1 Exhibit 13 BRUSH WELLMAN INC. 1997 ANNUAL REPORT ......SUSTAINABLE GROWTH [PHOTO] INVESTING FOR ............... 2 Cover: Brush Wellman's sales have grown dramatically since 1992. To equip the Company for Sustainable Growth in the future, Brush Wellman is in the midst of a major expansion and upgrading of its capabilities, highlighted by an investment of $117 million in its Elmore, Ohio facility. This new facility will significantly boost capacity, reduce production costs, improve working capital utilization and enable the Company to offer improved service to customers. The new facility should be fully operational by the end of 1998. METAL SYSTEMS GROUP (Approximately 70% of Sales) ALLOY PRODUCTS are tailored metallurgically to specific customer performance requirements. Copper beryllium alloys exhibit high electrical and thermal conductivities, high strength and hardness, good formability and excellent resistance to corrosion, wear and fatigue. These properties make the alloys ideal choices for a variety of demanding applications in computers, telecommunications, automotive electronics, energy systems, plastic molds and consumer products. BERYLLIUM is a unique material exhibiting physical and mechanical properties unmatched by any other metal. It is one of the lightest structural materials known, yet has specific stiffness six times greater than steel. It possesses high heat absorbing capability and has dimensional stability over a wide range of temperatures. Beryllium Products, including AlBeMet(R) and Brush Wellman's new E-Materials, are used primarily in defense and commercial aerospace applications. ENGINEERED MATERIAL SYSTEMS, manufactured by Technical Materials,Inc., are combinations of precious and non-precious metals in continuous strip form and are used in complex electronic and electrical components in telecommunications systems, automobiles and computers. MICROELECTRONICS GROUP (Approximately 30% of Sales) PRECIOUS METAL PRODUCTS are produced by Williams Advanced Materials Inc. for a variety of high reliability applications in electrical and electronic interconnection, packaging and processing markets, principally in North America and the Far East. CERAMIC PRODUCTS offer unique solutions for thermal management applications. Beryllia ceramic is an effective electrical insulator and it has excellent thermal conductivity. It has high strength and hardness, and a low dielectric constant. Ceramic Products are used in automotive and power electronic systems, wireless telecommunications, thermoelectric cooling systems, and lasers. CIRCUITS PROCESSING TECHNOLOGY INC. produces thick-film substrates for use in high-frequency wireless telecommunications applications, both ground and satellite based. FINANCIAL HIGHLIGHTS (Dollars in millions except per share amounts) 1997 1996 % Change ------- ------- -------- Sales ................................................. $ 433.8 $ 376.3 +15% Net Income ............................................ 25.6 24.5 +5% Net Income per share (diluted) ........................ 1.56 1.53 +2% Dividends per share ................................... 0.46 0.42 +10% Shareholders' equity per share (diluted) .............. 14.41 13.72 +5% 93 94 95 96 97 -- -- -- -- -- NET SALES (in millions) $295.5 $345.9 $369.6 $376.3 $433.8 NET INCOME (in millions) $ 6.5 $ 18.9 $ 20.7 $ 24.5 $ 25.6 NET INCOME PER SHARE (diluted) $ 0.40 $ 1.15 $ 1.27 $ 1.53 $ 1.56 RETURN ON SHAREHOLDERS' EQUITY 3.8% 9.9% 10.3% 11.2% 10.8% 3 BRUSH WELLMAN INC. is a leading international supplier of high performance engineered materials. It is the only fully-integrated producer of beryllium, beryllium-containing alloys and beryllia ceramic in the world. Brush Wellman also produces engineered material systems through Technical Materials, Inc. and precious metal products through Williams Advanced Materials Inc., both wholly-owned subsidiaries. Brush Wellman materials continue to find new applications in a widening array of markets. Manufacturers of electronic equipment and computers, telecommunications systems, automobiles, aerospace products and systems, medical equipment, home appliances and high performance recreational goods specify the Company's high-quality materials in applications where superior performance and reliability are essential. Brush Wellman has nine production facilities in the United States, and it markets its products through Company-owned Technical Service and Distribution Centers in Japan, Germany, the United Kingdom and the United States, a joint-venture service center in Singapore, and through a network of independent distributors throughout the world. The Company is headquartered in Cleveland, Ohio, the city in which the Company was founded in 1931. Brush Wellman stock is traded of the New York Stock Exchange, identified with the symbol, "BW". TO OUR SHAREHOLDERS On behalf of all employees of Brush Wellman, I am pleased and encouraged to report the achievement of another all-time sales and production record in 1997. The fact that Brush Wellman sales grew by 15% despite the strong dollar and capacity constraints in our Alloy Products business is a credit to the hard work and innovation of our employees and provides evidence of the growing acceptance of our engineered materials in high-reliability applications throughout the world. Sales have now increased for five consecutive years and have established new record levels in each of the last four years. Clearly, we are succeeding in developing new applications for our products and are effectively delivering high-quality products, on time, to our customers. In the 1996 Annual Report, Brush Wellman's strategy for the future was articulated as focusing on three major strategic thrusts: improve our base business, expand alloy and build a microelectronics business. During 1997, we made progress on each of these issues. Improvements were made in yield, productivity and operating performance in Ceramic Products and Beryllium Products, and we continue to identify areas for additional improvement. Alloy Products' performance was strong, both in North America and overseas, despite the translation effects of the strong dollar. We are proceeding on schedule with our Alloy Strip expansion project and the Brush Engineered Bronze facility opened in the fourth quarter. In addition, we achieved strong sales increases in microelectronics applications at Williams Advanced Materials Inc. and Ceramic Products. Our 1997 Annual Report details our progress in 1997 and provides an outline of our strategy for sustainable growth in the years ahead. 1997 FINANCIAL RESULTS For the year 1997, Brush Wellman Inc. reported diluted earnings per share of $1.56, basic earnings per share of $1.58 and net income of $25.6 million. This compares with 1996 diluted earnings of $1.53 per share, basic earnings per share of $1.55 and net income of $24.5 million. Sales during 1997 totaled a record $434 million, a 15% increase over 1996 sales of $376 million, which had represented the previous record. Brush Wellman's sales have now increased for five consecutive years, and have established new sales records in each of the past four years. During 1997 the Company achieved sales increases in all major product lines. Throughout the year, Brush Wellman's earnings were adversely affected by currency exchange rates. The stronger dollar reduced earnings by 24 cents per share for the full year 1997, compared with 1996. A strong dollar, relative to comparative periods, tends to reduce sales and income from the Company's overseas operations due to currency translation effects. Actual production volumes are generally unaffected by changes in currency exchange rates because overseas sales are typically priced in local currencies. In addition, earnings were pressured by business and product mix shifts, a higher tax rate, costs associated with the company owned life insurance program and start-up costs associated with Brush Engineered Bronze. Despite these unusual factors, Brush Wellman's earnings increased in 1997. 1 4 Brush Wellman's capital expenditures increased in 1997, reflecting investments in Alloy Strip, Brush Engineered Bronze and Mine Development. Capital expenditures are expected to remain high in 1998. In addition, Brush Wellman is financing a considerable amount of the Alloy Strip expansion via a combination of operating and synthetic lease arrangements. Our balance sheet remains strong. Long-term debt as a percent of total capital was 7% at the end of 1997. This ratio will grow in 1998, however, with our major expansion and upgrading of our Alloy Strip capability. The leasing obligations mentioned above will be in addition to long-term debt reflected on the balance sheet. Management remains committed to maintaining the Company's strong financial condition. Our debt and leasing arrangements are detailed in Notes E and F, pages 13 and 14. PRODUCT AND MARKET SUMMARY We look at our various products in two major groups: the Metal Systems Group and the Microelectronics Group. METAL SYSTEMS GROUP The Metal Systems Group represents approximately 70% of sales, and includes Alloy Products, Engineered Material Systems (produced by the Company's subsidiary, Technical Materials, Inc.), and Beryllium Products. Alloy Products' sales grew in 1997 relative to 1996, both domestically and overseas. This continuing strength reflects high levels of demand for these materials in electronics applications and our continuing success in developing new applications in automotive electronics, telecommunications, appliances, commercial aircraft and plastic mold materials markets. In addition, Alloy Strip production continues at full capacity, creating strains on the manufacturing system, cost pressures and limiting our short-term growth. These strains should begin to be relieved as the new Alloy Strip capacity becomes operational. Start up on the new casting facility occurred on schedule during the fourth quarter 1997. The new rolling equipment should be operational in the second half 1998. The Company's new Brush Engineered Bronze facility began operating in the fourth quarter and is now shipping high quality specialty alloys to customers. Technical Materials, Inc. (TMI) also had a very strong year, posting significant increases in sales and profit. Over the past five years TMI has consistently contributed to Brush Wellman's growth and profitability. Sales of Beryllium Products also grew in 1997. The Company is encouraged by the success in developing new applications for AlBeMet(R), in aerospace, commercial satellites, industrial and high-performance automotive applications. Beryllium Products operated at a loss for the whole of 1997 but was profitable for the second half of the year. The Company's international sales grew by 31% in 1997, despite the translation effects from a stronger dollar. MICROELECTRONICS GROUP Our Microelectronics Group includes Precious Metal Products (produced by Williams Advanced Materials Inc., a Brush Wellman subsidiary), Ceramic Products and Circuits Processing Technology. The Microelectronics Group represents slightly less than 30% of Brush Wellman sales. Sales of the Company's Williams Advanced Materials Inc. (WAM) subsidiary increased dramatically in 1997 and established an all-time record. The profitability of precious metal products continued to increase in 1997. Sales of vapor deposition products were particularly strong. This performance was the result of the team at WAM's success in developing new markets and adapting to rapidly changing customer requirements. However, WAM sales, though profitable, tend to contribute lower margins because of their high precious metal content. In addition, volatility in the worldwide platinum and palladium markets during the second and third quarters of 1997 caused WAM's profitability to be less than it otherwise would have been. Despite this external pressure, WAM's contribution to sales and earnings was considerably higher than in 1996. Ceramic Products' sales grew in 1997, particularly in wireless telecommunications applications. Sales of CuPack, our family of high performance direct bond copper packages also grew significantly in 1997. Brush Wellman Ceramic Products offer thermal management solutions for electronics applications in wireless telecommunications, automotive, computer and satellite markets. Circuits Processing Technology (CPT) also made a positive contribution. 2 5 Additional details of sales and financial performance during 1996 are contained in Management's Discussion and Analysis, beginning on page 22. STRATEGIC REVIEW The decade of the 1990's has been one of transition and growth for Brush Wellman. Sales have grown steadily over the past five years, from a low of $265 million in 1992, to a record $434 million in 1997. This is an average annual growth rate of over 10%, a rate considerably more robust than the United States economy over the same period. This performance is especially gratifying considering the structural changes that occurred in the Company's market base. At the beginning of the decade, defense and mainframe computer applications represented nearly 70% of the Company's sales. The end of the Cold War and the major changes in mainframe computer design resulted in dramatic reductions in demand for our materials. By 1997, these two markets represented less than 10% of the Company's sales. Data processing/electronics, including personal computers, data storage devices and related connectors, switches relays and microelectronic components accounted for more than 30% of sales in 1997. Telecommunications, automotive electronics, appliances, plastic molds, commercial aviation and consumer products are now important markets for our products. This transition in Brush Wellman's business was the result of the successful implementation of a strategic, targeted marketing and product development plan. Most of the growth the Company has achieved in recent years has been in new or improved products. International marketing has been another major strategic effort, and overseas sales have contributed greatly to the Company's growth. The largest overseas customer concentrations are in Germany, Japan, the United Kingdom, Switzerland and Singapore. International sales represented 32% of the Company's total in 1997, and achieved an all-time record despite the translation effects of the strong dollar. THE FUTURE: BRUSH WELLMAN'S STRATEGY FOR SUSTAINABLE GROWTH Brush Wellman is the world's leading producer of beryllium materials. Any strategy for the future must recognize and build upon this unique core competency. Our materials can simultaneously provide light weight and strength, or thermal conductivity and electrical insulating properties. They can withstand high temperatures, readily conduct electricity and resist stress and fatigue. Because of their unique combinations of properties, materials produced by Brush Wellman can enable our customers to produce safer, smaller, more reliable and more efficient products, improve productivity and reduce costs, over the life of their products. Given the continuing trends toward miniaturization, weight reduction, increased electronic content, and the heightened awareness of the costs of component failure and repair-related downtime, we are convinced that our materials have the potential to capture a far greater portion of the worldwide specialty materials market. Brush Wellman sales and earnings have grown consistently throughout the past five years. During 1997, this improved "Our investments . . . are designed to allow Brush Wellman to reposition itself in the materials marketplace, thereby creating opportunities for growth." 