees, related payroll costs, and direct
         efforts expended. These costs, which are included in cost of sales
         and selling, general, and administrative expenses, as well as
         certain corporate center costs, are charged to CCPC by Corning under a
         transition service agreement at a rate agreed upon by the management of
         CCPC. Management believes that the methodology used to allocate the
         costs is reasonable, but may not necessarily be indicative of the costs
         that would have been incurred had these functions been performed by
         CCPC.

         Other corporate administrative expense related to certain corporate
         center costs such as administrative, tax, treasury, and technical
         support provided by Corning to CCPC were charged out under a service
         agreement at an overall rate agreed upon by the management of CCPC. In
         1998, these services are charged out under the transition service
         agreement and are included in selling, general, and administrative
         expenses (reflected above as centralized services). CCPC paid Corning
         $437 in management fees in the first quarter of 1998. Beginning in 
         the second quarter of 1998, CCPC pays Borden, Inc. a management fee
         of $375 per quarter.

                                        -8-
<PAGE>

(6)      CHANGES IN STOCKHOLDERS' EQUITY

                                                  Nine Months Ended
                                                     September 30,
                                                        1998
                                                     -----------

         Preferred Stock:
           Balance at beginning of year                    --
           Issuance of preferred stock               $    30,000
           Preferred stock dividends                       1,827
                                                     -----------
           Balance at end of period                       31,827
                                                     -----------

         Common Stock
           Balance at beginning of year                    --
           24,000-for-one stock split                        240
                                                     -----------
           Balance at end of period                          240
                                                     -----------

         Contributed Capital:
           Balance at beginning of year                  274,070
           24,000-for-one stock split                       (240)
           Capital contribution                          181,119
                                                     -----------
           Balance at end of period                      454,949
                                                     -----------

         Accumulated Deficit:
           Balance at beginning of year                  (42,138)
           Net loss                                      (48,351)
           Preferred stock dividends                      (1,827)
           Dividend to Corning Incorporated             (482,760)
                                                     -----------
           Balance at end of period                     (575,076)
                                                     -----------

         Cumulative Translation Adjustment:
           Balance at beginning of year                   (1,798)
           Translation adjustment                           (629)
                                                     -----------
           Balance at end of period                       (2,427)
                                                     -----------

         Stockholders' Equity                        $   (90,487)
                                                     ===========

(7)      BORROWINGS

         CCPC incurred substantial indebtedness as a result of the
         Recapitalization. On April 1, 1998, CCPC entered into an interim
         financing agreement with Borden, Inc. and an affiliate of Borden, Inc.
         providing $471,600 in financing at 9.5% maturing December 31, 1998.
         The interim financing was repaid in May 1998 with the proceeds of 
         borrowings under senior credit facilities from a syndicate of banks 
         and other financial institutions and the issuance of senior 
         subordinated notes in a private placement. On October 23, 1998, CCPC 
         exchanged the privately placed senior subordinated notes for 9 5/8% 
         Series B Senior Subordinated Notes due 2008 which have been 
         registered under the Securities Act.

         The senior credit facilities provide term loans of $200,000 and a
         revolving credit facility of up to $275,000 of which $87,200 was
         outstanding at September 30, 1998. The senior credit facilities provide
         for nominal annual amortization of the term loans and final maturity in
         2006. The senior credit facilities contain provisions under which
         interest rates on the term loans, and the revolving credit loans, are
         adjusted in increments based on the rate of consolidated total debt to
         adjusted cash flow. At September 30, 1998, the term loan rate was at
         7.53% and the weighted average interest rate for the revolving credit
         facility was 7.34%. The commitments for revolving credit loans expire
         in 2005. The 9 5/8% Series B senior subordinated notes carry a 
         principal amount of $200,000 and mature in 2008.

                                      -9-
<PAGE>


         In addition, at September 30, 1998 and December 31, 1997, CCPC had
         outstanding certain industrial development bonds bearing interest at an
         average rate of 3.4% per annum and 4.0% per annum, respectively. The
         bonds mature on various dates through 2005 and had an outstanding
         aggregate balance of $8,400 and $10,300 at September 30, 1998 and
         December 31, 1997, respectively.

