FORM online life assurance quotes by liaoguiguo

VIEWS: 52 PAGES: 159

									             QuickLinks -- Click here to rapidly navigate through this document

                  Securities and Exchange Commission
                                          Washington, D.C. 20549


                                           FORM 10-K
                    Annual Report Pursuant to Section 13 or 15(d) of the
                             Securities Exchange Act of 1934
                                For the Fiscal Year ended December 31, 2000
                                       Commission file number 1-3247


                                 Corning Incorporated
                                 One Riverfront Plaza, Corning, NY 14831
                                              607-974-9000

                                                  New York
                                           (State of incorporation)

                                                16-0393470
                                     (I.R.S. employer identification no.)

                          Securities registered pursuant to Section 12(b) of the Act:


                          Title of each class                               Name of each exchange on which
                                                                                       registered

Common Stock, $0.50 par value, with attached Preferred Share                   New York Stock Exchange
Purchase Right


Securities registered pursuant to Section 12(g) of the Act: None

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 such filing requirements for the past 90 days.Yes/x/No//

Indicate by check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K./x/

As of February 7, 2001, shares held by non-affiliates of Corning Incorporated had an aggregate market value of $43,156,051,824. As of
February 7, 2001, 928,087,136 shares of Corning's common stock were outstanding.




                                                                      2002.    EDGAR Online, Inc.
                                                                     PART I

Item 1. Business

General

Corning traces its origins to a glass business established in 1851. The present corporation was incorporated in the State of New York in
December 1936, and its name was changed from Corning Glass Works to Corning Incorporated on April 28, 1989.

Corning is a global, technology-based corporation which operates in three broadly based business segments: Telecommunications, Advanced
Materials and Information Display.

The Telecommunications Segment produces optical fiber and cable, optical hardware and equipment, photonic modules and components and
optical networking devices for the worldwide telecommunications industry.

The Advanced Materials Segment manufactures specialized products with unique properties for customer applications utilizing glass, glass
ceramic and polymer technologies. Businesses within this segment include environmental products, life science products, semiconductor
materials and optical and lighting products.

The Information Display Segment manufactures glass panels and funnels for televisions and CRTs, liquid crystal display glass for flat panel
displays and projection video lens assemblies.

Corning and its subsidiaries manufacture products at approximately 96 plants in 18 countries.

Additional discussion of Corning and each of its segments is discussed in Item 7, Management's Discussion and Analysis of Financial
Condition and Results of Operations, appearing on pages 13 through 31, and Note 3 (Information by Operating Segment) of the Notes to
Consolidated Financial Statements appearing on pages 64 through 68.

Competition

Corning competes across all of its product lines with many large and varied manufacturers, both domestic and foreign.

Competition within the telecommunications industry is intense among several significant companies. Corning represents an important market
presence in the segment's principal product lines. Price and new product innovations are significant competitive factors.

Within the Advanced Materials Segment, Corning's principal products face competition from a variety of materials manufacturers, some of
which manufacture similar products made from materials other than glass and ceramics. Among other things, innovation, product quality,
performance, and service are key competitive elements. Competition is also intense for certain businesses within the Information Display
Segment.

Corning strives to maintain its market position through technology and product innovation. For the future, Corning's competitive advantage lies
in its commitment to research and development, its financial resources and its commitment to quality.

Raw Materials

Corning's production of specialty glasses and related materials requires significant quantities of energy and batch materials.

Although energy shortages have not been a problem recently, Corning has achieved flexibility through important engineering changes to take
advantage of the lowest-cost energy source in most

                                                                         2




                                                                     2002.    EDGAR Online, Inc.
significant processes. Specifically, Corning's principal manufacturing processes can now be operated with natural gas, propane, oil or
electricity, or a combination of these energy sources.

As to resources (ores, minerals, and processed chemicals) required in manufacturing operations, availability appears to be adequate. Corning's
suppliers from time to time may experience capacity limitations in their own operations, or may eliminate certain product lines; nevertheless,
Corning believes it has adequate programs to ensure a reliable supply of batch chemicals and raw materials. For many products, Corning has
alternative glass compositions that would allow operations to continue without interruption in the event of specific materials shortages.

Certain key optical components used in the manufacture of products within Corning's Telecommunications Segment are currently available only
from a limited number of sources. Any future difficulty in obtaining sufficient and timely delivery of components could result in delays or
reductions in product shipments.

Patents and Trademarks

Inventions by members of Corning's research and engineering staff have been, and continue to be, important to the Company's growth. Patents
have been granted on many of these inventions in the United States and other countries. Some of these patents have been licensed to other
manufacturers, including Corning's associated companies. Many of the earlier patents have now expired.

Most of Corning's products are marketed under the following trademarks: Corning, Celcor, CMT, Costar, FiberGain, HPFS, LEAF, MetroCor,
PurePath, Pyrex, Steuben and Vycor. Subsidiaries and divisions of Corning frequently use their own trademarks.

Protection of the Environment

Corning has a program to ensure that its facilities are in compliance with state, federal and foreign pollution-control regulations. This program
resulted in capital and operating expenditures during the past several years. In order to maintain compliance with such regulations, capital
expenditures for pollution control in continuing operations were approximately $90.9 million in 2000 compared to $63.3 million in 1999 and
are estimated to be $168.4 million in 2001. The increase in 2000 was primarily due to pollution control expenditures on new facilities
constructed during the year. The estimated increase in 2001 is also due primarily to capacity expansions expected to be completed during the
year.

Corning's 2000 operating results from continuing operations were charged with approximately $44.2 million for depreciation, maintenance,
waste disposal and other operating expenses associated with pollution control. The level of these costs is expected to increase slightly in 2001
due to depreciation costs associated with capital expenditures. Corning believes that its compliance program will not place it at a competitive
disadvantage.

Risk Factors

OUR SALES COULD BE NEGATIVELY IMPACTED IF ONE OR MORE OF OUR KEY CUSTOMERS SUBSTANTIALLY REDUCED
ORDERS FOR OUR PRODUCTS

Our customer base is relatively concentrated and a modest number of customers account for a high percentage of net sales in our
telecommunications, environmental products and advanced display business. If we are unable to establish or maintain good relationships with
key customers, it could negatively affect our results of operations and financial performance.

In addition, if our current customers do not continue to place orders at the levels that they have done in the past, we may not be able to replace
these orders with new orders from new customers.

                                                                         3




                                                                      2002.   EDGAR Online, Inc.
If our customers experience difficulties in accessing the capital markets, they may further reduce capital spending and adjust inventories which
could adversely affect our business. While we have announced plans to respond to the softer market by cutting costs and reallocating optical
fiber volume to customers we had been unable to supply, we cannot assure you that our plans will be successful in mitigating the adverse effects
of a softer market and in maintaining our projected growth.

DIFFICULTIES WE MAY ENCOUNTER IN MANAGING OUR GROWTH COULD ADVERSELY AFFECT OUR RESULTS OF
OPERATIONS

We have historically achieved growth through a combination of internally developed new products and acquisitions. Our growth strategy
depends on our ability to continue developing or acquiring new products for our customer base. We expect to continue to pursue acquisitions of
other companies as well as equity ventures to develop new technologies and product lines, although we cannot guarantee that we will be
successful. The success of each acquisition will depend, in part, upon our ability:


       •
            to efficiently integrate acquired businesses into our organization;

       •
            to manufacture and sell the products of the businesses acquired;

       •
            to retain key personnel of the acquired businesses;

       •
            to apply our financial and management controls, reporting systems and procedures to the acquired businesses; and

       •
            to successfully complete technology initiatives.



ACCOUNTING CONSEQUENCES OF PURCHASE ACQUISITIONS WILL MATERIALLY AFFECT OUR NET INCOME
CALCULATED IN ACCORDANCE WITH ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES

Acquisitions recorded as purchases for accounting purposes have resulted, and in the future may result, in the recognition of significant amounts
of goodwill and other purchased intangibles. The amortization of these assets will significantly reduce our future net income calculated in
accordance with accounting principles generally accepted in the United States.

IF THE MARKETS FOR OUR PRODUCTS DO NOT DEVELOP AND EXPAND AS WE ANTICIPATE, DEMAND FOR OUR
PRODUCTS MAY DECLINE, WHICH WOULD NEGATIVELY IMPACT OUR RESULTS OF OPERATIONS AND FINANCIAL
PERFORMANCE

The markets for our products are characterized by rapidly changing technologies, evolving industry standards and frequent new product
introductions. Our success is expected to depend, in substantial part, on the timely and successful introduction of new products, upgrades of
current products to comply with emerging industry standards, our ability to acquire technologies needed to remain competitive and our ability
to address competing technologies and products. In addition, the following factors related to our products and the markets for them could have
an adverse impact on our results of operations and financial performance:


       •
            if we are unable to introduce optical fiber and photonic component products or any other leading products, such as our glass for flat
           panel displays, that can command competitive prices in the marketplace;

       •
            if we are unable to maintain a favorable mix of products;

       •
             if the level of demand for our products by our customers does not continue. While this demand has been increasing in recent quarters,
           there is no assurance that this upward trend can be sustained. A leveling or declining demand or an unanticipated change in market
           demand for


                                                                        2002.     EDGAR Online, Inc.
  4




2002.   EDGAR Online, Inc.
                  products based on a specific technology would adversely affect our ability to sustain recent operating and financial
                    performance;


       •
            if we are unable to continue to develop new product lines to address our customers' diverse needs and the several market segments in
           which we participate. This requires a high level of innovation, as well as the accurate anticipation of technological and market trends;
           or

       •
            if we are not successful in creating the infrastructure required to support anticipated growth in product demand.



IF WE DO NOT ACHIEVE ACCEPTABLE YIELDS OR SUFFICIENT PRODUCT RELIABILITY, OUR OPERATING RESULTS COULD
SUFFER

The manufacture of our products involves highly complex and precise processes, requiring production in highly controlled and clean
environments. Changes in our manufacturing processes or those of our suppliers could significantly reduce our manufacturing yields and
product reliability. In some cases, existing manufacturing techniques, which involve substantial manual labor, may be insufficient to achieve the
volume or cost targets of our customers. We will need to develop new manufacturing processes and techniques to achieve targeted volume and
cost levels. While we continue to devote substantial efforts to the improvement of our manufacturing techniques and processes, we may not
achieve manufacturing volumes and cost levels in our manufacturing activities that will fully satisfy customer demands.

INTERRUPTIONS OF SUPPLIES FROM OUR KEY SUPPLIERS MAY AFFECT OUR RESULTS OF OPERATIONS AND FINANCIAL
PERFORMANCE

Interruptions of supplies from our key suppliers could disrupt production or impact our ability to increase production and sales. We obtain
several critical components used in production of telecommunications products from a limited number of suppliers, some of which are also our
competitors. We do not have long-term or volume purchase agreements with every supplier, and may have limited options for alternative supply
if these suppliers fail to continue the supply of components.

WE FACE INTENSE COMPETITION IN SEVERAL OF OUR BUSINESSES

We face intense competition in several of our businesses. We expect that we will face additional competition from existing competitors and
from a number of companies that may enter our markets. Since some of the markets in which we compete are characterized by rapid growth and
rapid technology changes, smaller niche and start-up companies may become our principal competitors in the future. We must invest in research
and development, expand our engineering, manufacturing and marketing capabilities and continue to improve customer service and support in
order to remain competitive. While we expect to undertake the investment and effort in each of these areas, we cannot assure you that we will
be able to maintain or improve our competitive position.

Our competitors may have greater financial, engineering, manufacturing, marketing or other support resources. Market consolidation may create
additional or stronger competitors and may intensify competition.

WE FACE PRICE PRESSURES IN EACH OF OUR LEADING BUSINESSES THAT COULD ADVERSELY AFFECT OUR RESULTS OF
OPERATIONS AND FINANCIAL PERFORMANCE

We periodically face pricing pressures in each of our leading businesses as a result of intense competition, emerging new technologies, and
manufacturing efficiencies in both the domestic and the international marketplaces. While we will work toward reducing our costs to respond to
pricing pressures, we may not be able to achieve proportionate reductions in costs.

                                                                          5




                                                                       2002.   EDGAR Online, Inc.
WE MAY EXPERIENCE DIFFICULTIES IN OBTAINING OR PROTECTING INTELLECTUAL PROPERTY RIGHTS

We may encounter difficulties, costs or risks in protecting our intellectual property rights or obtaining rights to additional intellectual property
to permit us to continue or expand our businesses. Other companies, including some of our large competitors, hold patents in our industries and
the intellectual property rights of others could inhibit our ability to introduce new products in our field of operations unless we secure licenses
on commercially reasonable terms.

WE FACE RISKS RELATED TO OUR INTERNATIONAL OPERATIONS AND SALES

We have customers located outside the United States, as well as significant foreign operations, including manufacturing and sales. As a result of
these international operations, we face a number of risks, including:


       •
            the difficulty of effectively managing our diverse global operations;

       •
            change in regulatory requirements;

       •
            tariffs and other trade barriers;

       •
            political and economic instability in foreign markets; and

       •
            fluctuations in foreign currencies which may make our products less competitive in countries in which local currencies decline in
           value relative to the dollar.



IF WE FAIL TO ATTRACT AND RETAIN KEY PERSONNEL, OUR RESULTS OF OPERATIONS AND FINANCIAL PERFORMANCE
MAY SUFFER

Our future success will be determined in part by our ability to attract and retain, in a highly competitive marketplace, key scientific and
technical personnel for our research, development and engineering efforts. Our business also depends on the continued contributions of our
executive officers and other key management and technical personnel. While we believe that we have been successful in attracting and retaining
key personnel, we cannot assure you that we will continue to be successful in the future.

IF WE PROVIDE CUSTOMER FINANCING IN THE FUTURE, IT COULD EXPOSE US TO THE TERM CREDIT QUALITY OF OUR
CUSTOMERS

We have not provided any customer financing to date. However, the competitive environment in which we operate may require us to provide
medium-term and long-term customer financing in the future. If we do so, we will be exposed to the term credit quality of our customers. In the
event of economic uncertainty or reduced demand for customer financings in the capital and bank markets, we may be required to continue to
hold some customer financing obligations for longer periods prior to placement with third-party lenders.

OUR QUARTERLY RESULTS MAY FLUCTUATE

We expect to continue to experience fluctuations in our quarterly results. All of the concerns we have discussed under "Risk Factors" could
affect our operating results. In addition, our operating results may be affected by:


       •
            seasonality;

       •
            the timing of the receipt of product orders from a limited number of major customers;

       •
            the announcement and introduction of new products by us;

                                                                         2002.   EDGAR Online, Inc.
  6




2002.   EDGAR Online, Inc.
        •
            expenses associated with litigation; and

        •
            the costs associated with the acquisition or disposition of a business.



We may experience modification and rescheduling of orders by customers in the future, if there are reductions in capital spending and inventory
adjustments by our customers in response to a less certain demand and a softer market.

OUR COMMON STOCK PRICE HAS EXPERIENCED AND MAY CONTINUE TO EXPERIENCE SUBSTANTIAL VOLATILITY

The market price of our common stock has been, and is likely to continue to be, highly volatile because of the following factors:


        •
            fluctuations in our quarterly results;

        •
            announcements by our competitors and customers of technological innovations or new products;

        •
            developments with respect to patents or proprietary rights; and

        •
            general market conditions.



In addition, changes in the market's valuation of telecommunications equipment stocks, and in particular those that participate in supplying
optical fiber and photonic products, could cause our common stock to be volatile or decline from current levels, possibly significantly. The
stock market has from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of
particular companies, which fluctuation may also cause the price of our common stock to decline.

Our results of operations and financial performance in future quarters may not meet the expectations of public market securities analysts and
investors and that could cause significant volatility in the price of our common stock.

A DECLINE IN THE PRICE OF OUR COMMON STOCK COULD LIMIT OUR ABILITY TO OBTAIN ADDITIONAL CAPITAL THAT
WE MAY NEED

Although we believe existing cash balances, cash flows from operations, available lines of credit, and proceeds from our previous securities
offerings will be sufficient to meet our capital requirements in the foreseeable future, we may be required to seek additional financing to
compete effectively in these markets. We cannot precisely determine the timing and amount of such capital requirements and they will depend
on several factors, including our acquisitions and the demand for our products and products under development. The price of our common stock
declined from the highs attained in 2000. This decline could limit our ability to access the equity capital markets on terms and in the amounts
that may be satisfactory to us.

Other

Additional information in response to Item I is found in Note 3 (Information by Operating Segment) of the Notes to Consolidated Financial
Statements appearing on pages 64 through 68 and Five Years in Review—Historical Comparison appearing on pages 87 and 88.

Except as otherwise indicated by the context, the terms "Corning" or "Company" as used herein, mean Corning Incorporated and its
consolidated subsidiaries.

                                                                           7


                                                                        2002.    EDGAR Online, Inc.
Item 2. Properties

Corning operates a total of 96 manufacturing plants and processing facilities, 52 of which are located in the United States. Corning owns
substantially all of its executive and corporate buildings, which are located in Corning, New York. Corning also owns substantially all of its
manufacturing and research and development facilities and more than half of its sales and administrative facilities.

During the last five years, Corning has invested $4.6 billion in property, construction, expansion, and modernization for continuing operations.
Of the $1.7 billion committed in 2000, $392.1 million was spent on facilities outside the United States.

Manufacturing, sales and administrative, and research and development facilities at consolidated locations have an aggregate floor space of
approximately 21.2 million square feet. Distribution of this total area is:

(million square feet)                     Total   Domestic   Foreign


Manufacturing                            15.8        9.2        6.6
Sales and administrative                  3.5        1.9        1.6
Research and development                  1.9        1.6        0.3
                                         21.2       12.7        8.5


Some facilities manufacture products included in more than one operating segment. Total assets and capital expenditures by operating segment
are included in Note 3 (Information by Operating Segment) of the Notes to Consolidated Financial Statements appearing on pages 64 through
68. Information concerning lease commitments is included in Note 14 (Commitments, Contingencies, Guarantees and Hedging Activities) of
the Notes to Consolidated Financial Statements appearing on pages 82 and 83.

In the opinion of management, Corning's facilities are suitable and adequate for production and distribution of the Company's products. At
December 31, 2000 Corning did not own any significant amounts of surplus or idle property.

Item 3. Legal Proceedings

There are no pending legal proceedings to which Corning or any of its subsidiaries is a party or of which any of their property is the subject
which are material in relation to the consolidated financial statements.

Environmental Litigation. Corning has been named by the Environmental Protection Agency under the Superfund Act, or by state
governments under similar state laws, as a potentially responsible party at 11 active hazardous waste sites. Under the Superfund Act, all parties
who may have contributed any waste to a hazardous waste site, identified by such Agency, are jointly and severally liable for the cost of
cleanup unless the Agency agrees otherwise. It is Corning's policy to accrue for its estimated liability related to Superfund sites and other
environmental liabilities related to property owned by Corning based on expert analysis and continual monitoring by both internal and external
consultants. Corning has accrued approximately $17.1 million for its estimated liability for environmental cleanup and litigation at December
31, 2000. Based upon the information developed to date, management believes that the accrued reserve is a reasonable estimate of the
Company's estimated liability and that the risk of an additional loss in an amount materially higher than that accrued is remote.

Dow Corning Bankruptcy. Corning and The Dow Chemical Company each own 50% of the common stock of Dow Corning Corporation. On
May 15, 1995, Dow Corning sought protection under the reorganization provisions of Chapter 11 of the United States Bankruptcy Code. The
bankruptcy

                                                                         8




                                                                       2002.   EDGAR Online, Inc.
proceeding is pending in the United States Bankruptcy Court for the Eastern District of Michigan, Northern Division (Bay City, Michigan). The
bankruptcy filing stayed the prosecution against Dow Corning of approximately 19,000 breast-implant product liability lawsuits, including 45
class actions. In the period from December 1996 through February 1998, Dow Corning filed a plan of reorganization and two amended plans,
each of which was opposed by creditor representatives. In 1998, Dow Corning and the Tort Claimants Committee engaged in extended
negotiations and reached certain compromises. On November 8, 1998, Dow Corning and the Tort Claimants Committee jointly filed a revised
Plan of Reorganization (Joint Plan). The Joint Plan and related disclosure materials were mailed to claimants for their approval. Following a
favorable vote from all but four classes of creditors, a hearing to confirm the Joint Plan was held in mid 1999. On November 30, 1999, the
Bankruptcy Court entered an order confirming the Joint Plan and indicated that certain written opinions would follow. On December 21, 1999,
the Bankruptcy Court issued an opinion that approved the principal elements of the Joint Plan with respect to tort claimants, but construed the
Joint Plan as providing releases for third parties (including Corning and Dow Chemical as shareholders) only with respect to tort claimants who
voted in favor of the Joint Plan. A number of parties opposing the Joint Plan filed appeals on a variety of grounds to the United States District
Court for the Eastern District of Michigan. Dow Corning and the Committee of Tort Claimants filed a notice of appeal seeking review of the
ruling limiting the scope of the shareholder releases. Corning and Dow Chemical filed separate notices of appeal on this issue. On November
13, 2000, the District Court entered an Order affirming the Bankruptcy Court's November 30, 1999 Order confirming the Joint Amended Plan
and reversing the Bankruptcy Court's December 21, 1999 Opinion on the release and injunction provisions. One group of plaintiffs filed a
motion for reconsideration in the District Court and the District Court entered a February 5, 2001 Opinion Denying Motion for
Reconsideration, confirming that the Litigation Facility under the Joint Plan is the defendant in place of Dow Corning, Corning and Dow
Chemical, and that Corning and Dow Chemical are not named defendants for direct claims. Approximately 20 appeals were filed from the
District Court's Order and are pending in the Sixth Circuit Court of Appeals, which is expected to rule in the second half of 2001. After all
appeals are exhausted, if the Joint Plan is upheld but the shareholder releases are effective only for those voting in favor of the Joint Plan,
Corning would expect to defend any remaining claims against it on the same grounds that led to a series of orders and judgments dismissing all
claims against Corning in the federal courts and the state courts as described under the heading Implant Tort Lawsuits immediately hereafter.
With respect to the possibility of additional direct or indirect claims against Corning if the full releases are not reinstated in the Joint Plan,
management believes that such claims lack merit and that the breast implant litigation against Corning will be resolved without material impact
on Corning's financial statements.

Under the terms of the Joint Plan, Dow Corning would be required to establish a Settlement Trust and a Litigation Facility to provide a means
for tort claimants to settle or litigate their claims. Dow Corning would have the obligation to fund the Trust and the Facility, over a period of up
to 16 years, in an amount up to approximately $3.2 billion (nominal value), subject to the limitations, terms and conditions stated in the Joint
Plan. Dow Corning proposes to provide the required funding over the 16 year period through a combination of cash, proceeds from insurance,
and cash flow from operations. Corning and Dow Chemical have each agreed to provide a credit facility to Dow Corning of up to $150 million
($300 million in the aggregate), subject to the terms and conditions stated in the Joint Plan. The Joint Plan also provides for Dow Corning to
make full payment, through cash and the issuance of senior notes, to its commercial creditors. If and when Dow Corning emerges from
bankruptcy, Corning will likely begin to recognize equity earnings from Dow Corning. Corning does not expect to receive dividends from Dow
Corning in the foreseeable future.

Implant Tort Lawsuits. Corning and Dow Chemical, the shareholders of Dow Corning Corporation, have been named in a number of state and
federal tort lawsuits alleging injuries arising from Dow Corning's implant products. The claims against the shareholders allege a variety of
direct or indirect theories of liability. From 1991 through December 31, 2000, Corning has been named in

                                                                         9




                                                                      2002.    EDGAR Online, Inc.
approximately 11,470 state and federal tort lawsuits, some of which were filed as class actions or on behalf of multiple claimants. In 1992, the
federal breast implant cases were coordinated for pretrial purposes in the United States District Court, Northern District of Alabama (Judge
Sam C. Pointer, Jr.). In 1993, Corning obtained an interlocutory order of summary judgment, which was made final in April 1995, dismissing
Corning from over 4,000 federal court cases. On March 12, 1996, the U.S. Court of Appeals for the Eleventh Circuit dismissed the plaintiffs'
appeal from that judgment. The District Court entered several orders directing that Corning be dismissed from each case pending in or later
transferred to the Northern District of Alabama after Dow Corning filed for bankruptcy protection. In state court litigation, Corning was
awarded summary judgment in California, Connecticut, Illinois, Indiana, Michigan, Mississippi, New Jersey, New York, Pennsylvania,
Tennessee, and Dallas, Harris and Travis Counties in Texas, thereby dismissing approximately 7,000 state cases. On July 30, 1997, the
judgment in California became final when the Supreme Court of California dismissed further review as to Corning. In Louisiana, Corning was
awarded summary judgment dismissing all claims by plaintiffs and a cross-claim by Dow Chemical on February 21, 1997. On February 11,
1998, the intermediate appeals court in Louisiana vacated this judgment as premature. The Louisiana cases were transferred to the United States
District Court for the Eastern District of Michigan, Southern District (the Michigan Federal Court) to which substantially all breast implant
cases were transferred in 1997. In the Michigan Federal Court, Corning is named as a defendant in approximately 70 pending cases (including
some cases with multiple claimants), in addition to the transferred Louisiana cases. In the fourth quarter of 1997, Corning moved for summary
judgment in the Michigan Federal Court to dismiss these remaining cases by plaintiffs as well as the third party complaint and all cross-claims
by Dow Chemical. The Michigan Federal Court heard Corning's motion for summary judgment on February 27, 1998, but has deferred its
ruling in light of the proceedings in the Bankruptcy Court. Based upon the information developed to date and recognizing that the outcome of
complex litigation is uncertain, management believes that the risk of a materially adverse result in the implant litigation against Corning is
remote and believes the implant litigation against Corning will be resolved without material impact on Corning's financial statements.

Federal securities case. A federal securities class action lawsuit was filed in 1992 against Corning and certain individual defendants by a class
of purchasers of Corning stock who allege misrepresentations and omissions of material facts relative to the silicone gel breast implant business
conducted by Dow Corning. This action is pending in the United States District Court for the Southern District of New York. The class consists
of those purchasers of Corning stock in the period from June 14, 1989 to January 13, 1992 who allegedly purchased at inflated prices due to the
non-disclosure or concealment of material information and were damaged when Corning's stock price declined in January 1992 after the Food
and Drug Administration (FDA) requested a moratorium on Dow Corning's sale of silicone gel implants. No amount of damages is specified in
the complaint. In 1997 the Court dismissed the individual defendants from the case. In December 1998, Corning filed a motion for summary
judgment requesting that all claims against it be dismissed. Plaintiffs requested the opportunity to take depositions before responding to the
motion for summary judgment. The Court permitted limited additional discovery of certain Dow Corning, Corning and Dow Chemical officers
and directors. These depositions were completed in the second quarter of 1999. On September 23, 1999, the Court granted in part the request
by plaintiffs for certain additional documentary discovery. In April 2000, the District Court ordered two additional depositions, one of which
would be that of Dow Corning's former General Counsel. Because it believes the deposition will necessarily impinge on privileged information,
Dow Corning filed a petition with the United States Court of Appeals for the Second Circuit seeking immediate relief. The Second Circuit
ruling is expected in the first half of 2001. The discovery process is continuing and the Court has set no schedule to address the still pending
summary judgment motion. Corning intends to continue to defend this action vigorously. Based upon the information developed to date and
recognizing that the outcome of litigation is uncertain, management believes that the possibility of a materially adverse verdict is remote.

                                                                       10




                                                                    2002.    EDGAR Online, Inc.
Shin Etsu Quartz Products Company. In July 1999 and February 2000, Shin Etsu Quartz Products Company filed two patent suits in Japan
against Corning for alleged patent infringement of two patents relating to the properties of fused silica materials used in the optical components
of stepper machines. The suits request damages and an injunction preventing sales of infringing products in Japan. Corning has denied
infringement and has argued that the patents are invalid or unenforceable. Corning intends to defend these suits vigorously. While recognizing
that litigation is inherently uncertain, based upon the information developed to date, management believes that Corning has good defenses to
Shin Etsu's claims and that the likelihood of a materially adverse outcome is remote.

Sumitomo Electric Industries, Inc. In September 2000, Sumitomo Electric Industries, Inc. filed a patent infringement suit in the Federal Court
in North Carolina and asserted that Corning was infringing three Sumitomo U.S. patents relating to optical fiber. The complaint also asserted
that a Corning patent relating to optical fiber was invalid. The suit seeks damages in an unspecified amount for the alleged infringement of the
Sumitomo patents, an injunction restraining infringement, and a declaration that the Corning patent is invalid. Since the filing of the complaint,
Corning has met with Sumitomo. It is Corning's position that the three Sumitomo patents are either not infringed or are invalid and there is no
basis for a holding that the Corning patent is invalid. On December 13, 2000, Sumitomo amended its complaint to add a fourth patent, which it
contends is infringed by Corning, and served the amended complaint on Corning. Management is prepared to defend this action vigorously and,
recognizing that the outcome of litigation is uncertain, believes it has strong defenses to Sumitomo's claims.

Stanford University and Litton Systems. In October 2000, the Board of Trustees of Stanford University and Litton Systems filed a patent suit
in the U.S. District Court for the Central District of California against Corning and other optical amplifier makers for alleged infringement of a
patent relating to optical amplifiers. The suit requested unspecified damages and an injunction preventing sales of infringing products. The suit
was settled in December 2000 and Litton has granted a license to Corning.

Quest Diagnostics. Government Investigations and Related Claims. On December 31, 1996, Corning completed the spin-off of its health care
services businesses by the distribution to its shareholders of the Common Stock of Quest Diagnostics Incorporated (Quest Diagnostics) and
Covance Inc. (Covance). In connection with these distributions, Quest Diagnostics assumed financial responsibility for the liabilities related to
the contract research business. Corning agreed to indemnify Quest Diagnostics against all monetary penalties, fines or settlements for any
governmental claims arising out of alleged violations of applicable federal fraud and health care statutes and relating to billing practices of
Quest Diagnostics and its predecessors that were pending at December 31, 1996. Corning also agreed to indemnify Quest Diagnostics for 50%
of the aggregate of all judgment or settlement payments made by Quest Diagnostics that are in excess of $42 million in respect of claims by
private parties (i.e., nongovernmental parties such as private insurers) that relate to indemnified or previously settled governmental claims and
that allege over billings by Quest Diagnostics, or any existing subsidiaries of Quest Diagnostics, for services provided prior to December 31,
1996; provided, however, such indemnification is not to exceed $25 million in the aggregate and that all amounts indemnified against by
Corning for the benefit of Quest Diagnostics are to be calculated on a net after-tax basis. Such share of judgments or settlement payments does
not cover (i) any governmental claims that arise after December 31, 1996 pursuant to service of subpoena or other notice of such investigation
after December 31, 1996, (ii) any nongovernmental claims unrelated to the indemnified governmental claims or investigations, (iii) any
nongovernmental claims not settled prior to December 31, 2001, (iv) any consequential or incidental damages relating to the billing claims,
including losses of revenues and profits as a consequence of exclusion for participation in federal or state health care programs or (v) the fees
and expenses of litigation. Quest Diagnostics settled a significant matter with

                                                                        11




                                                                     2002.    EDGAR Online, Inc.
the Department of Justice late in 2000, requiring Corning to reimburse $9 million to Quest Diagnostics. As a result, in the fourth quarter of
2000 Corning released reserves totaling $12.5 million after tax that were in excess of the indemnified settlement between Quest Diagnostics and
the Department of Justice.

Pittsburgh Corning Corporation. Corning and PPG Industries, Inc. each own 50% of the capital stock of Pittsburgh Corning Corporation
(PCC). PCC and several other defendants have been named in numerous lawsuits involving claims alleging personal injury from exposure to
asbestos. As of the bankruptcy filing on April 16, 2000, PCC had in excess of 240,000 open claims. In the first quarter of 2000, after incurring
adverse verdicts in five trials involving 19 claimants, PCC filed for Chapter 11 reorganization in the United States Bankruptcy Court for the
Western District of Pennsylvania. At the time of its Chapter 11 filing, PCC sought and obtained a temporary restraining order and filed a
motion for a preliminary injunction against the prosecution of asbestos actions against its two shareholders. The preliminary injunction has been
extended by stipulation of the parties and by court order to May 21, 2001 to enable the parties to negotiate a plan of reorganization for PCC.
Upon expiration of the injunction on or after May 21, 2001, PCC, PPG Industries and Corning will have 90 days to seek removal and transfer
of stayed cases that have not been resolved through a plan of reorganization. As a result of PCC's bankruptcy filing, Corning recorded an after
tax charge of $36.3 million in the first quarter of 2000 to impair its entire investment in PCC and discontinued recognition of equity earnings.
At the time PCC filed for bankruptcy protection, there were approximately 12,400 claims pending against Corning alleging various theories of
liability based on exposure to PCC's asbestos products, all of which are stayed pursuant to the injunction of the bankruptcy court. Before PCC
filed for bankruptcy protection, Corning was dismissed from similar claims as cases against PCC proceeded to trial. The Chapter 11 filing may
lead to additional claims against Corning with related costs of defense, charges and expenses. Although the outcome of litigation and the
bankruptcy case is uncertain, management believes that the separate corporate status of PCC will continue to be upheld. Management is
continuing to investigate Corning's options for defending claims against it, which might include vigorously defending itself on all fronts or
exploring a global settlement through the bankruptcy process. The range of cost for these options (net of insurance) cannot be estimated at this
time, although management believes these matters will be resolved without a materially adverse impact on Corning's financial position.

Astrium. In December 2000, Astrium, SAS and Astrium, Ltd. filed a complaint for negligence in the United States District Court for the
Central District of California against TRW, Inc., Pilkington Optronics Inc., Corning NetOptix, Inc., OFC Corporation and Optical Filter
Corporation claiming damages in excess of $150 million. The complaint alleges that certain cover glasses for solar arrays used to generate
electricity from solar energy on satellites sold by Astrium's corporate successor were negligently coated by NetOptix or its subsidiaries (prior to
Corning's acquisition of NetOptix) in such a way that the amount of electricity the satellite can produce and their effective life were materially
reduced. Corning has denied that the coatings produced by NetOptix or its subsidiaries caused the damage alleged in the complaint or that it is
legally liable for any damages which Astrium may have experienced. No depositions or formal discovery have yet been taken and it is too early
to form a definitive opinion about the outcome of the litigation. Based upon the information developed to date and recognizing that the outcome
of litigation is uncertain, management believes that there are good defenses to these claims and believes they will be resolved without material
impact on Corning's financial statements.

Item 4. Submission of Matters to a Vote of Security Holders


(a)
      A special meeting of shareholders of the registrant was held on November 8, 2000.



                                                                        12




                                                                     2002.    EDGAR Online, Inc.
(c)
   Amendment of Certificate of Incorporation to increase the number of authorized shares of Common Stock from 1,200,000,000 to
3,800,000,000.



         For          Against        Abstain     Broker Non-Vote

      224,859,840    24,455,208      1,154,808        -0-


Approval of the 2000 Employee Equity Participation Program

         For          Against        Abstain     Broker Non-Vote

      140,862,109    76,083,855      1,335,109      32,188,783


                                                                     13




                                                                   2002.   EDGAR Online, Inc.
                                                                      PART II

Item 5. Market for the Registrant's Common Stock and Related Security Holder Matters

This information is included in Quarterly Operating Results and Related Market Data, Five Years in Review—Historical Comparison, and
Investor Information, appearing on pages 86 through 90.

Item 6. Selected Financial Data

This information is included in Five Years in Review—Historical Comparison appearing on pages 87 and 88.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Corning's financial performance in 2000 was strong as the company recorded sales at $7.1 billion, the highest sales ever in its 149-year history.
In 2000, Corning continued its strategy of growth through research and development, capacity expansion, new product development in key
growth markets and acquisitions. Corning also saw the results of past investments in acquisitions, capital expenditures and research and
development begin to contribute to 2000 earnings.

Overall, Corning reported robust results in 2000 as each of its three segments experienced sales growth over 1999 which was also a very strong
year. Sales growth in 2000 was most pronounced in the Telecommunications Segment where demand for Corning's premium fiber, cable and
photonic products, driven by the growth of the Internet, and the impact of acquisitions generated high double-digit growth. The
Telecommunications and Information Display Segments demonstrated strong earnings performances in 2000 as both segments more than
doubled their 1999 earnings.

Business Combinations

In 2000, Corning completed 12 strategic business combinations valued at approximately $10 billion within the Telecommunications Segment,
including the pooling of interests with Oak Industries, Inc. (Oak) in January 2000. The largest purchases closed in the year included:


       •
            the acquisition of Pirelli S.p.A.'s (90%) and Cisco Systems Inc.'s (10%) optical components and devices business (Pirelli acquisition),

       •
            the acquisition of NetOptix Corporation, a manufacturer of thin film filters for use in dense wavelength division multiplexing
           (DWDM) components,

       •
            the acquisition of Siemens AG's worldwide optical fiber and cable systems and equipment business, including its 50% ownership in
           Siecor Corporation and Siecor GmbH (Siemens transaction).



Each of these transactions supports Corning's strategic growth initiatives in the Telecommunications Segment and also strengthens and
broadens Corning's portfolio of businesses. See Note 2 of the Notes to Consolidated Financial Statements for more information on business
combinations for 2000, 1999 and 1998.

Allocation of the purchase price of the acquisitions resulted in charges related to purchased in-process research and development (IPRD) in
certain acquisitions. Further discussion regarding these charges is included on page 26.

Capital Expenditures

In 2000, Corning committed $1.7 billion in capital spending, more than double any other year in its history. The capital spending plan for 2001
will approximate $2.5 billion. Corning's 2000 and 2001

                                                                         14




                                                                      2002.     EDGAR Online, Inc.
spending concentrates on key growth prospects in optical fiber and cable, photonics and the display technologies businesses. Significant capital
expenditures in 2000 were as follows:


        •
            $610 million to expand capacity for optical fiber and cable,

        •
            $295 million to expand capacity of liquid crystal display glass,

        •
            $265 million to expand capacity in photonics.



Research and Development

Corning's growth strategy is not solely dependent upon acquisitions, but also calls for a continuous commitment to internal growth through
research and development. Corning's dedication to excellence through research and development was evidenced in 2000 as Corning spent an
unprecedented $540 million. Corning anticipates increasing research and development to more than $700 million in 2001. In 2000 Corning
introduced the following main products resulting from its discovery efforts:


        •
            MetroCor™, a premium fiber solution for optical communications in the metropolitan marketplace.

        •
            Corning microarray products for applications in human genome research.

        •
                     ,
            EAGLE 2000fusion formed glass for applications in the liquid crystal display business.

        •
            PurePath™, optical switches for wavelength division multiplexing systems in the optical networking business.



Outlook

Looking forward to 2001, Corning will continue to invest in new product development, capacity expansion and external growth. Corning
expects its sales will grow by 20% to 25% and that each segment's net income will show double-digit growth.

Other

The consolidated financial statements presented for 1999 and 1998 have been restated to include the financial position and results of operations
of Oak to reflect the pooling of interests accounting used in the Oak merger consummated on January 28, 2000.

All share and per share amounts have been restated to reflect the three-for-one stock split of Corning common stock that became effective
October 3, 2000.

RESULTS OF CONTINUING OPERATIONS

Consolidated sales in 2000 were $7.1 billion, a 50% increase over 1999. Excluding the impact of acquisitions, Corning's consolidated sales in
2000 increased 36% over 1999. In 1999, consolidated sales totaled $4.7 billion, a 24% increase over 1998. Strong demand for Corning's new
premium fiber, cable and photonics products and the impact of acquisitions contributed to the overall sales growth. Sales growth for 2000 was
most pronounced in the Telecommunications Segment where the impact of acquisitions and demand for Corning's premium fiber, cable and
photonics products drove year over year sales growth of 73%. Excluding acquisitions, sales in Telecommunications grew 50% over 1999.

Corning's income from continuing operations totaled $409.5 million in 2000, a decrease compared to $511.0 million in 1999, primarily due to
substantial non-cash acquisition-related charges. Income from continuing operations increased 44% from $354.8 million in 1998, a year in
which results were adversely impacted by economic factors in Asia, to $511.0 million in 1999. Diluted earnings per share from continuing

                                                                       2002.   EDGAR Online, Inc.
operations was $0.46 per share in 2000 compared to $0.65 per share in 1999. In 1999,

                                                                     15




                                                                  2002.   EDGAR Online, Inc.
diluted earnings per share from continuing operations increased 37% from $0.47 per share in 1998 to $0.65 per share.

Corning's 2000, 1999 and 1998 results were impacted by significant nonrecurring items including gains and losses on the disposition and
restructuring of businesses, IPRD charges, other acquisition-related charges and impairment losses. In addition, as a result of its acquisition
strategy, Corning began to record significant amounts of amortization of purchased intangibles and goodwill in 2000. These amounts will
increase in 2001 as a result of transactions completed throughout 2000.

Corning believes a better understanding of the changes in its operating results is provided by comparing its operating results on a pro forma
basis excluding amortization of purchased intangibles and goodwill, purchased IPRD costs, one-time acquisition costs and nonrecurring items.
This measure is not in accordance with, or an alternative for, generally accepted accounting principles (GAAP) and may not be consistent with
measures used by other companies. It should be considered supplemental data.

Pro forma net income in 2000 totaled $1.1 billion and pro forma earnings per share was $1.23, an increase of 108% and 84%, respectively, over
1999. Pro forma net income in 1999 was $524.7 million, or $0.67 per share, an increase of 32% and 26%, respectively, over 1998. Corning
calculates pro forma net income from net income from continuing operations as follows (after tax and in millions):

                                                                                                Year Ended December31,
                                                                                        2000                1999           1998

Net income from continuing operations                                              $      409.5         $   511.0      $   354.8

                    Nonoperating gains                                                         (4.2 )         (9.5 )        (22.9 )

                   Amortization of purchased intangibles, including goodwill              218.4               21.8           17.4
                   In-process research and development charges                            399.3
                   Other acquisition-related charges                                       43.4
                   Provision for impairment and restructuring charges, net                                     1.4           49.2
                   Gain in equity in earnings of associated companies                      (11.7 )
                   Impairment of equity investment                                          36.3
Pro forma net income                                                               $    1,091.0 $           524.7      $   398.5

Pro forma diluted earnings per share                                               $       1.23         $     0.67     $     0.53



See Non-Segment Results on page 22 for a discussion of these nonrecurring items.

OPERATING SEGMENTS

Corning groups its products into three operating segments: Telecommunications, Advanced Materials and Information Display. Corning also
includes the earnings of equity affiliates that are closely associated with Corning's operating segments in segment net income. Information about
the performance of Corning's operating segments is presented below. Segment amounts exclude revenues, expenses and equity earnings not
specifically identifiable to segments. In the first quarter of 2000, Corning changed the performance measurement of its operating segments to a
new metric—segment net income excluding amortization of purchased intangibles and goodwill, purchased IPRD costs, one-time acquisition
costs and other nonrecurring items. This measure is not in accordance with GAAP and may not be consistent with measures used by other
companies. The segment results for 1999 and 1998 have been restated to conform to the new measure.

Corning prepared the financial results for its three operating segments on a basis that is consistent with the manner in which Corning
management internally disaggregates financial information to assist in making internal operating decisions. Corning has allocated some
common expenses among segments differently than it would for stand alone financial information prepared in accordance with GAAP. The

                                                                        16




                                                                      2002.   EDGAR Online, Inc.
nonrecurring items noted above are excluded from segment net income, but are described more fully in Non-Segment Results.

Telecommunications                                                                   2000             1999              1998
(In millions)


Net sales                                                                       $    5,120.7      $   2,958.2       $   2,139.6

Research, development and engineering expenses                                  $      390.4      $     260.8       $     203.7

Interest expense                                                                $       69.0 $               58.8   $      39.8

Segment earnings before minority interest and equity earnings                   $      677.2      $     330.4       $     265.3

                               Minority interest in (earnings) losses of                    3.0          (34.6 )          (38.0 )
                               subsidiaries
                               Equity in earnings of associated companies                1.0             14.9              22.7
Segment net income                                                              $      681.2 $          310.7       $     250.0

Segment earnings before minority interest and equity earnings as a                      13.2 %               11.2 %        12.4 %
percentage of segment sales
Segment net income as a percentage of segment sales                                     13.3 %               10.5 %        11.7 %



The Telecommunications Segment produces optical fiber and cable, optical hardware and equipment, photonic modules and components and
optical networking devices for the worldwide telecommunications industry.

2000 vs. 1999

Sales in the Telecommunications Segment increased 73% over 1999 to $5.1 billion. Excluding acquisitions, sales growth was 50%. The sales
growth in the segment was led primarily by volume gains in the optical fiber and cable business, hardware and equipment and photonic
technologies businesses. Segment net income more than doubled in 2000 compared to 1999. The percentage increase in segment net income
exceeds the increase in sales, reflecting an overall increase in segment gross margin percentage and a decrease in research, development and
engineering as a percentage of sales.