3 6 performance began to be reflected in our returns to shareholders, as the price of Brush Wellman stock increased by 50% from the beginning through the end of the year. Improving shareholder value will continue to be an important priority in 1998. To do that, we realize that we must achieve earnings growth, and improve our asset utilization. We also realize that we must continue to demonstrate the success of our Alloy Products' growth strategy, including a successful start-up of our Alloy Strip expansion. For the longer term, we remain focused on three major Strategic Thrusts: o First, improve the base business, o Second, become the worldwide leader in specialty nonferrous alloys, and o Third, build a microelectronics business. Improve the Base..... Despite the progress made in 1997, there remain opportunities to improve the base business. In particular, many opportunities for improvement have been identified in Ceramic Products, Beryllium Products, our Elmore operation, and business systems. Ceramic Products' profitability improvement efforts are concentrated on cost reduction, focusing on yield improvements, and the pursuit of Direct Bond Copper and Copper Tungsten as major new opportunities for growth. We achieved a major turnaround in Ceramic profitability in 1997, but this product area continued to operate at a loss throughout the year. Thus, Ceramic remains an area for profit improvement focus. Beryllium Products' profitability is being enhanced through a combination of cost reduction efforts, product and process improvements, and growth in sales of AlBeMet(R). Beryllium Products lost money for 1997 overall, but was profitable during the second half and is expected to continue improving this year. We are determined to improve the efficiency of our Elmore, Ohio operation, which is by far the largest in the Company. The Alloy expansion will help considerably, but it will only get us part of the way to being a truly world class operation. In 1998 we are challenging ourselves to make demonstrable progress in cost, quality and worker safety at our Elmore operation. In addition, during 1998 we are continuing our program to convert all business systems for the year 2000. Details of our year 2000 compliance program can be found in Management's Discussion and Analysis, page 25. ... Become the Global Leader in Non-Ferrous Specialty Alloys ... Our second strategic thrust involves expanding our alloy capabilities, with the goal to become the global leader in non-ferrous specialty alloys. Alloy has enjoyed good growth over the past five years, led by Alloy 174 strip. This lower-priced, patented copper beryllium alloy has become a major part of the product mix in terms of dollar sales and an even larger portion of Alloy production in terms of pounds. Traditional alloy strip has also continued to grow over the past few years. However, despite our sales gains, copper beryllium represents a small proportion of non-ferrous alloys. We are convinced that our products have the potential to capture a much larger share of this market, if we make some fundamental changes. Specifically, the keys to positioning Alloy to be the world's leader in specialty, high-performance non-ferrous alloys are: expand capacity, introduce new alloys, broaden international marketing capabilities, fully utilize organizational strengths and expand the range of alloy product offerings by adding specialty, non-beryllium-containing alloys to our product line. In May 1996, the Board of Directors approved a plan for a major expansion and upgrading of our alloy strip capabilities, involving the investment of $117 million. The goals of this investment are to increase capacity, reduce costs, improve service and optimize working capital utilization. In addition, the new capacity will incorporate advanced environmental, health and safety technology, so as to be the safest work place reasonably 4 7 achievable, and have minimal impact on the external environment. The expansion involves the installation of a new cast shop, hot and cold rolling mills, annealing, pickling and finishing equipment. The new cast shop will increase the capacity, improve the quality and reduce the cost of all our alloy products. This project is not simply an expansion of existing capabilities. Rather, it is designed to allow Brush Wellman to reposition itself in the materials marketplace, and thereby create major opportunities for growth. By reducing our costs and allowing us to produce strip in much larger coils, the new capacity will enable Brush Wellman to compete for many applications which were not accessible to us before. The combination of our quality, technical abilities and the properties of our materials with world class production facilities, a lower cost structure and greater casting and rolling capacity should position Brush Wellman to be a formidable competitor in the worldwide copper-based specialty alloys market as we approach the 21st century. Ground was officially broken on the expansion in June 1996. Casting began in November 1997. Remaining construction is proceeding on schedule, and the new capacity should be fully operational by the fourth quarter. The project is being financed primarily off-balance sheet, through a combination of: o an Operating Lease arrangement with the Toledo Port Authority for the building, amounting to just under $19 million, o a Synthetic Lease on equipment, involving the participation of several banks, which could total $62 million, and o the balance, or about $36 million, will be financed through a combination of cash outlays and debt. This financing arrangement not only enhances the project from a balance sheet and cash flow standpoint, but it also involves a very attractive total financing cost over the life of the project. Over the long run, the expansion should significantly enhance the Company's ability to provide a superior return on investment, and thus improve shareholder value. The expansion is obviously a major and necessary step, but to maximize growth potential in the non-ferrous alloys market, we must also introduce new alloys. Traditionally, our alloy products have been confined to the highest end, "premium" niche of the market. Today, through a combination of product development and capacity expansion, we are taking steps to offer products with significant competitive advantages for the larger, "specialty" segment of the market. We are now introducing a new alloy family, Alloy 171, directed at large volume users in the automotive, telecommunications, computer and appliance markets. Thus far, the interest in this new alloy system among potential users is very strong. Alloy 171 has been approved for design in major connector applications in the United States and internationally. We also continue to broaden international marketing capabilities. We have been very successful in Europe and Japan in recent years. Our work in these markets will intensify as we move forward. In addition, we are broadening our scope to the ASIAN region through our joint venture Distribution Center in Singapore, which opened in 1997. Over the years, we have built a strong Alloy Marketing organization. Moving forward, we are identifying ways to utilize this organizational strength to do a more effective job of target market and account development, particularly in international markets. We intend to exploit opportunities in non-beryllium alloys. The new Brush Engineered Bronze, a family of specialty alloys in rod, bar and tube form, is currently being introduced, supported by a $12 million, 50,000 square foot greenfield expansion in Lorain, Ohio. This facility began casting specialty non-ferrous alloys during the fourth quarter 1997. The addition of Brush Engineered Bronze to our product line further strengthens our position in the specialty alloys business. It represents another step toward our goal to be the world's leading producer of high-quality, specialty non-ferrous alloys.. ...BUILD A MICROELECTRONICS BUSINESS Our third strategic thrust involves building a microelectronics business. The Microelectronics Group competes for a multi-billion dollar worldwide market, and currently represents approximately 30% of Brush Wellman's sales. We have an 5 8 established marketing and sales presence in this business with a range of products which meet the high performance requirements of the microelectronics industry. We believe that by executing a strategy based on internal growth and acquisition, we will be able to significantly expand our presence in these attractive, fast growing worldwide markets. Our strategic vision for microelectronics involves exploiting growth opportunities for materials and value-added package components. Williams Advanced Materials has been very successful in expanding its markets over the past few years. WAM is positioned to continue developing new markets and applications for precious metal materials both in North America and Asia, through its facility in Singapore. Beryllium Oxide Ceramic materials grew in 1997 in wireless telecommunications applications. This material provides solutions to thermal management problems which are presented by high-frequency or high-power microelectronics, particularly in small spaces. We are also exploring certain metal matrix composites and powder metal materials. Our value-added components include CuPack and other direct bond copper components as well as the thick-film substrate package components produced by Circuits Processing Technology Inc. These value-added components offer alternative thermal management solutions, focusing on high-performance, wireless telecommunications. Our growth plans for the future involve internal development by maximizing our organizational and technical strengths, interunit synergy and targeted acquisitions. DIVIDEND INCREASE In August, the Board of Directors approved a 9% increase in the quarterly cash dividend to a rate of 12 cents per share. This raised the annualized dividend rate to 48 cents per share from the previous rate of 44 cents. SHARE REPURCHASE In May, the Board of Directors granted the authority for share repurchases, in the open market, of a maximum of one million shares over the next four years. The plan is intended to offset dilution due to issuance of stock through the incentive compensation plans, and to provide the Company the option of acquiring shares of Brush Wellman when such investment appears especially attractive. During 1997, Brush Wellman repurchased 205,600 shares. ORGANIZATION In May, the Board of Directors elected Mr. Brian J. Derry Vice President Operations. In this position, Mr. Derry is responsible for all of the Company's Alloy and Beryllium manufacturing operations in Delta, Utah, Elmore, Ohio and Reading, Pennsylvania. Mr. Derry joins Brush Wellman with over twenty-five years of operations management experience, most recently for the Ethyl Corporation, a $1.5 billion manufacturer of fuel additives in Richmond, Virginia, and also for General Electric Company's Plastics Group and Allied Chemical Company. We are very pleased that Brian has joined Brush Wellman. He has quickly become an important contributor to the accomplishment of our objectives. In August, Mr. James P. Mooney resigned from the Board of Directors. Mr. Mooney is Chairman and Chief Executive Officer of The OM Group, Inc. He had joined the Brush Wellman Board of Directors in October 1996, but was unable to continue on the Board due to scheduling conflicts. He made a positive impact on Brush Wellman during his short tenure on our Board. We wish him and OM Group continued success in the future. Three long-standing members -- Mr. Henry G. Piper, Mr. Gerald C. McDonough and Mr. Frank B. Carr -- retired from the Board of Directors during 1997. Mr. Piper originally joined the Company in 1959 and rose through the ranks to Chairman, President and CEO, before retiring in 1991. He had served on the Board of Directors since 1967. Mr. McDonough had been a member of the Board since 1983. During his fourteen years of service on the Board, he was an immense help to the Company, and a strong advocate of shareholder interests. Mr. Carr retired from the Board in December, in accordance with the Company's mandatory retirement policy for Directors who reach age 70. Brush Wellman is grateful to Mr. Carr for his twenty-seven years of service as a Director. He contributed greatly to the Company's success for nearly three decades. All three of these 6 9 long-standing Board members served with distinction. We wish them well on their retirement from the Board. We also welcomed two new Directors in 1997. Mr. Joseph P. Keithley was appointed to the Board of Directors in June. Mr. Keithley, 49, is the Chairman of the Board, President and Chief Executive Officer of Keithley Instruments, Inc. in Cleveland, Ohio. In December Brush Wellman announced the appointment of Mr. William R. Robertson to its Board of Directors. Mr. Robertson, 56, is a Managing Partner of Kirtland Capital. Prior to joining Kirtland, Mr. Robertson was President of National City Corporation. He is a Director of National City Corporation and National City Bank. We are very pleased that Mr. Keithley and Mr. Robertson have joined our Board of Directors. They bring to the Board a wealth of knowledge and understanding of high technology industry, finance and capital markets as well as management expertise. ENVIRONMENTAL, HEALTH AND SAFETY ISSUES In solid form, the form in which it is nearly always used, beryllium and beryllium alloys pose no special health risk. However, for nearly fifty years, it has been known that inhalation of very fine airborne particles of beryllium may cause a lung disorder, known as chronic beryllium disease (CBD). Chronic beryllium disease is a lung condition that occurs in that small minority of persons whose immune systems react to beryllium in the lungs. The large majority of people do not have an adverse reaction to beryllium exposure. The risk of CBD is generally confined to workplaces in which operations are performed that generate beryllium-containing dust or fumes. At Brush Wellman, efforts in regard to CBD focus on two fronts: prevention and treatment. In terms of prevention, we continue to work -- and to invest resources -- to protect workers from potentially harmful exposures to airborne beryllium. During 1997 we continued to implement changes in work practices in certain operations to more effectively limit potential for harmful exposure. In addition, in May 1997, the Board of Directors authorized investing an additional $2.5 million for capital improvements to our Beryllium Products operation in Elmore, Ohio aimed specifically at further reducing the potential for employee exposure to airborne beryllium. Our efforts to develop more effective treatments involve a continuing commitment to medical research. In 1997 we completed surveillance blood testing of employees in Utah and presented results of this work and the related Epidemiological Study to the employees. This work is part of an ongoing effort to increase the medical understanding of CBD, with a goal of developing more effective treatments, and hopefully, a cure for the condition. We also continue to support the work of the Beryllium Industry Science Advisory Committee. OUTLOOK Looking forward, demand for our products is at an all time high and continues to grow. We should begin to see some of the benefits of our capital investment program in 1998. Brush Engineered Bronze is now operating. In addition, successful trial heats on the new casting equipment in Elmore were conducted in the fourth quarter, and material from this new equipment is now beginning to feed our commercial alloy production stream. The new alloy strip rolling and finishing equipment in Elmore is scheduled to be operational by the fourth quarter of 1998. However we are currently operating at capacity in this, our largest product line, and will likely remain capacity constrained until the new equipment is in operation. In addition, our profits will continue to suffer from currency pressures if the dollar remains at its current high levels or strengthens further. For the longer term, Brush Wellman remains committed to its strategic plan to increase shareholder value through a combination of actions focused on improving our base, becoming the worldwide leader in specialty, non-ferrous alloys, and building a microelectronics business. Our plans are ambitious, but I am convinced that we have a unique combination of products, processes, technology, facilities, a global distribution system, financial resources and, most importantly, competent and dedicated people. The employees of Brush Wellman can be proud that we have met the challenges of the past decade, and I look forward with enthusiasm to achieving our goals of significant and sustainable growth in sales, earnings and shareholder returns in the years ahead. /s/ Gordon D. Harnett Gordon D. Harnett Chairman of the Board President and Chief Executive Officer March 1998 7 10 Consolidated Statements of Income Brush Wellman Inc. and Subsidiaries Years ended December 31, 1997, 1996 and 1995 (Dollars in thousands except per share amounts) 1997 1996 1995 ---- ---- ---- Net Sales .................................................................... $ 433,801 $ 376,279 $ 369,618 Cost of sales.............................................................. 