<PAGE>   1
                                                                    EXHIBIT 99


                                    FORM 11-K

             FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
               AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

(Mark One)
[X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
       ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended December 31, 1996

                                       OR


[ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
       EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from _______ to ________

                          Commission file number 1-7006

                               BRUSH WELLMAN INC.
                           SAVINGS AND INVESTMENT PLAN
                            (Full Title of the Plan)


                               BRUSH WELLMAN INC.
                             17876 St. Clair Avenue
                              Cleveland, Ohio 44110


                     (Name of issuer of the securities held
                      pursuant to the plan and the address
                       of its principal executive office.)

<PAGE>   2





                               BRUSH WELLMAN INC.
                           SAVINGS AND INVESTMENT PLAN

REQUIRED INFORMATION
--------------------

                                                                      Page No.

        1.  Report of Independent Auditors.                               1

        2.  Statements of Financial Condition -
            December 31, 1996 and December 31, 1995.                    2-3

        3.  Statements of Income and Changes in Plan
            Equity - Plan years ended December 31, 1996,
            December 31, 1995 and December 30, 1994                     4-7

        4.  Notes to Financial Statements.                             8-16

        5.  Schedules required to be filed under ERISA.

            a.  Schedule of Assets held for Investment
                Purposes.                                                17

            b.  Schedule of Reportable Transactions.                     18

        6.  Consent of Independent Auditors.                             19

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
Plan has duly caused this annual report to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio,
on the 27th day of March, 1997.

                                            BRUSH WELLMAN INC.
                                            SAVINGS AND INVESTMENT PLAN

                                            By /s/ Dennis L. Habrat
                                              ---------------------------------
                                              Member of the Administrative
                                              Committee


<PAGE>   3



                      [WESLEY, MILLS & COMPANY LETTERHEAD]



                         REPORT OF INDEPENDENT AUDITORS
                         ------------------------------

Administrative Committee of
 Brush Wellman Inc. Savings
 and Investment Plan

                  We have audited the financial statements of Brush Wellman Inc.
Savings and Investment Plan listed in the Annual Report on Form 11-K as of and
for the years ended December 31, 1996 and 1995 and 1994. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.

                  We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

                  In our opinion, the financial statements listed in the Annual
Report on Form 11-K present fairly, in all material respects, the financial
position of Brush Wellman Inc. Savings and Investment Plan at December 31, 1996
and 1995, the results of its operations and changes in its plan equity for the
years ended December 31, 1996 and 1995 and 1994 in conformity with generally
accepted accounting principles.

                  Our audits were made for the purpose of forming an opinion on
the financial statements taken as a whole. The accompanying supplemental
schedules of assets held for investment purposes as of December 31, 1996 and
reportable transactions for the year ended December 31, 1996 are presented for
purposes of complying with the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974, and are not a required part of the financial statements. The supplemental
schedules have been subjected to the auditing procedures applied in our audit of
the financial statements and, in our opinion, are fairly stated in all material
respects in relation to the financial statements taken as a whole.

                                                    Wesley, Mills & Company

                                                  /s/ Wesley, Mills & Company

February 6, 1997


<PAGE>   4


                               BRUSH WELLMAN INC.
                           SAVINGS AND INVESTMENT PLAN
                        STATEMENT OF FINANCIAL CONDITION
                                DECEMBER 31, 1996

<TABLE>
<CAPTION>
                                                                                             S&P 500        ASSET         FIXED  
            ASSETS                                   GROWTH     INTERNATIONAL    INCOME       INDEX       ALLOCATION      INCOME 
            ------                                 -----------  -------------  ----------   ----------    ----------    ----------  

<S>                                                <C>            <C>          <C>          <C>           <C>           <C>         
Brush Wellman Inc. Common Stock
    (cost $21,316,961)                                                                                                              
Janus Fund
    (cost $9,140,759)                              $10,368,651                                                                      
Templeton Foreign Fund
    (cost $5,334,105)                                             $6,029,302                                                        
PFAMCO Equity Income Fund
    (cost $5,793,594)                                                          $6,407,987                                           
Northern Trust Collective Stock Index Fund
    (cost $7,548,719)                                                                       $9,625,596                              
Vanguard Asset Allocation Fund
    (cost $6,851,379)                                                                                     $6,890,813                
PIMCO Total Return Fund
    (cost $6,304,014)                                                                                                   $6,631,102  
Northern Trust Short-Term Investment Fund
    (cost $6,805,573)                                                                                                               
Paticipant Promissory Notes
    (cost $3,256,882)                                                                                                               
Employee Benefits Money Market Fund
    (cost $102,828)                                                                                                                 
                                                   -----------    ----------   ----------   ----------    ----------    ----------  
                                                    10,368,651     6,029,302    6,407,987    9,625,596     6,890,813     6,631,102  

Dividends Receivable                                                                                                        35,758  
Interest Receivable                                                                                                                 
Other                                                                             106,649                                           
                                                   -----------    ----------   ----------   ----------    ----------    ----------  
                                                                                  106,649                                   35,758  
                                                   -----------    ----------   ----------   ----------    ----------    ----------  

TOTAL ASSETS                                       $10,368,651    $6,029,302   $6,514,636   $9,625,596    $6,890,813    $6,666,860  
                                                   ===========    ==========   ==========   ==========    ==========    ==========  

       LIABILITIES & PLAN EQUITY
       -------------------------

Plan Equity                                         10,368,651     6,029,302    6,514,636    9,625,596     6,890,813     6,666,860  
                                                   -----------    ----------   ----------   ----------    ----------    ----------  

TOTAL LIABILITIES & PLAN EQUITY                    $10,368,651    $6,029,302   $6,514,636   $9,625,596    $6,890,813    $6,666,860  
                                                   ===========    ==========   ==========   ==========    ==========    ==========  

<CAPTION>


                                                         MONEY              STOCK             PAYSOP        LOAN                    
            ASSETS                                      MARKET              FUND               FUND         FUND          TOTAL    
                                                      ----------         -----------         --------    ----------    -----------  
<S>                                                   <C>                <C>                 <C>         <C>           <C>          
Brush Wellman Inc. Common Stock                                                                                                     
    (cost $21,316,961)                                                   $17,763,305         $222,406                  $17,985,711  
Janus Fund                                                                                                                          
    (cost $9,140,759)                                                                                                   10,368,651  
Templeton Foreign Fund                                                                                                              
    (cost $5,334,105)                                                                                                    6,029,302  
PFAMCO Equity Income Fund                                                                                                           
    (cost $5,793,594)                                                                                                    6,407,987  
Northern Trust Collective Stock Index Fund                                                                                          
    (cost $7,548,719)                                                                                                    9,625,596  
Vanguard Asset Allocation Fund                                                                                                      
    (cost $6,851,379)                                                                                                    6,890,813  
PIMCO Total Return Fund                                                                                                             
    (cost $6,304,014)                                                                                                    6,631,102  
Northern Trust Short-Term Investment Fund                                                                                           
    (cost $6,805,573)                                 $6,757,471                                                         6,757,471  
Paticipant Promissory Notes                                                                                                         
    (cost $3,256,882)                                                                                    $3,256,882      3,256,882  
Employee Benefits Money Market Fund                                                                                                 
    (cost $102,828)                                                           88,991           13,837                      102,828  
                                                      ----------         -----------         --------    ----------    -----------  
                                                       6,757,471          17,852,296          236,243     3,256,882     74,056,343  
                                                                                                                                    