Sales in the optical fiber and cable business in 2000 increased approximately 70% over 1999 to approximately $2.9 billion. The increase in
sales resulted chiefly from the impact of acquisitions and strong volume gains for LEAF optical fiber. Volume growth continues to be driven by
regional, local and long-haul telephone companies and cable television operators, including significant European carriers benefiting from
continued deregulation of the telecommunications industry throughout Europe. Approximately $460 million of the increase in optical fiber and
cable sales primarily resulted from the following acquisitions:


         •
              the acquisition of the remaining 50% interest in Siecor GmbH and the cabling business previously owned by Siemens in the first
             quarter of 2000,

         •
              the acquisition of the optical cable business from BICC, plc and the remaining 50% interest in Optical Waveguides Australia, Pty.
             Ltd. in the second quarter of 1999.



Excluding the impact of these acquisitions, sales in the optical fiber and cable business increased 42% for the year principally due to volume
gains of almost 50%, reflecting continued strong demand for Corning's premium fiber products. Volume of premium fiber and cable products,
including Corning's LEAF optical fiber, more than doubled over the same period in 1999. Price declines ranged between 5% and 10% for
Corning's optical fiber and cable products in comparison with last year. The weighted-average optical fiber and cable price in 2000 remained
relatively stable compared to 1999. The rate of price declines for cabled products slowed throughout 2000 commensurate with the worldwide
tightening of supply of optical fiber.

                                                                          17


                                                                       2002.    EDGAR Online, Inc.
As a result of continued strong worldwide demand for optical fiber and cable, Corning continued to produce at maximum manufacturing
capacity and invest capital to further expand capacity. The following optical fiber capacity expansion announcements were made in 2000
(approximate amounts):


       •
             In December, Corning announced plans to invest in a new optical fiber manufacturing facility in Oklahoma City, OK with
           construction to begin in 2001 and production to start in 2004. In February 2001, Corning's board of directors approved a $400 million
           investment for the project.

       •
             In December, Corning announced plans to invest an additional $450 million in its Concord, NC facility creating the largest optical
           fiber plant in the world by 2004.

       •
             In September, Corning announced plans to upgrade and expand its Deeside, North Wales facility by investing $50 million. This
           investment will increase capacity for the optical fiber manufacturing facility by over 50%.

       •
            In February, Corning announced a $750 million expansion of its Concord and Wilmington, NC fiber production facilities which are
           expected to come on-line in late 2001 and 2002.



The effect of all the expansions announced in 2000 will permit Corning to increase its manufacturing capacity for optical fiber 20% in 2001 and
at least 25% per year from 2002 to 2004.

Net income from the optical fiber and cable business increased approximately 84% in 2000 compared to 1999. The strong earnings
performance is due to volume growth in high-data rate products, relatively stable pricing and a shift to a higher premium product mix.

Sales in the telecommunications hardware and equipment business, including the Gilbert Connectors business acquired in the Oak merger,
increased over 82% in 2000 to approximately $1.02 billion. This increase resulted from a higher volume of existing products, the Siemens
transaction and particularly strong demand from cable television customers, offset in part by price declines. Excluding acquisitions, sales
increased 57% over 1999. Overall net income almost doubled over 1999 largely due to volume increases.

The photonic technologies business, including the Lasertron business acquired in the Oak merger, manufactures photonic modules and
components primarily for the optical amplification market. Sales in this business more than doubled over 1999 to approximately $970 million.
The business realized strong volume gains in 2000 led by new product sales, growth in amplifier sales and acquisitions. The operating
performance in this business improved in 2000 as the business became solidly profitable due to strong volume, productivity gains and more cost
efficient access to pump lasers achieved through the acquisition of Lasertron. Corning continues to invest heavily in research and development
in this business.

Photonic technologies is an integral part of Corning's capital spending plan. Corning is investing significant capital to support the business and
in early 2001 and 2000 announced the following capital expansion plans (approximate amounts):


       •
            In February 2001, Corning announced plans to invest $150 million at Optical Technologies in Milan, Italy to increase capacity of the
           business purchased from Pirelli.

       •
            In December, Corning announced plans to invest $150 million at Benton Park, PA effectively increasing capacity of amplifier
           modules by 50% and dispersion compensation modules over 200%.

       •
            In August, Corning announced plans to invest $80 million in constructing a new passive components manufacturing facility in
           Henrietta, NY. The investment will double production of fiber-based passive components and is expected to begin production in early
           2001.




                                                                      2002.    EDGAR Online, Inc.
  18




2002.   EDGAR Online, Inc.
       •
            In July, Corning announced a $225 million expansion of Corning Lasertron in Nashua, NH that combined with the $45 million
           expansion announced in April 2000 will increase the existing capacity of Corning Lasertron products by six times over the next two
           years.

       •
            In June, Corning announced a $50 million investment in its Erwin, NY facility to bolster capacity for photonic modules.

       •
            In April, Corning announced a $50 million investment for the addition of a second amplifier assembly plant in Benton Park, PA.
           Startup production began in the third quarter with initial shipments in early October. This expansion will more than double Corning's
           module and amplifier manufacturing capacity.

       •
            In February, Corning and Samsung Electronics announced the formation of an equity-venture to mass produce micro optic products.
           Samsung Corning Micro-Optics will manufacture DWDM packaged components. In June, Corning and Samsung Electronics
           announced the approval of a $110 million capacity expansion in the equity-venture that will quadruple its production of DWDM
           components.



During the third quarter of 2000, the optical networking business which designs and manufactures wavelength management products and optical
switch modules, began shipments of its wavelength management products to customers. Sales for 2000 were approximately $10 million. This
business operated at a loss due to significant research and development investments. In August, Corning announced plans to invest $20 million
to increase its capacity for the manufacture of wavelength management products. This investment will increase capacity of PurePath products
by six times and is expected to become operational in the third quarter of 2001.

The other business in this segment is the Controls and Connectors business acquired in the Oak merger. This business manufactures control
systems, switches, and encoders and also designs and manufactures devices used in wireless, wireline and fiber-optic applications. Sales in this
business increased 14% in 2000 to approximately $240 million. Net income from this business improved slightly, moving from breakeven in
1999 to modest profitability in 2000, primarily due to volume increases.

Sales to Corning's largest customer accounted for approximately 12% of the Telecommunications Segment sales in 2000, including a significant
portion of total sales in the photonic technologies business. Sales to this customer in 1999 were approximately 11% of the Telecommunication
Segment sales.

1999 vs. 1998

Sales in the Telecommunications Segment increased 38% over 1998 to approximately $3.0 billion. The sales growth in the segment was led
primarily by volume gains in the optical fiber and cable and photonic technologies businesses. Segment net income rose 24% in 1999 compared
to 1998. The percentage increase in net income is lower than that of sales because of planned higher research and development spending and an
increased volume of lower margin products.

Sales in the optical fiber and cable business in 1999 increased 45% over 1998 to approximately $1.7 billion. The increase in sales resulted
primarily from the impact of acquisitions and volume gains. Approximately $220 million of the increase in optical fiber and cable sales resulted
from the following acquisitions:


       •
            the acquisition of the optical cable business from BICC, plc and the remaining 50% interest in Optical Waveguides Australia, Pty.
           Ltd. in the second quarter of 1999,

       •
            the acquisition of Optical Fibres in December 1998.



                                                                         19

                                                                      2002.    EDGAR Online, Inc.
Excluding the impact of these acquisitions, sales in the optical fiber and cable business increased approximately 38% for the year due to volume
gains of approximately 40%, reflecting continued strong demand for Corning's premium fiber products. Volume growth continues to be driven
by regional, local and long-haul telephone companies and cable television operators, including large European carriers. These operators and
carriers are installing optical fiber and adding new services to increase network capacity, as well as reducing operating costs. Volume of
premium fiber and cable products, including Corning's new LEAF optical fiber, tripled over the same period in 1998. Price declines ranged
between 10% and 20% for Corning's optical fiber and cable products in comparison with 1998. However, the weighted-average optical fiber
and cable price in 1999 declined approximately 5% compared to 1998, due to the higher mix of premium product sales. The rate of price
declines slowed during the second half of 1999 commensurate with the worldwide tightening of supply of optical fiber.

Net income from the optical fiber and cable business increased more than 30% in 1999 compared to 1998. The percentage increase in net
income is lower than that of sales because of increased volume of lower margin products, start-up costs incurred at the Concord facility and
lower equity earnings.

Sales in the telecommunications hardware and equipment business increased 17% in 1999 to approximately $560 million. This increase
resulted primarily from a higher volume of existing products and particularly strong demand from cable television customers, offset in part by
price declines. Overall net income increased only 7%, as increased volume was offset by lower margins due to price declines.

The photonic technologies business realized strong volume gains throughout 1999 led by new product sales. Sales in this business increased
64% in 1999 to approximately $475 million compared to 1998 sales of approximately $295 million. The operating performance in this business
improved substantially in 1999 as a result of manufacturing efficiencies and cost reductions. Due to continued investment in research and
development, this business incurred a loss; however, the overall results improved approximately 30% in comparison to 1998.

Corning continues to invest significantly in the research and development of future technologies, including spending on products within the
optical switching market. Corning invested approximately $30 million in 1999 on these products.

The other business in this segment, the controls and connectors business, reported a sales increase of 23% in 1999 to approximately $210
million. The increase was primarily a result of the addition of sales from Tele Quarz, which was acquired in the fourth quarter of 1998.
Excluding this acquisition, sales increased by 5%. Net income from these businesses declined 84%, primarily due to costs associated with the
reorganization of the business' North American operations and the inclusion of the results of Tele Quarz, whose products sell at lower margins.

Outlook: Sales in the Telecommunications Segment are expected to trend upward by approximately 25% in 2001, led by the following factors:


       •
            the continued demand for Corning's cabled premium fiber products, including LEAF and MetroCor,

       •
            growth in demand for Corning's photonic technology devices, particularly from new products and customers,

       •
            full year contributions from acquisitions completed in 2000 including the Pirelli acquisition, the Siemens transaction, NetOptix, NZ
           Applied Technologies (NZAT) and IntelliSense Corporation.



In early 2001, several customers in both the optical fiber and photonic technologies businesses announced that their order rate may be lower
than expected. In addition, capital availability issues have caused the overall telecommunications market to soften. Corning has implemented a
process to allocate fiber volume to previously unmet customer needs and has plans to add new customers and control spending to mitigate the
impact of market softness.

                                                                         20




                                                                      2002.    EDGAR Online, Inc.
Segment net income is expected to continue its double-digit growth as sales gains, cost reductions in optical fiber and cable and photonics
products, and the elimination of integration costs related to the Siemens transaction should more than offset increased research and
development spending and capacity expansion related costs.

Advanced Materials                                                                 2000            1999              1998
(In millions)


Net sales                                                                     $    1,086.0    $    1,053.9       $   1,020.1

Research, development and engineering expenses                                $      120.3    $           94.5   $      80.0

Interest expense                                                              $        18.2 $             22.7   $      16.7

Segment earnings before minority interest and equity earnings                 $        88.0 $             90.9   $      75.9

                                Minority interest in losses of subsidiaries                                              0.3
                                Equity in earnings of associated companies            22.6            21.7              17.6
Segment net income                                                            $      110.6 $         112.6       $      93.8

Segment earnings before minority interest and equity earnings as a                        8.1 %            8.6 %            7.4 %
percentage of segment sales
Segment net income as a percentage of segment sales                                    10.2 %             10.7 %            9.2 %



The Advanced Materials Segment manufactures specialized products with unique applications utilizing glass, glass ceramic and polymer
technologies.

2000 vs. 1999

Sales in the Advanced Materials Segment increased 3% in comparison to 1999 to approximately $1.1 billion, chiefly due to growth in the
semiconductor materials business and the environmental technologies business, which more than offset sales declines due to the divestiture of
the Quanterra business in January 2000. Excluding the impact of the divestiture, sales improved almost 10%. Segment net income remained
relatively flat in 2000 in comparison to last year as net income gains in most businesses were offset by losses in the life sciences business and
flat equity earnings.

Sales in the environmental technologies business, the largest business in the segment and a manufacturer of catalytic converter substrates,
increased almost 3% over 1999 to approximately $410 million. The growth in sales resulted from a strong worldwide automotive market in
2000 and increased market penetration of Corning's thin-wall products coupled with increases in the base substrate business that was partially
offset by the weak Euro. Earnings in this business decreased approximately 12%, principally due to start-up costs of new plants in South Africa
and China and elevated research and development spending on diesel substrate programs. South Africa began to ship products in September
and China is expected to start shipments in 2001.

Sales in the life sciences business, a supplier of advanced microplates, high-density microarrays and other laboratory products, of
approximately $250 million were down over 6% in comparison to 1999 as the business continues to see a shift in spending in the
pharmaceutical industry from traditional products to genomics. The business reported a small loss in 2000 compared to a small profit in 1999.
The loss was primarily due to an increased commitment to research and development and marketing costs associated with the launch of
Corning's microarray technology products in the third quarter of 2000. Excluding start-up costs related to microarrays, earnings were flat
compared to 1999.

Sales in Corning's other Advanced Materials businesses, including semiconductor materials and ophthalmic products, increased over 9% from
1999 to approximately $425 million. This increase was led by elevated sales of high purity fused silica products in the semiconductor materials
business which more than offset the impact of the divestiture of Quanterra in January. Excluding the divestiture of Quanterra, sales improved
over 32%. Earnings from these businesses more than doubled over 1999 due

                                                                        21




                                                                     2002.    EDGAR Online, Inc.
largely to increased volume and despite flat performances from Eurokera and Keraglass, S.N.C., French based manufacturers of glass ceramic
cooktops.

1999 vs. 1998

Sales in the Advanced Materials Segment increased 3% in comparison to 1998 to approximately $1.1 billion, primarily due to growth in the
environmental technologies business, offset by lower sales in the ophthalmic business. Segment net income increased 20% in 1999 in
comparison to the prior year. This significant increase resulted from sales gains, as well as manufacturing efficiencies, in the environmental
technologies business. Increased equity earnings also contributed to segment results.

Sales in the environmental technologies business increased 12% over 1998 to approximately $400 million. The increase in sales in this business
resulted primarily from the introduction of Corning's new thin-wall ceramic substrate product and strong sales in North America. Earnings in
this business increased over 30%, reflecting the strong sales gains and manufacturing efficiencies. To meet anticipated demands for emission
control products, Corning started construction on a new $80 million wholly owned manufacturing facility in China and announced plans to
build a finishing facility in South Africa.

Sales in the life sciences business in 1999 of approximately $265 million were flat in comparison to 1998 sales reflecting the impact of
divestitures in 1998 and 1999. Excluding the impact of divestitures, sales in this business increased 9% in 1999 as a result of strong volume
gains in the advanced life science market. Earnings in this business decreased significantly in 1999, primarily due to higher research and
development spending on advanced life science products.

Sales in Corning's other Advanced Materials businesses decreased 2% from 1998 to approximately $390 million. Sales of high purity fused
silica products in the semiconductor materials business continued to be impacted by softness in the semiconductor manufacturing equipment
industry, particularly during the first half of the year. During the latter part of 1999, Corning brought a portion of its manufacturing facility near
Charleston, SC on-line as demand increased. Sales in the ophthalmic business in 1999 were impacted by the continued erosion in the worldwide
demand for glass optical products, due to the consumer's increased preference for plastic lenses. Earnings from the other Advanced Materials
businesses remained flat in comparison to 1998, as these sales declines were offset by increased equity earnings from Eurokera and Keraglass,
S.N.C.

In January 2000, Corning sold Quanterra Incorporated to Severn Trent Laboratories for $35 million. Concurrent with management's decision to
dispose of this business, Corning recognized an impairment loss in the third quarter of 1999 of $15.5 million ($10.0 million after tax) and a
nonoperating gain of $6.8 million ($4.2 million after tax) in the first quarter of 2000. Neither of these events are included in the results of the
Advanced Materials Segment.

Outlook: Segment sales in 2001 are expected to increase 8% to 10%. Volumes in high purity fused silica are expected to increase. Sales of
environmental technologies are expected to be flat due to the recent slowdown in the domestic automotive market. Life science products,
particularly the new microarray products, also are expected to continue to grow. Segment net income is expected to increase in 2001 reflecting
these sales gains, aggressive cost reduction initiatives and the wind-down of startup

                                                                         22




                                                                       2002.    EDGAR Online, Inc.
costs in environmental technologies offset in part by the continued investment in research and development spending on advanced life science
products and diesel substrates.

Information Display                                                                        2000        1999        1998
(In millions)


Net sales                                                                              $ 894.1 $       701.2 $      644.7

Research, development and engineering expenses                                         $    29.2 $       22.9 $      23.7

Interest expense                                                                       $    19.1 $       11.2 $      10.0

Segment earnings before minority interest and equity earnings                          $ 114.2 $         57.6 $      39.2

                                   Minority interest in earnings of subsidiaries           (26.7 )      (22.7 )     (27.6 )

                                   Equity in earnings of associated companies            144.5          67.8         44.9
Segment net income                                                                     $ 232.0 $       102.7 $       56.5

Segment earnings before minority interest and equity earnings as a percentage of            12.8 %        8.2 %        6.1 %
segment sales
Segment net income as a percentage of segment sales                                         26.0 %       14.6 %        8.8 %



The Information Display Segment manufactures glass panels and funnels for televisions and CRTs (conventional video components), liquid
crystal display glass for flat panel displays (display technologies) and precision lens assemblies for projection video systems.

2000 vs. 1999

Sales in the Information Display Segment increased 28% in 2000 to approximately $895 million, primarily due to strong growth in the display
technologies and precision lens businesses. Segment net income more than doubled as did equity earnings, reflecting increased earnings in each
business over 1999.

Sales in the conventional video components business remained relatively flat in 2000 in comparison to 1999 at approximately $355 million due
to slightly lower volumes offset in part by price increases as the supply of television glass began to tighten. Earnings in this business increased
83% in comparison to 1999 primarily due to higher equity earnings, in addition to cost reductions and the impact of volume and mix as a shift
to higher premium products occurred in 2000. The increase in equity earnings reflects improved volume and stable pricing at Samsung Corning
Company Ltd. (Samsung Corning), a manufacturer based in South Korea that produces glass panels and funnels for television and display
monitors.

Sales in the display technologies business in 2000 increased 76% over 1999 to approximately $335 million. This significant increase was the
result of continued strong demand for the business' liquid crystal glass for flat panel displays, led by increased penetration into the desktop
display market. Earnings in this business more than doubled compared to 1999, reflecting strong volume gains and stable pricing. Also equity
earnings from Samsung Corning Precision Glass Company Ltd. (Samsung Corning Precision), a Korean manufacturer of liquid crystal display
glass, more than doubled largely due to strong volume gains in the Korean marketplace.

The market for flat panel displays continues to grow annually in double digits. As a result, Corning continued to produce at maximum
manufacturing capacity. In 2000, capacity doubled at Corning's facility in Japan and at Samsung Corning Precision's facility in Korea. The
previously announced construction of a new finishing facility in Taiwan is on schedule to begin production in 2001. Corning invested
approximately $295 million in the display technologies business in 2000 to increase capacity of liquid crystal glass.

Sales in the precision lens business increased 32% in 2000 to over $205 million as a result of strong volume growth for projection televisions
driven by demand for larger size digital television sets

                                                                        23




                                                                     2002.    EDGAR Online, Inc.
in the entertainment market sector. Earnings in this business increased 59% over 1999 primarily due to volume gains, manufacturing
efficiencies and the refocusing of product lines. In October, Corning announced a $55 million investment in this business to increase capacity of
projection television assemblies by more than 60%.

During the fourth quarter of 2000, Samsung Corning recognized a nonoperating gain of $23.4 million from the divestment of its 40% interest in
Samsung Corning Precision. Corning's $11.7 million share of this gain is excluded from segment equity earnings.

1999 vs. 1998

Sales in the Information Display Segment increased 9% in 1999 to approximately $700 million in comparison to 1998, primarily due to growth
in the display technologies business, partially offset by declines in the conventional video components business. Segment net income almost
doubled, reflecting strong equity earnings and gains within the display technologies business.

Sales in the conventional video components business declined 6% in 1999 to approximately $355 million, primarily due to volume declines and
price reductions caused by a surplus of television glass. Earnings in this business decreased approximately 5% as the impact of volume and
price declines more than offset higher equity earnings, cost reductions and the elimination of tank repair costs incurred in the prior year. The
increase in equity earnings reflects strong volume and stable pricing at Samsung Corning.

Sales in the display technologies business in 1999 increased almost 60% compared to 1998 to approximately $190 million. This significant
increase was the result of strong demand for the business' liquid crystal glass for flat panel displays, led by increased penetration into the
desktop display market. Earnings in this business increased substantially in 1999, compared to 1998, reflecting volume gains, stable pricing and
manufacturing improvements, along with significant equity earnings from Samsung Corning Precision. The increase in earnings from Samsung
Corning Precision was primarily due to strong volume gains in the Korean marketplace and favorable exchange rates.

Sales in the precision lens business increased 8% in 1999 to approximately $155 million as a result of strong volume growth for projection
televisions driven by demand for larger size televisions in the entertainment market sector. Earnings in this business increased approximately
25% in 1999 compared to 1998, primarily due to volume gains and manufacturing efficiencies.

Outlook: Sales in the Information Display Segment are expected to increase by approximately 20% in 2001 and segment net income is expected
to increase by double-digit growth rates. These expected improvements are primarily led by the liquid crystal display business but with solid
support from the precision lens business. Capacity expansions will come on-line in 2001 in both businesses to meet strong anticipated demand.
In addition to increased volume, cost reduction programs in each business will contribute to the anticipated improvement in earnings.

NON-SEGMENT RESULTS

Corning's non-segment results include the operations of Steuben, a crystal manufacturer, and equity earnings from small strategic investments
that are not aligned with Corning's three operating segments. In addition, the results of operating segments do not include nonoperating gains,
amortization of purchased intangibles and goodwill, acquisition-related expenses including IPRD charges, or restructuring and impairment
charges.

                                                                       24




                                                                     2002.   EDGAR Online, Inc.
Nonoperating gains

In 2000, Samsung Corning recorded a fourth quarter nonoperating gain of $23.4 million from the divestment of its 40% interest in Samsung
Corning Precision. Corning's $11.7 million share of this gain is included in equity in earnings of associated companies.

In 2000, Corning recorded a first quarter nonoperating gain of $6.8 million ($4.2 million after tax) on the sale of Quanterra Incorporated to
Severn Trent Laboratories for approximately $35 million.

In 1999, Corning recorded a third quarter nonoperating gain of $30.0 million ($9.5 million after tax and minority interest) as a result of the sale
by Siecor Corporation of Republic Wire and Cable for approximately $52 million in cash and short-term notes.

In 1998, Corning recorded a second quarter nonoperating gain of $20.5 million ($13.2 million after tax) as a result of the merger between
Molecular Simulations, Inc. and Pharmacopeia, Inc. The 1998 results also include a fourth quarter nonoperating gain of $19.2 million ($9.7
million after tax) related to the divestiture of several small life sciences businesses.

Amortization of purchased intangibles and goodwill

Amortization of purchased intangibles and goodwill totaled $245.0 million ($218.4 million after tax) in 2000 compared to $27.8 million ($21.8
million after tax) in 1999 and $22.2 million ($17.4 million after tax) in 1998. Amortization of purchased intangibles and goodwill primarily
relates to purchase business combinations. See Note 2 of the Notes to Consolidated Financial Statements for more information on purchase
business combinations. Amortization of purchased intangibles and goodwill will increase in 2001 and will include charges for the entire year
related to transactions completed late in 2000.

Acquisition-related expenses

In the fourth quarter of 2000, Corning recorded a non-tax deductible IPRD charge of $322.9 million related to the Pirelli acquisition.

In the second quarter of 2000, Corning recorded a non-tax deductible IPRD charge of $50.7 million related to the acquisitions of IntelliSense
($6.7 million) and NZAT ($44.0 million).

In the first quarter of 2000, Corning recorded an IPRD charge of $42.0 million ($25.7 million after tax) related to the acquisition of Photonics
Technology Research Center (PTRC).

In the first quarter of 2000, Corning recorded a charge for acquisition costs related to the merger of Oak of $47.0 million ($43.4 million after
tax) primarily comprised of legal and investment banking fees.

Charges for IPRD are described in more detail beginning on page 26.

Restructuring and impairment charges

In the first quarter of 2000, Corning discontinued recognition of equity earnings from Pittsburgh Corning Corporation (PCC) and recorded a
charge to impair its investment for $36.3 million due to PCC's decision to file for bankruptcy protection and reorganization under Chapter 11
for asbestos litigation. See page 10 for further detail.

In the third quarter of 1999, Corning recognized an impairment charge of $15.5 million ($10.0 million after tax) in connection with
management's decision to sell Quanterra Incorporated.

In the second quarter of 1998, Corning recorded a restructuring charge of $84.6 million ($49.2 million after tax and minority interest). The
charge was comprised of early retirement incentives

                                                                        25




                                                                      2002.   EDGAR Online, Inc.
offered to certain salaried non-union employees 55 years old or older satisfying service criteria and severance costs associated with workforce
reductions of other non-union employees. The restructuring charge related to approximately 650 employees, all of whom were terminated as of
June 30, 1999. Corning determined in the fourth quarter of 1999 that the total costs of the incentive package would be less than anticipated.
Consequently, Corning released restructuring reserves totaling $14.1 million ($8.6 million after tax) in the fourth quarter of 1999. All payments
associated with this program have been made at December 31, 2000. Management estimates that the annualized cost savings related to these
programs is approximately $30 million per year after taxes.

TAXES

Corning's effective tax rate for continuing operations was 58.9% in 2000, 30.7% in 1999 and 31.0% in 1998. The increase in 2000 was
primarily due to the large amounts of nondeductible amortization of purchased intangibles and goodwill along with nondeductible purchased
IPRD charges associated with acquisitions occurring in 2000. Excluding the impact of these and other nonrecurring items, the effective income
tax rate was 32.4% in 2000, 30.0% in 1999 and 30.8% in 1998. The higher 2000 rate in comparison to 1999 was due to a higher percentage of
Corning's earnings resulting from consolidated entities with higher effective tax rates. Note 6 of the Notes to Consolidated Financial Statements
reconciles the effective tax rate to the statutory tax rate.

RESULTS OF DISCONTINUED OPERATIONS

On December 31, 1996, Corning distributed shares of Quest Diagnostics Incorporated and Covance Inc., which collectively comprised
Corning's Health Care Services Segment, to its shareholders on a pro rata basis (the Distributions). Corning agreed to indemnify Quest
Diagnostics on an after-tax basis for the settlement of certain government claims and against certain other claims that were pending at
December 31, 1996. Coincident with the Distributions, Corning recorded a payable to Quest Diagnostics of approximately $25 million, which
was management's best estimate of amounts which were probable of being paid by Corning to Quest Diagnostics to satisfy the remaining
indemnified claims on an after-tax basis. Quest Diagnostics settled a significant matter with the Department of Justice late in 2000 requiring
Corning to reimburse Quest Diagnostics $9 million. As a result, in the fourth quarter Corning released reserves totaling $12.5 million after tax
in excess of the indemnified settlement between Quest Diagnostics and the Department of Justice.

On April 1, 1998, Corning completed the recapitalization and sale of a controlling interest in its consumer housewares business (the Consumer
transaction). Corning's Consolidated Financial Statements report the consumer housewares business as discontinued operations.

Results of discontinued operations in 1999 and 1998 pertain to the consumer housewares business and include operating results through March
31, 1998. During the fourth quarter of 1999, certain indemnification agreements related to this transaction expired. As a result, Corning
recorded income from discontinued operations in 1999 of $4.8 million after tax from the release of reserves provided at the date of the
transaction. Income from discontinued operations in 1998 totaled $66.5 million and included an after-tax gain from the transaction of $67.1
million recognized in the second quarter.

LIQUIDITY AND CAPITAL RESOURCES

Corning's working capital increased from $430.2 million at the end of 1999 to $2,685.7 million at the end of 2000. The ratio of current assets to
current liabilities was 2.4 at the end of 2000 compared to 1.3 at the end of 1999. The increase in working capital is due primarily to financing
transactions, higher accounts receivable and inventory balances and a reduction in short term debt. Corning's long-term debt as a percentage of
total capital decreased from 35% at year-end 1999 to 27% at the end of

                                                                       26




                                                                     2002.   EDGAR Online, Inc.
2000. The decrease is largely due to equity offerings totaling 79.35 million shares and over 90 million shares issued in business combinations
during 2000.

Corning has ready access to capital markets and issues stock and debt from time to time to fund its growth. In 2000, Corning completed the
following significant financing transactions:


       •
            In November, Corning issued 34.5 million shares of Corning common stock to generate net proceeds of approximately $2.4 billion.

       •
             In November, Corning offered $2.7 billion of senior unsecured zero coupon convertible debentures due in 2015. The net proceeds
           from the debentures approximated $2 billion.



A portion of the proceeds from both November offerings were used to finance the approximate $3.6 billion cash portion of the Pirelli
acquisition in December 2000. The remaining proceeds will be used for general corporate purposes.


       •
            In January 2000, Corning issued 44.85 million shares of Corning common stock to generate net proceeds of approximately $2.2
           billion.

       •
            In February 2000, Corning completed an offering of 500 million Euro-denominated securities which generated net proceeds of
           approximately $485 million.



A portion of the proceeds from both the January and February financing transactions were used to fund the Siemens acquisition, repay debt
assumed in the merger with Oak and satisfy all of Corning's outstanding commercial paper obligations.

Also in support of Corning's growth strategy and to enhance its financial flexibility, in August 2000, Corning renegotiated a revolving line of
credit totaling $2 billion, which expires August 17, 2005. As of December 31, 2000 there were no borrowings under the facility.

Corning filed a $4 billion global shelf registration statement in August 2000 that was later amended to $4.8 billion. The November financing
transactions have substantially depleted its capacity. Corning will file a shelf registration in the first quarter of 2001 in accordance with its
policy to readily access capital markets.

Corning believes that its financial condition is strong and that its cash, short-term investments, operating cash flows and access to equity capital
markets and borrowing capacity, taken together, provide adequate resources to fund ongoing operating requirements, future capital
expenditures related to the expansion of existing businesses and external growth.

CASH FLOWS

Cash and short-term investments at the end of 2000 increased from 1999 by $1.5 billion. This increase is the result of operating and financing
activities which provided cash of $1.4 billion and $6.7 billion, respectively, offset by investing activities which used $6.6 billion of cash. Cash
and short-term investments at the end of 1999 increased from 1998 by $221.2 million. This increase is the result of operating and financing
activities which provided cash of $866.9 million and $303.9 million, respectively, offset partially by investing activities which used $932.9
million of cash.

Net cash provided by operating activities was $1,421.2 million, $866.9 million and $682.2 million in 2000, 1999 and 1998, respectively. The
increase in net cash provided by operating activities in 2000 primarily resulted from significant non-cash acquisition-related charges, higher
depreciation and amortization of purchased intangibles and goodwill, increased tax benefits related to stock options offset by an increase in
accounts receivable and inventory. The increase in net cash provided by operating activities in 1999 as compared to 1998 primarily resulted
from the increase in net income from continuing operations before depreciation and amortization.

                                                                         27



                                                                      2002.    EDGAR Online, Inc.
Net cash used in investing activities was $6,549.1 million, $932.9 million and $182.8 million in 2000, 1999 and 1998, respectively. The
increase in net cash used in investing activities in 2000 was primarily attributable to increased net cash used for capital expenditures and
acquisitions of businesses including the Pirelli acquisition, the Siemens transaction, Champion Products Inc. and PTRC. The increase in net
cash used in investing activities in 1999 as compared to 1998 primarily resulted from capital expenditures.

Corning has invested significant cash in capital expansions in the last three years. Capital spending in 2000 totaled $1.7 billion, $196 million of
which was unpaid at year-end and recorded in accounts payable at December 31, 2000. Capital spending totaled $757.1 million and $730.4
million in 1999 and 1998, respectively. The high level of capital spending since 1998 relates primarily to capacity expansions in Corning's
growth businesses and expanded research and development facilities. Corning's 2001 capital spending program anticipates a requirement of
approximately $2.5 billion.

Net cash provided by or (used in) financing activities was $6,648.2 million, $303.9 million and $(378.2) million in 2000, 1999 and 1998,
respectively. The increase in net cash provided by financing activities was primarily due to proceeds from issuance of common stock related to
two common stock offerings in 2000 and proceeds from issuance of debt generated by the offering of Euro denominated debt and zero coupon
convertible debentures. The increase in net cash provided by financing activities in 1999 from 1998 was primarily due to an increase in
proceeds from issuance of debt.

Corning did not repurchase any of its common stock in 2000. Cash used to repurchase stock totaled $96.2 million and $74.3 million in 1999
and 1998, respectively. These amounts include Oak's historical repurchases of its stock. Corning repurchased 4.2 million and 6.0 million shares
of its common stock in 1999 and 1998, respectively.

Dividends paid to common shareholders in 2000 totaled $210.7 million compared with $175.7 million in 1999 and $166.8 million in 1998. The
increase is due to an increase in the number of shares outstanding.

Cash used in discontinued operations totaled $1.6 million, $12.5 million and $172.0 million in 2000, 1999 and 1998, respectively. The high
level of cash used in discontinued operations in 1998 is primarily a result of transaction costs and tax payments related to the Consumer
transaction.

IN-PROCESS RESEARCH AND DEVELOPMENT

Corning completed a number of purchase acquisitions in 2000. As part of analyzing each of these acquisitions, Corning made a decision to buy
technology that had not yet been commercialized rather than develop the technology internally. Corning based this decision on a number of
factors, including the amount of time it would take to bring the technology to market. Corning also considered its internal research resource
allocation and its progress on comparable technology, if any. Corning expects to use the same decision process in the future.

In connection with the acquisitions accounted for under the purchase method, management is responsible for estimating the fair value of the
assets and liabilities acquired. Management has made estimates and assumptions that affect the reported amounts of assets, liabilities and
expenses resulting from such acquisitions.

Amounts allocated to purchased IPRD were established through recognized valuation techniques in the high technology communications
industry. Certain projects were acquired for which technological feasibility had not been established at the date of acquisition and for which no
alternative future uses existed. In accordance with Statement of Financial Accounting Standards No. 2, "Accounting for Research and
Development Costs" as interpreted by FASB Interpretation No. 4, "Applicability of FASB Statement No. 2 to Business Combinations
Accounted for by the Purchase Method," amounts assigned

                                                                        28




                                                                     2002.    EDGAR Online, Inc.
to IPRD meeting the above criteria must be charged to expense at the date of consummation of the purchase.

The value allocated to projects for which a charge was recorded was determined by the traditional income approach, which discounts expected
future debt-free income to present value. The discount rates used were specific to each project and were derived from a cost of capital for each
specific acquisition target, adjusted upward for the stage of completion of each project.

Expected future debt-free income was derived with the following considerations:


       •
            Revenues were estimated based on relevant market size, growth trends in the industry and individual product sales cycles.

       •
            Estimated operating expenses included cost of goods sold, selling, general and administrative expenses, and research and
           development expenses to maintain the products once they have been introduced.

       •
            Estimated tax expenses were specific to each acquired entity and its tax profile.

       •
             For certain projects, as appropriate, a return on core technology was deducted based upon market standards for licensed existing
           technology and a return on assets was deducted based upon industry comparisons.



The nature of the efforts to develop the acquired technology into commercially viable products consists principally of planning, designing and
testing activities necessary to determine that the product can meet market expectations. Corning expects that products incorporating the
acquired technology from these projects will be completed and will begin to generate cash flows over the next five years following integration.

Management expects to continue supporting these research and development efforts. This support is not expected to change Corning's research
and development expense trends. However, the timing and success of development of these technologies remains a risk due to the remaining
effort to achieve technical viability, rapidly changing customer markets, uncertain standards for new products and significant competition in the
marketplace.

The following is a more detailed discussion of the valuations associated with acquisitions for which such charges have been recorded:

Optical Technologies USA (OTUSA)

On December 12, 2000, Corning completed the acquisition of Pirelli's optical components and devices business based in Milan, Italy. This
business had significant research and development projects ongoing at the time of the acquisition. Twelve of these projects were valued as
IPRD projects. Projected debt-free income was initially discounted using a rate of 17% to reflect the weighted-average cost of capital (entity
risk) for this entity. Each product was also discounted to account for the research project's stage of development. Corning recorded a non-tax
deductible IPRD charge of $322.9 million in the fourth quarter of 2000.

Failure to achieve the expected levels of revenue and net income from these products could negatively impact the return on investment expected
at the time that the acquisition was completed and potentially result in impairment of other assets related to this investment.

                                                                         29




                                                                       2002.    EDGAR Online, Inc.
Costs to complete the in-process research programs are expected to approximate $25 million to $30 million. These projects have been
categorized into four product technologies as follows:

Lithium Niobate Modulators

OTUSA is developing a number of different lithium niobate modulators. Lithium niobate modulators are ideally suited for use in high-speed,
long-haul optical communications networks. The technology has been chosen by a majority of long-haul equipment suppliers because it has the
best combination of optical, electronic and reliability performance. Five of the research projects qualified as IPRD projects, and the completion
percentages of these five projects ranged from 10%-90%. A non-tax deductible charge of $235.0 million was recognized and the value of
individual modulator projects in-process ranged from $18.8 million to $82.5 million.

Submarine Products

OTUSA's optical components and devices business is continuing to develop high reliability 980 nanometer (nm) pump laser chips and modules
for submarine use. These devices are components within an optical amplifier. At the acquisition date, two IPRD projects with completion
percentages of 10% and 50% were valued. A non-tax deductible charge of $25.6 million resulted from 980 nm pump laser submarine projects
in process. Individual research values were $2.9 million and $22.7 million.

Gratings

At the date of acquisition, three qualifying gratings programs with completion percentages ranging from 20%-85% were valued. A non-tax
deductible IPRD charge of $16.6 million resulted from gratings programs. Individual in-process projects were valued between $2.4 million and
$10.6 million.

Specialty Fiber

Two specialty fiber programs at OTUSA's optical components and devices business met the definition of IPRD. Specialty fibers are used in
conjunction with several other components to make an erbium doped fiber amplifier, which boosts the strength of the optical signal. At the
acquisition date, these projects were 40% and 60% complete. A non-tax deductible IPRD charge of $45.7 million resulted from specialty fiber
programs, with the largest program being valued at $42.0 million.

IntelliSense

On June 12, 2000, Corning completed the acquisition of the remaining shares of IntelliSense, a manufacturer and developer of
micro-electro-mechanical systems (MEMs), or small electro-mechanical, micro-fabricated devices. MEMs technology, when integrated with
optics and packaging expertise, enables the development of optical add-drop switches and optical cross connects, that are expected to play a
key role in the development and build out of the optical networking layer. As of the acquisition date, IntelliSense had three qualifying research
projects underway. These research and development projects are anticipated to result primarily in the development of new telecommunications
products. Projected debt-free income was initially discounted using a rate of 20% to reflect the weighted-average cost of capital (entity risk) for
IntelliSense. Each product was also discounted to account for the research project's stage of development. The completion percentages ranged
from 10%-90%. At the acquisition date, the projected costs to complete the IPRD programs approximated $20 million. Corning recorded a $6.7
million IPRD charge in the second quarter of 2000. No project valued exceeded $4.5 million.

If none of the projects are successfully completed, Corning may lose an opportunity to capitalize on emerging markets. Failure of any single
project would not materially impact Corning's financial condition, results of operations or liquidity.

                                                                        30




                                                                     2002.    EDGAR Online, Inc.
In all material respects, the research projects have progressed as planned at acquisition.

NZ Applied Technologies

On May 5, 2000, Corning completed the acquisition of NZAT. NZAT was developing a line of high speed, solid-state components for DWDM
systems, such as variable optical attenuators, that will meet industry demands for speed and quality. Of these projects, four were determined to
meet the criteria for purchased IPRD as of the acquisition date. Projected debt-free income was initially discounted using a rate of 21% to
reflect the weighted-average cost of capital (entity risk) for NZAT. Each product was also discounted to account for the research project's stage
of development. The completion percentages ranged from 10%-80%. At the acquisition date, the projected costs to complete the IPRD
programs approximated $10 million. A $44.0 million non-tax deductible IPRD charge was recognized and the value of individual projects
ranged from $0.5 million to $29.3 million.

If none of the projects are successfully completed, Corning may lose an opportunity to capitalize on emerging markets. Failure of any single
project would not materially impact Corning's financial condition, results of operations or liquidity.

In the fourth quarter of 2000, NZAT completed certain product development milestones for its variable optical attenuator products.

Photonics Technology Research Center

On February 14, 2000, Corning acquired British Telecommunication's PTRC. Located in Suffolk, UK, the PTRC had extensive research and
development efforts underway at the acquisition date including work on planar integrated optics, semiconductor optical amplifiers,
electro-absorption modulators, and optical networking devices. Seven projects were determined to meet the criteria for purchased IPRD.
Projected debt-free income was determined for each of the projects and initially discounted using a rate of 35% to reflect the weighted-average
cost of capital (entity risk) for PTRC. Each product was also discounted to account for the research project's stage of development. The
completion percentages ranged from 50%-80%. At the acquisition date, the projected costs to complete the IPRD programs approximated $40
million. A $42.0 million ($25.7 million after tax) IPRD charge was recognized and the value of individual projects ranged from $0.1 million to
$16.0 million.

If none of the projects are successfully completed, Corning may lose an opportunity to capitalize on emerging markets. Failure of any single
project would not materially impact Corning's financial condition, results of operations or liquidity.

Overall, substantial progress has been made on these projects, and the assumptions used to value these projects have not substantially changed
since the acquisition date.

DOW CORNING CORPORATION

Corning is a 50% owner of Dow Corning Corporation (Dow Corning), a manufacturer of silicones. The other 50% of Dow Corning is owned by
The Dow Chemical Company (Dow Chemical).

On May 15, 1995, Dow Corning sought protection under the reorganization provisions of Chapter 11 of the United States Bankruptcy Code, as
a result of several negative developments related to the breast implant litigation. At that time, Corning management believed it was impossible
to predict if and when Dow Corning would successfully emerge from Chapter 11 proceedings. As a result, Corning recorded an after-tax charge
of $365.5 million to fully reserve its investment in Dow Corning and discontinued recognition of equity earnings from Dow Corning in 1995.
The bankruptcy proceeding is pending in the United States Bankruptcy Court for the Eastern District of Michigan, Northern Division (Bay City,
Michigan). The bankruptcy filing stayed the prosecution against Dow Corning of approximately 19,000 breast-implant product liability
lawsuits, including 45 class actions. In the period

                                                                        31




                                                                      2002.    EDGAR Online, Inc.
from December 1996 through February 1998, Dow Corning filed a plan of reorganization and two amended plans, each of which was opposed
by creditor representatives. In 1998, Dow Corning and the Tort Claimants Committee engaged in extended negotiations and reached certain
compromises. On November 8, 1998, Dow Corning and the Tort Claimants Committee jointly filed a revised Plan of Reorganization (Joint
Plan). The Joint Plan and related disclosure materials were mailed to claimants for their approval. Following a favorable vote from all but four
classes of creditors, a hearing to confirm the Joint Plan was held in mid 1999.

On November 30, 1999, the Bankruptcy Court entered an order confirming the Joint Plan and indicated that certain written opinions would
follow. On December 21, 1999, the Bankruptcy Court issued an opinion that approved the principal elements of the Joint Plan with respect to
tort claimants, but construed the Joint Plan as providing releases for third parties (including Corning and Dow Chemical as shareholders) only
with respect to tort claimants who voted in favor of the Joint Plan. A number of parties opposing the Joint Plan filed appeals on a variety of
grounds to the United States District Court for the Eastern District of Michigan. Dow Corning and the Committee of Tort Claimants filed a
notice of appeal seeking review of the ruling limiting the scope of the shareholder releases. Corning and Dow Chemical filed separate notices of
appeal on this issue. On November 13, 2000, the District Court entered an Order affirming the Bankruptcy Court's November 30, 1999 Order
confirming the Joint Amended Plan and reversing the Bankruptcy Court's December 21, 1999 Opinion on the release and injunction provisions.
One group of plaintiffs filed a motion for reconsideration in the District Court and the District Court entered a February 5, 2001 Opinion
Denying Motion for Reconsideration, confirming that the Litigation Facility under the Joint Plan is the defendant in place of Dow Corning,
Corning and Dow Chemical, and that Corning and Dow Chemical are not named defendants for direct claims. Approximately 20 appeals were
filed from the District Court's Order and are pending in the Sixth Circuit Court of Appeals, which is expected to rule in the second half of 2001.
After all appeals are exhausted, if the Joint Plan is upheld but the shareholder releases are effective only for those voting in favor of the Joint
Plan, Corning would expect to defend any remaining claims against it on the same grounds that led to a series of orders and judgments
dismissing all claims against Corning in the federal courts and the state courts as described under the heading Implant Tort Lawsuits (Item 3).
With respect to the possibility of additional direct or indirect claims against Corning if the full releases are not reinstated in the Joint Plan,
management believes that such claims lack merit and that the breast implant litigation against Corning will be resolved without material impact
on Corning's financial statements.

