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EX-95 - EXHIBIT 95 - MATERION Corpmtrn-ex95_20161231.htm
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EX-24 - EXHIBIT 24 - MATERION Corpmtrn-ex24_20161231.htm
EX-23 - EXHIBIT 23 - MATERION Corpmtrn-ex23_20161231.htm
EX-21 - EXHIBIT 21 - MATERION Corpmtrn-ex21_20161231.htm


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
Form 10-K
__________________________________
(Mark One)
ý
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2016
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from              to             
Commission File Number 1-15885
__________________________________
MATERION CORPORATION
(Exact name of registrant as specified in its charter) 
Ohio
34-1919973
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
 
 
6070 Parkland Blvd.,
Mayfield Heights, Ohio
44124
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code
216-486-4200
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Name of Each Exchange on Which Registered
Common Stock, no par value
 
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class) 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ý    No  ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
 
x
  
Accelerated filer
 
¨
 
 
 
 
Non-accelerated filer
 
¨  (Do not check if a smaller reporting company)
  
Smaller reporting company
 
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  ý
The aggregate market value of common shares, no par value, held by non-affiliates of the registrant (based upon the closing sale price on the New York Stock Exchange) on July 1, 2016 was $502,637,627.
As of February 10, 2017, there were 19,950,157 common shares, no par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the Annual Meeting of Shareholders to be held on May 3, 2017 are incorporated by reference into Part III.
 




TABLE OF CONTENTS

 
 
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
 
 
 
 
 
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
 
 
 
 
 
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
 
 
 
 
 
Item 15.
 





Forward-looking Statements

Portions of the narrative set forth in this document that are not statements of historical or current facts are forward-looking statements. Our actual future performance may materially differ from that contemplated by the forward-looking statements as a result of a variety of factors. These factors include, in addition to those mentioned elsewhere herein:

Actual net sales, operating rates, and margins for 2017;

Our ability to successfully complete and effectively integrate the acquisition of the principal portion of the high-performance target materials business of Heraeus;

The global economy;

The impact of any U.S. Federal Government shutdowns and sequestrations;

The condition of the markets which we serve, whether defined geographically or by segment, with the major market segments being: consumer electronics, industrial components, medical, automotive electronics, defense, telecommunications infrastructure, energy, commercial aerospace, and science;

Changes in product mix and the financial condition of customers;

Our success in developing and introducing new products and new product ramp-up rates;

Our success in passing through the costs of raw materials to customers or otherwise mitigating fluctuating prices for those materials, including the impact of fluctuating prices on inventory values;

Our success in identifying acquisition candidates and in acquiring and integrating such businesses;

The impact of the results of acquisitions on our ability to fully achieve the strategic and financial objectives related to these acquisitions;

Our success in implementing our strategic plans and the timely and successful completion and start-up of any capital projects;

The availability of adequate lines of credit and the associated interest rates;

Other financial factors, including the cost and availability of raw materials (both base and precious metals), physical inventory valuations, metal financing fees, tax rates, exchange rates, pension costs and required cash contributions and other employee benefit costs, energy costs, regulatory compliance costs, the cost and availability of insurance, and the impact of the Company’s stock price on the cost of incentive compensation plans;

The uncertainties related to the impact of war, terrorist activities, and acts of God;

Changes in government regulatory requirements and the enactment of new legislation that impacts our obligations and operations;

The conclusion of pending litigation matters in accordance with our expectation that there will be no material adverse effects;

The success of the realignment of our businesses;

Our ability to strengthen our internal control over financial reporting and disclosure controls and procedures; and

The risk factors set forth elsewhere in Item 1A of this Form 10-K.

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Item 1.
BUSINESS

THE COMPANY

Materion Corporation (referred to herein as the Company, our, we, or us), through its wholly owned subsidiaries, is an integrated producer of high-performance advanced engineered materials used in a variety of electrical, electronic, thermal, and structural applications with $969.2 million in net sales in 2016. The Company was incorporated in Ohio in 1931 and has approximately 2,550 employees. Our products are sold into numerous end markets, including consumer electronics, industrial components, defense, medical, automotive electronics, telecommunications infrastructure, energy, commercial aerospace, science, services, and appliance.

In December 2016, we signed a purchase agreement to acquire the principal portion of the high-performance target materials business of the Heraeus Group of Hanau, Germany. The transaction is expected to close in the first quarter of 2017, subject to customary closing conditions, at an estimated cost of $30.0 million.
SEGMENT INFORMATION
Previously, we aggregated our businesses into three reportable segments: Performance Alloys and Composites, Advanced Materials, and Other. The Precision Coatings group, which includes the Precision Optics and Large Area Coatings businesses, was included in the Other segment, which also includes unallocated corporate costs. Beginning with the fourth quarter of 2016, we changed our segments to align with a change in the way our business is managed.

Effective as of the fourth quarter of 2016, our businesses are now organized under four reportable segments: Performance Alloys and Composites, Advanced Materials, Precision Coatings, and Other. The Precision Coatings group is now a separate operating segment. Our Other reportable segment includes unallocated corporate costs. Prior year results have been revised to reflect the change.

Segment reporting and geographic information relating to net sales, operating profit, and assets is presented in Note B of the Consolidated Financial Statements. Additional information regarding our segments and business is presented below.
Performance Alloys and Composites
The Performance Alloys and Composites segment is comprised of the following businesses:
Performance Metals produces strip and bulk form alloy products, beryllium-based metals, beryllium and aluminum metal matrix composites, in rod, sheet, foil, and a variety of customized forms, beryllia ceramics, and bulk metallic glass materials at manufacturing facilities in the United States, Europe, and Asia. This business also operates the world's largest bertrandite ore mine and refinery, which is located in Utah, providing feedstock hydroxide for its beryllium business and external sales.
Strip products, the largest of the product families, include thin gauge precision strip and small diameter rod and wire. These products are made with copper, nickel, and/or beryllium alloys to provide unique combinations of high conductivity, high reliability, and formability for use as connectors, contacts, springs, switches, relays, shielding, and bearings. Major end markets for strip products include consumer electronics, telecommunications infrastructure, automotive electronics, aerospace, industrial, appliance, and medical. Performance Metals strip product form competes with strip from many companies around the world that produce alloys with similar properties as beryllium and non-beryllium-containing alloys. Key competitors include NGK Insulators, Global Brass and Copper, Inc., Wieland Electric, Inc., Aurubis Stolberg GmbH, Diehl Metall Stiftung & Co. KG, Nippon Mining, and PMX Industries, Inc.
Bulk products are also made with copper, nickel, and/or beryllium alloys in plate, rod, bar, tube, and other customized forms that, depending upon the application, may provide superior strength, corrosion or wear resistance, thermal conductivity, or lubricity. While the majority of bulk products contain beryllium, a growing portion of bulk products' net sales is from non-beryllium-containing alloys as a result of product diversification efforts. Applications for bulk products include oil and gas drilling and production components, bearings, bushings, welding rods, plastic mold tooling, and undersea telecommunications housing equipment. Major end markets for bulk products include industrial components, commercial aerospace, energy, and telecommunications infrastructure. Performance Metals' bulk products compete with companies around the world that produce alloys with similar properties. Key competitors include NGK Insulators, International Beryllium Corp., Ningxia Orient Tantalum Industry Co., Ltd. in China, Ulba Metallurgical JSC of Kazakhstan, Le Bronze Industriel, KME Germany AG & Co. KG, Aurubis AG, MKM Mansfelder Kupfer und Messing GmbH, AMPCO Metal, and Chuetsu Metal Works Ltd. Japan.

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Strip and bulk products are manufactured at facilities in Ohio and Pennsylvania and are distributed internationally through a network of company-owned service centers, outside distributors, and agents.
Beryllium hydroxide is produced at our milling operations in Utah from our bertrandite mine and purchased beryl ore. The hydroxide is used primarily as a raw material input for strip and bulk products and, to a lesser extent, for beryllium products. Net sales of beryllium hydroxide to NGK Insulators, Ltd. from our Utah operations were less than 5% of Performance Metals’ total net sales in each of the last three years.
Beryllium products manufactures beryllium, beryllium aluminum, and aluminum metal matrix composites (MMCs), beryllia ceramics, and bulk metallic glass materials. These materials are used in applications that require high stiffness and/or low density, and they tend to be premium-priced due to their unique combination of properties. Defense and science are the largest end markets for beryllium products, while other end markets served include industrial components, commercial aerospace, medical, energy, and telecommunications infrastructure. Products are also sold for acoustics, optical scanning, and performance automotive applications. While Performance Metals is the only domestic producer of metallic beryllium, it competes primarily with designs utilizing other materials including metals, MMCs, and organic composites. Our aluminum powder metal MMCs compete with DWA Aluminum Composites and cast MMCs made by Duralcan USA. Electronic components utilizing beryllia and alumina ceramics are used in the industrial components, medical, defense, telecommunications infrastructure, commercial aerospace, and science end markets. Direct competitors include American Beryllia Inc., CBL Ceramics Limited, and CoorsTek, Inc. Manufacturing facilities for beryllium products are located in Ohio, California, Arizona, and the United Kingdom.
Technical Materials produces strip metal products with clad inlay and overlay metals, including precious and base metals electroplated systems, electron beam welded systems, contour profiled systems, and solder-coated metal systems. This operating unit is located in Lincoln, Rhode Island and shares service and distribution centers with Performance Metals in Europe and Asia. These specialty strip metal products provide a variety of thermal, electrical, or mechanical properties from a surface area or particular section of the material. Our cladding and plating capabilities allow for a precious metal or other base metal to be applied in continuous strip form only where it is needed, reducing the material cost to the customer, as well as providing design flexibility and performance. Major applications for these products include connectors, contacts, power lead frames, and semiconductors, while the largest end markets are automotive electronics and consumer electronics. The energy and medical end markets are smaller but offer further growth opportunities. Technical Materials' products are manufactured at our Lincoln, Rhode Island facility and are sold directly through its sales representatives. Technical Materials' major competitors include Heraeus Inc., AMI Doduco, Inc., and other North American continuous strip and plating companies.
Advanced Materials
Advanced Materials produces advanced chemicals, microelectronics packaging, precious metal, non-precious metal, and specialty metal products, including vapor deposition targets, frame lid assemblies, clad and precious metal pre-forms, high temperature braze materials, and ultra-pure wire. These products are used in semiconductor logic and memory, medical, energy, lighting, defense, optics, and wireless communications applications within the consumer electronics, industrial components, and telecommunications infrastructure end markets. Advanced Materials also has metal recovery operations and in-house refining that allow for the recycling of precious metals.
Advanced Materials products are sold directly from its facilities throughout the United States, Asia, and Europe, as well as through direct sales offices and independent sales representatives throughout the world. Principal competition includes companies such as Eastman Chemical Company, Honeywell International, Inc., Johnson Matthey plc, Praxair, Inc., Solar Applied Materials Technology Corp., Sumitomo Metals Industries, Ltd., and Tanaka Holding Co., Ltd., as well as a number of smaller regional and national suppliers.
The majority of the sales into the consumer electronics end market from this segment are vapor deposition targets, lids, wire, other related precious and non-precious metal products, and advanced chemicals for semiconductors and other microelectronic applications. These materials are used in wireless, light-emitting diode (LED), handheld devices and other applications, as well as in a number of applications within the defense end market. Since we are an up-front material supplier, changes in our consumer electronics sales levels do not necessarily correspond to changes in the end-use consumer demand in the same period due to down-stream inventory positions, the time to develop and deploy new products, and manufacturing lead times and scheduling. While our product and market development efforts allow us to capture new applications, we may lose existing applications and customers from time to time due to the rapid change in technologies and other factors.


3




Precision Coatings
The Precision Coatings segment includes the following reporting units:

Precision Optics produces sputter-coated precision thin film coatings and optical filter materials. Based in Westford, Massachusetts, the group has manufacturing facilities in the United States and China.

Large Area Coatings produces high-performance sputter-coated precision flexible thin film materials. Based in Windsor, Connecticut, the business manufactures and distributes coated and converted thin film material solutions primarily for medical testing and diagnosis applications.
Precision Coatings products are sold directly from its facilities throughout the United States and Asia, as well as through direct sales offices and independent sales representatives throughout the world. Principal competition includes companies such as Viavi Corporation and Saint-Gobain S.A. and a number of smaller regional and national suppliers.

Other
The Other segment is comprised of unallocated corporate costs.

OTHER GENERAL INFORMATION
Products
We are committed to providing high-quality, innovative, and reliable products that will enable our customers’ technologies and fuel their own technological breakthroughs and growth.
Our products include precious and non-precious specialty metals, inorganic chemicals and powders, specialty coatings, specialty engineered beryllium and copper-based alloys, beryllium composites, ceramics and engineered clad, and plated metal systems.
We are constantly looking ahead to realign product and service portfolios toward the latest market and technology trends so that we are able to provide customers with an even broader scope of products, services, and specialized expertise. We believe we are an established leader in our markets, from consumer electronics to medical devices to highly engineered bushings and bearings for heavy industrial equipment.
Approximately 480 customers purchase our products throughout the consumer electronics, industrial components, defense, medical, automotive electronics, telecommunications infrastructure, energy, commercial aerospace, science, services, and appliance end markets. No single customer accounted for more than 10% of our total net sales for 2016.
Availability of Raw Materials
The principal raw materials we use are aluminum, beryllium, cobalt, copper, gold, nickel, palladium, platinum, ruthenium, silver, and tin. Ore reserve data can be found in Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations." The availability of these raw materials, as well as other materials used by us, is adequate and generally not dependent on any one supplier.
Patents and Licenses
We own patents, patent applications, and licenses relating to certain of our products and processes. While our rights under these patents and licenses are of some importance to our operations, our business is not materially dependent on any one patent or license or on all of our patents and licenses as a group.
Research and Development
Active research and development programs seek new product compositions and designs as well as process innovations. Expenditures for research and development amounted to $12.8 million in both 2016 and 2015 and $12.9 million in 2014.
Backlog
The backlog of unshipped orders as of December 31, 2016, 2015, and 2014 was $175.5 million, $157.0 million, and $197.0 million, respectively. Backlog is generally represented by purchase orders that may be terminated under certain conditions. We expect that substantially all of our backlog of orders at December 31, 2016 will be filled during 2017.


4




Regulatory Matters
We are subject to a variety of laws that regulate the manufacturing, processing, use, handling, storage, transport, treatment, emission, release, and disposal of substances and wastes used or generated in manufacturing. For decades, we have operated our facilities under applicable standards of inplant and outplant emissions and releases. The inhalation of airborne beryllium particulate may present a health hazard to certain individuals.
On January 9, 2017, the U.S. Occupational Safety and Health Administration (OSHA) published a new standard for workplace exposure to beryllium that, among other things, lowered the permissible exposure by a factor of ten and established new requirements for respiratory protection, personal protective clothing and equipment, medical surveillance, hazard communication, and record keeping. Other government and standard-setting organizations are also reviewing beryllium-related worker safety rules and standards, and will likely make them more stringent. The development, proposal, or adoption of more stringent standards may affect the buying decisions by the users of beryllium-containing products. If the standards are made more stringent and/or our customers or other downstream users decide to reduce their use of beryllium-containing products, our results of operations, liquidity, and financial condition could be materially adversely affected. The impact of this potential adverse effect would depend on the nature and extent of the changes to the standards, the cost and ability to meet the new standards, the extent of any reduction in customer use, and other factors. The magnitude of this potential adverse effect cannot be estimated.
Available Information
We use our Investor Relations website, http://investor.shareholder.com/materion/index.cfm, as a channel for routine distribution of important information, including news releases, analyst presentations, and financial information. As soon as reasonably practicable, we make all documents that we file with, or furnish to, the Securities and Exchange Commission (SEC), including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to these reports, available free of charge via this website. These reports are also available on the SEC’s website: http://www.sec.gov. The content on any website referred to in this Form 10-K is not incorporated by reference into this Form 10-K unless expressly noted.
Executive Officers of the Registrant
Incorporated by reference from information with respect to executive officers of Materion Corporation set forth in Item 10 in Part III of this Form 10-K.



