Quarterly Report

Microelectronics Group

      The Microelectronics Group consists of WAM and Electronic Products. The following chart summarizes business unit sales within the Microelectronics Group:

      WAM manufactures precious, non-precious and specialty metal products, including vapor deposition targets, frame lid assemblies, clad and precious metal preforms, high temperature braze materials and ultra-fine wire. WAM’s sales of $55.6 million in the third quarter 2005 were 34% higher than the third quarter 2004 while sales of $149.6 million in the first nine months of 2005 were 18% higher than sales in the first nine months of 2004. The cost of the precious metal sold by WAM is passed through to its customers and WAM generates its margin on its fabrication efforts and not on the particular metal sold. In both the third quarter 2005 and the first nine months of 2005, metal prices, on average, were higher than in the respective periods of 2004, thereby increasing sales without a proportional flow through to margins.

      Sales from WAM’s Brewster, New York facility for giant magnetic resistance thin film and other applications within the magnetic and optical data storage market accounted for a significant portion of the growth in WAM’s sales in the third quarter and first nine months of 2005. Sales of vapor deposition targets, WAM’s largest product line, grew modestly in the second and third quarter 2005 after declining in the first quarter 2005 from the respective year ago periods. Sales of preforms, frame lid assemblies, bonding wire and related products were significantly higher in the third quarter 2005 than the third quarter 2004 after being down slightly during the first half of the year. A portion of this improvement was due to stronger demand from the wireless handset market. Sales of these products into the photonics market also improved, in part due to the continued development and acceptance of our new products. Sales of specialty alloys, while still a relatively small portion of WAM’s business, increased in both the third quarter and first nine months of 2005. However, these products are now facing severe price competition. Sales for semiconductor applications also contributed to the sales improvement in 2005 and we anticipate that this market offers further growth opportunities.

      Early in the second quarter 2005, WAM purchased OMC of Limerick, Ireland for approximately $4.0 million. OMC provides physical vapor deposition cleaning and reconditioning services to customers in Europe. OMC contributed to the increase in WAM’s sales in the third quarter 2005 and first nine months of 2005. Early in the fourth quarter 2005, WAM acquired Thin Film Technology, Inc. (TFT) for $8.2 million in cash and the assumption of $1.2 million of debt. TFT manufactures precision optical coatings, photo lithography, thin film hybrid circuits and specialized thin film coatings. TFT had been a vendor for WAM and, as such, had been working closely with WAM on the manufacture and development of new products.

      Electronic Products includes Brush Ceramic Products Inc. and Zentrix Technologies Inc., two wholly owned subsidiaries. These operations produce beryllia ceramics, electronic packages and circuitry for sale into the telecommunications and computer, medical, electronics, automotive and defense markets. Sales from Electronic Products were $6.3 million in the third quarter 2005 versus $7.5 million in the third quarter 2004. For the first nine months of the year, sales of $19.3 million were 17% lower in 2005 than in the comparable period in 2004. Sales of beryllia ceramics, a mature product line with limited growth opportunities, were 29% lower in the third quarter 2005 than the third quarter 2004 and accounted for the majority of the decline in Electronic Products’ sales in that period. Beryllia ceramic sales were also down 17% for the first nine months of the year. Sales of electronic packages to the telecommunications and computer market in the third quarter 2005 continued to be lower than the year ago period, but shipping rates improved over the first two quarters of this year. Sales to the automotive market were lower in the first nine months of 2005 than in the first nine months of 2004 as well. Sales of circuitry, one of our smaller product lines, increased in the third quarter 2005 and the September year-to-date sales have grown 18% over 2004.

