UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K

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

For the fiscal year ended December 31, 1999

                                       OR

[ ]  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 000-27579

                                 COORSTEK, INC.

             (Exact name of registrant as specified in its charter)
        COLORADO                                         84-0178380
(State of incorporation)                       (IRS Employer Identification No.)

16000 TABLE MOUNTAIN PARKWAY,  GOLDEN, COLORADO            80403
   (Address of principal executive offices)              (Zip Code)

                                 (303) 277-4000
              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act:

                               Title of each class
                                      NONE

                    Name of each exchange on which registered
                                      NONE

           Securities registered pursuant to Section 12(g) of the Act:
                           $.01 PAR VALUE COMMON STOCK
                                (Title of class)

     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. [X]

     As  of  March  1,  2000,  there  were  7,141,984  shares  of  common  stock
outstanding.  As of such date, the aggregate market value of such shares,  other
than shares held by persons who may be deemed affiliates of the Registrant,  was
$127,147,202.

<PAGE>

                                     PART I

                                 THE CORPORATION

     CoorsTek,  Inc., together with its subsidiaries,  is hereinafter  sometimes
referred to as "CoorsTek" or as the "Company."

     Certain statements in this document constitute "forward-looking statements"
within the meaning of Section 27A of the  Securities Act of 1933 and Section 21E
of the Securities Act of 1934. In general,  such forward-looking  statements are
characterized  by terms  such as  "believe,"  "expect,"  "anticipate,"  "could,"
"will,"  "intend,"  "estimate,"  "continue"  and the like. The  projections  and
statements  contained  in  these  forward-looking  statements  involve  known or
unknown  risks,  uncertainties  and other  factors  that may  cause  the  actual
results,  performance,  or achievements  of CoorsTek to be materially  different
from any future results,  performance,  or achievements  expressed or implied by
the  forward-looking  statements.  Factors  that could cause  actual  results to
differ  materially  are  included,  but are not limited to, those  identified in
"Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations-Factors that May Affect Future Results."

ITEM I.  BUSINESS

GENERAL

     Established in 1911,  CoorsTek develops,  manufactures and sells engineered
solutions  for a  multitude  of  industrial  and  commercial  applications  that
incorporate  advanced materials such as technical ceramics,  engineered plastics
and precision machined metals into components,  assemblies and systems. Advanced
technical  ceramics,  also known as  engineered  ceramics,  are  materials  that
exhibit  superior  mechanical  properties,  corrosion/oxidation  resistance  and
thermal,  electrical,  optical and magnetic  properties.  Recent acquisitions of
companies offering plastics and metals fabrication,  and assembly  capabilities,
have expanded CoorsTek's ability to meet increasing market demand,  particularly
in the semiconductor industry, for a broader spectrum of products and services.

     Prior to January 1, 2000,  CoorsTek  was a wholly owned  subsidiary  of ACX
Technologies,  Inc. ("ACX").  At the close of business on December 31, 1999, ACX
distributed 100% of the shares of CoorsTek to ACX shareholders. Each shareholder
of ACX  received one share of  CoorsTek's  common stock for every four shares of
ACX common stock.  Immediately  after the spin-off,  CoorsTek had  approximately
2,500 shareholders of record and approximately 7,140,000 shares outstanding.

FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS,  FOREIGN OPERATIONS,  AND FOREIGN
SALES

     Certain  financial  information  for the  Company's  business  segments  is
included in the following summary (in thousands):

                                             Depreciation
                           Net      Gross        and                  Capital
                          Sales     Margin   Amortization  Assets   Expenditures
                        --------   -------   ------------ --------  ------------
1999
----
Semiconductor           $111,099   $ 31,953    $  2,494   $ 79,845    $  4,043
Advanced ceramics        253,962     58,710      20,217    247,645      10,518
                        --------   --------    --------   --------    --------
  Consolidated total    $365,061   $ 90,663    $ 22,711   $327,490    $ 14,561
                        ========   ========    ========   ========    ========
1998
----
Semiconductor           $ 17,061   $  4,976    $ 1,337    $ 20,626    $  1,015
Advanced ceramics        279,553     68,732     18,640     257,733      25,875
                        --------   --------    -------    --------    --------
  Consolidated total    $296,614   $ 73,708    $19,977    $278,359    $ 26,890
                        ========   ========    =======    ========    ========

1997
----
Semiconductor           $ 19,199    $6,928     $ 1,527    $ 19,279    $  1,032
Advanced ceramics        285,625    78,075      17,137     243,408      27,780
                        --------    ------     -------    --------    --------
  Consolidated total    $304,824   $85,003     $18,664    $262,687    $ 28,812
                        ========   =======     =======    ========    ========

                                       2


<PAGE>

     Certain financial  information regarding the Company's domestic and foreign
sales is included in the following summary (in thousands):

                                                  DECEMBER 31,
                                         1999         1998         1997
                                       ---------    ---------    ---------
     United States                     $ 304,599    $ 224,295    $ 224,272
     Europe                               35,896       39,338       41,815
     Asia                                 20,507       19,975       23,497
     Canada                                8,995        8,446        8,886
     Other foreign                         7,279        6,696        8,161
     Less: discounts and allowances      (12,215)      (2,136)      (1,807)
                                       ---------    ---------    ---------
          Total                        $ 365,061    $ 296,614    $ 304,824
                                       =========    =========    =========

                                                  DECEMBER 31,
                                         1999         1998         1997
                                       ---------   ---------     ---------
     Long-lived assets, in thousands:
          United States                $ 174,947    $ 151,636    $ 155,796
          Europe                           3,486        3,486        3,101
          Asia                             4,066           --           --
                                       ---------     --------    ---------
               Total                   $ 182,499    $ 155,122    $ 158,897
                                       =========    =========    =========


MARKETS AND PRODUCTS

     CoorsTek  provides  components and  sub-assemblies  to most of the commonly
recognized   industrial   markets.   Using  its  core  competencies  of  design,
engineering  and  manufacturing,  CoorsTek  offers  customers  in these  diverse
markets engineered solutions. The solutions are enabling technologies that allow
components to function efficiently in adverse environments, such as extreme heat
or pressure.

     The  Semiconductor  segment,  which  accounted  for 30% of 1999  sales,  is
expected  to grow 20% to 30% in  2000.  The  Advanced  Ceramics  segment,  which
accounted for 70% of CoorsTek's  1999 revenue,  consisted of the following  four
broad product groupings:  Electronics,  Advanced Products,  Paper and Precision,
and Power  Generation  and Mining.  CoorsTek  believes  that  revenues from this
segment will grow 5% to 7% in 2000.

     In the  Semiconductor  segment,  the Company  manufactures,  assembles  and
integrates  ceramic,  plastic  and  metal  components  for use in  semiconductor
processing  equipment.  This  industry  is  CoorsTek's  fastest  growing  market
segment.  The  following  factors  are  fueling  the  industry's  demand for the
Company's   components  and   assemblies:   increased  use  and  application  of
semiconductor chips; the retooling of semiconductor chip manufacturing machinery
to process the 300 millimeter wafer in addition to the 200 millimeter; increased
outsourcing  of  parts  manufacturing  and  machine  assembly  by  the  original
equipment manufacturers;  and, a shrinking supplier base. Given CoorsTek's metal
machining   capabilities,   cleanroom   facilities,   and   relationships   with
semiconductor  equipment  manufacturers,  management  believes  that CoorsTek is
strategically positioned to increase its market share in this market segment.

     Products from the Electronics group include a wide range of applications in
the aerospace, automotive, computer, defense, power generation and distribution,
and telecommunications  industries.  Materials used include high purity ceramics
often combined with metal  components and precious  metals  plating.  Management
believes  that the current  strength in the  automotive  and  telecommunications
markets will drive future growth opportunities in the electronics market.

     CoorsTek's  Advanced  Products group offers a diverse group of products and
serves the aerospace,  automotive,  chemical and material processing,  computer,
defense,  electrical, fluid handling,  mechanical,  medical, paper and petroleum
industries.  CoorsTek utilizes engineered ceramics,  plastics and metals in this

                                       3

<PAGE>

product group.  Materials and processes offer  specialized  solutions for severe
use  applications.  Management  believes that  performance in this group will be
stable during 2000 given the wide range of industry end users.

     In the Paper and Precision group,  CoorsTek manufactures wear and corrosion
resistant  components for the paper and pulp processing  industry.  Ceramics are
often in a composite form with plastics and/or metals.  This group also includes
precision  ceramic  beams  used in  coordinate  measuring  machines.  Management
believes   that  the   precision   machinery   industry  is  expanding  as  more
manufacturers are moving measuring equipment to the manufacturing  floor, which,
given the uncontrolled environment, requires the thermal stability that ceramics
provides.

     Products  offered by the Power Generation and Mining group include products
used in chemical and material  processing,  mining,  paper and other  mechanical
applications.  These industries use a wide selection of wear resistant ceramics.
Contract,  on site installation  service is often provided.  Management believes
that performance in this category will track general economic conditions.

MATERIALS AND SERVICES

     Ceramic  products can be nearly as hard as diamond,  can withstand  extreme
temperatures  and have excellent  electrical  properties.  As a result,  ceramic
products are ideal materials for a variety of industrial applications. Typically
more expensive than products made from competing materials, such as plastics and
metals,  ceramic products provide higher value by contributing to longer product
life and enabling customers to enhance their technologies.

     While  advanced  technical  ceramics  constitute the majority of CoorsTek's
business,  we believe  there is a large  potential to expand  existing  business
through products that  incorporate  other materials such as metals and plastics.
Two facilities are directly  involved in the precision  machining of metals such
as stainless steel and aluminum for  applications in the  semiconductor  and the
aerospace  industries.  CoorsTek  is capable of  performing  customer  specified
cleanroom assembly and packaging  processes which integrate ceramic products and
metal at both of these manufacturing sites acquired in 1999.

     CoorsTek also  manufactures  fluoropolymer  sealing system plastics used in
the aerospace and industrial  hydraulic  equipment,  fluid handling  systems and
transportation industries.

STRATEGY

     CoorsTek  seeks to grow its  business by devoting  resources to new product
and material development,  internally and through acquisitions,  particularly in
industries that show the most growth potential. In pursuit of this strategy, the
Company purchased Precision  Technologies and Edwards Enterprises in early 1999.
CoorsTek believes these  acquisitions  have strengthened its service  offerings,
particularly in the semiconductor  industry,  by broadening  CoorsTek's material
offerings to include machined aluminum and assembly services.

     The Company  believes its  reputation  for expert  custom  product  design,
product  quality and  customer  service is a valuable  asset for  achieving  its
strategy.  CoorsTek  works with key  customers in diverse  industries to develop
value added, engineered products.  CoorsTek continuously evaluates new materials
and product offerings,  often with customers, in order to anticipate and satisfy
customers'  future needs and to offer a greater  range of products with improved
performance characteristics.

MANUFACTURING AND RAW MATERIALS

     Ceramic manufacturing involves several steps. From raw material preparation
to completion of the finished product, a typical component will be formed, fired
and, if necessary, machined, then inspected, packaged and shipped. The extent to
which a part is  processed  is  dependent  on the  specifications  placed on the
finished product by the customer.  Limitations of the material and manufacturing
process determine whether the part will be processed through secondary finishing
steps to meet the final specification.

                                       4

<PAGE>

     The raw materials  CoorsTek uses in its operations,  primarily  alumina and
aluminum,  are readily  available from diverse  sources.  CoorsTek has long-term
relationships  with suppliers that ensures  consistent and ongoing supply of raw
materials.

     CoorsTek  owns  or  leases   approximately   2.3  million  square  feet  of
manufacturing  space in the United  States and  abroad.  During  1999,  CoorsTek
operated at approximately 76% of available capacity.  While capacity utilization
is not  currently a  significant  constraint  in  CoorsTek's  Advanced  Ceramics
segment,  capacity has become a limiting  factor in the  Semiconductor  segment.
Management  believes  the Company has  adequate  financial  resources to address
production  capacity issues and intends to acquire capacity in the Semiconductor
segment.

SALES AND DISTRIBUTION

     CoorsTek  sells products  primarily to  manufacturers,  including  original
equipment  manufacturers,  for  incorporation  into industrial  applications and
consumer  products.  CoorsTek  generates  sales through  direct sales  employees
located  throughout  the  United  States,  Asia and  Europe  and  manufacturers'
representatives.  CoorsTek's sales personnel,  many with engineering  expertise,
receive substantial  technical  assistance and engineering support from CoorsTek
because of the highly technical nature of its products.

     International sales, primarily in Western European and Far Eastern markets,
constituted  approximately  19%,  25%, and 27% of total  product  sales in 1999,
1998, and 1997, respectively.

     No  single   product  line  accounted  for  more  than  10%  of  CoorsTek's
consolidated net revenue,  although sales to various segment and industry groups
such as the Semiconductor segment, the Electronic Components group, the Advanced
Products  group and the Power  Generation  and Mining group  comprised 30%, 26%,
25%, and 13%, respectively, of CoorsTek's 1999 consolidated net revenue.

     CoorsTek's  10 largest  customers  accounted for  approximately  39% of net
sales for 1999, with one customer,  Applied Materials, Inc., representing 22% of
1999 net sales.  CoorsTek's  dependence on Applied Materials may increase as the
Company further develops its strategic supplier relationship.  Any disruption in
this relationship,  including a downturn in Applied  Materials'  business in the
industries in which it operates,  would have a material adverse effect on sales.
Commitment to consistent  high quality and customer  service has earned CoorsTek
sole  supplier  status  with  several  major  U.S.  manufacturers  and a leading
position with several other major customers.

     As of December  31,  1999,  CoorsTek  had backlog  orders of  approximately
$101.2  million,  as  compared  with $79.5  million  as of  December  31,  1998.
Approximately $78.0 million of the backlog at December 31, 1999 had been shipped
as of March 1, 2000. Customers may place annual orders, with shipments scheduled
over a twelve-month period.  Backlog orders may be higher for certain industrial
product  segments due to longer time periods  between  order and delivery  dates
under  purchase  orders.  Sales are not seasonal but can be sensitive to overall
economic  conditions that affect the users of advanced ceramic and semiconductor
manufacturing equipment. Backlog is not necessarily indicative of past or future
operating results.

COMPETITION

     Competition  in the  advanced  ceramics  industry  is  vigorous  and  comes
primarily  from  Kyocera  Corporation  (Japan),   Morgan  Crucible  Co.  (United
Kingdom), NGK Insulators,  Ltd. (Japan),  CeramTec AG (Germany) and Saint Gobain
(France).  Principal  competitive  factors  in the  worldwide  market  are price
(including  the  impact  of  currency   fluctuations),   quality,  and  delivery
schedules.  CoorsTek believes that it is a significant competitor in most of the
markets it serves and it holds a prominent  position in many product  lines.  It
has maintained long standing  relationships with major corporations by providing
consistent high product quality and customer service.

     The  Company  also  faces  competition  in the  precision  metal  machining
business  and in the  fluoropolymer  materials  business  from  a  multitude  of
relatively small domestic  companies.  CoorsTek believes there is an opportunity
for the Company to compete successfully in these markets.

     Ceramic  materials  offer  advantages  over   conventional   materials  for
applications in which certain  properties  such as high  electrical  resistance,
hardness,  high-temperature  strength, wear and abrasion resistance, and precise

                                       5

<PAGE>

machinability are important.  Ceramic products,  however,  face competition from
metals and other  materials.  For  example,  plastics  are being used instead of
ceramics in certain  computer  and  telecommunications  applications  because of
plastics'  lower cost and lighter  weight.  CoorsTek  believes  that the overall
value of ceramic products continues to be attractive to customers.

RESEARCH AND DEVELOPMENT

     CoorsTek's   ability  to   commercialize   its   technologies  and  compete
effectively in various  markets  depends  significantly  on continued and timely
development of innovative  technology,  materials,  products and processes using
advanced and  cost-efficient  manufacturing  processes.  While  innovation  is a
significant element of CoorsTek's business, it does not have separate,  material
research and development  expenses.  Instead,  innovations are generally made as
part of product  development  on a  case-by-case  basis in  response to customer
orders or needs.

PATENTS, PROPRIETARY RIGHTS AND LICENSES

     CoorsTek holds a number of patents and pending patent  applications  in the
U.S.  and in foreign  countries.  The  Company's  policy  generally is to pursue
patent  protection that is considered  necessary or advisable for the patentable
inventions and technological improvements of the business.  CoorsTek also relies
significantly  on trade secrets,  technical  expertise and know-how,  continuing
technological  innovations and other means, such as  confidentiality  agreements
with  employees,   consultants  and  customers,   to  protect  and  enhance  its
competitive position.

     CoorsTek considers the name "Coors" and the goodwill  associated with it to
be  important  to its customer  recognition.  The Company has  received  certain
licensing rights to use the Coors name.

     CoorsTek  believes  that the Company and its  subsidiaries  own or have the
right  to  use  the  proprietary  technology  and  other  intellectual  property
necessary to its operations. Except as noted above, the Company does not believe
that its success is  materially  dependent  on the  existence or duration of any
individual patent, trademark or license or related group of patents,  trademarks
or licenses.

ENVIRONMENTAL MATTERS

     CoorsTek's   operations   are   subject   to   federal,   state  and  local
environmental,  health and safety laws and regulations  and, in a few instances,
foreign  laws,  that  regulate  health and safety  matters and the  discharge of
materials  into air,  land and water,  and govern the  handling  and disposal of
solid and hazardous wastes. The Company believes it is in substantial compliance
with  applicable  environmental  and health and safety laws and  regulations and
does not believe that costs of compliance with these laws and  regulations  will
have a material  effect on our capital  expenditures,  earnings  or  competitive
position.

     CoorsTek has received a demand for payment arising out of  contamination of
a  semiconductor  manufacturing  facility  formerly  owned  by a  subsidiary  of
CoorsTek,  Coors Components,  Inc. Colorado State environmental  authorities are
seeking clean up of soil and ground water contamination from a subsequent owner.
Although  CoorsTek does not believe it is responsible for the  contamination  or
the cleanup,  the parties agreed to a remediation plan. CoorsTek will manage the
remediation  and is  responsible  for  payment of 10% to 15% of the  remediation
costs in excess of $500,000.  There is no firm  estimate of  potential  clean up
costs, however management does not currently believe it will be material.

