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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K



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(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, 2005



| ̈ | 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



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CERADYNE, INC.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|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)



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

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $.01 per share



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Indicate by check mark whether the registrant is 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 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. ̈

Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):



|                         |  |                      |  |                       
|------------------------ |  | -------------------- |  | ----------------------
|Large accelerated filer ̈ |  | Accelerated filer  x |  | Non-accelerated filer ̈

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, 2005 (the last business day of
registrants most recently completed second fiscal quarter) was approximately $551 million.

As of March 15, 2006, there were
26,810,659 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 June 6, 2006 are incorporated by reference into Part III of this Form 10-K.



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TABLE OF CONTENTS



|           |  |                                                                                                              |  |     
|---------- |  | ------------------------------------------------------------------------------------------------------------ |  | ----
|           |  |                                                                                                              |  | Page
|PART I     |  |                                                                                                              |  | 3   
|ITEM 1.    |  | Business                                                                                                     |  | 3   
|ITEM 1A.   |  | Risk Factors                                                                                                 |  | 19  
|ITEM 1B.   |  | Unresolved Staff Comments                                                                                    |  | 28  
|ITEM 2.    |  | Properties                                                                                                   |  | 28  
|ITEM 3.    |  | Legal Proceedings                                                                                            |  | 28  
|ITEM 4.    |  | Submission of Matters to a Vote of Security Holders                                                          |  | 28  
|           |  |                                                                                                             
|PART II    |  |                                                                                                              |  | 29  
|ITEM 5.    |  | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 29  
|ITEM 6.    |  | Selected Financial Data                                                                                      |  | 30  
|ITEM 7.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                        |  | 31  
|ITEM 7A.   |  | Quantitative and Qualitative Disclosures About Market Risk                                                   |  | 44  
|ITEM 8.    |  | Financial Statements and Supplementary Data                                                                  |  | 45  
|ITEM 9.    |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         |  | 45  
|ITEM 9A.   |  | Controls and Procedures                                                                                      |  | 45  
|ITEM 9B.   |  | Other information                                                                                            |  | 46  
|           |  |                                                                                                             
|PART III   |  |                                                                                                              |  | 47  
|ITEM 10.   |  | Directors and Executive Officers of the Registrant                                                           |  | 47  
|ITEM 11.   |  | Executive Compensation                                                                                       |  | 47  
|ITEM 12.   |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               |  | 47  
|ITEM 13.   |  | Certain Relationships and Related Transactions                                                               |  | 47  
|ITEM 14.   |  | Principal Accountant Fees and Services                                                                       |  | 47  
|           |  |                                                                                                             
|PART IV    |  |                                                                                                              |  | 48  
|ITEM 15.   |  | Exhibits and Financial Statement Schedules                                                                   |  | 48  
|           | 
|FINANCIALS |  | F-1                                                                                                         



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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 do not undertake and specifically decline any obligation to update any
forward-looking statements or to publicly announce the results of any revisions to any statements to reflect new information or future events or developments.

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, 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 insulation 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, and zirconium diboride, which are used in manufacturing armor and a broad range of
industrial 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;
| | - |  | -----------------------------------------



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



| |  |  | ceramic crucibles for melting silicon in the photovoltaic solar cell manufacturing process; and
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | ceramic missile radomes (nose cones) for the defense industry.
| | - |  | --------------------------------------------------------------

Our customers include the U.S. government, prime government contractors and large industrial, automotive, diesel and commercial manufacturers in both domestic and international markets.

The principal factor contributing to our recent growth in sales is increased demand by the U.S. military for ceramic body armor that protects soldiers.
This increased demand is driven by a growing recognition of the performance and life saving benefits of utilizing advanced technical ceramics in lightweight body armor. Recent military conflicts in Iraq and Afghanistan, as well as an increasingly
unstable geopolitical climate and the heightened risk of international conflicts, have resulted in increased orders for these products. We believe that our ability to produce and deliver large quantities of ceramic body armor in 2005 has led to
increased orders for our products. However, ceramic armor contracts generally are awarded in an open competitive bidding process. Our future level of sales of ceramic body armor will depend on our ability to successfully compete for and retain this
business.

Our sales also increased in 2004 and 2005 because of our acquisition of ESK Ceramics on August 23, 2004. The
operations of ESK Ceramics have been consolidated with ours since September 1, 2004. As a result of this acquisition, we believe that we are the only ceramic body armor manufacturer with a vertically integrated approach of designing much
of our key equipment and controlling the manufacturing process from the principal raw material powder to finished product.

We believe that
numerous applications for ceramic products and technology have the potential to drive long-term growth of our business. Examples of applications for which we have developed or are currently developing products include:



| |  |  | lightweight ceramic armor for military vehicles, boats and aircraft;
| | - |  | --------------------------------------------------------------------



| |  |  | ceramic components that have the potential to facilitate the 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.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------

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 are expanding our facilities to add manufacturing capacity.

We conduct our operations through four operating segments: our Advanced
Ceramic Operations division, our ESK Ceramics subsidiary, our Semicon Associates division and our Thermo Materials division.

Advanced Technical
Ceramics

Evolving customer requirements in industrial processing, military systems, 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.



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|                            |  |                                   |  |                         |  |                              |  |                                         |  |                                     
|--------------------------- |  | --------------------------------- |  | ----------------------- |  | ---------------------------- |  | --------------------------------------- |  | ------------------------------------
|Materials                   |  | Melting Point (DegreesFahrenheit) |  | 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,
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.



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|                                                                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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) 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® or Spectra Shield® 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) and the Arrow Missile 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 radome for more demanding requirements. We have also established a precision diamond grinding capability to finish these radomes.                                                                                                                                                                                                                                                                             
|                                                                                
|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 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 melted 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.                                                                                                                                                                                                                                                                                                                           



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|                                                                                    |  |                                                                                                                                                                                                                                                                                               |  |                                                                                                                                                                                                                                                                                                                                                                      
|----------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Market Opportunity                                                                  |  | Demands of the Market                                                                                                                                                                                                                                                                         |  | Our Solution                                                                                                                                                                                                                                                                                                                                                         
|Industrial equipment requiring critical protection against severe wear or corrosion |  | Failure of industrial equipment is of 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 side damns are used in the refractory industry for the production of steel.                                                                              
|                                                                                    |  |                                                                                                                                                                                                                                                                                              
|Photovoltaic (solar cell) manufacturing requiring crucibles for melting silicon     |  | 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.                                                                   |  | We have developed a high purity fused silica ceramic crucible (receptacle) which is being used by several photovoltaic cell manufacturers in their silicon melting operation in order to produce
polycrystalline silicon.                                                                                                                                            
|                                                                                    |  |                                                                                                                                                                                                                                                                                              
|Radioactive waste management                                                        |  | Increasing stockpiles of radioactive nuclear waste require materials that can be used to safely transport and store items such as spent nuclear fuel rods.                                                                                                                                    |  | 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.                                                                                                                                                                                                  
|                                                                                   
|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                                   |  | 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, which 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.                                                                                                   



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CERADYNE, INC.

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 70 employees with degrees in ceramic engineering or related sciences, of which 24 have Ph.D. degrees. We have continuously sought to develop and manufacture innovative ceramic products that meet the specific
market requirements for a broad range of 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 proprietary equipment and manufacturing processes allow us to meet the high volume demands of our customers in the markets that we serve.

Vertically Integrated Body Armor Manufacturer. We are a vertically integrated manufacturer of lightweight ceramic body armor. Our
ESK Ceramics subsidiary manufactures boron carbide powderthe key raw material used in the production of our body armor. ESK Ceramics is one of the worlds leading manufacturers of boron carbide powder and 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 the recent and ongoing expansion of 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.

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 armor products to the U.S. government. 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 and Arrow missile programs; 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.

Key Customer Relationships. We have longstanding relationships with many of our significant customers in the defense, industrial,
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 the majority 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, our President of North American Operations and our Vice President of Operations each has more than 25 years of experience in
the ceramics industry. Our management team has demonstrated its ability to identify, execute and integrate strategic acquisitions into our business through our acquisitions of ESK Ceramics in August 2004 and Quest Technology in May 2004.
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.



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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 as well as new defense applications in vehicles, boats and aircraft. For example, we were recently awarded a contract by the
U.S. Navy to provide ceramic armor for its high-speed amphibious transport vesselthe Landing Craft, Air Cushion. Moreover, we recently established a 29,000 square foot facility in Wixom, Michigan that is dedicated to designing and constructing
prototypes of lightweight ceramic armor systems for vehicles.

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 and developing new products for new and existing customers. 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 highly trained 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 3M Unitek on developing the next generation of translucent ceramic orthodontic brackets. 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 acquisition of ESK Ceramics was to further increase our non-defense revenue base.

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, in order to reduce inventories 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 Mexico and
China. 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.



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Market Applications and Products

Our products are sold into four principal markets: defense, industrial, 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 we believe we are a leading producer of lightweight ceramic armor for military helicopters. We are also developing products
to address similar ballistic protection needs in boats. For example, we were recently awarded a contract by the U.S. Navy to provide ceramic armor for its high speed amphibious transport vesselthe Landing Craft, Air Cushion.

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 also 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) and the Arrow Missile.

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. 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 1,200°
Centigrade. 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 liquid 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.

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.



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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 produce fused silica ceramic rollers up to 14 feet in length used in glass tempering furnaces.

Fused Silica
Ceramic Crucibles. We manufacture fused silica ceramic crucibles, or receptacles, which are used in the fabrication of polycrystal silicon for photovoltaic 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.

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.

Samarium Cobalt Permanent Magnets. We manufacture and
market our samarium cobalt magnets as components primarily for microwave tube applications. Electron beams in microwave tubes generated by the dispenser cathodes described above can be controlled by the magnetic force provided by these powerful
permanent magnets. The magnets are generally small sub-components of microwave traveling wave tubes.

Automotive/Diesel

Wear-Resistant Functional and Frictional Coatings. We manufacture our Ekagrip® Foils for wear-resistant functional and frictional coatings 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. However, we are aware that some of our customers are designing new engines that do not include our cam rollers. We also supply a fuel systems manufacturer with components for a
diesel fuel pump. 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, 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 patented (jointly owned by Ceradyne and 3M Unitek) ceramic bracket which 3M Unitek markets to orthodontists under the brand name Clarity. 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.



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Operating Divisions and Facilities

We serve our markets through four segments with manufacturing facilities in several locations across the United States and two locations in EuropeGermany and France. The following table includes a summary of our
facilities and products comprising our four operating segments.



|                                                                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                      
|----------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Facility Location                                                                                                       |  | Products                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                        | 
|Ceradyne Advanced Ceramic Operations                                                                                    |  | Defense Applications:       Lightweight ceramic armor                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                        | 
|Costa Mesa, Irvine and San Diego, California(1) Approximately 212,000 square feet                                       |  | Industrial Applications:       Ceralloy® 147 SRBSN wear parts       Precision
ceramics                                                                                                                                                                                                                                                                                                                             
|                                                                                                                        | 
|Lexington, Kentucky(2) Approximately 115,000 square feet                                                                |  | Automotive/Diesel Applications:       Ceralloy® 147 SRBSN automotive/diesel engine parts                                                                                                                                                                                                                                                                                                                            
|                                                                                                                        | 
|Wixom, Michigan(3) Approximately 29,000 square feet                                                                     |  | Commercial Applications:       Ceramic orthodontic brackets       Components for medical devices                                                                                                                                                                                                                                                                                                                   
|                                                                                                                        | 
|ESK Ceramics   Kempten, Germany(4) Approximately 544,000 square feet  Bazet, France(5) Approximately 88,000 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 pump seals Automotive/Diesel Applications:       EKagrip® functional and frictional coatings
|                                                                                                                        | 
|Ceradyne Semicon Associates  Lexington, Kentucky(6) Approximately 35,000 square feet                                    |  | Industrial Applications:       Ceramic-impregnated dispenser cathodes for microwave tubes, lasers and cathode ray tubes       Samarium cobalt magnets                                                                                                                                                                                                                                                              
|                                                                                                                        | 
|Ceradyne Thermo Materials   Scottdale and Clarkston, Georgia(7) Approximately 132,000 square feet                       |  | Defense Applications:       Missile radomes (nose cones)  Industrial Applications:       Glass
tempering rolls       Metallurgical tooling       Castable and other fused silica products       Crucibles for photovoltaic solar cell applications                                                                                                                                                              

---

|(1) | We have leases on our facilities in Costa Mesa, California, aggregating approximately 99,000 square feet, all of which expire in October 2010. We own our 40,000 square foot
facility in Irvine, California. We also have a lease on our 23,000 square foot facility in Irvine that expires in April 2009, and we have a month to month lease on our 40,000 square foot facility in Irvine. We have a lease on our 10,000 square
foot facility in San Diego, California which expires in December 2006.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | We own our facility in Lexington, Kentucky.
|--- | -------------------------------------------

|(3) | We have a lease on our Wixom, Michigan facility which expires in April 2010.
|--- | ----------------------------------------------------------------------------

|(4) | We own our facility in Kempten, Germany, as well as the 22-acre property on which our facility is located.
|--- | ----------------------------------------------------------------------------------------------------------

|(5) | We own our facility in Bazet, France, as well as the four-acre property on which our facility is located.
|--- | ---------------------------------------------------------------------------------------------------------

|(6) | We own our facility in Lexington, Kentucky, as well as the five-acre property on which our facility is located.
|--- | ---------------------------------------------------------------------------------------------------------------

|(7) | We have a lease on our 85,000 square foot facility in Scottdale, Georgia which expires in December 2015. We have a lease on our 47,000 square foot facility in Clarkston, Georgia
which expires in May 2009.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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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, 2005, we had 72 employees directly involved in sales and marketing,
including 45 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. Sales to customers
located outside the United States represented approximately 26.1% of our net sales in 2005, 20.5% in 2004 and 5.4% in 2003.

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 65.8% of our net sales in 2005, 59.2% in 2004 and 53.7% in 2003.

We sell our translucent ceramic orthodontic brackets, commonly known as braces, only to 3M Unitek. Sales to 3M Unitek represented approximately 2.7% of
our net sales in 2005, 4.5% in 2004 and 8.9% in 2003. On December 5, 2005, we entered into a new supply agreement with 3M Unitek that expires in December 2010, and which may be extended by 3M Unitek at its option for an additional two years.
This new agreement replaces our original, March 1986 joint development and supply agreement with 3M Unitek, that would have expired in September 2007. 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 Unitek must purchase from
Ceradyne at least 50% of the ceramic orthodontic brackets 3M Unitek requires for next generation designs, which it intends to introduce 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.



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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 (Si3N4) 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. 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 machining as the materials are transformed into various shapes. We utilize a broad range of technological processes and equipment to accomplish this. An example of these are 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 limited extent, we also perform diamond grinding services for customers independently 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 glass tempering furnaces, 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



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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.

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 49 tons of boron carbide power to us in 2003, 138 tons
in 2004 and 562 tons in 2005. We have owned ESK Ceramics since August 23, 2004. Other raw materials, such as the backing material for ceramic armor, graphite and metal components, are procured from several commercial sources. The backing
material used in the production of body armor is currently subject to government directed allocation. We believe that sufficient quantities of this material will be available to fulfill our projected needs.

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 and in-process statistical process control programs. We implement these quality programs separately at
each of our three manufacturing locations. Our Advanced Ceramic Operations, ESK Ceramics and Thermo Materials facilities have received ISO 9001 Certification. Ceradyne Semicon Associates is 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. 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 $7.8 million in 2005, $3.3 million in 2004 and $2.1 million in 2003.

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 Armor Holdings, ArmorWorks, Ceramtec, the Cercom subsidiary of BAE Systems, CoorsTek, Denka, GE Advanced
Ceramics, Hitachi, HC Starck, Kyoceras Industrial Ceramics Group, Morgan, Saint Gobain, Sintec, Spectra-Mat, UK Abrasives and Vesuvius. 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.



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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 $199.9 million as of December 31, 2004, and approximately $276.4 million as of December 31, 2005. We expect that substantially all of our backlog as of December 31, 2005 will be shipped during
2006.

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 earliest of these patents expires in September 2007. 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 20 U.S. patents and have 17 patents pending and have applied for corresponding foreign patents in various
foreign countries. Of the number of patents indicated above, our subsidiary, ESK Ceramics, has been issued 14 U.S. patents, while 5 patents are pending.

The proprietary coarse grained silicon carbide materials, including silicon carbide materials with graphite inclusions, are protected by patents in Europe, the United States, Canada, Japan and the Czech Republic.
These patents expire in 2017. Other patents and one patent pending also relate to sintered silicon carbide materials, the earliest expiring in 2010. Another 4 patents for evaporation boats have been issued in Europe, the United States, Canada and
Japan. The earliest of these patents expires in 2018. One other patent is on Ekagrip®, the friction enhancing coatings, which expires in 2019, and there is an additional patent pending on Ekagrip®. Other patents relate to boron nitride materials and composite ceramic materials.

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®, Netshape®, Defender®, NeedleLok, and Ramtech. The ESK Ceramics logo, and ESK Ceramics major product
trademarks, including TETRABOR®,
EKasic®, DiMet®, TriMet®, MYCROSINT® and EKagrip® are registered in Germany and many countries worldwide.

Employees

As of December 31, 2005, we had 1,835
employees, including 70 employees with undergraduate or graduate degrees in ceramic engineering or related sciences. Of these total employees, 1,437 were in manufacturing, 190 were in engineering and research, 72 were in sales and marketing, and 136
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 works council, an entity which represents employees and is entitled to information and co-determination rights under German law. We consider our relationship with the works council to
be good.

Legal Proceedings

We are
involved in legal proceedings incidental to our business from time to time. We believe that pending actions, individually and in the aggregate, will not have a material adverse effect on our financial condition, results of operations or cash flow,
and that adequate provision has been made for the resolution of such actions and proceedings.

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.



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EXECUTIVE OFFICERS OF CERADYNE

Our executive officers and their ages as of February 28, 2006 are as follows:



|                     |  |     |  |                                                                                         
|-------------------- |  | --- |  | ----------------------------------------------------------------------------------------
|Name                 |  | Age |  | Position                                                                                
|Joel P. Moskowitz    |  | 66  |  | Chairman of the Board, Chief Executive Officer and President                            
|                     |  |    
|David P. Reed        |  | 51  |  | Vice President, President of North American Operations and Assistant Corporate Secretary
|                     |  |    
|Jerrold J. Pellizzon |  | 52  |  | Chief Financial Officer and Corporate Secretary                                         
|                     |  |    
|Michael A. Kraft     |  | 43  |  | Vice President of Sales, Marketing and Business Development                             
|                     |  |    
|Peter Hartl          |  | 49  |  | Vice President and President of ESK Ceramics                                            
|                     |  |    
|Marc King            |  | 59  |  | Vice President of Armor Operations                                                      
|                     |  |    
|Bruce Lockhart       |  | 43  |  | Vice President and President of Thermo Materials                                        
|                     |  |    
|Jeff Waldal          |  | 41  |  | Vice President and President of Semicon Associates                                      
|                     |  |    
|Alvin Gerk           |  | 63  |  | Vice President Operations                                                               

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 Advanced Ceramic Operations in Costa Mesa, Irvine and San Diego, California, as well as the new plant in Lexington, Kentucky;
Ceradyne Thermo Materials, in Scottdale, Georgia; and Ceradyne Semicon Associates, in Lexington, Kentucky. 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.

Michael Kraft joined us in February 2005 in the newly created position of Vice President of Sales, Marketing and Business Development. Prior to
joining us, Mr. Kraft was Managing Director of BVI Capital Partners, an investment bank that provides restructuring services, from 2003 through 2005, and President and Founder of KAM Solutions, LLC, an engineering and materials testing services
firm, in 2003. From 2000 through 2002, Mr. Kraft was President, USA, for Rational AG and from 1993 through 2000, he held various management and marketing positions with Kulicke & Soffa Industries, Inc. Prior to 1993, Mr. Kraft
held various management and marketing positions with General Electric Company. He holds degrees with honors from Michigan State University in electrical engineering and an MBA degree from Pennsylvania State University.

Peter Hartl joined us as a result of our 2004 acquisition of ESK Ceramics. Dr. Hartl was elected a Vice President in November 2004, and
is President of ESK Ceramics. He joined ESK Ceramics in 1998 as Vice President in charge of boron compounds. Prior to joining ESK Ceramics, Dr. Hartl spent 11 years at ESK Ceramics former parent company, Wacker



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Chemie, starting in Wackers research department and moving to the chemical regulations department as part of a management development project. He
became technical support manager in Wackers silicone division and was later appointed regional manager for silicone sealants to establish sales, marketing, production, and service operations in Singapore.

Marc King joined us in September 2004 as Vice President of Armor Operations in Washington, D.C. to support ongoing growth of our ceramic armor
business, particularly in armor for ground-based military vehicles. Prior to joining us, he was Vice President of Business Development for Mistral, Incorporated, a provider of security products and services, from 2001 to 2004, where he developed
strategies for marketing and sales to the U.S. government markets, including Department of Defense and Homeland Security. Prior to Mistral, Mr. King was president of GMA Cover Corporation (USA), a supplier to the United States Army
Tank-Automotive and Armaments Command and the Defense Logistics Agency, from 1996 to 2001. Before that, he was Vice President of Gichner Systems Group (GSG), and President of its refrigerated truck body division. Gichner supplied shelters,
enclosures, and other troop-support equipment through the DoD. Prior to GSG, Mr. King was Director of Allied Defense Industries land systems and aerospace divisions, where he planned and directed the marketing of defense and
defense-related equipment, including vehicle armor. Mr. Kings military experience includes responsibility for command, operations, and logistical support for U.S. Army ground and air troops and weapons and ground warfare systems
deployment. He also was a Congressional coordinator for the Secretary of the Army and managed Congressional legislative directives to the Army. He completed his military career as a lieutenant colonel. Mr. King received a B.A. in History from
the University of Nebraska-Omaha and a M.A. in Public Service from Western Kentucky University.

Bruce 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 a M.B.A. from Clemson University in 1990.

Jeff 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.

Alvin
Gerk joined us in 1998, and has served as a Vice President since June 2005. Over the past seven years, Dr. Gerk has been responsible for the bulk of our Advanced Ceramic Operations division, including our lightweight ceramic armor
production and silicon nitride technical ceramic components for diesel engine parts. Prior to joining us, Dr. Gerk was with Lanxide Armor Products, where he served as Director of Operations from 1996 to 1998, and as Director of Engineering from
1988 to 1996. From 1985 to 1988, Dr. Gerk served as Manager, Ceramics R & D at Abex Corporation, and from 1978 to 1985, Dr. Gerk served as Principal Engineer at Carborandum Company. Dr. Gerk obtained B.S., M.S. and Ph.D. degrees
in Metallurgical Engineering from the University of Illinois in 1972, and pursued a six-year post doctorate at the Cavendish Laboratory at Cambridge University.

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



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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 would decline.

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 65.8% of our revenues in 2005, 59.2% in 2004, and 64.8% in 2003. We anticipate that a substantial
portion of our revenues for the foreseeable future will continue to come from sales of defense related products; however, we cannot assure you that our rate of growth in defense related products will continue and it could decline. Our dependence on
defense related business, and on sales of ceramic armor in particular, entails several risks, including those described below.

Our defense
related business is highly sensitive to changes in national and international defense and budget priorities. For example, in 2003, 2004 and 2005, 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. If demand for ceramic body armor declines because the number of ceramic body armor systems shipped is sufficient
to equip front-line troops, conflicts in the Middle East and other high risk areas subside, U.S. defense budget appropriations are reduced or because of other reasons, our revenues, profit and cash flow from the sale of defense related products
would be reduced.

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 could 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.

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.



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We rely on two critical materials to make ceramic body armor. A delay or inability to obtain sufficient quantities of
these materials could limit the amount of body armor we can manufacture and therefore result in reduced revenues, profit and cash flow.