Dividends Receivable                                                         119,317            1,496                      156,571  
Interest Receivable                                       30,302                 500               65                       30,867  
Other                                                                                                                      106,649  
                                                      ----------         -----------         --------    ----------    -----------  
                                                          30,302             119,817            1,561                      294,087  
                                                      ----------         -----------         --------    ----------    -----------  
                                                                                                                                    
TOTAL ASSETS                                          $6,787,773         $17,972,113         $237,804    $3,256,882    $74,350,430  
                                                      ==========         ===========         ========    ==========    ===========  
                                                                                                                                    
       LIABILITIES & PLAN EQUITY                                                                                                    
       -------------------------                                                                                                    
                                                                                                                                    
Plan Equity                                            6,787,773          17,972,113          237,804     3,256,882     74,350,430  
                                                      ----------         -----------         --------    ----------    -----------  
                                                                                                                                    
TOTAL LIABILITIES & PLAN EQUITY                       $6,787,773         $17,972,113         $237,804    $3,256,882    $74,350,430  
                                                      ==========         ===========         ========    ==========    ===========  
</TABLE>



See accompanying notes to financial statements.




                                       2
<PAGE>   5

                               BRUSH WELLMAN INC.
                           SAVINGS AND INVESTMENT PLAN
                        STATEMENT OF FINANCIAL CONDITION
                                DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                                                                                      S&P 500        ASSET        
             ASSETS                                   GROWTH         INTERNATIONAL      INCOME         INDEX       ALLOCATION     
             ------                                                                                                               

<S>                                                  <C>               <C>            <C>            <C>           <C>            
Brush Wellman Inc. Common Stock
    (cost $19,877,694)                                                                                                            
Janus Fund
    (cost $5,801,586)                                $6,804,651                                                                   
Templeton Foreign Fund
    (cost $4,501,939)                                                  $4,629,897                                                 
PFAMCO Equity Income Fund
    (cost $3,885,041)                                                                 $4,574,485                                  
Northern Trust Collective Stock Index Fund
    (cost $5,714,906)                                                                                $7,000,520                   
Phoenix Total Return Fund
    (cost $5,446,128)                                                                                              $5,758,773     
PIMCO Total Return Fund
    (cost $5,952,689)                                                                                                             
Northern Trust Short-Term Investment Fund
    (cost $6,526,065)                                                                                                             
Paticipant Promissory Notes
    (cost $2,980,787)                                                                                                             
Employee Benefits Money Market Fund
    (cost $84,339)                                                                                                                
                                                     ----------        ----------     ----------     ----------    ----------     
                                                      6,804,651         4,629,897      4,574,485      7,000,520     5,758,773     
Contribution Receivable:
    Company                                                                                                                       
    401(k)                                               88,532            61,402         45,024         53,885        51,977     
                                                     ----------        ----------     ----------     ----------    ----------     
                                                         88,532            61,402         45,024         53,885        51,977     

Dividends Receivable                                    229,096            30,071                                                 
Interest Receivable                                                                                                               
Other                                                   145,249            52,642        160,741                                  
                                                     ----------        ----------     ----------     ----------    ----------     
                                                        374,345            82,713        160,741                                  
                                                     ----------        ----------     ----------     ----------    ----------     

TOTAL ASSETS                                         $7,267,528        $4,774,012     $4,780,250     $7,054,405    $5,810,750     
                                                     ==========        ==========     ==========     ==========    ==========     

        LIABILITIES & PLAN EQUITY
        -------------------------

Plan Equity                                           7,267,528         4,774,012      4,780,250      7,054,405     5,810,750     
                                                     ----------        ----------     ----------     ----------    ----------     

TOTAL LIABILITIES & PLAN EQUITY                      $7,267,528        $4,774,012     $4,780,250     $7,054,405    $5,810,750     
                                                     ==========        ==========     ==========     ==========    ==========     

<CAPTION>

                                                 FIXED          MONEY        STOCK         PAYSOP         LOAN                   
             ASSETS                               INCOME         MARKET        FUND          FUND          FUND          TOTAL   
             ------                                                                                                              
                                                                                                                                 
<S>                                             <C>            <C>          <C>            <C>          <C>           <C>        
Brush Wellman Inc. Common Stock                                                                                                  
    (cost $19,877,694)                                                      $17,320,725    $235,100                   $17,555,825
Janus Fund                                                                                                                       
    (cost $5,801,586)                                                                                                   6,804,651
Templeton Foreign Fund                                                                                                           
    (cost $4,501,939)                                                                                                   4,629,897
PFAMCO Equity Income Fund                                                                                                        
    (cost $3,885,041)                                                                                                   4,574,485
Northern Trust Collective Stock Index Fund                                                                                       
    (cost $5,714,906)                                                                                                   7,000,520
Phoenix Total Return Fund                                                                                                        
    (cost $5,446,128)                                                                                                   5,758,773
PIMCO Total Return Fund                                                                                                          
    (cost $5,952,689)                           $6,479,743                                                              6,479,743
Northern Trust Short-Term Investment Fund                                                                                        
    (cost $6,526,065)                                          $6,526,065                                               6,526,065
Paticipant Promissory Notes                                                                                                      
    (cost $2,980,787)                                                                                   $2,980,787      2,980,787
Employee Benefits Money Market Fund                                                                                              
    (cost $84,339)                                                               61,627      22,712                        84,339
                                                ----------     ----------   -----------    --------     ----------    -----------
                                                 6,479,743      6,526,065    17,382,352     257,812      2,980,787     62,395,085
Contribution Receivable:                                                                                                         
    Company                                                                     146,961                                   146,961
    401(k)                                          54,923         40,401        36,733                                   432,877
                                                ----------     ----------   -----------    --------     ----------    -----------
                                                    54,923         40,401       183,694                                   579,838
                                                                                                                                 
Dividends Receivable                                36,914                      100,285                                   396,366
Interest Receivable                                                29,509           612                                    30,121
Other                                                                                         1,469        121,271        481,372
                                                ----------     ----------   -----------    --------     ----------    -----------
                                                    36,914         29,509       100,897       1,469        121,271        907,859
                                                ----------     ----------   -----------    --------     ----------    -----------
                                                                                                                                 
TOTAL ASSETS                                    $6,571,580     $6,595,975   $17,666,943    $259,281     $3,102,058    $63,882,782
                                                ==========     ==========   ===========    ========     ==========    ===========
                                                                                                                                 
        LIABILITIES & PLAN EQUITY                                                                                                
        -------------------------                                                                                                
                                                                                                                                 
Plan Equity                                      6,571,580      6,595,975    17,666,943     259,281      3,102,058     63,882,782
                                                ----------     ----------   -----------    --------     ----------    -----------
                                                                                                                                 
TOTAL LIABILITIES & PLAN EQUITY                 $6,571,580     $6,595,975   $17,666,943    $259,281     $3,102,058    $63,882,782
                                                ==========     ==========   ===========    ========     ==========    ===========
</TABLE>




See accompanying notes to financial statements.