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Item 1A.    RISK FACTORS
Our business, financial condition, results of operations, and cash flows can be affected by a number of factors, including, but not limited to, those set forth below and elsewhere in this Form 10-K, any one of which could cause our actual results to vary materially from recent results or from our anticipated future results. Therefore, an investment in us involves some risks, including the risks described below. The risks discussed below are not the only risks that we may experience. If any of the following risks occur, our business, results of operations, or financial condition could be negatively impacted.
The businesses of many of our customers are subject to significant fluctuations as a result of the cyclical nature of their industries and their sensitivity to general economic conditions, which could adversely affect their demand for our products and reduce our sales and profitability.
A substantial number of our customers are in the consumer electronics, industrial components, medical, automotive electronics, defense, telecommunications infrastructure, energy, commercial aerospace, and science markets. Each of these markets is cyclical in nature, influenced by a combination of factors which could have a negative impact on our business, including, among other things, periods of economic growth or recession, strength or weakness of the U.S. dollar, the strength of the consumer electronics, automotive electronics, and oil and gas industries, the rate of construction of telecommunications infrastructure equipment, and government spending on defense.
Also, in times when growth rates in our markets are lower, or negative, there may be temporary inventory adjustments by our customers that may negatively affect our business.
Because we experience seasonal fluctuations in our sales, our quarterly results will fluctuate, and our annual performance will be affected by the fluctuations.
We expect seasonal patterns to continue, which may cause our quarterly results to fluctuate. For example, the Christmas season generates increased demand from our customers that manufacture consumer products. If our revenue during any quarter were to fall below the expectations of investors or securities analysts, our share price could decline, perhaps significantly. Unfavorable economic conditions, lower than normal levels of demand, and other occurrences in any quarter could also harm our results of operations. For example, we have experienced customers building inventory in anticipation of increased demand, whereas in other periods, demand decreased because our customers had excess inventory.
A portion of our revenue is derived from the sale of defense-related products through various contracts and subcontracts. These contracts may be suspended, canceled, or delayed, which could have an adverse impact on our revenues.
In 2016, 9% of our value-added sales was derived from sales to customers in the defense end market. A portion of these customers operate under contracts with the U.S. Government, which are vulnerable to termination at any time, for convenience or default. Some of the reasons for cancellation include, but are not limited to, budgetary constraints or re-appropriation of government funds, timing of contract awards, violations of legal or regulatory requirements, and changes in political agenda. If cancellations were to occur, it would result in a reduction in our revenue. Furthermore, significant reductions to defense spending could occur over the next several years due to government spending cuts, which could have a significant adverse impact on us. For example, high-margin defense application delays and/or push-outs may adversely impact our results of operations, including quarterly earnings.
The markets for our products are experiencing rapid changes in technology.
We operate in markets characterized by rapidly changing technology and evolving customer specifications and industry standards. New products may quickly render an existing product obsolete and unmarketable. For example, for many years thermal and mechanical performance have been at the forefront of device packaging for wireless communications infrastructure devices. In recent years, a tremendous effort has been put into developing simpler packaging solutions comprised of copper and other similar components. Our growth and future results of operations depend in part upon our ability to enhance existing products and introduce newly developed products on a timely basis that conform to prevailing and evolving industry standards, meet or exceed technological advances in the marketplace, meet changing customer specifications, achieve market acceptance, and respond to our competitors’ products.
The process of developing new products can be technologically challenging and requires the accurate anticipation of technological and market trends. We may not be able to introduce new products successfully or do so on a timely basis. If we fail to develop new products that are appealing to our customers or fail to develop products on time and within budgeted amounts, we may be unable to recover our research and development costs, which could adversely affect our margins and profitability.

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The availability of competitive substitute materials for beryllium-containing products may reduce our customers’ demand for these products and reduce our net sales.
In certain product applications, we compete with manufacturers of non-beryllium-containing products, including organic composites, metal alloys or composites, titanium, and aluminum. Our customers may choose to use substitutes for beryllium-containing products in their products for a variety of reasons, including, among other things, the lower costs of those substitutes, the health and safety concerns relating to these products, and the risk of litigation relating to beryllium-containing products. If our customers use substitutes for beryllium-containing products in their products, the demand for beryllium-containing products may decrease, which could reduce our net sales.
Our long and variable sales and development cycle makes it difficult for us to predict if and when a new product will be sold to customers.
Our sales and development cycle, which is the period from the generation of a sales lead or new product idea through the development of the product and the recording of sales, may typically take up to two or three years, making it very difficult to forecast sales and results of operations. Our inability to accurately predict the timing and magnitude of sales of our products, especially newly introduced products, could affect our ability to meet our customers’ product delivery requirements or cause our results of operations to suffer if we incur expenses in a particular period that do not translate into sales during that period, or at all. In addition, these failures would make it difficult to plan future capital expenditure needs and could cause us to fail to meet our cash flow requirements.
The availability and prices of some raw materials we use in our manufacturing operations fluctuate, and increases in raw material costs can adversely affect our operating results and our financial condition.
We manufacture advanced engineered materials using various precious and non-precious metals, including aluminum, beryllium, cobalt, copper, gold, nickel, palladium, platinum, ruthenium, silver, and tin. The availability of, and prices for, these raw materials are subject to volatility and are influenced by worldwide economic conditions, speculative action, world supply and demand balances, inventory levels, availability of substitute metals, the U.S. dollar exchange rate, production costs of U.S. and foreign competitors, anticipated or perceived shortages, and other factors. Precious metal prices, including prices for gold and silver, have fluctuated significantly in recent years. Higher prices can cause adjustments to our inventory carrying values, whether as a result of quantity discrepancies, normal manufacturing losses, differences in scrap rates, theft or other factors, which could have a negative impact on our profitability and cash flows. Also, the price of our products will generally increase in tandem with rising metal prices, as a result of changes in precious metal prices that are passed through to our customers, which could deter them from purchasing our products and adversely affect our net sales and operating profit.
Further, we maintain some precious metals and copper on a consigned inventory basis. The owners of the precious metals and copper charge a fee that fluctuates based on the market price of those metals and other factors. A significant increase in the market price or the consignment fee of precious metals, and/or copper, could increase our financing costs, which could increase our operating costs.
Utilizing precious metals in the manufacturing process creates challenges in physical inventory valuations that may impact earnings.
We manufacture precious, non-precious, and specialty metal products and also have metal cleaning operations and in-house refineries that allow for the reclaim of precious metals from internally generated or customer scrap. We refine that scrap through our internal operations and externally through outside vendors.
When taking periodic physical inventories in our refinery operations, we reconcile the actual precious metals to what was estimated prior to the physical inventory count. Those estimates are based on assays or samples of precious metals taken during the refining process. If those estimates are inaccurate, we may have an inventory long (more physical precious metal than what we had estimated) or short (less physical precious metal than what we had estimated). These fluctuations could have a material impact on our financial statements and may impact earnings. For example, our 2013 gross margin was reduced by a net quarterly physical inventory adjustment totaling $2.2 million at our Albuquerque, New Mexico facility within the Advanced Materials segment. Higher precious metal prices may magnify the value of any potential inventory long or short.
Because we maintain a significant inventory of precious metals, we may experience losses due to employee error and theft.
Because we manufacture products that contain precious metals, we maintain a significant amount of precious metals at certain of our manufacturing facilities.  Accordingly, we are subject to the risk of precious metal shortages resulting from employee

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error and theft. For example, in 2013, the Company filed a claim with its insurance carrier for a theft of approximately $10.0 million of silver at its Albuquerque, New Mexico refinery, which was settled for $6.8 million in the second quarter of 2014.
While we maintain controls to prevent theft, including physical security measures, if our controls do not operate effectively or are structured ineffectively, our profitability could be adversely affected, including any charges that we might incur as a result of the shortage of our inventory and by costs associated with increased security, preventative measures, and insurance.
We have a limited number of manufacturing facilities, and damage to those facilities, or to critical pieces of equipment in these facilities, could interrupt our operations, increase our costs of doing business, and impair our ability to deliver our products on a timely basis.
Some of our facilities are interdependent. For instance, our manufacturing facility in Elmore, Ohio relies on our mining operation for its supply of beryllium hydroxide used in production of most of its beryllium-containing materials. Additionally, our Reading, Pennsylvania; Fremont, California; and Tucson, Arizona manufacturing facilities are dependent on materials produced by our Elmore, Ohio manufacturing facility, and our Wheatfield, New York manufacturing facility is dependent on our Buffalo, New York manufacturing facility. The destruction or closure of our mine, any of our manufacturing facilities, or to critical pieces of equipment within these facilities for a significant period of time as a result of harsh weather, fire, explosion, act of war or terrorism, or other natural disaster or unexpected event may interrupt our manufacturing capabilities, increase our capital expenditures and our costs of doing business, and impair our ability to deliver our products on a timely basis. In addition, many of our manufacturing facilities depend on one source for electric power and natural gas, which could be interrupted due to equipment failures, terrorism, or another cause.
If such events occur, we may need to resort to an alternative source of manufacturing or to delay production, which could increase our costs of doing business and/or result in lost sales. Our property damage and business interruption insurance may not cover all of our potential losses and may not continue to be available to us on acceptable terms, if at all.
Disruptions or volatility in global financial markets could adversely impact our financial performance.
Global economic conditions may cause volatility and disruptions in the capital and credit markets. Should global economic conditions deteriorate or access to credit markets be reduced, customers may experience difficulty in obtaining adequate financing, thereby impacting our net sales. Our exposure to bad debt losses may also increase if customers are unable to pay for products previously ordered and/or delivered. Negative or uncertain financial and macroeconomic conditions may have a significant adverse impact on our sales, profitability, and results of operations. If current global economic conditions deteriorate, it could trigger an economic downturn of the same severity as the one experienced in 2008 and 2009. This could have a negative impact on our sales.
Our defined benefit pension plans and other post-employment benefit plans are subject to financial market risks that could adversely impact our financial performance.
We provide defined benefit pension plans to eligible employees. Our pension expense and our required contributions to our pension plans are directly affected by the value of plan assets, the projected rate of return on plan assets, the actual rate of return on plan assets, and the actuarial assumptions we use to measure our defined benefit pension plan obligations, including the rate at which future obligations are discounted to a present value, or the discount rate. Significant changes in market interest rates and decreases in the fair value of plan assets and investment losses on plan assets would increase funding requirements and expenses and may adversely impact our results of operations.
We provide post-employment health benefits to eligible employees. Our retiree health expense is directly affected by the assumptions we use to measure our retiree health plan obligations, including the assumed rate at which health care costs will increase and the discount rate used to calculate future obligations. For retiree health accounting purposes, we have used a graded assumption schedule to assume the rate at which health care costs will increase. We cannot predict whether changing market or economic conditions, regulatory changes, or other factors will further increase our retiree health care expenses or obligations, diverting funds we would otherwise apply to other uses.
Our financial results are likely to be negatively impacted by an impairment of goodwill should our shareholder equity exceed our market capitalization for a number of quarters.
A goodwill impairment charge may be triggered by a reduction in actual and projected cash flows, which could be negatively impacted by the market price of our common shares. Our goodwill balance at December 31, 2016 was $87.0 million. Any required non-cash impairment charge could significantly reduce this balance and have a material adverse impact on our reported financial position and results of operations.
A major portion of our bank debt consists of variable-rate obligations, which subjects us to interest rate fluctuations.

8




Our credit facilities are secured by substantially all of our assets (other than non-mining real property and certain other assets). Our working capital line of credit includes variable-rate obligations, which expose us to interest rate risks. If interest rates increase, our debt service obligations on our variable-rate indebtedness would increase even if the amount borrowed remained the same, resulting in a decrease in our net income. We have developed a hedging strategy to manage the risks associated with interest rate fluctuations, but our program may not effectively eliminate all of the financial exposure associated with interest rate fluctuations. Additional information regarding our market risks is contained in Item 7A "Quantitative and Qualitative Disclosures About Market Risk."
Our failure to comply with the covenants contained in the terms of our indebtedness could result in an event of default, which could materially and adversely affect our operating results and our financial condition.
The terms of our credit facilities require us to comply with various covenants, including financial covenants. In the event of a global economic downturn, it could have a material adverse impact on our earnings and cash flow, which could adversely affect our ability to comply with our financial covenants and could limit our borrowing capacity. Our ability to comply with these covenants depends, in part, on factors over that we may have no control. A breach of any of these covenants could result in an event of default under one or more of the agreements governing our indebtedness which, if not cured or waived, could give the holders of the defaulted indebtedness the right to terminate commitments to lend and cause all amounts outstanding with respect to the indebtedness to be due and payable immediately. Acceleration of any of our indebtedness could result in cross-defaults under our other debt instruments. Our assets and cash flow may be insufficient to fully repay borrowings under all of our outstanding debt instruments if some or all of these instruments are accelerated upon an event of default, in which case we may be required to seek legal protection from our creditors.
The terms of our indebtedness may restrict our operations, including our ability to pursue our growth and acquisition strategies.
The terms of our credit facilities contain a number of restrictive covenants, including restrictions in our ability to, among other things, borrow and make investments, acquire other businesses, and consign additional precious metals. These covenants could adversely affect our business by limiting our ability to plan for or react to market conditions or to meet our capital needs, as well as adversely affect our ability to pursue our growth, acquisition strategies, and other strategic initiatives.
We may not be able to complete our acquisition strategy or successfully integrate acquired businesses.
We are active in pursuing niche acquisitions. We intend to continue to consider further growth opportunities through the acquisition of assets or companies and routinely review acquisition opportunities. We cannot predict whether we will be successful in pursuing any acquisition opportunities or what the consequences of any acquisition would be. Future acquisitions may involve the expenditure of significant funds and management time. Depending upon the nature, size, and timing of future acquisitions, we may be required to raise additional financing, which may not be available to us on acceptable terms, or at all. Further, we may not be able to successfully integrate any acquired business with our existing businesses or recognize any expected advantages from any completed acquisition.
In addition, there may be liabilities that we fail, or are unable, to discover in the course of performing due diligence investigations on the assets or companies we have already acquired or may acquire in the future. We cannot assure that rights to indemnification by the sellers of these assets or companies to us, even if obtained, will be enforceable, collectible, or sufficient in amount, scope, or duration to fully offset the possible liabilities associated with the business or property acquired. Any such liabilities, individually or in the aggregate, could have a materially adverse effect on our business, financial condition, and results of operations.
Our products are deployed in complex applications and may have errors or defects that we find only after deployment.
Our products are highly complex, designed to be deployed in complicated applications, and may contain undetected defects, errors, or failures. Although our products are generally tested during manufacturing, prior to deployment, they can only be fully tested when deployed in specific applications. For example, we sell beryllium-copper alloy strip products in a coil form to some customers, who then stamp the alloy for its specific purpose. On occasion, it is not until such customer stamps the alloy that a defect in the alloy is detected. Consequently, our customers may discover errors after the products have been deployed. The occurrence of any defects, errors, or failures could result in installation delays, product returns, termination of contracts with our customers, diversion of our resources, increased service and warranty costs, and other losses to our customers, end users, or to us. Any of these occurrences could also result in the loss of, or delay in, market acceptance of our products, and could damage our reputation, which could reduce our net sales.
In addition to the risk of unanticipated warranty or recall expenses, our customer contracts may contain provisions that could cause us to incur penalties, be liable for damages, including liquidated damages, or incur other expenses, if we experience difficulties