The critical materials required to manufacture our ceramic body armor are boron carbide powder, which is the principal raw material used in the production of the ceramic armor plates, and an ultra-high molecular weight polyethylene textile
material, which we laminate to the surface of the ceramic armor plates.

We obtain substantially all of our boron carbide powder from
ESK Ceramics, which is one of the worlds leading manufacturers of boron carbide powder and has been a supplier of boron carbide powder to us for over 30 years. We acquired ESK Ceramics in August 2004, and it is now our subsidiary.
ESK Ceramics is in the process of increasing its manufacturing capacity for boron carbide powder to meet our needs, as well as the needs of its other boron carbide powder customers, due to the rapidly increasing demand for ceramic body armor.
If our ESK Ceramics subsidiary experiences production problems or delays in expanding its manufacturing capacity, supplies of boron carbide powder may be insufficient from other sources to meet our requirements for ceramic body armor.

The ultra-high molecular weight polyethylene textile material is available in the United States only from Honeywell International, Inc.,
under the brand name Spectra Shield®, and from Royal DSM N.V., under the brand name
Dyneema®. Due to the rapid escalation in the demand for ceramic body armor, the quantities
of Spectra Shield and Dyneema materials have been in limited supply and on government-directed allocation. Although we believe that sufficient quantities of these materials will be available to fulfill our projected needs, a delay or interruption in
the supply of either of these materials could adversely affect our ability to fulfill our current orders for ceramic body armor.

If a
delay or reduction in supplies of boron carbide powder or either Spectra Shield or Dyneema occurs, we may not be able to ship all of our orders for ceramic body armor, which could result in reduced revenues, profit and cash flow.

We have recently added significant manufacturing capacity and anticipate the need to expand capacity further in the future. If our efforts to bring our new plants to
full functional usage are not successful, or if demand for our products declines, we may have inefficient or under-utilized capacity, and our gross margins, profit and cash flow may suffer.

We experienced a sudden increase in demand for ceramic body armor for military personnel and cam rollers for diesel engines during 2002. This demand
increased further during 2003, 2004 and 2005. In 2002 we suffered from manufacturing inefficiencies, including low product yields, as a result of our efforts to meet the sudden increased demand for our products, which caused our gross profit margins
on these products to suffer. These problems were reduced during 2003 and 2004 as we implemented a number of new programs and management initiatives to improve manufacturing efficiencies.

In response to the increased demand for ceramic body armor and cam rollers, as well as other of our products, we have added approximately 286,000 square
feet of facilities since early 2002, and we expect to expand our capacity further in the future. The foregoing is in addition to the approximately 620,000 square feet of facilities we acquired with our purchase of ESK Ceramics in August 2004.
We are also in the process of expanding ESK Ceramics capacity to produce boron carbide powder.

Managing our expansion efforts
has and may continue to put pressures on our operational, financial and managerial resources. Moreover, our increased production capacity may not enable us to manufacture the required quantities of our products in a timely manner or at gross profit
margins that we have achieved in the past. As a result, the profit margins we ultimately achieve on sales of ceramic body armor and cam rollers may be lower than our historical profit margins.

Furthermore, demand for our products, particularly ceramic armor and cam rollers, may not remain at levels sufficient to utilize all of the added
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.



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Next generation diesel truck engines being developed by two of our customers are designed to use steel cam rollers
instead of our ceramic cam rollers. If our customers are successful in using steel cam rollers instead of our ceramic cam rollers, our sales of ceramic cam rollers will decline unless we can develop new customers for this product line.

Our two largest customers for ceramic cam rollers are developing new diesel truck engines that we expect to be introduced in their
diesel trucks starting in 2007 and 2008, respectively. These new diesel truck engines are designed to use steel cam rollers rather than our more expensive ceramic cam rollers. If these customers are successful in substituting steel cam rollers in
some or all of the engine components in which our ceramic cam rollers currently are being used, our sales of cam rollers to them will decline. If we are unable to develop new customers for our ceramic cam rollers, then our revenues, profits and cash
flow from this product line will decline beginning in 2007.

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.

We currently receive the majority of our
revenues and profits from sales of defense-related products, primarily ceramic body armor, to the U.S. government. 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.

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 increase in orders for ceramic body armor for military personnel, as well as the introduction of new products, is 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:



| |  |  | add manufacturing capacity and personnel;
| | - |  | -----------------------------------------



| |  |  | implement and improve our operational, financial and management information systems;
| | - |  | ------------------------------------------------------------------------------------



| |  |  | develop the management skills of our managers and supervisors;
| | - |  | --------------------------------------------------------------



| |  |  | add new management personnel; and
| | - |  | ---------------------------------



| |  |  | 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, including the $461.0 million maximum value Indefinite Delivery/Indefinite Quantity contract for ceramic body armor
awarded to us in August 2004, 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.



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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 five year supply agreement that we entered into with 3M Unitek on December 2, 2005. This supply agreement replaces our original agreement with 3M Unitek that would have expired in September 2007, under which 3M Unitek
was required to purchase all ceramic orthodontic brackets exclusively from us, and we were permitted to sell ceramic orthodontic brackets only 3M Unitek. Under the terms of the new agreement, 3M Unitek will continue 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. The new agreement further stipulates that Unitek must purchase from Ceradyne at least 50% of the ceramic orthodontic
brackets 3M Unitek requires for next generation designs, which it intends to introduce in 2007. Except under limited circumstances, Ceradyne is not permitted to sell ceramic orthodontic brackets to any customers under the new 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, expires in September 2007. Upon expiration of the patent, 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 26.1% of our sales in 2005, 20.5.% of our sales in 2004, and 5.4% in 2003.
The significant increase in 2004 and 2005 was due primarily to our acquisition of ESK Ceramics in August 2004, whose operations have been consolidated with ours since September 1, 2004. ESK Ceramics operations are located in
Germany and France. ESK Ceramics sales to customers located outside of the United States represented approximately 79.0% of its total sales during the period of September 1 through December 31, 2004, and approximately 64.4% of
its total sales during 2005. We anticipate that international shipments will account for a



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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; 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 invoices approximately 69.4% 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;
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| |  |  | we may have difficulty retaining or developing the acquired businesses customers;
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| |  |  | acquisitions could adversely affect our existing business relationships with suppliers and customers;
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| |  |  | 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.
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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 and Europe
was approximately $4.4 million during 2004, and approximately $8.4 million during 2005. Over the last several years, the cost of electricity has increased, particularly in California where a significant portion of our manufacturing facilities are
located. 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. For example, we are currently involved in two lawsuits in Germany that we initiated to enforce our proprietary rights. 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 Peter Hartl, 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.



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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.
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 reverification 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:



| |  |  | manufacturing capacity and the ability to deliver products;
| | - |  | -----------------------------------------------------------



| |  |  | price;
| | - |  | ------



| |  |  | product performance;
| | - |  | --------------------



| |  |  | material specifications;
| | - |  | ------------------------



| |  |  | application engineering capabilities;
| | - |  | -------------------------------------



| |  |  | customer support; and
| | - |  | ---------------------



| |  |  | reputation.
| | - |  | -----------



25



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##### Table of Contents

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 Holdings, ArmorWorks, Ceramtec, the Cercom subsidiary of BAE Systems, CoorsTek, Denka, GE Advanced Ceramics,
Hitachi, HC Starck, Kyoceras Industrial Ceramics Group, Morgan, Saint Gobain, Sintec, Spectra-Mat, UK Abrasives and Vesuvius. 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. In addition, we are
self-insured against workers compensation claims in an amount that exceeds our accrual for such claims. Our accrual is based on our historical experience with these claims, and we have excess liability insurance to cover losses beyond a specified
amount. Our accrual may not be adequate to cover actual claims. Third party or workers compensation claims brought against us that exceed our insurance coverage or accruals would likely be paid out of our cash reserves, increasing our need for cash
and potentially harming our profitability.

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 impositions 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.

In the past, 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.



26



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##### Table of Contents

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.

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:



| |  |  | initiation of coverage by securities analysts, including analysts of the underwriters in this offering, securities analysts buy/sell recommendations and any expressed beliefs
of securities analysts regarding our business prospects or estimated trading multiples;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our perceived prospects;
| | - |  | ------------------------



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



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



| |  |  | sales or purchases of large blocks of our stock;
| | - |  | ------------------------------------------------



| |  |  | changes in, or our failure to meet, our earnings estimates;
| | - |  | -----------------------------------------------------------



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



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



| |  |  | announcements of new contracts by us or our competitors;
| | - |  | --------------------------------------------------------



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



| |  |  | 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 662/3% 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.



27



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##### Table of Contents

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 and two locations in EuropeGermany and France. Please see the table under the caption Operating Divisions 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

We are involved in legal proceedings incidental to our business from time to
time. There are no material actions currently pending.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of
security holders during the fourth quarter of 2005.



28



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##### Table of Contents

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, 2004 |  |       |  |      
|First Quarter                |  | 21.13 |  | 14.63
|Second Quarter               |  | 25.59 |  | 16.82
|Third Quarter                |  | 29.27 |  | 21.20
|Fourth Quarter               |  | 38.73 |  | 27.78
|                             |  |      
|Year Ended December 31, 2005 |  |       |  |      
|First Quarter                |  | 37.28 |  | 22.28
|Second Quarter               |  | 24.07 |  | 17.99
|Third Quarter                |  | 37.19 |  | 25.16
|Fourth Quarter               |  | 47.47 |  | 35.69

As of February 28, 2006, there were 564 holders of record of our common stock.

All share prices in the table above have been adjusted to give retroactive effect to a 3-for-2 split of our common stock in the form of a 50% stock
dividend distributed on April 7, 2004, and a second 3-for-2 split of our common stock in the form of a 50% stock dividend distributed on January 18, 2005.

We have never declared or paid cash dividends on our common stock and do not plan to pay any cash dividends in the near future. Our current policy is to retain all funds and earnings for use in the operation and
expansion of our business.

We did not sell any equity securities during the year ended December 31, 2005 that were not registered
under the Securities Act of 1933.



29



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##### Table of Contents

ITEM 6. SELECTED FINANCIAL DATA

The following selected consolidated financial data as of
December 31, 2001, 2002 and 2003 and for the years ended December 31, 2001 and 2002 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, 2004 and 2005 and for the years ended December 31, 2003, 2004 and 2005 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,                       |        
|                                                      |  | 2005(1)                                       |         |   | 2004(1) |   |         | 2003 |  |   | 2002    |   |  | 2001 |       
|                                                      |  | (amounts in thousands, except per share data) |        
|Statement of Income Data:                             |  |                                               |         |   |         |   |         |      |  |   |         |   |  |      |        |   |  |   |        |  
|Net sales                                             |  | $                                             | 368,253 |   |         | $ | 215,612 |      |  | $ | 101,473 |   |  | $    | 61,238 |   |  | $ | 45,339 |  
|Cost of product sales                                 |  |                                               | 237,115 |   |         |   | 146,518 |      |  |   | 72,124  |   |  |      | 48,157 |   |  |   | 32,852 |  
|                                                      |  |                                               |         |   |         |   |         |      |  |   |         |   |  |      |        |   |  |   |        |  
|Gross profit                                          |  |                                               | 131,138 |   |         |   | 69,094  |      |  |   | 29,349  |   |  |      | 13,081 |   |  |   | 12,487 |  
|Operating expenses:                                   |  |                                               |         |   |         |   |         |      |  |   |         |   |  |      |        |   |  |   |        |  
|Selling                                               |  |                                               | 20,694  |   |         |   | 8,266   |      |  |   | 2,440   |   |  |      | 2,069  |   |  |   | 2,036  |  
|General and administrative                            |  |                                               | 21,014  |   |         |   | 14,131  |      |  |   | 7,799   |   |  |      | 4,963  |   |  |   | 4,897  |  
|Research and development                              |  |                                               | 7,802   |   |         |   | 3,341   |      |  |   | 2,111   |   |  |      | 2,080  |   |  |   | 1,083  |  
|                                                      |  |                                               |         |   |         |   |         |      |  |   |         |   |  |      |        |   |  |   |        |  
|Total operating expenses                              |  |                                               | 49,510  |   |         |   | 25,738  |      |  |   | 12,350  |   |  |      | 9,112  |   |  |   | 8,016  |  
|                                                      |  |                                               |         |   |         |   |         |      |  |   |         |   |  |      |        |   |  |   |        |  
|Income from operations                                |  |                                               | 81,628  |   |         |   | 43,356  |      |  |   | 16,999  |   |  |      | 3,969  |   |  |   | 4,471  |  
|                                                      |  |                                               |         |   |        
|Other income (expense):                               |  |                                               |         |   |         |   |         |      |  |   |         |   |  |      |        |   |  |   |        |  
|Royalty income                                        |  |                                               | 145     |   |         |   | 146     |      |  |   | 151     |   |  |      | 216    |   |  |   | 165    |  
|Interest income                                       |  |                                               | 434     |   |         |   | 476     |      |  |   | 136     |   |  |      | 14     |   |  |   | 186    |  
|Miscellaneous, net                                    |  |                                               | 275     |   |         |   | 1,602   |      |  |   | 34      |   |  |      | 35     |   |  |   | 41     |  
|Interest expense                                      |  |                                               | (9,252  | ) |         |   | (1,661  | )    |  |   | (32     | ) |  |      | (102   | ) |  |   | (26    | )
|                                                      |  |                                               |         |   |         |   |         |      |  |   |         |   |  |      |        |   |  |   |        |  
|Total other income (expense)                          |  |                                               | (8,398  | ) |         |   | 563     |      |  |   | 289     |   |  |      | 163    |   |  |   | 366    |  
|                                                      |  |                                               |         |   |         |   |         |      |  |   |         |   |  |      |        |   |  |   |        |  
|Income before provision for income taxes              |  |                                               | 73,230  |   |         |   | 43,919  |      |  |   | 17,288  |   |  |      | 4,132  |   |  |   | 4,837  |  
|Provision for income taxes                            |  |                                               | 26,452  |   |         |   | 16,346  |      |  |   | 6,051   |   |  |      | 1,447  |   |  |   | 808    |  
|                                                      |  |                                               |         |   |         |   |         |      |  |   |         |   |  |      |        |   |  |   |        |  
|Net income                                            |  | $                                             | 46,778  |   |         | $ | 27,573  |      |  | $ | 11,237  |   |  | $    | 2,685  |   |  | $ | 4,029  |  
|                                                      |  |                                               |         |   |         |   |         |      |  |   |         |   |  |      |        |   |  |   |        |  
|Net income per share:                                 |  |                                               |         |   |         |   |         |      |  |   |         |   |  |      |        |   |  |   |        |  
|Basic                                                 |  | $                                             | 1.90    |   |         | $ | 1.14    |      |  | $ | 0.52    |   |  | $    | 0.14   |   |  | $ | 0.21   |  
|Diluted                                               |  | $                                             | 1.86    |   |         | $ | 1.12    |      |  | $ | 0.51    |   |  | $    | 0.14   |   |  | $ | 0.21   |  
|Weighted average number of common shares outstanding: |  |                                               |         |   |         |   |         |      |  |   |         |   |  |      |        |   |  |   |        |  
|Basic                                                 |  |                                               | 24,635  |   |         |   | 24,170  |      |  |   | 21,442  |   |  |      | 19,094 |   |  |   | 18,776 |  
|Diluted                                               |  |                                               | 25,107  |   |         |   | 24,598  |      |  |   | 21,900  |   |  |      | 19,709 |   |  |   | 19,604 |  
|                                                      | 
|                                                      |  | As of December 31,                            |        
|                                                      |  | 2005(1)                                       |         |   | 2004(1) |   |         | 2003 |  |   | 2002    |   |  | 2001 |       
|                                                      |  | (amounts in thousands)                        |        
|Balance Sheet Data:                                   |  |                                               |         |   |         |   |         |      |  |   |         |   |  |      |        |   |  |   |        |  
|Cash and cash equivalents                             |  | $                                             | 91,542  |   |         | $ | 4,521   |      |  | $ | 11,462  |   |  | $    | 350    |   |  | $ | 1,017  |  
|Short term investments                                |  |                                               | 7,839   |   |         |   | 10,041  |      |  |   | 19,202  |   |  |      |       |   |  |   |       |  
|Working capital                                       |  |                                               | 211,146 |   |         |   | 78,389  |      |  |   | 60,519  |   |  |      | 24,769 |   |  |   | 22,897 |  
|Total assets                                          |  |                                               | 429,506 |   |         |   | 316,354 |      |  |   | 104,207 |   |  |      | 55,294 |   |  |   | 47,951 |  
|Total long-term debt                                  |  |                                               | 121,000 |   |         |   | 109,725 |      |  |   |        |   |  |      | 2,548  |   |  |   | 258    |  
|Stockholders equity                                  |  |                                               | 250,520 |   |         |   | 135,041 |      |  |   | 86,777  |   |  |      | 43,088 |   |  |   | 39,657 |  

---

|(1) | Includes ESK Ceramics, which we acquired on August 23, 2004.
|--- | ------------------------------------------------------------



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##### Table of Contents

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 report.

Overview

We develop, manufacture and market advanced
technical ceramic products, ceramic powders and components for defense, industrial, automotive/diesel and commercial applications. 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, and zirconium diboride, which are used in manufacturing armor and a broad range of
industrial 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-impregnated dispenser cathodes for microwave tubes, lasers and cathode ray tubes;
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | ceramic crucibles for melting silicon in the photovoltaic solar cell manufacturing process; and
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | ceramic missile radomes (nose cones) for the defense industry.
| | - |  | --------------------------------------------------------------

Our customers include the U.S. government, prime government contractors and large industrial, automotive, diesel and commercial manufacturers in both domestic and international markets.



31



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##### Table of Contents

We conduct our operations primarily through four operating segments. The following table includes a
summary of our products by applications for our four segments.



|                                                                                                                                                                                                                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                       
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Segments                                                                                                                                                                                                                         |  | Products                                                                                                                                                                                                                                                                                                                                                                                                              
|Ceradyne Advanced Ceramic Operations   Costa Mesa, Irvine and San Diego, California Approximately 212,000 square feet   Lexington, Kentucky Approximately 115,000 square feet   Wixom, Michigan Approximately 29,000 square feet |  | Defense Applications:       Lightweight ceramic armor  Industrial Applications:       Ceralloy® 147 SRBSN wear parts       Precision
ceramics  Automotive/Diesel Applications:       Ceralloy® 147 SRBSN automotive/diesel engine parts  Commercial Applications:       Ceramic orthodontic brackets       Components for medical devices                                                                       
|                                                                                                                                                                                                                                 | 
|ESK Ceramics   Kempten, Germany Approximately 544,000 square feet  Bazet, France Approximately 88,000 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 pump seals  Automotive/Diesel Applications:       EKagrip® functional and frictional coatings
|                                                                                                                                                                                                                                 | 
|Ceradyne Semicon Associates  Lexington, Kentucky Approximately 35,000 square feet                                                                                                                                                |  | Industrial Applications:       Ceramic-impregnated dispenser cathodes for microwave tubes, lasers and cathode ray tubes       Samarium cobalt magnets                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                 | 
|Ceradyne Thermo Materials   Scottdale and Clarkston, Georgia Approximately 132,000 square feet                                                                                                                                   |  | Defense Applications:       Missile radomes (nose cones)  Industrial Applications:       Glass
tempering rolls       Metallurgical tooling       Castable and other fused silica products       Crucibles for photovoltaic solar cell applications                                                                                                                                                               



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##### Table of Contents

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

Segment revenues from external customers (in millions):



|                            |  |                         |       |      |   |       |  |   |      
|--------------------------- |  | ----------------------- | ----- | ---- | - | ----- |  | - | -----
|                            |  | Year Ended December 31,
|                            |  | 2005                    |       | 2004 |   | 2003 
|Advanced Ceramic Operations |  | $                       | 242.8 |      | $ | 159.8 |  | $ | 80.5 
|ESK Ceramics                |  |                         | 105.8 |      |   | 36.0  |  |   |     
|Semicon Associates          |  |                         | 7.5   |      |   | 7.5   |  |   | 6.9  
|Thermo Materials            |  |                         | 12.2  |      |   | 12.3  |  |   | 14.1 
|                            |  |                         |       |      |   |       |  |   |      
|                            |  | $                       | 368.3 |      | $ | 215.6 |  | $ | 101.5
|                            |  |                         |       |      |   |       |  |   |      

Segment income before provision for taxes (in millions):



|                            |  |                         |      |   |      |   |      |      |  |   |     
|--------------------------- |  | ----------------------- | ---- | - | ---- | - | ---- | ---- |  | - | ----
|                            |  | Year Ended December 31,
|                            |  | 2005                    |      |   | 2004 |   |      | 2003
|Advanced Ceramic Operations |  | $                       | 63.6 |   |      | $ | 43.9 |      |  | $ | 16.2
|ESK Ceramics                |  |                         | 8.9  |   |      |   | (0.6 | )    |  |   |    
|Semicon Associates          |  |                         | 0.9  |   |      |   | 0.5  |      |  |   | 0.3 
|Thermo Materials            |  |                         | (0.2 | ) |      |   | 0.1  |      |  |   | 0.8 
|                            |  |                         |      |   |      |   |      |      |  |   |     
|                            |  | $                       | 73.2 |   |      | $ | 43.9 |      |  | $ | 17.3
|                            |  |                         |      |   |      |   |      |      |  |   |     

We categorize our products into four market applications. The table below shows the percentage
contribution to our total sales of each market application in the different time periods.



|                  |  |                         |   |  |       |   |  |       |  
|----------------- |  | ----------------------- | - |  | ----- | - |  | ----- | -
|                  |  | Year Ended December 31, |  
|                  |  | 2005                    |   |  | 2004  |   |  | 2003  |  
|Defense           |  | 65.8                    | % |  | 59.2  | % |  | 64.8  | %
|Industrial        |  | 23.2                    |   |  | 23.3  |   |  | 20.7  |  
|Automotive/Diesel |  | 8.3                     |   |  | 11.3  |   |  | 5.1   |  
|Commercial        |  | 2.7                     |   |  | 6.2   |   |  | 9.4   |  
|                  |  |                         |   |  |       |   |  |       |  
|Total             |  | 100.0                   | % |  | 100.0 | % |  | 100.0 | %
|                  |  |                         |   |  |       |   |  |       |  

The principal factors contributing to our recent growth in sales are increased demand by the U.S.
military for ceramic body armor that protects soldiers and our acquisition of ESK Ceramics in August 2004. The operations of ESK Ceramics have been consolidated with ours since September 1, 2004. After eliminating inter-company sales,
ESK Ceramics contributed $36.0 million to our net sales during 2004 and $105.8 million during 2005.

Recent military conflicts in Iraq
and Afghanistan, as well as an increasingly unstable geopolitical climate and the heightened risk of international conflicts, have resulted in increased orders for our ceramic body armor in each year since 2001. We were awarded an Indefinite
Delivery/Indefinite Quantity contract by the U.S. Army in August 2004 with a maximum value of $461.0 million. Through February 2006, seven delivery orders totaling approximately $334.8 million have been issued to us under this contract. We have also
received a number of other orders for ceramic body armor, not covered by the Indefinite Delivery/Indefinite Quantity contract, from the Army and other branches of the U.S. military. Based on our current backlog for ceramic body armor, we expect our
shipments of ceramic body armor to be higher in fiscal year 2006 than in 2005. However, unless we receive additional orders under existing contracts or are successful in obtaining new contracts for ceramic body armor, our shipments of ceramic body
armor will decline materially in 2007 from levels we expect to achieve in 2006. Moreover, government contracts typically may be cancelled by the government at any time without penalty. For the next several quarters, and perhaps longer, 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



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appropriations and the level of international conflicts. Moreover, ceramic armor contracts generally are awarded in an open competitive bidding process.
Therefore, our future level of sales of ceramic body armor will depend on our ability to successfully compete for and retain this business.