                                       3
<PAGE>   6


                               BRUSH WELLMAN INC.
                           SAVINGS AND INVESTMENT PLAN
                 STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
                          YEAR ENDED DECEMBER 31, 1996

<TABLE>
<CAPTION>
                                                                                         S&P 500        ASSET            ASSET     
                                          GROWTH      INTERNATIONAL        INCOME         INDEX       ALLOCATION      ALLOCATION   
                                       ------------   -------------    ------------   ------------   ------------    ------------  

<S>                                    <C>            <C>              <C>            <C>            <C>             <C>           
Investment Income:
   Dividends                           $     78,618   $    155,189     $    178,089   $    196,318   $     59,791    $    184,120  
   Interest                                                                                     40                                 
   Other Income (Expense)                  (140,542)       (49,661)         (52,745)         1,051                            753  
                                       ------------   ------------     ------------   ------------   ------------    ------------  
                                            (61,924)       105,528          125,344        197,409         59,791         184,873  

Realized Gain (Loss) on
   Investments--Note E                    1,400,469        223,270        1,108,472        722,676        501,151         376,090  

Unrealized Appreciation (Depreciation)
   on Investments--Note F                   224,826        567,238          (75,051)       791,262       (312,645)         39,434  

Contributions--Note B
   Company                               
   401(k)                                 1,235,328        768,459          633,965        771,948        338,277         282,974  
                                       ------------   ------------     ------------   ------------   ------------    ------------  
                                          1,235,328        768,459          633,965        771,948        338,277         282,974  

Investment Election Change:
   7/1/96 Plan Change                                                                                  (5,927,322)      5,927,322
   Current Year Changes                     693,444       (279,414)         298,540        531,373       (272,484)        168,495  

Loan Transfers                                5,708          4,535          (34,396)         5,128         12,176         (13,856) 

Unallocated Loan Payments                                                                                                          

Withdrawals and
   Terminations--Note C                     396,728        134,326          322,488        448,605        209,694          74,519  
                                       ------------   ------------     ------------   ------------   ------------    ------------  

Income and Changes in Plan Equity         3,101,123      1,255,290        1,734,386      2,571,191     (5,810,750)      6,890,813  

Plan Equity at Beginning of the Year      7,267,528      4,774,012        4,780,250      7,054,405      5,810,750               0  
                                       ------------   ------------     ------------   ------------   ------------    ------------  

Plan Equity at End of the Year         $ 10,368,651   $  6,029,302     $  6,514,636   $  9,625,596   $          0    $  6,890,813  
                                       ============   ============     ============   ============   ============    ============  


<CAPTION>


                                           FIXED          MONEY           STOCK         PAYSOP          LOAN                     
                                           INCOME         MARKET            FUND          FUND            FUND          TOTAL     
                                       ------------    ------------    ------------   ------------    ------------   ------------ 
                                                                                                                                  
<S>                                    <C>             <C>             <C>            <C>             <C>            <C>          
Investment Income:                                                                                                                
   Dividends                           ($     1,156)                   $    442,822   $      7,080                   $  1,300,871 
   Interest                                 431,130    $    346,350           6,117          1,118    $    251,904      1,036,659 
   Other Income (Expense)                                                     1,374         (1,469)                      (241,239)
                                       ------------    ------------    ------------   ------------    ------------   ------------ 
                                            429,974         346,350         450,313          6,729         251,904      2,096,291 
                                                                                                                                  
Realized Gain (Loss) on                                                                                                           
   Investments--Note E                       53,664                         (45,347)                                    4,340,445 
                                                                                                                                  
Unrealized Appreciation (Depreciation)                                                                                            
   on Investments--Note F                  (199,966)                       (998,240)       (11,142)                        25,716 
                                                                                                                                  
Contributions--Note B                                                                                                             
   Company                                                                1,910,402                                     1,910,402   
   401(k)                                   619,396         423,544         401,965                                     5,475,856 
                                       ------------    ------------    ------------   ------------    ------------   ------------ 
                                            619,396         423,544       2,312,367                                     7,386,258 
                                                                                                                                  
Investment Election Change:                                                                                                       
   7/1/96 Plan Change                                                                                                             
   Current Year Changes                    (544,791)        (57,542)       (531,725)        (5,896)                               
                                                                                                                                  
Loan Transfers                               16,034         (93,033)       (107,586)                        82,865       (122,425)
                                                                                                                                  
Unallocated Loan Payments                                                                                  (87,732)       (87,732)
                                                                                                                                  
Withdrawals and                                                                                                                   
   Terminations--Note C                     279,031         427,521         774,612         11,168          92,213      3,170,905 
                                       ------------    ------------    ------------   ------------    ------------   ------------ 
                                                                                                                                  
Income and Changes in Plan Equity            95,280         191,798         305,170        (21,477)        154,824     10,467,648 
                                                                                                                                  
Plan Equity at Beginning of the Year      6,571,580       6,595,975      17,666,943        259,281       3,102,058     63,882,782 
                                       ------------    ------------    ------------   ------------    ------------   ------------ 
                                                                                                                                  
Plan Equity at End of the Year         $  6,666,860    $  6,787,773    $ 17,972,113   $    237,804    $  3,256,882   $ 74,350,430 
                                       ============    ============    ============   ============    ============   ============ 
</TABLE>




See accompanying notes to financial statements.


