What changed in this filing

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Item 1. Business

2023-02-16 compared with 2022-02-17 · 20 added, 35 removed, 129 unchanged (30% of the section changed)

4 unchanged sentences

Our businesses are organized under four reportable segments:

Performance Alloys and Composites, Advanced Materials, Precision Optics, and Other.

Performance Materials, Electronic Materials, Precision Optics, and Other.

Our Other reportable segment includes unallocated corporate costs.

Additional information regarding our segments and business is presented below.

Performance Alloys and Composites

Performance Alloys and Composites (PAC) provides advanced engineered solutions comprised of beryllium and non-beryllium containing alloy systems and custom engineered parts in strip, bulk, rod, plate, bar, tube, and other customized shapes produced at manufacturing facilities located throughout the United States and Europe and sold through distribution global hubs.

This segment operates the world's largest bertrandite ore mine and refinery, which is located in Utah, providing feedstock hydroxide for its beryllium businesses and external sale.

Performance Materials

Performance Materials provides advanced engineered solutions comprised of beryllium and non-beryllium containing alloy systems and custom engineered parts in strip, bulk, rod, plate, bar, tube, and other customized shapes produced at manufacturing facilities located throughout the United States and Europe and sold through distribution global hubs.

This segment operates the world's largest bertrandite ore mine and refinery, which is located in Utah, providing feedstock hydroxide for our beryllium businesses and external sale.

In addition to the products described below, this segment globally provides engineering and product development services to help our customers and partners with product design, including delivering prototype parts and other data to demonstrate that the products will perform under the required design specifications.

PAC operates through three global product lines:

Performance Materials operates through three global product lines:

Advanced Alloys, Specialty Materials, and Performance Solutions, as described below:

30 unchanged sentences

Direct competitors include IBC Advanced Alloys, NGK Metals, CBL Ceramics Limited, and CoorsTek, Inc.

PAC's products are primarily sold directly from its facilities throughout the United States, Asia, and Europe, as well as distributed internationally through a network of Company-owned service centers, outside distributors, and agents.

This business includes a portion of the electronic materials business (HCS-Electronic Materials) that was acquired in November 2021 from H.C.

Starck Group GmbH.

See Note B to the Consolidated Financial Statements for additional discussion regarding our acquisition of HCS-Electronic Materials.

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.

Performance Material's products are primarily sold directly from its facilities throughout the United States, Asia, and Europe, as well as distributed internationally through a network of Company-owned service centers, outside distributors, and agents.

Electronic Materials

Electronic 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 high-performance logic, advanced memory

high-performance logic, advanced memory, micro-electromechanical systems and power management integrated circuits, radio frequency devices, data storage, display, architectural glass, solar, optical coating, and other applications within the semiconductor, energy, and industrial end markets.

Advanced Materials also has metal recovery operations and in-house refining that allow for the recycling of precious metals.

Electronic Materials also has metal recovery operations and in-house refining that allow for the recycling of precious metals.

This business includes a portion of HCS-Electronic Materials.

See Note B to the Consolidated Financial Statements for additional discussion regarding our acquisition of HCS-Electronic Materials.

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.

Electronic 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 Honeywell International, Inc., Praxair, Inc., Solar Applied Materials Technology Corp., Grikin, Solaris, Ametek Electronic Components and Packaging, and Tanaka Holding Co., Ltd., as well as a number of smaller regional and national suppliers.

6 unchanged sentences

Headquartered in Westford, Massachusetts, the business has manufacturing facilities in Europe, Asia and the United States and its products are sold directly from these facilities, as well as through direct sales offices and independent sales representatives throughout the world.

Principal competition includes Viavi Corporation, II-VI, MKS Newport Optics, Alluxa, and a number of smaller regional and national suppliers.

Principal competition includes Viavi Corporation, Coherent Corporation, MKS Newport Optics, Alluxa, and a number of smaller regional and national suppliers.

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.