Under the terms of the Joint Plan, Dow Corning would be required to establish a Settlement Trust and a Litigation Facility to provide a means
for tort claimants to settle or litigate their claims. Dow Corning would have the obligation to fund the Trust and the Facility, over a period of up
to 16 years, in an amount up to approximately $3.2 billion (nominal value), subject to the limitations, terms and conditions stated in the Joint
Plan. Dow Corning proposes to provide the required funding over the 16 year period through a combination of cash, proceeds from insurance,
and cash flow from operations. Corning and Dow Chemical have each agreed to provide a credit facility to Dow Corning of up to $150 million
($300 million in the aggregate), subject to the terms and conditions stated in the Joint Plan. The Joint Plan also provides for Dow Corning to
make full payment, through cash and the issuance of senior notes, to its commercial creditors. If and when Dow Corning emerges from
bankruptcy, Corning will likely begin to recognize equity earnings from Dow Corning. Corning does not expect to receive dividends from Dow
Corning in the foreseeable future.

PITTSBURGH CORNING CORPORATION

Corning and PPG Industries, Inc. each own 50% of the capital stock of Pittsburgh Corning Corporation (PCC). PCC and several other
defendants have been named in numerous lawsuits involving claims alleging personal injury from exposure to asbestos. As of the bankruptcy
filing on

                                                                        32




                                                                      2002.    EDGAR Online, Inc.
April16, 2000 PCC had in excess of 240,000 open claims. In the first quarter of 2000, after incurring adverse verdicts in five trials involving 19
claimants, PCC filed for Chapter 11 reorganization in the United States Bankruptcy Court for the Western District of Pennsylvania. At the time
of its Chapter 11 filing, PCC sought and obtained a temporary restraining order and filed a motion for a preliminary injunction against the
prosecution of asbestos actions against its two shareholders. The preliminary injunction has been extended by stipulation of the parties and by
court order to May 21, 2001 to enable the parties to negotiate a plan of reorganization for PCC. Upon expiration of the injunction on or after
May 21, 2001, PCC, PPG Industries and Corning will have 90 days to seek removal and transfer of stayed cases that have not been resolved
through a plan of reorganization. As a result of PCC's bankruptcy filing, Corning recorded an after-tax charge of $36.3 million in the first
quarter of 2000 to impair its entire investment in PCC and discontinued recognition of equity earnings. At the time PCC filed for bankruptcy
protection, there were approximately 12,400 claims pending against Corning alleging various theories of liability based on exposure to PCC's
asbestos products, all of which are stayed pursuant to the injunction of the bankruptcy court. Before PCC filed for bankruptcy protection,
Corning was dismissed from similar claims as cases against PCC proceeded to trial. The Chapter 11 filing may lead to additional claims against
Corning with related costs of defense, charges and expenses. Although the outcome of litigation and the bankruptcy case is uncertain,
management believes that the separate corporate status of PCC will continue to be upheld. Management is continuing to investigate Corning's
options for defending claims against it, which might include vigorously defending itself on all fronts or exploring a global settlement through
the bankruptcy process. The range of cost for these options (net of insurance) cannot be estimated at this time, although management believes
these matters will be resolved without a materially adverse impact on Corning's financial position.

ENVIRONMENT

Corning has been named by the Environmental Protection Agency under the Superfund Act, or by state governments under similar state laws, as
a potentially responsible party for 11 active hazardous waste sites. Under the Superfund Act, all parties who may have contributed any waste to
a hazardous waste site, identified by such Agency, are jointly and severally liable for the cost of cleanup unless the Agency agrees otherwise. It
is Corning's policy to accrue for its estimated liability related to Superfund sites and other environmental liabilities related to property owned
and operated by Corning based on expert analysis and continual monitoring by both internal and external consultants. Corning has accrued
approximately $17.1 million for its estimated liability for environmental cleanup and related litigation at December 31, 2000. Based upon the
information developed to date, management believes that the accrued reserve is a reasonable estimate of Corning's estimated liability and that
the risk of an additional loss in an amount materially higher than that accrued is remote.

EFFECTS OF INFLATION

Amounts reflected in the financial statements do not provide for the effect of inflation on operations or financial position. The expenses and
asset values, specifically those related to long-lived assets, reflect historical cost and do not necessarily represent replacement cost or charges to
operations based on replacement cost. Corning's operations provide funds which, along with other sources, are sufficient to replace fixed assets
as necessary. Net income would be lower than reported if the effects of inflation were reflected by charging operations for replacement costs.

MARKET RISK DISCLOSURES

Corning operates and conducts business in many foreign countries and as a result is exposed to movements in foreign currency exchange rates.
Corning's exposure to exchange rate effects includes:


       •
           Exchange rate movements on financial instruments and transactions denominated in foreign currencies which impact earnings.



                                                                         33




                                                                       2002.    EDGAR Online, Inc.
       •
            Exchange rate movements upon conversion of net assets in foreign subsidiaries for which the functional currency is not the U.S
           Dollar which impact Corning's net equity.



Corning's most significant foreign currency exposures relate to Japan, Korea and Western European countries. Corning selectively enters into
foreign exchange forward and option contracts with durations generally 12 months or less to hedge its exposure to exchange rate risk on foreign
source income and purchases. The hedges are scheduled to mature coincident with the timing of the underlying foreign currency commitments
and transactions. The objective of these contracts is to neutralize the impact of exchange rate movements on Corning's operating results.
Corning also enters into foreign exchange forward contracts when situations arise where its foreign subsidiaries or Corning Incorporated enter
into lending situations, generally on an intercompany basis, denominated in currencies other than their local currency. Corning does not hold or
issue any derivative contracts that hedge its foreign currency denominated net asset exposures. In addition, prior to July 2000 one of Corning's
subsidiaries entered into revenue sales contracts for certain of its revenues generated in foreign currencies. Such contracts were not subject to
foreign currency gains or losses. Corning does not hold or issue derivative financial instruments for trading purposes.

Equity in earnings of associated companies represented 36% of Corning's income from continuing operations in 2000. Excluding PCC,
foreign-based affiliates comprised 100% of this amount. Exchange rate fluctuations and actions taken by management of these entities to reduce
this risk can affect the earnings of these companies.

Corning uses a sensitivity analysis to assess the market risk associated with its foreign currency exchange risk. Market risk is defined as the
potential change in fair value of assets and liabilities resulting from an adverse movement in foreign currency exchange rates. At December 31,
2000, Corning and its consolidated subsidiaries had open forward contracts, open option contracts, foreign denominated debt and foreign cash
and cash equivalent holdings with values exposed to exchange rate movements, all of which were designated as hedges at December 31, 2000.
A 10% adverse movement in quoted foreign currency exchange rates could result in a loss in fair value of these instruments of $86 million.

The nature of Corning's foreign exchange rate risk exposures have not changed materially from December 31, 1999, however Corning's
acquisition activity has expanded its presence in international markets and thus increased the degree of its exposures overall.

NEW ACCOUNTING PRONOUNCEMENTS

In December 1999, the Securities and Exchange Commission staff released Staff Accounting Bulletin No. 101, "Revenue Recognition in
Financial Statements" (SAB 101), which provides guidance on the recognition, presentation and disclosure of revenue in financial statements.
In June 2000, the implementation of SAB 101 was delayed until the end of 2000. Corning was required to comply with SAB 101 in the fourth
quarter of 2000 (retroactive to January 1, 2000). Corning's revenue recognition policy was in compliance with this guidance and as a result,
SAB 101 had no effect on Corning's financial position or results of operations.

In June 1998, the Financial Accounting Standards Board issued Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities" (FAS 133), which establishes accounting and reporting standards for derivative instruments and hedging activities. FAS 133 requires
an entity to recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair
value. In June 2000, the FASB issued Statement No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities"
(FAS 138), an amendment of FAS 133. These amendments include allowing foreign-currency denominated assets and liabilities to qualify for
hedge accounting, permit the offsetting of certain inter-entity foreign currency exposures that reduce the need for third party derivatives,
redefines the nature of interest rate risk to avoid sources of

                                                                        34




                                                                     2002.    EDGAR Online, Inc.
ineffectiveness and excludes from applicability any contract that would otherwise meet the definition of a derivative but provide for the
purchase or sale of nonfinancial assets that will be delivered in quantities expected to be used or sold by the reporting entity over a reasonable
period in the normal course of business and/or which physical delivery is probable. Corning currently enters into derivatives in the form of
foreign currency hedge instruments to reduce its exposure to exchange rate risk on foreign source income and purchases. Corning will adopt
FAS 133 effective on January 1, 2001. At that time, Corning will record an unrealized gain of $2.3 million to other comprehensive income to
recognize at fair value all derivatives that are designated as cash flow hedging instruments at adoption. FAS 133 will have no effect on results
of operations at the date of adoption.

Item 8. Financial Statements

See Item 14 (a) 1.

Item 9. Disagreements on Accounting and Financial Disclosures

None.

                                                                        35




                                                                      2002.    EDGAR Online, Inc.
                                                                    PART III

Item 10. Directors and Executive Officers

The following table sets forth information with respect to the executive officers and directors of the Company:

Name                         Ag Position
                              e

Roger G. Ackerman (1)(5)      6   Chairman
                              2
John W. Loose (1)(5)          5   President and Chief Executive Officer
                              9
James B. Flaws (1)(5)         5   Executive Vice President and Chief Financial Officer
                              2
                    (5)
Norman E. Garrity (1) (6)     5   Vice Chairman
                              9
Peter F. Volanakis (1)(5)     4   President, Corning Technologies
                              5
Wendell P. Weeks (1)(5)       4   President, Corning Optical Communications
                              1
Katherine A. Asbeck           4   Senior Vice President and Controller
                              4
Charles W. Deneka (7)         5   Executive Vice President and Chief Technology Officer
                              6
Robert L. Ecklin              6   Executive Vice President, Optical Communications
                              2
William D. Eggers             5   Senior Vice President and General Counsel
                              6
Alan T. Eusden                4   Senior Vice President and General Manager, Optical Fiber
                              5
Gerald J. Fine                4   Executive Vice President, Photonic Technologies
                              3
Kirk P. Gregg                 4   Senior Vice President, Administration
                              1
Donald H. McConnell           5   Senior Vice President, Director—Science and Technology
                              7
A. John Peck, Jr.             6   Senior Vice President and Secretary
                              1
Mark S. Rogus                 4   Vice President and Treasurer
                              1
Pamela C. Schneider           4   Senior Vice President—Human Resources and
                              7   Diversity Officer
John Seely Brown (2)(3)       6   Director
                              0
John H. Foster                5   Director
                              8
Gordon Gund                   6   Director
                              1
John M. Hennessy              6   Director
                              4
James R. Houghton             6   Director
                              5
James J. O'Connor (2)         6   Director
                              4
Deborah D. Rieman             5   Director
                              1
Catherine A. Rein (3)         5   Director
                              8
H. Onno Ruding (3)            6   Director
                              1


                                                                    2002.     EDGAR Online, Inc.
William D. Smithburg (2)(3) 5 Director
                            8
Hansel E. Tookes II (4)     5 Director
                            3


(1)
      Member of Executive Committee

(2)
      Member of Compensation Committee

(3)
      Member of Audit Committee

(4)
      To be nominated at 2001 Annual Meeting

(5)
      Member of the Board of Directors

(6)
      Retired February 2001

(7)
      Retired January 2001



                                                 36




                                               2002.   EDGAR Online, Inc.
                                             Executive Officers and Directors of the Registrant

Roger G. Ackerman Chairman

Mr. Ackerman joined Corning in 1962. In 1972 he was appointed president of Corhart Refractories Co. He was elected senior vice president
and general manager of Corning Ceramics in 1975, a senior vice president in 1980, director of the Manufacturing and Engineering Division in
1981, and president and chief executive officer of MetPath Inc. (now Quest Diagnostics Incorporated) in 1983. In 1985, he was elected group
president and a director. In 1990 Mr. Ackerman was elected president and in 1996 was elected chief executive officer. Mr. Ackerman retired
from his chief executive officer position as of January 1, 2001. Mr. Ackerman is a director of The Pittson Company and The Massachusetts
Mutual Life Insurance Company. Mr. Ackerman has been a member of Corning's Board of Directors since 1985.

John W. Loose President and Chief Executive Officer

Mr. Loose joined Corning in 1964 and subsequently held a variety of sales and marketing positions in the Consumer Products Division. In 1986
he was appointed vice president and general manager for the Asia-Pacific area. In 1988 he was appointed vice president for Corning
International Corporation and president and chief executive officer of Corning Asahi Video Products Company and subsequently senior vice
president, International. In April 1990 he was elected executive vice president responsible for the Information Display Group. In 1993, Mr.
Loose became responsible for the consumer business and was elected president and chief executive officer of Corning Consumer Products
Company. In 1996 he was elected President, Corning Communications. He was elected president and chief operating officer in 1999. In 2000,
Mr. Loose was elected chief executive officer effective January 1, 2001. Mr. Loose is a director of Polaroid Corporation and has been a
member of Corning's Board of Directors since 1996.

James B. Flaws Executive Vice President and Chief Financial Officer

Mr. Flaws joined Corning in 1973 and has held a variety of positions within Corning's Consumer Products group and in 1991 was appointed
vice president and chief financial officer. Mr. Flaws was elected assistant treasurer of Corning Incorporated in 1993, vice president and
controller effective as of February 1, 1997 and vice president-finance and treasurer effective as of May 16, 1997. He was elected senior vice
president and chief financial officer in December, 1997. He was elected to his present position in 1999. Mr. Flaws has been a member of
Corning's Board of Directors since December 2000.

Norman E. Garrity Vice Chairman

Mr. Garrity joined Corning in 1966 and subsequently served in a variety of manufacturing and engineering management positions. In 1979 he
was appointed sales and marketing manager for Corning Electronics. In 1984 he was appointed general manager of the Electrical Products
Division and subsequently appointed vice president. He was elected senior vice president in 1987 and executive vice president in 1990,
responsible for the Specialty Materials Group and the manufacturing and engineering function. In 1996 he was elected President, Corning
Technologies. He was elected vice chairman in 1999. Mr. Garrity resigned as Vice Chairman on February7, 2001 and will retire in March of
2001.

Peter F. Volanakis President, Corning Technologies

Mr. Volanakis joined Corning in 1982 and subsequently held various marketing, development and commercial positions in several divisions. In
1991, he was appointed director of corporate marketing. In 1995, he was named executive vice president of Siecor Corporation. He was named
senior vice president of Advanced Display Products in October 1997. Effective January 1, 1999, he was appointed

                                                                       37




                                                                    2002.    EDGAR Online, Inc.
executive vice president of the Advanced Display and Science Products Divisions. In December 2000, he was elected president, Corning
Technologies effective January 1, 2001. Mr. Volanakis has been a member of Corning's Board of Directors since December 2000.

Wendell P. Weeks President, Corning Optical Communications

Mr. Weeks joined Corning in 1983 and has served in various accounting, business development, and business manager positions. In 1992, he
was named general manager and director of external development, Opto-Electronics Components Business, division vice president in July
1994, and deputy general manager in June 1995. He was appointed vice president and general manager of the Telecommunications Products
Division in March 1996 and senior vice president effective November 1, 1997. Effective January 1, 1999, he was appointed executive vice
president of Opto-Electronics. In December 2000, he was elected president of Corning Optical Communications effective January1, 2001. Mr.
Weeks has been a member of Corning's Board of Directors since December 2000.

Katherine A. Asbeck Senior Vice President and Controller

Ms. Asbeck joined Corning in 1991 as director of accounting. She was appointed assistant controller in 1993, designated chief accounting
officer in 1994 and elected vice president and controller effective as of May16, 1997. In December 2000, she was elected senior vice president
effective January1, 2001.

Charles W. Deneka Executive Vice President and Chief Technology Officer

Mr. Deneka joined Corning in 1972 and subsequently held manufacturing, engineering and development positions in several divisions. In 1990,
he was named vice president and director of Development responsible for new product development activities. In January 1995, he was
appointed senior vice president and chief technical officer. He was elected to his present position in 1999. Mr.Deneka retired in January 2001.

Robert L. Ecklin Executive Vice President, Optical Communications

Mr. Ecklin joined Corning in 1961 and served in a variety of U.S. and international manufacturing and engineering managerial positions. For
Corning Engineering he served as its vice president in 1982 and was appointed its president in 1983. In 1986 he became vice president of
Business Development. Mr. Ecklin was appointed general manager of the Industrial Products Division in 1989 and senior vice president in
1990. Effective January 1, 1999, he was appointed executive vice president of the Environmental Products Division. Effective January 1, 2001,
he was named Executive Vice President Optical Communications.

William D. Eggers Senior Vice President and General Counsel

Mr. Eggers joined Corning in 1997 as vice president and deputy general counsel. He was elected senior vice president and general counsel in
February of 1998. Mr. Eggers was a Partner with the Rochester firm of Nixon, Hargrave, Devans & Doyle, LLP, before joining Corning, and
was outside litigation counsel for Corning in a number of commercial matters.

Alan T. Eusden Senior Vice President and General Manager, Optical Fiber

Mr. Eusden joined Corning in 1983 and has held a variety of manufacturing and financial management positions within the
Telecommunications Products and Specialty Materials Divisions. In 1994, he was appointed general manager of Corning GmbH. He was
appointed division vice president and deputy general manager of the Telecommunications Products Division in April 1998 and was appointed
division vice president and general manager-TPD in September 1998. He was elected vice

                                                                      38




                                                                   2002.    EDGAR Online, Inc.
president and general manager-Optical Fiber in January 1999, and appointed to his current position in December 2000 effective January 1,
2001.

Gerald J. Fine Executive Vice President, Photonic Technologies

Dr. Fine joined Corning in 1985 as a research scientist in the Research and Development Division and served as manager, Consumer Products
Development for the division from 1990-1992. He held management positions for Corning Asahi Video Products and was named deputy
general manager-Advanced Display Products in 1995. He was named vice president and general manager-Photonic Technologies Division in
October 1997. In December 2000, Dr. Fine was appointed executive vice president-Photonic Technologies effective January 1, 2001.

Kirk P. Gregg Senior Vice President, Administration

Mr. Gregg joined Corning in 1993 as director of Executive Compensation, was named vice president of Executive Resources and Employee
Benefits in December 1994. He was named to his current position in December 1997. Prior to joining Corning, Mr. Gregg was with General
Dynamics Corporation as corporate director, Key Management Programs, and was responsible for executive compensation and benefits,
executive development and recruiting.

Donald H. McConnell Senior Vice President, Director-Science and Technology

Mr. McConnell joined Corning in 1966 and has held a variety of manufacturing and engineering management positions. He became division
vice president-Corning Asahi Video Products in 1989 and was appointed division vice president-Product and Process Development, Science
and Technology, in January 1995. Mr. McConnell was appointed vice president-Science & Technology in April 1997 and was named vice
president-Science & Technology and technology delivery officer-Corning Optical Communications in March 1999. Effective January 2001,
Mr. McConnell was elected Senior Vice President, Director-Science and Technology.

A. John Peck, Jr. Senior Vice President and Secretary

Mr. Peck joined Corning in 1972. He has served as assistant counsel and as associate counsel in the Legal Department. He was appointed
assistant secretary in 1981, elected secretary in 1988, elected vice president in 1998 and elected senior vice president in December 2000
effective January 1, 2001.

Mark S. Rogus Vice President and Treasurer

Mr. Rogus joined Corning in 1996 as manager-corporate finance. In 1999 Mr. Rogus was appointed assistant treasurer. He was appointed to his
current position in December 2000.

Pamela C. Schneider Senior Vice President-Human Resources and Diversity Officer

Ms. Schneider joined Corning in 1986 and has held a variety of financial management positions. In 1991 she was named chief financial officer
of Corning Asahi Video Products. In January 1993, she was appointed vice president and chief financial officer for Corning Consumer Products
Company and named vice president for Finance & Administration in 1995. She was named vice president-Human Resources and Diversity
Officer in December 1997 and was appointed to her present position in December 1999.

John Seely Brown Director

Dr. Brown has been a member of Corning's Board of Directors since 1996. Dr. Brown has served Xerox Corporation since 1978 in various
scientific research positions, in 1986 being elected vice

                                                                      39




                                                                    2002.   EDGAR Online, Inc.
president in charge of advanced research and being director of the Palo Alto Research Center from 1990 to 2000. Dr. Brown was named chief
scientist of Xerox in 1992, and currently divides his time as chief scientist of Xerox and chief innovation officer of 12 Entreprenuring. Dr.
Brown is a director of Polycom, Inc. and Varian Medical Inc.

John H. Foster Director

Mr. Foster has been a member of Corning's Board of Directors since 1994. Mr. Foster is founder and managing partner of Foster Management
Company. He is the former chairman and chief executive officer of NovaCare, Inc. and executive vice president, member of the executive
committee and a director of Avon, Inc. He is a trustee of the Hospital for Special Surgery and the Woodrow Wilson International Center for
Scholars, a member of the Dean's Council of the Harvard School of Public Health and the Amos Tuck School Board of Overseers.

Gordon Gund Director

Mr. Gund has been a member of Corning's Board of Directors since 1990. Mr. Gund is, and since his election as a director of the Corporation
has been, the principal owner of the Cleveland Cavaliers National Basketball Association team and a member of the Board of Governors of the
National Basketball Association. He is a director of the Kellogg Company.

John M. Hennessy Director

Mr. Hennessy has been a member of Corning's Board of Directors since 1989. Mr. Hennessy became managing director of First Boston
Corporation in 1974 after serving the public in various financial positions. In 1989 he was elected chairman of the executive board and group
chief executive officer of CS First Boston Inc. He retired from the latter position on December 31, 1996. Since his retirement Mr. Hennessy
served as chairman of Credit Suisse Private Equity Company until recently when he became executive advisor to Credit Suisse First Boston,
Advisory Partners, LLC. Mr. Hennessy is a director of Credit Suisse Group, Zurich.

James R. Houghton Director

Mr. Houghton has been a member of Corning's Board of Directors since 1969. Mr. Houghton joined Corning in 1962. He was elected a vice
president of Corning and general manager of the Consumer Products Division in 1968, vice chairman in 1971, chairman of the executive
committee and chief strategic officer in 1980 and chairman and chief executive officer in April 1983, retiring in April 1996. Mr. Houghton is a
director of Metropolitan Life Insurance Company and Exxon Mobil Corporation. He is a trustee of The Metropolitan Museum of Art, The
Pierpont Morgan Library and The Corning Museum of Glass and a member of The Harvard Corporation.

James J. O'Connor Director

Mr. O'Connor has been a member of Corning's Board of Directors since 1984. Mr. O'Connor joined Commonwealth Edison Company in 1963.
He became president in 1977, a director in 1978 and chairman and chief executive officer in 1980. In 1994 he was also named chairman and
chief executive officer of Unicom Corporation, which then became the parent company of Commonwealth Edison, retiring in 1998. Mr.
O'Connor is a director of Tribune Company, Smurfit-Stone Container Corporation and United Airlines.

Deborah D. Rieman Director

Dr. Rieman has been a member of Corning's Board of Directors since 1999. Dr. Rieman has more than twenty years of experience in the
software industry. She is currently entrepreneur in residence at

                                                                      40




                                                                    2002.   EDGAR Online, Inc.
U.S. Venture Partners. From 1995 to 1999, she served as president and chief executive officer of Check Point Software Technologies
Incorporated. Dr. Rieman is a director of Altera Corporation and Alchemedia Corporation.

Catherine A. Rein Director

Ms. Rein has been a member of Corning's Board of Directors since 1990. Ms. Rein joined Metropolitan Life Insurance Company in 1985, being
named executive vice president in charge of corporate services in 1989 and senior executive vice president in charge of the business services
group in 1998. She was elected to her present position in 1999. Ms. Rein is a director of the Bank of New York, Inc., New England Financial
Services, Inc., GPU, Inc., National Association of Independent Insurers and American Horizon and trustee of the New York University Law
Center Foundation.

H. Onno Ruding Director

Dr. Ruding has been a member of Corning's Board of Directors since 1995. Dr. Ruding has served private firms and the public (serving as
Minister of Finance of The Netherlands from 1982-1989) in various financial positions, serving as a director of Citicorp and Citibank, N.A.
from 1990 and 1998, respectively, to the present and vice chairman of Citibank, N.A. from 1992 to the present. Dr. Ruding is a director of
Citicorp and Citibank, N.A., Compass Ltd. and Pechiney and RTL Group, an advisory director of Unilever N.V. and Unilever PLC, a member
of the advisory committee of Robeco, The Federation of Korean Industries and the Federal Reserve Bank of New York, a trustee of Mount
Sinai School of Medicine and Mount Sinai NYU Health and a member of the Committee for European Monetary Union and the Trilateral
Commission.

William D. Smithburg Director

Mr. Smithburg has been a member of Corning's Board of Directors since 1987. Mr. Smithburg joined Quaker Oats in 1966, being elected
president in 1979, chief executive officer in 1981 and Chairman in 1983. He also served as president from November 1990 to January 1993 and
from November 1995 to November 1997 when he retired. Mr. Smithburg is a director of Abbott Laboratories and Northern Trust Corporation.

Hansel E. Tookes II Director nominee

Mr. Tookes will be nominated as a director at the annual meeting of shareholders on June 21, 2001. In 1999 Mr. Tookes joined Raytheon
Company as president and chief operating officer of Raytheon Aircraft Company. He became chief executive officer and chairman of Raytheon
Aircraft Company and executive vice president of Raytheon Company in 2000. From 1996 to 1999, he served as president of Pratt & Whitney's
Large Military Engines Group. From 1980 to 1996 he held a variety of positions at United Technologies Corp. including executive vice
president of aircraft products.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires Corning's directors and certain of its officers to file reports of their ownership of
Corning Common Stock and of changes in such ownership with the Securities and Exchange Commission and the New York Stock Exchange.
Regulations also require Corning to identify in this proxy statement any person subject to this requirement who failed to file any such report on
a timely basis.

To Corning's knowledge, based solely on its review of the copies of such reports furnished to Corning and written representations that no other
reports were required, during the fiscal year ended December 31, 2000, all Section 16(a) filing requirements applicable to its officers, directors
and greater than ten-percent beneficial owners were met.

                                                                        41




                                                                      2002.    EDGAR Online, Inc.
Item 11. Management Remuneration and Transactions

Report of the Compensation Committee of the Board of Directors on Executive Compensation

The Compensation Committee of the Board of Directors, composed entirely of non-employee directors, provides oversight for executive
compensation at Corning. The Compensation Committee reviews and recommends executive compensation levels, cash and equity incentives
for executive officers and reports such recommendations to the Board for its consideration and action. The following is the Committee's report.

Compensation Philosophy

The Committee believes that executive compensation should be based on objective measures of performance at the individual, corporate and
applicable business unit level, should be driven primarily by the long term interests of the shareholders and should be directly linked to
corporate performance.

The Committee further believes that competitive compensation offerings (within the many businesses that Corning operates) is a critical
element of Corning's success in attracting, developing and retaining its key executive, managerial and technical talent.

As the markets in which Corning operates and recruits talent have changed dramatically over the last several years, so has Corning's approach to
the compensation and retention of talent. Corning is committed to providing meaningful incentives and resultant rewards to employees at all
levels who are successful in delivering the long-term growth and results required to achieve business goals and deliver sustained superior
returns in shareholder value. Corning's compensation programs, along with other strong succession planning and human resource planning
processes, have been modified to ensure that Corning does not lose key members of its high performance management team.

Compensation Strategy

The Committee's basic strategic compensation principles are as follows:


       •
            Reward Performance : Executive compensation will reward performance and contribution to shareholder value and be competitive
           with positions of similar responsibility at other companies of comparable complexity and size, or which compete with Corning.

       •
            Variable Pay: As employees assume greater responsibilities and have greater opportunity to increase shareholder value, a greater
           share of their total compensation package will be derived from variable incentive compensation (both of a long and short-term nature)
           generated by achievement of objectives producing long-term growth in corporate performance.

       •
            Alignment with Shareholder Interest: Stock option grants will be used to align the long-term interests of employees with those of
           shareholders.

       •
             Ownership: Stock ownership fosters commitment to long-term shareholder value. Employees are encouraged to become shareholders
           through the design of Corning's financial-based employee benefit programs, long-term equity plans and in communications which
           stress the commitment to long-term value.



The executive compensation program consists of three elements: base salary; annual cash incentives; and long-term incentives, including
restricted stock and stock options. The Committee tests annually each element of the compensation program against market surveys provided by
several independent compensation consultants. These surveys currently include companies engaged in a variety of manufacturing and service
businesses that are competitive with various Corning businesses.

                                                                        42




                                                                      2002.   EDGAR Online, Inc.
The Year in Review

2000 was a year of substantial change, fast-paced innovation and record success for Corning. Corning's focus on profitable growth, rooted in
technology, its customers, its processes and its people, proved to be a winning combination in 2000. All of the compensation programs reflect
this strong performance in 2000. Guided by its long-term growth strategy, Corning continued to invest for the future through both internal
development and acquisitions.

The Committee believes that executive talent is a key factor in Corning's success and has enabled Corning to differentiate itself in its major
markets. The rapid deployment of new technologies and Corning's growth prospects in many of its major markets led to a thorough
reassessment of all compensation programs in 2000. During 2000, Corning developed innovative compensation programs that stress
understandable systems sufficiently flexible to meet ever-changing business needs.

Recognizing the competitiveness of the marketplace for key talent, Corning sought and obtained shareholder approval in November 2000 for a
new equity participation program. The new program will enable Corning to grant equity incentives (primarily stock options) to more of its
high-performing employees each year and to more closely align the interests of its employees with its shareholders at all levels of the
organization.

As reflected in the Summary Compensation Table, the Committee balanced the need for both annual and longer term incentives for key
management talent, at both the corporate and business levels. In light of the competitive market for key talent, the Committee initiated programs
designed to retain individuals recruited by outside firms to ensure a solid continuity of its management team and to attract key employees.

Compensation Program

The annual compensation of the named executives shown in the "Salary" and "Bonus" columns of the Summary Compensation Table, and the
Committee's recommendations to adjust salary levels and bonus targets, is based on an individual's responsibilities, overall corporate
performance, external comparative compensation information and performance against established financial goals, such as return on equity, net
income and earnings per share.

Annual variable incentives are paid in cash through the Variable Compensation Plan through which the Committee sets minimum, target and
maximum awards based on position level. Awards are earned based on achievement of annual predetermined net earnings goals set by the
Committee. In 2000, actual performance was extremely strong and significantly exceeded the financial goals established by the Committee.

In 2000, the Committee modified the long-term performance plan by removing the multi-year cash targets previously awarded under the
program. Awards of long-term incentives made in December 2000 for the 2001 year consisted only of stock option grants. The Committee
believes this modification is consistent with the compensation practices in place at companies which compete with Corning for management
talent, is consistent with the direction that Corning has been taking over the past several years and more closely aligns the interests of executives
and shareholders.

Special grants of restricted stock and/or stock options were also made to certain named executive officers at various times during 2000 for
purposes of retention and reward for outstanding performance. In arriving at its grant recommendations, the Committee reviewed the executive's
level and impact on Corning's performance, previously outstanding awards (both vested and unvested), and the aggressive demand in the market
for key executive talent. The number of stock option grants and restricted stock awards made to the Chief Executive Officer and the named
executives in 2000 are set forth in the Summary Compensation Table.

                                                                         43




                                                                      2002.    EDGAR Online, Inc.
The pension and welfare benefits provided to executives are substantially similar to those provided to all salaried employees. Employees whose
pensionable earnings exceed federal limits, and who participate in the underlying qualified plans, are eligible to participate in non-qualified
supplemental pension and supplemental investment plans.

Compensation Deductibility

As a matter of practice, the Committee intends to set performance-based goals annually under the Variable Compensation Plan and the
long-term incentive plan (known as the Corporate Performance Plan) and to deduct compensation paid under these Plans to the extent
consistent with the provisions of Section 162(m) of the Internal Revenue Code of 1986, as amended. However, if complying with Section
162(m) conflicts with what the Committee believes to be in the best interests of Corning and its shareholders, the Committee may conclude that
paying non-deductible compensation is consistent with the compensation philosophy.

CEO Compensation Actions—2000

2000 was a year of extraordinary financial performance, and followed the success of 1999. All of the executive compensation programs reflect
improved performance over 1999.

Base Salary: Effective January 1, 2000, the Committee increased Mr. Ackerman's base salary for 2000 by approximately 4.3% from $815,000
per annum to $850,000 per annum and increased his annual cash incentive target for 2000 from 85% to 90% of base salary. The Committee
assessed Mr. Ackerman's individual performance as highly effective in the overall achievement of a second consecutive year of record earnings
and growth. The Committee believes that Mr. Ackerman has contributed to Corning's continuing financial success as measured by earnings per
share.

Annual Incentives: Mr. Ackerman's bonus for 2000 was composed of two parts: First, Mr. Ackerman received 180% of his 2000 base salary
under the Variable Compensation Plan. This award was based on Corning's achieving net profit after tax equivalent to 200% of the target
opportunity the Committee established in February 2000. Second, Mr. Ackerman received 8.03% (2000 minimum = 0%; maximum = 10%) of
his base salary under Corning's GoalSharing Plan, a variable compensation plan available to almost all employees.

Long-Term Incentives: In recognition of Corning's outstanding performance in 1999 and 2000, the Committee awarded Mr. Ackerman 60,000
shares of restricted stock in June 2000. In addition, in December 2000, the Committee granted Mr. Ackerman stock options covering 100,000
shares of Corning Common Stock. Mr. Ackerman announced his intention to retire in mid-2001 and stepped down as Chief Executive Officer
on January 1, 2001, while retaining his role as the Chairman of the Board.

Other Significant Actions—2000

The year 2000 also reflects a year of transition with the announced retirements of Messrs. Ackerman, Deneka and Garrity in 2001 and the
election on December 6, 2000 of three senior executives to the Board of Directors—James B. Flaws, Executive Vice President & Chief
Financial Officer; Peter F. Volanakis, President—Corning Technologies; and Wendell P. Weeks, President—Corning Optical Communications.
Mr. Loose was named Chief Executive Officer as of January 1, 2001.

The significant increase in the number of stock options granted by the Committee to employees in 2000 reflects the significant increase in the
number of eligible employees during the course of 2000 as a result of significant acquisition and new hire activity, the changed executive
organizational structure as well as the impact of the 3-for-1 stock split effected in October 2000.

                                                                       44




                                                                    2002.    EDGAR Online, Inc.
Conclusion

2000 was a year of significant growth and change for Corning. The Committee believes that the quality of executive leadership significantly
affects long term performance and that it is in the best interest of the shareholders to compensate fairly executive leadership for achievements
that meet or exceed the high standards set by the Committee, so long as there is corresponding risk when performance falls short of such
standards.

One of the Committee's primary goals is to relate compensation to corporate performance. Based on Corning's performance in 2000, the
Committee believes that Corning' current executive compensation program meets such standards and has contributed, and will continue to
contribute, to Corning's success and to the long-term success of its shareholders.

The Compensation Committee:

James J. O'Connor, Chairman
John Seely Brown
William D. Smithburg

Performance Graph

The following graph illustrates the cumulative total shareholder return over the last five years of Corning's Common Stock, the S&P 500 and
the S&P Communications Equipment Companies (in which Corning is currently included) and the S&P Diversified Manufacturing Companies
(in which Corning was previously included). Corning changed its line of business index in fiscal 2001 to more accurately reflect the change in
Corning's business focus. The graph includes the capital weighted performance results of those companies both in the diversified manufacturing
companies classification and in the communications equipment companies classification that are also included in the S&P 500. Prior to 1997
Corning compared its shareholder return to the S&P Miscellaneous Industrial Companies classification. This classification is no longer
published.

                                       Comparison of Five-Year Cumulative Total Return
                                Among Corning Incorporated, S&P 500, S&P Communications Equipment, and
                                               S&P Manufacturing (Diversified) Companies
                                                   (Fiscal Years Ending December 31)



                                                                        45




                                                                     2002.    EDGAR Online, Inc.
Executive Compensation

The following tables and charts show for the last three years the compensation paid by Corning to its chief executive officer and the four other
most highly compensated executive officers whose aggregate salary and bonus exceeded $100,000.

                                                                                 Summary Compensation Table

                                                                                                                                           Long-Term Compensation

                                                Annual Compensation                                                                         Awards                            Payouts

                 Name and                       Year        Salary              Bonus                Other                       Restricted              Securities          Incentive         All
             Principal Position                                                                     Annual                         Stock                 Underlying            Plan           Other
                                                                                                 Compensation(1)                 Awards(2)               Options(3)           Payouts     Compensation(4)
Roger G. Ackerman                              2000    $      850,000     $       1,598,255    $          106,467 $                    4,326,600             147,997       $          0 $          142,340
Chairman of the Board                                                             1,455,101                 81,839                            —              339,678                  0             72,995
and Chief Executive Officer                    1999           815,000               367,107                 72,234                       582,188             621,000                  0            120,551
                                                              780,000
                                               1998
John W. Loose                                  2000           650,000             1,027,195                    106,067                 5,463,000            2,224,002                   0                  91,044
President, Corning Communications                                                   824,397                     36,086                 2,865,000              199,998                   0                  47,195
                                               1999           555,000               209,297                     63,783                   465,750              381,000                   0                  70,179
                                                              530,000
                                               1998
Norman E. Garrity                              2000           620,000               979,786                    105,939                        —                90,732                   0                  86,452
President, Corning Technologies                                                     824,397                     98,859                 1,910,000              168,000                   0                  41,295
                                               1999           555,000               209,297                     68,674                   329,913              381,000                   0                  67,848
                                                              530,000
                                               1998
Wendell P. Weeks                               2000           400,000               512,120                      45,000               14,150,000            2,702,015                   0                  30,052
Executive Vice President, Opto-Electronics                                          417,755                      31,752                   58,176              126,150                   0                  15,257
                                               1999           325,000                90,162                      23,212                       —               192,000                   0                   5,880
                                                              300,000
                                               1998
Charles W. Deneka                              2000           350,000               448,105                      51,297                       —                42,462                   0                  46,952
Senior Vice President, Science &                                                    417,755                      38,732                       —                77,922                   0                  25,963
Technology                                     1999           325,000                95,462                      15,941                  621,673              177,000                   0                  31,963
                                                              280,000
                                               1998



(1)
      Includes tax gross-up payments.

(2)
     At year end 2000, Messrs. Ackerman, Deneka, Garrity, Loose and Weeks held an aggregate of 634,992; 174,111; 383,430; 513,433 and 427,811 shares of restricted stock, respectively, having an
aggregate value on December 31, 2000 of $33,533,928; $9,194,802; $20,248,938; $27,114,397 and $22,592,699, respectively. Certain of such shares are subject to restrictions on transfer until the executive
officer retires at or after age 55 and are subject to forfeiture prior to age 55 in whole if such officer voluntarily terminates employment with Corning and in part if such officer's employment is terminated by
Corning. Dividends are paid to such individualson all shares of restricted Common Stock held by them.

(3)
      Includes Additional Options which are described in the table captioned "Option/SAR Grants in Last Fiscal Year" on page 43.

(4)
    Represents amounts contributed by Corning to the Investment Plan, the Management Deferral Plan and a non-qualified investment plan maintained by Corning to provide employees the benefits which
would have been available pursuant to the terms of Corning's Investment Plan but for limitations on contributions to tax-qualified plans imposed pursuant to the Employee Retirement Income Security Act.




Arrangements with Named Executive Officers

Employment Agreements with Named Executive Officers

Corning entered into an employment agreement with Mr. Weeks effective December 6, 2000. The employment agreement expires in December
2003. During the term of the employment agreement, Mr. Weeks will receive a minimum annual base salary of $575,000. Additionally, Mr.
Weeks will be eligible to (1) receive annually a bonus of up to 80% of his annual base salary, and (2) participate in the Employee Equity
Participation Program and similar plans maintained by the Company for the benefit of its executives.

                                                                                                       46




                                                                                                    2002.       EDGAR Online, Inc.
Severance Arrangements

Under an existing severance policy Corning will provide to all salaried employees in certain events compensation in amounts ranging between
eight weeks (for employees with at least one year of service) and fifty-two weeks (for employees with twenty or more years of service). In
addition, Corning will provide to certain of its officers and senior employees, including the named executive officers, in certain events up to
three years of cash compensation in light of the length of time anticipated in securing comparable employment. These events include a
constructive termination of employment as a result of a substantial change in the employee's responsibilities, compensation levels, relocation
and similar matters following a change in Corning's ownership and management.

                                                                       47




                                                                    2002.    EDGAR Online, Inc.
                                                                      Option/SAR Grants in Last Fiscal Year (1)

                                                                               Individual Grants                                                        Potential Realizable Value
                                                                                                                                                    At Assumed Annual Rates of Stock
                                                                                                                                                  Price Appreciation for Option Term(3)

Name                                                Number of            % of Total         Exercise             Expiration     Gain at                 Gain at                           Gain at
                                                     Securities                              Price                 Date                                  5%                                10%
                                                    Underlying            Options                                                 0%
                                                      Options            Granted to
                                                    Granted (2)
                                                                        Employees
                                                                             in
                                                                        Fiscal Year
Roger G. Ackerman                                       100,000 (4)           0.25%     $          70.75           12/5/2010 $         0      $                4,449,429        $               11,275,728
Additional Options:                                        7,152              0.02%                66.13           12/6/2004           0                          130,671                           288,748
                                                         18,201               0.05%                66.13           12/5/2005           0                          409,350                           928,676
                                                         19,944               0.05%                78.49           12/5/2005           0                          532,387                        1,207,805
                                                           2,700              0.01%                74.09           12/5/2005           0                          68,034                            154,345
John W. Loose                                         1,200,000 (4)           3.01%     $          72.11            6/5/2010 $         0      $               54,419,510        $             137,909,723
                                                        400,000 (4)           1.00%                70.75           12/5/2010           0                      17,797,718                        45,102,912
                                                        600,000 (4)           1.51%                54.63          12/21/2010           0                      20,613,908                        52,239,690
Additional Options:                                        5,061              0.01%                98.82           12/6/2004           0                          138,176                           305,333
                                                           3,972              0.01%                98.82           12/5/2005           0                          133,492                           302,848
                                                         11,961               0.03%              109.08            12/5/2005           0                          443,725                        1,006,660
                                                           3,008              0.01%                66.53           12/5/2005           0                          55,290                            122,177
Norman E. Garrity
Additional Options:                                        8,238              0.02%     $          60.71           12/6/2004 $         0      $                   138,176       $                   305,334
                                                         21,489               0.05%                60.71           12/5/2005           0                          443,688                        1,006,576
                                                         19,899               0.05%                79.88           12/5/2005           0                          540,593                        1,226,421
                                                           1,080              0.00%                92.81           12/6/2004           0                          27,693                            61,194
                                                           2,157              0.01%                92.81           12/5/2005           0                          68,084                            154,460
                                                         12,180               0.03%                92.81            2/4/2007           0                          539,728                        1,292,742
                                                         25,689               0.06%                69.56           10/5/2008           0                          985,183                        2,426,553
Wendell P. Weeks                                        600,000 (4)           1.51%     $          61.91           4/26/2010 $         0      $               23,360,920        $               59,201,157
                                                      1,700,000 (4)           4.26%                70.75           12/5/2010           0                      75,640,301                      191,687,374
                                                        400,000 (4)           1.00%                70.75           12/5/2010           0                      17,797,718                        45,102,912
Additional Options:                                          576              0.00%                69.56           1/31/2005           0                          11,571                            25,703
                                                           1,439              0.00%                69.56           12/5/2005           0                          27,655                            61,110
Charles W. Deneka                                          9,936              0.02%     $          60.71           12/5/2005 $         0      $                   205,151       $                   465,417
Additional Options:                                      13,671               0.03%                60.71           10/5/2008           0                          457,584                        1,127,051
                                                           1,650              0.00%                60.71           12/6/2004           0                          27,676                            61,156
                                                         15,069               0.04%                60.71            2/4/2007           0                          372,431                           154,390
                                                           2,136              0.01%                93.68           12/5/2005           0                          68,053                            867,923
All Shareholders as a group                                 N/A                 N/A                 N/A                  N/A $         0      $           38,228,432,619        $           96,878,353,947
All Optionees as a group                             39,865,204 (5)           100%                 65.69 (6)            2010 $         0      $            1,646,918,898        $            4,173,615,841
Optionee Gain As % Of All Shareholders Gain                                                                                                                        4.31%                             4.31%




(1)
      No SARs were granted.