      The gross margin on Microelectronic Group sales was $11.7 million in the third quarter 2005 an increase of $2.0 million over the gross margin earned in the third quarter 2004. For the first nine months of the year, the gross margin was $31.3 million in 2005 and $30.6 million of sales, in 2004. In both the third quarter and first nine months of 2005, the gross margin was 19% of sales, a decline of one percentage point from the respective periods in 2004. The $2.0 million margin growth in the third quarter 2005 was primarily due to the additional sales volume. The higher sales volumes in the first nine months of the year also generated additional margins. However, these benefits were offset in part in both the third quarter and nine-month period by the unfavorable change in product mix. Sales into the automotive market, which typically generate higher margins, declined in 2005. Products such as vapor deposition targets face increasing competitive price pressures in the market place while the margins on new products may be lower initially as manufacturing processes are being defined and improved. An unfavorable inventory valuation adjustment was recorded in the first quarter 2005 further reducing the gross margins in that period. Manufacturing overhead costs were $0.3 million lower in the third quarter 2005 than the third quarter 2004 but were essentially unchanged for the first nine months of the year.

      The Microelectronic Group’s SG&A, R&D and Other-net expenses were $6.0 million in the third quarter 2005, an increase of $0.2 million over the third quarter 2004 expense. Expenses for the first nine months of the year were $17.2 million in 2005 and $16.4 million in 2004. Expenses declined to 10% of sales in the first nine months of 2005 from 11% of sales in 2004. The acquisition of OMC added $0.4 million to SG&A expenses in the third quarter and $0.7 million for the first nine months of 2005. In addition to the impact of expenses from OMC, expenses were higher as a result of a small increase in other administrative expenses and miscellaneous other-net expense items, which were partially offset by a slight decline in the incentive compensation expense.

      Operating profit from the Microelectronic Group was $5.7 million in the third quarter 2005, an improvement of $1.8 million over the third quarter 2004. For the first nine months of the year, operating profit was $14.1 million, or 8% of group sales, in 2005 and $14.2 million, or 9% of group sales, in 2004.

Legal

      One of our subsidiaries, Brush Wellman Inc., is a defendant in proceedings in various state and federal courts brought by plaintiffs alleging that they have contracted chronic beryllium disease or other lung conditions as a result of exposure to beryllium. Plaintiffs in beryllium cases 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, claim loss of consortium.

      The following table summarizes the associated activity with beryllium cases.

      Settlement payment and dismissal for a single case may not occur in the same period.

      Additional beryllium claims may arise. Management believes that we have substantial defenses in these cases and intends to contest the suits vigorously. 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. A reserve was recorded for beryllium litigation of $2.2 million at September 30, 2005 and $1.9 million at December 31, 2004. A receivable of $2.3 million was recorded at September 30, 2005, unchanged from December 31, 2004, from our insurance carriers as recoveries for insured claims. An additional $0.4 million was reserved at both September 30, 2005 and December 31, 2004 for insolvencies related to claims still outstanding as well as claims for which partial payments have been received.

      Although it is not possible to predict the outcome of the litigation pending against us and our subsidiaries, 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 pending beryllium case or additional adverse media coverage could encourage the commencement of additional similar litigation. We are unable to estimate our potential exposure to unasserted claims.

      While we are unable to predict the outcome of the current or future beryllium proceedings, based upon currently known facts and assuming collectibility of insurance, we do not believe that resolution of these 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. As of September 30, 2005, four purported class actions were pending.

      Regulatory Matters. Standards for exposure to beryllium are under review by the United States Occupational Safety and Health Administration, and by other governmental and private standard-setting organizations. One result of these reviews will likely be more stringent worker safety standards. More stringent standards may affect buying decisions by the users of beryllium-containing products. If the standards are made more stringent or our customers decide to reduce their use of beryllium-containing products, our operating results, liquidity and capital resources could be materially adversely affected. The extent of the 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 that cannot be estimated.