     CoorsTek has received a Unilateral  Administrative  Order issued by the EPA
relating to the Rocky Flats  Industrial  Park (RFIP) Site, and is  participating
with the RFIP group to perform an  Engineering  Evaluation/Cost  Analysis on the
property,  including  investigation  and  sampling.  The EPA has not  selected a
remedy but management does not expect costs to exceed reserved amounts.

     CoorsTek and some of its facilities  have been notified that they may be or
have  been  named  as  potentially   responsible   parties  ("PRPs")  under  the
Comprehensive Environmental Response,  Compensation and Liability Act of 1980 or
similar  state laws with  respect to the  remediation  of  certain  sites  where
hazardous  substances have been released into the  environment.  CoorsTek cannot
predict with  certainty the total costs of  remediation,  its share of the total
costs, the extent to which contributions will be available from other parties,

                                       6

<PAGE>

the amount of time necessary to complete the remediation, or the availability of
insurance.  However, based on investigations to date, CoorsTek believes that any
liability  with  respect to these sites  would not be material to the  financial
condition  or results of  operations  of  CoorsTek,  without  consideration  for
insurance recoveries. There can be no certainty, however, that CoorsTek will not
be  named as a PRP at  additional  sites or be  subject  to other  environmental
matters in the future or that the costs  associated with those  additional sites
or matters would not be material.

     In  addition,  CoorsTek has  received  demands or requests for  information
relating to alleged  contamination of various  properties  currently or formerly
owned by CoorsTek or to which CoorsTek  allegedly shipped waste. In management's
opinion,  none of these  claims will result in liability  that would  materially
affect CoorsTek's financial position or results of operations.

EMPLOYEES

     As of  December  31,  1999,  CoorsTek  had  approximately  3,500  full-time
employees.  None  of  the  employees  is  subject  to  a  collective  bargaining
agreement. Management considers its employee relations to be good.

ITEM 2.  PROPERTIES

     CoorsTek  believes that its facilities are well maintained and suitable for
their respective  operations.  The majority of operating  facilities of CoorsTek
are not constrained by capacity issues. However, certain facilities that service
the semiconductor industry are currently experiencing capacity constraints.  The
table below lists CoorsTek's plants and most other physical properties and their
locations  and  character.  Unless  noted,  CoorsTek  owns all of the  following
facilities:

      Location              Type of Facility                Character
      --------              ----------------                ---------
Benton, Arkansas(1)           Manufacturing              Ceramic Products
Grand Junction, Colorado      Manufacturing              Ceramic Products
Chattanooga, Tennessee        Manufacturing              Ceramic Products
Hillsboro, Oregon             Manufacturing              Ceramic Products
Lawrence, Pennsylvania(2)     Manufacturing              Ceramic Products
Norman, Oklahoma              Manufacturing              Ceramic Products
Oklahoma City, Oklahoma(3)    Manufacturing              Ceramic Products
Glenrothes, Scotland          Manufacturing              Ceramic Products
Golden, Colorado(4)           Manufacturing and          Ceramic Products
                              Company Offices

Kyungbook, South Korea        Manufacturing              Ceramic Products
Odessa, Texas                 Manufacturing and          Ceramic Products
                              Distribution Office

Oak Ridge, Tennessee(5)       Manufacturing              Ceramic Products
Austin, Texas(6)              Manufacturing              Ceramic Products and
                                                         Assembly Operations

Newark, California            Manufacturing              Metal Machining and
                                                         Assembly Operations

Livermore, California(6)      Manufacturing              Metal Machining and
                                                         Assembly Operations

El Segundo, California(2)     Manufacturing              Fluoropolymer Products

          ----------
(1)  Three facilities.
(2)  Leased facility.
(3)  Two facilities, one of which is leased.
(4)  Five facilities, one of which is leased.
(5)  Three facilities, one of which is leased.
(6)  Three facilities, all of which are leased.

                                       7

<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

     In the ordinary  course of  business,  CoorsTek  and its  subsidiaries  are
subject to various pending claims, lawsuits and contingent liabilities.  In each
of these cases,  CoorsTek is  vigorously  defending  itself.  CoorsTek  does not
believe that disposition of these matters will have a material adverse effect on
CoorsTek's  consolidated financial position or results of operations.  On August
12, 1999, five current and former employees sued one of CoorsTek's  subsidiaries
in the U.S.  District Court for the Eastern District of Arkansas claiming gender
discrimination,  sexual  harassment and retaliation.  The plaintiffs are seeking
class  certification,  which the Company is resisting based on the  distinctions
among their respective claims.  CoorsTek's  preliminary evaluation indicates the
case is largely  without merit,  however,  the Company does not have  sufficient
information to determine the ultimate outcome or any potential liability related
to these claims.  Specific information regarding environmental legal proceedings
is discussed under the caption "Environmental Matters."

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

          Not applicable.


                                       8

<PAGE>

                                     PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS

     CoorsTek's  common stock is currently  quoted on the National Market System
(NMS) of the National  Association  of Securities  Dealers  Automated  Quotation
System  (NASDAQ)  under the symbol  "CRTK."  The  Company  commenced  trading on
January 4, 2000.

ITEM 6.  SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>

                                                 YEAR ENDED DECEMBER 31,
                                 1999       1998         1997         1996          1995
                                 ----       ----         ----         ----          ----

<S>                           <C>        <C>          <C>          <C>          <C>
                                          (IN THOUSANDS, EXCEPT PER SHARE DATA)
CONSOLIDATED INCOME STATEMENT DATA:
  Net sales                    $365,061   $296,614     $304,824     $276,352     $270,877
  Gross profit                   90,663     73,708       85,003       76,132       80,166
  Selling, general and
    administrative expenses      53,202     37,758       41,754       35,928       36,613
  Asset impairment charges           --     11,814           --           --          438

  Operating income               37,461     24,136       43,249       40,204       43,115
  Interest and other income
    (expense)- net               (4,981)    (3,524)         (68)          (6)         393
  Income tax expense             12,425      7,682       16,192       14,996       14,545
  Net income                     20,055     12,930       26,989       25,202       28,963

  Net income per share of
    common Stock (a)
                               $   2.81   $   1.81     $   3.78     $   3.53     $   4.06

                                                 YEAR ENDED DECEMBER 31,
                                 1999       1998         1997         1996          1995
                                 ----       ----         ----         ----          ----
                                                    (IN THOUSANDS)
Consolidated Balance Sheet Data:
  Total Assets                 $327,490   $278,359     $262,687     $216,635     $189,191
  Working capital                83,674     89,295       71,649       62,480       47,567
  Long-term debt (b)            191,600     50,000           --           --           --
  Total shareholders' equity     59,388    165,825      203,155      163,463      130,381

</TABLE>

(a)  Per share  computations  for current and historical  financial  information
     have been  calculated  using the  actual  number of shares  outstanding  on
     December 31, 1999 as  CoorsTek's  historical  capital  structure  for those
     years was not indicative of the current structure.

(b)  Long-term  debt was to ACX,  the parent  company of  CoorsTek  prior to the
     spin-off.

                                       9


<PAGE>


Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

GENERAL OVERVIEW

     The following  discussion and analysis is based on the separate  historical
financial  statements  of  CoorsTek,  which was formerly  named Coors  Porcelain
Company and operated its business as Coors Ceramics Company.

     CoorsTek  develops,  manufactures  and  sells  engineered  solutions  for a
multitude of industrial and commercial  applications  that incorporate  advanced
materials such as technical ceramics, engineered plastics and precision machined
metals into components, assemblies and systems.

     In December,  1999,  CoorsTek acquired all of the outstanding shares of Doo
Young Semitek Co., Ltd. for  approximately  $3.6 million.  The name of Doo Young
Semitek Co., Ltd. was subsequently changed to CoorsTek Korea Co., Ltd ("CoorsTek
Korea").  The  acquisition  has been accounted for under the purchase  method of
accounting and goodwill of approximately $2.5 million is being amortized over 15
years. CoorsTek Korea, located in Kyungbook, South Korea, manufactures technical
ceramic parts for the semiconductor industry.

     On  March  12,  1999,   CoorsTek  acquired  the  net  assets  of  Precision
Technologies  for  approximately  $22.0 million in cash and 300,000  warrants to
purchase  shares of ACX  common  stock at an  exercise  price  equal to the fair
market value at the date of closing.  In connection  with the spin-off,  the ACX
warrants were converted into 168,767 warrants to purchase CoorsTek common stock.
The  acquisition  has been accounted for under the purchase method of accounting
and goodwill of  approximately  $20.2 million is being  amortized over 20 years.
Precision   Technologies,   located  in  Livermore,   California,   manufactures
precision-machined   parts  for  the   semiconductor,   medical,   and  aircraft
industries.

     On March 1,  1999,  CoorsTek  acquired  all of the  outstanding  shares  of
Edwards  Enterprises for  approximately $18 million in cash. The acquisition has
been  accounted  for under the  purchase  method of  accounting  and goodwill of
approximately   $4.2  million  is  being   amortized  over  20  years.   Edwards
Enterprises,  located in  Newark,  California,  manufactures  precision-machined
parts for the semiconductor and aircraft industries.

     During 1999,  CoorsTek was a wholly owned  subsidiary of ACX  Technologies,
Inc.  ("ACX").  At the close of business on December 31, 1999,  ACX  distributed
100% of the shares of  CoorsTek to ACX  shareholders.  Each  shareholder  of ACX
received  one share of  CoorsTek's  common  stock for every  four  shares of ACX
common stock.  Immediately after the spin-off,  CoorsTek had approximately 2,500
shareholders of record and approximately 7,140,000 shares outstanding.

     ACX provided general  management,  legal,  treasury,  tax,  internal audit,
financial  reporting,  and environmental  services to CoorsTek.  These ACX costs
were  allocated  to CoorsTek in the form of an annual  management  fee. ACX also
provided  centralized cash management and allocated  interest income or interest
expense to CoorsTek based on cash balances. CoorsTek no longer incurs these fees
but the Company will experience costs in 2000 to administer similar functions as
a stand alone public company.

RESULTS OF OPERATIONS

     Year Ended December 31, 1999 to Year Ended December 31, 1998

     Net sales for 1999 were $365.1  million,  an  increase of $68.5  million or
23.1%  from  1998 net sales of  $296.6  million.  The  acquisitions  of  Edwards
Enterprises and Precision  Technologies in March, 1999 accounted for an increase
in net sales of $71.1 million. Excluding these acquisitions, net sales decreased
$2.6  million for the year ended  December  31, 1999  compared  with 1998.  This
decrease is mostly  attributable  to decreased  sales in the Paper and Precision
and  Electronics  product groups as a result of price  competition  and weakened
demand  primarily  experienced in the first half of 1999. The Advanced  Ceramics
segment  sales  strengthened  in the second  half of 1999 as demand and  pricing
improved in these markets.

                                       10

<PAGE>

     As a result of the Edwards and Precision  acquisitions and strong demand in
the  semiconductor  industry,  approximately  30%  of  1999  sales  were  to the
semiconductor  industry,  including approximately 22% to one customer. The other
major  sales  categories  for 1999 in the  Advanced  Ceramics  segment  were the
Electronics  group, the Advanced Products group, the Power Generation and Mining
group, and the Paper and Precision group, which accounted for approximately 26%,
25%, 13%, and 6% of 1999 sales, respectively.

     The Company  expects  gradual sales  improvement  in the Advanced  Ceramics
segment and strong sales  demand to continue in the  Semiconductor  segment.  In
addition,  at the end of January,  2000, the Company began to provide  cleanroom
assembly services for a major semiconductor  market customer.  The assembly work
involves  assembling  various  components,  some of which  are  manufactured  by
CoorsTek,   for  inclusion  in  the  customer's  final  product.  This  assembly
initiative  supports  the  Company's  objective  of  being a  leading  strategic
supplier for the major customers in the markets that CoorsTek  serves.  CoorsTek
expects  the  assembly  business  to result in $25  million  to $35  million  of
additional sales to the semiconductor industry in 2000.

     Gross profit was $90.7  million in 1999, an increase of $17.0 or 23.0% from
$73.7 million in 1998. The increase is attributed to the acquisitions of Edwards
Enterprises and Precision Technologies, which contributed $18.2 million to gross
profit.  Gross margin remained a constant 24.8% from 1998 to 1999.  Gross margin
for 2000 may  experience  some downward  pressure due to the cleanroom  assembly
business  discussed  above.  Although  the  assembly  business  has low  capital
requirements,  margins are projected to be lower than the existing semiconductor
business.

     Operating  income for 1999 was $37.5 million,  an increase of $13.4 million
or 55.6% from 1998 operating income of $24.1 million. Again, the acquisitions of
Edwards  Enterprises and Precision  Technologies  contributed to the increase in
operating  income.  This  increase  was  partially  offset  by $2.1  million  of
nonrecurring costs related to CoorsTek's  spin-off from ACX. In addition,  $11.8
million in asset  impairment  charges  negatively  impacted  operating income in
1998.  In the first  quarter of 1998,  CoorsTek  recorded  $6.2 million in asset
impairment  charges in conjunction  with the  cancellation of the C-4 technology
agreement with IBM. Changes in the market for C-4 applications extended the time
frame for achieving commercial sales beyond original expectations.  This lack of
near term commercial  sales  opportunities,  combined with  increasing  overhead
costs, prompted CoorsTek to negotiate the termination of the agreement with IBM.
In the third quarter of 1998, CoorsTek recorded an additional $5.6 million asset
impairment  charge  related  to the  Chattanooga,  Tennessee  operation.  Strong
offshore  competition in the electronic  package market made it  uneconomical to
have a manufacturing facility dedicated to this product line. Consequently,  the
long-lived assets of Chattanooga were written down to their estimated fair value
using the asset held for use model.

     CoorsTek's  1999  operating  margin was 10.3%  compared  to 12.1% for 1998,
excluding  the impact of asset  impairment  charges.  The  decrease in margin is
primarily  attributable to nonrecurring  costs associated with the spin-off from
ACX. In 2000, the Company expects  operating margin to improve slightly from the
1999 margin.

     Included in selling, general and administrative expenses for 1999 were $5.0
million in  management  fees paid to ACX.  For 1998,  management  fees were $4.7
million.  While CoorsTek will not incur these management fees going forward, the
Company will experience costs to administer the corporate  functions required of
a public company. CoorsTek believes these fees are a reasonable approximation of
the costs the  Company  will  incur in 2000 as a result of being a  stand-alone,
public company.

     Interest  expense for 1999 was $5.0 million  compared  with $4.1 million in
1998.  Interest  expense for both periods is a result of an  allocation  of debt
from ACX. In conjunction  with the spin-off,  CoorsTek paid ACX $200 million for
intercompany  obligations  and a  one-time  dividend.  This  payment  was funded
through  borrowings  under the Company's $270 million credit  Facility.  See the
"Liquidity and Capital Resources"  section for further discussion  regarding the
Company's Credit Facility.  Accordingly,  interest expense will be significantly
higher in 2000.

     The consolidated  effective tax rate was 38.3% for 1999 compared with 37.3%
in 1998.


                                       11

<PAGE>

     Year Ended December 31, 1998 to Year Ended December 31, 1997

     Net sales for 1998 were $296.6 million,  a decline of $8.2 million or 2.7%,
from  1997 net  sales of $304.8  million.  The  lower net sales in 1998  reflect
downturns   resulting  from  pricing   pressures  in  the  pulp  and  paper  and
telecommunication  industries and volume declines in the semiconductor  industry
and the petrochemical industry.

     Gross  profit was $73.7  million in 1998,  a decrease  of $11.3  million or
13.3% from $85.0 million in 1997. The decrease is attributed to increased  price
competition,  particularly in  international  markets due to the strength of the
U.S. dollar compared with certain foreign currencies.  Gross margins declined to
24.8% in 1998 from 27.9% in 1997 due to a decline in the  industries  previously
mentioned and competitive pricing pressures.

     Operating income for 1998 totaled $24.1 million, a decline of $19.1 million
or 44.2%,  from 1997  operating  income of $43.2  million.  Excluding  the asset
impairment  charges and the change to the estimated  depreciable lives discussed
below,  operating  income  totaled $34.0  million,  a decline of $9.2 million or
21.3% from 1997.  In  addition to the $11.8  million  asset  impairment  charges
discussed above, the lower operating income in 1998 reflects a downturn in sales
to customers in key market segments and the effects of currency influenced price
competition resulting from a strong U.S. dollar.

     Operating  margins  declined in 1998 to 8.1% from 14.2% in 1997.  The lower
operating margins in 1998 reflect the $11.8 million in asset impairment charges.
This  decrease is offset by a $2.0  million  positive  impact from the change in
estimated  depreciable  lives  discussed  below,  lower sales  volumes in higher
margin product lines in the semiconductor segment and pulp and paper industries,
and currency influenced price competition.

     In early 1998,  the Company  changed the  estimated  depreciable  lives for
certain  long-lived  assets based on the actual lives  demonstrated  for similar
assets.

     The  allocation  of long term  debt from ACX  resulted  in an  increase  in
interest expense from $110,000 in 1997 to $4.1 million in 1998.

     The consolidated  effective tax rate was 37.3% for 1998 compared with 37.5%
in 1997.

LIQUIDITY AND CAPITAL RESOURCES

     CoorsTek's  liquidity  is  comprised  of  both  internally  and  externally
generated sources and is used to fund short-term working capital needs,  capital
expenditures,  and acquisitions.  Internally  generated liquidity is measured by
net cash from operations.  At December 31, 1999,  CoorsTek's working capital was
$83.7 million with a current ratio of 2.51 to 1.

     In conjunction with the spin-off, CoorsTek negotiated a $270 million Credit
Facility,  which  consists of a $95 million  revolver and an $85 million  Senior
Term A facility,  both maturing in five years,  and a $90 million  Senior Term B
facility,  maturing in seven years (the "Credit Facility").  The Credit Facility
is secured by the accounts  receivable and inventory of the Company.  Currently,
the  interest  rate on the  Revolver  and Senior Term A is LIBOR plus 2% and the
interest  rate on the  Senior  Term B is LIBOR plus  2.75%.  The  interest  rate
spreads on the Credit Facility vary based upon the financial  performance of the
Company.