(2)
    The stock option agreements also provide that an additional option ("Additional Option") may be granted if the optionee uses shares of Corning's Common Stock to pay the purchase price of an option.
The Additional Option will cover the




                                                                                                    48




                                                                                                2002.          EDGAR Online, Inc.
           number of shares tendered in payment of the option price, will be granted at the then fair market value of Corning's Common Stock, will become exercisable only after the lapse of twelve months
             and will expire on the expiration date of the original option.



(3)
     The dollar amounts set forth under these columns are the result of calculations at 0% and at the 5% and 10% rates established by the Securities and Exchange Commission and therefore are not intended
to forecast future appreciation of Corning's stock price.

(4)
     The stock option agreements provide that one third of the options will become exercisable on December 6, 2001, an additional one third will become exercisable on December 6, 2002 and the remaining
one third will become exercisable on December 6, 2003.

(5)
      Includes Additional Options covering 759,727 shares.

(6)
      The exercise price is a weighted average of option prices relating to grants of options, including Additional Options, made on various occasions in 2000.




                             Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End Option/SAR Values (1)

                                                                                     Number of Securities
                                                                                    Underlying Unexercised
                                                                                   Options at Fiscal Year End

                                                                                                                                                   Value of Unexercised
                                                                                                                                          In-the-Money Options At Fiscal Year End

                              Shares
                             Acquired
                            on Exercise
Name                                                  Value                 Exercisable                Unexercisable                Exercisable                           Unexercisable
                                                     Realized

Roger G.                     397,998 $                 25,284,709             741,288                       779,497 $                     32,153,425              $              20,219,595
Ackerman
Norman E.                    848,850                   54,776,908                       0                   449,232                                     0                        11,798,055
Garrity
John W. Loose                391,569                   31,658,944             418,341                     2,609,502                       17,972,234                             12,364,515
Charles W.                   298,725                   16,099,135                   0                       202,962                                0                              5,354,115
Deneka
Wendell P.                   145,209                   11,510,859             106,641                     2,915,015                        4,428,284                               6,623,940
Weeks


(1)
      There are no SARs outstanding.



Pension Plan

Corning has a defined benefit Pension Plan under which it pays benefits based upon career earnings (regular salary and cash awards such as
those paid under its Variable Compensation Plans) and years of credited service. Employees are required to contribute 2% of compensation in
excess of the social security wage base up to the compensation limits imposed by the Internal Revenue Code. Salaried employees may
contribute 2% of earnings up to the Social Security Wage Base to increase pension benefits.

Corning amended its pension plan effective July 1, 2000, to include a cash balance component. All salaried and non-union hourly employees
were given the choice of continuing to accrue future benefits under the career earnings formula or, if the cash balance plan was elected, the cash
balance formula. All salaried and non-union hourly employees hired after July 1, 2000 automatically participate in the cash balance plan.

The cash balance plan is expressed in the form of a hypothetical account balance. Each month a participant's cash balance account is increased
by (a) pay credits based on the participant's eligible pay for that month and (b) interest credits based on the participant's account balance as of
the end of the prior month. Pay credits accrue annually at a rate between 3% and 8%. Pension benefits under this plan may be distributed as a
lump sum or as an annuity.


                                                                                                    2002.       EDGAR Online, Inc.
Corning reviews and adjusts the benefit formula periodically for inflationary and other factors. Corning's contributions to the Plan are
determined by the Plan's actuaries and are not determined on an individual basis. The amount of benefits payable under the Plan and
attributable to Corning's

                                                                        49




                                                                     2002.    EDGAR Online, Inc.
contributions is subject to the provisions of the Employee Retirement Income Security Act and the Internal Revenue Code.

Corning maintains non-qualified supplemental pension plans pursuant to which it will pay amounts approximately equal to the difference
between the benefits provided under the Pension Plan and benefits which would have been paid thereunder but for the limitations of the
Employee Retirement Income Security Act and the Internal Revenue Code. Certain employees, including the named executive officers,
participate in the Executive Supplemental Pension Plan which pays benefits based upon final average compensation (the highest five
consecutive calendar years in the ten calendar years immediately preceding retirement) and years of credited service. Certain of the benefits
payable under the Executive Supplemental Pension Plan are presently funded and vested on an individual basis.

The table below sets forth the estimated annual amounts payable under the Pension Plan and the Executive Supplemental Pension Plan
assuming retirement during 2001 of participants who have met eligibility requirement for unreduced benefits. These amounts are based upon
the straight life annuity option and are not subject to reduction for Social Security benefits or other payments or offsets. Additional benefits may
be payable to persons who contribute voluntarily to the Pension Plan. The Plans' normal retirement age is 65 with 5 years of credited service.

                                                                 Years of Service

Final Average Pay                15          20            25             30               35               40


$                   500,000 $   109,800 $   146,400 $ 183,000 $           219,600 $        256,200 $        293,700

                  600,000       132,300     176,400     220,500           264,600          308,700          353,700
                  700,000       154,800     206,400     258,000           309,600          361,200          413,700
                  800,000       177,300     236,400     295,500           354,600          413,700          473,700
                  900,000       199,800     266,400     333,000           399,600          466,200          533,700
                1,000,000       222,300     296,400     370,500           444,600          518,700          593,700
                1,100,000       244,800     326,400     408,000           489,600          571,200          653,700
                1,200,000       267,300     356,400     445,500           534,600          623,700          713,700
                1,300,000       289,800     386,400     483,000           579,600          676,200          773,700
                1,400,000       312,300     416,400     520,500           624,600          728,700          833,700
                1,500,000       334,800     446,400     558,000           669,600          781,200          893,700
                1,600,000       357,300     476,400     595,500           714,600          833,700          953,700
                1,700,000       379,800     506,400     633,000           759,600          886,200        1,013,700
                1,800,000       402,300     536,400     670,500           804,600          938,700        1,073,700
                1,900,000       424,800     566,400     708,000           849,600          991,200        1,133,700
                2,000,000       447,300     596,400     745,500           894,600        1,043,700        1,193,700
                2,100,000       469,800     626,400     783,000           939,600        1,096,200        1,253,700
                2,200,000       492,300     656,400     820,500           984,600        1,148,700        1,313,700
                2,300,000       514,800     686,400     858,000         1,029,600        1,201,200        1,373,700
                2,400,000       537,300     716,400     895,500         1,074,600        1,253,700        1,433,700
                2,500,000       559,800     746,400     933,000         1,119,600        1,306,200        1,493,700


The compensation covered by the Pension Plan and the Executive Supplemental Pension Plan for the named executive officers is the salary and
bonus set forth in the Summary Compensation Table. The bonus is included as compensation in the calendar year paid. Messrs. Ackerman,
Deneka, Garrity, Loose and Weeks have 38, 28, 34, 36 and 17 years of credited service, respectively.

                                                                        50




                                                                      2002.    EDGAR Online, Inc.
Matters Relating to Directors

Compensation

During 2000, Corning paid to non-employee directors an annual retainer of $30,000 and $1,200 for each meeting attended. In lieu of meeting
fees, chairmen of committees received an additional retainer ranging from $5,000 to $8,000, depending upon the committee chaired. In
addition, during 2000, Mr. Brown attended two meetings of an ad hoc committee of non-employees who reviewed developments and offered
advice on a broad range of matters in the telecommunications area. Corning paid Mr. Brown $1,200 for each meeting attended.

Directors may defer any portion of their compensation. Amounts deferred shall be paid only in cash and while deferred may be allocated to (i)
an account earning interest, compounded quarterly, at the rate equal to the greater of the prime rate of Citibank, N.A. in effect on specified
dates or the rate paid on the stable value fund under Corning's Investment Plans, (ii) an account based upon the market value of Corning's
Common Stock from time to time, or (iii) a combination of such accounts. At December 31, 2000 eight directors had elected to defer
compensation.

During 2000, Corning issued to each non-employee director 750 shares of Common Stock under the Equity Plan for Non-Employee Directors.
These shares are subject to forfeiture and certain restrictions on transfer. In addition, Corning granted to each non-employee director options
covering 2,250 shares of Common Stock under the Equity Plan for Non-Employee Directors. The options vest ratably over a three-year period
and expire on April 26, 2010.

Corning has a Directors' Charitable Giving Program funded by insurance policies on the lives of the directors. In 2000, Corning paid a total of
$421,790 in premiums on such policies. Upon the death of a director, Corning will donate $1,250,000 (on behalf of a non-employee director)
and $1,000,000 (on behalf of an employee director) to one or more qualified charitable organizations recommended by such director and
approved by Corning. The directors derive no financial benefit from the Program as all charitable deductions and cash surrender value of life
insurance policies accrue solely to the Corporation. One must be a director for five years to participate in the Program. Messrs. Ackerman,
Brown, Foster, Garrity, Gund, Hennessy, Houghton, O'Connor, Ruding and Smithburg and Ms. Rieman are eligible to participate in the
Program.

Item 12. Security Ownership of Certain Beneficial Owners and Management

The number of shares of Corning's Common Stock (and the voting equivalent represented by shares of Preferred Stock) owned by the directors
and nominees for directors, by the chief executive officer and the four other most highly compensated executive officers (the "named executive
officers") and by all directors and executive officers as a group, as of December 31, 2000, is as follows:

                                                                       51




                                                                    2002.    EDGAR Online, Inc.
Name                                                                               Shares Owned              Percent
                                                                                    and Nature                  of
                                                                                    of Beneficial            Class(7)
                                                                                  Ownership(1)(2)(3)
Directors
John S. Brown                                                                                23,037    (4)        —
James B. Flaws                                                                              418,497               —
John H. Foster                                                                               24,237               —
Gordon Gund                                                                                 910,928    (4)        —
John M. Hennessy                                                                             33,671    (4)        —
James R. Houghton                                                                         1,621,258    (5)        —
James J. O'Connor                                                                            33,495    (4)        —
Catherine A. Rein                                                                            32,067    (4)        —
Deborah D. Rieman                                                                            13,950               —
H. Onno Ruding                                                                               25,740    (4)        —
William D. Smithburg                                                                         35,037    (4)        —
Peter F. Volanakis                                                                          282,708               —
Named Executive Officers
(*also serve as directors)
Roger G. Ackerman*                                                                       1,768,231                —
Charles W. Deneka                                                                          345,860                —
Norman E. Garrity*                                                                         732,820                —
John W. Loose*                                                                           1,380,779                —
Wendell P. Weeks*                                                                          773,329                —
All Directors and Executive Officers as a Group                                         11,046,122 (6)          1.19 %



(1)
   Includes shares of Common Stock, subject to forfeiture and restrictions on transfer, granted under Corning's Incentive Stock Plans as well as
options to purchase shares of Common Stock exercisable within 60 days under Corning's Stock Option Plans. Messrs. Ackerman, Deneka,
Flaws, Garrity, Houghton, Loose, Volanakis and Weeks have the right to purchase 972,288; 124,500; 190,326; 274,500; 535,857; 706,341;
91,194 and 261,141 shares, respectively, pursuant to such options. All directors and executive officers as a group hold options to purchase
3,945,136 such shares.

(2)
  Includes shares of Common Stock, subject to forfeiture and restrictions on transfer, issued under Corning's Restricted Stock Plans for
Non-Employee Directors.

(3)
   Includes shares of Common Stock and the voting equivalent in Preferred Stock, on the basis of fourteen shares of Common Stock for each
share of Preferred Stock, held by J. P. Morgan Chase & Co. as the trustee of Corning's Investment Plans for the benefit of the members of the
group, who may instruct the trustee as to the voting of such shares. If no instructions are received, the trustee votes the shares in the same
proportion as it votes the shares for which instructions were received. Shares of Preferred Stock may be held only by the trustee. The power to
dispose of shares of Common and Preferred Stock is also restricted by the provisions of the Plans. The trustee holds for the benefit of Messrs.
Ackerman, Deneka, Flaws, Loose, Volanakis and Weeks, and all directors and executive officers as a group the equivalent of 11,088; 135;
26,853; 43,697; 11,490 and 7,458 shares of Common Stock, respectively. It also holds for the benefit of all employees who participate in the
Plans the equivalent of 23,149,073 shares of Common Stock (being 2.49% of the Class), being 21,991,569 shares of Common Stock and the
voting equivalent of 82,036 shares of Preferred Stock (being 100% of the Class).

(4)
   In addition, Messrs. Brown, Gund, Hennessy, O'Connor, Ruding and Smithburg and Ms. Rein have credited to their accounts the equivalent
of 11,570; 33,924; 40,451; 29,743; 7,103; 56,195 and



                                                                       52




                                                                    2002.    EDGAR Online, Inc.
         8,559 shares, respectively, of Common Stock in phantom form under Corning's Deferred Compensation Plan for Directors. Deferred fees
           will be paid solely in cash at or following termination of service as a director.


(5)
   Includes 469,111 shares held in trusts by Market Street Trust Company as a co-trustee for the benefit of Mr. Houghton as income
beneficiary. Does not include 7,203,416 shares held in trusts by Market Street Trust Company, as to which Mr. Houghton disclaims beneficial
ownership. Market Street Trust Company is a limited purpose trust company controlled by the Houghton family, the directors of which include
James R. Houghton and other Houghton family members.

(6)
    Does not include 135,784 shares owned by the spouses and minor children of certain executive officers and directors as to which such
officers and directors disclaim beneficial ownership.

(7)
      Unless otherwise indicated, does not exceed 1% of the Class of Common Stock.



Item 13. Certain Relationships and Related Transactions

During 2000, Corning leased office space in Corning, New York, owned by Mr. Robert L. Ecklin, an executive officer. Corning paid an average
base monthly rental of $5,519 for such space. The lease will expire on July 20, 2001.

During fiscal 2000, Corning made payments to Credit Suisse First Boston for investment services relating to the disposition of one of our
businesses. John M. Hennessy, one of our directors, is an executive officer of Credit Suisse First Boston. Corning believes that the terms of the
engagement and payments made are consistent with market conditions.

                                                                       53




                                                                     2002.   EDGAR Online, Inc.
                                                                       PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)Documents filed as part of this report:


       1.
            Index to financial statements and financial statement schedules, filed as part of this report:



                                                                                                        Page

        Report of Independent Accountants                                                               53
        Consolidated Statements of Income                                                               54
        Consolidated Balance Sheets                                                                     55
        Consolidated Statements of Cash Flows                                                           56
        Consolidated Statements of Changes in Shareholders' Equity                                      57
        Notes to Consolidated Financial Statements                                                     58-84
        Financial Statement Schedule:
        IIValuation Accounts and Reserves                                                                85



       2.
            Supplementary Data:



       Quarterly Operating Results and Related Market Data                                  86
       Five Years in Review—Historical Comparison                                          87-88
       Investor Information                                                                89-90



       3.
            Exhibits filed as part of this report: see (c) below.



(b)Reports on Form 8-K filed during the last quarter of fiscal 2000:

A report on Form 8-K dated October 4, 2000, filed in connection with the registrant's three for one stock split.

A report on Form 8-K dated October 13, 2000, filed in connection with the registrant's acquisition of NetOptix Corporation.

A report on Form 8-K dated October 23, 2000, filed in connection with the registrant's third quarter results.

A report on Form 8-K dated November 2, 2000, filed in connection with the registrant's issuance of Zero Coupon Convertible Debentures.

A report on Form 8-K dated December 12, 2000, filed in connection with the registrant's acquisition of Optical Technologies USA.

                                                                           54




                                                                        2002.    EDGAR Online, Inc.
(c)Exhibits filed as part of this report:

#3 (i)    Articles of Incorporation of the Registrant:
          Restated Certificate of Incorporation, dated December 6, 2000, filed with the Secretary of State of
          the State of New York on January 22, 2001.
#3(ii)    By-laws of the Registrant as amended to and effective as of December6, 2000.


#4    Rights Agreement dated June 5, 1996, that defines the preferred share purchase rights which trade with
      the Registrant's common stock, which appears as Exhibit 1 to Form 8-K, dated July 10, 1996, is
      incorporated herein by reference in this Annual Report on Form 10-K.
#10   Employment Agreement dated December 6, 2000, between Corning Incorporated and Wendell P.
      Weeks
#12   Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends
#21   Subsidiaries of the Registrant at December 31, 2000
#23   Consent of Independent Accountants
#24   Powers of Attorney


                                                                       55




                                                                    2002.    EDGAR Online, Inc.
Signatures

Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

Corning Incorporated
By        Principal Executive Officer      President and Chief Executive Officer                     March 12,
         /s/ JOHN W. LOOSE (John                                                                     2001
                    W. Loose)
By        Principal Financial Officer      Executive Vice President and Chief Financial Officer      March 12,
             /s/ JAMES B. FLAWS                                                                      2001
                 (James B. Flaws)
By       Principal Accounting Officer      Senior Vice President and Controller                      March 12,
                                                                                                     2001
              /s/ KATHERINE A.
             ASBECK (Katherine A.
                    Asbeck)


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of
the Registrant and on the date indicated.

                                              Capacity                      Date

    * (Roger G. Ackerman)       Chairman and Director                 March 12, 2001
     * (John Seely Brown)       Director                              March 12, 2001
       * (James B. Flaws)       Director                              March 12, 2001
       * (John H. Foster)       Director                              March 12, 2001
        * (Gordon Gund)         Director                              March 12, 2001
     * (John M. Hennessy)       Director                              March 12, 2001
    * (James R. Houghton)       Director                              March 12, 2001


                                                                       56




                                                                    2002.    EDGAR Online, Inc.
          * (John W. Loose)      Director   March 12, 2001
        * (James J. O'Connor)    Director   March 12, 2001
        * (Catherine A. Rein)    Director   March 12, 2001
       * (Deborah D. Rieman)     Director   March 12, 2001
         * (H. Onno Ruding)      Director   March 12, 2001
      * (William D. Smithburg)   Director   March 12, 2001
        * (Peter F. Volanakis)   Director   March 12, 2001
        * (Wendell P. Weeks)     Director   March 12, 2001


*By     /s/ WILLIAM D. EGGERS (William D.
               Eggers, Attorney-in-fact)


                                                             57




                                                        2002.     EDGAR Online, Inc.
REPORT OF INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers LLP

To the Board of Directors and Shareholders of Corning Incorporated

In our opinion, the consolidated financial statements listed in the index appearing under Item 14(a)(1) on page 49 present fairly, in all material
respects, the financial position of Corning Incorporated and its subsidiaries at December 31, 2000 and 1999, and the results of their operations
and their cash flows for each of the three years in the period ended December 31, 2000 in conformity with accounting principles generally
accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item
14 (a) (1) on page 49 presents fairly, in all material respects, the information set forth therein when read in conjunction with the related
consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We
conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
1301 Avenue of the Americas
New York, New York 10019

January 24, 2001

                                                                        58




                                                                     2002.    EDGAR Online, Inc.
                                             Corning Incorporated and Subsidiary Companies
                                                   Consolidated Statements of Income
                                                 (In millions, except per share amounts)

                                                                                            Year Ended December31,
                                                                                  2000              1999                1998

REVENUES
    Net sales                                                                $    7,127.1      $    4,741.1         $   3,831.9
    Interest income                                                                 104.6              11.7                15.0
    Royalty and dividend income                                                      34.6              29.7                35.0
    Nonoperating gains                                                                6.8              30.0                39.7
                                                                                  7,273.1           4,812.5             3,921.6
DEDUCTIONS
       Cost of sales                                                              4,131.1           2,930.3             2,360.5
       Selling, general and administrative expenses                               1,047.4             667.4               542.8
       Research, development and engineering expenses                               539.9             378.2               307.4
       Amortization of purchased intangibles, including goodwill                    245.0              27.8                22.2
       Interest expense                                                             106.6              93.2                66.8
       Acquisition-related charges                                                  462.6
       Provision for impairment and restructuring                                                        1.4               84.6
       Other, net                                                                    49.1               39.3               55.0
Income from continuing operations before taxes on income                            691.4              674.9              482.3
Taxes on income from continuing operations                                          407.1              207.1              149.5
Income from continuing operations before minority interest and                      284.3              467.8              332.8
equity earnings
Minority interest in earnings of subsidiaries                                        (23.7 )           (66.8 )             (61.6 )

Dividends on convertible preferred securities of subsidiary                                                (2.3 )          (13.7 )

Equity in earnings of associated companies                                          185.2              112.3                   97.3
Impairment of equity investment                                                     (36.3 )
Income from continuing operations                                                   409.5              511.0              354.8
Income from discontinued operations, net of income taxes                             12.5                4.8               66.5
NET INCOME                                                                   $      422.0 $            515.8        $     421.3
BASIC EARNINGS PER SHARE
      Continuing operations                                                  $       0.48      $           0.67     $          0.48
      Discontinued operations                                                        0.01                                      0.09
NET INCOME                                                                   $       0.49      $           0.67     $          0.57
DILUTED EARNINGS PER SHARE
      Continuing operations                                                  $       0.46      $           0.65     $          0.47
      Discontinued operations                                                        0.02                  0.01                0.09
NET INCOME                                                                   $       0.48      $           0.66     $          0.56
SHARES USED IN COMPUTING EARNINGS PER SHARE
      Basic earnings per share                                                      858.4              765.3              733.2
      Diluted earnings per share                                                    879.3              795.0              777.6


                                       The accompanying notes are an integral part of these statements.

                                                                     59




                                                                   2002.   EDGAR Online, Inc.
                                            Corning Incorporated and Subsidiary Companies
                                                     Consolidated Balance Sheets
                                                  (In millions, except share amounts)

                                                                                                     December 31,
                                                                                              2000                  1999

ASSETS
CURRENT ASSETS
      Cash                                                                               $       138.0      $         121.8

         Short-term investments, at cost, which approximates market value                      1,655.8                158.6
         Accounts receivable, net of doubtful accounts and allowances — $46.6/2000;            1,489.7                872.4
         $19.9/1999
         Inventories                                                                           1,039.9                602.2
         Deferred taxes on income and other current assets                                       311.0                229.2
         Total current assets                                                                  4,634.4              1,984.2
Investments
         Associated companies, at equity                                                         478.6                421.9
         Others, at cost or fair value                                                           156.2                 82.5
Plant and equipment, at cost, net of accumulated depreciation                                  4,679.0              3,201.7
Goodwill, net of accumulated amortization—$302.7/2000; $99.5/1999                              6,779.2                463.9
Other intangible assets, net of accumulated amortization—$52.4/2000; $12.8/1999                  560.7                 42.8
Other assets                                                                                     237.6                329.0
TOTAL ASSETS                                                                             $    17,525.7      $       6,526.0

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
      Loans payable                                                                      $       128.4      $         420.7

          Accounts payable                                                                       854.7                418.0
          Other accrued liabilities                                                              965.6                715.3
          Total current liabilities                                                            1,948.7              1,554.0
Long-term debt                                                                                 3,966.4              1,490.4
Postretirement benefits other than pensions                                                      588.3                574.0
Deferred taxes on income                                                                          60.5
Other liabilities                                                                                181.1                146.6
Minority interest in subsidiary companies                                                        139.1                284.8
Mandatorily redeemable convertible preferred stock                                                 8.7                 13.5
Common shareholders' equity
          Common stock, including excess over par value and other capital—                     9,512.5              1,359.3
          par value $0.50 per share; Shares authorized: 3.8 billion; Shares issued:
          1.0 billion/2000; 855.6 million/1999
Retained earnings                                                                              2,000.5              1,790.0
Less cost of 75.9 million/2000 and 75.0 million/1999 shares of common stockin treasury          (753.2 )             (656.0 )

Accumulated other comprehensive loss                                                            (126.9 )              (30.6 )

Total common shareholders' equity                                                             10,632.9              2,462.7
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                               $    17,525.7      $       6,526.0



                                       The accompanying notes are an integral part of these statements.

                                                                     60




                                                                   2002.   EDGAR Online, Inc.
                                                                 Corning Incorporated and Subsidiary Companies
                                                                     Consolidated Statements of Cash Flows
                                                                                  (In millions)

                                                                                                                                            Year Ended December31,
                                                                                                                                     2000                1999            1998
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net income                                                                                                                 $     422.0         $    515.8      $     421.3
      Adjustments to reconcile net income to net cash provided by operating activities of continuing operations:
                                                              Income from discontinued operations                                       (12.5 )             (4.8 )         (66.5 )

                                                              Amortization of purchased intangibles, including goodwill                245.0               27.8             22.2
                                                              Depreciation and amortization of other intangible assets                 519.9              380.5            297.9
                                                              Nonoperating gains                                                            (6.8 )         (30.0 )         (40.4 )

                                                              Acquisition-related charges                                              462.6
                                                              Provision for impairment and restructuring, net of cash spent                                  1.4            61.3
                                                              Employee benefit expense in excess of (less than) cash funding                3.4            (17.1 )          39.4
                                                              Equity in earnings of associated companies in excess of                  (140.5 )            (61.4 )         (33.9 )
                                                              dividends received
                                                              Impairment of equity investment                                               36.3
                                                              Minority interest in earnings of subsidiaries in excess of (less          (83.2 )            50.5                 8.3
                                                              than) dividends paid
                                                              Losses on disposition of properties and investments                           16.4             8.8                8.9
                                                              Deferred tax (benefit)/expense                                            (48.4 )            42.8                 2.0
                                                              Tax benefit on stock options                                             321.2               59.9             13.8
                                                              Changes in certain working capital items                                 (402.3 )           (144.1 )         (80.8 )

                                                              Other                                                                         88.1           36.8             28.7
NET CASH PROVIDED BY OPERATING ACTIVITIES OF CONTINUING OPERATIONS                                                                    1,421.2             866.9            682.2
CASH FLOWS FROM INVESTING ACTIVITIES:
      Capital expenditures                                                                                                           (1,524.9 )           (757.1 )        (730.4 )

      Acquisitions of businesses and leased assets, net of cash acquired                                                             (5,009.4 )           (188.1 )         (85.0 )

      Net proceeds from disposition of properties and investments                                                                           79.8           67.9            141.2
      Proceeds from divestiture of consumer housewares business                                                                                                            593.1
      Net increase in long-term investments and other noncurrent assets                                                                 (55.6 )            (37.7 )        (102.1 )

      Transaction costs related to pooling of interests                                                                                 (44.5 )
      Other                                                                                                                                 5.5            (17.9 )              0.4
NET CASH USED IN INVESTING ACTIVITIES OF CONTINUING OPERATIONS                                                                       (6,549.1 )           (932.9 )        (182.8 )

CASH FLOWS FROM FINANCING ACTIVITIES:
      Proceeds from issuance of debt                                                                                                  2,808.2             680.7            489.6
      Repayments of loans                                                                                                              (635.1 )           (199.2 )        (300.8 )

      Repayments of loans with proceeds from divestiture of consumer housewares business                                                                                  (343.0 )

      Proceeds from issuance of common stock                                                                                          4,743.6             113.2             28.7
      Repurchases of common stock                                                                                                                          (96.2 )         (74.3 )

      Redemption of common stock for income tax withholding                                                                             (57.0 )            (18.0 )          (9.8 )

      Dividends paid                                                                                                                   (211.5 )           (176.9 )        (168.3 )

      Other                                                                                                                                                  0.3            (0.3 )

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES OF                                                                                6,648.2             303.9           (378.2 )
CONTINUING OPERATIONS
Effect of exchange rates on cash                                                                                                            (5.3 )          (4.2 )              4.4
Cash used in discontinued operations                                                                                                        (1.6 )         (12.5 )        (172.0 )

Net change in cash and cash equivalents                                                                                               1,513.4             221.2            (46.4 )

Cash and cash equivalents at beginning of year                                                                                         280.4               59.2            105.6
CASH AND CASH EQUIVALENTS AT END OF YEAR                                                                                         $    1,793.8        $    280.4      $      59.2

                                                                                                   2002.        EDGAR Online, Inc.
The accompanying notes are an integral part of these statements. Certain amounts have been reclassified to conform to 2000 classifications.

                                                                    61




                                                                 2002.    EDGAR Online, Inc.
                                                            Corning Incorporated and Subsidiary Companies
                                                       Consolidated Statements of Changes in Shareholders' Equity
                                                                 (In millions, except per share amounts)

                                                             Common        Capital in            Unearned          Retained            Treasury        Accumulated               Total
                                                                           excess of           compensation        earnings             stock              other             shareholders'
                                                                stock      par value                                                                  comprehensive             equity
                                                                                                                                                       income (loss)
BALANCE, DECEMBER 31, 1997                                  $    132.4 $         976.3     $          (119.9 ) $       1,198.1     $       (724.5 ) $            (33.9 ) $            1,428.5

Net income                                                                                                               421.3                                                          421.3
Foreign currency translation adjustment                                                                                                                           38.3                   38.3
Unrealized loss on marketable securities, net of tax                                                                                                              (1.0 )                 (1.0 )

Realized gains on securities, net of tax                                                                                                                          (0.2 )                 (0.2 )

Total comprehensive income                                                                                                                                                              458.4
Shares issued                                                      0.8            48.2                                                                                                   49.0
Corning Stock Ownership Trust                                                     15.6                  (3.1 )                                                                           12.5

Repurchases of shares                                                                                                                       (74.3 )                                     (74.3 )

Retirement of treasury shares                                                    (14.6 )                                                     14.6

Tax benefit from exercise of options                                              13.8                                                                                                   13.8
Dividends on stock ($0.24 per share)                                                                                    (168.3 )                                                       (168.3 )

Other, net                                                                         2.1                  (9.3 )                               (5.8 )                                     (13.0 )

BALANCE, DECEMBER 31, 1998                                       133.2         1,041.4                (132.3 )         1,451.1             (790.0 )                3.2                1,706.6

Net income                                                                                                               515.8                                                          515.8
Foreign currency translation adjustment                                                                                                                          (53.8 )                (53.8 )

Unrealized gain on marketable securities, net of tax                                                                                                              23.2                   23.2
Realized gains on securities, net of tax                                                                                                                          (3.2 )                 (3.2 )

Total comprehensive income                                                                                                                                                              482.0
Conversion of monthly income preferred securities                                102.7                                                     262.6                                        365.3
Shares issued                                                      2.2           160.5                                                                                                  162.7
Corning Stock Ownership Trust                                                    144.8                (127.3 )                                                                           17.5

Repurchases of shares                                                                                                                       (96.2 )                                     (96.2 )

Retirement of treasury shares                                                    (30.2 )                                                     30.2

Tax benefit from exercise of options                                              59.9                                                                                                   59.9
Dividends on stock ($0.24 per share)                                                                                    (176.9 )                                                       (176.9 )

Other, net                                                                                               4.4                                (62.6 )                                     (58.2 )

BALANCE, DECEMBER 31, 1999                                       135.4         1,479.1                (255.2 )         1,790.0             (656.0 )              (30.6 )              2,462.7

Net income                                                                                                               422.0                                                          422.0
Foreign currency translation adjustment                                                                                                                         (118.3 )               (118.3 )


Unrealized gain on marketable securities, net of tax                                                                                                              32.6                   32.6
Realized gains on securities, net of tax                                                                                                                         (10.6 )                (10.6 )

Total comprehensive income                                                                                                                                                              325.7
Shares issued in acquisitions                                     10.4         2,980.0                                                                                                2,990.4
Shares issued in equity offerings                                 31.9         4,560.1                                                                                                4,592.0
Other shares issued                                                3.6           260.6                                                                                                  264.2
Stock split                                                      319.6          (319.6 )

Corning Stock Ownership Trust                                                     44.6                 (25.8 )                                                                           18.8

Tax benefit from exercise of options                                             321.2                                                                                                  321.2



                                                                                           2002.      EDGAR Online, Inc.
Dividends on stock ($0.24 per share)                                                          (211.5 )                                  (211.5 )

Other, net                                                   (10.2 )             (23.2 )                      (97.2 )                   (130.6 )

BALANCE, DECEMBER 31, 2000                   $   500.9 $   9,315.8     $        (304.2 ) $   2,000.5     $   (753.2 ) $   (126.9 ) $   10,632.9




                                       The accompanying notes are an integral part of these statements.

                                                                           62




                                                                       2002.    EDGAR Online, Inc.
                                              Corning Incorporated and Subsidiary Companies
                                                 Notes to Consolidated Financial Statements
                                              (In millions, except share and per share amounts)

1. Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of all entities controlled by Corning. All significant intercompany accounts and
transactions are eliminated.

The equity method of accounting is used for investments in associated companies which are not controlled by Corning and in which Corning's
interest is generally between 20% and 50%.

As more fully described in Note 2, Corning merged with Oak Industries, Inc. (Oak) on January 28, 2000 in a pooling of interests transaction.
The consolidated financial statements for 1999 and 1998 have been restated to include the financial position, results of operations and cash
flows of Oak. No adjustments were needed to conform the accounting policies of Corning and Oak. In addition, no adjustments have been made
for transactions between Corning and Oak as such transactions were not significant.

All share and per share amounts have been restated to reflect the three-for-one stock split of Corning common stock that became effective
October 3, 2000.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles (GAAP) requires management to make
estimates and assumptions that affect amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results
reported in future periods may be based upon amounts that could differ from those estimates.

Revenue Recognition

Corning recognizes revenue when it is realized or realizable and has been earned. Product revenue is recognized when persuasive evidence of
an arrangement exists, the product has been delivered and legal title and all risks of ownership have been transferred, written contract and sales
terms are complete, customer acceptance has occurred and payment is reasonably assured. Corning reduces revenue for estimated product
returns, allowances and price discounts based on experience.

Foreign Currencies

Balance sheet accounts of foreign subsidiaries are translated at current exchange rates and income statement accounts are translated at average
exchange rates for the year. Translation gains and losses are accumulated as a component of other accumulated comprehensive income. Foreign
currency transaction gains and losses affecting cash flows are included in current earnings.

Corning enters into foreign exchange contracts primarily as hedges against identifiable foreign currency commitments. Gains and losses on
contracts identified as hedges are deferred and included in the measurement of the related foreign currency transactions. Gains and losses on
foreign currency contracts which are not designated as hedges of foreign currency commitments are included in current earnings.

Prior to July 2000, Corning entered into revenue sales contracts for certain of its revenues generated in foreign currencies. Such contracts,
because of their terms, were not subject to foreign currency gains and losses.

                                                                        63




                                                                     2002.    EDGAR Online, Inc.
Cash and Cash Equivalents

Short-term investments, comprised of repurchase agreements and debt instruments with original maturities of 90 days or less, are considered
cash equivalents.

Supplemental disclosure of cash flow information is as follows:

                                                                                              2000          1999         1998

                      Changes in certain working capital items:
                                         Accounts receivable                          $       (362.9 ) $    (152.1 ) $   (61.9 )
                                         Inventories                                          (280.2 )       (81.3 )     (19.6 )
                                         Other current assets                                  (78.3 )        (6.8 )     (13.6 )
                                         Accounts payable and other current                    319.1          96.1        14.3
                                         liabilities
                                         Total                                        $       (402.3 ) $    (144.1 ) $   (80.8 )
                      Cash paid for interest and income taxes is as follows:
                                         Interest                                     $        131.7    $    130.9 $     111.5
                                         Income taxes                                 $        121.1    $    186.4 $     194.2



Marketable Securities

Corning's marketable securities consist of equity securities classified as available-for-sale which are stated at estimated fair value based
primarily upon market quotes. Unrealized gains and losses, net of tax, are computed on the basis of specific identification and are reported as a
separate component of accumulated other comprehensive income in shareholders' equity until realized. A decline in the value of any marketable
security below cost that is deemed other than temporary is charged to earnings, resulting in a new cost basis for the security.

Inventories

Inventories are stated at the lower of cost (first-in, first-out basis) or market. Inventories at December 31, consisted of the following:

                                                                                                 2000        1999

                                    Finished goods                                        $        299.9 $ 206.1
                                    Work in process                                                262.9   152.6
                                    Raw materials and accessories                                  377.0   162.0
                                    Supplies and packing materials                                 100.1    81.5
                                    Total inventories                                     $      1,039.9 $ 602.2



Property and Depreciation

Land, buildings and equipment are recorded at cost. Depreciation is based on estimated useful lives of properties using straight-line and
accelerated methods. The estimated useful lives range from

                                                                         64




                                                                       2002.    EDGAR Online, Inc.
20-40 years for buildings and 3-20 years for the majority of Corning's equipment. At December 31, plant and equipment consisted of the
following:

                                                                                      2000             1999

                                     Land                                      $          84.0 $           68.8
                                     Buildings                                         1,626.4          1,446.7
                                     Equipment                                         4,454.8          3,487.7
                                     Construction in progress                          1,175.4            555.4
                                                                                       7,340.6          5,558.6
                                     Accumulated depreciation                         (2,661.6 )       (2,356.9 )
                                     Plant and equipment, net                  $       4,679.0 $        3,201.7



Depreciation expense for 2000, 1999 and 1998 was $516.2 million, $375.5 million and $292.6 million, respectively. Approximately $56.5
million, $41.3 million and $46.8 million of interest costs were capitalized as part of plant and equipment in 2000, 1999 and 1998, respectively.

Goodwill and Other Intangible Assets

Investment costs in excess of the fair value of net assets acquired are amortized over appropriate periods not exceeding 40 years, but principally
ranging from 5 to 25 years for acquisitions over the past three years. Other intangible assets are recorded at cost and amortized over periods
generally ranging from 5 to 20 years. Corning reviews the recoverability of its long-lived assets, including goodwill and other intangible assets,
when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of
possible impairment is based on Corning's ability to recover the carrying value of the asset from the expected future pre-tax cash flows
(undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an
impairment loss is recognized for the difference between estimated fair value and carrying value. The measurement of impairment requires
management to make estimates of these cash flows related to long-lived assets. It is reasonably possible that future events or circumstances
could cause these estimates to change. Amortization expense for the years ended December 31, was as follows:

                                                                                                       2000     1999      1998

                      Amortization of purchased intangibles, including goodwill                    $    245.0 $ 27.8 $ 22.2
                      Amortization of other intangible assets                                             3.7    5.0    5.3
                      Amortization expense                                                         $    248.7 $ 32.8 $ 27.5



Taxes on Income

Corning uses the asset and liability approach to account for income taxes. Under this method, deferred tax assets and liabilities are recognized
for the expected future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax basis
using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of
a change in tax rates is recognized in income in the period when the change is enacted.

                                                                          65




                                                                       2002.       EDGAR Online, Inc.
2. Business Combinations and Divestitures

Pooling of Interests

On January 28, 2000, Corning merged with Oak in a pooling of interests transaction. Corning issued 44,293,491 shares of Corning common
stock and 8,137,500 options to purchase Oak common shares to complete the transaction. The consolidated financial statements for 1999 and
1998 have been restated to include the financial position and results of operations of Oak. During the first quarter of 2000, Corning recognized
a charge of $47.0 million ($43.4 million after tax) for one-time acquisition costs related to Oak. The acquisition costs are primarily related to
investment banking, legal and other fees of approximately $30 million. The charge also includes approximately $17 million of severance and
other termination benefits for Oak corporate officers and headquarters employees. As of December 31, 2000, total severance benefits paid out
were approximately $14 million. Separate revenue and income amounts of the merged companies for the years ended December 31, are as
follows (in millions):

                                                                              1999          1998

                                              Total revenues:
                                                          Corning       $     4,368.1 $     3,572.1
                                                          Oak                   444.4         349.5
                                                          Combined      $     4,812.5 $     3,921.6
                                              Net income:
                                                          Corning       $       481.7 $       394.0
                                                          Oak                    34.1          27.3
                                                          Combined      $       515.8 $       421.3



Purchases

The transactions listed below were all accounted for under the purchase method of accounting. Management is responsible for estimating the
fair value of the assets and liabilities acquired. Management has made estimates and assumptions that affect the reported amounts of assets,
liabilities and expenses resulting from such acquisitions.

Amounts allocated to purchased in-process research and development (IPRD) were established through recognized valuation techniques in the
high technology communications industry. Certain projects were acquired for which technological feasibility had not been established at the
date of acquisition and for which no alternative future uses existed. In accordance with Statement of Financial Accounting Standards No. 2,
"Accounting for Research and Development Costs" as interpreted by FASB Interpretation No. 4, "Applicability of FASB Statement No. 2 to
Business Combinations Accounted for by the Purchase Method," amounts assigned to IPRD meeting the above criteria must be charged to
expense at the date of consummation of the purchase.

The value allocated to projects for which a charge was recorded was determined by the traditional income approach which discounts expected
future debt-free income to present value. The discount rates used were specific to each project and were derived from a cost of capital for each
specific acquisition target, adjusted upward for the stage of completion of each project. The acquired entity discount rates ranged from 17% to
35%, and the stage of completion assigned to IPRD projects varied from 10% to 90%.

Corning expects that products incorporating the acquired technology from these projects will be completed and will begin to generate cash
flows over the next five years following integration.

                                                                       66




                                                                     2002.    EDGAR Online, Inc.
Optical Technologies USA

On December 12, 2000, Corning completed the acquisition of Optical Technologies USA, a manufacturer of lithium niobate modulators, pump
lasers, certain specialty fibers and fiber gratings used in optical networks from Pirelli S.p.A. (90%) and Cisco Systems Inc. (10%) for
approximately $3.6 billion in cash consideration to Pirelli and 5,473,684 shares of unregistered Corning stock to Cisco (the Pirelli acquisition).
Based upon the average closing price of Corning common stock for a range of days surrounding the agreement adjusted for a discount
commensurate with restrictions on the shares the total purchase price was $4.0 billion. The excess of the purchase price over the estimated fair
value of tangible assets acquired was allocated primarily to goodwill, other intangibles and IPRD. Goodwill of approximately $3,472 million is
being amortized on a straight-line basis over 13 years. Patents of approximately $152 million are also being amortized over 13 years. Corning
recorded a non-tax deductible charge of $322.9 million for IPRD in the fourth quarter of 2000 associated with this transaction. The allocation
of the purchase price is based on preliminary data and could change when final valuation information is obtained.

Champion Products

On October 10, 2000, Corning completed the acquisition of Champion Products Inc., a manufacturer of enclosures, power pedestals, shelters
and a unique patented design for temperature controlled enclosures for telecommunications customers, for approximately $85 million in cash.
The excess of the purchase price over the estimated fair value of tangible assets acquired was allocated primarily to goodwill. Purchased
intangibles and goodwill of approximately $69 million are being amortized on a straight-line basis over 20 years.

IntelliSense

On June 12, 2000, Corning completed the acquisition of the remaining 67% interest in IntelliSense Corporation, a manufacturer of
micro-electro-mechanical devices in exchange for 6,050,259 shares of unregistered Corning common stock and the assumption of stock options
convertible into 1,968,312 shares of Corning common stock. Based upon the average closing price of Corning stock for a range of days
surrounding the announcement adjusted for a discount commensurate with restrictions on the shares issued and a Black-Scholes valuation of the
options issued, the recorded purchase price approximated $410 million. An additional 1,019,763 shares were issued upon the achievement of
certain product milestones in the fourth quarter. This additional consideration was valued at approximately $77 million. The excess of the
purchase price over the estimated fair value of tangible assets acquired was allocated primarily to goodwill. Goodwill of approximately $483
million is being amortized on a straight-line basis over 13 years. Corning recorded a non-tax deductible charge of $6.7 million for IPRD in the
second quarter of 2000.

NetOptix

On May 12, 2000, Corning completed the acquisition of NetOptix Corporation for 33,719,067 shares of Corning common stock and the
assumption of stock options convertible into 2,487,240 Corning shares. Based on the average closing price of Corning stock for a range of days
surrounding the announcement and a Black Scholes valuation of options issued, the recorded purchase price approximated $2.1 billion.
NetOptix manufactures thin film filters for use in dense wavelength division multiplexing components.

The excess of the purchase price over the estimated fair value of tangible assets acquired was allocated to goodwill. Goodwill of approximately
$2,066 million is being amortized on a straight-line basis over 10 years.

                                                                        67




                                                                     2002.    EDGAR Online, Inc.
NZ Applied Technologies

On May 5, 2000, Corning completed the acquisition of the remaining 84% interest in NZ Applied Technologies (NZAT), a developer and
manufacturer of photonic components for optical telecommunications applications including the optical networks industry, in exchange for
Corning common stock. Based upon a range of days surrounding May 1, 2000, the date on which the number of shares became fixed, and
adjusted for a discount commensurate with the restrictions on the shares, Corning issued 1,321,749 shares of unregistered common stock at
closing with a fair value of approximately $75 million. In addition, Corning placed an extra 1,321,749 shares in escrow to be earned over the
next three years contingent upon NZAT achieving certain product development and sales milestones. In the fourth quarter, NZAT achieved two
milestones earning 528,702 shares of the escrowed stock valued at approximately $42 million. The remaining contingent proceeds, if earned,
will be recorded at the then current fair value of Corning common stock. The excess of the purchase price over the estimated fair value of
tangible assets acquired was allocated to goodwill and IPRD. Goodwill of approximately $73 million is being amortized on a straight-line basis
over 10 years. Corning recorded a non-tax deductible charge of $44 million for IPRD in the second quarter of 2000.