320,792 267,713 268,732 --------- ------------ ------------ Gross Margin.................................................................. 113,009 108,566 100,886 Selling, administrative and general expenses............................... 68,953 64,991 62,736 Research and development expenses ......................................... 7,707 8,309 7,814 Other-- net ............................................................... 325 961 1,250 --------- ------------ ------------ Operating Profit.............................................................. 36,024 34,305 29,086 Interest expense .......................................................... 553 1,128 1,653 --------- ------------ ------------ INCOME BEFORE INCOME TAXES ............... 35,471 33,177 27,433 --------- ------------ ------------ Income taxes: Currently payable ......................................................... 8,506 9,825 9,547 Deferred .................................................................. 1,368 (1,139) (2,803) --------- ------------ ----------- 9,874 8,686 6,744 --------- ------------ ----------- NET INCOME ............... $ 25,597 $ 24,491 $ 20,689 ========== ============ ============ Net income per share of Common Stock--basic............................... $ 1.58 $ 1.55 $ 1.28 ========== ============ ============ Average number of shares of Common Stock outstanding-basic.................... 16,214,718 15,846,358 16,159,508 Net income per share of Common Stock--diluted.............................. $ 1.56 $ 1.53 $ 1.27 =========== ============ ============ Average number of shares of Common Stock outstanding--diluted................. 16,429,468 15,980,481 16,289,795 See notes to consolidated financial statements. 8 11 Consolidated Statements of Cash Flows Brush Wellman Inc. and Subsidiaries Years ended December 31, 1997, 1996 and 1995 (Dollars in thousands) 1997 1996 1995 ---- ---- ---- Cash Flows from Operating Activities: Net Income ....................................................................... $ 25,597 $ 24,491 $ 20,689 Adjustments to Reconcile Net Income to Net Cash Provided from Operating Activities: Depreciation, depletion and amortization ....................................... 18,695 18,537 18,042 Amortization of mine development ............................................... 634 4,417 2,869 Decrease (Increase) in accounts receivable ..................................... (12,652) (557) (308) Decrease (Increase) in inventory ............................................... 3,653 (2,946) 874 Decrease (Increase) in prepaid and other current assets ........................ (4,001) (460) (1,951) Increase (Decrease) in accounts payable and accrued expenses ................... 10,126 1,158 (1,856) Increase (Decrease) in interest and taxes payable (2,536) (1,327) 1,050 Increase (Decrease) in deferred income tax ..................................... 1,466 (1,189) (1,284) Increase (Decrease) in other long-term liabilities ............................. 962 1,954 2,061 Other--net .................................................................... (1,550) 966 (589) -------- -------- -------- NET CASH PROVIDED FROM OPERATING ACTIVITIES 40,394 45,044 39,597 Cash Flows from Investing Activities: Payments for purchase of property, plant and equipment ........................... (53,155) (26,825) (24,244) Payments for mine development .................................................... (9,526) (3,663) (787) Other investments--net .......................................................... (1,686) (4,909) 718 -------- -------- -------- NET CASH USED IN INVESTING ACTIVITIES (64,367) (35,397) (24,313) Cash Flows from Financing Activities: Proceeds from issuance of short-term debt ........................................ 6,997 552 5,845 Proceeds from issuance of long-term debt ......................................... -- 8,305 -- Repayment of long-term debt ...................................................... (960) (813) (758) Repayment of short-term debt ..................................................... (93) (2,149) (5,000) Purchase of treasury stock ....................................................... (4,927) (6,656) (2,826) Issuance of Common Stock under stock option plans ................................ 5,872 1,460 1,141 Payments of dividends ............................................................ (7,285) (6,489) (5,489) -------- -------- -------- NET CASH USED IN FINANCING ACTIVITIES (396) (5,790) (7,087) Effects of Exchange Rate Changes on Cash & Cash Equivalents ......................... (210) (1,661) 915 -------- -------- -------- NET CHANGE IN CASH AND CASH EQUIVALENTS (24,579) 2,196 9,112 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 31,749 29,553 20,441 -------- -------- -------- CASH AND CASH EQUIVALENTS AT END OF YEAR $ 7,170 $ 31,749 $ 29,553 ======== ======== ======== See notes to consolidated financial statements 9 12 Consolidated Balance Sheets Brush Wellman Inc. and Subsidiaries December 31, 1997 and 1996 (Dollars in thousands) 1997 1996 ---- ---- ASSETS CURRENT ASSETS Cash and cash equivalents...................................................................... $ 7,170 $31,749 Accounts receivable (less allowance of $1,059 for 1997 and $954 for 1996)...................... 62,812 52,211 Inventories.................................................................................... 90,714 96,324 Prepaid expenses and deferred income taxes..................................................... 18,215 16,949 -------- -------- TOTAL CURRENT ASSETS 178,911 197,233 OTHER ASSETS...................................................................................... 31,319 28,326 Property, Plant and Equipment Land........................................................................................... 5,043 5,186 Buildings...................................................................................... 85,721 80,057 Machinery and equipment........................................................................ 312,088 274,903 Construction in progress....................................................................... 26,735 19,405 Allowances for depreciation.................................................................... (272,192) (256,690) --------- --------- 157,395 122,861 Mineral resources.............................................................................. .5,693 5,693 Mine development............................................................................... 28,409 18,883 Allowances for amortization and depletion...................................................... (17,875) (17,217) --------- --------- 16,227 7,359 --------- --------- PROPERTY, PLANT AND EQUIPMENT-- NET 173,622 130,220 --------- --------- $ 383,852 $ 355,779 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Short-term debt................................................................................$ 28,877 $ 25,670 Accounts payable............................................................................... 13,519 7,713 Salaries and wages............................................................................. 12,341 9,672 Taxes other than income taxes.................................................................. 2,611 2,212 Other liabilities and accrued items............................................................ 13,628 13,810 Dividends payable.............................................................................. 1,967 1,789 Income taxes................................................................................... 5,369 8,195 --------- --------- TOTAL CURRENT LIABILITIES 78,312 69,061 OTHER LONG-TERM LIABILITIES 8,200 6,906 RETIREMENT AND POST-EMPLOYMENT BENEFITS 39,825 40,365 LONG-TERM DEBT 17,905 18,860 DEFERRED INCOME TAXES 2,797 1,330 SHAREHOLDERS' EQUITY Serial Preferred Stock, no par value; 5,000,000 shares authorized, none issued -- -- Common Stock, $1 par value Authorized 45,000,000 shares; issued 22,227,006 shares (21,908,885 for 1996)................. 22,227 21,909 Additional paid-in capital..................................................................... 59,583 53,650 Retained income................................................................................ 254,174 236,043 --------- --------- 335,984 311,602 Less: Common Stock in treasury, 5,843,561 shares in 1997 (5,618,377 in 1996)................... 96,639 91,357 Other Equity transactions.................................................................... 2,532 988 --------- --------- TOTAL SHAREHOLDERS' EQUITY 236,813 219,257 --------- --------- $ 383,852 $ 355,779 ========= ========= See notes to consolidated financial statements 10 13 Consolidated Statements of Shareholders' Equity Brush Wellman Inc and Subsidiaries Years ended December 31, 1997, 1996 and 1995 (Dollars in thousands except per share amounts) Additional Common Common Paid-In Retained Stock In Stock Capital Income Treasury Other -------------------------------------------------------------------- BALANCES AT JANUARY 1, 1995 $ 21,215 $ 44,258 $203,341 $ (81,874) Net income............................................. 20,689 Declared dividends .36 per share ...................... (5,821) Proceeds from sale of 71,270 shares under option plans. 71 910 Income tax benefit from employees' stock options....... 160 Other equity transactions.............................. 44 330 (1) $ (194) Purchase of shares for treasury........................ (2,826) --------- --------- --------- --------- --------- BALANCES AT DECEMBER 31, 1995 21,330 45,658 218,209 (84,701) (194) Net income 24,491 Declared dividends $.42 per share...................... (6,657) Proceeds from sale of 93,710 shares under option plans. 94 1,211 Income tax benefit from employees' stock options....... 155 Purchase of business................................... 368 5,296 Other equity transactions.............................. 117 1,330 (794) Purchase of shares for treasury........................ (6,656) --------- --------- --------- --------- --------- BALANCES AT DECEMBER 31, 1996 21,909 53,650 236,043 (91,357) (988) Net income............................................. 25,597 Declared dividends $.46 per share...................... (7,463) Proceeds from sale of 309,196 shares under option plans 309 4,821 Income tax benefit from employees' stock options....... 742 Other equity transactions.............................. 9 370 (3) (1,544) Forfeiture of restricted stock......................... (355) Purchase of shares for treasury........................ (4,927) --------- --------- --------- --------- --------- BALANCES AT DECEMBER 31, 1997 $ 22,227 $ 59,583 $ 254,174 $ (96,639) $ (2,532) ========= ========= ========= ========= ========= See notes to consolidated financial statements 11 14 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Brush Wellman Inc. and Subsidiaries December 31, 1997 NOTE A - ACCOUNTING POLICIES ORGANIZATION: The Company is a manufacturer of engineered materials used in the computer and related electronics, telecommunications and automotive electronic markets. The Company also sells into the aerospace/defense and appliance/consumer markets. The majority of sales are to customers in North America, Western Europe and the Pacific rim. Major products sold are beryllium alloys, beryllium, engineered material systems, precious metals, ceramics and thick film circuits. The Company is vertically integrated and distributes its products through a combination of Company-owned facilities and outside distributors and agents. USE OF ESTIMATES: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimates. CONSOLIDATION: The consolidated financial statements include the accounts of Brush Wellman Inc. and its subsidiaries, all of which are wholly owned. Intercompany accounts and transactions are eliminated in consolidation. CASH EQUIVALENTS: All highly liquid investments with a put option or maturity of three months or less when purchased are considered to be cash equivalents. INVENTORIES: Inventories are stated at the lower of cost or market. The cost of domestic inventories except ore and supplies is principally determined using the last-in, first-out (LIFO) method. The remaining inventories are stated principally at average cost. PROPERTY, PLANT AND EQUIPMENT: Property, plant and equipment is stated on the basis of cost. Depreciation is computed principally by the straight-line method, except certain facilities for which depreciation is computed by the sum-of-the-years digits or units-of-production method. Depreciable lives that may be used in computing the annual provision for depreciation by class of asset are as follows: Years ------------ Land improvements................................................ 5 to 25 Buildings........................................................ 10 to 40 Leasehold improvements....................................... ... Life of lease Machinery and equipment.......................................... 3 to 15 Furniture and fixtures........................................... 4 to 15 Automobiles and trucks........................................... 2 to 8 Research equipment............................................... 6 to 12 MINERAL RESOURCES AND MINE DEVELOPMENT: Property acquisition costs and mining costs associated with waste rock removal are recorded at cost and are depleted or amortized by the units of production method based on recoverable proven beryllium reserves. Exploration and pre-production mine development expenses are charged to operations in the period in which they are incurred. INTANGIBLE ASSETS: The cost of intangible assets is amortized by the straight-line method over the periods estimated to be benefited, which is generally twenty years or less. ASSET IMPAIRMENT: In the event that facts and circumstances indicate that the carrying value of long-lived and intangible assets may be impaired, an evaluation of recoverability would be performed. If an evaluation is required, the estimated future cash flow associated with the asset would be compared to the asset's carrying amount to determine if a write-down may be required. DERIVATIVES: Forward foreign exchange currency contracts are marked-to-market using the applicable rates and any unrealized losses are taken to income. Realized gains and losses on forward contracts and commodity swaps and realized gains on foreign currency options are taken to income when the financial instrument matures. Option premiums are classified as prepaid expenses and amortized over the term of the option. REVENUE RECOGNITION: The Company recognizes revenue when goods are shipped and title passes to the customer. ADVERTISING COSTS: The Company expenses all advertising costs as incurred. Advertising costs were immaterial for the years presented in the consolidated financial statements. INCOME TAXES: The Company uses the liability method as required by Statement of Financial Accounting Standards (SFAS) No. 109 in measuring the provision for income taxes and recognizing deferred tax assets and liabilities on the balance sheet. This statement requires that deferred income taxes reflect the tax consequences of currently enacted rates for differences between the tax bases of assets and liabilities and their financial reporting amounts. RECLASSIFICATION: Certain amounts in prior years have been reclassified to conform with the 1997 consolidated financial statement presentation. NET INCOME PER SHARE: The Company adopted SFAS No. 128, "Earnings per Share" in 1997 as prescribed, replacing the presentation of primary and fully diluted earnings per share (EPS) with a presentation of basic and diluted EPS. Basic EPS is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the assumed conversion of all dilutive common stock equivalents as appropriate under the treasury stock method. The EPS for all periods reported herein have been restated to comply with SFAS No. 128, including the quarterly results for 1996 and 1997. ENVIRONMENTAL REMEDIATION: The Company adopted the Statement of Position ("SOP") 96-1, "Environmental Remediation Liabilities" in the first quarter of 1997. The adoption did not have a material impact on its financial position or results of operations. Contingencies, including environmental remediation liabilities, are further outlined in Note M to the Consolidated Financial Statements. 