     At December 31, 1999,  there were no borrowings  under the Credit Facility.
On January 4, 2000, CoorsTek used $200.0 million of the debt proceeds to pay ACX
for intercompany obligations and a one-time dividend. The current unused portion
of the revolver will be used to fund working capital requirements, debt issuance
costs,  internal  growth,  acquisitions,  and  capital  expenditures.   CoorsTek
currently anticipates that no cash dividends will be paid on its common stock in
the  foreseeable  future in order to conserve  cash for the  repayment  of debt,
future  acquisitions  and  capital  expenditures,  and  such  distributions  are
prohibited by the Credit Facility.

     Capital  expenditures for the three years ended December 31, 1999, 1998 and
1997 were $14.6 million, $26.9 million, and $28.8 million,  respectively.  These
capital  expenditures  were  primarily  used  for  the  addition  of  production

                                       12

<PAGE>

capacity,  computerized manufacturing equipment, and enhancing existing computer
systems.  CoorsTek  expects  capital  expenditures  of $25.0 million in 2000, of
which $12.0 to $15.0  million is expected to be for capacity  and/or  capability
additions. Operating leases may also be used to finance additional capacity.

     The impact of inflation  on  CoorsTek's  financial  position and results of
operations  has been  minimal and is not  expected to  adversely  affect  future
results.

IMPACT OF THE YEAR 2000

     The Year 2000 issue is the result of computer  programs being written using
two digits  rather  than four to define a specific  year.  If not  corrected,  a
computer program that uses date-sensitive  software may recognize a date "00" as
the year 1900 rather than the year 2000. This could result in system failures or
erroneous results to various activities and operations.

     CoorsTek   implemented  a  company-wide   program  to  prepare   financial,
manufacturing and other critical systems and applications for the Year 2000. The
program included the establishment of a task force supported by management.  The
Board of  Directors  of ACX  monitored  the  progress of the  program.  The task
force's objective was to ensure an uninterrupted transition from 1999 to 2000 by
assessing,  testing,  and modifying all  information  technology (IT) and non-IT
systems, and third parties such as suppliers and customers.

     As of March 1, 2000, CoorsTek has not encountered any material interruption
related to the Year 2000 transition.

     Through December 31, 1999, CoorsTek spent approximately $101,000 related to
the Year 2000 issue.  CoorsTek did not  separately  track internal costs such as
payroll related costs for its IT group and other  employees  working on the Year
2000  project.  CoorsTek  expensed all costs related to the Year 2000 project as
incurred.  CoorsTek does not  anticipate  any future  expenditures  on Year 2000
compliance issues.

FACTORS THAT MAY AFFECT FUTURE RESULTS

     Certain statements in this document constitute "forward-looking statements"
within the meaning of Section 27A of the  Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. The projections and statements contained
in  these   forward-looking   statements   involve   known  or  unknown   risks,
uncertainties and other factors that may cause the actual results,  performance,
or achievements of CoorsTek to be materially  different from any future results,
performance  or  achievements   expressed  or  implied  by  the  forward-looking
statements.  Specifically,  1) capturing new customers,  successfully increasing
sales to existing  unaffiliated  customers and the success of CoorsTek's  future
years'  revenue  growth  is  dependent  upon  numerous  factors,  including  the
continued strength of the U.S. and key foreign economies,  the relative position
of the U.S. dollar related to key European and Asian currencies,  the actions of
competitors and customers,  CoorsTek's  ability to execute its marketing  plans,
and the ability of CoorsTek to maintain or increase sales to existing  customers
and  capture new  business;  2)  CoorsTek's  ability to  increase  revenues  and
operating  income is dependent upon its ability to continue its track record for
new product  innovation,  the availability  and pricing of substitute  materials
such  as  metals  and  plastics,  the  performance  of key  industries  such  as
semiconductor,  automotive,  and  electronics  and other factors;  3) CoorsTek's
ability to successfully execute its assembly business initiative is dependent on
its ability to continue to provide quality and timely manufacturing, innovation,
and  service  to its  customers;  4)  CoorsTek's  ability  to  absorb  the costs
associated with doing business as a public company;  5) CoorsTek's net income is
sensitive to  fluctuation in short-term  interest  rates  (because  CoorsTek has
substantial outstanding borrowings that base interest at variable rates based on
short-term  market  interest  rates);  6)  CoorsTek's  ability  to  successfully
integrate  and  operate  businesses  that  may be  acquired  in the  future;  7)
CoorsTek's  ability to achieve its business  strategy is dependent upon securing
adequate financing;  and 8) CoorsTek's compliance with the revenue ruling issued
by the IRS in connection with the spin-off of CoorsTek by ACX.

                                       13

<PAGE>


A  significant  downturn  in  the  semiconductor  sector  may  adversely  affect
revenues.

     CoorsTek's   greatest  industry   concentration  is  in  the  semiconductor
industry,  which  represented 30% of 1999 revenue and is expected to increase in
2000.  If this  market  experiences  a  downturn,  revenues  will be  negatively
affected.  To mitigate  this risk,  the Company is  attempting  to diversify its
revenue base into other high growth industries, such as telecommunications.

Reliance on one  significant  customer in the  semiconductor  industry  may hurt
growth and profitability prospects if that customer decreases its purchases from
CoorsTek or experiences a downturn in its business.

     Applied  Materials  accounted for 22% of CoorsTek's 1999 revenue.  CoorsTek
expects  this  percentage  to increase in 2000.  If CoorsTek  fails to meet this
customer's  quality and  delivery  requirements,  the  customer may decrease its
purchases.  Similarly,  if this customer loses market share,  it may also reduce
its purchases  from CoorsTek.  While meeting its customers'  needs and providing
quality  products  and  services  is a key  management  objective,  there  is no
guarantee that CoorsTek will continuously achieve this objective.

     The Company is seeking to  diversify  its  customer  base to include  other
semiconductor equipment manufacturers.

Increased  competition  from other  materials  and overseas  suppliers may limit
CoorsTek's ability to increase market share. This competition may be intensified
depending on the value of the U.S. dollar vis-a-vis foreign currencies.

     Competitive  factors  in the  industries  CoorsTek  serves  include  price,
quality,  and  delivery.  Materials  other  than  ceramics,  such as metals  and
plastics, may also be considered as competitive  alternatives to ceramics in the
Company's Advanced Ceramics segment. However, because the physical properties of
ceramics may increase  the life span of certain  components,  ceramics are often
considered the material of choice for certain applications. In the Semiconductor
segment,  CoorsTek  faces  competition  from a  multitude  of  relatively  small
domestic companies.  In the current environment,  many of these companies do not
have the capital to meet the increased market demand. While CoorsTek believes it
can compete successfully in both of these segments, the Company cannot guarantee
its ability to do so.

     Additionally,  international  sales comprised 19% of 1999 revenue.  Some of
these sales are priced in local  currencies.  CoorsTek from time to time engages
in hedging activities against fluctuations in foreign currency prices.

Intense competitive pricing may hurt margins and therefore earnings.

     At times,  certain  markets may experience  pricing  pressure.  In order to
mitigate  this  risk,  the  Company  has been  focusing  much of its  efforts on
controlling costs and improving manufacturing  efficiencies.  The results of the
Company's efforts are not determinable at this time.

The demand for many of  CoorsTek's  products is  sensitive  to general  economic
conditions.  If the economy  experiences  a downturn,  the  Company's  financial
performance may be impacted.

     CoorsTek  sells  many  of its  products  to  industrial  manufacturers  for
incorporation into their products. Demand for the end products and therefore the
Company's  products may decrease during a weak economy.  The  diversification of
CoorsTek's end user market may mitigate some of this cyclical risk, although the
Company cannot guarantee this will occur.

The need to comply with  extensive  governmental  regulation  may  increase  the
Company's operating costs.

     CoorsTek is subject to numerous  international and U.S. federal,  state and
local  environmental  laws and  regulations.  The Company's  operations are also
subject to laws and regulations  relating to worker health and workplace safety.
CoorsTek believes that liabilities for current environmental  conditions and the
potential cost of compliance with existing  environmental or occupational health
and safety laws and regulations  will not have a material  adverse effect on the
Company's businesses or financial condition. However, future changes in laws and

                                       14

<PAGE>

regulations cannot be predicted and therefore may result in increased  operating
costs and reduced productivity. See "Business - Environmental Matters."

CoorsTek is party to litigation that, if adversely determined,  could weaken the
Company's financial condition.

     In the  ordinary  course  of  business,  CoorsTek  is  subject  to  claims,
lawsuits,  and contingent  liabilities,  including  claims by current and former
employees.  Although CoorsTek is defending against these cases, it cannot assure
that the ultimate  outcome of any or all of these cases will not have a material
adverse effect on the Company's  business,  financial  condition,  or results of
operations. See "Business - Legal Proceedings."

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Changes in interest rates will impact the earnings of CoorsTek.

     CoorsTek has  approximately  $223 million of floating interest rate debt as
of March 1, 2000. As interest rates fluctuate,  CoorsTek may experience interest
increases  which may  materially  impact  financial  results.  For  example,  if
interest  rates were to increase or decrease  1%, the result  would be an annual
increase or decrease of interest expense of $2.2 million dollars.

Changes in the relationship  between the U.S. dollar and foreign  currencies may
impact the earnings of CoorsTek.

     For the years ended December 31, 1999, 1998 and 1997, approximately 3%, 4%,
and 4%,  respectively,  of CoorsTek's  revenue was generated by its operation in
Scotland.  CoorsTek sells products directly through its subsidiaries in Scotland
and Korea,  which was acquired in December 1999, and through  domestic  channels
that have end-user  customers  located outside the United States.  CoorsTek uses
the U.S.  dollar as its functional  currency,  except for operations in Scotland
and Korea.  The assets  and  liabilities  of these two  foreign  operations  are
translated  into U.S.  dollars at an  exchange  rate in effect at the period end
date. Income and expense items are translated at the year-to-date  average rate.
An increase in the exchange  value of the United States dollar reduces the value
of revenue and profits  generated  by  CoorsTek's  international  operations  in
Scotland and Korea.  Periodically,  CoorsTek  hedges the dollar against  foreign
currencies  used in certain  markets in order to mitigate the effects of adverse
currency fluctuations when sales are made in the foreign currency.  The strength
of the dollar  relative to the currency of our customers or competitors may have
a  material  effect  on  CoorsTek's  profit  margins  or sales to  international
customers.


                                       15

<PAGE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                            Page
                                                                            ----

Report of Independent Accountants                                            17


Consolidated Statement of Income and Comprehensive Income for
    each of the three years ended December 31, 1999                          18


Consolidated Balance Sheet at December 31, 1999 and 1998                     19


Consolidated Statement of Cash Flows for each of the three
    years ended December 31, 1999                                            20


Consolidated Statement of Shareholders' Equity for each of
    the three years ended December 31, 1999                                  21


Notes to Consolidated Financial Statements                                   22


Financial Statement schedule for the fiscal years ended
    December 31, 1999, 1998 and 1997
       Schedule II--Valuation and Qualifying Accounts                        36



                                       16


<PAGE>


                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of CoorsTek, Inc.

     In  our  opinion,  the  consolidated  financial  statements  listed  in the
accompanying  index  present  fairly,  in all material  respects,  the financial
position of CoorsTek,  Inc. and its  subsidiaries at December 31, 1999 and 1998,
and the results of their  operations  and their cash flows for each of the three
years in the period ended  December  31, 1999,  in  conformity  with  accounting
principles generally accepted in the United States. In addition, in our opinion,
the financial  statement  schedule  listed in the  accompanying  index  presents
fairly in all material respects,  the information set forth therein when read in
conjunction with the related consolidated financial statements.  These financial
statements and the financial  statement  schedule are the  responsibility of the
Company's  management;  our  responsibility  is to  express  an opinion on these
financial  statements and the financial  statement schedule based on our audits.
We  conducted  our  audits  of these  statements  in  accordance  with  auditing
standards  generally  accepted in the United States,  which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  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 the opinion  expressed
above.


/s/PRICEWATERHOUSECOOPERS LLP
-----------------------------
PRICEWATERHOUSECOOPERS LLP

Denver, Colorado
February 17, 2000


                       MANAGEMENT'S REPORT TO SHAREHOLDERS

     Management is responsible for the preparation, integrity and objectivity of
the financial  statements and all other financial  information  included in this
report. The financial statements have been prepared in accordance with generally
accepted  accounting  principles.  Where  necessary,  the  amounts  may  reflect
estimates based on management's  best  judgement.  Management  believes that all
material uncertainties have been appropriately accounted for and disclosed.

     Management has established and maintains a system of accounting  procedures
and related internal controls designed to provide reasonable assurance regarding
the  safeguarding  of assets against loss and the reliability of the preparation
and presentation of its financial statements.

     On  the  recommendation  of  management,   PricewaterhouseCoopers  LLP  was
selected  to  conduct  an  objective,  independent  audit  of  the  consolidated
financial statements. The opinion of the independent accountants is shown above.

     The Board of Directors,  operating through its Audit Committee  composed of
outside directors,  monitors  CoorsTek's  accounting control systems and reviews
the results of the auditing  activities.  The Audit Committee  meets  regularly,
either   separately  or  jointly,   with   representatives   of  management  and
PricewaterhouseCoopers     LLP.     To     ensure     complete     independence,
PricewaterhouseCoopers  LLP has full and free access to the Audit  Committee and
may meet with or without the presence of management.





/s/JOHN K. COORS                                  /s/JOSEPH G. WARREN, JR.
----------------                                  ------------------------
JOHN K. COORS                                     JOSEPH G. WARREN, JR.
President                                         Chief Financial Officer

                                       17

<PAGE>


                                 COORSTEK, INC.

            CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

                                                    YEAR ENDED DECEMBER 31,
                                                1999       1998          1997
                                             ---------   ---------    ----------

NET SALES                                    $ 365,061   $ 296,614    $ 304,824
Cost of goods sold                             274,398     222,906      219,821
                                             ---------   ---------    ---------
GROSS PROFIT                                    90,663      73,708       85,003

Selling, general and administrative             53,202      37,758       41,754
Asset impairment charge                             --      11,814           --
                                             ---------   ---------    ---------
OPERATING INCOME                                37,461      24,136       43,249

Interest expense, net
                                                 4,981       3,524           28
Other expense                                       --          --           40
                                             ---------   ---------    ---------

INCOME BEFORE INCOME TAXES                      32,480      20,612       43,181


Income tax expense                              12,425       7,682       16,192
                                             ---------   ---------    ---------

NET INCOME                                   $  20,055   $  12,930    $  26,989
                                             =========   =========    =========

OTHER COMPREHENSIVE INCOME (EXPENSE):
  Minimum pension liability adjustment,
    net of tax of $167                              --        (281)          --
  Foreign currency translation
    adjustments                                     77         (56)          27
                                             ---------   ---------    ---------

COMPREHENSIVE INCOME                         $  20,132   $  12,593    $  27,016
                                             =========   =========    =========

NET INCOME PER SHARE OF COMMON STOCK         $    2.81   $    1.81    $    3.78
                                             =========   =========    =========

SHARES OUTSTANDING                               7,142       7,142        7,142
                                             =========   =========    =========



                 See Notes to Consolidated Financial Statements.



                                       18


<PAGE>



                                 COORSTEK, INC.

                           CONSOLIDATED BALANCE SHEET
                        (IN THOUSANDS, EXCEPT SHARE DATA)

                                                                  December 31,
                                                               1999        1998
                                                               ----        ----
                      ASSETS

CURRENT ASSETS:

  Cash and cash equivalents                                     $ --   $ 17,203
  Accounts receivable, less allowance for doubtful
    accounts of $2,765 in 1999 and $1,839 in 1998             50,318     39,044
  Inventories                                                 73,015     56,223
  Deferred tax assets                                          9,118      5,819
  Other assets                                                 6,483      4,422
                                                            --------   --------
     TOTAL CURRENT ASSETS                                    138,934    122,711

Properties, net                                              142,898    131,324
Goodwill, less accumulated amortization of
  $5,718 in 1999 and $3,656 in 1998                           39,601     11,839
Other noncurrent assets                                        6,057     12,485
                                                            --------   --------

TOTAL ASSETS                                                $327,490   $278,359
                                                            ========   ========

    LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Short-term debt payable to Parent                         $  8,400      $  --
  Accounts payable                                            15,846     10,837
  Accrued salaries and vacation                               14,038     11,794
  Taxes other than income                                      3,959      2,874
  Other current liabilities                                   13,017      7,911
                                                            --------   --------
     TOTAL CURRENT LIABILITIES                                55,260     33,416

Long-term debt payable to Parent                             191,600     50,000
Accrued postretirement benefits                               15,489     15,327
Other long-term liabilities                                    5,753     13,791
                                                            --------   --------

TOTAL LIABILITIES                                            268,102    112,534
                                                            --------   --------

SHAREHOLDERS' EQUITY:
Common  stock, $.01 par value, 100,000,000
  shares authorized and 7,141,984 shares
  issued in 1999; $50 par value, 200,000
  shares authorized and issued in 1998                            72     10,000
Paid-in capital                                               57,802     75,060
Paid-in capital - warrants                                     1,600         --
Retained earnings                                                 --     80,928
Accumulated other comprehensive loss                             (86)      (163)
                                                            --------   --------
     TOTAL SHAREHOLDERS' EQUITY                               59,388    165,825
                                                            --------   --------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                  $327,490   $278,359
                                                            ========   ========

                 See Notes to Consolidated Financial Statements

                                       19


<PAGE>

                                 COORSTEK, INC.