Photonics Technology Research Center

On February 14, 2000, Corning acquired British Telecommunication's Photonics Technology Research Center (PTRC) for approximately $66
million in cash. The excess of the purchase price over the estimated fair value of tangible assets acquired was allocated to IPRD and purchased
intangibles and goodwill. Purchased intangibles and goodwill of approximately $24 million is being amortized over lives up to nine years.
Corning recorded a charge of $42.0 million ($25.7 million after tax) for IPRD in the first quarter of 2000.

Siemens Transaction

On February 2, 2000, Corning acquired the worldwide optical cable and hardware business of Siemens AG and the remaining 50% in Siecor
Corporation and Siecor GmbH (the Siemens transaction). The purchase price of $1.4 billion (subject to customary purchase price adjustments)
includes approximately $120 million in assumed debt and $145 million in contingent performance payments to be paid, if earned, over a
four-year period. At December 31, 2000, approximately $50 million of this contingent consideration has been earned. Less significant portions
of the transaction may close at various dates into 2001. At December 31, 2000, total cash paid to Siemens approximated $1.1 billion. The
excess of the purchase price over the estimated fair value of tangible assets acquired, pending final determination of certain acquired balances,
was allocated primarily to purchased intangibles and goodwill. Purchased intangibles and goodwill of approximately $650 million are being
amortized over lives of 5 to 20 years.

Corning Japan K.K.

On September 29, 1999, Corning acquired the 21% interest in Corning Japan K.K. it did not own for cash consideration of approximately $32
million. The excess purchase price over the estimated fair value of tangible assets acquired was allocated primarily to goodwill. Goodwill of
approximately $18 million is being amortized on a straight-line basis over 20 years. Corning Japan K.K. produces flat panel display glass
within the Information Display Segment, and will continue to be consolidated within Corning's operating results.

BICC and Optical Waveguides Australia

On April 30, 1999, Corning acquired BICC, plc's telecommunications cable business and the 50% equity interest in Optical Waveguides
Australia, Pty. Ltd. (OWA) it did not already own for cash

                                                                       68




                                                                     2002.    EDGAR Online, Inc.
consideration of approximately $135 million. The excess purchase price over the estimated fair value of tangible assets acquired was allocated
to goodwill and other intangible assets. Goodwill and other intangible assets of approximately $37 million are being amortized over periods
ranging from 5 to 25 years. During the third and fourth quarters of 1999, adjustments to purchase accounting increased goodwill and primarily
reduced property, plant and equipment. OWA became a wholly owned subsidiary as a result of this transaction and the results of its operations
are included in the consolidated financial statements from the date of the transaction.

Optical Fibres

On December 1, 1998, Corning acquired the 50% interest in Optical Fibres previously owned by BICC, plc. The consideration was comprised
of approximately $47 million in cash and the assumption of $27 million in debt. During the fourth quarter of 1999, adjustments to purchase
accounting eliminated intangible assets and increased property, plant and equipment. Optical Fibres became a wholly owned subsidiary as a
result of this transaction and the results of its operations are included in the consolidated financial statements from the date of the transaction.

Tele Quarz GmbH

On October 30, 1998, Oak completed the acquisition of Tele Quarz GmbH (Tele Quarz), a German manufacturer of frequency control
products. The total purchase price, including debt assumed and transaction costs, was approximately $63.5 million. The excess purchase price
over the estimated fair value of tangible assets acquired was allocated primarily to goodwill and other intangibles. Goodwill and other
intangibles of approximately $18 million are being amortized over periods ranging from 12 to 30 years.

Other

Throughout 2000, Corning completed other acquisitions with an aggregate purchase price of approximately $67 million in cash. The excess
purchase price over the fair value of net tangible assets acquired totaled $64 million and is being amortized over periods of up to 20 years.
These acquisitions were not significant to the consolidated financial statements.

In December 1999, Corning completed other acquisitions with an aggregate purchase price of $17.5 million in cash. The excess purchase price
over the fair value of net tangible assets acquired totaled $8.5 million and is being amortized over periods of up to 10 years. These acquisitions
were not significant to the consolidated financial statements.

Pro Forma Presentation

The foregoing acquisitions have been recorded under the purchase method of accounting and, accordingly, the results of the acquired
businesses are included in the consolidated financial statements since the date of acquisition. The following unaudited pro forma financial
information reflects the consolidated results of operations of Corning as if the Pirelli, NetOptix and Siemens acquisitions took place at the
beginning of January 1999. The effects of the other acquisitions on Corning's consolidated financial statements were not material on either an
individual or an aggregate basis. The pro forma information includes adjustments for interest expense and shares outstanding that would have
been incurred to finance the transactions, additional depreciation based on the fair market value of the property, plant and equipment acquired,
amortization of purchased intangibles and goodwill and the elimination of minority interest related to Siemens 50% ownership of Siecor
Corporation. The pro

                                                                         69




                                                                       2002.   EDGAR Online, Inc.
forma financial information is not necessarily indicative of the results of operations as they would have been had the transactions been effected
on the assumed acquisition date.

                                                                                      Year Ended December 31,
                                                                               2000                                 1999
                                                                                 In millions, except per share amounts


                          Sales                                       $           7,298.8                $               5,525.8
                          Net income                                  $              59.5                $                (348.3 )
                          Basic earnings per share                    $              0.02                $                 (0.41 )
                          Diluted earnings per share                  $              0.02                $                 (0.41 )



Divestitures

On January 31, 2000, Corning sold Quanterra Incorporated to Severn Trent Laboratories for $35 million. In the first quarter of 2000, Corning
recorded a nonoperating gain of $6.8 million, ($4.2 million after tax), as a result of this transaction. Concurrent with management's decision to
dispose of this business, Corning recognized an impairment loss of $15.5 million ($10.0 million after tax), in the third quarter of 1999. The
impairment loss reduced Corning's investment in these assets to an amount equal to management's current estimate of fair value. The results of
operations of this business were not material to Corning.

During the third quarter of 1999, Corning sold Republic Wire and Cable, a manufacturer of elevator cables and a subsidiary of Siecor
Corporation, for approximately $52 million in cash and short-term notes. Corning recorded a nonoperating gain of $30 million ($9.5 million
after tax and minority interest), as a result of this transaction.

In the fourth quarter of 1998, Corning recorded a nonoperating gain of $19.2 million ($9.7 million after tax), related to the divestiture of several
small businesses within the life sciences business.

Other

In June 1998, Molecular Simulations, Inc. (MSI) merged with Pharmacopeia, Inc., a publicly traded company. Corning previously owned 35%
of MSI and owned approximately 15% of the combined entity at the time of the merger. Corning realized a nonoperating gain of $20.5 million
($13.2 million after tax), from this transaction.

3. Information by Operating Segment

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated
regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance.
Corning's chief operating decision-making group is comprised of the Chief Executive Officer and the officers who report to him directly.

Corning's reportable segments include Telecommunications, Advanced Materials and Information Display. The Telecommunications Segment
produces optical fiber and cable, optical hardware and equipment, photonic modules and components and optical networking devices for the
worldwide telecommunications industry. The Advanced Materials Segment manufactures specialized products with unique properties for
customer applications utilizing glass, glass ceramic and polymer technologies. Businesses within this segment include environmental
technologies, life sciences, semiconductor materials and optical and lighting products. The Information Display Segment manufactures glass
panels and funnels for televisions and CRTs, projection video lens assemblies and liquid crystal display glass for flat panel displays.

                                                                          70




                                                                      2002.    EDGAR Online, Inc.
In the first quarter of 2000, Corning changed the performance measurement of its operating segments to a new metric. Corning evaluates
performance based on an after-tax profit measure, which is identified as segment net income. Segment net income excludes amortization of
purchased intangibles and goodwill, purchased IPRD costs, one-time acquisition costs and other nonrecurring items. The accounting policies of
the operating segments are the same as those described in the summary of significant accounting policies. The financial results for Corning's
three operating segments have been prepared on a basis which is consistent with the manner in which Corning management internally
disaggregates financial information for the purposes of assisting in making internal operating decisions. In this regard, certain common
expenses have been allocated among segments differently than would be required for stand alone financial information prepared in accordance
with GAAP. Revenue attributed to geographic areas is based on the location of the customer. The segment results for 1999 and 1998 have been
restated to conform to the new measure.

Operating Segments                                                   Telecommunications         Advanced               Information            Total
                                                                                                Materials                Display            Segments

                                                                                                       (in millions)


2000
Net Sales                                                                     $5,120.7      $       1,086.0 $                 894.1     $      7,100.8
Depreciation (1)                                                                 341.2                 88.3                    89.3              518.8
Research, development and engineering                                            390.4                120.3                    29.2              539.9
expenses (2)
Interest income                                                                     1.2                                                            1.2
Interest expense (3)                                                               69.0                 18.2                   19.1              106.3
Income tax expense                                                                326.5                 43.5                   46.6              416.6
Segment Earnings Before Minority Interest and                                     677.2                 88.0                  114.2              879.4
Equity Earnings (4)
Minority interest in (earnings) losses of subsidiaries                             3.0                                        (26.7 )            (23.7 )
Equity in earnings of associated companies                                         1.0                 22.6                   144.5              168.1
Segment Net Income                                                               681.2                110.6                   232.0            1,023.8
Investment in associated companies, at equity                                     33.9                 50.9                   381.0              465.8
Segment assets (5)                                                             4,078.9                910.4                 1,438.5            6,427.8
Capital expenditures                                                             942.1                122.4                   366.1            1,430.6
1999
Net Sales                                                                     $2,958.2      $       1,053.9 $                 701.2     $      4,713.3
Depreciation (1)                                                                 214.9                 80.7                    78.1              373.7
Research, development and engineering                                            260.8                 94.5                    22.9              378.2
expenses (2)
Interest income                                                                     8.5                  2.0                     0.8              11.3
Interest expense (3)                                                               58.8                 22.7                    11.2              92.7
Income tax expense                                                                137.5                 43.0                    19.0             199.5
Segment Earnings Before Minority Interest and                                     330.4                 90.9                    57.6             478.9
Equity Earnings (4)
Minority interest in earnings of subsidiaries                                     (34.6 )                                     (22.7 )            (57.3 )
Equity in earnings of associated companies                                         14.9                21.7                    67.8              104.4
Segment Net Income                                                               310.7                112.6                   102.7              526.0
Investment in associated companies, at equity                                      58.4                45.3                   261.0              364.7
Segment assets (5)                                                             2,303.4                878.4                   990.0            4,171.8
Capital expenditures                                                             329.2                112.9                    59.5              501.6


                                                                     71




                                                                   2002.    EDGAR Online, Inc.
1998
Net Sales                                                                                     $2,139.6      $   1,020.1 $ 644.7     $   3,804.4

Depreciation (1)                                                                                 141.3            76.6     73.5            291.4
Research, development and engineering expenses (2)                                               203.7            80.0     23.7            307.4
Interest income                                                                                   10.5             3.2      1.1             14.8
Interest expense (3)                                                                              39.8            16.7     10.0             66.5
Income tax expense                                                                               118.1            38.4      8.2            164.7
Segment Earnings Before Minority Interest and                                                    265.3            75.9     39.2            380.4
Equity Earnings (4)
Minority interest in (earnings) losses of subsidiaries                                            (38.0 )          0.3    (27.6 )          (65.3 )
Equity in earnings of associated companies                                                         22.7           17.6     44.9             85.2
Segment Net Income                                                                                250.0           93.8     56.5           400.3
Investment in associated companies, at equity                                                      36.8           42.0    190.4           269.2
Segment assets (5)                                                                              1,846.7          834.0    915.1         3,595.8
Capital expenditures                                                                              276.8          131.0     53.0           460.8


(1)
   Includes an allocation of depreciation of corporate property, plant and equipment not specifically identifiable to a segment. Related
depreciable assets are not allocated to segment assets.

(2)
      Non-direct research, development and engineering expenses are allocated based upon direct project spending for each segment.

(3)
   Interest expense is allocated to segments based on a percentage of segment net operating assets. Consolidated subsidiaries with independent
capital structures do not receive additional allocations of interest expense.

(4)
   Many of Corning's administrative and staff functions are performed on a centralized basis. Where practicable, Corning charges these
expenses to segments based upon the extent to which each business uses a centralized function. Other staff functions, such as corporate finance,
human resources and legal are allocated to segments, primarily as a percentage of sales.

(5)
      Includes inventory, accounts receivable, plant, property and equipment and investments in associated equity companies.



                                                                        72




                                                                      2002.   EDGAR Online, Inc.
A reconciliation of the totals reported for the operating segments to the applicable line items in the consolidated financial statements is as
follows:

                                                                                        2000             1999                1998

REVENUES
Total segment net sales                                                           $      7,100.8     $   4,713.3         $   3,804.4
Non-segment net sales (1)                                                                   26.3            27.8                27.5
Interest income                                                                            104.6            11.7                15.0
Royalty and dividend income                                                                 34.6            29.7                35.0
Nonoperating gains                                                                           6.8            30.0                39.7
                                   Total revenues                                 $      7,273.1     $   4,812.5         $   3,921.6
NET INCOME
Total segment net income (2)                                                      $      1,023.8     $     526.0         $     400.3
                                   Unallocated items:
Non-segment income (1)                                                                      12.7            20.2                39.5
Amortization of purchased intangibles including goodwill (3)                              (245.0 )         (27.8 )             (22.2 )

Acquisition-related charges (4)                                                           (462.6 )
Provision for impairment and restructuring (5)                                                                  (1.4 )         (84.6 )

Interest income (6)                                                                       103.4
Interest expense                                                                           (0.3 )               (0.5 )              (0.3 )

Income tax (7)                                                                               8.4                (1.6 )          20.0
Equity in earnings of associated companies                                                   5.4                 7.9            12.1
Impairment of equity investment                                                            (36.3 )
Minority interest                                                                                               (9.5 )           3.7
Dividends on convertible preferred securities of subsidiary                                                     (2.3 )         (13.7 )

                                   Net income from continuing operations          $       409.5      $     511.0         $     354.8
ASSETS
Total segment assets                                                              $      6,427.8     $   4,171.8         $   3,595.8
                                Non-segment assets:
Property, plant and equipment (8)                                                       1,100.1            828.9               624.7
Investments (9)                                                                           139.7            139.6               108.1
Other assets (10)                                                                       7,577.5            799.7               811.1
Remaining corporate assets (11)                                                         2,280.6            586.0               324.6
Total consolidated assets                                                         $    17,525.7      $   6,526.0         $   5,464.3


(1)
   Includes amounts derived from corporate investments. Non-segment income also includes nonoperating gains and losses. Includes one-time
gain of $11.7 million included in equity earnings from Samsung Corning related to divestment of its interest in Samsung Corning Precision.

(2)
      Includes royalty, interest and dividend income.

(3)
      Amortization of purchased intangibles and goodwill relates primarily to the Telecommunications segment.

(4)
      Includes in-process research and development and relates primarily to the Telecommunications segment.

(5)
    The 1999 amount is the net impact of a $15.5 million impairment charge related to the Advanced Materials Segment and the release of
restructuring reserves totaling $14.1 million. See Note 7 to



                                                                         73


                                                                      2002.    EDGAR Online, Inc.
         the consolidated financial statements for further discussion of the restructuring reserve. The portion of the 1998 restructuring charge
           related to Telecommunications, Advanced Materials and Information Display Segments was $8.3 million, $26.9 million, and $16.3
           million, respectively. The remainder pertains to corporate functions.


(6)
      Corporate interest income is not allocable to reportable segments.

(7)
   Includes tax associated with the impairment and restructuring charges, amortization of purchased intangibles and goodwill,
acquisition-related charges and nonoperating gains.

(8)
      Represents corporate property, plant and equipment not specifically identifiable to a segment.

(9)
      Represents corporate investments in associated companies, both at cost and at equity.

(10)
   Includes non-current corporate assets, primarily goodwill and other intangibles, pension assets and deferred taxes.

(11)
   Includes current corporate assets, primarily cash, short-term investments and deferred taxes.



Other Significant Items                                                             Segment        Reconciling           Consolidated
                                                                                     Total         Adjustments              Total

2000
Depreciation                                                                   $        518.8 $            (2.6 )    $            516.2
Interest expense                                                                        106.3               0.3                   106.6
Income taxes                                                                            416.6              (9.5 )                 407.1
Equity in earnings of associated companies (1)                                          168.1              17.1                   185.2
Minority interest                                                                       (23.7 )                                   (23.7 )
Investment in associated companies, at equity                                           465.8             12.8                    478.6
Capital expenditures                                                                  1,430.6            290.7 (2)              1,721.3
1999
Depreciation                                                                   $        373.7 $            1.8     $              375.5
Interest expense                                                                         92.7              0.5                     93.2
Income taxes                                                                            199.5              7.6                    207.1
Equity in earnings of associated companies                                              104.4              7.9                    112.3
Minority interest                                                                       (57.3 )           (9.5 )                  (66.8 )
Investment in associated companies, at equity                                           364.7             57.2                    421.9
Capital expenditures                                                                    501.6            255.5 (2)                757.1
1998
Depreciation                                                                   $        291.4 $            1.2     $              292.6
Interest expense                                                                         66.5              0.3                     66.8
Income taxes                                                                            164.7            (15.2 )                  149.5
Equity in earnings of associated companies                                               85.2             12.1                     97.3
Minority interest                                                                       (65.3 )            3.7                    (61.6 )
Investment in associated companies, at equity                                           269.2             54.7                    323.9
Capital expenditures                                                                    460.8            269.6 (2)                730.4


(1)
  Includes nonoperating gain of $11.7 million (Corning's share) recorded by Samsung Corning upon divestment of its interest in Samsung
Corning Precision.

(2)
      Includes capital spending on shared research facilities of $116.4 million, $134.5 million and $166.0 million in 2000, 1999 and 1998,

                                                                       2002.    EDGAR Online, Inc.
respectively.



                  74




                2002.   EDGAR Online, Inc.
Information concerning principal geographic areas is as follows:

                                                       2000                                   1999                               1998
                                             Net              Non-current            Net             Non-current       Net              Non-current
                                            Sales               Assets              Sales             Assets (1)      Sales              Assets (1)
North America
     United States                     $     3,580.6 $              7,516.2 $        2,792.7 $            3,427.9 $   2,498.8 $              3,120.4
     Canada                                    848.5                   95.0            473.0                 92.9       312.0                   94.5
     Mexico                                     97.7                   83.0             67.1                 58.2        58.3                   44.2
             Total North America             4,526.8                7,694.2          3,332.8              3,579.0     2,869.1                3,259.1
Asia Pacific
     Japan                                    575.0                    257.3          391.4                  148.5       318.4                  109.6
     China                                    142.7                    120.9           79.4                   38.0        75.7                   13.0
     Korea                                     67.6                    385.4           50.8                  264.6        24.3                  195.2
     Other                                    126.8                     51.7           80.1                   45.7        42.8                   15.1
             Total Asia Pacific               912.1                    815.3          601.7                  496.8       461.2                  332.9
Europe
     Germany                                   465.0                  505.4           189.7                   91.2       123.7                   95.6
     France                                    256.6                  114.5           107.5                   91.9        81.3                   78.1
     United Kingdom                            242.8                  173.3           132.8                  150.4        84.2                   76.0
     Italy                                      69.3                3,488.5            53.4                    3.0         1.2                    0.2
     Other                                     419.0                   47.0           207.8                   57.0       132.1                   29.1
             Total Europe                    1,452.7                4,328.7           691.2                  393.5       422.5                  279.0
Latin America
     Brazil                                     59.3                   19.5             44.2                  20.7       32.4                    10.4
     Other                                      21.6                    7.1             13.3                             13.7
             Total Latin America                80.9                   26.6             57.5                 20.7        46.1                   10.4
All Other                                      154.6                   26.5             57.9                  7.9        33.0                   22.0
             Total                     $     7,127.1 $             12,891.3 $        4,741.1 $            4,497.9 $   3,831.9 $              3,903.4


(1)
      Excludes deferred taxes of $43.9 million and $85.2 million in 1999 and 1998, respectively.



4. Investments

Associated Companies at Equity

Samsung Corning Company Ltd., a 50%-owned South Korea-based manufacturer of glass panels and funnels for television and display
monitors, represented $284.5 million and $220.5 million of Corning's investments accounted for by the equity method at year-end 2000 and
1999, respectively.

                                                                              75




                                                                            2002.   EDGAR Online, Inc.
The financial position and results of operations of Samsung Corning and Corning's other equity companies are summarized as follows:

                                                              2000                                 1999                                 1998
                                                  Samsung              Total           Samsung              Total           Samsung              Total
                                                  Corning             Equity           Corning              Equity          Corning              Equity
                                                  Co. Ltd.           Companies         Co. Ltd.           Companies         Co. Ltd.           Companies
Net sales                                     $     1,010.5    $         1,738.7   $       964.6    $         1,830.7   $       884.1    $         1,665.2
Gross profit                                          345.5                650.0           275.6                582.8           239.6                577.1
Net income                                            210.7                365.9            96.5                244.3            77.8                228.1
Corning's equity in net income (1)            $       103.8    $           185.2   $        47.7    $           112.3   $        38.4    $            97.3
Current assets                                $       410.4    $           910.8   $       274.5    $           608.2   $       362.6    $           677.1
Non-current assets                                    865.6              1,284.1         1,006.9              1,334.8         1,022.7              1,324.0
Current liabilities                           $       292.7    $           746.3   $       282.4    $           465.8   $       369.7    $           539.1
Non-current liabilities                               329.9                492.4           512.7                631.7           657.3                757.3


(1)
      Equity in earnings shown above and in the Consolidated Statements of Income are net of amounts recorded for income tax.



Dividends received from Samsung Corning and Corning's other equity companies totaled $44.7 million, $50.9 million and $63.4 million in
2000, 1999 and 1998, respectively. At December 31, 2000, approximately $436.6 million of equity in undistributed earnings of equity
companies were included in Corning's retained earnings.

Samsung Corning results include a nonoperating gain of $23.4 million from the sale of its interest in Samsung Corning Precision Glass
Company Ltd. (Samsung Corning Precision). Corning's 50% share of this gain is included in its equity earnings. Corning continues to maintain
a 50% interest in Samsung Corning Precision.

Dow Corning Corporation

Corning is a 50% owner of Dow Corning Corporation (Dow Corning), a manufacturer of silicones. The other 50% of Dow Corning is owned by
The Dow Chemical Company (Dow Chemical).

On May 15, 1995, Dow Corning sought protection under the reorganization provisions of Chapter 11 of the United States Bankruptcy Code, as
a result of several negative developments related to the breast implant litigation. At that time, Corning management believed it was impossible
to predict if and when Dow Corning would successfully emerge from Chapter 11 proceedings. As a result, Corning recorded an after-tax charge
of $365.5 million to fully reserve its investment in Dow Corning and discontinued recognition of equity earnings from Dow Corning in 1995.
The bankruptcy proceeding is pending in the United States Bankruptcy Court for the Eastern District of Michigan, Northern Division (Bay City,
Michigan). The bankruptcy filing stayed the prosecution against Dow Corning of approximately 19,000 breast-implant product liability
lawsuits, including 45 class actions. In the period from December 1996 through February 1998, Dow Corning filed a plan of reorganization and
two amended plans, each of which was opposed by creditor representatives. In 1998, Dow Corning and the Tort Claimants Committee engaged
in extended negotiations and reached certain compromises. On November 8, 1998, Dow Corning and the Tort Claimants Committee jointly
filed a revised Plan of Reorganization (Joint Plan). The Joint Plan and related disclosure materials were mailed to claimants for their approval.
Following a favorable vote from all but four classes of creditors, a hearing to confirm the Joint Plan was held in mid 1999.

                                                                          77




                                                                        2002.    EDGAR Online, Inc.
On November 30, 1999, the Bankruptcy Court entered an order confirming the Joint Plan and indicated that certain written opinions would
follow. On December 21, 1999, the Bankruptcy Court issued an opinion that approved the principal elements of the Joint Plan with respect to
tort claimants, but construed the Joint Plan as providing releases for third parties (including Corning and Dow Chemical as shareholders) only
with respect to tort claimants who voted in favor of the Joint Plan. A number of parties opposing the Joint Plan filed appeals on a variety of
grounds to the United States District Court for the Eastern District of Michigan. Dow Corning and the Committee of Tort Claimants filed a
notice of appeal seeking review of the ruling limiting the scope of the shareholder releases. Corning and Dow Chemical filed separate notices of
appeal on this issue. On November 13, 2000, the District Court entered an Order affirming the Bankruptcy Court's November 30, 1999 Order
confirming the Joint Amended Plan and reversing the Bankruptcy Court's December 21, 1999 Opinion on the release and injunction provisions.
One group of plaintiffs filed a motion for reconsideration in the District Court and the District Court entered a February 5, 2001 Opinion
Denying Motion for Reconsideration, confirming that the Litigation Facility under the Joint Plan is the defendant in place of Dow Corning,
Corning and Dow Chemical, and that Corning and Dow Chemical are not named defendants for direct claims. Approximately 20 appeals were
filed from the District Court's Order and are pending in the Sixth Circuit Court of Appeals, which is expected to rule in the second half of 2001.
After all appeals are exhausted, if the Joint Plan is upheld but the shareholder releases are effective only for those voting in favor of the Joint
Plan, Corning would expect to defend any remaining claims against it on the same grounds that led to a series of orders and judgments
dismissing all claims against Corning in the federal courts and the state courts as described under the heading Implant Tort Lawsuits (Item 3).
With respect to the possibility of additional direct or indirect claims against Corning if the full releases are not reinstated in the Joint Plan,
management believes that such claims lack merit and that the breast implant litigation against Corning will be resolved without material impact
on Corning's financial statements.

Under the terms of the Joint Plan, Dow Corning would be required to establish a Settlement Trust and a Litigation Facility to provide a means
for tort claimants to settle or litigate their claims. Dow Corning would have the obligation to fund the Trust and the Facility, over a period of up
to 16 years, in an amount up to approximately $3.2 billion (nominal value), subject to the limitations, terms and conditions stated in the Joint
Plan. Dow Corning proposes to provide the required funding over the 16 year period through a combination of cash, proceeds from insurance,
and cash flow from operations. Corning and Dow Chemical have each agreed to provide a credit facility to Dow Corning of up to $150 million
($300 million in the aggregate), subject to the terms and conditions stated in the Joint Plan. The Joint Plan also provides for Dow Corning to
make full payment, through cash and the issuance of senior notes, to its commercial creditors. If and when Dow Corning emerges from
bankruptcy, Corning will likely begin to recognize equity earnings from Dow Corning. Corning does not expect to receive dividends from Dow
Corning in the foreseeable future.

                                                                        78




                                                                      2002.    EDGAR Online, Inc.
The financial position and results of operations of Dow Corning are summarized in the table below (amounts in millions):

                                                                   2000           1999         1998

Net sales                                                     $    2,750.9 $      2,603.3 $    2,568.0
Gross profit                                                         814.2          772.2        826.7
Net income (loss)                                                    104.6          109.7       (595.0 )
Current assets                                                $    1,793.8 $      1,601.7 $    1,555.6
Non-current assets                                                 4,676.9        4,625.4      4,610.7
Current liabilities                                           $      947.3 $        769.9 $      729.2
Non-current liabilities                                              348.9          366.5        391.2
Liabilities subject to compromise (1)                              4,618.3        4,592.3      4,609.6
Shareholders' equity                                                 556.2          498.4        436.3


(1)
   Dow Corning's financial statements for 2000, 1999 and 1998 have been prepared in conformity with the American Institute of Certified
Public Accountants' Statement of Position 90-7, "Financial Reporting by Entities in Reorganization under the Bankruptcy Code," (SOP 90-7).
SOP 90-7 requires a segregation of liabilities subject to compromise by the Bankruptcy Court as of the filing date (May 15, 1995) and
identification of all transactions and events that are directly associated with the reorganization.



Dow Corning's 1998 results reflect the impact of a pre-tax charge of approximately $1.1 billion, representing Dow Corning's best estimate of
the anticipated financial consequences to be incurred in resolving all claims arising from the Chapter 11 proceedings and from the breast
implant controversy.

Dow Corning's 1998 results have also been impacted by the suspension of interest payments and reorganization costs resulting from the Chapter
11 proceedings.

Pittsburgh Corning Corporation

Corning and PPG Industries, Inc. each own 50% of the capital stock of Pittsburgh Corning Corporation (PCC). PCC and several other
defendants have been named in numerous lawsuits involving claims alleging personal injury from exposure to asbestos. As of the bankruptcy
filing on April 16, 2000, PCC had in excess of 240,000 open claims. In the first quarter of 2000, after incurring adverse verdicts in five trials
involving 19 claimants, PCC filed for Chapter 11 reorganization in the United States Bankruptcy Court for the Western District of
Pennsylvania. At the time of its Chapter 11 filing, PCC sought and obtained a temporary restraining order and filed a motion for a preliminary
injunction against the prosecution of asbestos actions against its two shareholders. The preliminary injunction has been extended by stipulation
of the parties and by court order to May 21, 2001 to enable the parties to negotiate a plan of reorganization for PCC. Upon expiration of the
injunction on or after May 21, 2001, PCC, PPG Industries and Corning will have 90 days to seek removal and transfer of stayed cases that have
not been resolved through a plan of reorganization. As a result of PCC's bankruptcy filing, Corning recorded an after-tax charge of $36.3
million in the first quarter to impair its entire investment in PCC and discontinued recognition of equity earnings. At the time PCC filed for
bankruptcy protection, there were approximately 12,400 claims pending against Corning alleging various theories of liability based on exposure
to PCC's asbestos products, all of which are stayed pursuant to the injunction of the bankruptcy court. Before PCC filed for bankruptcy
protection, Corning was dismissed from similar claims as cases against PCC proceeded to trial. The Chapter 11 filing may lead to additional
claims against Corning with related costs of defense, charges and expenses. Although the outcome of litigation and the bankruptcy case is
uncertain, management believes that the separate

                                                                          79




                                                                    2002.      EDGAR Online, Inc.
corporate status of PCC will continue to be upheld. Management is continuing to investigate Corning's options for defending claims against it,
which might include vigorously defending itself on all fronts or exploring a global settlement through the bankruptcy process. The range of cost
for these options (net of insurance) cannot be estimated at this time, although management believes these matters will be resolved without a
materially adverse impact on Corning's financial position.

Other Investments

Corning's other investments include equity securities, which are classified as available-for-sale. At December 31, 2000, the fair value and cost
of Corning's equity securities was $156.2 million and $89.5 million, respectively. The difference includes gross unrealized gains of $67.3
million and gross unrealized losses of $0.1 million. At December 31, 1999, the fair value and cost of Corning's equity securities was $82.5
million and $51.4 million, respectively. The difference includes gross unrealized gains of $32.8 million and gross unrealized losses of $1.7
million. The net change in the unrealized gain/(loss) on marketable securities classified as available-for-sale included as a component of
accumulated other comprehensive income was $36.1 million and $31.0 million for the years ended December 31, 2000 and 1999, respectively.

Proceeds from sales of marketable securities were $16.3 million and $0.8 million in 2000 and 1999, respectively, and related net realized gains
included in income were $26.5 million and $5.6 million in 2000 and 1999, respectively.

5. Employee Retirement Plans

Corning has defined benefit pension plans covering certain domestic and international employees. Corning's funding policy has been to
contribute as necessary an amount determined jointly by Corning and its consulting actuaries, which provides for the current cost and
amortization of prior service cost. In 2000, Corning amended its US pension plan to include a cash balance pension feature. All salaried and
non-union hourly employees hired before July 1, 2000 were given the choice of staying in the existing plan or participating in the cash balance
plan beginning January 1, 2001. Salaried employees hired after July 1, 2000 automatically became participants in the new cash balance plan.
Under the cash balance plan, employee accounts are credited monthly with a percentage of eligible pay based on age and years of service.
Benefits remain 100% vested after five years of service.

Corning and certain of its domestic subsidiaries also offer defined benefit postretirement plans that provide health care and life insurance
benefits for retirees and eligible dependents. Certain employees may become eligible for such postretirement benefits upon reaching retirement
age. Corning's principal retiree medical plans require retiree contributions each year equal to the excess of medical cost increases over general
inflation rates.

                                                                       80




                                                                     2002.   EDGAR Online, Inc.
The change in benefit obligation and funded status of Corning's employee retirement plans are as follows:

                                                                          Pension Benefits                          Postretirement Benefits
                                                                  2000                       1999                 2000                  1999

CHANGE IN BENEFIT OBLIGATION (in millions)
Benefit obligation at beginning of year                      $    (1,431.1 ) $               (1,561.1 ) $          (592.3 )       $       (632.3 )

Benefit obligation of acquired businesses                             (58.0 )
Service cost                                                          (31.8 )                       (26.9 )         (10.3 )                   (11.6 )

Interest cost                                                       (117.4 )                        (95.5 )         (40.5 )                   (39.8 )

Plan participants' contribution                                          (4.0 )                      (2.5 )              (2.2 )                (1.7 )

Amendments                                                                7.5                       (61.5 )               1.0                  (0.9 )

Settlements                                                            (7.1 )
Gain/(loss) from changes in actuarial assumptions                     (95.8 )                   157.4                    53.4               58.0
Experience gain/(loss)                                                                           42.3                                        1.3
Benefits paid                                                        127.3                      116.7                34.9                   34.7
Benefit obligation at end of year                            $    (1,610.4 ) $               (1,431.1 ) $          (556.0 )       $       (592.3 )

CHANGE IN PLAN ASSETS
Fair value of plan assets at beginning of year               $     1,718.4 $                  1,537.3
Fair value of plan assets from acquired businesses                    15.8
Actual return on plan assets                                         227.8                      258.6
Employer contribution                                                 35.3                       36.7
Plan participants' contributions                                       2.5                        2.5
Benefits paid                                                       (127.3 )                   (116.7 )

Fair value of plan assets at end of year                     $     1,872.5         $          1,718.4
Funded status                                                $       262.1         $            287.3 $            (556.0 )       $       (592.3 )

Unrecognized transition amount                                           (2.1 )                      (2.2 )

Unrecognized prior service cost                                      126.0                          149.2                (3.1 )                (3.4 )

Unrecognized net (gains)/losses from changes
in actuarial assumptions                                            (311.3 )                   (331.4 )             (67.2 )                   (17.4 )

Recognized asset (liability)                                 $           74.7      $                102.9 $        (626.3 )       $       (613.1 )

Less current portion                                                                                                 38.0                   39.1
Accrued postretirement benefit liability                                                                      $    (588.3 )       $       (574.0 )



Defined benefit pension plan assets are comprised principally of publicly traded debt and equity securities. Corning common stock represented
1.7% and 4.1% of plan assets at year-end 2000 and 1999, respectively. Corning has not funded its postretirement benefit obligations.

                                                                         81




                                                                   2002.        EDGAR Online, Inc.
The weighted-average assumptions for Corning's employee retirement plans are as follows:

                                                          Pension Benefits                   Postretirement Benefits
                                                      2000               1999           2000                        1999

Discount rate                                       7.75%             7.75% 7.75%                               7.75%
Expected return on plan assets                       9.0%              9.0%
Rate of compensation increase                        4.5%              4.5%


Corning's consolidated postretirement benefit obligation is determined by application of the terms of health care and life insurance plans,
together with relevant actuarial assumptions and health care cost trend rates. The health care cost trend rate for Corning's principal plan is
assumed to be 7.08% in 2000 decreasing gradually to 5.0% in 2010 and thereafter.

Assumed health care trend rates have a significant effect on the amounts reported for the health care plans. A one-percentage-point change in
2000 assumed health care trend rates would have the following effects:

                                                                                                                            1-Percentage-Point
                                                                                                                    Increase                   Decrease

Effect on total of service and interest cost components                                                         $           4.1          $             (3.6 )

Effect on postretirement benefit obligation                                                                                38.9                       (33.6 )



The components of net periodic benefit cost for Corning's employee retirement plans are as follows:

                                                                             Pension Benefits                                                Postretirement Benefits
                                                               2000                   1999               1998                     2000                 1999            1998

Service cost                                              $       31.8       $           26.9 $             22.6              $ 10.3              $     11.6     $       9.6

Interest cost                                                   117.4                   95.5                97.8       40.5                             39.8            40.2
Expected return on plan assets                                 (148.5 )               (132.8 )            (121.9 )
Amortization of transition asset                                 (0.7 )                  (0.6 )             (0.6 )                                        0.2
Amortization of net loss (gain)                                  (1.2 )                 13.5                13.1       (1.6 )
Amortization of prior service cost                               16.3                     2.2                1.8       (0.9 )                           (0.9 )          (1.1 )
Net periodic benefit cost                                        15.1                     4.7               12.8       48.3                             50.7            48.7
Recognition of curtailment and settlement                        11.5                     5.4               14.2 (1)
Recognition of special termination benefits                                                                  7.5                                                         0.5
Total cost                                                $       26.6       $           10.1 $             34.5     $ 48.3 $                           50.7     $      49.2



(1)
      Included in the gain on sale of the consumer housewares business, which is recorded in income from discontinued operations.



Measurement of postretirement benefit expense is based on assumptions used to value the postretirement benefit obligation at the beginning of
the year. In addition to defined benefit retirement plans, Corning offers defined contribution plans covering employees meeting certain
eligibility requirements. Total consolidated defined contribution expense was $80.9 million in 2000, $50.0 million in 1999 and $39.5 million in
1998.

                                                                                 82




                                                                             2002.           EDGAR Online, Inc.
6. Taxes on Income (in millions)

                                                                                     2000        1999        1998

Income from continuing operations before taxes on income:
                                    U.S. companies                                 $ 762.7 $     526.7 $     378.5

                                     Non-U.S. companies                               (71.3 )    148.2       103.8

Income before taxes on income                                                      $ 691.4 $     674.9 $     482.3

Taxes on income from continuing operations                                         $ 407.1 $     207.1 $     149.5

Effective tax rate reconciliation:
                                     Statutory U.S. tax rate                           35.0 %      35.0 %      35.0 %

                                     State taxes, net of federal benefit                3.9         0.8         0.8
                                     Acquisition-related costs (1)                     27.1
                                     Foreign and other tax credits                                 (0.4 )      (0.8 )

                                     Lower taxes on subsidiary earnings                (7.4 )      (2.4 )      (5.7 )

                                     Other                                              0.3        (2.3 )       1.7

Effective tax rate                                                                     58.9 %      30.7 %      31.0 %

Current and deferred tax expense (benefit) from continuing operations:
Current:
                                     U.S.                                          $ 306.2 $       92.9 $      96.4

                                     State and municipal                               66.4         3.4        10.6
                                     Foreign                                           82.9        68.0        40.5
Deferred:
                                     U.S.                                             (37.0 )      40.0         3.7

                                     State and municipal                              (17.4 )       5.4        (0.9 )

                                     Foreign                                            6.0        (2.6 )      (0.8 )

Taxes on income from continuing operations                                         $ 407.1 $     207.1 $     149.5



(1)
  Includes non-taxable in-process research and development, non-taxable amortization of purchased intangibles and goodwill and other
merger-related expenses.



                                                                       83




                                                                    2002.   EDGAR Online, Inc.
The tax effects of temporary differences and carryforwards that gave rise to significant portions of the deferred tax assets and liabilities as of
year end are comprised of the following:

                                                                           2000         1999

Postretirement medical and life benefits                             $      234.8 $      240.9

Other employee benefits                                                      33.0         59.2
Other accrued liabilities                                                    49.3         29.8
Restructuring reserves                                                        3.0          3.3
Loss and tax credit carryforwards                                           114.0         83.9
Other                                                                        57.7         37.4
Gross deferred tax assets                                                   491.8        454.5
Deferred tax assets valuation allowance                                     (44.7 )      (50.3 )

Deferred tax assets                                                         447.1         404.2
Fixed assets                                                               (255.5 )      (176.5 )

Pensions                                                                    (41.6 )       (41.0 )

Other                                                                       (37.9 )       (29.0 )

Deferred tax liabilities                                                   (335.0 )      (246.5 )

Net deferred tax assets                                              $      112.1 $      157.7



The change in the total valuation allowance for the years ended December 31, 2000 and 1999, was a decrease of $5.6 million and an increase of
$16.5 million, respectively.

Corning currently provides income taxes on the earnings of foreign subsidiaries and associated companies to the extent such earnings are
currently taxable or expected to be remitted. Taxes have not been provided on $777.1 million of accumulated foreign unremitted earnings
which are expected to remain invested indefinitely. It is not practicable to estimate the amount of additional tax that might be payable on the
foreign earnings; however, if these earnings were remitted, income taxes payable would be provided at a rate which is significantly lower than
the effective tax rate.

Corning, as required, provided for tax on undistributed earnings of its domestic subsidiaries and affiliated companies beginning in 1993 even
though these earnings have been and will continue to be reinvested indefinitely. Corning estimates that $32.1 million of tax would be payable
on pre-1993 undistributed earnings of its domestic subsidiaries and affiliated companies should the unremitted earnings reverse and become
taxable to Corning. Corning expects these earnings to be reinvested indefinitely.

Deferred income tax benefits totaling $172.6 million and $113.5 million were included in other current assets at year-end 2000 and 1999,
respectively. At December 31, 2000, Corning had tax benefits attributable to loss carryforwards and credits aggregating $114.0 million that
expire at various dates through 2014.

7. Provision for Restructuring

In the second quarter of 1998, Corning recorded a restructuring charge of $84.6 million ($49.2 million after tax and minority interest). The
charge was comprised of early retirement incentives offered to certain salaried non-union employees 55 years old or older satisfying service
criteria and severance costs associated with workforce reductions of other non-union employees. The restructuring charge related to
approximately 650 employees, all of whom were terminated as of June 30, 1999. Corning determined in the fourth quarter of 1999 that the total
costs of the incentive package would be less than anticipated. Consequently, Corning released restructuring reserves totaling $14.1 million
($8.6 million after tax), in the fourth quarter of 1999. All payments associated with this program have been

                                                                           84




                                                                         2002.    EDGAR Online, Inc.
made at December 31, 2000. Management estimates that the annualized cost savings related to this program is approximately $30 million per
year after taxes.

8. Other Accrued Liabilities (in millions)

Other accrued liabilities at December 31, included the following:

                                                                                                  2000      1999

                           Taxes on income                                                    $    185.8 $ 115.0
                           Restructuring reserves                                                            7.8
                           Wages and employee benefits                                             300.7   224.5
                           Dividends payable to minority shareholders                                       95.0
                           Other liabilities                                                       479.1   273.0
                           Other accrued liabilities                                          $    965.6 $ 715.3



9. Long-Term Debt and Loans Payable (in millions)

                                                                                              2000          1999

LOANS PAYABLE
Current portion of long-term debt                                                         $       128.4 $          45.6

Other short-term borrowings                                                                                    375.1
                                                                                          $       128.4 $      420.7

LONG-TERM DEBT
Series B senior notes, 8.25%, due 2002                                                    $        14.4 $          21.5

Debentures, 8.25%, due 2002                                                                        75.0            75.0
Debentures, 6%, due 2003                                                                           99.8            99.8
Euro notes, 5.625%, due 2005                                                                      180.5
Debentures, 7%, due 2007, net of unamortized discount of $32.3million in 2000 and                  67.7            65.4
$34.6million in 1999
Notes, 6.73%, due 2008                                                                                          32.8
Convertible notes, 4.875%, due 2008                                                                99.5        100.0
Notes, 6.83%, due 2009                                                                                          27.2
Notes, 6.3%, due 2009                                                                           150.0          150.0
Euro notes, 6.25%, due 2010                                                                     270.0
Debentures, 6.75%, due 2013                                                                      99.6              99.6
Zero coupon convertible debentures, 2%, due 2015                                              2,018.3
Debentures, 8.875%, due 2016                                                                     74.5          74.5
Debentures, 8.875%, due 2021                                                                     74.9          74.9
Debentures, 7.625%, putable in 2004, due 2024                                                    99.8          99.7
Medium-term notes, average rate 7.8%, due through 2025                                          254.0         265.0
Debentures, 6.85%, due 2029                                                                     149.7         149.7
Other, average rate 6.5%, due through 2016                                                      367.1         200.9
                                                                                              4,094.8       1,536.0
Less current maturities                                                                         128.4          45.6
                                                                                          $   3,966.4 $     1,490.4



At December 31, 2000 and 1999, the weighted-average interest rate on short-term borrowings was 6.1%.