         In March 1997, CCPC consolidated certain outstanding notes and
         debentures, which had previously been allocated to CCPC by Corning. The
         notes and debentures were combined into CCPC's revolving credit
         agreement which was increased to provide for borrowings of up to
         $200,000 at a rate of 30-day LIBOR plus 3/8% due on demand. At December
         31, 1997, the aggregate amount of intercompany debt outstanding was
         $87,142.

(8)      COMPREHENSIVE INCOME

         As of January 1, 1998, CCPC implemented Financial Accounting 
         Standard No. 130, "Reporting Comprehensive Income."  This 
         pronouncement, which is solely a financial statement presentation 
         standard, requires CCPC to disclose non-owner changes included in 
         stockholders' equity but not included in net earnings. Comprehensive
         income was computed as follows:

<TABLE>
<CAPTION>
                                                                 Nine Months Ended                   Three Months Ended
                                                          ------------------------------      -------------------------------
                                                          September 30,    September 30,      September 30,     September 30,
                                                              1998               1997              1998              1997
                                                          -------------    -------------      -------------     -------------
<S>                                                       <C>              <C>                <C>               <C>
         Net (loss) income                                 $  (48,351)      $    7,157         $   (9,092)        $    3,707
         Foreign currency translation adjustments                (629)            (444)              (218)               (67)
                                                           ----------       ----------         ----------         ----------
         Comprehensive income                              $  (48,980)      $    6,713         $   (9,310)        $    3,640
                                                           ==========       ==========         ==========         ==========
</TABLE>

(9)      COMMITMENTS

         The company is a defendant or plaintiff in various claims and lawsuits
         arising in the normal course of business. The company believes, based
         upon information it currently possesses, and taking into account
         established reserves for estimated liabilities and its insurance
         coverage, that the ultimate outcome of the proceedings and actions is
         unlikely to have a material adverse effect on the company's financial
         position or results of operations.


                                      -10-
<PAGE>

ITEM 2.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                              RESULTS OF OPERATIONS
               (DOLLARS IN THOUSANDS, UNLESS OTHERWISE INDICATED)

CCPC is a leading manufacturer and marketer of oven/bakeware, dinnerware and
rangetop cookware. The company has strong positions in major channels of
distribution for its products in the United States and has also achieved a
significant presence in certain international markets, primarily Canada, Asia,
Australia and Latin America. In the United States, CCPC sells both on a
wholesale basis to retailers, distributors, and other accounts that resell the
company's products and on a retail basis through company-operated outlet stores.
In the international market, CCPC has established its presence through an
international sales force along with localized distribution and marketing
capabilities.

<TABLE>
<CAPTION>
                                            Three Months Ended                               Nine Months Ended
                              ---------------------------------------------     ---------------------------------------------
                              September 30,   September 30,                     September 30,   September 30,
                                  1998            1997           Change             1998            1997            Change
                              -------------   -------------   -------------     -------------   -------------   -------------
<S>                           <C>             <C>             <C>               <C>             <C>             <C>
NET SALES
United States                 $     112,213   $     111,333   $         880     $     297,801   $     292,981   $       4,820
Asia                                  3,799          13,224          (9,425)           13,416          46,949         (33,533)
Other International                  18,926          20,720          (1,794)           53,190          59,250          (6,060)
                              -------------   -------------   -------------     -------------   -------------   -------------
     Net Sales                $     134,938   $     145,277   $     (10,339)    $     364,407   $     399,180   $     (34,773)
                              =============   =============   =============     =============   =============   =============

OPERATING INCOME*
United States                 $       1,834   $         517   $       1,317     $        (330)  $      (9,697)  $       9,367
Asia                                 (2,917)          4,748          (7,665)           (3,510)         17,333         (20,843)
Other International                   3,637           3,636               1             9,778          11,379          (1,601)
                              -------------   -------------   -------------     -------------   -------------   -------------
     Operating Income*        $       2,554   $       8,901   $      (6,347)    $       5,938   $      19,015   $     (13,077)
                              =============   =============   =============     =============   =============   =============
</TABLE>

*excluding the impact of transaction related expenses. The discussion of 
operating results below also excludes transaction related expenses.