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (IN THOUSANDS)

                                                    YEAR ENDED DECEMBER 31,
                                                1999       1998          1997
                                               --------    --------    --------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                   $ 20,055    $ 12,930    $ 26,989
  Adjustments to reconcile net income to net
    cash provided by operating activities:
    Depreciation and amortization                22,711      19,977      18,664
    Asset impairment charges                         --      11,814          --
    Change in deferred income taxes                 246      (3,372)       (972)
    (Gain) loss on sale of properties               332        (810)        303
    Change in current assets and current
      liabilities, net of effects from
      acquisitions:
      Accounts receivable                        (5,027)      5,386      (5,842)
      Inventories                                (7,321)     (1,640)     (3,657)
      Other assets                               (1,425)        540      (1,044)
      Accounts payable                            6,485      (5,460)      3,899
      Accrued expenses and other liabilities      4,617        (163)      1,853
    Change in deferred items and other           (2,273)      3,313      (1,185)
                                               --------    --------    --------
NET CASH PROVIDED BY OPERATING ACTIVITIES        38,400      42,515      39,008
                                               --------    --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to properties                       (14,561)    (26,890)    (28,812)
  Acquisitions, net of cash acquired            (58,053)       (915)    (15,781)
  Proceeds from sale of properties                    3       1,863          89
  Other                                          (1,632)       (343)       (284)
                                               --------    --------    --------
NET CASH USED IN INVESTING ACTIVITIES           (74,243)    (26,285)    (44,788)
                                               --------    --------    --------

NET CASH PROVIDED BY (USED IN) FINANCING
  ACTIVITIES:
  Net capital contributions from (to) Parent     18,640         (15)      5,829
                                               --------    --------    --------
CASH AND CASH EQUIVALENTS:
  Net increase (decrease) in cash and cash
    equivalents                                 (17,203)     16,215          49
  Balance at beginning of period                 17,203         988         939
                                               --------    --------    --------
  Balance at end of period                         $ --    $ 17,203    $    988
                                               ========    ========    ========



                 See Notes to Consolidated Financial Statements.

                                       20


<PAGE>



                                 COORSTEK, INC.

                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>

                                                                     Paid-in                    Other
                                           Common       Paid-in      Capital     Retained   Comprehensive
                                           Stock        Capital      Warrants    Earnings   Income (Loss)        Total
                                           ------       ---------    --------   ---------   -------------      ---------

<S>                                       <C>          <C>          <C>        <C>          <C>               <C>
Balance at December 31, 1996               $  10,000    $ 112,307    $     --   $  41,009    $       147       $ 163,463
Net capital contribution from Parent              --       12,676          --          --             --          12,676
Net income                                        --           --          --      26,989             --          26,989
Cumulative translation adjustment                 --           --          --          --             27              27
                                           ---------    ---------    --------   ---------    -----------       ---------
Balance at December 31, 1997                  10,000      124,983          --      67,998            174         203,155

Net capital distribution to Parent                --      (49,923)         --          --             --         (49,923)
Net income                                        --           --          --      12,930             --          12,930
Minimum pension liability
  adjustment                                      --           --          --          --           (281)           (281)
Cumulative translation adjustment                 --           --          --          --            (56)            (56)
                                           ---------    ---------    --------   ---------    -----------       ---------
Balance at December 31, 1998                  10,000       75,060          --      80,928           (163)        165,825

Net income                                        --           --          --      20,055             --          20,055
Net capital contribution from Parent              --        3,445          --          --             --           3,445
Issuance of warrants                              --           --       1,600          --             --           1,600
Cumulative translation adjustment                 --           --          --          --             77              77
Spin-off recapitalization                     (9,928)     (20,703)         --    (100,983)           --         (131,614)
                                           ---------    ---------    --------   ---------    -----------       ---------

Balance at December 31, 1999               $      72    $  57,802    $  1,600   $      --    $       (86)      $  59,388
                                           =========    =========    ========   =========    ===========       =========

</TABLE>






                 See Notes to Consolidated Financial Statements.

                                       21


<PAGE>



                                 COORSTEK, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.   GENERAL INFORMATION

     The accompanying  financial  statements and notes are based on the separate
historical  financial  statements of CoorsTek,  Inc.,  which was formerly  named
Coors Porcelain Company and operated its business as Coors Ceramics Company (the
"Company" or "CoorsTek").  During the periods  presented,  CoorsTek was a wholly
owned subsidiary of ACX Technologies,  Inc. ("ACX" or "Parent"). At the close of
business on December 31, 1999, ACX distributed a dividend to its shareholders of
all outstanding shares of CoorsTek common stock based on a ratio of one share of
CoorsTek common stock for every four shares of ACX common stock held.

     Established in 1911,  CoorsTek develops,  manufactures and sells engineered
solutions  for a  multitude  of  industrial  and  commercial  applications  that
incorporate  advanced materials such as technical ceramics,  engineered plastics
and precision machined metals into components, assemblies and systems.

NOTE 2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     BASIS OF PRESENTATION:  The consolidated  financial  statements include the
assets,   liabilities,   results  of  operations,  cash  flows  and  changes  in
shareholders' equity of CoorsTek and its wholly owned subsidiaries. All material
intercompany  accounts and  transactions  have been  eliminated.  CoorsTek was a
wholly  owned  subsidiary  of ACX for the periods  presented.  The  consolidated
financial  statements have been prepared in conformity  with generally  accepted
accounting  principles,  using  management's  best  estimates and judgments when
appropriate.

     The  consolidated  financial  statements  include  allocations  of  certain
charges from ACX for general management,  legal, treasury,  tax, internal audit,
financial  reporting,  environmental  affairs and other miscellaneous  services.
Management  believes  the  charges are a  reasonable  estimate of the costs that
would have been incurred by CoorsTek on a stand-alone basis.

     USE OF ESTIMATES:  The  preparation  of financial  statements in accordance
with  generally  accepted  accounting  principles  requires  management  to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  as well as revenues  and  expenses  reported for the
periods presented. Actual results can differ from these estimates.

     CASH AND CASH  EQUIVALENTS:  CoorsTek  defines cash  equivalents  as highly
liquid  investments  with original  maturities of 90 days or less.  The carrying
value of CoorsTek's cash equivalents approximates their fair market value.

     INVENTORIES: Inventories are stated at the lower-of-cost or market. Cost is
determined by the first-in,  first-out  (FIFO)  method.  The  classification  of
inventories, in thousands, was as follows:

                                                          DECEMBER 31,
                                                      1999            1998
                                                      ----            ----

     Finished                                       $30,856         $21,890
     In process                                      27,107          22,049
     Raw materials                                   15,052          12,284
                                                    -------         -------
          Total inventories                         $73,015         $56,223
                                                    =======         =======

                                       22


<PAGE>


                                 COORSTEK, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

     PROPERTIES:  Land,  buildings,  equipment  and goodwill are stated at cost.
Depreciation and amortization are recorded principally on a straight-line method
over the estimated useful lives of the asset as follows:

  Buildings and improvements     10 to 30 years
  Machinery and equipment        3 to 30 years
  Leasehold improvements         The  shortest of the useful life, lease term or
                                 20 years
  Goodwill                       The shorter of the useful life or 20 years

     The cost of properties and related accumulated depreciation,  in thousands,
consisted of the following:

                                                          DECEMBER 31,
                                                      1999            1998
                                                      ----            ----

     Land and improvements                          $  7,724        $  6,401
     Buildings                                        75,244          65,739
     Machinery and equipment                         233,904         197,513
     Construction in progress                         13,624          12,178
                                                    --------        --------
                                                     330,496         281,831
     Less: accumulated depreciation                 (187,598)       (150,507)
                                                    --------        --------
          Net properties                            $142,898        $131,324
                                                    ========        ========


     Accelerated   depreciation  methods  are  generally  used  for  income  tax
purposes.  Expenditures for new facilities and improvements  that  substantially
extend the capacity or useful life of an asset are capitalized. Ordinary repairs
and maintenance are expensed as incurred.

     In early 1998, CoorsTek changed the estimated depreciable lives for certain
long-lived  assets based on the actual lives exhibited for similar  assets.  The
effect of this change positively  impacted earnings before interest and taxes by
approximately $2.0 million in 1998.

     IMPAIRMENT  OF LONG-LIVED  ASSETS AND  IDENTIFIABLE  INTANGIBLES:  CoorsTek
periodically  reviews long-lived assets,  identifiable  intangibles and goodwill
for impairment  whenever events or changes in business  conditions  indicate the
carrying amount of the assets may not be fully  recoverable.  Measurement of the
impairment  loss is  based  on fair  value  of the  asset,  which  is  generally
determined by the discounting of future estimated cash flows. See Note 4.

     REVENUE  RECOGNITION:  Revenues are recognized  when finished  products are
shipped to customers or services have been rendered.

     CONCENTRATIONS OF CREDIT RISK: Sales to individual customers and industries
potentially  subject the Company to  concentrations of credit risk. In 1999, 22%
of  CoorsTek's  sales  were  to one  customer  and  30%  of  sales  were  to the
semiconductor industry.

     PARENT ALLOCATIONS:  Selling,  general and administrative expense for 1999,
1998 and  1997  includes  allocation  of $5.0  million,  $4.7  million  and $5.0
million, respectively, of certain ACX corporate expenses for general management,
legal,  treasury,  tax,  internal audit,  financial  reporting and environmental
services.  In  determining  the  allocation  of ACX  corporate  costs,  CoorsTek
performed a review of 1) the services performed by ACX, 2) headcount, facilities
and sales comparisons and 3) management oversight provided to CoorsTek,  as well
as other factors.  CoorsTek will not incur these  management fees going forward,
but  believes  they are a  reasonable  estimate  of the costs it will incur as a
stand-alone, public company.

                                       23

<PAGE>

                                 COORSTEK, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

     Long-term  debt at December  31, 1999  relates to the note issued to ACX in
connection with the spin-off (see Note 10).  Long-term debt at December 31, 1998
consists of intercompany debt transferred from ACX at an annual interest rate of
8%. CoorsTek had no intercompany  debt prior to 1998.  Interest  expense for the
years ended  December  31, 1999 and 1998  includes  $4.0  million paid to ACX in
connection with the $50.0 million of debt owed to ACX. Interest income (expense)
includes ($0.9) million and $.5 million earned (paid) from the  participation in
ACX's cash management  system during the years ended December 31, 1999 and 1998,
respectively.  No interest  income was earned from  participation  in ACX's cash
management  system during 1997. If intercompany  debt had been  transferred from
ACX in 1997, the debt costs would have been  approximately  $4.0 million on debt
of $50.0 million.

     ENVIRONMENTAL  EXPENDITURES:  Environmental  expenditures  that  relate  to
current operations are expensed or capitalized as appropriate. Expenditures that
relate to an  existing  condition  caused by past  operations,  and which do not
contribute to current or future revenue  generation,  are expensed.  Liabilities
are recorded when environmental assessments and/or remedial efforts are probable
and the costs can be reasonably estimated.

     HEDGING  TRANSACTIONS:  CoorsTek  from  time to  time  engages  in  hedging
activities against fluctuations in foreign currency prices. These activities are
immaterial to CoorsTek and are expected to remain so in the future.

     EARNINGS PER SHARE:  Prior to December 31, 1999,  CoorsTek was not a public
company and the capital  structure was not indicative of the current  structure.
As such,  earnings per share for 1999, 1998 and 1997 has been  calculated  using
the  actual  number of shares  distributed  on  December  31,  1999.  There were
7,141,984 shares outstanding on December 31, 1999.

     ADOPTION OF NEW  ACCOUNTING  STANDARDS:  Statement of Financial  Accounting
Standards  (SFAS) No. 133  "Accounting  for Derivative  Instruments  and Hedging
Activities," which establishes accounting and reporting standards for derivative
instruments  and for hedging  activities was issued in June 1998. This statement
requires the  recognition of all  derivatives as either assets or liabilities at
fair value in the statement of financial  position.  This statement is effective
for the year ending  December  31,  2001 and is not  expected to have a material
effect on CoorsTek's financial statements.

NOTE 3.   ACQUISITIONS

     On December 17, 1999,  CoorsTek  acquired all of the outstanding  shares of
Doo Young Semitek Co.,  Ltd. for  approximately  $3.6  million.  The name of Doo
Young Semitek Co., Ltd. was  subsequently  changed to  ("CoorsTek  Korea").  The
acquisition  has been accounted for under the purchase  method of accounting and
goodwill  of  approximately  $2.5  million  is being  amortized  over 15  years.
CoorsTek  Korea,  located in  Kyungbook,  South  Korea,  manufactures  technical
ceramic parts for the semiconductor industry.

     On  March  12,  1999,   CoorsTek  acquired  the  net  assets  of  Precision
Technologies  for  approximately  $22.0 million in cash and 300,000  warrants to
receive  shares of ACX's  common  stock at an  exercise  price equal to the fair
market value at the date of close. Pursuant to the spin-off, these warrants were
converted into warrants to purchase  168,767 shares of CoorsTek  common stock at
an exercise price of $22.22 per share.  The  acquisition  has been accounted for
under the purchase  method of accounting,  and goodwill of  approximately  $20.2
million is being  amortized over 20 years.  Precision  Technologies,  located in
Livermore,   California,   manufactures   precision-machined   parts   for   the
semiconductor,  medical and aircraft  industries.  The results of operations for
Precision are reflected in the results of consolidated CoorsTek from the date of
acquisition.

     On March 1,  1999,  CoorsTek  acquired  all of the  outstanding  shares  of
Edwards  Enterprises for approximately  $18.0 million.  The acquisition has been
accounted  for  under  the  purchase   method  of  accounting  and  goodwill  of
approximately   $4.2  million  is  being   amortized  over  20  years.   Edwards
Enterprises,  located in  Newark,  California,  manufactures  precision-machined
parts for the semiconductor  industry. The results of operations for Edwards are
reflected in the results of consolidated CoorsTek from the date of acquisition.


                                       24

<PAGE>
                                 COORSTEK, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

     In May of 1998,  CoorsTek  acquired the assets of Pulsation  Equipment  for
$0.9 million.  The  acquisition  was accounted for under the purchase  method of
accounting and goodwill of approximately $0.8 million is being amortized over 15
years.  Located in Oklahoma City,  the operation  manufactures  stainless  steel
stabilizing components used in oil reclamation.

     In August 1997, CoorsTek acquired the assets of Tetrafluor,  Inc., based in
El Segundo,  California,  for $15.8 million.  Tetrafluor  manufactures Teflon(R)
fluoropolymer  sealing systems and components for use in aerospace,  industrial,
and  transportation  industries.  The  acquisition  was  accounted for under the
purchase  method of accounting  and goodwill of  approximately  $10.7 million is
being amortized over 15 years.

NOTE 4.   ASSET IMPAIRMENT CHARGES

     During  1998,  CoorsTek  recorded  approximately  $11.8  million  in  asset
impairment  charges.  A $6.2  million  charge  was  taken  in  March  of 1998 in
conjunction  with the  cancellation  of the C-4  technology  agreement with IBM.
Changes in the market for C-4 applications extended the time frame for achieving
commercial sales beyond original expectations. This lack of near term commercial
sales opportunities,  combined with increasing overhead costs, prompted CoorsTek
to negotiate termination of the agreement with IBM. Consequently, CoorsTek wrote
down the carrying  value of fixed assets  associated  with this project to their
discounted expected future cash flows of zero. During 1998, CoorsTek disposed of
the C-4 fixed assets. The disposition of the C-4 assets had no additional impact
on the operating results of CoorsTek. Prior to the impairment, these assets were
included in the Advanced Ceramics segment.

     As a result  of  strong  offshore  competition  in the  electronic  package
market, CoorsTek recorded a $5.6 million asset impairment charge in September of
1998 at the Chattanooga, Tennessee operation. A review of estimated undiscounted
future cash flows indicated the carrying amount of property, plant and equipment
at  Chattanooga  may not be  recoverable.  Accordingly,  the fixed  assets  were
written down to fair value calculated by discounting  expected future cash flows
under the asset held for use model.  These  assets are  included in the Advanced
Ceramics segment.

NOTE 5.   OPERATING LEASES

     CoorsTek has leases for a variety of equipment and  facilities  that expire
in various years.  Future minimum lease payments,  in thousands,  required as of
December 31, 1999,  under  non-cancelable  operating leases with terms exceeding
one year, are as follows:

     YEAR                             AMOUNT
     ----                             ------
     2000                             $1,167
     2001                                521
     2002                                421
     2003                                362
     2004 and thereafter                 364
                                      ------
          Total                       $2,835
                                      ======

     Operating lease rentals for warehouse,  production,  office  facilities and
equipment amounted to $1.7 million,  $0.9 million and $1.2 million for the years
ended December 31, 1999, 1998 and 1997, respectively.

NOTE 6.   INCOME TAXES

     CoorsTek and its U.S.  subsidiaries file consolidated  Federal and Colorado
state income tax returns with ACX. In addition,  CoorsTek files state income tax
returns in various other states.  The Federal income tax sharing  agreement with
ACX  substantially  approximates a Federal income tax provision and liability as
if CoorsTek was filing on a separate  income tax return basis.  Liabilities  for
Federal and Colorado  state income taxes are payable to ACX.  CoorsTek  directly
pays to all  other  states  in  which it files a state  tax  return.  CoorsTek's
foreign subsidiaries file separate returns with the applicable taxing authority.