                                                                        85




                                                                    2002.    EDGAR Online, Inc.
The following table shows the maturities by year of the total long-term debt obligations at December 31:

    2002      2003      2004      2005       2006-2029

$   181.9 $   269.7 $ 19.5 $      185.6 $        3,309.7


Based on borrowing rates currently available to Corning for loans with similar terms and maturities, the fair value of long-term debt was $3.8
billion at year-end 2000.

In February 1998, Oak issued $100 million of convertible subordinated notes bearing interest at 4.875% due in 2008. The notes are convertible
into 6.3 million shares of Corning common stock at a conversion price of approximately $16 per share.

In January 2000, Corning called and retired two long-term note issues of Siecor Corporation, 6.73% due 2008 and 6.83% due 2009, in the
aggregate principal amount of $60.0 million. In January 2000, Corning repaid all outstanding indebtedness under Oak's revolving credit facility,
which approximated $98 million, and terminated the remaining revolving credit commitment of $250 million with Oak's existing bank group.

In February 2000, Corning issued EUR 500 million of Euro-denominated notes in two tranches: EUR 200 million at 5.625% due February 18,
2005 and EUR 300 million at 6.25% due February 18, 2010. Interest is payable on February 1 of each year beginning in 2001. The notes are
not redeemable before they mature, unless Corning becomes obligated to pay additional amounts because of changes in U.S. withholding tax
requirements. The net proceeds of approximately $485 million were used to finance a portion of the Siemens transaction.

Corning has available a revolving line of credit with a syndicate of banks for $2billion. The line of credit expires in August 2005, unless
extended. There were no borrowings under the agreement at December 31, 2000. The revolving credit agreements provide for borrowing of
U.S. dollars and Eurocurrency at various rates.

In November 2000, Corning completed an offering of $2.7 billion (amount due at maturity) of zero coupon convertible debentures which
generated net proceeds of approximately $2billion. The initial price of the debentures was $741.92 with a 2% yield annually. Interest is
compounded semi-annually with a 25% conversion factor. The debentures mature on November 8, 2015, and are convertible into
approximately 22.6 million shares of Corning common stock at the rate of 8.3304 per $1,000 principal amount. Corning may call the
debentures at any time on or after November 8, 2005. The debentures may be redeemed for $819.54 on November 8, 2005 and $905.29 on
November 8, 2010. The holder can convert the debenture into Corning common stock at any time prior to maturity or redemption. The proceeds
were used to finance a portion of the Pirelli acquisition. Deferred financing costs totaled approximately $40.9 million and are being amortized
ratably over the term of the debentures.

10. Mandatorily Redeemable Convertible Preferred Stock

Corning has 10 million authorized shares of Series Preferred Stock, par value $100 per share. Of the authorized shares, Corning has designated
2.4 million shares as Series A Junior Participating Preferred Stock for which no shares have been issued.

At December 31, 2000, 1999 and 1998, 86,800, 134,700 and 178,700 shares of Series B Convertible Preferred Stock were outstanding,
respectively. Each Series B share is convertible into 14.37 shares of Corning common stock and has voting rights equivalent to 14 common
shares. The Series B shares were sold exclusively to the trustee of Corning's existing employee investment plans, based upon directions from
plan participants. Participants may cause Corning to redeem the shares at 100% of par upon reaching age 55 or later, retirement, termination of
employment or in certain cases of financial hardship. The Series B shares are redeemable by Corning at $100 per share.

                                                                       86




                                                                    2002.    EDGAR Online, Inc.
11. Common Shareholders' Equity

On January 31, 2000, Corning completed an equity offering of 44.85 million shares of common stock generating net proceeds to Corning of
approximately $2.2 billion. On November 6, 2000, Corning completed an equity offering of 34.5 million shares of common stock generating
net proceeds to Corning of approximately $2.4 billion.

On April 27, 2000, the shareholders of Corning approved an increase to the authorized number of shares of common stock from 500 million to
1.2 billion shares and on November 8, 2000, the shareholders of Corning approved an increase to the authorized number of shares of common
stock from 1.2 billion to 3.8 billion shares. In August 2000, Corning authorized a three-for-one stock split of its common stock, effected in the
form of a stock dividend, which was distributed on October 3, 2000, to shareholders of record on September 5, 2000. All of the share and per
share data in these financial statements and footnotes have been retroactively adjusted to reflect the stock split.

Corning has established the Corning Stock Ownership Trust (CSOT) to fund a portion of future employee purchases and company contributions
of common stock to Corning's Investment and Employee Stock Purchase Plans (the Plans). Corning sold 12 million treasury shares to the
CSOT. At December 31, 2000, 4.5 million shares remained in the CSOT. Shares held by the CSOT are not considered outstanding for earnings
per common share calculations until released to the Plans.

Corning repurchased approximately 4.2 million and 6.0 million shares of its common stock in 1999 and 1998, respectively. No shares of
common stock were repurchased in 2000.

In June 1996, the Board of Directors approved the renewal of the Preferred Share Purchase Right Plan which entitles shareholders to purchase
0.01 of a share of Series A Junior Participating Preferred Stock upon the occurrence of certain events. In addition, the rights entitle shareholders
to purchase shares of common stock at a 50 percent discount in the event a person or group acquires 20 percent or more of Corning's
outstanding common stock. The preferred share purchase rights became effective July 15, 1996 and expire July 15, 2006.

Components of other comprehensive income (loss) accumulated in shareholders' equity are as follows (in millions):

                                                                                      Foreign            Unrealized            Accumulated
                                                                                     currency           gains (losses)             other
                                                                                    translation        on marketable          comprehensive
                                                                                    adjustment           securities            income (loss)
DECEMBER 31, 1997                                                              $           (34.1 ) $              0.2     $             (33.9 )

Foreign currency translation adjustment                                                     38.3                                         38.3
Unrealized loss on marketable securities (net of tax of $0.6million)                                             (1.0 )                  (1.0 )

Realized gains on securities                                                                                     (0.2 )                  (0.2 )

DECEMBER 31, 1998                                                              $             4.2 $               (1.0 ) $                 3.2
Foreign currency translation adjustment                                                    (53.8 )                                      (53.8 )

Unrealized gain on marketable securities (net of tax of $14.9million)                                           23.2                     23.2
Realized gains on securities (net of tax of $2.1million)                                                        (3.2 )                   (3.2 )

DECEMBER 31, 1999                                                              $           (49.6 ) $            19.0      $             (30.6 )

Foreign currency translation adjustment                                                   (118.3 )                                    (118.3 )

Unrealized gain on marketable securities (net of tax of $20.8million)                                           32.6                     32.6
Realized gains on securities (net of tax of $6.7million)                                                       (10.6 )                  (10.6 )

DECEMBER 31, 2000                                                              $          (167.9 ) $            41.0      $           (126.9 )



                                                                         87




                                                                       2002.       EDGAR Online, Inc.
12. Earnings Per Common Share

Basic earnings per share is computed by dividing income available to common shareholders (the numerator) by the weighted-average number of
common shares outstanding (the denominator) for the period. Diluted earnings per share assumes that any dilutive convertible preferred shares,
subordinated notes and convertible zero coupon debentures outstanding at the beginning of the year were converted at those dates, with related
preferred stock dividend requirements and outstanding common shares adjusted accordingly. It also assumes that outstanding common shares
were increased by shares issuable upon exercise of those stock options for which market price exceeds the exercise price, less shares which
could have been purchased by Corning with the related proceeds.

A reconciliation of the basic and diluted earnings per share from continuing operations computations for 2000, 1999 and 1998 are as follows:

                                                                                                        For the years ended December 31,
                                                                        2000                                           1999                                           1998
                                                         Income       Weighted-      Per Share         Income        Weighted-       Per Share        Income        Weighted-       Per Share
                                                                       Average                                        Average                                        Average
                                                                        Shares           Amount                        Shares            Amount                       Shares            Amount
                                                                     (in millions)                                  (in millions)                                  (in millions)
Net income from continuing operations                $     409.5                                   $     511.0                                    $      354.8
Less: Preferred stock dividends                             (0.8 )                                         (1.2 )                                         (1.5 )

BASIC EARNINGS PER SHARE                                   408.7            858.4    $      0.48         509.8             765.3     $     0.67          353.3            733.2     $      0.48
EFFECT OF DILUTIVE SECURITIES
Options                                                                      20.6                                             15.6                                            9.9
Contingent shares from acquisitions                                            0.3
Convertible preferred securities of subsidiary                                                             2.3                 5.7                       13.7                34.5
Convertible subordinated notes                                                                             3.4                 6.3
Mandatorily redeemable convertible preferred stock                                                         1.2                 2.1
DILUTED EARNINGS PER SHARE                           $     408.7            879.3    $      0.46   $     516.7             795.0     $     0.65   $      367.0            777.6     $      0.47




At December 31, 2000, the convertible shares from the preferred stock, the subordinated notes and the zero coupon convertible debentures
were not included in the calculation of diluted earnings per share due to the anti-dilutive effect they would have had on earnings per share if
converted. Also, the 2000 computation of diluted earnings per share excluded 23.7 million options since the option exercise price was greater
than the average market price of the common shares for the period.

During the first quarter of 1999, the Convertible Monthly Income Preferred Securities (MIPS) were redeemed and converted into 34.5 million
shares of Corning common stock. The MIPS dividends paid prior to the date of the conversion are reflected within the dilutive earnings per
share calculation for 1999.

At December 31, 1998, 178,700 shares of Series B Convertible Preferred Stock were outstanding. Each Series B share is convertible into 14.37
shares of Corning common stock. In addition, the convertible subordinated notes were also outstanding. These notes were convertible into 5.4
million

                                                                                            88




                                                                                         2002.     EDGAR Online, Inc.
weighted-average shares of Corning common stock. The convertible shares from the preferred stock and the subordinated notes were not
included in the calculation of diluted earnings per share in 1998 due to the anti-dilutive effect they would have had on earnings per share if
converted.

13. Stock Compensation Plans

At December 31, 2000, Corning's stock compensation programs are in accordance with the 2000 Employee Equity Participation Program and
2000 Equity Plan for Non-Employee Directors Program (Programs). For calendar years beginning January 1, 2001, 3.5% of Corning's Common
Stock Outstanding at the beginning of the year and any ungranted shares from prior years will be available for grant in the current year. At
December 31, 2000, 41.9 million shares will be available under the Programs for 2001. Any remaining shares available for grant but not yet
granted will be carried over and used in the following year.

Stock Option Plan

Corning stock option plans provide non-qualified and incentive stock options to purchase unissued or treasury shares at the market price on the
grant date and generally become exercisable in installments from one to five years from the grant date. The maximum term of non-qualified and
incentive stock options is 10 years from the grant date.

Option activity for the three years ended December 31, 2000 was:

                                                                                             Number                 Weighted-
                                                                                            of Shares                Average
                                                                                                                   Exercise Price
                                                                                          (in thousands)


                          Options   outstanding January 1, 1998                                 36,747         $            8.99
                          Options   granted under Plans                                         11,259                     11.17
                          Options   exercised                                                   (3,450     )                6.79
                          Options   terminated                                                    (738     )               10.24
                          Options   outstanding January 1, 1999                                 43,818         $            9.70
                          Options   granted under Plans                                          7,623                     21.66
                          Options   exercised                                                  (15,234     )                8.77
                          Options   terminated                                                    (918     )               12.00
                          Options   outstanding January 1, 2000                                 35,289         $           12.63
                          Options   granted under Plans                                         23,549                     66.27
                          Options   issued in Acquisitions                                       4,456                     26.55
                          Options   exercised                                                  (17,297     )               10.62
                          Options   terminated                                                    (994     )               42.78
                          Options   outstanding December 31, 2000                               45,003         $           42.27



The number of options exercisable and the corresponding weighted-average exercise price was 12.0 million and $11.32 at December 31, 2000,
14.1 million and $10.36 at December 31, 1999 and 21.3 million and $8.95 at December 31, 1998. The weighted-average fair value of options
granted was $38.46 in 2000, $8.29 in 1999 and $4.11 in 1998.

                                                                        89




                                                                     2002.    EDGAR Online, Inc.
The following table summarizes information about stock options outstanding at December 31, 2000:

                                                                                                             Options Exercisable
                                             Options Outstanding
                                                                                                      Number
                                                                                                   Exercisable at
                                                                                                 December 31, 2000
                                                                                                   (in thousands)
       Range of            Number                 Remaining                   Weighted-                                         Weighted-
    Exercise Prices    Outstanding at           Contractual Life               Average                                           Average
                      December 31, 2000            in Years                  Exercise Price                                    Exercise Price
                        (in thousands)
$0.16 to 8.70                        4,472                         5.1   $                7.68                 4,122       $               7.91
$8.84 to 8.96                         349                          4.3   $                8.85                  349        $               8.85
$9.38 to 9.49                       5,179                          7.7   $                9.38                 1,902       $               9.38
$9.54 to 13.50                      3,402                          5.7   $               11.56                 3,059       $              11.35
$13.52 to 31.78                     3,848                          7.9   $               17.76                 2,306       $              16.36
$31.83 to 41.95                     3,794                          9.0   $               33.75                  229        $              36.89
$48.33 to 55.08                     5,833                          9.8   $               53.97                   12        $              53.64
$55.48 to 69.56                     4,698                          9.3   $               61.80                   10        $              62.91
$70.08 to 70.75                     5,675                          9.9   $               70.75
$71.04 to 72.38                     6,987                          9.4   $               72.11
$72.99 to 111.00                      766                          9.6   $               91.46
                                   45,003                          8.4   $               42.27                11,989       $              11.32




Incentive Stock Plans

The Corning Incentive Stock Plan permits stock grants, either determined by specific performance goals or issued directly, in most instances,
subject to the possibility of forfeiture and without cash consideration.

In 2000, 1999 and 1998, grants of 1,429,000 shares, 1,236,000 shares and 2,094,000 shares, respectively, were made under this plan. The
weighted-average price of the grants was $61.07 in 2000, $21.87 in 1999 and $11.17 in 1998, respectively. A total of 7.1 million shares issued
remain subject to forfeiture at December 31, 2000.

In October 1995, the Financial Accounting Standards Board issued Statement No. 123, "Accounting for Stock-Based Compensation" (FAS
123). This statement defines a fair value-based method of accounting for employee stock options and similar equity investments and encourages
adoption of that method of accounting for employee stock compensation plans. However, it also allows entities to continue to measure
compensation cost for employee stock compensation plans using the intrinsic value-based method of accounting prescribed by Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25). Corning applies APB 25 accounting for its
stock-based compensation plans. Compensation expense is recorded for awards of shares or share rights over the period earned. Compensation
expense of $31.0 million, $7.2 million and $5.4 million was recorded in 2000, 1999 and 1998, respectively.

Worldwide Employee Share Purchase Plan

In addition to the Stock Option Plan and Incentive Stock Plans, Corning has a Worldwide Employee Share Purchase Plan (WESPP). Under the
WESPP, substantially all employees can elect to have up to 10% of their annual wages withheld to purchase Corning common stock. The
purchase price of the stock is 85% of the lower of the beginning-of-quarter or end-of-quarter market price. The Corning Stock Ownership Trust
is utilized to fund a portion of employee purchases of common stock under the WESPP.

                                                                                    90




                                                                                 2002.        EDGAR Online, Inc.
Pro Forma Impact of FAS 123

Corning has adopted the disclosure-only provisions of FAS 123. If Corning had elected to recognize compensation expense under FAS 123,
Corning's net income in 2000, 1999 and 1998 would have decreased by $113.8 million, $28.7 million and $19.0 million, respectively. Corning's
diluted earnings per share amounts in 2000, 1999 and 1998 would have decreased by $0.13, $0.04 and $0.02, respectively.

FAS 123 requires that reload options be treated as separate grants from the related original option grants. Under Corning's reload program,
upon exercise of an option, employees may tender unrestricted shares owned at the time of exercise to pay the exercise price and related tax
withholding, and receive a reload option covering the same number of shares tendered for such purposes at the market price on the date of
exercise. The reload options vest in one year and are only granted in certain circumstances according to the original terms of the option being
exercised. The existence of the reload feature results in a greater number of options being measured.

For purposes of FAS 123 the fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The
following are weighted-average assumptions used for grants under Corning stock plans and predecessor Oak plans in 2000, 1999 and 1998,
respectively:

                                           Corning Option Plan     Corning Incorporated           Oak
For Options Granted During                        2000           1999               1998   1999         1998


Risk Free Interest Rate                                   5.8% 5.7%                4.4% 5.7%        4.9%
Dividend Yield                                           0.36% 0.40%              0.57%
Expected Volatility                                        65%   33%                29% 49%         45%


14. Commitments, Contingencies, Guarantees and Hedging Activities

Commitments and Guarantees

Minimum rental commitments under leases outstanding at December 31, 2000 are (in millions):

   2001       2002       2003   2004    2005      2006-2021

$ 55.4 $ 50.1 $ 45.7 $           41.2 $ 38.5 $           188.9


Total rental expense amounted to approximately $72.1 million for 2000, $64.1 for 1999 and $58.3 million for 1998.

At December 31, 2000, future minimum lease payments to be received under a noncancelable sublease to Quest Diagnostics totaled $53.5
million. Quest Diagnostics, in turn, has a noncancelable sublease covering approximately $35.7 million of the minimum lease payments due to
Corning. Corning has agreed to indemnify Quest Diagnostics should Quest Diagnostics' sublessee default on the minimum lease payments.
Additionally, Corning continues to guarantee certain obligations of Quest Diagnostics totaling $14.1 million.

In January 1998, Corning completed a sale leaseback transaction related to certain equipment assets that resulted in gross proceeds of
approximately $95 million. During 2000 Corning elected to repurchase the assets for approximately $95 million.

The ability of certain subsidiaries and associated companies to transfer funds is limited by provisions of certain loan agreements and foreign
government regulations. At December 31, 2000, the amount of equity subject to such restrictions for consolidated subsidiaries totaled $55.1
million. While this amount is legally restricted, it does not result in operational difficulties since Corning has generally permitted subsidiaries to
retain a majority of equity to support their growth programs. At December 31,

                                                                          91




                                                                        2002.    EDGAR Online, Inc.
2000, loans of equity affiliates guaranteed by Corning totaled $37.4 million. In addition, Corning and certain of its subsidiaries have provided
other financial guarantees and contingent liabilities in the form of loan guarantees, stand-by letters of credit and performance bonds. The
amounts of these obligations are represented in the following table. Corning believes that all of the guarantees and almost all of the other
contingent liabilities will expire without being funded (in millions):

                                                Loan Guarantees                               $ 103

                                                Stand-by Letters of Credit                       45
                                                Performance Bonds                               317
                                                Total                                         $ 465




Hedging Activities

Corning operates and conducts business in many foreign countries. As a result, there is exposure to potentially adverse movement in foreign
currency rate changes. Corning enters into foreign exchange forward and option contracts with durations generally 12 months or less to reduce
its exposure to exchange rate risk on foreign source income and purchases. The objective of these contracts is to neutralize the impact of
foreign currency exchange rate movements on Corning's operating results.

Corning engages in foreign currency hedging activities to reduce the risk that changes in exchange rates will adversely affect the eventual net
cash flows resulting from the sale of products to foreign customers and purchases from foreign suppliers. The hedge contracts reduce the
exposure to fluctuations in exchange rate movements because the gains and losses associated with foreign currency balances and transactions
are generally offset with gains and losses of the hedge contracts. Because the impact of movements in foreign exchange rates on hedge contracts
offsets the related impact on the underlying items being hedged, these financial instruments help alleviate the risk that might otherwise result
from currency exchange rate fluctuations.

The following table (in millions) summarizes the notional amounts and respective fair values of the derivative financial instruments at
December 31, 2000. These contracts are held by Corning and its subsidiaries and mature at varying dates:

                                                                                           Notional Amount      Fair Value

                             Foreign exchange forward contracts                        $              526.4 $        15.4
                             Foreign exchange option contracts                         $              121.7 $         1.7



In December 1998, one of Corning's subsidiaries entered into financing agreements which provide for the sale of certain future yen based
revenues, beginning February 1999 and expiring in December 2001. These contracts were terminated in 2000. These contracts required the
counterparty to advance U.S. dollars in amounts up to $10.1 million each month and Corning to repay the notes only to the extent of future yen
denominated revenues. The obligations under these contracts were not cancelable by either party. Borrowings under the agreements bore
interest at a premium to the Eurodollar rate. Transaction gains or losses related to these contracts were deferred and recognized as an
adjustment to the revenue securing the note repayments. Borrowings were recorded on the balance sheet only to the extent they were
outstanding. The cumulative borrowings between January 2000 and July 2000 and those for February 1999 and December 1999 were $60.4
million and $95.0 million, respectively. Cumulative repayments approximated 6.6 billion and 9.4 billion yen for the same periods.

                                                                       92




                                                                     2002.    EDGAR Online, Inc.
15. Discontinued Operations

Distribution of shares of Quest Diagnostics and Covance Inc.

On December 31, 1996, Corning distributed shares of Quest Diagnostics Incorporated and Covance Inc., which collectively comprised
Corning's Health Care Services Segment, to its shareholders on a pro rata basis (the Distributions). Corning agreed to indemnify Quest
Diagnostics on an after-tax basis for the settlement of certain government claims and against certain other claims that were pending at
December 31, 1996. Coincident with the Distributions, Corning recorded a payable to Quest Diagnostics of approximately $25 million, which
was management's best estimate of amounts which were probable of being paid by Corning to Quest Diagnostics to satisfy the remaining
indemnified claims on an after-tax basis. Quest Diagnostics settled a significant matter with the Department of Justice late in 2000 requiring
Corning to reimburse Quest Diagnostics $9 million. As a result, in the fourth quarter Corning released reserves totaling $12.5 million after tax
in excess of the indemnified settlement between Quest Diagnostics and the Department of Justice.

Recapitalization and sale of the consumer housewares business

On April 1, 1998, Corning completed the recapitalization and sale of a controlling interest in its consumer housewares business to an affiliate of
Borden, Inc. Corning received cash proceeds of $593 million and continues to retain a three percent interest in World Kitchen Inc., formerly
Corning Consumer Products Company.

During the fourth quarter of 1999 certain indemnification agreements related to this transaction expired. As a result, Corning recorded income
from discontinued operations of $7.9 million ($4.8 million after tax), from the release of reserves provided at the date of the transaction.

Summarized results of Corning's discontinued operations are as follows (in millions):

                                                                                                     2000    1999       1998

                    Sales                                                                                           $   116.8
                    Loss before income taxes                                                                        $    (0.9 )
                    Income tax benefit                                                                                   (0.3 )
                    Loss from operations, net of income taxes                                                            (0.6 )
                    Gain on sale of consumer housewares business, net of tax of $3.1 million                $ 4.8 $      67.1
                    and $75.8 million, respectively
                    Reversal of provision for loss on Distributions                               $ 12.5
                    Discontinued operations, net of income taxes                                  $ 12.5 $ 4.8 $         66.5




The results of operations from the consumer housewares business are for the period through March 31, 1998. Results of the discontinued
businesses include allocations of consolidated interest expense totaling $2.7 million in 1998. The allocation was based on the ratio of net assets
of discontinued operations to consolidated net assets.

                                                                        93




                                                                     2002.    EDGAR Online, Inc.
                                            Corning Incorporated and Subsidiary Companies
                                             Schedule II—Valuation Accounts and Reserves

Year Ended December 31, 2000                                                   Balance at           Additions          Net           Balance at
                                                                                12-31-99                            Deductions        12-31-00
                                                                                                                    and Other
Doubtful accounts and allowances                                           $            19.9 $             30.4 $            3.7 $        46.6
Deferred tax assets valuation allowance                                    $            50.3                    $            5.6 $        44.7
Accumulated amortization of goodwill and other intangible assets           $           112.3 $            248.7 $            5.9 $       355.1
Reserves for accrued costs of business restructuring                       $             7.8                    $            7.8


Year Ended December 31, 1999                                                       Balance at       Additions          Net           Balance at
                                                                                    12-31-98                        Deductions        12-31-99
                                                                                                                    and Other
Doubtful accounts and allowances                                               $          18.1 $           23.3 $           21.5 $         19.9
LIFO valuation                                                                 $          19.1                  $           19.1
Deferred tax assets valuation allowance                                        $          33.8 $           16.5                  $        50.3
Accumulated amortization of goodwill and other intangible assets               $          90.3 $           31.1 $            9.1 $       112.3
Reserves for accrued costs of business restructuring                           $          61.3                  $           53.5 $         7.8


Year Ended December 31, 1998                                                           Balance at       Additions          Net        Balance at
                                                                                        12-31-97                        Deductions     12-31-98
                                                                                                                        and Other
Doubtful accounts and allowances                                                   $        13.3    $       20.5    $        15.7 $        18.1
LIFO valuation                                                                     $        20.8    $        5.2    $         6.9 $        19.1
Deferred tax assets valuation allowance                                            $        22.0    $       11.8                  $        33.8
Accumulated amortization of goodwill and other intangible assets                   $        68.7    $       26.2    $         4.6 $        90.3
Reserves for accrued costs of business restructuring                                                $       84.6    $        23.3 $        61.3


                                                                     94




                                                                   2002.   EDGAR Online, Inc.
                                                        Corning Incorporated and Subsidiary Companies
                                                QUARTERLY OPERATING RESULTS AND RELATED MARKET DATA
                                                            (In millions, except per share amounts)
                                                                           (unaudited)

                                                                                                     First             Second              Third             Fourth             Total
                                                                                                    Quarter            Quarter            Quarter            Quarter            Year
2000
Revenues                                                                                        $      1,381.7     $      1,802.5     $      1,944.0     $      2,144.9     $    7,273.1
Gross profit                                                                                            563.6              745.7               803.1              883.6          2,996.0
Income (loss) from continuing operations before income taxes,                                           136.8              254.3               320.3              (20.0 )          691.4
minority interest and equity earnings
Taxes on income (loss) from continuing operations                                                         54.9             136.9               111.7              103.6            407.1
Minority interest in earnings of subsidiaries                                                             (2.6 )             (7.5 )             (7.3 )             (6.3 )          (23.7 )

Equity in earnings of associated companies                                                                33.9               39.3               52.3               59.7            185.2
Impairment of equity investment                                                                          (36.3 )                                                                   (36.3 )

Income (loss) from continuing operations                                                        $         76.9     $       149.2      $        253.6     $        (70.2 ) $        409.5

Income from discontinued operations, net of income tax (1)                                                                                                         12.5             12.5
Net income (loss)                                                                               $         76.9     $       149.2      $        253.6     $        (57.7 ) $        422.0


Basic Earnings (Loss) Per Share
                                                    Continuing operations                       $         0.09     $         0.18     $         0.29     $        (0.08 ) $         0.48

                                                    Discontinued operations (1)                                                                                    0.02             0.01
                                                    Net income (loss)                           $         0.09     $         0.18     $         0.29     $        (0.06 ) $         0.49

Diluted Earnings (Loss) Per Share
                                                    Continuing operations                       $         0.09     $         0.17     $         0.28     $        (0.08 ) $         0.46

                                                    Discontinued operations (1)                                                                                    0.02             0.02
                                                    Net income (loss)                           $         0.09     $         0.17     $         0.28     $        (0.06 ) $         0.48

Dividend declared                                                                               $         0.06     $         0.06     $         0.06     $         0.06     $       0.24
Price range
                                                    High                                        $       73.33      $       89.96      $       113.11     $      105.94
                                                    Low                                                 34.58              48.33               77.58              52.81
1999
Revenues                                                                                        $      1,007.0     $      1,141.0     $      1,284.0     $      1,380.5     $    4,812.5
Gross profit                                                                                            383.2              436.4               478.2              513.0          1,810.8
Income from continuing operations before income taxes, minority interest and equity earnings            121.0              169.9               184.1              199.9            674.9
Taxes on income from continuing operations                                                                37.3               52.3               55.7               61.8            207.1
Minority interest in earnings of subsidiaries                                                            (10.1 )            (17.4 )            (18.6 )            (20.7 )          (66.8 )

Dividends on convertible preferred securities of subsidiary                                               (2.3 )                                                                    (2.3 )

Equity in earnings of associated companies                                                                21.2               30.8               32.1               28.2            112.3
Income from continuing operations                                                               $         92.5     $       131.0      $        141.9     $        145.6     $      511.0
Income from discontinued operations, net of income tax (1)                                                                                                          4.8                 4.8
Net income                                                                                      $         92.5     $       131.0      $        141.9     $        150.4     $      515.8
Basic Earnings Per Share
                                                    Continuing operations                       $         0.12     $         0.17     $         0.18     $         0.19     $       0.67
                                                    Discontinued operations (1)
                                                    Net income                                  $         0.12     $         0.17     $         0.18     $         0.19     $       0.67
Diluted Earnings Per Share
                                                    Continuing operations                       $         0.12     $         0.17     $         0.18     $         0.18     $       0.65
                                                    Discontinued operations (1)                                                                                    0.01             0.01
                                                    Net income                                  $         0.12     $         0.17     $         0.18     $         0.19     $       0.66
Dividend declared                                                                               $         0.06     $         0.06     $         0.06     $         0.06     $       0.24
Price range
                                                    High                                        $       20.31      $       23.38      $        25.00     $        42.98
                                                    Low                                                 15.17              16.00               20.46              21.88



                                                                                               2002.    EDGAR Online, Inc.
(1)
      Discontinued operations are described in Note 15 of the Notes to Consolidated FinancialStatements.




                                                                                                    95




                                                                                                 2002.     EDGAR Online, Inc.
                                                               Corning Incorporated and Subsidiary Companies
                                                          FIVE YEARS IN REVIEW—HISTORICAL COMPARISON
                                                                   (In millions, except per share amounts)

                                                                                                       2000             1999             1998             1997             1996
Basic Earnings (Loss) Per Share
                                      Continuing operations                                        $       0.48     $      0.67      $       0.48     $      0.59      $      0.49
                                      Discontinued operations                                              0.01            0.00              0.09            0.04            (0.19 )

                                      Net income                                                   $       0.49     $      0.67      $       0.57     $      0.63      $      0.30
Diluted Earnings (Loss) Per Share
                                      Continuing operations                                        $       0.46     $      0.65      $       0.47     $      0.57      $      0.48
                                      Discontinued operations                                              0.02            0.01              0.09            0.04            (0.18 )

                                      Net income                                                   $       0.48     $      0.66      $       0.56     $      0.61      $      0.30
Dividends declared                                                                                 $       0.24     $      0.24      $       0.24     $      0.24      $      0.24
Shares used in computing per share amounts
                                      Basic earnings per share                                            858.4           765.3            733.2            728.7            726.0
                                      Diluted earnings per share                                          879.3           795.0            777.6            781.2            765.0
Operations
Net sales                                                                                          $    7,127.1     $   4,741.1      $    3,831.9     $   3,831.2      $   3,327.5
Nonoperating gains                                                                                            6.8          30.0              39.7                             21.5
Research, development and engineering expenses                                                            539.9           378.2            307.4            262.9            200.1
Amortization of purchased intangibles, including goodwill                                                 245.0            27.8              22.2            21.8             16.3
Acquisition-related charges                                                                               462.6
Provision for impairmentand restructuring                                                                                      1.4           84.6                                 5.9
Taxes on income from continuing operations                                                                407.1           207.1            149.5            223.3            174.2
Minority interest in earnings of subsidiaries                                                             (23.7 )         (66.8 )           (61.6 )         (77.4 )          (59.8 )

Dividends on convertible preferred securities of subsidiary                                                                (2.3 )           (13.7 )         (13.7 )          (13.7 )

Equity in earnings of associated companies                                                                185.2           112.3              97.3            79.2             83.8
Impairment of equity investment                                                                           (36.3 )

Income from continuing operations                                                                  $      409.5     $     511.0      $     354.8      $     430.6      $     355.2
Income (loss) from discontinued operations, net of income taxes                                            12.5                4.8           66.5            30.9           (136.9 )

Extraordinary charge, net of income taxes and minority interest                                                                                                               (0.9 )


Net Income                                                                                         $      422.0     $     515.8      $     421.3      $     461.5      $     217.4
Financial Position
Assets
                                      Working capital                                              $    2,685.7     $     430.2      $     347.7      $     326.2      $     524.2
                                      Plant and equipment, net                                          4,679.0         3,201.7           2,783.9         2,337.3          1,873.6
                                      Goodwill and other intangible assets, net                         7,339.9           506.7            506.2            472.8            426.4
                                      Total assets                                                     17,525.7         6,526.0           5,464.3         5,079.7          4,557.7
Capitalization
                                      Long-term debt                                               $    3,966.4     $   1,490.4      $    1,217.8     $   1,277.3      $   1,333.3
                                      Other liabilities                                                   829.9           720.6            682.7            636.0            605.8
                                      Minority interest in subsidiary companies                           139.1           284.8            346.1            354.3            320.8
                                      Convertible preferred securities of subsidiary                                                       365.2            365.3            365.1
                                      Mandatorily redeemable convertible preferred stock                      8.7          13.5              17.9            19.8             22.2
                                      Common shareholders' equity                                      10,632.9         2,462.7           1,706.6         1,428.5          1,132.8
                                      Total capitalization                                         $   15,577.0     $   4,972.0      $    4,336.3     $   4,081.2      $   3,780.0
SELECTED DATA
Common dividends declared                                                                          $      210.7     $     175.7      $     166.8      $     166.2      $     165.3
Preferred dividends declared                                                                       $          0.8   $          1.2   $          1.5   $          1.6   $          1.9
Capital expenditures                                                                               $    1,721.3     $     757.1      $     730.4      $     760.3      $     583.4
Depreciation and amortization                                                                      $      764.9     $     408.3      $     320.1      $     305.0      $     266.3
Number of employees (1)                                                                                 40,300           21,500           19,300           19,500           18,200
Number of common shareholders                                                                           20,140           20,200           22,100           23,600           24,300




                                                                                           2002.   EDGAR Online, Inc.
(1)
      Amounts do not include employees of discontinued operations.




                                                                       96




                                                                     2002.   EDGAR Online, Inc.
INVESTOR INFORMATION

Annual Meeting

The annual meeting of shareholders will be held on Thursday, June 21, 2001, in Corning, NY. A formal notice of the meeting together with a
proxy statement will be mailed to shareholders on or about April 23, 2001. The proxy statement can also be accessed electronically through the
Corning home page on the Internet at http://www.corning.com. A summary report of the proceedings at the annual meeting will be available
without charge upon written request to Mr. A. John Peck Jr., senior vice president and secretary, Corning Incorporated, HQ-E2-A10, Corning,
NY 14831.

Additional Information

A copy of Corning's 2000 Annual Report on Form 10-K filed with the Securities and Exchange Commission is available upon written request to
Mr. A. John Peck Jr., senior vice president and secretary, Corning Incorporated, HQ-E2-10, Corning, NY 14831. The Annual Report on Form
10-K can also be accessed electronically through the Corning home page on the Internet at http://www.corning.com.

Investor Information

Investment analysts who need additional information may contact Ms. Katherine M. Dietz, vice president of investor relations, Corning
Incorporated, HQ-E2-25, Corning, NY 14831; Telephone (607) 974-9000.

Common Stock

Corning Incorporated common stock is listed on the New York Stock Exchange and the Zurich Stock Exchange. In addition, it is traded on the
Boston, Midwest, Pacific and Philadelphia stock exchanges. Common stock options are traded on the Chicago Board Options Exchange. The
abbreviated ticker symbol for Corning Incorporated is "GLW."

Dividend Reinvestment

Corning's Dividend Reinvestment Plan allows shareholders to reinvest dividends in Corning Incorporated common stock automatically,
regularly and conveniently. In addition, participating shareholders may supplement the amount invested with voluntary cash investments. Plan
participation is voluntary and shareholders may join or withdraw at any time.

Full details of the Plan are available by writing to the Secretary of the company or to Computershare at the address listed below. Be certain to
include a reference to Corning Incorporated.

Transfer Agent, Registrar and Dividend Disbursing Agent

Computershare Investor Services LLC
P.O. Box A 3504
Chicago, IL 60690-3504
Telephone: (800) 255-0461
www.computershare.com/corporations/shareholders

For people with hearing impairments, Computershare has a Telecommunication Device for the Deaf (TDD) telephone. The listing is
Computershare, Hearing Impaired Telephone, TDD (312) 461-5633 or TDD (312) 461-5637.

                                                                        97




                                                                     2002.    EDGAR Online, Inc.
Change of Address

Report change of address to Computershare at the above address.

Independent Accountants

PricewaterhouseCoopers LLP
1301 Avenue of the Americas
New York, NY 10019

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995

The statements in this Annual Report which are not historical facts or information are forward-looking statements. These forward-looking
statements involve risks and uncertainties that may cause the outcome to be materially different. Such risks and uncertainties include, but are
not limited to:


       •
           global economic conditions,

       •
           currency fluctuations,

       •
           product demand and industry capacity,

       •
           competitive products and pricing,

       •
           sufficiency of manufacturing capacity and efficiencies,

       •
           cost reductions,

       •
           availability and costs of critical materials,

       •
           new product development and commercialization,

       •
           attracting and retaining key personnel,

       •
           facility expansions and new plant start-up costs,

       •
           the effect of regulatory and legal developments,

       •
           capital resource and cash flow activities,

       •
           capital spending,

       •
           equity company activities,

       •
           interest costs,

                                                                     2002.    EDGAR Online, Inc.
•
    acquisition and divestiture activity,

•
    the rate of technology change,

•
    the ability to enforce patents,

•
    stock price fluctuations, and

•
    other risks detailed in Corning's Securities and Exchange Commission filings.



                                                                98




                                                             2002.    EDGAR Online, Inc.
QuickLinks
PART I
      Item 1. Business
      Item 2. Properties
      Item 3. Legal Proceedings
      Item 4. Submission of Matters to a Vote of Security Holders
PART II
      Item 5. Market for the Registrant's Common Stock and Related Security Holder Matters
      Item 6. Selected Financial Data
      Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
      Item 8. Financial Statements
      Item 9. Disagreements on Accounting and Financial Disclosures
PART III
      Item 10. Directors and Executive Officers
      Item 11. Management Remuneration and Transactions
      Item 12. Security Ownership of Certain Beneficial Owners and Management
      Item 13. Certain Relationships and Related Transactions
PART IV
      Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K




                                                                 2002.   EDGAR Online, Inc.
2002.   EDGAR Online, Inc.
                               QuickLinks -- Click here to rapidly navigate through this document

                                                                    Exhibit3(i)

                                                          Corning Incorporated

                                  RESTATED CERTIFICATE OF INCORPORATION
                                   Under Section807 of the Business Corporation Law
                                                                December6, 2000

                                           RESTATED CERTIFICATE OF INCORPORATION
                                                             OF
                                                  CORNING INCORPORATED

                                               Under Section807 of the Business Corporation Law

   We, ROGER G. ACKERMAN and A. JOHN PECK, JR., being, respectively, the President and the Secretary of Corning Incorporated, a
                corporation organized under the laws of the State of New York, DO HEREBY CERTIFY as follows:

          FIRST: The name of the Corporation is Corning Incorporated. It was incorporated under the name of Corning Glass Works.

 SECOND: The Certificate of Incorporation of the Corporation (being the Preliminary Certificate of Consolidation Forming the Corporation)
                    was filed in the office of the Secretary of State of the State of New York on December24, 1936.

THIRD: The text of the Certificate of Incorporation of the Corporation, as amended heretofore, is hereby restated without further amendment to
                                                               read as follows:

                                            1.The name of the Corporation is Corning Incorporated.

                                         2.The purposes for which the Corporation is to be formed are:

  To make, manufacture, purchase, lease or otherwise acquire, dispose of or otherwise deal in and with glass, glassware, refractory, ceramic,
plastic, wood and metal products, chemicals and related products, electrical, electronic and other related products, machinery, tools, materials
 and other articles and products, including those materials which are or may be necessary or useful for the manufacture of any of the products
hereinbefore mentioned or in addition thereto; to conduct scientific and technological research; and to purchase, lease or otherwise acquire and
 to sell, dispose of or otherwise deal in and with any and all interest in real and personal property of any and all kinds, tangible or intangible,
                                 including patent rights, inventions, secret processes and other similar property.

 3.In the absence of actual fraud or bad faith, no contract or transaction between the Corporation and any other association or corporation shall
     be affected by the fact that any of the directors or officers of this Corporation are interested in or are directors or officers of such other
    association or corporation, and any director or officer of this Corporation individually may be a party to or may be interested in any such
contract or transaction of this Corporation and no such contract or transaction of this Corporation with any person or persons, firm, association
     or corporation shall be affected by the fact that any director or officer of this Corporation is a party to or interested in such contract or
transaction or in any way connected with such person or persons, firm, association or corporation, and each and every person who may become
      a director or officer of this Corporation is hereby relieved from any liability that might otherwise exist from thus contracting with the
   Corporation for the benefit of himself or any person, firm, association or corporation in which he may be in anywise interested unless it be
                                                  shown that he acted in the transaction in bad faith.

4.The total number of shares which the Corporation may henceforth have is 3,800,000,000, of which 10,000,000 shares are to have a par value
               of $100 each and 3,800,000,000 are to have a par value of $.50 each, which shares shall be classified as follows:

                             10,000,000 shares, of the par value of $100 each, are to be Series Preferred Stock; and

                                 3,800,000,000 shares, of the par value of $.50 each, are to be Common Stock.

        The relative voting, dividend, liquidation and other rights, preferences and limitations of the shares of each class are as follows:

I.The Preferred Stock may be issued from time to time in one or more series, each such series to have the number of shares and designation, and
    the shares of each such series to have such relative rights, preferences or limitations, as the Board of Directors, subject to the limitations
 prescribed by law or provided herein, may from time to time fix, before issuance, by delivering an appropriate certificate of amendment to the
                                                                       2002. of New York. The authority of the Board of Directors with respect
 Department of State pursuant to the Business Corporation Law of the State EDGAR Online, Inc.
                                   to each series shall include, but not be limited to, the fixing of the following:

                             (a)The number of shares to constitute the series and the distinctive designation thereof;
                                During the Twelve-Month period           Price Per
                                Beginning October1                        Share


                                1989                                 $      108.00
                                1990                                 $      107.00
                                1991                                 $      106.00
                                1992                                 $      105.00
                                1993                                 $      104.00
                                1994                                 $      103.00
                                1995                                 $      102.00
                                1996                                 $      101.00



and thereafter at $100 per share, plus, in each case, an amount equal to all accrued and unpaid dividends thereon to the date
  fixed for redemption. Payment of the redemption price shall be made by the Corporation in cash or shares of Common Stock,
  or a combination thereof, as permitted by paragraph(e) of this Section6. From and after the date fixed for redemption,
  dividends on shares of SeriesB Preferred Stock called for redemption will cease to accrue, such shares will no longer be
  deemed to be outstanding and all rights in respect of such shares of the Corporation shall cease, except the right to receive the
  redemption price, provided that shares of SeriesB Preferred Stock may be converted pursuant to Section5 hereof at any time
  prior to the close of business on the date fixed for redemption of such shares pursuant to Sections 6, 7 or 8 hereof. If less than
  all of the outstanding shares of SeriesB Preferred Stock are to be redeemed, the Corporation shall either redeem a portion of
  the shares of each holder determined pro rata based on the number of shares held by each holder or shall select the shares to
  be redeemed by lot, as may be determined by the Board of Directors of the Corporation.

(b)Unless otherwise required by law, notice of redemption will be sent to the holders of SeriesB Preferred Stock at the address
  shown on the books of the Corporation or any transfer agent for the SeriesB Preferred Stock by first-class mail, postage
  prepaid, mailed not less than twenty, nor more than sixty days prior to the redemption date. Each such notice shall state: (i)the
  redemption date; (ii)the total number of shares of SeriesB Preferred Stock to be redeemed and, if fewer than all the shares
  held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (iii)the redemption price;
  (iv)the place or places where certificates for such shares are to be surrendered for payment of the redemption price; (v)that
  dividends on the shares to be redeemed will cease to accrue on such redemption date; and (vi)the conversion rights of the
  shares to be redeemed, the period within which conversion rights may be exercised, and the Conversion Price and number of
  shares of Common Stock issuable upon conversion of a share of SeriesB Preferred Stock on the date such notice is sent. Upon
  surrender of the certificates for any shares so called for redemption and not previously converted (properly endorsed or
  assigned for transfer, if the




                                                         2002.   EDGAR Online, Inc.
        Board of Directors of the Corporation shall so require and the notice shall so state), such shares shall be redeemed by the
         Corporation at the date fixed for redemption and at the redemption price set forth in this Section6.