9




with respect to the functionality, deployment, operation, and availability of our products and services. In the event of late deliveries, late or improper installations or operations, failure to meet product or performance specifications or other product defects, or interruptions or delays in our managed service offerings, our customer contracts may expose us to penalties, liquidated damages, and other liabilities. In the event we were to incur contractual penalties, such as liquidated damages or other related costs that exceed our expectations, our business, financial condition, and operating results could be materially and adversely affected.
We conduct our sales and distribution operations on a worldwide basis and are subject to the risks associated with doing business outside the United States.
We sell to customers outside of the United States from our United States and international operations. We have been and are continuing to expand our geographic reach in Europe and Asia. Revenue from international operations (principally Europe and Asia) accounted for approximately 34% in 2016, 38% in 2015, and 35% in 2014 of net sales. We anticipate that international shipments will account for a significant portion of our net sales for the foreseeable future. There are a number of risks associated with international business activities, including:
burdens to comply with multiple and potentially conflicting foreign laws and regulations, including export requirements, tariffs and other barriers, environmental health and safety requirements, and unexpected changes in any of these factors;
difficulty in obtaining export licenses from the U.S. Government;
political and economic instability and disruptions, including terrorist attacks;
disadvantages of competing against companies from countries that are not subject to U.S. laws and regulations, including the Foreign Corrupt Practices Act (FCPA);
potentially adverse tax consequences due to overlapping or differing tax structures; and
fluctuations in currency exchange rates.
Any of these risks could have an adverse effect on our international operations by reducing the demand for our products or reducing the prices at which we can sell our products, which could result in an adverse effect on our business, financial position, results of operations, or cash flows. We may hedge our currency transactions to mitigate the impact of currency price volatility on our earnings; however, hedging activities may not be successful. For example, hedging activities may not cover the Company’s net euro and yen exposure, which could have an unfavorable impact on our results of operations.
In addition, we could be adversely affected by violations of the FCPA and similar worldwide anti-bribery laws. The FCPA and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to non-U.S. officials for the purpose of obtaining or retaining business. While policies mandate compliance with these anti-bribery laws, we operate in many parts of the world that have experienced governmental corruption to some degree and, in certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices. We cannot assure you that our internal controls and procedures will always protect us from the reckless or criminal acts committed by our employees or agents. If we are found to be liable for FCPA violations or other anti-bribery laws, we could suffer from criminal or civil penalties or other sanctions, which could have a material adverse effect on our business.
Changes in laws or regulations or the manner of their interpretation or enforcement could adversely impact our financial performance and restrict our ability to operate our business or execute our strategies.
New laws or regulations, or changes in existing laws or regulations, or the manner of their interpretation or enforcement, could increase our cost of doing business and restrict our ability to operate our business or execute our strategies. In particular, there may be significant changes in U.S. laws and regulations and existing international trade agreements by the new U.S. presidential administration that could affect a wide variety of industries and businesses, including those businesses we own and operate. It remains unclear what the new U.S. presidential administration will do, if anything, with respect to existing laws, regulations, or trade agreements. If the new U.S. presidential administration materially modifies U.S. laws and regulations and international trade agreements, our business, financial condition, and results of operations could be adversely affected.
We are exposed to lawsuits in the normal course of business, which could harm our business.
During the ordinary conduct of our business, we may become involved in certain legal proceedings, including those involving product liability claims, third-party lawsuits relating to exposure to beryllium, claims against us of infringement of intellectual property rights of third parties, or other litigation matters. Due to the uncertainties of litigation, we can give no assurance that we will prevail at the resolution of future claims. Certain of these matters involve types of claims that, if they result in an adverse

10




ruling to us, could give rise to substantial liability, which could have a material adverse effect on our business, operating results, or financial condition.
Although we have insurance which may be applicable in certain circumstances, some jurisdictions preclude insurance coverage for punitive damage awards. Accordingly, our profitability could be adversely affected if any current or future claimants obtain judgments for any uninsured compensatory or punitive damages. Further, an unfavorable outcome or settlement of a pending beryllium case or adverse media coverage could encourage the commencement of additional similar litigation.
Health issues, litigation, and government regulations relating to our beryllium operations could significantly reduce demand for our products, limit our ability to operate, and adversely affect our profitability.
If exposed to respirable beryllium fumes, dusts, or powder, some individuals may demonstrate an allergic reaction to beryllium and may later develop a chronic lung disease known as chronic beryllium disease (CBD). Some people who are diagnosed with CBD do not develop clinical symptoms at all. In others, the disease can lead to scarring and damage of lung tissue, causing clinical symptoms that include shortness of breath, wheezing, and coughing. Severe cases of CBD can cause disability or death.
Further, some scientists claim there is evidence of an association between beryllium exposure and lung cancer, and certain standard-setting organizations have classified beryllium and beryllium compounds as human carcinogens.
The health risks relating to exposure to beryllium have been, and will continue to be, a significant issue confronting the beryllium-containing products industry. The health risks associated with beryllium have resulted in product liability claims, employee, and third-party lawsuits. As of December 31, 2016, we had one CBD case outstanding.
The increased levels of scrutiny by federal, state, foreign, and international regulatory authorities could lead to regulatory decisions relating to the approval or prohibition of the use of beryllium-containing materials for various uses. Concerns over CBD and other potential adverse health effects relating to beryllium, as well as concerns regarding potential liability from the use of beryllium, may discourage our customers’ use of our beryllium-containing products and significantly reduce demand for our products. In addition, adverse media coverage relating to our beryllium-containing products could damage our reputation or cause a decrease in demand for beryllium-containing products, which could adversely affect our profitability.
Our bertrandite ore mining and beryllium-related manufacturing operations and some of our customers’ businesses are subject to extensive health and safety regulations that impose, and will continue to impose, significant costs and liabilities, and future regulation could increase those costs and liabilities, or effectively prohibit production or use of beryllium-containing products.
We, as well as our customers, are subject to laws regulating worker exposure to beryllium. On January 9, 2017, OSHA published a new standard for workplace exposure to beryllium that, among other things, lowered the permissible exposure by a factor of ten and established new requirements for respiratory protection, personal protective clothing and equipment, medical surveillance, hazard communication, and recordkeeping. Materion was a participant in the development of the new standards, which fundamentally represent our current health and safety operating practices. Other government and standard-setting organizations are also reviewing beryllium-related worker safety rules and standards, and will likely make them more stringent. The development, proposal, or adoption of more stringent standards may affect buying decisions by the users of beryllium-containing products. If the standards are made more stringent and/or our customers or other downstream users decide to reduce their use of beryllium-containing products, our results of operations, liquidity, and financial condition could be materially adversely affected. The impact of this potential adverse effect would depend on the nature and extent of the changes to the standards, the cost and ability to meet the new standards, the extent of any reduction in customer use, and other factors. The magnitude of this potential adverse effect cannot be estimated.
Our bertrandite ore mining and manufacturing operations are subject to extensive environmental regulations that impose, and will continue to impose, significant costs and liabilities on us, and future regulation could increase these costs and liabilities or prevent production of beryllium-containing products.
We are subject to a variety of governmental regulations relating to the environment, including those relating to our handling of hazardous materials and air and wastewater emissions. Some environmental laws impose substantial penalties for non-compliance. Others, such as the federal Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), impose strict, retroactive, and joint and several liability upon entities responsible for releases of hazardous substances. Bertrandite ore mining is also subject to extensive governmental regulation on matters such as permitting and licensing requirements, plant and wildlife protection, reclamation and restoration of mining properties, the discharge of materials into the environment, and the effects that mining has on groundwater quality and availability. Future requirements could impose on us significant additional costs or obligations with respect to our extraction, milling, and processing of ore. If we fail to comply with present and future environmental laws and regulations, we could be subject to liabilities or our operations could be interrupted. In addition, future

11




environmental laws and regulations could restrict our ability to expand our facilities or extract our bertrandite ore deposits. These environmental laws and regulations could also require us to acquire costly equipment, obtain additional financial assurance, or incur other significant expenses in connection with our business, which would increase our costs of production.
In December 2016, the U.S. Environmental Protection Agency (EPA) published a proposed amendment to section 108(b) of the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), which is focused on developing financial assurance for managing hazardous substances in the hardrock mining industry. The proposed rule would require subject facilities, such as our bertrandite ore mining operations, to, among other things, calculate their level of financial responsibility and secure an instrument or otherwise self-assure for the calculated amount. Although we do not yet know the financial impact this rule, if adopted, would have on us, an obligation to secure and maintain financial assurance for our bertrandite ore mining operations could have a material adverse impact to our business.
Unexpected events and natural disasters at our mine could increase the cost of operating our business.
A portion of our production costs at our mine are fixed regardless of current operating levels. Our operating levels are subject to conditions beyond our control that may increase the cost of mining for varying lengths of time. These conditions include, among other things, weather, fire, natural disasters, pit wall failures, and ore processing changes. Our mining operations also involve the handling and production of potentially explosive materials. It is possible that an explosion could result in death or injuries to employees and others and material property damage to third parties and us. Any explosion could expose us to adverse publicity or liability for damages and materially adversely affect our operations. Any of these events could increase our cost of operations.
A security breach of customer, employee, supplier, or company information may have a material adverse effect on our business, financial condition, and results of operations.
In the conduct of our business, we collect, use, transmit, store, and report data on information systems and interact with customers, vendors, and employees. Increased global IT security threats and more sophisticated and targeted computer crime pose a risk to the security of our systems and networks and the confidentiality, availability, and integrity of our data. Despite our security measures, our IT systems and infrastructure may be vulnerable to customer viruses, cyber-attacks, security breaches caused by employee error or malfeasance, or other disruptions. Any such threat could compromise our networks and the information stored there could be accessed, publicly disclosed, lost, or stolen. A security breach of our computer systems could interrupt or damage our operations or harm our reputation, resulting in a loss of sales, operating profits, and assets. In addition, we could be subject to legal claims or proceedings, liability under laws that protect the privacy of personal information and regulatory penalties if confidential information relating to customers, suppliers, employees, or other parties is misappropriated from our computer systems.
Similar security threats exist with respect to the IT systems of our lenders, suppliers, consultants, advisers, and other third parties with whom we conduct business. A security breach of those computer systems could result in the loss, theft, or disclosure of confidential information and could also interrupt or damage our operations, harm our reputation, and subject us to legal claims.
Item 1B.
UNRESOLVED STAFF COMMENTS
None.

12





Item 2.
PROPERTIES
We operate manufacturing plants, service and distribution centers, and other facilities throughout the world. During 2016, we made effective use of our productive capacities at our principal facilities. We believe that the quality and production capacity of our facilities is sufficient to maintain our competitive position for the foreseeable future. Information as of December 31, 2016, with respect to our facilities that are owned or leased, and the respective segments in which they are included, is set forth below:
Location
Owned or Leased
Approximate
Number of
Square Feet
Corporate and Administrative Offices
 
 
Mayfield Heights, Ohio (1)(2)
Leased
79,130

Manufacturing Facilities
 
 
Albuquerque, New Mexico (2)
Owned/Leased
13,000/28,800

Bloomfield, Connecticut (3)
Leased
44,800

Brewster, New York (2)
Leased
75,000

Buffalo, New York (2)
Owned
97,000

Delta, Utah (1)
Owned
100,836

Elmore, Ohio (1)
Owned/Leased
681,000/191,000

Farnborough, England (1)
Leased
10,000

Fremont, California (1)
Leased
40,000

Limerick, Ireland (2)
Leased
18,000

Lincoln, Rhode Island (1)
Owned/Leased
130,000/28,000

Lorain, Ohio (1)
Owned
55,000

Milwaukee, Wisconsin (2)
Owned
98,750

Reading, Pennsylvania (1)
Owned
128,863

Santa Clara, California (2)
Leased
5,800

Shanghai, China (3)
Leased
101,400

Singapore (2)
Leased
24,500

Subic Bay, Philippines (2)
Leased
5,000

Suzhou, China (2)
Leased
21,743

Taipei, Taiwan (2)
Leased
10,311

Taoyuan City, Taiwan (2)
Leased
11,520

Tucson, Arizona (1)
Owned
53,000

Tyngsboro, Massachusetts (3)
Leased
38,000

Westford, Massachusetts (3)
Leased
78,000

Wheatfield, New York (2)
Owned
35,000

Windsor, Connecticut (3)
Leased
34,700

Service, Sales, and Distribution Centers
 
 
Elmhurst, Illinois (1)
Leased
28,500

Fukaya, Japan (1)
Owned
35,500

Maastricht, The Netherlands (2)
Leased
450

Singapore (1)
Leased
2,500

Stuttgart, Germany (1)
Leased
24,800

Tokyo, Japan (1)
Leased
7,200

Warren, Michigan (1)
Leased
34,500

 
(1) 
Performance Alloys and Composites
(2) 
Advanced Materials
(3) 
Precision Coatings


13




In addition to the above, the Company holds certain mineral rights on 7,500 acres in Juab County, Utah, from which the beryllium-bearing ore, bertrandite, is mined by the open pit method. A portion of these mineral rights are held under lease. Ore reserve data can be found in Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations."
Item 3.
LEGAL PROCEEDINGS
Our subsidiaries and our holding company are subject, from time to time, to a variety of civil and administrative proceedings arising out of our normal operations, including, without limitation, product liability claims, health, safety, and environmental claims, and employment-related actions. Among such proceedings are cases alleging that plaintiffs have contracted, or have been placed at risk of contracting, beryllium sensitization or CBD or other lung conditions as a result of exposure to beryllium (beryllium cases). The plaintiffs in beryllium cases seek recovery under negligence and various other legal theories and demand compensatory and often punitive damages, in many cases of an unspecified sum. Spouses of some plaintiffs claim loss of consortium.

Beryllium Claims
As of December 31, 2016, our subsidiary, Materion Brush Inc., was a defendant in one beryllium case (involving four plaintiffs), as described more fully below. As of December 31, 2015, there was one pending beryllium case (involving three plaintiffs).
During 2016, one beryllium case (involving three plaintiffs) was settled and paid out. The amount paid for the settlement of this case was not material to the Company's consolidated financial statements. One CBD case, originally filed and dismissed during 2015, but reversed and remanded in 2016 to the trial court, was outstanding as of December 31, 2016. The Company does not expect the resolution of this matter to have a material impact on the consolidated financial statements.

The Company was one of six defendants in a case filed on April 7, 2015 in the Superior Court of the State of California, Los Angeles County, titled Godoy et al. v. The Argen Corporation et al., BC578085. This was a survival and wrongful death complaint. The complaint alleged that the decedent worked at H. Kramer & Co. in California and alleged that he worked as a dental lab technician at various dental labs in California, and that he suffered from CBD and other injuries as a result of grinding, melting and handling beryllium-containing products. The complaint alleged causes of action for negligence, strict liability - failure to warn, strict liability - design defect, fraudulent concealment, and breach of implied warranties. Plaintiffs sought punitive damages in connection with the strict liability and fraudulent concealment causes of action. The survival action sought all damages sustained by decedent that he would have been entitled to recover had he lived, including punitive damages. The Company filed a demurrer on May 29, 2015. At a hearing on September 29, 2015, the court granted the demurrer, dismissing all claims against the Company, without leave to amend the complaint. On February 3, 2016, the plaintiffs filed a notice of appeal. On June 23, 2016, the California Supreme Court in a case titled Ramos v. Brenntag Specialties, 2016 WL 3435777, issued a unanimous opinion disapproving the case precedent upon which the Company's successful demurrer had been based. Based on this decision, the parties stipulated that the judgment entered in favor of the defendants be reversed and the matter remanded to the trial court for further proceedings.
The Company was one of five defendants in a case filed on October 4, 2013 in the Superior Court of the State of Arizona, Maricopa County, titled Parmar et al. v. Dolphin, Inc. et al., CV 2013-012980. One plaintiff alleged that he contracted CBD from exposures that resulted from his employment at manufacturing facilities of Karsten Manufacturing Corporation (Karsten) in Arizona, and asserted claims for negligence, strict liability, and fraudulent concealment. His wife claimed a loss of consortium. Another plaintiff alleged that he had been diagnosed with beryllium sensitization that resulted from his employment at Karsten, and asserted a claim for medical monitoring. Plaintiffs sought compensatory and punitive damages and/or medical monitoring in unspecified sums. All parties negotiated a settlement agreement on September 8, 2016, pursuant to which the Company would settle for an immaterial amount, and on September 9, 2016, plaintiffs filed a Notice of Settlement. On December 7, 2016, an Order of Dismissal was granted.
The Company has insurance coverage, which may respond, subject to an annual deductible.
Item 4.
MINE SAFETY DISCLOSURES
Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is included in Exhibit 95 to this Form 10-K.