12 15 NEW PRONOUNCEMENTS: In 1997, the Financial Accounting Standards Board issued SFAS No. 130, "Reporting Comprehensive Income," and SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information." These pronouncements set forth certain public reporting requirements and standards, but do not necessitate any changes in accounting practices nor will they affect reported earnings. The Company is studying the impact of these new requirements on its reporting and will adopt them as prescribed in 1998. NOTE B - ACQUISITIONS In October 1996, the Company acquired the Common Stock of Circuits Processing Technology, Inc. for Company Common Stock. This transaction was accounted for as a purchase and did not have a material impact on operations. NOTE C - INVENTORIES Inventories in the consolidated balance sheets are summarized as follows: DECEMBER 31 (Dollars in thousands) 1997 1996 Principally average cost: -------- -------- Raw materials and supplies.............................. $17,331 $20,210 In process.............................................. 58,666 55,242 Finished................................................ 37,008 42,536 -------- -------- 113,005 117,988 Excess of average cost over LIFO inventory value......................................... 22,291 21,664 -------- -------- $90,714 $96,324 ======== ======== Inventories aggregating $66,221,000 and $67,730,000 are stated at LIFO at December 31, 1997 and 1996, respectively. NOTE D - INTEREST Interest expense associated with active construction and mine development projects is capitalized and amortized over the future useful lives of the related assets. Interest paid was $2,560,000, $2,168,000 and $2,284,000 in 1997, 1996 and 1995, respectively. Interest costs capitalized and the amounts amortized are as follows: (Dollars in thousands) 1997 1996 1995 ------ ------ ------ Interest incurred........................... $2,371 $2,103 $2,099 Less capitalized interest................... 1,818 975 446 ------ ----- ------- $ 553 $1,128 $1,653 ====== ======= ======= Amortization, included principally in cost of sales......................... $ 600 $ 573 $ 578 ====== ======= ======= In 1986, the Company purchased company-owned life insurance policies insuring the lives of certain United States employees. The contracts are recorded at cash surrender value, net of policy loans, in other assets. The net contract (income) expense, including interest expense recorded in Selling, Administrative and General expenses, was $1,075,000, ($190,000) and $954,000 in 1997, 1996 and 1995, respectively. The related interest expense was $3,081,000, $5,115,000 and $4,788,000, respectively. NOTE E - DEBT A summary of long-term debt follows: DECEMBER 31 (Dollars in thousands) 1997 1996 ---- ---- 9.60% - 9.68% medium-term notes, $5 million payable in each of 1997 and 2000..................... $ 5,000 $10,000 Variable rate industrial development revenue bonds payable in installments beginning in 2005............. 3,000 3,000 5.45% - 6.45% industrial development revenue bonds payable in equal installments through 2000............ 2,400 3,200 Variable rate industrial development revenue bonds payable in 2016......................... 8,305 8,305 Variable rate note payable in equal installments through 1999 (paid off in 1997)....................... 0 253 ------- ------- 4.90% note payable in yen in equal installments through 1997 (converted to short-term debt)........... 0 706 ------- ------- 18,705 25,464 Current portion of long-term debt........................ (800) (6,604) ------- ------- $17,905 $18,860 ======= ======= Maturities on long-term debt instruments as of December 31, 1997, are as follows: 1998............................................................ $ 800 1999............................................................ 800 2000............................................................ 5,800 2001............................................................ 0 2002............................................................ 0 Thereafter...................................................... 11,305 -------- $ 18,705 ======== The Company has a revolving credit agreement with five banks which provides a maximum availability of $55,000,000 through April 30, 2000. At December 31, 1997, there were no borrowings outstanding against this agreement. The Company established a $10,000,000 multi-currency line of credit during 1997. At December 31, 1997 a short-term loan of 513,600,000 yen ($3,948,000) was outstanding. Included in short-term debt is $28,077,000 ($19,066,000 at December 31, 1996) outstanding under lines of credit totaling $82,894,000 ($114,612,000 at December 31, 1996). The $82,894,000 lines of credit consist of $40,000,000, $35,519,000 and $7,375,000 of domestic, foreign and precious metal (primarily gold) denominated debt respectively. The domestic lines of $40,000,000 are uncommitted, unsecured and renewed annually. The foreign lines are uncommitted, unsecured and renewed annually. The precious metal facility is secured and renewed annually. Of the amount outstanding, $20,702,000 is payable in foreign currencies and $7,375,000 is denominated in precious metal, primarily gold. Also included in short-term debt is $800,000 representing the current maturity of an industrial development revenue bond. The average rate on short-term debt was 3.0% and 3.5% as of December 31, 1997 and 1996, respectively. 13 16 NOTES TO CONSOLIDATED STATEMENTS (CONTINUED) The Company has a private placement agreement whereby the Company can issue up to an aggregate of $75,000,000 of medium-term notes ($5,000,000 outstanding at December 31, 1997). The notes bear a fixed interest rate and may have maturities from nine months to thirty years from date of issue as agreed upon in each case by the purchaser and the Company. During November 1996, the Company entered into an agreement with the Lorain Port Authority, Ohio to issue $8,305,000 in variable rate industrial revenue bonds, maturing in 2016. The variable rate ranged from 3.32% to 4.79% during 1997. During December 1995, the Company entered into an interest rate swap agreement to manage its interest rate exposure on the $3,000,000 variable rate industrial development revenue bond. The Company converted the variable rate to a fixed rate of 6.03% under the interest rate swap agreement that matures in 2002. The loan agreements include certain restrictive covenants covering the incurrence of additional debt, interest coverage, and maintenance of working capital, tangible net worth (as defined) and debt to earnings ratio. NOTE F - LEASING ARRANGEMENTS The Company leases warehouse and manufacturing space, and manufacturing and computer equipment under operating leases with terms ranging up to 25 years. Rent expense amounted to $4.3 million, $4.7 million and $ 4.1 million during 1997, 1996, and 1995, respectively. The future estimated minimum lease payments under non-cancelable operating leases with initial lease terms in excess of one year at December 31, 1997, are as follows: 1998 - $3.6 million; 1999 - $ 7.6 million; 2000 - $ 7.4 million; 2001 - $7.1 million; 2002 - $ 3.1 million; and thereafter - $22.3 million. The Company has agreements for the construction and operating leases of a production facility and certain equipment to be located in that facility. The new facility and related equipment will be owned by third parties and have an estimated cost of $81.1 million. Start-up of this facility, which will be phased in over time, began in the fourth quarter of 1997. Lease payments for the facility continue through 2011 with options for renewal. Lease payments of the related equipment commence in 1999 and continue through the initial lease term expiring in 2001. The Company has options to renew the lease of the equipment for seven one-year periods and to purchase the equipment for its estimated fair value at the end of each term. The lease provides for a substantial residual value guarantee by the Company at the termination of the lease. The Company has guaranteed performance under the construction contracts for the building and equipment. The estimated minimum payments under these leases are included in the preceding paragraph. The lease agreements include restrictive covenants covering certain liquidity ratios, maintenance of tangible net worth (as defined) and maximum rental expenses. NOTE G - DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE INFORMATION DERIVATIVE FINANCIAL INSTRUMENTS The Company has a program in place to manage foreign currency risk. As part of that program, the Company has entered into forward contracts to hedge anticipated foreign currency transactions, primarily foreign sales. The purpose of the program is to protect against the reduction in value of the foreign currency transactions from adverse exchange rate movements. Should the dollar strengthen significantly, the decrease in the value of the foreign currency transactions will be partially offset by the gains on the hedge contracts. All hedge contracts mature in two years or less. At year end, the Company was in a net unrealized gain position on its forward contracts that was not material to the Company. Therefore, the fair market value of the forward contracts approximates their nominal value as of the balance sheet date. The contracted amounts of the Company's outstanding forward contracts as of December 31, 1997 and December 31, 1996 were as follows: (DOLLARS IN THOUSANDS) 1997 1996 Currency: ---------- -------- Deutschemark............................................... $ 10,650 $ 9,300 Yen........................................................ 10,950 7,400 Sterling.................................................... 4,328 8,293 --------- --------- Total....................................................... $ 25,928 $ 24,993 ========= ========= CASH AND CASH EQUIVALENTS Included in cash equivalents at December 31, 1996 were $12.4 million in variable rate demand notes which are investments in debt securities that are revalued every seven days and puttable to the remarketing agent with seven days' notice. The notes are guaranteed by letters of credit from highly rated financial institutions. The carrying amounts reported in the balance sheet for cash and cash equivalents approximate fair value. There were no investments of this type at December 31, 1997. LONG- AND SHORT-TERM DEBT The fair value of the Company's debt (which had a carrying value of $46,782,000) at December 31, 1997 was estimated at $48,289,000 using a discounted cash flow analysis based on the Company's current incremental borrowing rates for similar types of borrowing arrangements. At December 31, 1996, the fair value of the Company's $44,530,000 of debt was estimated at $45,915,000 using the same procedure. OTHER SWAP ARRANGEMENTS The Company has commodity swap agreements to hedge a portion of anticipated copper purchases through 1999. Under these agreements, the Company receives or makes payments based on the difference between a specified price and the market price of copper. The fair value of these contracts at December 31, 1997 was $11.9 million (notional amount $12.9 million). INTEREST RATE SWAP AGREEMENTS In December, 1996, the Company entered into an interest rate swap agreement to hedge the variable rate payments to be made during the initial 14 17 term of an equipment lease (see Note F to the Consolidated Financial Statements). The Company has accounted for the swap as a hedge effectively fixing the estimated lease payments through the initial lease term. The fair value of this contract was a negative $1.2 million at December 31, 1997. The fair value approximated the notional value at December 31, 1996. In December 1995, the Company entered into an interest rate swap, converting to a fixed rate from a variable rate on a $3,000,000 industrial revenue development bond. The fair value of this swap at December 31, 1997 and December 31, 1996 approximated its notional value. NOTE H - CAPITAL STOCK The Company has 5,000,000 shares of Serial Preferred Stock authorized (no par value), none of which has been issued. Certain terms of the Serial Preferred Stock, including dividends, redemption and conversion, will be determined by the Board of Directors prior to issuance. On January 27, 1998, the Company's Board of Directors adopted a new share purchase rights plan and declared a dividend distribution of one right for each share of Common Stock outstanding as of the close of business on February 9, 1998. The plan allows for new shares issued after February 9, 1998 to receive one right subject to certain limitations and exceptions. Each right entitles the shareholder to buy one one-hundredth of a share of Serial Preferred Stock, Series A, at an initial exercise price of $110. 