        (c)In the event (i)the Corporation terminates an employee benefit plan that holds SeriesB Preferred Stock as a result of the
          failure of the plan to obtain the approval of the Internal Revenue Service as a "qualified plan" under Section401 of the Internal
          Revenue Code of 1986, as amended (the "Code"), under circumstances permitting a return of employer contributions under
          Section403(c)(2)(B) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or (ii)the
          Corporation, in good faith after consultation with counsel to the Corporation, determines that the voting provisions contained
          herein are not in compliance with Rule19c-4 promulgated by the Securities and Exchange Commission under the Securities
          Exchange Act of 1934 (the "Exchange Act"), the Corporation may, in its sole discretion and notwithstanding anything to the
          contrary herein, elect to redeem any or all of the shares of SeriesB Preferred Stock, out of funds legally available therefor, for
          the amount of $100 per share plus an amount equal to all accrued and unpaid dividends thereon to the date fixed for
          redemption, and otherwise on the terms and conditions set forth in paragraphs (a)and (b)of this Section6.

        (d)Notwithstanding anything to the contrary in paragraph(a) of this Section6, the Corporation may, in its sole discretion, elect to
          redeem any or all of the shares of SeriesB Preferred Stock at any time on or prior to September30, 1992 on the terms and
          conditions set forth in paragraphs (a)and (b)of this Section6, out of funds legally available therefor, if the last reported sales
          price, regular way, of a share of Common Stock, as reported on the New York Stock Exchange Composite Tape or, if the
          Common Stock is not listed or admitted to trading on the New York Stock Exchange, on the principal national securities
          exchange on which such stock is listed or admitted to trading or, if the Common Stock is not listed or admitted to trading on
          any national securities exchange, on the National Market System of the National Association of Securities Dealers,Inc.
          Automated Quotation System ("NASDAQ") or, if the Common Stock is not quoted on such National Market System, the
          average of the closing bid and asked prices in the over-the-counter market as reported by NASDAQ, for at least twenty
          trading days within a period of thirty consecutive trading days ending within five days of the notice of redemption, equals or
          exceeds one hundred fifty percent of the Conversion Price (after giving effect in making such calculation to any adjustments
          required by Section9 hereof).

        (e)The Corporation, at its option, may make payment of the redemption price required upon redemption of shares of SeriesB
          Preferred Stock in cash or in shares of Common Stock, or in any combination of such shares and cash, with any such shares to
          be valued for such purpose at their Fair Market Value (as defined in paragraph(g) of Section9 hereof; provided, however , that
          in calculating their Fair Market Value, the Adjustment Period shall be deemed to be the five consecutive trading days
          preceding the date of redemption), except that any payment required to be made under paragraph(c) of Section8 hereof shall
          be made in cash.

(7) Other Redemption Rights.

        Shares of SeriesB Preferred Stock shall be redeemed by the Corporation for cash or, if the Corporation so elects, in shares of
         Common Stock, or a combination of cash and such shares, with any such shares of Common Stock to be valued for such
         purpose as provided by paragraph(e) of Section6 hereof, out of funds legally available therefor, at a redemption price of $100
         per share, plus an amount equal to all accrued and unpaid dividends thereon to the date fixed for redemption, at the option of
         the holder, at any time and from time to time upon notice to the Corporation given not less than five business days prior to the
         date fixed by the holder in such notice for such redemption, when and to the extent necessary (i)for such holder to provide for
         distributions required to be made to participants under, or to satisfy an investment election provided to participants in
         accordance with, the provisions of an




                                                              2002.   EDGAR Online, Inc.
        employee benefit plan of the Corporation pursuant to which the SeriesB Preferred Stock to be redeemed is held or (ii)for such
         holder to make payment of principal, interest or premium due and payable (whether as scheduled or upon acceleration) on
         indebtedness of the trust under such plan or any indebtedness incurred by the holder for the benefit of such plan (but only if
         necessary to remedy or prevent a default thereunder).

(8) Consolidation, Merger, etc.

        (a)In the event that the Corporation shall consummate any consolidation, merger, reclassification or similar transaction,
          pursuant to which the outstanding shares of Common Stock are by operation of law exchanged solely for or changed,
          reclassified or converted solely into stock of any successor or resulting company (including stock of the Corporation) that
          constitutes "qualifying employer securities" with respect to a holder of SeriesB Preferred Stock within the meaning of
          Section407(d)(5) of ERISA, or any successor provisions of law, and, if applicable, for a cash payment in lieu of fractional
          shares, the shares of SeriesB Preferred Stock of such holder shall, in connection with such consolidation, merger,
          reclassification or similar transaction, be assumed by and shall become validly issued and authorized preferred stock of such
          successor or resulting company, having in respect of such company insofar as reasonably practicable the same powers,
          preferences and relative, participating, optional or other special rights (including the redemption rights provided by Sections
          6, 7 and 8 hereof), and the qualifications, limitations or restrictions thereon, that the SeriesB Preferred Stock had immediately
          prior to such transaction, except that after such transaction each share of SeriesB Preferred Stock shall be convertible,
          otherwise on the same terms and conditions provided by Section5 hereof, into the number and kind of qualifying employer
          securities so receivable by a holder of the number of shares of Common Stock into which such shares of SeriesB Preferred
          Stock could have been converted immediately prior to such transaction if such holder of Common Stock failed to exercise any
          rights of election to receive any kind or amount of stock, securities, cash or other property (other than such qualifying
          employer securities and a cash payment, if applicable, in lieu of fractional shares) receivable upon such transaction (provided
          that, if the kind or amount of qualifying employer securities receivable upon such transaction is not the same for each
          non-electing share, then the kind and amount of qualifying employer securities receivable upon such transaction for each
          non-electing share shall be the kind and amount so receivable per share by a plurality of the non-electing shares). The rights of
          the SeriesB Preferred Stock as preferred stock of such successor or resulting company shall successively be subject to
          adjustments pursuant to Section9 hereof after any such transaction as nearly equivalent as reasonably practicable to the
          adjustments provided for by such section prior to such transaction. The Corporation shall not consummate any such merger,
          consolidation, reclassification or similar transaction unless all then outstanding shares of SeriesB Preferred Stock shall
          become validly issued and authorized by the successor or resulting company as aforesaid.

        (b)In the event that the Corporation shall consummate any consolidation, merger, reclassification or similar transaction,
          pursuant to which the outstanding shares of Common Stock are by operation of law exchanged for or changed, reclassified or
          converted into other stock, securities or cash or any other property, or any combination thereof, other than any such
          consideration that is constituted solely of qualifying employer securities (as referred to in paragraph(a) of this Section8) and
          cash payments, if applicable, in lieu of fractional shares, outstanding shares of SeriesB preferred Stock shall, without any
          action on the part of the Corporation or any holder thereof (but subject to paragraph(c) of this Section8), be automatically
          converted by virtue of such merger, consolidation, reclassification or similar transaction immediately prior to the
          consummation thereof into the number of shares of Common Stock into which such shares of SeriesB Preferred Stock could
          have been converted at such time so that each share of SeriesB Preferred Stock shall, by virtue of such transaction and on the
          same terms as apply to the holders of Common Stock, be converted into or exchanged for the aggregate amount of stock,
          securities, cash or other property (payable in




                                                             2002.    EDGAR Online, Inc.
        like kind) receivable by a holder of the number of shares of Common Stock into which such shares of SeriesB Preferred Stock
          could have been converted immediately prior to such transaction if such holder of Common Stock failed to exercise any rights
          of election as to the kind or amount of stock, securities, cash or other property receivable upon such transaction (provided
          that, if the kind or amount of stock, securities, cash or other property receivable upon such transaction is not the same for each
          non-electing share, then the kind and amount of stock, securities, cash or other property receivable upon such transaction for
          each non-electing share shall be the kind and amount so receivable per share by a plurality of the non-electing shares).

        (c)In the event that the Corporation shall enter into any agreement providing for any consolidation, merger, reclassification or
          similar transaction described in paragraph(b) of this Section8, then the Corporation shall, as soon as practicable thereafter
          (and in any event at least ten Business Days before consummation of such transaction), give notice of such agreement and the
          material terms thereof to each holder of SeriesB Preferred Stock and each such holder shall have the right to elect, by written
          notice to the Corporation, to receive, upon consummation of such transaction (if and when such transaction is consummated),
          from the Corporation or the successor of the Corporation, out of funds legally available therefor, in redemption and retirement
          of such SeriesB Preferred Stock and in lieu of what would otherwise result under paragraph(b) of this Section8, a cash
          payment equal to the amount of $100 per share plus an amount equal to all accrued and unpaid dividends thereon to the date
          fixed for redemption. No such notice of redemption shall be effective unless given to the Corporation prior to the close of
          business on the fifth Business Day prior to consummation of such transaction, unless the Corporation or the successor of the
          Corporation shall waive such prior notice, but any notice of redemption so given prior to such time may be withdrawn by
          notice of withdrawal given to the Corporation prior to the close of business on the fifth Business Day prior to consummation
          of such transaction.

(9) Anti-dilution Adjustments.

        (a)In the event the Corporation shall, at any time or from time to time, while any of the shares of the SeriesB Preferred Stock are
          outstanding, (i)pay a dividend or make a distribution in respect of the Common Stock, to the extent that such dividend or
          distribution consists of shares of Common Stock, (ii)subdivide the outstanding shares of Common Stock, or (iii)combine the
          outstanding shares of Common Stock into a smaller number of shares, in each case whether by reclassification of shares,
          recapitalization of the Corporation (excluding a recapitalization effected by a merger or consolidation to which Section8
          hereof applies) or otherwise, the Conversion Price in effect immediately prior to such action shall be adjusted by multiplying
          such Conversion Price by a fraction the numerator of which shall be the number of shares of Common Stock outstanding
          immediately before such event and the denominator of which shall be the number of shares of Common Stock outstanding
          immediately after such event. An adjustment made pursuant to this paragraph9(a) shall be given effect, upon payment of such
          a dividend or distribution, as of the record date for the determination of stockholders entitled to receive such dividend or
          distribution (on a retroactive basis) and in the case of a subdivision or combination shall become effective immediately as of
          the effective date thereof.

        (b)In the event that the Corporation shall, at any time or from time to time while any of the shares of SeriesB Preferred Stock
          are outstanding, issue to holders of shares of Common Stock as a dividend or distribution, including by way of a
          reclassification of shares or a recapitalization of the Corporation, any right or warrant to purchase shares of Common Stock
          (but not including as such a right or warrant any Rights (as defined in paragraph(f) of Section5 hereof) or any security
          convertible into or exchangeable for shares of Common Stock), such right or warrant by its terms enabling the holder thereof
          to acquire shares of Common Stock at a purchase price per share less than the Fair Market Value (as hereinafter defined) of a
          share of Common Stock on the date of issuance of such right or warrant, then,




                                                              2002.   EDGAR Online, Inc.
subject to the provisions of paragraphs (e)and (f)of this Section9, the Conversion Price shall be adjusted by multiplying such
  Conversion Price by a fraction the numerator of which shall be the number of shares of Common Stock outstanding
  immediately before such issuance of rights or warrants plus the number of shares of Common Stock that could be purchased at
  the Fair Market Value of a share of Common Stock at the time of such issuance for the maximum aggregate consideration
  payable upon exercise in full of all such rights or warrants and the denominator of which shall be the number of shares of
  Common Stock outstanding immediately before such issuance of rights or warrants plus the maximum number of shares of
  Common Stock that could be acquired upon exercise in full of all such rights and warrants.

(c)In the event the Corporation shall, at any time or from time to time while any of the shares of SeriesB Preferred Stock are
  outstanding, issue, sell or exchange shares of Common Stock (other than pursuant to the Rights Agreement or any other right
  or warrant to purchase or acquire shares of Common Stock (including as such a right or warrant any security convertible into
  or exchangeable for shares of Common Stock) and other than pursuant to any employee or director incentive or benefit plan or
  arrangement, including any employment, severance or consulting agreement, of the Corporation or any subsidiary of the
  Corporation heretofore or hereafter adopted) for a consideration having a Fair Market Value on the date of such issuance, sale
  or exchange less than the Fair Market Value of such shares on the date of such issuance, sale or exchange, then, subject to the
  provisions of paragraphs (e)and (f)of this Section9, the Conversion Price shall be adjusted by multiplying such Conversion
  Price by a fraction the numerator of which shall be the sum of (i)the Fair Market Value of all the shares of Common Stock
  outstanding on the day immediately preceding the first public announcement of such issuance, sale or exchange plus (ii)the
  Fair Market Value of the consideration received by the Corporation in respect of such issuance, sale or exchange of shares of
  Common Stock, and the denominator of which shall be the product of (a)the Fair Market Value of a share of Common Stock
  on the day immediately preceding the first public announcement of such issuance, sale or exchange multiplied by (b)the sum
  of the number of shares of Common Stock outstanding on such day plus the number of shares of Common Stock so issued,
  sold or exchanged by the Corporation. In the event the Corporation shall, at any time or from time to time, while any shares of
  SeriesB Preferred Stock are outstanding, issue, sell or exchange any right or warrant to purchase or acquire shares of Common
  Stock (including as such a right or warrant any security convertible into or exchangeable for shares of Common Stock), other
  than any Rights, any such issuance to holders of shares of Common Stock as a dividend or distribution (including by way of a
  reclassification of shares or a recapitalization of the Corporation) and other than pursuant to any employee or director
  incentive or benefit plan or arrangement (including any employment, severance or consulting agreement) of the Corporation
  or any subsidiary of the Corporation heretofore or hereafter adopted, such right or warrant being issued for a consideration
  having a Fair Market Value, on the date of such issuance, sale or exchange, less than the Non-dilutive Amount (as hereinafter
  defined), then, subject to the provisions of paragraphs (e)and (f)of this Section9, the Conversion Price shall be adjusted by
  multiplying such Conversion Price by a fraction, the numerator of which shall be the sum of (i)the Fair Market Value of all the
  shares of Common Stock outstanding on the day immediately preceding the first public announcement of such issuance, sale
  or exchange plus (ii)the Fair Market Value of the consideration received by the Corporation in respect of such issuance, sale
  or exchange of such right or warrant plus (iii)the Fair Market Value at the time of such issuance of the consideration that the
  Corporation would receive upon exercise in full of all such rights or warrants, and the denominator of which shall be the
  product of (a)the Fair Market Value of a share of Common Stock on the day immediately preceding the first public
  announcement of such issuance, sale or exchange multiplied by (b)the sum of the number of shares of Common Stock
  outstanding on such day plus the maximum number of shares of Common Stock that could be acquired pursuant to such rights
  or warrants at the time of issuance, sale or exchange




                                                    2002.    EDGAR Online, Inc.
of such rights or warrants (assuming shares of Common Stock could be acquired pursuant to such rights or warrants at such
  time).

(d)In the event the Corporation shall, at any time or from time to time, while any of the shares of SeriesB Preferred Stock are
  outstanding, make an Extraordinary Distribution (as hereinafter defined) in respect of the Common Stock, whether by
  dividend, distribution, reclassification of shares or recapitalization of the Corporation (excluding a recapitalization or
  reclassification effected by a merger or consolidation to which Section8 hereof applies) or effect a Pro Rata Repurchase (as
  hereinafter defined) of Common Stock, the Conversion Price in effect immediately prior to such Extraordinary Distribution or
  Pro Rata Repurchase shall, subject to paragraphs (e)and (f)of this Section9, be adjusted by multiplying such Conversion Price
  by a fraction the numerator of which is the difference between (i)the product of (x)the number of shares of Common Stock
  outstanding immediately preceding such Extraordinary Distribution or Pro Rata Repurchase multiplied by (y)the Fair Market
  Value of a share of Common Stock on the record date with respect to an Extraordinary Distribution, or on the applicable
  expiration date (including all extensions thereof) of any tender offer or exchange offer that is a Pro Rata Repurchase, or on the
  date of purchase with respect to any Pro Rata Repurchase that is not a tender offer or exchange offer, as the case may be,
  minus (ii)the Fair Market Value of the Extraordinary Distribution or the aggregate purchase price of the Pro Rata Repurchase,
  as the case may be, and the denominator of which shall be the product of (a)the number of shares of Common Stock
  outstanding immediately preceding such Extraordinary Dividend or Pro Rata Repurchase minus, in the case of a Pro Rata
  Repurchase, the number of shares of Common Stock repurchased by the Corporation multiplied by (b)the Fair Market Value
  of a share of Common Stock on the record date with respect to an Extraordinary Distribution or on the applicable expiration
  date (including all extensions thereof) of any tender offer or exchange offer that is a Pro Rata Repurchase or on the date of
  purchase with respect to any Pro Rata Repurchase that is not a tender offer or exchange offer, as the case may be. The
  Corporation shall send each holder of SeriesB Preferred Stock (i)notice of its intent to make any dividend or distribution and
  (ii)notice of any offer by the Corporation to make a Pro Rata Repurchase, in each case at the same time as, or as soon as
  practicable after, such offer is first communicated (including by announcement of a record date in accordance with the rules of
  any stock exchange on which the Common Stock is listed or admitted to trading) to holders of Common Stock. Such notice
  shall indicate the intended record date and the amount and nature of such dividend or distribution, or the number of shares
  subject to such offer for a Pro Rata Repurchase and the purchase price payable by the Corporation pursuant to such offer, as
  well as the Conversion Price and the number of shares of Common Stock into which a share of SeriesB Preferred Stock may
  be converted at such time.

(e)Notwithstanding any other provisions of this Section9, the Corporation shall not be required to make any adjustment to the
  Conversion Price unless and until such adjustment would require an increase or decrease of at least two percent in the
  Conversion Price. Any lesser adjustment shall be carried forward and shall be made no later than the time of, and together
  with, the next subsequent adjustment that, together with any adjustment or adjustments so carried forward, shall amount to an
  increase or decrease of at least one percent in the Conversion Price. All adjustments shall be made to the nearest one
  hundredth of a share and the nearest cent.

(f)If the Corporation shall pay any dividend or make any distribution on the Common Stock or issue any Common Stock, other
  capital stock or other security of the Corporation or any rights or warrants to purchase or acquire any such security, which
  transaction does not result in an adjustment to the Conversion Price pursuant to the foregoing provisions of this Section9, the
  Board of Directors of the Corporation may consider, but shall be under no legal obligation to consider, whether such action is
  of such a nature that an adjustment to the Conversion Price should equitably be made in respect of such transaction. If in such
  case the




                                                     2002.    EDGAR Online, Inc.
Board of Directors of the Corporation determines that an adjustment to the Conversion Price should be made, the Board of
 Directors shall take such action as it deems appropriate. The determination of the Board of Directors of the Corporation as to
 whether an adjustment to the Conversion Price should be made pursuant to the foregoing provisions of this paragraph(f) of
 Section9, and, if so, as to what adjustment should be made and when, shall be final and binding on the Corporation and all
 stockholders of the Corporation. Without limiting the foregoing, the Corporation shall be entitled to make such additional
 adjustments in the Conversion Price, in addition to any made pursuant to the foregoing provisions of this Section9, as shall be
 necessary in order that any dividend or distribution in shares of capital stock of the Corporation, any subdivision,
 reclassification or combination of shares of stock of the Corporation or any recapitalization of the Corporation or other event
 shall not be taxable to holders of Common Stock.

(g)For purposes of this paragraph4B, the following definitions shall apply:

        "Business Day" shall mean each day other than a Saturday, Sunday or a day on which state or federally chartered
         banking institutions in New York, New York are authorized or required to be closed.

        "Extraordinary Distribution" shall mean any dividend or other distribution to the holders of Common Stock (effected
         while any of the shares of SeriesB Preferred Stock are outstanding) (i)of cash, where the aggregate amount of such
         cash dividend or distribution, together with the amount of all cash dividends and distributions made during the
         preceding period of 12months, when combined with the aggregate amount of all Pro Rata Repurchases (for this
         purpose, including only that portion of the aggregate purchase price of such pro Rata Repurchase that is in excess of
         the Fair Market Value of the Common Stock repurchased as determined on the applicable expiration date (including
         all extensions thereof) of any tender offer or exchange offer that is a Pro Rata Purchase, or the date of purchase with
         respect to any other Pro Rata Repurchase that is not a tender offer or exchange offer made during such period),
         exceeds 12 1/ 2 percent of the aggregate Fair Market Value of all shares of Common Stock outstanding on the record
         date for determining the stockholders entitled to receive such Extraordinary Distribution and (ii)of any shares of
         capital stock of the Corporation (other than shares of Common Stock), other securities of the Corporation (other than
         securities of the type referred to in paragraph(b) or (c)of this Section9), evidences of indebtedness of the Corporation
         or any other person or any other property (including shares of any subsidiary of the Corporation), or any combination
         thereof. The Fair Market Value of an Extraordinary Distribution for purposes of paragraph(d) of this Section9 shall
         be equal to the sum of the Fair Market Value of such Extraordinary Distribution plus the amount of any cash
         dividends that are not Extraordinary Distributions made during such twelve month period and not previously included
         in the calculation of any adjustment pursuant to paragraph(d) of this Section9.

        "Fair Market Value" shall mean, as to shares of Common Stock or any other class of capital stock or securities of the
          Corporation or any other issuer that are publicly traded, the average of the Current Market Prices (as hereinafter
          defined) of such shares or securities for each day of the Adjustment Period (as hereinafter defined). "Current Market
          Price" of publicly traded shares of Common Stock or any other class of capital stock or other security of the
          Corporation or any other issuer for a given day shall mean the last reported sales price, regular way, or, in case no
          sale takes place on such day, the average of the reported closing bid and asked prices, regular way, in either case as
          reported on the New York Stock Exchange Composite Tape or, if such security is not listed or admitted to trading on
          the New York Stock Exchange, on the principal national securities exchange on which such security is listed or
          admitted to trading or, if not listed or admitted to trading on any national securities exchange, on the NASDAQ
          National Market System or, if such security is not quoted on such National Market System, the




                                                    2002.    EDGAR Online, Inc.
average of the closing bid and asked price on such day in the over-the counter market as reported by NASDAQ or, if
  bid and asked prices for such security on each such day shall not have been reported through NASDAQ, the average
  of the bid and asked prices for such day as furnished by any New York Stock Exchange member firm regularly
  making a market in such security selected for such purpose by the Board of Directors of the Corporation or a
  committee thereof on each trading day during the Adjustment Period. "Adjustment Period" shall mean the period of
  five consecutive trading days, selected by the Board of Directors of the Corporation or a committee thereof, during
  the 20days preceding, and including, the date as of which the Fair Market Value of a security is to be determined.
  The "Fair Market Value" of any security that is not publicly traded or any other property shall mean the fair value
  thereof as determined by an independent investment banking or appraisal firm experienced in the valuation of such
  securities or property selected in good faith by the Board of Directors of the Corporation or a committee thereof, or,
  if no such investment banking or appraisal firm is, in the good faith judgment of the Board of Directors or such
  committee, available to make such determination, as determined in good faith by the Board of Directors of the
  Corporation or such committee.

"Non-dilutive Amount" in respect of an issuance, sale or exchange by the Corporation of any right or warrant to
 purchase or acquire shares of Common Stock (including any security convertible into or exchangeable for shares of
 Common Stock) shall mean the difference between (i)the product of the Fair Market Value of a share of Common
 Stock on the day preceding the first public announcement (whether by the Corporation or otherwise) of such
 issuance, sale or exchange multiplied by the maximum number of shares of Common Stock that could be acquired on
 such date upon the exercise in full of such rights and warrants (including upon the conversion or exchange of all such
 convertible or exchangeable securities), whether or not exercisable (or convertible or exchangeable) at such date,
 minus (ii)the aggregate amount payable to the Corporation pursuant to such right or warrant to purchase or acquire
 such maximum number of shares of Common Stock; provided, however, that in no event shall the Non-dilutive
 Amount be less than zero. For purposes of the foregoing sentence, in the case of a security convertible into or
 exchangeable for shares of Common Stock, the amount payable pursuant to a right or warrant to purchase or acquire
 shares of Common Stock shall be the Fair Market Value of such security on the date of the issuance, sale or exchange
 of such security by the Corporation.

"Pro Rata Repurchase" shall mean any purchase of shares of Common Stock by the Corporation or any subsidiary
  thereof, whether for cash, shares of capital stock of the Corporation, other securities of the Corporation, evidences of
  indebtedness of the Corporation or any other person or any other property (including shares of a subsidiary of the
  Corporation), or any combination thereof, effected while any of the shares of SeriesB Preferred Stock are outstanding
  pursuant to any tender offer or exchange offer subject to Section13(e) of the Exchange Act or any successor
  provision of law, or pursuant to any other offer available to substantially all holders of Common Stock; provided,
  however, that no purchase of shares by the Corporation or any subsidiary thereof made in open market transactions
  shall be deemed a Pro Rata Repurchase. For purposes of this paragraph9(g), shares shall be deemed to have been
  purchased by the Corporation or any subsidiary thereof "in open market transactions" if they have been purchased
  substantially in accordance with the requirements of Rule10b-18 promulgated by the Securities and Exchange
  Commission under the Exchange Act, on the date shares of the SeriesB Preferred Stock are initially issued by the
  Corporation or on such other terms and conditions as the Board of Directors of the Corporation or a committee
  thereof shall have determined are reasonably designed to prevent such purchases from having a material effect on the
  trading market for Common Stock.




                                            2002.    EDGAR Online, Inc.
        (h)Whenever an adjustment to the Conversion Price and the related voting rights of the SeriesB Preferred Stock is required
          pursuant to this paragraph4B, the Corporation shall forthwith place on file with the transfer agent for the Common Stock and
          the SeriesB Preferred Stock, if there be one, and with the Secretary of the Corporation, a statement signed by two officers of
          the Corporation, stating the adjusted Conversion Price determined as provided herein and the resulting conversion ratio, and
          the voting rights (as appropriately adjusted) of the SeriesB Preferred Stock. Such statement shall set forth in reasonable detail
          such facts as shall be necessary to show the reason and the manner of computing such adjustment, including any determination
          of Fair Market Value involved in such computation. Promptly after each adjustment to the Conversion Price and the related
          voting rights of the SeriesB Preferred Stock, the Corporation shall mail a notice thereof and of the then-prevailing Conversion
          Price (and the resulting conversion ratio) to each holder of shares of the SeriesB Preferred Stock.

(10) Ranking; Attributable Capital and Adequacy of Surplus; Retirement of Shares.

        (a)The SeriesB Preferred Stock shall rank senior to the Common Stock and to the SeriesA Junior Participating Preferred Stock,
          par value $100 per share, of the Corporation as to the payment of dividends and the distribution of assets on liquidation,
          dissolution and winding-up of the Corporation. The ranking of any subsequent series of Preferred Stock, par value $100 per
          share, issued by the Corporation as compared to the SeriesB Preferred Stock as to the payment of dividends and the
          distribution of assets on liquidation, dissolution or winding-up of the Corporation shall be as specified in the Certificate of
          Incorporation, as amended, of the Corporation and, if appropriate, shall also be subject to the provisions of paragraph(b) of
          Section3 hereof.

        (b)The capital of the Corporation allocable to the SeriesB Preferred Stock for purposes of the New York Business Corporation
          Law (the "BCL") shall be $100 per share. In addition to any vote of stockholders required by law, the vote of the holders of a
          majority of the outstanding shares of SeriesB Preferred Stock shall be required to increase the par value of the Common Stock
          or otherwise increase the capital of the Corporation allocable to the Common Stock for the purpose of the BCL if, as a result
          thereof, the surplus of the Corporation available for the declaration and payment of dividends for purposes of the BCL would
          be less than the amount of Preferred Dividends that would accrue on the then outstanding shares of SeriesB Preferred Stock
          during the following three years.

        (c)Any shares of SeriesB Preferred Stock acquired by the Corporation by reason of the conversion or redemption of such shares
          as provided by this paragraph4B, or otherwise acquired, shall be retired as shares of SeriesB Preferred Stock and restored to
          the status of authorized but unissued shares of Preferred Stock, par value $100 per share, of the Corporation, undesignated as
          to series, and may thereafter be reissued as part of a new series of such Preferred Stock as permitted by law.

(11) Miscellaneous.

        (a)All notices referred to herein shall be in writing, and all notices hereunder shall be deemed to have been given upon the
          earlier of receipt thereof or three business days after mailing thereof if sent by registered or certified mail (unless first-class
          mail shall be specifically permitted for such notice under the terms of this paragraph4B) with postage prepaid, addressed: (i)if
          to the Corporation, to its office at Corning, New York 14831 (Attention: the Secretary) or to the transfer agent for the SeriesB
          Preferred Stock, or other agent of the Corporation designated as permitted by this paragraph4B or (ii)if to any holder of the
          SeriesB Preferred Stock or Common Stock, as the case may be, to such holder at the address of such holder as listed in the
          stock record books of the Corporation (which may include the records of any transfer agent for the SeriesB Preferred Stock or
          Common Stock, as the case may be) or (iii)to such other address as the Corporation or any such holder, as the case may be,
          shall have designated by notice similarly given.




                                                              2002.    EDGAR Online, Inc.
(b)The term "Common Stock" as used in this paragraph4B means the Corporation's Common Stock, par value $1 per share, as
  the same exists at the date of filing of a Certificate of Amendment to the Certificate of Incorporation of the Corporation
  relating to the SeriesB Preferred Stock or any other class of stock resulting from successive changes or reclassifications of
  such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par
  value. In the event that, at any time as a result of an adjustment made pursuant to Section9 hereof, the holder of any share of
  the SeriesB Preferred Stock, upon thereafter surrendering such share for conversion, shall become entitled to receive any
  shares of other securities of the Corporation other than shares of Common Stock, the Conversion Price in respect of such other
  shares or securities so receivable upon conversion of shares of SeriesB Preferred Stock shall thereafter be adjusted, and shall
  be subject to further adjustment from time to time, in a manner and on terms as nearly equivalent as practicable to the
  provisions with respect to Common Stock contained in Section9 hereof, and the provisions of Sections 1 through 8 and 10 and
  11 hereof with respect to the Common Stock shall apply on like or similar terms to any such other shares or securities.

(c)The Corporation shall pay any and all stock transfer and documentary stamp taxes that may be payable in respect of any
  issuance or delivery of shares of SeriesB Preferred Stock or shares of Common Stock or other securities issued on account of
  SeriesB Preferred Stock pursuant hereto or certificates representing such shares or securities. The Corporation shall not,
  however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of
  shares of SeriesB Preferred Stock or Common Stock or other securities in a name other than that in which the shares of
  SeriesB Preferred Stock with respect to which such shares or other securities are issued or delivered were registered, or in
  respect of any payment to any person with respect to any such shares or securities other than a payment to the registered
  holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the person otherwise
  entitled to such issuance, delivery or payment has paid to the Corporation the amount of any such tax or has established, to the
  satisfaction of Corporation, that such tax has been paid or is not payable.

(d)In the event that a holder of shares of SeriesB Preferred Stock shall not by written notice designate the name in which shares
  of Common Stock to be issued upon conversion of such shares should be registered or to whom payment upon redemption of
  shares of SeriesB Preferred Stock should be made or the address to which the certificate or certificates representing such
  shares, or such payment, should be sent, the Corporation shall be entitled to register such shares, and make such payment, in
  the name of the holder of such SeriesB Preferred Stock as shown on the records of the Corporation and to send the certificate
  or certificates representing such shares, or such payment, to the address of such holder shown on the records of the
  Corporation.

(e)Unless otherwise provided in the Certificate of Incorporation, as amended, of the Corporation, all payments in the form of
  dividends, distributions on voluntary or involuntary dissolution, liquidation or winding-up or otherwise made upon the shares
  of SeriesB Preferred Stock and any other stock ranking on a parity with the SeriesB Preferred Stock with respect to such
  dividend or distribution shall be made pro rata, so that amounts paid per share on the SeriesB Preferred Stock and such other
  stock shall in all cases bear to each other the same ratio that the required dividends, distributions or payments, as the case may
  be, then payable per share on the shares of the SeriesB Preferred Stock and such other stock bear to each other.

(f)The Corporation may appoint, and from time to time discharge and change, a transfer agent for the SeriesB Preferred Stock.
  Upon any such appointment or discharge of a transfer agent, the Corporation shall send notice thereof by first-class mail,
  postage prepaid, to each holder of record of SeriesB Preferred Stock.




                                                      2002.   EDGAR Online, Inc.
5.(a)The business and affairs of the Corporation shall be managed by a Board of Directors consisting of not less than nine nor more than
twenty-four persons. The exact number of directors within the minimum and maximum limitations specified in the preceding sentence shall be
fixed from time to time by the Board of Directors pursuant to a resolution adopted by the affirmative vote of a majority of the entire Board of
Directors; and such exact number shall be twenty-one unless otherwise determined by a resolution so adopted by a majority of the entire Board
of Directors. As used in this Certificate of Incorporation, the term "entire Board of Directors" means the total authorized number of directors
which the Corporation would have if there were no vacancies.

At the 1985 Annual Meeting of Stockholders, the directors shall be divided into three classes, as nearly equal in number as possible, with the
term of office of the first class to expire at the 1986 Annual Meeting of Stockholders, the term of office of the second class to expire at the 1987
Annual Meeting of Stockholders and the terms of office of the third class to expire at the 1988 Annual Meeting of Stockholders. Commencing
with the 1986 Annual Meeting of the Stockholders, directors elected to succeed those directors whose terms have thereupon expired shall be
elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. If the number of directors is
changed, any increase or decrease shall be apportioned among the classes so as to maintain or attain, if possible, the equality of the number of
directors in each class, but in no case will a decrease in the number of directors shorten the term of any incumbent director. If such equality is
not possible, the increase or decrease shall be apportioned among the classes in such a way that the difference in the number of directors in any
two classes shall not exceed one.

(b)Subject to the rights of the holders of any series of Preferred Stock or any other class of capital stock of the Corporation (other than the
Common Stock) then outstanding, vacancies in any class of directors resulting from death, resignation, retirement, disqualification, removal
from office or other cause shall, if occurring prior to the expiration of the term of office of such class, be filled only by the affirmative vote of a
majority of the remaining directors of the entire Board of Directors then in office, although less than a quorum, or by the sole remaining
director. Any director so elected shall hold office until the next Annual Meeting of Stockholders and until his successor is elected and qualified.

(c)Whenever the holders of any one or more series of Preferred Stock issued by the Corporation shall have the right, voting separately by series,
to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such
directorships shall be governed by this paragraph5 unless expressly otherwise provided by the resolution or resolutions providing for the
creation of such series.

(d)Subject to the rights of the holders of any series of Preferred Stock or any other class of capital stock of the Corporation (other than the
Common Stock) then outstanding, (i)any director, or the entire Board of Directors, may be removed by the stockholders from office at any time
prior to the expiration of his term of office, but only for cause, and only by the affirmative vote of the holders of record of outstanding shares
representing a majority of the voting power of all of the outstanding shares of capital stock of the Corporation entitled to vote generally in the
election of directors, and (ii)any director may be removed from office by the affirmative vote of a majority of the entire Board of Directors, at
any time prior to the expiration of his term of office, but only for cause.

(e)Notwithstanding any other provision of the Certificate of Incorporation and subject to the other provisions of this paragraph5, the Board of
Directors shall determine the rules and procedures that shall affect the directors' power to manage and direct the business and affairs of the
Corporation. Without limiting the foregoing, the Board of Directors shall designate and empower committees of the Board of Directors, shall
elect and empower the officers of the Corporation, may appoint and empower other officers and agents of the Corporation, and shall determine
the time and place of, and the notice requirements for, Board meetings, as well as quorum and voting requirements for, and the manner of
taking, Board actions.

(f)The affirmative vote of the holders of record of outstanding shares representing at least eighty percent (80%) of the voting power of all the
outstanding shares of capital stock of the Corporation




                                                                       2002.    EDGAR Online, Inc.
entitled to vote generally in the election of directors shall be required to amend, alter or repeal, or adopt any provision or provisions
inconsistent with, any provision of this paragraph5 including this paragraph(f); provided, however, that this paragraph(f) shall not apply to, and
such eighty percent (80%) vote shall not be required for, any amendment, alteration, repeal, or adoption of any inconsistent provision or
provisions, declared advisable by the Board of Directors by the affirmative vote of two-thirds of the entire Board of Directors.

6.(1) Certain Definitions.

       For the purposes of this paragraph6:

                (a)"Business Combination" shall mean:

                         (i)any merger or consolidation of the Corporation or any Subsidiary with (A)an Interested Stockholder or (B)any other
                           corporation (whether or not itself an Interested Stockholder) which is, or after such merger or consolidation would
                           be, an Affiliate or Associate of an Interested Stockholder; or

                         (ii)any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of
                           transactions) to or with an Interested Stockholder or an Affiliate or Associate of an Interested Stockholder of any
                           assets of the Corporation or any Subsidiary having an aggregate Fair Market Value of $20,000,000 or more; or

                         (iii)the issuance or transfer by the Corporation or any Subsidiary (in one transaction or a series of transactions) of any
                           securities of the Corporation or any Subsidiary to an Interested Stockholder or an Affiliate or Associate of an
                           Interested Stockholder in exchange for cash, securities or other property (or a combination thereof) having an
                           aggregate Fair Market Value of $20,000,000 or more; or

                         (iv)the adoption of any plan or proposal for the liquidation or dissolution of the Corporation proposed by or on behalf
                           of an Interested Stockholder or an Affiliate or Associate of an Interested Stockholder; or

                         (v)any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any
                           merger or consolidation of the Corporation with any Subsidiary or any other transaction (whether or not with or into
                           or otherwise involving an Interested Stockholder) which has the effect, directly or indirectly, of increasing the
                           percentage of the outstanding shares of (A)any class of equity securities of the Corporation or any Subsidiary or
                           (B)any class of securities of the Corporation or any Subsidiary convertible into equity securities of the Corporation or
                           any Subsidiary, represented by securities of such class which are directly or indirectly owned by an Interested
                           Stockholder and all of its Affiliates and Associates; or

                         (vi)any agreement, contract or other arrangement providing for any one or more of the actions specified in clauses
                           (i)through (v)of this Section1(a).

                (b)"Affiliate" or "Associate" shall have the respective meanings ascribed to such terms in Rule12b-2 of the General Rules and
                  Regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as in effect on January1, 1985.

                (c)"Beneficial Owner" shall have the meaning ascribed to such term in Rule13d-3 of the General Rules and Regulations under
                  the Exchange Act, as in effect on January1, 1985.




                                                                      2002.    EDGAR Online, Inc.
(d)"Continuing Director" shall mean (i)any member of the Board of Directors of the Corporation who (a)is neither the
  Interested Stockholder involved in the Business Combination as to which a vote of Continuing Directors is provided
  hereunder, nor an Affiliate, Associate, employee, agent or nominee of such Interested Stockholder, or the relative of any of the
  foregoing, and (b)was a member of the Board of Directors of the Corporation prior to the time that such Interested
  Stockholder became an Interested Stockholder, (ii)any successor of a Continuing Director described in clause(i) who is
  recommended or elected to succeed a Continuing Director by the affirmative vote of a majority of Continuing Directors then
  on the Board of Directors of the Corporation, and (iii)any person who is elected to the Board of Directors of the Corporation
  at the 1985 Annual Meeting of Stockholders and any successor thereto who is recommended or elected by the affirmative vote
  of a majority of the Continuing Directors then on the Board of Directors of the Corporation.

(e)"Fair Market Value" shall mean: (i)in the case of stock, the highest closing sale price during the 30-day period immediately
  preceding the date in question of a share of such stock on the Composite Tape for the New York Stock Exchange—Listed
  Stocks, or, if such stock is not reported on the Composite Tape, on the New York Stock Exchange, or, if such stock is not
  listed on such Exchange, on the principal United States securities exchange registered under the Exchange Act on which such
  stock is listed, or, if such stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of
  such stock during the 30-day period preceding the date in question on the National Association of Securities Dealers,Inc.,
  Automated Quotations System or any similar inter-dealer quotation system then in use, or if no such quotation is available, the
  fair market value on the date in question of a share of such stock as determined by a majority of the Continuing Directors in
  good faith; and (ii)in the case of property other than cash or stock, the fair market value of such property on the date in
  question as determined by a majority of the continuing Directors in good faith.

(f)"Interested Stockholder" shall mean any Person (other than the Corporation or any Subsidiary) who or which:

         (i)is, or was at any time within the two-year period immediately prior to the date in question, the Beneficial Owner of
           10% or more of the voting power of the then outstanding Voting Stock of the Corporation; or

         (ii)is an assignee of, or has otherwise succeeded to, any shares of Voting Stock of the Corporation of which an
           Interested Stockholder was the Beneficial Owner at any time within the two-year period immediately prior to the date
           in question, if such assignment or succession shall have occurred in the course of a transaction, or series of
           transactions, not involving a public offering within the meaning of the Securities Act of 1933, as amended.

For the purpose of determining whether a Person is an Interested Stockholder, the outstanding Voting Stock of the Corporation
 shall include unissued shares of Voting Stock of the Corporation of which the Interested Stockholder is the Beneficial Owner
 but shall not include any other shares of Voting Stock of the Corporation which may be issuable pursuant to any agreement,
 arrangement or understanding, or upon the exercise of conversion rights, warrants or options, or otherwise, to any Person who
 is not the Interested Stockholder.

(g)A "Person" shall mean any individual, partnership, firm, corporation, association, trust, unincorporated organization or other
  entity, as well as any syndicate or group deemed to be a person under Section14(d) (2)of the Exchange Act.

(h)"Subsidiary" shall mean any corporation of which the Corporation owns, directly or indirectly, (i)a majority of the
  outstanding shares of equity securities of such corporation, or (ii)shares having a majority of the voting power represented by
  all of the outstanding shares




                                                      2002.    EDGAR Online, Inc.
        of Voting Stock of such corporation. For the purpose of determining whether a corporation is a Subsidiary, the outstanding
          Voting Stock and shares of equity securities thereof shall include unissued shares of which the Corporation is the Beneficial
          Owner but, except for the purposes of Section1(f), shall not include any other shares which may be issuable pursuant to any
          agreement, arrangement or understanding, or upon the exercise of conversion rights, warrants or options, or otherwise, to any
          Person who is not the Corporation.

        (i)"Voting Stock" shall mean outstanding shares of capital stock of the relevant corporation entitled to vote generally in the
          election of directors.

(2) Higher Vote for Business Combinations.

        In addition to any affirmative vote required by law or by this Certificate of Incorporation, and except as otherwise expressly
          provided in Section3 of this paragraph6, any Business Combination shall require the affirmative vote of the holders of record
          of outstanding shares representing at least eighty percent (80%) of the voting power of the then outstanding shares of Voting
          Stock of the Corporation, voting together as a single class, it being understood that, for purposes of this paragraph6, each
          share of the Voting Stock of the Corporation shall have the number of votes granted to it pursuant to paragraph4 of this
          Certificate of Incorporation. Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or
          that a lesser percentage may be specified, by law or in any agreement with any national securities exchange or otherwise.

(3) When Higher Vote is Not Required.

        The provisions of Section2 of this paragraph6 shall not be applicable to any particular Business Combination, and such
         Business Combination shall require only such affirmative vote, if any, of the stockholders as is required by law and any other
         provision of this Certificate of Incorporation, if the conditions specified in either of the following paragraphs (a)and (b)are
         met:

        (a)Approval by Continuing Directors. The Business Combination shall have been approved by the affirmative vote of a majority
          of the Continuing Directors, even if the Continuing Directors do not constitute a quorum of the entire Board of Directors.

        (b)Form of Consideration, Price and Procedure Requirements. All of the following conditions shall have been met:

                (i)With respect to each share of each class of Voting Stock of the Corporation (including Common Stock), the holder
                  thereof shall be entitled to receive on or before the date of the consummation of the Business Combination (the
                  "Consummation Date"), consideration, in the form specified in Section3 (b)(ii) hereof, with an aggregate Fair Market
                  Value as of the Consummation Date at least equal to the highest of the following:

                         (a)the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers' fees)
                           paid by the Interested Stockholder to which the Business Combination relates, or by any Affiliate or
                           Associate of such Interested Stockholder, for any shares of such class of Voting Stock acquired by it
                           (1)within the two-year period immediately prior to the first public announcement of the proposal of the
                           Business Combination (the "Announcement Date") or (2)in the transaction in which it became an Interested
                           Stockholder, whichever is higher;

                         (b)the Fair Market Value per share of such class of Voting Stock of the Corporation on the Announcement
                           Date; and

                         (c)the highest preferential amount per share, if any, to which the holders of shares of such class of Voting
                           Stock of the Corporation are entitled in the event of any voluntary or involuntary liquidation, dissolution or
                           winding-up of the Corporation.