14




PART II
 

Item 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information and Dividends
The Company's common shares are listed on the New York Stock Exchange under the symbol “MTRN”. As of February 9, 2017, there were 919 shareholders of record. Refer to Note R of the Consolidated Financial Statements for a summary of dividends declared per common share and market prices with respect to common shares during each quarter of fiscal years 2016 and 2015, which information is incorporated herein by reference. Although the Company’s Board of Directors currently intends to continue the payment of regular quarterly cash dividends on the Company’s common shares, the timing and amount of future dividends will depend on the Board's assessment of our operations, financial condition, projected liabilities, the Company’s compliance with contractual restrictions in its credit agreement or any agreement governing future debt, restrictions imposed by applicable laws, and other factors.

Share Repurchases
The following table presents information with respect to repurchases of common stock made by us during the three months ended December 31, 2016.    
Period
 
Total Number of Shares Purchased (1)
 
Average Price Paid per Share (1)
 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
 
Maximum Dollar Value that May Yet Be Purchased Under the Plans or Programs (2)
October 1 through November 4, 2016
 
28

 
$
31.25

 

 
$
16,789,946

November 5 through December 2, 2016
 
5,830

 
36.45

 

 
16,789,946

December 3 through December 31, 2016
 
192

 
40.05

 

 
16,789,946

Total
 
6,050

 
$
36.54

 

 
$
16,789,946


(1)
Represents shares surrendered to the Company by employees to satisfy tax withholding obligations on stock appreciation rights issued under the Company's stock incentive plan.
 
 
 
(2)
On January 14, 2014, we announced that our Board of Directors authorized the repurchase of up to $50.0 million of our common stock; this Board authorization does not have an expiration date. We did not repurchase any shares of the Company's common stock under this authorization during the fourth quarter of 2016.




15




Performance Graph
The following graph sets forth the cumulative shareholder return on our common shares as compared to the cumulative total return of the Russell 2000 Index, the S&P SmallCap 600 Index, and the S&P SmallCap 600 Materials Index, as Materion Corporation is a component of these indices.
mtrn_201612xchart-54778.jpg

 
 
2011
 
2012
 
2013
 
2014
 
2015
 
2016
Materion Corporation
 
$
100

 
$
107

 
$
130

 
$
150

 
$
120

 
$
172

Russell 2000
 
100

 
116

 
162

 
169

 
169

 
196

S&P SmallCap 600
 
100

 
116

1

164

 
174

 
174

 
215

S&P SmallCap 600 - Materials
 
100

 
125

 
170

 
171

 
171

 
196

The above graph assumes that the value of our common shares and each index was $100 on December 31, 2011 and that all applicable dividends were reinvested.


16




Item 6.
SELECTED FINANCIAL DATA
Materion Corporation and Subsidiaries
 
(Thousands except per share data)
 
2016
 
2015
 
2014
 
2013
 
2012
For the year
 
 
 
 
 
 
 
 
 
 
Net sales
 
$
969,236

 
$
1,025,272

 
$
1,126,890

 
$
1,166,882

 
$
1,273,078

Cost of sales
 
785,773

 
834,492

 
920,987

 
978,904

 
1,074,295

Gross margin
 
183,463

 
190,780

 
205,903

 
187,978

 
198,783

Operating profit
 
27,104

 
45,268

 
57,588

 
27,608

 
36,189

Interest expense - net
 
1,789

 
2,450

 
2,787

 
3,036

 
3,134

Income before income taxes
 
25,315

 
42,818

 
54,801

 
24,572

 
33,055

Income taxes
 
(425
)
 
10,660

 
12,670

 
4,360

 
8,773

Net income
 
25,740

 
32,158

 
42,131

 
20,212

 
24,282

Earnings per share of common stock:
 
 
 
 
 
 
 
 
 
 
Basic
 
1.29

 
1.60

 
2.06

 
0.98

 
1.19

Diluted
 
1.27

 
1.58

 
2.02

 
0.97

 
1.17

Dividends per share of common stock
 
0.375

 
0.355

 
0.335

 
0.315

 
0.225

Depreciation and amortization
 
46,317

 
38,471

 
43,516

 
42,328

 
37,695

Capital expenditures(1)
 
27,177

 
29,505

 
29,312

 
27,848

 
34,088

Mine development expenditures
 
9,861

 
22,585

 
1,247

 
4,776

 
10,573

Year-end position
 
 
 
 
 
 
 
 
 
 
Net current assets
 
$
254,907

 
$
249,616

 
$
282,628

 
$
266,248

 
$
251,922

Ratio of current assets to current liabilities
 
3.8 to 1

 
3.6 to 1

 
3.7 to 1

 
3.1 to 1

 
2.7 to 1

Property, plant, and equipment:
 
 
 
 
 
 
 
 
 
 
At cost
 
861,267

 
833,834

 
800,671

 
782,879

 
779,785

Cost less depreciation, depletion, and amortization
 
252,631

 
263,629

 
247,588

 
261,893

 
272,542

Total assets(2)
 
741,298

 
742,293

 
761,921

 
777,458

 
814,360

Long-term liabilities(3)
 
150,853

 
157,182

 
173,890

 
153,296

 
203,335

Long-term debt(2)
 
3,605

 
4,276

 
23,196

 
28,780

 
44,323

Shareholders’ equity
 
494,089

 
482,957

 
459,019

 
464,428

 
416,374

Weighted-average number of shares of common stock outstanding:
 
 
 
 
 
 
 
 
 
 
Basic
 
19,983

 
20,097

 
20,461

 
20,571

 
20,418

Diluted
 
20,213

 
20,402

 
20,852

 
20,943

 
20,740

(1) Capital expenditures shown above include amounts spent under government contracts for which reimbursements were received from the government in the amount of $1.0 million in 2012.
(2) The Company adopted Accounting Standards Update 2015-03, Simplifying the Presentation of Debt Issuance Costs effective January 1, 2016, requiring classification of debt issuance costs as a reduction of the carrying value of the debt. Total assets and long-term debt balances presented above for periods prior to 2016 have been restated to conform to this presentation.
(3) Long-term liabilities include long-term obligations relating to Retirement and post-employment benefits, Unearned income, and Other long-term liabilities.



17




Item 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
We are an integrated producer of high-performance advanced engineered materials used in a variety of electrical, electronic, thermal, and structural applications. Our products are sold into numerous end markets, including consumer electronics, industrial components, defense, medical, automotive electronics, telecommunications infrastructure, energy, commercial aerospace, science, services, and appliance.
RESULTS OF OPERATIONS
(Thousands except per share data)
 
2016
 
2015
 
2014
Net sales
 
$
969,236

 
$
1,025,272

 
$
1,126,890

Value-added sales
 
599,910

 
617,247

 
637,073

Gross margin
 
183,463

 
190,780

 
205,903

Gross margin as a % of Value-added sales
 
31
 %
 
31
%
 
32
%
Selling, general, and administrative (SG&A) expense

 
129,683

 
129,941

 
136,487

SG&A as a % of Value-added sales
 
22
 %
 
21
%
 
21
%
Research and development (R&D) expense
 
12,802

 
12,796

 
12,850

R&D as a % of Value-added sales
 
2
 %
 
2
%
 
2
%
Other — net
 
13,874

 
2,775

 
(1,022
)
Operating profit
 
27,104

 
45,268

 
57,588

Interest expense — net
 
1,789

 
2,450

 
2,787

Effective tax rate
 
(1.7
)%
 
24.9
%
 
23.1
%
Net income
 
25,740

 
32,158

 
42,131

Diluted earnings per share
 
1.27

 
1.58

 
2.02

2016 Compared to 2015
Net sales were $969.2 million in 2016, reflecting a decrease of 5% from 2015. The decrease in net sales in 2016 was primarily due to lower sales volume. Sales volume was lower primarily due to decreased shipments of raw material beryllium hydroxide, weaker demand in the oil and gas sector of the energy end market, and weakness in the medical, industrial components, and automotive electronics end markets. These decreases were partially offset by stronger sales in the defense, consumer electronics, and telecom infrastructure end markets and changes in precious metal and copper prices, which favorably impacted net sales in 2016 by approximately $16.2 million when compared to 2015.
Value-added sales were $599.9 million in 2016, a decrease of $17.3 million as compared to 2015 value-added sales of $617.2 million. Value-added sales is a non-GAAP measure that removes the impact of pass-through metal costs and allows for analysis without the distortion of the movement or volatility in metal prices. Internally, we manage our business on this basis, and a reconciliation of net sales to value-added sales is included herein.
Value-added sales to the consumer electronics end market, our largest end market accounting for approximately 28% of our total value-added sales in 2016, increased $7.3 million or 5% in 2016 as compared to 2015. Additionally, value-added sales to the defense end market increased $6.7 million or 14% year-over-year. These increases were offset by decreased shipments of raw material beryllium hydroxide of $12.4 million and lower value-added sales in several end markets. The industrial components and automotive electronics end market sales, which collectively accounted for 24% of our total value-added sales in 2016, decreased $7.4 million or 5% compared to 2015.
Gross margin was $183.5 million in 2016, or a 4% decrease from the $190.8 million gross margin recorded in 2015. Gross margin expressed as a percentage of value-added sales was 31% in both 2016 and 2015. The decrease in gross margin was primarily due to a combination of lower sales volume and unfavorable product mix.
SG&A expenses totaled $129.7 million in 2016 as compared to $129.9 million in 2015. Expressed as a percentage of value-added sales, SG&A expenses were 22% and 21% in 2016 and 2015, respectively. Lower selling expenses of $2.0 million due to the decrease in sales volume were offset by higher stock-based and annual incentive compensation expense of $1.6 million driven by stock price fluctuation and financial performance.

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R&D expenses consist primarily of direct personnel costs for pre-production evaluation and testing of new products, prototypes, and applications. R&D expense was flat as a percentage of value-added sales at approximately 2% in both 2016 and 2015.
Other-net totaled expense of $13.9 million and $2.8 million in 2016 and 2015, respectively. In 2016, we recorded an asset impairment charge of $2.6 million for land and buildings relating to the future closure of our service center located in Fukuya, Japan. Other-net in 2015 included foreign currency hedge gains of $6.2 million compared to a foreign currency hedge loss of $0.8 million in 2016. Additionally, Other-net in 2015 included recognized gains of $5.6 million from settlement agreements for insurance and legal claims in connection with construction of our beryllium pebble facility in Elmore, Ohio. Refer to Notes C and D of the Consolidated Financial Statements for the details of the major components of Other-net and Cost Reduction Initiatives.
Operating profit was $27.1 million in 2016 compared to $45.3 million in 2015. The decrease is primarily due to lower gross margins of $7.3 million and the $11.1 million unfavorable change in Other-net.
Interest expense - net was $1.8 million in 2016 and $2.5 million in 2015. The lower expense in 2016 resulted from lower average outstanding debt levels.
Income tax expense for 2016 was a benefit of $0.4 million versus expense of $10.7 million in 2015. The negative effective tax rate for 2016 was 1.7% compared to an effective tax rate of 24.9% in 2015. The effects of a discrete benefit relating to dividends paid from undistributed foreign earnings, percentage depletion (a tax benefit resulting from our mining operations), the foreign rate differential, and other items were the primary factors for the difference between the effective and statutory rates in 2016 and 2015. Refer to Note F of the Consolidated Financial Statements for a reconciliation of the statutory and effective tax rates.
Net income was $25.7 million, or $1.27 per share diluted, in 2016, compared to $32.2 million, or $1.58 per share diluted, in 2015.
2015 Compared to 2014
Net sales were $1.0 billion in 2015 compared to $1.1 billion in 2014, reflecting a decrease of $0.1 billion, or 9%. The decrease was due primarily to the impact of lower pass-through precious metal and copper prices, the negative impact of foreign exchange rates, and lower sales volume. The costs of gold, silver, platinum, palladium, and copper are typically passed through to customers and, therefore, movements in the prices of these metals will affect net sales, but may not have a proportionate impact on gross margin. The average prices for the metals we purchased in 2015 were lower than in 2014. Changes in precious metal and copper prices negatively impacted net sales in 2015 by approximately $53.5 million when compared to 2014. The strengthening of the U.S. dollar, primarily against the euro and yen, had an approximate $14.9 million negative impact on net sales in 2015.
Value-added sales were $617.2 million in 2015, a decrease of 3% as compared to 2014 value-added sales of $637.1 million. Value-added sales is a non-GAAP measure that removes the impact of pass-through metal costs and allows for analysis without the distortion of the movement or volatility in metal prices. Internally, we manage our business on this basis, and a reconciliation of net sales to value-added sales is included herein.
Value-added sales to the consumer electronics end market, our largest end market accounting for approximately 26% of our total value-added sales in 2015, decreased $16.6 million or 9% from 2015 as compared to 2014. This decrease was primarily related to weakness in the projector display market within our Precision Coatings segment.
Value-added sales to the energy end market, which accounted for 6% of our total value-added sales in 2015, decreased $16.6 million or 31% in 2015 as compared to 2014. This decrease was primarily related to a decline in exploration in the oil and gas sector of the market within the Performance Alloys and Composites segment and was slightly offset by valued-added sales growth in the solar and alternative energy sector of the market within the Advanced Materials segment.
Defense and industrial component end market sales, which collectively accounted for 23% of our total value-added sales in 2015, increased $22.1 million or 18% in 2015 as compared to 2014. Defense end market sales were higher due to new applications and the timing of government spending and related programs in the Performance Alloys and Composites segment. Industrial component end market sales increased due to higher sales into the plastics and sprinkler segments of the market in the Performance Alloys and Composites segment, coupled with sales increases in the display and optical components segments of the market in the Advanced Materials segment.
Gross margin was $190.8 million in 2015, a 7% decrease from the $205.9 million gross margin recorded in 2014. Expressed as a percentage of value-added sales, gross margin declined from 32% in 2014 to 31% in 2015. The decrease in gross margin was primarily due to a combination of lower sales volume and the negative impact of foreign exchange. In addition, we recorded $0.7

19




million of expense in 2015 primarily for headcount reductions in our Precision Coatings segment to respond to weakening demand in the projector display segment of the consumer electronics end market.
SG&A expenses totaled $129.9 million in 2015, a decrease of $6.5 million as compared to 2014. Expressed as a percentage of value-added sales, SG&A expenses were 21% in both 2015 and 2014. Charges related to cost reduction initiatives were more than offset by lower annual incentive compensation expense. We recorded $1.2 million of expense in 2015 for headcount reductions in our Precision Coatings segment and the elimination of executive positions. Annual incentive compensation and stock-based compensation expenses were $8.9 million lower in 2015 as compared to 2014 in conjunction with lower results.
R&D expenses consist primarily of direct personnel costs for pre-production evaluation and testing of new products, prototypes, and applications. R&D expense was relatively flat as a percentage of value-added sales at approximately 2% in both 2015 and 2014.
Other-net totaled $2.8 million of expense in 2015 and $1.0 million of income in 2014. The increase in Other-net in 2015 was primarily due to lower insurance and legal settlement gains in 2015 of $5.6 million related to construction of our beryllium pebble facility as compared to several one-time items in 2014 consisting of a $6.8 million favorable insurance settlement related to a precious metal theft claim, a $4.0 million favorable legal settlement related to construction of our beryllium pebble facility, and a $2.4 million net gain on the sale of used equipment. Other-net also included foreign currency hedge gains of $6.2 million in 2015. Refer to Note C of the Consolidated Financial Statements for the details of the major components of Other-net.
Operating profit was $45.3 million in 2015 compared to $57.6 million in 2014. The decrease is primarily due to lower gross margins of $15.1 million and a $3.8 million unfavorable change in Other-net, partially offset by lower SG&A expenses of $6.5 million.
Interest expense - net was $2.5 million in 2015 and $2.8 million in 2014. The lower expense in 2015 resulted from lower average outstanding debt levels.
Income tax expense for 2015 and 2014 was $10.7 million and $12.7 million, respectively. The effective tax rates for 2015 and 2014 were 24.9% and 23.1%, respectively. The effects of percentage depletion (a tax benefit resulting from our mining operations), foreign rate differential, the production deduction, the R&D tax credit, and other items were major causes of the differences between the effective and statutory rates in 2015 and 2014. Refer to Note F of the Consolidated Financial Statements for a reconciliation of the statutory and effective tax rates.
Net income was $32.2 million, or $1.58 per share diluted, in 2015, compared to $42.1 million, or $2.02 per share diluted, in 2014.
Segment Disclosures
As further described in Item 1 and Note B of the Consolidated Financial Statements, the Company changed its operating segments in the fourth quarter of 2016 to more appropriately align with the way its business is managed. The Company now consists of four reportable segments: Performance Alloys and Composites, Advanced Materials, Precision Coatings, and Other. The Other reportable segment includes unallocated corporate costs.