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. We have developed five new designs to meet the
revised requirement, all of which have been approved by the government, and we intend to continue to develop additional, improved armor designs. During the third and fourth quarters of 2005, nearly all of the body armor we shipped consisted of our
new designs that meet the revised requirement.

Our ESK Ceramics subsidiary produces boron carbide powder, which serves as a starter
ceramic powder in the manufacture of our lightweight ceramic body armor. Owning this source of our principal raw material, together with the recent and ongoing expansion of our manufacturing capacity for ceramic armor at our new Lexington, Kentucky
plant and in our Irvine, California facility, should allow us to fulfill current and anticipated demand for our ceramic body armor.

Our
order backlog was $199.9 million as of December 31, 2004, and $276.4 million as of December 31, 2005. Orders for ceramic armor represented approximately $131.3 million, or 65.7% of the total backlog as of December 31, 2004, and
approximately $209.9 million, or 75.9% of the total backlog as of December 31, 2005. We expect that substantially all of our order backlog as of December 31, 2005 will be shipped during 2006.

Our sales to customers located outside of the United States have varied in recent years, representing $96.1 million, or 26.1% of net sales in 2005, $44.3
million, or 21.0% during 2004 and $5.5 million, or 5.4% in 2003. As a result of our acquisition of ESK Ceramics in August 2004, our sales to customers located outside of the United States as a percentage of total sales increased substantially.
ESK Ceramics sales to customers located outside of the United States in the last four months of 2004 during which its operations were consolidated with ours, were $28.5 million, or 64.3% of the total $44.3 million 2004 foreign sales, and
$79.3 million during 2005, or 82.5% of the total $96.1 million foreign sales during 2005. We plan to increase our sales efforts in foreign countries, and our acquisition of ESK Ceramics will help us achieve this goal. We currently have sales
offices in Germany, China, and England as well as commissioned independent sales representatives in other parts of Europe and Asia. Of our sales to customers located outside the United States, 30.2% were denominated in U.S. dollars during 2005.

Net Sales. Our net sales consist primarily of revenues from the sale of products, which we recognize when the product is
shipped to the customer.

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, which we also include in
cost of product sales and expense as incurred.

The cost of electricity comprises a significant portion of our cost of product sales. In
2004, we began expanding our high-energy utilization silicon nitride manufacturing operations at our new facility in Lexington, Kentucky, where costs, particularly for electricity and occupancy, are lower than in California. We have increased our
manufacturing capacity for the production of body armor plates by adding two hot press lines at this new facility, and currently are in the process of installing one additional hot press line. We chose this facility for the location of the hot press
expansion for the same reasons: lower cost of electricity and occupancy. The cost of electricity for our manufacturing operations in the United States and Europe was approximately $8.4 million, or 3.6% as a percentage of cost of product sales in
2005, approximately $4.4 million, or 3.0% as a percentage of cost of product sales in 2004, and approximately $3.0 million, or 4.2% as a percentage of cost of product sales in 2003.

Selling 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.



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General and Administrative 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, 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, 2005, 2004 and 2003, expressed as a percentage of net sales.



|                                         |  |                         |   |  |       |   |  |       |  
|---------------------------------------- |  | ----------------------- | - |  | ----- | - |  | ----- | -
|                                         |  | Year Ended December 31, |  
|                                         |  | 2005                    |   |  | 2004  |   |  | 2003  |  
|Net sales                                |  | 100.0                   | % |  | 100.0 | % |  | 100.0 | %
|Cost of product sales                    |  | 64.4                    |   |  | 68.0  |   |  | 71.1  |  
|                                         |  |                         |   |  |       |   |  |       |  
|Gross profit                             |  | 35.6                    |   |  | 32.0  |   |  | 28.9  |  
|                                         |  |                         |   |  |       |   |  |       |  
|Operating expenses:                      |  |                         |   |  |       |   |  |       |  
|Selling                                  |  | 5.6                     |   |  | 3.8   |   |  | 2.4   |  
|General and administration               |  | 5.7                     |   |  | 6.6   |   |  | 7.7   |  
|Research and development                 |  | 2.1                     |   |  | 1.5   |   |  | 2.1   |  
|Income from operations                   |  | 22.2                    |   |  | 20.1  |   |  | 16.7  |  
|Other income (expense)                   |  | (2.3                    | ) |  | 0.3   |   |  | 0.3   |  
|                                         |  |                         |   |  |       |   |  |       |  
|Income before provision for income taxes |  | 19.9                    |   |  | 20.4  |   |  | 17.0  |  
|                                         |  |                         |   |  |       |   |  |       |  
|Net income                               |  | 12.7                    | % |  | 12.8  | % |  | 11.1  | %
|                                         |  |                         |   |  |       |   |  |       |  

Year Ended December 31, 2005 Compared to Year Ended December 31, 2004

Net Sales. Our net sales for the year ended December 31, 2005 were $368.3 million, an increase of $152.7 million, or 70.8%, from
$215.6 million in the corresponding prior year period.

Our Advanced Ceramic Operations division had net sales for the year ended
December 31, 2005 of $242.8 million, an increase of $83.0 million, or 52.0% from the $159.8 million in the prior year. The primary reason for this improvement was the shipment of $207.1 million of ceramic body and other armor components
for defense customers, an increase of $80.0 million, or 62.9% from the $127.1 million of net sales in the prior year. This increase in net sales of armor was due to an increase in demand for lightweight body armor for military personnel, caused in
part by the U.S. Armys change from SAPI to E-SAPI armor plates. Net sales for our automotive/diesel component product line, including cam rollers, were $16.0 million, an increase of $4.3 million, or 36.7%, from the $11.7 million in the prior
year. The primary reason for this increase is that our customers are producing more heavy-duty diesel truck engines. However, we are aware that some of our customers are designing new engines that do not include our cam rollers and, as a result, our
sales of cam rollers may decline when these engines are introduced starting in 2007. Net sales of our orthodontic brackets product line were $9.8 million, which was unchanged from the prior year.

Our ESK Ceramics subsidiary had net sales for the year ended December 31, 2005 of $105.8 million. We completed the acquisition of
ESK Ceramics on August 23, 2004 and began to consolidate its operations with ours as of September 1, 2004. ESK Ceramics contributed $36.0 million to our net sales for the year ended December 31, 2004.

Our Semicon Associates division had net sales for the year ended December 31, 2005 of $7.4 million, a decrease of $0.1 million or 0.9%, from the
$7.5 million in the prior year, also reflecting lower shipments of microwave and laser cathodes.

Our Thermo Materials division had net
sales for the year ended December 31, 2005 of $12.2 million, a decrease of $0.1 million, or 1.0%, from the $12.3 million in the prior year. This decrease was due to several factors. Defense revenues decreased $1.4 million, and sales of fused
silica rollers decreased $1.5 million, which were offset by an increase of $1.5 million



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of crucibles sales, and an aggregate increase of $1.3 million from sales of other product lines. The decrease in sales of fused silica rollers was caused by
severe price competition from Chinese manufacturers who continued to reduce prices resulting in decreasing sales prices for our fused silica roller products.

Gross Profit. Our gross profit was $131.1 million for the year ended December 31, 2005, an increase of $62.0 million, or 89.8%, from $69.1 million in the prior year. As a percentage of net sales,
gross profit was 35.6% for the year ended December 31, 2005, compared to 32.0% for the prior year. The increase in gross profit as a percentage of net sales in the year ended December 31, 2005 was the result of increased sales,
particularly in sales of body armor, improved sales mix, higher operating leverage and a reduction in the cost of boron carbide, a key raw material used in the production of body armor, resulting from the acquisition of ESK Ceramics.

Our Advanced Ceramic Operations division posted gross profit of $91.3 million for the year ended December 31, 2005, an increase of
$34.5 million, or 60.7%, from $56.8 million in the prior year. As a percentage of net sales, gross profit was 37.6% for the year ended December 31, 2005, compared to 35.5% for the corresponding prior year period. The reasons for the increase in
gross profit and gross profit as a percentage of net sales were consistent with those reasons described in the preceding paragraph for the year ended December 31, 2005.

Our ESK Ceramics subsidiary had a gross profit of $36.3 million, equal to 34.3% of net sales, for the year ended December 31, 2005. For
comparative purposes, gross profit as a percentage of net sales was 24.7% for the year ended December 31, 2004. The increase in gross profit as a percentage of net sales in the year ended December 31, 2005 was the result of increased
sales, particularly in sales of boron carbide, improved sales mix and higher operating leverage. Additionally, included in ESK Ceramics gross profit in the year ended December 31, 2004, are $3.0 million of pre-tax expenses related to the
amortization of the backlog and expensing the step up of the inventory from the application of purchase accounting in connection with the acquisition.

Our Semicon Associates division had gross profit of $1.8 million for the year ended December 31, 2005, an increase of $0.4 million, or 22.1% from $1.4 million in the prior year. As a percentage of net sales,
gross profit was 23.6% for the year ended December 31, 2005, compared to 19.2% for the prior year. The increase in gross profit as a percentage of net sales in the year ended December 31, 2005 was the result of increased productivity and
reduced costs in the production of microwave cathodes and magnets.

Our Thermo Materials division had gross profit of $1.8 million for the
year ended December 31, 2005, a decrease of $0.2 million or 9.3%, compared to $2.0 million in the prior year. As a percentage of net sales, gross profit was 15.0% for the year ended December 31, 2005, compared to 16.3% for the prior year.
This decrease was due in part to a $0.7 million decline in gross profit in our fused silica roller product line caused by severe price competition from Chinese manufacturers.

Selling Expenses. Our selling expenses were $20.7 million for the year ended December 31, 2005, an increase of $12.4 million, or 150.4%,
from $8.3 million in the prior year. Selling expenses, as a percentage of net sales, increased from 3.8% for the year ended December 31, 2004 to 5.6% of net sales for the year ended December 30, 2005. ESK Ceramics contributed $11.2
million, or 89.8% of the $12.4 million increase. ESK Ceramics selling expenses currently are, and we expect them to continue to be, higher as a percentage of net sales than the other three divisions because ESK Ceramics sells in more
foreign countries and has more customers.

General and Administrative Expenses. Our general and administrative expenses for the
year ended December 31, 2005 were $21.0 million, an increase of $6.9 million, or 48.7%, from $14.1 million in the year ended December 31, 2004. General and administrative expenses, as a percentage of net sales, decreased from 6.5% for the
year ended December 31, 2004 to 5.7% of net sales for the year ended December 31, 2005. For the year ended December 31, 2005, ESK Ceramics contributed $2.7 million, or 39.4% of the increase. Increases in the number of employees
and related personnel expenses primarily accounted for the remaining rise in general and administrative expenses.

Research and
Development Expenses. Our research and development expenses for the year ended December 31, 2005 were $7.8 million, an increase of $4.5 million, or 133.5%, from $3.3 million in the prior year. Research and development expenses, as a
percentage of net sales, increased from 1.5% for the year ended December 31, 2004 to 2.1% of net sales for the year ended December 31, 2005. ESK Ceramics contributed $1.8 million, or 40.3%, of the increase in research and development
expenses. For the year ended December 31, 2005, expenses for the development of new armor designs contributed to a portion of the increase.



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Other Income (Expense). Our net other expenses for the year ended December 31, 2005 was
$8.4 million, compared to net other income of $0.6 million in the prior year. The primary reason for the change was an increase in our interest expense, which was $9.3 million in the year ended December 31, 2005, compared to $1.7 million in the
prior year. Included in interest expense for the year ended December 31, 2005 was approximately $2.6 million for the write-off of unamortized debt issuance costs as we terminated our credit facility in December 2005. The increase in interest
expense was also due to higher borrowing levels for the year ended December 31, 2005 compared to the prior year. We incurred debt to acquire ESK Ceramics in August 2004. The change in other income (expense) was also due to gains on
currency transactions of $1.2 million recognized in the year ended December 31, 2004 compared to gains from currency transactions of $0.3 million in the year ended December 31, 2005.

Income before Provision for Income Taxes. Our income before provision for income taxes for the year ended December 31, 2005 was $73.2
million, an increase of $29.3 million, or 66.7%, from the $43.9 million in the prior year.

Our Advanced Ceramic Operations divisions
income before provision for income taxes for the year ended December 31, 2005 was $63.7 million, an increase of $19.8 million, or 45.0%, from $43.9 million in the prior year. The increase in income before provision for income taxes for the year
ended December 31, 2005 was a result of higher sales of armor offset in part by higher general and administrative expenses to support these sales levels.

Our ESK Ceramics subsidiarys income before provision for income taxes for the year ended December 31, 2005 was $8.9 million after including interest expense of $5.8 million and gains from currency
transactions of $1.1 million. ESK Ceramics was included in our consolidated financial results as of September 1, 2004 for the year ended December 31, 2004.

Our Semicon Associates divisions income before provision for income taxes for the year ended December 31, 2005 was $894,000, an increase of $361,000, or 67.7%, from $533,000 in the prior year. The increase
in income before provision for income taxes for the year ended December 31, 2005 was a result of increased gross margins of $437,000 in our microwave cathodes business line offset by a net reduction in gross margins of the remaining product
lines.

Our Thermo Materials divisions loss before provision for income taxes for the year ended December 31, 2005 was $209,000,
a decrease of $290,000 from $81,000 of income before provision for income taxes in the prior year. The loss for the year ended December 31, 2005 was primarily due to reduced amounts of sales and gross margin of fused silica rolls and defense
products.

Income Taxes. Our provision for income taxes for the year ended December 31, 2005 was $26.5 million, an
increase of $10.2 million, or 61.8%, from the $16.3 million in the prior year. The effective income tax rate for the year ended December 31, 2005 was 36.1% compared to 37.2% in the corresponding prior year period. The reduction in the effective
tax rate was the result of higher research and development credits and higher extra territorial income exclusions.

Year Ended December 31, 2004
Compared to Year Ended December 31, 2003

Net Sales. Our net sales for the year ended December 31, 2004 were
$215.6 million, an increase of $114.1 million, or 112.4% from $101.5 million of net sales in the prior year.

Our Advanced Ceramic
Operations division had net sales of $159.8 million for the year ended December 31, 2004, an increase of $79.3 million, or 98.5% from $80.5 million of net sales in the prior year. The increase in net sales was mainly due to a $69.0 million or
117.8% increase in ceramic armor shipments for defense customers because of an increase in demand for body armor, a $6.7 million or 133.8% increase in shipments of automotive parts as more diesel cam roller parts were included in diesel truck
engines, a $1.2 million or 28.1% increase in industrial wear parts, a $1.8 million or 361.4% increase in shipments to the medical industry, and a $0.7 million or 8.2% increase in shipments of ceramic orthodontic brackets. Of the $1.8 million shipped
to the medical industry, $1.0 million was contributed by the business we acquired from Quest Technology in May 2004. Sales increases were offset by decreases in other product lines, mainly a $100,000 or 8.0% decrease in net sales of machined
products and a $200,000 or 21.7% decrease in research grants.

We acquired our ESK Ceramics subsidiary on August 23, 2004, and
began to consolidate and report their operations with ours as of September 1, 2004. For the four months period ended December 31, 2004 during which their operations were consolidated with ours, ESK Ceramics contributed $36.0 million
to our consolidated net sales.



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Our Semicon Associates division had net sales of $7.5 million for the year ended December 31, 2004,
an increase of $0.6 million, or 8.7%, from $6.9 million of sales in the prior year. This increase was mainly due to an increase in customers demand for dispenser cathodes, which are used in microwave tubes for radar and satellite
communications.

Our Thermo Materials division had net sales of $12.3 million for the year ended December 31, 2004, a decrease of $1.8
million, or 12.8%, from $14.1 million of net sales in the prior year. The decline in sales was attributable to a decrease of $4.0 million or 66.3% due to the completion of the PAC-3 defense facilities in 2003 that did not re-occur in 2004 and a
decline of $0.5 million or 13.0% in the sales of fused silica rollers because of reduced shipments to China and reduced unit prices due to more competitive pricing. Sales decreases were offset by an increase of $1.8 million or 145.9% in shipments of
ceramic crucibles used in the manufacture of photovoltaic solar energy cells and an increase of $0.8 million or 58.1% increase in sales of ceramic radomes used on the PAC-3 and Arrow missiles.

Gross Profit. Our gross profit for the year ended December 31, 2004 was $69.1 million, an increase of $39.8 million, or 135.8%, from
$29.3 million in the prior year. As a percentage of net sales, gross profit was 32.0% for the year ended December 31, 2004 as compared to 28.9% of net sales in the prior year.

Our Advanced Ceramic Operations division had gross profit for the year ended December 31, 2004 of $56.8 million, an increase of $31.4 million, or
123.6%, from $25.4 million in the prior year. Gross profit for Advanced Ceramic Operations in 2004 was 35.5% of net sales, as compared to 31.6% of net sales in the prior year. The improvement in gross profit during the year ended December 31,
2004 was a result of increased armor sales, improvements in manufacturing techniques in our hot press operations, higher absorption of fixed operating expenses, better manufacturing efficiencies, increased productivity through a reduction in our
workers compensation costs and an improved sales mix in armor parts when compared to last year. Also favorably impacting gross profit margins were higher volumes of parts and higher capacity utilization resulting in economies of scale.

Our ESK Ceramics subsidiary had gross profit of $8.9 million, or 24.7% of net sales, for the four months of 2004, during which their
operations were consolidated with ours. Included in ESK Ceramics gross profit are $3.0 million of pre-tax expenses related to the amortization of backlog and the step up of inventory resulting from the application of purchase accounting
in connection with the acquisition. These non-recurring expenses reduced gross profit in 2004 by 8.3% of net sales.

Our Semicon Associates
division had gross profit for the year ended December 31, 2004 of $1.4 million, an increase of $0.3 million, or 27.3%, from $1.1 million in the prior year. Gross profit for Semicon Associates for the year ended December 31, 2004 was 19.2%
of net sales, as compared to 16.7% of net sales in the prior year. The increase in gross profit as a percentage of net sales was caused by an improvement in gross margins for our cathodes for microwave tubes and a reduction in losses incurred in our
magnet products, resulting in higher overall gross profit levels.

Our Thermo Materials division had gross profit of $2.0 million for the
year ended December 31, 2004, a decrease of $0.8 million, or 28.6%, from $2.8 million in the prior year. Gross profit for Thermo Materials for the year ended December 31, 2004 was 16.3% of net sales, as compared to 19.6% of net sales in
the prior year. The decrease was due to a reduction in the amount of sales causing a lower absorption of fixed costs, a change in the mix of products sold and a reduction in gross margins for crucibles and castables due to lower production yields
and higher scrap rates.

Selling Expenses. Our selling expenses were $8.3 million for the year ended December 31, 2004, an
increase of $5.9 million or 245.8%, from $2.4 million in the prior year. Of the increase, $4.8 million was due to the acquisition of ESK Ceramics, as we included their financial results beginning September 1, 2004. The balance of the
increase, $1.1 million, was due to salary, bonuses, personnel increases and additional commissions and travel. Selling expenses, as a percentage of net sales, increased from 2.4% for the year ended December 31, 2003 to 3.8% of net sales for the
year ended December 31, 2004 due to the inclusion of ESK Ceramics sales expenses since September 1, 2004. Selling expenses were $3.4 million or 1.9% as a percentage of net sales for our divisions other than ESK Ceramics.

General and Administrative Expenses. Our general and administrative expenses were $14.1 million for the year ended
December 31, 2004, an increase of $6.3 million, or 80.8%, from $7.8 million in the prior year. Of the increase, $1.3 million was due to the acquisition of ESK Ceramics, which was included in our results beginning September 1, 2004.
The balance of the increase, $5.0 million, was due to increases in salaries, bonuses and personnel and $1.1 million for Sarbanes-Oxley compliance. General and administrative expenses, as a percentage of net sales, decreased from 7.7% for the year
ended December 31, 2003 to 6.5% for the year ended December 31, 2004 due to the higher levels of net sales in 2004 when compared to 2003.



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Research and Development Expenses. Our research and development expenses were $3.3 million
for the year ended December 31, 2004, an increase of $1.2 million, or 57.1%, from $2.1 million in the prior year. Of the increase, $1.0 million was due to the acquisition of ESK Ceramics, which was included in our results beginning
September 1, 2004. Research and development expenses, as a percentage of net sales, decreased from 2.1% for the year ended December 31, 2003 to 1.5% for the year ended December 31, 2004 due to the higher levels of net sales in 2004
when compared to 2003. In both years, the expenses relate to wages for engineering, technicians and production personnel, materials, outside services, small tools and travel.

Other Income (Expense). Our other income was $0.6 million for the year ended December 31, 2004, compared to $289,000 in the prior year.
Part of the increase in other income was a gain of $1.2 million on foreign currency transactions. Other income also includes royalty income, which decreased by $5,000 from the prior year due to lower sales of orthodontic brackets by licensees,
$100,000 in proceeds from a class action lawsuit award and interest income which increased by $340,000 due to larger cash balances in the year ended December 31, 2004 compared to the year ended December 31, 2003. The balance of the
increase, $300,000, was attributable to an increase in miscellaneous income as a result of a royalty audit on the sale of orthodontic brackets. Interest expense was $1.7 million for the year ended December 31, 2004, an increase of $1.7 million,
compared to $32,000 in the prior year. The increase in interest expense was due to higher levels of debt incurred to acquire ESK Ceramics in August 2004.

Income before Provision for Income Taxes. Our consolidated income before provision for income taxes for the year ended December 31, 2004 was $43.9 million, an increase of $26.6 million, or 154.0%,
from $17.3 million in the prior year. As a percentage of net sales, consolidated income before provision for income taxes was 20.4% for the year ended December 31, 2004 as compared to 17.0% of net sales in the prior year.

Our Advanced Ceramic Operations division had segment income before provision for income taxes for the year ended December 31, 2004 of $43.9 million,
an increase of $27.7 million, or 171.0%, from $16.2 million in the prior year. Segment income before provision for income taxes for Advanced Ceramic Operations in 2004 was 27.5% of net sales, as compared to 20.1% of net sales in the prior year.

Our ESK Ceramics subsidiary had segment loss before taxes of $0.6 million, or -1.7% of net sales, for the four months of 2004 during
which their operations were consolidated with ours. Included in segment loss before taxes is other expense of $2.4 million, which includes interest expense of $1.7 million and losses on currency transactions of $0.7 million. Also included in
ESK Ceramics segment loss before taxes are $3.0 million of pre-tax expenses related to the amortization of backlog and the step up of inventory resulting from the application of purchase accounting in connection with the acquisition.
These non-recurring expenses had a negative impact on segment loss before income taxes in an amount equal to 8.3% of net sales.

Our
Semicon Associates division had segment income before provision for income taxes for the year ended December 31, 2004 of $533,000, an increase of $212,000, or 66.0%, from $321,000 in the prior year. Segment income before provision for income
taxes for Semicon Associates for the year end December 31, 2004 was 7.1% of net sales, as compared to 4.7% of net sales in the prior year.

Our Thermo Materials division had segment income before provision for income taxes of $81,000 for the year end December 31, 2004, a decrease of $0.7 million, or 89.9%, from $0.8 million in the prior year. Segment income before
provision for income taxes for Thermo Materials for the year ended December 31, 2004 was 0.7% of net sales, as compared to 5.4% of net sales in the prior year.

Income Taxes. We used a combined federal and state tax rate of 37.2% for the twelve months ended December 31, 2004, resulting in a provision for taxes of $16.3 million, an increase of $10.2 million,
or 167.2%, from $6.1 million in the corresponding prior year. The effective income tax rate for the year ended December 31, 2003 was 35.0%. The increase in the tax rate was a result of higher pre-tax income and the expiration of tax credits.