                                       25

<PAGE>


                                 COORSTEK, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

     The components of income before income taxes,  in thousands,  for the years
ended December 31 were:

                                                 1999       1998     1997
                                                -------   -------   -------

     Domestic                                   $31,887   $20,319   $42,933
     Foreign                                        593       293       248
                                                -------   -------   -------
          Total income before taxes             $32,480   $20,612   $43,181
                                                =======   =======   =======

     The provision for income taxes, in thousands,  for the years ended December
31, included the following:

                                                 1999      1998      1997
                                                -------   -------   -------

     Current provision:
       Federal                                  $11,879   $ 9,209   $14,889
       State                                      1,842     1,764     2,122
       Foreign                                      224        81       153
                                                -------   -------   -------
         Total current tax expense               13,945    11,054    17,164
                                                -------   -------   -------
     Deferred provision:
       Federal                                   (1,332)   (3,014)     (898)
       State                                       (188)     (358)      (74)
                                                -------   -------   -------
         Total deferred tax benefit              (1,520)   (3,372)     (972)
                                                -------   -------   -------
     Total income tax expense                   $12,425   $ 7,682   $16,192
                                                =======   =======   =======

     Temporary differences, which give rise to a significant portion of deferred
tax assets and liabilities, in thousands, at December 31, are as follows:

                                                           1999      1998
                                                          ------    ------
     Deferred tax asset arising from:

       Depreciation and other property related            $   106   $ 2,517
       Pension and employee benefits                       14,145    12,181
       Inventory                                            3,767     2,205
       All other                                            3,674     3,223
       Valuation allowance                                 (3,621)   (3,386)
                                                          -------   -------
         Gross deferred tax assets                         18,071    16,740
                                                          -------   -------
     Deferred tax liabilities arising from:
        Depreciation and other property related             6,034     7,325
        Pension and employee benefits                       1,734        --
        All other                                               6       157
                                                          -------   -------
          Gross deferred tax liabilities                    7,774     7,482
                                                          -------   -------
     Net deferred tax asset                               $10,297   $ 9,258
                                                          =======   =======

     The principle  differences  between the  effective  income tax rate and the
U.S. statutory federal income tax rate at December 31, were as follows:

                                                 1999      1998      1997
                                                -------   -------   -------
     Expected tax rate                           35.0%     35.0%     35.0%
     State income taxes (net of federal benefit)  3.5       4.9       3.5
     Research tax credits                         0.0      (2.2)     (1.3)
     Nontaxable income                           (1.5)     (1.0)      0.0
     Foreign tax expense                          0.0       0.1       0.0
     Non-deductible items                         0.5       0.6       0.3
     Other--net                                   0.8      (0.1)      0.0
                                                 ----      ----      ----
     Effective tax rate                          38.3%     37.3%     37.5%
                                                 ====      ====      ====


                                       26

<PAGE>

                                 COORSTEK, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

     The Internal  Revenue  Service (IRS) has completed its examination of ACX's
Federal income tax returns through 1995.  During 1999, the IRS began the Federal
income tax return review for 1996 through  1998.  In the opinion of  management,
adequate  accruals  have been  provided  for all income tax  matters and related
interest.

     CoorsTek  has not  provided for U.S. or  additional  foreign  taxes on $5.7
million  of   undistributed   earnings  of  its  foreign   subsidiaries.   These
undistributed  earnings are  considered to be reinvested  indefinitely.  If such
earnings were  repatriated,  foreign tax credits should become  available  under
current law to reduce or eliminate the resulting U.S. income tax liability.

     ACX, CoorsTek and their respective subsidiaries have executed a Tax Sharing
Agreement  that  defines the  parties'  rights and  obligations  with respect to
deficiencies  and  refunds of  Federal,  state and other  taxes  relating to the
CoorsTek  business  for tax years  prior to the  spin-off  and with  respect  to
certain tax attributes of CoorsTek after the spin-off.  In general,  ACX will be
responsible for filing  consolidated  Federal and combined or consolidated state
tax returns and paying the associated  taxes for periods through the date of the
spin-off.  CoorsTek will  reimburse  ACX for the CoorsTek  portion of such taxes
relating to the CoorsTek  business.  CoorsTek is responsible  for filing returns
and paying taxes  related to the CoorsTek  business for periods  beginning on or
after the distribution  date. ACX and CoorsTek will agree to cooperate with each
other and to share information in preparing such tax returns and in dealing with
other tax matters.  ACX and  CoorsTek  will be  responsible  for their own taxes
other than those described above.

     The Tax  Sharing  Agreement  is  designed  to  preserve  the  status of the
spin-off as a tax-free  distribution.  CoorsTek  has agreed that it will refrain
from engaging in certain  transactions  during the two-year period following the
spin-off  unless it first  provides ACX with a ruling from the Internal  Revenue
Service or an opinion of tax counsel acceptable to ACX that the transaction will
not  adversely  affect the tax-free  nature of the  spin-off.  The  transactions
subject to these  restrictions,  which are not  expected  to  materially  affect
CoorsTek's   operating   flexibility,   consist  of  liquidations,   mergers  or
consolidations  of CoorsTek,  redemptions by CoorsTek of certain  amounts of its
stock, sales of assets out of the ordinary course of business, discontinuance of
certain  businesses  and  certain  issuances  of  CoorsTek's  common  stock.  In
addition,  CoorsTek  will agree to  indemnify  ACX against any tax  liability or
other  expense it may incur if the  spin-off  is  determined  to be taxable as a
result of CoorsTek's breach of any covenant or  representation  contained in the
Tax Sharing  Agreement or CoorsTek's action in effecting such  transactions.  By
its terms,  the Tax  Sharing  Agreement  will  terminate  when the  statutes  of
limitations under applicable tax laws expire.

NOTE 7.  STOCK COMPENSATION

     ACX  had an  equity  incentive  plan  that  provided  for the  granting  of
nonqualified  stock options and incentive stock options to certain key employees
of CoorsTek prior to the spin-off.  The equity  incentive plan also provided for
the  granting  of  restricted  stock,  bonus  shares,  stock units and offers to
officers of ACX to purchase  stock.  Generally,  options  outstanding  under the
ACX's equity incentive plan were subject to the following terms: (1) grant price
equal to 100% of the fair value of the stock on the date of grant;  (2)  ratable
vesting over a three year service period; and (3) maximum term of ten years from
the date of grant.

     On December 31, 1999 in conjunction with the  distribution,  those CoorsTek
employees who had ACX vested and unvested stock options were granted  substitute
CoorsTek  stock  options  which were equal in value to the  original ACX options
granted.  CoorsTek  did  not  incur  any  compensation  charges  because  1) the
aggregate  intrinsic  value of the options  did not change,  2) the ratio of the
exercise  price per option to the  market  value per share did not change and 3)
the vesting provisions and option period of the original grant did not change.


                                       27

<PAGE>

                                 COORSTEK, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

         Stock option  transactions  for the three years ended December 31, were
as follows (shares in thousands):

<TABLE>
<CAPTION>
                                                    1999                     1998                     1997
                                            ------------------------------------------------------------------------
                                                        Weighted                 Weighted                 Weighted
                                                         Average                  Average                  Average
                                                        Exercise                 Exercise                 Exercise
                                             Shares       Price       Shares       Price       Shares       Price
                                            ------------------------------------------------------------------------
<S>                                          <C>           <C>        <C>           <C>         <C>          <C>
Options outstanding at January 1                675         $31.25     556           $29.42      495          $28.02
Granted                                         509         $23.48     125           $39.06       74          $38.53
Exercised                                        --             --      (6)          $24.31       (5)         $24.94
Expired or forfeited                            (38)        $31.48      --               --       (8)         $29.89
                                            ------------------------------------------------------------------------
Options outstanding at December 31            1,146         $27.79     675           $31.25      556          $29.42
                                            ========================================================================
Exercisable at December 31                      567         $29.78     482           $28.64      367          $27.04
                                            ========================================================================
Available for future grant                    1,000                     --                        --
                                            =======                   ====                     =====
</TABLE>


     In 1998 and 1997,  shares  available  for future grant were pursuant to the
ACX equity incentive plan.

     The following table summarizes  information about stock options outstanding
at December 31, 1999 (shares in thousands):

<TABLE>
<CAPTION>

                                OPTIONS OUTSTANDING                                   OPTIONS EXERCISABLE
-------------------------------------------------------------------------------  --------------------------------
                                              Weighted           Weighted                           Weighted
                             Number            Average            Average            Number          Average
        Range of           Outstanding        Remaining          Exercise          Exercisable      Exercise
    Exercise Prices        at 12/31/99    Contractual Life         Price           at 12/31/99        Price
-------------------------------------------------------------------------------  --------------------------------
<S><C>                          <C>           <C>                  <C>                  <C>          <C>
    $17.11 to $24.33             309           4.8 years            $21.32               189          $22.08
    $24.44 to $24.44             384           9.1 years            $24.44                 0           $0.00
    $26.44 to $34.44             321           5.0 years            $31.95               316          $31.91
    $35.67 to $48.11             132           7.9 years            $42.72                62          $42.40
---------------------------------------------------------------------------      --------------------------------
    $17.11 to $48.11           1,146           6.7 years            $27.79               567          $29.78
===============================================================================  ================================

</TABLE>

     The Company applies Accounting  Principles Board Opinion No. 25 and related
interpretations   in  accounting  for  its   stock-based   compensation   plans.
Accordingly,  no  compensation  expense  has  been  recognized  for  its  equity
incentive  plan and employee  stock purchase plan. If the Company had elected to
recognize  compensation  cost  based on the fair  value of the stock  options at
grant  date  as  allowed  by  SFAS  No.   123,   "Accounting   for   Stock-Based
Compensation,"  compensation  expense, net of income tax, of $1.0 million,  $0.8
million  and $0.4  million  would have been  recorded  for 1999,  1998 and 1997,
respectively. Proforma net income and earnings per share would have been reduced
to the pro forma amounts indicated below:

                                                     December 31,
                                             1999       1998       1997
                                          --------------------------------
Net income in thousands:
  As reported                             $ 20,055    $ 12,930    $ 26,989
  Pro forma                               $ 19,043    $ 12,120    $ 26,625
Earnings per share:
  As reported                             $   2.81    $   1.81    $   3.78
  Pro forma                               $   2.67    $   1.70    $   3.73


                                       28

<PAGE>

                                 COORSTEK, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

     The fair value of each option grant is estimated on the date of grant using
the  Black-Scholes  option  pricing  model with the following  assumptions:  (1)
dividend yield of 0%; (2) expected  volatility of 31% in 1999, 28.1% in 1998 and
23.2% in 1997;  (3)  risk-free  interest rate ranging from 5.7% to 6.7% in 1999,
4.8% to 4.9% in 1998  and 5.4% to 5.5% in 1997;  and (4)  expected  life of 3 to
9.11 years in 1999,  3 to 8.57  years in 1998 and 3 to 9.86  years in 1997.  The
weighted  average per share fair value of options  granted during 1999, 1998 and
1997 was $23.48, $39.06 and $38.53, respectively.

NOTE 8.   RETIREMENT AND OTHER POSTRETIREMENT BENEFIT PLANS

     Pension  Plan:  CoorsTek  provides a defined  benefit  retirement  plan for
substantially  all of its  employees.  CoorsTek  manages the plan including plan
assets,  which  consist  primarily of equity and  interest-bearing  investments.
Benefits are based on years of service and average base compensation levels over
a period of years.  The Company's  funding policy is to contribute  annually not
less than the  ERISA  minimum  funding  requirements  nor more than the  maximum
amount that can be deducted for Federal income tax purposes.

     Retiree Medical Plan: In addition to receiving pension  benefits,  CoorsTek
employees may participate in a medical plan, which provides health care and life
insurance benefits to eligible retirees and their dependents. Eligible employees
may receive these benefits after reaching age 55 with 10 years of service. Prior
to reaching age 65,  eligible  retirees may receive certain health care benefits
substantially  similar to those  available to active  employees.  The amount the
retiree pays is based on age and service at the time of retirement.  These plans
are not funded.

     401(k) Plan:  Eligible  employees of CoorsTek may participate in CoorsTek's
401(k)  plan in which  employees  can  contribute  up to 18% of annual  eligible
compensation  subject to certain  regulatory and plan  limitations.  The Company
matches 50% of the first 2% of the employees' contributions.  Expense related to
the 401(k) match was $0.7 million in 1999, 1998 and 1997.


                                       29

<PAGE>

                                 COORSTEK, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

          The  following  tables  set forth  the  estimated  change  in  benefit
obligation,  change in plan assets, funded status, net periodic benefit cost and
other information  applicable to the CoorsTek,  Inc. Retirement Plan and retiree
medical  coverage.  Information  for 1998 is based on the estimated  allocations
from ACX for the respective plan assets and liabilities. All information, except
interest rates, is in thousands.

<TABLE>
<CAPTION>
                                                           PENSION BENEFITS          OTHER BENEFITS
                                                          1999         1998         1999         1998
                                                        --------     --------     --------     --------
<S>                                                    <C>          <C>          <C>          <C>
Change in benefit obligation:
  Benefit obligation at beginning of year               $ 97,815     $ 90,267     $ 13,162     $ 12,357
  Service cost                                             2,407        2,290          341          338
  Interest cost                                            7,000        6,439          833          892
  Actuarial loss (gain)                                   (5,393)       1,890         (738)          (3)
  Benefits paid                                           (4,535)      (3,071)        (318)        (422)
                                                        --------     --------     --------     --------
  Benefit obligation at end of year                       97,294       97,815       13,280       13,162
                                                        --------     --------     --------     --------
Change in plan assets:
  Fair value of plan assets at beginning of year          77,229       79,404           --           --
  Actual return on plan assets                            17,056          630           --           --
  Company contributions                                    7,291           --           --           --
  Benefits paid                                           (4,535)      (2,805)          --           --
                                                        --------     --------     --------     --------
  Fair value of plan assets at end of year                97,041       77,229           --           --
                                                        --------     --------     --------     --------
Funded status                                               (253)     (20,586)     (13,280)     (13,162)
Unrecognized actuarial loss (gain)                        (5,139)      11,794       (2,175)      (1,929)
Unrecognized prior service cost                            3,659        4,070         (594)        (793)
                                                        --------     --------     --------     --------
Accrued benefit cost                                    $ (1,733)    $ (4,722)    $(16,049)    $(15,884)
                                                        ========     ========     ========     ========

Amounts recognized in the Consolidated Balance Sheet consist of:

  Accrued benefit liability                             $ (1,733)    $ (9,738)    $(16,049)    $(15,884)
  Intangible asset                                            --        4,568           --           --
  Accumulated other comprehensive income                      --          448           --           --
                                                        --------     --------     --------     --------

  Net amount recognized                                 $ (1,733)    $ (4,722)    $(16,049)    $(15,884)
                                                        ========     ========     ========     ========

Weighted average assumptions at year end:

  Discount rate                                             6.80%        6.80%        6.80%        6.80%
  Expected return on plan assets                            9.75%        9.75%
  Rate of compensation increase                             4.30%        4.30%

</TABLE>

     It is the  Company's  policy to amortize  unrecognized  gains and losses in
excess of 10% of the larger of plan assets and the projected benefit  obligation
(PBO) over the expected service of active employees (12-15 years).  However,  in
cases where the accrued benefit liability exceeds the actual unfunded  liability
by more than 20% of the PBO, the amortization is reduced to 5 years.

     For measurement  purposes, a 7.5% annual rate of increase in the per capita
cost of covered  health care benefits was assumed for 1999. The rate was assumed
to decrease by 0.5% per annum to 4.25% and remain at that level thereafter.

<TABLE>
<CAPTION>
                                                        Pension Benefits               Other Benefits
                                                  1999       1998       1997      1999     1998     1997
                                                --------    -------    -------    -----    -----    -----
<S>                                            <C>         <C>        <C>        <C>      <C>      <C>
Components of net periodic benefit cost
  Service cost                                  $  2,407    $ 2,290    $ 1,968    $ 341    $ 338    $ 248
  Interest cost                                    7,000      6,439      4,470      832      892      763
  Actual return on plan assets                   (17,056)      (843)    (8,595)      --       --       --
  Amortization of prior service costs                644        651        306     (689)    (198)    (104)
  Recognized actuarial loss (gain)                10,445     (6,082)     4,879       --     (481)     (90)
                                                --------    -------    -------    -----    -----    -----
Net periodic benefit cost                       $  3,440    $ 2,455    $ 3,028    $ 484    $ 551    $ 817
                                                ========    =======    =======    =====    =====    =====

</TABLE>

                                       30

<PAGE>

                                 COORSTEK, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

     Assumed  health  care cost  trend  rates have a  significant  effect on the
amounts  reported for the health care plans.  A  one-percentage-point  change in
assumed health care cost trend rates would have the following effects:

                                                             1% POINT   1% POINT
                                                             INCREASE   DECREASE
                                                             --------   --------

  Effect on total of services and interest cost components     $ 297      $ 276
  Effect on postretirement benefit obligation                    903        849

NOTE 9:   SUPPLEMENTAL CASH FLOW INFORMATION:

                                                     1999      1998      1997
                                                   --------  --------  -------

  Total interest costs                             $ 5,066   $ 4,125   $   224
  Interest capitalized                                  --        --       114
  Interest expensed                                  5,066     4,125       110
  Interest paid (primarily to Parent)                4,975     4,000        24
  Income taxes paid (primarily to Parent)           12,576    11,882    16,950

    Non  Cash  Investing  Activities:   See  description  of  noncash  investing
activities with ACX in Note 10.

NOTE 10.   RELATED PARTY TRANSACTIONS

     Since  the  formation  of ACX in  1992,  CoorsTek,  as  ACX's  wholly-owned
subsidiary,  has engaged in several related party  transactions with ACX and its
subsidiaries.  These included,  but were not limited to,  participation in ACX's
cash management system, benefiting from administrative services provided by ACX,
intercompany debt allocations,  payments of dividends,  miscellaneous  asset and
liability  transfers  between  the  entities  as well as  miscellaneous  capital
contributions  of other forms  between the entities.  The average  amount due to
ACX,  during  1999,  1998 and 1997 was  $87.5  million,  $45.8  million  and $0,
respectively.  At December 31,  1999,  1998 and 1997 the Company owed ACX $200.0
million, $50 million and $0, respectively.

     On December 31, 1999,  CoorsTek issued to ACX a $200 million,  8.9%,  note,
which was subsequently paid on January 4, 2000. This note was for the payment of
a $131.6 million  dividend and $68.4 million of  intercompany  obligations.  For
1998 and 1997, dividends paid to ACX totaled $0 and $38,000,  respectively.  Net
capital  contributions  from ACX, in thousands,  for the year ended December 31,
consisted of:

                                                     1999      1998      1997
                                                   --------  --------  -------

  Assets transferred from ACX                      $ 3,445   $    13   $ 6,846
  Bonuses paid in common stock of ACX                   --        79       177
  Transfer of liability to ACX                          --        --      (176)
  Transfer of long-term debt from ACX                   --   (50,000)       --
  Capital contribution to ACX                           --       (15)       --
  Capital contribution from ACX                         --        --     5,829
                                                   -------  --------   -------
          Total net capital contributions          $ 3,445  $(49,923)  $12,676
                                                   =======  ========   =======

NOTE 11.   INDEBTEDNESS

     In December 1999, CoorsTek negotiated a $270 million Credit Facility, which
consists of a $95 million  revolver  and an $85 million  Senior Term A facility,
both maturing in five years,  and a $90 million Senior Term B facility  maturing
in seven years (the "Credit  Facility").  The Credit Facility is collaterallized
by the accounts receivable and inventory of the Company. Currently, the interest
rate on the revolver and Senior Term A is LIBOR plus 2% and the interest rate on
the Senior Term B is LIBOR plus 2.75%.  The interest  rate spreads on the Credit
Facility vary based upon the financial performance of the Company.