                                       4
<PAGE>   7


                               BRUSH WELLMAN INC.
                           SAVINGS AND INVESTMENT PLAN
                 STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
                          YEAR ENDED DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                                                                 S&P 500      ASSET        FIXED         MONEY
                                           GROWTH    INTERNATIONAL   INCOME       INDEX     ALLOCATION     INCOME        MARKET
                                         ----------- ------------- ----------   ---------   -----------  ----------   ------------

<S>                                      <C>          <C>          <C>          <C>         <C>          <C>          <C>       
Investment Income:
   Dividends                               $230,704     $120,175     $118,087     $126,716    $175,358      $37,345         $335
   Interest                                       3           62          (57)       1,406         (88)     369,523      384,180
   Other Income (Expense)                   145,446       52,799      160,893          215      (5,789)         130          411
                                         ----------   ----------   ----------   ----------  ----------   ----------   ----------
                                            376,153      173,036      278,923      128,337     169,481      406,998      384,926

Realized Gain (Loss) on
   Investments--Note E                      110,541      177,639       84,078      332,016     417,723      143,684

Unrealized Appreciation (Depreciation)
   on Investments--Note F                 1,003,066      127,958      689,444    1,285,614     312,645      527,054

Contributions--Note B
   Company
   401(k)                                 1,095,412      827,949      572,343      597,024     679,023      698,659      514,984
                                         ----------   ----------   ----------   ----------  ----------   ----------   ----------
                                          1,095,412      827,949      572,343      597,024     679,023      698,659      514,984

Plan Merger -- Note A                                                                                                        501

Investment Election Change:
   1/1/95 Plan Change                     4,298,945    3,712,726    2,976,847    4,587,494   5,167,817    5,192,931    6,663,511
   Current Year Changes                     541,260      (75,928)     308,292      367,108    (718,922)     (47,775)     (93,355)

Loan Transfers                              (22,439)       3,922       (9,258)     (20,141)    (19,177)    (119,899)     (83,478)

Unallocated Loan Payments

Withdrawals and
   Terminations--Note C                     135,410      173,290      120,419      223,047     197,840      230,072      791,114
                                         ----------   ----------   ----------   ----------  ----------   ----------   ----------

Income and Changes in Plan Equity         7,267,528    4,774,012    4,780,250    7,054,405   5,810,750    6,571,580    6,595,975

Plan Equity at Beginning of the Year              0            0            0            0           0            0            0
                                         ----------   ----------   ----------   ----------  ----------   ----------   ----------

Plan Equity at End of the Year           $7,267,528   $4,774,012   $4,780,250   $7,054,405  $5,810,750   $6,571,580   $6,595,975
                                         ==========   ==========   ==========   ==========  ==========   ==========   ==========
</TABLE>


See accompanying notes to financial statements.


                                       5
<PAGE>   8


                               BRUSH WELLMAN INC.
                           SAVINGS AND INVESTMENT PLAN
                 STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
                          YEAR ENDED DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                          INCOME      EQUITY       EQUITY     EQUITY       STOCK     
                                           FUND       FUND A       FUND B     FUND C       FUND      
                                       ------------ ----------  ----------  ----------  -----------  

<S>                                    <C>          <C>         <C>         <C>         <C>         
Investment Income:
   Dividends                                                                               $352,679  
   Interest                                                                                  10,744  
   Other Income (Expense)                                                                   192,317  
                                       -----------  ----------  ----------  ----------  -----------  
                                                                                            555,740  

Realized Gain (Loss) on
   Investments--Note E                    $214,089    $474,999    ($12,619)     $5,888      (82,030) 

Unrealized Appreciation (Depreciation)
   on Investments--Note F                 (201,462)   (472,705)     14,214      (2,813)    (157,861) 

Contributions--Note B
   Company                                                                                1,815,838  
   401(k)                                                                                   442,057  
                                       -----------  ----------  ----------  ----------  -----------  
                                                                                          2,257,895  

Plan Merger -- Note A                    2,174,657     221,971     266,585     363,013      687,127  

Investment Election Change:
   1/1/95 Plan Change                  (17,434,297) (6,400,676) (2,818,083) (5,693,929)    (275,286) 
   Current Year Changes                                                                    (255,586) 

Loan Transfers                                                                             (121,062) 

Unallocated Loan Payments                                                                            

Withdrawals and
   Terminations--Note C                                                                     721,484  
                                       -----------  ----------  ----------  ----------  -----------  

Income and Changes in Plan Equity      (15,247,013) (6,176,411) (2,549,903) (5,327,841)   1,887,453  

Plan Equity at Beginning of the Year    15,247,013   6,176,411   2,549,903   5,327,841   15,779,490  
                                       -----------  ----------  ----------  ----------  -----------  

Plan Equity at End of the Year                  $0          $0          $0          $0  $17,666,943  
                                       ===========  ==========  ==========  ==========  ===========  

<CAPTION>


                                        PAYSOP       LOAN                
                                         FUND        FUND        TOTAL   
                                       --------  ----------  ------------
                                                                         
<S>                                    <C>       <C>         <C>         
Investment Income:                                                       
   Dividends                             $3,568               $1,164,967 
   Interest                               1,291    $182,910      949,974 
   Other Income (Expense)                 3,647                  550,069 
                                       --------  ----------  ----------- 
                                          8,506     182,910    2,665,010 
                                                                         
Realized Gain (Loss) on                                                  
   Investments--Note E                                         1,866,008 
                                                                         
Unrealized Appreciation (Depreciation)                                   
   on Investments--Note F                 1,385                3,126,539 
                                                                         
Contributions--Note B                                                    
   Company                                                     1,815,838 
   401(k)                                                      5,427,451 
                                       --------  ----------  ----------- 
                                                               7,243,289 
                                                                         
Plan Merger -- Note A                               133,074    3,846,928 
                                                                         
Investment Election Change:                                              
   1/1/95 Plan Change                                22,000              
   Current Year Changes                  (2,722)                  22,372 
                                                                         
Loan Transfers                                      391,532              
                                                                         
Unallocated Loan Payments                           154,810      154,810 
                                                                         
Withdrawals and                                                          
   Terminations--Note C                  11,547     154,064    2,758,287 
                                       --------  ----------  ----------- 
                                                                         
Income and Changes in Plan Equity        (4,378)    730,262   16,166,669 
                                                                         
Plan Equity at Beginning of the Year    263,659   2,371,796   47,716,113 
                                       --------  ----------  ----------- 
                                                                         
Plan Equity at End of the Year         $259,281  $3,102,058  $63,882,782 
                                       ========  ==========  =========== 
</TABLE>





See accompanying notes to financial statements.



                                       6
<PAGE>   9

                               BRUSH WELLMAN INC.
                           SAVINGS AND INVESTMENT PLAN
                 STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
                          YEAR ENDED DECEMBER 31, 1994

<TABLE>
<CAPTION>
                                          INCOME      EQUITY      EQUITY      EQUITY       STOCK     PAYSOP      LOAN
                                           FUND       FUND A      FUND B      FUND C       FUND       FUND       FUND        TOTAL
                                      -----------  ----------  ----------  ----------------------  --------  ----------  -----------
<S>                                   <C>          <C>         <C>         <C>        <C>          <C>       <C>         <C>        
Investment Income:
   Dividends                                         $149,840     $40,559    $168,092    $226,120    $3,655                 $588,266
   Interest                                $2,508         963         637       1,168       5,135     1,077    $193,935      205,423
   Other Income (Expense)                    (316)     38,488     116,209     230,397       4,188    (7,632)                 381,334
                                      -----------  ----------  ----------  ----------------------  --------  ----------  -----------
                                            2,192     189,291     157,405     399,657     235,443    (2,900)    193,935    1,175,023

