- Annual Report (10-K)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2011

¨	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 000-13059

(Exact name of registrant as specified in its charter)

Delaware	33-0055414
(State or other jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification No.)
3169 Red Hill Avenue, Costa Mesa, California	92626
(Address of principal executive offices)	(Zip Code)

(714) 549-0421

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class:	Name of Each Exchange on Which Registered:
Common Stock, par value $0.01 per share	The NASDAQ Stock Market LLC

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

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933. YES x NO ¨

Indicate by check mark whether the registrant is not required to file reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934. YES ¨ NO x

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 x 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 x No ¨

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

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 ¨

Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The aggregate market value of registrant’s common stock held by non-affiliates as of June 30, 2011 (the last business day of registrant’s most recently completed second fiscal quarter) was approximately $910.1 million.

As of February 5, 2012, there were 24,194,539 shares of registrant’s Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: Portions of registrant’s definitive proxy statement for its annual meeting of stockholders to be held on May 16, 2012 are incorporated by reference into Part III of this Form 10-K.

TABLE OF CONTENTS

		Page
PART I			3
ITEM 1.	Business		3
ITEM 1A.	Risk Factors		25
ITEM 1B.	Unresolved Staff Comments		33
ITEM 2.	Properties		33
ITEM 3.	Legal Proceedings		34
ITEM 4.	Mine Safety Disclosures		34

PART II			35
ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		35
ITEM 6.	Selected Financial Data		36
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		37
ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk		59
ITEM 8.	Financial Statements and Supplementary Data		61
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		61
ITEM 9A.	Controls and Procedures		61
ITEM 9B.	Other information		61

PART III			62
ITEM 10.	Directors, Executive Officers and Corporate Governance		62
ITEM 11.	Executive Compensation		62
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		62
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence		62
ITEM 14.	Principal Accountant Fees and Services		62

PART IV			63
ITEM 15.	Exhibits and Financial Statement Schedules		63

FINANCIALS			F-1

PART I

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are those that predict or describe future events or trends and that do not relate solely to historical matters. You can generally identify forward-looking statements as statements containing the words “believe,” “expect,” “will,” “anticipate,” “intend,” “estimate,” “project,” “plan,” “assume” or other similar expressions, or negatives of those expressions, although not all forward-looking statements contain these identifying words. All statements contained in this report regarding our future strategy, future operations, projected financial position, estimated future revenues, projected costs, future prospects, the future of our industries and results that might be obtained by pursuing management’s current plans and objectives are forward-looking statements.

You should not place undue reliance on our forward-looking statements because the matters they describe are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond our control. Our forward-looking statements are based on the information currently available to us and speak only as of the date of the filing of this report. New risks and uncertainties arise from time to time, and it is impossible for us to predict these matters or how they may affect us. Over time, our actual results, performance or achievements will likely differ from the anticipated results, performance or achievements that are expressed or implied by our forward-looking statements, and such difference might be significant and materially adverse to our security holders.

We have identified some of the important factors that could cause future events to differ from our current expectations and they are described in this report in Item 1A under the caption “Risk Factors,” in Item 7 under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in Item 7A under the caption “Quantitative and Qualitative Disclosures About Market Risk,” all of which you should review carefully.

ITEM 1. BUSINESS

Introduction

We develop, manufacture and market advanced technical ceramic products, ceramic powders and components for defense, industrial, energy, automotive/diesel and commercial applications.

In many high performance applications, products made of advanced technical ceramics meet specifications that similar products made of metals, plastics or traditional ceramics cannot achieve. Advanced technical ceramics can withstand extremely high temperatures, combine hardness with light weight, are highly resistant to corrosion and wear, and often have excellent electrical capabilities, special electronic properties and low friction characteristics.

Our products include:

•

lightweight ceramic armor for soldiers and other military applications;

•

ceramic industrial components for erosion and corrosion resistant applications;

•

ceramic powders, including boron carbide, boron nitride, titanium diboride, calcium hexaboride, zirconium diboride and fused silica, which are used in manufacturing armor and a broad range of industrial products and consumer products;

•

evaporation boats for metallization of materials for food packaging and other products;

•

durable, reduced friction, ceramic diesel engine components;

•

functional and frictional coatings primarily for automotive applications;

•

translucent ceramic orthodontic brackets;

•

ceramic crucibles for melting silicon in the photovoltaic solar cell manufacturing process;

•

ceramic-impregnated dispenser cathodes for microwave tubes, lasers and cathode ray tubes;

•

specialty glass compositions for solar, electronic, industrial and health care markets;

•

ceramic missile radomes (nose cones) for the defense industry;

•

fused silica powders for precision investment casting (PIC);

•

neutron absorbing materials, structural and non-structural, in combination with aluminum metal matrix composite that serve as part of a barrier system for spent fuel wet and dry storage in the nuclear industry, and non-structural neutron absorbing materials for use in the transport of nuclear fresh fuel rods;

•

nuclear chemistry products for use in pressurized water reactors and boiling water reactors;

•

boron dopant chemicals for semiconductor silicon manufacturing and for ion implanting of silicon wafers;

•

ceramic bearings and bushings for oil drilling and fluid handling pumps;

•

ceramic micro-reactors used to process chemicals;

•

PetroCeram ® ceramic sand filters for oil and gas recovery; and

•

enhanced combat helmets for soldiers.

Our customers include the U.S. government, prime government contractors, companies engaged in solar energy, oil and natural gas exploration and nuclear energy, and industrial, automotive, diesel and commercial manufacturers in both domestic and international markets.

The principal factor contributing to our growth in sales from 2002 through 2007 was increased demand by the U.S. military for ceramic body armor that protects soldiers, which was driven primarily by military conflicts such as those in Iraq and Afghanistan. This demand was driven by recognition of the performance and life saving benefits of utilizing advanced technical ceramics in lightweight body armor. Our sales declined in 2008 primarily because of a reduction in shipments of body armor. Our sales declined in 2009 primarily because of a continued reduction in shipments of body armor and also due to a decline in sales of our industrial, automotive/diesel and commercial market product lines due to the severe economic recession. In 2010, sales of body armor continued to decline. However, sales from energy related products grew by 61.6% in 2010 when compared to 2009. Most of this growth in energy sales was generated by sales of our ceramic crucibles used in the production of photovoltaic cells for solar panels. Our sales increased in 2011, due to additional shipments of body armor, an increase of sales to the nuclear industry and the reporting of operating results from VIOX Corporation which we acquired on January 3, 2011. Additionally, sales of industrial products continued to increase, particularly at our ESK Ceramics subsidiary.

Commencing in 2004, several strategic acquisitions also have contributed to our sales growth. These include our acquisition of ESK Ceramics in August 2004, our acquisition of Minco, Inc. in July 2007, our acquisition of EaglePicher Boron, LLC in August 2007, which we renamed Boron Products, LLC, and our acquisition of VIOX Corporation on January 3, 2011.

To illustrate the impact of body armor, energy-related products, and our acquisitions, the following table shows our sales from body armor, energy-related products, from our acquisitions, and from all other sources for each of the years 2002 through 2011 (in millions).

	2011			2010			2009			2008			2007			2006			2005			2004			2003		2002
Sales from body armor	$	193.8		$	70.4		$	170.0		$	385.0		$	535.3		$	479.4		$	199.5		$	120.3		$	58.2	$	26.2
Sales from energy products:
Gross sales from energy products		129.0			99.9			62.2			57.7			20.9			11.9			9.8			5.3			2.5		1.7
Less sales from energy products included in acquired companies		(66.2	)		(28.5	)		(24.5	)		(11.4	)		(4.5	)		(3.2	)		(3.2	)		(0.7	)		-		-
Sales from energy products due to organic growth		62.8			71.4			37.7			46.3			16.4			8.7			6.6			4.6			2.5		1.7
Sales from acquired companies		254.5			191.1			136.8			177.1			142.6			110.2			109.8			36.0			-		-
All other sales		60.9			70.0			56.1			71.8			62.5			64.6			52.4			54.7			40.8		33.3
Total sales	$	572.0		$	402.9		$	400.6		$	680.2		$	756.8		$	662.9		$	368.3		$	215.6		$	101.5	$	61.2

Sales of ceramic body armor represented the majority, and most volatile, portion of our defense business, rising from approximately $26.2 million, or 42.8% of our total sales in 2002, to a peak of approximately $535.3 million, or 70.7% of our total sales in 2007, and then declining to approximately $193.8 million, or 33.9% of our total sales in 2011. Shipments of the first generation of ceramic body armor, known as small arms protective inserts, or SAPI, began before 2002 and accelerated rapidly with the onset of the war in Afghanistan in 2002 and thereafter the war in Iraq. Shipments of the second generation of ceramic body armor, known as enhanced small arms protective inserts, or ESAPI, began in 2005. The military’s subsequent decision to deploy ESAPI body armor “full fleet,” that is, to replace all SAPI body armor with the new ESAPI body armor, and the introduction in 2006 of enhanced side ballistic inserts, known as ESBI, which protect the sides of the soldier’s torso, resulted in continued growth in our sales of ceramic body armor, ultimately reaching our peak sales of body armor in 2007. Once “full fleet” was achieved, our sales of body armor began a steady decline which continued through 2010.

In March 2011, we announced the receipt of a delivery order for approximately $56.6 million for ESAPI ceramic body armor plates and the receipt of a delivery order for approximately $36.0 million for XSAPI ceramic body armor plates. In July 2011, we announced the receipt of a delivery order for approximately $36.2 million for ESAPI ceramic body armor plates. All three of these delivery orders were issued under the October 2008 ID/IQ contract. Through December 31, 2011, we have received delivery orders under the October 2008 ID/IQ contract totaling $278.4 million. Of this amount, we have shipped $258.3 million of body armor through December 31, 2011 and we expect to ship the balance of approximately $20.1 million in 2012. With less than two years remaining under this ID/IQ contract, the war in Iraq concluded, and the war in Afghanistan winding down, we expect that the total amount of body armor that we ultimately ship under this contract will be substantially less than the maximum amount.

In September 2011, we were awarded a three-year ID/IQ contract for ESAPI ceramic armor plates from Defense Logistics Agency Troop Support group. This purchasing group services the United States Army, Navy, Air Force and Marine Corps. This award was in response to our bid to the Defense Supply Center Philadelphia (DSCP) in response to their requirement for a three-year sustainment order for the replacement of body armor inserts. Simultaneously with the receipt of this award, we received an initial delivery order for $127.3 million for ESAPI ceramic body armor plates with the initial delivery in the first quarter of 2012, continuing through the remainder of 2012 with estimated completion by March 31, 2013. This ID/IQ contract includes options for additional deliveries of up to $127.3 million in each of the second and third years. Initial comments from the contracting officer of the U.S. Military indicate that the 2013 ESAPI order will be similar to the 2012 order, but this is a preliminary estimate with no guarantee.

In October 2011, we announced the receipt of a delivery order for approximately $6.9 million for ceramic body armor plates from the United States Special Operations Command. We expect to ship this order during 2012 and complete the delivery of it during the third quarter of 2012.

For 2012 and for the next several years, we expect that our sales of body armor will continue, but generally at more moderate levels than in the past. We will continue to bid on Foreign Military Sales (FMS) for the first generation of SAPI body armor through our existing ID/IQ contract with Aberdeen Proving Grounds.

Although we believe that demand for ceramic body armor will continue for many years, the quantity and timing of government orders depends on a number of factors outside of our control, such as the amount of U.S. defense budget appropriations, positions and strategies of the current U.S. government, the level of international conflicts and the deployment of armed forces. Moreover, ceramic armor contracts generally are awarded in an open competitive bidding process and may be cancelled by the government at any time without penalty. Therefore, our future level of sales of ceramic body armor will depend on our ability to successfully compete for and retain this business.

The following acquisitions resulted from a strategy to grow and expand our non-defense business through the selective acquisition of companies and product lines closely related to our core competency in advanced technical ceramics and materials, as well as to expand our defense business with complementary product lines on an opportunistic basis.

We acquired ESK Ceramics in August 2004. Based in Kempten, Germany, ESK Ceramics manufactures industrial technical ceramic powders and advanced technical ceramic products. This acquisition provided us with both a broad line of non-defense products, and it assured us of a supply of boron carbide powder, which serves as a starter ceramic powder in the manufacture of our lightweight ceramic body armor. ESK Ceramics also produces evaporation boats for metallization, functional and frictional coatings utilized in the automotive and textile industries, high performance pump seals, fluid handling, refractory products, ceramic micro-reactors used to process chemicals, ceramic powders used in cosmetics, and ceramic sand filters used in oil and natural gas recovery.

In June 2006, we purchased the assets and technology related to the Boral ® line of aluminum metal matrix composites that serve as part of a barrier system for spent fuel storage in the nuclear industry. We moved these assets to our Ceradyne Canada facility in Chicoutimi, Quebec, Canada. This product line is now included in our Boron operating segment.

Minco, Inc., which we acquired in July 2007, is included in our Thermo Materials operating segment. Based in Midway, Tennessee, Minco manufactures fused silica powders for a wide range of industrial applications. The fused silica powder manufactured by Minco is a key raw material that our Thermo Materials division uses to manufacture missile radomes (nose cones) and ceramic crucibles that our customers use for melting silicon in the photovoltaic solar cell manufacturing process. Minco’s fused silica powders are also used by its customers for precision investment casting applications.

We acquired EaglePicher Boron, LLC in August 2007. This subsidiary, which we renamed Boron Products, LLC, is included in our Boron operating segment and produces the boron isotope 10 B. This isotope is a strong neutron absorber and is used for both nuclear waste containment and nuclear power plant neutron radiation critical control. Boron Products also produces complementary chemical isotopes used in the normal operation and control of nuclear power plants. The boron isotope 11 B is used in the semiconductor manufacturing process as an additive to semiconductor grade silicon as a “doping” agent and where ultra-high purity boron is required.

In June 2008, we purchased certain assets and technology related to proprietary technical ceramic bearings used for “downhole” oil drilling and for coal bed methane pumps and steam assisted oil extraction pumps. This technology and product line, which we include in our Advanced Ceramic Operations operating segment, are located in our Lexington, Kentucky, facility. These bearings incorporate ceramic parts supplied by our ESK Ceramics subsidiary.

In June 2009, we acquired substantially all of the business and assets and all technology and intellectual property related to ballistic combat and non-combat helmets of Diaphorm Technologies, LLC, based in Salem, New Hampshire. Based on this technology, we submitted a proposal to the U.S. Marine Corps Systems Command in June 2009 in response to a solicitation for the procurement of Enhanced Combat Helmets (ECH), which are intended to provide substantially increased levels of protection compared to combat helmets now in use. In late July 2009, in response to our proposal, the U.S. Marine Corps System Command awarded us a contract for up to a maximum of 246,840 helmets. After an extended period of testing, we received an order for First Article Test helmets, which we delivered in January and February 2011. Upon additional testing it was determined by the Government that further testing needed to occur due to variations discovered in its test procedures and protocols. Ceradyne received a second order for First Article Test helmets, which we delivered in October 2011. Those helmets are now in the final stages of First Article Testing by the U.S. Government.

Our strategy regarding this acquisition is to combine our successful track record in body armor programs with the proprietary helmet-forming technologies acquired from Diaphorm to create a world class manufacturer of Enhanced Combat Helmets.

We acquired VIOX Corporation on January 3, 2011. Located in Seattle, Washington, VIOX develops, manufactures and markets specialty glass compositions for a wide range of electronic, industrial and health care markets. VIOX is included in our Advanced Ceramic Operations operating segment. VIOX has developed a specialty glass formulation for polycrystalline silicon photovoltaic solar applications. VIOX customers add electrically conducting powdered metals such as silver or aluminum to the VIOX powdered specialty glass. Many of the ultimate solar users of VIOX glass are also customers for Ceradyne’s high purity ceramic solar crucibles.

To meet increasingly higher performance standards, advanced technical ceramics have stringent technical manufacturing requirements. We have designed and customized our facilities and capital equipment to enhance our advanced technical ceramic manufacturing processes. We have also implemented lean manufacturing initiatives to lower costs and drive further efficiencies in our manufacturing processes, and have expanded our facilities in China to add manufacturing capacity for the production of ceramic crucibles.

We conduct our operations through four operating segments: our Advanced Ceramic Operations division, our ESK Ceramics subsidiary, our Thermo Materials division, and our Boron segment. Our assets are managed by segment regardless of their physical location and are not reviewed on a geographic basis by our chief operating decision maker. Prior to October 2010, we reported our operations through six operating segments. To more accurately reflect our current operations, executive reporting structure and organization, and internal reporting we modified our segment structure and reporting to reflect that we operate through four operating segments each led by a different senior executive who reports directly to our Chief Executive Officer. The changes made to arrive at the four segments from the six previous segments were that the former Semicon Associates segment is now included in the Advanced Ceramics Operations segment and the former Ceradyne Canada segment is now included in the Boron segment. All of the financial data for 2010 and 2009 have been changed to reflect four segments. For additional financial information concerning our segments, please refer to Note 8 of the Notes to Consolidated Financial Statements that are included in this report.

Advanced Technical Ceramics

Evolving customer requirements in solar cell manufacturing, industrial processing, military systems, oil and natural gas exploration, microwave electronics, automotive/diesel engine products and orthodontics have generated a demand for high performance materials with properties not readily available in metals, plastics or traditional ceramics. The following table compares favorable typical properties of selected advanced technical ceramics with those of other selected materials.

Materials	Melting Point (Degrees Fahrenheit)	Hardness (Vickers Scale)	Chemical Resistance to Acids	Electrical Properties	Density (Grams per Cubic Centimeter)
Advanced technical ceramics	2,500 to 6,900	Up to 3,200	Excellent	From excellent insulators to conductors	2.5 to 4.5
High strength alloy steel	2,500 to 2,700	Up to 900	Fair	Conductors	7.0 to 9.0
High performance plastics	275 to 750	Up to 10	Good to Excellent	Good to excellent insulators	1.0 to 2.0

Ceramics such as earthenware, glass, brick and tile have been made for centuries and are still in common use today. The inertness and lasting qualities of ceramics are illustrated by artifacts uncovered intact in modern times. Almost all traditional ceramics, including those of ancient times, were based on clay. In the last fifty years, significant advances have been made in ceramic technology by applying specialized manufacturing processes to produce synthetic ceramic powders.

Developments in aluminum oxide and other oxides resulted in ceramics that were excellent electrical insulators and were capable of withstanding high temperatures. In addition, industry advancements in ceramic material science have led to the development of a class of ceramics that are generally non-oxides, such as carbides, borides and nitrides. These non-oxide ceramics generally have mechanical properties that exceed those of oxide ceramics developed in prior periods. Collectively, these developments resulted in the ability to manufacture ceramics with great strength at elevated temperatures and reduced fragility, historically a primary limitation of ceramics. The products that have emerged from these advances are known as advanced technical (or structural) ceramics.

The properties of advanced technical ceramics present a compelling case for their use in a wide array of modern applications. However, to meet increasingly higher performance standards, advanced technical ceramics have stringent technical manufacturing requirements. First, manufacturers must start with fine synthetic ceramic powders of very high and consistent quality that are produced using a highly technical and specialized manufacturing process. Few suppliers of these high quality starting powders exist today and not all of these suppliers can consistently produce starting powders of the necessary quality and consistency in the volumes required by ceramic manufacturers. Second, the specialized equipment required to manufacture advanced technical ceramics must often be custom designed and is not readily available, requiring a significant investment in capital equipment and facilities to allow volume production. Manufacturing costs associated with the production of these ceramics are higher than those of the materials they replace. A portion of these costs is related to the need for diamond grinding finished components to exacting tolerances. To accelerate the use of advanced technical ceramics as a direct replacement for metals, plastics or traditional ceramics, these manufacturing costs need to be reduced. Cost reduction efforts include the production of blanks or feed stock to “near net shape” configurations in order to reduce the amount of diamond grinding needed. Manufacturers are also seeking to reduce costs through the use of high volume automated processing and finishing equipment and techniques, and to achieve economies of scale in areas such as powder processing, blank fabrication, firing, finishing and inspection.

Our Solution

We develop, manufacture and market advanced technical ceramic products, ceramic powders and components for defense, industrial, energy, automotive/diesel and commercial applications. The table on the following pages illustrates some of the solutions we have designed to meet market opportunities and demands.

Market Opportunity	Demands of the Market	Our Solution
Defense

Lightweight ceramic body armor and boron carbide powders	Due to the proliferation of automatic weapons in tactical operations and terrorist conflicts, it has become necessary for vests or other armor to stop machine gun bullets while being light enough in weight to allow freedom of movement without undue fatigue.	We have developed lightweight bullet resistant ceramic body armor solutions, including SAPI (small arms protective inserts), ESAPI (enhanced small arms protective inserts), ESBI (enhanced side ballistic inserts) and other systems. These products generally consist of hot pressed Ceralloy ® 546 (boron carbide) or hot pressed Ceralloy ® 146 (silicon carbide) and other ceramic coupled with backings such as Dyneema ® , Spectra Shield ® or Kevlar ® purchased from third parties. Our subsidiary, ESK Ceramics, is a major manufacturer of boron carbide powders, which are used by us and our competitors to manufacture lightweight ceramic body armor.

Lightweight ceramic armor for military ground-based vehicles, boats and aircraft	Military ground-based vehicles, boats and aircraft require protection against automatic weapons. Weight, cost and vehicle compatibility are critical technical parameters.	We have developed a series of lightweight, cost effective ceramic armor systems and attachment mechanisms that have multi-hit protection at various threat levels and can be added to an existing vehicle or designed into new vehicles, boats and aircraft.

Missile radomes (nose cones)	Defensive tactical missile systems such as the PAC-3 (Patriot Advanced Capability) are designed to fly at extremely high velocities, survive tight turning radii and operate in severe weather conditions. These operating conditions preclude the use of conventional polymer materials for radomes.	We have developed advanced technical ceramic radomes made of fused silica ceramics which meet certain specifications of these tactical defensive missile systems, and have developed a modified silicon nitride radomes for more demanding requirements. We have also established a precision diamond grinding capability to finish these radomes.

Lightweight ballistic rated helmets that provide increased protection for our troops.	In order to meet survivability goals without affecting the soldier’s functionality, improvements in head gear are needed for soldiers. Unfortunately, combat helmets have only seen small incremental improvements during the last twenty years. The ballistic material, generally thermo-set Aramid based, used in these legacy helmets have remained very similar and have reached their maximum performance.	We are manufacturing and demonstrating the new ECH (Enhanced Combat Helmet) that offers over a 35% improvement against fragmentation threats for the U.S. Marines and Army. This is accomplished by utilizing new thermoplastic UHMWPE (Ultra High Molecule Weight Poly Ethylene) materials recently developed by both DSM and Honeywell which offer improved ballistic performance at lighter weights vs. thermo-set Aramids. Our proprietary Seamless Ballistic TM processing technique enhances the performance of the ballistic material while cost effectively manufacturing it to the required protective helmet shape and meeting other legacy specifications of the U.S. military for head gear protection.

Market Opportunity		Demands of the Market		Our Solution
Industrial

Advanced ceramic structural parts	Applications such as high performance pump seals, blast nozzles, chemical processing, and pulp and paper manufacturing, require components with corrosion and wear resistant properties, mechanical strength, hardness, favorable friction properties and the ability to withstand extreme temperature fluctuations.	We have developed products for each of these applications which have excellent wear resistant properties, lightness, hardness and the ability to withstand extremely high temperatures. We manufacture these products using primarily our EKasic ® silicon carbide, silicon nitride and boron carbide ceramic.

Boron compounds and metallurgy	Increasing productivity requirements in primary industries are met with boron nitride powders, which are used as high temperature lubricants and release agents. As filler material in polymers and silicones, boron nitride is used for heat conducting and insulating films in the electronic industry. Aluminum and steel foundries increasingly require consumables with longer lifetimes to improve their overall efficiencies.	In the aluminum extrusion industry, boron nitride powder, spray or suspension is used as a release agent to keep the hot metal away from the extrusion die. In furnace and high temperature applications it is used as an insulation sleeve or support for graphite heaters. Boron nitride’s largely inert behavior towards molten metals makes it an ideal material for applications in direct contact with such materials. We supply break rings for horizontal continuous casting and side-dams for thin strip casting. We also supply high density and high purity silicon nitride products for aluminum foundries worldwide.

Evaporation boats	Packaging materials used for snack and other food products are often lined with an aluminum coating to preserve shelf life. The coating, or metallization, process requires a tool, called an evaporation boat, which can withstand the high temperature and corrosiveness of molten aluminum.	We have developed evaporation boats, typically made using boron nitride/titanium diboride, that can withstand direct contact with highly corrosive liquids, such as melted aluminum. These evaporation boats are used in the metallization of various surfaces, including paper, plastic and glass.

Industrial equipment requiring critical protection against severe wear or corrosion	Failure of industrial equipment is often caused by premature wearing out of surfaces due to abrasive action. An example is paper making equipment where the pulp slurry runs at 5,000 feet per minute.	Sintered reaction bonded silicon nitride (SRBSN) industrial wear parts are designed to replace hard metal or oxide ceramic wear surfaces, resulting in greater productivity, quality and longer uptime. Our proprietary advanced technical ceramic side dams are used in the production of steel in the continuous casting process.

Market Opportunity	Demands of the Market	Our Solution
Materials for precision investment casting	The precision metal casting market is demanding lower cost, thinner molds and faster mold build times.	We have developed fused silica refractory blends that enable the production of highly efficient, single-use mold systems for precision investment casting (PIC).

Ceramic bearings, bushings and seals for fluid handling	In order to make an effective transition in fluid handling pumps from the pump itself to the exterior, it is necessary to have an interface with excellent friction and erosion and corrosion properties.	We have developed a number of primarily silicon carbide compositions and shapes for a wide variety of precision components for use in contact with rotational elements in fluid handling pumps. These are produced primarily by our ESK Ceramics subsidiary in Kempten, Germany.

In converting silicon wafers to semiconductors, it is necessary to introduce atoms of the element boron into the silicon matrix	The market has developed and generally utilizes technology known as ion implantation. Starting materials used in ion implantation such as BF 3 have been generally utilized for many years. However, as the requirements for higher current semiconductor chips increase and the number of chips per unit area on the silicon wafer increases, there is a need for ion implantation which improves the manufacturing throughput of high boron content in semiconductor chips.	Our acquisition of SemEquip, Inc. in August 2008 brought to Ceradyne the intellectual property for the “cluster” molecule B 18 H 22 as well as other cluster molecules. These materials are designed to increase the productivity of the ion implantation technology in part due to the large numbers of atoms such as boron.

Energy

Photovoltaic (solar cell) manufacturing requiring crucibles for melting silicon

Specially designed heavy duty sand screens

Specially designed heavy duty bearings

Specialty glass compounds for photovoltaic solar applications.

In order to produce cost effective solar cell components, it is necessary to melt silicon in a crucible or vessel that will be able to contain the molten silicon yet not allow unwanted chemicals to contaminate the melt.

It is necessary to filter sand grains, small particles and proppants during oil and natural gas drilling operations.

It is necessary to maintain the position and integrity of heavy duty rotational shafts in downhole oil drilling and/or water pumps in severe environments.

Solar Cell surfaces require metallization coatings which contain glass compounds to improve the efficiency of free electron transport.

We have developed a high purity fused silica ceramic crucible (receptacle) which is being used by many photovoltaic cell manufacturers in their silicon melting operation in order to produce polycrystalline silicon. We also manufacture the fused silica powders that are a key material for the production of our ceramic crucibles.

We developed a series of proprietary designs for heavy duty ceramic sand screens which increase the productivity of an oil or natural gas drill site by reducing premature failures during operations.

In June 2008, we acquired a series of proprietary designs for heavy duty “stacked bearings” and bushings which utilize our advanced technical ceramic sliding surface interface.

We have designed a series of proprietary glass compounds for solar cell surface paste coating used by photovoltaic cell manufacturers to improve the efficiency of their cells.

Market Opportunity

Demands of the Market

Our Solution

Radioactive waste management and nuclear chemistry products	Increasing stockpiles of radioactive nuclear waste require materials that can be used to safely transport and store items such as spent nuclear fuel rods. New and existing nuclear power plants also require materials capable of containing neutron radiation during day-to-day operations.	The boron atom in boron carbide powder is able to capture neutrons, thus reducing the radioactive risk associated with transportation and storage of nuclear waste. Our Boral ® product line, which consists of a hot-rolled sheet containing a core of uniformly distributed boron carbide and aluminum particles that are enclosed within layers of pure aluminum, forms a solid and effective barrier for the storage of nuclear waste. We also manufacture the boron isotope 10 B in its pure form. This isotope is a strong neutron absorber and is used for both nuclear waste containment and nuclear power plant neutron radiation critical control. We also produce complementary chemical isotopes used in the normal operation and control of nuclear power plants.

Automotive/Diesel

Heavy-duty diesel truck engines	In order to achieve diesel engine life of 500,000 miles or more without major maintenance, and to meet current environmental requirements, it may be necessary to replace metal engine components with longer lasting, lighter weight, lower friction ceramic parts at acceptable unit costs.	Our SRBSN ceramic cam rollers replace conventional steel cam rollers in order to allow diesel engines to run at higher internal pressures and thus meet environmental and other requirements.

Wear-resistant functional and frictional coatings, surface engineered components	Engines generate extreme vibration during operation that can cause components joined by nuts and bolts to loosen. Traditionally, locknut washers have been used for this application.	Our wear-resistant functional and frictional coatings utilizing entrapped hard particles, primarily diamonds, are applied to shims in lieu of using locknut washers. These coatings increase the static friction coefficient and minimize the effects of vibration and allow more economic and efficient designs of engines, particularly in the auto industry.

Commercial

Orthodontic brackets	Traditional stainless steel orthodontic brackets are often considered unsightly. Substitute clear plastic materials can be weak and may stain. Some orthodontic patients prefer aesthetically pleasing brackets which can be affixed to each tooth to support the arch wire.	Our translucent ceramic orthodontic brackets are inert, reveal the color of the patient’s teeth, and allow the orthodontist to correct the patient’s bite. Our marketing partner, 3M Unitek, sells this translucent ceramic bracket under the brand name Clarity™.

Market Opportunity

Demands of the Market

Our Solution

BORONEIGE ® boron nitride powder	The cosmetic industry utilizes very fine, white, silky, smooth powders as a base for a wide range of products including lipstick, eye shadow, facial creams, rouge and other related products. There is an increasing demand for these base materials which can make up to forty percent of the end product. Generally, the requirements include white color, controlled chemistry and surface area.	Boron nitride, which is made by our ESK Ceramics subsidiary, is a well controlled micro structure white powder. The use of our unique boron nitride called BORONEIGE ® is anticipated to grow as the availability of the base powders and the use of various cosmetic products increase.

Specialty glass compounds for health care applications	Bioactive glass compounds in orthopedic, wound care and various oral applications greatly enhance the body’s natural growth and healing processes.	We produce bioactive glass compounds used for bone growth, tooth strengthening and wound care.

Our Competitive Strengths

We believe that several aspects of our company provide us a competitive advantage in the markets we serve, including the following:

Broad Technical Expertise in Ceramic Material Science . Since the founding of our company in 1967, our core business has been researching, developing, designing, manufacturing and marketing advanced technical ceramic products. Specifically, our expertise is in a class of ceramics known as non-oxide structural ceramics. Many of our staff are technically trained, including 148 employees with degrees in ceramic engineering or related sciences, of which 32 have Ph.D. degrees. We have continuously sought to develop and manufacture innovative ceramic products not only for the markets that we currently serve but to identify and apply our experience and capabilities to emerging markets and applications. For example, our expertise allows us to develop ceramic armor products expeditiously and manufacture them on a significant scale.

Proprietary Equipment and Manufacturing Processes . The specialized equipment required to manufacture ceramic powders and advanced technical ceramics must often be custom designed and is not readily available. Over the past several decades, we have designed and constructed a substantial array of highly specialized and customized equipment and manufacturing processes, including our hot press lines and furnaces. We believe our custom equipment and manufacturing processes allow us to meet the high volume demands of our customers in the markets that we serve.

Vertically Integrated Manufacturer . We are a vertically integrated manufacturer of lightweight ceramic body armor and other ceramic products such as crucibles for photovoltaic solar cell manufacturing. Our ESK Ceramics subsidiary manufactures boron carbide powder—the key raw material used in the production of our body armor. ESK Ceramics has been a supplier of boron carbide powder to us for over 30 years. We form the boron carbide powder into ceramic armor plates using our own furnaces and hot presses. We then apply backing materials purchased from third parties to the plates to complete a ceramic body armor system ready to ship to our customers. Owning a source of our principal raw material, together with our manufacturing capacity at our Lexington, Kentucky plant, should allow us to fulfill current and anticipated demand for our ceramic body armor, while enabling us to manage our costs, product yields and high quality standards. Our acquisition of Minco, Inc. in 2007 provided Ceradyne with its own source of fused silica ceramic powders, which are the primary raw material in the manufacturing of crucibles (receptacles) used in the manufacturing of photovoltaic solar cells. The crucibles are used as the container for melting large (450 kilogram) ingots of silicon. Recently, we internally developed a proprietary hard ceramic coating designed to act as a barrier between the molten silicon and the Ceradyne crucible.

Strong Position in Multiple Markets . We maintain a strong position in many of the markets that we serve. We believe that we are the leading supplier of lightweight ceramic personnel armor products to the U.S. government based on the history of orders that the U.S. government has issued. We further believe that we supply a significant portion of products in many of the markets we serve including: boron carbide powders; translucent ceramic orthodontic brackets; ceramic missile radomes, commonly known as nose cones for the PAC-3 missile program; sintered reaction bonded silicon nitride, which we call SRBSN, for industrial and automotive applications; evaporation boats used to apply the metallic coating to packaging materials; and wear resistant functional and frictional coatings for the automotive industry. We believe that our leadership position in ceramic body armor and in many of the other markets that we serve provides us with a key advantage in securing new and continuing business. Additionally, we believe that our EKasic® (silicon carbide) product line of industrial pump seals and bearings allows us to be a leader in fluid handling products.

Key Customer Relationships . We have longstanding relationships with many of our significant customers in the defense, industrial, energy, automotive/diesel and commercial markets that we serve, which have enhanced our ability to obtain business over time. For example, for more than 20 years we have sold our advanced technical ceramic products to various agencies of the U.S. government. Since 2003, we have derived a significant portion of our revenues from the Army, Marines, Air Force and other branches of the U.S. military. We possess significant knowledge of the applicable purchasing requirements and product specifications within each of the branches of the U.S. military that we serve, and we believe that we have established an excellent reputation with key individuals within each branch.

Experienced Management Team and Entrepreneurial Culture . Our success is attributable in large part to the extensive knowledge and experience of our management team and key personnel. Our executive management team has substantial experience in advanced technical ceramic materials science and our Chief Executive Officer and our President of North American Operations each has more than 30 years of experience in the ceramics industry. Our management team has demonstrated its ability to identify, execute and integrate strategic acquisitions. Moreover, we believe that the entrepreneurial culture that has been fostered at Ceradyne since 1967 enhances our ability to develop innovative products for the markets that we serve.

Our Business Strategy

Our goal is to create value for our stockholders by profitably developing, manufacturing and selling advanced technical ceramic components to customers in existing and new markets where there is a need for new materials that will increase the efficiency, productivity and life of our customers’ end products. Key elements of our strategy for achieving this goal include:

Capitalizing on Opportunities in the Defense Market . The current geopolitical climate, terrorist threats and heightened international conflicts such as those in Iraq and Afghanistan, have been the primary factors driving demand for our defense products. Our defense marketing and sales efforts emphasize sales of ceramic body armor for military personnel to the U.S. government and, with the authorization of the U.S. government, to foreign allies of the United States. We also intend to expand our lightweight ceramic armor products to address additional body armor applications, such as enhanced combat helmets as well as new defense applications in vehicles, boats and aircraft.

Continuing to Increase our Non-Defense Revenue Base . We plan to continue to grow our non-defense customer base, primarily through promoting existing products to new customers, developing new products for new and existing customers and through strategic acquisitions. We focus on educating our current and potential customers on the advantages of our advanced technical ceramics compared to alternative solutions, and assisting them in developing advanced technical ceramic components for existing or new products and applications. Our technical and marketing staff educates our customers through direct sales visits, by preparing technical papers and product literature, and by participating in technical conferences, trade shows and exhibitions. Based on these efforts, we believe there is an opportunity to further expand the use of advanced technical ceramic products. For example, we are working with companies in the aluminum industry on utilizing ceramic materials in their next generation smelting production processes that have the potential to reduce the cost of producing aluminum. We also intend to further increase our customer, product and market base by converting certain advanced technical ceramics, originally developed for defense applications, to industrial and commercial applications. In addition to organically growing our product portfolio and market reach, we plan to continue to identify strategic acquisition opportunities that broaden our product lines within industrial and commercial markets. For example, a key strategic reason for our acquisitions of ESK Ceramics, the Boral ® product line, Minco, Inc., EaglePicher Boron, LLC. SemEquip, Inc., and VIOX Corporation, as well as the expansion of our operations into Canada and China, were to further increase our non-defense revenue base.

Our acquisition of SemEquip, Inc. in August 2008 is intended to allow us to broaden our participation and position us to participate in future semiconductor markets. SemEquip’s development of cluster molecules such as B 18 H 22 may be a key in the manufacture of next generation high current semiconductor devices. Our acquisition in June 2008 of certain assets and intellectual property related to heavy duty “stacked bearings” and bushings provides Ceradyne with a new product line of relatively large, rugged ceramic bearings and bushings. These components will be used in severe environments such as “downhole” oil drilling and submersible fluid handling pumps. Our acquisition of VIOX Corporation in January 2011 is intended to broaden our product offerings in the solar energy market. Manufacturers of polycrystalline silicon photovoltaic solar cells use VIOX’ specialty glass formulation to increase the energy efficiency of the solar wafer.