Net sales for the third quarter and first nine months of 1998 totaled $134,938
and $364,407, respectively, compared to 1997 net sales of $145,277 and $399,180,
respectively. Operating income for the third quarter and first nine months of
1998, excluding the impact of transaction related expenses, totaled $2,554 and
$5,938, respectively, compared to 1997 operating income of $8,901 and $19,015,
respectively. Operating results for both periods in 1998 reflect the continued
effect of economic disruptions in Asia and the impact of temporary interruptions
of production resulting from an acclerated inventory reduction program in the
third quarter of 1998.

In the United States, net sales for the third quarter and first nine months of
1998 were up $880 and $4,820, respectively, compared to the same periods last
year. The increase in third quarter 1998 domestic net sales resulted from
increased shipments to mass merchants partially offset by declines in other
distribution channels. Sales at company-operated outlet stores for the third
quarter 1998 were even with the same period last year. The increase in domestic
sales for the first nine months of 1998 resulted from increased shipments to
mass merchants and higher sales at company-operated outlet stores offset by
declines in other distribution channels. International net sales for the third
quarter and first nine months of 1998 were down $11,219 and $39,593,
respectively, when compared to the same periods in 1997 due primarily to
declines in net sales in Asia.

Gross profit as a percentage of net sales for the third quarter and first nine
months of 1998 was 32% and 33%, respectively, compared to 34% and 35% for the
same periods in 1997. The decline in the gross profit percentage for both


                                      -11-
<PAGE>


periods was primarily attributable to the decline in higher margin Asian sales.

Selling, general, and administrative expenses and other corporate administrative
expenses as a percentage of net sales for the third quarter and first nine
months of 1998 was 28% and 31%, respectively, compared with 28% and 29% for the
same periods in 1997. For the third quarter and first nine months of
1998,company-operated outlet store expenses increased to support higher outlet
store sales. In the third quarter, these expenses were offset by a reduction in
administrative costs as a result of CCPC's separation from Corning.

Operating income in the United States increased in the third quarter by 
$1,317 and the operating loss for the first nine months of 1998 declined by 
$9,367 compared to the same periods in 1997 due primarily to cost savings 
related to corporate administrative expenses as a result of the 
Recapitalization and the increase in domestic sales. Prior to the 
Recapitalization, CCPC received an allocation of corporate expenses from 
Corning which was calculated as a percentage of budgeted sales per an 
agreement between both companies. Beginning January 1, 1998, CCPC no longer 
received the allocation of corporate expenses from Corning. Charges relating 
to services previously performed by Corning have been classified as selling, 
general, and administrative expenses in 1998 and were calculated using agreed 
upon prices per a transition services agreement. International operating 
results for the third quarter and first nine months of 1998 decreased $7,664 
and $22,444, respectively, due primarily to a decline in operating results in 
Asia. Economic disruptions in Asia are expected to continue to negatively 
impact results for the remainder of the year.

Transaction related expenses primarily consist of cash and non-cash
compensation, financing costs and other cash expenses associated with the
Recapitalization (see Note 2 of Notes to Consolidated Financial Statements). In
the first nine months of 1998, CCPC recorded a charge of $28,866 for certain
cash and non-cash expenses, $17,400 of which were cash payments relating to
compensation that were reimbursed by Corning. These cash and non-cash
compensation expenses are associated with arrangements entered into by Corning
with certain current employees and union employees of Corning who accepted
employment with CCPC. The remaining transaction related expenses consist of
costs incurred in 1998 for fees and services related to the Recapitalization.

CCPC is continuing its efforts to further reduce manufacturing, assembly, and
distribution costs. As a result of this effort, in the third quarter of 1998,
CCPC recorded a restructuring charge of $2,980 related to the restructuring of
certain Asia operations and domestic facilities.