Performance Alloys and Composites
(Thousands)
 
2016
 
2015
 
2014
Net sales
 
$
387,539

 
$
394,760

 
$
433,288

Value-added sales
 
332,012

 
335,136

 
358,511

Operating profit
 
6,601

 
23,560

 
33,290


2016 Compared to 2015
Net sales from the Performance Alloys and Composites segment of $387.5 million in 2016 were 2% lower than net sales of $394.8 million in 2015. Value-added sales of $332.0 million in 2016 were 1% lower than value-added sales of $335.1 million in 2015. Value-added sales to the consumer electronics end market accounted for 21% of total segment value-added sales in 2016 compared to 18% in 2015, which was an increase of $9.3 million. This increase was primarily due to higher demand for base connector material applications. Value-added sales in the defense end market increased $5.1 million from 2015 primarily due to higher sales into satellite surveillance and missile projects. These increases were offset by lower raw material sales of beryllium hydroxide of $12.4 million and lower value-added sales of $5.8 million in the industrial components end market.

20




Performance Alloys and Composites generated operating profit of $6.6 million, or 2% of value-added sales, in 2016 as compared to $23.6 million, or 7% of value-added sales, in 2015. The decline in operating profit in 2016 as compared to 2015 was primarily due to unfavorable product mix and manufacturing yields, the negative impact of foreign exchange rate movements of $5.5 million, and a $2.6 million impairment charge relating to the future closure of our service center located in Fukuya, Japan.
2015 Compared to 2014
Net sales from the Performance Alloys and Composites segment of $394.8 million in 2015 were 9% lower than net sales of $433.3 million in 2014. Value-added sales of $335.1 million in 2015 were 7% lower than value-added sales of $358.5 million in 2014. Value-added sales in the energy end market were $19.2 million lower due to a significant decline in exploration in the oil and gas sector of the market.
Performance Alloys and Composites generated operating profit of $23.6 million, or 7% of value-added sales, in 2015 as compared to $33.3 million, or 9% of value-added sales, in 2014. The decline in operating profit in 2015 as compared to 2014 was primarily due to lower sales volume and the negative impact of foreign exchange rate movements of $9.6 million. This decrease was partially offset by foreign currency hedge gains of $6.2 million recorded in 2015, which partially offset the negative impact of foreign exchange rate movements on net sales and gross margin.
Advanced Materials
(Thousands)
 
2016
 
2015
 
2014
Net sales
 
$
437,249

 
$
482,288

 
$
547,282

Value-added sales
 
176,332

 
182,794

 
181,040

Operating profit
 
26,282

 
27,805

 
32,692

2016 Compared to 2015
Net sales from the Advanced Materials segment of $437.2 million in 2016 were 9% lower than net sales of $482.3 million in 2015 primarily due to the impact of lower volume of $55.0 million and changes in mix for customer supplied material, offset by the impact of higher pass-through metal prices of $17.6 million.
Value-added sales of $176.3 million were 4% lower than value-added sales of $182.8 million in 2015. The decrease in value-added sales was primarily driven by lower value-added sales to the consumer electronics and energy end markets. Value-added sales to the consumer electronics end market, which represents approximately 46% of total segment value-added sales in both 2016 and 2015, decreased $2.2 million primarily due to lower demand in the wireless market. Value-added sales to the energy end market decreased $2.6 million in 2016 compared to 2015 primarily due to lower demand from the solar segments of the market.
Advanced Materials generated operating profit of $26.3 million, or 15% of value-added sales, in 2016 as compared to $27.8 million, or 15% of value-added sales, in 2015. The decrease in operating profit in 2016 versus 2015 was due to lower volume and slightly unfavorable product mix, partially offset by improved manufacturing yields.
2015 Compared to 2014
Net sales from the Advanced Materials segment of $482.3 million in 2015 were 12% lower than net sales of $547.3 million in 2014 primarily due to the impact of lower pass-through metal prices of $42.2 million in 2015 as compared to 2014.
Value-added sales of $182.8 million were 1% higher than value-added sales of $181.0 million in 2014, which partially offset lower pass-through metal prices. Value-added sales to the consumer electronics end market, which represents the largest end market segment for Advanced Materials, accounted for 46% of total segment value-added sales in 2015 compared to 48% in 2014. The $3.8 million decrease in consumer electronics end market value-added sales in 2015 was due to lower volume of our products used in hand-held devices. This decrease was more than offset by increased value-added sales in the industrial components and energy end markets. Value-added sales to the industrial components end market increased $2.9 million or 16% in 2015 compared to 2014 primarily due to strong demand in the display and optical component segments of the market. Energy end market value-added sales increased $2.6 million or 22% in 2015 as compared to 2014 as a result of stronger demand from the construction and solar segments of the market.
Advanced Materials generated operating profit of $27.8 million, or 15% of value-added sales, in 2015 as compared to $32.7 million, or 18% of value-added sales, in 2014. The decline in operating profit in 2015 as compared to 2014 was due to the recognition in 2014 of a $6.8 million insurance recovery related to a theft claim associated with a precious metal inventory loss at our Albuquerque, New Mexico facility in 2012. Improved value-added sales growth partially offset this impact.

21




Precision Coatings
(Thousands)
 
2016
 
2015
 
2014
Net sales
 
$
144,448

 
$
148,444

 
$
147,659

Value-added sales
 
97,700

 
101,761

 
102,378

Operating profit
 
11,635

 
7,483

 
9,272


2016 Compared to 2015
Net sales for the Precision Coatings segment were $144.4 million in 2016 as compared to $148.4 million in 2015, and value-added sales were $97.7 million in 2016 versus $101.8 million in 2015. Higher sales in the defense end market were more than offset by lower sales in the medical end market. Defense end market sales were higher due to our new Paveway optical filters utilized in defense missile applications. Medical end market sales decreased $6.4 million due to lower volume in the blood glucose test strip segment of the medical end market.
The Precision Coatings segment reported an operating profit of $11.6 million, or 12% of value-added sales, in 2016 versus $7.5 million, or 7% of value-added sales, in 2015. The increase is primarily due to improved yields on optical coating products, favorable product mix, cost reduction initiatives, and a gain on the sale of equipment of $0.7 million. These increases more than offset the impact of lower sales volume.

2015 Compared to 2014
Net sales for the Precision Coatings segment were $148.4 million in 2015 as compared to $147.7 million in 2014, and value-added sales were $101.8 million in 2015 versus $102.4 million in 2014. Higher sales in the medical and defense end markets were partially offset by lower sales to the consumer electronics end market. Medical end market sales were up due to an increase in sales of precision precious metal-coated polymer films for blood glucose test strip applications. Defense end market sales were higher due to the timing of government spending and related programs. Lower sales to the consumer electronics end market were due to weakness in the projector display segment of the market.
The Precision Coatings segment reported an operating profit of $7.5 million, or 7% of value-added sales, in 2015 versus $9.3 million, or 9% of value-added sales, in 2014. The decrease in operating profit was primarily attributed to a $2.6 million gain on the sale of used equipment during 2014. Operating profit in 2015 also included $1.4 million of expense recorded primarily for headcount reductions to respond to weakening demand in the projector display segment of the consumer electronics end market. These decreases were partially offset by a favorable product mix and an improvement in manufacturing yields.
Other
(Thousands)
 
2016
 
2015
 
2014
Net sales
 
$

 
$
(220
)
 
$
(1,339
)
Value-added sales
 
(6,134
)
 
(2,444
)
 
(4,856
)
Operating loss
 
(17,414
)
 
(13,580
)
 
(17,666
)

2016 Compared to 2015
The Other reportable segment in total includes unallocated corporate costs.
Corporate costs of $17.4 million in 2016 increased $3.8 million as compared to $13.6 million in 2015. As a percent of total Company value-added sales, corporate costs increased to 3% in 2016 from 2% in 2015. Higher unallocated corporate costs in 2016 were primarily due to the $5.6 million insurance and legal settlement gains realized in 2015.

2015 Compared to 2014
Corporate costs of $13.6 million in 2015 decreased $4.1 million as compared to $17.7 million in 2014. As a percent of value-added sales, corporate costs decreased to 2% in 2015 from 3% in 2014. The decrease in corporate costs was due to lower incentive compensation and stock compensation expense, partially offset by higher domestic pension expense and $0.5 million of severance costs associated with cost reduction initiatives.


22




International Sales and Operations
We operate in worldwide markets, and our international customer base continues to expand geographically. In Asia, we have strategically located our facilities in Japan, Singapore, China, Korea, Taiwan, and the Philippines, while our European facilities are in Germany, the United Kingdom, and Ireland.
Our international operations provide a combination of manufacturing, finishing operations, local sales support, and distribution services and are designed to provide a cost-effective method of capturing the growing overseas demand for our products over the long term. We also augment our sales and distribution efforts with an established network of independent distributors and agents throughout the world.
The following table summarizes total international sales by region for the last three years: 
(Thousands)
 
2016
 
2015
 
2014
Asia
 
$
193,739

 
$
247,174

 
$
238,684

Europe
 
121,648

 
122,554

 
136,561

Rest of world
 
14,174

 
16,108

 
20,451

Total
 
$
329,561

 
$
385,836

 
$
395,696

Percent of total net sales
 
34
%
 
38
%
 
35
%
International sales include sales from international operations and direct exports from our U.S. operations. The international sales in the above chart are included in the individual segment sales previously discussed.
Total international sales decreased 15% in 2016 from 2015. The decrease was primarily due to lower sales in the consumer electronics and telecommunications infrastructure end markets in Asia.
Sales from European and certain Asian operations are primarily denominated in local currencies. Exports from the U.S. and the balance of the sales from the Asian operations are typically denominated in U.S. dollars. Local competition generally limits our ability to adjust selling prices upwards to compensate for short-term unfavorable exchange rate movements.
We have a hedge program with the objective of minimizing the short-term impact of fluctuating currency values on our consolidated operating profit. Refer to Note P of the Consolidated Financial Statements.

23




Value-Added Sales - Reconciliation of Non-GAAP Measure
A reconciliation of net sales to value-added sales, a non-GAAP measure, for each reportable segment and for the Company in total for 2016, 2015, and 2014 is as follows:
(Thousands)
 
2016
 
2015
 
2014
Net Sales
 
 
 
 
 
 
Performance Alloys and Composites
 
$
387,539

 
$
394,760

 
$
433,288

Advanced Materials
 
437,249

 
482,288

 
547,282

Precision Coatings
 
144,448

 
148,444

 
147,659

Other
 

 
(220
)
 
(1,339
)
Total
 
$
969,236

 
$
1,025,272

 
$
1,126,890

 
 
 
 
 
 
 
Less: pass-through metal costs
 
 
 
 
 
 
Performance Alloys and Composites
 
$
55,527

 
$
59,624

 
$
74,777

Advanced Materials
 
260,917

 
299,494

 
366,242

Precision Coatings
 
46,748

 
46,683

 
45,281

Other
 
6,134

 
2,224

 
3,517

Total
 
$
369,326

 
$
408,025

 
$
489,817

 
 
 
 
 
 
 
Value-added sales
 
 
 
 
 
 
Performance Alloys and Composites
 
$
332,012

 
$
335,136

 
$
358,511

Advanced Materials
 
176,332

 
182,794

 
181,040

Precision Coatings
 
97,700

 
101,761

 
102,378

Other
 
(6,134
)
 
(2,444
)
 
(4,856
)
Total
 
$
599,910

 
$
617,247

 
$
637,073

The cost of gold, silver, platinum, palladium, and copper can be quite volatile. Our pricing policy is to directly pass the cost of these metals on to the customer in order to mitigate the impact of metal price volatility on our results from operations. Trends and comparisons of net sales are affected by movements in the market prices of these metals, but changes in net sales due to metal price movements may not have a proportionate impact on our profitability.
Internally, management reviews net sales on a value-added basis. Value-added sales are a non-GAAP measure that deducts the value of the pass-through metal costs from net sales. Value-added sales allow management to assess the impact of differences in net sales between periods, segments, or markets, and analyze the resulting margins and profitability without the distortion of movements in pass-through metal costs. The dollar amount of gross margin and operating profit is not affected by the value-added sales calculation. We sell other metals and materials that are not considered direct pass-throughs, and these costs are not deducted from net sales when calculating value-added sales.
Our net sales are also affected by changes in the use of customer-supplied metal. When we manufacture a precious metal product, the customer may purchase metal from us or may elect to provide its own metal, in which case we process the metal on a toll basis, and the metal value does not flow through net sales or cost of sales. In either case, we generally earn our margin based upon our fabrication efforts. The relationship of this margin to net sales can change depending upon whether or not the product was made from our metal or the customer’s metal. The use of value-added sales removes the potential distortion in the comparison of net sales caused by changes in the level of customer-supplied metal.
By presenting information on net sales and value-added sales, it is our intention to allow users of our financial statements to review our net sales with and without the impact of the pass-through metals.
Legal Proceedings
One of our subsidiaries, Materion Brush Inc., is a defendant from time to time in proceedings in various state and federal courts brought by plaintiffs alleging that they have contracted CBD or other lung conditions as a result of exposure to beryllium. Plaintiffs in beryllium cases generally seek recovery under negligence and various other legal theories and seek compensatory and punitive damages, in many cases of an unspecified sum. Spouses, if any, often claim loss of consortium.