Identifying New Products and Markets . We intend to identify new products and markets to meet evolving customer requirements for high performance materials. Due to the special properties of the advanced technical ceramics we produce, we believe there are numerous applications and markets for such materials. Our research and development efforts have identified several new applications for advanced technical ceramics in both existing markets, such as the defense industry, and new markets, including the energy, metals production and chemical industries. Such new applications include lightweight ceramic armor for military vehicles, boats and aircraft; ceramic components that have the potential to facilitate extraction of oil from oil sands on a cost-effective basis; ceramic materials that have the potential to reduce significantly the cost of producing molten aluminum; chemical micro reactors, heat exchangers and hydraulic trim valves produced with our proprietary technology that have the potential to provide an economical substitute for steel in extreme environments; storage containers made with our boron carbide powder that have the potential to be used for long-term containment of nuclear waste from nuclear power plants; and small complicated ceramic components made using our injection molding technology that have the potential to be used as medical implants. We also expect to continue to benefit from the addition of ESK Ceramics’ expertise in ceramic powders and products, which has expanded the scope and scale of our product development efforts.

Investing to Improve our Gross Margins and Manufacturing Efficiencies . We focus on cost containment, productivity enhancements and manufacturing efficiencies as a means to drive earnings growth. We have implemented lean manufacturing initiatives, such as Demand Flow ® Technology and 5-S plus Safety in order to reduce inventories, scrap and queue times and to increase productivity. Additionally, we continue to evaluate opportunities to employ automation and dedicated work cells to expand our in-line production efficiency. We also continue to seek ways to reduce our manufacturing costs by evaluating opportunities to relocate or expand manufacturing operations within the United States as well as internationally. For example, in 2004, we began expanding our high energy-utilization manufacturing processes at our new Lexington, Kentucky facility, where the cost of electricity, which comprises a significant portion of our cost of product sales, is substantially lower than in California. We plan to evaluate strategic manufacturing relationships in international markets, including joint ventures or acquisitions, particularly in low cost manufacturing areas such as China. We completed the construction in June 2007, of a new approximately 98,000 square foot facility in Tianjin, China for the manufacture of ceramic crucibles which are used for melting silicon in the photovoltaic solar cell manufacturing process. We increased this capacity by constructing a second approximately 218,000 square foot facility in Tianjin, China for the manufacture of ceramic crucibles, which was completed in January 2011. We also plan to develop strategic relationships with other manufacturing companies or key customers whose expertise or financial resources can assist us in accomplishing our objectives. We initiated a major improvement to our data and information technology systems with the implementation of SAP enterprise software applications. It is our intention to integrate the use of SAP software throughout our Company with a target completion date of December 2012.

Market Applications and Products

Our products are sold into five principal markets or sectors of the economy: defense, industrial, energy, automotive/diesel and commercial. The following is a description of our principal products by market application:

Defense

Lightweight Ceramic Armor . We have developed and currently manufacture lightweight ceramic armor capable of protecting against threats as great as 12.7 millimeter armor piercing machine gun bullets. Compared to traditional steel armor plates, our ceramic armor systems offer weight savings as great as 40%. Using hot pressed Ceralloy ® ceramic, our armor plates are laminated with either Spectra Shield ® , Dyneema ® , Kevlar™, fiberglass, custom hybrid laminates or aluminum, and formed into a wide variety of shapes, structures and components. Initially, our manufactured ceramic armor was used principally for military helicopter crew seats and airframe panels. We are now also a major supplier of lightweight ceramic body armor for the U.S. military, and lightweight ceramic armor for military helicopters. We are also a supplier of armor systems for military vehicles.

ECH Helmets . We manufacture a new enhanced combat helmet (ECH) that offers over 35% improvement compared to existing helmets. By utilizing new thermoplastic UHMWPE (Ultra High Molecule Weight Poly Ethylene) materials with our proprietary Seamless Ballistic TM processing technique we offer a helmet with much improved ballistic performance at lighter weights.

Boron Carbide Powders . We manufacture boron carbide powder, which is the principal raw material used in the production of our lightweight ceramic body armor. Our ESK Ceramics subsidiary is one of the world’s leading manufacturers of this material. ESK Ceramics has been a supplier of boron carbide powder to us for over 30 years and periodically supplies our ceramic body armor competitors.

Missile Radomes (Nose Cones) . We manufacture conical shaped, precision machined ceramic radomes which are designed for the front end of defensive missiles. These radomes are used where missile velocities are high and operating environments are severe, and the thermal shock and erosion resistance, high strength and microwave transparency properties of advanced technical ceramics are required. Our ceramic radomes are used on the PAC-3 (Patriot Advanced Capability) missile and various future missile system prototypes.

Industrial

Fluid Handling/Wear Parts . We supply products made primarily of our EKasic ® silicon carbide, silicon nitride and boron carbide, which have excellent wear resistant properties, lightness, hardness, and can withstand extremely high temperatures. Products furnished are used in high performance pump seals, bearings for fluid handling, blast nozzles and chemical processing.

Boron Compounds and Metallurgy Ceramics . Boron nitride powders have excellent release properties and are highly resistant to wear and corrosion. These powders are used in the forming and bending of glass, as an additive in refractory materials, and as a lubricant for aluminum extrusion. Our silicon nitride products have excellent thermal shock resistance and temperature stability up to 2,200° Fahrenheit. These products are used for transportation of liquid aluminum, for use in low and high pressure casting and in liquid aluminum processes.

Evaporation Boats . Our evaporation boats are used in the metallization of various surfaces such as plastic, paper or glass. Metallization is a process based on the deposition of a metallic vapor under vacuum to coat a substrate surface with a thin layer of aluminum, zinc, copper or silver. The preferred metal for the metallizing process is aluminum. Evaporation boats have direct contact with highly corrosive molten metal alloys and are made out of a boron nitride/titanium diboride composite material. These products provide packaging manufacturers the ability to apply vaporized aluminum to packaging material that as a finished product helps to preserve and maintain the shelf life of food products.

Industrial Wear Components . Our industrial wear components are made primarily of our Ceralloy ® 147 sintered reaction bonded silicon nitride (SRBSN). These SRBSN ceramic components are generally incorporated in high wear areas of industrial machinery where severe abrasive conditions would otherwise wear out vital components. Our wear resistant parts are used to replace parts made of materials such as tungsten carbide or ceramics such as aluminum oxide. Applications include paper making equipment, abrasive blasting nozzles, metal cutting tool inserts as well as custom products.

Ceramic-Impregnated Dispenser Cathodes . We manufacture ceramic-impregnated dispenser cathodes for microwave tubes used in radar, satellite communications, electronic countermeasures and other applications. Dispenser cathodes, when heated, provide a stream of electrons which are magnetically focused into an electron beam. Microwave dispenser cathodes are primarily composed of a porous tungsten matrix impregnated with ceramic oxide compounds. The use of ceramic-impregnated cathodes reduces the amount of energy necessary to create a high level of electron emissions. Our ceramic-impregnated cathodes are also used in ion lasers and cathode ray tubes.

Tempered Glass Furnace Components and Metallurgical and Industrial Tooling . Fused silica ceramic does not, to any material extent, expand when heated or contract when cooled. This material is therefore used for industrial tooling components and molds where complicated shapes and dimensions are maintained over a wide range of temperatures. Such applications include forming and shaping titanium metal used in aircraft manufacture. Other applications take advantage of fused silica’s excellent thermal shock resistance and inertness when in contact with glass. We have the capability to make fused silica ceramic rollers up to 14 feet in length used in glass tempering furnaces.

Precision Ceramics . We manufacture a variety of hot pressed Ceralloy ® ceramic compositions that are precision diamond ground to exacting tolerances, primarily for microwave tube applications. The interior cavities of microwave tubes often require microwave absorbing ceramic components capable of operating at elevated temperatures and in high vacuums.

Boron Isotopes for Semiconductors . We produce the boron isotope 11 B, which is used in the semiconductor manufacturing process as an additive to semiconductor grade silicon as a “doping” agent and where ultra high purity boron is required. With our acquisition of SemEquip, Inc. in August 2008, we now produce the cluster boron molecule B 18 H 22 for next generation semiconductor devices.

Precision Investment Casting Products. We manufacture fused silica grains and powder products that are used in precision investment casting (PIC), a highly sophisticated manufacturing process used to make a wide range of precision dimensioned castings for a broad base of different industries. The process requires low expansion materials for one time use in the casting process. Our products include proprietary blends that reduce our customers’ cast and cycle time.

Energy

Fused Silica Ceramic Crucibles . We manufacture fused silica ceramic crucibles, or receptacles, which are used in the fabrication of polycrystalline silicon for photovoltaic solar cells that convert sunlight into electricity. These crucibles are designed to withstand high temperatures and thermal shock when in contact with molten silicon, without contaminating the melt. In 2008, we introduced a proprietary hard ceramic coating to line the crucible’s interior.

Boron Isotopes and Molecules for the Nuclear Industry. We enrich and manufacture the boron isotope 10 B which is a material that is used by the nuclear power industry. The 10 B isotope is critical to the safe operations of the U.S. nuclear power industry, waste storage, and the stability and safe-keeping of nuclear weapons.

Radioactive Waste Management . Boron carbide powder has a high cross-section for capturing neutrons, making it an ideal material for the management of radioactive nuclear waste from nuclear power plants. Typical applications include use in neutron absorbing parts, such as control rods in nuclear power plants, and nuclear shielding in the storage and transportation of nuclear waste materials. Our Boral ® product line, which consists of a rolled sheet containing a core of uniformly distributed boron carbide and aluminum particles that is enclosed within layers of pure aluminum, forms a solid and effective barrier for the storage of nuclear waste. We also produce the boron isotope 10 B. This isotope is a strong neutron absorber and is used for both nuclear waste containment and nuclear power plant neutron radiation critical control.

Sand Screens. We have developed and manufacture ceramic sand screens for heavy duty rugged ceramic screen for downhole oil and gas drilling. The unique designs are intended to extend the life of sand screen equipment by reducing premature failures during operations. The sand screens filter out sand, small particles and proppants during drilling operations.

Heavy Duty Bearings. In June 2008, we acquired the proprietary rights for a series of heavy duty rugged ceramic bearing components for downhole oil drilling and various water pump applications. The unique designs are intended to extend the life of drilling equipment by reducing premature failures during operations.

Specialty Glass Compounds. We have designed a series of proprietary glass compounds for solar cell surface paste coating used by photovoltaic cell manufacturers to improve the efficiency of their cells.

Automotive/Diesel

Wear-Resistant Functional and Frictional Coatings . We manufacture our EKagrip ® Foils for wear-resistant functional and frictional coatings for fastener applications utilizing entrapped hard particles, primarily diamonds. This product line increases the static friction coefficient, minimizes the effects of vibration and allows more economic and efficient designs of engines, particularly in the auto industry.

Diesel Engine Components . We have been manufacturing ceramic cam rollers for heavy-duty diesel engines since 1999, and now have production contracts to supply cam rollers to several major engine companies. We expect that sales of these cam rollers will begin to decline in 2013 when new U.S. environmental regulations take effect for off-highway applications. We also supply fuel system manufacturers with components for diesel fuel pumps. In addition, we are engaged in development projects with a number of other diesel engine and fuel pump systems manufacturers worldwide for various ceramic components.

Commercial

Ceramic Orthodontic Brackets . In orthodontics, to correct a patient’s tooth alignment, usually a small stainless steel bracket is attached to each tooth. These brackets provide a guide to the archwire, which is the wire that sets into each bracket. The cosmetic appearance of this metal is often considered unattractive. Together with 3M Unitek, we have developed a ceramic bracket which 3M Unitek markets to orthodontists under the brand names Clarity™ and Clarity SL™. The translucency of this ceramic bracket, together with the classic ceramic properties of hardness, chemical inertness and imperviousness, result in a cosmetic substitute for traditional stainless steel brackets. These brackets reveal the natural color of the patient’s teeth while performing the structural functions of traditional stainless steel brackets.

BORONEIGE ® Boron Nitride Powder . We manufacture and market to the cosmetic industry a very fine, white, silky, smooth powder called BORONEIGE ® , which is used as a base for a wide range of products including lipstick, eye shadow, facial creams, rouge and other related products.

Specialty glass compounds. We produce bioactive glass compounds used for bone growth, tooth strengthening and wound care.

Operating Segments and Facilities

We serve our markets through four segments with manufacturing facilities in several locations across the United States, one in Canada, two in China, one in Europe, and one in India. The following table includes a summary of our facilities and products comprising our four operating segments. For financial information concerning our segments, please refer to Note 8 of the Notes to Consolidated Financial Statements.

Operating Segment and Facility Location		Products

Ceradyne Advanced Ceramic Operations Costa Mesa and Irvine, California (1) Approximately 216,000 square feet		Defense Applications: • Lightweight ceramic armor • Enhanced combat helmets

Lexington, Kentucky (2) Approximately 150,000 square feet Wixom, Michigan (3) Approximately 29,000 square feet		Industrial Applications: • Ceralloy ® 147 SRBSN wear parts • Precision ceramics • Ceramic-impregnated dispenser cathodes for microwave tubes, lasers and cathode ray tubes
Salem, New Hampshire (4) Approximately 16,000 square feet Mountain Green, Utah (5) Approximately 18,000 square feet Bangalore, India (6) Approximately 21,000 square feet Seattle, Washington (7) Approximately 40,000 square feet		Energy Applications • Ceramic bearings and bushings • Specialty glass compounds for photovoltaic solar applications Automotive/Diesel Applications: • Ceralloy ® 147 SRBSN automotive/diesel engine parts Commercial Applications: • Ceramic orthodontic brackets • Components for medical devices • Specialty glass compounds for health care products

ESK Ceramics Kempten, Germany (8) Approximately 599,000 square feet		Defense Applications: • Boron carbide powders for body armor Industrial Applications: • Ceramic powders: boron carbide, boron nitride, titanium diboride, calcium hexaboride and zirconium diboride • Silicon carbide parts • Evaporation boats for the packaging industry • High performance fluid handling pump seals Automotive/Diesel Applications: • EKagrip ® functional and frictional coatings Commercial Applications: • BORONEIGE ® boron nitride powder for cosmetics Energy Applications: • PetroCeram ® sand filters • TETRABOR ® nuclear powders
Ceradyne Thermo Materials Scottdale and Clarkston, Georgia (9) Approximately 225,000 square feet Tianjin, China (10) Approximately 316,000 square feet Midway, Tennessee (11) Approximately 105,000 square feet		Defense Applications: • Missile radomes (nose cones) • High purity fused silica used to manufacture missile radomes (nose cones) Industrial Applications: • Glass tempering rolls • Metallurgical tooling • Castable and other fused silica products • Turbine components used in aerospace applications Energy Applications • Crucibles for photovoltaic solar cell applications • High purity fused silica used to manufacture crucibles

Boron

Quapaw, Oklahoma (12)

Approximately 128,000 square feet

Chicoutimi, Quebec, Canada (13)

Approximately 86,000 square feet

Energy Applications:

• Nuclear chemistry products for use in pressurized water reactors and boiling water reactors

• Radioactive containment for use in spent fuel transport and storage

• Burnable poisons for coating of uranium fuel pellets

• Boral® structural neutron absorbing materials

• Metal matrix composite structures

Industrial Applications:

• Cluster molecules such as B 18 H 22 for ion implantation for next generation

P-dopants

• Advanced ion source materials for the manufacture of logic and memory chips

(1)

We have leases on our facilities in Costa Mesa, California, aggregating approximately 99,000 square feet, all of which expire in October 2012, with an option to renew it for one additional year. We own our 40,000 square foot facility in Irvine, California. Also in Irvine, California, we lease a 76,000 square foot facility under a lease that expires in October 2012, with an option to renew it for one additional year.

(2)	We own two facilities, containing 35,000 square feet and 115,000 square feet, in Lexington, Kentucky.

(3)	We have a lease on our Wixom, Michigan facility which expires in April 2014.

(4)	We have a lease on our Salem, New Hampshire facility which expires in March 2015.

(5)	We have a lease on our Mountain Green, Utah facility which expires in March 2012. We do not intend to renew it. These operations will be transferred to our Salem, New Hampshire facility.

(6)	We have a lease on our Bangalore, India facility which expires in June 2014.

(7)	We have a lease on our Seattle, Washington facility which expires in December 2013.

(8)	We own our facility in Kempten, Germany, as well as the 28-acre property on which our facility is located.

(9)

We own an 85,000 square foot facility in Scottdale, Georgia, as well as the five-acre property on which our facility is located. We lease facilities totaling approximately 140,000 square feet in Clarkston, Georgia. The leases on two of these facilities expire in June 2013. We are currently in negotiations to extend the leases on the other facilities.

(10)	We own two facilities in Tianjin, China, one containing approximately 98,000 square feet, as well as the four-acre property on which our facility is located, and the second containing approximately 218,000 square feet, as well as the thirteen-acre property on which this facility is located.

(11)	We own our facility in Midway, Tennessee as well as the 40-acre property on which our facility is located.

(12)	We own our facility in Quapaw, Oklahoma as well as the 155-acre property on which our facility is located.

(13)	We own our facility in Chicoutimi, Quebec, Canada, as well as the seven-acre property on which our facility is located.

Sales, Marketing and Customers

Each of our four operating segments maintains a separate sales and marketing force promoting its individual products. As of December 31, 2011 we had 103 employees directly involved in sales and marketing, including 52 sales and marketing personnel located outside the United States. We also have agreements with manufacturers’ representatives in foreign countries who are compensated as a percent of sales in their territory. We distribute our principal products directly to our customers using our own sales force and independent manufacturers’ representatives. Sales to customers located outside the United States represented approximately 45.4% of our net sales in 2011, 51.7% in 2010, and 33.9% in 2009.

We continue to explore various domestic and international relationships to increase our sales and market penetration. We seek long-term relationships such as multi-year agreements or exclusive relationships with our customers to achieve a more consistent and predictable flow of orders and shipments.

We sell products and components to the U.S. government and government agencies, as well as to government contractors, original equipment manufacturers and to end users. The U.S. government and government agencies collectively represented approximately 37.6% of our net sales in 2011, 17.5% in 2010 and 40.8% in 2009. As of December 31, 2011 and 2010, there were no other external customers that accounted for 10% or more of our revenue.

We sell our translucent ceramic orthodontic brackets, commonly known as braces, only to 3M Unitek. Sales to 3M Unitek represented approximately 1.6% of our net sales in 2011, 2.1% in 2010 and 2.4% in 2009. In December 2005, we entered into a new supply agreement with 3M Unitek that expires in December 2013. This new agreement replaced our original, March 1986 joint development and supply agreement with 3M Unitek. 3M Unitek is a major manufacturer of stainless steel orthodontic brackets and, early in our relationship, shared with us the functional specifications and properties which ceramic brackets would be required to satisfy. With this information and our experience with translucent ceramics in defense applications, we developed, and in 1987 began manufacturing, translucent ceramic brackets. Under the original supply agreement, 3M Unitek was required to purchase ceramic orthodontic brackets exclusively from Ceradyne until September 2007. Under the terms of the new agreement, 3M Unitek will continue to purchase 100% of their Clarity and Transcend brand ceramic orthodontic product lines exclusively from us for as long as 3M Unitek continues to sell such products. The new agreement further stipulates that 3M Unitek must purchase from Ceradyne at least 50% of the ceramic orthodontic brackets 3M Unitek requires for next generation designs, which it introduced in 2007.

Manufacturing Processes

We employ a number of advanced technical ceramic manufacturing processes that enable us to deliver high quality products designed to meet specific customer requirements. The processes used to manufacture our principal products are described below.

Hot Pressing . Our hot pressing process is generally used to fabricate ceramic shapes for lightweight ceramic armor. We have designed and constructed induction heated furnaces capable of operating at temperatures exceeding 4,000°F in inert atmospheres at pressures up to 5,000 pounds per square inch. With this equipment, we can fabricate parts more than 26 inches in diameter, which is considered large for advanced technical ceramics. Using multiple cavity dies and special tooling, we can produce a number of parts in one furnace during a single heating and pressing cycle.

Our raw materials are fine powders procured from our ESK Ceramics subsidiary, as well as from several outside suppliers. After we process them, the powders are either loaded directly into the hot pressing molds or are shaped into pre-forms prior to loading into the hot pressing molds. The powders are placed in specially prepared graphite tooling, most of which we machine to shape. Heat and pressure are gradually applied to the desired level, carefully maintained and finally reduced. The furnace is then removed from the press and allowed to cool, permitting the press to be used with another furnace. For most products, this cycle takes approximately 20 hours. The resultant ceramic product generally has mechanical, chemical and electrical properties of a quality approaching theoretical limits. Almost all products, other than armor, are then finished by diamond grinding to meet precise dimensional specifications.

Ceramic Powders (Boron Carbide TETRABOR ® , Boron Nitride, Titanium Diboride, Calcium Hexaboride, Zirconium Diboride) . We purchase raw materials like carbon, boric acid and oxides from outside vendors. These raw materials are converted into the final formulation in large high temperature processes using an arc furnace. After the resultant material is cooled, it is broken down into fine particulates that are then purified through a chemical treatment. The next process is the production and classification of various grain sizes. The manufacturing processes result in a very high and consistent quality powder. The resulting finished ceramic powder products are used in a wide range of applications, such as ceramics and powders for abrasives, armor, neutron absorption and refractories.

Sintering and Reaction Bonding of Silicon Nitride (SRBSN) . The sintering of reaction bonded silicon nitride results in our Ceralloy ® 147 SRBSN, which is used in industrial and automotive/diesel applications. This SRBSN process begins with relatively inexpensive high purity elemental silicon (Si) powders, which contrasts sharply with some other competitors’ manufacturing techniques which start with relatively more expensive silicon nitride (Si 3 N 4 ) powders.

After additives are incorporated by milling and spray drying, the silicon powders are formed into shapes through conventional ceramic processing such as dry pressing. These shapes are then fired in a nitrogen atmosphere which converts the silicon part to a silicon nitride part. At this step (reaction bonding), the silicon nitride is pressure sintered in an inert atmosphere increasing the strength of the component threefold. As a result of SRBSN processing, the ceramic crystals grow in an intertwining “needle-like” fashion which we have named NeedleLok™. The NeedleLok™ structure results in a strong, tough, high fracture energy part. This process can be used to produce extremely high production volumes of parts due to the use of conventional pressing processes.

Manufacture of Translucent Ceramics (Transtar ® ) . We produce translucent aluminum oxide (Transtar ® ) components primarily for use as orthodontic ceramic brackets. We purchase the high purity powders from outside vendors and process them using dedicated conventional ceramic mechanical dry presses. The formed blanks are then fired in a segregated furnace in a hydrogen atmosphere at over 3,000°F until the ceramics enter into a mechanically strong, translucent condition. These fired translucent brackets then have certain critical features diamond ground into them. The next step is a proprietary treatment of the bonding side in order to permit a sound mechanical seal when bound to the patient’s teeth. In the final step we furnace braze a stainless steel channel into each archwire slot which has been previously diamond ground into the bracket.

Functional Coatings (Surface Engineered) . Our functional coatings are formed by the deposition of hard particles, primarily diamonds, in a nickel layer on steel, aluminum or titanium. We purchase the hard particles—sized between nanometers and 60µm—from outside vendors and customize these raw materials through chemical treatment. Before being coated, the metal parts are chemically cleaned and deburred. The final product is manufactured by an electroless nickel coating process with simultaneous embedding of hard particle grains. The final step is the hardening of the nickel surface by a heat treatment process up to 660°F.

Evaporation Boats (LaserMet ® , DiMet ® , TriMet ® , FlashMet ® ) . Evaporation boats are ceramic sintered parts consisting of titanium diboride/boron nitride and other nitride compositions for our TriMet ® product. These components, in the form of ceramic powders, are milled and conditioned. The key forming process is hot pressing, which results in solid sintered billets. From these sintered billets, the evaporation boats are machined with proprietary processes to various types and shapes.

Sintered Parts . For the production of sintered parts, we either buy raw materials like silicon carbide from outside vendors or use our own ceramic powders. With our specific developed processes, we condition the ceramic powders by incorporating additives, milling, and spray drying into ready-to-press powders. We then utilize the processing steps of forming, green machining, sintering and final machining as the materials are transformed into various shapes. We utilize a broad range of technological processes and equipment to accomplish this. Examples of these processes include cold isostatic pressing, axial dry pressing, injection molding, extrusion molding, pressure sintering, hot pressing, hot isostatic pressing and pressureless sintering.

Diamond Grinding . Many of our advanced technical ceramic products must be finished by diamond grinding because of their extreme hardness. Our finished components typically are machined to tolerances of ±.001 inch and occasionally are machined to tolerances up to ±.0001 inch. To a very limited extent, we also perform diamond grinding services for customers independent of our other manufacturing processes to specifications provided by the customer. Our diamond grinding facilities can perform surface grinding, diameter grinding, ultrasonic diamond grinding, diamond lapping, diamond slicing and honing. The equipment includes manual, automatic and computer numerically controlled, or CNC, grinders. We have specially adapted the CNC grinders for precision grinding of ceramic contours to exacting tolerances.

Sintering of Fused Silica Ceramics . Sintering of fused silica ceramics is the process we use to fabricate fused silica ceramic shapes for applications in crucibles for use in the manufacturing of photovoltaic solar cells, metallurgical tooling, missile radomes (nose cones) and other industrial uses. To fabricate fused silica ceramic shapes, fused silica powders are made into unfired shapes through slip casting or other ceramic forming processes. These unfired “green” shapes are fired at temperatures up to 2,500°F. The final shapes are often marketed in the “as fired” condition or, in some cases, precision diamond ground to achieve specific dimensional tolerances or surface finishes required by certain customers.

Injection Molding . Certain markets, like medical device components, require ceramic shapes that are small, highly configured and held to tight dimensional tolerances. Many of these can only be produced by the injection molding process. At the present time these powders tend to be oxide ceramics, primarily zirconia, alumina and/or blends thereof that we mix in house. The ceramic powder is then blended with organic ingredients that constitute a proprietary binder system. The resultant feedstock allows us to process the material through a standard injection-molding machine into a precision mold designed by us.

Boron Carbide and Aluminum Metal Matrix Composites . For the production of metal matrix composite materials, we hot press relatively large ingots of aluminum and boron carbide. These ingots are subsequently either extruded or rolled and then cut into the final configuration. For the production of Boral ® , we acquire an extruded aluminum material into which we place a proprietary mixture of aluminum and boron carbide powder. We roll this material into thin sheets of shield material, which can then be cut into numerous sizes.

Boron Isotopes. We use gravity to separate natural boron material into the two isotopes of boron, 10 B and 11 B through the use of a large tower. We then convert these isotopes into specific molecules requested by our customers, such as boric acid, zirconium diboride, boron trifluoride or boron metal. We employ a broad range of technological equipment and processes to produce the isotopically enriched molecule of choice.

High Purity Fused Silica . To produce our fused silica powder products, we melt washed quartz sand into large ingots using an electric arc melting process and then crush the ingots into powder products using various crushing, grinding, milling, and size separation equipment. The melting process transforms the quartz raw material into fused silica glass. The phase transformation that occurs during the melting process results in a finished product whose thermal expansion is much less than that of the quartz sand raw material.

Raw Materials

The starting raw materials for our manufacturing operations are generally fine, synthetic powders available from several domestic and foreign sources, including our subsidiary, ESK Ceramics. ESK Ceramics supplied 704 tons of boron carbide powder and silicon carbide to us in 2011, 340 tons in 2010 and 670 tons in 2009. We have owned ESK Ceramics since August 23, 2004. Our Minco, Inc. subsidiary, which we acquired on July 10, 2007, supplies us with high purity fused silica powders. Other raw materials, such as the backing material for ceramic armor, graphite, and metal components are readily available from several commercial sources.

Quality Control

We make our products to a number of exacting specifications. In order to meet both internal quality criteria and customer requirements, we implement a number of quality assurance programs such as in-process statistical process control (SPC). We implement these quality programs separately at each of our manufacturing locations and in different ways depending on the processes. The results of these well deployed programs assist us in understanding and predicting limited exposure to non-conforming products.

Our Advanced Ceramic Operations, ESK Ceramics, Boron Products, Minco and Thermo Materials facilities have received ISO 9001 Certification. Semicon Associates and SemEquip, Inc. are ISO 9000 compliant.

Engineering and Research

Our engineering and research efforts consist of application engineering in response to customer requirements, in addition to new materials and product development aimed at creating demand for new products. Our efforts create new products, modify existing products to fit specific customer needs and result in developing enhanced ceramic processes.

We allocate costs associated with application engineering and research between cost of product sales and research and development expense. Application engineering efforts devoted to specific customer orders generally are recognized as cost of product sales, while the balance of engineering and research costs is included in research and development and expensed as incurred. Our research and development expenses were approximately $12.4 million in 2011, $11.7 million in 2010, and $12.3 million in 2009.

Competition

Our products compete with advanced technical ceramic products and powders from other companies, as well as with high strength steel alloys and plastic products. When competing with other advanced technical ceramic products and powders, we believe the principal competitive factors are manufacturing capacity and the ability to deliver products, price, product performance, material specifications, application engineering capabilities, customer support and reputation. Some of our competitors include ArmorWorks, The Protective Group, Ceramtec, the Armor Holdings and Cercom subsidiaries of BAE Systems, CoorsTek, Denka, Momentive Performance Materials, Hitachi, HC Starck, Kyocera’s Industrial Ceramics Group, Morgan, Saint Gobain, Kennametal, Spectra-Mat, UK Abrasives, Vesuvius, C-E Minerals, NHTC, Holtec, Nukem and General Electric. Many of our current or potential competitors have greater financial, marketing and technical resources than we do. We cannot guarantee that we will be able to compete successfully against our current or future competitors. If we fail to compete successfully, there could be material adverse effects on our business, financial condition and results of operations. In many applications we also compete with manufacturers of non-ceramic materials. When competing with high strength steel alloys and plastic products, we may not be able to compete effectively when price is a primary consideration, because our products are typically more expensive as a result of higher manufacturing costs associated with the production of advanced technical ceramics.

Backlog

We record an item as backlog when we receive a contract, purchase order or other notification indicating the number of units to be purchased, the purchase price, specifications, delivery requirements and other customary terms and conditions. Our backlog was approximately $284.9 million as of December 31, 2011 and approximately $185.8 million as of December 31, 2010. We expect that substantially all of our backlog as of December 31, 2011 will be shipped during 2012.

Patents, Licenses and Trademarks

We rely primarily on trade secrecy to protect compositions and processes that we believe are proprietary. In certain cases, the disclosure of information concerning such compositions or processes in issuing a patent could be competitively disadvantageous. However, our management believes that patents are important for technologies where trade secrecy alone is not a reliable source of protection. Accordingly, we have applied for, or have been granted, several U.S. patents relating to compositions, products or processes that our management believes are proprietary, including lightweight ceramic armor.

We have been issued two U.S. patents relating to translucent ceramics for orthodontic brackets. The first of these two patents expired in September 2007, and the second patent expires in October 2013. We co-invented and co-own these patents with 3M Unitek. Together with 3M Unitek, we have granted licenses to companies whose ceramic orthodontic brackets infringe our joint patents. These companies pay both of us royalties based on sales of their orthodontic ceramic brackets for the remaining life of the patents.

In addition to the above, we have been issued 61 U.S. patents, 140 foreign patents and have 138 patents pending and have applied for corresponding foreign patents in various foreign countries. Of the number of patents indicated above, our ESK Ceramics subsidiary has 10 U.S. patents pending and 48 foreign patents pending, and our SemEquip subsidiary has 37 U.S. patents and 22 U.S. patents pending, as well as corresponding issued and pending patents in several foreign countries. The proprietary coarse grained silicon carbide materials, including silicon carbide materials with graphite inclusions, are protected by patents in Europe, the United States, Canada and Japan. These patents expire in 2017. Other patents also relate to sintered silicon carbide materials, the earliest expiring in 2014. Another patent for evaporation boats has been issued in Europe, the United States, Canada and Japan. This patent expires in 2019. Other patents relate to Ekagrip ® friction enhancing coatings, the earliest expiring in 2018. Other patents relate to titanium diboride materials, boron nitride materials and coatings and composite ceramic materials.

The patents issued to our SemEquip subsidiary relate to its ion source and method of making semiconductor devices. SemEquip's pending patent applications relate to its ion source, semiconductor devices and synthesis of the molecular cluster source feed material, octadecaborane, B 18 H 22 , used in its ion source.

The patents we acquired from Diaphorm Technologies, LLC in June 2009 include the apparatus and methods for producing helmets.

“Ceralloy ® ,” the name of our technical ceramics, “Ceradyne ® ” and the Ceradyne logo, comprising the stylized letters “CD ® ,” are our major trademarks registered in the United States and various foreign countries. We also have other trademarks, including “Transtar ® ,” “Semicon ® ,” “Thermo ® ,” “Defender ® ,” “NeedleLok ® ,” “Thermo-Sil ® ,” “BORAL ® ,” “BoroBond ® ,” “BorAluminum ® ,” “BORTEC™,” “Mohawk™,” “Design (Defender) ® , ” “R.A.D.A.R. ™,” and “Ramtech ® ”. The ESK Ceramics logo, and ESK Ceramics’ major product trademarks, including “TETRABOR ® ”, “EKasic ® ”, “DiMet ® ”, “TriMet ® ”, “MYCROSINT ® ”, “EKagrip ® ”, “BORONID ® ”, PetroCeram ® , “EKamold ® ”, “LaserMet ® ”, “EllipsoMet ® ”, “EKatherm ® ”, “BORONEIGE ® ” and “EKathemis ® ”are registered in Germany and many countries worldwide. The Minco logo, consisting of an ingot design featuring the word “Minco” in the center of the ingot, is registered in the United States. “SEMEQUIP ® ”, “CLUSTERION ® ”, “CLUSTERCARBON ® ”, and “CLUSTERBORON ® ”, are registered trademarks in the United States; “CLUSTERION ® ” is also registered in Taiwan and China; and “CLUSTERBORON ® ” is also registered in Japan, South Korea and Taiwan and China. “Diaphorm ® ” and “Fiber-Tuned ® ” are registered trademarks in the United States and “Seamless Ballistic ® ” is registered in the United States, Madrid and Singapore and pending registration has been applied for in many countries worldwide. “Max Pro-Armor”, Application Number 77/306,318 has been allowed. PetroCeram ® , the trademark for our products marketed to the oil and natural gas exploration industry, is registered in the U.S., Saudi Arabia, Russia, Iran, China, Canada, UAE, Norway, Algeria and the European Union.

Employees

As of December 31, 2011 we had 2,112, employees, including 148 employees with undergraduate or graduate degrees in ceramic engineering or related sciences. Of these total employees, 1,595 were in manufacturing, 212 were in engineering and research, 103 were in sales and marketing, and 177 were in general management, finance and administration. We also use temporary labor in some of our production operations. We generally consider our relationship with employees to be excellent. None of our U.S.-based employees are represented by labor unions. The employees of ESK Ceramics have elected a work council, an entity which represents employees and is entitled to information and co-determination rights under German law. We consider our relationship with the work council to be good.

Availability of SEC Filings

We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. You can read our SEC filings over the Internet at the SEC’s website at http://www.sec.gov. We also make our SEC filings available free of charge through our Internet website as soon as reasonably practicable after we electronically file them with, or furnish them to, the SEC. Our website address is www.ceradyne.com. The reference to our website address does not constitute incorporation by reference into this report of the information contained at that site.

EXECUTIVE OFFICERS OF CERADYNE

Our executive officers and their ages as of February 16, 2012 are as follows:

Name	Age		Position
Joel P. Moskowitz		72	Chairman of the Board, Chief Executive Officer and President

David P. Reed		57	Vice President, and President of North American Operations and Assistant Corporate Secretary

Jerrold J. Pellizzon		58	Chief Financial Officer and Corporate Secretary

Thomas Jüngling		48	Vice President, and President of ESK Ceramics

Bruce R. Lockhart		49	Vice President, and President of Thermo Materials

Jeffrey J. Waldal		47	Vice President, and President of Semicon Associates

Thomas A. Cole		65	Vice President, Business Development

Terry M. Hart		55	Vice President, Human Resources

Joel P. Moskowitz co-founded our predecessor company in 1967. He served as our President from 1974 until January 1987, and has served as our President since September 1987. In addition, Mr. Moskowitz has served as our Chairman of the Board and Chief Executive Officer since 1983. Mr. Moskowitz currently serves on the Board of Trustees of Alfred University. Mr. Moskowitz obtained a B.S. in Ceramic Engineering from Alfred University in 1961 and an M.B.A. from the University of Southern California in 1967.

David P. Reed joined us in November 1983, and has served as a Vice President since January 1988. In February 2005, Mr. Reed was appointed to the newly created position of President of North American Operations, with responsibility for all the company’s business units located in North America. Mr. Reed’s focus has been and will continue to be on lightweight ceramic armor systems. Prior to joining us, Mr. Reed served as Manager, Process Engineering for the Industrial Ceramic Division of Norton Co. from 1980 to 1983. Mr. Reed obtained a B.S. in Ceramic Engineering from Alfred University in 1976 and an M.S. in Ceramic Engineering from the University of Illinois in 1977.

Jerrold J. Pellizzon joined us in September 2002 and serves as our Chief Financial Officer and Corporate Secretary. Prior to joining us, Mr. Pellizzon was Chief Executive Officer of DrSoy Nutrition, Inc., a developer of soy protein based food products, from 2000 until 2002. From 1994 through 2000, Mr. Pellizzon served as Chief Operating Officer and Chief Financial Officer of Met-Rx Substrate Technologies. From 1984 to 1993, Mr. Pellizzon was Chief Financial Officer for Breton Construction, Inc., and served on their executive committee and board of directors. Prior to 1984, Mr. Pellizzon held executive and management positions at Duke Timber Construction/Tobin Steel Company and was employed as a C.P.A. in public accounting. Mr. Pellizzon obtained his B.S. in Economics from UCLA in 1975.

Thomas Jüngling joined us in July 2005 as Director of Business Development and Technology Integration and has served as Chief Technology Officer since January 2006. In September 2007, Mr. Jüngling was promoted to President of our ESK Ceramics subsidiary, and he was appointed a Vice President of Ceradyne in December 2007. Prior to joining us, Mr. Juengling was Business Unit Manager at Inovan GmbH & Co. KG, Germany. From 1996 to 2004, Mr. Jüngling held various positions at Elektroschmelzwerk, Kempten GmbH (ESK Ceramics) and Wacker-Chemie GmbH, Germany. Mr. Jüngling obtained his Diploma in Mechanical Engineering in 1988 and his PhD in Engineering (Material Science) in 1992, both from the University of Karlsruhe, Germany.