TAXES ON INCOME

CCPC's effective tax rate varies between years due to certain tax adjustments
which were made as a result of the Recapitalization . For the third quarter and
first nine months of 1998, CCPC recorded income tax expense of $402 and $2,120,
respectively, on net pretax losses for the same periods of $8,877 and $46,533,
respectively. Income tax expense for 1998 reflects certain non-deductible
expenses relating to the Recapitalization and an increase to the valuation
allowance for net operating loss carryforwards. The effective tax rate for the
third quarter and first nine months of 1997 was 42%. For periods prior to the
Recapitalization, CCPC was included in the consolidated federal income tax
return filed by Corning and maintained a tax sharing arrangement with Corning
which required CCPC to compute the provision for income taxes on a separate
return basis and pay to, or receive from, Corning the separate U.S. federal
income tax return liability or benefit, if any.

LIQUIDITY AND CAPITAL RESOURCES

CCPC incurred substantial indebtedness as a result of the Recapitalization. 
On April 1, 1998, CCPC entered into an interim financing agreement with 
Borden, Inc. and an affiliate of Borden, Inc. providing $471,600 in financing 
at 9.5% maturing December 31, 1998. The interim financing was repaid in May 
1998 with the proceeds of borrowings under senior credit facilities from a 
syndicate of banks and other financial institutions and the issuance of 
senior subordinated notes in a private placement. On October 23, 1998, CCPC 
exchanged the privately placed senior subordinated notes for 9 5/8% Series B 
Senior Subordinated Notes due 2008 which have been registered under the 
Securities Act.

                                      -12-
<PAGE>

The senior credit facilities provide term loans of $200,000 and a revolving
credit facility of up to $275,000 of which $87,200 was outstanding at September
30, 1998. The senior credit facilities provide for nominal annual amortization
of the term loans and final maturity in 2006. The senior credit facilities
contain provisions under which interest rates on the term loans, and the
revolving credit loans, are adjusted in increments based on the rate of
consolidated total debt to adjusted cash flow. At September 30, 1998, the term
loan rate was at 7.53% and the weighted average interest rate for the revolving
credit facility was 7.34%. The commitments for revolving credit loans expire in
2005. The 9 5/8% Series B senior subordinated notes carry a principal amount of
$200,000 and mature in 2008.

In addition, at September 30, 1998 and December 31, 1997, CCPC had outstanding
certain industrial development bonds bearing interest at an average rate of 3.4%
per annum and 4.0% per annum, respectively. The bonds mature on various dates
through 2005 and had an outstanding aggregate balance of $8,400 and $10,300 at
September 30, 1998 and December 31, 1997, respectively.

In March 1997, CCPC consolidated certain outstanding notes and debentures, which
had previously been allocated to CCPC by Corning. The notes and debentures were
combined into CCPC's revolving credit agreement which was increased to provide
for borrowings of up to $200,000 at a rate of 30-day LIBOR plus 3/8% due on
demand. At December 31, 1997, the aggregate amount of intercompany debt
outstanding was $87,100.

In the first nine months of 1998, CCPC's operating activities used cash of 
$20,886 compared to cash provided by operating activities of $5,432 during 
the same period in 1997. The decline in operating cash flows is primarily 
attributable to the decline in sales and operating income. Investing 
activities used cash of $12,128 for the first nine months of 1998 compared to 
$18,777 due to lower capital expenditures in 1998. Net cash provided by 
financing operations totaled $32,025 for the first nine months of 1998 
compared to $8,131 for the same period in 1997 due primarily to the 
transactions associated with the Recapitalization.

The company's ability to fund its working capital needs, planned capital 
expenditures, scheduled debt payments and lease payments and to comply with 
all of the financial covenants under its debt agreements, depends on its 
future operating performance and cash flow, which in turn are subject to 
prevailing economic conditions and to financial, business, and other factors, 
some of which are beyond the company's control.  The credit facilities and 
indentures relating to the notes contain numerous financial and operating 
covenants.  In addition, the credit facilities also require the company to 
meet certain financial ratios and tests including a ratio of debt to EBITDA 
and EBITDA to cash interest expense (where EBITDA represents adjusted cash 
flow as described more fully in the credit facilities).  The company is 
currently in compliance with its covenants at September 30, 1998.  Certain 
covenant calculations include operating income from the previous four 
quarters and therefore include the fourth quarter of 1997. Although 
management believes that the Company will be in compliance with its covenants 
as of year end, further deterioration in Asia or a downturn in the remainder 
of the business could result in a failure to comply.