24




One beryllium case (involving three plaintiffs) was settled during 2016 and, currently, one beryllium case (involving four plaintiffs) that had been on appeal is outstanding, after having been remanded to the trial court. The Company does not expect the resolution of this matter to have a material impact on the consolidated financial statements. Refer to Item 3 “Legal Proceedings" for further information.
Additional beryllium claims may arise. Management believes that we have substantial defenses in these types of cases and intends to contest the suits vigorously should they arise. Employee cases, in which plaintiffs have a high burden of proof, have historically involved relatively small losses to us. Third-party plaintiffs (typically employees of customers or contractors) face a lower burden of proof than do employees or former employees, but these cases are generally covered by varying levels of insurance.
Although it is not possible to predict the outcome of any litigation, we provide for costs related to these matters when a loss is probable, and the amount is reasonably estimable. Litigation is subject to many uncertainties, and it is possible that some of these actions could be decided unfavorably in amounts exceeding our reserves. An unfavorable outcome or settlement of a beryllium case or adverse media coverage could encourage the commencement of additional similar litigation. We are unable to estimate our potential exposure to unasserted claims.
Based upon currently known facts and our experience with beryllium cases and assuming collectibility of insurance, we do not believe that resolution of future beryllium proceedings will have a material adverse effect on our financial condition or cash flow. However, our results of operations could be materially affected by unfavorable results in one or more of these cases in the future.
Regulatory Matters
On January 9, 2017, OSHA published a new standard for workplace exposure to beryllium that, among other things, lowered the permissible exposure by a factor of ten and established new requirements for respiratory protection, personal protective clothing and equipment, medical surveillance, hazard communication, and record keeping. Other government and standard-setting organizations are also reviewing beryllium-related worker safety rules and standards, and will likely make them more stringent. Some organizations, such as the California Occupational Health and Safety Administration and the American Conference of Governmental Industrial Hygienists, have adopted standards that are more stringent than the current standards of OSHA. The development, proposal, or adoption of more stringent standards may affect the buying decisions by the users of beryllium-containing products. If the standards are made more stringent and/or our customers or other downstream users decide to reduce their use of beryllium-containing products, our results of operations, liquidity, and financial condition could be materially adversely affected. The impact of this potential adverse effect would depend on the nature and extent of the changes to the standards, the cost and ability to meet the new standards, the extent of any reduction in customer use, and other factors. The magnitude of this potential adverse effect cannot be estimated.
FINANCIAL POSITION
Cash Flow
A summary of cash flows provided from (used in) operating, investing, and financing activities is as follows:
 
 
Net cash provided from (used in)
(Thousands)
 
2016
 
2015
 
2014
Net cash provided from operating activities
 
$
67,174

 
$
90,228

 
$
60,281

Net cash (used in) investing activities
 
(37,355
)
 
(52,032
)
 
(27,471
)
Net cash (used in) financing activities

 
(22,112
)
 
(26,095
)
 
(40,881
)
Effects of exchange rate changes
 
(479
)
 
(1,015
)
 
(1,553
)
Net change in cash and cash equivalents
 
$
7,228

 
$
11,086


$
(9,624
)
Net cash provided from operating activities decreased $23.1 million, or 26%, from 2015 primarily due to a $6.4 million decrease in net income and changes in working capital requirements. Working capital requirements provided cash of $9.5 million in 2016 compared to $16.2 million provided in 2015. We continued to decrease inventory levels, primarily within the Performance Alloys and Composites segment, due to working capital reduction initiatives in 2016; however, the benefit in 2016 was lower by $8.6 million compared to 2015. Cash flows used for accounts payable and accrued expenses decreased $20.7 million compared to 2015 primarily due to lower incentive compensation and timing of payments. Cash flows used for accounts receivable increased $18.9 million due to higher sales levels in the fourth quarter of 2016. Our three-month trailing days sales outstanding (DSO) was approximately 41 days at December 31, 2016 versus 44 days at December 31, 2015.

25




Price movements of precious and base metals are essentially passed to customers. Therefore, while sudden movements in the price of metals can cause a temporary imbalance in our cash receipts and payments in either direction, once prices stabilize, our cash flow tends to stabilize as well.
Net cash used in investing activities was $37.4 million in 2016 compared to $52.0 million in 2015, reflecting decreased payments for mine development activities of $12.7 million.
Net cash used in financing activities decreased $4.0 million from 2015 primarily due to lower repurchases of common stock under our share repurchase program. We repurchased 147,351 common shares for $3.8 million in 2016 as compared to the repurchase of 212,165 common shares for $7.1 million in 2015. At December 31, 2016, we had approximately $16.8 million remaining for share repurchases under the $50.0 million share repurchase program approved by the Board of Directors in 2014. See Part II, Item 5. "Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities," for additional information regarding share repurchases.
Dividends per common share increased 6% to $0.375 per share in 2016. Total dividend payments to common shareholders were $7.5 million in 2016 and $7.1 million in 2015. In May 2016, the Board of Directors declared an increase in our quarterly dividend from $0.090 to $0.095 per share. We intend to pay a quarterly dividend on an ongoing basis, subject to a continuing strong capital structure and a determination that the dividend remains in the best interest of our shareholders.
Liquidity
We believe that cash flow from operations plus the available borrowing capacity and our current cash balance are adequate to support operating requirements, capital expenditures, projected pension plan contributions, the current dividend and share repurchase programs, environmental remediation projects, and strategic acquisitions. At December 31, 2016, cash and cash equivalents held by our foreign operations totaled $22.2 million. We do not expect restrictions on repatriation of cash held outside of the United States to have a material effect on our overall liquidity, financial condition, or the results of operations for the foreseeable future.
A summary of key data relative to our liquidity, including the outstanding debt, cash balances, available borrowing capacity, and the debt-to-debt-plus-equity ratio, as of December 31, 2016 and December 31, 2015 is as follows:
 
 
December 31,
(Thousands)
 
2016
 
2015
Total outstanding debt
 
$
4,615

 
$
13,613

Cash
 
31,464

 
24,236

Net (cash) debt
 
(26,849
)
 
(10,623
)
Available borrowing capacity
 
$
238.9

 
$
221.8

Debt-to-debt-plus-equity ratio
 
1
%
 
3
%
Net (cash) debt is a non-GAAP measure. We are providing this information because we believe it is more indicative of our overall financial position. It is also a measure our management uses to assess financing and other decisions. We reduced outstanding debt from 2015 and, as a result, the debt-to-debt-plus-equity ratio decreased to 1% as of December 31, 2016 from 3% as of December 31, 2015. We believe that based on our typical cash flow generated from operations, we can support a higher leverage ratio in future periods.
The available borrowing capacity in the table above represents the additional amounts that could be borrowed under our revolving credit facility and other secured lines existing as of the end of each year depicted. The applicable debt covenants have been taken into account when determining the available borrowing capacity, including the covenant that restricts the borrowing capacity to a multiple of the twelve-month trailing earnings before interest, income taxes, depreciation and amortization, and other adjustments.
In 2015, we entered into an amendment to our $375.0 million revolving credit agreement (Credit Agreement). The amendment extends the maturity date of the Credit Agreement from 2018 to 2020 and provides more favorable pricing under certain circumstances. In addition, the amendment provides the Company and its subsidiaries with additional capacity to enter into facilities for the consignment, borrowing, or leasing of precious metals and copper, and provides enhanced flexibility to finance acquisitions and other strategic initiatives. The amended agreement includes an increase in the Credit Agreement's expansion option for additional uncommitted lines from $100.0 million to $300.0 million. The Credit Agreement is secured by substantially all of the assets of the Company and its direct subsidiaries, with the exception of non-mining real property and certain other assets. The Credit Agreement allows us to borrow money at a premium over LIBOR or prime rate and at varying maturities. The premium resets quarterly according to the terms and conditions available under the agreement.

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The Credit Agreement includes restrictive covenants relating to restrictions on additional indebtedness, acquisitions, dividends, and stock repurchases. In addition, the Credit Agreement includes covenants subject to a maximum leverage ratio and a minimum fixed charge coverage ratio. We were in compliance with all of our debt covenants as of December 31, 2016 and December 31, 2015. Cash on hand does not affect the covenants or the borrowing capacity under our debt agreements.
Portions of our business utilize off-balance sheet consignment arrangements to finance metal requirements. Expansion of business volumes and/or higher metal prices can put pressure on the consignment line limitations from time to time. As a result we have negotiated increases in the available capacity under existing lines, added additional lines, and extended the maturity dates of existing lines in recent years. The most recent amendment, completed in the third quarter of 2016 with our largest precious metals consignment facility, extended the maturity date from September 30, 2016 to September 30, 2019 and provided for more favorable pricing for fixed rate consignments. The available and unused capacity under the metal financing lines totaled approximately $285.0 million as of December 31, 2016. The availability is determined by Board approved levels and actual line capacity.
Contractual Obligations
A summary of payments to be made under long-term debt agreements, operating leases, significant capital leases, pension plan contributions, and material purchase commitments by year is as follows:
(Millions)
 
2017
 
2018
 
2019
 
2020
 
2021
 
There-
after
 
Total
Total debt (1)
 
$
0.7

 
$
0.8

 
$
0.8

 
$
0.9

 
$
1.4

 
$

 
$
4.6

Capital lease payments (2)
 
0.8

 
0.8

 
0.9

 
0.9

 
1.0

 
1.4

 
5.8

Interest payments on total debt (3)

 
0.5

 
0.4

 
0.3

 
0.3

 
0.1

 
0.1

 
1.7

Non-cancelable lease payments (4)
 
6.2

 
5.3

 
4.0

 
3.5

 
2.9

 
3.3

 
25.2

Pension plan contribution (5)
 
16.0

 

 

 

 

 

 
16.0

Other benefit payments
 
1.4

 

 

 

 

 

 
1.4

Other long-term liabilities (6)

 
0.9

 
3.3

 
0.4

 
0.5

 
0.6

 
0.3

 
6.0

Purchase obligations
 
8.9

 
1.7

 
1.3

 
0.3

 
0.3

 
2.0

 
14.5

Total
 
$
35.4

 
$
12.3

 
$
7.7

 
$
6.4

 
$
6.3

 
$
7.1

 
$
75.2

(1)      Total debt relates to installment payments on our fixed rate industrial development revenue bonds that mature in 2021.
(2)     The capital lease payments include a building at the Elmore, Ohio site.
(3)     These amounts represent future interest payments related to our total debt and capital leases.
(4)     The non-cancelable lease payments represent payments under operating leases with initial lease terms in excess of one year
as of December 31, 2016.
(5)
Our domestic defined benefit pension plan is underfunded as of December 31, 2016. Contributions in future periods will be dependent upon regulatory requirements, the plan funded ratio, plan investment performance, discount rates, actuarial assumptions, plan amendments, our contribution objectives, and other factors. Federal legislation enacted during 2012 resulted in a reduction in mandatory contributions in the short term from levels under the previous regulations, but we may elect to contribute funds in excess of the mandatory levels in a given year depending upon our cash flow from operations and other considerations. In 2017, we anticipate contributing approximately $16.0 million to our domestic defined benefit plan. This estimate is in excess of the mandatory contributions. This higher contribution level is designed to minimize our PBGC premium payments, as well as to maintain the plan funded ratio in line with our long-term objectives. We also anticipate funding those contributions with cash on hand, cash generated from operations, or borrowings under our existing lines of credit. It is not practical to estimate the required contributions beyond 2017 at the present time.    
(6)
Other long-term liabilities include environmental remediation costs. We have an active environmental compliance program. We estimate the probable cost of identified environmental remediation projects and establish reserves accordingly. The environmental remediation reserve balance was $6.0 million at December 31, 2016 and $5.7 million at December 31, 2015. Environmental projects tend to be long term, and the associated payments are typically made over a number of years. Refer to Note Q of the Consolidated Financial Statements for further discussion.




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Off-balance Sheet Obligations
We maintain the majority of the precious metals and copper we use in production on a consignment basis in order to reduce our exposure to metal price movements and to reduce our working capital investment. Refer to Item 7A “Quantitative and Qualitative Disclosures about Market Risk.” The notional value of off-balance sheet precious metals and copper was $194.8 million as of December 31, 2016 versus $214.7 million as of December 31, 2015. We were in compliance with all of the covenants contained in the consignment agreements as of December 31, 2016 and December 31, 2015.

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ORE RESERVES

We have proven and probable reserves of beryllium-bearing bertrandite ore in Juab County, Utah. We own approximately 90 percent of the proven reserves, with the remaining reserves leased from the State of Utah. We augment our proven reserves of bertrandite ore through the purchase of imported beryl ore from time to time. This beryl ore, which is approximately four percent beryllium, is also processed at the Utah extraction facility. Approximately 88 percent of the beryllium in ore is recovered in the extraction process. Estimating the quantity and/or grade of ore reserves requires the size, shape, and depth of ore bodies to be determined by analyzing geological data such as drilling samples. Economic assumptions used to estimate reserves change from period to period, and as additional geological and operational data is generated during the course of operations, estimates of reserves may change from period to period.
The term “proven reserves” means reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings, or drill holes; grade and/or quality are computed from the results of detailed sampling and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth, and mineral content of reserves are well-established and (c) for which are commercially recoverable through open-pit methods.
The term “probable reserves” means reserves for which quantity and grade and/or quality are computed from information similar to that used for proven reserves, but the sites for inspection, sampling, and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven reserves, is high enough to assume continuity between points of observation.
 
 
Proven
 
Probable
 
Total
As of December 31, 2016
 
 
 
 
 
 
Tonnage (in thousands)
 
7,991

 
739

 
8,730

Grade (% beryllium)
 
0.249
%
 
0.269
%
 
0.251
%
Beryllium pounds (in millions)
 
39.85

 
3.98

 
43.83

 
 
 
 
 
 
 
As of December 31, 2015
 
 
 
 
 
 
Tonnage (in thousands)
 
6,049

 
3,519

 
9,568

Grade (% beryllium)
 
0.259
%
 
0.232
%
 
0.249
%
Beryllium pounds (in millions)
 
31.35

 
16.33

 
47.68


Based upon average production levels in recent years and our near-term production forecasts, proven reserves would last a minimum of seventy-five years. The table below details our production of beryllium at our Utah location.
(Thousands of Pounds of Beryllium)
 
2016
 
2015
 
2014
Domestic ore
 
339

 
439

 
593

Non-domestic ore
 
23

 
26

 
21

Unyielded total
 
362

 
465

 
614

Annual yield
 
88
%
 
89
%
 
89
%
Beryllium produced
 
318

 
412

 
546

% of mill capacity
 
42
%
 
55
%
 
73
%
CRITICAL ACCOUNTING POLICIES
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the inherent use of estimates and management’s judgment in establishing those estimates. The following policies are considered by management to be critical because adherence to these policies relies significantly upon our judgment.
Accrued Liabilities
We have various accruals on our balance sheet that are based in part upon our judgment, including accruals for litigation, environmental remediation, and workers’ compensation costs. When a loss is probable, we establish accrual balances based on the reasonably estimable loss or range of loss as determined by a review of the available facts and circumstances by management and independent advisors and specialists, as appropriate. When no point of loss is more likely than another, the accrual is established