Bruce R. Lockhart joined our Thermo Materials division as its President in September of 2001, and was appointed a Vice President of Ceradyne in February 2003. Prior to joining us, Mr. Lockhart had 16 years of varied experience in the ceramic industry, the majority of which was with Thermal Ceramics Inc., a provider of products for engineered heat management solutions. Mr. Lockhart received a B.S. in Ceramic Engineering from Clemson University in 1985 and an M.B.A. from Clemson University in 1990.

Jeffrey J. Waldal joined our Semicon Associates division in 1995 as a quality manager, and was promoted to manufacturing manager in 1997 and to President of Semicon in 1999. Mr. Waldal was elected as a Vice President in February 2003. He is currently responsible for the operations, finances and marketing at Semicon Associates. Mr. Waldal began his career as senior materials technician at United Technologies—Pratt & Whitney Aircraft. He was employed for eight years at Ladish Company, Inc. as quality supervisor and quality manager. Mr. Waldal currently serves on the board of directors as Chairman for Kentucky Manufacturing Assistance Center and is a member of the University of Kentucky College of Engineering Dean’s Advisory Council. Mr. Waldal obtained a degree in Non-Destructive Testing from Hutchinson Technology Institute in 1984, a B.A. in Business Management from the University of Kentucky in 1995, and an M.B.A. from Eastern Kentucky University in 1998.

Thomas A. Cole joined Ceradyne when we acquired Minco, Inc. in July 2007. He had been serving as Minco's President and Chief Executive Officer since 2000. He was appointed Ceradyne's Vice President of Business Development in March 2008. Mr. Cole's early career was with Corning Inc. for 17 years in various manufacturing and operating roles mostly in technical ceramics and advanced refractories. He left Corning in 1987 when he participated in a buyout of Corning’s Corhart Refractories Division and since then was engaged in fixing troubled businesses and selling them. He successfully completed the cycle with seven companies over the last twenty years before joining Ceradyne. Mr. Cole received a B.S. from the College of Ceramics at Alfred University in 1969 and an M.B.A. from the University of Buffalo in 1971.

Terry M. Hart joined Ceradyne in 1998 as manager, Human Resources and was promoted to Director of Human Resources in 2007 and subsequently to Corporate Vice President in 2010. She is currently responsible for all Human Resource functions. Ms. Hart began her career as a workers compensation/payroll administrator at Sears for eight years. She continued as a payroll/personnel administrator at C.A.R.E. Systems, Inc. and was employed there for three years. She was employed for six years at Lockheed-Martin as manager, Human Resources/Payroll and Administrative Services. She was employed for three years at PCI as manager, Human Resources. Ms. Hart obtained a certificate of Human Resources Management from the University of California, Irvine in 1992, and attended the California State University, Fullerton in 1998 with an emphasis in Business Administration.

Our officers are appointed by and serve at the discretion of our Board of Directors.

ITEM 1A. RISK FACTORS

This Annual Report on Form 10-K contains forward-looking statements, as described at page 3 of this report under the caption “Note Regarding Forward-Looking Statements.” We believe that the risks described below are the most important factors which may cause our actual future results of operations to differ materially from the results projected in the forward-looking statements.

Risks Related to Our Business

A substantial portion of our revenues is derived from the sale of defense related products, primarily ceramic body armor. If demand for ceramic body armor declines, if federal budget appropriations involving our products are reduced, if we fail to obtain new government contracts or delivery orders under existing contracts, or if existing government contracts or orders are cancelled, our revenues, profit and cash flow will be materially and adversely affected.

In recent years, a substantial portion of our revenues has been derived from the sale of defense related products, particularly ceramic body armor, either directly or indirectly to the U.S. government. The sale of defense related products represented 39.4% of our revenues in 2011, 29.1% in 2010 and 49.6% in 2009. We anticipate that a substantial portion of our revenues for the foreseeable future will continue to come from sales of defense related products. Our dependence on defense related business, and on sales of ceramic armor in particular, entails several risks, including those described below.

Our defense business is highly sensitive to changes in national and international defense and budget priorities. For example, in the years 2003 through 2007, our revenues from the sale of ceramic body armor increased significantly due to the U.S. military’s acceleration of its program to equip its soldiers with ceramic body armor systems, in part, because of the war in Iraq. In 2008, however, demand for ceramic body armor began to decline due in part to the reduction in hostilities in Iraq and because most combat troops were already equipped with the current generation of ceramic body armor, known as ESAPI. The outlook for ceramic body armor in 2012 is favorable because in September 2011, we were awarded a three-year ID/IQ contract for ESAPI ceramic armor plates from Defense Logistics Agency Troop Support group with a first year order for 300,000 ESAPI. The outlook beyond 2012 is uncertain for several reasons, including uncertainty regarding the rate at which U.S. troops will be withdrawn from Afghanistan, and the rate at which the U.S. military will proceed with implementing the next ballistic threat generation of ceramic body armor plates, known as XSAPI (discussed further below) or a generation that will be lighter than the current version. Demand for ceramic body armor could decline further from 2012 levels for a variety of reasons, including a lessening of conflicts in the Middle East and other high risk areas, or a reduction in U.S. defense budget appropriations. If that were to occur, our revenues from the sale of defense related products would be reduced and our profit and cash flow could be materially and adversely affected.

Many defense contracts are awarded in an open competitive bidding process, and our past success in winning government contracts does not guarantee that we will win any new contracts in the future. Our success depends upon our ability to successfully compete for and retain such government contracts. If we, or if prime contractors for which we are a subcontractor, fail to win any future bids, or if we are unable to replace business lost upon cancellation, expiration or completion of a contract, our revenues, profit and cash flow from the sale of defense related products would be reduced.

Moreover, government contracts typically may be cancelled by the government at any time without penalty, other than our right to be reimbursed for certain expenses and inventory. If the U.S. government were to cancel any of our government contracts, our revenues, profit and cash flow would be reduced.

In October 2008, we were awarded an Indefinite Delivery/Indefinite Quantity (ID/IQ) contract by the U.S. Army for the next ballistic threat generation of ceramic body armor plates, known as XSAPI, as well as for the current generation of ESAPI plates. This five-year contract has a maximum value of $2.3 billion. However, we anticipate that the government will order either XSAPI or ESAPI, but not both. Therefore, the total amount of this ID/IQ award likely will not exceed $1.1 billion over the life of the contract. One of our competitors was awarded a similar ID/IQ contract. We expect that government orders under these contracts will be split among ourselves and our competitor, so our sales under our contract will likely be less than the $1.1 billion possible total amount.

Moreover, we believe we will not receive significant additional delivery orders for XSAPI as the U.S. has shown more interest in procuring body armor that weighs less than the current ESAPI and XSAPI body armor inserts while being able to defeat similar ballistic threats. We are currently developing ESAPI and XSAPI designs that weigh 10% to 15% less than the current designs and will offer these to the U.S. Army and other Department of Defense users once these designs meet the current requirements. There is no assurance that we will be successful with these lighter weight designs.

For the next several quarters, demand for ceramic body armor is likely to be the most significant factor affecting our sales.

Although we believe that demand for ceramic body armor will continue for many years, the quantity and timing of government orders depends on a number of factors outside of our control, such as the amount of U.S. defense budget appropriations, positions and strategies of the current U.S. government, the level of international conflicts and the deployment of armed forces. Our future level of sales of ceramic body armor will depend on our ability to successfully compete for and retain this business.

If we are not successful in obtaining and retaining sufficient new body armor business to keep our manufacturing capacity utilized, we may be required to record impairment charges for the reduction in value of our fixed assets devoted to manufacturing body armor. If this were to occur, our earnings would be reduced in the period we incur the impairment charge.

If the performance requirements for ceramic body armor are modified by the U.S. military, we may incur delays or additional costs to change the design of our product, or we may not be able to satisfy the new requirements with our existing ceramic materials and processes. If this were to occur, our costs could increase and our revenues, profit and cash flow would decline.

The ceramic body armor we manufacture must comply with stringent performance specifications established by the U.S. military, such as weight and the level of ballistic protection it must provide, and these specifications may be modified by the military in new procurements, as well as under existing contracts. For example, during the quarter ended March 31, 2005, the U.S. military directed us to modify the specifications of the lightweight ceramic body armor that we had been manufacturing, from the version commonly referred to as SAPI (small arms protective insert), to a revised requirement commonly referred to as ESAPI (enhanced small arms protective insert). The revised requirement is more difficult to manufacture than the SAPI version. The change to this new design resulted in production delays and increased costs to us during the first quarter of 2005 as we developed new designs to meet the revised requirement and experienced manufacturing inefficiencies. In the future, the U.S. military may make additional changes to the performance requirements for body armor, and we may experience delays or additional costs to satisfy the new requirements, or we may be unable to meet the new requirements at all with our existing ceramic materials and processes. If this were to occur, our revenues from ceramic body armor would decline and our profitability would suffer.

If demand for our products declines, we may have inefficient or under-utilized capacity, and our gross margins, profit and cash flow may suffer.

In response to the increased demand for ceramic body armor for military personnel and cam rollers for diesel engines, as well as our other products, we added significant manufacturing capacity since early 2002.

Demand for our products, particularly ceramic armor and cam rollers, may not remain at levels sufficient to utilize all of our manufacturing capacity. Much of our manufacturing facilities and production equipment, such as our furnaces and hot presses, are special purpose in nature and cannot be adapted easily to make other products. Also, a substantial amount of the boron carbide powder produced by ESK Ceramics is currently used by us and our competitors to make ceramic body armor. If the demand for ceramic body armor declines substantially from current levels, ESK Ceramics may have significant under-utilized capacity for boron carbide powder. Therefore, a substantial decline in demand for our ceramic body armor or cam rollers could result in significant excess manufacturing capacity, which would result in under absorption of overhead expense and reduced profit, and we may be required to record impairment charges for the reduction in value of our fixed assets devoted to manufacturing these products. If this were to occur, our earnings would be reduced in the period we incur the impairment charge.

We have been manufacturing ceramic cam rollers for heavy-duty diesel engines since 1999, and now have production contracts to supply cam rollers to several major engine companies. We expect that sales of these cam rollers will begin to decline in 2013 when new U.S. environmental regulations take effect for off-highway applications. Additionally the costs to produce cam rollers has increased over the years, one reason being the decline in sales. However in 2010 several efforts were successfully made to increase pricing of these components.

If we fail to increase our non-defense revenue, and if the demand for ceramic body armor decreases, our revenues, profit and cash flow will be materially and adversely affected.

In 2011, 39.4% of our revenues were from sales of defense-related products. Because our dependence on defense-related products exposes us to significant risks, part of our business strategy is to continue to increase our non-defense revenue base by identifying new products and markets for our advanced technical ceramics, and by increasing sales to our existing non-defense customers. Our ability to execute this strategy successfully depends, in part, on our ability to increase market acceptance of our advanced technical ceramics as a replacement for materials such as metals, plastics and traditional ceramics. While advanced technical ceramics have certain advantages over other materials, such as the ability to withstand extremely high temperatures and combining hardness with light weight, they are more expensive to produce. As a result, the market for advanced technical ceramic products may be limited to high-end applications where price is not a critical competitive factor, where the characteristics of advanced technical ceramics may justify the higher costs compared to other materials or where other materials are not suitable. Due to these limitations on the market for advanced technical ceramics, the market for our products may not grow as we anticipate and we may not be able to increase our non-defense revenue base. If we are unable to execute this strategy, and if the demand for ceramic body armor decreases, our revenues, profit and cash flow will be materially and adversely affected.

A significant reduction or elimination of government subsidies and economic incentives or change in government policies may have a material adverse effect on our ceramic crucible business and prospects.

Our ceramic crucibles are used by several photovoltaic cell manufacturers for melting silicon in order to produce polycrystalline silicon wafers used in photovoltaic solar cells. Demand for our ceramic crucibles depends substantially on government incentives aimed to promote greater use of solar power. In many countries in which we currently sell our ceramic crucibles, the solar power markets, particularly the market of on-grid photovoltaic solar systems, would not be commercially viable without government incentives. This is because the cost of generating electricity from solar power currently exceeds, and we believe will continue to exceed for the foreseeable future, the costs of generating electricity from conventional or non-solar renewable energy sources. The scope of the government incentives for solar power depends, to a large extent, on political and policy developments relating to environmental concerns in a given country, which could lead to a significant reduction in or a discontinuation of the support for renewable energies in those countries. Federal, state and local governmental bodies in many of our customers’ key markets, most notably Germany, Italy, Spain, the United States, France, South Korea, Taiwan, India, Japan and China have provided subsidies and economic incentives in the form of rebates, tax credits and other incentives to end users, distributors, system integrators and manufacturers of solar power products to promote the use of solar energy in on-grid applications and to reduce dependency on other forms of energy. Policy shifts could reduce or eliminate these government economic incentives altogether. If that were to occur, sales of our ceramic crucibles could decline substantially.

Growth in our operations may strain our resources, and if we fail to successfully manage potential future growth, we could incur higher operating costs and delays in the production of our products, which could result in reduced revenues, profit and cash flow.

The introduction of new products and recent acquisitions of other businesses, are placing, and will continue to place, a significant strain on our operational, financial and managerial resources and personnel. To effectively manage potential future growth, we must continue to:

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add manufacturing capacity and personnel;

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implement and improve our operational, financial and management information systems;

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develop the management skills of our managers and supervisors;

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add new management personnel; and

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train, motivate and manage our employees.

Any failure to effectively manage growth could result in increased operating costs and delays in the development and production of our products. If this occurs, our revenues, profit and cash flow could decline.

We may generate less profit than expected or even lose money on our fixed price government contracts.

Most of our government contracts provide for a predetermined, fixed price for the products we sell regardless of the costs we incur. When making proposals for fixed-price contracts, we must rely on our ability to accurately estimate our costs and ability to manufacture and deliver the products on time and at a reasonable profit. Our actual production costs may, however, exceed forecasts due to unanticipated delays or increased cost of materials, components, labor, capital equipment or other factors. As a result, we may incur losses on fixed price contracts that we had expected to be profitable, or such contracts may be less profitable than we expected, which could have a material adverse effect on our business, financial condition and results of operations.

Our business is subject to various laws and regulations favoring the U.S. government’s contractual position, and our failure to comply with such laws and regulations could harm our operating results and prospects.

As a contractor to the U.S. government, we must comply with laws and regulations relating to the formation, administration and performance of federal government contracts that affect how we do business with our customers and may impose added costs on our business. These rules generally favor the U.S. government’s contractual position. For example, these regulations and laws include provisions that allow unsuccessful bidders to protest or challenge contracts we have been awarded, and allow the government to unilaterally terminate, reduce or modify our government contracts.

The accuracy and appropriateness of certain costs and expenses used to substantiate our direct and indirect costs for the U.S. government under fixed-price contracts are subject to extensive regulation and audit by the Defense Contract Audit Agency, an agency of the U.S. Department of Defense. Responding to governmental audits, inquiries or investigations may involve significant expense and divert management’s attention. Our failure to comply with these or other laws and regulations could result in contract termination, suspension or debarment from contracting with the federal government, civil fines and damages and criminal prosecution and penalties. Any of these consequences could have a material adverse effect on our business, financial condition, results of operations and liquidity.

We currently depend entirely on 3M Unitek for sales of our ceramic orthodontic brackets. If we are unable to maintain our existing level of business with 3M Unitek our revenues, profit and cash flow from this product line will decline.

We sell our ceramic orthodontic brackets exclusively to 3M Unitek under a supply agreement with 3M Unitek that expires in December 2013. Under the terms of this agreement, 3M Unitek is required to purchase their Clarity and Transcend brand ceramic orthodontic product lines exclusively from us for as long as 3M Unitek continues to sell those products. This agreement further stipulates that 3M Unitek must purchase from Ceradyne at least 50% of the ceramic orthodontic brackets 3M Unitek requires for next generation designs, which it introduced in 2007. Except under limited circumstances, Ceradyne is not permitted to sell ceramic orthodontic brackets to any other customers under this agreement. As a result of our agreement with 3M Unitek, our revenue from ceramic orthodontic brackets is dependent entirely upon 3M Unitek. 3M Unitek also offers traditional stainless steel orthodontic brackets. We cannot guarantee that 3M Unitek will devote substantial marketing efforts to the sale of our ceramic orthodontic brackets, or that 3M Unitek will not reassess its commitment to our product. If 3M Unitek fails to actively market our ceramic orthodontic brackets or decides to promote a competing product over ours, this could cause the sales of our ceramic orthodontic brackets to decline.

Moreover, the first of our two patents for our ceramic orthodontic brackets, which we jointly own with 3M Unitek, expired in September 2007; the second one expires in October 2013. Consequently, we may not be able to prevent third parties from manufacturing and selling competitive ceramic orthodontic brackets. Ceramic orthodontic brackets manufactured and sold by third parties may be less expensive than ours and may cause sales of our ceramic orthodontic brackets to decline either as a result of pricing pressure or loss of market share.

In addition, the future success of our ceramic orthodontic brackets depends on our ability to maintain and increase market acceptance for our product compared to other competitive solutions, including traditional stainless steel brackets and newer products such as transparent plastic orthodontic aligners, synthetic sapphire brackets and other ceramic brackets. If 3M Unitek reduces its purchases of ceramic orthodontic brackets from us or if competitive products gain market share, the sales of our ceramic orthodontic brackets may decline, resulting in a decrease in our revenues, profit and cash flow.

Our business is subject to risks associated with doing business outside the United States.

Shipments to customers outside of the United States accounted for approximately 45.4% of our sales in 2011, 51.7% of our sales in 2010 and 33.9% of our sales in 2009. Our ESK Ceramics subsidiary is located in Germany. Its sales to customers located outside of the United States represented approximately 77.4% of its total sales during 2011, approximately 95.6% of its total sales during 2010, and approximately 74.7% of its total sales during 2009.

We anticipate that international shipments will account for a significant portion of our sales for the foreseeable future. Therefore, the following risks associated with international business activities could have material adverse effects on our performance:

•

burdens to comply with multiple and potentially conflicting foreign laws and regulations, including export requirements, tariffs and other barriers, health and safety requirements, and unexpected changes in any of these factors;

•

difficulty in staffing and managing international operations;

•

differences in intellectual property protections;

•

difficulty in obtaining export licenses from the U.S. government for sales of our defense-related products;

•

potentially adverse tax consequences due to overlapping or differing tax structures;

•

fluctuations in currency exchange rates especially the Euro; and

•

risks associated with operating a business in a potentially unstable political climate.

We have traditionally invoiced our sales from the United States to customers in foreign countries in U.S. dollars. Consequently, if the U.S. dollar becomes more expensive relative to the currencies of our foreign customers, the price of our products that we export from the United States to those countries will rise and our sales into those countries may fall. In addition, in the future, we may be required to denominate foreign sales in the local currencies of our customers. In that case, if the U.S. dollar were to become more expensive relative to the currencies of our foreign customers, we would receive fewer U.S. dollars for each unit of foreign currency that we receive when our customers pay us. Therefore, a more expensive U.S. dollar would cause us to incur losses upon the conversion of accounts receivable denominated in foreign currencies. Such losses could harm our results of operations.

Our ESK Ceramics subsidiary, located in Kempten, Germany invoices approximately 76.3% of its sales in Euros. ESK Ceramics’ sales to customers located in the United States are invoiced in U.S. dollars. If the Euro becomes more expensive relative to the currencies of ESK Ceramics’ customers located outside the European Union, the price of its products sold to customers in those countries will rise and its sales into those countries may fall.

We may make future acquisitions which may be difficult to integrate, divert management resources, result in unanticipated costs, or dilute our stockholders.

Part of our continuing business strategy is to make acquisitions of, or investments in, companies, products or technologies that complement our current products, enhance our market coverage, technical capabilities or production capacity, or offer growth opportunities. Future acquisitions could pose numerous risks to our operations, including:

•

we may have difficulty integrating the purchased operations, technologies or products;

•

we may incur substantial unanticipated integration costs;

•

assimilating the acquired businesses may divert significant management attention and financial resources from our other operations and could disrupt our ongoing business;

•

acquisitions could result in the loss of key employees, particularly those of the acquired operations;

•

we may have difficulty retaining or developing the acquired businesses’ customers;

•

acquisitions could adversely affect our existing business relationships with suppliers and customers;

•

we may fail to realize the potential cost savings or other financial benefits and/or the strategic benefits of the acquisitions; and

•

we may incur liabilities from the acquired businesses for infringement of intellectual property rights or other claims, and we may not be successful in seeking indemnification for such liabilities or claims.

In connection with these acquisitions or investments, we could incur debt, amortization expenses related to intangible assets, large and immediate write-offs, assume liabilities, or issue stock that would dilute our current stockholders’ percentage of ownership. We may not be able to complete acquisitions or integrate the operations, products or personnel gained through any such acquisition without a material adverse effect on our business, financial condition and results of operations.

The cost of electricity is a significant portion of our cost of product sales. An increase in the cost of electricity may cause our profit margins to decline.

Electricity is essential for the production of our products and comprises a significant portion of our cost of product sales. The cost of electricity for our manufacturing operations in the United States, Europe and China was approximately $19.2 million during 2011, approximately $14.7 million during 2010, and approximately $12.7 million during 2009. Over the last several years, the cost of electricity from utility companies has increased, particularly in California. During the fourth quarter of 2010, we closed our hot press manufacturing operation in Costa Mesa, California as a result of reduced demand for ceramic body armor solutions and the high cost of doing business in the State, especially the high cost of electricity, which is integral to our manufacturing operations. We consolidated all hot press operations into our existing manufacturing plant in Lexington, Kentucky. We recognized a restructuring charge of $3.5 million during the year ended December 31, 2010 to write down the value of long-lived assets associated with the closure of the hot press manufacturing operation in Costa Mesa, California.

Management utilizes utility industry specialists and consultants to help manage and implement strategies to minimize annual price increases at its Advanced Ceramic Operations’ facilities located in California. For other locations in the United States and Germany, management’s strategy is to enter into long term contracts to obtain fixed price increases in order to increase its ability to accurately forecast future energy costs and ensure a stable cost structure. Fluctuations in the cost of electricity affect our ability to accurately forecast future energy costs and consequently our profitability. If the cost of electricity were to increase substantially, our gross profit margins may decline.

We may not be able to adequately safeguard our intellectual property rights and trade secrets from unauthorized use, and we may become subject to claims that we infringe on others’ intellectual property rights.

We rely on a combination of patents, trade secrets, trademarks, and other intellectual property laws, nondisclosure agreements with employees and customers and other protective measures to preserve our proprietary rights to our products and production processes. These measures afford only limited protection and may not preclude competitors from developing products or processes similar or superior to ours. Moreover, the laws of certain foreign countries do not protect intellectual property rights to the same extent as the laws of the United States.

Although we implement protective measures and intend to defend our proprietary rights, these efforts may not be successful. From time to time, we may litigate within the United States or abroad to enforce our issued or licensed patents, to protect our trade secrets and know-how or to determine the enforceability, scope and validity of our proprietary rights and the proprietary rights of others. Enforcing or defending our proprietary rights could be expensive, requires management’s attention and might not bring us timely or effective relief.

Furthermore, third parties may assert that our products or processes infringe their patent rights. Our patents may be challenged, invalidated or circumvented. Although there are no pending or threatened intellectual property lawsuits against us, we may face litigation or infringement claims in the future. Infringement claims could result in substantial costs and diversion of our resources even if we ultimately prevail. A third party claiming infringement may also obtain an injunction or other equitable relief, which could effectively block the distribution or sale of allegedly infringing products. Although we may seek licenses from third parties covering intellectual property that we are allegedly infringing, we may not be able to obtain any such licenses on acceptable terms, if at all.

Our ability to operate effectively could be impaired if we were to lose the services of our key personnel, or if we are unable to recruit qualified managers and key personnel in the future.

Our success depends on the continued service of our management team and key personnel, including Joel P. Moskowitz, our Chairman and Chief Executive Officer and President; David P. Reed, our Vice President, and President of North American Operations; Jerrold J. Pellizzon, our Chief Financial Officer and Corporate Secretary; and Thomas Jüngling, the President of our ESK Ceramics subsidiary. Mr. Moskowitz was diagnosed with non-Hodgkin’s lymphoma in October 2004. He completed chemotherapy treatments in January 2005, and his current diagnosis indicates that the non-Hodgkin’s lymphoma is in remission.

If Mr. Moskowitz becomes unable to continue working due to health reasons, or if one or more of these individuals were to resign or otherwise terminate their employment with us, we could experience a loss of sales, delays in new product development and diversion of management resources, and we may have difficulty replacing any of these individuals. We do not have employment agreements or key person insurance on any of our executive employees.

Competition for qualified managers and key personnel is intense and we may not be able to recruit and retain such personnel. If we are unable to retain our existing managers and employees or hire and integrate new personnel, we may experience operating inefficiencies, production delays and reduced profitability.

Our manufacturing facilities are subject to a number of operational risks, including hazards associated with ceramic manufacturing and natural disasters, any of which could have a material adverse impact on our productivity and results of operations.

Due to the nature of our business, we are exposed to hazards associated with ceramic manufacturing, such as:

•

accidents or mechanical failure;

•

fires or explosions of furnaces; and

•

employee exposure to extreme temperatures or hazardous substances.

In addition, the location of our facilities exposes us to potential earthquakes and other natural disasters. These hazards may cause personal injury, loss of life and damage to property, which could lead to a substantial interruption or suspension of operations, potential loss of customers and sales, government fines and lawsuits by injured persons. Any such consequences could have an adverse effect on the productivity and profitability of a particular manufacturing facility or on us as a whole.

Defects in our products could harm our reputation for quality products, increase our operating expenses, reduce sales of our products and impact cash flow.

Our products have in the past contained, and may in the future contain, errors or defects that may be detected at any point in the life of the products. Such errors could result in delays in shipping and sales during the period required for their correction and additional expense associated with their reworking or replacement. Our ability to receive additional shipment orders from the U.S. government is reliant on our ability to pass first article testing of new designs. Real or perceived defects in our products may result in product returns, loss of sales, delays in market acceptance, injury to our reputation and increased warranty costs, which could reduce our sales and profit. For example, in March 2002, the U.S. government notified us that several lots of our SAPI lightweight ceramic body armor failed to pass ballistics re-verification tests. As a result, we stopped production of our SAPI product, modified the design of our product and resumed shipping approximately four months later. In addition, we agreed to correct or replace at our expense all supplies of our SAPI product sales that did not meet the original contractual requirements.

If we are unable to compete successfully against current and future competitors, our revenues could decline.

Our products compete with advanced technical ceramic products from other companies, as well as with high strength steel alloys and plastic products.

When competing with other advanced technical ceramic products, we believe the principal competitive factors are:

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manufacturing capacity and the ability to deliver products;

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price;

•

product performance;

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material specifications;

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application engineering capabilities;

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customer support; and

•

reputation.

When competing with high strength steel alloys and plastic products, we may not be able to compete effectively when price is a primary consideration, because our products are typically more expensive as a result of higher manufacturing costs associated with the production of advanced technical ceramics.

Some of our competitors include Armor Works, The Protective Group, Ceramtec, the Armor Holdings and Cercom subsidiaries of BAE Systems, CoorsTek, Denka, Momentive Performance Materials, Hitachi, HC Starck, Kyocera’s Industrial Ceramics Group, Morgan, Saint Gobain, Kennametal, Spectra-Mat, UK Abrasives, Vesuvius, C-E Minerals, NHTC, Holtec, Nukem and General Electric. Many of our current or potential competitors have greater financial, marketing and technical resources than we do. If we fail to compete successfully against our current or future competitors, our revenues, profit and cash flow could decline.

Uninsured losses arising from third party claims brought against us could result in payment of substantial damages, which would decrease our cash reserves and could harm our profit and cash flow.

Our products are used in applications where the failure to use our products properly or their malfunction could result in serious bodily injury or death. We may not have adequate insurance to cover the payment of any potential claim related to such injuries or deaths. Insurance coverage may not continue to be available to us or, if available, may be at a significantly higher cost.

We are subject to extensive government regulation, and our failure or inability to comply with these regulations could subject us to penalties and result in a loss of our government contracts, which could reduce our revenues, profit and cash flow.

We must comply with and are affected by various government regulations that impact our operating costs, profit margins and our internal organization and operation of our business. Furthermore, we have production contracts with governmental entities and are subject to additional rules, regulations and approvals applicable to government contractors. We are also subject to routine audits to assure our compliance with these requirements. Our failure to comply with these regulations, rules and approvals could result in the imposition of penalties and the loss of our government contracts and disqualification as a U.S. government contractor. As a result, our revenues, profit and cash flow could be reduced.

In addition, a number of our employees involved with defense related business are required to obtain security clearances from the U.S. government. Our business may suffer if we or our employees are unable to obtain the security clearances that are required.

Like other companies operating internationally, we are subject to the Foreign Corrupt Practices Act and other laws which prohibit improper payments to foreign governments and their officials by U.S. and other business entities. Violations of the Foreign Corrupt Practices Act may result in severe criminal penalties, which could have a material adverse effect on our business, financial condition, results of operations and liquidity.

If we fail to comply with environmental laws and regulations, we could incur an increase in our operating costs and a decrease in our profit and cash flow.

We are subject to a variety of environmental regulations relating to the use, storage, discharge and disposal of hazardous materials used to manufacture our products. Authorities could impose fines, suspend production, alter our manufacturing processes, or stop our operations if we do not comply with these regulations.

Until 1997, we produced certain products using beryllium oxide, which is highly toxic in powder form. This powder, if inhaled, can cause chronic beryllium disease in a small percentage of the population. We have been sued in the past by former employees and by employees of one of our customers and by their family members alleging that they had contracted chronic beryllium disease as a result of exposure to beryllium oxide powders used in our products. The last of these claims was settled in 2002, and all of these claims have been dismissed without our incurring material liability. We may not, however, be able to avoid future liability to persons who may allege that they contracted chronic beryllium disease as a result of exposure to the beryllium oxide we used in prior years.

Any failure to comply with current or subsequently enacted environmental statutes and regulations could subject us to liabilities, fines or the suspension of production. Furthermore, any claims asserted against us in the future related to exposure to beryllium oxide powder may not be covered by insurance. Even if covered, the amount of insurance may be inadequate to cover any adverse judgment.

Fines and other punishments imposed on us for environmental violations and expenses we incur to remedy or comply with environmental regulations and future liability for incidences of chronic beryllium disease contracted by employees or employees of customers would decrease our cash reserves and could harm our profitability.

Our long term investments are subject to risks which may cause losses and affect the liquidity of these investments .

Our long term investments at December 31, 2011 included $15.0 million of auction rate securities which is net of the cumulative to date pre-tax impairment and pre-tax other than temporary impairment charges. Cumulatively to date, we have incurred $4.7 million in pre-tax charges due to other-than-temporary reductions in the value of our investments in auction rate securities, realized losses of $8.8 million from sales of auction rate securities and pre-tax temporary impairment charges of $3.0 million reflected in other comprehensive income. Our investments in auction rate securities represent interests in insurance securitizations collateralized by pools of residential and commercial mortgages, asset backed securities and other structured credits relating to the credit risk of various bond guarantors that mature at various dates from June 2021 through July 2052. These auction rate securities were intended to provide liquidity via an auction process which is scheduled every 28 days, that resets the applicable interest rate, allowing investors to either roll over their holdings or gain immediate liquidity by selling such interests at par. Interest rates are capped at a floating rate of one month LIBOR plus additional spread ranging from 1.25% to 4.00% depending on prevailing rating. During the second half of the year 2007, through 2011, the auctions for these securities failed. As a result of current negative conditions in the global credit markets, auctions for our investment in these securities have recently failed to settle on their respective settlement dates. Consequently, investments are not currently liquid through the normal auction process and may be liquidated if a buyer is found outside the auction process. Although the auctions have failed, we continue to receive underlying cash flows in the form of interest income from the investments in auction rate securities. As of December 31, 2011, the fair value of our investments in auction rate securities was below cost by approximately $7.8 million. The fair value of the auction rate securities has been below cost for more than one year. If they remain illiquid and a buyer is not found outside the auction process, the value of these securities may decline further.

We review impairments associated with our auction rate securities each reporting period to determine the classification of the impairment as “temporary” or “other-than-temporary.” A temporary impairment charge results in an unrealized loss being recorded in the other comprehensive income component of stockholders’ equity. Such an unrealized loss does not reduce net income for the applicable accounting period because the loss is not viewed as other-than-temporary. We believe that a portion of the impairment of our auction rate securities investments is temporary and a portion is other-than-temporary.

Risks Related to our Common Stock

Our stock price has been volatile, and the value of an investment in our common stock may decline.

The market price and trading volume of our common stock has been subject to significant volatility, and this trend may continue. The value of our common stock may decline regardless of our operating performance or prospects. Factors affecting our market price include:

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initiation of coverage by securities analysts, securities analysts’ buy/sell recommendations and any expressed beliefs of securities analysts regarding our business prospects or estimated trading multiples;

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our perceived prospects;

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variations in our operating results and whether we have achieved our key business targets;

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the limited number of shares of our common stock available for purchase or sale in the public markets;

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sales or purchases of large blocks of our stock;

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changes in, or our failure to meet, our earnings estimates;

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differences between our reported results and those expected by investors and securities analysts;

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decreases in our trading multiples on an absolute basis or relative to comparable companies;

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announcements of new contracts by us or our competitors;

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market reaction to any future acquisitions, joint ventures or strategic investments announced by us or our competitors;

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developments in the financial markets;

•

market reaction to any adverse publicity or news stories; and

•

general economic, political or stock market conditions.

Recent events have caused stock prices for many companies, including ours, to fluctuate in ways unrelated or disproportionate to their operating performance. The general economic, political and stock market conditions that may affect the market price of our common stock are beyond our control. The market price of our common stock at any particular time may not remain the market price in the future. In the past, securities class action litigation has been instituted against companies following periods of volatility in the market price of their securities. Any such litigation, if instituted against us, could result in substantial costs and a diversion of management’s attention and resources.

Delaware law may delay or prevent a change in control, and may discourage bids for our common stock at a premium over its market price.

We are subject to the provisions of section 203 of the Delaware General Corporation Law. These provisions prohibit large stockholders, in particular a stockholder owning 15% or more of the outstanding voting stock, from consummating a merger or combination with a corporation unless this stockholder receives board approval for the transaction or 66 2 / 3 % of the shares of voting stock not owned by the stockholder approve the merger or transaction. These provisions of Delaware law may have the effect of delaying, deferring or preventing a change in control, and may discourage bids for our common stock at a premium over its market price.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

We serve our markets through four operating segments with manufacturing facilities in several locations across the United States, one in Canada, two in China, one in Europe and one in India. Please see the table under the caption “Operating Segments and Facilities” in Item 1 of this report for a summary of our facilities and products comprising our four operating segments.

ITEM 3. LEGAL PROCEEDINGS

Ceradyne is from time to time involved in various legal proceedings that are incidental to its business. However, to management’s knowledge, there currently are no material pending legal proceedings involving Ceradyne of any of its subsidiaries.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is traded on the NASDAQ Stock Market under the symbol “CRDN.” The following table shows the high and low closing sale prices for our common stock as reported by the NASDAQ Stock Market during the calendar quarters indicated:

	High		Low
Year Ended December 31, 2010
First Quarter	$	24.21	$	19.25
Second Quarter	$	23.58	$	19.97
Third Quarter	$	25.71	$	19.85
Fourth Quarter	$	31.79	$	22.63

Year Ended December 31, 2011
First Quarter	$	46.04	$	31.61
Second Quarter	$	49.40	$	36.22
Third Quarter	$	38.44	$	24.91
Fourth Quarter	$	35.48	$	26.32

As of February 9, 2012, there were 333 holders of record of our common stock.

Prior to 2012, we had not declared or paid any cash dividends on our common stock. On February 16, 2012, we announced that our Board of Directors had declared our initial cash dividend in the amount of $0.15 per share of common stock, payable on March 20, 2012 to shareholders of record as of the close of business on March 6, 2012. It is our current intention that we will declare and pay a similar cash dividend on a quarterly basis, although our Board reserves discretion to suspend or discontinue cash dividends at any time.

We did not sell any equity securities during the year ended December 31, 2011 that were not registered under the Securities Act of 1933.

On March 4, 2008, we announced that our board of directors had authorized the repurchase and retirement of up to $100 million of our common stock in open market transactions, including block purchases, or in privately negotiated transactions. We completed the $100 million of purchases under this authorization in September 2011. On August 31, 2011, we announced that our board of directors had authorized the repurchase and retirement of up to an additional $100 million of our common stock in open market transactions, including block purchases, or in privately negotiated transactions. We did not set a time limit for completion of this repurchase program, and we may suspend or terminate it at any time. We did not repurchase any shares of our common stock during the quarter ended December 31, 2011. Consequently we have $100.0 million remaining under this authorization.

ITEM 6. SELECTED FINANCIAL DATA

The following selected consolidated financial data as of December 31, 2007, 2008 and 2009 and for the years ended December 31, 2007 and 2008 are derived from our audited consolidated financial statements for those periods, which are not included in this report. The selected consolidated financial data as of December 31, 2010 and 2011 and for the years ended December 31, 2009, 2010 and 2011 are derived from our audited consolidated financial statements which are included in this report beginning on page F-1. The following data is qualified in its entirety by and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and the related notes included elsewhere in this report.