YEAR 2000

OVERVIEW

The year 2000 issue is the result of computer programs written using two 
digits rather than four digits to define the applicable year.  Any of CCPC's 
computer programs that have date-sensitive software may recognize a date 
using "00" as the year 1900 rather than year 2000.  This could result in a 
system failure or miscalculations causing disruptions of operations 
including, among other things, a temporary inability to process transactions, 
send invoices, or engage in similar normal business activities.  If not 
addresses, the Year 2000 issue could have a material adverse impact on the 
business operations and financial results of CCPC.

To address this issue, CCPC's year 2000 program is a risk-based plan divided 
into three phases that are being executed by both internal and external 
resources.  These phases are: Phase I - an inventory of all systems, 
assigning a business priority for each system and performing a preliminary 
assessment of year 2000 susceptibility; Phase II - completion of a detailed 
year 2000 susceptibility analysis and development of remediation plans and 
contingency plans; and Phase III - implementation of the remediation plans, 
and if necessary, contingency plans and completing final system testing.

The year 2000 efforts are divided into three areas that include, (1) systems 
being replaced by new enterprise-wide system implementations; (2) systems 
that will not be replaced by the new enterprise-wide system implementations, 
including non-information technology systems such as plant process controls; 
and (3) external suppliers and customers.  A discussion of each area of 
activity relative to the three phased approaches follows.

ENTERPRISE-WIDE SYSTEMS

CCPC is in the process of implementing a comprehensive enterprise resource 
management system.  This system will replace approximately 90% of CCPC's 
business transaction systems.  The remaining 10%, comprised of benefits 
administration and payroll, will be outsourced to a year 2000 compliant 
service bureau.  Implementation of these new systems are underway with Phase 
I and II complete except for the development of certain contingency plans.  
Phase III has begun and is expected to be completed by April 1, 1999.

OTHER SYSTEMS

For the systems not to be replaced by enterprise-wide implementations, Phase 
I is complete, Phase II is substantially complete, and Phase III remediation 
has begun.  CCPC plans to substantially complete in 1998 the remediation of 
"mission critical" systems not to be replaced by the new enterprise-wide 
systems.  System remediation not completed in 1998 and all system testing 
activities are planned to be completed by June 30, 1999, with the exception 
of some isolated plant systems with "marginal" impact which will be done by 
December 1999.

SUPPLIERS AND CUSTOMERS

CCPC is in Phase I of the plan to assess and address the risks related to 
third party suppliers and customers.  As a result of initial inquiries, 
supplier responses have been received.  These responses are 
being evaluated and procedures are being performed to determine the extent to 
which CCPC may be vulnerable to the failure of third parties to resolve their 
own year 2000 issues.  Customer assessments and actions are scheduled for the 
first half of 1999. Efforts related to suppliers and customers, including 
the development of contingency plans where appropriate, are targeted for 
completion by June 30, 1999.  Although CCPC's systems do not rely 
significantly on systems of other companies, CCPC cannot provide assurance 
that failure of third parties to address the year 2000 issue will not have an 
adverse impact on the business operations and results.

COSTS

Significant investments in enterprise-wide information systems have been made 
that will total approximately $16,500 by the year 2000.  The cost to make the 
remaining systems year 2000 compliant is estimated to be $600.  As of 
September 30, 1998, CCPC had incurred costs of approximately $4,500 for 
enterprise-wide systems and approximately $238 for other systems and efforts. 