Realized Gain (Loss) on
   Investments--Note E                  1,768,784      10,616         546                (259,373)   (4,175)               1,516,398

Unrealized Appreciation (Depreciation)
   on Investments--Note F                (835,627)   (141,678)    (97,859)   (324,217)  2,920,404    55,913                1,576,936

Contributions--Note B
   Company                                                                              1,321,370                          1,321,370
   401(k)                               1,625,555     640,225     426,637     780,972     568,908                          4,042,297
   Participant                             41,963      19,303      10,693      38,818      10,484                            121,261
                                      -----------  ----------  ----------  ----------------------  --------  ----------  -----------
                                        1,667,518     659,528     437,330     819,790   1,900,762                          5,484,928

Investment Election Change               (624,692)    (49,190)    112,423     583,416     (21,134)     (405)                     418

Loan Transfers                             56,300      15,687       7,151      28,758         252              (108,148)

Unallocated Loan Payments                                                                                        29,946       29,946

Withdrawals and
   Terminations--Note C                 1,249,662     383,872     211,767     244,030     767,193    12,264      68,718    2,937,506
                                      -----------  ----------  ----------  ----------------------  --------  ----------  -----------

Income and Changes in Plan Equity         784,813     300,382     405,229   1,263,374   4,009,161    36,169      47,015    6,846,143

Plan Equity at Beginning of the Year   14,462,200   5,876,029   2,144,674   4,064,467  11,770,329   227,490   2,324,781   40,869,970
                                      -----------  ----------  ----------  ----------------------  --------  ----------  -----------

Plan Equity at End of the Year        $15,247,013  $6,176,411  $2,549,903  $5,327,841 $15,779,490  $263,659  $2,371,796  $47,716,113
                                      ===========  ==========  ==========  ========== ===========  ========  ==========  ===========
</TABLE>


See accompanying notes to financial statements.




                                       7
<PAGE>   10



                          NOTES TO FINANCIAL STATEMENTS
                               BRUSH WELLMAN INC.
                           SAVINGS AND INVESTMENT PLAN

           DECEMBER 31, 1996, DECEMBER 31, 1995 AND DECEMBER 31, 1994

NOTE A - The accounting records of the Brush Wellman Inc. Savings and Investment
Plan (Plan) are maintained on the accrual basis. Investments are stated at
current market value. Investment in securities traded on national securities
exchanges are valued at the latest reported closing price. Investment in
participant units of the Northern Trust Short-Term Investment Fund, Managed
Guaranteed Investment Contract Fund and the Employee Benefits Money Market Fund
are stated at market value as determined by the Trustee. Cost is determined by
the average cost method.

        The preparation of financial statements in conformity with generally
accepted accounting principles 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 and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

        In 1994 the Plan changed its year end from December 30 to December 31.
The effect of this change on the financial statements is not material.

       Effective January 1, 1995 the Williams Advanced Materials Inc. Savings
and Investment Plan was merged into the Plan. Prior to the merger, the plans
separately covered eligible employees at Brush Wellman Inc. and its subsidiary
Williams Advanced Materials Inc. There were no substantial changes in
eligibility, Company contributions, plan benefits or value of plan assets as a
result of the merger. The transferred net assets were recognized in the accounts
of the Plan, at the balances as previously carried in the accounts of the
Williams Advanced Materials Inc. Savings and Investment Plan. The changes in net
assets of the combined plans were included in the accompanying Statement of
Income and Changes in Plan Equity from January 1, 1995.

NOTE B - The Plan is a defined contribution plan which covers certain eligible
employees with one year of eligibility service with Brush Wellman Inc.
(Company). An employee shall be credited with a year of eligibility service if
he is credited with at least 1,000 hours of service in any twelve consecutive
month period beginning with date of hire or rehire of the employee (or an
anniversary of the latest such date).

        The Plan provides for basic contributions on behalf of employees up to
6% of their earnings through either salary reduction or employee after-tax
contributions. Basic contributions were matched by the Company at the rate of
50% of such contributions. The rate at which such basic contributions are
matched by the Company may be decreased or increased (up to 100%) by action of
the Company's Board of Directors.

        An employee who makes basic contributions of 6% of earnings may also
make supplemental contributions of up to 9% of earnings which are not matched by
Company 


                                       8

<PAGE>   11



contributions and which may be made in any combination of salary reduction
and/or after-tax contributions.

        An employee's contributions made to the Plan on a salary reduction basis
may not exceed certain maximum amounts. The maximum amounts were $9,500 in 1996,
$9,240 in 1995 and $9,240 in 1994. All employee and Company matching
contributions are fully vested at all times.

        Participants may direct that their basic, supplemental and transfer
contributions (as described in the Plan) be invested in one or more of the
following: Growth Fund, International Fund, Income Fund, S&P 500 Index Fund,
Asset Allocation Fund, Fixed Income Fund, Money Market Fund and the Company
Stock Fund in increments of 1%. Prior to March 3, 1995, participant contribution
directions were allowed at 10% increments. All Company matching contributions
are invested in the Company Stock Fund except with respect to Participants age
55 or older who may transfer such contributions to other investment funds. Prior
to March 3, 1995 the minimum age for the exception was 59 1/2.

        The Growth Fund invests primarily in the Janus Fund. The objective of
the fund is to produce capital appreciation; dividend income is a secondary
source of return. The fund invests primarily in the stocks of companies and
industries that are experiencing increasing demand for their products and
services. There were 1,139 participants in the fund at the end of the Plan year.

        The International Fund invests primarily in the Templeton Foreign Fund.
The objective of the fund is to produce capital appreciation. The fund primarily
invests in stocks of companies located outside of the United States. There were
826 participants in the fund at the end of the Plan year.

        The Income Fund invests primarily in the PFAMCO Equity Income Fund. The
objective of the fund is to seek current income from stocks in each industry
that have low prices relative to their earnings and high dividend yields. The
fund will usually be fully invested in stocks. There were 777 participants in
the fund at the end of the Plan year.

        The S&P 500 Index Fund invests primarily in the Northern Trust
Collective Stock Index Fund. The objective of the fund is to produce returns
that match the returns of the Standand & Poor's 500 Stock Index. The fund
proportionately invests in each of the stocks that comprise the Standard &
Poor's 500 Stock Index. There were 919 participants in the fund at the end of
the Plan year.

        The Asset Allocation Fund invests primarily in the Vanguard Asset
Allocation Fund. The objective of the fund is to maximize total returns
consistent with reasonable risk using a combination of stocks, bonds, and money
market investments. Prior to July 1, 1996, the Asset Allocation Fund invested
primarily in the Phoenix Total Return Fund. There were 782 participants in the
fund at the end of the Plan year.