Financial Position

      Net cash provided from operating activities was $1.6 million in the first nine months of 2005 as net income and the benefits of depreciation and amortization offset the net unfavorable changes in working capital items, including increases to accounts receivable and inventory, payment of the employee incentive compensation for 2004 and a contribution to the domestic defined benefit pension plan. Cash provided from operations totaled $10.9 million in the third quarter 2005 and $8.9 million in the second quarter 2005 while

cash used in operations was $18.2 million in the first quarter 2005. Cash balances stood at $23.2 million at the end of the third quarter 2005, a decrease of $26.5 million from the prior year-end as cash was used to reduce debt and fund capital expenditures.

      Accounts receivable balance was $67.5 million at the end of the third quarter 2005, an increase of $8.3 million during the first nine months of 2005. This increase was due in large part to the higher sales as sales in the third quarter 2005 were 17% higher than sales in the fourth quarter 2004. The days sales outstanding (DSO), a measure of the average time to collect receivables, declined slightly from the fourth quarter 2004 level. Accounts written off to bad debt expense totaled $0.2 million in the first nine months of 2005 compared to $0.7 million in the first nine months of 2004.

      Inventories increased by $4.5 million, or 5%, during the first nine months of 2005 in part to support the higher sales level. However, the inventory turnover ratio, a measure of how quickly inventory is sold on average, improved from the end of last year. The majority of the increase in the first-in, first-out (FIFO) inventory value during 2005 was in the Metal Systems Group. Within Metal Systems, Alloy Products’ pounds in inventory were relatively unchanged during the first nine months of 2005, but inventory mix shifts and higher raw material costs caused an increase in the inventory value. The Microelectronic Group’s inventories increased 2% from year-end 2004.

      Capital expenditures for property, plant and equipment totaled $9.1 million in the first nine months of 2005 as capital spending remained below the level of depreciation. Spending in the third quarter 2005 was $4.2 million, the highest quarterly total since the third quarter 2001. The Metal Systems Group accounted for just over half of the spending in the current year. Spending within the Elmore, Ohio facility, which supports all of the businesses within the Metal Systems Group, was $2.7 million in the first nine months of the year. Within the Microelectronic Group, spending on equipment and other capital items at the various WAM facilities totaled $3.5 million. In addition to the $9.1 million of capital spending, we purchased assets for $0.4 million used by the Microelectronic Group that previously were held under an operating lease. We also purchased the stock of OMC for approximately $4.0 million in cash in the second quarter 2005. The preliminary goodwill assigned as a result of the OMC purchase totaled $2.8 million.

      Other liabilities and accrued items declined $16.0 million largely as a result of the payment in the first quarter 2005 of the incentive compensation earned by employees in 2004 and a $5.0 million contribution to the domestic defined benefit pension plan also in the first quarter 2005. Offsetting a portion of this decline in other liabilities and accruals were increases in the accruals for the 2005 incentive compensation plans and changes in other miscellaneous accrual balances.

      Unearned revenue, which is a liability representing products invoiced to customers but not shipped, was $7.8 million at December 31, 2004 and zero as of September 30, 2005. The majority of the prior year end balance related to the JWST project.

      Other long-term liabilities of $9.3 million as of the end of the third quarter 2005 were $1.5 million lower than at the prior year-end. This decline was due to changes in the fair value of derivative financial instruments, primarily an interest rate swap, net of a slight increase in the accrued legal reserves. The retirement and post-employment obligation balance was $56.8 million at the end of the third quarter 2005 compared to $49.7 million at December 31, 2004. This balance represents the long-term liability under our domestic defined benefit pension plan, the retiree medical plan and other retirement plans and post-employment obligations. The major cause for the increased liability was a remeasurement of the pension plan as a result of a plan amendment.