450,000 unissued shares of Serial Preferred Stock will be designated as Series A Preferred Stock. Each share of Series A Preferred Stock will be entitled to participate in dividends on an equivalent basis with one hundred shares of Common Stock. Each share of Series A Preferred Stock will be entitled to one vote. The rights will not be exercisable and will not be evidenced by separate right certificates until a specified time after any person or group acquires beneficial ownership of 20% or more (or announces a tender offer for 20% or more) of Brush Wellman Common Stock. The rights expire on January 27, 2008, and can be redeemed for 1 cent per right under certain circumstances. In May 1997, the Company's Board of Directors authorized the repurchase of up to 1,000,000 shares of its Common Stock (not to exceed 250,000 shares per year) over a four year period. Through December 31, 1997, the Company repurchased 205,600 shares at a total cost of $4.9 million. In December 1995, the Company's Board of Directors authorized a repurchase of up to 1,000,000 shares of its Common Stock. Through December 31, 1996, the Company repurchased 524,400 shares at a total cost of $9,481,000 under this program. In May 1996, the Company's Board of Directors withdrew the authority for additional share re-purchases. The 1995 Stock Incentive Plan authorizes the granting of five categories of incentive awards: performance restricted shares, performance shares, performance units, restricted shares and option rights. In 1997, a total of 9,000 special restricted shares (1,200 were subsequently forfeited) were granted to certain employees. In 1996, a total of 116,653 performance restricted shares and 118,127 performance shares were granted to certain employees. The market value of the performance restricted shares and the performance shares adjusted for management's expectation of reaching the Management Objectives as outlined in the plan agreement, and the related dividends on the performance restricted shares have been recorded as deferred compensation-restricted stock and are a component of other equity transactions of shareholders' equity. Deferred compensation is amortized over the vesting period and amounted to $270,000 and $188,000 in 1997 and 1996, respectively. Option rights entitle the optionee to purchase common shares at a price equal to or greater than market value on the date of grant. Option rights outstanding under the 1995 Stock Incentive Plan and previous plans generally become exercisable over a four-year period and expire ten years from the date of the grant. In 1995, the Company's right to grant options on a total of 228,565 shares (under the Company's 1979, 1984 and 1989 stock option plans) were terminated upon shareholder approval of the 1995 Stock Incentive Plan. No further stock awards will be made under the Company's 1979, 1984 and 1989 stock option plans except to the extent that shares become available for grant under these plans by reason of termination of options previously granted. The 1990 Stock Option Plan for Non-Employee Directors provides for a one-time grant of 5,000 options to each non-employee director at an option price equal to the fair market value of the shares at the date of the grant. Options are non-qualified and become exercisable six months after the date of grant. The options generally expire ten years after the date they were granted. The Company has adopted the disclosure-only provisions of SFAS No. 123, "Accounting for Stock Based Compensation", but applies APB Opinion No. 25 and related interpretation in accounting for its stock incentive plan. If the Company had elected to recognize compensation expense for its stock incentive plan awards based on the estimated fair value of the awards on the grant dates, consistent with the method prescribed by SFAS No. 123 by amortizing the expense over the options' vesting periods, the pro forma net income and earnings per share (E.P.S.) would have been as noted below: (IN THOUSANDS OF DOLLARS) 1997 1996 1995 Net income As reported $25,597 $24,491 $20,689 Pro forma $25,263 $24,255 $20,662 Basic E.P.S. As reported $ 1.58 $ 1.55 $ 1.28 Pro forma $ 1.56 $ 1.53 $ 1.28 Diluted E.P.S. As reported $ 1.56 $ 1.53 $ 1.27 Pro forma $ 1.54 $ 1.52 $ 1.27 Note: The pro forma disclosures shown are not representative of the effects on net income and earnings per share in future years. The weighted average fair value of the Company's stock options used to compute the pro forma net income and earnings per share disclosures is $4.99, $5.96 and $5.48 for 1997, 1996 and 1995, respectively. The fair 15 18 Notes to Consolidated Statements continued value is the estimated present value at grant date using the Black-Scholes option-pricing model with the following weighted average assumptions for the various grants in 1997, 1996 and 1995: 1997 1996 1995 ------- -------- -------- Risk-free interest rate..................... 6.15% 6.88% 7.75% Dividend yield.............................. 2.00% 2.03% 1.54% Volatility of stock......................... 29.90% 29.35% 30.90% Expected life of option..................... 4 years 10 years 4 years A summary of option activity during the years 1997, 1996 and 1995 follows: Range of Weighted Avg. Shares Option Prices Exercise Price ------ ------------- -------------- Outstanding at December 31, 1994........ 1,578,300 $11.81 to $38.94 $18.58 Granted................................. 210,400 $17.69 to $19.81 $17.74 Exercised............................... (71,270) $12.00 to $17.25 $13.77 Canceled................................ (55,690) $12.00 to $38.94 $29.34 --------- Outstanding at December 31, 1995........ 1,661,740 $11.81 to $38.94 $18.32 Granted................................. 35,000 $18.63 to $19.06 $18.69 Exercised............................... (93,710) $12.00 to $15.75 $13.93 Canceled................................ (58,460) $12.00 to $38.94 $30.98 --------- Outstanding at December 31, 1996........ 1,544,570 $11.81 to $38.94 $18.12 Granted................................. 212,550 $18.13 to $21.81 $18.26 Exercised............................... (309,696) $12.00 to $22.06 $16.65 Canceled................................ (107,040) $13.56 to $38.94 $28.79 --------- Outstanding at December 31, 1997........ 1,340,384 $11.81 to $29.94 $17.62 ========= At December 31, 1997, options for 1,141,774 shares (1,375,730 shares at December 31, 1996) were exercisable with a weighted average remaining life of 5.5 years and 4.9 years for 1997 and 1996, respectively, and a weighted average exercise price of $17.58 and $18.28 for 1997 and 1996, respectively. The outstanding options as of December 31, 1997, may be divided into the following ranges: Range of Average Option Prices Outstanding Exercisable Remaining Life $11.81 to $17.69 789,334 724,274 5.06 $18.63 to $25.50 544,050 410,500 6.16 $28.38 to $29.94 7,000 7,000 0.79 --------- ---------- Total 1,340,384 1,141,774 As of December 31, 1997, there were 194,757 shares (334,112 at December 31, 1996) available for future grants. NOTE I - INCOME TAXES Income before income taxes and income taxes are comprised of the following components, respectively: (DOLLARS IN THOUSANDS) 1997 1996 1995 Income before income taxes: -------- ------ ------- Domestic................................ $30,993 $28,750 $20,480 Foreign................................. 4,478 4,427 6,953 ------- ------- ------- Total before income taxes.............. $35,471 $33,177 $27,433 ======= ======= ======= Income taxes: Current income taxes: Domestic................................ $ 5,982 $ 7,736 $6,779 Foreign................................. 2,524 2,089 2,768 ------- ------- -------- Total current......................... 8,506 9,825 9,547 Deferred income taxes: Principally domestic.................... 1,368 (1,139) (2,803) ------- ------- -------- Total income taxes.................... $ 9,874 $ 8,686 $ 6,744 ======= ======= ======== A reconciliation of the federal statutory and effective income tax rates follows: 1997 1996 1995 ---- ---- ---- Federal statutory rate ...................... 35.0% 35.0% 35.0% State and local income taxes, net of federal tax effect...................... 1.7 1.1 2.1 Effect of excess of percentage depletion over cost depletion.............. (5.5) (4.9) (5.5) Company-owned life insurance................. (1.5) (3.6) (4.9) Difference due to book and tax basis of assets of acquired businesses........... 0.4 1.1 0.4 Taxes on foreign income - net................ (1.2) (1.2) (2.2) Other items.................................. (1.1) (1.3) (0.3) ---- ---- ---- Effective tax rate....................... 27.8% 26.2% 24.6% ==== ==== ==== Included in income taxes currently payable, as shown in the Consolidated Statements of Income, are $935,000, $585,000 and $904,000 of state and local income taxes in 1997, 1996 and 1995, respectively. The Company made domestic and foreign income tax payments, net of refunds, of $10,507,000, $11,144,000 and $8,087,000 in 1997, 1996 and 1995, respectively. 16 19 Under Statement 109, deferred tax assets and liabilities are determined based on temporary differences between the financial reporting bases and the tax bases of assets and liabilities. Deferred tax assets and (liabilities) recorded in the consolidated balance sheets consist of the following at December 31: (DOLLARS IN THOUSANDS) 1997 1996 ------- ------- Postretirement benefits other than pensions $12,455 $12,391 Alternative minimum tax credit.......................... 5,582 5,155 Other reserves.......................................... 7,095 6,592 Environmental reserves.................................. 1,666 1,236 Inventory .............................................. -- 380 Miscellaneous........................................... 652 744 ------- -------- Total deferred tax assets............................... 27,450 26,498 Depreciation............................................ (9,765) (9,693) Pensions................................................ (3,946) (3,851) Mine development........................................ (4,139) (2,005) Capitalized interest expense............................ (1,179) (1,358) Inventory .............................................. (198) -- ------- -------- Total deferred tax liabilities.......................... (19,227) (16,907) -------- -------- Net deferred tax asset ................................. $ 8,223 $ 9,591 ======== ======== NOTE J - EARNINGS PER SHARE Years ended December 31, 1997, 1996, and 1995. The following table sets forth the computation of basic and diluted earnings per share (E.P.S.): 1997 1996 1995 ----------- --------- ---------- Numerator for basic and diluted E.P.S.: Net income............................ $25,597,000 $24,491,000 $ 20,689,000 Denominator: Denominator for basic E.P.S. Weighted-average shares outstanding....................... 16,214,718 15,846,358 16,159,508 Effect of diluted securities: Employee stock options.............. 194,189 112,440 129,859 Performance restricted stock ....... 18,680 12,857 428 Special restricted stock............ 1,881 8,826 -- ----------- --------- ---------- Diluted potential common shares..... 214,750 134,123 130,287 Denominator for diluted E.P.S. Adjusted weighted-average shares outstanding....................... 16,429,468 15,980,481 16,289,795 =========== ========== ========== Basic E.P.S............................. $1.58 $1.55 $1.28 =========== ========= ========== Diluted E.P.S........................... $1.56 $1.53 $1.27 =========== ========= ========== NOTE K - PENSIONS The Company and its subsidiaries have noncontributory pension plans covering substantially all U.S. employees. Plans provide benefits based on the participants' years of service and compensation or stated amounts for each year of service. The Company's funding policy is to make the minimum actuarially computed annual contributions required by applicable regulations. No contributions were made in 1997, 1996 or 1995. A summary of the components of net periodic pension cost (credits) for pension plans follows (in thousands): DEFINED BENEFIT PLANS: 1997 1996 1995 Service cost-benefits earned during the year........................ $ 2,509 $2,591 $ 1,942 Interest cost on projected benefit obligation..................... 4,916 4,958 4,512 Actual return (increase)/decrease on plan assets......................... (15,433) (11,084) (12,684) Net amortization and deferral............ 7,903 3,890 5,759 ------- ------- ------- Total (credit) expense................. $ (105) $ 355 $ (471) ======= ======= ======= The following table sets forth the funded status of the Company's plans and the amounts recognized in the consolidated balance sheets at December 31 (in thousands): PLANS WHOSE ASSETS EXCEED ACCUMULATED BENEFITS 1997 1996 ------- --------- Actuarial present value of benefit obligations: Vested benefit obligation.................................. $54,983 $ 51,898 ======= ========= Accumulated benefit obligation........................... $58,688 $ 56,288 ======= ========= Plan assets at fair value....................................$96,372 $ 84,819 Projected benefit obligation.............................. (70,665) (68,264) ------- --------- Plan assets in excess of projected benefit obligation.... 25,707 16,555 Unrecognized net (gain) or loss.......................... (13,772) (3,577) Unrecognized net assets, at date of adopting SFAS 87, net of amortization............................ (3,308) (4,015) Unrecognized prior service cost.......................... 2,980 2,365 ------- --------- Net pension asset recognized at December 31.... .......... $11,607 $ 11,328 ======= ========= Assumptions used in accounting for the pension plans were: 1997 1996 1995 ---- ---- ---- Weighted-average discount rate............................ 7.25% 7.50% 7.25% Rate of increase in compensation levels................... 5% 5% 5% Expected long-term rate of return on assets............... 9% 9% 9% Plan assets consist primarily of listed common stocks, corporate and government bonds and short-term investments. The Company also has accrued unfunded retirement arrangements for certain U.S. employees and directors. At December 31, 1997, the projected benefit obligation was $2,041,000 ($1,910,000 in 1996). A corresponding accumulated benefit obligation of $1,835,000 ($1,747,000 in 1996) has 17 20 NOTES TO CONSOLIDATED STATEMENTS (CONTINUED) been recognized as a liability in the balance sheet and is included in retirement and post-employment benefits. Certain foreign subsidiaries have funded and accrued unfunded retirement arrangements which are not material to the consolidated financial statements. The Company also sponsors a defined contribution plan available to substantially all U.S. employees. Company contributions to the plan are based on matching a percentage of employee savings up to a specified savings level. The Company's contribution was $2,207,000 in 1997, $1,844,000 in 1996 and $1,683,000 in 1995. NOTE L - OTHER POSTRETIREMENT BENEFIT PLANS In addition to the Company's defined benefit pension plans and deferred contribution plans, the Company currently provides postretirement medical and death benefits to certain full-time employees and spouses, excluding those of subsidiaries. Employees hired on or after January 3, 1994 are not eligible for postretirement health benefits. The Company also provides medical benefits to certain retired employees and spouses from an operation that was divested in 1985. Covered employees become eligible at age 55 with 10 years of service. Certain employees, excluding those of subsidiaries, who retired after June 30, 1992 receive credits, based on years of service up to 30, to be used toward the purchase of medical benefits. Contributions toward the cost of medical benefits are required from retirees with less than 30 years of service and also for increases in the cost of medical benefits due to inflation. Employees who retired prior to July 1, 1992 generally had less stringent eligibility criteria and contribution rates, and account for the majority of the postretirement benefit obligation. The following table presents the plan's funded status and the amounts recognized in the Company's consolidated balance sheets (in thousands): DECEMBER 31, 1997 1996 ---- ---- Actuarial present value of accumulated postretirement benefit obligation: Retirees.............................................. $21,505 $22,477 Fully eligible active plan participants............... 5,382 5,371 Other active plan participants........................ 3,888 3,995 ------- ------- 30,775 31,843 Plan assets............................................... -- -- Unrecognized net gain/(loss).............................. 