17 unchanged sentences

On November 1, 2021, the Company acquired HCS-Electronic Materials for a purchase price of approximately $395.9 million in cash, on a cash-free, debt-free basis, subject to a customary purchase price adjustment mechanism.

This business operates within the Performance Alloys and Composites and Advanced Materials segments, and the results of operations are included as of the date of acquisition.

This business operates within the Performance Materials and Electronic Materials segments, and the results of operations are included as of the date of acquisition.

Refer to Note B to the Consolidated Financial Statements for additional detail on the acquisition of HCS-Electronic Materials.

1 unchanged sentence

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.

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.

23 unchanged sentences

We have a strong Environmental, Health, and Safety (EHS) program that focuses on implementing policies and training programs, as well as performing self-audits to ensure our colleagues leave their workplace safely, every day.

We continue to invest in safety improvements such as capital improvements, new safety technology, safety controls, and engineering ergonomic solutions.

On an annual basis, our corporate long-range strategies are reviewed and updated, improvement plans are developed for each global location, progress is tracked, and daily critical safety statistics and metrics are published internally.

2 unchanged sentences

We also have onsite medical teams at two key manufacturing sites to provide medical testing for employees to determine any potential exposure to beryllium, of which Materion is a leading global supplier.

The COVID-19 pandemic has underscored for us the importance of keeping our employees safe and healthy.

In response to the pandemic, the Company has taken actions aligned with the World Health Organization and the Centers for Disease Control and Prevention to protect its workforce so our employees can more safely and effectively perform their work.

Our health and safety focus is evident in our response to the COVID-19 pandemic around the globe, which has included the following:

• adding work from home flexibility;

• encouraging those who are sick to stay home;

• increasing cleaning protocols across all locations;

• initiating regular communication regarding impacts of the COVID-19 pandemic, including health and safety protocols and procedures;

• providing additional personal protective equipment and cleaning supplies;

• modifying work spaces with plexiglass dividers and touchless faucets;

• implementing protocols to address actual and suspected COVID-19 cases and potential exposure;

• giving financial incentives for employees to become vaccinated, including booster shots;

• requiring masks to be worn in all locations where allowed by local law.

We manufacture products which are deemed essential to critical infrastructure and all production sites have continued operating during the COVID-19 pandemic.

As such, we have invested in creating physically safe work environments for our employees.

Diversity and Inclusion

10 unchanged sentences

Our focus continues to be on the recruitment of diverse candidates as well as the development of our internal cadres of diverse leaders so that they can advance their careers and move into leadership positions throughout the Company.

Additionally, in 2020, we launched professional development training for our female leaders in partnership with the PRADCO organization.

We plan to offer professional development training again in 2022 with a new cohort of female leaders.

Talent Development

1 unchanged sentence

By providing employees with wide-ranging development programs, opportunities, and paths to success, we empower them to realize their full potential.

We strongly encourage employees to create a career development plan with focused milestones and ongoing two-way communication with their managers and supervisors.

Our development activities provide further opportunities to retain employees and build upon critical capabilities.

We strongly encourage employees to build development plans in partnership with their managers and supervisors, providing both ongoing and specific opportunities for two-way communication and corresponding action.

Apprenticeship programs have been implemented in some of our large plant sites, and we continue to introduce similar programs throughout the Company.

Likewise, we have implemented career development programs in other key professional functional areas.

We are committed to identifying and developing the talents of our next generation of leaders.

Our robust and fully integrated talent and succession-planning process supports the development of our talent pipeline for critical roles in operations management, commercial excellence and finance.

Our robust and fully integrated talent and succession-planning process supports the development of our talent pipeline for critical roles in operations management, commercial excellence and engineering.

We have continued to grow our campus recruitment initiatives while building programs that develop and grow our early career talent.

Additionally, Company development programs have been designed to target and accelerate key leadership and functional skill sets.

On an annual basis, we conduct organizational reviews with our Chief Executive Officer and all business unit and function senior leaders to identify and evaluate our high potential, diverse talent and succession plans for our most critical roles.

8 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business