      Total balance sheet debt of $58.3 million at the end of the third quarter 2005 was $14.2 million lower than at December 31, 2004. We repaid two term notes totaling $18.6 million during the first quarter 2005 that were originally scheduled to be paid off in installments through 2008. We retain the ability to re-borrow these funds under the revolving credit agreement up to amounts limited by the original term notes’ amortization schedules. The notes were repaid early using the cash balances on hand in order to reduce interest expense going forward. As of September 30, 2005, short-term debt totaled $16.8 million, which included foreign currency denominated loans and a gold-denominated loan. During the third quarter 2005, we secured a new euro line of

credit to finance a portion our euro-based assets. The current portion of long-term debt totaled $0.6 million and long-term debt totaled $40.9 million at the end of the third quarter 2005. We amended portions of our revolving credit agreement in the third quarter 2005. Among other items, the covenant that limits the dollar amount of eligible acquisitions was revised to allow greater flexibility. We were in compliance with all of our debt covenants as of the end of the third quarter 2005.

      We received $0.4 million for the exercise of approximately 29,000 options to purchase shares of our common stock during the first nine months of 2005.

      Total shareholders’ equity increased from $208.1 million at the beginning of the first quarter 2005 to $216.3 million at the end of the third quarter 2005. The increase was due primarily to comprehensive income of $7.9 million, which includes net income and the valuation adjustments associated with the minimum pension liability and derivative financial instruments (see Note C to the Consolidated Financial Statements), and the exercise of options.

      The balance outstanding under the off-balance sheet precious metal consigned inventory arrangements increased $15.5 million during the first nine months of 2005, which was mainly due to higher volumes of metal on hand as the impact of changes in prices between the end of the third quarter 2005 and year-end 2004 was approximately $2.5 million. During 2005, we negotiated a new precious metal consigned inventory agreement that increased the capacity and allowed for other more favorable terms.

      There have been no substantive changes in the summary of contractual payments under long-term debt agreements, operating leases and material purchase commitments as of September 30, 2005 from the year-end 2004 totals as disclosed on page 23 of our annual report to shareholders for the period ended December 31, 2004. The summary in the 2004 annual report included the early repayment of the term loans as part of the contractual payments due in 2005.

      Net cash provided from operations was $11.7 million in the first nine months of 2004 as the net income and benefits of depreciation more than offset the increases in various working capital items, primarily receivables and inventory. Receivables grew $17.5 million due to the higher sales volume in the quarter and a slightly slower DSO. The slower DSO was due in part to the growth in international sales, which typically take longer to collect. Total inventories increased $9.1 million in the first nine months of 2004, although the inventory turnover period improved. The majority of the inventory increase was in the Metal Systems Group, with a portion of that inventory build in support of the planned shipments under the JWST program. Capital expenditures totaled $5.1 million for the first three quarters of 2004, as the quarterly spending remained under $2.0 million for the seventh consecutive quarter. Accounts payable and other liabilities and accrued items declined $1.7 million in the first nine months of 2004. Unearned revenue, associated primarily with the JWST program, was $6.5 million at the end of the third quarter 2004 compared to zero at the end of 2003.

      We completed a stock offering of 2.3 million shares in the third quarter 2004. The net proceeds, after deducting fees, were $38.7 million. The majority of the funds were used to pay down debt, with the remainder held as cash to be used for general corporate purposes. Balance sheet debt totaled $72.9 million at the end of the third quarter 2004, a decline of $26.3 million during the first nine months of that year. The cash balance stood at $27.0 million at the end of the third quarter 2004, an increase of $21.9 million since the end of 2003 as a result of the cash flow from operations and proceeds from the share offering reduced in part by the capital expenditures and repayment of debt.

      We believe funds from operations and the available borrowing capacity are adequate to support operating requirements, capital expenditures, projected pension plan contributions, potential acquisitions and environmental remediation projects. Our debt-to-total capital ratio improved during the first nine months of 2005. We had approximately $74.3 million of available borrowing capacity under the existing lines of credit as of September 30, 2005.

Critical Accounting Policies

      Pension: We amended our domestic defined benefit plan in 2005. The amendment, which revised the benefit payout formula for the majority of the participants among other changes, was deemed to be a

significant event in accordance with Statement No. 87, “Employers’ Accounting for Pensions” and the plan’s assets and liabilities were remeasured accordingly. The remeasurement resulted in a charge of $11.1 million to other comprehensive income in the second quarter 2005. The remeasurement also reduced the 2005 estimated annual expense of the domestic defined benefit plan to $3.1 million from $4.8 million as previously estimated. As part of the remeasurement process, management reviewed the discount rate, expected rate of return and other valuation assumptions and made revisions as warranted.