        The Fixed Income Fund invests primarily in the PIMCO Total Return Fund.
The objective of the fund is to seek current income and capital appreciation.
The fund 


                                       9

<PAGE>   12



invests in bonds with an average maturity of three to six years and will
generally be invested in high quality securities including U.S. Government
bonds, corporate bonds, mortgage-related securities and money market
investments. There were 625 participants in the fund at the end of the Plan
year.

        The Money Market Fund invests primarily in the Northern Trust Short-Term
Investment Fund. The objective of the fund is to maximize current income on cash
reserves to the extent consistent with principal preservation and maintenance of
liquidity. The fund invests in high-grade money market instruments with short
maturities. There were 519 participants in the fund at the end of the Plan year.

        The Company Stock Fund invests primarily in Brush Wellman Inc. Common
Stock. There were 1,662 participants in the fund at the end of the Plan year.

        Prior to January 1, 1995 participants could direct their basic,
supplemental and transfer contributions (as described in the Plan) be invested
in one or more of the following; Income Fund, Equity Fund A, Equity Fund B,
Equity Fund C and the Company Stock Fund in increments of 10%.

        The Income Fund invests primarily in the Managed Guaranteed Investment
Contract Fund, the objective of which is to achieve high current income with
stability of principal. The fund is primarily invested in Guaranteed Investment
Contracts.

        Equity Fund A invests primarily in the Fidelity U.S. Equity Index Fund.
This fund is a growth and income fund. It seeks a yield that corresponds with
the total return of the Standard & Poor's 500 Stock Index. The fund's share
price will fluctuate and dividend amounts will vary.

        Equity Fund B invests primarily in the Fidelity Fund. This fund seeks
long-term capital growth and current return on capital and will select some
securities for their income characteristics, which may limit the potential for
growth. The fund's share price and dividend income will fluctuate as the value
and yields of the securities in its investment portfolio fluctuate.

        Equity Fund C invests primarily in Fidelity Puritan Fund. This fund is a
growth and income fund. It seeks capital growth in addition to regular quarterly
dividends. It invests in a broadly diversified portfolio of common stocks,
preferred stocks and bonds, including lower-quality, high yield debt securities.
The fund's share price will fluctuate and dividend amounts will vary.

        The Plan, as originally adopted, included a Payroll Stock Ownership Plan
(PAYSOP) feature that applied through 1986. Under the PAYSOP, the Company made
contributions based upon a percentage of payroll and was afforded an additional
credit against federal income tax up to the amount allowable by the Internal
Revenue Code. The PAYSOP contribution by the Company, which could be in Common
Stock of the Company or cash used to purchase Common Stock of the Company, was a
percentage of the compensation paid to all employees who made salary reduction
contributions to the Plan at any time during the year and who were members of
the Plan as of the last 



                                       10
<PAGE>   13


pay period of such year. The shares of Common Stock of the Company contributed
or purchased were allocated equally to all eligible participants.

        A participant may borrow funds from his account, excluding his interest
in the PAYSOP Fund, provided such loan is secured by the participant's interest
in his account and evidenced by a promissory note executed by the participant.
The promissory notes are held in trust as a separate fund, Loan Fund, of the
Plan.

        Prior to June 1, 1989, participants who were employees of Williams
Advanced Materials Inc. could have directed a portion of their contributions to
be used to purchase insurance policies that were excluded from the former
Williams Advanced Materials Inc. Savings and Investment Plan assets. Life
insurance policies on the lives of participants, purchased under the former
Williams Advanced Materials Inc. Savings and Investment Plan prior to July 1,
1989, may continue to be held.

        All costs and expenses incurred in connection with the administration of
the Plan for 1996, 1995, and 1994 were paid by the Company.

        Information concerning the Plan agreement and the vesting and benefit
provisions is contained in the Summary Plan Description. Copies of this pamphlet
are available from the Plan administrator.

NOTE C - At retirement, death or other termination, a participant (or his death
beneficiary) is eligible to receive a distribution of all employee, Company
matching and PAYSOP contributions credited to the employee's account plus or
minus any net gain or loss thereon.

        The value of distributions and withdrawals is based on the value of a
participant's account on the valuation date immediately preceding the date of
distribution or withdrawal and is deducted from the participant's account as of
such valuation date.

        Distribution to a participant or a person designated by the participant
as his death beneficiary is made under one of the following methods as elected
by the participant:

        (i)  Lump sum payment in cash; or

        (ii) Lump sum payment in cash, except that a participant's interest in
             the Company Stock Fund and the PAYSOP Fund will be paid in full
             shares of Common Stock of the Company, with any fractional shares
             being paid in cash.



                                       11



<PAGE>   14

NOTE D - Shares of face value by investment as of December 31, 1996 and December
31, 1995 are as follows:

<TABLE>
<CAPTION>
                                                    Shares By Investment

                                                ----------------------------
                  Investment                     1996              1995
                  ----------                     ----              ----

<S>                                             <C>               <C>      
Janus Fund                                        424,076           295,341
Templeton Fund                                    581,979           504,346
PFAMCO Equity Income Fund                         472,565           343,172
Northern Trust Collective Stock
   Index Fund                                     617,421           511,734
Vanguard Asset Allocation Fund                    384,103
PIMCO Total Return Fund                           631,534           604,454
Norther Trust Short-Term
   Investment Fund                              6,757,471         6,526,065
Brush Wellman Inc. Common Stock                 1,213,246         1,040,441
Phoenix Total Return Fund                                           360,374
Employee Benefit Money Market Fund                 68,776            84,339
</TABLE>

In addition, $3,256,882 and $2,980,787 were invested in Participant Promissory
Notes as of December 31, 1996 and December 31, 1995, respectively.

On July 1, 1996 the Vanguard Asset Allocation Fund replaced the Phoenix Total
Return Fund.




                                       12
<PAGE>   15


NOTE E: The net realized gain (loss) on sales of investments for the Plan years
ended December 31, 1996 December 31, 1995 and December 31, 1994 is as follows:

<TABLE>
<CAPTION>
                                                                                 1996
                                                  -----------------------------------------------------------------
                 Investment                            Shares            Cost          Proceeds        Gain(Loss)
                 ----------                            ------            ----          --------        ----------

<S>                                                    <C>            <C>              <C>             <C>   
Janus Fund                                              32,450         $665,430       $2,065,899       $1,400,469
Templeton Fund                                          97,393          879,703        1,102,973          223,270
PFAMCO Equity Income Fund                               54,403          640,837        1,749,309        1,108,472
Northern Trust Collective Stock
   Index Fund                                           75,307          872,895        1,595,571          722,676
Phoenix Total Return Fund                              396,623        6,033,647        6,534,798          501,151
Vanguard Asset Allocation Fund                           8,232          146,556          522,646          376,090
PIMCO Total Return Fund                                142,677        1,416,931        1,470,595           53,664
Brush Wellman Inc. Common Stock                         48,137          928,849          883,502          (45,347)
                                                                                                 -----------------
                                                                                                       $4,340,445
                                                                                                 =================
</TABLE>