                                       31

<PAGE>

                                 COORSTEK, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

     There were no outstanding  amounts under the Credit Facility as of December
31, 1999. The required principal payments of the Term A and Term B of the Credit
Facility are as follows:

     Year                          Term A     Term B       Total
     ----                          ------     ------       -----
     2000                         $ 7,500    $   900    $  8,400
     2001                          10,000        900      10,900
     2002                          15,000        900      15,900
     2003                          25,000        900      25,900
     2004                          27,500        900      28,400
     2005                            --          900         900
     2006                            --       84,600      84,600
                                  -------    -------    --------
          Total                   $85,000    $90,000    $175,000
                                  =======    =======    ========

     On January 4, 2000, the Company borrowed approximately $205.0 million under
the  Credit  Facility  to pay the  note to ACX and to fund the  Credit  Facility
commitment costs.

NOTE 12.   COMMITMENTS AND CONTINGENCIES

     CoorsTek is self-insured for certain  insurable risks consisting  primarily
of  employee  health  insurance  programs  and  workers'  compensation.  Certain
stop-loss and excess  insurance  policies are also  maintained to reduce overall
risk. In addition, CoorsTek maintains insurance policies to protect against loss
related to property, business interruption and general liability risks.

     CoorsTek is named as a defendant in various actions and proceedings arising
in the  normal  course  of  business,  including  claims  by  current  or former
employees  relating to employment or termination.  Although the eventual outcome
of the various  lawsuits cannot be predicted,  it is  management's  opinion that
these  suits  will not  result in  liabilities  to such  extent  that they would
materially affect CoorsTek's financial position or results of operations.

     CoorsTek has received a demand for payment arising out of  contamination of
a  semiconductor  manufacturing  facility  formerly  owned  by a  subsidiary  of
CoorsTek,   Coors  Components,   Inc.  ("CCI").   Colorado  state  environmental
authorities are seeking clean up of soil and ground water  contamination  from a
subsequent  owner.  The  contamination  is  believed to have  occurred  prior to
CoorsTek's  ownership  of  CCI  and  there  are  possible  off-site  sources  of
contamination. CCI was sold in November 1987. Although CoorsTek does not believe
it is responsible for the contamination or the cleanup,  the parties agreed to a
remediation  plan.  CoorsTek  is  responsible  to  pay  from  10%  to 15% of the
remediation costs in excess of $500,000.  There is no firm estimate of potential
clean up  costs,  however  management  does  not  currently  believe  it will be
material.

     CoorsTek has received a Unilateral  Administration  Order issued by the EPA
relating to the Rocky Flats  Industrial Park Site,  (RFIP) and is  participating
with the RFIP Group to perform an  Engineering  Evaluation/Cost  Analysis on the
property.  There is no estimate of potential clean up costs, but management does
not believe it will be material.

     Some  of  CoorsTek's  facilities  have  been  notified  that  they  may  be
potentially  responsible parties ("PRPs") under the Comprehensive  Environmental
Response,  Compensation  and Liability  Act of 1980  ("CERCLA") or similar state
laws with respect to the remediation of certain sites where hazardous substances
have been released into the environment.  CoorsTek cannot predict with certainty
the total  costs of  remediation,  its share of the total  costs,  the extent to
which  contributions  will be available from other  parties,  the amount of time
necessary to complete the remediation or the availability of insurance. However,
based on  investigations  to date,  CoorsTek  believes that any  liability  with
respect to these  sites would not be material  to the  financial  condition  and
results of operations  of CoorsTek.  There can be no  certainty,  however,  that
CoorsTek will not be named as a PRP at  additional  sites or be subject to other
environmental  matters  in the  future or that the costs  associated  with those
additional sites or matters would not be material.

     CoorsTek is a guarantor on  industrial  development  bonds of CCI, a former
subsidiary  that  was sold in  November  1987.  The  buyer  of CCI  assumed  the
liability  at the time of  purchase.  The terms  require  annual  principal  and

                                       32

<PAGE>

                                 COORSTEK, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

interest  payments  and a balloon  payment of $2.2  million in May 2000.  In the
event of default by the buyer,  CoorsTek would assume the  liability.  The buyer
has made all payments to date in a timely manner and management does not believe
CoorsTek  is at risk for  payment  of the bonds as of  December  31,  1999.  The
outstanding  balance as of December  31, 1999,  1998 and 1997 was $2.2  million,
$2.4 million and $3.0 million, respectively.

     On  August  12,  1999,  five  current  and  former  employees  sued  one of
CoorsTek's  subsidiaries in the U.S.  District Court for the Eastern District of
Arkansas claiming gender discrimination,  sexual harassment and retaliation. The
plaintiffs are seeking class certification, which the Company is resisting based
on the  distinctions  among  their  respective  claims.  CoorsTek's  preliminary
evaluation  indicates the case is largely  without  merit,  however,  sufficient
information is not available to determine the ultimate  outcome or any potential
liability related to these claims.

NOTE 13.   SEGMENT INFORMATION

     Prior to 1999,  the Company  operated as a single  segment  that  consisted
primarily of advanced  ceramic  products.  In 1999, the Company acquired Edwards
Enterprises and Precision Technologies (see Note 3). These companies manufacture
precision-machined  parts primarily for the semiconductor  industry. As a result
of acquiring these companies and the resultant significance of the semiconductor
industry to the Company, the Company changed its internal reporting to track two
segments  separately:  Semiconductor  and Advanced  Ceramics.  The Semiconductor
segment  produces  both  ceramic and non ceramic  products  that are used in the
semiconductor industry. The Advanced Ceramics segment produces primarily ceramic
products that are used outside the semiconductor industry.

     The accounting  policies of the segments are the same as those described in
Note 2 and  there  are  generally  no  intersegment  transactions.  The  Company
evaluates the performance of its segments and allocates  resources to them based
primarily on gross profit.

     The table  below  summarizes  information  about  reportable  segments,  in
thousands, as of and for the years ended December 31:

                                             Depreciation
                           Net      Gross        and                  Capital
                          Sales     Margin   Amortization  Assets   Expenditures
                        --------   -------   ------------ --------  ------------
1999
----
Semiconductor           $111,099   $ 31,953     $  2,494   $ 79,845   $  4,043
Advanced Ceramics        253,962     58,710       20,217    247,645     10,518
                        --------   --------     --------   --------   --------
  Consolidated total    $365,061   $ 90,663     $ 22,711   $327,490   $ 14,561
                        ========   ========     ========   ========   ========
1998
----
Semiconductor           $ 17,061   $  4,976     $  1,337   $ 20,626   $  1,015
Advanced Ceramics        279,553     68,732       18,640    257,733     25,875
                        --------   --------     --------   --------   --------
  Consolidated total    $296,614   $ 73,708     $ 19,977   $278,359   $ 26,890
                        ========   ========     ========   ========   ========
1997
----
Semiconductor           $ 19,199   $  6,928     $  1,527   $ 19,279   $  1,032
Advanced Ceramics        285,625     78,075       17,137    243,408     27,780
                        --------   --------     --------   --------   --------
  Consolidated total    $304,824   $ 85,003     $ 18,664   $262,687   $ 28,812
                        ========   ========     ========   ========   ========


                                       33

<PAGE>


                                 COORSTEK, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


     Information  related  to  CoorsTek's   operations  by  geographic  area  is
presented below:

Revenue from unaffiliated customers, in thousands:

                                                     December 31,
                                            1999         1998         1997
                                          ---------    ---------    ---------
  United States                           $ 304,599    $ 224,295    $ 224,272
  Europe                                     35,896       39,338       41,815
  Asia                                       20,507       19,975       23,497
  Canada                                      8,995        8,446        8,886
  Other foreign                               7,279        6,696        8,161
  Less: discounts and allowances            (12,215)      (2,136)      (1,807)
                                          ---------    ---------    ---------
       Total                              $ 365,061    $ 296,614    $ 304,824
                                          =========    =========    =========

Long-lived assets, in thousands:

                                                     December 31,
                                            1999         1998         1997
                                          --------     --------     --------
  United States                           $174,728     $151,636     $155,796
  Europe                                     3,705        3,486        3,101
  Asia                                       4,066           --           --
                                          --------     --------     --------
       Total                              $182,499     $155,122     $158,897
                                          ========     ========     ========

     Long-lived  assets consist  primarily of net property,  plant and equipment
and goodwill.


                                       34

<PAGE>

                                 COORSTEK, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

NOTE 14.   QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

         The following summarizes selected quarterly financial  information,  in
thousands  except  for per share  data,  for each of the two years in the period
ended December 31, 1999.

                                     First  Second    Third   Fourth     Year
                                     -----  ------    -----   ------     ----
1999
----

Net sales                          $76,579  $95,411  $94,946  $98,125  $365,061
Cost of goods sold                  58,305   71,646   70,504   73,943   274,398
                                   -------  -------  -------  -------  --------
Gross profit                        18,274   23,765   24,442   24,182    90,663
Selling, general & administrative    9,008   13,180   13,768   17,246    53,202
                                   -------  -------  -------  -------  --------
Operating income                     9,266   10,585   10,674    6,936    37,461
Interest expense, net                 (701)  (1,602)  (1,328)  (1,350)   (4,981)
                                   -------  -------  -------  -------  --------
Income before income taxes           8,565    8,983    9,346    5,586    32,480
Income tax expense                   3,355    3,137    3,609    2,324    12,425
                                   -------  -------  -------  -------  --------
Net income                         $ 5,210  $ 5,846  $ 5,737  $ 3,262  $ 20,055
                                   =======  =======  =======  =======  ========
Net income per share of
  common stock                     $   .73  $   .82  $   .80  $   .46  $   2.81
                                   =======  =======  =======  =======  ========

Shares outstanding                   7,142    7,142    7,142    7,142     7,142
                                   =======  =======  =======  =======  ========

1998
----

Net sales                          $80,945  $79,422  $70,023  $66,224  $296,614
Cost of goods sold                  60,241   59,258   53,792   49,615   222,906
                                   -------  -------  -------  -------  --------
Gross profit                        20,704   20,164   16,231   16,609    73,708
Selling, general & administrative   10,076    9,762    8,690    9,230    37,758
Asset impairment charge              6,232       --    5,582       --    11,814
                                   -------  -------  -------  -------  --------
Operating income                     4,396   10,402    1,959    7,379    24,136
Interest expense, net               (1,055)    (984)    (855)    (630)   (3,524)
                                   -------  -------  -------  -------  --------
Income before income taxes           3,341    9,418    1,104    6,749    20,612
Income tax expense                   1,229    3,485      403    2,565     7,682
                                   -------  -------  -------  -------  --------
Net income                         $ 2,112  $ 5,933  $   701  $ 4,184  $ 12,930
                                   =======  =======  =======  =======  ========
Net income per share of
  common stock                     $   .30  $   .82  $   .10  $   .59  $   1.81
                                   =======  =======  =======  =======  ========

Shares outstanding                   7,142    7,142    7,142    7,142     7,142
                                   =======  =======  =======  =======  ========

                                       35


<PAGE>


                                   SCHEDULE II

     Allowance for doubtful receivables (deducted from accounts receivable)

                               Additions
           Balance at      charged to costs                       Balance at end
       beginning of year      and expenses    Other   Deductions      of year
       -----------------   ----------------   -----   ----------  --------------
1997         $   1,282            1,079          60        (428)     $  1,993
1998         $   1,993              547          (5)       (696)     $  1,839
1999         $   1,839            1,757           8        (839)     $  2,765

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

     Within  the last  two  years  there  have  been no  changes  in  CoorsTek's
independent  accountants or disagreements on accounting and financial  statement
disclosure matters.

                                       36


<PAGE>


                                    Part III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS

(a)  DIRECTORS

     In accordance with CoorsTek's  Bylaws, the CoorsTek Board consists of eight
directors as of February  16,  2000.  CoorsTek's  Certificate  of  Incorporation
provides for the division of the Board of Directors into three classes as of the
first annual meeting of stockholders. The full slate of directors will stand for
election at the first annual meeting of stockholders, to be held in 2001, and at
that time will be  nominated  to serve  for  terms of one,  two and three  years
(Classes  I, II and III),  respectively.  Stockholders  will  elect  one  class,
consisting of approximately one third of the Directors,  for three-year terms at
each succeeding annual meeting.  CoorsTek's  Certificate of Incorporation sets a
cap on the number of directors at 11 and the number of directors may be fixed by
or in the manner provided in the Bylaws. In addition, William K. Coors serves as
Director  Emeritus.  As  Director  Emeritus,   Mr.  Coors  provides  advice  and
consulting  services to the Board but does not  constitute a "director" and does
not have voting rights.

Information about each of the current directors follows:

     John K. Coors,  age 43, has been the  President of CoorsTek  since  October
1998. Mr. Coors was the Chief  Executive  Officer of Golden  Genesis  Company (a
former  publicly  traded  subsidiary of ACX), from January 1997 to October 1998;
and  President of Golden  Photon  Company from July 1992 to October  1998.  From
January  to July 1992 he served as Vice  President  and Plant  Manager  of Coors
Brewing Company's Memphis, Tennessee brewery.

     Joseph Coors, Jr., age 57 has been the Chairman of CoorsTek since 1989, and
the Chief  Executive  Officer  of  CoorsTek  since  March  1997.  Mr.  Coors was
President of CoorsTek from 1997 to October 1998 and from 1985 to 1993. From 1992
to 1999 he served as  President  of ACX.  Mr.  Coors  served as  Executive  Vice
President of Adolph Coors  Company from 1991 to 1992. He is currently a director
of Hecla  Mining  Company  (NYSE:  HL) and  Chairman  of the Air Force  Memorial
Foundation.

     David A.  Coulter,  age 53, joined the Beacon Group as Partner in September
1999. He was the Chairman of BankAmerica Corporation and Bank of America NT & SA
from May 1996 through October 1998 and he served as Chief Executive Officer from
January to May 1996 and President from August 1995 to January 1996. From 1976 to
January 1996, he held various  positions  with Bank of America in World Banking,
Treasury  and  Corporate  Planning.  He  currently  serves as a director of PG&E
Corporation,  Pacific Gas and Electric Company, eCoverage, the San Francisco Art
Institute,  Asia  Society,  and  the  University  of  California  San  Francisco
Foundation. He is a Trustee of Carnegie Mellon University and serves as Chair of
the Public Policy Institute of California.

     John E. Glancy, age 53, has been the Corporate Executive Vice President and
Manager  of  Commercial  and  International  Business  of  Science  Applications
International  Corp.  ("SAIC")  since  1978.  (SAIC  provides  professional  and
technical services and products in  high-technology  areas to government and the
private  sector.) He was employed by General Atomic  Company,  a manufacturer of
nuclear  reactors,  and the U.S.  Atomic Energy  Commission  prior to 1978.  Dr.
Glancy is a director of SAIC and Network Solutions, Inc.

     John  Markle,  III,  age 44, was the Senior Vice  President of Strategy and
Chief Information  Officer for Rental Services  Corporation from 1997 to January
2000. From 1987 to 1997, he was the president of Center Rental and Sales.

     Donald E. Miller,  age 69, was Vice Chairman of The Gates  Corporation from
1994 to August 1996 at which time he retired. Mr. Miller served as President and
Chief Operating Officer of The Gates Corporation from 1986 to 1994 and President
of Gates Rubber Company from 1982 to 1993. He currently  serves as a director of
Lennox Industries, Inc., Sentry Insurance Company, Chateau Communities, Inc. and
OEA,  Inc. He was a trustee for the  Colorado  School of Mines from 1987 to 1997
and President of the Board from 1994 to 1997.

     Kimberly S. Patmore, age 43, has been the Chief Financial Officer for First
Data  Corporation  since  February 17,  2000.  From 1992 to February  2000,  Ms.
Patmore served as Chief  Financial  Officer for various  divisions of First Data

                                       37

<PAGE>


Corporation. Ms. Patmore served as a Senior Manager for entrepreneurial services
at Ernst & Young from 1981 to 1992.

     Robert L. Smialek, age 55, was the President and Chief Executive Officer of
Insilco  Corporation  from 1993 until July 1999 at which  time he  retired.  Mr.
Smialek was the President and Chief  Operating  Officer of the  Temperature  and
Appliance  Controls Group of Siebe plc, from October 1992 to May 1993. He serves
as a director of General Cable Corporation and Gleason Corporation.

COMMITTEES OF THE COORSTEK BOARD

     The  CoorsTek  Board has four  standing  committees:  Audit,  Compensation,
Executive and Corporate Governance.

     Audit Committee,  which consists of three non-employee directors,  Kimberly
S. Patmore, Chairman, John Markle, III and Robert L. Smialek:

     o    Reviews the scope and  results of the audit of CoorsTek by  CoorsTek's
          independent accountants.

     o    Recommends the appointment of CoorsTek's independent accountants.

     o    Reviews the  adequacy of  CoorsTek's  systems of internal  control and
          accounting   policies  and  procedures,   including   compliance  with
          CoorsTek's ethics policy.

     o    Directs and supervises investigations into matters within the scope of
          its duties.

     Compensation  Committee,  which consists of three  non-employee  directors,
Donald E. Miller, Chairman, David A. Coulter and John E. Glancy:

     o    Reviews  and  recommends  to  the  Board  compensation  of  management
          personnel.

     o    Reviews and approves executive incentive and benefit plans.

     o    Reviews and recommends to the Board general employee benefits.

     Executive  Committee,  which  consists of two  employee  directors  and one
non-employee director,  Joseph Coors, Jr., Chairman, John K. Coors and Donald E.
Miller:

     o    Exercises  all of the  authority of the Board when the Board is not in
          session except as provided in CoorsTek's Certificate of Incorporation,
          Bylaws and applicable law.