      Deferred Taxes: A valuation allowance was initially recorded against domestic and certain foreign deferred tax assets in the fourth quarter 2002 as a result of our then recent cumulative losses. The valuation allowance was adjusted in 2003 and 2004 and charged or credited to income or other comprehensive income as appropriate. The valuation allowance was reduced in the first nine months of 2005, offsetting a portion of the tax expense that would have been recorded against pre-tax income. In subsequent periods when we generate pre-tax income, a federal tax expense will not be recorded to the extent that the remaining valuation allowance can be used to offset that expense. Once a consistent pattern of pre-tax income is established or other events occur that indicate that the deferred tax assets will be realized, additional portions or all of the remaining eligible valuation allowance may be reversed back to income, depending upon the facts and circumstances at that time. As of the end of the third quarter 2005, the deferred tax valuation allowance was approximately $20.6 million, including $7.2 million that originally was charged against other comprehensive income within shareholders’ equity. Should we generate pre-tax losses in subsequent periods, a tax benefit will not be recorded and the valuation allowance will be increased. Despite the valuation allowance, we retain the ability to utilize the benefits of the domestic loss carry-forwards and other deferred tax assets on future tax returns.

      For additional information regarding these and other critical accounting policies, please refer to pages 24 to 26 of our annual report to shareholders for the period ended December 31, 2004.

     Market Risk Disclosures

      We are exposed to movements in base metal prices, primarily copper. Copper prices remained quite high and in fact continued to increase during the first nine months of 2005. We cover portions of this exposure by passing the change in prices through to our customers. Beginning in 2005, we also entered into derivative contracts to hedge against further adverse movements in copper prices for a portion of our estimated exposure. We recorded hedge gains on matured copper contracts of an immaterial amount in compliance with Statement No. 133 in the second and third quarters of 2005. While these gains offset a portion of the higher copper cost, the net hedged cost in 2005 remains above the 2004 average cost.

      For additional information regarding market risks, please refer to pages 26 and 27 of our annual report to shareholders for the period ended December 31, 2004.

Outlook

      Demand from portions of the telecommunications and computer market has been soft in 2005. However, we believe that the actual growth rate in this market is greater than what we are experiencing and this inconsistency may be due to an over-supply of our materials in downstream inventories. As this over-supply is worked off, demand for our products may improve.

      The automotive market demand has been weak in 2005. In addition, early in the fourth quarter 2005, Delphi Corporation, the largest U.S. supplier of automotive parts, filed for bankruptcy protection. Delphi is a customer of businesses within both the Metal Systems Group and the Microelectronics Group. Various other customers of ours also sell to Delphi. We do not know what the impact of Delphi’s bankruptcy filing will have on the automotive market, our second largest market, in general or our sales to them in particular in the coming quarters.

      Demand for defense applications has also softened and the outlook is mixed; applications are being delayed, but typically not cancelled, as defense funds are being diverted from the tactical applications that utilize our materials in order to support the current military operations in the Middle East.

      The softness in these markets is being offset to a large extent by improved demand in other areas, including magnetic and optical data storage, oil and gas and plastic tooling. We also continue to make progress in developing new products and applications; qualification of new materials or applications can be a time consuming process given the technical nature and complexity of the applications for our products, but the growth in these applications has had a positive influence on our sales. The TFT acquisition will have a minor impact only on sales in the fourth quarter. As previously indicated, the sales order entry rate in the third quarter 2005 was the highest since the second quarter 2004. As a result, we our estimating that our sales in the fourth quarter 2005 may be in the range of $125.0 to $130.0 million, which would be 8% to 12% higher than the fourth quarter 2004.