                                                             2002.    EDGAR Online, Inc.
                (ii)The consideration to be received by holders of a particular class of outstanding Voting Stock of the Corporation
                  (including Common Stock) as described in Section3(b)(i)hereof shall be in cash or if the consideration previously
                  paid by or on behalf of the Interested Stockholder in connection with its acquisition of beneficial ownership of shares
                  of such class of Voting Stock consisted in whole or in part of consideration other than cash, then in the same form as
                  such consideration. If such payment for shares of any class of Voting Stock of the Corporation has been made with
                  varying forms of consideration, the form of consideration for such class of Voting Stock shall be either cash or the
                  form used to acquire the beneficial ownership of the largest number of shares of such class of Voting Stock
                  previously acquired by the Interested Stockholder.

                (iii)After such Interested Stockholder has become an Interested Stockholder and prior to the Consummation Date of
                  such Business Combination: (a)except as approved by the affirmative vote of a majority of the Continuing Directors,
                  there shall have been no failure to declare and pay at the regular date therefor any full quarterly dividends (whether or
                  not cumulative) on the outstanding preferred stock of the Corporation, if any; (b)there shall have been (1)no
                  reduction in the annual rate of dividends paid on the Common Stock of the Corporation (except as necessary to
                  reflect any subdivision of the Common Stock) except as approved by the affirmative vote of a majority of the
                  Continuing Directors, and (2)an increase in such annual rate of dividends as necessary to reflect any reclassification
                  (including any reverse stock split), recapitalization, reorganization or any similar transaction which has the effect of
                  reducing the number of outstanding shares of Common Stock, unless the failure so to increase such annual rate is
                  approved by the affirmative vote of a majority of the Continuing Directors; and (c)such Interested Stockholder shall
                  not have become the Beneficial Owner of any additional shares of Voting Stock of the Corporation except as part of
                  the transaction which results in such an Interested Stockholder becoming an Interested Stockholder.

                (iv)After such Interested Stockholder has become an Interested Stockholder, such Interested Stockholder shall not have
                  received the benefit, directly or indirectly (except proportionately as a stockholder of the Corporation), of any loans,
                  advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by the
                  Corporation.

                (v)A proxy or information statement describing the proposed Business Combination and complying with the
                  requirements of the Exchange Act and the General Rules and Regulations thereunder (or any subsequent provisions
                  replacing such Act, rules or regulations) shall be mailed to the stockholders of the Corporation at least 45days prior
                  to the consummation of such Business Combination (whether or not such proxy or information statement is required
                  to be mailed pursuant to such Act or subsequent provisions thereof).

(4) Powers of Continuing Directors.

        A majority of the Continuing Directors shall have the power and duty to determine, on the basis of information known to them
         after reasonable inquiry, all facts necessary to determine compliance with this paragraph6, including, without limitation,
         (A)whether a person is an Interested Stockholder, (B)the number of shares of Voting Stock of the Corporation beneficially
         owned by any person, (C)whether a person is an Affiliate or Associate of another, (D)whether the requirements of paragraphB
         of Section3 have been met with respect to any Business Combination, and (E)whether the assets which are the subject of any
         Business Combination have, or the consideration to be received for the issuance or transfer of securities by the Corporation or
         any Subsidiary in any Business Combination has, an aggregate Fair Market Value of $20,000,000 or more; and the good faith
         determination




                                                            2002.    EDGAR Online, Inc.
                of a majority of the Continuing Directors on such matters shall be conclusive and binding for all the purposes of this
                  paragraph6.

       (5) No Effect on Fiduciary Obligations.

                (a)Nothing contained in this paragraph6 shall be construed to relieve the members of the Board of Directors or an Interested
                  Stockholder from any fiduciary obligation imposed by law.

                (b)The fact that any Business Combination complies with the provisions of Section3 of this paragraph6 shall not be construed to
                  impose any fiduciary duty, obligation or responsibility on the Board of Directors, or any member thereof, to approve such
                  Business Combination or recommend its adoption or approval to the stockholders of the Corporation, nor shall such
                  compliance limit, prohibit or otherwise restrict in any manner the Board of Directors, or any member thereof, with respect to
                  evaluations of or actions and responses taken with respect to such Business Combination.

       (6) Amendment or Repeal.

                The affirmative vote of the holders of record of outstanding shares representing at least eighty percent (80%) of the voting
                 power of all the outstanding Voting Stock of the Corporation shall be required to amend, alter or repeal, or adopt any
                 provision or provisions inconsistent with, any provision of this paragraph6; provided, however, that this Section6 shall not
                 apply to, and such eighty percent (80%) vote shall not be required for, any amendment, alteration, repeal or adoption of any
                 inconsistent provision or provisions, declared advisable by the Board of Directors by the affirmative vote of two-thirds of the
                 entire Board of Directors and a majority of the Continuing Directors.

7.A director of the Corporation shall not be liable to the Corporation or its stockholders for damages for any breach of duty as a director, except
to the extent that such exemption from liability or limitation thereof is not permitted under the Business Corporation Law as the same exists or
may hereafter be amended. Any repeal or modification of this paragraph7 by the stockholders of the Corporation shall not affect adversely any
right or protection of a director of the Corporation existing at the time of such repeal or modification.

8.The office of the Corporation shall be located in the City of Corning, Steuben County, New York. The Secretary of State of the State of New
York is designated as the agent of the Corporation upon whom process in any action or proceeding against it may be served, and the address
within the State to which the Secretary of State shall mail a copy of process in any action or proceeding against the Corporation which may be
served upon him is One Riverfront Plaza, Corning, New York 14831, Attention of the Secretary.

FOURTH: This restatement of the Certificate of Incorporation of the Corporation was authorized by resolutions duly adopted by the Board of
Directors of the Corporation at a meeting thereof duly called and held on December6, 2000 at which a quorum was present and acting
throughout.

IN WITNESS WHEREOF, we have signed this Certificate this 17th day of January, 2001.

        /s/ ROGER G.
   ACKERMAN ROGER
       G. ACKERMAN
           Chairman
   /s/ A. JOHN PECK, JR.
     A. JOHN PECK, JR.
           Secretary




                                                                     2002.    EDGAR Online, Inc.
STATE OF NEW YORK
ss:
COUNTY OF STEUBEN

ROGER G. ACKERMAN and A. JOHN PECK, JR., being severally duly sworn, say, and each for himself says, that the said Roger G.
Ackerman is the Chairman and the said A. John Peck, Jr. is the Secretary of Corning Incorporated, which is a corporation organized under the
laws of the State of New York and is the corporation described in the foregoing Certificate; that they have read the said Certificate and know
the contents thereof and that the same is true to their own knowledge.

        /s/ ROGER G.
   ACKERMAN ROGER
       G. ACKERMAN
           Chairman
   /s/ A. JOHN PECK, JR.
     A. JOHN PECK, JR.
           Secretary


Subscribed and sworn to before
me this 17th day of January, 2001

        /s/ MARIA A. FELDMAN (PALMER) MARIA A. FELDMAN (PALMER)


Maria A. Feldman (Palmer)

Notary Public, State of New York
Qualified in Chemung County No.01FE4999311
My Commission Expires May11, 2002




                                                                    2002.   EDGAR Online, Inc.
QuickLinks
      Exhibit 3(i)




                     2002.   EDGAR Online, Inc.
QuickLinks -- Click here to rapidly navigate through this document

Exhibit3(ii)

CORNING INCORPORATED

BY-LAWS

ARTICLE I.

Offices of the Corporation

1. Principal Office. The principal office and place of business of the corporation shall be located in the City of Corning, Steuben County, New
York.

2. Other Offices. The Board of Directors may establish and discontinue, from time to time, other offices and places of business as it deems
advisable and proper for the conduct of the company's business.

ARTICLE II.

Meetings of Stockholders

1. Place of Meeting. All meetings of stockholders of the corporation may be held at such place, within or without the State of New York, as
may be fixed from time to time by the Board of Directors.

2. Annual Meeting. The annual meeting of stockholders for the election of directors and consideration of such other business as may come
before the meeting shall be held on the last Thursday in April of each year, or on such other day, which shall not be a legal holiday, as shall be
determined by the Board of Directors. Any previously scheduled annual meeting of stockholders may be postponed by resolution of the Board
of Directors upon public notice given prior to the date previously scheduled for such annual meeting of stockholders.

3. Special Meetings. Special meetings of the stockholders may be called at any time by the Chairman of the Board, the Chairman of the
Executive Committee, a Vice Chairman or the President and shall be called by the Secretary or an Assistant Secretary upon order of the Board
of Directors, the Chairman of the Board of Directors or a majority of the directors.

4. Notice of Meetings. Notice of each annual or special meeting of the stockholders shall be served either personally or by mail or electronically
upon each stockholder entitled to vote thereat. If served by mail, the notice shall be sent postpaid addressed to the stockholder at his address as
it appears on the stock record of the corporation. If served electronically, the notice shall be sent to the e-mail or electronic address on file with
the Corporation and verified as accurate and current prior to such service. Service of such notice shall be made not less than ten nor more than
sixty days before the meeting date, unless the meeting is to be held elsewhere than at the principal office, in which case service of the notice
shall be made not less than twenty nor more than sixty days before the meeting.

5. Waiver of Notice. Notice of meeting need not be given to any stockholder who submits a signed waiver of notice, in person or by proxy,
either before or after the meeting. The attendance of any stockholder at a meeting, in person or by proxy, without protesting prior to the
conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him.

6. Chairman and Secretary of Meeting. The Chairman of the Board of Directors, or, in his absence and in the order named, the Chairman of the
Executive Committee, a Vice Chairman or the President present at the meeting shall call to order and preside at all meetings of stockholders,
and the Secretary of the corporation, or in his absence, the senior of the Assistant Secretaries (determined by the order of their election) present
at the meeting shall act as secretary.

7. Stockholders Entitled to Vote. Unless otherwise provided in the Preliminary Certificate of Consolidation forming this corporation or other
certificate filed pursuant to law, every stockholder of record shall be entitled at every meeting of the corporation to one vote for every share of
stock standing in his name on the books of the corporation. The Board of Directors may prescribe a period, not exceeding sixty days prior to the
date of any meeting of the stockholders or prior to the last day on which the consent or dissent of a stockholder may be effectively expressed for
any purpose without a meeting, during which no transfer of stock on the books of the corporation may be made; or in lieu of prohibiting the
transfer of stock may fix a time not more than sixty days prior to the date of any meeting of stockholders or prior to the last day on which the
consent or dissent of stockholders may be effectively expressed for any purpose without a meeting as the time as of which stockholders entitled
to notice of and to vote at such a meeting or whose consent or dissent is required or may be expressed for any purpose, as the case may be, shall
be determined, and all persons who were holders of record of voting stock at such time and no others shall be entitled to notice of and to vote at
such meeting or to express their consent or dissent as the case may be.

8. Quorum and Adjournment. Holders of a majority of the issued and outstanding stock entitled to vote at the meeting shall constitute a quorum
                                                                     2002. EDGAR of Consolidation
at all meetings, except as otherwise provided by law, by the Preliminary Certificate Online, Inc. forming this corporation or by these
By-Laws. If, however, such majority, represented either in person or by proxy, be not present at any meeting, the stockholders entitled to vote
thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without other notice than announcement at the
2002.   EDGAR Online, Inc.
QuickLinks -- Click here to rapidly navigate through this document

Exhibit10

Employment Agreement
Between
Wendell P. Weeks
&
Corning Incorporated

This EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of December6, 2000 (the "Effective Date"), between Corning
Incorporated (the "Company"), a New York corporation having its principal place of business at One Riverfront Plaza, Corning, New York, and
Wendell P. Weeks (the "Executive"), as amended on February28, 2001.

WHEREAS, Executive has been employed by the Company as President, Corning Optical Communications ("COC"); and

WHEREAS, the Company considers the services of the Executive to be unique and essential to the success of the Company's business; and

WHEREAS, the Company and the Executive now wish to enter into an agreement of employment on the terms and conditions set forth herein,
and which shall constitute the sole and exclusive agreement relating to the employment of Executive by the Company.

NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants, terms and conditions set forth herein, and other
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed between the Company and the
Executive as follows:


1.
   Employment. The Company shall continue to employ the Executive in a full-time capacity in the position set forth in this paragraph, and the
Executive shall continue to accept such employment upon the terms and conditions set forth herein. Such employment shall be in the capacity of
President of the overall business telecommunications segment of the Company, including those businesses and operations now and in the future
comprising COC (including, without limitation, those entities set forth in Annex A)and any other unit, business, venture or entity acquired by
COC or the Company operating in the telecommunications segment. The Executive shall report directly to the CEO of the Company. The
Company shall cause the Executive to be appointed as a Director of the Company upon the Effective Date, and shall use its best efforts to have
the Executive elected and re-elected to the Board for the duration of the "Employment Term" (as hereinafter defined).

2.
   Employment Term. Unless earlier terminated pursuant to Section(10) hereof, the term of Executive's employment under this Agreement
shall commence as of the Effective Date of this Agreement and continue until December31, 2003 (the "Employment Term"). On or before
June30, 2003, the Company and Executive agree to meet and negotiate in good faith regarding the renewal of this Agreement (the "Renewal
Agreement"), on mutually satisfactory terms and conditions. Subject to continued service by the Executive through December31, 2003 (absent
any termination by the Company without Cause, or termination by the Executive for Good Reason, or as a result of the death or permanent
disability of the Executive, in each case giving rise to payments pursuant to Section11 hereof) (each individually a "Section11 Event"), then
upon the expiration of this Agreement on December31, 2003, and if no Renewal Agreement has been entered into as of such date, the Executive
shall receive the payments provided for in Section11 hereof as though he had terminated this Agreement for Good Reason, even if the
Executive remains employed by the Company thereafter without a written agreement (the "Non-Renewal Payment"). The Non-Renewal
Payment shall be in



addition to any other payments that the Executive may otherwise be entitled to under the Company's plans or arrangements.


3.
   Duties. During the Employment Term, the Executive shall have those powers, duties and responsibilities consistent with his position as the
highest ranking executive of COC, which powers shall in all cases include, without limitation, general authority and control over, and
responsibility for, the general management and operations of COC (including, without limitation, the development and implementation of all
strategic, acquisition, marketing, capital and personnel matters for COC and its affiliates), subject only to the authority of the CEO and Board of
the Company (but in no event shall such duties, responsibilities and authorities be reduced from those of the Executive as of the Effective Date).
Executive agrees to devote substantially all his working time and attention to the business of the Company. The Executive shall not, without the
prior written consent of the Board, be directly or indirectly engaged in any other trade, business or occupation for compensation requiring his
personal services during the Employment Term. Nothing in this agreement shall preclude the Executive from (i)engaging in charitable and
community activities or from managing his personal investments, or (ii)serving as a member of the board of directors of an unaffiliated
                                                                      each EDGAR of board Inc.
company not in competition with the Company, subject however, in 2002.such case Online, membership, to approval by the Board (not to be
unreasonably withheld).
CORNING INCORPORATED
By:         /s/ KIRK P. GREGG Kirk P. Gregg

                  SR. V.P.—Administration
EXECUTIVE:
              /s/ WENDELL P. WEEKS Wendell
                        P. Weeks




                                              2002.   EDGAR Online, Inc.
                                     Schedule1
                                  Comparable Group

Cienna
JDS Uniphase
SDL,Inc.
Sycamore
Nortel Optical Components Group




                                       2002.   EDGAR Online, Inc.
                                                        Annex A
                                                Division/Company Units

1.
      Corning Rochester Photonics Corporation

2.
      Oak Appliance Controls

3.
      Corning Gilbert Connectors

4.
      Corning Controls and Connectors

5.
      Optical Fiber

6.
      Photonic Technologies

7.
      Electro-Optic Component Products

8.
      Micro Optic Products

9.
      Optical Transport Products

10.
      Optical Component Products

11.
      Corning Cable Systems

12.
      Optical Networking Devices




                                                       2002.   EDGAR Online, Inc.
                   Annex B

Robert B. Brown

Gerald J. Fine

Mark A. Newhouse




                   2002.     EDGAR Online, Inc.
QuickLinks
      Exhibit 10

                          QuickLinks -- Click here to rapidly navigate through this document

                                                       Item14(c) Exhibit#12

                                        Corning Incorporated and Subsidiary Companies

                    Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends:

                                                (Dollars in millions, except ratios)


                                                                                                 Fiscal Year Ended
                                                                Dec.31,            Dec.31,           Dec.31,         Dec.31,       Dec.31,
                                                                 2000               1999              1998            1997          1996
Income from continuing operations before taxes on income    $     691.4       $       674.9 $            482.3 $        665.8 $       519.1
Adjustments:
                Distributed income of equity investees             44.7                50.9               63.4           65.4          88.2
                Amortization of capitalized interest               10.8                13.8               13.6           12.5          10.3
                Fixed charges net of capitalized interest         134.3               118.5               89.6          102.0          79.3
Earnings before taxes and fixed charges as adjusted         $     881.2       $       858.1 $            648.9 $        845.7 $       696.9
Fixed charges:
                Interest incurred                           $     163.1       $       134.5 $            113.6 $        107.7 $        79.4
                Portion of rent expense which represents           24.0                21.4               19.4           17.2          13.7
                interest
                factor
                Amortization of debt costs                          3.7                 3.9                3.4            1.8           2.6
Total fixed charges                                               190.8               159.8              136.4          126.7          95.7
Capitalized interest                                              (56.5 )             (41.3 )            (46.8 )        (24.7 )       (16.4 )
Total fixed charges net of capitalized interest             $     134.3 $             118.5 $             89.6 $        102.0 $        79.3
Preferred dividends:
                Preferred dividend requirement              $         0.8     $          3.5 $            15.3 $          15.3 $       15.7
                Ratio of pre-tax income to income before              2.4                1.4               1.4             1.5          1.5
                minority interest and equity earnings
                Pre-tax preferred dividend requirement              1.9                 4.9               21.4           23.0          23.6
Total fixed charges                                               190.8               159.8              136.4          126.7          95.7
Fixed charges and pre-tax preferred dividend                $     192.7       $       164.7 $            157.8 $        149.7 $       119.3
requirement
Ratio of earnings to combined fixed charges and preferred             4.6 x              5.2 x              4.1 x          5.6 x         5.8 x
dividends
Ratio of earnings to fixed charges                                    4.6 x              5.4 x              4.8 x          6.7 x         7.3 x




                                                                     2002.        EDGAR Online, Inc.
QuickLinks
      Item 14(c) Exhibit #12

QuickLinks -- Click here to rapidly navigate through this document

Item 14(c) Exhibit #21

Corning Incorporated and Subsidiary Companies

Subsidiaries of the Registrant as of December31, 2000 are listed below:


Cabel-Con A/S                                                             Denmark
Cabel-Con,Inc. USA                                                        Arizona
Cable Services,Inc.                                                       Delaware
Capricorn Insurance Company                                               Vermont
Cayman Connector Company                                                  Cayman Islands
CCS Finance,Inc.                                                          Delaware
CCS Holdings,Inc.                                                         Delaware
CCS Technology,Inc.                                                       Delaware
Champion Products,Inc.                                                    Missouri
Components Incorporated                                                   Delaware
Connector Holding Company                                                 Delaware
Corning Applied Technologies Corporation                                  Massachusetts
Corning Asahi Corporation                                                 Delaware
Corning Asahi Video Products Company                                      New York
Corning Brasil Industria E ComercioLtda.                                  Brazil
Corning B.V.                                                              Netherlands
Corning Cable Systems LLC                                                 North Carolina
Corning Cable Systems Argentina S.A.                                      Argentina
Corning Cable Systems Brands,Inc.                                         Delaware
Corning Cable Systems BrasilLtda.                                         Brazil
Corning Cable Systems Foreign Sales Corp.                                 Virgin Islands
Corning Cable Systems, GmbH                                               Germany
Corning Cable Systems International Corp.                                 North Carolina
Corning Cable Systems InternationalLtd.                                   Cayman Islands
Corning Cable Systems Limited                                             United Kingdom
Corning Cable Systems PtyLtd.                                             Australia
Corning Cable Systems Puerto Rico,Inc.                                    Delaware
Corning Cable Systems, S.A.                                               France
Corning Cable Systems S.A. de C.V.                                        Mexico
Corning Cable Systems S.L                                                 Spain
Corning Cable Systems S.p.A                                               Italy
Corning (China)Ltd.                                                       China
Corning Costar Italia, s.r.l.                                             Italy
Corning Costar UKLtd.                                                     United Kingdom
Corning Developments,Inc.                                                 Delaware
Corning Display Technologies Taiwan Co.,Ltd.                              Taiwan
Corning Finance B.V.                                                      Netherlands
Corning Franklin HealthInc.                                               New Jersey
Corning Frequency Control (Shanghai) Co.,Ltd.                             China
Corning GmbH                                                              Germany
Corning Holding GmbH                                                      Germany
Corning Incorporated Foreign Sales Corporation                            Virgin Islands
Corning India PrivateLtd.                                                 India
Corning International Corporation                                         Delaware
Corning International K.K.                                                Japan
Corning Japan K.K.                                                        Japan
Corning Kablo ve Sistemleri Limited Sirketi                               Turkey
Corning Korea CompanyLtd.                                                 Korea
                                                               2002.      EDGAR Online, Inc.
Corning Lasertron,Inc.                                                       Massachusetts
Corning Limited                                                              United Kingdom
Corning Mexicana, S.A. de C.V.                                               Mexico
Corning NetOptix GmbH                                                        Germany
Corning NetOptix,Inc.                                                        Delaware
Corning Noble Park Pty. Limited                                              Australia
Corning OCA Corporation                                                      Delaware
Corning OOO                                                                  Russia
Corning Optical Fiber                                                        United Kingdom
Corning Optical Fiber,Inc.                                                   Delaware
Corning Optical Fiber GmbH& Co. KG                                           Germany
Corning Optical Fiber Verwaltungs GmbH                                       Germany
Corning Photonics CanadaInc.                                                 Canada
Corning Photonic Technologies GmbH                                           Germany
Corning Photonic Technologies,Inc.                                           Delaware
Corning Precision Lens, Incorporated                                         Ohio
Corning Products South Africa (Pty)Ltd.                                      South Africa
Corning S.A.                                                                 France
Corning Science Mexico, S.A. de C.V.                                         Mexico
Corning (Shanghai) Co.,Ltd.                                                  China
Corning S.r.l.                                                               Italy
Costar EuropeLtd.                                                            Delaware
Croven CrystalsLtd.                                                          Canada
Denmark Connector ApS                                                        Denmark
Electronic TechnologiesInc.                                                  Delaware
Galileo Foreign Sales Corporation                                            Virgin Islands
Gilbert Engineering                                                          Guam
Gilbert Engineering Australia Pty.Ltd.                                       Australia
Gilbert Engineering Co.,Inc.                                                 Delaware
Gilbert Engineering France, S.A.                                             France
H.E.S. International,Inc.                                                    Kansas
Harper-Mex S.A. de C.V.                                                      Mexico
Harper-Wyman Company                                                         Delaware
Harper-Wyman InternationalInc.                                               Delaware
IntelliSense Corporation                                                     Massachusetts
Laboratoire Piezo Electricite S.A.                                           France
Lasertron WorldwideInc.                                                      Delaware
LMI Dissolution Corporation                                                  Florida
McCoy International Holding Company                                          Delaware
National Subscription Television of ChicagoInc.                              Illinois
National Subscription Television of Ft. LauderdaleInc.                       Florida
Norddeutsche Seekabelwerke Verwaltungsgesellschaft mbH                       Germany
Norddeutsche Seekabelwerke GmbH&Co. KG                                       Germany
NoTox A/S                                                                    Denmark
NSW Submarine Cable Systems,Inc.                                             Delaware
NSW TechnologyLtd.                                                           United Kingdom
Oak ChinaInc.                                                                Delaware
Oak ComInc.                                                                  Delaware
Oak Communications Components (Shanghai) Co.,Ltd.                            China
Oak CommunicationsInc.                                                       Delaware
Oak Crystal (Cayman)Ltd.                                                     Cayman Islands
Oak Crystal (U.K.)Ltd.                                                       United Kingdom
Oak CrystalInc.                                                              Delaware
Oak EnclosuresInc.                                                           Delaware




                                                         2002.   EDGAR Online, Inc.
Oak FSC                                                                            Guam
Oak Industries German Holding GmbH                                                 Germany
Oak Industries Verwaltungs GmbH                                                    Germany
Oak Industries,Inc.                                                                Delaware
Oak Investment Corporation                                                         Delaware
Oak OmegaInc.                                                                      Delaware
Oak SystemsInc.                                                                    Delaware
Oak TQInc.                                                                         Delaware
Oak Vermogensverwaltungs GmbH& Co KG                                               Germany
Oak/Segs IV Partnership                                                            Delaware
OakGrigsbyInc.                                                                     Delaware
OGI InternationalInc.                                                              Delaware
Omega One Communications, L.L.C.                                                   Delaware
OOO Corning SNG                                                                    Russia
Optical Filter Corporation                                                         Delaware
Optical Technologies Italia S.p.A.                                                 Italy
Optical Technologies USA Corp.                                                     Delaware
OWA Superannuation Pty. Limited                                                    Australia
Piezo Crystal Company                                                              Pennsylvania
Rochester Photonics Corporation                                                    New York
RXS Kabelgarnituren Verwaltungsgesellschaft mbH                                    Germany
RXS Kabelgarnituren GmbH& Co. KG                                                   Germany
SCC Special Communication Cables Verwaltungsgessellschaft                          Germany
SCC Special Communication Cables GmbH& Co. KG                                      Germany
SGI de Mexico, S.A. de C.V.                                                        Mexico
Societe d'Appareillages Electroniques, S.A.                                        France
Teddington CompanyLtd.                                                             Bermuda
Tele Quarz GmbH& Co KG                                                             Germany
Tele Quarz Slovakia S.R.O.                                                         Slovakia
Tele Quarz Slovensko S.R.O.                                                        Slovakia
TQ Vermogensverwaltungs GmbH and Co. KG                                            Germany
TQ Verwaltungs GmbH                                                                Germany
Companies accounted for under the equity method:
American Video Glass Company                                                       Delaware
Chengdu CCS Optical Fiber Cable Co.,Ltd.                                           China
Cormetech,Inc.                                                                     Delaware
Corning UCOM Cables Co.,Ltd.                                                       Thailand
Corporate Venture Partners                                                         Delaware
Corsam Glasstec R&D Center                                                         Delaware
Dow Corning Corporation                                                            Michigan
Eurokera North America,Inc.                                                        Delaware
EuroKera S.N.C.                                                                    France
Ficap OptelLtda                                                                    Brazil
International Hua-Mei Glass Engineering Co.,Ltd.                                   China
Keraglass S.N.C.                                                                   France
Leader Optic Fibre Cable Sdn Bhd                                                   Malaysia
NY Inn, LLC                                                                        New York
On-TV of Chicago                                                                   Illinois
Pittsburgh Corning Corporation                                                     Pennsylvania
Pittsburgh Corning Europe N.V.                                                     Belgium
Samara Optical Cable Company,Ltd.                                                  Russia
Samsung Corning Co.Ltd.                                                            Korea
Samsung Corning Micro-Optics Company Limited                                       Korea




                                                            2002.   EDGAR Online, Inc.
Samsung Corning Precision Glass Co.,Ltd.                                   Korea
Shanghai Corning Engineering CorporationLtd.                               China
Teleco Cables SA                                                           Tunisia
Teletec Corporation                                                        Japan
U.S. Conec,Ltd.                                                            Delaware
Video Monitores de Mexico, S.A. de C.V.                                    Mexico
Wuhan Telecommunication Devices Co.                                        China
XL TelecomLtd.                                                             India


Summary financial information on Corning's equity basis companies is included in Note4 (Investments), appearing on pages 68 to 71, in this
Annual Report on Form10-K.




                                                                   2002.    EDGAR Online, Inc.
QuickLinks
      Item 14(c) Exhibit #21

QuickLinks -- Click here to rapidly navigate through this document

Item 14(c) Exhibit #23

CONSENT OF INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers LLP
We hereby consent to the incorporation by reference in the Registration Statements on FormS-8 (Nos.2-77248, 33-30575, 33-30815, 33-47133,
33-50201, 33-55345, 33-58193, 33-63887, 33-18329, 33-3036, 333-24337, 333-26049, 333-26151, 333-41246, 333-61975, 333-61979,
333-61983, 333-91879 and 333-95693) and FormS-3 (Nos.33-40956, 33-44295, 33-49903, 33-53821, 33-56887, 333-81299, 333-95385,
333-36938, 333-41244, 333-44328 and 333-48168) of Corning Incorporated of our report dated January24, 2001, appearing on page48 of this
Form10-K.

/s/ PricewaterhouseCoopers LLP
1301 Avenue of the Americas
New York, New York 10019

March12, 2001

QuickLinks
Item 14(c) Exhibit #23


QuickLinks -- Click here to rapidly navigate through this document

Exhibit 24

CORNING INCORPORATED
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or Officer of CORNING INCORPORATED, a New York
corporation, hereby constitutes and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or any of them, his true and lawful
attorney-in-fact and agent, in the name and on behalf of the undersigned, to do any and all acts and things to comply with the Securities and
Exchange Act of 1934, as amended, and any and all rules, regulations and requirements of the Securities and Exchange Commission in respect
thereof, in connection with the filing under the Securities and Exchange Act of 1934 of the Annual Report on Form10-K of Corning
Incorporated for the fiscal year ended December31, 2000, including specifically, but without limiting the generality of the foregoing, the power
and authority to sign on behalf of the undersigned in his capacity as Director and/or Officer of Corning Incorporated the appropriate signature
pages of said Annual Report on Form10-K to be filed with the Securities and Exchange Commission; and the undersigned hereby ratifies and
confirms all that said attorneys-in-fact and agents, or any one of them, shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st day of February, 2001.


    /s/ Roger G. Ackerman Roger
    G. Ackerman




                                                                    2002.   EDGAR Online, Inc.
                                                       CORNING INCORPORATED
                                                        POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or Officer of CORNING INCORPORATED, a New York
corporation, hereby constitutes and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or any of them, his true and lawful
attorney-in-fact and agent, in the name and on behalf of the undersigned, to do any and all acts and things to comply with the Securities and
Exchange Act of 1934, as amended, and any and all rules, regulations and requirements of the Securities and Exchange Commission in respect
thereof, in connection with the filing under the Securities and Exchange Act of 1934 of the Annual Report on Form10-K of Corning
Incorporated for the fiscal year ended December31, 2000, including specifically, but without limiting the generality of the foregoing, the power
and authority to sign on behalf of the undersigned in his capacity as Director and/or Officer of Corning Incorporated the appropriate signature
pages of said Annual Report on Form10-K to be filed with the Securities and Exchange Commission; and the undersigned hereby ratifies and
confirms all that said attorneys-in-fact and agents, or any one of them, shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 9th day of February, 2001.

    /s/ John Seely Brown John
    Seely Brown




                                                                    2002.    EDGAR Online, Inc.
                                                       CORNING INCORPORATED
                                                        POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or Officer of CORNING INCORPORATED, a New York
corporation, hereby constitutes and appoints KatherineA. Asbeck, WilliamD. Eggers and James B. Flaws, or any of them, his true and lawful
attorney-in-fact and agent, in the name and on behalf of the undersigned, to do any and all acts and things to comply with the Securities and
Exchange Act of 1934, as amended, and any and all rules, regulations and requirements of the Securities and Exchange Commission in respect
thereof, in connection with the filing under the Securities and Exchange Act of 1934 of the Annual Report on Form10-K of Corning
Incorporated for the fiscal year ended December31, 2000, including specifically, but without limiting the generality of the foregoing, the power
and authority to sign on behalf of the undersigned in his capacity as Director and/or Officer of Corning Incorporated the appropriate signature
pages of said Annual Report on Form10-K to be filed with the Securities and Exchange Commission; and the undersigned hereby ratifies and
confirms all that said attorneys-in-fact and agents, or any one of them, shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st day of February, 2001.

   /s/ James B. Flaws James
   B. Flaws




                                                                    2002.    EDGAR Online, Inc.
                                                       CORNING INCORPORATED
                                                        POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or Officer of CORNING INCORPORATED, a New York
corporation, hereby constitutes and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or any of them, his true and lawful
attorney-in-fact and agent, in the name and on behalf of the undersigned, to do any and all acts and things to comply with the Securities and
Exchange Act of 1934, as amended, and any and all rules, regulations and requirements of the Securities and Exchange Commission in respect
thereof, in connection with the filing under the Securities and Exchange Act of 1934 of the Annual Report on Form10-K of Corning
Incorporated for the fiscal year ended December31, 2000, including specifically, but without limiting the generality of the foregoing, the power
and authority to sign on behalf of the undersigned in his capacity as Director and/or Officer of Corning Incorporated the appropriate signature
pages of said Annual Report on Form10-K to be filed with the Securities and Exchange Commission; and the undersigned hereby ratifies and
confirms all that said attorneys-in-fact and agents, or any one of them, shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st day of February, 2001.

   /s/ John H. Foster John
   H. Foster




                                                                    2002.    EDGAR Online, Inc.
                                                       CORNING INCORPORATED
                                                        POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or Officer of CORNING INCORPORATED, a New York
corporation, hereby constitutes and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or any of them, his true and lawful
attorney-in-fact and agent, in the name and on behalf of the undersigned, to do any and all acts and things to comply with the Securities and
Exchange Act of 1934, as amended, and any and all rules, regulations and requirements of the Securities and Exchange Commission in respect
thereof, in connection with the filing under the Securities and Exchange Act of 1934 of the Annual Report on Form10-K of Corning
Incorporated for the fiscal year ended December31, 2000, including specifically, but without limiting the generality of the foregoing, the power
and authority to sign on behalf of the undersigned in his capacity as Director and/or Officer of Corning Incorporated the appropriate signature
pages of said Annual Report on Form10-K to be filed with the Securities and Exchange Commission; and the undersigned hereby ratifies and
confirms all that said attorneys-in-fact and agents, or any one of them, shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 5th day of February, 2001.

   /s/ Gordon Gund
   Gordon Gund




                                                                    2002.    EDGAR Online, Inc.
                                                       CORNING INCORPORATED
                                                        POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or Officer of CORNING INCORPORATED, a New York
corporation, hereby constitutes and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or any of them, his true and lawful
attorney-in-fact and agent, in the name and on behalf of the undersigned, to do any and all acts and things to comply with the Securities and
Exchange Act of 1934, as amended, and any and all rules, regulations and requirements of the Securities and Exchange Commission in respect
thereof, in connection with the filing under the Securities and Exchange Act of 1934 of the Annual Report on Form10-K of Corning
Incorporated for the fiscal year ended December31, 2000, including specifically, but without limiting the generality of the foregoing, the power
and authority to sign on behalf of the undersigned in his capacity as Director and/or Officer of Corning Incorporated the appropriate signature
pages of said Annual Report on Form10-K to be filed with the Securities and Exchange Commission; and the undersigned hereby ratifies and
confirms all that said attorneys-in-fact and agents, or any one of them, shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st day of February, 2001.

    /s/ John M. Hennessy John
    M. Hennessy




                                                                    2002.    EDGAR Online, Inc.
                                                       CORNING INCORPORATED
                                                        POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or Officer of CORNING INCORPORATED, a New York
corporation, hereby constitutes and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or any of them, his true and lawful
attorney-in-fact and agent, in the name and on behalf of the undersigned, to do any and all acts and things to comply with the Securities and
Exchange Act of 1934, as amended, and any and all rules, regulations and requirements of the Securities and Exchange Commission in respect
thereof, in connection with the filing under the Securities and Exchange Act of 1934 of the Annual Report on Form10-K of Corning
Incorporated for the fiscal year ended December31, 2000, including specifically, but without limiting the generality of the foregoing, the power
and authority to sign on behalf of the undersigned in his capacity as Director and/or Officer of Corning Incorporated the appropriate signature
pages of said Annual Report on Form10-K to be filed with the Securities and Exchange Commission; and the undersigned hereby ratifies and
confirms all that said attorneys-in-fact and agents, or any one of them, shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 6th day of February, 2001.

    /s/ James R. Houghton James
    R. Houghton




                                                                    2002.    EDGAR Online, Inc.
                                                       CORNING INCORPORATED
                                                        POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or Officer of CORNING INCORPORATED, a New York
corporation, hereby constitutes and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or any of them, his true and lawful
attorney-in-fact and agent, in the name and on behalf of the undersigned, to do any and all acts and things to comply with the Securities and
Exchange Act of 1934, as amended, and any and all rules, regulations and requirements of the Securities and Exchange Commission in respect
thereof, in connection with the filing under the Securities and Exchange Act of 1934 of the Annual Report on Form10-K of Corning
Incorporated for the fiscal year ended December31, 2000, including specifically, but without limiting the generality of the foregoing, the power
and authority to sign on behalf of the undersigned in his capacity as Director and/or Officer of Corning Incorporated the appropriate signature
pages of said Annual Report on Form10-K to be filed with the Securities and Exchange Commission; and the undersigned hereby ratifies and
confirms all that said attorneys-in-fact and agents, or any one of them, shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st day of February, 2001.

   /s/ John W. Loose John
   W. Loose




                                                                    2002.    EDGAR Online, Inc.
                                                       CORNING INCORPORATED
                                                        POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or Officer of CORNING INCORPORATED, a New York
corporation, hereby constitutes and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or any of them, his true and lawful
attorney-in-fact and agent, in the name and on behalf of the undersigned, to do any and all acts and things to comply with the Securities and
Exchange Act of 1934, as amended, and any and all rules, regulations and requirements of the Securities and Exchange Commission in respect
thereof, in connection with the filing under the Securities and Exchange Act of 1934 of the Annual Report on Form10-K of Corning
Incorporated for the fiscal year ended December31, 2000, including specifically, but without limiting the generality of the foregoing, the power
and authority to sign on behalf of the undersigned in his capacity as Director and/or Officer of Corning Incorporated the appropriate signature
pages of said Annual Report on Form10-K to be filed with the Securities and Exchange Commission; and the undersigned hereby ratifies and
confirms all that said attorneys-in-fact and agents, or any one of them, shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 2nd day of February, 2001.

    /s/ James J. O'Connor James
    J. O'Connor




                                                                    2002.    EDGAR Online, Inc.
                                                       CORNING INCORPORATED
                                                        POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or Officer of CORNING INCORPORATED, a New York
corporation, hereby constitutes and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or any of them, his true and lawful
attorney-in-fact and agent, in the name and on behalf of the undersigned, to do any and all acts and things to comply with the Securities and
Exchange Act of 1934, as amended, and any and all rules, regulations and requirements of the Securities and Exchange Commission in respect
thereof, in connection with the filing under the Securities and Exchange Act of 1934 of the Annual Report on Form10-K of Corning
Incorporated for the fiscal year ended December31, 2000, including specifically, but without limiting the generality of the foregoing, the power
and authority to sign on behalf of the undersigned in his capacity as Director and/or Officer of Corning Incorporated the appropriate signature
pages of said Annual Report on Form10-K to be filed with the Securities and Exchange Commission; and the undersigned hereby ratifies and
confirms all that said attorneys-in-fact and agents, or any one of them, shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st day of February, 2001.

    /s/ Catherine A. Rein
    Catherine A. Rein




                                                                    2002.    EDGAR Online, Inc.
                                                       CORNING INCORPORATED
                                                        POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or Officer of CORNING INCORPORATED, a New York
corporation, hereby constitutes and appoints KatherineA. Asbeck, WilliamD. Eggers and James B. Flaws, or any of them, his true and lawful
attorney-in-fact and agent, in the name and on behalf of the undersigned, to do any and all acts and things to comply with the Securities and
Exchange Act of 1934, as amended, and any and all rules, regulations and requirements of the Securities and Exchange Commission in respect
thereof, in connection with the filing under the Securities and Exchange Act of 1934 of the Annual Report on Form10-K of Corning
Incorporated for the fiscal year ended December31, 2000, including specifically, but without limiting the generality of the foregoing, the power
and authority to sign on behalf of the undersigned in his capacity as Director and/or Officer of Corning Incorporated the appropriate signature
pages of said Annual Report on Form10-K to be filed with the Securities and Exchange Commission; and the undersigned hereby ratifies and
confirms all that said attorneys-in-fact and agents, or any one of them, shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 7th day of February, 2001.

    /s/ Deborah D. Rieman
    Deborah D. Rieman




                                                                    2002.    EDGAR Online, Inc.
                                                       CORNING INCORPORATED
                                                        POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or Officer of CORNING INCORPORATED, a New York
corporation, hereby constitutes and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or any of them, his true and lawful
attorney-in-fact and agent, in the name and on behalf of the undersigned, to do any and all acts and things to comply with the Securities and
Exchange Act of 1934, as amended, and any and all rules, regulations and requirements of the Securities and Exchange Commission in respect
thereof, in connection with the filing under the Securities and Exchange Act of 1934 of the Annual Report on Form10-K of Corning
Incorporated for the fiscal year ended December31, 2000, including specifically, but without limiting the generality of the foregoing, the power
and authority to sign on behalf of the undersigned in his capacity as Director and/or Officer of Corning Incorporated the appropriate signature
pages of said Annual Report on Form10-K to be filed with the Securities and Exchange Commission; and the undersigned hereby ratifies and
confirms all that said attorneys-in-fact and agents, or any one of them, shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 7th day of February, 2001.

   /s/ H. Onno Ruding H.
   Onno Ruding




                                                                    2002.    EDGAR Online, Inc.
                                                       CORNING INCORPORATED
                                                        POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or Officer of CORNING INCORPORATED, a New York
corporation, hereby constitutes and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or any of them, his true and lawful
attorney-in-fact and agent, in the name and on behalf of the undersigned, to do any and all acts and things to comply with the Securities and
Exchange Act of 1934, as amended, and any and all rules, regulations and requirements of the Securities and Exchange Commission in respect
thereof, in connection with the filing under the Securities and Exchange Act of 1934 of the Annual Report on Form10-K of Corning
Incorporated for the fiscal year ended December31, 2000, including specifically, but without limiting the generality of the foregoing, the power
and authority to sign on behalf of the undersigned in his capacity as Director and/or Officer of Corning Incorporated the appropriate signature
pages of said Annual Report on Form10-K to be filed with the Securities and Exchange Commission; and the undersigned hereby ratifies and
confirms all that said attorneys-in-fact and agents, or any one of them, shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 3rd day of February, 2001.

    /s/ William D. Smithburg William
    D. Smithburg




                                                                    2002.    EDGAR Online, Inc.
                                                       CORNING INCORPORATED
                                                        POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or Officer of CORNING INCORPORATED, a New York
corporation, hereby constitutes and appoints KatherineA. Asbeck, WilliamD. Eggers and James B. Flaws, or any of them, his true and lawful
attorney-in-fact and agent, in the name and on behalf of the undersigned, to do any and all acts and things to comply with the Securities and
Exchange Act of 1934, as amended, and any and all rules, regulations and requirements of the Securities and Exchange Commission in respect
thereof, in connection with the filing under the Securities and Exchange Act of 1934 of the Annual Report on Form10-K of Corning
Incorporated for the fiscal year ended December31, 2000, including specifically, but without limiting the generality of the foregoing, the power
and authority to sign on behalf of the undersigned in his capacity as Director and/or Officer of Corning Incorporated the appropriate signature
pages of said Annual Report on Form10-K to be filed with the Securities and Exchange Commission; and the undersigned hereby ratifies and
confirms all that said attorneys-in-fact and agents, or any one of them, shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st day of February, 2001.

    /s/ Peter F. Volanakis Peter F.
    Volanakis




                                                                    2002.    EDGAR Online, Inc.
                                                       CORNING INCORPORATED
                                                        POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or Officer of CORNING INCORPORATED, a New York
corporation, hereby constitutes and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or any of them, his true and lawful
attorney-in-fact and agent, in the name and on behalf of the undersigned, to do any and all acts and things to comply with the Securities and
Exchange Act of 1934, as amended, and any and all rules, regulations and requirements of the Securities and Exchange Commission in respect
thereof, in connection with the filing under the Securities and Exchange Act of 1934 of the Annual Report on Form10-K of Corning
Incorporated for the fiscal year ended December31, 2000, including specifically, but without limiting the generality of the foregoing, the power
and authority to sign on behalf of the undersigned in his capacity as Director and/or Officer of Corning Incorporated the appropriate signature
pages of said Annual Report on Form10-K to be filed with the Securities and Exchange Commission; and the undersigned hereby ratifies and
confirms all that said attorneys-in-fact and agents, or any one of them, shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st day of February, 2001.

    /s/ Wendell P. Weeks
    Wendell P. Weeks




                                                                    2002.    EDGAR Online, Inc.
QuickLinks
      Exhibit 24




                   2002.   EDGAR Online, Inc.
End of Filing




    2002.   EDGAR Online, Inc.

								
To top