RISKS

Due to the general uncertainty inherent in the year 2000 problem, including 
the uncertainty associated with suppliers and customers, the potential effect 
on the financial results and condition of CCPC has not been measured.  CCPC 
intends the year 2000 program to be completed on a timely basis so as to 
significantly reduce the level of uncertainty and the impact on business 
operations and financial results.  CCPC will develop contingency plans to 
reduce the impact of non-compliant customer and supplier transactions and to 
remediate internal systems.

Readers are cautioned that Forward-looking statements contained in the year 
2000 section should be read in conjunction with the disclosure under the 
heading: "Forward-Looking and Cautionary Statements".


                                     -13-

<PAGE>

FORWARD-LOOKING AND CAUTIONARY STATEMENTS

CCPC and its officers may, from time to time, make written or oral statements
regarding the future performance of the company, including statements contained
in the company's filings with the Securities and Exchange Commission. Investors
should be aware that these statements are based on currently available
financial, economic, and competitive data and on current business plans. Such
statements are inherently uncertain and investors should recognize that events
could cause the company's actual results to differ materially from those
projected in forward-looking statements made by or on behalf of the company.
Such risks and uncertainties are primarily in the areas of results of operations
by business unit, liquidity, legal liabilities, year 2000 compliance, and risk
management.






                                     -14-
<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

There are no pending legal proceedings which are material in relation to the
consolidated financial statements of CCPC.

CCPC has been engaged in, and will continue to be engaged in, the defense of
product liability claims related to its products, particularly its bakeware and
cookware product lines. The company maintains product liability coverage,
subject to certain deductibles and maximum coverage levels that the company
believes is adequate and in accordance with industry standards.

In addition to product liability claims, from time to time the company is
involved in various legal actions in the ordinary course of business. The
company is not currently involved in any legal actions which, in the belief of
management, could have a material adverse impact on the company.

On May 12, 1998, the company received a claim from Rubbermaid Incorporated
alleging that Corning Ware(R) Pop-ins(TM) infringe four patents owned by
Rubbermaid Incorporated. On October 29, 1998, the company and Rubbermaid
Incorporated reached a mutually agreed settlement of this issue. The settlement
will not have a material impact on CCPC's financial results for the current
year.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

                  See the Exhibit Index which is located on page 17.

Other items under Part II are not applicable.





                                      -15-
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                         CCPC HOLDING COMPANY, INC.
                                         --------------------------
                                               (Registrant)


November 11, 1998                          /s/ PETER F. CAMPANELLA
- - -----------------                          -----------------------
     Date                                    Peter F. Campanella
                                    President and Chief Executive Officer

November 11, 1998                           /s/ ANTHONY P. DEASEY
- - -----------------                           ---------------------
     Date                                     Anthony P. Deasey
                                        Senior Vice President-Finance 
                                         and Chief Financial Officer




                                     -16-
<PAGE>

                           CCPC HOLDING COMPANY, INC.
                                  EXHIBIT INDEX

                     This exhibit is numbered in accordance
               with Exhibit Table I of Item 601 of Regulation S-K



                                                                   Page number
                                                                   in manually
Exhibit #                 Description                            signed original
- - ---------                 -----------                            ---------------
  12               Computation of ratio of earnings to combined
                   fixed charges and preferred dividends               18

  27               Financial Data Schedule












                                      -17-

<PAGE>
                                                                      Exhibit 12

                           CCPC HOLDING COMPANY, INC.
                       COMPUTATION OF RATIO OF EARNINGS TO
                 COMBINED FIXED CHARGES AND PREFERRED DIVIDENDS
                      (DOLLARS IN THOUSANDS, EXCEPT RATIOS)
<TABLE>
<CAPTION>
                                            Nine Months Ended                     Fiscal Year Ended
                                           -------------------   ----------------------------------------------------
                                           Sept. 30,  Sept. 30,  Dec. 31,   Dec. 31,   Dec. 31,   Jan. 1,    Jan. 2,
                                             1998        1997      1997       1996       1995       1995       1994
                                           --------   --------   --------   --------   --------   --------   --------
<S>                                        <C>        <C>        <C>        <C>        <C>        <C>        <C>
Income (loss) before taxes on income       $(46,533)  $ 12,646   $ 26,067   $  7,906   $(19,994)  $ 10,817   $(58,518)
Adjustments:
Distributed income of less than
   50% owned companies                          302       (232)      (295)      (105)      (133)        --         --
Fixed charges net of capitalized
   interest                                  32,289     12,666     16,974     20,377     16,914     18,205     17,108
                                           --------   --------   --------   --------   --------   --------   --------