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Liquidity and Capital Resources

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

Our net cash position increased by $87.0 million during the year ended December 31, 2005, compared to a $6.9 million decrease during the year ended
December 31, 2004. For the year ended December 31, 2005, cash flow provided by operating activities amounted to $21.1 million. The primary factors contributing to cash flow from operating activities in the year ended December 31,
2005, were net income of $46.8 million, depreciation and amortization of $15.2 million, a $1.6 million reduction of income taxes payable due to the exercise of stock options, and increased levels of accrued expenses, income tax payable, and other
liabilities that added an aggregate of $7.0 million. These contributions were offset in part by an increase in accounts receivable of $10.6 million due to higher amounts of sales over the previous year, a decrease in accounts payable of $6.7 million
due to our decision to take cash discounts and shorten the days outstanding, increased levels of inventories, production tooling, prepaid expenses and other assets that totaled $29.6 million. The increase in inventory and tooling were due to the
increase in sales and production to support the growth of the Advanced Ceramic Operations segment.

During the year ended December 31,
2005, we used $21.7 million of our cash for investing activities, including $20.2 million for capital expenditures and $3.7 million in additional acquisition costs related to ESK Ceramics, partially offset by the liquidation of short term
investments totaling $2.2 million. A majority of our capital expenditures was for equipment to add armor manufacturing capacity primarily at our Lexington, Kentucky hot press facility and improve productivity.

Financing activities during the year ended December 31, 2005 provided net cash of $89.2 million. As described in more detail below, our primary
source of cash was proceeds from the concurrent public offerings in December 2005 of shares of our common stock and senior subordinated convertible notes. We received net proceeds of $84.6 million from the common stock offering, and aggregate
proceeds of $121.0 million from the senior subordinated convertible note offering. We used a portion of these proceeds to repay the balance of $109.7 million under our term loan and $9.5 million owed under our line of credit. During 2005 we also
received cash proceeds of $1.8 million relating to the issuance of common stock under our stock plans, and cash proceeds of $1.1 million from the issuance of common stock due to the exercise of options. The effect of exchange rates on cash and
equivalents due to our investment in ESK Ceramics was a negative $1.6 million.

Our net cash position decreased by $6.9 million during the
year ended December 31, 2004, compared to an increase of $11.1 million during the year ended December 31, 2003. For the year ended December 31, 2004, cash flow provided by operating activities amounted to $32.8 million. The primary
factors contributing to cash flow from operating activities were net income of $27.6 million, depreciation and amortization of $7.0 million, a $3.1 million reduction of income taxes payable due to the exercise of stock options, and increased levels
of accounts payable, accrued expenses and income tax payable that added an aggregate of $16.8 million. These contributions were offset in part by increases in accounts receivable of $14.4 million due to higher amounts of sales over the previous
year, and increased levels of inventories, production tooling, prepaid expenses and other assets that totaled $9.7 million.

Cash used in
investing activities of $158.8 million during 2004 was for acquisitions of businesses, net of cash acquired of $141.3 million, capital expenditures of $26.6 million, offset by redemptions of $9.1 million of marketable securities. A majority of our
capital expenditures were for equipment to gain additional capacity and improve operations. Also included in the total capital expenditures was $4.2 million used to install a new hot press line and furnaces for the production of ceramic armor plates
in Lexington, Kentucky that was partially complete at December 31, 2004. Also included in total capital expenditures was $3.9 million used to expand and improve our hot press line and furnaces in Costa Mesa, California and $6.4 million to
install new machinery, equipment and furnaces in Lexington, Kentucky.

Financing activities during 2004 provided cash of $118.4 million,
generated primarily from the net proceeds of $119.4 million borrowed from our $160.0 million credit facility. As described below, the credit facility was retired in December 2005.

On August 18, 2004, we established a $160.0 million credit facility with Wachovia Bank, National Association, and a syndicate of banks and other
institutional lenders. The credit facility provided a term loan in the amount of $110.0 million and a revolving line of credit in the amount of $50.0 million. All the proceeds from the term loan were borrowed on August 18, 2004 and were used to
partially fund our acquisition of ESK Ceramics. The balance of the purchase price and transaction costs were paid with a portion of our existing cash. This credit facility was retired in December 2005 with a portion of the proceeds from our
concurrent offerings of shares of common stock and senior subordinated convertible notes and resulted in the write-off of $2.6 million of debt issuance costs. In December 2005, we established a new unsecured $10.0 million



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line of credit. As of December 31, 2005, there were no outstanding amounts on the line of credit. However, the available borrowings on line of credit at
December 31, 2005 have been reduced by an outstanding letter of credit in the amount of $2.3 million. The interest rate on the credit line is based on the LIBOR rate for a period of one month, plus a margin of one percent, which equaled 5.4% as
of December 31, 2005.

During December 2005, we completed a public offering of 2,070,000 shares of our common stock at a price to the
public of $43.31 per share. We received net proceeds of approximately $84.6 million from this offering after deducting offering expenses and underwriting discounts of $5.0 million. Concurrent with our common stock offering, we issued $121.0 million
principal amount of 2.875% senior subordinated convertible notes due December 15, 2035. We received net proceeds of approximately $116.8 million from the notes offering after deducting offering expenses and underwriting discounts of $4.2
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 are convertible only under certain
circumstances, including if the price of our common stock reaches, or the trading price of the notes falls below, specified thresholds, if the notes are called for redemption, if specified corporate transactions or fundamental change occur, or
during the 10 trading days prior to maturity of the notes. We may redeem the notes at any time after December 20, 2010, for a price equal to 100% of the principal amount plus accrued and unpaid interest, including contingent interest (as
described below), if any, up to but excluding the redemption date.

With respect to each $1,000 principal amount of the notes surrendered
for conversion, we 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 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 (as described below), if any, to but excluding the repurchase date.

We are 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.

On December 19, 2005, we repaid the existing balance of our term loan of $108.9 million and $9.8 million of our line of credit, and approximately
$0.1 million of accrued interest, using a portion of the net proceeds from our concurrent sale of senior subordinated convertible notes and common stock. As a result of the early repayment of the term loan, we wrote off the remaining unamortized
debt issuance costs of approximately $2.6 million in the fourth quarter of 2005.

Our cash, cash equivalents and short-term investments
totaled $99.4 million at December 31, 2005, compared to $14.6 million at December 31, 2004. At December 31, 2005, we had working capital of $211.4 million, compared to $78.4 million at December 31, 2004. Our cash position
includes amounts denominated in foreign currencies. We believe that our current cash and cash equivalents on hand and cash available from the sale of short-term investments will be sufficient to finance our anticipated capital and operating
requirements for at least the next 12 months. Our anticipated capital requirements primarily relate to the expansion of our manufacturing facilities in both the United States and Germany. 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, although we have
no present commitments or agreements to do so.

Our material contractual obligations and commitments as of December 31, 2005 are as
follows (amounts in thousand):



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|                                      |  |                        |         |                 |   |           |  |           |        |              |   |        |  |   |        
|------------------------------------- |  | ---------------------- | ------- | --------------- | - | --------- |  | --------- | ------ | ------------ | - | ------ |  | - | -------
|                                      |  | Payments Due by Period
|                                      |  | Total                  |         | Less than1 Year |   | 2-3 Years |  | 4-5 Years |        | After 5Years
|Debt, principal amount                |  | $                      | 121,000 |                 | $ |          |  | $         |       |              | $ |       |  | $ | 121,000
|Capital lease obligations             |  |                        | 20      |                 |   | 16        |  |           | 4      |              |   |       |  |   |       
|Non-cancelable leases                 |  |                        | 10,292  |                 |   | 2,093     |  |           | 3,887  |              |   | 2,936  |  |   | 1,396  
|Pension benefits                      |  |                        | 6,515   |                 |   | 234       |  |           | 576    |              |   | 905    |  |   | 4,800  
|IT services                           |  |                        | 485     |                 |   | 485       |  |           |       |              |   |       |  |   |       
|Cash commitments for interest expense |  |                        | 104,532 |                 |   | 3,647     |  |           | 6,958  |              |   | 6,958  |  |   | 86,969 
|                                      |  |                        |         |                 |   |           |  |           |        |              |   |        |  |   |        
|Total contractual obligations         |  | $                      | 242,844 |                 | $ | 6,455     |  | $         | 11,425 |              | $ | 10,799 |  | $ | 214,165
|                                      |  |                        |         |                 |   |           |  |           |        |              |   |        |  |   |        

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. 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. 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 1 to our consolidated financial statements which begin on page F-1 of this report.

In applying these policies, estimates and
judgments affect the amounts at which accounts receivable and inventory and certain liabilities are recorded and the useful lives of property and equipment. We apply our accounting policies on a consistent basis. As circumstances change, they are
considered in our estimates and judgments. Future changes in circumstances could result in changes in amounts at which assets and liabilities are recorded. Future changes could also affect the estimated useful levels of property and equipment, which
could result in changes in depreciation expense, write-offs or write-downs of such assets.

Sales Recognition. Sales are
recorded when all of the following have occurred: an agreement of sale exists, product delivery and acceptance has occurred or services have been rendered, and collection is reasonably assured. Management is required to make judgments about whether
or not collectibility is reasonably assured. We reduce revenue with reserves for estimated price concessions and sales returns. Allowances, which are recorded at the time revenue is recognized, in accordance with SFAS No. 48, Revenue
Recognition When Right of Return Exists, are based upon historical price concessions and sales returns. 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.

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.



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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. In accordance with SFAS No. 144, 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.

Recent Accounting Pronouncements

In
May 2005, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 154, Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20 and FASB Statement
No. 3. SFAS No. 154 requires retrospective application to prior periods financial statements for changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative
effect of the change. SFAS No. 154 also requires that retrospective application of a change in accounting principle be limited to the direct effects of the change. Indirect effects of a change in accounting principle, such as a change in
non-discretionary profit-sharing payments resulting from an accounting change, should be recognized in the period of the accounting change. SFAS No. 154 also requires that a change in depreciation, amortization, or depletion method for
long-lived, non-financial assets be accounted for as a change in accounting estimate effected by a change in accounting principle. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after
December 15, 2005. Early adoption is permitted for accounting changes and corrections of errors made in fiscal years beginning after the date this Statement is issued. We are required to adopt the provisions of SFAS No. 154, as applicable,
beginning in fiscal 2006. We do not expect the adoption of this standard to have a material impact on our consolidated financial position, results of operations or cash flow.

In November 2004, SFAS No. 151, Inventory Costs-an amendment of ARB No. 43, Chapter 4, was issued. This Statement amends the
guidance in ARB No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). SFAS No. 151 is effective for inventory
costs incurred during fiscal years beginning after June 15, 2005. We do not expect adoption of this standard to have a material impact on our consolidated financial position, results of operations or cash flow.

In December 2004, the FASB issued FASB Staff Position No. FAS 109-2, Accounting and Disclosure Guidance for the Foreign Earnings Repatriation
Provision within the American Jobs Creations Act of 2004. FAS 109-2 provides guidance under FASB Statement No. 109, Accounting for Income Taxes, with respect to recording the potential impact of the repatriation
provisions of the American Jobs Creation Act of 2004 (the Jobs Act) on enterprises income tax expense and deferred tax liability. The Jobs Act was enacted on October 22, 2004. FAS 109-2 states that an enterprise is
allowed time beyond the financial reporting period of enactment to evaluate the effect of the Jobs Act on its plan for reinvestment or repatriation of foreign earnings for purposes of applying FASB Statement No. 109. We do not anticipate the
adoption will have a material impact on our consolidated financial statements. Accordingly, as provided for in FAS 109-2, we have not adjusted our tax expense or deferred tax liability to reflect the repatriation provisions of the Jobs Act.

In December 2004, the FASB issued SFAS No. 153, Exchange of Nonmonetary Assets-an amendment of APB Opinion No. 29,
which amends Opinion 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. SFAS No. 153 defines a
nonmonetary exchange as having commercial substance if the future cash flow of the entity are expected to change significantly as a result of the exchange. This Statement is effective for nonmonetary asset exchanges occurring in fiscal periods
beginning after June 15, 2005 and shall be applied prospectively. We adopted SFAS No. 153 in the third quarter ended December 31, 2005, and its adoption did not have a material effect on our financial position, results of operations
or cash flow.



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In December 2004, the FASB issued a revision of SFAS No. 123, Accounting for Stock Based
Compensation, SFAS No. 123(R), Share-Based Payment. SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance and eliminates the
alternative to use Opinion 25s intrinsic value method of accounting that was provided in SFAS No. 123 as originally issued. Under Opinion 25, issuing stock options to employees generally resulted in recognition of no compensation cost.
SFAS No. 123(R) requires all entities recognize compensation expense in an amount equal to the fair value of share-based payments (e.g. stock options and restricted stock) granted to employees. This applies to all transactions involving the
issuance of our own equity in exchange for goods or services, including employee services. Upon adoption of SFAS No. 123(R), all stock option awards to employees will be recognized as expense in the income statement, typically over any related
vesting period. SFAS No. 123(R) carried forward the guidance from SFAS No. 123 for payment transactions with non-employees. The Securities and Exchange Commission amended the compliance date on April 14, 2005, to require public
companies to adopt the standard as of the beginning of the first annual period that begins after June 15, 2005. We will, therefore, be required to adopt SFAS No. 123(R) in the first quarter of 2006.

SFAS 123(R) permits public companies to adopt its requirements using one of two methods:

1. Modified Prospective Method under which compensation cost is recognized beginning with the effective date (a) based on the
requirements of SFAS 123(R) for all share-based payments granted after the effective date and (b) based on the requirements of SFAS 123 for all awards granted to employees prior to the effective date of SFAS 123(R) that remain unvested on the
effective date.

2. Modified Retrospective Method which includes the requirements of the modified prospective method
described above, but also permits entities to restate based on the amounts previously recognized under SFAS 123 for purposes of pro forma disclosures either (a) all prior periods presented or (b) prior interim periods of the year of
adoption.

The Company anticipates adopting the Modified Prospective Method and expects that the adoption of SFAS 123(R) will have an
impact on the Companys operating expense of $0.6 million for the year ended December 31, 2006 based on the outstanding unvested stock options at December 31, 2005. The Company cannot estimate the impact of the Companys operating expense
of any additional stock options that may be granted.

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 three years. Investments purchased with an original maturity of three months or less are
considered cash equivalents. 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 34 months; 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, 2005 and 2004, 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, 2005 and 2004. 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 $95,000 at December 31, 2005 and approximately $485,000 at December 31, 2004. 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 $219,000 at December 31, 2005 and approximately $969,000 at December 31, 2004.



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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, 2005 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



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deteriorate. Our management assessed the effectiveness of the Companys internal control over financial reporting as of December 31, 2005. 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, 2005, the Companys internal control over financial reporting was effective based on those criteria.

Ceradynes independent registered public accounting firm, PricewaterhouseCoopers LLP, audited our assessment of the effectiveness of the Companys internal control over financial reporting as of December 31, 2005 as stated in
their report, which appears herein.

ITEM 9B. OTHER INFORMATION

Not applicable.



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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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

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 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

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.



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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, 2005 and 2004                                            |  | F-2 
|Consolidated Statements of Income for the Years Ended December 31, 2005, 2004 and 2003               |  | F-3 
|Consolidated Statements of Stockholders Equity for the Years Ended December 31, 2005, 2004 and 2003 |  | F-4 
|Consolidated Statements of Cash Flows for the Years Ended December 31, 2005, 2004 and 2003           |  | F-5 
|Notes to Consolidated Financial Statements                                                           |  | F-6 

(b) List of Exhibits



|              |  |                                                                                                                                                                                                                                                                                              
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                  
|2.1           |  | Sale and Purchase Agreement dated June 30, 2004, between registrant and Wacker-Chemie GmbH. Incorporated herein by reference to Exhibit 2.1 of Registrants Form 8-K Current Report dated
August 23, 2004, filed with the Commission on August 26, 2004.                                     
|              | 
|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, 2004.                                         
|              | 
|3.2           |  | Certificate of Amendment of Restated Certificate of Incorporation of Ceradyne, Inc., as filed with the Secretary of State of Delaware on May 27, 2004. Incorporated herein by reference to
Exhibit 3.2 to the Registrants Form 10-Q Report for the quarter ended June 30, 2004.             
|              | 
|3.3           |  | Bylaws of Registrant. Incorporated herein by reference to Exhibit 3.2 to the Registrants Form 10-Q Report for the period ended June 30, 1996.                                                                                                                                               
|              | 
|3.4           |  | Amendment to Bylaws of Registrant, adopted April 29, 1996. Incorporated herein by reference to Exhibit 3.3 to the Registrants Form 10-Q Report for the period ended June 30,
1996.                                                                                                          
|              | 
|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          |  | Lease between Trico Rents and the Registrant dated March 23, 1984, covering premises located at 235 Paularino Avenue, Costa Mesa, California. Incorporated herein by reference to Exhibit 10.14
to the Registrants Registration Statement on Form S-1 (File No. 2-90821).                   
|              | 
|10.2          |  | Lease covering premises located at 3169-A Red Hill Avenue, Costa Mesa, California dated October 28, 1985. Incorporated herein by reference to Exhibit 10.30 to the Registrants Annual
Report on Form 10-K for the fiscal year ended December 31, 1985.                                      
|              | 
|10.3          |  | Lease dated March 31, 1986 covering premises located at 3163 Red Hill Avenue, Costa Mesa, California. Incorporated herein by reference to Exhibit 10.45 to the Registrants Annual Report
on Form 10-K for the fiscal year ended December 31, 1986.                                          
|              | 
|10.4          |  | Lease dated August 5, 1986 covering premises located at 225 Paularino Avenue, Costa Mesa, California. Incorporated herein by reference to Exhibit 10.46 to the Registrants Annual Report
on Form 10-K for the fiscal year ended December 31, 1986.                                          



48



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##### Table of Contents

|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.5   |  | Short-form Memorandum of Lease Assignment dated December 15, 1986, and Lease dated June 23, 1980, covering premises located at 3449 Church Street, Scottdale, Georgia. Incorporated
herein by reference to Exhibit 10.47 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 1986.                                                                                                               
|       | 
|10.6   |  | Joint Development Agreement dated March 28, 1986 between Unitek Corporation and the Registrant, and First and Second Amendments thereto. Incorporated herein by reference to Exhibit 10.52 to
the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 1986.                                                                                                                                             
|       | 
|10.7*  |  | 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.                                                                                                                                                                                                                                            
|       | 
|10.8*  |  | 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).                                                                                                                                                                                                                                           
|       | 
|10.9*  |  | Ceradyne, Inc. 1995 Employee Stock Purchase Plan. Incorporated herein by reference to Exhibit 4.1 to Registrants Registration Statement on Form S-8 (File No. 33-61677).                                                                                                                                                                                                                                                          
|       | 
|10.11  |  | Amendment No. 2, dated June 5, 1995, to Lease covering premises located at 3169-A Red Hill Avenue, Costa Mesa, California. Incorporated herein by reference to Exhibit 10.33 to the
Registrants Registration Statement on Form S-1 (File No. 33-62345).                                                                                                                                                                           
|       | 
|10.12  |  | Amendment No. 2, dated June 5, 1995, to Lease dated March 31, 1986 covering premises located at 3163 Red Hill Avenue, Costa Mesa, California. Incorporated herein by reference to Exhibit 10.34
to the Registrants Registration Statement on Form S-1 (File No. 33-62345).                                                                                                                                                        
|       | 
|10.13  |  | Amendment No. 2, dated June 5, 1995, to Lease dated August 5, 1986 covering premises located at 225 Paularino Avenue, Costa Mesa, California. Incorporated herein by reference to Exhibit 10.35
to the Registrants Registration Statement on Form S-1 (File No. 33-62345).                                                                                                                                                        
|       | 
|10.14* |  | 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.                                                                                                                                                                                                                     
|       | 
|10.15* |  | 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).                                                                                                                                                                                                                                          
|       | 
|10.16* |  | 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.                                                                                                                                                                                                                     
|       | 
|10.17* |  | 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.                                                                                                                                                                                                                     
|       | 
|10.18* |  | 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).                                                                                                                                                                                                                                       
|       | 
|10.19* |  | Amendment No. 1 to the Ceradyne, Inc. 1995 Employee Stock Purchase Plan. Incorporated herein by reference to Exhibit 4.2 to the Registrants Registration Statement on Form S-8 (File No.
333-64078).                                                                                                                                                                                                                              
|       | 
|10.20  |  | Agreement to Extend Lease and Increase Rental Between Ida S. Borochoff and Lance Borochoff as Co-Trustees of the Charles Z. Borochoff Marital Trust created under the Will of Charles Z.
Borochoff, as Landland and CERADYNE, INC., as Successor to Thermo Materials Corporation, as Tenant. Incorporated herein by reference to Exhibit 10.33 to the Registrants Annual Report on Form 10-K for the year ended December 31,
2002.
|       | 
|10.21* |  | 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.                                                                                                                                                                                                                           
|       | 
|10.22* |  | Ceradyne, Inc. 2003 Stock Incentive Plan, as Amended and Restated as of April 11, 2005. Incorporated herein by reference to Exhibit 10.1 to the Registrants Form 8-K Current Report dated
May 23, 2005, filed with the Commission on May 26, 2005.                                                                                                                                                                                
|       | 
|10.23* |  | 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.                                                                                                                                                                                            



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|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.24* |  | 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.                                                                                                                                                                                                                                                                                               
|       | 
|10.25  |  | Lease agreement between California State Teachers Retirement System, as Landlord and CERADYNE, INC., as tenant. Incorporated herein by reference to Exhibit 10.23 to the
Registrants Annual Report on Form 10-K for the year ended December 31, 2003.                                                                                                                                                                                                                                                                                              
|       | 
|10.26  |  | Credit Agreement dated August 18, 2004, between registrant, Wachovia Bank and the other lenders named therein. Incorporated herein by reference to Exhibit 10.1 of Registrants Form 8-K
Current Report dated August 23, 2004, filed with the Commission on August 26, 2004.                                                                                                                                                                                                                                                                         
|       | 
|10.27  |  | Amendment No. 1 dated December 22, 2004, to the Credit Agreement dated August 18, 2004, between registrant, Wachovia Bank and the other lenders named therein. Incorporated herein by reference
to Exhibit 10.25 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2004.                                                                                                                                                                                                                                                
|       | 
|10.28  |  | Amendment No. 2 to Credit Agreement, dated December 13, 2005, between Ceradyne, Inc., Ceradyne ESK, LLC and ESK Ceramics GmbH & Co. KG (collectively, the Borrowers), and the
banks, financial institutions and other lenders party thereto (collectively, the Lenders), and Wachovia Bank, National Association, as collateral agent and administrative agent for the Lenders. Incorporated herein by reference to Exhibit
10.1 of Registrants Form 8-K Current Report dated December 13, 2005, filed with the Commission on December 19, 2005.
|       | 
|10.29* |  | Cash Fees Payable to Non-Employee Directors for Service on the Board and its Committees. Incorporated herein by reference to Exhibit 10.3 of Registrants Form 8-K Current Report dated
February 28, 2005, filed with the Commission on March 4, 2005.                                                                                                                                                                                                                                                                                               
|       | 
|10.30* |  | Base Salaries Payable to Executive Officers during 2006. Incorporated herein by reference to Exhibit 10.1 of Registrants Form 8-K Current Report dated March 6, 2006, filed with the
Commission on March 9, 2006.                                                                                                                                                                                                                                                                                                                                   
|       | 
|10.31* |  | Cash Bonus Plan for Executive Officers for 2006. Incorporated herein by reference to Exhibit 10.2 of Registrants Form 8-K Current Report dated March 6, 2006, filed with the Commission
on March 9, 2006.                                                                                                                                                                                                                                                                                                                                           
|       | 
|10.32  |  | Lease dated March 11, 1997 covering premises located at 3159-A Red Hill Avenue, Costa Mesa, California.                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | 
|10.33  |  | Extension No. 2, dated February 2, 2005, to Lease dated March 11, 1997 covering premises located at 3159-A Red Hill Avenue , Costa Mesa, California.                                                                                                                                                                                                                                                                                                                                                                                                 
|       | 
|10.34  |  | Lease dated January 24, 2001 covering premises located at 3161 Red Hill Avenue, Costa Mesa, California.                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | 
|10.35  |  | Extension No. 1, dated February 2, 2005, to Lease dated January 24, 2001 covering premises located at 3161 Red Hill Avenue, Costa Mesa, California.                                                                                                                                                                                                                                                                                                                                                                                                  
|       | 
|10.36  |  | Extension No. 4, dated February 2, 2005, to Lease dated March 31, 1986 covering premises located at 3163 Red Hill Avenue, Costa Mesa, California.                                                                                                                                                                                                                                                                                                                                                                                                    
|       | 
|10.37  |  | Extension No. 4, dated February 2, 2005, to Lease dated October 28, 1985 covering premises located at 3169-A Red Hill Avenue, Costa Mesa, California.                                                                                                                                                                                                                                                                                                                                                                                                
|       | 
|10.38  |  | Lease dated October 28, 1985 covering premises located at 3169-B Red Hill Avenue, Costa Mesa, California.                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | 
|10.39  |  | Extension No. 4, dated February 2, 2005, to Lease dated October 28, 1985 covering premises located at 3169-B Red Hill Avenue, Costa Mesa, California.                                                                                                                                                                                                                                                                                                                                                                                                
|       | 
|10.40  |  | Extension No. 4, dated February 4, 2005, to Lease dated August 5, 1986 covering premises located at 225 Paularino Avenue, Costa Mesa, California.                                                                                                                                                                                                                                                                                                                                                                                                    
|       | 
|10.41  |  | Lease dated February 4, 2005, covering premises located at 201 Paularino Avenue, Costa Mesa, California.                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       | 
|10.42  |  | Lease dated February 4, 2005, covering premises located at 3159-B Red Hill Avenue, Costa Mesa, California.                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | 
|10.43  |  | Extension No. 1, dated February 7, 2005, to Lease dated March 23, 2004 covering premises located at 235 Paularino Avenue, Costa Mesa, California.                                                                                                                                                                                                                                                                                                                                                                                                    
|       | 
|10.44  |  | Lease dated August 6, 2001covering premises located at 3165-A Red Hill Avenue, Costa Mesa, California.                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | 
|10.45  |  | Extension No. 1, dated March 9, 2005, to Lease dated August 6, 2001 covering premises located at 3165-A Red Hill Avenue, Costa Mesa, California.                                                                                                                                                                                                                                                                                                                                                                                                     