<TABLE>
<CAPTION>
                                                                                 1995
                                                  -----------------------------------------------------------------
                 Investment                            Shares             Cost          Proceeds        Gain(Loss)
                 ----------                            ------             ----          --------        ----------

<S>                                                  <C>             <C>              <C>              <C>    
Janus Fund                                              33,940         $650,645         $761,186         $110,541
Templeton Fund                                         103,753          917,868        1,095,507          177,639
PFAMCO Equity Income Fund                               53,330          589,799          673,877           84,078
Northern Trust Collective Stock
   Index Fund                                           87,493          932,548        1,264,564          332,016
Phoenix Total Return Fund                               82,342        1,225,019        1,642,742          417,723
PIMCO Total Return Fund                                117,292        1,144,388        1,288,072          143,684
Brush Wellman Inc. Common Stock                         59,224        1,150,567        1,068,537          (82,030)
Managed Guaranteed Investment
   Contract Fund                                     1,729,438       17,296,476       17,510,565          214,089
Fidelity U.S. Equity Index Portfolio                   378,019        5,919,589        6,394,588          474,999
Fidelity Fund Inc.                                     153,786        2,856,184        2,843,565          (12,619)
Fidelity Puritan Fund                                  379,472        5,617,162        5,623,050            5,888
                                                                                                 -----------------
                                                                                                       $1,866,008
                                                                                                 =================
</TABLE>

<TABLE>
<CAPTION>
                                                                                 1994
                                                  ---------------------------------------------------------------------
                 Investment                            Shares             Cost           Proceeds        Gain(Loss)
                 ----------                            ------             ----           --------        ----------

<S>                                                      <C>             <C>              <C>               <C>       
Managed Guaranteed Investment
   Contract Fund                                         14,070,058      $14,226,227      $15,995,011       $1,768,784
Fidelity U.S. Equity Index Portfolio                         10,336          160,766          171,382           10,616
Fidelity Fund Inc.                                              818           15,157           15,703              546
Brush Wellman Inc. Common Stock                              14,468          522,658          259,110         (263,548)
                                                                                                      -----------------
                                                                                                            $1,516,398
                                                                                                      =================
</TABLE>

The Department of Labor requires that realized gains and losses be calculated
using current cost (cost at the beginning of the Plan Year) rather than
historical cost. Realized gains under the current cost method for the year ended
December 31, 1996 are as follows:

<TABLE>
<CAPTION>
                                                                                          Realized
                                                                                         Gain/(Loss)
                                                                                     -----------------

<S>                                                                                         <C>      
Brush Wellman Inc. Common Stock                                                               (56,682)
Janus Fund                                                                                  1,428,470
Templeton Fund                                                                                233,618
PFAMCO Equity Income Fund                                                                   1,133,410
Northern Trust Collective Stock Index Fund                                                    754,563
Phoenix Total Return Fund                                                                     540,743
PIMCO Total Return Fund                                                                        65,508
                                                                                     -----------------
                                                                                            4,099,630
                                                                                     =================
</TABLE>




                                       13
<PAGE>   16


NOTE F - The unrealized appreciation (depreciation) of investments for the Plan
years ended December 31, 1996, December 31, 1995 and December 31, 1994 is as
follows:

<TABLE>
<CAPTION>
                                                               Balance                                      Balance
                                                              January 1                                   December 31
                                                                 1996                Change                   1996
                                                            ---------------      ---------------      -----------------

<S>                                                             <C>                  <C>                    <C>        
Janus Fund                                                      $1,003,066             $224,826             $1,227,892
Templeton Fund                                                     127,958              567,238                695,196
PFAMCO Equity Income Fund                                          689,444              (75,051)               614,393
Northern Trust Collective Stock Index Fund                       1,285,614              791,262              2,076,876
Phoenix Total Return Fund                                          312,645             (312,645)                     0
Vanguard Asset Allocation Fund                                           0               39,434                 39,434
PIMCO Total Return Fund                                            527,054             (199,966)               327,088
Brush Wellman Inc. Common Stock                                 (2,321,868)          (1,009,382)            (3,331,250)
                                                                                 ---------------
                                                                                        $25,716
                                                                                 ===============

                                                               Balance                                      Balance
                                                              January 1                                   December 31
                                                                 1995                Change                   1995
                                                            ---------------      ---------------      -----------------

Janus Fund                                                                           $1,003,066             $1,003,066
Templeton Fund                                                                          127,958                127,958
PFAMCO Equity Income Fund                                                               689,444                689,444
Northern Trust Collective Stock
   Index Fund                                                                         1,285,614              1,285,614
Phoenix Total Return Fund                                                               312,645                312,645
PIMCO Total Return Fund                                                                 527,054                527,054
Northern Trust Short-Term
   Investment Fund
Brush Wellman Inc. Common Stock:
   -Brush Wellman Savings & Investment Plan                     (2,219,813)            (102,055)            (2,321,868)
   -Williams Advanced Materials Savings &
    Investment Plan                                                 54,421              (54,421)
Managed Guaranteed Investment Contract Fund:
   -Brush Wellman Savings & Investment Plan                        176,253             (176,253)
   -Williams Advanced Materials Savings &
    Investment Plan                                                 25,209              (25,209)
Fidelity U.S. Equity Index Portfolio:
   -Brush Wellman Savings & Investment Plan                        461,819             (461,819)
   -Williams Advanced Materials Savings &
    Investment Plan                                                 10,886              (10,886)
Fidelity Fund Inc.:
   -Brush Wellman Savings & Investment Plan                         (6,359)               6,359
   -Williams Advanced Materials Savings &
    Investment Plan                                                 (7,855)               7,855
Fidelity Puritan Fund:
   -Brush Wellman Savings & Investment Plan                         17,658              (17,658)
   -Williams Advanced Materials Savings &
    Investment Plan                                                (14,845)              14,845

                                                                                 ---------------
                                                                                     $3,126,539
                                                       "                         ===============
</TABLE>





                                       14
<PAGE>   17




<TABLE>
<CAPTION>
                                                              Balance                                               Balance
                                                              January 1                                           December 31
                                                                1994                   Change                         1994
                                                            --------------         ---------------             -----------------

<S>                                                            <C>                     <C>                        <C>     
Managed Guaranteed Investment Contract Fund                    $1,011,880               ($835,627)                 $176,253
Fidelity U.S. Equity Index Portfolio                              603,497                (141,678)                  461,819
Fidelity Fund Inc.                                                 91,500                 (97,859)                   (6,359)
Fidelity Puritan Fund                                             341,875                (324,217)                   17,658
Brush Wellman Inc. Common Stock                                (5,196,130)              2,976,317                (2,219,813)
                                                                                   ---------------
                                                                                       $1,576,936
                                                                                   ===============
</TABLE>