5,875 4,612 ------- ------- Accrued postretirement benefit obligation................. $36,650 $36,455 ======= ======= Net periodic postretirement benefit cost includes the following components (in thousands): 1997 1996 1995 ---- ---- ---- Service cost.......................................... $ 312 $ 385 $ 304 Interest cost......................................... 2,174 2,277 2,409 Amortization of (gain)/loss........................... (230) (25) (140) ------ ------ ------ Net periodic postretirement benefit cost .......... $2,256 $2,637 $2,573 ====== ====== ====== The weighted-average annual assumed rate of increase in the per capita cost of covered benefits (i.e., health care cost trend rate) used in determining the accumulated postretirement benefit obligation as of December 31, 1997 is 6.25% for retirees age 65 and over and 8.00% for retirees under age 65 in 1998, and both are assumed to decrease gradually to 4.75% until 2005 and remain at that level thereafter. The health care cost trend rate assumption has a significant effect on the amounts reported. For example, increasing the assumed health care cost trend rates by one percentage point in each year would increase the accumulated postretirement benefit obligation as of December 31, 1997 by $1,773,000 and the aggregate of the service and interest cost components of net periodic postretirement benefit cost for 1997 by $121,000. This increase would apply only to employees who retired prior to July 1, 1992. The weighted-average discount rate used in determining the accumulated postretirement benefit obligation was 7.25% at December 31, 1997, 7.50% at December 31, 1996 and 7.25% at December 31, 1995. NOTE M - CONTINGENCIES AND COMMITMENTS The Company is from time to time involved in various legal and other proceedings that relate to the ordinary course of operating its business, including, but not limited to: employment-related actions; product liability claims; and workers' compensation claims. While the Company is unable to predict the outcome of current proceedings, based upon the facts currently known to it, the Company does not believe that resolution of these proceedings will have a material adverse effect on the financial condition or operations of the Company. The Company has an active program for environmental compliance which includes the identification of environmental projects and estimating their impact on the Company's financial performance and available resources. Environmental expenditures that relate to current operations, such as wastewater treatment and control of airborne emissions, are either expensed or capitalized as appropriate. For projects involving remediation, estimates of the probable costs are made and the Company established undiscounted reserves of $5.1 million at December 31, 1997 ($4.0 million at December 31, 1996). These reserves cover existing or currently foreseen projects. Expenditures are charged to the reserve which is adjusted from time to time as additional projects are identified and for which probable costs of remediation can be estimated. The current portion of the reserve is included in the balance sheet as other liabilities and accrued items while the long-term portion is included under other long-term liabilities. As of December 31, 1997, the Company has outstanding commitments of $8.2 million to purchase capital equipment. 18 21 NOTES TO CONSOLIDATED STATEMENTS (CONTINUED) Note N - OPERATIONS BY GEOGRAPHIC AREA Years ended December 31, 1997, 1996 and 1995 (Dollars in thousands) 1997 -------------------------------------------------------------- OPERATIONS INTERNATIONAL IN THE DISTRIBUTION ADJUSTMENTS & UNITED STATES SUBSIDIARIES ELIMINATIONS CONSOLIDATED ------------- ------------ -------------- ------------- Sales to unaffiliated customers.................................... $345,100 $ 88,701 $433,801 Transfers between operations....................................... 62,844 ($62,844) -------- ------- -------- -------- Net Sales...................................................... $407,944 $88,701 ($62,844) $433,801 ======== ======= ======== ======== Operating profit (loss) ........................................... $ 33,438 $ 4,888 ($ 2,302) $ 36,024 ======== ======= ======== Interest expense................................................... (553) -------- Income before income taxes..................................... 35,471 ======== Identifiable assets at December 31, 1997........................... $321,760 $45,606 ($ 4,449) $362,917 ======== ======= ======== Corporate assets................................................... 20,935 -------- Total assets at December 31, 1997.............................. $383,852 ======== 1996 ------------------------------------------------------------ OPERATIONS INTERNATIONAL IN THE DISTRIBUTION ADJUSTMENTS & UNITED STATES SUBSIDIARIES ELIMINATIONS CONSOLIDATED ------------- ------------- ------------- ------------- Sales to unaffiliated customers.................................... $ 301,451 $ 74,828 $ 376,279 Transfers between operations....................................... 43,190 ($43,190) --------- -------- ------- --------- Net Sales...................................................... $ 344,641 $ 74,828 ($43,190) $ 376,279 ========= ======== ======= ========= Operating profit (loss) ........................................... $ 29,591 $ 4,783 ($ 69) $ 34,305 ========= ======== ======= ========= Interest expense................................................... (1,128) ========= Income before income taxes..................................... $ 33,177 Identifiable assets at December 31, 1996........................... $298,832 $43,812 ($ 5,237) $ 337,407 ========= ======== ======= ========= Corporate assets................................................... 18,372 --------- Total assets at December 31, 1996.............................. $ 355,779 ========= 1995 ------------------------------------------------------------ OPERATIONS INTERNATIONAL IN THE DISTRIBUTION ADJUSTMENTS & UNITED STATES SUBSIDIARIES ELIMINATIONS CONSOLIDATED -------------- ------------- ------------- ------------- Sales to unaffiliated customers...................................... $278,455 $91,163 $369,618 Transfers between operations......................................... 54,065 ($54,065) -------- ------- -------- -------- Net Sales........................................................ $332,520 $91,163 ($54,065) $369,618 ======== ======= ======== ======== Operating profit (loss) ............................................. $ 24,932 $ 7,378 ($3,224) $ 29,086 ======== ======= ======== ======== Interest expense..................................................... (1,653) ======== Income before income taxes....................................... $ 27,433 Identifiable assets at December 31, 1995............................. $287,977 $44,718 ($ 4,835) $327,860 ======== ======= ======== ======== Corporate assets..................................................... 3,993 -------- Total assets at December 31, 1995................................ $331,853 ======== Transfers between operations are accounted for in the same manner as sales to unaffiliated customers. Corporate assets are principally cash and cash equivalents, property, plant and equipment, and investments. Total international sales were $142,423,000 in 1997, $108,402,000 in 1996, and $127,289,000 in 1995. These are comprised of exports from United States operations and direct sales by international distribution subsidiaries, primarily in Europe. Most of these sales represent products manufactured in the United States. Export sales from United States operations amounted to $53,722,000 in 1997, $33,574,000 in 1996, and $36,126,000 in 1995. 19 22 Notes to Consolidated Statements (continued) NOTE O - QUARTERLY DATA (UNAUDITED) Years ended December 31, 1997 and 1996 (Dollars in thousands except per share amounts) 1997 ------------------------------------------------------------------ First Second Third Fourth Quarter Quarter Quarter Quarter Total ------- ---------- ----------- ----------- ----------- Net Sales.............................................. $99,688 $ 113,374 $ 109,073 $ 111,666 $ 433,801 Gross Profit............................................ 25,691 29,786 27,227 30,305 113,009 Percent of Sales ................................... 25.8% 26.3% 25.0% 27.1% 26.1% Net Income ............................................ 6,490 7,489 3,989 7,629 25,597 Earnings Per Share of Common Stock: Basic .............................................. 0.40 0.46 0.25 0.47 1.58 Diluted ............................................ 0.40 0.46 0.24 0.46 1.56 Dividends Per Share of Common Stock ................... 0.11 0.11 0.12 0.12 0.46 Stock price range High............................................... 19.25 22.13 26.81 25.87 Low .................................................. 16.25 17.75 20.94 23.06 1996 -------------------------------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter Total ------- -------- ------- ------- -------- Net Sales............................................. $93,801 $104,349 $88,312 $89,817 $376,279 Gross Profit............................................ 24,793 31,649 23,728 28,396 108,566 Percent of Sales..................................... 26.4% 30.3% 26.9% 31.6% 28.9% Net Income.............................................. 5,155 8,144 4,565 6,627 24,491 Earnings Per Share of Common Stock: Basic................................................ 0.33 0.52 0.29 0.41 1.55 Diluted.............................................. 0.32 0.51 0.29 0.41 1.53 Dividends Per Share of Common Stock..................... 0.10 0.10 0.11 0.11 0.42 Stock price range High................................................ 19.88 19.38 20.50 19.50 Low................................................. 17.00 17.25 17.88 16.13 20 23 REPORT OF ERNST & YOUNG LLP INDEPENDENT AUDITORS Board of Directors and Shareholders Brush Wellman Inc. We have audited the accompanying consolidated balance sheets of Brush Wellman Inc. and subsidiaries as of December 31, 1997 and 1996, and the related consolidated statements of income, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 1997. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Brush Wellman Inc. and subsidiaries at December 31, 1997 and 1996, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 1997 in conformity with generally accepted accounting principles. /s/ Ernst & Young LLP Cleveland, Ohio January 27, 1998 - ------------------------------------------------------------------------------- REPORT OF MANAGEMENT The management of Brush Wellman Inc. is responsible for the contents of the financial statements which are prepared in conformity with generally accepted accounting principles. The financial statements necessarily include amounts based on judgments and estimates. Financial information elsewhere in the annual report is consistent with that in the financial statements. The Company maintains a comprehensive accounting system which includes controls designed to provide reasonable assurance as to the integrity and reliability of the financial records and the protection of assets. However, there are inherent limitations in the effectiveness of any system of internal controls and, therefore, it provides only reasonable assurance with respect to financial statement preparation. An internal audit staff is employed to regularly test and evaluate both internal accounting controls and operating procedures, including compliance with the Company's statement of policy regarding ethical and lawful conduct. The role of the independent auditors is to provide an objective review of the financial statements and the underlying transactions in accordance with generally accepted auditing standards. The Audit Committee of the Board of Directors, comprised of directors who are not members of management, meets regularly with management, the independent auditors and the internal auditors to ensure that their respective responsibilities are properly discharged. The independent auditors and the internal audit staff have full and free access to the Audit Committee. /s/ Carl Cramer Carl Cramer Vice President Finance and Chief Financial Officer 21 24 MANAGEMENT'S DISCUSSION AND ANALYSIS FORWARD-LOOKING INFORMATION Portions of narrative set forth in this Annual Report that are not historical in nature are forward-looking statements. The Company's actual future performance may differ from that contemplated by the forward-looking statements as a result of a variety of factors that include, in addition to those mentioned elsewhere herein, the condition of the markets which the Company services, the success of the Company's strategic plans, the timely and successful completion of pending capital expansions and the conclusion of pending litigation matters in accordance with the Company's expectation that there will be no materially adverse effects. RESULTS OF OPERATIONS 1997 TO 1996 COMPARISON Sales in 1997 were a record $433.8 million, a 15% improvement over 1996 sales of $376.3 million. Sales have increased for five consecutive years, establishing record highs in each of the past four years. Diluted earnings per share grew to $1.56 in 1997 from $1.53 in 1996. Metal Systems sales, which are approximately 70% of total sales, increased in 1997 over 1996. The primary markets for these products are telecommunications, automotive and electronics. Aerospace, defense and plastic tooling are smaller, but important markets as well. Major products included in Metal Systems are beryllium, beryllium alloy strip and bulk and engineered materials. These products offer a wide variety of performance characteristics that are ideal in high reliability applications, and enable customers to improve efficiencies and lower costs. Depending upon their form and application, these products can provide superior electrical conductivity, formability, wear resistance and high strength and hardness. Applications for these materials include connectors, switches, relays, mold tooling, bushings, contacts and structural components. Alloy strip sales posted significant gains in 1997 over 1996 in the domestic and international markets. Pounds shipped increased at a higher rate than the sale values as a large portion of the additional sales was in relatively lower priced alloys. The translation rate differences also adversely affected international sales. Strip production was near capacity for most of the year. The new casting facility in Elmore, Ohio, part of the three-year $117 million alloy expansion project, started up on schedule late in the fourth quarter 1997. In addition to increasing capacity, this equipment is designed to lower costs and improve quality of beryllium alloy products. The strip mill portion of the expansion project is scheduled to be completed in the summer of 1998. Sales of alloy bulk products declined year on year due to lower sales to the recreation and leisure market. The Company has now developed new alloys and marketing strategies in attempts to regain its share in this profitable, but somewhat seasonal and inconsistent, market. Bulk product sales to other markets increased slightly in 1997 over 1996. To augment the markets served by its traditional beryllium alloy bulk products, the Company recently completed construction of a new facility in Lorain, Ohio, to produce a specialty family of non-beryllium containing alloys in rod, bar and tube form. Production in limited quantities began in the fourth quarter 1997 and the facility is anticipated to be fully operational in 1998. Sales of engineered material systems once again demonstrated strong growth in the current year continuing a five-year trend of improving revenues and profits. Engineered material systems include clad inlay or overlay metals, contour profiling of metals, electron beam welded metal systems, precious and base metal electroplating and solder-coated metal systems, or any combinations of these systems. Capital investments to support and expand these product offerings were made in 1997 and are planned to continue in 1998. Beryllium sales also grew in 1997 from 1996. AlBeMet(R) sales, while still relatively small, increased in the current year and the Company is encouraged by its potential commercial applications. Investment cast products also offer an opportunity for growth. Beryllium metal sales, primarily for defense applications, were flat year on year. Sales of Microelectronic Group products, which include precious metals, ceramics and thick film circuits, increased dramatically in 1997 from 1996 to account for approximately 30% of the Company's total sales. The majority of the sales growth was in precious metals, primarily physical vapor deposition targets used in the optical data storage and hybrid electronic markets. Revenues from the Company's gold refining operations increased in 1997 as well. Because of the high precious metal content, the cost of which is passed through to customers, these sales have a lower margin percent than the average margins earned on the Company's other products. While profitable, the large increase in