	Year Ended December 31,
	2011 (1)			2010			2009 (2)			2008 (3)			2007 (4)
	(amounts in thousands, except per share data)
Statement of Income Data:
Net sales	$	571,982		$	402,938		$	400,575		$	680,197		$	756,835
Cost of product sales		365,337			295,078			298,956			414,885			450,787
Gross profit		206,645			107,860			101,619			265,312			306,048
Operating expenses:
Selling, general and administrative		74,325			61,940			65,643			75,120			67,718
Research and development		12,446			11,692			12,258			14,782			17,552
Restructuring - plant closure and severance		914			3,505			12,924			-			-
Acquisition related (credits) charges		(17,298	)		1,567			(768	)		9,824			-
Goodwill impairment		7,797			-			3,832			-			-
Total operating expenses		78,184			78,704			93,889			99,726			85,270
Income from operations		128,461			29,156			7,730			165,586			220,778

Other income (expense):
Interest income		3,991			5,355			4,091			7,553			12,394
Interest expense		(6,620	)		(6,247	)		(7,119	)		(7,876	)		(7,618	)
Gain on early extinguishment of debt		-			-			1,881			-			-
Gain (loss) on auction rate securities		630			(978	)		(5,187	)		(5,870	)		(2,114	)
Miscellaneous, net		1,494			1,085			(979	)		1,511			(311	)
Total other income (expense)		(505	)		(785	)		(7,313	)		(4,682	)		2,351
Income before provision (benefit) for income taxes		127,956			28,371			417			160,904			223,129
Provision (benefit) for income taxes		44,068			(905	)		(8,098	)		56,424			80,946
Net income	$	83,888		$	29,276		$	8,515		$	104,480		$	142,183
Net income per share:
Basic	$	3.41		$	1.16		$	0.33		$	3.95		$	5.22
Diluted	$	3.38		$	1.15		$	0.33		$	3.91		$	5.13
Weighted average number of common shares outstanding:
Basic		24,614			25,191			25,684			26,446			27,252
Diluted		24,786			25,370			25,802			26,689			27,732

	As of December 31,
Balance Sheet Data:		2011			2010			2009			2008			2007
Cash, cash equivalents and short term investments	$	275,047		$	246,296		$	239,820		$	221,422		$	184,685
Working capital		379,154			414,414			406,207			400,835			353,923
Total assets		948,131			865,313			849,704			854,527			782,654
Current portion of long-term debt		89,294			-			-			-			-
Total long-term debt		-			85,599			82,163			102,631			98,748
Stockholders’ equity		708,698			652,209			649,717			638,994			591,817

(1)	The operations of VIOX Corporation have been consolidated with ours since January 3, 2011.

(2)	The operations of Diaphorm have been consolidated with ours since June 1, 2009.

(3)	The operations of SemEquip, Inc. have been consolidated with ours since August 11, 2008.

(4)	The operations of Minco, Inc. have been consolidated with ours since July 10, 2007. The operations of Ceradyne Boron Products have been consolidated with ours since September 1, 2007.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read together with “Selected Consolidated Financial Data,” and our consolidated financial statements and related notes included elsewhere in this report. This discussion and analysis contains forward-looking statements that involve risks and uncertainties. We base these statements on assumptions that we consider reasonable. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors discussed in “Note Regarding Forward-Looking Statements,” “Item 1A—Risk Factors,” and elsewhere in this report.

Overview

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lightweight ceramic armor for soldiers and other military applications;

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ceramic industrial components for erosion and corrosion resistant applications;

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evaporation boats for metallization of materials for food packaging and other products;

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durable, reduced friction, ceramic diesel engine components;

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functional and frictional coatings primarily for automotive applications;

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translucent ceramic orthodontic brackets;

•

ceramic-impregnated dispenser cathodes for microwave tubes, lasers and cathode ray tubes;

•

specialty glass compositions for solar, electronic, industrial and health care markets;

•

ceramic crucibles for melting silicon in the photovoltaic solar cell manufacturing process;

•

ceramic missile radomes (nose cones) for the defense industry;

•

fused silica powders for precision investment casting (PIC);

•

nuclear chemistry products for use in pressurized water reactors and boiling water reactors;

•

boron dopant chemicals for semiconductor silicon manufacturing and for ion implanting of silicon wafers;

•

ceramic bearings and bushings for oil drilling and fluid handling pumps;

•

ceramic micro-reactors used to process chemicals;

•

PetroCeram ® sand filters for oil and gas recovery; and

•

enhanced combat helmets for soldiers.

Our customers include the U.S. government, prime government contractors, companies engaged in solar energy, oil and natural gas exploration and nuclear energy, and large industrial, automotive, diesel and commercial manufacturers in both domestic and international markets.

Prior to October 2010, we reported our operations through six operating segments. To more accurately reflect our current operations, executive reporting structure and organization, and internal reporting we modified our segment structure and reporting to reflect that we operate through four operating segments, each led by a different senior executive who reports directly to our Chief Executive Officer. The changes made to arrive at the four segments from the six previous segments were that the former Semicon Associates segment is now included in the Advanced Ceramic Operations segment and the former Ceradyne Canada segment is now included in the Boron segment. All of the financial data for 2010 and 2009 have been changed to reflect four segments.

The following table includes a summary of our products by applications and locations as of December 31, 2011 for our four segments:

Operating Segment and Facility Location		Products
Ceradyne Advanced Ceramic Operations Costa Mesa and Irvine, California Approximately 216,000 square feet Lexington, Kentucky Approximately 150,000 square feet Wixom, Michigan Approximately 29,000 square feet Salem, New Hampshire Approximately 16,000 square feet Mountain Green, Utah Approximately 18,000 square feet Bangalore, India Approximately 21,000 square feet Seattle, Washington Approximately 40,000 square feet		Defense Applications: • Lightweight ceramic armor • Enhanced combat helmets Industrial Applications: • Ceralloy ® 147 SRBSN wear parts • Precision ceramics • Ceramic-impregnated dispenser cathodes for microwave tubes, lasers and cathode ray tubes Energy Applications: • Ceramic bearings and bushings • Specialty glass compounds for photovoltaic solar applications Automotive/Diesel Applications: • Ceralloy ® 147 SRBSN automotive/diesel engine parts Commercial Applications: • Ceramic orthodontic brackets • Components for medical devices • Specialty glass compounds for health care products

ESK Ceramics Kempten, Germany Approximately 599,000 square feet		Defense Applications: • Boron carbide powders for body armor Industrial Applications: • Ceramic powders: boron carbide, boron nitride, titanium diboride, calcium hexaboride and zirconium diboride • Silicon carbide parts • Evaporation boats for the packaging industry • High performance fluid handling pump seals Energy Applications: • PetroCeram ® sand filters • TETRABOR ® nuclear powders Automotive/Diesel Applications: • EKagrip ® functional and frictional coatings Commercial Applications: • BORONEIGE ® boron nitride powder for cosmetics

Ceradyne Thermo Materials Scottdale and Clarkston, Georgia Approximately 225,000 square feet Tianjin, China Approximately 316,000 square feet Midway, Tennessee Approximately 105,000 square feet		Defense Applications: • Missile radomes (nose cones) • High purity fused silica used to manufacture missile radomes (nose cones) Industrial Applications: • Glass tempering rolls • Metallurgical tooling • Castable and other fused silica products • Turbine components used in aerospace applications Energy Applications: • Crucibles for photovoltaic solar cell applications • High purity fused silica used to manufacture crucibles

Boron

Quapaw, Oklahoma

Approximately 128,000 square feet

Chicoutimi, Quebec, Canada

Approximately 86,000 square feet

Energy Applications:

• Nuclear chemistry products for use in pressurized water reactors and boiling water reactors

• Radioactive containment for use in spent fuel transport and storage

• Burnable poisons for coating of uranium fuel pellets

• Boral ® structural neutron absorbing materials

• Metal matrix composite structures

Industrial Applications:

• Cluster molecules such as B 18 H 22 for ion implantation for next

generation P-dopants

• Advanced ion source materials for the manufacture of logic and memory chips

The tables below show, for each of our four segments, revenues and income before provision for income taxes in the periods indicated.

Segment revenues (in millions):

	Year Ended December 31,
	2011			2010			2009
Advanced Ceramic Operations	$	277.5		$	152.6		$	221.8
ESK Ceramics		163.6			130.7			105.1
Thermo Materials		98.9			98.8			66.1
Boron		55.4			35.0			29.0
Inter-segment elimination		(23.4	)		(14.2	)		(21.4	)
Total revenue from external customers	$	572.0		$	402.9		$	400.6

Segment income (loss) from operations and income before taxes (in millions):

	Year Ended December 31,
	2011			2010			2009
Advanced Ceramic Operations	$	60.3		$	(23.1	)	$	25.0
ESK Ceramics		30.8			21.1			(21.5	)
Thermo Materials		20.0			34.0			14.7
Boron		16.9			(2.4	)		(11.0	)
Inter-segment elimination		0.5			(0.4	)		0.5
Total segment income from operations		128.5			29.2			7.7
Other expense		(0.5	)		(0.8	)		(7.3	)
Total income before provision for taxes	$	128.0		$	28.4		$	0.4

We categorize our products into five market applications or sectors of the general economy. The tables below show the amount of sales (in millions) and the percentage contribution of our total sales to external customers of each market application or sector of the economy in the different time periods.

Sales by Market Application (in millions):

	Year Ended December 31,
	2011		2010		2009
Defense	$	225.3	$	117.3	$	198.7
Industrial		163.2		138.6		102.7
Energy		129.0		99.9		62.2
Automotive/Diesel		40.1		35.9		25.2
Commercial		14.4		11.2		11.8
Total	$	572.0	$	402.9	$	400.6

Percentage Contribution of Sales by Market Application:

	Year Ended December 31,
	2011			2010			2009
Defense		39.4	%		29.1	%		49.6	%
Industrial		28.6			34.4			25.6
Energy		22.5			24.8			15.5
Automotive/Diesel		7.0			8.9			6.3
Commercial		2.5			2.8			3.0
Total		100.0	%		100.0	%		100.0	%

The principal factor contributing to our growth in sales from 2002 through 2007 was increased demand by the U.S. military for ceramic body armor that protects soldiers, which was driven primarily by military conflicts such as those in Iraq and Afghanistan. This demand was driven by recognition of the performance and life saving benefits of utilizing advanced technical ceramics in lightweight body armor. Our sales declined in 2008 primarily because of a reduction in shipments of body armor. Our sales declined in 2009 primarily because of a continued reduction in shipments of body armor and also due to a decline in sales of our industrial, automotive/diesel and commercial market product lines due to the severe economic recession. In 2010, sales of body armor continued to decline. However, sales from energy related products grew by 61.6% in 2010 when compared to 2009. Most of this growth in energy sales was generated by sales of our ceramic crucibles used in the production of photovoltaic cells for solar panels. Additionally, sales of industrial and automotive/diesel products rebounded sharply, particularly at our ESK Ceramics subsidiary. In 2011, our sales increased due to higher shipments of body armor due to the increased demand for ESAPI body armor, an increase of sales to the nuclear industry, and continuing growth of sales at our ESK Ceramics subsidiary. Commencing in 2004, several strategic acquisitions, which are described below, have also contributed to our sales growth.

To illustrate the impact of body armor, energy-related products and our acquisitions, the following table shows our sales from body armor, from energy-related products, from our acquisitions, and from all other sources for each of the years 2002 through 2011 (in millions).

	2011			2010			2009			2008			2007			2006			2005			2004			2003		2002
Sales from body armor	$	193.8		$	70.4		$	170.0		$	385.0		$	535.3		$	479.4		$	199.5		$	120.3		$	58.2	$	26.2
Sales from energy products:
Gross sales from energy products		129.0			99.9			62.2			57.7			20.9			11.9			9.8			5.3			2.5		1.7
Less sales from energy products included in acquisitions		(66.2	)		(28.5	)		(24.5	)		(11.4	)		(4.5	)		(3.2	)		(3.2	)		(0.7	)		-		-
Sales from energy products due to organic growth		62.8			71.4			37.7			46.3			16.4			8.7			6.6			4.6			2.5		1.7
Sales from acquisitions		254.5			191.1			136.8			177.1			142.6			110.2			109.8			36.0			-		-
All other sales		60.9			70.0			56.1			71.8			62.5			64.6			52.4			54.7			40.8		33.3
Total sales	$	572.0		$	402.9		$	400.6		$	680.2		$	756.8		$	662.9		$	368.3		$	215.6		$	101.5	$	61.2

Sales of ceramic body armor represented the majority, and most volatile, portion of our defense business, rising from approximately $26.2 million, or 42.8% of our total sales in 2002, to a peak of approximately $535.3 million, or 70.7% of our total sales in 2007, and then declining to approximately $193.8 million, or 33.9% of our total sales in 2011.Shipments of the first generation of ceramic body armor, known as small armed protective inserts, or SAPI, began before 2002 and accelerated rapidly with the onset of the war in Afghanistan in 2002 and thereafter the war in Iraq. Shipments of the second generation of ceramic body armor, known as enhanced small armed protective inserts, or ESAPI, began in 2005. The military’s subsequent decision to deploy ESAPI body armor “full fleet,” that is, to replace all SAPI body armor with the new ESAPI body armor, and the introduction in 2006 of enhanced side ballistic inserts, known as ESBI, which protect the sides of the soldier’s torso, resulted in continued growth in our sales of ceramic body armor, ultimately reaching our peak sales of body armor in 2007. Once “full fleet” was achieved, our sales of body armor began a steady decline which continued through 2010.

In October 2008, we were awarded an Indefinite Delivery/Indefinite Quantity, or ID/IQ, contract by the U.S. Army for the next ballistic threat generation of ceramic body armor plates, called XSAPI, as well as for the current generation ESAPI plates. This five-year contract has a maximum value of $2.37 billion and allows the U.S. Army to order either XSAPI or ESAPI body armor from us. Through December 31, 2011, we have shipped $258.3 million of body armor against delivery orders received by us under this ID/IQ contract, and we expect to ship an additional $20.1 million under existing orders during 2012. With less than three years remaining under this ID/IQ contract and the war in Iraq concluded and the war in Afghanistan winding down, we expect that the total amount of body armor that we ultimately ship under this contract will be substantially less than the maximum amount.

For 2012 and for the next several years, we expect that our sales of body armor will continue, but at more moderate levels than in the past. We believe there will continue to be a viable replacement business for body armor inserts that is procured through the Defense Supply Center Philadelphia (DSCP) and directly through the Army. We will also continue to bid on Foreign Military Sales (FMS) for the first generation of SAPI body armor through our existing ID/IQ contract with Aberdeen Proving Grounds.

We acquired ESK Ceramics in August 2004. Based in Kempten, Germany, ESK Ceramics manufactures industrial technical ceramic powders and advanced technical ceramic products. This acquisition provided us with both a broad line of non-defense products, and it assured us of a supply of boron carbide powder, which serves as a starter ceramic powder in the manufacture of our lightweight ceramic body armor. The lower demand for body armor in 2008 through 2010 has negatively impacted inter-segment sales of boron carbide powder by our ESK Ceramics subsidiary to our Advanced Ceramic Operations division.

In June 2008, we purchased certain assets and technology related to proprietary technical ceramic bearings used for “down hole” oil drilling and for coal bed methane pumps and steam assisted oil extraction pumps. This technology and product line, which we include in our Advanced Ceramic Operations operating segment, are located in our Lexington, Kentucky, facility. These bearings incorporate ceramic parts supplied by our ESK Ceramics subsidiary.

In August 2008, we acquired SemEquip, Inc., a late-stage startup technology company located in Billerica, Massachusetts. SemEquip develops and markets “cluster molecules” such as B 18 H 22 for use in the ion implantation of boron (B) in the manufacture of semiconductors. SemEquip, which we include in our Boron operating segment, owns a portfolio of 37 issued and 22 pending U.S. patents, and corresponding issued and pending patents in several foreign countries. In November 2011, SemEquip licensed its cluster ion implant hardware technology on a non-exclusive basis to a key customer. In connection with the license, SemEquip transferred its hardware related assets to the licensee and reduced its workforce which included production, research and development, and support staff in Billerica, Massachusetts. SemEquip will continue to market its cluster ion chemistry to the semiconductor industry. We recognized a restructuring charge of $0.9 million in 2011 primarily for severance and related compensation associated with the headcount reduction, most of which was paid in 2011.

In June 2009, we acquired substantially all of the business and assets and all technology and intellectual property related to ballistic combat and non-combat helmets of Diaphorm Technologies, LLC, based in Salem, New Hampshire. Based on this technology, we submitted a proposal to the U.S. Marine Corps Systems Command in June 2009 in response to a solicitation for the procurement of Enhanced Combat Helmets (ECH), which are intended to provide substantially increased levels of protection compared to combat helmets now in use. In late July 2009, in response to our proposal, the U.S. Marine Corps System Command awarded us a contract for up to a maximum of 246,840 helmets. After an extended period of testing, we received an order for First Article Test helmets, which we delivered in January and February 2011. Upon additional testing it was determined by the Government that further testing was needed due to variations discovered in its test procedures and protocols. Ceradyne received a second order for First Article Test helmets, which we delivered for testing in October 2011. Those helmets are now in the final stages of First Article Testing by the U.S. Government. Our strategy regarding this acquisition is to combine our successful track record in body armor programs with the proprietary helmet-forming technologies acquired from Diaphorm to create a world class manufacturer of Enhanced Combat Helmets.

We acquired VIOX Corporation on January 3, 2011. Located in Seattle, Washington, VIOX develops, manufactures and markets specialty glass compositions for a wide range of electronic, industrial and health care markets. VIOX is included in our Advanced Ceramic Operations operating segment. VIOX has developed a specialty glass formulation for polycrystalline silicon photovoltaic solar applications. VIOX’ customers add electrically conducting powdered metals such as silver or aluminum to the VIOX powdered specialty glass. Many of the ultimate solar users of VIOX’ glass are also customers for Ceradyne’s high purity ceramic solar crucibles.

Our order backlog was $284.9 million as of December 31, 2011 and $185.8 million as of December 31, 2010. Orders for ceramic armor (encompassing body, vehicle and other miscellaneous armor) represented approximately $175.9 million, or 61.7% of the total backlog as of December 31, 2011 and $83.4 million, or 44.9% of the total backlog as of December 31, 2010. Of the total ceramic armor, orders for ceramic body armor amounted to approximately $168.5 million, or 59.1% of the total backlog as of December 31, 2011 and $78.4 million, or 42.2% of the total backlog as of December 31, 2010. We expect that substantially all of our order backlog as of December 31, 2011 will be shipped during 2012.

Our sales to customers located in the United States have varied in recent years, representing $312.4 million, or 54.6% of net sales in 2011, $194.5 million, or 48.3% of net sales in 2010, and $264.8 million, or 66.1% of net sales in 2009. Our sales to customers located outside of the United States represented $259.6 million, or 45.4% of net sales in 2011, $208.4 million, or 51.7% of net sales in 2010, and $135.8 million, or 33.9% of net sales in 2009. We currently have sales offices in Germany, China, England and Canada as well as commissioned independent sales representatives in other parts of Europe and Asia. Of our sales to customers located outside the United States, 41.2% were denominated in U.S. dollars during 2011.

Net Sales . Our net sales consist primarily of revenues from the sale of products, which we recognize when an agreement of sale exists, the product has been delivered according to the terms of the sales order and collection is reasonably assured. We may reduce revenue with reserves for sales returns. Allowances for sales returns, which are recorded at the time revenue is recognized, are based upon historical sales returns. We did not include a sales return provision at December 31, 2011, 2010 and 2009 because our historical experience with sales returns leads us to conclude that no allowance for sales returns is necessary.

We do not record a warranty reserve on the sale of our products. For our largest product line, body armor, all of which is sold to the U.S. government, each lot of body armor is tested at an independent laboratory and the lot cannot be released for shipment to the U.S. government until positive test results are received by both the U.S. government and us. For our non-body armor sales, we have experienced minimal claims from these types of sales. Additionally, due to the inherent nature, strength, durability and structural properties of ceramics, as well as a rigid quality control program that includes, for some of our customers, having the customer accept quality test results prior to shipment, we do not believe a warranty reserve is necessary.

Cost of Product Sales . Our cost of product sales includes the cost of materials, direct labor expenses and manufacturing overhead expenses. Our business requires us to maintain a relatively high fixed manufacturing overhead. As a result, our gross profit, in absolute dollars and as a percentage of net sales, is greatly impacted by our sales volume and the corresponding absorption of fixed manufacturing overhead expenses. Additionally, because many of our products are customized, we are frequently required to devote resources to sustaining engineering expenses associated with production efforts, which we also include in cost of product sales.

The cost of electricity comprises a significant portion of our cost of product sales. Our high electricity utilization is a direct result of the use of high temperature furnaces to hot press ceramic body armor inserts and to produce sintered silicon nitride (“Si 3 N 4 ”) for industrial products. Several years ago, we recognized the need to mitigate the cost of electricity and in 2003 we embarked on a plan to move production from California to Lexington, Kentucky. To date, we have moved all of our Si3N4 furnaces to Kentucky and have established three new hot press lines in Kentucky. During the fourth quarter of 2010, we closed our hot press manufacturing operation in Costa Mesa, California as a result of reduced demand for ceramic body armor and the high cost of doing business in the State, especially the high cost of electricity, which is integral to our manufacturing operations. The electricity cost in Kentucky is more stable than California because of the presence of coal fired power plants. The price of electricity in Kentucky has been stable for the past three years and is projected by our supplier to continue to be stable over the next few years. We have a policy of locating new production facilities that require high levels of electricity in regions of the world that have either available hydroelectric or coal fired power plants.

The cost of electricity for our manufacturing operations in the United States, Canada, Europe, China and India was approximately $19.2 million, or 5.3% as a percentage of cost of product sales in 2011, $14.7 million, or 5.0% as a percentage of cost of product sales in 2010, and approximately $12.7 million, or 4.2% as a percentage of cost of product sales in 2009. Management utilizes utility industry specialists and consultants to help manage and implement strategies to minimize annual energy price increases at our all our facilities. These strategies may include entering into long term contracts to obtain fixed price increases in order to increase our ability to accurately forecast future energy costs and ensure a stable cost structure. Fluctuations in the cost of electricity affect our ability to accurately forecast future energy costs and consequently our profitability. If the cost of electricity were to increase substantially, our gross profit margins may decline.

With regard to significant costs for raw materials that impact our gross margins, we rely on two critical materials to make ceramic body armor: boron carbide powder, which is the principal raw material used in the production of ceramic armor plates, and an ultra-high molecular weight polyethylene textile material, which we laminate to the surface of the ceramic armor plates and is readily available from multiple suppliers. We obtain substantially all of our boron carbide powder from our subsidiary, ESK Ceramics, which has been a supplier of boron carbide powder to us for over 30 years. Boron carbide is made from borax and boric acid through a complicated furnace process. Historically, these raw material products have not experienced significant price and supply instability and consequently we have been able to obtain sufficient quantities of boron carbide material from ESK Ceramics. We have further identified a second source of boron carbide from a supplier that utilizes crude boron carbide from China and does the finishing in the United States. The crude boron carbide from China is inexpensive and offers a method to mitigate any internal cost increases at ESK Ceramics through the use of lower cost China material as part of the ESK Ceramics’ raw material mix.

Selling, General and Administrative Expenses . Our selling expenses consist primarily of salaries and benefits for direct sales and marketing employees, commissions for direct sales employees and for independent sales representatives, trade show expenses, rent for our sales offices, product literature, and travel and entertainment expenses. Our general and administrative expenses consist primarily of employee salaries and benefits, employee bonuses, which are computed quarterly and accrued in the quarter earned, professional service fees, rent for facilities and expenses for information technology.

Research and Development Expenses . Our research and development expenses consist primarily of employee salaries and benefits, materials and supplies related to ongoing application engineering in response to customer requirements for future products, and the research and development of new materials technology and products. These costs are expensed as incurred.

Results of Operations

The following table sets forth certain income and expense items from our financial statements for the years ended December 31, 2011, 2010 and 2009 expressed as a percentage of net sales.

	Year Ended December 31,
	2011			2010			2009
Net sales		100.0	%		100.0	%		100.0	%
Cost of product sales		63.9			73.2			74.6
Gross profit		36.1			26.8			25.4
Operating expenses:
Selling, general and administrative		13.0			15.4			16.4
Research and development		2.2			2.9			3.1
Restructuring - plant closure and severance		0.2			0.9			3.2
Acquisition related (credits) charges		(3.0	)		0.4			(0.2	)
Goodwill impairment		1.4			—			1.0
Income from operations		22.5			7.2			1.9
Other income (expense)		(0.1	)		(0.2	)		(1.8	)
Income before provision for income taxes		22.4			7.0			0.1
Net income		14.7	%		7.2	%		2.1	%

Year Ended December 31, 2011 Compared to Year Ended December 31, 2010

Net Sales

Our total net sales for the years ended December 31, 2011 and 2010 were as follows (dollars in millions):

	2011			2010
Net sales	$	572.0		$	402.9
Increase in net sales	$	169.1		$	2.3
Percentage change in net sales		42.0	%		0.6	%

Sales increased in 2011in all five market applications, particularly in defense products. The principal factors contributing to this growth included renewed purchasing of ceramic body armor by the U.S. military, continued growth in sales of our ESK Ceramics operating segment, increased sales to the nuclear industry, the sales contribution from VIOX Corporation and the continued rebound of the economy in general.

Overall, net sales for the year ended December 31, 2011 of our defense related products were $225.3 million, an increase of $108.0 million, or 92.0%, from $117.3 million in the prior year as shipments of body armor were sharply higher due to increased demand from the U.S. military for ESAPI body armor. Sales for the year ended December 31, 2011 of energy products amounted to $129.0 million, an increase of $29.1 million, or 29.1%, from $99.9 million in the prior year as sales to the nuclear industry increased by $17.0 million and we included sales of $15.1 million to the energy markets from VIOX Corporation for the first time this year as they were acquired on January 3, 2011. These increases in sales to the energy markets were offset by a decline of $5.2 million in sales of ceramic crucibles to the solar energy industry. Sales for the year ended December 31, 2011 of industrial products amounted to $163.2 million, an increase of $24.6 million, or 17.8%, from $138.6 million in the prior year.

Sales of automotive/diesel products for the year ended December 31, 2011 were $40.1 million, an increase of $4.2 million, or 11.7%, from $35.9 million in the prior year. Sales to the automotive/diesel market represented 7.0% of sales for the year ended December 31, 2011 and 8.9% of sales for the year ended December 31, 2010.

Our net sales of commercial products for the year ended December 31, 2011 were $14.4 million, an increase of $3.2 million, or 28.8%, from $11.2 million in the prior year.

Our Advanced Ceramic Operations segment had net sales for the year ended December 31, 2011 and 2010 as follows (dollars in millions):

	2011			2010
Net sales	$	277.5		$	152.6
Increase (decrease) in net sales	$	124.9		$	(69.2	)
Percentage change in net sales		81.9	%		(31.2	%)

Contributing to the increase of $124.9 million in sales during for the twelve months ended December 31, 2011 were higher shipments of ceramic body armor that totaled $193.8 million, an increase of $123.4 million, or 175.2%, from $70.4 million in 2010. The primary reason for the increase was an increase in demand for shipments of ESAPI armor plates. This increase in body armor sales during the twelve month period ended December 31, 2011 was partially offset by a decrease in sales of vehicle armor. We shipped $2.6 million of vehicle armor for the twelve months ended December 31, 2011, a decrease of $19.9 million, or 88.2%, from $22.5 million in 2010. The decline was caused by a lack of orders of armor for the MRAP All Terrain Vehicle (M-ATV) and the High Mobility Multipurpose Wheeled Vehicle (HMMWV or Humvee) during the twelve months ended December 31, 2011 compared to 2010.

As of January 3, 2011, the date of acquisition, we began to include the financial results of VIOX Corporation in the Advanced Ceramic Operations segment. VIOX sales amounted to $20.3 million during the twelve months ended December 31, 2011.

Our ESK Ceramics segment had net sales for the year ended December 31, 2011 and 2010 as follows (dollars in millions):

	2011			2010
Net sales	$	163.6		$	130.7
Increase (decrease) in net sales	$	32.9		$	25.6
Percentage change in net sales		25.1	%		24.4	%

On a constant currency basis, sales for the year ended December 31, 2011 were $157.3 million, an increase of $26.6 million, or 20.3% from the prior year. We computed sales on a constant currency basis by calculating 2010 sales in actual Euros and applying a monthly average foreign exchange rate during 2010 of the Euro to the U.S. dollar sales during 2011, which was then compared to 2011 actual sales in U.S. dollars. Sales of industrial products for the year ended December 31, 2011 were $91.1million, an increase of $1.8 million, or 2.0%, from $89.3 million in the prior year. This increase was the result of a higher demand for fluid handling products, an increase in shipments of industrial parts for the packaging industry and an increase in shipments of composite coatings. Sales of defense products for the twelve months ended December 31, 2011 were $30.2 million, an increase of $17.5 million, or 137.1%, from $12.7 million in the prior year. Included in sales of defense products for the twelve months ended December 31, 2011 were inter-segment sales of $20.1 million compared to $12.0 million in the prior year. The increase of $8.2 million in inter-segment sales was due to an increase in demand for boron carbide powder used in body armor plates manufactured by our Advanced Ceramic Operations division. Sales of automotive/diesel products for the twelve months ended December 31, 2011 were $29.7 million, an increase of $3.9 million, or 15.0%, from $25.8 million in the prior year. Increased demand from automotive original equipment manufacturers accounted for the increase in sales. Sales of oil and gas products for the twelve months ended December 31, 2011 were $6.5 million, an increase of $2.3 million, or 54.4%, from $4.2 million in the prior year as we gained additional distribution to new customers in the oil services industry.

Our Thermo Materials segment had net sales for the year ended December 31, 2011 and 2010 as follows (dollars in millions):

	2011			2010
Net sales	$	98.9		$	98.8
Increase (decrease) in net sales	$	0.1		$	32.7
Percentage change in net sales		0.1	%		49.5	%

Sales were approximately unchanged for the twelve months ended December 31, 2011 compared to 2010. Sales of ceramic crucibles used in the manufacture of photovoltaic cells for the solar industry were $62.0 million, a decrease of $5.2 million, or 7.8%, from $67.2 million in the prior year. Sales during the first half of 2011 were strong but declined significantly over the course of the year. The decrease was due to a pronounced slowdown of demand in the solar energy market due to a reduction of government subsidies for the installation of solar panels and a buildup of an inventory of solar cells and solar wafers in distribution channels. Sales to the defense industry for the twelve months ended December 31, 2011 were $12.1 million, an increase of $0.9 million, or 8.1%, from $11.2 million when compared to the prior year. The increase was due to higher shipments of ceramic missile radomes. Sales of precision investment casting products were $36.5 million, an increase of $6.4 million, or 21.3%, from $30.1 million in the prior year. The increase was the result of the recovery of the domestic market for precision investment casting and price increases to customers.

Our Boron segment had net sales for the year ended December 31, 2011 and 2010 as follows (dollars in millions):

	2011			2010
Net sales	$	55.4		$	35.0
Increase (decrease) in net sales	$	20.4		$	6.0
Percentage change in net sales		58.3	%		20.9	%

The primary reasons for this increase in 2011 net sales were sales to the nuclear industry that totaled $41.7 million, an increase of $18.9 million, or 82.9% compared to $22.8 million in the prior year. Of the $18.9 million increase in sales to the nuclear industry, $8.7 million was in connection with the construction of two nuclear power plants located in Finland and France. Sales to the semiconductor industry were $10.4 million, an increase of $1.1 million, or 12.0%, from $9.3 million in the prior year.

Gross Profit

Our total gross profit for the years ended December 31, 2011 and 2010 were as follows (dollars in millions):

	2011			2010
Gross profit	$	206.6		$	107.9
Increase (decrease) in gross profit	$	98.7		$	6.3
Gross profit percentage		36.1	%		26.8	%

The increase in gross profit and gross profit as a percentage of net sales in the year ended December 31, 2011 were caused primarily by an improved sales mix, especially by increased sales of body armor, an increase in gross profit at our ESK segment due to increased sales and operating leverage and the pass through of price increases on certain industrial product lines at our ACO and ESK segments, and an increase in gross profit at our Boron segment due to increased sales to the nuclear industry and resulting increase in operating leverage. Our body armor product line was responsible for $68.9 million, or 69.7% of the total increase in gross profit during the year ended December 31, 2011.

Our Advanced Ceramics Operation segment had total gross profit for the years ended December 31, 2011 and 2010 as follows (dollars in millions):

	2011			2010
Gross profit	$	90.6		$	16.0
Increase (decrease) in gross profit	$	74.6		$	(45.6	)
Gross profit percentage		32.6	%		10.6	%

The primary reasons for the increase in gross profit and gross profit as a percentage of net sales in 2011 were higher volumes of production of body armor and industrial products resulting in increased absorption of manufacturing overhead expenses.

Our ESK Ceramics segment had total gross profit for the years ended December 31, 2011 and 2010 as follows (dollars in millions):

	2011			2010
Gross profit	$	54.4		$	39.7
Increase (decrease) in gross profit	$	14.7		$	25.2
Gross profit percentage		33.2	%		30.4	%

The increase in gross profit and gross profit as a percentage of net sales in 2011 were the result of price increases to customers for certain product lines, a favorable sales mix, a decrease in unabsorbed manufacturing overhead expenses caused by higher production volumes, and higher sales of all product lines due to increased demand for our products as a result of the recent slight economic rebound.

Our Thermo Materials segment had total gross profit for the years ended December 31, 2011 and 2010 as follows (dollars in millions):

	2011			2010
Gross profit	$	37.6		$	44.5
Increase (decrease) in gross profit	$	(6.9	)	$	22.0
Gross profit percentage		38.0	%		45.1	%

Gross profit decreased during the twelve month period ended December 31, 2011 primarily because of the decrease in unit sales and production of crucibles and a decline in unit sales prices due to pricing pressure from customers. Gross profit from the sales of crucibles during the first half of 2011 was strong but declined significantly over the course of the year due to a pronounced slowdown of demand in the solar energy market. During the twelve month period ended December 31, 2011, we incurred temporary quality issues relating to the production of our ceramic crucibles that resulted in increased scrap charges which reduced gross profit by $6.3 million and also reduced gross profit as a percentage of sales. These temporary quality issues were corrected as of mid-June 2011. We opened a new plant in China for the production of crucibles during February 2011 and incurred start-up expenses of approximately $1.1 million during the twelve month period ended December 31, 2011.

Our Boron segment had total gross profit for the years ended December 31, 2011 and 2010 as follows (dollars in millions):

	2011			2010
Gross profit	$	23.6		$	8.0
Increase (decrease) in gross profit	$	15.6		$	5.6
Gross profit percentage		42.6	%		22.9	%

The increases in gross profit and gross profit as a percentage of sales during the twelve month period ended December 31, 2011, were the result of higher sales to the semiconductor and nuclear industries, a favorable sales mix and improved absorption of fixed manufacturing costs.

Selling, General and Administrative Expenses. Our selling, general and administrative expenses for the years ended December 31, 2011 and 2010 were as follows (dollars in millions):

	2011			2010
Selling, general and administrative expenses	$	74.3		$	61.9
Increase (decrease) in selling, general and administrative expenses	$	12.4		$	(3.7	)
Percentage change in selling, general and administrative		20.0	%		(5.6	%)
Selling, general and administrative expenses; percentage of net sales		13.0	%		15.4	%

For the twelve months ended December 31, 2011, the increase of $12.4 million over the same period last year was caused by an increase of $1.3 million in information technology expenses, an increase of $2.0 million due to the acquisition of VIOX Corporation which we included in our results beginning in 2011, an increase of $6.4 million in personnel expenses caused by a larger headcount of employees and employee bonuses due to the improved financial performance, increased selling expenses of $2.3 million and an increase of $2.9 million of general and administrative expenses associated with our new plant in China.

Research and Development Expenses. Our research and development expenses for the years ended December 31, 2011 and 2010 were as follows (dollars in millions):

	2011			2010
Research and development expenses	$	12.4		$	11.7
Increase (decrease) in research and development expenses	$	0.8		$	(0.6	)
Percentage change in research and development expenses		6.4	%		(4.6	%)
Research and development as a percentage of net sales		2.2	%		2.9	%

The primary reasons for the increase in research and development expenses were the addition in headcount and related personnel and travel expenses.

Restructuring – Plant Closure and Severance. Our restructuring – plant closure and severance expenses for the years ended December 31, 2011 and 2010 were as follows (dollars in millions):

	2011			2010
Restructuring - plant closure and severance	$	0.9		$	3.5
Increase (decrease) in restructuring – plant closure and severance	$	(2.6	)	$	(9.4	)
Percentage change in restructuring - plant closure and severance		(73.9	% )		(72.9	%)
Restructuring - plant closure and severance as a percentage of net sales		0.2	%		0.9	%

We recorded pre-tax restructuring and severance charges of $0.9 million for the year ended December 31, 2011 in connection with the closing of our SemEquip facility in Billerica, Massachusetts. We made this decision to close this facility in connection with a strategic decision to change SemEquip’s business model from developing and marketing both cluster ion implant hardware and the cluster ion chemistry, to licensing the ion implant hardware and marketing only the cluster ion chemistry. In November 2011, SemEquip licensed its cluster ion implant hardware technology on a non-exclusive basis to a key customer and reduced its workforce which included production, research and development, and support staff in Billerica, Massachusetts. Accordingly, the Company recognized a restructuring charge of $0.9 million in 2011 primarily for severance and related compensation associated with the headcount reduction. This decision was consistent with our ongoing objective to lower the costs of our operations.

Acquisition Related Charges. Our acquisition related charges for the years ended December 31, 2011 and 2010 were as follows (dollars in millions):

	2011			2010
Acquisition related charges	$	(17.3	)	$	1.6
Increase (decrease) in acquisition related charges	$	(18.9	)	$	2.3
Percentage change in acquisition related charges		n/m	*		n/m
Acquisition related charges as a percentage of net sales		(3.0	%)		0.4	%
* Not meaningful

We incurred an acquisition-related credit of $17.3 million for the year ended December 31, 2011 associated with the adjustment of economic assumptions regarding our purchase of the assets of Diaphorm, LLC in 2009, and our acquisitions of SemEquip in 2008 and VIOX in January 2011. During the fourth quarter of 2011, we revised the estimated future sales and earnings of Diaphorm, which caused an increase to the estimated acquisition liability and a charge to pre-tax earnings for the year ended December 31, 2011 of $1.1 million. Also during the fourth quarter of 2011, we revised the estimated future sales and earnings of SemEquip and VIOX, which caused a decrease to the estimated acquisition liability and a credit to pre-tax earnings for the year ended December 31, 2011 of $6.9 million and $11.5 million, respectively for a net credit of $17.3 million. For additional information regarding Acquisition related charges and credits, refer to the discussion of acquisitions contained in Note 3 of Notes to Consolidated Financial Statements commencing at page F-17 of this report.