29




at the low end of the estimated reasonable range. Litigation and environmental accruals are established only for identified and/or asserted claims; future claims, therefore, could give rise to increases to the accruals. The accruals are adjusted as facts and circumstances change, as well as for changes in our strategies or the pertinent regulatory requirements. Since these accruals are estimates, the ultimate resolution may be greater or less than the established accrual balance for a variety of reasons, including court decisions, additional discovery, inflation levels, cost control efforts, and resolution of similar cases. Changes to the accruals would then result in an additional charge or credit to the income statement in the period when the change is made. Refer to Note Q of the Consolidated Financial Statements.
Legal claims may be subject to partial or complete insurance recovery. The accrued liability is recorded at the gross amount of the estimated cost and the insurance recoverable, if any, is recorded as an asset and is not netted against the liability. The accrued legal liability includes the estimated indemnity cost only, if any, to resolve the claim through a settlement or court verdict. The legal defense costs are not included in the accrual and are expensed in the period incurred, with the level of expense in a given year affected by the number and types of claims we are actively defending.
Non-employee claims for CBD are covered by insurance, subject to certain limitations. The insurance covers defense costs and indemnity payments (resulting from settlements or court verdicts) and is subject to various levels of deductibles. In 2016 and 2015, defense and indemnity costs were less than the deductible.
Pensions
The annual net periodic expense and benefit obligations related to the Company's defined benefit plans are determined on an actuarial basis. This determination requires critical assumptions regarding the discount rate, long-term rate of return on plan assets, increases in compensation levels, and amortization periods for actuarial gains and losses. Assumptions are determined based on Company data and appropriate market indicators, and are evaluated each year as of the plans' measurement date. Changes in the assumptions to reflect actual experience as well as the amortization of actuarial gains and losses could result in a material change in the annual net periodic expense and benefit obligations reported in the financial statements.
Beginning in 2017, the Company has elected to use a spot-rate approach to estimate the service and interest cost components of net periodic benefit cost for its defined benefit pension plans. The spot-rate approach applies separate discount rates (along the yield curve) for each projected benefit payment in the calculation. Historically, the Company used a weighted-average approach to determine the service and interest components of its net periodic benefit costs. The change will be accounted for as a change in estimate and, accordingly, will be accounted for prospectively starting in 2017. The reductions in service and interest costs for 2017 associated with this change in estimate are expected to total approximately $1.0 million.
Our pension plan investment strategies are governed by a policy adopted by the Board of Directors. A senior management team oversees a group of outside investment analysts and brokerage firms that implement these strategies. The future return on pension assets is dependent upon the plan’s asset allocation, which changes from time to time, and the performance of the underlying investments. As a result of our review of various factors, we used an expected rate of return on plan assets assumption of 7.25% at both December 31, 2016 and 2015. This assumption is reflective of management’s view of the long-term returns in the market place, as well as changes in risk profiles and available investments. Should the assets earn an average return less than 7.25% over time, in all likelihood the future pension expense would increase. Investment earnings in excess of 7.25% would tend to reduce future expense.
The impact of a change in the discount rate or expected rate of return assumption on pension expense can vary from year to year depending upon the undiscounted liability level, the current discount rate, the asset balance, other changes to the plan, and other factors. A 0.25 percentage point decrease to the discount rate would increase the 2017 projected pension expense approximately $0.7 million. A 0.25 percentage point decrease in the expected rate of return assumption would increase the 2017 projected pension expense by approximately $0.5 million.
Refer to Note M of the Consolidated Financial Statements for additional details on our pension and other post-employment benefit plans.
Last In, First Out (LIFO) Inventory
The prices of certain major raw materials that we use, including copper, nickel, gold, silver, and other precious metals, fluctuate during a given year. Where possible, such changes in material costs, in either direction, are generally reflected in selling price adjustments, particularly with precious metals and copper.
The prices of labor and other factors of production, including supplies and utilities, generally increase with inflation. Portions of these cost increases may be offset by manufacturing improvements and other efficiencies. From time to time, we will revise our billing practices to include an energy surcharge in an attempt to recover a portion of our higher energy costs from our customers.

30




However, market factors, alternative materials, and competitive pricing may limit our ability to offset all or a portion of a cost increase with higher prices.
We use the LIFO method for costing the majority of our domestic inventories. Under the LIFO method, inflationary cost increases are charged against the current period cost of goods sold in order to more closely match the cost with the associated revenue. The carrying value of the inventory is based upon older costs and, as a result, the LIFO cost of the inventory on the balance sheet is typically, but not always, lower than it would be under most alternative costing methods. The LIFO cost may also be lower than the current replacement cost of the inventory. The LIFO inventory value tends to be less volatile during years of fluctuating costs than the inventory value would be using other costing methods.
The LIFO impact on the income statement in any given year is dependent upon the inflation rate effect on raw material purchases and manufacturing conversion costs, the level of purchases in a given year, and changes in the inventory mix and quantities.
Deferred Taxes
We record deferred tax assets and liabilities based upon the temporary difference between the financial reporting and tax basis of assets and liabilities. If it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is established. All available evidence, both positive and negative, is considered to determine whether a valuation allowance is needed. We review the expiration dates of certain deferred tax assets against projected income levels to determine if a valuation allowance is needed. Certain deferred tax assets do not have an expiration date. We also evaluate deferred tax assets for realizability due to cumulative operating losses by jurisdiction and record a valuation allowance as warranted. A valuation allowance may increase tax expense and reduce net income in the period it is recorded. If a valuation allowance is no longer required, it will reduce tax expense and increase net income in the period that it is reversed.
We had valuation allowances of $4.0 million associated with certain state and foreign deferred tax assets as of year-end 2016, primarily for net operating loss carryforwards.
Refer to Note F of the Consolidated Financial Statements for additional deferred tax details.
Unearned Revenue
Billings to customers in advance of the shipment of the goods are initially recorded as unearned revenue, which is a liability on our Consolidated Balance Sheets. This liability is subsequently reversed and the revenue, cost of sales, and gross margin are recorded when the goods are shipped, title passes to the customer, and all other revenue recognition criteria are satisfied. The related inventory also remains on our balance sheet until these revenue recognition criteria are met. Advanced billings are typically made in association with products with long manufacturing times and/or products paid with funds from a customer’s contract with the government. Billings in advance of the shipments allow us to collect cash earlier than billing at the time of the shipment and, therefore, the collected cash can be used to reduce our investment in working capital. The unearned revenue balance was $1.1 million as of year-end 2016.
Precious Metal Physical Inventory Counts
We take and record the results of a physical inventory count of our precious metals on a quarterly basis. Our precious metal operations include a refinery that processes precious metal-containing scrap and other materials from our customers, as well as our own internally generated scrap. We also outsource portions of our refining requirements to other vendors, particularly those materials with longer processing times. The precious metal content within these various refine streams may be in solutions, sludges, and other non-homogeneous forms and can vary over time based upon the input materials, yield rates, and other process parameters. The determination of the weight of the precious metal content within the refine streams as part of a physical inventory count requires the use of estimates and calculations based upon assays, assumed recovery percentages developed from actual historical data and other analyses, the total estimated volumes of solutions and other materials within the refinery, data from our refine vendors, and other factors. The resulting calculated weight of the precious metals in our refine operations may differ, in either direction, from what our records indicate that we should have on hand, which would then result in an adjustment to our pre-tax income in the period when the physical inventory was taken and the related estimates were made.
Derivatives
We may use derivative financial instruments to hedge our foreign currency, commodity and precious metal price, and interest rate exposures. We apply hedge accounting when an effective hedge relationship can be documented and maintained. The effective portion of the change in a cash flow hedge’s fair value is recorded in other comprehensive income, a component of shareholders’ equity, until the underlying hedged item matures. If a hedge does not qualify as effective, changes in its fair value are recorded against income in the current period. If a derivative is deemed to be a hedge of the fair value of a balance sheet item, the change

31




in the derivative’s value will be recorded in income and will offset the change in the fair value of the hedged item to the extent that the hedge is effective.
We secure derivatives with the intention of hedging existing or forecasted transactions only and do not engage in speculative trading or holding derivatives for investment purposes. Hedge contracts are typically held until maturity unless there is a change in the underlying hedged transaction. Our annual budget, quarterly forecasts, monthly estimates, customer agreements, and other analyses serve as the basis for determining forecasted transactions. The use of derivatives is governed by policies established by the Audit Committee of the Board of Directors. These policies provide guidance on the allowable types of hedge contracts, the allowable duration of the contracts, the maximum allowable notional amount of the outstanding contracts, and other related matters. Hedge contracts are approved by senior financial managers at our corporate office. The amount of derivatives outstanding at a particular point in time may also be limited by the availability of credit from financial institutions.
Our practice has been to secure hedge contracts denominated in the same manner as the underlying exposure; for example, a yen exposure will only be hedged with a yen contract and not with a surrogate currency and a silver exposure will only be hedged with a silver contract and not a gold contract. We also typically secure contracts through financial institutions that support us in our Credit Agreement.
Refer to Note P of the Consolidated Financial Statements and Item 7A “Quantitative and Qualitative Disclosures About Market Risk."
Impairment of Goodwill and Long-Lived Assets
Goodwill is reviewed annually for impairment or more frequently if impairment indicators arise. Historically, the Company conducted its annual goodwill impairment assessment as of December 31 of each fiscal year; however, in 2016, the Company changed the date of its assessment to the first day of the fourth quarter. The voluntary change in accounting principle is preferable as it will allow additional time for review of its goodwill for impairment in advance of its year-end reporting and results in better alignment with its annual budgeting process. The change has been applied prospectively and it did not delay, accelerate, or avoid an impairment charge. This change is not applied retrospectively as it is impracticable to do so because retrospective application would require use of significant estimates and assumptions with the benefit of hindsight. Accordingly, the change will be applied prospectively.
For the purpose of the goodwill impairment assessment, we have the option to perform a qualitative assessment (commonly referred to as "step zero") to determine whether further quantitative analysis for impairment of goodwill or indefinite-lived intangible assets is necessary. In performing step zero for our impairment test, we are required to make assumptions and judgments including, but not limited to, macroeconomic conditions as related to our business, current and future financial performance of our reporting units, industry and market consideration, and cost factors such as changes in raw materials, labor, or other costs. If the step zero analysis indicates that it is more likely than not that the fair value of a reporting unit is less than its respective carrying value including goodwill, then we would perform an additional quantitative analysis. For goodwill, this involves a two-step process. The first step compares the fair value of the reporting unit, including its goodwill, to its carrying value. If the carrying value of the reporting unit exceeds its fair value, then the second step of the process is performed to determine the amount of impairment. The second step compares the implied fair value of the reporting unit's goodwill to the carrying value of the goodwill. An impairment charge is recognized for the amount the carrying value of the reporting unit's goodwill exceeds its implied fair value.
Goodwill is assigned to the reporting unit, which is the operating segment level or one level below the operating segment. Goodwill within the Advanced Materials segment totaled $46.6 million.Within the Precision Coatings segment, goodwill totaled $17.9 million and $20.6 million relating to the Precision Optics and Large Area Coatings reporting units, respectively. The remaining $1.9 million is related to the Beryllium reporting unit within the Performance Alloys and Composites segment.
Our annual goodwill impairment assessment, performed at step zero as of the first day of the fourth quarter of 2016, resulted in a conclusion that it was more likely than not that the fair value of the Advanced Materials and Large Area Coatings reporting units exceeded their respective carrying values. As a result, we concluded that the first step of the goodwill impairment test was not necessary. We opted to bypass step zero and proceeded to perform a step one quantitative assessment of our Precision Optics and Beryllium reporting units. The results of the step one indicated that no goodwill impairment existed.


32




In the step one, we estimated the fair value of the Precision Optics and Beryllium reporting units using a discounted cash flow (DCF) model. Each reporting unit regularly prepares operating forecasts which include several assumptions including future sales growth from new products and applications, as well as assumptions regarding future industry-specific market conditions, capital expenditures, and working capital changes. These forecasts are reviewed and approved by management and serve as the basis for the assumptions used in the DCF. The DCF included three years of forecasted cash flows from this process, plus cash flows projected to be generated from the end of the forecasted period into perpetuity. In addition to the estimates of future cash flows, other significant estimates involved in the determination of fair value of the reporting units were the discount rates and growth rates used in the DCF model. The discount rates used in the DCF model consider market and industry data as well as specific risk premiums for each reporting unit. The growth rate for each reporting unit, for the purpose of calculating cash flows through perpetuity, was set after the forecasted period.
A discount rate of 9.9% for Precision Optics and 10.7% for Beryllium was applied to reflect the weighted-average cost of capital and inherent business risks. Changes in market conditions could increase the discount rate in the future, thus decreasing the fair value of the reporting unit. A hypothetical 1% increase in the discount rate, holding all other assumptions constant, would not have decreased the fair value of the reporting unit below that of its carrying value. The sales growth assumption for each reporting unit was based on future secured orders, as well as growth in certain markets due to the introduction of new products. The key uncertainty in the sales growth assumption, as discussed in Item 1A "Risk Factors," is our inability to accurately predict the timing and magnitude of sales of our products, especially newly introduced products. The assumed growth rate for cash flows beyond the forecast period was approximately 3%. A hypothetical 1% decrease in the growth rate, holding all other assumptions constant, would not have decreased the fair value of the reporting unit below that of its carrying value.
We also compared the market capitalization as of December 31, 2016 to the carrying value of our equity, noting no impairment indicators or triggering events.
We are unaware of any current market trends that are contrary to the assumptions made in the valuation of our reporting units. If actual results are not consistent with the assumptions made in the determination of the fair value of our reporting units, especially assumptions regarding future sales growth from new products and applications, it is possible that the estimated fair value of certain reporting units could fall below their carrying value and cause the reporting unit to fail step one of the goodwill impairment test.

OUTLOOK
    
We are cautiously optimistic about 2017 based on value-added sales growth experienced in the second half of 2016 in several key end markets and the pending first quarter 2017 acquisition of the Heraeus high-performance target materials business. Value-added sales into our largest end market grew 17% year-over-year in the second half of 2016 and 6% sequentially compared to the first half of 2016. Fourth quarter 2016 value-added sales into the industrial components end market grew 17% over the prior year fourth quarter and 13% sequentially over third quarter 2016 value-added sales. Additionally, we believe that the oil and gas exploration market has bottomed in 2016 and should continue to sequentially improve. The positive momentum in these key end markets is being driven by new product sales, plus improved end market demand levels.

Tempering our optimism in these particular end markets is the recent decline in value-added sales of blood glucose test strip material into the medical end market. This decrease was driven by our largest customer’s transition from the essentially "sole-sourced" legacy product to the next-generation product, which will be shared with another supplier. This transition will result in a disruption in sales volume for our Precision Coatings segment. In addition to softness in medical end market sales, raw material beryllium hydroxide sales were depressed in 2016 as our largest hydroxide customer worked through excess inventory levels. This customer is forecasted to continue working through excess inventory levels in 2017.
We believe the combination of these positive organic and inorganic growth drivers, offset by temporary headwinds, have positioned the Company to forecast meaningful earnings growth in 2017 in addition to strong cash flow from operations.