precious metal sales has the effect of lowering the Company's overall gross margin percent. Ceramic sales were higher in 1997 than 1996 on the strength of additional base beryllia ceramic sales to the telecommunications market. Direct bond copper sales increased slightly, but their profitability remained disappointing. Thick film circuit sales from Circuits Processing Technology, Inc. ("CPT") were a minor contributor to the increased sales in 1997 from 1996. International operations consist of distribution centers in Germany, England and Japan, a marketing office in Singapore and a precious metal finishing facility in Singapore. In addition, in 1997, the Company entered into a joint venture in Singapore to provide slitting and distribution facilities for beryllium alloys. Sales by international operations totaled $88.7 million in 1997 compared to $74.8 million in 1996. Sales by these operations are predominantly in their respective currencies while the majority of the underlying cost of sales is incurred in dollars. In 1997, the U.S. dollar on average strengthened 11% against the yen and 14% against the deutschmark from 1996, thereby reducing the comparative translated value of these sales and resulting margins. The dollar's value against the yen and the deutschmark was higher at December 31, 1997 than the average value for 1997. Direct exports to unaffiliated customers were $53.7 million in 1997 and $33.6 million in 1996. The majority of these sales are to North America and 22 25 western Europe and are denominated in dollars. International markets are essentially the same as in the U.S. As outlined in Note G to the Consolidated Financial Statements, the Company has a foreign currency hedge program to protect against adverse currency movements. Should the dollar strengthen significantly, the decrease in value of foreign currency transactions will be partially offset by gains on the hedge contracts. As of December 31, 1997, outstanding hedge contracts totaled $25.9 million, compared to $25.0 million at year end 1996. Gross margin was $113.0 million in 1997, a gain of $4.4 million from 1996. However, the margin percentage declined to 26.1% of sales from 28.9%. The two major causes for the decline in the percentage were the effects of the stronger dollar and the large increase in precious metal products that carry smaller margins as previously discussed. Capacity constraints at several facilities created additional cost pressures (increased overtime, limited availability of the optimal equipment, etc.). Tempering these effects was the increase in beryllium strip sales earning greater margins. The Utah beryllium extraction facility operated at very efficient levels in 1997. The cost of copper, typically passed through to beryllium alloy customers, was essentially flat year on year. Selling prices in general were fairly stable during 1997. Selling, administrative and general expenses were $69.0 million or 15.9% of sales in 1997 compared to $65.0 million or 17.2% of sales in 1996. Costs associated with the start-up of the new facility in Lorain, Ohio and charges for the company-owned life insurance program were two main causes for the increase. The expense portion of the new computer based information system project, begun in 1996, continued into 1997. Research and development (R&D) expenses were $7.7 million or 1.8% of sales in 1997, a decline from $8.3 million or 2.2% of sales in 1996. Expenses were lower in 1997 in part because of reimbursements for R&D work performed under government contracts. Additionally, two major initiatives in 1996 achieved their objectives in early 1997 and, therefore, caused a reduction in expenditures. The Company is planning on increasing its investment and staffing in R&D in order to continue developing new products and technologies. Other-net expense was $0.3 million in 1997 and $1.0 million in 1996. Foreign currency hedge gains were higher in 1997 than 1996 while goodwill expense was lower in 1997. Partially offsetting these benefits was an increase in the cost of financing the consigned platinum and palladium stocks that support a portion of the precious metal business. Major disruptions to the supply of metal in the international markets in the summer of 1997 caused the higher rates. By the end of 1997, financing rates had significantly declined, although they still were higher than the typically nominal rates of prior years. The Company has taken additional measures to reduce its exposures. Interest expense was $0.6 million in 1997 versus $1.1 million in 1996 net of capitalized interest associated with long-term capital projects of $1.9 million in 1997 and $1.0 million in 1996. The higher incurred interest expense in 1997 was the result of increased borrowings, as the weighted average interest rate declined slightly in 1997 from 1996. Income before income taxes was $35.5 million in 1997, an increase of $2.3 million from 1996. As explained above, this improvement was due to higher sales volume generating an increase in margin that was partially offset by an unfavorable currency effect and higher expenses. The Company's effective tax rate was 27.8% of pre-tax earnings in 1997 compared to 26.2% in 1996. Higher earnings and a decreased tax benefit from the company-owned life insurance program caused the increase in the rate. Adjustments to the statutory tax rate are detailed in Note I to the Consolidated Financial Statements. Comparative basic earnings per share were $1.58 in 1997 and $1.55 in 1996. Diluted earnings per share were $1.56 in 1997 and $1.53 in 1996. All earnings per share calculations have been restated to comply with SFAS No. 128, which revised the methodology for determining the weighted average shares outstanding. (See Note J to the Consolidated Financial Statements for a reconciliation of basic and diluted earnings per share.) 1996 TO 1995 COMPARISON Worldwide sales in 1996 were $376.3 million compared to $369.6 million achieved in 1995. The revenue growth came primarily from domestic beryllium alloy products and engineered material systems. The resulting profits grew faster than sales, as diluted earnings per share were $1.53 in 1996, an improvement of 20% over the prior year. Worldwide sales of beryllium alloys increased in 1996 over 1995. Domestically, sales of beryllium copper precision strip, rod and wire were higher as shipments to the automotive electronics and telecommunications markets grew. Sales of bulk products (bar, tube, plate, custom fabricated parts) also increased in 1996, further penetrating the aerospace, plastic tooling and various industrial markets. The recreation and leisure market emerged as a potentially large application for bulk products; however, with a limited customer base, sales into this market are seasonal and inconsistent from year to year. International sales of beryllium alloys declined in 1996 compared to 1995 as a result of softening economic conditions in Germany and other portions of western Europe. The sales growth in Japan and the Pacific rim slowed down from recent years, but modest improvements were still recorded. The stronger dollar in 1996 relative to 1995 also contributed to the reported international sales decline, as foreign currency sales are translated into fewer dollars compared to 1995. The domestic beryllium alloy growth more than offset the international decline. Sales of engineered material systems grew in 1996 over 1995. The gains came primarily from the telecommunications market, with some additional contribution from the automotive market as well. Semiconductor shipments were quite strong in the first part of the year, but a major market slow down adversely affected second half sales. 23 26 Precious metal sales were down in 1996 from 1995's levels, but sales in the second half 1996 were higher than in the second half 1995. An anticipated decline in frame lid assemblies occurred due to a major customer's re-design to a non-precious metal material in the second quarter 1995. Efforts to broaden the product offering have been successful through the continued development of physical/vapor deposition products and services and high temperature braze alloys. Fine wire sales remained minor. International sales declined in 1996 from 1995, reflecting the drop-off in frame lid assembly shipments. Beryllium sales slowed slightly in 1996 as compared to 1995. Defense applications remain the largest portion of these sales, but at significantly lower levels resulting from reduced government defense spending in recent years. Commercial applications, particularly those using AlBeMet(R) (a beryllium aluminum alloy) are beginning to develop. AlBeMet(R)'s high stiffness and low density provide excellent properties for a variety of aerospace and telecommunications applications. Ceramic sales slipped in 1996 from 1995 levels due to a slowdown in shipments of base business beryllia ceramic to the telecommunications and automotive industries. The growth in direct bond copper products was not sufficient to compensate as these products continue to experience development delays. CPT was acquired in late October 1996 by the Company and contributed a minor amount to sales and profits. CPT, which produces thick film circuits using a proprietary etching process, gives the Company an additional entree into the micro-electronics market. Sales from international operations totaled $74.8 million in 1996 compared to $91.2 million in 1995. Direct exports to unaffiliated customers totaled $33.6 million in 1996 and $36.1 million in 1995. Cost of sales declined by $1.0 million in 1996 from 1995 on higher sales, resulting in a $7.7 million improvement in gross profit. Improved operating efficiencies, including higher yields on certain products, better utilization of available capacity, effective use of recycled materials and strong cost control measures, increased the gross margin to 28.9% of sales in 1996 from 27.3% in 1995. Stable prices and product mix helped to offset the negative margin impact of the stronger dollar. The lower copper cost in 1996, as compared to 1995, was passed through to the customer and thus had no impact on gross margin. Selling, administrative and general expenses of $65.0 million represent a 4% increase over the prior year. Expenses associated with the first phase of implementing an enterprise-wide information system caused a portion of the increase. The project will carry over into 1997 and beyond. Additional administrative and legal expenses were incurred to support and structure the alloy expansion project and the related financial arrangements. Compensation plans carried higher costs in 1996 and certain sales volume related expenses increased in 1996 as well. Research and development (R&D) expenses grew to $8.3 million or 2.2% of sales in 1996 from $7.8 million or 2.1% of sales in 1995. The increase is predominantly from efforts to develop a new high quality, low cost precision beryllium copper strip and in-house investment casting technology. The R&D staffing was also increased. Expenditures on non-beryllium alloy R&D were flat. Other-net expense was $1.0 million in 1996 and $1.3 million in 1995. Foreign currency gains account for the improvement. Interest expense fell to $1.1 million in 1996 from $1.7 million in 1995. These figures are net of capitalized interest associated with long-term capital projects of $1.0 million in 1996 and $0.4 million in 1995. The weighted average interest rate was essentially unchanged year on year. Income before income taxes was $33.2 million in 1996, a 20.9% improvement from 1995. Slightly higher sales and significantly improved margins were responsible for the increase. An effective tax rate of 26.2% of pre-tax earnings was used in 1996, an increase from the 24.6% rate in 1995. Increased pre-tax earnings, reduced foreign tax benefits and a reduction in the allowable tax benefits from the Company-owned life insurance program as a result of a change in the tax law caused the higher rate. Adjustments to the statutory tax rate are detailed in Note I to the Consolidated Financial Statements. Comparative basic earnings per share were $1.55 in 1996 and $1.28 in 1995 and diluted earnings per share were $1.53 in 1996 and $1.27 in 1995. FINANCIAL POSITION CAPITAL RESOURCES AND LIQUIDITY Cash flow from operations was $40.4 million in 1997 down from $45.0 million in 1996. Accounts receivable increased $12.7 million since the prior year end as a result of the 24% growth in fourth quarter sales; the collection period remains essentially unchanged. Inventory declined by $3.7 million in large part as a result of the strong demand for the Company's products. The cash balance at December 31, 1997, was $7.2 million compared to $31.7 million at the prior year end. As discussed below, the increase in capital expenditures is the main cause for the decline in cash. The aforementioned $117 million alloy expansion project begun in 1996 is being financed, in part, by two operating leases totaling approximately $81.1 million (See Note F to the Consolidated Financial Statements). Payments under the facility lease began in December 1997 and payments under the equipment lease will begin in 1999. Equipment lease payments are graduated to increase over time. Capital expenditures for property, plant and equipment totaled $53.2 million, excluding items under lease. Included in this total is the construction cost of the new manufacturing facility in Lorain, Ohio, which was financed in part by tax-advantaged industrial revenue bonds, a portion of the alloy expansion project in Elmore, Ohio, and new plating lines and related equipment at the Lincoln, Rhode Island facility. Capital expenditures in 1997 were significantly higher than in 24 27 recent years and expenditures in 1998 are anticipated to approximate 1997's level. New bertrandite mine pits in Utah were developed at a total cost of $13.2 million, including $3.7 million expended in 1996. The pits have an average life of four to five years. In 1996, the Company initiated a project to implement a new computer-based information system replacing the majority of its older systems. The new system was designed primarily to improve the efficiency of information flow, but it also mitigates the requirements to make numerous legacy systems year 2000 compliant. The new system is anticipated to be substantially implemented by the end of 1998 and have a capitalized cost of approximately $15 million. Year 2000 compliant costs for the remaining legacy systems are estimated at approximately five cents per share in 1998. The Company anticipates that the majority of its systems will be year 2000 compliant by the end of 1998. The Company does not believe it is materially dependent upon any vendor or customer who may have a year 2000 compliance problem. Short-term debt at year end 1997 was $28.9 million, an increase of $3.2 million from the prior year end. Included in this amount is $0.8 million of the current portion of long-term debt with the balance denominated in precious metals and foreign currencies to provide hedges for assets so denominated. Credit lines amounting to $54.8 million are available for additional borrowing. The precious metal facility is committed, secured and renewed annually. All other lines are uncommitted, unsecured and renewed annually. Long-term debt on the balance sheet was $17.9 million at December 31, 1997, compared to $18.9 million at December 31, 1996. Long-term available financial resources include $70 million of medium-term notes and $55 million under a revolving credit agreement. The Company repurchased 205,600 shares of Common Stock at a cost of $4.9 million in 1997 under a program authorized by the Board of Directors in the second quarter 1997. The purpose of the program is to help offset the dilutive effect of exercisable stock options and other stock-based compensation. Common stock was used to acquire CPT in the fourth quarter 1996, increasing the number of outstanding shares. Dividends paid in 1997 were $7.3 million, an increase of $0.8 million from 1996. The quarterly dividend per share increased to $0.12 from $0.11 in the third quarter 1997 following a similar increase in the third quarter 1996. Funds being generated from operations plus the available borrowing capacity are believed adequate to support operating requirements, capital expenditures, remediation projects, dividends and small acquisitions. Excess cash, if any, is invested in money market instruments and other high quality investments. Cash flow from operating activities in 1996 was $45.0 million. Cash balances increased $2.2 million while total balance sheet debt increased $4.8 million during 1996. Capital expenditures and mine development expenditures were $30.5 million in 1996. The Company re-purchased $6.7 million of Common Stock and paid $6.5 million in dividends in 1996. ORE RESERVES The Company's reserves of beryllium-bearing bertrandite ore are located in Juab County, Utah. An ongoing drilling program has generally added to proven reserves. Proven reserves are the measured quantities of ore commercially recoverable through the open pit method. Probable reserves are the estimated quantities of ore known to exist, principally at greater depths, but prospects for commercial recovery are indeterminable. Ore dilution that occurs during mining approximates 7%. About 87% of beryllium in ore is recovered in the extraction process. The Company augments its proven reserves of bertrandite ore through the purchase of imported beryl ore (approximately 4% beryllium) which is also processed at the Utah extraction plant. 