Goodwill Impairment. Our goodwill impairment expenses for the years ended December 31, 2011 and 2010 were as follows (dollars in millions):

	2011			2010
Goodwill impairment	$	7.8		$	0.0
Increase (decrease) in goodwill impairment	$	7.8		$	(3.8	)
Percentage change in goodwill impairment		n/m			n/m
Goodwill impairment as a percentage of net sales		1.4	%		0.0	%

We incurred a goodwill impairment charge of $7.8 million in the fourth quarter of 2011 for the goodwill associated with our VIOX Corporation business unit that is included in our ACO operating segment. The charge was a result of a sharp contraction during the fourth quarter of 2011 in the solar industry, which is a material part of VIOX’ business and negatively impacted its 2011 business performance and future prospects. For additional information regarding this impairment charge and our annual test of goodwill for impairment, refer to the discussion of goodwill impairment contained in Note 2 of Notes to Consolidated Financial Statements commencing at page F-9 of this report.

Other Income (Expense). Our other income (expense) for the years ended December 31, 2011 and 2010 were as follows (dollars in millions):

	2011			2010
Other income (expense)	$	(0.5	)	$	(0.8	)
Increase (decrease) in other income (expense)	$	0.3		$	6.5
Percentage change in other income (expense)		(35.7	%)		(89.3	%)
Other income (expense) as a percentage of net sales		(0.1	%)		(0.2	%)

We earned $4.0 million in interest income compared to $5.4 million in the prior year because of the decline in interest rates and our strategy of shortening the maturity of our investments. We were reimbursed $0.8 million for legal fees during this fiscal year concerning a workers compensation matter. We earned additional early discounts on our accounts payable payments of $0.4 million in this fiscal year compared to last year when we did not earn any discounts. During the year ended December 31, 2010, we incurred losses on sales of securities of $0.3 million compared to this year when we had no losses on sales of securities. We incurred $1.0 million in losses on sales of auction rate securities during 2010 compared to a $0.6 million gain in 2011. We recorded gains on foreign currencies of $0.4 million during 2011 compared to $2.1 million in the prior year and we received $0.3 million of manufacturing incentive credits during 2011 for the operation of our Canadian business unit.

Income Taxes. Our (benefit) provision for income taxes for the years ended December 31, 2011 and 2010 were as follows (dollars in millions):

	2011			2010
(Benefit) provision for income taxes	$	44.1		$	(0.9	)
Increase (decrease) in (benefit) provision for income taxes	$	45.0		$	7.2
Percentage change in (benefit) provision for income taxes		n/m			n/m
Provision (benefit) for income taxes as the effective tax rate		34.4	%		(3.2	%)

Income taxes increased during the year ended December 31, 2011 because pre-tax income was higher in 2011 compared to 2010. The tax benefit in 2010 resulted from a net benefit of $5.4 million resulting from the settlement of a refund claim with the State of California and a $484,000 reversal of the liability for uncertain tax positions.

Year Ended December 31, 2010 Compared to Year Ended December 31, 2009

Net Sales

Our total net sales for the years ended December 31, 2010 and 2009 were as follows (dollars in millions):

	2010			2009
Net sales	$	402.9		$	400.6
Increase (decrease) in net sales	$	2.3		$	(279.6	)
Percentage change in net sales		0.6	%		(41.1	)%

Sales increased due to higher shipments of crucibles to the solar energy market, an increase of industrial sales at our ESK Segment which were offset by a reduction in body armor shipments. Overall, net sales for the year ended December 31, 2010 of our defense related products were $117.3 million, a decrease of $81.4 million, or 41.0%, from $198.7 million in the prior year as shipments of body armor were sharply lower due to reduced demand from the U.S. military. Sales for the year ended December 31, 2010 of energy products amounted to $99.9 million, an increase of $37.6 million, or 60.6%, from $62.3 million in the prior year as sales of ceramic crucibles to the solar industry continued to grow. Sales for the year ended December 31, 2010 of industrial products amounted to $138.6 million, an increase of $35.9 million, or 35.0%, from $102.7 million in the prior year

Sales of automotive/diesel products for the year ended December 31, 2010 were $35.9 million, an increase of $10.8 million, or 42.7%, from $25.1 million in the prior year. Sales to the automotive/diesel market represented 8.9% of sales for the year ended December 31, 2010 and 6.3% of sales for the year ended December 31, 2009. The recent events in the automotive industry have not had a material impact on our results of operations or liquidity. We have not experienced any modifications to payment terms due to issues involving customer liquidity in this industry segment.

Our net sales of commercial products for the year ended December 31, 2010 were $11.2 million, a decrease of $0.6 million, or 5.2%, from $11.8 million in the prior year.

Our Advanced Ceramic Operations segment had net sales for the year ended December 31, 2010 and 2009 as follows (dollars in millions):

	2010			2009
Net sales	$	152.6		$	221.8
Increase (decrease) in net sales	$	(69.2	)	$	(237.2	)
Percentage change in net sales		(31.2	)%		(51.7	)%

The primary reason for lower 2010 net sales was that shipments of ceramic body and other armor components for defense customers amounted to $105.0 million, a decrease of $83.6 million, or 44.3%, from $188.6 million of net sales in the prior year. The primary reason for the decline in shipments was a reduction in demand for XSAPI and ESAPI body armor from us by the U.S. Army and our unsuccessful bid during the year ended December 31, 2010 for additional XSAPI body armor. Net sales of XSAPI body armor for the twelve months ending December 31, 2010 were $28.6 million. Offsetting the decline in body armor were sales of combat vehicle armor amounting to $21.3 million, an increase of $8.1 million, or 61.4%, from $13.2 million and an increase in 2010 sales of automotive/diesel products to $7.7 million, an increase of $4.2 million, or 119.0%, from $3.5 million due primarily to the increase in production of heavy-duty diesel trucks. In addition, sales of industrial wear products increased by $4.2 million in 2010, due to the slight rebound in general economic conditions.

Our ESK Ceramics segment had net sales for the year ended December 31, 2010 and 2009 as follows (dollars in millions):

	2010			2009
Net sales	$	130.7		$	105.1
Increase (decrease) in net sales	$	25.6		$	(47.1	)
Percentage change in net sales		24.4	%		(31.0	)%

On a constant currency basis, sales for the year ended December 31, 2010 were $135.7 million, an increase of $30.6 million from the prior year. We computed sales on a constant currency basis by calculating 2009 sales in actual Euros and applying a monthly average foreign exchange rate of the Euro to the U.S. dollar during 2010, which was then compared to 2010 actual sales in U.S dollars. Sales of industrial products for the year ended December 31, 2010 were $89.3 million, an increase of $25.0 million, or 39.0%, from $64.3 million in the prior year. Sales of automotive/diesel products for the year ended December 31, 2010 were $25.8 million, an increase of $5.7 million, or 28.3%, from $20.1 million in the prior year. The increases in sales for industrial and automotive/diesel products were the result of our achieving increase in unit prices of several product lines and a slight rebound in general economic conditions during 2010. Sales of defense products for the year ended December 31, 2010 were $12.7 million, a decrease of $5.7 million, or 30.8%, from $18.4 million in the prior year. Included in sales of defense products for the year ended December 31, 2010 were inter-segment sales of $12.0 million compared to $16.0 million in the prior year, a decrease of $4.0 million of shipments to our Advanced Ceramic Operations segment. The balance of the decrease was due to a reduction in sales of boron carbide powder to third parties in the defense industry for the year ended December 31, 2010, because their sales of ceramic body armor declined.

Our Thermo Materials segment had net sales for the year ended December 31, 2010 and 2009 as follows (dollars in millions):

	2010			2009
Net sales	$	98.8		$	66.1
Increase (decrease) in net sales	$	32.7		$	(14.1	)
Percentage change in net sales		49.5	%		(17.5	%)

The primary reasons for this increase were sales of ceramic crucibles to the solar industry totaling $67.2 million, an increase of $31.6 million, or 88.5%, from $35.6 million of sales in the prior year. Average unit selling prices of ceramic crucibles were constant during the year ended December 31, 2010 compared to the year ended December 31, 2009. Selling prices declined slightly in the first quarter of 2009 year due to increased price competition. Also contributing to the increase were sales to the precision investment casting and refractory industries of $30.1 million, an increase of $10.8 million, or 55.8%, from $19.3 million in the prior year, due to a slight rebound in the industrial sector of the economy. Sales to the defense industry for the year ended December 31, 2010 were $11.2 million, an increase of $2.9 million, or 34.5%, from $8.3 million in the prior year due to an increase in shipments of ceramic missile radomes.

Our Boron segment had net sales for the year ended December 31, 2010 and 2009 as follows (dollars in millions):

	2010			2009
Net sales	$	35.0		$	29.0
Increase (decrease) in net sales	$	6.0		$	4.7
Percentage change in net sales		20.9	%		19.5	%

The primary reasons for this increase in 2010 net sales were sales to the nuclear industry that totaled $22.8 million, an increase of $1.7 million, or 8.3%, from $21.1 million in the prior year and sales to the semiconductor industry of $10.3 million, an increase of $3.3 million, or 45.9%, from $7.0 million in the prior year.

Gross Profit

Our total gross profit for the years ended December 31, 2010 and 2009 were as follows (dollars in millions):

	2010			2009
Gross profit	$	107.9		$	101.6
Increase (decrease) in gross profit	$	6.3		$	(163.7	)
Gross profit percentage		26.8	%		25.4	%

The increase in gross profit and gross profit as a percentage of net sales in the year ended December 31, 2010 were caused primarily by an improved sales mix, especially by increased sales of ceramic crucibles, an increase in gross profit at our ESK segment due to increased operating leverage and the pass through of price increases on certain industrial product lines at our ACO and ESK segments.

Also contributing to the increase in gross profits were higher sales and production volumes of most of our industrial product lines caused by increased demand brought on by the recent slight economic rebound.

Our Advanced Ceramics Operation segment had total gross profit for the years ended December 31, 2010 and 2009 as follows (dollars in millions):

	2010			2009
Gross profit	$	16.0		$	61.6
Increase (decrease) in gross profit	$	(45.6	)	$	(128.9	)
Gross profit percentage		10.6	%		27.8	%

The primary reasons for the decrease in gross profit and gross profit as a percentage of net sales in 2010 were lower volumes of production of body armor and industrial products resulting in an increase of unabsorbed manufacturing overhead expenses, higher scrap rates incurred in the production of body armor especially in XSAPI, and poorer sales mix caused by increased shipments of XSAPI body armor which have lower gross margins than our other body armor products.

Our ESK Ceramics segment had total gross profit for the years ended December 31, 2010 and 2009 as follows (dollars in millions):

	2010			2009
Gross profit	$	39.7		$	14.5
Increase (decrease) in gross profit	$	25.2		$	(23.7	)
Gross profit percentage		30.4	%		13.8	%

The increase in gross profit and gross profit as a percentage of net sales in 2010 were the result of price increases to customers for certain product lines, a favorable sales mix, a decrease in unabsorbed manufacturing overhead expenses caused by higher production volumes, and higher sales of all product lines due to increased demand for our products as a result of the recent slight economic rebound. Gross profit in 2009 was adversely impacted by the $1.9 million of charge for accelerated depreciation of fixed assets in connection with the closing of the facility in Bazet, France. Additional information regarding this plant closure is provided below under the caption “Restructuring – Plant Closure and Severance.”

Our Thermo Materials segment had total gross profit for the years ended December 31, 2010 and 2009 as follows (dollars in millions):

	2010			2009
Gross profit	$	44.5		$	22.5
Increase (decrease) in gross profit	$	22.0		$	(9.8	)
Gross profit percentage		45.1	%		34.9	%

Gross profit increased in 2010 due to higher production rates of our crucibles allowing more absorption of manufacturing costs per unit produced. Also contributing to the increase in gross profit was increased sales of industrial and refractory products due to the recent economic expansion resulting in a decrease of unabsorbed manufacturing overhead expenses compared to the prior year.

Our Boron segment had total gross profit for the years ended December 31, 2010 and 2009 as follows (dollars in millions):

	2010			2009
Gross profit	$	8.0		$	2.4
Increase (decrease) in gross profit	$	5.6		$	0.6
Gross profit percentage		22.9	%		8.4	%

The increase in gross profits in 2010 was the result of higher sales to the semiconductor and nuclear industries, and a favorable sales mix. Of the $5.6 million increase in gross profit, $4.6 million was from additional gross profit from sales of products to the nuclear and semiconductor industries and improved absorption of fixed manufacturing costs. This increase was partially offset by an increase of $1.0 million in negative gross profit from SemEquip, Inc. to a negative $3.6 million gross profit in the year ending December 31, 2010, from a negative $2.6 million in the prior year.

Selling, General and Administrative Expenses. Our selling, general and administrative expenses for the years ended December 31, 2010 and 2009 were as follows (dollars in millions):

	2010			2009
Selling, general and administrative expenses	$	61.9		$	65.6
Increase (decrease) in selling, general and administrative expenses	$	(3.7	)	$	(9.5	)
Percentage change in selling, general and administrative		(5.6	%)		12.6	%
Selling, general and administrative expenses; percentage of net sales		15.4	%		16.4	%

The decrease in selling, general and administrative expenses was due to a reduction in headcount and related personnel and travel expenses. During the year ended December 31, 2010, we incurred $0.5 million in transaction expenses in connection with our acquisition of VIOX Corporation that was closed in January 2011.

Research and Development Expenses. Our research and development expenses for the years ended December 31, 2010 and 2009 were as follows (dollars in millions):

	2010			2009
Research and development expenses	$	11.7		$	12.3
Increase (decrease) in research and development expenses	$	(0.6	)	$	(2.5	)
Percentage change in research and development expenses		(4.6	%)		(17.1	%)
Research and development as a percentage of net sales		2.9	%		3.1	%

The primary reasons for the decrease in research and development expenses were the reduction in headcount and related personnel and travel expenses.

Restructuring – Plant Closure and Severance. Our restructuring – plant closure and severance expenses for the years ended December 31, 2010 and 2009 were as follows (dollars in millions):

	2010			2009
Restructuring - plant closure and severance	$	3.5		$	12.9
Increase (decrease) in restructuring – plant closure and severance	$	(9.4	)	$	12.9
Percentage change in restructuring - plant closure and severance		(72.9	%)		n/m
Restructuring - plant closure and severance as a percentage of net sales		0.9	%		3.2	%

We recorded pre-tax restructuring and severance charges of $3.5 million for the year ended December 31, 2010 in connection with the closing of our hot pressing lines at our facility in Costa Mesa, California. We made this decision to close this facility as a cost-cutting measure to reduce our capacity due to the reduction in body armor demand from peak levels of the past several years. We recorded pre-tax restructuring and severance changes of $12.9 million for the year ended December 31, 2009 in connection with the closing of our facility in Bazet, France. These decisions were consistent with our ongoing objective to lower the costs of our manufacturing operations.

Acquisition Related Charges. Our acquisition related charges for the years ended December 31, 2010 and 2009 were as follows (dollars in millions):

	2010			2009
Acquisition related charges	$	1.6		$	(0.8	)
Increase (decrease) in acquisition related charges	$	2.3		$	(10.6	)
Percentage change in acquisition related charges		n/m			n/m
Acquisition related charges as a percentage of net sales		0.4	%		(0.2	%)

We incurred an acquisition-related charge of $1.6 million for the year ended December 31, 2010 associated with the adjustment of economic assumptions regarding our purchase of the assets of Diaphorm, LLC in 2009. During the fourth quarter of 2010, we revised the estimated future sales and earnings of Diaphorm, which caused an increase to the estimated acquisition liability and a charge to pre-tax earnings for the year ended December 31, 2010.

Goodwill Impairment. Our goodwill impairment expenses for the years ended December 31, 2010 and 2009 were as follows (dollars in millions):

	2010			2009
Goodwill impairment	$	0.0		$	3.8
Increase (decrease) in goodwill impairment	$	(3.8	)	$	3.8
Percentage change in goodwill impairment		n/m			n/m
Goodwill impairment as a percentage of net sales		0.0	%		1.0	%

We incurred a goodwill impairment charge of $3.8 million in the second quarter of 2009 for the goodwill associated with our Ceradyne Canada operating segment, which is now included in our Boron operating segment. For additional information regarding this impairment charge and our annual test of goodwill for impairment, refer to the discussion of goodwill impairment contained in Note 2 of Notes to Consolidated Financial Statements commencing at page F-6 of this report.

Other Income (Expense). Our other income (expense) for the years ended December 31, 2010 and 2009 were as follows (dollars in millions):

	2010			2009
Other income (expense)	$	(0.8	)	$	(7.3	)
Increase (decrease) in other income (expense)	$	6.5		$	(2.6	)
Percentage change in other income (expense)		89.3	%		(56.3	%)
Other income (expense) as a percentage of net sales		(0.2	%)		(1.8	%)

We incurred losses from auction rate securities of $5.2 million in 2009 and $1.0 million in 2010. We also had a $1.9 gain on the early extinguishment of debt in 2009 and we had none in 2010. Interest expense for the year ended December 31, 2010 was $6.2 million, a decrease of $0.9 million, or 12.2%, from $7.1 million because we bought back $27.9 million of the total $121.0 million principal of our convertible bond in 2009. Interest income increased by $1.3 million in 2010 because we slightly increased the maturity of our investments.

Income Taxes. Our (benefit) provision for income taxes for the years ended December 31, 2010 and 2009 were as follows (dollars in millions):

	2010			2009
(Benefit) provision for income taxes	$	(0.9	)	$	(8.1	)
Increase (decrease) in (benefit) provision for income taxes	$	7.2		$	(64.5	)
Percentage change in (benefit) provision for income taxes		n/m			n/m
(Benefit) provision for income taxes as a percentage of net sales		(0.2	%)		(2.0	%)

The tax benefit in 2010 resulted from a net benefit of $5.4 million resulting from the settlement of a refund claim with the State of California and a $484,000 reversal of the liability for uncertain tax positions. The tax benefit in 2009 resulted from a reversal of liability for uncertain tax positions as well as the tax benefits from the expenses and losses due to the closure of our Bazet, France manufacturing facility. We also had a significant part of our pre-tax income originating from our operations in China where we were granted a full tax holiday for 2009 and a reduced statutory tax rate of 12.5% in 2010.

Liquidity and Capital Resources

We generally have met our operating and capital requirements with cash flow from operating activities and proceeds from the sale of shares of our common stock.

The following table presents selected financial information and statistics as of and for the two years ended December 31, 2011 and 2010 (in thousands):

	2011		2010
Cash, cash equivalents and short term investments	$	275,047	$	246,296
Accounts receivable, net		73,646		53,019
Inventories, net		117,273		94,258
Working capital		379,154		414,414
Annual operating cash flow		108,692		76,135

During the year ended December 31, 2011, we generated $108.7 million of cash from operations compared to $76.1 million for the year ended December 31, 2010. The $108.7 million of cash flow from operations during 2011 is primarily comprised of net income totaling $83.9 million, with $71.4 million of non-cash charges included therein, offset by an increase in net operating assets and liabilities of $46.6 million, mostly due to increases in accounts receivables and inventory.

Investing activities consumed $83.3 million of cash during the year ended December 31, 2011. We invested $78.6 million for the purchase of marketable securities as we shortened the maturities of our investments in an attempt to decrease principal risk. We also spent $31.3 million for the purchase of property, plant and equipment. Included in this amount are $12.4 million for improvements in the production of ceramic crucibles at our China and Atlanta facilities. These expenditures for investing activities were partially offset by $52.5 million of proceeds from sales and maturities of marketable securities. We spent $27.7 million for the acquisition of VIOX.

Financing activities during the year ended December 31, 2011 consumed $23.9 million. During the year ended December 31, 2011, we purchased and retired 842,934 shares of our common stock at an aggregate cost of $25.8 million under a stock repurchase program authorized by our Board of Directors in March 2008. To date, we have purchased and retired a cumulative total of 3,842,305 shares at an aggregate cost of $100.0 million. This completed our board of directors’ first authorization to repurchase shares. On August 31, 2011, we announced that our board of directors had authorized the repurchase and retirement of up to an additional $100.0 million of our common stock in open market transactions, including block purchases, or in privately negotiated transactions. We did not set a time limit for completion of this repurchase program, and we may suspend or terminate it at any time.

The negative effect of exchange rates on cash and cash equivalents of $4.7 million during the year ended December 31, 2011 was due to our investment in our German subsidiary, ESK Ceramics, in our two Chinese subsidiaries, Ceradyne (Tianjin) Technical Ceramics, Ltd. and Ceradyne (Tianjin) Advanced Materials Co., Ltd and our Indian subsidiary, Ceradyne Ceramics India, Private Limited.

As a result of the above items, our net cash at December 31, 2011 declined by $3.2 million as compared to a $68.7 million decrease during the year ended December 31, 2010.

The following table presents selected financial information and statistics as of and for the two years ended December 31, 2010 and 2009 (in thousands):

	2010		2009
Cash, cash equivalents and short term investments	$	246,296	$	239,820
Accounts receivable, net		53,019		53,269
Inventories, net		94,258		100,976
Working capital		414,414		406,207
Annual operating cash flow		76,135		67,773

During the year ended December 31, 2010, we generated $76.1 million of cash from operations compared to $67.8 million for the year ended December 31, 2009. The $76.1 million of cash flow from operations during 2010 is primarily comprised of net income totaling $29.3 million, with $58.1 million of non cash charges included therein, offset by a reduction in net operating assets and liabilities of $11.3 million, mostly due to an increase in prepaid taxes as we have applied for tax refunds by amending previous years’ income tax returns. We invested $44.2 million to expand manufacturing capacity in selected product lines, of which $22.8 million was spent for the expansion of our facilities in China. We also used $19.8 million to buy back 854,134 shares of our stock. In an effort to increase yield, as of December 31, 2010 we had invested a net additional $83.4 million in marketable securities as compared to the end of 2009. As a result, our net cash at December 31, 2010 declined by $68.7 million as compared to a $93.1 million decrease during the year ended December 31, 2009.

Investing activities consumed $123.6 million of cash during the year ended December 31, 2010. We invested $122.9 million for the purchase of marketable securities as we extended the maturities of our investments in an attempt to increase our return. We also spent $44.2 million for the purchase of property, plant and equipment. Included in this amount are $30.9 million for improvements in the production of ceramic crucibles at our China and Atlanta facilities and $2.5 million for the ongoing implementation of our SAP software system. These expenditures for investing activities were partially offset by $39.5 million of proceeds from sales and maturities of marketable securities.

Financing activities during the year ended December 31, 2010 consumed $19.9 million. During the year ended December 31, 2010, we purchased and retired 854,134 shares of our common stock at an aggregate cost of $19.8 million under a stock repurchase program authorized by our Board of Directors in March 2008. Through December 31, 2010, we had purchased and retired a cumulative total of 2,999,371 at an aggregate cost of $74.2 million.

The negative effect of exchange rates on cash and cash equivalents of $1.4 million during the year ended December 31, 2010 was due to our investment in our German subsidiary, ESK Ceramics, and in our two Chinese subsidiaries, Ceradyne (Tianjin) Technical Ceramics, Ltd. and Ceradyne (Tianjin) Advanced Materials Co., Ltd.

During December 2005, we issued $121.0 million principal amount of 2.875% senior subordinated convertible notes due December 15, 2035. As referenced above, we purchased and retired an aggregate of $27.9 million principal amount of our convertible debt for $23.2 million during 2009, reducing the outstanding balance of the Notes to $93.1 million. Interest on the notes is payable on December 15 and June 15 of each year, commencing on June 15, 2006. The notes are convertible into 17.1032 shares of our common stock for each $1,000 principal amount of the notes (which represents a conversion price of approximately $58.47 per share), subject to adjustment. The notes contain put options, which may require us to repurchase in cash all or a portion of the notes on December 15, 2012, December 15, 2015, December 15, 2020, December 15, 2025, and December 15, 2030 at a repurchase price equal to 100% of the principal amount of the notes to be repurchased plus accrued and unpaid interest, including contingent interest, if any, to but excluding the repurchase date. We reclassified our long term debt consisting of our outstanding Notes, as short-term debt because the Note holders have the right to demand repayment on December 15, 2012.

For further information regarding the Notes, refer to Note 4 of Notes to Consolidated Financial Statements commencing at page F-6 of this report.

In December 2005, we established an unsecured $10.0 million line of credit (“2005 LOC”) which will expire on May 1, 2014. As of December 31, 2011, there were no outstanding amounts on the 2005 LOC. However, the available line of credit at December 31, 2011 has been reduced by outstanding letters of credit in the aggregate amount of $4.2 million. The fixed interest rate on the 2005 LOC was 1.3% as of December 31, 2011. In June 2011, we established a separate unsecured $5.0 million line of credit (“2011 LOC”) that was increased to $7.0 million on December 19, 2011 and will mature on April 1, 2013. We expect to renew the 2011 LOC at that time for multiple years. As of December 31, 2011, there were no outstanding amounts on the 2011 LOC. However, the available line of credit at December 31, 2011 has been reduced by outstanding letters of credit in the aggregate amount of $1.9 million. The interest rate on the 2011 LOC was 1.3% as of December 31, 2011 which was based on the LIBOR rate for a period of one month, plus a margin of 1.0% percent. In the first quarter of 2012, we will finalize the transfer of the outstanding letters of credit under the 2005 LOC to the 2011 LOC and close the 2005 LOC.

Pursuant to the line of credit agreements, we are subject to certain covenants, which include, among other things, the maintenance of specified minimum amounts of net income and liquidity. We were in compliance with all covenants at December 31, 2011.

Our cash, cash equivalents and short-term investments totaled $275.0 million at December 31, 2011, compared to $246.3 million at December 31, 2010. At December 31, 2011, we had working capital of $379.2 million, compared to $414.4 million at December 31, 2010. We reclassified our long term debt consisting of our outstanding convertible notes, as short-term debt because the convertible note holders have the right to demand repayment on December 15, 2012. This reclassification caused a decrease in working capital of $89.3 million during December 2011. Our cash position includes amounts denominated in foreign currencies, and the repatriation of those cash balances from our ESK Ceramics subsidiary or our China subsidiary does not result in additional tax costs. We believe that our current cash and cash equivalents on hand and cash available from the sale of short-term investments, and cash we expect to generate from operations will be sufficient to finance our anticipated capital and operating requirements for at least the next 12 months. Our anticipated capital requirements for 2012 primarily relate to normal replacements of equipment and the expansion of a third production tower for our manufacturing facilities in Quapaw, Oklahoma for our Ceradyne Boron Products business unit anticipated to cost $9.3 million and for an expansion of our boron nitride production capacity in Kempten, Germany for our ESK Ceramics subsidiary at an anticipated cost of $6.1 million. We expect to complete both of these expansions by the end of 2012. To finance these expansions, we will use existing cash balances held in our bank accounts in Germany and the balance will be funded from our existing cash balances in the United States. We also may utilize cash, and, to the extent necessary, borrowings from time to time to acquire other businesses, technologies or product lines that complement our current products, enhance our market coverage, technical capabilities or production capacity, or offer growth opportunities. We have no present agreements for any material acquisitions.

Our material contractual obligations and commitments as of December 31, 2011 are as follows (amounts in thousands):

	Payments Due by Period
	Total		Less than 1 Year		2-3 Years		4-5 Years		After 5 Years
Debt, principal amount	$	93,100	$	93,100	$	-	$	-	$	-
Capital lease obligations		101		32		49		20		-
Non-cancelable leases		8,539		3,372		3,518		888		761
Pension benefits		9,212		860		1,944		2,123		4,285
Information technology systems		3,053		1,442		1,611		-		-
Cash commitments for interest expense		2,208		2,208		-		-		-
Utility contract		5,868		4,789		1,079		-		-
Total contractual obligations	$	122,081	$	105,803	$	8,201	$	3,031	$	5,046

As of December 31 2011, we have $1.8 million of uncertain tax positions. We are unable to make a reasonable estimate regarding settlement of these uncertain tax positions, and as a result, they have been excluded from the table.

Off-Balance Sheet Arrangements

The only off-balance sheet arrangement is the conversion feature of our 2.875% convertible senior subordinated notes discussed above.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of financial condition and results of operations, as well as disclosures included elsewhere in this report are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. Preparing these consolidated financial statements requires our management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingencies. Management has not determined how reported amounts would differ based on the application of different accounting policies. Management has also not determined the likelihood that materially different amounts could be reported under different conditions or using different assumptions. We believe that the critical accounting policies that most impact the consolidated financial statements are as described below. A summary of our significant accounting policies is included in Note 2 to our consolidated financial statements which begin on page F-6 of this report.

The application of accounting policies requires the use of judgment and estimates. As it relates to the Company, estimates and forecasts are required to determine sales returns and reserves, rebate reserves, allowances for doubtful accounts, reserves for excess and obsolete inventory, investments in unconsolidated affiliates, workers' compensation liabilities, employee benefit related liabilities, income taxes, any temporary or other than temporary impairment of assets, forecasted transactions to be hedged, litigation reserves and contingencies.

These matters that are subject to judgments and estimates are inherently uncertain, and different amounts could be reported using different assumptions and estimates. Management uses its best estimates and judgments in determining the appropriate amount to reflect in the financial statements, using historical experience and all available information. The Company also uses the assistance of outside experts where appropriate. The Company applies estimation methodologies consistently from year to year.

The Company believes the following are the critical accounting policies which could have the most significant effect on the Company's reported results and require subjective or complex judgments by management.

Sales Recognition . Sales are recorded when all of the following have occurred: an agreement of sale exists, the product has been delivered according to the terms of the sales order, title has been transferred and collection is reasonably assured. Management is required to make judgments about whether or not collection is reasonably assured. We may reduce revenue with reserves for sales returns. Allowances, which are recorded at the time revenue is recognized, are based upon historical sales returns. We did not include a sales return provision at December 31, 2011 and 2010 because our historical experience with sales returns leads us to conclude that no allowance for sales returns is necessary.

Accounts Receivable . We review our trade accounts receivables and our estimates of the allowance for doubtful accounts each period. The allowance for doubtful accounts is determined by analyzing specific customer accounts and assessing the risk of uncollectibility based on insolvency, disputes or other collection issues. In addition, we routinely analyze the different aging categories and establish allowances based on the length of time receivables are past due (based on contractual terms). A write-off will occur if the settlement of the account receivable is less than the carrying amount or we ultimately determine the balance will not be collected. The amounts we will ultimately realize could differ materially from the amounts assumed in arriving at the allowance for doubtful accounts in the financial statements included in this report beginning on page F-1.

Inventories . Inventories are valued at the lower of cost (first-in, first-out) or market. The write-down of inventory for obsolete items is based on our estimate of the amount considered obsolete based on specific reviews of inventory items. In estimating the allowance, we rely on our knowledge of the industry as well as our current inventory levels. The amounts we will ultimately realize could differ from the estimated amounts. Inventory costs include the cost of material, labor and manufacturing overhead.

Accounting for Long-Lived Assets . Long-lived assets and intangible assets with definite lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment indicators include, among other conditions, cash flow deficits, historic or anticipated declines in revenue or operating profit and adverse legal or regulatory developments. If it is determined that such indicators are present and the review indicates that the assets will not be fully recoverable, based on undiscounted estimated cash flow over the remaining amortization periods, their carrying values are reduced to estimated fair market value. Estimated fair market value is determined primarily using the anticipated cash flow discounted at a rate commensurate with the risk involved. For the purposes of identifying and measuring impairment, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flow are largely independent of the cash flow of other assets and liabilities.

Goodwill and Intangible Assets . Goodwill is not amortized, but instead goodwill and indefinite lived assets are required to be tested for impairment annually and under certain circumstances. The Company performs such testing of goodwill in the fourth quarter of each year at year end, or as events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. During the fourth quarter of 2011, the Company early adopted new accounting guidance which simplifies goodwill impairment testing. The new accounting guidance allows the Company to conduct an assessment of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, it then conducts a two-step test for impairment of goodwill. The first step of the test for goodwill impairment compares the fair value of the applicable reporting unit with its carrying value. The Company conducts the test for impairment of goodwill at the reporting unit level. The Company’s reporting units engage in business activities for which discrete financial information is available. The Company’s reporting units are: Advanced Ceramic Operations, VIOX, Thermo Materials, ESK Ceramics, and Boron. Fair value is determined using a discounted cash flow method and/or prevailing earnings multiples for each reporting unit. The use of discounted cash flows requires the use of various economic, market and business assumptions in developing the Company’s internal forecasts, the useful life over which cash flows will occur, and determination of the Company’s weighted average cost of capital that reflect the Company’s best estimates when performing the annual impairment test.

If the fair value of a reporting unit is less than the reporting unit’s carrying value, the Company will perform the second step of the test for impairment of goodwill. During the second step of the test for impairment of goodwill, the Company will compare the implied fair value of the reporting unit’s goodwill with the carrying value of that goodwill. If the carrying value of the goodwill exceeds the calculated implied fair value, the excess amount will be recognized as an impairment loss. We believe the methods we use to determine these underlying assumptions and estimates are reasonable. However, our assumptions and estimates may differ significantly from actual results, or circumstances could change in the future which may then cause us to later conclude that an impairment exists, or with hindsight, it may appear that we could have understated the extent of impairment based on new information that was unknown at the prior testing date. We may incur a goodwill impairment charge in the future, if for example, the market price of our stock materially declines, if the financial results of our operations deteriorate or other circumstances require an impairment charge. Intangible assets with definite lives are amortized over their estimated useful lives based on the economic consumption method.

During the fourth quarter of 2011, the Company observed a continuing sharp contraction in the solar industry, which is a material part of the VIOX reporting unit business that the Company believed would negatively impact its current and future business performance. In performing the step one analysis, the Company used a discounted cash flow analysis which reflected estimates of cash flows which had decreased significantly since those estimated at the time of the VIOX acquisition in January 2011. Accordingly, as of December 31, 2011, the VIOX reporting unit failed step one of the impairment test. The Company performed step two of the impairment test which resulted in no implied value of goodwill for VIOX. Accordingly the Company recognized a charge for goodwill impairment of $7.8 million during 2011.

Pension . The Company provides pension benefits to its employees of its subsidiaries of ESK Ceramics and Ceradyne Boron Products. For the pension plans of both subsidiaries, we make several assumptions that are used in calculating the expense and liability of the plans. These key assumptions include the expected long-term rate of return on plan assets and the discount rate. In selecting the expected long-term rate of return on assets, we consider the average future rate of earnings expected on the funds invested or to be invested to provide for the benefits under the pension plans. This includes considering the plans’ asset allocations and the expected returns likely to be earned over the life of this plan. A hypothetical 50 basis point change in the expected long-term rate of return on assets would not be material. The discount rate reflects the estimated rate at which an amount that is invested in a portfolio of high-quality debt instruments would provide the future cash flows necessary to pay benefits when they come due. A hypothetical 50 basis point change in the discount rate would change the pension obligation by approximately $2.2 million. The impact on pension expense from a hypothetical 50 basis point change in the discount rate would not be material. In addition the expense and liabilities of the plan were determined using other assumptions for future experience, such as mortality rates. The actuarial assumptions used by us may differ materially from actual results due to changing market and economic conditions or longer or shorter life spans of the participants. Our actual results could differ materially from those we estimated, which could require us to record a greater amount of pension expense.

Recent Accounting Pronouncements

Please refer to Note 2 of the Notes to Consolidated Financial Statements for recent accounting pronouncements which could have an impact on our consolidated financial statements and related disclosures.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

Our exposure to market rate risk for changes in interest rates relates primarily to our investment portfolio and our debt. We have not used derivative financial instruments in our investment portfolio. We place our investments with high-quality issuers and, by policy, limit the amount of credit exposure to any one issuer. We protect and preserve our invested funds by limiting default, market and reinvestment risk. Our investments in marketable securities consist primarily of high-grade corporate and government securities with maturities of less than two years. Investments purchased with an original maturity of three months or less are considered cash equivalents. Our long term investments at December 31, 2011, included $15.0 million of auction rate securities, net of a pre-tax temporary impairment charge of $3.0 million against accumulated other comprehensive income and a pre-tax other than temporary impairment charge of $4.7 million against earnings.

The Company’s investments in auction rate securities represent interests in insurance securitizations collateralized by pools of residential and commercial mortgages, asset backed securities and other structured credits relating to the credit risk of various bond guarantors that mature at various dates from June 2021 through July 2052. These auction rate securities were intended to provide liquidity via an auction process which is scheduled every 28 days, that resets the applicable interest rate, allowing investors to either roll over their holdings or gain immediate liquidity by selling such interests at par. Interest rates are capped at a floating rate of one month LIBOR plus additional spread ranging from 1.25% to 4.00% depending on prevailing rating. During the second half of the year 2007, through December 31, 2011, the auctions for these securities failed. As a result of current negative conditions in the global credit markets, auctions for our investment in these securities are inactive. Consequently, the investments are not currently liquid through the normal auction process and may be liquidated if a buyer is found outside the auction process. Although the auctions have failed and are currently inactive, the Company continues to receive underlying cash flows in the form of interest income from the investments in auction rate securities. As of December 31, 2011, the fair value of the Company’s investments in auction rate securities was below cost by approximately $7.8 million. The fair value of the auction rate securities has been below cost for more than two years.

With respect to our investments in auction rate securities, we categorized the investments into three main categories for analytical purposes which comprised (1) “insurance wrapped” securities, (2) “put right” securities and (3) “credit derivative product company” securities. The insurance wrapped category comprised auction rate securities where the payments are guaranteed by an insurance company, such as a “monoline” financial guaranty insurance company. The put right category comprised an auction rate security that was created to provide capital to the issuer in the event that the issuer exercised the put right. The credit derivative product company category comprised auction rate securities where the issuer is a financial services company that offers credit risk protection of structured financial assets in the form of credit derivatives. The auction rate securities issued by these financial services companies were created as a way to provide collateral for the issuers to use for entering into credit default swaps. During 2010, we sold all of our investments in the credit derivative product company category.