      Margins and profitability may continue to be hampered somewhat to the extent that copper and other material costs remain high and that higher cost cannot be passed through to the customer or hedged at an acceptable level. Copper costs early in the fourth quarter were significantly higher than a year ago. In addition, the lower margins from the unfavorable change in product mix could potentially continue as well, as we face stiff price competition in many of our markets. Other cost pressures, in particular natural gas and other energy costs, may continue to have a negative impact on margins and profitability. Rates for natural gas have increased already and are slated to increase significantly in many portions of the country during the fourth quarter. We have agreements that fix the price of natural gas at various facilities that will help to temporarily mitigate the impact of these increases. However, we anticipate costs will be higher in the fourth quarter and even higher in the first quarter 2006.

      Portions of our businesses are implementing price increases and/or have implemented an energy surcharge in order to help recover these higher costs. We will continue our efforts to improve manufacturing yields and efficiencies and implement cost control measures and practices to minimize the impact of these pressures on our expense levels. We will continue to use lean manufacturing and six sigma techniques to assist in these efforts.

      By terms of our debt agreement, the $30.0 million subordinated debt is pre-payable beginning in December 2005 and we are evaluating the cost and benefits of pre-paying the debt in 2005 or at some point in the future. Pre-payment of this debt would result in the write-off of approximately $2.1 million of deferred financing costs and the payment of a pre-payment penalty of $1.8 million. Should we choose not to pre-pay this debt, the penalty declines over time. The subordinated debt carries a high interest rate and interest savings would be generated in 2006 and beyond by using existing cash and/or lower cost borrowings under the revolving credit agreement to pay off the debt.

      We also continue to analyze our deferred tax valuation allowance position. Given our recent earnings history and our current general outlook, it is possible that we may reverse portions of the allowance back to income in excess of the amount required to net against the fourth quarter 2005 tax expense. If that were to happen, the amount of the valuation allowance available to be reversed in the first three quarters of 2006 would be reduced, which could then result in a higher tax expense in those periods as compared to the first three quarters of 2005.

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:

       For information regarding the Company’s market risks, please refer to pages 26 and 27 of the Company’s annual report to shareholders for the period ended December 31, 2004.

       We carried out an evaluation under the supervision and with participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2005 pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of the evaluation date.

      There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended, that occurred during the quarter ended September 30, 2005 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

      Management’s assessment on our internal control over financial reporting is contained in the Report of Management on Internal Control over Financial Reporting on page 29 in our annual report to shareholders for the year ended December 31, 2004.

PART II OTHER INFORMATION

       The Company and its subsidiaries 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 the cases described below.

Beryllium Claims

      As of September 30, 2005, our subsidiary, Brush Wellman Inc., was a defendant in 15 proceedings in various state and federal courts brought by plaintiffs alleging that they have contracted, or have been placed at risk of contracting, chronic beryllium disease or other lung conditions as a result of exposure to beryllium. Plaintiffs in beryllium cases seek recovery under negligence and various other legal theories and seek compensatory and punitive damages, in many cases of an unspecified sum. Spouses of some plaintiffs claim loss of consortium.

      During the third quarter of 2005, the number of beryllium cases decreased from 16 (involving 61 plaintiffs) as of July 1, 2005 to 15 cases (involving 60 plaintiffs) as of September 30, 2005. During the third quarter, one third party case (involving one plaintiff) that had previously been reported as settled, was dismissed by the court.

      The 15 pending beryllium cases as of September 30, 2005 fall into two categories: 11 cases involving third-party individual plaintiffs, with 19 individuals (and six spouses who have filed claims as part of their spouse’s case and two children who have filed claims as part of their parent’s case); and four purported class actions, involving 33 plaintiffs, as discussed more fully below. Claims brought by third party plaintiffs (typically employees of our customers or contractors) are generally covered by varying levels of insurance.