     Corporate  Governance  Committee,  which  consists  of  three  non-employee
directors, David A. Coulter, Chairman, John Markle, III and Robert L. Smialek:

     o    Develops operating guidelines for the Board.

     o    Considers and recommends nominees for election as directors.

     o    Reviews and evaluates the performance of the Board.

COMPENSATION OF DIRECTORS

     Employee  directors do not receive  additional  compensation for serving as
directors of CoorsTek. Each non-employee director of CoorsTek receives an annual
retainer of $28,000,  50 percent of which is paid in shares of CoorsTek's common
stock.  The  balance of the  retainer  is paid in cash  unless the  non-employee
director elects to take all or a portion of it in CoorsTek's common stock.

                                       38

<PAGE>

     In  addition,   each  non-employee  director  receives  a  grant  of  5,000
non-qualified  stock  options  upon  initial  election  to the Board and will be
eligible  to  receive  3,000   non-qualified  stock  options  upon  election  by
stockholders to his or her three-year term. The options,  with an exercise price
equal to 100% of market value on the date of grant, will vest 100% at the end of
one year and will expire, if unexercised, ten years from the date of grant.

     No  additional  amounts  are  paid to  directors  for  committee  meetings.
Directors  are  reimbursed  for  expenses  incurred  while  attending  Board  or
committee  meetings  and in  connection  with any  other  Company  business.  In
addition,  CoorsTek has purchased  accidental death and dismemberment  insurance
for the non-employee directors.

FAMILY RELATIONSHIPS

     John K. Coors and Joseph Coors,  Jr. are brothers and nephews of William K.
Coors.

(b)  EXECUTIVE OFFICERS

     The executive officers of CoorsTek are as follows:

     Joseph  Coors,  Jr.,  biographical  information  for Joseph  Coors,  Jr. is
incorporated by reference to Item 10 (a).

     John K. Coors,  biographical  information for John K. Coors is incorporated
by reference to Item 10 (a).

     Derek C. Johnson,  age 39, has been  Executive  Vice President of Sales and
Marketing and  Operations of CoorsTek  since August 1999.  Mr.  Johnson was Vice
President  of Sales  and  Marketing  from  October  1998 to  August  1999,  Vice
President of Golden  Operations  from 1997 to 1998 and Manager of  Manufacturing
for Golden  Operations  from 1992 to 1997.  Mr.  Johnson  received a  bachelor's
degree  in  electrical  engineering  from the  KirkCaldy  Technical  College  of
Scotland and a master's degree in business administration from the University of
Denver.

     Larry D. Murphy,  age 57, has been  Executive  Vice  President of Strategic
Initiatives of CoorsTek since October 1999. Prior to joining CoorsTek, he served
as Financial Services Group Banking Director with Andersen  Consulting from 1990
to September 1999. From 1987 to 1990, Mr. Murphy was Chief  Information  Officer
for  Union  Bank and he served  as Chief  Executive  Officer  and  President  of
Security  Pacific  Information  Services,  Inc.  from 1980 to 1987.  Mr.  Murphy
received  a  bachelor's  degree in  mathematics  from  Auburn  University  and a
master's degree in business administration from National University.

     Katherine A.  Resler,  age 40, has been  General  Counsel and  Secretary of
CoorsTek  since  September  1999. Ms. Resler was Counsel for ACX from 1998 until
December 1999, its Director of Executive  Compensation  from 1995 until December
1999 and its  Assistant  Secretary  from 1992 until  December  1999.  Ms. Resler
received a  bachelor's  degree in  science  and a  master's  degree in  business
administration from Colorado State University, and a J.D. from the University of
Denver.

     Joseph G.  Warren,  Jr.,  age 54,  has been  Chief  Financial  Officer  and
Treasurer  of CoorsTek  since  August  1999.  Mr.  Warren was Vice  President of
Finance, Chief Financial Officer, Secretary and Treasurer of White Electronics &
Designs, Inc., a semiconductor  manufacturer,  from 1995 to July 1999. From 1994
to 1995 he  served  as Vice  President  and Chief  Financial  Officer  of Axxess
Technologies, Inc. and from 1993 to 1994 served as Secretary, Treasurer and Vice
President of Golden  Technologies  Company,  Inc., a wholly-owned  subsidiary of
ACX. From 1992 to 1993,  Mr. Warren was  President of Coors  Ceramicon  Designs,
Ltd., a  subsidiary  of  CoorsTek,  and from 1985 to 1992 was Vice  President of
CoorsTek.  Mr. Warren  received a bachelor's  degree in accounting  from Arizona
State University.

(c)  IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES

     Jeffrey  C.  Brines,  age 43,  has been Vice  President  of  Accounting  of
CoorsTek  since  February  2000.  Mr.  Brines was the Vice  President  and Chief
Financial  Officer  of Golden  Genesis  Company  from 1997 to 1999 and served as
Plant  Manager of Golden  Photon,  Inc. from 1994 to 1996. He holds a bachelor's
and master's degree in business administration from Regis University.

                                       39

<PAGE>

     Janet D. Comerford,  age 41, has been Vice President of Human Resources and
Environmental  Health and Safety of CoorsTek since October 1998.  Ms.  Comerford
was Regional Human  Resources  Manager of CoorsTek from 1997 to 1998,  served as
Manager of  Administration  from 1994 to 1997 and was a Production  Manager from
1991  to  1994.  Ms.  Comerford   received  a  bachelor's   degree  in  business
administration from the University of Arizona.

     Dean A.  Rulis,  age 52,  has  been  Vice  President  of  Acquisitions  and
Technology  of CoorsTek  since 1998.  He was  President  and General  Manager of
Wilbanks  International,  Inc. (a wholly-owned subsidiary of CoorsTek) from 1997
to 1998; and President of Golden Technologies  Company,  Inc. from 1992 to 1997.
He holds a bachelor's degree in mechanical engineering from Purdue University.


<PAGE>



ITEM 11.  EXECUTIVE COMPENSATION

COMPENSATION PHILOSOPHY

     CoorsTek's   compensation  philosophy  is  intended  to  create  value  for
CoorsTek's  stockholders  through  long-term  growth in sales and earnings.  The
total  compensation  package consists of salary,  benefits,  an annual incentive
opportunity  and equity  grants and is designed to attract,  motivate and retain
the quality of executives needed to successfully lead and manage CoorsTek.  This
package  intentionally  ties a  significant  portion  of the  executives'  total
compensation to CoorsTek's performance and creation of shareholder value.

<TABLE>
<CAPTION>

                                         Summary Compensation Table
------------------------------------------------------------------------------------------------------------
                                                                                             Long-
                                                                                      Term Compensation/
                                               Annual Compensation                          Awards
                                  ----------------------------------------------- --------------------------
                                                                                   Restricted   Securities      All other
                                                                   Other Annual      Stock      Underlying       Compen-
  Name and Principal                                               Compensation     Award(s)   Options/ SARs     sation
      Position             Year     Salary ($)    Bonus ($) (1)       ($) (2)       ($) (3)         (#)          ($) (4)
----------------------     ----     ----------    -------------    ------------    ----------  -------------    ---------

<S>                       <C>      <C>              <C>               <C>                         <C>           <C>
Joseph Coors, Jr.  (5)     1999     $510,000         $200,000                                      162,000       $ 14,018
   Chairman and CEO        1998     $485,000         $305,550                                       34,875       $ 12,705
                           1997     $460,000         $479,780          $3,236                        8,438       $  8,659

John K. Coors              1999     $247,499         $198,000          $6,267                       74,250       $  3,040
   President               1998        (6)
                           1997

Derek C. Johnson           1999     $195,554         $146,520          $  239                       32,344       $  2,159
   Executive Vice          1998     $172,869         $105,000          $5,124                        4,500       $    173
   President               1997     $150,454         $159,000                                        5,625       $  1,445

Larry D. Murphy            1999     $ 86,584 (7)     $ 25,000 (8)                                   47,813       $101,600 (9)
   Executive Vice          1998
   President               1997

Joseph G. Warren, Jr.      1999     $ 67,308 (7)     $ 91,000 (8)      $  759                       28,125       $ 87,383 (9)
     Chief Financial       1998
     Officer               1997

</TABLE>

(1)  Bonuses shown were the total bonuses paid for each  respective  fiscal year
and were paid 100 percent in cash.

(2)  Amounts shown are reimbursements during the year for taxes.

(3)  Stock  units were  granted  on  October 1, 1994 in an amount  approximately
     equal to the Company's  liability as of January 1, 1994 for the benefit due
     certain named executives under salary  continuation  agreements.  The stock
     units  replace a cash  liability of the Company and tie the eligible  named
     executive's  post-retirement  benefit to stock  value.  The stock units are
     payable in full upon retirement at age 60 or after.  The stock units are 50
     percent  vested at age 50 with 10 years of  service  and the  remaining  50
     percent vests in 5 percent increments between ages 51 and 60. The number of
     stock units  granted,  the  percent  vested at year end 1999 and the market
     value as of January 3, 2000, respectively, were: Joseph Coors, Jr. - 36,018
     units,  85 percent  vested,  valued at $648,324  and John K. Coors - 10,213
     units, 0 percent vested, valued at $183,834.

                                       41

<PAGE>

(4)  Other Compensation includes the value of term life insurance benefiting the
     executive and the employer's contribution to the 401(k) plan, respectively,
     as follows:  Joseph Coors, Jr. $10,018 and $4,000; John K. Coors $1,440 and
     $1,600;  Derek C. Johnson $459 and $1,700; Larry D. Murphy $1,445 and $155;
     and Joseph G. Warren, Jr. $1,460 and $923.

(5)  Joseph  Coors,  Jr.  was  President  and  Chief  Executive  Officer  of ACX
     Technologies,  Inc.  during 1997, 1998 and 1999, and all amounts shown were
     paid by ACX.

(6)  Mr. Coors was elected President as of October 1998. His total annual salary
     and bonus for 1998 did not exceed $100,000.

(7)  Mr. Murphy and Mr. Warren were elected officers and became employees of the
     Company  as of  October  1999 and  August  1999,  respectively.  The salary
     amounts  include actual amounts paid during 1999 and are based on an annual
     salary of $402,000 for Mr. Murphy and $240,000 for Mr. Warren.

(8)  In addition to the annual cash bonus  described in footnote (1) above,  Mr.
     Murphy and Mr. Warren  received a one-time  bonus of $25,000 as a result of
     their election as an officer of the Company.

(9)  Other  Compensation  includes a one-time  allowance for moving  expenses as
     follows: Mr. Murphy -- $100,000 and Mr. Warren -- $85,000.

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR

     The following  table provides  information on grants of options to purchase
shares of ACX common  stock made during 1999,  which were  converted to CoorsTek
options as of the distribution  date (the "Substituted  Options").  The exercise
price  for  each  Substituted  Option  granted  by  CoorsTek  was  based  on the
respective relative fair market values of the pre-spin ACX common stock price of
$10.6875 and the CoorsTek  common stock  post-spin price of $19. All Substituted
Options were granted at the common  stock's fair market value on the grant date,
and have the same terms and  conditions  as the original ACX options,  including
the expiration date as specified in the table.  All options vest in the event of
a change in  control.  The  option  price may be paid in cash,  by  surrendering
shares owned for more than 6 months,  or through  irrevocable  instructions to a
broker to deduct the option price from the proceeds of the sale.
<TABLE>
<CAPTION>


                                          Individual Grants (1)
                       -------------------------------------------------------------------
                         Number of
                        Securities     % of Total
                        Underlying    Options/SARS                              Grant Date
                       Options/SARs    Granted to     Exercise or                 Present
                          Granted      Employees      Base Price   Expiration      Value
Name                      (#) (2)    in Fiscal Yr.      ($/Sh)        Date         ($)(3)
----                   ------------  -------------    -----------  ----------   ----------
<S>                      <C>            <C>           <C>           <C>        <C>
Joseph Coors, Jr.         162,000        31.9%         $24.4444      2/09/09    $2,280,960

John K. Coors              64,969                      $24.4444      2/09/09    $  914,764
                            9,281                      $22.1111      8/31/09    $  118,147
                           ------
                           74,250        14.6%

Derek C. Johnson           27,000                      $24.444       2/09/09    $  380,160
                            5,344                      $22.1111      8/31/09    $   68,029
                           ------
                           32,344         6.4%

Larry D. Murphy            47,813         9.4%         $17.1111     10/01/09    $  470,958

Joseph G. Warren, Jr.      28,125         5.5%         $22.1111      8/31/09    $  358,031

</TABLE>

                                       42

<PAGE>

(1)  All  options are granted at the Common  Stock's  market  value on the grant
     date, and each grant has an expiration date as specified in the table.  All
     options  vest in the event of a change in control.  The option price may be
     paid in cash,  by  surrendering  shares  owned for more  than 6 months,  or
     through  irrevocable  instructions  to a broker to deduct the option  price
     from the  proceeds  of the sale.  Options  include the right to have shares
     withheld  by  the  Company  to  pay  withholding  tax  obligations  due  in
     connection with the exercise.

(2)  The number of options  granted  during 1999 was based on 3 times the number
     of options  normally granted on an annual basis.  Therefore,  the optionees
     are not eligible for another annual grant until 2002.  The options  granted
     in 1999 vest 50 percent if the Company's stock price is $20.00 per share on
     average for 30  consecutive  trading days and the remaining 50 percent vest
     if the  Company's  stock  price  is  $25.00  per  share on  average  for 30
     consecutive  trading  days.  In any event,  100 percent vest upon the fifth
     anniversary of the grant date. Each vested  increment is exercisable  until
     the tenth anniversary of the grant date.

(3)  Values indicated are an estimate based on the Black-Scholes  option pricing
     model  using  the  following  assumptions:  (a) 30.8  percent  stock  price
     volatility  based on the average  stock price  volatility  of the companies
     included in the S&P Manufacturing (Diversified/Industrials) Index; (b) 6.66
     percent  risk-free  rate of return for the  February  1999  grants and 6.65
     percent  risk-free  rate of return for the  August  1999 and  October  1999
     grants;  (c) zero dividend yield; (d) anticipated  exercising at the end of
     the option term; and (e) no adjustment for  non-transferability  or risk of
     forfeiture.  The actual value  realized will be determined by the excess of
     the  stock  price  over  the  exercise  price on the  date  the  option  is
     exercised.  There is no certainty  the actual value  realized will be at or
     near the value estimated by the Black-Scholes option pricing model.

AGGREGATED  OPTION/SAR  EXERCISES  IN  LAST  FISCAL  YEAR  AND  FISCAL  YEAR-END
OPTION/SAR VALUES

<TABLE>
<CAPTION>
                                                         Number of Securities          Value of Unexercised
                                                        Underlying Unexercised             In-The-Money
                       Shares Acquired     Value             Options/SARs                  Options/SARs
                         On Exercise      Realized         At 12/31/99 (#)             at 12/31/99 ($) (1)
         Name                (#)            ($)       Exercisable  Unexercisable   Exercisable    Unexercisable
---------------------  ---------------    --------    -----------  -------------   -----------    -------------
<S>                         <C>            <C>        <C>           <C>              <C>            <C>
  Joseph Coors, Jr.          0              $0         366,656       188,063          $0             $     0
   John K. Coors             0              $0          29,432        91,126          $0             $     0
  Derek C. Johnson           0              $0           6,375        37,219          $0             $     0
  Larry D. Murphy            0              $0            0           47,813          $0             $42,501
Joseph G. Warren, Jr.        0              $0            0           28,125          $0             $     0

</TABLE>

(1)  Value of  unexercised  options  equals market value of the shares  ($18.00)
     underlying  in-the-money  options at January  3,  2000,  less the  exercise
     price, times the number of in-the-money options outstanding.

RETIREMENT PLAN

     The Board of  Directors  of ACX  approved  the  spin-off  of the assets and
liabilities  of the ACX  Technologies,  Inc.  Retirement  Plan  attributable  to
current and former  employees of CoorsTek and its  subsidiaries  into a separate
CoorsTek  Retirement Plan  ("Retirement  Plan"),  effective August 31, 1999. The
Retirement  Plan's assets are held in trust.  The  provisions of the  Retirement
Plan are  substantially  the same as the  provisions  applicable to the CoorsTek
portion of the ACX Retirement  Plan. The Retirement  Plan is  administered by an
administrative committee appointed by the Board of Directors of CoorsTek.

     The retirement  benefit is generally based on length of service and average
monthly  compensation.  Compensation  taken  into  account  is  the  total  base
compensation,  including  commissions,  overtime pay and amounts deferred by the
employee  under  Company  plans  pursuant to ss. 125 and 401(k) of the  Internal
Revenue Code of 1986,  as amended,  but  excluding  profit  sharing pay and cash
bonuses.  Average monthly compensation is determined by using the average of the
highest 36 consecutive  months out of the last ten years,  including  years with
ACX and its subsidiaries and Adolph Coors Company and its subsidiaries.


                                       43

<PAGE>

     The  normal  annual  retirement  benefit  equals  1.25% of  average  annual
compensation times years of service (maximum of 25 years),  plus 0.5% of average
annual  compensation  in excess of covered  compensation  times years of service
(maximum of 25 years),  plus 0.5% of average annual  compensation times years of
service in excess of 25 years, plus, beginning in 1996, the sum of 1.5% of bonus
pay for each plan year (not to exceed 25% of base pay). Covered  compensation is
generally  based on an  average  of the Social  Security  taxable  wage bases in
effect during the 35 years ending with the calendar year in which the employee's
social  security  retirement  age  occurs.  Years of service  includes  years of
service  with  ACX  and its  subsidiaries  (and  Adolph  Coors  Company  and its
subsidiaries with respect to certain employees).

     Unreduced normal retirement  benefits are payable under the Retirement Plan
at (i) age 65,  regardless  of years of  service  or (ii) any time  after age 60
provided  age plus  years of  vesting  service  total at least 90.  The  benefit
accrued  under the pension  formula set forth above is in the form of a straight
life annuity. An employee with at least ten years of vesting service who retires
prior to normal retirement date is eligible for a retirement benefit, at reduced
rates, provided the employee is at least age 55.