As part of our evaluation as to whether the decline in fair value of the auction rate securities was other-than-temporary, where it was probable that the Company would not collect all contractual cash flows and the remaining balance was not recoverable, we considered factors which included, but were not limited to, general market conditions, the length of time and extent to which the market value has been less than cost, the financial condition and near-term prospects of the issuer of the securities, and our intent and ability to hold the investment for a period of time to allow for any anticipated recovery in market value. If the decline in fair value is judged to be other than temporary, the cost basis of the individual security is written down to fair value as a new cost basis and the amount of the write-down is included in earnings. The new cost basis is not changed for subsequent recoveries in fair value. Subsequent increases in the fair value of available-for-sale securities are included in other comprehensive income; subsequent decreases in fair value, if not an other-than-temporary impairment, are included in other comprehensive income. Also, due to the illiquid market for the auction rate securities and limited availability of public information on these securities, we engaged a third party investment banking firm to assist us in performing the valuation of the securities. Our valuation analysis used a trinomial discount model where the compilations of future cash flows were priced by summing the present values of the future principal and interest payments. We then forecasted probabilities of default, auction failure, and a successful auction at par or repurchase at par for each period, as well as forecasted recovery rates in default for each of the securities. Finally, we discounted the weighted average cash flow for each period back to present value at the determined discount rate for each of the securities.

Based on the information included in prospectuses and other data compiled for each of the auction rate securities for the years ended December 31, 2011 and 2010, we determined that the decline in fair values of the put right securities and credit derivative product company securities categories were other-than-temporary. This determination considered the terms of guarantees associated with the securities, the quality of the underlying collateral, external ratings and other relevant available market information compiled with the assistance of the third party investment banking firm. Quantitative data reviewed and analyzed by us also indicated that the cumulative probability of default at some point in the future was more than 30% for the insurance wrapped company securities at the high end of the value range as of December 31, 2011. We believed it was probable that we would collect all contractual cash flows and the carrying value of the securities in the insurance wrapped category as of December 31, 2011 was determined to be recoverable based on the valuation of the securities which considered the terms of certain guarantees, quality of underlying collateral, external ratings and other relevant market information.

For the quarter ended June 30, 2009, we adopted new accounting guidance issued by the FASB Staff on the effective date of April 1, 2009. In accordance with the new guidance, when an other-than-temporary impairment has occurred, the amount of the other-than-temporary impairment recognized in earnings depends on whether an entity intends to sell the security or more likely than not will be required to sell the security before recovery of its amortized cost basis less any current-period credit loss. Based on our evaluation of the auction rate securities as of December 31, 2011, we determined that it was more likely than not that we would be required to sell the put right securities before recovery of our amortized cost, accordingly, we recognized other-than-temporary impairment charges for the decline in fair value during the year ended December 31, 2011.

In addition to the above, during the year ended December 31, 2011, we also recognized an other-than-temporary impairment charge for the credit risk associated with the insurance wrapped securities. In determining whether a credit loss existed, we used our best estimate of the present value of cash flows expected to be collected from the debt security. We then discounted the expected cash flows at the effective interest rate implicit in the security at the date of acquisition. The difference between the present value of the cash flows expected to be collected and amortized cost represented the impairment charge for credit risk. We believe that the carrying value of the securities in the insurance wrapped category, after the adjustment for credit risk, as of December 31, 2011 was determined to be recoverable based on the valuation of the securities which considered the terms of certain guarantees, quality of underlying collateral, external ratings and other relevant market information.

We classify all of our investments as available-for-sale. Available-for-sale securities are carried at fair value, with unrealized gains and losses, net of tax, reported in a separate component of stockholders’ equity. Average maturity of our investment portfolio is 413 days; therefore, the movement of interest rates should not have a material impact on our balance sheet or income statement.

At any time, a significant increase/decrease in interest rates will have an impact on the fair market value and interest earnings of our investment portfolio. We do not currently hedge this interest rate exposure. We have performed a sensitivity analysis as of December 31, 2011 and 2010, using a modeling technique that measures the change in the fair values arising from a hypothetical 50 basis points and 100 basis points adverse movement in the levels of interest rates across the entire yield curve, which are representative of historical movements in the Federal Funds Rate with all other variables held constant. The analysis covers our investment and is based on the weighted-average maturity of our investments as of December 31, 2011 and 2010. The sensitivity analysis indicated that a hypothetical 50 basis points adverse movement in interest rates would result in a loss in the fair values of our investment instruments of approximately $1.0 million at December 31, 2011 and approximately $1.1 million at December 31, 2010. Similarly a hypothetical 100 basis points adverse movement in interest rates would result in a loss in the fair values of our investments of approximately $2.0 million at December 31, 2011 and approximately $2.2 million at December 31, 2010.

Actual maturities may differ from contractual maturities because the issuer of the securities may have the right to repurchase such securities. We classify short-term investments in current assets, as all such investments are available for current operations.

We are not exposed to market risks related to fluctuations in interest rates on our debt as it is fixed rate debt. Consequently, we do not utilize interest rate swaps or other types of derivative financial instruments regarding our debt.

Foreign Currency Fluctuations

We enter into foreign exchange forward contracts to reduce earnings and cash flow volatility associated with foreign exchange rate changes to allow our management team to focus its attention on its core business operations. Accordingly, we enter into contracts which change in value as foreign exchange rates change to economically offset the effect of changes in value of foreign currency assets and liabilities, commitments and anticipated foreign currency denominated sales and operating expenses. We enter into foreign exchange forward contracts in amounts between minimum and maximum anticipated foreign exchange exposures, generally for periods not to exceed one year. These derivative instruments are not designated as accounting hedges.

We measure the financial statements of our foreign subsidiaries using the local currency as the functional currency. Assets and liabilities of these subsidiaries are translated at the exchange rate on the balance sheet date. Revenues, costs and expenses are translated at the rates of exchange prevailing during the year. Translation adjustments resulting from this process are included in stockholders’ equity. Gains and losses from foreign currency transactions are included in other income miscellaneous.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Consolidated Financial Statements and Supplementary Data commence at page F-1 of this report and an index thereto is included in Part IV, Item 15 of this report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934) were effective.

Changes in Internal Control over Financial Reporting

Our management evaluated our internal control over financial reporting and there have been no changes during the fiscal quarter ended December 31, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our 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. 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. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2011. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on our assessment, we have concluded that, as of December 31, 2011, our internal control over financial reporting was effective based on those criteria.

Ceradyne’s independent registered public accounting firm, PricewaterhouseCoopers LLP, issued a report on the effectiveness of our internal control over financial reporting as of December 31, 2011, which appears herein.

ITEM 9B. OTHER INFORMATION

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information in response to this item (except for certain information concerning executive officers included in Part I of this report) is incorporated by reference from the registrant’s definitive proxy statement to be filed with the Commission within 120 days after the close of registrant’s fiscal year.

ITEM 11. EXECUTIVE COMPENSATION

Information in response to this item is incorporated by reference from the registrant’s definitive proxy statement to be filed with the Commission within 120 days after the close of registrant’s fiscal year.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) List of documents filed as part of this report:

Financial Statements :

	Page
Report of Independent Registered Public Accounting Firm		F-1
Consolidated Balance Sheets at December 31, 2011 and 2010		F-2
Consolidated Statements of Income for the Years Ended December 31, 2011, 2010 and 2009		F-3
Consolidated Statements of Stockholders’ Equity and Comprehensive Income for the Years Ended December 31, 2011, 2010 and 2009		F-4
Consolidated Statements of Cash Flows for the Years Ended December 31, 2011, 2010 and 2009		F-5
Notes to Consolidated Financial Statements		F-6

(b) List of Exhibits

Exhibit Number		Description

3.1		Restated Certificate of Incorporation of Ceradyne, Inc., as filed with the Secretary of State of Delaware on May 25, 1987. Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 10-Q Report for the quarter ended June 30, 2006.

3.2		Certificate of Amendment of Restated Certificate of Incorporation of Ceradyne, Inc., as filed with the Secretary of State of Delaware on June 8, 2006. Incorporated herein by reference to Exhibit 3.2 to the Registrant’s Form 10-Q Report for the quarter ended June 30, 2006.

3.3		Bylaws of Registrant. Incorporated herein by reference to Exhibit 3.3 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007.

3.4		Amendment to Bylaws of Registrant, adopted April 29, 1996. Incorporated herein by reference to Exhibit 3.4 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007.

3.5		Amendment to Bylaws of Registrant, adopted December 18, 2007. Incorporated herein by reference to Exhibit 3.5 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007.

4.1		Indenture dated December 19, 2005, between Ceradyne, Inc. and Union Bank of California, N.A., as Trustee. Incorporated herein by reference to Exhibit 4.1 of Registrant’s Form 8-K Current Report dated December 13, 2005, filed with the Commission on December 19, 2005.

4.2		First Supplemental Indenture dated December 19, 2005, between Ceradyne, Inc. and Union Bank of California, N.A., as Trustee. Incorporated herein by reference to Exhibit 4.2 of Registrant’s Form 8-K Current Report dated December 13, 2005, filed with the Commission on December 19, 2005.

4.3		Form of 2.875% Senior Subordinated Convertible Note due 2035. Incorporated herein by reference to Exhibit 4.3 of Registrant’s Form 8-K Current Report dated December 13, 2005, filed with the Commission on December 19, 2005.

10.1*		Ceradyne, Inc. 1994 Stock Incentive Plan. Incorporated herein by reference to Exhibit 10.31 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1994.

10.2*		Amendment No. 1 to the Ceradyne, Inc. 1994 Stock Incentive Plan. Incorporated herein by reference to Exhibit 4.2 to Registrant’s Registration Statement on Form S-8 (File No. 33-61675).

10.3*		Amendment No. 2 to the Ceradyne, Inc. 1994 Stock Incentive Plan. Incorporated herein by reference to Exhibit 10.36 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1996.

10.4*		Amendment No. 3 to the Ceradyne, Inc. 1994 Stock Incentive Plan. Incorporated herein by reference to Exhibit 4.4 to Registrant’s Registration Statement on Form S-8 (File No. 333-31679).

10.5*		Amendment No. 4 to the Ceradyne, Inc. 1994 Stock Incentive Plan. Incorporated herein by reference to Exhibit 10.29 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998.

10.6*		Amendment No. 5 to the Ceradyne, Inc. 1994 Stock Incentive Plan. Incorporated herein by reference to Exhibit 10.29 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000.

Exhibit

Number

Description

10.7*	Amendment No. 6 to the Ceradyne, Inc. 1994 Stock Incentive Plan. Incorporate herein by reference to Exhibit 4.7 to the Registrant’s Registration Statement on Form S-8 (File No. 333-64094).

10.8*	Amendment No. 7 to the Ceradyne, Inc. 1994 Stock Incentive Plan. Incorporated herein by referenced to Exhibit 10.34 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2002.

10.9*	Ceradyne, Inc. 2003 Stock Incentive Plan, as Amended and Restated as of March 23, 2010. Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K Current Report dated June 8, 2010, filed with the Commission on June 11, 2010.

10.10*	Form of Stock Option Agreement for use under the 2003 Stock Incentive Plan. Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 8-K Current Report dated May 23, 2005, filed with the Commission on May 26, 2005.

10.11*	Form of Restricted Stock Unit Award Agreement for use under the 2003 Stock Incentive Plan. Incorporated herein by reference to Exhibit 10.3 to the Registrant’s Form 8-K Current Report dated May 23, 2005, filed with the Commission on May 26, 2005.

10.12*	Clawback Policy, as adopted June 8, 2010. Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 8-K Current Report dated June 8, 2010, filed with the Commission on June 11, 2010.

10.13*	Change in Control and Severance Agreement, dated March 11, 2011, between Ceradyne, Inc. and Joel P. Moskowitz. Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K Current Report dated March 11, 2011, filed with the Commission on March 17, 2011.

10.14*	Change in Control and Severance Agreement, dated March 11, 2011, between Ceradyne, Inc. and Jerrold J. Pellizzon. Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 8-K Current Report dated March 11, 2011, filed with the Commission on March 17, 2011.

10.15*	Change in Control and Severance Agreement, dated March 11, 2011, between Ceradyne, Inc. and David P. Reed. Incorporated herein by reference to Exhibit 10.3 to the Registrant’s Form 8-K Current Report dated March 11, 2011, filed with the Commission on March 17, 2011.

12.1	Computation of Ratio of Earnings to Fixed Charges.

14.1	Code of Business Conduct and Ethics as amended and restated on March 18, 2008. Incorporated herein by reference to Exhibit 14.1 to the Registrant’s Form 8-K Current Report dated March 18, 2008, filed with the Commission on March 24, 2008.

21.1	Subsidiaries of the Registrant.
23.1	Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase.
101.DEF	XBRL Taxonomy Extension Definition Linkbase.
101.INS	XBRL Instance Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase.
101.SCH	XBRL Taxonomy Extension Schema Linkbase.

*Each of these exhibits consitutes a management contract, compensatory plan, or arrangement.

CERADYNE, INC.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To Board of Directors and Stockholders of Ceradyne, Inc.

In our opinion, the consolidated financial statements listed in the accompanying index appearing under Part IV, Item 15(a), present fairly, in all material respects, the financial position of Ceradyne, Inc. and its subsidiaries at December 31, 2011 and 2010, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2011 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements and on the Company's internal control over financial reporting based on our integrated 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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

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 (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) 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 (iii) 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.

/s/ PricewaterhouseCoopers LLP

Orange County, California

February 16, 2012

CERADYNE, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except for share data)

	December 31,
	2011		2010
ASSETS
Current assets:
Cash and cash equivalents	$	50,275	$	53,436
Short term investments		224,772		192,860
Accounts receivable, net of allowances for doubtful accounts of $1,547 and $685 in 2011 and 2010, respectively		73,646		53,019
Other receivables		6,040		17,553
Inventories		117,273		94,258
Production tooling, net		11,792		10,037
Prepaid expenses and other		43,860		38,653
Deferred tax asset		5,782		6,808
Total current assets		533,440		466,624

Property, plant and equipment, net		243,376		243,681
Long term investments		15,026		26,187
Intangible assets, net		100,690		83,475
Goodwill		42,926		43,219
Other assets		12,673		2,127
Total assets	$	948,131	$	865,313

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	29,191	$	25,738
Accrued expenses and other liabilities		30,470		24,603
Income taxes payable		5,331		1,869
Short-term debt		89,294		-
Total current liabilities		154,286		52,210

Long-term debt		-		85,599
Employee benefits		24,462		22,269
Other long term liabilities		37,224		41,902
Deferred tax liability		23,461		11,124
Total liabilities		239,433		213,104

Commitments and contingencies (Note 7)

Stockholders’ equity:
Common Stock, $0.01 par value: 100,000,000 authorized; 24,175,051 and 24,713,126 shares issued and outstanding at December 31, 2011 and 2010, respectively		242		247
Additional paid in capital		121,940		141,973
Retained earnings		583,420		499,532
Accumulated other comprehensive income		3,096		10,457
Total stockholders’ equity		708,698		652,209
Total liabilities and stockholders’ equity	$	948,131	$	865,313

The accompanying notes are an integral part of these consolidated statements

F-2

CERADYNE, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except for share data)

	Years ended December 31,
	2011			2010			2009

Net sales	$	571,982		$	402,938		$	400,575
Cost of product sales		365,337			295,078			298,956
Gross profit		206,645			107,860			101,619
Operating expenses:
Selling, general and administrative		74,325			61,940			65,643
Research and development		12,446			11,692			12,258
Restructuring – plant closure and severance		914			3,505			12,924
Acquisition related (credit) charge		(17,298	)		1,567			(768	)
Goodwill impairment		7,797			-			3,832
Total operating expenses		78,184			78,704			93,889

Operating income		128,461			29,156			7,730
Other income (expense)
Interest income		3,991			5,355			4,091
Interest expense		(6,620	)		(6,247	)		(7,119	)
Gain on early extinguishment of debt		-			-			1,881
Gain (loss) on auction rate securities		630			(978	)		(5,187	)
Miscellaneous, net		1,494			1,085			(979	)
		(505	)		(785	)		(7,313	)
Income before provision (benefit) for income taxes		127,956			28,371			417
Provision (benefit) for income taxes		44,068			(905	)		(8,098	)
Net income	$	83,888		$	29,276		$	8,515
Net income per common share:
Basic	$	3.41		$	1.16		$	0.33
Diluted	$	3.38		$	1.15		$	0.33
Shares used in computing per common share amounts:
Basic		24,614			25,191			25,684
Diluted		24,786			25,370			25,802

The accompanying notes are an integral part of these consolidated statements

F-3

CERADYNE, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME

( In thousands, except for share data )

	Common Stock
	Number of Shares			Amount			Retained Earnings		Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity
Balance, December 31, 2008		25,830,374		$	163,550		$	461,741	$	13,703		$	638,994
Comprehensive income:
Net income		-			-			8,515		-			8,515
Net unrealized gain on available-for-sale securities		-			-			-		3,612			3,612
Net change in pension liability		-			-			-		(936	)		(936	)
Cumulative translation adjustment		-			-			-		5,149			5,149
Total comprehensive income		-			-			-		-			16,340
Impact of repurchase of convertible debt		-			(829	)							(829	)
Issuance of common stock		129,131			944			-		-			944
Repurchases and retirements of common stock		(567,000	)		(9,753	)		-		-			(9,753	)
Exercise of stock options		8,500			33			-		-			33
Tax benefit from exercise of stock options		-			149			-		-			149
Stock based compensation		-			3,839			-		-			3,839
Balance, December 31, 2009		25,401,005		$	157,933		$	470,256	$	21,528		$	649,717
Comprehensive income:
Net income		-			-			29,276		-			29,276
Net unrealized gain on available-for-sale securities		-			-			-		79			79
Net change in pension liability		-			-			-		(782	)		(782	)
Cumulative translation adjustment		-			-			-		(10,368	)		(10,368	)
Total comprehensive income		-			-			-		-			18,205
Issuance of common stock		140,755			319			-		-			319
Repurchases and retirements of common stock		(854,134	)		(19,766	)		-		-			(19,766	)
Exercise of stock options		25,500			362			-		-			362
Tax shortfall from exercise of stock options		-			(472	)		-		-			(472	)
Stock based compensation		-			3,844			-		-			3,844
Balance, December 31, 2010		24,713,126		$	142,220		$	499,532	$	10,457		$	652,209
Comprehensive income:
Net income		-			-			83,888		-			83,888
Net unrealized loss on available-for-sale securities		-			-			-		(3,035	)		(3,035	)
Net change in pension liability		-			-			-		(1,591	)		(1,591	)
Cumulative translation adjustment		-			-			-		(2,735	)		(2,735	)
Total comprehensive income		-			-			-		-			76,527
Issuance of common stock		304,859			851			-		-			851
Repurchases and retirements of common stock		(842,934	)		(25,775	)		-		-			(25,775	)
Tax benefit from exercise of stock options		-			740			-		-			740
Stock based compensation		-			4,146			-		-			4,146
Balance, December 31, 2011		24,175,051		$	122,182		$	583,420	$	3,096		$	708,698

The accompanying notes are an integral part of these consolidated statements

F-4

CERADYNE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Years ended December 31
	2011			2010			2009
Cash flows from operating activities:
Net income	$	83,888		$	29,276		$	8,515
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		38,750			36,148			35,146
Amortization of bond premium		985			620			-
Non cash interest expense on convertible debt		3,695			3,436			3,643
Gain on early extinguishment of debt		-			-			(1,881	)
Payments of accreted interest on repurchased convertible debt		-			-			(2,957	)
Deferred income taxes		16,209			9,773			(1,572	)
Stock compensation		4,146			3,844			3,839
(Gain) losses on auction rate securities		(630	)		978			5,187
Losses on other securities		80			328			-
Goodwill impairment		7,797			-			3,832
Loss on equipment disposal		382			2,992			514
Changes in operating assets and liabilities, net of assets acquired:
Accounts receivable, net		(18,038	)		814			12,170
Other receivables		11,875			(1,724	)		(5,973	)
Inventories		(21,284	)		(611	)		2,513
Production tooling, net		3,640			1,952			2,587
Prepaid expenses and other		(19,557	)		(18,541	)		3,731
Accounts payable and accrued expenses		8,702			1,789			3,946
Income tax payable		2,932			1,193			(213	)
Other long term liability		(17,048	)		2,280			(7,357	)
Employee benefits		2,168			1,588			2,103
Net cash provided by operating activities		108,692			76,135			67,773
Cash flows from investing activities:
Purchases of property, plant and equipment		(31,262	)		(44,220	)		(14,534	)
Changes in restricted cash		-			3,130			(428	)
Purchases of marketable securities		(78,622	)		(122,927	)		(179,194	)
Proceeds from sales and maturities of marketable securities		52,466			39,489			73,170
Acquisition of businesses, net of cash acquired		(27,673	)		-			(9,654	)
Proceeds from sale of equipment		1,781			969			72
Net cash used in investing activities		(83,310	)		(123,559	)		(130,568	)
Cash flows from financing activities:
Proceeds from issuance of stock due to exercise of stock options		1,163			362			33
Tax benefit due to exercise of stock options		740			(472	)		149
Shares repurchased and retired		(25,775	)		(19,766	)		(9,753	)
Reduction on long term debt		-			-			(20,239	)
Net cash used in financing activities		(23,872	)		(19,876	)		(29,810	)
Effect of exchange rates on cash and cash equivalents		(4,671	)		(1,418	)		(523	)
Decrease in cash and cash equivalents		(3,161	)		(68,718	)		(93,128	)
Cash and cash equivalents, beginning of period		53,436			122,154			215,282
Cash and cash equivalents, end of period	$	50,275		$	53,436		$	122,154
Supplemental disclosures of cash flow information:
Interest paid	$	2,709		$	3,251		$	2,952
Income taxes paid	$	23,685		$	820		$	733
Supplemental schedule of non-cash financing activities:
Fulfillment of 401(k) obligations through the issuance of stock	$	1,499		$	1,319		$	1,507

The accompanying notes are an integral part of these consolidated statements

F-5

CERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Description of Business

Ceradyne, Inc. (“Ceradyne” or “the Company”) develops, manufactures and markets advanced technical ceramic products and components for defense, industrial, energy, automotive/diesel and commercial applications. The Company’s expertise in ceramic material science as well as a vertically integrated approach of designing much of its key equipment and controlling the manufacturing process from raw material powders to finished product allows the Company to design and manufacture precision, high quality advanced technical ceramic products to meet demanding customer specifications. The Company markets its products to a broad range of industries in approximately 63 countries. The Company’s customers include the U.S. government, prime government contractors and large industrial and commercial manufacturers.

In many high performance applications, products made of advanced technical ceramics meet specifications that similar products made of metals, plastics or traditional ceramics cannot achieve. Advanced technical ceramics can withstand extremely high temperatures, combine hardness with light weight, are highly resistant to corrosion and wear, and often have excellent electrical insulation capabilities, special electronic properties and low friction characteristics.

2. Summary of Significant Accounting Policies

a. Principles of Consolidation and Nature of Operations

The consolidated financial statements include the financial statements of Ceradyne, Inc. (a Delaware Corporation), and its subsidiaries. Ceradyne, Inc. and its subsidiaries are collectively referred to herein as the “Company”. All significant intercompany accounts and transactions have been eliminated.

b. Cash and Cash Equivalents

The Company considers all highly liquid investments with an initial maturity of three months or less when purchased to be cash equivalents.

c. Investments

The Company’s short term investments consist of marketable securities, primarily high-grade corporate and government securities. The Company’s long term investments consist of auction rate securities (“ARS”) and other marketable securities. The Company classifies its investments as available-for-sale based on the Company’s intent.

d. Foreign Exchange Risk Management

The Company measures the financial statements of its foreign subsidiaries using the local currency as the functional currency. Assets and liabilities of these subsidiaries are translated at the exchange rate on the balance sheet date. Revenues, costs and expenses are translated at the rates of exchange prevailing during the year. Translation adjustments resulting from this process are included in stockholders’ equity. Net results from foreign currency transactions for the years ended December 31, 2011, 2010 and 2009 were a $0.4 million gain, a $2.1 million gain and a $0.5 million loss, respectively, and are included in other income, miscellaneous.

The Company enters into foreign exchange forward contracts to reduce earnings and cash flow volatility associated with foreign exchange rate changes to allow management to focus its attention on its core business operations. Accordingly, the Company enters into contracts which change in value as foreign exchange rates change to economically offset the effect of changes in value of foreign currency assets and liabilities, commitments and anticipated foreign currency denominated sales and operating expenses. The Company enters into foreign exchange forward contracts in amounts between minimum and maximum anticipated foreign exchange exposures, generally for periods not to exceed one year. These derivative instruments are not designated as accounting hedges. As of December 31, 2011, the Company had an outstanding forward exchange contract for 50.0 million Euros and a forward exchange contract for 108.8 million Indian Rupees. As of December 31, 2010, the Company had an outstanding forward exchange contract for 30 million Euros.

F-6

CERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

e. Accounts Receivable, Net

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is determined by analyzing specific customer accounts and assessing the risk of uncollectibility based on insolvency, disputes or other collection issues. In addition, the Company routinely analyzes the different aging categories and establishes allowances based on the length of time receivables are past due (based on contractual terms). A write-off will occur if the settlement of the account receivable is less than the carrying amount or the Company ultimately determines the balance will not be collected. We do not have any off-balance-sheet credit exposure related to our customers.

The following are changes in the allowance for doubtful accounts for the years ended December 31, 2011, 2010 and 2009 (in thousands):

	Balance at Beginning of Year		Additions		Write-offs and Recoveries		Balance at End of Year
December 31, 2011	$	685	$	1,091	$	229	$	1,547
December 31, 2010	$	851	$	260	$	426	$	685
December 31, 2009	$	686	$	740	$	575	$	851

f. Inventories

Inventories are stated at the lower of cost (determined on a standard cost basis which approximates first-in, first-out (FIFO) or market. The write-down of inventory for obsolete items is based on management’s estimate of the amount considered obsolete based on specific reviews of inventory items. In estimating the write-down, management relies on its knowledge of the industry as well as its current inventory levels. The amounts the Company will ultimately realize could differ from amounts estimated by management. Inventory costs include the cost of material, labor and manufacturing overhead. The following is a summary of inventories by component (in thousands):

	December 31,
	2011		2010
Raw materials	$	8,533	$	9,459
Work-in-process		65,645		49,825
Finished goods		43,095		34,974
	$	117,273	$	94,258

g. Production Tooling

The Company’s production tooling primarily consists of graphite tooling used in the manufacturing and furnace processes. This tooling is being amortized over three to nine months and is included in the cost of the products produced and expensed through cost of product sales in the income statement. The production tooling expense for the years ended December 31, 2011 and 2010 was $23.5 million and $12.4 million, respectively.

h. Property, Plant and Equipment, Net

Property, plant and equipment is recorded at cost and consists of the following (in thousands):

	December 31,
	2011			2010
Land and land improvements	$	18,550		$	18,902
Buildings and improvements		117,961			97,076
Machinery and equipment		233,702			209,334
Leasehold improvements		8,482			8,401
Office equipment		37,906			32,269
Construction in progress		11,961			37,286
		428,562			403,268
Accumulated depreciation and amortization		(185,186	)		(159,587	)
	$	243,376		$	243,681

F-7

CERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Depreciation and amortization of property, plant and equipment are provided using the straight-line method over the following estimated useful lives:

Buildings and improvements	30 years

Machinery and equipment	3 to 12 years

Office equipment	3 to 5 years

Leasehold improvements	Shorter of 10 years or the term of lease

Maintenance, repairs and minor renewals are charged to expense as incurred. Repairs and maintenance expense approximated $11.2 million, $10.8 million, and $10.9 million in 2011, 2010, and 2009, respectively. Additions and improvements are capitalized. When assets are disposed of, the applicable costs and accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is included in the results of operations. Depreciation expense was approximately $32.0 million, $30.4 million, and $34.6 million in 2011, 2010, and 2009, respectively.

i. Goodwill and Intangible Assets, Net

Goodwill is not amortized, but instead goodwill and indefinite lived assets are required to be tested for impairment annually and under certain circumstances. The Company performs such testing of goodwill in the fourth quarter of each year at year end, or as events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. During the fourth quarter of 2011, the Company early adopted new accounting guidance which simplifies goodwill impairment testing. The new accounting guidance allows the Company to conduct an assessment of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, it then conducts a two-step test for impairment of goodwill. The first step of the test for goodwill impairment compares the fair value of the applicable reporting unit with its carrying value. The Company conducts the test for impairment of goodwill at the reporting unit level. The Company’s reporting units engage in business activities for which discrete financial information is available. Fair value is determined using a discounted cash flow method and/or prevailing earnings multiples for each reporting unit. The use of discounted cash flows requires the use of various economic, market and business assumptions in developing the Company’s internal forecasts, the useful life over which cash flows will occur, and determination of the Company’s weighted average cost of capital that reflect the Company’s best estimates when performing the annual impairment test. However, the Company’s assumptions and estimates may differ significantly from actual results. If the fair value of a reporting unit is less than the reporting unit’s carrying value, the Company will perform the second step of the test for impairment of goodwill. During the second step of the test for impairment of goodwill, the Company will compare the implied fair value of the reporting unit’s goodwill with the carrying value of that goodwill. If the carrying value of the goodwill exceeds the calculated implied fair value, the excess amount will be recognized as an impairment loss.

Goodwill Impairment

During the second quarter of 2009, the Company determined that the demand for its Boral ® product line, which was a large part of the revenue of the Company’s operations in Canada, which formerly was classified as the Ceradyne Canada operating segment, but which now is included in the Boron operating segment (see Note 8), continued to decline due to competitive market forces causing a decline in demand for this product line and that this condition required a goodwill impairment test before the annual test for this reporting unit. To complete the test for impairment, the Company utilized several valuation techniques in making the determination, including a discounted cash flow methodology, which requires the forecasting of cash flows and requires the selection of discount rates. Management used available information to make these fair value estimates, including discount rates, commensurate with the risks relevant to the Company's business. Based on the goodwill impairment test performed on the Ceradyne Canada reporting unit, the Company recorded a $3.8 million impairment charge, which was recognized during the second quarter of 2009.

F-8

CERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

During the second quarter of 2009, the Company also conducted a test on the forecasted undiscounted cash flows to determine whether there was an impairment of its long lived assets in the Ceradyne Canada reporting unit. Based on the analysis of the forecasted undiscounted cash flows for this reporting unit, the Company determined that there was no impairment of the long lived assets for the Ceradyne Canada reporting unit.

The valuation methodologies and the underlying financial information that are used to determine fair value require significant judgments to be made by management. These judgments include, but are not limited to, long-term projections of future financial performance, terminal growth rate and the selection of an appropriate discount rate used to calculate the present value of the estimated future cash flows. The long-term projections used in the valuation were developed as a part of the Company’s annual budgeting and forecasting process. The discount rate used in the valuation was selected based upon an analysis of comparable companies and included adjustments made to account for the Company’s specific attributes such as size and industry. During the fourth quarter of 2011, the Company observed a continuing sharp contraction in the solar industry, which is a material part of the VIOX reporting unit business that the Company believed would negatively impact its current and future business performance. In performing the step one analysis, the Company used a discounted cash flow analysis which reflected estimates of cash flows which had decreased significantly since those estimated at the time of the VIOX acquisition in January 2011. Accordingly, as of December 31, 2011, the VIOX reporting unit failed step one of the impairment test. The Company performed step two of the impairment test which resulted in no implied value of goodwill for VIOX. Accordingly the Company recognized a charge for goodwill impairment of $7.8 million during 2011.

The roll forward of the goodwill balance by segment for the years ended December 31, 2011 and 2010 is as follows (in thousands):

	ACO			Thermo		ESK			Boron			Total

Goodwill	$	5,311		$	10,331	$	9,987		$	22,083		$	47,712
Accumulated impairment losses		-			-		-			(3,832	)		(3,832	)
Balance at December 31, 2009		5,311			10,331		9,987			18,251			43,880
Translation and other		-			-		(661	)		-			(661	)
Goodwill		5,311			10,331		9,326			22,083			47,051
Accumulated impairment losses		-			-		-			(3,832	)		(3,832	)
Balance at December 31, 2010		5,311			10,331		9,326			18,251			43,219
Acquisition of VIOX		7,797											7,797
Goodwill impairment		(7,797	)										(7,797	)
Translation and other		-			-		(293	)		-			(293	)
Goodwill	$	13,108			10,331		9,033			22,083			54,555
Accumulated impairment losses		(7,797	)		-		-			(3,832	)		(11,629	)
Balance at December 31, 2011	$	5,311		$	10,331	$	9,033		$	18,251		$	42,926

Intangible assets with definite lives are amortized over their estimated useful lives based on the economic consumption method. The components of intangibles assets were as follows (in thousands):

	December 31, 2011						December 31, 2010
	Gross Amount		Accumulated Amortization		Net Amount		Gross Amount		Accumulated Amortization		Net Amount
Amortizing Intangible Assets
Backlog	$	1,808	$	1,808	$	-	$	1,826	$	1,826	$	-
Developed technology		70,590		7,233		63,357		50,530		5,387		45,143
Trade name		4,110		698		3,412		1,110		571		539
Customer relationships		47,604		16,212		31,392		47,604		12,087		35,517
Non-compete agreement		1,100		775		325		500		500		-
Non-amortizing tradename		2,204		-		2,204		2,276		-		2,276
Total	$	127,416	$	26,726 —	$	100,690	$	103,846	$	20,371 —	$	83,475

F-9

CERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amortization of definite-lived intangible assets will be approximately $9,806 in 2012, $9,023 in 2013, $12,114 in 2014 and $15,384 in 2015. Amortization expense was $6,465 in 2011, $5,676 in 2010 and $4,749 in 2009.

All of the intangible assets were acquired in the years 2004 through 2011 (see Note 3).

The estimated useful lives for intangible assets are:

Identified Intangible Asset	Estimated Useful Life in Years or Months
Developed technology	10 years –12.5 years
Tradename	10 years
Customer relationships	10 years – 12.5 years
Backlog	1 month – 3 months
Non-compete agreement	15 months

j. Other Assets

Other assets primarily consist of precious metals, primarily platinum and rhodium, that are used as molds in the Company’s production of specialty glass products and small amounts are consumed in the production process. The molds are periodically refurbished to maintain their metallurgical qualities required in the production process. In connection with the refurbishment process, approximately 5-10% of the platinum per mold is replaced per year and expensed. The Company expensed $0.7 million during the year ended December 31, 2011 to refurbish platinum molds. There was no expense in 2010 because this expense is associated with VIOX Corporation, who we acquired in January 2011.

k. Accrued expenses

The following is a summary of the accrued expenses at December 31, 2011 and 2010, respectively (in thousands):

	December 31, 2011		December 31, 2010
Payroll and benefits	$	18,107	$	16,051
Workers compensation reserve		3,642		3,469
Foreign currency contract settlements		4,314		-
Purchase price liability, current portion		-		1,205
Professional fees		969		919
Property and value added taxes		497		947
Other		2,941		2,012
	$	30,470	$	24,603

l. Sales Recognition

Sales are recorded when all of the following have occurred: an agreement of sale exists, the price is fixed and determinable, the product has been delivered according to the terms of the sales order and collection is reasonably assured. Management is required to make judgments about whether or not collection is reasonably assured. The Company reduces revenue with allowances for sales returns. Allowances for sales returns, which are recorded at the time revenue is recognized, are based upon historical sales returns which are minimal and immaterial. There were allowances for sales returns of $0.2 million as of December 31, 2011 and none as of December 31, 2010. The amount is immaterial since the Company typically does not experience a significant amount of sales returns from year to year because most of its products are produced and sold on a made to order basis. Therefore, as of December 31, 2011 and 2010, the Company did not anticipate any material sales returns for products shipped to customers.

F-10

CERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Company does not record a warranty reserve on the sale of its products. For its largest product line, body armor, all of which is sold to the U.S. Government, each lot of body armor is tested at an independent laboratory and the lot cannot be released for shipment to the U.S. Government until positive test results are received by both the U.S. Government and the Company. For its non-body armor sales, the Company has experienced minimal claims from these types of sales. Additionally, due to the inherent nature, strength, durability and structural properties of ceramics, as well as a rigid quality control program that includes, for some of our customers, having the customer accept quality test results prior to shipment, management does not believe a warranty reserve is necessary.

m. Net Income Per Share

Basic net income per share is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding. Diluted net income per share is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding plus the effect of any dilutive stock options and restricted stock units using the treasury stock method and the net share settlement method for the convertible debt.

The following is a summary of the number of shares entering into the computation of net income per common and common equivalent share:

	December 31,
	2011		2010		2009
Weighted average number of shares outstanding		24,613,825		25,190,985		25,683,963
Dilutive stock options		125,462		179,244		118,281
Dilutive restricted stock units		46,819		-		-
Number of shares used in dilutive computation		24,786,106		25,370,229		25,802,244

Potentially dilutive shares representing 163,620 shares,192,982 shares and 363,924 shares for 2011, 2010 and 2009, respectively, were excluded from the computation of diluted earnings per common share for these periods because their effect would have been anti-dilutive.

n. Accounting for Long-Lived Assets

Long-lived assets and intangible assets with definite lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment indicators include, among other conditions, cash flow deficits, historic or anticipated declines in revenue or operating profit and adverse legal or regulatory developments. If it is determined that such indicators are present and the review indicates that the assets will not be fully recoverable, based on undiscounted estimated cash flows over the remaining amortization periods, their carrying values are reduced to estimated fair market value. Estimated fair market value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. For the purposes of identifying and measuring impairment, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.

o. Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

p. Research and Development

Costs associated with research and development were $12.4 million, $11.7 million, and $12.3 million for years ended December 31, 2011, 2010 and 2009, respectively. In addition, the Company historically has and continues to engage in application engineering and internally funded research to improve and reduce the cost to manufacture existing products, which is reflected in cost of sales and to develop new products which is expensed to research and development.