      The first purported class action is Manuel Marin, et al. v. Brush Wellman Inc., filed in Superior Court of California, Los Angeles County, case number BC299055, on July 15, 2003. The named plaintiffs are Manuel Marin, Lisa Marin, Garfield Perry and Susan Perry. The defendants are Brush Wellman, Appanaitis Enterprises, Inc., and Doe Defendants 1 through 100. A First Amended Complaint was filed on

September 15, 2004, naming five additional plaintiffs. The five additional named plaintiffs are Robert Thomas, Darnell White, Leonard Joffrion, James Jones and John Kesselring. The plaintiffs allege that they have been sensitized to beryllium while employed at the Boeing Company. The plaintiffs’ wives claim loss of consortium. The plaintiffs purport to represent two classes of approximately 250 members each, one consisting of workers who worked at Boeing or its predecessors and are beryllium sensitized and the other consisting of their spouses. They have brought claims for negligence, strict liability – design defect, strict liability – failure to warn, fraudulent concealment, breach of implied warranties, and unfair business practices. The plaintiffs seek injunctive relief, medical monitoring, medical and health care provider reimbursement, attorneys’ fees and costs, revocation of business license, and compensatory and punitive damages. Messrs. Marin, Perry, Thomas, White, Joffrion, Jones and Kesselring represent current and past employees of Boeing in California; and Ms. Marin and Ms. Perry are spouses. Defendant Appanaitis Enterprises, Inc. was dismissed on May 5, 2005.

      The second purported class action is Neal Parker, et al. v. Brush Wellman Inc., filed in Superior Court of Fulton County, State of Georgia, case number 2004CV80827, on January 29, 2004. The case was removed to the U.S. District Court for the Northern District of Georgia, case number 04-CV-606, on May 4, 2004. The named plaintiffs are Neal Parker, Wilbert Carlton, Stephen King, Ray Burns, Deborah Watkins, Leonard Ponder, Barbara King and Patricia Burns. The defendants are Brush Wellman; Schmiede Machine and Tool Corporation; Thyssenkrupp Materials NA Inc., d/b/a Copper and Brass Sales; Axsys Technologies, Inc.; Alcoa, Inc.; McCann Aerospace Machining Corporation; Cobb Tool, Inc.; and Lockheed Martin Corporation. Messrs. Parker, Carlton, King and Burns and Ms. Watkins are current employees of Lockheed. Mr. Ponder is a retired employee, and Ms. King and Ms. Burns are family members. The plaintiffs have brought claims for negligence, strict liability, fraudulent concealment, civil conspiracy and punitive damages. The plaintiffs seek a permanent injunction requiring the defendants to fund a court-supervised medical monitoring program, attorneys’ fees and punitive damages. On March 29, 2005, the Court entered an order directing plaintiffs to amend their pleading to segregate out those plaintiffs who have endured only subclinical, cellular, and subcellular effects from those who have sustained actionable tort injuries, and that following such amendment, the Court will enter an order dismissing the claims asserted by the former subset of claimants; dismissing Count I of the Complaint, which sought the creation of a medical monitoring fund; and dismissing the claims against defendant Axsys Technologies Inc. On April 20, 2005, the plaintiffs filed a Substituted Amended Complaint for Damages, contending that each of the eight named plaintiffs and the individuals listed on the attachment to the original Complaint, and each of the putative class members have sustained personal injuries; however, they allege that they identified five individuals whose injuries have manifested themselves such that they have been detected by physical examination and/or laboratory test.