1997 1996 1995 1994 1993 ---- ---- ---- ---- ---- Proven bertrandite ore reserves at year end (thousands of dry tons) .......................... 6,924 6,763 6,927 6,747 6,786 Grade % beryllium......................... 0.249% 0.249% 0.249% 0.251% 0.251% Probable bertrandite ore reserves at year-end (thousands of dry tons) ............................ 6,750 7,432 7,346 7,559 7,594 Grade % beryllium.......................... 0.277% 0.281 0.281 0.279 0.279% Bertrandite ore processed (thousands of dry tons, diluted) ................... 110 97 96 79 92 Grade % beryllium, diluted.................................. 0.229% 0.236% 0.232% 0.240% 0.232% INFLATION AND CHANGING PRICES The prices of certain major raw materials, including copper, nickel, gold and other precious metals purchased by the Company, fluctuate during a given year. Such changes in costs are generally reflected in selling price adjustments. The prices of labor and other factors of production generally increase with inflation. Additions to capacity, while more expensive over time, usually result in greater productivity or improved yields. However, market factors, alternative materials and competitive pricing affect the Company's ability to offset wage and benefit increases. The Company employs the last-in, first-out (LIFO) inventory valuation method domestically to more closely match current costs with revenues. ENVIRONMENTAL MATTERS As indicated in Note M to the Consolidated Financial Statements, the Company maintains an active program of environmental compliance. For projects involving remediation, estimates of the probable costs are made and the Company has reserved $5.1 million at December 31, 1997 ($4.0 million at December 31, 1996). This reserve covers existing and currently foreseen projects. 25 28 SELECTED FINANCIAL DATA Brush Wellman Inc. and Subsidiaries (Dollars in thousands except per share amounts) 1997 1996 1995 1994 1993 ---- ---- ---- ---- ---- FOR THE YEAR Net Sales............................................ $433,801 $376,279 $369,618 $345,878 $295,478 Cost of sales........................................ 320,792 267,713 268,732 253,938 227,686 Gross profit......................................... 113,009 108,566 100,886 91,940 67,792 Operating profit..................................... 36,024 34,305 29,086 25,098 10,658 Interest expense..................................... 553 1,128 1,653 2,071 2,952 Income (loss) from continuing operations before income taxes................................ 35,471 33,177 27,433 23,027 7,706 Income taxes (benefit)............................... 9,874 8,686 6,744 4,477 1,248 Net Income (loss) ................................... 25,597 24,491 20,689 18,550 6,458 Earnings Per share of Common Stock: Basic Net Income (loss)........................... 1.58 1.55 1.28 1.15 0.40 Diluted Net Income (loss)......................... 1.56 1.53 1.27 1.15 0.40 Dividends Per share of Common Stock.................. 0.46 0.42 0.36 0.26 0.20 Depreciation and amortization........................ 19,329 22,954 20,911 19,619 21,720 Capital expenditures................................. 53,155 26,825 24,244 17,214 11,901 Mine development expenditures........................ 9,526 3,663 787 543 814 YEAR-END POSITION Working Capital...................................... 100,599 128,172 125,156 116,708 105,272 Ratio of current assets to current liabilities....... 2 .3 to 1 2.9 to 1 2.9 to 1 2.8 to 1 3.1 to 1 Property and equipment: At cost........................................... 463,689 404,127 374,367 350,811 337,342 Cost less depreciation and impairment............. 173,622 130,220 121,194 116,763 118,926 Total assets......................................... 383,852 355,779 331,853 317,133 293,372 Other long-term liabilities.......................... 48,025 47,271 45,445 43,354 40,663 Long-term debt....................................... 17,905 18,860 16,996 18,527 24,000 Shareholders' equity................................. 236,813 219,257 200,302 186,940 172,075 Book value per share Basic............................................. 14.60 13.84 12.40 11.61 10.70 Diluted........................................... 14.41 13.72 12.30 11.57 10.69 Average Number of shares of stock outstanding Basic............................................. 16,214,718 15,846,358 16,159,508 16,102,350 16,087,250 Diluted........................................... 16,429,468 15,980,481 16,289,795 16,156,159 16,093,696 Shareholders of record............................... 2,329 2,407 2,351 2,521 2,566 Number of employees.................................. 2,160 1,926 1,856 1,833 1,803 26 29 1992 1991 1990 1989 1988 1987 ---- ---- ---- ---- ---- ---- FOR THE YEAR Net Sales............................................ $265,034 $267,473 $297,390 $317,828 $345,838 $307,571 Cost of sales........................................ 192,944 202,080 212,841 233,165 239,554 211,885 Gross profit......................................... 72,090 65,383 84,549 84,663 106,284 95,686 Operating profit..................................... 16,949 (57,354) 28,132 29,195 54,704 48,788 Interest expense..................................... 3,206 3,755 3,359 2,860 2,843 2,965 Income (loss) from continuing operations before income taxes................................ 13,743 (61,109) 24,773 26,335 51,861 45,823 Income taxes (benefit)............................... 3,243 (17,091) 7,214 7,793 19,344 19,658 Net Income (loss) ................................... 10,500 (44,018) 17,559 18,542 32,517 26,165 Earnings Per share of Common Stock: Basic Net Income (loss)........................... 0.65 (2.74) 1.09 1.10 1.79 1.39 Diluted Net Income (loss)......................... 0.65 (2.74) 1.09 1.10 1.79 1.39 Dividends Per share of Common Stock.................. 0.26 0.59 0.71 0.67 0.63 0.59 Depreciation and amortization........................ 20,180 22,759 24,070 24,077 23,405 22,098 Capital expenditures................................. 13,604 13,605 16,160 19,946 22,645 18,464 Mine development expenditures........................ 848 6,389 5,699 259 503 581 YEAR-END POSITION Working Capital...................................... 88,616 80,427 87,570 78,346 92,530 109,063 Ratio of current assets to current liabilities....... 2.5 to 1 2.2 to 1 2.4 to 1 2.1 to 1 2.4 to 1 2.6 to 1 Property and equipment: At cost........................................... 332,971 321,981 307,088 292,708 279,927 266,543 Cost less depreciation and impairment............. 127,991 132,579 143,635 141,639 143,180 144,829 Total assets......................................... 310,039 307,296 338,982 338,279 357,751 367,473 Other long-term liabilities.......................... 40,332 38,029 9,356 9,087 9,547 10,333 Long-term debt....................................... 33,808 34,946 26,673 21,076 29,908 25,481 Shareholders' equity................................. 168,824 162,264 215,891 211,769 232,840 242,673 Book value per share Basic............................................. 10.50 10.10 13.40 12.60 12.82 12.90 Diluted........................................... 10.48 10.09 13.40 12.59 12.81 12.88 Average Number of shares of stock outstanding Basic............................................. 16,080,554 16,069,902 16,108,479 16,805,701 18,159,338 18,815,020 Diluted........................................... 16,111,090 16,080,568 16,116,210 16,820,735 18,173,092 18,840,193 Shareholders of record............................... 2,762 3,116 3,446 3,820 4,014 4,212 Number of employees.................................. 1,831 1,943 2,079 2,160 2,602 2,564 See notes to consolidated financial statements. 27 30 BRUSH WELLMAN INC. DIRECTORS Albert C. Bersticker (2),(3),(4) Chairman and Chief Executive Officer, Ferro Corporation Charles F. Brush, III (1), (4) Personal Investments David L. Burner (1), (4) Chairman and Chief Executive Officer, BF Goodrich Co. Gordon D. Harnett (2) Chairman of the Board President and Chief Executive Officer Brush Wellman Inc. Joseph P. Keithley (3), (4) Chairman, President and CEO Keithley Instruments, Inc. William P. Madar (1), (2), (3), (4) Chairman of the Board, Nordson Corporation Robert M. McInnes (2), (3), (4) Retired President and Chief Executive Officer, Pickands Mather & Co. William R. Robertson (1), (4) Managing Partner Kirtland Capital Partners John Sherwin, Jr. (1), (2), (4) President, Mid-Continent Ventures, Inc. 1 Audit Committee 2 Executive Committee 3 Governance Committee 4 Organization and Compensation Committee OFFICERS Gordon D. Harnett (1), (2) Chairman of the Board President and Chief Executive Officer Carl Cramer (1), (2) Vice President Finance Chief Financial Officer Brian J. Derry (1), (2) Vice President, Operations Stephen Freeman (1), (2) Vice President, Alloy Products Craig B. Harlan (1), (2) Vice President, International Andrew J. Sandor (1), (2) Vice President, Alloy Technology Daniel A. Skoch (1), (2) Vice President Administration and Human Resources Michael D. Anderson (2) Vice President, Beryllium Products Jordan P. Frazier (2) General Manager, Ceramic Products Alfonso T. Lubrano (2) President, Technical Materials, Inc. John J. Paschall (2) President, Williams Advanced Materials Inc. John J. Pallam (1) Vice President, General Counsel Michael C. Hasychak (1) Treasurer and Secretary James P. Marrotte (1) Controller William M. Christoff (1) Assistant Treasurer - Taxes, Assistant Secretary 1 Corporate Officers 2 Executive Officers OFFICES AND FACILITIES MANUFACTURING FACILITIES Delta, Utah Elmore, Ohio Lorain, Ohio Reading, Pennsylvania Buffalo, New York Fremont, California Lincoln, Rhode Island Newburyport, Massachusetts San Diego, California Tucson, Arizona RESEARCH FACILITIES AND ADMINISTRATIVE OFFICES Cleveland, Ohio SERVICE AND DISTRIBUTION CENTERS Elmhurst, Illinois Fairfield, New Jersey Torrance, California Warren, Michigan Singapore Stuttgart, Germany Theale, England Tokyo/Fukaya, Japan SUBSIDIARIES Circuits Processing Technology Inc. San Diego, California Technical Materials, Inc. Lincoln, Rhode Island Williams Advanced Materials Inc. Buffalo, New York, Singapore Brush Wellman GmbH, Stuttgart, Germany Brush Wellman Limited, Theale, England Brush Wellman (Japan), Ltd, Tokyo, Japan Brush Wellman (Singapore) Pte Ltd, Singapore 28 31 CORPORATE DATA ENVIRONMENTAL POLICY Brush Wellman Inc. considers Environmental, Health and Safety as integral parts of our business strategy and necessary for our success. It is the policy of Brush Wellman to design, manufacture and distribute all products and to manage and dispose of all materials in a safe, environmentally sound manner. We are committed to utilizing our resources and technical capabilities to their fullest extent to protect the health and safety of our employees, our customers, the general public and the environment. The health and safety of our employees is of paramount importance. No operation or task will be conducted unless it can be performed in a safe manner. Through education and training, we shall promote a culture which establishes individual ownership of environmental, health, and safety responsibility throughout the organization and empowers everyone to continuously improve all working conditions. Each employee will maintain an awareness of safe work practices and endeavor to prevent conditions which may result in an unsafe situation or harm the environment. It is the responsibility of each employee to promptly notify management of any adverse situation. We shall make every effort to minimize, to the lowest feasible level, occupational and environmental exposure to all potentially hazardous materials. We will go beyond regulatory compliance, striving for continuous improvement in all our environmental, health and safety control efforts. The Company will provide medical surveillance and preventive health maintenance programs for the early detection of occupational diseases. The Management Team at each location will diligently respond to employee concerns and is directly responsible for developing and implementing programs for ensuring that their operations comply with this policy. The Environmental, Health and Safety staff provides support by: - maintaining liaison with appropriate government agencies and interpreting and communicating regulations; - providing technical guidance and assisting in the development of policies and performance standards; and - conducting independent review and assessment of all operations to audit compliance with environmental, safety and health policies. All employees are expected to follow the intent and spirit of this policy and incorporate sound health, safety and environmental practices in the conduct of their jobs. This policy applies to all Brush Wellman business units worldwide. ANNUAL MEETING The Annual Meeting of Shareholders will be held on May 5, 1998 at 11:00 a.m. at The Forum, One Cleveland Center, 1375 East Ninth Street, Cleveland, Ohio INVESTOR INFORMATION Brush Wellman maintains an active program of communication with shareholders, securities analysts and other members of the investment community. Management makes regular presentations in major financial centers around the world. To obtain: - - additional copies of the Annual Report - - SEC Form 10K/10Q - - product literature, please contact: Timothy Reid Vice President, Corporate Communications Corporate Headquarters. Brush Wellman maintains a site on the World Wide Web. The web site, which can be accessed via the internet at HTTP://WWW.BRUSHWELLMAN.COM is designed to provide useful, timely information about Brush Wellman to customers, potential customers, investors, employees and the general public. DIVIDEND REINVESTMENT PLAN Brush Wellman has a plan for its shareholders which provides automatic reinvestment of dividends toward the purchase of additional shares of the Company's common stock. For a brochure describing the plan please contact out transfer agent, National City Bank, at 1-800-622-6757. AUDITORS Ernst & Young LLP 1300 Huntington Building Cleveland, Ohio 44115 TRANSFER AGENT AND REGISTRAR National City Bank Corporate Trust Operations P.O.Box 92301 Cleveland, OH 44193-0900 For shareholder inquiries, call: 1-800-622-6757 STOCK LISTING New York Stock Exchange/Symbol: BW CORPORATE HEADQUARTERS Brush Wellman Inc. 17876 St. Clair Ave. Cleveland, Ohio 44110 (216) 486-4200 - Facsimile: (216) 383-4091 29 32 BRUSH WELLMAN ENGINEERED MATERIALS 17876 St. Clair Avenue Cleveland, Ohio 44110 216/486-4200