F-11

CERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

q. Income Taxes

The Company accounts for income taxes using the asset and liability approach. Under this approach, deferred taxes are determined based on the differences between the financial statements and the tax bases using rates as enacted in tax laws. A valuation allowance is established if it is “more likely than not” that all or a portion of the deferred tax asset will not be realized. The Company also has a liability for uncertain tax positions which must meet a more likely than not recognition threshold at the end of each reporting period.

r. Share-Based Compensation

The Company recognizes compensation expense for all share-based payment awards made to employees and directors, including employee stock options, based on estimated fair values on the grant date, over the requisite vesting period.

The Company followed the simplified method to establish the beginning balance as of January 1, 2006 of the additional paid-in capital pool (“APIC pool”) related to the tax effects of employee share-based compensation, and uses this method to determine the subsequent impact on the APIC pool and Consolidated Statements of Cash Flows of the tax effects of employee share-based compensation awards.

s. Comprehensive Income

Comprehensive income encompasses all changes in equity other than those arising from transactions with stockholders, and consists of net income, currency translation adjustments, pension liability changes and unrealized net gains and losses on investments classified as available-for-sale. As of December 31, 2011, 2010 and 2009, accumulated other comprehensive income is as follows (in thousands):

	December 31,
	2011			2010			2009
Unrealized gain (loss) on available-for-sale securities, net	$	(4,947	)	$	(1,912	)	$	(1,991	)
Net change in pension liability		(6,432	)		(4,841	)		(4,059	)
Cumulative translation adjustment		14,475			17,210			27,578
	$	3,096		$	10,457		$	21,528

The tax effect related to the change in unrealized gain (loss) on available-for-sale securities was $1.9 million, $3.3 million and $(2.4) million in 2011, 2010 and 2009, respectively. The tax effect related to the net change in pension liability was $0.8 million, $345,000 and $301,000 in 2011, 2010 and 2009, respectively.

t. Fair Value Measurements

The Company measures fair value and provides required disclosures about fair value measurements as it relates to financial and nonfinancial assets and liabilities in accordance with a framework specified by GAAP. This framework addresses how companies should measure fair value when they are required to use a fair value measure for recognition or disclosure purposes under GAAP. In 2009, the Company adopted new recognition and disclosure requirements for nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis. This adoption in 2009 did not have a significant impact on the financial statements.

The fair value framework requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:

Level 1: quoted market prices in active markets for identical assets and liabilities

Level 2: observable market based inputs or unobservable inputs that are corroborated by market data

Level 3: unobservable inputs that are not corroborated by market data

The carrying value of cash and cash equivalents, accounts receivable and trade payables approximates the fair value due to their short-term maturities.

F-12

CERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

For recognition purposes, on a recurring basis, the Company measures available for sale short-term and long-term investments at fair value. The fair value of the following investments is determined using quoted prices in active markets (Level 1):

	Level 1 Investments at December 31, 2011
(In thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
Short term investments:
Investment funds – debt securities	$	220,778	$	30	$	(4,881	)	$	215,927
Corporate bonds		8,851		1		(7	)		8,845
Total short term investments	$	229,629	$	31	$	(4,888	)	$	224,772
	Level 1 Investments at December 31, 2010
(In thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
Short term investments:
Investment funds – debt securities	$	172,081	$	379	$	(998	)	$	171,462
Corporate bonds		21,437		19		(58	)		21,398
Total short term investments	$	193,518	$	398	$	(1,056	)	$	192,860
Long term investments:
Corporate bonds	$	10,384	$	18	$	(4	)	$	10,398

The fair value of long-term investments in auction rate securities is based on a Level 3 valuation technique that includes the present value of future cash flows (principal and interest payments), review of the underlying collateral, and considers relevant probability weighted and risk adjusted observable inputs and minimizes the use of unobservable inputs. The fair values of auction rate securities at December 31, 2011 and December 31, 2010 were $15.0 million and $15.8 million, respectively.

On April 1, 2009, the Company adopted new recognition principles for additional guidance to provide greater clarity about the credit and noncredit component of an other-than-temporary impairment event. Adoption of the new recognition principles resulted in a pre-tax other-than-temporary impairment charge of $2.9 million in 2009. This other-than-temporary impairment adjustment related to the credit risk component of certain auction rate securities which were previously recognized in other comprehensive income prior to the adoption of the new recognition principles. Total other than temporary impairment losses from auction rate securities were $1.0 million in 2010 and $5.2 million in 2009. The Company recognized a gain from the sale of auction rate securities of $0.6 million in 2011. The Company also recognized pre-tax temporary gains (losses) of ($0.8) million in 2011, $211,000 in 2010 and $6.1 million in 2009 which have been recorded in other comprehensive income due to temporary changes in the value of its investments in auction rate securities.

Cumulatively to date, the Company has incurred $4.7 million in pre-tax charges due to other-than-temporary reductions in the value of its investments in auction rate securities, realized losses of $8.8 million from sales of auction rate securities and pre-tax temporary impairment charges of $3.0 million reflected in other comprehensive income. The Company’s investments in auction rate securities represent interests in insurance securitizations collateralized by pools of residential and commercial mortgages, asset backed securities and other structured credits relating to the credit risk of various bond guarantors that mature at various dates from June 2021 through July 2052. These auction rate securities were intended to provide liquidity via an auction process which is scheduled every 28 days, that resets the applicable interest rate, allowing investors to either roll over their holdings or gain immediate liquidity by selling such interests at par. Interest rates are capped at a floating rate of one month LIBOR plus additional spread ranging from 1.25% to 4.00% depending on prevailing rating. During the second half of the year 2007, through 2011, the auctions for these securities failed. As a result of current negative conditions in the global credit markets, auctions for the Company’s investment in these securities have recently failed to settle on their respective settlement dates. Consequently, the investments are not currently liquid through the normal auction process and may be liquidated if a buyer is found outside the auction process. Although the auctions have failed, the Company continues to receive underlying cash flows in the form of interest income from the investments in auction rate securities. As of December 31, 2011, the fair value of the Company’s investments in auction rate securities was below cost by approximately $7.8 million. The fair value of the auction rate securities has been below cost for more than one year.

F-13

CERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Beginning in the third quarter of 2008 and at December 31, 2011, the Company determined that the market for its investments in auction rate securities and for similar securities continued to be inactive since there were few observable or recent transactions for these securities or similar securities. The Company’s investments in auction rate securities were classified within Level 3 of the fair value hierarchy because the Company determined that significant adjustments using unobservable inputs were required to determine fair value as of December 31, 2011 and December 31, 2010.

An auction rate security is a type of structured financial instrument where its fair value can be estimated based on a valuation technique that includes the present value of future cash flows (principal and interest payments), review of the underlying collateral and considers relevant probability weighted and risk adjusted observable inputs and minimizes the use of unobservable inputs. Probability weighted inputs included the following:

• Probability of earning maximum rate until maturity

• Probability of passing auction at some point in the future

• Probability of default at some point in the future (with appropriate loss severity assumptions)

The Company determined that the appropriate risk-free discount rate (before risk adjustments) used to discount the contractual cash flows of its auction rate securities ranged from 0.1% to 3.0%, based on the term structure of the auction rate security. Liquidity risk premiums are used to adjust the risk-free discount rate for each auction rate security to reflect uncertainty and observed volatility of the current market environment. This risk of nonperformance has been captured within the probability of default and loss severity assumptions noted above. The risk-adjusted discount rate, which incorporates liquidity risk, appropriately reflects the Company’s estimate of the assumptions that market participants would use (including probability weighted inputs noted above) to estimate the selling price of the asset at the measurement date.

In determining whether the decline in value of the ARS investments was other-than-temporary, the Company considered several factors including, but not limited to, the following: (1) the reasons for the decline in value (credit event, interest related or market fluctuations); (2) the Company’s ability and intent to hold the investments for a sufficient period of time to allow for recovery of value; (3) whether the decline is substantial; and (4) the historical and anticipated duration of the events causing the decline in value. The evaluation for other-than-temporary impairments is a quantitative and qualitative process, which is subject to various risks and uncertainties. The risks and uncertainties include changes in the credit quality of the securities, changes in liquidity as a result of normal market mechanisms or issuer calls of the securities, and the effects of changes in interest rates.

F-14

CERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Assets measured at fair value on a recurring basis include the following as of December 31, 2011 and 2010 (in thousands):

	Fair Value Measurements at December 31, 2011 Using
(In thousands)	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Carrying Value at December 31, 2011
Cash equivalents	$	50,275	$	-	$	-	$	50,275
Short term investments:
Investment funds – debt securities		215,927		-		-		215,927
Corporate bonds		8,845		-		-		8,845
Total short term investments		224,772		-		-		224,772
Long term investments:
Auction rate securities		-		-		15,026		15,026
Corporate bonds		-		-		-		-
Total long term investments		-		-		15,026		15,026
Other long-term financial assets		655		-		-		655
Derivative financial instrument	$	(925)	$	-	$	-	$	(925)
	Fair Value Measurements at December 31, 2010 Using
(In thousands)	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Carrying Value at December 31, 2010
Cash equivalents	$	53,436	$	-	$	-	$	53,436
Short term investments:
Investment funds – debt securities		171,462		-		-		171,462
Corporate bonds		21,398		-		-		21,398
Total short term investments		192,860		-		-		192,860
Long term investments:
Auction rate securities		-		-		15,789		15,789
Corporate bonds		10,398		-		-		10,398
Total long term investments		10,398		-		15,789		26,187
Other long-term financial assets		1,335		-		-		1,335
Derivative financial instrument	$	49	$	-	$	-	$	49

Activity in long term investments (Level 3) was as follows (in thousands):

	Year Ended December 31,
	2011			2010
Balance at beginning of year	$	15,789		$	20,019
Proceeds from sale of auction rate securities		(630	)		(3,463	)
Realized gain included in net earnings		630			1,052
Unrealized loss included in net earnings		-			(2,030	)
Unrealized gain (loss) included in other comprehensive income		(763	)		211
Balance at end of year	$	15,026		$	15,789

F-15

CERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Additionally, on a nonrecurring basis, the Company uses fair value measures when analyzing asset impairment. Long-lived tangible assets and definite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If it is determined such indicators are present and the review indicates that the assets will not be fully recoverable, based on undiscounted estimated cash flows over the remaining amortization periods, their carrying values are reduced to estimated fair value. Estimated fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. During the fourth quarter of each year, the Company evaluates goodwill and indefinite-lived intangibles for impairment using the income and other valuation approaches. The income approach is a valuation technique under which estimated future cash flows are discounted to their present value to calculate fair value. When analyzing indefinite-lived intangibles for impairment, the Company uses a relief from royalty method which calculates the cost savings associated with owning rather than licensing the intangible asset, applying an assumed royalty rate within the Company’s discounted cash flow calculation.

The Company is also required to test goodwill for impairment before the annual test if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount, such as a significant adverse change in the business climate. Goodwill in the VIOX reporting unit, which included in the ACO operating segment, with a carrying amount of $7.8 million was written down in full as there was no implied fair value as of December 31, 2011, the effective date of the impairment test, resulting in an impairment charge of $7.8 million, which was included in earnings during the fourth quarter of 2011. Goodwill in the Ceradyne Canada reporting unit segment, which included in the Boron operating segment, with a carrying amount of $3.8 million was written down in full as there was no implied fair value as of June 30, 2009, the effective date of the impairment test, resulting in an impairment charge of $3.8 million, which was included in earnings during the second quarter of 2009. There was no goodwill impairment charge in 2010.

For disclosure purposes, the Company is required to measure the fair value of outstanding debt on a recurring basis. The fair value of outstanding debt is determined using quoted prices in active markets. Long-term debt is reported at amortized cost. The fair value of long-term debt, based on quoted market prices, was $93.5 million at December 31, 2011 and $93.1 million at December 31, 2010 . The carrying value of the Company’s unused line of credit is considered to approximate fair market value, as the interest rates of these instruments are based predominantly on variable reference rates.

The carrying value of accounts receivable and trade payables approximates the fair value due to their short-term maturities.

u. Recent Accounting Pronouncements

In January 2010, the FASB issued revised authoritative guidance that requires more robust disclosures about the different classes of assets and liabilities measured at fair value, the valuation techniques and inputs used, the activity in Level 3 fair value measurements, and the transfers between Levels 1, 2 and 3. This guidance was adopted on January 1, 2010 except for the disclosures about purchases, sales, issuances, and settlements in the roll forward activity in Level 3 fair value measurements. Those disclosure requirements were adopted on January 1, 2011. The adoption of this guidance did not have a material impact on the Company’s consolidated financial position, results of operations and cash flows.

In December 2010, the FASB issued authoritative guidance that amended the disclosure requirements for supplementary pro forma related to business combinations. The amendments specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. The Company adopted this guidance on January 1, 2011 and the amended disclosure requirements are included in the consolidated financial statements as applicable for the year ended December 31, 2011.

In May 2011, the FASB issued new guidance which changes the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements to ensure consistency between U.S. GAAP and International Financial Reporting Standards (“IFRS”). This new guidance also expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. This new guidance is to be applied prospectively. The Company anticipates that the adoption of this standard in the first quarter of 2012 will not materially expand its consolidated financial statement footnote disclosures.

F-16

CERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In June 2011, the FASB issued new guidance which eliminates the option to report other comprehensive income and its components in the statement of changes in equity. This new guidance requires that all nonowner changes in stockholders’ equity be presented in either a single continuous statement of comprehensive income or in two separate but consecutive statements. This new guidance is to be applied retrospectively. The Company anticipates that the adoption of this standard in the first quarter of 2012 may materially change the presentation of its consolidated financial statements.

In September 2011, the FASB issued Accounting Standards Update No. 2011-09, “Compensation — Retirement Benefits — Multiemployer Plans (Subtopic 715-80),” (“ASU 2011-09”). ASU 2011-09 requires that employers provide additional separate disclosures for multiemployer pension plans and multiemployer other postretirement benefit plans. The additional quantitative and qualitative disclosures will provide users with more detailed information about an employer’s involvement in multiemployer pension plans. The Company adopted this standard and has expanded its footnote disclosures in the consolidated financial statements. This adoption did not have a material impact on its consolidated financial statements for the year ending December 31, 2011.

In September 2011, the FASB issued Accounting Standards Update No. 2011-08, “Intangibles — Goodwill and Other (Topic 350),” (“ASU 2011-08”). ASU 2011-08 allows entities to first assess qualitatively whether it is necessary to perform the two-step goodwill impairment test. If an entity believes, as a result of its qualitative assessment, that it is more likely than not that the fair value of a reporting period is less than its carrying amount, the quantitative two-step goodwill impairment test is required. An entity has the unconditional option to bypass the qualitative assessment and proceed directly to performing the first step of the goodwill impairment test. The Company adopted this standard and it did not have a material impact on its consolidated financial statements and footnote disclosures.

3. Acquisitions

Acquisition of VIOX Corporation

On January 3, 2011, the Company acquired 100% of Seattle, Washington based specialty glass company, VIOX Corporation (“VIOX”). The purchase price consists of $26.0 million in cash paid at closing, plus a post-closing adjustment of $1.7 million that was paid in March 2011. In addition, the Company is obligated to pay contingent consideration of up to a maximum of $22.0 million, based on VIOX achieving certain sales diversification and earnings targets during the 30-month period following the closing. As of the acquisition date, the estimated value of the contingent consideration was $11.5 million which was accrued as additional purchase consideration. During the fourth quarter of 2011, due to the sharp contraction in the solar industry which negatively impacted VIOX’ 2011 business performance and future prospects, the Company determined that VIOX would not achieve the sales diversification and earnings targets that were required for them to earn the contingent consideration during the specified period, accordingly, the contingent consideration of $11.5 million was recorded as a net credit in the consolidated statements of operations for the year ended December 31, 2011.

VIOX is a 40-year-old corporation that develops, manufactures and markets specialty glass compositions for a wide range of electronic, industrial and health care markets. The Company has recorded the purchase of VIOX using the acquisition method of accounting and recognized the assets acquired and liabilities assumed at their fair values as of the date of the acquisition. The results of operations of VIOX have been included in the Company's consolidated results of operations beginning with the date of the acquisition. The Company has made an election to treat the acquisition as an asset purchase for income tax purposes under Internal Revenue Code Section 338 (“Section 338 Election”). As a result of the Section 338 Election, the Company accrued an additional liability of $0.8 million which is payable to the former stockholders of VIOX.

This transaction has been accounted for under the acquisition method of accounting. Under this method, assets acquired and liabilities assumed are recorded at the date of acquisition at their respective fair values.

F-17

CERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The total purchase price of the VIOX acquisition on January 3, 2011 was as follows (in thousands):

Cash consideration paid	$	27,673
Accrued contingent purchase consideration		11,521
Section 338 Election liability to former VIOX stockholders		775
Total purchase price	$	39,969

The above purchase price has been allocated based on the fair values of assets acquired and liabilities assumed as follows (in thousands):

Accounts receivable, net	$	2,385
Inventories		2,702
Other current assets		706
Property, plant and equipment		3,490
Intangible assets		23,600
Goodwill		7,797
Other noncurrent assets		1,269
Accounts payable and other liabilities		(1,980	)
	$	39,969

The purchase price allocation is based on a fair market valuation of acquired intangible assets, inventory and property, plant and equipment. Of the $23.6 million of acquired intangible assets, $20.0 million was assigned to technology-based intangible assets that have a useful life of approximately 20 years, non-amortizable trade name of $3.0 million and $0.6 million was assigned to non-compete agreements with a useful life of three years. The amounts assigned to intangible assets were based on management’s estimate of the fair value. The technology-based intangible assets comprise trade secrets used in manufacturing process and related customer relationships which have been valued together as complementary assets with similar useful lives due to the long-term nature of the manufacturing processes inherent in the trade secrets, VIOX’ historical pattern of customer retention and VIOX’ ability to attract new customers with its manufacturing processes. The technology-based intangible assets are both transferable and separable from the acquired assets.

Identification and allocation of value to the identified intangible assets was based on the acquisition method of accounting. The fair value of the identified intangible assets was estimated by performing a discounted cash flow analysis using the “income” approach. This method includes a forecast of direct revenues and costs associated with the respective intangible assets and charges for economic returns on tangible and intangible assets utilized in cash flow generation. Net cash flows attributable to the identified intangible assets are discounted to their present value at a rate commensurate with the perceived risk. The projected cash flow assumptions considered contractual relationships, customer attrition, eventual development of new technologies and market competition.

The estimates of expected useful lives take into consideration the effects of competition, regulatory changes and possible obsolescence. The useful lives of technology-based intangible assets were based on the number of years in which net cash flows have been projected.

Assumptions used in forecasting cash flows for each of the identified intangible assets included consideration of VIOX’ historical operating margins and performance of comparable publicly traded entities; number of customers and VIOX’ market share; contractual and non-contractual relationships with large customers and patents held.

The goodwill resulting from the VIOX acquisition is included with the Advanced Ceramic Operations segment and resulted primarily from intellectual property and other intangibles acquired that do not qualify for separate recognition. Based on an assessment of goodwill as of December 31, 2011, there was no implied value and accordingly, the total amount of goodwill of $7.8 million was impaired during the fourth quarter of 2011 (see Note 2.i above). For tax purposes, the goodwill will not be tax deductible.

As of January 3, 2011, the date of acquisition, the Company began to include the financial results of VIOX Corporation in the Advanced Ceramic Operations segment. VIOX sales amounted to $20.3 million in 2011.

The historical results of the operations acquired from VIOX were not material to the Company’s consolidated results of operations in current and prior periods. Therefore, proforma disclosures are not necessary.

F-18

CERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Acquisition of Assets of Diaphorm Technologies, LLC

On June 1, 2009, the Company acquired substantially all of the business and assets and all technology and intellectual property related to ballistic combat and non-combat helmets of Diaphorm Technologies, LLC (“Diaphorm”), based in Salem, New Hampshire. The purchase price consisted of $9.7 million in cash paid at closing, the assumption of $274,000 of liabilities, plus contingent consideration not to exceed $10 million over the next 5 years based upon performance milestones and revenues achieved during that period from Diaphorm’s existing products and new products developed using Diaphorm technology. The Company originally accrued contingent purchase consideration of $5.1 million based on probability weighted expected future cash flows as of the acquisition date. The Company accrued $1.1 million during 2011 and $1.6 million during 2010 to reflect the change in the probability weighted expected cash flows. The Company incurred transaction and related costs of approximately $340,000 which were expensed in 2009. Contingent consideration of $1.0 million, $0.3 million and $0.5 million was earned and paid in September 2009, September 2010 and August 2011, respectively. The acquisition has been accounted for under the purchase method of accounting. Under this method, assets acquired and liabilities assumed are recorded at the date of acquisition at their respective fair values. The goodwill resulting from the Diaphorm acquisition is included with the ACO segment and resulted primarily from intellectual property acquired. Goodwill will not be amortized but is subject to an ongoing assessment for impairment. The goodwill from the Diaphorm acquisition is tax deductible. The historical results of the operations acquired from Diaphorm were not material to the Company’s consolidated results of operations in current and prior periods.

Acquisition of SemEquip, Inc.

On August 11, 2008, the Company completed the acquisition of SemEquip, Inc. (“SemEquip”) pursuant to a merger of SemEquip with a wholly-owned subsidiary of Ceradyne. SemEquip is a leader in the development of cluster ion implantation sub-systems and advanced ion source materials for the manufacture of logic and memory chips. SemEquip’s technologies enable the utilization of cluster beam ion implantation for manufacturing advanced integrated circuits at low cost and high throughput rates. Ceradyne paid $25.0 million in cash at closing, of which $1.7 million was distributed as incentive compensation to several SemEquip employees and advisors as described below, and incurred direct transaction fees and expenses of $2.0 million. Ceradyne used a portion of its existing cash to make these payments. In addition, Ceradyne will pay contingent consideration of up to $100.0 million in cash during the 15-year period following completion of the merger based upon revenues achieved over that period by SemEquip. The net fair value of assets acquired and liabilities assumed exceeded the total amount of the purchase price paid. As the Company may be required to pay contingent consideration in the future, the Company accrued an additional $25.2 million of purchase consideration to represent the difference between the net fair value of assets acquired and liabilities assumed and the purchase price paid.

The $1.7 million portion of the closing date consideration paid to SemEquip employees and advisors and a portion of the contingent consideration to be paid by Ceradyne over 15 years relates to a pre-closing commitment by SemEquip to pay incentive compensation to several of its employees and advisors. This incentive compensation will not increase the total consideration Ceradyne will pay for the acquisition, but it required Ceradyne to record a $9.8 million pre-tax compensation charge during the year ended December 31, 2008. The liability for the contingent incentive compensation is reevaluated each reporting period. Accordingly, the Company reduced the liability and recognized a corresponding non-cash credit of $0.8 million in the Consolidated Statements of Income during the year ended December 31, 2009. In November 2011, SemEquip entered into a non-exclusive licensing arrangement with a key customer which changed SemEquip’s business model and reduced expected future cash flows associated with the future contingent consideration. In connection with the license, SemEquip transferred the hardware related assets to the licensee and reduced its workforce which included production, research and development, and support staff in Billerica, Massachusetts. Approximately half of the workforce was transitioned to the licensee. Accordingly, the estimated liability associated with the incentive compensation plan was reduced by $6.9 million and has been reflected as a credit in acquisition related charges in the consolidated statements of operations for the year ended December 31, 2011.

4. Debt and Bank Borrowing Arrangements; Convertible Note and Common Stock Offerings

During December 2005, the Company completed a public offering of 2,070,000 shares of common stock at a price to the public of $43.31 per share. The Company received net proceeds of approximately $84.6 million from this offering after deducting offering expenses and underwriting discounts of $5.0 million. Concurrent with the common stock offering, during December 2005, the Company issued $121.0 million of 2.875% senior subordinated convertible notes (“Notes”) due December 15, 2035.

F-19

CERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

During the year ended December 31, 2009, the Company purchased an aggregate of $27.9 million principal amount of the Notes on the open market at a purchase price of $23.2 million. The carrying amount of the Notes purchased was $24.1 million and the estimated fair value of the Notes exclusive of the conversion feature was $21.8 million. The difference between the carrying amount of $24.1 million and the estimated fair value of $21.8 million was recognized as a gain of $2.3 million upon early extinguishment of debt, which was partially offset by write off of associated unamortized debt issuance costs of $392,000, resulting in a net gain of $1.9 million. The difference between the estimated fair value of $21.8 million and the purchase price of $23.2 million was $1.4 million and was charged to additional paid-in capital. The Company has $26.8 million remaining of the original $50.0 million authorization to repurchase and retire part of the outstanding Notes. Cash flow from operating activities in the statement of cash flows for the year ended December 31, 2009 includes $3.0 million of the purchase price that was attributable to the payment of accreted interest on the convertible debt discount and the remaining $20.2 million is presented as repayments of convertible debt in cash flow from financing activities. There were no repurchases during the years ended December 31, 2011 and December 2010.

As of December 31, 2011and 2010, long-term debt and the equity component (recorded in additional paid in capital, net of income tax benefit), determined in accordance with the accounting guidance for convertible debt, comprised the following (in thousands):

	December 31, 2011			December 31, 2010
Long-term debt
Principal amount	$	93,100		$	93,100
Unamortized discount		(3,806	)		(7,501	)
Net carrying amount		89,294			85,599
Current portion of long-term debt		89,294			-
Noncurrent portion of long-term debt	$	-		$	85,599

Equity component, net of income tax benefit	$	16,399		$	16,399

The discount on the liability component of long-term debt is being amortized using the effective interest method based on an annual effective rate of 7.5%, which represented the market interest rate for similar debt without a conversion option on the issuance date, through December 2012, which coincides with the first date that holders of the Notes can exercise their put option as discussed below.

Interest expense on the Notes, excluding capitalized interest, for the years ended December 31, 2011, 2010 and 2009 included the following (in thousands):

	For the Years Ended December 31,
	2011		2010		2009
Contractual interest coupon	$	2,676	$	2,677	$	3,058
Non-cash amortization of discount on the liability component		3,694		3,436		3,641
Non-cash amortization of debt issuance costs		380		364		399
	$	6,750	$	6,477	$	7,098

Interest on the Notes is payable on December 15 and June 15 of each year, commencing on June 15, 2006. The Notes are convertible into 17.1032 shares of Ceradyne’s common stock for each $1,000 principal amount of the Notes (which represents a conversion price of approximately $58.47 per share), subject to adjustment. The conversion rate will be adjusted upon the occurrence of events that affect Ceradyne’s outstanding common stock, such as the issuance of our common stock or other securities as a dividend distribution to holders of our common stock, a subdivision or combination of our common stock, a recapitalization, reclassification or change of our common stock, or a consolidation or merger involving Ceradyne, as a result of which our common stock would be converted into, or exchanged for, stock, other securities or other property. Generally, the conversion rate would be adjusted as of the effective time of such transaction, such that the Notes would then be convertible into the kind and amount of shares of stock, other securities or other property, that a holder of a number of shares of common stock equal to the conversion rate prior to such transaction would have owned or been entitled to receive upon such transaction. The conversion rate will also be adjusted under certain circumstances to provide for a make whole premium, as described below.

F-20

CERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Notes are convertible only under certain circumstances, including (a) during a calendar quarter if the closing price of the Company’s common stock for at least twenty trading days in the thirty consecutive trading days ending on the last trading day of the preceding calendar quarter is more than 120% of the then effective conversion price, (b) during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of Notes for each day of that period was less than 98% of the product of the closing price for our common stock for each day of that period and the then applicable conversion rate, (c) if the Notes are called for redemption, (d) if specified corporate transactions or fundamental changes occur, or (e) during the ten trading days prior to maturity of the Notes.

With respect to each $1,000 principal amount of the Notes surrendered for conversion, the Company will deliver the conversion value to holders as follows: (1) an amount in cash equal to the lesser of (a) the aggregate conversion value of the Notes to be converted and (b) $1,000, and (2) if the aggregate conversion value of the Notes to be converted is greater than $1,000, an amount in shares or cash equal to such aggregate conversion value in excess of $1,000.

The Notes contain put options, which may require the Company to repurchase in cash all or a portion of the Notes on December 15, 2012, December 15, 2015, December 15, 2020, December 15, 2025, and December 15, 2030 at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest, including contingent interest (as described below), if any, up to but excluding the repurchase date. The Company reclassified its long term debt consisting of its outstanding Notes, as short-term debt because the Note holders have the right to demand repayment on December 15, 2012.

The Company is obligated to pay contingent interest to the holders of the Notes during any six-month period from June 15 to December 14 and from December 15 to June 14, commencing with the six-month period beginning December 20, 2010 and ending on June 14, 2011, if the average trading price of the note for the five trading day period ending on the third trading day immediately preceding the first day of the relevant contingent interest period equals $1,200 (120% of the principal amount of a note) or more. The amount of contingent interest payable per note for any relevant contingent interest period shall equal 0.25% per annum of the average trading price of a note for the five trading day period ending on the third trading day immediately preceding the first day of the relevant contingent interest period. This contingent interest payment feature represents an embedded derivative. However, based on the de minimus value associated with this feature, no value has been assigned at issuance or at December 31, 2011. There has been no contingent interest obligation for any applicable six-month period through December 31, 2011.

On or prior to the maturity date of the Notes, upon the occurrence of a fundamental change, under certain circumstances, the Company will provide for a make whole amount by increasing, for the time period described herein, the conversion rate by a number of additional shares for any conversion of the Notes in connection with such fundamental change transactions. The amount of additional shares will be determined based on the price paid per share of Ceradyne’s common stock in the transaction constituting a fundamental change and the effective date of such transaction. This make whole premium feature represents an embedded derivative. Since this feature has no measurable impact on the fair value of the Notes and no separate trading market exists for this derivative, the value of the embedded derivative was determined to be de minimus. Accordingly, no value has been assigned at issuance or at December 31, 2011.

The Company utilizes a convertible bond pricing model and a probability weighted valuation model, as applicable, to determine the fair values of the embedded derivatives noted above.

In December 2005, the Company established an unsecured $10.0 million line of credit (“2005 LOC”) which will expire on May 1, 2014. As of December 31, 2011, there were no outstanding amounts on the 2005 LOC. However, the available line of credit at December 31, 2011 has been reduced by outstanding letters of credit in the aggregate amount of $4.2 million. The fixed interest rate on the 2005 LOC was 1.3% as of December 31, 2011. In June 2011, the Company established a separate unsecured $5.0 million line of credit (“2011 LOC”) that was increased to $7.0 million on December 19, 2011 and will mature on April 1, 2013. The Company expects to renew the 2011 LOC at that time for multiple years. As of December 31, 2011, there were no outstanding amounts on the 2011 LOC. However, the available line of credit at December 31, 2011 has been reduced by outstanding letters of credit in the aggregate amount of $1.9 million. The interest rate on the 2011 LOC was 1.3% as of December 31, 2011 which was based on the LIBOR rate for a period of one month, plus a margin of 1.0% percent. In the first quarter of 2012, the Company will finalize the transfer of the outstanding letters of credit under the 2005 LOC to the 2011 LOC and close the 2005 LOC.

Pursuant to the line of credit agreements, the Company is subject to certain covenants, which include, among other things, the maintenance of specified minimum amounts of net income and liquidity. The Company was in compliance with all covenants at December 31, 2011.

F-21

CERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Pursuant to the 2005 LOC agreement, the Company is subject to certain covenants, which include, among other things, the maintenance of specified minimum amounts of net income and liquidity. The Company was in compliance with all covenants at December 31, 2011.

During the year ended December 31, 2010, the Company capitalized interest of approximately $445,000 in connection with the construction of its new manufacturing plant in Tianjin, China.

On February 16, 2012, the Company announced that our Board of Directors had declared our initial cash dividend in the amount of $0.15 per share of common stock, payable on March 20, 2012 to shareholders of record as of the close of business on March 6, 2012. It is the Company's current intention that it will declare and pay a similar cash dividend on a quarterly basis, although its Board reserves discretion to suspend or discontinue cash dividends at any time.

5. Income Taxes

The provision (benefit) for income taxes comprised the following for each of the years ended December 31 (in thousands):

	2011			2010			2009
Current, domestic	$	17,060		$	(15,663	)	$	(5,995	)
Current, foreign		10,799			4,985			(531	)
Current, total		27,859			(10,678	)		(6,526	)
Deferred, domestic		17,620			5,895			1,904
Deferred, foreign		(1,411	)		3,878			(3,476	)
Deferred, total		16,209			9,773			(1,572	)
Provision (benefit) for income taxes	$	44,068		$	(905	)	$	(8,098	)

The components of the Company’s deferred tax asset (liability) as of December 31, 2011 and 2010 are as follows (in thousands):

	December 31,
	2011			2010
Deferred tax asset:
Inventory	$	4,452		$	7,094
Vacation accrual		1,119			1,009
Bad debt allowance		366			235
Employee compensation		2,624			1,878
Foreign taxes		422			425
Other		415			638
Total current deferred tax asset, before valuation allowance		9,398			11,279
Valuation allowance		(441	)		(717	)
Current deferred tax asset, net of valuation allowance	$	8,957		$	10,562

Current deferred tax (liability):
State taxes		(2,442	)		(3,093	)
Prepaid expenses		(733	)		(661	)
Total current deferred tax (liability):		(3,175	)		(3,754	)
Net current deferred tax asset	$	5,782		$	6,808
Non current deferred tax assets:
Deferred compensation	$	5,026		$	4,000
Employee compensation		1,456			1,793
Acquisition related compensation		159			2,819
State taxes		674			808
Net operating loss carryforwards		12,202			18,155
Research credits		3,139			2,965
Unrealized investment loss		5,005			4,723
Pension liability		3,137			2,308
Capital loss carryforwards		3,344			1,908

F-22

CERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

	December 31,
	2011			2010
Foreign tax credit carryforwards		693			2,806
Asset writedowns and other		1,918			1,798
Total non current deferred tax assets		36,753			44,083
Valuation allowance		(4,372	)		(4,301	)
Non current deferred tax assets, net of valuation allowance		32,381			39,782

Non current deferred tax (liabilities):
Depreciation and amortization		(16,444	)		(13,581	)
Intangible asset step up		(21,394	)		(19,971	)
Convertible debt		(17,950	)		(16,701	)
Other		(54	)		(653	)
Total non current deferred tax (liabilities)		(55,842	)		(50,906	)
Net non current deferred tax (liability)	$	(23,461	)	$	(11,124	)

The Company had net operating loss ("NOL") carryforwards at December 31, 2011, of $24.5 million, $47.8 million and $1.7 million for federal, state and foreign income tax purposes, respectively. The federal and state NOL carryforwards were primarily attributable to the acquisition of SemEquip, Inc. in August 2008 and the foreign NOL carryforward was attributable to the Company’s second China plant which commenced production activities in 2011. The NOL carryforwards from the acquisition of SemEquip are subject to potential utilization restrictions on an annual basis as a result of the ownership change. The federal NOL carryforwards will begin to expire in 2021 if not utilized. The state NOL carryforwards have begun to expire, however the Company has established full valuation allowances for amounts that are expected to expire unused.

At December 31, 2011, the Company had approximately $1.2 million and $1.9 million in federal and state research and development credit carryforwards, respectively, which will begin to expire in 2016. These credits were attributable to the acquisition of SemEquip, Inc. These credits are subject to potential utilization restrictions on an annual basis as a result of the ownership change.

At December 31, 2011, the Company had a valuation allowance of $4.8 million for state NOLs and state research credits as the ultimate utilization of these items were less than “more likely than not”. The valuation allowance decreased by $0.2 million during 2011 primarily due to the change in utilization of NOL carryforwards.

The effective income tax rate for the years ended December 31, 2011, 2010 and 2009 differs from the Federal statutory income tax rate due to the following items (in thousands):

	December 31,
	2011			2010			2009
Income (loss) before taxes, domestic	$	84,760		$	(8,914	)	$	24,178
Income (loss) before taxes, foreign		43,196			37,285			(23,761	)
Income before taxes, total	$	127,956		$	28,371		$	417
Provision for income taxes at federal statutory rate (35%)		44,785			9,930			146
State income taxes, net of federal benefit		3,302			(8,148	)		(3,572	)
Non deductible items		752			146			242
Worthless stock deduction		-			-			(410	)
Foreign tax provision (credits)		1,517			2,385			(1,059	)
Manufacturing deduction		(2,022	)		-			-
State apportionment refund claim		(37	)		2,900			-
Foreign earnings not taxed at federal rate		(4,549	)		(6,872	)		(2,031	)
Contingency reserve		816			(484	)		(3,697	)
SemEquip NOL adjustment		-			-			(392	)
Valuation allowance		(205	)		(346	)		2,675
Other		(291	)		(416	)		-
Provision (benefit) for income taxes		44,068			(905	)	$	(8,098	)

F-23

CERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

During the year ended December 31, 2010, the Company settled a claim with the State of California to change the apportionment formula that was previously used during the years 2005 through 2008 and received approval to use the new apportionment formula in subsequent years through 2015. Accordingly, the Company recorded a current state tax benefit to recognize a refund of approximately $8.3 million for the years 2005 through 2009, offset by the federal tax impact of $2.9 million, which resulted in a net tax benefit of $5.4 million during the year ended December 31, 2010.

The exercise of stock options and vesting of restricted stock units result in a tax benefit when the tax deduction exceeds share-based compensation expense recognized under generally accepted accounting principles and is recorded as a reduction of taxes payable with corresponding increase to the additional paid-in capital account. Conversely, a tax shortfall occurs when the share-based compensation expense recognized under generally accounting principles exceeds the associated tax deduction and is recorded as an increase of income taxes payable with a corresponding reduction to the additional paid-in capital account as the Company has accumulated sufficient tax benefits in the past. Tax (shortfall) benefit of ($0.7) million, ($472,000) and $149,000 were recognized for the years ended December 31, 2011, 2010 and 2009, respectively.