50



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|      |  |                                                                                                                                                                           
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.46 |  | Lease dated January 5, 2005 covering premises located at 205 Paularino Avenue, Costa Mesa, California.                                                                    
|      | 
|10.47 |  | Extension No. 1, dated July 14, 2005, to Lease dated January 5, 2005, covering premises located at 205 Paularino Avenue, Costa Mesa, California.                          
|      | 
|12.1  |  | Computation of Ratio of Earnings to Fixed Charges.                                                                                                                        
|      | 
|14.1  |  | Code of Business Conduct and Ethics. Incorporated herein by reference to Exhibit 14.1 to the Registrants Annual Report on Form 10-K for the year ended December 31,
2004.
|      | 
|21.1  |  | Subsidiaries of the Registrant. Incorporated herein by reference to Exhibit 21.1 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2004.     
|      | 
|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.                                                                       

---

|* | Each of these exhibits constitutes a management contract, compensatory plan, or arrangement.
|- | --------------------------------------------------------------------------------------------



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C
ERADYNE, INC.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To Board of Directors and Stockholders of Ceradyne, Inc.:

We have completed
integrated audits of Ceradyne, Inc.s 2005 and 2004 consolidated financial statements and of its internal control over financial reporting as of December 31, 2005, and an audit of its 2003 consolidated financial statements in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Our opinions, based on our audits, are presented below.

Consolidated financial statements

In our opinion, the consolidated financial statements listed in the accompanying
index appearing under Item 15(a) present fairly, in all material respects, the financial position of Ceradyne, Inc. and its subsidiaries at December 31, 2005 and December 31, 2004, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 2005 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit of financial statements includes 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. We believe that our audits
provide a reasonable basis for our opinion.

Internal control over financial reporting

Also, in our opinion, managements assessment, included in Managements Report on Internal Control Over Financial Reporting appearing under Item 9A, that
the Company maintained effective internal control over financial reporting as of December 31, 2005 based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO), is fairly stated, in all material respects, based on those criteria. Furthermore, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2005, based on criteria established in Internal ControlIntegrated Framework issued by the COSO. The Companys management is responsible for maintaining effective internal control over financial reporting and for
its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express opinions on managements assessment and on the effectiveness of the Companys internal control over financial reporting
based on our audit. We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. An audit of internal control over financial reporting includes obtaining an understanding of internal control over
financial reporting, evaluating managements assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we consider necessary in the circumstances. We believe that our
audit provides 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

March 16, 2006



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##### Table of Contents

CERADYNE, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except for share data)



|                                                                                                                                                         |  |              |         |   |      |   |        
|-------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------- | - | ---- | - | -------
|                                                                                                                                                         |  | December 31,
|                                                                                                                                                         |  | 2005         |         |   | 2004
|ASSETS                                                                                                                                                   |  |              |         |   |      |   |        
|Current assets:                                                                                                                                          |  |              |         |   |      |   |        
|Cash and cash equivalents                                                                                                                                |  | $            | 91,542  |   |      | $ | 4,521  
|Short term investments                                                                                                                                   |  |              | 7,839   |   |      |   | 10,041 
|Accounts receivable, net of allowances for doubtful accounts of $545 and $456 in 2005 and 2004, respectively                                             |  |              | 57,174  |   |      |   | 48,649 
|Other receivables                                                                                                                                        |  |              | 3,309   |   |      |   | 3,175  
|Inventories                                                                                                                                              |  |              | 66,318  |   |      |   | 47,673 
|Production tooling                                                                                                                                       |  |              | 14,102  |   |      |   | 7,868  
|Prepaid expenses and other                                                                                                                               |  |              | 8,592   |   |      |   | 8,510  
|Deferred tax asset                                                                                                                                       |  |              | 6,341   |   |      |   | 4,210  
|                                                                                                                                                         |  |              |         |   |      |   |        
|Total current assets                                                                                                                                     |  |              | 255,217 |   |      |   | 134,647
|Property, plant and equipment, net                                                                                                                       |  |              | 153,259 |   |      |   | 162,278
|Intangible assets, net                                                                                                                                   |  |              | 6,034   |   |      |   | 7,235  
|Goodwill                                                                                                                                                 |  |              | 9,265   |   |      |   | 6,079  
|Other assets                                                                                                                                             |  |              | 6,418   |   |      |   | 6,115  
|                                                                                                                                                         |  |              |         |   |      |   |        
|Total assets                                                                                                                                             |  | $            | 430,193 |   |      | $ | 316,354
|                                                                                                                                                         |  |              |         |   |      |   |        
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                     |  |              |         |   |      |   |        
|Current liabilities:                                                                                                                                     |  |              |         |   |      |   |        
|Bank line of credit                                                                                                                                      |  | $            |        |   |      | $ | 9,708  
|Current maturities of long-term debt                                                                                                                     |  |              |        |   |      |   | 1,100  
|Accounts payable                                                                                                                                         |  |              | 23,311  |   |      |   | 32,830 
|Accrued expenses                                                                                                                                         |  |              | 11,878  |   |      |   | 7,981  
|Income taxes payable                                                                                                                                     |  |              | 7,719   |   |      |   | 4,639  
|                                                                                                                                                         |  |              |         |   |      |   |        
|Total current liabilities                                                                                                                                |  |              | 42,908  |   |      |   | 56,258 
|Long-term debt, less current maturities                                                                                                                  |  |              | 121,000 |   |      |   | 108,625
|Employee benefits                                                                                                                                        |  |              | 11,229  |   |      |   | 10,735 
|Deferred tax liability                                                                                                                                   |  |              | 4,536   |   |      |   | 5,695  
|                                                                                                                                                         |  |              |         |   |      |   |        
|Total liabilities                                                                                                                                        |  |              | 179,673 |   |      |   | 181,313
|                                                                                                                                                         |  |              |         |   |      |   |        
|Commitments and contingencies (Note 8)                                                                                                                   |  |              |         |   |      |   |        
|                                                                                                                                                         |  |             
|Stockholders equity:                                                                                                                                    |  |              |         |   |      |   |        
|Common Stock, $.01 par value: 40,000,000 authorized; 26,795,774 and 24,479,420 shares issued and outstanding at December 31, 2005 and
2004, respectively |  |              | 292     |   |      |   | 244    
|Additional paid in capital                                                                                                                               |  |              | 170,430 |   |      |   | 79,720 
|Retained earnings                                                                                                                                        |  |              | 88,632  |   |      |   | 41,854 
|Deferred compensation                                                                                                                                    |  |              | (1,506  | ) |      |   |       
|Accumulated other comprehensive (loss) income                                                                                                            |  |              | (7,328  | ) |      |   | 13,223 
|                                                                                                                                                         |  |              |         |   |      |   |        
|Total stockholders equity                                                                                                                               |  |              | 250,520 |   |      |   | 135,041
|                                                                                                                                                         |  |              |         |   |      |   |        
|Total liabilities and stockholders equity                                                                                                               |  | $            | 430,193 |   |      | $ | 316,354
|                                                                                                                                                         |  |              |         |   |      |   |        

The accompanying notes are an integral part of these consolidated statements.



F-2



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##### Table of Contents

CERADYNE, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except for per share data)



|                                                   |  |                          |         |   |      |   |         |      |  |   |         |  
|-------------------------------------------------- |  | ------------------------ | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                   |  | Years ended December 31, |        
|                                                   |  | 2005                     |         |   | 2004 |   |         | 2003 | 
|Net sales                                          |  | $                        | 368,253 |   |      | $ | 215,612 |      |  | $ | 101,473 |  
|Cost of product sales                              |  |                          | 237,115 |   |      |   | 146,518 |      |  |   | 72,124  |  
|                                                   |  |                          |         |   |      |   |         |      |  |   |         |  
|Gross profit                                       |  |                          | 131,138 |   |      |   | 69,094  |      |  |   | 29,349  |  
|                                                   |  |                          |         |   |      |   |         |      |  |   |         |  
|Operating expenses:                                |  |                          |         |   |      |   |         |      |  |   |         |  
|Selling                                            |  |                          | 20,694  |   |      |   | 8,266   |      |  |   | 2,440   |  
|General and administrative                         |  |                          | 21,014  |   |      |   | 14,131  |      |  |   | 7,799   |  
|Research and development                           |  |                          | 7,802   |   |      |   | 3,341   |      |  |   | 2,111   |  
|                                                   |  |                          |         |   |      |   |         |      |  |   |         |  
|                                                   |  |                          | 49,510  |   |      |   | 25,738  |      |  |   | 12,350  |  
|                                                   |  |                          |         |   |      |   |         |      |  |   |         |  
|Operating income                                   |  |                          | 81,628  |   |      |   | 43,356  |      |  |   | 16,999  |  
|                                                   |  |                          |         |   |      |   |         |      |  |   |         |  
|Other income (expense)                             |  |                          |         |   |      |   |         |      |  |   |         |  
|Royalty income                                     |  |                          | 145     |   |      |   | 146     |      |  |   | 151     |  
|Interest income                                    |  |                          | 434     |   |      |   | 476     |      |  |   | 136     |  
|Miscellaneous, net                                 |  |                          | 275     |   |      |   | 1,602   |      |  |   | 34      |  
|Interest expense                                   |  |                          | (9,252  | ) |      |   | (1,661  | )    |  |   | (32     | )
|                                                   |  |                          |         |   |      |   |         |      |  |   |         |  
|                                                   |  |                          | (8,398  | ) |      |   | 563     |      |  |   | 289     |  
|                                                   |  |                          |         |   |      |   |         |      |  |   |         |  
|Income before provision for income taxes           |  |                          | 73,230  |   |      |   | 43,919  |      |  |   | 17,288  |  
|Provision for income taxes                         |  |                          | 26,452  |   |      |   | 16,346  |      |  |   | 6,051   |  
|                                                   |  |                          |         |   |      |   |         |      |  |   |         |  
|Net income                                         |  | $                        | 46,778  |   |      | $ | 27,573  |      |  | $ | 11,237  |  
|                                                   |  |                          |         |   |      |   |         |      |  |   |         |  
|Net income per common share:                       |  |                          |         |   |      |   |         |      |  |   |         |  
|Basic                                              |  | $                        | 1.90    |   |      | $ | 1.14    |      |  | $ | 0.52    |  
|Diluted                                            |  | $                        | 1.86    |   |      | $ | 1.12    |      |  | $ | 0.51    |  
|Shares used in computing per common share amounts: |  |                          |         |   |      |   |         |      |  |   |         |  
|Basic                                              |  |                          | 24,635  |   |      |   | 24,170  |      |  |   | 21,442  |  
|Diluted                                            |  |                          | 25,107  |   |      |   | 24,598  |      |  |   | 21,900  |  

The accompanying notes are an integral part of these consolidated statements.



F-3



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##### Table of Contents

CERADYNE, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

(In thousands, except for share data)



|                                                       |  |                  |   |  |                  |         |                      |  |   |                                            |  |   |                          |   |  |   |         |   |  |   |         |  
|------------------------------------------------------ |  | ---------------- | - |  | ---------------- | ------- | -------------------- |  | - | ------------------------------------------ |  | - | ------------------------ | - |  | - | ------- | - |  | - | ------- | -
|                                                       |  | Common Stock     |   |  | RetainedEarnings |         | DeferredCompensation |  |   | AccumulatedOtherComprehensiveIncome (Loss) |  |   | TotalStockholdersEquity |  
|                                                       |  | Number of Shares |   |  | Amount           |         |                      |  |   |                                           
|Balance, December 31, 2002                             |  | 19,172,326       |   |  | $                | 40,044  |                      |  | $ | 3,044                                      |  |   |                         |   |  |   |        |   |  | $ | 43,088  |  
|Offering of common stock                               |  | 3,881,250        |   |  |                  | 27,932  |                      |  |   |                                           |  |   |                         |   |  |   |        |   |  |   | 27,932  |  
|Issuance of common stock                               |  | 135,779          |   |  |                  | 421     |                      |  |   |                                           |  |   |                         |   |  |   |        |   |  |   | 421     |  
|Exercise of stock options                              |  | 707,310          |   |  |                  | 1,434   |                      |  |   |                                           |  |   |                         |   |  |   |        |   |  |   | 1,434   |  
|Tax benefit from exercise stock options                |  |                 |   |  |                  | 2,665   |                      |  |   |                                           |  |   |                         |   |  |   |        |   |  |   | 2,665   |  
|Net income                                             |  |                 |   |  |                  |        |                      |  |   | 11,237                                     |  |   |                         |   |  |   |        |   |  |   | 11,237  |  
|                                                       |  |                  |   |  |                  |         |                      |  |   |                                            |  |   |                          |   |  |   |         |   |  |   |         |  
|Balance, December 31, 2003                             |  | 23,896,665       |   |  |                  | 72,496  |                      |  |   | 14,281                                     |  |   |                         |   |  |   |        |   |  |   | 86,777  |  
|Comprehensive income:                                  |  |                  |   |  |                  |         |                      |  |   |                                            |  |   |                          |   |  |   |         |   |  |   |         |  
|Net income                                             |  |                 |   |  |                  |        |                      |  |   | 27,573                                     |  |   |                         |   |  |   |        |   |  |   | 27,573  |  
|Net unrealized loss on available-for-sale securities   |  |                 |   |  |                  |        |                      |  |   |                                           |  |   |                         |   |  |   | (47     | ) |  |   | (47     | )
|Minimum pension liability, net                         |  |                 |   |  |                  |        |                      |  |   |                                           |  |   |                         |   |  |   | (325    | ) |  |   | (325    | )
|Cumulative translation adjustment                      |  |                 |   |  |                  |        |                      |  |   |                                           |  |   |                         |   |  |   | 13,595  |   |  |   | 13,595  |  
|                                                       |  |                  |   |  |                  |         |                      |  |   |                                            |  |   |                          |   |  |   |         |   |  |   |         |  
|Total comprehensive income                             |  |                 |   |  |                  |        |                      |  |   |                                           |  |   |                         |   |  |   |        |   |  |   | 40,796  |  
|                                                       |  |                  |   |  |                  |         |                      |  |   |                                            |  |   |                          |   |  |   |         |   |  |   |         |  
|Issuance of common stock                               |  | 111,625          |   |  |                  | 1,258   |                      |  |   |                                           |  |   |                         |   |  |   |        |   |  |   | 1,258   |  
|Issuance of common stock for acquisitions              |  | 107,095          |   |  |                  | 2,140   |                      |  |   |                                           |  |   |                         |   |  |   |        |   |  |   | 2,140   |  
|Exercise of stock options                              |  | 364,122          |   |  |                  | 965     |                      |  |   |                                           |  |   |                         |   |  |   |        |   |  |   | 965     |  
|Tax benefit from exercise of stock options             |  |                 |   |  |                  | 3,112   |                      |  |   |                                           |  |   |                         |   |  |   |        |   |  |   | 3,112   |  
|Purchase of fractional shares from stock split         |  | (87              | ) |  |                  | (7      | )                    |  |   |                                           |  |   |                         |   |  |   |        |   |  |   | (7      | )
|                                                       |  |                  |   |  |                  |         |                      |  |   |                                            |  |   |                          |   |  |   |         |   |  |   |         |  
|Balance, December 31, 2004                             |  | 24,479,420       |   |  |                  | 79,964  |                      |  |   | 41,854                                     |  |   |                         |   |  |   | 13,223  |   |  |   | 135,041 |  
|Comprehensive income:                                  |  |                  |   |  |                  |         |                      |  |   |                                            |  |   |                          |   |  |   |         |   |  |   |         |  
|Net income                                             |  |                 |   |  |                  |        |                      |  |   | 46,778                                     |  |   |                         |   |  |   |        |   |  |   | 46,778  |  
|Net unrealized loss on available-for-sale securities   |  |                 |   |  |                  |        |                      |  |   |                                           |  |   |                         |   |  |   | (96     | ) |  |   | (96     | )
|Minimum pension liability, net                         |  |                 |   |  |                  |        |                      |  |   |                                           |  |   |                         |   |  |   | (1,234  | ) |  |   | (1,234  | )
|Cumulative translation adjustment                      |  |                 |   |  |                  |        |                      |  |   |                                           |  |   |                         |   |  |   | (19,221 | ) |  |   | (19,221 | )
|                                                       |  |                  |   |  |                  |         |                      |  |   |                                            |  |   |                          |   |  |   |         |   |  |   |         |  
|Total comprehensive income                             |  |                 |   |  |                  |        |                      |  |   |                                           |  |   |                         |   |  |   | (20,551 | ) |  |   | (20,551 | )
|                                                       |  |                  |   |  |                  |         |                      |  |   |                                            |  |   |                          |   |  |   |         |   |  |   |         |  
|Offering of common stock, net of issuance cost of $534 |  | 2,070,000        |   |  |                  | 84,680  |                      |  |   |                                            |  |   |                          |   |  |   |         |   |  |   | 84,680  |  
|Issuance of common stock                               |  | 70,646           |   |  |                  | 1,713   |                      |  |   |                                           |  |   |                         |   |  |   |        |   |  |   | 1,713   |  
|Issuance of restricted stock                           |  |                 |   |  |                  | 1,728   |                      |  |   |                                           |  |   | (1,728                   | ) |  |   |        |   |  |   |        |  
|Exercise of stock options                              |  | 175,708          |   |  |                  | 1,067   |                      |  |   |                                           |  |   |                         |   |  |   |        |   |  |   | 1,067   |  
|Amortization of deferred compensation                  |  |                 |   |  |                  |         |                      |  |   |                                           |  |   | 222                      |   |  |   |        |   |  |   | 222     |  
|Tax benefit from exercise of stock options             |  |                 |   |  |                  | 1,570   |                      |  |   |                                           |  |   |                         |   |  |   |        |   |  |   | 1,570   |  
|                                                       |  |                  |   |  |                  |         |                      |  |   |                                            |  |   |                          |   |  |   |         |   |  |   |         |  
|Balance, December 31, 2005                             |  | 26,795,774       |   |  | $                | 170,722 |                      |  | $ | 88,632                                     |  | $ | (1,506                   | ) |  | $ | (7,328  | ) |  | $ | 250,520 |  
|                                                       |  |                  |   |  |                  |         |                      |  |   |                                            |  |   |                          |   |  |   |         |   |  |   |         |  

The accompanying notes are an integral part of these consolidated statements.