33




Item 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to precious metal and commodity price, interest rate, foreign exchange rate, and utility cost differences. While the degree of exposure varies from year to year, our methods and policies designed to manage these exposures have remained fairly consistent over time. Generally, we attempt to minimize the effects of these exposures on our pre-tax income and cash flows through the use of natural hedges, which include pricing strategies, borrowings denominated in the same terms as the exposed asset, off-balance sheet financing arrangements, and other methods. Where we cannot use a natural hedge, we may use derivative financial instruments to minimize the effects of these exposures when practical and cost efficient. The use of off-balance sheet financing arrangements and derivative financial instruments is subject to policies approved by the Audit Committee of the Board of Directors with oversight provided by a group of senior financial managers at our corporate office.
Precious metals. We use gold and other precious metals in manufacturing various products. To reduce the exposure to market price changes, the majority of our precious metal requirements are maintained on a consigned inventory basis. We purchase the metal out of consignment from our suppliers when it is ready to ship to a customer as a finished product. Our purchase price forms the basis for the price charged to the customer for the precious metal content and, therefore, the current cost is matched to the selling price, and the price exposure is minimized.
We are charged a consignment fee by the financial institutions that own the precious metals. This fee is a function of the market price of the metal, the quantity of metal we have on hand, and the rate charged by the institution. Because of market forces and competition, the fee can only be charged to customers in a limited case-by-case basis. Should the market price of precious metals that we have on consignment increase by 20% from the prices on December 31, 2016, the additional pre-tax cost to us as a result of an increase in the consignment fee would be approximately $0.8 million on an annual basis. This calculation assumes no changes in the quantity of metal held on consignment or the underlying fee and that none of the additional fees are charged to customers.
To further limit price and financing rate exposures, under some circumstances, we will require customers to furnish their own metal for processing. Customers may also elect to provide their own material for us to process on a toll basis as opposed to purchasing our material.
The available capacity of our existing credit lines to consign precious metals is a function of the quantity and price of the metals on hand. As prices increase, a given quantity of metal will utilize a larger proportion of the existing credit lines. A significant prolonged increase in metal prices could result in our credit lines being fully utilized, and, absent securing additional credit line capacity from financial institutions, could require us to purchase precious metals rather than consign them, require customers to supply their own metal, and/or force us to turn down additional business opportunities. If we were in a significant precious metal ownership position, we might elect to use derivative financial instruments to hedge the potential price exposure. The cost to finance and potentially hedge the purchased inventory may also be higher than the consignment fee. The financial statement impact of the risk from rising metal prices impacting our credit availability cannot be estimated at the present time.
In certain circumstances, we may elect to fix the price of precious metals for a customer for a stated quantity over a specified period of time. In those cases, we may secure hedge contracts whose terms match the terms in the agreement with our customer so that the gain or loss on the contract with the customer due to subsequent movements in the precious metal price will generally be offset by a gain or loss on the hedge contract. At December 31, 2016, we had no such hedge contracts outstanding.
Copper. We also use copper in our production processes. When possible, fluctuations in the purchase price of copper are passed on to customers in the form of price adders or reductions. While over time our price exposure to copper is generally in balance, there can be a lag between the change in our cost and the pass-through to our customers, resulting in higher or lower margins in a given period.
We consign the majority of our copper inventory requirements. As with precious metals, the available capacity under the existing lines is a function of the quantity and price of metal on hand. Should the market cost of copper increase by 20% from the price as of December 31, 2016, the additional pre-tax cost to us as a result of an increase in the consignment fee would be approximately $0.3 million on an annual basis. This calculation assumes no changes in the quantity of inventory or the underlying fee and that none of the additional fees are charged to customers.
Lower of cost or market. In our manufacturing processes, we use various metals that are not widely used by others or actively traded and, therefore, there is no established efficient market for derivative financial instruments that could be used to effectively hedge the related price exposures. For certain applications, our pricing practice with respect to these metals is to establish the selling price based upon our cost to purchase the material, limiting our price exposure. However, the inventory carrying value may be exposed to market fluctuations. The inventory value is maintained at the lower of cost or market and if the market value were to drop below the carrying value, the inventory would have to be reduced accordingly and a charge recorded against cost of sales. This risk is mainly associated with long manufacturing lead-time items and with sludges and scrap materials,

34




which generally have longer processing times to be refined or processed into a usable form for further manufacturing and are typically not covered by specific sales orders from customers. We did not record any material lower of cost or market charges in 2016, 2015, or 2014 as a result of market price fluctuations of metals in our inventories.
Interest rates. We are exposed to changes in interest rates on portions of our debt and cash balances. This interest rate exposure is managed by maintaining a combination of short-term and long-term debt and variable and fixed rate instruments. We may also use interest rate swaps to fix the interest rate on variable rate obligations, as we deem appropriate. There were no interest rate derivatives outstanding as of December 31, 2016. Excess cash is typically invested in high quality instruments that mature in 90 days or less. Investments are made in compliance with policies approved by the Board of Directors.
Foreign currencies. Portions of our international operations sell products priced in foreign currencies, mainly the euro and yen, while the majority of these products’ costs are incurred in U.S. dollars. We are exposed to currency movements in that if the U.S. dollar strengthens, the translated value of the foreign currency sale and the resulting margin on that sale will be reduced. We typically cannot increase the price of our products for short-term exchange rate movements because of local competition. To minimize this exposure, we may purchase foreign currency forward contracts, options, and collars in compliance with approved policies. If the dollar strengthened, the decline in the translated value of our margins would be at least partially offset by a gain on the hedge contract. A decrease in the value of the dollar would result in larger margins but potentially a loss on the contract, depending upon the method used to hedge the exposure. Our current policy limits our hedges to 80% or less of the forecasted exposure.
The notional value of outstanding currency contracts was $9.4 million as of December 31, 2016. If the dollar weakened 10% against the currencies we have hedged from the December 31, 2016 exchange rates, the reduced gain and/or increased loss on the outstanding contracts as of December 31, 2016 would reduce pre-tax profits by approximately $0.8 million in 2017. This calculation does not take into account the increase in margins as a result of translating foreign currency sales at the more favorable exchange rates, any changes in margins from potential volume fluctuations caused by currency movements, or the translation effects on any other foreign currency denominated income statement or balance sheet item.
Utilities. The cost of natural gas and electricity used in our operations may vary from year to year and from season to season. We attempt to minimize these fluctuations and the exposure to higher costs by utilizing fixed price agreements of set durations, when deemed appropriate, obtaining competitive bidding between regional energy suppliers and other methods.
Economy. We are exposed to changes in global economic conditions and the potential impact those changes may have on various facets of our business. We have a program in place to closely monitor the credit worthiness and financial condition of our key providers of financial services, including our bank group and insurance carriers, as well as the credit worthiness of customers and vendors, and have various contingency plans in place.
Our bank lines are established with a number of different banks in order to mitigate our exposure with any one financial institution. All of the banks in our bank group had credit in good standing as of year-end 2016. The financial statement impact from the risk of one or more of the banks in our bank group reducing our lines due to their insolvency or other causes cannot be estimated at the present time.

35




Item 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
Financial Statements
Page
Management’s Report on Internal Control over Financial Reporting
Reports of Independent Registered Public Accounting Firm
Consolidated Statements of Income for the Years Ended December 31, 2016, 2015, and 2014
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2016, 2015, and 2014
Consolidated Statements of Cash Flows for the Years Ended December 31, 2016, 2015, and 2014
Consolidated Balance Sheets as of December 31, 2016 and 2015
Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2016, 2015, and 2014
Notes to Consolidated Financial Statements
Schedule II - Valuation and Qualifying Accounts
81


36




Management’s Report on Internal Control over Financial Reporting

The management of Materion Corporation and subsidiaries are responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Materion Corporation and subsidiaries’ internal control system was designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Materion Corporation and subsidiaries’ management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2016. In making this assessment, it used the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria) in Internal Control - Integrated Framework (2013). Based on our assessment we believe that, as of December 31, 2016, the Company’s internal control over financial reporting is effective.

The effectiveness of our internal control over financial reporting as of December 31, 2016 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report.

 
 


37




Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of Materion Corporation

We have audited Materion Corporation and subsidiaries’ internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). Materion Corporation and subsidiaries’ management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Materion Corporation and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets as of December 31, 2016 and 2015, and the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2016 of Materion Corporation and subsidiaries and our report dated February 17, 2017 expressed an unqualified opinion thereon. 
/s/ Ernst & Young LLP
Cleveland, Ohio
February 17, 2017






38




Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of Materion Corporation
We have audited the accompanying consolidated balance sheets of Materion Corporation and subsidiaries as of December 31, 2016 and 2015, and the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2016. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 Materion Corporation and subsidiaries at December 31, 2016 and 2015, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2016, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Materion Corporation and subsidiaries’ internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 17, 2017 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Cleveland, Ohio
February 17, 2017
    


39




Materion Corporation and Subsidiaries
Years Ended December 31, 2016, 2015, and 2014
Consolidated Statements of Income
 
(Thousands except per share amounts)
2016
 
2015
 
2014
Net sales
$
969,236

 
$
1,025,272


$
1,126,890

Cost of sales
785,773

 
834,492


920,987

Gross margin
183,463

 
190,780

 
205,903

Selling, general, and administrative expense
129,683

 
129,941

 
136,487

Research and development expense
12,802

 
12,796

 
12,850

Other — net (Note C)
13,874

 
2,775

 
(1,022
)
Operating profit
27,104

 
45,268


57,588

Interest expense — net (Note E)
1,789

 
2,450


2,787

Income before income taxes
25,315

 
42,818

 
54,801

Income tax (benefit) expense (Note F)
(425
)
 
10,660


12,670

Net income
$
25,740

 
$
32,158

 
$
42,131

Basic earnings per share:
 
 
 
 
 
Net income per share of common stock
$
1.29

 
$
1.60


$
2.06

Diluted earnings per share:
 
 
 
 
 
Net income per share of common stock
$
1.27

 
$
1.58


$
2.02

 
 
 
 
 
 
Cash dividends per share
$
0.375

 
$
0.355


$
0.335

 
 
 
 
 
 
Weighted-average number of shares of common stock outstanding:
 
 
 
 
 
Basic
19,983

 
20,097


20,461

Diluted
20,213

 
20,402


20,852

























The accompanying notes are an integral part of the consolidated financial statements.


40




Materion Corporation and Subsidiaries
Years Ended December 31, 2016, 2015, and 2014
Consolidated Statements of Comprehensive Income

(Thousands)
2016
 
2015
 
2014
Net income
$
25,740

 
$
32,158

 
$
42,131

Other comprehensive income:
 
 
 
 
 
Foreign currency translation adjustment
(172
)
 
(1,335
)
 
(4,440
)
Derivative and hedging activity, net of tax benefit (expense) of ($149), $1,175, and ($1,318)
258

 
(1,999
)
 
2,244

Pension and post-employment benefit adjustment, net of tax benefit (expense) of $4,555, ($2,963), and $11,626
(5,562
)
 
4,866

 
(20,153
)
Other comprehensive income (loss)
(5,476
)
 
1,532

 
(22,349
)
Comprehensive income
$
20,264

 
$
33,690

 
$
19,782

























The accompanying notes are an integral part of the consolidated financial statements.

41




Materion Corporation and Subsidiaries
Years Ended December 31, 2016, 2015, and 2014
Consolidated Statements of Cash Flows
 
(Thousands)
2016
 
2015
 
2014
Cash flows from operating activities:
 
 
 
 
 
Net income
$
25,740

 
$
32,158

 
$
42,131

Adjustments to reconcile net income to net cash provided from operating activities:
 
 
 
 
 
Depreciation, depletion, and amortization
45,651

 
37,817

 
42,721

Amortization of deferred financing costs in interest expense
666

 
654

 
795

Stock-based compensation expense (non-cash)
3,174

 
5,491

 
4,815

(Gain) loss on sale of property, plant, and equipment
(648
)
 
768

 
(2,435
)
Deferred tax (benefit) expense
(9,010
)
 
4,368

 
(5,274
)
Changes in assets and liabilities net of acquired assets and liabilities:
 
 
 
 
 
Decrease (increase) in accounts receivable
(4,096
)
 
14,777

 
(2,066
)
Decrease (increase) in inventory
10,791

 
19,372

 
(30,412
)
Decrease (increase) in prepaid and other current assets
658

 
2,139

 
(191
)
Increase (decrease) in accounts payable and accrued expenses
2,758

 
(17,989
)
 
6,164

Increase (decrease) in unearned revenue
(2,590
)
 
(1,184
)
 
4,401

Increase (decrease) in interest and taxes payable
2,511

 
(910
)
 
1,161

Increase (decrease) in long-term liabilities
(684
)
 
(8,923
)
 
(7,348
)
Other — net
(7,747
)
 
1,690

 
5,819

Net cash provided from operating activities
67,174

 
90,228

 
60,281

Cash flows from investing activities:
 
 
 
 
 
Payments for purchase of property, plant, and equipment
(27,177
)
 
(29,505
)
 
(29,312
)
Payments for mine development
(9,861
)
 
(22,585
)
 
(1,247
)
Proceeds from sale of property, plant, and equipment
1,433

 
58

 
3,090

Payments for acquisition
(1,750
)
 

 

Other — net

 

 
(2
)
Net cash (used in) investing activities
(37,355
)
 
(52,032
)
 
(27,471
)
Cash flows from financing activities:
 
 
 
 
 
Repayment of short-term debt
(8,305
)
 
(653
)
 
(6,291
)
Proceeds from issuance of long-term debt
10,000

 
78,000

 
33,332

Repayment of long-term debt
(10,694
)
 
(88,000
)
 
(38,945
)
Principal payments under capital lease obligations
(736
)
 
(759
)
 
(666
)
Cash dividends paid
(7,496
)
 
(7,132
)
 
(6,865
)
Deferred financing costs
(1,000
)
 
(838
)
 

Repurchase of common stock
(3,798
)
 
(7,129
)
 
(22,282
)
Issuance of common stock under stock option plans

 

 
359

Tax (expense) benefit from stock compensation realization
(83
)
 
416

416

477

Net cash (used in) financing activities
(22,112
)
 
(26,095
)
 
(40,881
)
Effects of exchange rate changes
(479
)
 
(1,015
)
 
(1,553
)
Net change in cash and cash equivalents
7,228

 
11,086

 
(9,624
)
Cash and cash equivalents at beginning of period
24,236

 
13,150

 
22,774

Cash and cash equivalents at end of period
$
31,464

 
$
24,236

 
$
13,150



The accompanying notes are an integral part of the consolidated financial statements.


42




Materion Corporation and Subsidiaries
December 31, 2016 and 2015
Consolidated Balance Sheets
(Thousands)
2016
 
2015
Assets
 
 
 
Current assets
 
 
 
Cash and cash equivalents (Note A)
$
31,464

 
$
24,236

Accounts receivable (Note A)
100,817

 
97,236

Inventories (Notes A and H)
200,865

 
211,820

Prepaid and other current assets
12,138

 
12,799

Total current assets
345,284

 
346,091

Long-term deferred income taxes
39,409

 
25,743

Property, plant, and equipment (Notes A and I)
861,267

 
833,834

Less allowances for depreciation, depletion, and amortization
(608,636
)
 
(570,205
)
Property, plant, and equipment — net
252,631

 
263,629

Intangible assets (Notes A and J)
11,074

 
13,389

Other assets
5,950

 
6,716

Goodwill (Notes A and J)
86,950

 
86,725

Total Assets
$
741,298

 
$
742,293

 
 
 
 
Liabilities and Shareholders’ Equity
 
 
 
Current liabilities
 
 
 
Short-term debt (Note K)
$
733

 
$
8,990

Accounts payable
32,533

 
31,888

Salaries and wages
29,885

 
27,494

Taxes other than income taxes
1,395

 
1,305

Other liabilities and accrued items
19,945

 
20,730

Income taxes (Notes A and F)
4,781

 
2,373

Unearned revenue
1,105

 
3,695

Total current liabilities
90,377

 
96,475

Other long-term liabilities
17,979

 
18,435

Retirement and post-employment benefits (Note M)
91,505

 
92,794

Unearned income (Note A)
41,369

 
45,953

Long-term income taxes (Notes A and F)
2,100

 
1,293

Deferred income taxes (Notes A and F)
274

 
110

Long-term debt (Note K)
3,605

 
4,276

Shareholders’ equity
 
 
 
Serial preferred stock (no par value; 5,000 authorized shares, none issued)

 

Common stock (no par value; 60,000 authorized shares, issued shares of 27,148 for 2016 and 27,145 for 2015)
212,702

 
208,967

Retained earnings
517,903

 
499,659

Common stock in treasury (7,200 shares for 2016 and 7,142 shares for 2015)
(154,399
)
 
(148,559
)
Accumulated other comprehensive loss (Note N)
(86,181
)
 
(80,705
)
Other equity transactions
4,064

 
3,595

Total shareholders’ equity
494,089

 
482,957

Total Liabilities and Shareholders’ Equity
$
741,298

 
$
742,293



The accompanying notes are an integral part of the consolidated financial statements.


43




Materion Corporation and Subsidiaries
Years Ended December 31, 2016, 2015, and 2014
Consolidated Statements of Shareholders’ Equity
 
(Thousands)
Common
Stock
 
Retained
Earnings
 
Common
Stock In
Treasury
 
Accumulated Other
Comprehensive
Income (Loss)
 
Other
Equity
Transactions
 
Total
Balance at January 1, 2014
$
200,737

 
$
439,464

 
$
(118,151
)
 
$
(59,888
)
 
$
2,266

 
$
464,428

Net income

 
42,131

 

 

 

 
42,131
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