The Company's effective tax rate considers the impact of undistributed earnings of subsidiary companies outside of the U.S. The Company does not provide for U.S. federal income taxes or tax benefits on the undistributed earnings or losses of its international subsidiaries because such earnings are reinvested and, in the opinion of management, will continue to be reinvested indefinitely. As of December 31, 2011, the Company had not provided federal income taxes on earnings of approximately $51.3 million from its international subsidiaries. Should these earnings be distributed in the form of dividends or otherwise, the Company would be subject to both U.S. income taxes and withholding taxes in various international jurisdictions. These taxes would be partially offset by U.S. foreign tax credits. Determination of the related amount of unrecognized deferred U.S. income taxes is not practicable because of the complexities associated with this hypothetical calculation. However, from time to time and to the extent that the Company can repatriate overseas earnings on a tax-free basis, the Company's foreign subsidiaries will pay dividends to the U.S. Material changes in the Company's working capital and long-term investment requirements could impact the decisions made by management with respect to the level and source of future remittances and, as a result, the Company's effective tax rate.

Effective January 1, 2008, the Company was granted an income tax holiday for a manufacturing facility in China. The tax holiday allows for tax-free operations through December 31, 2009, followed by operations at a reduced income tax rate of 12.5% on the profits generated in 2010 through 2012, with a return to the full statutory rate of 25% for periods thereafter. As a result of the tax holiday in China, income tax expense was reduced by approximately $1.7 million, $2.7 million and $2.3 million in 2011, 2010 and 2009, respectively.

The Company recorded a liability for unrecognized tax benefits (“UTBs”) at December 31, 2011, 2010 and 2009. A reconciliation of the beginning and ending amount of UTBs is as follows (in thousands):

	2011			2010			2009
Balance at January 1,	$	806		$	1,817		$	7,227
Additions based on tax positions related to the current year		793			603			777
Additions for tax positions of prior years		129			-			-
Reclassification of deferred tax assets		132			-			-
Reductions for settlements with taxing authorities		-			(416	)		(1,675	)
Reductions of tax positions of prior years		(69	)		(1,198	)		(4,512	)
Balance at December 31,	$	1,791		$	806		$	1,817

It is the Company's policy to classify accrued interest and penalties as part of the income tax provision. The Company recognized $10,000 of interest expense for the year ended December 31, 2011 and reversed $75,000 of interest expense related to UTBs for the year ended December 31, 2010. The accrued interest on the UTBs at December 31, 2011 and December 31, 2010 was $80,000 and $144,000, respectively. It is anticipated that any change in the above UTBs will impact the effective tax rate. At December 31, 2011, the 2007 through 2011 years are open and subject to potential examination in one or more local jurisdictions. During the year ended December 31, 2010, the Company settled the federal income tax examination of the 2008 tax year, accordingly, the 2009 through 2011 years are open for federal income tax purposes. The Company does not expect any significant release of UTBs within the next twelve months.

The Company has recorded certain deferred tax assets relating to capital losses, the realization of which is dependent upon the implementation of tax strategies to which management is committed and deems prudent and feasible.

F-24

CERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

6. Employee Retirement and Other Benefit Plans

Supplemental Retirement Plan

In December 1988, the Board of Directors of the Company approved the adoption of a supplemental retirement plan, the Ceradyne SMART 401(k) Plan (the Plan), in which substantially all employees are eligible to participate after completing 90 days of employment. Participation in the Plan is voluntary. An employee may elect to contribute up to the maximum deferred tax amount of $16,500 in 2011 as a basic contribution. The Company may contribute any amount which the Board of Directors annually determines appropriate. Company contributions fully vest and are non-forfeitable after the participant has completed five years of service. The Company’s related contributions for the years ended December 31, 2011, 2010 and 2009 were $1.5 million, $1.3 million and $1.5 million, respectively.

Pension and Other Postretirement Benefit Plans

The Company has defined benefit pension and benefit plans for employees in its ESK Ceramics and Ceradyne Boron Products subsidiaries. The overfunded or underfunded status of the defined benefit pension and benefit plans are recognized as an asset or liability in the statement of financial position and changes in that funded status in the year in which the changes occur are recognized through other comprehensive income.

German Pension and Benefit Plans

The Company provides pension benefits to the employees of its ESK Ceramics subsidiary in Germany. These pension benefits are rendered for the time after the retirement of the employees by payments into legally independent pension and relief facilities. They are generally based on length of service, wage level and position in the company. The direct and indirect obligations comprise obligations for pensions that are already paid currently and expectations for those pensions payable in the future. The Company has four separate plans in Germany: a) Pensionskasse - Old; b) Pensionskasse - New; c) Additional Compensation Plan; and d) Deferred Compensation plan. For financial accounting purposes, the Additional and Deferred Compensation Plans are accounted for as single-employer defined benefit plans, Pensionskasse - Old is a multiemployer defined benefit plan and the Pensionskasse - New is a defined contribution plan.

The measurement date for the Company's pension plan assets and obligations, including Pensionskasse - Old, is December 31. The measurement date for the Company’s net periodic pension cost is January 1. Assumed discount rates and rates of increase in remuneration used in calculating the projected benefit obligation together with long-term rates of return on plan assets vary according to the economic conditions of Germany, where the pension plans are situated.

As noted above the Pensionskasse - Old is a multi employer defined benefit pension plan. ESK Ceramics is one of numerous employers who participate in the plan. Therefore, the Company has recognized as net pension benefit cost the required contribution for the period. However, due to the current development of the financial markets and the overall decrease of the return on pension plan assets, the pension facility (“WACKER-Pensionskasse”) requested a one-off payment in 2008 from its members to further ensure its risk-bearing capacity and in addition requested that future pension adjustments from 2009 onwards have to be paid by the employers. Management believes, based on the bylaws of WACKER-Pensionskasse and its expected future performance, that this obligation will exist only for a limited period of time. The projected benefit obligation for those future pension adjustments which management believes the Company will have to pay was accrued as an additional liability.

The following table outlines the plan information for the year ended December 31, 2011.

Legal Name of the plan		Pensionskasse der Wacker Chemie Versicherungsverein auf Gegenseitigkeit
Employer Identification Number / Plan number		N/A
Funded Status		The plan was more than 80% funded as of December 31, 2011
Expiration date(s) of the collective bargaining agreement(s) requiring contributions to the plan		N/A (no expiration date)

F-25

CERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Contributions to the plan by year	For the year ended December 31,
	2009	2010	2011
	$1.3 million	$1.3 million	$1.4 million
As of the end of the most recent annual period:	December 31, 2011
1. Whether a funding improvement plan or a rehabilitation plan had been implemented	No
2. Whether the employer paid surcharge to the plan	No
3. Description of any minimum contributions(s), required for future periods by collective bargaining agreement(s), statutory obligations, or other contractual obligations, if applicable	The majority of the employers’ contributions depend on the employees’ contributions. The relation between the employers’ and the employees’ contribution can either decrease or increase in the future. Until 2011 the employer paid 250% of the employees’ contribution. For the future – starting with 2012 – the employer has to pay 350% of the employees’ contribution.

Additional information of the Pensionskasse der Wacker Chemie VVaG is available in the public domain. In particular, the annual report as published by the Pensionskasse can be accessed at www.ebundesanzeiger.de. However, since the information is available in German only, ESK Ceramics provides this information hereafter.

Description of the nature of plan benefits	The Pensionskasse der Wacker Chemie VVaG provides monthly payments in case of retirement, disability or death (spouse or children). The benefits depend mainly on the employees’ contributions.
Qualitative description of the extent to which the employer could be responsible for the obligations of the plan, including benefits earned by employees during employment with another employer	The plan is under very strict supervision by the German authorities. Therefore, in normal course it is very unlikely that the Pensionskasse der Wacker Chemie VVaG fails to fulfill its obligations. In this unlikely event, by law, the employer is responsible for the obligations of the plan. The employer is liable for the benefits of its employees who participate in the plan.
Other quantitative information, to the extent available, as of the most recent data available	December 31, 2010 (in thousand EUR)
	Fair value of plan assets	1,395.3
	Actuarial present value of accumulated plan benefits (The actuarial present value of accumulated plan benefits was calculated according to German GAAP. The interest rate used according to German GAAP equals about 4.0%. As a result the actuarial present value of accumulated plan benefits according to US-GAAP would be less than the amount shown.)	1,317.7
	Total contributions received by the plan	47.1

F-26

CERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The accumulated benefit obligations and projected benefit obligations are computed utilizing the same methods and assumptions as those used in the Additional and Deferred Compensation Plans noted above and are solely based on the ESK Ceramics employees participating in the plan. However, the assets of the plan are allocated based upon the relative percentage of the projected benefit obligation to the total for all participating employers. The long-term asset structure of the Pensionskasse is determined significantly by asset-liability-studies conducted regularly calculating an optimal investment portfolio based on the known business in force and the actuarial assumptions. Input parameters are assumed risk and return rates as well as specific correlation samples of the respective asset categories. The priority objective of the asset allocation is to achieve a rate of return compensating the benefit commitments within the limits of a justifiable risk and volatility. The operative investment policy has to conform to legal requirements (insurance control and investment law) as well as to internal investment guidelines and restrictions. The use of derivatives is permitted within the legally allowed scope. The expected overall rate of return is based on numerous factors like the portfolio selection and the anticipated long-term rate of return of the respective asset categories determined by the Black-Litterman Market Equilibrium Model. The expected long-term rate of return therewith is approximated to long-term historical averages, future expectations are also covered by the Black-Litterman Model. In certain cases assumptions in expected long-term rates of return are modified marginally by the responsible manager of the WACKER Pensionskasse in order to consider personal experience and different medium-term market expectations respectively. The projected benefit obligations for the pension plan “continuation of payments in case of death” were $125,971 and $126,001 for the years ended December 31, 2011 and 2010, respectively.

The Pensionskasse - New covers all German employees with membership as of January 1, 2005. Contributions and costs are determined as 2.0 percent of each covered employee’s salary and totalled $207,603 in 2011, $130,173 in 2010 and $134,346 in 2009.

Components of net periodic benefit costs under the Additional and Deferred Compensation Plans for the years ended December 31, 2011, 2010 and 2009 were as follows (in thousands):

	2011		2010		2009
Service cost	$	757	$	675	$	592
Interest cost		850		727		681
Amortization of actuarial loss		229		164		88
Net periodic benefit cost	$	1,836	$	1,566	$	1,361

The weighted-average assumptions used to determine net periodic benefit cost were as follows:

	2011			2010			2009
Discount rate		5.10	%		5.40	%		6.25	%
Rate of long-term compensation increase		3.00	%		3.00	%		3.00	%

The funded status and components of the change in benefit obligations of the Additional and Deferred Compensation Plans for December 31, 2011 and 2010 were as follows (in thousands):

	2011			2010
Funded status at end of year:
Projected benefit obligation	$	(18,323	)	$	(16,109	)
Assets at fair value		-			-
Funded status	$	(18,323	)	$	(16,109	)
Net amounts recognized in consolidated balance sheet:
Current liabilities	$	(275	)	$	(238	)
Non-current liabilities	$	(18,048	)	$	(15,871	)
Change in projected benefit obligation:
Projected benefit obligation at beginning of year	$	(16,109	)	$	(14,657	)
Foreign currency exchange rate changes		712			944
Service costs		(757	)		(675	)

F-27

CERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

		2011			2011
Interest costs		(850	)		(727	)
Actuarial gains (losses)		(1,495	)		(1,146	)
Benefits paid		176			152
Projected benefit obligation at end of year	$	(18,323	)	$	(16,109	)

Accumulated benefit obligation	$	(16,656	)	$	(14,576	)

The weighted-average assumptions used to determine pension benefit obligations were as follows:

	2011	2010
Discount rate	4.60%	5.10%
Rate of long-term compensation increase	3.00%	3.00%

Components of the related tax effects for each component of other comprehensive income follows related to the Additional and Deferred Compensation Plans for December 31, 2011 and 2010 are as follows (in thousands):

	2011
	Before-Tax Amount			Tax (Expense) or Benefit			Net-of-Tax Amount
Accumulated other comprehensive (loss) income at beginning of year	$	(4,938	)	$	1,448		$	(3,490	)
Net actuarial (loss) gain arising during current year		(1,495	)		440			(1,055	)
Amortization of actuarial loss		229			(67	)		162
Foreign currency effect		71			(21	)		50
Accumulated other comprehensive (loss) income at end of year (1)	$	(6,133	)	$	1,800		$	(4,333	)

(1) Approximately $276 of net actuarial loss included in accumulated other comprehensive loss will be amortized into income in 2012.

	2010
	Before-Tax Amount			Tax (Expense) or Benefit			Net-of-Tax Amount
Accumulated other comprehensive income (loss) at beginning of year	$	(3,956	)	$	1,160		$	(2,796	)
Net actuarial (loss) gain arising during current year		(1,146	)		336			(810	)
Amortization of actuarial loss		163			(48	)		115
Foreign currency effect		1			-			1
Accumulated other comprehensive (loss) income at end of year	$	(4,938	)	$	1,448		$	(3,490	)

The Company expects to contribute to its defined benefit plans in 2012 (in thousands):

Pensionkasse – old	$	1,744
Additional compensation		1,370
Deferred compensation		214
Total contributions expected in 2012	$	3,328

The following estimated future benefit payments are expected to be paid in the years indicated (in thousands):

2012	$	274
2013		303
2014		369
2015		412
2016		459
2017 – 2021		3,667

F-28

CERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Assumed discount rates and rates of increase in remuneration used in calculating the projected benefit obligation together with long-term rates of return on plan assets vary according to the economic conditions of Germany in which pension plans are situated. The discount rate is typically changed at least annually. The interest rate used is comparable to long-term corporate bonds with an AA rating.

Ceradyne Boron Products Pension Plans

The Company provides pension benefits to employees in its Ceradyne Boron Products subsidiary. The plans cover employees who meet specified eligibility requirements. The measurement date for the Company's pension plan assets and obligations is December 31.

The Company expects to make a contribution at least as great as the minimum required by the IRS funding rules to the plan during the upcoming year. Funding requirements for subsequent years are uncertain and will significantly depend on the assumptions used to calculate plan funding levels, the actual return on plan assets, changes in the employee groups covered by the plan, and any legislative or regulatory changes affecting plan funding requirements. For tax planning, financial planning, cash flow management or cost reduction purposes the Company may increase, accelerate, decrease or delay contributions to the plan to the extent permitted by law.

Components of the net periodic pension (benefit) for the years ended December 31, 2011, 2010 and 2009 were as follows (in thousands):

	2011			2010			2009
Service costs	$	8		$	63		$	86
Interest costs		478			506			513
Amortization of actuarial loss		116			146			202
Expected return on assets		(556	)		(520	)		(490	)
Net periodic pension (benefit)	$	46		$	195		$	311

The weighted-average assumptions used to determine net periodic benefit costs were as follows:

	2011			2010			2009
Discount rate		5.28	%		5.75	%		5.74	%
Rate of long-term compensation increase		3.00	%		3.00	%		4.00	%
Expected return on plan assets		8.00	%		8.00	%		8.00	%

The funded status and components of the change in benefit obligations and changes in plan assets for the years ended December 31, 2011 and 2010 were as follows (in thousands):

Funded status at end of year:	2011			2010
Projected benefit obligation	$	(10,425	)	$	(9,599	)
Assets at fair value		7,150			7,125
Funded status	$	(3,275	)	$	(2,474	)

Net amount recorded in consolidated balance sheet:
Noncurrent liabilities	$	(3,275	)	$	(2,474	)

Change in projected benefit obligation:
Benefit obligation at beginning of year	$	(9,599	)	$	(9,088	)
Service costs		(8	)		(63	)
Interest costs		(478	)		(506	)
Actuarial losses		(909	)		(521	)
Benefits paid		569			579
Projected benefit obligation at end of year	$	(10,425	)	$	(9,599	)

F-29

CERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Fair value of plan assets at beginning of year	$	7,125		$	6,857
Actual return on plan assets		123			749
Employer contributions		471			98
Benefits paid		(569	)		(579	)
Fair value of plan assets at end of year	$	7,150		$	7,125

The fair value of plan assets was determined based on observable inputs (Level 2) using the net asset value of the investment funds. The net asset value represents price per share and is calculated by dividing the total value of all securities in the portfolio, less any liabilities, by the number of fund shares outstanding. Plan assets as of December 31, 2011 and 2010 comprised the following:

	2011			2010
Investment fund – equity securities	$	4,622		$	4,618
Investment fund – fixed income securities		2,528			2,507
Fair value of plan assets at end of year	$	7,150		$	7,125
Accumulated benefit obligation at end of year	$	(10,425	)	$	(9,596	)

The weighted-average assumptions used to determine pension benefit obligation were as follows:

	2011			2010
Discount rate		4.39	%		5.28	%
Rate of long-term compensation increase		3.00	%		3.00	%

Components of the related tax effects for each component of other comprehensive income follows related to the plan for the years ended December 31, 2011 and 2010 are as follows (in thousands):

	2011
	Before-Tax Amount			Tax (Expense) or Benefit			Net-of-Tax Amount
Accumulated other comprehensive income (loss) at beginning of year	$	(2,217	)	$	864		$	(1,353	)
Net actuarial loss arising during current year		(1,125	)		478			(747	)
Accumulated other comprehensive income (loss) at end of year (1)	$	(3,442	)	$	1,342	)	$	(2,100	)

(1) Approximately $236 of actuarial net loss included in accumulated other comprehensive loss will be amortized into income in 2012.

	2010
	Before-Tax Amount			Tax (Expense) or Benefit			Net-of-Tax Amount
Accumulated other comprehensive income (loss) at beginning of year	$	(2,072	)	$	807		$	(1,265	)
Net actuarial gain arising during current year		(145	)		57			(88	)
Accumulated other comprehensive income (loss) at end of year	$	(2,217	)	$	864	)	$	(1,353	)

The change in unrecognized net gain/loss is one measure of the degree to which important assumptions have coincided with actual experience. The company changes important assumptions whenever changing conditions warrant. The discount rate and the expected long term return on plan asset assumptions are assessed annually. Other material assumptions include the compensation increase rates, rates of employee termination, and rates of participant mortality. The discount rate was determined by projecting the plan’s expected future benefit payments as defined for the projected benefit obligation, discounting those expected payments using a theoretical zero-coupon spot yield curve derived from a universe of high-quality bonds as of the measurement date, and solving for the single equivalent discount rate that resulted in the same projected benefit obligation. The expected return on plan assets was determined based on historical and expected future returns of the various asset classes, using the target allocations as follows: equity securities (65%), debt securities (25%) and other (10%). The plan’s investment policy includes a mandate to diversify assets and invest in a variety of asset classes to achieve that goal. The plan’s assets are currently invested in a variety of funds representing most standard equity and debt security classes. While no significant changes in the asset allocation are expected during the coming year, the Company may make changes at any time.

F-30

CERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following estimated future benefit payments are expected to be paid in the years indicated (in thousands):

2012	$	587
2013		644
2014		627
2015		618
2016		635
2017 – 2021		3,371

7. Commitments and Contingencies

a. Operating Lease Obligations

The Company leases certain of its manufacturing facilities under noncancelable operating leases expiring at various dates through December 2016. The Company incurred rental expense under these leases of $3.7 million, $3.3 million and $3.3 million for the years ended 2011 , 2010 and 2009 , respectively. The approximate minimum rental commitments required under existing noncancelable leases as of December 31, 2011 are as follows (in thousands):

2012	$	3,328
2013		2,381
2014		1,137
2015		524
2016		364
Thereafter		761
	$	8,495

b. Legal Proceedings

A Ceradyne is from time to time involved in various legal proceedings that are incidental to its business. However, to management’s knowledge, there currently are no material pending legal proceedings involving Ceradyne of any of its subsidiaries.

8. Disclosure About Segments of Enterprise and Related Information

Prior to October 2010, the Company reported that it conducted its operations primarily through six operating segments. To more accurately reflect current operations, executive reporting management structure and organization, and internal reporting the Company modified its segment structure and reporting to reflect that it operates through four operating segments, each led by a different senior executive who reports directly to the Company’s Chief Executive Officer. The changes made to arrive at the four segments from the six previous segments were that the former Semicon Associates segment is now included in the Advanced Ceramic Operations segment and the former Ceradyne Canada segment is now included in the Boron segment. All of the financial data for 2010 and 2009 have been changed to reflect four segments. The Company’s assets are managed by segment regardless of their physical location and are not reviewed on a geographic basis by our chief operating decision maker. Additionally, in the current year, the Company reallocated $8.5 million of inter-company corporate charges from the Advanced Ceramic Operations segment to all its other operating segments. The charges to the other segments were $4.2 million to the Thermo Materials segment, $1.8 million to the ESK Ceramics segment and $2.5 million to the Boron segment. This allocation had no impact on the consolidated statement of income for the year ended 2011. In prior years, the amounts allocated from the Advanced Ceramic Operations segment to the other operating segments were immaterial.

The Company serves its markets and manages its business through four operating segments, each of which has its own manufacturing facilities and selling functions and each has a senior executive who reports directly to the Company’s Chief Executive Officer. The Company’s Advanced Ceramic Operations, with operations located in Costa Mesa and Irvine, California, Lexington, Kentucky, Wixom, Michigan, Salem, New Hampshire, Mountain Green, Utah, Seattle, Washington and Bangalore, India primarily produces armor, orthodontic products, diesel engine parts, components for semiconductor equipment, cathodes, specialty glass compositions for solar, health care and other applications, and houses the Company’s SRBSN research and development activities. Fused silica products, including missile radomes and crucibles, for photovoltaic solar cell applications are produced at the Company’s Thermo Materials division located in Scottdale and Clarkston, Georgia. The Company’s manufacturing facilities in Tianjin, China manufactures fused silica crucibles, and are part of the Thermo Materials operating segment. Minco, Inc., which Ceradyne acquired in July 2007, also is included in the Thermo Materials operating segment. Minco, located in Midway, Tennessee, manufactures fused silica, which is a primary raw material used in products manufactured by our Thermo Materials division. The Company’s ESK Ceramics subsidiary is located in Kempten, Germany. This subsidiary produces ceramic powders, including boron carbide powder for ceramic body armor, evaporation boats for metallization, functional and frictional coatings utilized in the automotive and textile industries, high performance pump seals, fluid handling, refractory products and ceramic powders used in cosmetics. The Company’s remaining segment is Boron. This segment is comprised of three subsidiaries, Boron Products, Ceradyne Canada and SemEquip, Inc. Boron Products owns certain assets, including approximately 155 acres and several buildings, equipment and technology, related to the production of the boron isotope 10 B. This isotope is a strong neutron absorber and is used for both nuclear waste containment and nuclear power plant neutron radiation control. Boron Products also produces complementary chemical isotopes used in the normal operation and control of nuclear power plants. SemEquip, Inc., which the Company acquired in August 2008, develops and markets cluster ion source materials for the manufacture of logic and memory semiconductor chips. SemEquip is included in the Boron operating segment. The Company’s Ceradyne Canada subsidiary acquired certain assets in June 2006, including a building, equipment and technology, related to the production of structural neutron absorbing materials for use in the storage of spent nuclear rods. The building and operations of Ceradyne Canada are located in Chicoutimi, Quebec, Canada.

F-31

CERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The U.S. government and government agencies collectively represented approximately 37.6% of our net sales in 2011, 17.5% in 2010 and 40.8% in 2009. As of December 31, 2011 and 2010, there were no other external customers that accounted for 10% or more of our revenue.

F-32

CERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

SEGMENT INFORMATION FOR THE YEARS ENDED

DECEMBER 31, 2011, 2010 AND 2009

(amounts in thousands)

	2011			2010			2009
Revenue
Advanced Ceramic Operations	$	277,541		$	152,578		$	221,751
ESK Ceramics		163,592			130,747			105,117
Thermo Materials		98,895			98,770			66,116
Boron		55,430			35,010			28,951
Inter-segment elimination		(23,476	)		(14,167	)		(21,360	)
Total revenue from external customers	$	571,982		$	402,938		$	400,575

Depreciation and Amortization
Advanced Ceramic Operations	$	9,790		$	9,238		$	10,389
ESK Ceramics		12,742			12,625			11,686
Thermo Materials		8,015			6,176			4,878
Boron		8,203			8,109			8,193
Total	$	38,750		$	36,148		$	35,146

Segment Income (Loss) from Operations and Income before Provision for Income Taxes
Advanced Ceramic Operations	$	60,253		$	(23,113	)	$	25,031
ESK Ceramics		30,865			21,133			(21,501	)
Thermo Materials		20,029			33,951			14,712
Boron		16,822			(2,385	)		(11,048	)
Inter-segment elimination		492			(430	)		536
Total segment income from operations	$	128,461		$	29,156		$	7,730
Other expense		(505	)		(785	)		(7,313	)
Total income before provision for income taxes	$	127,956		$	28,371		$	417

Segment Assets
Advanced Ceramic Operations	$	474,633		$	414,425		$	406,866
ESK Ceramics		170,193			173,387			207,733
Thermo Materials		172,806			149,960			105,332
Boron		130,499			127,541			129,773
Total	$	948,131		$	865,313		$	849,704

Expenditures for PP&E
Advanced Ceramic Operations	$	6,276		$	6,811		$	4,880
ESK Ceramics		5,278			2,497			426
Thermo Materials		13,780			32,087			7,952
Boron		5,928			2,825			1,276
Total	$	31,262		$	44,220		$	14,534

F-33

CERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

SEGMENT INFORMATION FOR THE YEARS ENDED

DECEMBER 31 , 2011 , 2010 AND 2009

	2011			2010			2009
Percentage of U.S. net sales from external customers
Advanced Ceramic Operations		43	%		34	%		53	%
ESK Ceramics		3	%		5	%		3	%
Thermo Materials		4	%		5	%		6	%
Boron		5	%		5	%		4	%
Total percentage of U.S. net sales from external customers		55	%		49	%		66	%

Percentage of foreign net sales from external customers
Advanced Ceramic Operations		6	%		4	%		2	%
ESK Ceramics		22	%		26	%		20	%
Thermo Materials		13	%		19	%		9	%
Boron		4	%		2	%		3	%
Total percentage of foreign net sales from external customers		45	%		51	%		34	%


Percentage of total net sales from external customers
Advanced Ceramic Operations		49	%		38	%		55	%
ESK Ceramics		25	%		31	%		23	%
Thermo Materials		17	%		24	%		15	%
Boron		9	%		7	%		7	%
Total percentage of net sales from external customers		100	%		100	%		100	%

The following is revenue by market application for the Advanced Ceramic Operations segment for the years ended December 31, 2011, 2010 and 2009 (amounts in thousands):

	December 31,
	2011		2010		2009
Defense	$	203,058	$	105,362	$	189,028
Industrial		35,067		26,684		16,177
Energy		17,858		2,117		2,053
Automotive		10,364		10,057		5,006
Commercial		11,194		8,358		9,487
	$	277,541	$	152,578	$	221,751

9. Share Based Compensation

Share-based compensation expense is based on the value of the portion of share-based payment awards that is ultimately expected to vest. Guidance for share-based compensation requires forfeitures to be estimated at the time of grant in order to estimate the amount of share-based awards that will ultimately vest. The forfeiture rate is based on historical rates. Share-based compensation expense recognized in the Company’s Consolidated Statements of Income for the years ended December 31, 2011, December 31, 2010 and December 31, 2009 includes (i) compensation expense for share-based payment awards granted prior to, but not yet vested as of January 1, 2006, based on the grant-date fair value estimated in accordance with the guidance for share-based compensation and (ii) compensation expense for the share-based payment awards granted subsequent to December 31, 2005, based on the grant date fair value estimated in accordance with guidance for share-based compensation. As share-based compensation expense recognized in the Consolidated Statement of Income for the years ended December 31, 2011, December 31, 2010 and December 31, 2009 is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures.

The Company maintains the 1994 Stock Incentive Plan and 2003 Stock Incentive Plan. The Company was authorized to grant options for up to 2,362,500 shares under its 1994 Stock Incentive Plan. The Company has granted options for 2,691,225 shares and has had cancellations of 397,811 shares through December 31, 2011. There are no remaining stock options available to grant under this plan. The options granted under this plan generally became exercisable over a five-year period for incentive stock options and six months for nonqualified stock options and have a maximum term of ten years.

F-34

The 2003 Stock Incentive Plan was amended in 2005 to allow the issuance of Restricted Stock Units (the “Units”) to eligible employees and non-employee directors. The Units are payable in shares of the Company’s common stock upon vesting. For directors, the Units vest annually over three years on the anniversary date of their issuance. For officers and employees, the Units typically vest annually over five years on the anniversary date of their issuance.

The Company’s stockholders approved an amendment to the 2003 Stock Incentive Plan in 2010 to increase the number of shares authorized for issuance under the plan by 750,000. The Company may grant options and Units for up to 1,875,000 shares under the 2003 Stock Incentive Plan, as amended. The Company has granted options for 475,125 shares and Units for 869,865 shares under this plan through December 31, 2011. There have been cancellations of 122,409 shares associated with this plan through December 31, 2011. The options under this plan have a life of ten years.

During the years ended December 31, 2011 and 2010, the Company issued Units to certain directors, officers and employees with weighted average grant date fair values and Units issued as indicated in the table below. Pursuant to guidance of share-based compensation, the Company records compensation expense for the amount of the grant date fair value on a straight line basis over the vesting period. The Company incurred charges associated with the vesting of the Units of $4.1 million for the year ended December 31, 2011, $3.8 million for the year ended December 31, 2010, and $3.6 million for the year ended December 31, 2009.

Share-based compensation expense reduced the Company’s results of operations as follows (in thousands, except per share amounts):

	2011			2010			2009
Share-based compensation expense recognized:
General and administrative, options	$	-		$	41		$	214
General and administrative, Units		4,145			3,803			3,624
Related deferred income tax benefit		(1,652	)		(1,532	)		(1,529	)

Decrease in net income	$	2,493		$	2,312		$	2,309

Decrease in basic earnings per share	$	0.10		$	0.09		$	0.09

Decrease in diluted earnings per share	$	0.10		$	0.09		$	0.09

The amounts above include the impact of recognizing compensation expense related to non-qualified stock options.

As of December 31, 2011, there was no unrecognized compensation cost related to non-vested outstanding stock options. The aggregate intrinsic value of stock options exercised was $4.5 million and $190,000 for the years ended December 31, 2011 and 2010, respectively.

As of December 31, 2011, there was approximately $8.6 million of total unrecognized compensation cost related to non-vested Units granted under the 2003 Stock Incentive Plan. That cost is expected to be recognized over a weighted average period of 2.9 years.

F-35

The following is a summary of stock option activity:

	2011					2010					2009
	Number of Options			Weighted Average Exercise Price		Number of Options			Weighted Average Exercise Price		Number of Options			Weighted Average Exercise Price
Outstanding, beginning of year		428,000		$	12.28		454,400		$	12.37		462,900		$	12.22
Options granted		-		$	-		-		$	-		-		$	-
Options exercised		(168,850	)	$	6.89		(25,500	)	$	14.19		(8,500	)	$	3.96
Options cancelled		-		$	-		(900	)	$	3.62		-		$	-
Outstanding, end of year		259,150		$	15.80		428,000		$	12.28		454,400		$	12.37
Exercisable, end of year		259,150		$	15.80		428,000		$	12.28		448,400		$	12.28

The following is a summary of Unit activity:

	2011					2010					2009
	Units			Weighted Average Grant Fair Value		Units			Weighted Average Grant Fair Value		Units			Weighted Average Grant Fair Value
Outstanding, beginning of year		399,684		$	28.40		363,924		$	32.47		271,264		$	45.90
Granted		109,834		$	42.12		166,205		$	22.98		198,350		$	19.35
Vested		(135,957	)	$	31.26		(118,245	)	$	33.25		(82,340	)	$	41.57
Forfeited		(10,834	)	$	30.33		(12,200	)	$	43.58		(23,350	)	$	44.98
Non-vested Units at end of year		362,727		$	31.43		399,684		$	28.40		363,924		$	32.47

The following table summarizes information regarding options outstanding and options exercisable at December 31, 2011:

	Outstanding and Exercisable
Range of Exercise Prices	Number of Options		Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Aggregate Intrinsic Value (000s)
$2.98 - $4.58		55,350		0.70	$	3.42	$	1,293
$16.90 - $18.80		114,450		1.84	$	17.06	$	1,113
$21.50 - $22.67		89,350		2.65	$	21.85	$	441
		259,150		1.87	$	15.80	$	2,847

The following table summarizes information regarding Units outstanding at December 31, 2011:

		Outstanding
Range of Grant Prices		Number of Units		Average Remaining Contractual Life (Years)		Weighted Average Grant Fair Value
	$16.53 - $31.69		301,607		2.65	$	29.30
	$35.67 - $39.43		32,400		1.44	$	38.60
	$40.73 - $45.70		19,600		1.42	$	44.59
	$52.47 - $62.07		3,900		0.22	$	56.52
	$66.35 - $81.18		5,220		0.48	$	70.42
			362,727		2.42	$	31.84

F-36

CERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility. The Company’s options have characteristics significantly different from those of traded options, and changes in the subjective input assumptions can materially affect the fair value estimate.

The Company calculates expected volatility based on historical data of the Company’s common stock. The risk-free interest rate assumption is based upon an observed interest rate appropriate for the term of the Company’s employee stock options. The dividend yield assumption is based on the Company’s intent not to issue a dividend under its dividend policy. The expected holding period assumption was estimated based on historical experience.

10. Restructuring – Plant Closure and Severance

2011 Restructuring Actions – Boron Segment

In November 2011, SemEquip granted a non-exclusive license for its hardware technology to a key customer. In connection with the license, SemEquip transferred its hardware related assets to the licensee and reduced its workforce which included production, research and development, and support staff in Billerica, Massachusetts. Accordingly, the Company recognized a restructuring charge of $0.9 million in 2011 primarily for severance and related compensation associated with the headcount reduction, most of which was paid in 2011.

2010 Restructuring Actions – Advanced Ceramics Operations Segment

During the fourth quarter of 2010, the Company closed its hot press manufacturing operation in Costa Mesa, California as a result of reduced demand for ceramic body armor solutions and the high cost of doing business in the State, especially the high cost of electricity, which is integral to its manufacturing operations. The Company has consolidated all hot press operations into its existing manufacturing plant in Lexington, Kentucky. Accordingly, the Company recognized a restructuring charge of $3.5 million during the year ended December 31, 2010 to write down the value of long-lived assets associated with the closure of the hot press manufacturing operation in Costa Mesa, California.

2009 Restructuring Actions – ESK Ceramics Segment

In May 2009, the Company announced that, in accordance with the French legal process, its ESK Ceramics France subsidiary (“ESK France”) presented to the local employees’ representatives a plan for closing its manufacturing plant in Bazet, France. The plant was closed in December 2009 and, as a result, ESK France reduced its workforce by 97 employees, primarily composed of manufacturing, production and additional support staff at the plant. This action was implemented as a cost-cutting measure to eliminate losses that were incurred at this facility due to the recent severe economic contraction and is consistent with Ceradyne’s ongoing objective to lower the costs of its manufacturing operations. This manufacturing facility was an 88,000 square foot building owned by ESK France that had been used to support the production of various industrial ceramic products. We transferred production of these products to our German subsidiary, ESK Ceramics GmbH & Co. KG (“ESK Ceramics”) in Kempten, Germany. Affected employees were eligible for a severance package that included severance pay, continuation of benefits and outplacement services. Pre-tax charges relating to this corporate restructuring also included accelerated depreciation of fixed assets and various other costs to close the plant.

ESK Ceramics recorded pre-tax charges totaling $12.2 million in connection with the Bazet restructuring and plant closure, which comprised $10.3 million for severance, termination of contracts and other shutdown costs that was reported as Restructuring - plant closure and severance in Operating Expenses and $1.9 million for accelerated depreciation of fixed assets that was reported in Cost of Goods Sold in the year ended December 31, 2009. The severance charge was recognized as a postemployment benefit as the Company’s obligation related to employees' rights to receive compensation for future absences was attributable to employees' services already rendered, the obligation relates to rights that legally vest, payment of the compensation is probable, and the amount could be reasonably estimated based on local statutory requirements. The Company also incurred other severance costs in connection with headcount reductions in the United States and Germany of $2.7 million during the year ended December 31, 2009.

F-37

CERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

11. Quarterly Financial Information (unaudited)

The results by quarter for 2011 and 2010 (amounts in thousands except per share data):

Quarter Ending
	March 31, 2010		June 30, 2010		September 30, 2010		December 31, 2010
Net sales	$	110,038	$	100,415	$	91,766	$	100,719
Gross profit		25,366		25,845		23,616		33,033
Net income		4,990		6,563		4,537		13,186
Basic income per share	$	0.20	$	0.26	$	0.18	$	0.53
Diluted income per share	$	0.20	$	0.26	$	0.18	$	0.53

Quarter Ending
	March 31, 2011		June 30, 2011		September 30, 2011		December 31, 2011
Net sales	$	150,102	$	145,376	$	147,974	$	128,530
Gross profit		58,088		52,957		53,726		41,874
Net income (loss)		23,595		19,131		20,409		20,753
Basic income (loss) per share	$	0 .95	$	0.77	$	0.83	$	0.86
Diluted income (loss) per share	$	0 .94	$	0.76	$	0.82	$	0.85

F-38

SIGNATURES

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

February 16, 2012	CERADYNE, INC.

	By:	/s/ JOEL P. MOSKOWITZ
		Joel P. Moskowitz
		Chief Executive Officer

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

/s/ J OEL P. M OSKOWITZ	Chairman of the Board, Chief Executive Officer, President and Director (Principal Executive Officer)	February 16, 2012
Joel P. Moskowitz

/s/ J ERROLD J. P ELLIZZON	Chief Financial Officer (Principal Financial and Accounting Officer)	February 16, 2012
Jerrold J. Pellizzon

/s/ R ICHARD A. A LLIEGRO	Director	February 16, 2012
Richard A. Alliegro

/s/ F RANK E DELSTEIN	Director	February 16, 2012
Frank Edelstein

/s/ R ICHARD A. K ERTSON	Director	February 16, 2012
Richard A. Kertson

/s/ M ILTON L. L OHR	Director	February 16, 2012
Milton L. Lohr

/s/ SIEGFRIED M ŰSSIG	Director	February 16, 2012
Siegfried Müssig