F-4



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##### Table of Contents

CERADYNE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)



|                                                                                  |  |                          |          |   |      |   |          |      |  |   |         |  
|--------------------------------------------------------------------------------- |  | ------------------------ | -------- | - | ---- | - | -------- | ---- |  | - | ------- | -
|                                                                                  |  | Years ended December 31, |         
|                                                                                  |  | 2005                     |          |   | 2004 |   |          | 2003 | 
|Cash flows from operating activities:                                             |  |                          |          |   |      |   |          |      |  |   |         |  
|Net income                                                                        |  | $                        | 46,778   |   |      | $ | 27,573   |      |  | $ | 11,237  |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                          |          |   |      |   |          |      |  |   |         |  
|Depreciation and amortization                                                     |  |                          | 15,203   |   |      |   | 7,554    |      |  |   | 3,328   |  
|Deferred income taxes                                                             |  |                          | (2,722   | ) |      |   | (216     | )    |  |   | 1,116   |  
|Stock compensation                                                                |  |                          | 222      |   |      |   |         |      |  |   |        |  
|Loss on equipment disposal                                                        |  |                          | 34       |   |      |   |         |      |  |   |        |  
|Changes in operating assets and liabilities, net of assets acquired:              |  |                          |          |   |      |   |          |      |  |   |         |  
|Accounts receivable, net                                                          |  |                          | (10,395  | ) |      |   | (14,373  | )    |  |   | (7,095  | )
|Other receivables                                                                 |  |                          | (233     | ) |      |   | 809      |      |  |   | (178    | )
|Inventories                                                                       |  |                          | (22,378  | ) |      |   | (3,412   | )    |  |   | (814    | )
|Production tooling                                                                |  |                          | (6,009   | ) |      |   | (3,529   | )    |  |   | (451    | )
|Prepaid expenses and other                                                        |  |                          | (431     | ) |      |   | (3,604   | )    |  |   | (1,128  | )
|Other assets                                                                      |  |                          | (792     | ) |      |   | 746      |      |  |   |        |  
|Accounts payable                                                                  |  |                          | (6,730   | ) |      |   | 8,847    |      |  |   | 5,490   |  
|Accrued expenses                                                                  |  |                          | 171      |   |      |   | 3,556    |      |  |   | 2,007   |  
|Income tax payable                                                                |  |                          | 2,728    |   |      |   | 4,428    |      |  |   |        |  
|Tax benefit from exercise of stock options                                        |  |                          | 1,570    |   |      |   | 3,112    |      |  |   | 2,665   |  
|Other liabilities                                                                 |  |                          | 4,102    |   |      |   | 1,311    |      |  |   |        |  
|Deferred revenue                                                                  |  |                          |         |   |      |   |         |      |  |   | (213    | )
|Warranty reserve                                                                  |  |                          |         |   |      |   |         |      |  |   | (596    | )
|                                                                                  |  |                          |          |   |      |   |          |      |  |   |         |  
|Net cash provided by operating activities                                         |  |                          | 21,118   |   |      |   | 32,802   |      |  |   | 15,368  |  
|                                                                                  |  |                          |          |   |      |   |          |      |  |   |         |  
|Cash flows from investing activities:                                             |  |                          |          |   |      |   |          |      |  |   |         |  
|Purchases of property, plant and equipment                                        |  |                          | (20,223  | ) |      |   | (26,563  | )    |  |   | (12,293 | )
|Redemptions (purchases) of marketable securities                                  |  |                          | 2,202    |   |      |   | 9,088    |      |  |   | (19,202 | )
|Acquisition of businesses, net of cash acquired                                   |  |                          | (3,697   | ) |      |   | (141,280 | )    |  |   |        |  
|                                                                                  |  |                          |          |   |      |   |          |      |  |   |         |  
|Net cash used in investing activities                                             |  |                          | (21,718  | ) |      |   | (158,755 | )    |  |   | (31,495 | )
|                                                                                  |  |                          |          |   |      |   |          |      |  |   |         |  
|Cash flows from financing activities:                                             |  |                          |          |   |      |   |          |      |  |   |         |  
|Proceeds from common stock offering                                               |  |                          | 85,169   |   |      |   |         |      |  |   | 28,419  |  
|Costs of common stock offering                                                    |  |                          | (489     | ) |      |   |         |      |  |   | (487    | )
|Proceeds from issuance of common stock for stock plans                            |  |                          | 1,713    |   |      |   | 1,251    |      |  |   | 421     |  
|Proceeds from issuance of stock due to exercise of stock options                  |  |                          | 1,067    |   |      |   | 965      |      |  |   | 1,434   |  
|Payment of loan fees                                                              |  |                          |         |   |      |   | (3,227   | )    |  |   |        |  
|(Reduction in) borrowings on bank line of credit                                  |  |                          | (9,492   | ) |      |   | 9,708    |      |  |   | (2,390  | )
|Proceeds from long-term debt                                                      |  |                          | 121,000  |   |      |   | 110,000  |      |  |   | (158    | )
|(Payments) on long-term debt                                                      |  |                          | (109,725 | ) |      |   | (275     | )    |  |   |        |  
|                                                                                  |  |                          |          |   |      |   |          |      |  |   |         |  
|Net cash provided by financing activities                                         |  |                          | 89,243   |   |      |   | 118,422  |      |  |   | 27,239  |  
|                                                                                  |  |                          |          |   |      |   |          |      |  |   |         |  
|Effect of exchange rates on cash and cash equivalents                             |  |                          | (1,622   | ) |      |   | 590      |      |  |   |        |  
|                                                                                  |  |                          |          |   |      |   |          |      |  |   |         |  
|Increase (decrease) in cash and cash equivalents                                  |  |                          | 87,021   |   |      |   | (6,941   | )    |  |   | 11,112  |  
|Cash and cash equivalents, beginning of period                                    |  |                          | 4,521    |   |      |   | 11,462   |      |  |   | 350     |  
|                                                                                  |  |                          |          |   |      |   |          |      |  |   |         |  
|Cash and cash equivalents, end of period                                          |  | $                        | 91,542   |   |      | $ | 4,521    |      |  | $ | 11,462  |  
|                                                                                  |  |                          |          |   |      |   |          |      |  |   |         |  
|Supplemental disclosures of cash flow information:                                |  |                          |          |   |      |   |          |      |  |   |         |  
|Interest paid                                                                     |  | $                        | 6,683    |   |      | $ | 1,345    |      |  | $ | 40      |  
|                                                                                  |  |                          |          |   |      |   |          |      |  |   |         |  
|Income taxes paid                                                                 |  | $                        | 35,834   |   |      | $ | 10,281   |      |  | $ | 2,398   |  
|                                                                                  |  |                          |          |   |      |   |          |      |  |   |         |  
|Supplemental schedule of non-cash financing activities:                           |  |                          |          |   |      |   |          |      |  |   |         |  
|Fulfillment of 401(k) obligations through the issuance of stock                   |  | $                        | 880      |   |      | $ | 556      |      |  | $ | 361     |  
|                                                                                  |  |                          |          |   |      |   |          |      |  |   |         |  
|Issuance of common stock in connection with Quest acquisition                     |  |                          |         |   |      | $ | 2,140    |      |  |   |        |  
|                                                                                  |  |                          |          |   |      |   |          |      |  |   |         |  

The accompanying notes are an integral part of these consolidated statements.



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##### Table of Contents

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, automotive/diesel and commercial applications. The Companys competitive advantage
results from 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. This 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 50 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. Short Term Investments

The Companys short term investments consist of marketable
securities, primarily high-grade corporate and government securities. The Company classifies all of its investments as available-for-sale based on the Companys intent. As of December 31, 2005, the amount classified as available for sale
is $7.8 million, which is recorded at fair market value. The unrealized loss of $0.2 million has been recorded as a component of other comprehensive income.

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. Gains and losses from foreign currency transactions are included in other income, miscellaneous.

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.



F-6



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##### Table of Contents

CERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The following are changes in the allowance for doubtful accounts for the years ended December 31, 2005, 2004 and 2003 (in thousands):



|                  |  |                            |     |           |   |     |                            |  |                      |     |  |   |    
|----------------- |  | -------------------------- | --- | --------- | - | --- | -------------------------- |  | -------------------- | --- |  | - | ---
|                  |  | Balance atBeginningof Year |     | Additions |   |     | Write-offsNet ofRecoveries |  | Balance atEnd ofYear
|December 31, 2005 |  | $                          | 456 |           | $ | 220 |                            |  | $                    | 131 |  | $ | 545
|December 31, 2004 |  | $                          | 112 |           | $ | 743 | (1)                        |  | $                    | 399 |  | $ | 456
|December 31, 2003 |  | $                          | 111 |           | $ | 230 |                            |  | $                    | 229 |  | $ | 112

---

|(1) | Additions in 2004 include $272 of allowance that was part of the ESK Ceramics acquisition.
|--- | ------------------------------------------------------------------------------------------

f. 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 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,
|                |  | 2005         |        | 2004
|Raw materials   |  | $            | 17,643 |      | $ | 11,697
|Work-in-process |  |              | 28,832 |      |   | 22,344
|Finished goods  |  |              | 19,843 |      |   | 13,632
|                |  |              |        |      |   |       
|                |  | $            | 66,318 |      | $ | 47,673
|                |  |              |        |      |   |       

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.



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##### Table of Contents

CERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



h. Property, Plant and Equipment, Net

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



|                                          |  |              |         |   |      |   |         |  
|----------------------------------------- |  | ------------ | ------- | - | ---- | - | ------- | -
|                                          |  | December 31, |        
|                                          |  | 2005         |         |   | 2004 |  
|Land and Land Improvements                |  | $            | 9,085   |   |      | $ | 10,017  |  
|Building improvements                     |  |              | 49,607  |   |      |   | 54,483  |  
|Machinery and equipment                   |  |              | 116,284 |   |      |   | 112,130 |  
|Leasehold improvements                    |  |              | 13,605  |   |      |   | 11,134  |  
|Office equipment                          |  |              | 9,130   |   |      |   | 9,302   |  
|Construction in progress                  |  |              | 4,158   |   |      |   | 1,763   |  
|                                          |  |              |         |   |      |   |         |  
|                                          |  |              | 201,869 |   |      |   | 198,829 |  
|Accumulated depreciation and amortization |  |              | (48,610 | ) |      |   | (36,551 | )
|                                          |  |              |         |   |      |   |         |  
|                                          |  | $            | 153,259 |   |      | $ | 162,278 |  
|                                          |  |              |         |   |      |   |         |  

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



|                        |  |                                         
|----------------------- |  | ----------------------------------------
|Buildings               |  | 30 years                                
|                        | 
|Machinery and equipment |  | 3 to 12 years                           
|                        | 
|Office equipment        |  | 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 $8.8 million, $6.1 million, and $1.2 million in 2005, 2004, and 2003, 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 $15.2 million, $7.6 million, and $3.3 million in 2005, 2004, and 2003, respectively.

i. Goodwill and Intangible Assets, Net

In accordance with SFAS 142, goodwill is not being amortized, but instead is subject to an annual assessment of impairment by applying a fair-value based test.

The Company performs an annual impairment test for goodwill in the fourth quarter of each year. Goodwill is allocated to four reporting units, which
represents the Companys operating segments. The Companys reporting units for purposes of applying the provisions of SFAS 142 are: Advanced Ceramics Operations, Semicon Associates, Thermo Materials and ESK Ceramics. SFAS 142
requires the Company to compare the fair value of the goodwill and indefinite lived intangible assets to the carrying amount on an annual basis to determine if there is potential impairment. If the fair value of goodwill and/or indefinite lived
intangible assets is less than the carrying value, an impairment loss is recorded to the extent that the fair value of the goodwill and/or indefinite lived intangible assets is less than the carrying value. Fair value is determined based on
discounted cash flows, market multiples or appraised values as appropriate. At December 31, 2005, the Company did not believe any impairment of goodwill had occurred. Intangible assets with definite lives are amortized over their estimated
useful lives.

The roll forward of the goodwill balance by segment for the year ended December 31, 2005 is as follows (in thousands):



|                     |  |     |       |         |   |        |  |     |     |  |       |       |   |  |   |       |  
|-------------------- |  | --- | ----- | ------- | - | ------ |  | --- | --- |  | ----- | ----- | - |  | - | ----- | -
|                     |  | ACO |       | Semicon |   | Thermo |  | ESK |     |  | Total |      
|December 31, 2003    |  | $   | 629   |         | $ | 603    |  | $   | 279 |  | $     |      |   |  | $ | 1,511 |  
|Acquisition of Quest |  |     | 1,946 |         |   |       |  |     |    |  |       |      |   |  |   | 1,946 |  
|Acquisition of ESK   |  |     |      |         |   |       |  |     |    |  |       | 2,476 |   |  |   | 2,476 |  
|Translation          |  |     |      |         |   |       |  |     |    |  |       | 146   |   |  |   | 146   |  
|                     |  |     |       |         |   |        |  |     |     |  |       |       |   |  |   |       |  
|December 31, 2004    |  |     | 2,575 |         |   | 603    |  |     | 279 |  |       | 2,622 |   |  |   | 6,079 |  
|Acquisition of Quest |  |     | 33    |         |   |       |  |     |    |  |       |      |   |  |   | 33    |  
|Acquisition of ESK   |  |     |      |         |   |       |  |     |    |  |       | 3,588 |   |  |   | 3,588 |  
|Translation          |  |     |      |         |   |       |  |     |    |  |       | (435  | ) |  |   | (435  | )
|                     |  |     |       |         |   |        |  |     |     |  |       |       |   |  |   |       |  
|December 31, 2005    |  | $   | 2,608 |         | $ | 603    |  | $   | 279 |  | $     | 5,775 |   |  | $ | 9,265 |  



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##### Table of Contents

CERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The components of intangibles assets were as follows (in thousands):



|                              |  |                   |       |                         |   |           |  |   |      
|----------------------------- |  | ----------------- | ----- | ----------------------- | - | --------- |  | - | -----
|                              |  | December 31, 2005
|                              |  | GrossAmount       |       | AccumulatedAmortization |   | NetAmount
|Amortizing Intangibles Assets |  |                   |       |                         |   |           |  |   |      
|Backlog                       |  | $                 | 525   |                         | $ | 525       |  | $ |     
|Developed technology          |  |                   | 4,327 |                         |   | 347       |  |   | 3,980
|                              |  |                   |       |                         |   |           |  |   |      
|                              |  |                   | 4,852 |                         |   | 872       |  |   | 3,980
|                              |  |                   |       |                         |   |           |  |   |      
|Non-amortizing tradename      |  |                   | 2,054 |                         |   |          |  |   | 2,054
|                              |  |                   |       |                         |   |           |  |   |      
|Total                         |  | $                 | 6,906 |                         | $ | 872       |  | $ | 6,034
|                              |  |                   |       |                         |   |           |  |   |      

All of the intangible assets were acquired in 2004 (see Note 3). Amortization of definite-lived
intangible assets will be approximately $420 in each of the fiscal years 2006 through 2009. Amortization expense was approximately $212 and $660 in 2005 and 2004, respectively.

j. Sales Recognition

Sales
are recorded when all of the following have occurred: an agreement of sale exists, product delivery and acceptance has occurred or services have been rendered, and collection is reasonably assured. Management is required to make judgments about
whether or not collectibility is reasonably assured. The Company reduces revenue with reserves for estimated price concessions and sales returns. Allowances, which are recorded at the time revenue is recognized, in accordance with SFAS No. 48,
Revenue Recognition When Right of Return Exists, are based upon historical price concessions and sales returns. 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.

k. 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, common stock warrants and restricted stock units using the treasury stock method and the net share settlement method for the convertible debt. All
share data in these financial statements have been adjusted to give retroactive effect to a 3-for-2 split of the Companys common stock in the form of a 50% stock dividend distributed on April 7, 2004, and a second 3-for-2 split of the
Companys common stock in the form of a 50% stock dividend distributed on January 18, 2005.

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,
|                                              |  | 2005         |  | 2004       |  | 2003      
|Weighted average number of shares outstanding |  | 24,634,558   |  | 24,170,212 |  | 21,441,645
|Dilutive stock options and restricted stock   |  | 472,837      |  | 427,982    |  | 458,494   
|                                              |  |              |  |            |  |           
|Number of shares used in dilutive computation |  | 25,107,395   |  | 24,598,194 |  | 21,900,139
|                                              |  |              |  |            |  |           



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##### Table of Contents

CERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



l. Accounting for Long-Lived Assets

In accordance with SFAS No. 144, 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.

m. 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.

n. Engineering and Research

The costs associated with application engineering and internally-funded research are expensed as incurred and are included in cost of product sales or other operating expenses. Costs associated with research and
development were $7.8 million, $3.3 million and $2.1 million for years ended December 31, 2005, 2004 and 2003, respectively. In addition, the Company historically has and continues to engage in application engineering and internally funded
research to improve and reduce the cost of products and to develop new products. Costs associated with engineering were approximately $7.1 million, $3.8 million and $1.9 million in 2005, 2004 and 2003, respectively, and are included in cost of
product sales.

o. Fair Value of Financial Instruments

The carrying value of accounts receivable and trade payables approximates the fair value due to their short-term maturities. 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 fair value of long-term debt was $123.1 million and is based on
quoted market prices at December 31, 2005.

p. 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.

q. Stock-Based Compensation

The Company applies the provisions of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, in accounting for stock-based compensation; therefore, no compensation expense
has been recognized for its fixed stock option plans as options generally are granted at fair market value based upon the closing price on the date immediately preceding the grant date. The Company has adopted the disclosure requirements for SFAS
No. 123, Accounting for Stock-Based Compensation. On December 31, 2002, the FASB issued SFAS No. 148, Accounting for Stock Based Compensation Transition and Disclosure, which amends SFAS No. 123. SFAS
No. 148 requires more prominent and frequent disclosures about the effects of stock-based compensation, which we have adopted commencing with the year ended December 31, 2002. Accordingly, if compensation expense for the Companys
stock options had been



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CERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



recognized, based upon the fair value of awards granted, the Companys net income and earnings per share would have been reduced to the following pro
forma amounts (in thousands, except share data):



|                                                                                                                                                |  |      |            |   |      |   |            |      |  |   |            |  
|----------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | ---- |  | - | ---------- | -
|                                                                                                                                                |  | 2005 |            |   | 2004 |   |            | 2003 | 
|Net income, as reported                                                                                                                         |  | $    | 46,778     |   |      | $ | 27,573     |      |  | $ | 11,237     |  
|Deduct: total stock-based employee compensation expense determined under the fair value based method for all awards, net of related tax
effects |  |      | (689       | ) |      |   | (873       | )    |  |   | (435       | )
|                                                                                                                                                |  |      |            |   |      |   |            |      |  |   |            |  
|Pro forma net income                                                                                                                            |  | $    | 46,089     |   |      | $ | 26,700     |      |  | $ | 10,802     |  
|                                                                                                                                                |  |      |            |   |      |   |            |      |  |   |            |  
|Net income per Share:                                                                                                                           |  |      |            |   |      |   |            |      |  |   |            |  
|Basicas reported                                                                                                                               |  | $    | 1.90       |   |      | $ | 1.14       |      |  | $ | .52        |  
|Basicpro forma                                                                                                                                 |  | $    | 1.87       |   |      | $ | 1.10       |      |  | $ | .50        |  
|                                                                                                                                                |  |      |           
|Dilutedas reported                                                                                                                             |  | $    | 1.86       |   |      | $ | 1.12       |      |  | $ | .51        |  
|Dilutedpro forma                                                                                                                               |  | $    | 1.84       |   |      | $ | 1.09       |      |  | $ | .49        |  
|Weighted average shares outstanding:                                                                                                            |  |      |            |   |      |   |            |      |  |   |            |  
|Basic                                                                                                                                           |  |      | 24,634,558 |   |      |   | 24,170,212 |      |  |   | 21,441,645 |  
|Diluted                                                                                                                                         |  |      | 25,107,395 |   |      |   | 24,598,194 |      |  |   | 21,900,139 |  

The pro forma amounts were estimated using the Black-Scholes option-pricing model with the
following assumptions:



|                                               |  |      |       |   |      |   |       |      |  |   |       |  
|---------------------------------------------- |  | ---- | ----- | - | ---- | - | ----- | ---- |  | - | ----- | -
|                                               |  | 2005 |       |   | 2004 |   |       | 2003 | 
|Expected term (years)                          |  |      | 7.0   |   |      |   | 7.0   |      |  |   | 7.0   |  
|Volatility                                     |  |      | 56.75 | % |      |   | 57.17 | %    |  |   | 56.97 | %
|Annual dividend per share                      |  | $    | 0.00  |   |      | $ | 0.00  |      |  | $ | 0.00  |  
|Risk free interest rate                        |  |      | 3.98  | % |      |   | 3.91  | %    |  |   | 3.62  | %
|Weighted-average fair value of options granted |  | $    | 12.29 |   |      | $ | 33.29 |      |  | $ | 13.23 |  

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.

During the year ended December 31, 2005, the Company issued 77,000 Restricted Stock Units (the Units) to certain directors, officers and employees with a grant date fair value of $22.68 per share for
62,000 and a grant date fair value of $21.46 for the remaining 15,000. Each Unit represents the right to receive one share of the Companys Common Stock when the Unit vests. For directors, the Units vest annually over three years on the
anniversary date of their issuance. For officers and employees, the Units vest annually over five years on the anniversary date of their issuance. Pursuant to APB 25, 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 $222,000 for the year ended December 31, 2005.

r. 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 adjustments and unrealized net gains and losses on
investments classified as available-for-sale.

s. New Accounting Pronouncements

In May 2005, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 154, Accounting
Changes and Error Corrections, a replacement of APB Opinion No. 20 and FASB Statement No. 3. SFAS No. 154 requires retrospective application to prior periods financial statements for changes in



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CERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. SFAS No. 154
also requires that retrospective application of a change in accounting principle be limited to the direct effects of the change. Indirect effects of a change in accounting principle, such as a change in non-discretionary profit-sharing payments
resulting from an accounting change, should be recognized in the period of the accounting change. SFAS No. 154 also requires that a change in depreciation, amortization, or depletion method for long-lived, non-financial assets be accounted for
as a change in accounting estimate effected by a change in accounting principle. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. Early adoption is permitted
for accounting changes and corrections of errors made in fiscal years beginning after the date this Statement is issued. We are required to adopt the provisions of SFAS No. 154, as applicable, beginning in fiscal 2006. We do not expect the
adoption of this standard to have a material impact on our consolidated financial position, results of operations or cash flow.

In
November 2004, SFAS No. 151, Inventory Costs-an amendment of ARB No. 43, Chapter 4, was issued. This Statement amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for
abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). SFAS No. 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. We do not expect adoption of this
standard to have a material impact on our consolidated financial position, results of operations or cash flow.

In December 2004, the FASB
issued FASB Staff Position No. FAS 109-2, Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creations Act of 2004. FAS 109-2 provides guidance under FASB Statement
No. 109, Accounting for Income Taxes, with respect to recording the potential impact of the repatriation provisions of the American Jobs Creation Act of 2004 (the Jobs Act) on enterprises income tax expense and
deferred tax liability. The Jobs Act was enacted on October 22, 2004. FAS 109-2 states that an enterprise is allowed time beyond the financial reporting period of enactment to evaluate the effect of the Jobs Act on its plan for
reinvestment or repatriation of foreign earnings for purposes of applying FASB Statement No. 109. We do not anticipate the adoption will have a material impact on our consolidated financial statements. Accordingly, as provided for in
FAS 109-2, we have not adjusted our tax expense or deferred tax liability to reflect the repatriation provisions of the Jobs Act.

In
December 2004, the FASB issued SFAS No. 153, Exchange of Nonmonetary Assets-an amendment of APB Opinion No. 29, which amends Opinion 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and
replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. SFAS No. 153 defines a nonmonetary exchange as having commercial substance if the future cash flow of the entity are expected to
change significantly as a result of the exchange. This Statement is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005 and shall be applied prospectively. We adopted SFAS No. 153 in the
third quarter ended December 31, 2005, and its adoption did not have a material effect on our financial position, results of operations or cash flow.

In December 2004, the FASB issued a revision of SFAS No. 123, Accounting for Stock Based Compensation, SFAS No. 123(R), Share-Based Payment. SFAS No. 123(R) supersedes APB Opinion
No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance and eliminates the alternative to use Opinion 25s intrinsic value method of accounting that was provided in SFAS No. 123 as
originally issued. Under Opinion 25, issuing stock options to employees generally resulted in recognition of no compensation cost. SFAS No. 123(R) requires all entities recognize compensation expense in an amount equal to the fair value of
share-based payments (e.g. stock options and restricted stock) granted to employees. This applies to all transactions involving the issuance of our own equity in exchange for goods or services, including employee services. Upon adoption of SFAS
No. 123(R), all stock option awards to employees will be recognized as expense in the income statement, typically over any related vesting period. SFAS No. 123(R) carried forward the guidance from SFAS No. 123 for payment transactions
with non-employees. The Securities and Exchange Commission amended the compliance date on April 14, 2005, to require public companies to adopt the standard as of the beginning of the first annual period that begins after June 15, 2005. We
will, therefore, be required to adopt SFAS No. 123(R) in the first quarter of 2006.



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CERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



SFAS 123(R) permits public companies to adopt its requirements using one of two methods:

1. Modified Prospective Method under which compensation cost is recognized beginning with the effective date (a) based on the
requirements of SFAS 123(R) for all share-based payments granted after the effective date and (b) based on the requirements of SFAS 123 for all awards granted to employees prior to the effective date of SFAS 123(R) that remain unvested on the
effective date.

2. Modified Retrospective Method which includes the requirements of the modified prospective method
described above, but also permits entities to restate based on the amounts previously recognized under SFAS 123 for purposes of pro forma disclosures either (a) all prior periods presented or (b) prior interim periods of the year of
adoption.

The Company anticipates adopting the Modified Prospective Method and expects that the adoption of SFAS 123(R) will have an
impact on the Companys operating expense of $0.6 million for the year ended December 31, 2006 based on the outstanding unvested stock options at December 31, 2005. The Company cannot estimate the impact of the Companys operating expense
of any additional stock options that may be granted.

3. Acquisitions

On August 23, 2004, the Company completed the acquisition of ESK Ceramics GmbH and Co. KG (ESK Ceramics) from Wacker-Chemie GmbH, pursuant to a Sale and Purchase Agreement dated June 30, 2004.

The purchase price was approximately $142.2 million, which included $4.7 million of transaction costs, of which $4.1 million were recorded
as of December 31, 2004. The purchase price was financed with $110.0 million of long-term debt borrowed under a new credit facility of $160.0 million provided by a syndicate of banks and institutional lenders led by Wachovia Bank, pursuant to a
Credit Agreement dated August 18, 2004. The balance of the purchase price and transaction costs was paid with a portion of the Companys existing cash. ESK Ceramics, based in Kempten, Germany, is a manufacturer of industrial technical
ceramic powders and advanced technical ceramic products.