      The third purported class action is George Paz, et al. v. Brush Engineered Materials Inc., et al. , filed in the U.S. District Court for the Southern District of Mississippi, case number 1:04CV597, on June 30, 2004. The named plaintiffs are George Paz, Barbara Faciane, Joe Lewis, Donald Jones, Ernest Bryan, Gregory Condiff, Karla Condiff, Odie Ladner, Henry Polk, Roy Tootle, William Stewart, Margaret Ann Harris, Judith Lemon, Theresa Ladner and Yolanda Paz. The defendants are Brush Engineered Materials Inc.; Brush Wellman Inc.; Wess-Del Inc.; and the Boeing Company. Plaintiffs seek the establishment of a medical monitoring trust fund as a result of their alleged exposure to products containing beryllium, attorneys’ fees and expenses, and general and equitable relief. The plaintiffs purport to sue on behalf of a class of present or former Defense Contract Management Administration (DCMA) employees who conducted quality assurance work at Stennis Space Center and the Boeing Company at its facility in Canoga Park, California; present and former employees of Boeing at Stennis; and spouses and children of those individuals. Messrs. Paz and Lewis and Ms. Faciane represent current and former DCMA employees at Stennis. Mr. Jones represents DCMA employees at Canoga Park. Messrs. Bryan, Condiff, Ladner, Polk, Tootle and Stewart and Ms. Condiff represent Boeing employees at Stennis. Ms. Harris, Ms. Lemon, Ms. Ladner and Ms. Paz are family members. The Company filed a Motion to Dismiss on September 28, 2004, which was granted and judgment was entered on January 11, 2005; however, the plaintiffs have filed an appeal.

      The fourth purported class action is Gary Anthony v. Brush Wellman Inc., et al. , filed in the Court of Common Pleas of Philadelphia County, Pennsylvania, case number 01718, on March 3, 2005. The case was

removed to the U.S. District Court for the Eastern District of Pennsylvania, case number 05-CV-1202, on March 14, 2005. The only named plaintiff is Gary Anthony. The defendants are Brush Wellman Inc., Gary Kowalski, and Dickinson & Associates Manufacturers Representatives. The plaintiff purports to sue on behalf of a class of current and former employees of the U.S. Gauge facility in Sellersville, Pennsylvania who have ever been exposed to beryllium for a period of at least one month while employed at U.S. Gauge. The plaintiff has brought claims for negligence. Plaintiff seeks the establishment of a medical monitoring trust fund, cost of publication of approved guidelines and procedures for medical screening and monitoring of the class, attorneys’ fees and expenses.

Other Claims

      One of the Company’s subsidiaries, Williams Advanced Materials, Inc. (WAM) is a party to patent litigation with Target Technology Company, LLC (Target). In first actions filed in April 2003 by WAM against Target in the U.S. District Court, Western District of New York, consolidated under case number 03-CV-0276A (SR), WAM has asked the Court for a judgment declaring certain Target patents as invalid and/or unenforceable and awarding WAM damages in related cases. Target has counterclaimed alleging infringement and seeking a judgment for infringement, an injunction against further infringement and damages for past infringement. On August 3, 2005, the U.S. Court of Appeals for the Federal Circuit, case number 04-1602, affirmed the District Court’s decision denying Williams’ motion to enjoin Target from suing and threatening to sue Williams’ customers. The case has reverted for further proceedings to the District Court, which has dismissed, without prejudice to their refiling, all other pending motions. In September 2004, Target filed a separate action for patent infringement in U.S. District Court, Central District of California, case number SAC04-1083 DOC (MLGx), which action named as defendants, among others, WAM and WAM customers who purchase certain WAM alloys used in the production of DVDs. In the California action, Target alleges that the patent at issue, which is related to the patents at issue in the New York action, protects the use of certain silver alloys to make the semi-reflective layer in DVDs, and that in DVD-9s, a metal film is applied to the semi-reflective layer by a sputtering process, and that raw material for the procedure is called a sputtering target. Target alleges that WAM manufactures and sells sputtering targets made of a silver alloy to DVD manufacturers with knowledge that these targets are used by its customers to manufacture the semi-reflective layer of a DVD-9. In that action, Target seeks judgment that its patent is valid and that it is being infringed by the defendants, an injunction permanently restraining the defendants, damages adequate to compensate plaintiff for the infringement, treble damages, and attorneys’ fees and costs.

       (a) Exhibits

SIGNATURES

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