The Department of Labor requires that unrealized appreciation and depreciation
be calculated using current cost rather that historical cost. Unrealized gains
and losses under the current cost method for the year ended December 31, 1996
are as follows:

<TABLE>
<CAPTION>
                                                                                                  Change in
                                                                                           Unrealized Gain/(Loss)
                                                                                    -------------------------------------

<S>                                                                                                 <C>        
Janus Fund                                                                                           ($916,782)
Templeton Fund                                                                                         251,293
PFAMCO Equity Income Fund                                                                             (873,511)
Northern Trust Collective Stock Index Fund                                                            (858,255)
Phoenix Total Return Fund                                                                           (1,082,605)
Vanguard Asset Allocation Fund                                                                         415,524
PIMCO Total Return Fund                                                                               (882,548)
Brush Wellman Inc. Common Stock                                                                       (720,021)
                                                                                                ---------------
                                                                                                   ($4,666,905)
                                                                                                ===============
</TABLE>





                                       15
<PAGE>   18


NOTE G - The Internal Revenue Service has determined that the Plan is qualified
under Internal Revenue Code Section 401(a) and that the related trust is,
therefore, tax-exempt under Code Section 501(a).

        Continued qualification of the Plan depends upon timely adoption and
operational application of certain amendments required as a result of the Tax
Reform Act of 1986 (Act). In the Company's opinion, the Plan is operating in
compliance with the applicable provisions of the Act.

        The Company is allowed a federal income tax deduction for its employer
matching contributions to the Plan.

        The Plan provides, among other things, for contributions to be made to
the Plan pursuant to a qualified cash or deferred arrangement (CODA) under
Section 401(k) of the IRC. CODA contributions made to the Trust for a
participant will reduce a participant's current compensation and will not be
included in the gross income of the participant for federal income tax purposes
in the year made. Such amounts will, however, be considered as part of the
participant's gross income for purposes of Social Security taxes.

        Non-CODA contributions withheld under the Plan from a participant
through payroll deductions will be included in the gross income of the
participant in the year withheld and are not deductible by the participant for
federal income tax purposes.

        A participant does not become subject to federal income taxes as a
result of their participation in the Plan until the assets in their account are
withdrawn by, or distributed to, the participant.

NOTE H - The Plan was restated on January 1, 1995. Subsequent amendments Nos. 1
and 2 also effective January 1, 1995 provide for certain provisions concerning
member contributions, distributions and key employee testing procedures.

NOTE I - Effective January 1, 1995 the Williams Advanced Materials Inc. Savings
and Investment Plan was merged into the Plan. Prior to the merger, the plans
covered eligible employees at Brush Wellman Inc. and its subsidiary, Williams
Advanced Materials Inc., there were no substantial changes in eligibility,
Company contributions, plan benefits or value of plan assets as a result of the
merger. The transferred net assets have been recognized in the accounts of the
Plan, at their balances as previously carried in the accounts of the Williams
Advanced Materials Inc. Savings and Investment Plan. The changes in net assets
of the combined plans are included in the accompanying Statement Of Changes In
Net Assets available for benefits from January 1, 1995.


                                       16



<PAGE>   19



                                                                  EIN 34-0119320
                                                                          PN 003

                               BRUSH WELLMAN INC.
                            SAVINGS & INVESTMENT PLAN
                                DECEMBER 31, 1996

SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES:

<TABLE>
<CAPTION>
                                                                                                            CURRENT
                   INVESTMENTS                              DESCRIPTION                COST                  VALUE
                   -----------                              -----------                ----                  -----

<S>                                                     <C>                           <C>                     <C>        
Brush Wellman Inc. Common Stock                         Common Stock                  $21,316,961             $17,985,711

Janus Fund                                              Mutual Fund                    $9,140,759             $10,368,651

Templeton Fund                                          Mutual Fund                    $5,334,105              $6,029,302

PFAMCO Equity Income Fund                               Mutual Fund                    $5,793,594              $6,407,987

Northern Trust Collective Stock Index Fund              Mutual Fund                    $7,548,719              $9,625,596

Vanguard Asset Allocation Fund                          Mutual Fund                    $6,851,379              $6,890,813

PIMCO Total Return Fund                                 Mutual Fund                    $6,304,014              $6,631,102

Northern Trust Short-Term Investment Fund               Bank Common/                   $6,805,573              $6,805,573
                                                        Collective Trust

Participant Promissory Notes                            Participant Loans              $3,256,882              $3,256,882

Employee Benefit Money Market Fund                      Bank Common/                     $102,828                $102,828
                                                        Collective Trust
</TABLE>






                                       17
<PAGE>   20


                               BRUSH WELLMAN INC.
                            SAVINGS & INVESTMENT PLAN
                       SCHEDULE OF REPORTABLE TRANSACTIONS
          SUMMARY OF PURCHASES AND/OR SALES IN SAME ISSUE IN EXCESS OF
                           5% OF BEGINNING PLAN VALUE
                                DECEMBER 31, 1996

<TABLE>
<CAPTION>
                                                        PURCHASES                           SALES
                                              ------------------------------     -----------------------------
             TRANSACTION DESCRIPTION          # TRANS             COST           # TRANS             PROCEEDS         GAIN/(LOSS)
             -----------------------          -------             ----           -------             --------         -----------

<S>                                              <C>         <C>                    <C>             <C>               <C>         
Brush Wellman Inc. Common Stock                   29         $2,464,962.98          14              $928,849.38       ($45,347.37)

Janus Fund                                        121         4,004,603.30          76               665,429.66        156,230.61

Templeton Foreign Fund                             0                  0.00           0                     0.00              0.00

PFAMCO Equity Income Fund                         99          2,549,389.86          77               640,836.61        125,283.01

Northern Trust Collective Stock Index Fund        121         2,706,708.52          71               872,895.19        235,967.21

Phoenix Total Return Fund                         38            587,519.42          51             6,033,647.71        470,724.26

Vanguard Asset Allocation Fund                    47          6,997,934.81          30               146,556.19          4,309.87

PIMCO Total Return Fund                           79          1,768,256.75          87             1,416,931.51         53,663.56

Participant Promissory Notes                       0                  0.00           0                     0.00              0.00
</TABLE>





                                       18
<PAGE>   21


                      [WESLEY, MILLS & COMPANY LETTERHEAD]




                         CONSENT OF INDEPENDENT AUDITORS

                  We consent to the incorporation by reference in the Annual
Report on Form 10-K under the Securities Exchange Act of 1934 of Brush Wellman
Inc. for the year ended December 31, 1996 of our report dated February 6, 1997,
with respect to the financial statements and schedules of the Brush Wellman Inc.
Savings and Investment Plan included in this Annual Report (11-K) for the year
ended December 31, 1996.



                                                   Wesley, Mills & Company

                                                 /s/ Wesley, Mills & Company




Cleveland, Ohio
February 6, 1997