In accordance with SFAS No. 141, Business Combinations, the
acquisition has been accounted for under the purchase method of accounting. The estimates of fair value of the assets acquired and liabilities assumed are based on our estimates. The following table summarizes the components of the purchase price
(in thousands):



|                                              |  |   |         |  
|--------------------------------------------- |  | - | ------- | -
|Cash and debt incurred                        |  | $ | 137,488 |  
|Transaction costs                             |  |   | 4,677   |  
|                                              |  |   |         |  
|Total purchase price                          |  | $ | 142,165 |  
|                                              |  |   |         |  
|                                              | 
|Fair value of assets and liabilities assumed: |  |   |         |  
|Cash                                          |  | $ | 610     |  
|Accounts receivable, net                      |  |   | 14,263  |  
|Inventory                                     |  |   | 24,916  |  
|Property, plant and equipment                 |  |   | 104,234 |  
|Other assets                                  |  |   | 9,295   |  
|Backlog                                       |  |   | 500     |  
|Developed technology                          |  |   | 4,600   |  
|Tradename                                     |  |   | 2,100   |  
|Goodwill                                      |  |   | 3,060   |  
|Assumed liabilities                           |  |   | (21,413 | )
|                                              |  |   |         |  
|Net assets acquired                           |  | $ | 142,165 |  
|                                              |  |   |         |  

The Goodwill acquired in these acquisitions is not deductible for income tax purposes.



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CERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Unaudited pro-forma combined results of operations of the Company, assuming the acquisition had occurred as of January 1, 2003, and January 1,
2004, respectively, are presented below. The pro-forma combined results of operations for the year ended December 31, 2004 and 2003, include pro-forma results of operations for the acquisition described above and adjustments to intercompany
sales, depreciation, amortization, pension costs, and interest. The pro-forma combined results of operations for the year ended December 31, 2004 and 2003 contain the use of certain estimates and adjustments to reflect twelve months of results
of operations for the acquisition discussed above. These combined results have been prepared for comparison purposes only and do not purport to be indicative of what operating results would have been, and may not be indicative of future operating
results (in thousands except per share amounts):



|                    |  |                         |         |      |   |        
|------------------- |  | ----------------------- | ------- | ---- | - | -------
|                    |  | Year ended December 31,
|                    |  | 2004                    |         | 2003
|                    |  | (unaudited)            
|Net Sales           |  | $                       | 281,619 |      | $ | 193,337
|Net Income          |  |                         | 28,870  |      |   | 13,765 
|Earnings per share: |  |                         |         |      |   |        
|Basic               |  | $                       | 1.19    |      | $ | 0.64   
|Diluted             |  | $                       | 1.17    |      | $ | 0.63   

The pro forma adjustments are based upon available information and certain assumptions that the
Company believes are reasonable under the circumstances.

On May 15, 2004, the Company completed the purchase of the assets and
business of Quest Technology, LP, a privately held firm focusing exclusively on the injection molding of technical ceramics. The purchase price for the acquisition was approximately $2.7 million consisting of 107,095 newly issued shares of Ceradyne
common stock, cash payments totaling approximately $300,000 and the assumption of certain liabilities. The purchase price was allocated to net tangible assets and goodwill of $714,000 and $1.9 million, respectively.

In accordance with Statement of Financial Accounting Standards (SFAS) No. 141, Business Combinations, the new intangible asset balance
will be allocated between identifiable intangible assets and remaining goodwill. Goodwill will not be amortized but is subject to an ongoing assessment for impairment.

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 due December 15, 2035.

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 notes are convertible only under certain circumstances,
including if the price of the Companys common stock reaches specified thresholds, if the notes are called for redemption, if specified corporate transactions or fundamental change occur, or during the 10 trading days prior to maturity of the
notes. The Company many redeem the notes at any time after December 20, 2010, for a price equal to 100% of the principal amount plus accrued and unpaid interest, including contingent interest (as described below), if any, up to but excluding
the redemption date.

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 the $1,000, an amount in shares or cash equal to such aggregate conversion value in excess of $1,000.



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CERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



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 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.

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 minimis. Accordingly, no value has been assigned at issuance or at December 31, 2005.

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.

On December 19, 2005, the Company repaid the balance of its term loan of $108.9 million and $9.8 million of its line of credit, and approximately
$0.1 million of accrued interest, using the net proceeds from the notes and proceeds from its concurrent public offering of its common stock. The Company retired the credit facility. As a result of the termination of the term loan, the Company wrote
off the remaining unamortized debt issuance costs of approximately $2.6 million in the fourth quarter of 2005.

In December 2005, the
Company established a new unsecured $10.0 million line of credit. As of December 31, 2005, there were no outstanding amounts on the line of credit. However, the available line of credit at December 31, 2005 has been reduced by an
outstanding letter of credit in the amount of $2.3 million. The interest rate on the credit line is based on the LIBOR rate for a period of one month, plus a margin of one percent, which equaled 5.4% as of December 31, 2005.

Pursuant to the bank line of credit, the Company is subject to certain covenants, which include, among other things, the maintenance of specified minimum
amounts of tangible net worth and quick assets to current liabilities ratio. At December 31, 2005, the Company was in compliance with these covenants.

5. Financial Instruments

Foreign Exchange Risk Management

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.

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. Gains and losses from foreign currency transactions are included in other income,
miscellaneous.



F-15



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##### Table of Contents

CERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



In June and July 2004, the Company entered into forward exchange contracts outstanding totaling approximately $126.0 million exchangeable into
110.0 million Euros. These contracts were opened in connection with the purchase of ESK Ceramics and in August 2004 were converted into Euros to serve as part of the purchase price. The fair market value of the contract at expiration in August
2004 was $1.9 million, which was recognized as a gain during the year ended December 31, 2004. This was recorded in the miscellaneous income line of the income statement. As of December 31, 2005, the Company did not have any outstanding
forward exchange contracts.

6. Income Taxes

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



|                           |  |      |        |   |      |   |        |      |  |   |      
|-------------------------- |  | ---- | ------ | - | ---- | - | ------ | ---- |  | - | -----
|                           |  | 2005 |        |   | 2004 |   |        | 2003
|Current, domestic          |  | $    | 28,244 |   |      | $ | 16,282 |      |  | $ | 4,935
|Current, foreign           |  |      | 1,836  |   |      |   | 280    |      |  |   |     
|                           |  |      |        |   |      |   |        |      |  |   |      
|Current, total             |  |      | 30,080 |   |      |   | 16,562 |      |  |   | 4,935
|                           |  |      |        |   |      |   |        |      |  |   |      
|Deferred, domestic         |  |      | (4,761 | ) |      |   | 56     |      |  |   | 1,116
|Deferred, foreign          |  |      | 1,133  |   |      |   | (272   | )    |  |   |     
|                           |  |      |        |   |      |   |        |      |  |   |      
|Deferred, total            |  |      | (3,628 | ) |      |   | (216   | )    |  |   | 1,116
|                           |  |      |        |   |      |   |        |      |  |   |      
|Provision for income taxes |  | $    | 26,452 |   |      | $ | 16,346 |      |  | $ | 6,051
|                           |  |      |        |   |      |   |        |      |  |   |      

The components of the Companys deferred tax asset (liability) as of December 31, 2005
and 2004 are as follows (in thousands):



|                                |  |              |        |   |      |   |        |  
|------------------------------- |  | ------------ | ------ | - | ---- | - | ------ | -
|                                |  | December 31, |       
|                                |  | 2005         |        |   | 2004 |  
|Current Asset:                  |  |              |        |   |      |   |        |  
|Inventory adjustments           |  | $            | 2,932  |   |      | $ | 1,929  |  
|Vacation accrual                |  |              | 529    |   |      |   | 402    |  
|Bad debt allowance              |  |              | 118    |   |      |   | 200    |  
|Accrued payroll                 |  |              | 1,048  |   |      |   | 773    |  
|State taxes                     |  |              | 1,535  |   |      |   | 983    |  
|Other                           |  |              | 269    |   |      |   | (77    | )
|                                |  |              |        |   |      |   |        |  
|                                |  | $            | 6,341  |   |      | $ | 4,210  |  
|                                |  |              |        |   |      |   |        |  
|Noncurrent Liability:           |  |              |        |   |      |   |        |  
|Depreciation and amortization   |  | $            | (7,178 | ) |      | $ | (7,173 | )
|Deferred compensation           |  |              | 1,437  |   |      |   | 1,041  |  
|Unrealized currency gain (loss) |  |              | 314    |   |      |   |       |  
|State Taxes                     |  |              | 181    |   |      |   | 199    |  
|Other                           |  |              | 708    |   |      |   | 238    |  
|                                |  |              |        |   |      |   |        |  
|                                |  | $            | (4,536 | ) |      | $ | (5,695 | )
|                                |  |              |        |   |      |   |        |  



F-16



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##### Table of Contents

CERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The effective income tax rate for the years ended December 31, 2005, 2004 and 2003 differs from the Federal statutory income tax rate due to the
following items (in thousands):



|                                                           |  |              |        |   |      |   |        |      |  |   |        |  
|---------------------------------------------------------- |  | ------------ | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|                                                           |  | December 31, |       
|                                                           |  | 2005         |        |   | 2004 |   |        | 2003 | 
|Income before taxes, domestic                              |  | $            | 64,430 |   |      | $ | 44,515 |      |  | $ | 17,288 |  
|Income before taxes, foreign                               |  |              | 8,890  |   |      |   | (596   | )    |  |   |       |  
|                                                           |  |              |        |   |      |   |        |      |  |   |        |  
|Income before taxes, total                                 |  | $            | 73,230 |   |      | $ | 43,919 |      |  | $ | 17,288 |  
|                                                           |  |              |        |   |      |   |        |      |  |   |        |  
|Provision for income taxes at federal statutory rate (35%) |  |              | 25,631 |   |      |   | 15,372 |      |  |   | 5,878  |  
|State income taxes, net of federal benefit                 |  |              | 3,453  |   |      |   | 2,210  |      |  |   | 698    |  
|Permanent Items                                            |  |              | 169    |   |      |   | 19     |      |  |   | 32     |  
|Extraterritorial income exclusion                          |  |              | (1,010 | ) |      |   | (429   | )    |  |   | (99    | )
|Credits                                                    |  |              | (389   | ) |      |   | (189   | )    |  |   | (456   | )
|Manufacturing deduction                                    |  |              | (310   | ) |      |   |       |      |  |   |       |  
|Other                                                      |  |              | (1,092 | ) |      |   | (637   | )    |  |   | (2     | )
|                                                           |  |              |        |   |      |   |        |      |  |   |        |  
|Provision for income taxes                                 |  | $            | 26,452 |   |      | $ | 16,346 |      |  | $ | 6,051  |  
|                                                           |  |              |        |   |      |   |        |      |  |   |        |  
|Effective tax rate                                         |  |              | 36.12  | % |      |   | 37.22  | %    |  |   | 35.00  | %
|                                                           |  |              |        |   |      |   |        |      |  |   |        |  

The exercise of stock options represents a tax benefit and has been reflected as a reduction of
taxes payable and an increase to the additional paid-in capital account. The benefit recorded was $1.6 million, $3.1 million and $2.7 million for the years ended December 31, 2005, 2004 and 2003, respectively.

7. 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 fifteen percent (15% or the maximum deferred tax amount of $18,000 in 2005, whichever is less) of the employees pretax compensation 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, 2005, 2004 and 2003
were $880,000, $556,000 and $361,000, respectively.

The Companys contribution is in the form of shares of its common stock. The
number of shares to be contributed will be determined by dividing the total Company match for the Plan year by the higher of the market value per share of common stock as of the end of that Plan year (December 31), or the audited book value per
share of common stock as of the end of that Plan year. The participants cash contributions may be invested, at their discretion, in several funds.

Based on the market value per share of the Companys common stock on December 31, 2005, a total of 19,384 shares were contributed in 2006 as the Companys matching contribution under the Plan for 2005.
After that contribution, there were 549,840 shares remaining and available for future contribution under the Plan.

Pension and
Postretirement Benefit Plans

In connection with the acquisition of ESK Ceramics in August 2004, the Company sponsors a defined benefit
pension plan in Germany related to its ESK Ceramics employees.

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 pensions payable in the future.

Components of net periodic benefit cost under the pension plan
(subsequent to the acquisition) were (in thousands):



|                                         |  |      |        |   |      |   |      |  
|---------------------------------------- |  | ---- | ------ | - | ---- | - | ---- | -
|                                         |  | 2005 |        |   | 2004 |  
|Service cost                             |  |      | 1,507  |   |      |   | 439  |  
|Interest cost                            |  |      | 1,636  |   |      |   | 490  |  
|Amortization of unrecognized (gain)/loss |  |      | 14     |   |      |   |     |  
|Expected return on plan assets           |  |      | (1,689 | ) |      |   | (512 | )
|                                         |  |      |        |   |      |   |      |  
|Net periodic benefit cost                |  | $    | 1,468  |   |      | $ | 417  |  
|                                         |  |      |        |   |      |   |      |  



F-17



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##### Table of Contents

CERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



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



|                               |  |      |   |  |      |  
|------------------------------ |  | ---- | - |  | ---- | -
|                               |  | 2005 |   |  | 2004 |  
|Discount rate:                 |  | 4.3  | % |  | 5.5  | %
|Expected return on plan assets |  | 2.5  | % |  | 6.0  | %
|Rate of compensation increase: |  | 6.0  | % |  | 3.0  | %

Components of the change in benefit obligation, change in plan assets and funded status for the
Companys pension plans for December 31, 2005 and December 31, 2004 were as follows (in thousands):



|                                                                                           |  |      |        |   |      |   |        |  
|------------------------------------------------------------------------------------------ |  | ---- | ------ | - | ---- | - | ------ | -
|                                                                                           |  | 2005 |        |   | 2004 |  
|Change in benefit obligation:                                                              |  |      |        |   |      |   |        |  
|Benefit obligation, beginning of period in 2005 and for 2004 at date of acquisition        |  | $    | 33,672 |   |      | $ | 26,457 |  
|Service cost                                                                               |  |      | 1,506  |   |      |   | 439    |  
|Interest cost                                                                              |  |      | 1,636  |   |      |   | 489    |  
|Actuarial (gain) loss                                                                      |  |      | 8,022  |   |      |   | 3,073  |  
|Benefits paid                                                                              |  |      | 333    |   |      |   | 424    |  
|Impact of foreign currency translation                                                     |  |      | (4,779 | ) |      |   | 2,790  |  
|                                                                                           |  |      |        |   |      |   |        |  
|Benefit obligation, end of period                                                          |  | $    | 40,390 |   |      | $ | 33,672 |  
|                                                                                           |  |      |        |   |      |   |        |  
|Change in plan assets:                                                                     |  |      |        |   |      |   |        |  
|Fair value of plan assets, beginning of period in 2005 and for 2004 at date of acquisition |  | $    | 27,944 |   |      | $ | 24,788 |  
|Actual return on plan assets                                                               |  |      | 8,302  |   |      |   | 392    |  
|Company contribution                                                                       |  |      | 558    |   |      |   | 192    |  
|Employees contribution                                                                     |  |      | 558    |   |      |   | 192    |  
|Benefits paid                                                                              |  |      | (151   | ) |      |   | (46    | )
|Impact of foreign currency translation                                                     |  |      | (3,962 | ) |      |   | 2,426  |  
|                                                                                           |  |      |        |   |      |   |        |  
|Fair value of plan assets, end of period                                                   |  | $    | 33,249 |   |      | $ | 27,944 |  
|                                                                                           |  |      |        |   |      |   |        |  
|Funded status of plans                                                                     |  |      | (7,141 | ) |      |   | (5,728 | )
|Unrecognized net actuarial gain (loss)                                                     |  |      | 4,335  |   |      |   | 3,440  |  
|                                                                                           |  |      |        |   |      |   |        |  
|Net liabilities recognized                                                                 |  | $    | 2,806  |   |      | $ | 2,288  |  
|                                                                                           |  |      |        |   |      |   |        |  
|Amounts recognized in the consolidated balance sheet consist of:                           |  |      |        |   |      |   |        |  
|Prepaid pension costs                                                                      |  |      | 2,813  |   |      |   | 3,573  |  
|Accrued pension liability                                                                  |  |      | (7,178 | ) |      |   | (6,408 | )
|Accumulated other comprehensive loss                                                       |  |      | 1,559  |   |      |   | 548    |  

At December 31, 2005 and 2004, the accumulated benefit obligation was $32.4 million and $24.3
million, respectively.

At December 31, 2005, the overall allocation of the plan assets was 39% in bonds, 29% in equities, 22% in real
estate, 5% in cash and 5% in private equity funds. The expected long-term rate of return on plan assets assumption is based on numerous factors including historical rates of return, long-term inflation assumptions, current and future financial
market conditions and expected asset allocation.

The Company expects to contribute $1.8 million to its defined benefit plans in 2006.



F-18



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##### Table of Contents

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):



|           |  |   |      
|---------- |  | - | -----
|2006       |  | $ | 234  
|2007       |  |   | 273  
|2008       |  |   | 303  
|2009       |  |   | 400  
|Thereafter |  |   | 5,305
|           |  |   |      
|           |  | $ | 6,515
|           |  |   |      

Additional Minimum Liability

The increase of the minimum pension liability in 2005 and 2004 resulted in an after tax reduction of stockholders equity of $1.6 million and $0.3
million is included in other comprehensive loss for the years ended December 31, 2005 and 2004, respectively.

8. Commitments and Contingencies

a. Operating Lease Obligations

The Company leases certain of its manufacturing facilities under noncancelable operating leases expiring at various dates through October 2015. The Company incurred rental expense under these leases of $2.0
million, $1.3 million and $1.0 million for the years ended 2005, 2004 and 2003, respectively. The approximate minimum rental commitments required under existing noncancelable leases as of December 31, 2005 are as follows (in thousands):



|           |  |   |       
|---------- |  | - | ------
|2006       |  | $ | 2,073 
|2007       |  |   | 1,988 
|2008       |  |   | 1,899 
|2009       |  |   | 1,682 
|Thereafter |  |   | 2,650 
|           |  |   |       
|           |  | $ | 10,292
|           |  |   |       

b. Legal Proceedings

From time to time, the Company is involved in legal proceedings incidental to its business. The Company believes that pending actions, individually and in
the aggregate, will not have a material adverse effect on its financial condition, results of operations or cash flows, and that adequate provision has been made for the resolution of such actions and proceedings.

9. Disclosure About Segments of Enterprise and Related Information

The Company serves its markets and manages its business through four segments, each of which has its own distinct products, manufacturing facilities and administrative and selling functions. The Companys
Advanced Ceramic Operations, located in Costa Mesa, Irvine and San Diego, California, Lexington, Kentucky and Wixom, Michigan primarily produces armor, orthodontic products, components for diesel/automotive applications, and components for
semiconductor equipment, and houses the Companys SRBSN research and development activities. The Companys cathode development and production are handled through its Semicon Associates division located in Lexington, Kentucky. Fused silica
products, including missile radomes, are produced at the Companys Thermo Materials division located in Scottdale and Clarkston, Georgia. Ceramic powders including boron carbide, boron nitride, silicon nitride and silicon carbide are produced
at the Companys ESK Ceramics subsidiary located in Kempten, Germany and Bazet, France. ESK Ceramics also manufactures evaporation boats, high performance pump seals and functional and frictional coatings.



F-19



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##### Table of Contents

CERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



SEGMENT STATEMENT OF OPERATIONS FOR THE YEARS ENDED

DECEMBER 31, 2005, 2004
AND 2003

(amounts in thousands)



|                                                 |  |      |         |   |      |   |         |      |  |   |        
|------------------------------------------------ |  | ---- | ------- | - | ---- | - | ------- | ---- |  | - | -------
|                                                 |  | 2005 |         |   | 2004 |   |         | 2003
|Revenue from External Customers                  |  |      |         |   |      |   |         |      |  |   |        
|ACO                                              |  | $    | 242,836 |   |      | $ | 159,791 |      |  | $ | 80,464 
|ESK Ceramics                                     |  |      | 105,800 |   |      |   | 36,019  |      |  |   |       
|Semicon Associates                               |  |      | 7,444   |   |      |   | 7,509   |      |  |   | 6,861  
|Thermo Materials                                 |  |      | 12,173  |   |      |   | 12,293  |      |  |   | 14,148 
|                                                 |  |      |         |   |      |   |         |      |  |   |        
|Total                                            |  | $    | 368,253 |   |      | $ | 215,612 |      |  | $ | 101,473
|                                                 |  |      |         |   |      |   |         |      |  |   |        
|                                                 |  |      |        
|Depreciation and Amortization                    |  |      |         |   |      |   |         |      |  |   |        
|ACO                                              |  | $    | 5,662   |   |      | $ | 3,508   |      |  | $ | 2,474  
|ESK Ceramics                                     |  |      | 8,191   |   |      |   | 3,033   |      |  |   |       
|Semicon Associates                               |  |      | 372     |   |      |   | 385     |      |  |   | 369    
|Thermo Materials                                 |  |      | 978     |   |      |   | 628     |      |  |   | 485    
|                                                 |  |      |         |   |      |   |         |      |  |   |        
|Total                                            |  | $    | 15,203  |   |      | $ | 7,554   |      |  | $ | 3,328  
|                                                 |  |      |         |   |      |   |         |      |  |   |        
|                                                 |  |      |        
|Segment Income before Provision for Income Taxes |  |      |         |   |      |   |         |      |  |   |        
|ACO                                              |  | $    | 63,655  |   |      | $ | 43,901  |      |  | $ | 16,201 
|ESK Ceramics                                     |  |      | 8,890   |   |      |   | (596    | )    |  |   |       
|Semicon Associates                               |  |      | 894     |   |      |   | 533     |      |  |   | 321    
|Thermo Materials                                 |  |      | (209    | ) |      |   | 81      |      |  |   | 766    
|                                                 |  |      |         |   |      |   |         |      |  |   |        
|Total                                            |  | $    | 73,230  |   |      | $ | 43,919  |      |  | $ | 17,288 
|                                                 |  |      |         |   |      |   |         |      |  |   |        
|                                                 |  |      |        
|Segment Assets                                   |  |      |         |   |      |   |         |      |  |   |        
|ACO                                              |  | $    | 253,426 |   |      | $ | 120,365 |      |  | $ | 89,828 
|ESK Ceramics                                     |  |      | 158,118 |   |      |   | 177,889 |      |  |   |       
|Semicon Associates                               |  |      | 6,111   |   |      |   | 5,874   |      |  |   | 5,685  
|Thermo Materials                                 |  |      | 12,538  |   |      |   | 12,226  |      |  |   | 8,694  
|                                                 |  |      |         |   |      |   |         |      |  |   |        
|Total                                            |  | $    | 430,193 |   |      | $ | 316,354 |      |  | $ | 104,207
|                                                 |  |      |         |   |      |   |         |      |  |   |        
|                                                 |  |      |        
|Expenditures for PP&E                            |  |      |         |   |      |   |         |      |  |   |        
|ACO                                              |  | $    | 12,382  |   |      | $ | 19,825  |      |  | $ | 11,237 
|ESK Ceramics                                     |  |      | 5,826   |   |      |   | 3,186   |      |  |   |       
|Semicon Associates                               |  |      | 223     |   |      |   | 587     |      |  |   | 224    
|Thermo Materials                                 |  |      | 1,792   |   |      |   | 2,965   |      |  |   | 832    
|                                                 |  |      |         |   |      |   |         |      |  |   |        
|Total                                            |  | $    | 20,223  |   |      | $ | 26,563  |      |  | $ | 12,293 
|                                                 |  |      |         |   |      |   |         |      |  |   |        



F-20



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##### Table of Contents

CERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



SEGMENT STATEMENT OF OPERATIONS FOR THE YEARS ENDED

DECEMBER 31, 2005, 2004
AND 2003



|                               |  |      |   |  |      |   |  |      |  
|------------------------------ |  | ---- | - |  | ---- | - |  | ---- | -
|                               |  | 2005 |   |  | 2004 |   |  | 2003 |  
|U.S. net sales (in %)          |  |      |   |  |      |   |  |      |  
|ACO                            |  | 63   | % |  | 69   | % |  | 76   | %
|ESK Ceramics                   |  | 7    | % |  | 4    | % |  | 0    | %
|Semicon Associates             |  | 2    | % |  | 2    | % |  | 6    | %
|Thermo Materials               |  | 2    | % |  | 4    | % |  | 13   | %
|                               |  |      |   |  |      |   |  |      |  
|Total U.S. net sales (in %)    |  | 74   | % |  | 79   | % |  | 95   | %
|                               |  |      |   |  |      |   |  |      |  
|                               |  |      |  
|Foreign net sales (in %)       |  |      |   |  |      |   |  |      |  
|ACO                            |  | 3    | % |  | 5    | % |  | 3    | %
|ESK Ceramics                   |  | 22   | % |  | 13   | % |  | 0    | %
|Semicon Associates             |  | 0    | % |  | 1    | % |  | 1    | %
|Thermo Materials               |  | 1    | % |  | 2    | % |  | 1    | %
|                               |  |      |   |  |      |   |  |      |  
|Total Foreign net sales (in %) |  | 26   | % |  | 21   | % |  | 5    | %
|                               |  |      |   |  |      |   |  |      |  
|                               |  |      |  
|Total net sales (in %)         |  |      |   |  |      |   |  |      |  
|ACO                            |  | 66   | % |  | 74   | % |  | 79   | %
|ESK Ceramics                   |  | 29   | % |  | 17   | % |  | 0    | %
|Semicon Associates             |  | 2    | % |  | 3    | % |  | 7    | %
|Thermo Materials               |  | 3    | % |  | 6    | % |  | 14   | %
|                               |  |      |   |  |      |   |  |      |  
|Total net sales (in %)         |  | 100  | % |  | 100  | % |  | 100  | %
|                               |  |      |   |  |      |   |  |      |  

(amounts in thousands)

The following is revenue by product line for Advanced Ceramic Operations for the years ended:



|              |  |              |         |      |   |         |  |   |       
|------------- |  | ------------ | ------- | ---- | - | ------- |  | - | ------
|              |  | December 31,
|              |  | 2005         |         | 2004 |   | 2003   
|Semiconductor |  | $            | 1,024   |      | $ | 1,418   |  | $ | 1,146 
|Armor         |  |              | 207,111 |      |   | 127,140 |  |   | 58,348
|Orthodontics  |  |              | 9,834   |      |   | 9,765   |  |   | 9,024 
|Automotive    |  |              | 16,019  |      |   | 11,685  |  |   | 4,998 
|Other         |  |              | 8,848   |      |   | 9,783   |  |   | 6,948 
|              |  |              |         |      |   |         |  |   |       
|              |  | $            | 242,836 |      | $ | 159,791 |  | $ | 80,464
|              |  |              |         |      |   |         |  |   |       

10. Stock Options

The Company has stock option plans; the 1994 Stock Incentive Plan and 2003 Stock Incentive Plan. The employee stock purchase plan, the 1995 Employee Stock Purchase Plan ended in December 2005.