Earnings before taxes and fixed
   charges as adjusted                     $(13,942)  $ 25,080   $ 42,746   $ 28,178   $ (3,213)  $ 29,022   $(41,410)
                                           ========   ========   ========   ========   ========   ========   ========

FIXED CHARGES:
Interest incurred                          $ 24,255   $  7,568   $  9,914   $ 13,609   $ 12,478   $ 12,849   $ 12,347
Portion of rent expense which
   represents interest factor                 5,754      5,831      8,000      8,000      6,000      6,342      5,767
Amortization of debt costs                    2,764         --         --         --         --         --         --
                                           --------   --------   --------   --------   --------   --------   --------

Total fixed charges                          32,773     13,399     17,914     21,609     18,478     19,191     18,114
Capitalized interest                           (484)      (733)      (940)    (1,232)    (1,564)      (986)    (1,006)
                                           --------   --------   --------   --------   --------   --------   --------

Total fixed charges net of
   capitalized interest                    $ 32,289   $ 12,666   $ 16,974   $ 20,377   $ 16,914   $ 18,205   $ 17,108
                                           ========   ========   ========   ========   ========   ========   ========

PREFERRED DIVIDENDS:

Preferred dividend requirements            $  1,827         --         --         --         --         --         --
Ratio of pre-tax income to income
   before minority interest and
   equity earnings                              1.7         --         --         --         --         --         --
                                           --------   --------   --------   --------   --------   --------   --------
Pre-tax preferred dividend
   requirement                                3,045         --         --         --         --         --         --
Total fixed charges                          32,773   $ 13,399   $ 17,914   $ 21,609   $ 18,478   $ 19,191   $ 18,114
                                           --------   --------   --------   --------   --------   --------   --------
Fixed charges and pre-tax preferred
   dividend requirement                    $ 35,818   $ 13,399   $ 17,914   $ 21,609   $ 18,478   $ 19,191   $ 18,114
                                           ========   ========   ========   ========   ========   ========   ========

RATIO OF EARNINGS TO COMBINED FIXED
   CHARGES AND PREFERRED DIVIDENDS                      1.9X       2.4X       1.3X                  1.5X     

DEFICIENCY OF EARNINGS TO COMBINED
   FIXED CHARGES AND PREFERRED 
   DIVIDENDS                                 49,760         --         --         --     21,691         --     59,524
</TABLE>


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 1998, AND THE CONSOLIDATED
STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               SEP-30-1998
<CASH>                                           2,727
<SECURITIES>                                         0
<RECEIVABLES>                                   74,820
<ALLOWANCES>                                     7,081
<INVENTORY>                                    154,493
<CURRENT-ASSETS>                               249,094
<PP&E>                                         140,584
<DEPRECIATION>                                 193,517
<TOTAL-ASSETS>                                 520,080
<CURRENT-LIABILITIES>                           81,526
<BONDS>                                         30,540
                                0
                                     31,827
<COMMON>                                           240
<OTHER-SE>                                   (122,554)
<TOTAL-LIABILITY-AND-EQUITY>                   520,080
<SALES>                                        364,407
<TOTAL-REVENUES>                               364,407
<CGS>                                          243,497
<TOTAL-COSTS>                                  243,497
<OTHER-EXPENSES>                               143,838
<LOSS-PROVISION>                                 2,413
<INTEREST-EXPENSE>                              23,605
<INCOME-PRETAX>                               (46,533)
<INCOME-TAX>                                     2,120
<INCOME-CONTINUING>                           (48,351)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (48,351)
<EPS-PRIMARY>                                   (2.09)
<EPS-DILUTED>                               (2.09)
        

</TABLE>
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