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 394,886 shares through December 31, 2005. There are no remaining stock options available to grant under this plan. The options granted under this plan were granted at an exercise price at or above the fair
market value of the Companys common stock at the date of grant, and generally became exercisable over a five-year period for incentive stock options and six months for nonqualified stock options.

The Company may grant options and restricted stock units for up to 1,125,000 shares under the 2003 Stock Incentive Plan. The Company has granted options
for 475,125 shares under this plan through December 31, 2005. There have been cancellations of 12,000 shares associated with this plan through December 31, 2005. Options are granted at or above the fair market value at the date of grant
and generally become



F-21



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##### Table of Contents

CERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



exercisable over a five-year period for incentive stock options and six months for nonqualified options. The plan was amended in 2005 to allow the issuance
of Restricted Stock Units. During the year ended December 31, 2005, the Company issued 77,000 Restricted Stock Units (the Units) to certain directors, officers and employees with a grant date fair value of $22.68 per share for 62,000 and
a grant date fair value of $21.46 for the remaining 15,000.

The following is a summary of stock option activity:



|                               |  |                  |   |  |                              |       |   |                  |           |   |                              |   |       |                  |  |           |                              |  |   |       |  
|------------------------------ |  | ---------------- | - |  | ---------------------------- | ----- | - | ---------------- | --------- | - | ---------------------------- | - | ----- | ---------------- |  | --------- | ---------------------------- |  | - | ----- | -
|                               |  | 2005             |   |  | 2004                         |       |   | 2003             |          
|                               |  | Number ofOptions |   |  | WeightedAverageExercisePrice |       |   | Number ofOptions |           |   | WeightedAverageExercisePrice |   |       | Number ofOptions |  |           | WeightedAverageExercisePrice | 
|Outstanding, beginning of year |  | 1,145,703        |   |  | $                            | 7.79  |   |                  | 1,317,600 |   |                              | $ | 3.91  |                  |  | 1,788,435 |                              |  | $ | 2.35  |  
|Options granted                |  | 37,500           |   |  | $                            | 20.21 |   |                  | 221,625   |   |                              | $ | 22.19 |                  |  | 249,750   |                              |  | $ | 9.70  |  
|Options exercised              |  | (175,708         | ) |  | $                            | (5.45 | ) |                  | (364,122  | ) |                              | $ | (2.65 | )                |  | (707,310  | )                            |  | $ | (2.04 | )
|Options cancelled              |  | (29,625          | ) |  | $                            | (6.43 | ) |                  | (29,400   | ) |                              | $ | (6.17 | )                |  | (13,275   | )                            |  | $ | (2.53 | )
|                               |  |                  |   |  |                              |       |   |                  |           |   |                              |   |       |                  |  |           |                              |  |   |       |  
|Outstanding, end of year       |  | 977,870          |   |  | $                            | 8.73  |   |                  | 1,145,703 |   |                              | $ | 7.79  |                  |  | 1,317,600 |                              |  | $ | 3.91  |  
|                               |  |                  |   |  |                              |       |   |                  |           |   |                              |   |       |                  |  |           |                              |  |   |       |  
|Exercisable, end of year       |  | 623,870          |   |  | $                            | 6.93  |   |                  | 543,978   |   |                              | $ | 4.08  |                  |  | 648,900   |                              |  | $ | 2.29  |  

The following table summarizes information regarding options outstanding and
options exercisable at December 31, 2005:



|                         |  |                  |  |                                         |  |                              |       |                  |         |                              |   |      
|------------------------ |  | ---------------- |  | --------------------------------------- |  | ---------------------------- | ----- | ---------------- | ------- | ---------------------------- | - | -----
|                         |  | Outstanding      |  | Exercisable                            
|Range of Exercise Prices |  | Number ofOptions |  | AverageRemainingContractualLife (Years) |  | WeightedAverageExercisePrice |       | Number ofOptions |         | WeightedAverageExercisePrice
|$1.44 - $2.81            |  | 225,025          |  | 4.33                                    |  | $                            | 2.10  |                  | 160,675 |                              | $ | 2.07 
|$2.98 - $3.58            |  | 339,770          |  | 6.01                                    |  | $                            | 3.13  |                  | 260,570 |                              | $ | 3.11 
|$10.53                   |  | 179,150          |  | 7.69                                    |  | $                            | 10.53 |                  | 110,750 |                              | $ | 10.53
|$21.84 - $24.07          |  | 233,925          |  | 8.61                                    |  | $                            | 16.43 |                  | 91,875  |                              | $ | 21.94



F-22



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##### Table of Contents

CERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



11. Quarterly Financial Information (unaudited)

The results by quarter for 2005 and 2004:



|                         |  |               |        |              |   |                      |  |                  |        |  |   |        
|------------------------ |  | ------------- | ------ | ------------ | - | -------------------- |  | ---------------- | ------ |  | - | -------
|Quarter Ending           |  |               |        |              |   |                      |  |                  |        |  |   |        
|                         |  | March 31,2004 |        | June 30,2004 |   | September 30,2004(1) |  | December 31,2004
|Net sales                |  | $             | 36,687 |              | $ | 39,225               |  | $                | 56,329 |  | $ | 83,371 
|Gross profit             |  |               | 11,653 |              |   | 13,394               |  |                  | 17,956 |  |   | 26,091 
|Net income               |  |               | 5,012  |              |   | 6,482                |  |                  | 7,294  |  |   | 8,785  
|Basic income per share   |  | $             | 0.21   |              | $ | 0.27                 |  | $                | 0.30   |  | $ | 0.36   
|Diluted income per share |  | $             | 0.21   |              | $ | 0.26                 |  | $                | 0.30   |  | $ | 0.35   
|                         |  |               |        |             
|Quarter Ending           |  |               |        |              |   |                      |  |                  |        |  |   |        
|                         |  | March 31,2005 |        | June 30,2005 |   | September 30,2005    |  | December 31,2005
|Net sales                |  | $             | 69,791 |              | $ | 89,903               |  | $                | 94,406 |  | $ | 114,153
|Gross profit             |  |               | 21,897 |              |   | 32,550               |  |                  | 34,830 |  |   | 41,863 
|Net income               |  |               | 5,985  |              |   | 11,400               |  |                  | 13,339 |  |   | 16,054 
|Basic income per share   |  | $             | 0.24   |              | $ | 0.47                 |  | $                | 0.54   |  | $ | 0.64   
|Diluted income per share |  | $             | 0.24   |              | $ | 0.46                 |  | $                | 0.53   |  | $ | 0.63   

---

|(1) | Includes the acquisition of ESKCeramics on August 23, 2004.
|--- | -----------------------------------------------------------



F-23



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##### Table of Contents

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.



|               |  |                |  |                        
|-------------- |  | -------------- |  | -----------------------
|March 16, 2006 |  | 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/ JOEL P. MOSKOWITZ Joel P. Moskowitz       |  | Chairman of the Board,Chief Executive Officer, President and Director (Principal Executive Officer) |  | March 16, 2006
|                                              |  |                                                                                                    
|/s/ JERROLD J. PELLIZZON Jerrold J. Pellizzon |  | Chief Financial Officer(Principal Financial and Accounting Officer)                                 |  | March 16, 2006
|                                              |  |                                                                                                    
|/s/ RICHARD A. ALLIEGRO Richard A. Alliegro   |  | Director                                                                                            |  | March 16, 2006
|                                              |  |                                                                                                    
|/s/ EDUARD BAGDASARIAN Eduard Bagdasarian     |  | Director                                                                                            |  | March 16, 2006
|                                              |  |                                                                                                    
|/s/ FRANK EDELSTEIN Frank Edelstein           |  | Director                                                                                            |  | March 16, 2006
|                                              |  |                                                                                                    
|/s/ MILTON L. LOHR Milton L. Lohr             |  | Director                                                                                            |  | March 16, 2006
|                                              |  |                                                                                                    
|/s/ RICHARD A. KERTSON Richard A. Kertson     |  | Director                                                                                            |  | March 16, 2006



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##### Table of Contents

EXHIBIT INDEX



|            |  |                                                                                                                                                                                                                                                                                                                     
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                         
|2.1         |  | Sale and Purchase Agreement dated June 30, 2004, between registrant and Wacker-Chemie GmbH. Incorporated herein by reference to Exhibit 2.1 of Registrants Form 8-K Current Report dated
August 23, 2004, filed with the Commission on August 26, 2004.                                                            
|            | 
|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, 2004.                                                                
|            | 
|3.2         |  | Certificate of Amendment of Restated Certificate of Incorporation of Ceradyne, Inc., as filed with the Secretary of State of Delaware on May 27, 2004. Incorporated herein by reference to
Exhibit 3.2 to the Registrants Form 10-Q Report for the quarter ended June 30, 2004.                                    
|            | 
|3.3         |  | Bylaws of Registrant. Incorporated herein by reference to Exhibit 3.2 to the Registrants Form 10-Q Report for the period ended June 30, 1996.                                                                                                                                                                      
|            | 
|3.4         |  | Amendment to Bylaws of Registrant, adopted April 29, 1996. Incorporated herein by reference to Exhibit 3.3 to the Registrants Form 10-Q Report for the period ended June 30,
1996.                                                                                                                                 
|            | 
|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        |  | Lease between Trico Rents and the Registrant dated March 23, 1984, covering premises located at 235 Paularino Avenue, Costa Mesa, California. Incorporated herein by reference to Exhibit 10.14
to the Registrants Registration Statement on Form S-1 (File No. 2-90821).                                          
|            | 
|10.2        |  | Lease covering premises located at 3169-A Red Hill Avenue, Costa Mesa, California dated October 28, 1985. Incorporated herein by reference to Exhibit 10.30 to the Registrants Annual
Report on Form 10-K for the fiscal year ended December 31, 1985.                                                             
|            | 
|10.3        |  | Lease dated March 31, 1986 covering premises located at 3163 Red Hill Avenue, Costa Mesa, California. Incorporated herein by reference to Exhibit 10.45 to the Registrants Annual Report
on Form 10-K for the fiscal year ended December 31, 1986.                                                                 
|            | 
|10.4        |  | Lease dated August 5, 1986 covering premises located at 225 Paularino Avenue, Costa Mesa, California. Incorporated herein by reference to Exhibit 10.46 to the Registrants Annual Report
on Form 10-K for the fiscal year ended December 31, 1986.                                                                 
|            | 
|10.5        |  | Short-form Memorandum of Lease Assignment dated December 15, 1986, and Lease dated June 23, 1980, covering premises located at 3449 Church Street, Scottdale, Georgia. Incorporated herein by
reference to Exhibit 10.47 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 1986.
|            | 
|10.6        |  | Joint Development Agreement dated March 28, 1986 between Unitek Corporation and the Registrant, and First and Second Amendments thereto. Incorporated herein by reference to Exhibit 10.52 to
the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 1986.                              
|            | 
|10.7*       |  | 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.                                                                                                                             
|            | 
|10.8*       |  | 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).                                                                                                                            
|            | 
|10.9*       |  | Ceradyne, Inc. 1995 Employee Stock Purchase Plan. Incorporated herein by reference to Exhibit 4.1 to Registrants Registration Statement on Form S-8 (File No. 33-61677).                                                                                                                                           



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##### Table of Contents

|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.10       |  | Amendment No. 2, dated June 5, 1995, to Lease between Trico Rents and the Registrant covering premises located at 235 Paularino Avenue, Costa Mesa, California. Incorporated herein by
reference to Exhibit 10.32 to the Registrants Registration Statement on Form S-1 (File No. 33-62345).                                                                                                                                      
|            | 
|10.11       |  | Amendment No. 2, dated June 5, 1995, to Lease covering premises located at 3169-A Red Hill Avenue, Costa Mesa, California. Incorporated herein by reference to Exhibit 10.33 to the
Registrants Registration Statement on Form S-1 (File No. 33-62345).                                                                                                                                                                           
|            | 
|10.12       |  | Amendment No. 2, dated June 5, 1995, to Lease dated March 31, 1986 covering premises located at 3163 Red Hill Avenue, Costa Mesa, California. Incorporated herein by reference to Exhibit 10.34
to the Registrants Registration Statement on Form S-1 (File No. 33-62345).                                                                                                                                                        
|            | 
|10.13       |  | Amendment No. 2, dated June 5, 1995, to Lease dated August 5, 1986 covering premises located at 225 Paularino Avenue, Costa Mesa, California. Incorporated herein by reference to Exhibit 10.35
to the Registrants Registration Statement on Form S-1 (File No. 33-62345).                                                                                                                                                        
|            | 
|10.14*      |  | 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.                                                                                                                                                                                                                     
|            | 
|10.15*      |  | 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).                                                                                                                                                                                                                                          
|            | 
|10.16*      |  | 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.                                                                                                                                                                                                                     
|            | 
|10.17*      |  | 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.                                                                                                                                                                                                                     
|            | 
|10.18*      |  | 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).                                                                                                                                                                                                                                       
|            | 
|10.19*      |  | Amendment No. 1 to the Ceradyne, Inc. 1995 Employee Stock Purchase Plan. Incorporated herein by reference to Exhibit 4.2 to the Registrants Registration Statement on Form S-8 (File No.
333-64078).                                                                                                                                                                                                                              
|            | 
|10.20       |  | Agreement to Extend Lease and Increase Rental Between Ida S. Borochoff and Lance Borochoff as Co-Trustees of the Charles Z. Borochoff Marital Trust created under the Will of Charles Z.
Borochoff, as Landland and CERADYNE, INC., as Successor to Thermo Materials Corporation, as Tenant. Incorporated herein by reference to Exhibit 10.33 to the Registrants Annual Report on Form 10-K for the year ended December 31,
2002.
|            | 
|10.21*      |  | 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.                                                                                                                                                                                                                           
|            | 
|10.22*      |  | Ceradyne, Inc. 2003 Stock Incentive Plan, as Amended and Restated as of April 11, 2005. Incorporated herein by reference to Exhibit 10.1 to the Registrants Form 8-K Current Report dated
May 23, 2005, filed with the Commission on May 26, 2005.                                                                                                                                                                                
|            | 
|10.23*      |  | 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.                                                                                                                                                                                            
|            | 
|10.24*      |  | 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.                                                                                                                                                                             
|            | 
|10.25       |  | Lease agreement between California State Teachers Retirement System, as Landlord and CERADYNE, INC., as tenant. Incorporated herein by reference to Exhibit 10.23 to the
Registrants Annual Report on Form 10-K for the year ended December 31, 2003.                                                                                                                                                                            



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##### Table of Contents

|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.26       |  | Credit Agreement dated August 18, 2004, between registrant, Wachovia Bank and the other lenders named therein. Incorporated herein by reference to Exhibit 10.1 of Registrants Form 8-K
Current Report dated August 23, 2004, filed with the Commission on August 26, 2004.                                                                                                                                                                                                                                                                         
|            | 
|10.27       |  | Amendment No. 1 dated December 22, 2004, to the Credit Agreement dated August 18, 2004, between registrant, Wachovia Bank and the other lenders named therein. Incorporated herein by reference
to Exhibit 10.25 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2004.                                                                                                                                                                                                                                                
|            | 
|10.28       |  | Amendment No. 2 to Credit Agreement, dated December 13, 2005, between Ceradyne, Inc., Ceradyne ESK, LLC and ESK Ceramics GmbH & Co. KG (collectively, the Borrowers), and the
banks, financial institutions and other lenders party thereto (collectively, the Lenders), and Wachovia Bank, National Association, as collateral agent and administrative agent for the Lenders. Incorporated herein by reference to Exhibit
10.1 of Registrants Form 8-K Current Report dated December 13, 2005, filed with the Commission on December 19, 2005.
|            | 
|10.29*      |  | Cash Fees Payable to Non-Employee Directors for Service on the Board and its Committees. Incorporated herein by reference to Exhibit 10.3 of Registrants Form 8-K Current Report dated
February 28, 2005, filed with the Commission on March 4, 2005.                                                                                                                                                                                                                                                                                               
|            | 
|10.30*      |  | Base Salaries Payable to Executive Officers during 2006. Incorporated herein by reference to Exhibit 10.1 of Registrants Form 8-K Current Report dated March 6, 2006, filed with the
Commission on March 9, 2006.                                                                                                                                                                                                                                                                                                                                   
|            | 
|10.31*      |  | Cash Bonus Plan for Executive Officers for 2006. Incorporated herein by reference to Exhibit 10.2 of Registrants Form 8-K Current Report dated March 6, 2006, filed with the Commission
on March 9, 2006.                                                                                                                                                                                                                                                                                                                                           
|            | 
|10.32       |  | Lease dated March 11, 1997 covering premises located at 3159-A Red Hill Avenue , Costa Mesa, California.                                                                                                                                                                                                                                                                                                                                                                                                                                             
|            | 
|10.33       |  | Extension No. 2, dated February 2, 2005, to Lease dated March 11, 1997 covering premises located at 3159-A Red Hill Avenue , Costa Mesa, California.                                                                                                                                                                                                                                                                                                                                                                                                 
|            | 
|10.34       |  | Lease dated January 24, 2001 covering premises located at 3161 Red Hill Avenue, Costa Mesa, California.                                                                                                                                                                                                                                                                                                                                                                                                                                              
|            | 
|10.35       |  | Extension No. 1, dated February 2, 2005, to Lease dated January 24, 2001 covering premises located at 3161 Red Hill Avenue, Costa Mesa, California.                                                                                                                                                                                                                                                                                                                                                                                                  
|            | 
|10.36       |  | Extension No. 4, dated February 2, 2005, to Lease dated March 31, 1986 covering premises located at 3163 Red Hill Avenue, Costa Mesa, California.                                                                                                                                                                                                                                                                                                                                                                                                    
|            | 
|10.37       |  | Extension No. 4, dated February 2, 2005, to Lease dated October 28, 1985 covering premises located at 3169-A Red Hill Avenue, Costa Mesa, California.                                                                                                                                                                                                                                                                                                                                                                                                
|            | 
|10.38       |  | Lease dated October 28, 1985 covering premises located at 3169-B Red Hill Avenue, Costa Mesa, California.                                                                                                                                                                                                                                                                                                                                                                                                                                            
|            | 
|10.39       |  | Extension No. 4, dated February 2, 2005, to Lease dated October 28, 1985 covering premises located at 3169-B Red Hill Avenue, Costa Mesa, California.                                                                                                                                                                                                                                                                                                                                                                                                
|            | 
|10.40       |  | Extension No. 4, dated February 4, 2005, to Lease dated August 5, 1986 covering premises located at 225 Paularino Avenue, Costa Mesa, California.                                                                                                                                                                                                                                                                                                                                                                                                    
|            | 
|10.41       |  | Lease dated February 4, 2005, covering premises located at 201 Paularino Avenue, Costa Mesa, California.                                                                                                                                                                                                                                                                                                                                                                                                                                             
|            | 
|10.42       |  | Lease dated February 4, 2005, covering premises located at 3159-B Red Hill Avenue, Costa Mesa, California.                                                                                                                                                                                                                                                                                                                                                                                                                                           
|            | 
|10.43       |  | Extension No. 1, dated February 7, 2005, to Lease dated March 23, 2004 covering premises located at 235 Paularino Avenue, Costa Mesa, California.                                                                                                                                                                                                                                                                                                                                                                                                    
|            | 
|10.44       |  | Lease dated August 6, 2001covering premises located at 3165-A Red Hill Avenue, Costa Mesa, California.                                                                                                                                                                                                                                                                                                                                                                                                                                               



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##### Table of Contents

|            |  |                                                                                                                                                                           
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                               
|10.45       |  | Extension No. 1, dated March 9, 2005, to Lease dated August 6, 2001covering premises located at 3165-A Red Hill Avenue, Costa Mesa, California.                           
|            | 
|10.46       |  | Lease dated January 5, 2005 covering premises located at 205 Paularino Avenue, Costa Mesa, California.                                                                    
|            | 
|10.47       |  | Extension No. 1, dated July 14, 2005, to Lease dated January 5, 2005, covering premises located at 205 Paularino Avenue, Costa Mesa, California.                          
|            | 
|12.1        |  | Computation of Ratio of Earnings to Fixed Charges.                                                                                                                        
|            | 
|14.1        |  | Code of Business Conduct and Ethics. Incorporated herein by reference to Exhibit 14.1 to the Registrants Annual Report on Form 10-K for the year ended December 31,
2004.
|            | 
|21.1        |  | Subsidiaries of the Registrant. Incorporated herein by reference to Exhibit 21.1 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2004.     
|            | 
|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.                                                                       

---

|* | Each of these exhibits constitutes a management contract, compensatory plan, or arrangement.
|- | --------------------------------------------------------------------------------------------