     The   following   table  sets  forth   annual   retirement   benefits   for
representative  years of service and average annual  compensation as of December
31, 1999.  The amounts shown in the table were  calculated  without  taking into
account an amount for covered  compensation;  accordingly,  the  benefits  shown
would be  subject  to a  reduction  to reflect  the  payment of Social  Security
benefits.  Furthermore,  the amounts shown in the table were calculated  without
adding any amounts  related to the portion of the formula which adds,  beginning
in 1996,  the sum of 1.5% of bonus pay for each plan year (not to exceed  25% of
base  pay).  This  portion  of  the  formula  is not  based  on  average  annual
compensation.

     The maximum permissible  benefit under ERISA from the qualified  Retirement
Plan for 1999 was $130,000. In addition,  the maximum compensation for 1999 that
may be used in  determining  benefits  from  the  qualified  Retirement  Plan is
$160,000.  CoorsTek's  Executive  Deferred  Compensation  Plan  provides for the
benefits  that are not payable  from the  Retirement  Plan  because of these two
limitations.  The amounts shown in this table include the benefits payable under
the Executive Deferred Compensation Plan because of these two limitations.

                                  PENSION PLAN

                                          YEARS OF SERVICE
                        --------------------------------------------------------
REMUNERATION (1)       15           20          25          30          35
----------------   --------     --------     --------    --------     --------
     $125,000      $ 32,813     $ 43,750     $ 54,688    $ 65,625     $ 68,750
     $150,000        39,375       52,500       65,625      78,750       82,500
     $175,000        45,938       61,250       76,563      91,875       96,250
     $200,000        52,500       70,000       87,500     105,000      110,000
     $225,000        59,063       78,750       98,438     118,125      123,750
     $250,000        65,625       87,500      109,375     131,250      137,500
     $275,000        72,188       96,250      120,313     144,375      151,250
     $300,000        78,750      105,000      131,250     157,500      165,000
     $325,000        85,313      113,750      142,188     170,625      178,750
     $350,000        91,875      122,500      153,125     183,750      192,500
     $375,000        98,438      131,250      164,063     196,875      206,250
     $400,000       105,000      140,000      175,000     210,000      220,000
     $425,000       111,563      148,750      185,938     223,125      233,750
     $450,000       118,125      157,500      196,875     236,250      247,500
     $475,000       124,688      166,250      207,813     249,375      261,250
     $500,000       131,250      175,000      218,750     262,500      275,000
     $525,000       137,813      183,750      229,688     275,625      288,750
     $550,000       144,375      192,500      240,625     288,750      302,500
     $575,000       150,938      201,250      251,563     301,875      316,250


(1)  As of fiscal  year-end  1999,  average annual  compensation  covered by the
     Retirement Plan, which is equal to the highest average salary amount over a
     consecutive  36 month period in the last 10 years,  and  credited  years of
     service with ACX, including previous compensation and years of service with
     CoorsTek and its  subsidiaries,  for the named  executives  are as follows:

                                       44

<PAGE>

     Joseph Coors,  Jr.--$466,808 and 22 years; John K.  Coors--$174,152  and 20
     years;  and Derek C. Johnson--  $125,600 and 14 years.  Larry D. Murphy and
     Joseph G.  Warren,  Jr.  have been with  CoorsTek  and/or ACX less than the
     above 36-month period.

EMPLOYMENT  CONTRACTS,   TERMINATION  OF  EMPLOYMENT,  SALARY  CONTINUATION  AND
CHANGE-IN-CONTROL ARRANGEMENTS

     CoorsTek has employment  contracts  with all of the named  executives for a
three year period. Under the contracts,  the executives receive an annual salary
as indicated in the Compensation Table,  receive a $25,000 signing bonus and are
eligible to  participate  in equity  incentive and annual bonus plans.  Larry D.
Murphy received 47,813 CoorsTek nonqualified stock options and Joseph G. Warren,
Jr.  received  28,125  CoorsTek  nonqualified  stock options  subject to vesting
conditions based on time and stock performance.  Upon termination, the executive
receives:  nothing if terminated for cause; the greater of the remaining term or
one  year's  salary if  termination  is not for  cause  but two years  salary if
termination  is due to a Change in Control (as  defined in the stock  option and
incentive  plan);  and a gross-up  amount if certain  excise  tax  payments  are
triggered.

     Compensation  received by the named  executives  upon  retirement  includes
normal  retirement  benefits  and,  for  the  Chief  Executive  Officer  and the
President,  a number of shares of stock to be granted under salary  continuation
agreements.  The shares  will be payable  in full upon  retirement  at age 60 or
after.  Additionally,  the shares  will be 50  percent  vested at age 50 with 10
years of service and the remaining 50 percent will vest in 5 percent  increments
between ages 51 and 60.

     In  addition,  in the case of a Change in Control of  CoorsTek,  CoorsTek's
compensation  plans will be affected as follows:  (1) under the Stock Option and
Incentive Plan, all outstanding  options will become exercisable in full and all
stock units will become payable in full and prorated  bonuses will be calculated
and paid,  if  earned;  (2)  under the  Executive  Deferred  Compensation  Plan,
distributions  of  deferred  amounts  will be made in a lump sum  within 90 days
after the Change in Control;  and (3) under the salary continuation  agreements,
stock units vest 100%  without  regard to the  executive's  age or service.  The
definition  of change  in  control  for these  purposes  is as  follows:  (i) if
beneficial  ownership  of 50% or  more  of  either  the  outstanding  shares  of
CoorsTek's  common stock or the combined voting power of CoorsTek's voting stock
is acquired by persons or entities  not related to CoorsTek  without  consent of
the current Board, (ii) upon the election of individuals constituting a majority
of the  Board  who were  either  not  members  prior to  their  election  or not
recommended to the stockholders by the Board, (iii) upon a merger, consolidation
or sale of all or substantially all of CoorsTek's assets, whereupon (a) at least
50% of the  outstanding  shares of  CoorsTek's  common stock and of the combined
voting power of voting  securities are not held in the same  proportion,  and by
the same persons as the beneficial  owners prior to such event, (b) at least 35%
of  CoorsTek's  common  stock is held by a person  that did not hold such amount
prior to the event and (c) a majority of the current  Board did not  continue to
serve as  directors,  or (iv)  approval  by the  stockholders  of  CoorsTek of a
complete liquidation or dissolution of CoorsTek.

                                       45


<PAGE>


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,
            DIRECTORS AND EXECUTIVE OFFICERS OF COORSTEK

     The following table lists beneficial  ownership of CoorsTek common stock as
of March 13, 2000 by owners of more than five percent of CoorsTek  common stock,
each of the directors,  each of the named  executive  officers and all directors
and executive  officers of CoorsTek as a group.  Except as otherwise  indicated,
the beneficial owner has sole voting and investment power.

<TABLE>
<CAPTION>
                                                                        AMOUNT AND NATURE OF
                                               ADDRESS FOR 5%                BENEFICIAL         PERCENT
                NAME                               OWNERS                     OWNERSHIP         OF CLASS
-------------------------------------      ----------------------       --------------------    --------
<S>                                        <C>                                 <C>                <C>
Adolph Coors, Jr. Trust                     Adolph Coors Company                700,000            9.8%
  (William K. Coors, Jeffrey H.            Golden, Colorado 80401
  Coors, J. Brad Coors, Joseph
  Coors, and Peter H. Coors, co-
  trustees with shared voting and
  investment power)

Grover C. Coors Trust                       Adolph Coors Company                681,753            9.6%
  (William K. Coors, Jeffrey H.            Golden, Colorado 80401
  Coors, John K. Coors, Joseph
  Coors, and Joseph Coors, Jr.,
  Co-trustees with shared voting and
  investment power)

May Kistler Coors Trust                     Adolph Coors Company                431,663            6.0%
  (William K. Coors, Jeffrey H.            Golden, Colorado 80401
  Coors, Joseph Coors, Joseph
  Coors, Jr. and Peter H. Coors,
  co-trustees with shared voting
  and investment power)

Herman F. Coors Trust                       Adolph Coors Company                358,750            5.0%
  (William K. Coors, Jeffrey H.            Golden, Colorado 80401
  Coors, Joseph Coors, Joseph
  Coors, Jr. and Peter H. Coors,
  co-trustees with shared voting
  and investment power)

Jeffrey H. Coors (1)                       ACX Technologies, Inc.               455,574            6.4%
                                           Golden, Colorado 80403

Joseph Coors (2)                            Adolph Coors Company                494,947            6.9%
                                           Golden, Colorado 80401

Peter H. Coors (3)                          Adolph Coors Company                433,931            6.1%
                                           Golden, Colorado 80401

William K. Coors (4)                        Adolph Coors Company                463,271            6.5%
                                           Golden, Colorado 80401

</TABLE>


                                       46

<PAGE>

<TABLE>
<CAPTION>

                                                                        Amount and Nature of
                                               Address for 5%                 Beneficial         Percent
         Name                                      Owners                      Ownership         of Class
---------------------                   -----------------------------   --------------------     --------
<S>                                    <C>                                     <C>               <C>
Joseph Coors, Jr. (5)                          CoorsTek, Inc.                   806,314           11.3%
                                        16000 Table Mountain Parkway
                                           Golden, Colorado 80403
John K. Coors (6)                                                                30,394              *
David A. Coulter                                                                    0                *
John E. Glancy                                                                      0                *
John Markle, III                                                                    0                *
Donald E. Miller                                                                    0                *
Kimberly S. Patmore                                                                 0                *
Robert L. Smialek                                                                 1,000              *

Derek C. Johnson (7)                                                             10,035              *
Larry D. Murphy                                                                     0                *
Joseph G. Warren, Jr.                                                               0                *

Directors and Executive Officers

  as a Group (12 persons)                                                       850,693           11.9%

</TABLE>

                -------------
 *   Holds less than 1% of the Common Stock

(1)  Includes  431,663  shares  held by  Jeffrey  H. Coors as trustee of the May
     Kistler Coors Trust, as to which he shares voting and investment power with
     William K. Coors,  Joseph Coors,  Joseph Coors,  Jr. and Peter H. Coors, as
     co-trustees.

(2)  Includes  431,663 shares held by Joseph Coors as trustee of the May Kistler
     Coors Trust, as to which he shares voting and investment power with William
     K.  Coors,  Jeffrey H. Coors,  Joseph  Coors,  Jr. and Peter H.  Coors,  as
     co-trustees. Also includes 62,500 shares held by Joseph Coors as co-trustee
     of his revocable trust.

(3)  Includes  431,663  shares  held by Peter H.  Coors  as  trustee  of the May
     Kistler Coors Trust, as to which he shares voting and investment power with
     William K. Coors,  Joseph Coors, Joseph Coors, Jr. and Jeffrey H. Coors, as
     co-trustees.

(4)  Includes  431,663  shares  held by  William  K. Coors as trustee of the May
     Kistler Coors Trust, as to which he shares voting and investment power with
     Jeffrey H. Coors,  Joseph Coors,  Joseph Coors,  Jr. and Peter H. Coors, as
     co-trustees.

(5)  Includes  431,663  shares held by Joseph  Coors,  Jr. as trustee of the May
     Kistler Coors Trust, as to which he shares voting and investment power with
     William K. Coors,  Jeffrey H. Coors,  Joseph  Coors and Peter H. Coors,  as
     co-trustees.  Does not  include  1,013  shares  of  CoorsTek  common  stock
     restricted   and  unissued  until  the  earlier  of  retirement  or  death,
     disability or termination  of employment;  or 36,018 shares of common stock
     restricted  and  unissued  until  retirement.  Includes  360,547  shares of
     CoorsTek  common  stock  issuable  pursuant to options  that are  currently
     exercisable or will be exercisable within 60 days.

(6)  Does not include  10,213  shares of CoorsTek  common stock  restricted  and
     unissued until retirement.  Includes 29,432 shares of CoorsTek common stock
     issuable  pursuant to options  that are  currently  exercisable  or will be
     exercisable within 60 days.

(7)  Includes 7,875 shares of CoorsTek common stock issuable pursuant to options
     that are currently exercisable or will be exercisable within 60 days.

                                       47

<PAGE>


ITEM 13.  RELATED PARTY INFORMATION

     In the past,  ACX and CoorsTek  have engaged in various  transactions  with
each other.  These  transactions,  which  included  financial  support by ACX of
CoorsTek,  ceased  at the time of the  spin-off.  ACX no  longer  has  ownership
interest in CoorsTek and no longer provides  managerial or financial  support to
it. ACX and  CoorsTek  have  entered  into  contracts  that will govern  certain
relationships   between  them   following   the   Distribution,   including  the
Distribution  Agreement and the  agreements  described  below.  CoorsTek and ACX
believe  that  these  agreements  are at fair  market  value  and  are on  terms
comparable  to those that would have been reached in  arm's-length  negotiations
had the parties been unaffiliated at the time of the negotiations.

     The  Distribution  Agreement and the other  agreements  described below are
included as exhibits to CoorsTek's registration statement on Form 10.

TAX SHARING AGREEMENT

     ACX,  CoorsTek  and their  respective  subsidiaries  are  parties  to a Tax
Sharing  Agreement that defines the parties' rights and obligations with respect
to  deficiencies  and refunds of Federal,  state and other taxes relating to the
CoorsTek  business  for tax years  prior to the  spin-off  and with  respect  to
certain  tax  attributes  of CoorsTek  after the  spin-off.  In general,  ACX is
responsible  for filing  federal and state tax returns and paying the associated
taxes for periods through the Distribution Date. CoorsTek will reimburse ACX for
the  portion  of such taxes  relating  to the  CoorsTek  business.  CoorsTek  is
responsible for filing returns and paying taxes related to the CoorsTek business
for periods  beginning on or after the Distribution  Date. ACX and CoorsTek have
agreed to cooperate  with each other and to share  information in preparing such
tax returns and in dealing  with other tax  matters.  ACX and  CoorsTek  will be
responsible for their own taxes other than those described above.

     The Tax  Sharing  Agreement  is  designed  to  preserve  the  status of the
spin-off as a tax-free  distribution.  CoorsTek  has agreed that it will refrain
from engaging in certain  transactions  during the two-year period following the
spin-off  unless it first  provides ACX with a ruling from the Internal  Revenue
Service or an opinion of tax counsel acceptable to ACX that the transaction will
not  adversely  affect the tax-free  nature of the  spin-off.  The  transactions
subject to these  restrictions,  which are not  expected  to  materially  affect
CoorsTek's   operating   flexibility,   consist  of  liquidations,   mergers  or
consolidations  of CoorsTek,  redemptions by CoorsTek of certain  amounts of its
stock, sales of assets out of the ordinary course of business, discontinuance of
certain  businesses  and  certain  issuances  of  CoorsTek's  common  stock.  In
addition,  CoorsTek  has agreed to  indemnify  ACX against any tax  liability or
other  expense it may incur if the  spin-off  is  determined  to be taxable as a
result of CoorsTek's breach of any covenant or  representation  contained in the
Tax Sharing  Agreement or CoorsTek's action in effecting such  transactions.  By
its terms, the Tax Sharing Agreement terminates when the statutes of limitations
under applicable tax laws expire.

TRANSITIONAL SERVICES AND OTHER AGREEMENTS

     In the past,  ACX and  CoorsTek  provided  services  for each other such as
insurance administration,  joint purchasing and telecommunications  services. To
facilitate  an orderly and mutually  beneficial  transition to the status of two
separate  public  companies,  certain  of these  services  will  continue  to be
provided by contract on a  transitional  basis for up to one-year  following the
Distribution  Date. ACX and CoorsTek and  subsidiaries  of ACX and CoorsTek,  as
applicable,  will  enter into one or more  transitional  service  agreements  to
provide  services deemed  necessary or desirable by the parties.  The agreements
referred  to  above,  individually  or  collectively,  are not  material  to the
business of CoorsTek.

     ACX  and  CoorsTek   have  agreed  to  enter  or  cause  their   respective
subsidiaries  to enter into a joint defense  agreement in the event both ACX (or
one  or  more  of  its  subsidiaries)  and  CoorsTek  (or  one  or  more  of its
subsidiaries)  may  be  involved  in  litigation,   and  have  entered  into  an
Environmental    Responsibility   Agreement   allocating    responsibility   for
environmental  liabilities  if  they  should  occur.  ACX,  CoorsTek  and  their
respective subsidiaries have agreed to give notice and to cooperate with respect
to any such  environmental  matter and have agreed to indemnify  one another for
their respective environmental practices under the environmental  responsibility
agreement.  Any joint  defense  agreement  would  provide for  management of the
proceeding and  allocation of related costs,  liabilities  and  recoveries.  The
stated  terms of any joint  defense  agreement  that may be  entered  into would
typically be tied to the duration of the  litigation  that is the subject matter
of the agreement.

                                       48

<PAGE>

                                     Part IV

ITEM 14.  INDEX TO EXHIBITS; 8-K FILINGS

(a)   INDEXES TO EXHIBITS
-------------------------

NUMBER   DOCUMENT DESCRIPTION
-----------------------------

  2       Distribution Agreement^

  3.1     Certificate of Incorporation of Registrant*

  3.2     Bylaws of Registrant*

  4.1     Rights Agreement^

  4.2     Certificate of Designation, Preferences  and Rights of Series A Junior
          Participating Preferred Stock^

 10.1     Description of Officers' Life Insurance Program*

 10.2     CoorsTek, Inc. Stock Option and Incentive Plan*

 10.3     CoorsTek, Inc. Executive Deferred Compensation Plan*

 10.4     Tax Sharing Agreement^

 10.5     Environmental Responsibility Agreement^

 10.6     Master Transition Materials and Services Agreement^

 10.7     Amended Salary Continuation Agreement for John K. Coors*

 10.8     Amended Salary Continuation Agreement for Joseph Coors, Jr.*

 10.9     Employment Agreement for John K. Coors*

 10.10    Employment Agreement for Joseph Coors, Jr.*

 10.11    Employment Agreement for Derek C. Johnson*

 10.12    Employment Agreement for Larry D. Murphy*

 10.13    Employment Agreement for Joseph G. Warren, Jr.*

 10.14    CoorsTek Revolving Credit and Term Loan Agreement

 21       List of Subsidiaries

 23       Consents

 27       Financial Data Schedule

--------
^    Filed with amendment to registration statement on Form 10 filed December 2,
     1999
*    Filed with  amendment to  registration  statement on Form 10 filed December
     14, 1999

Reports on Form 8-K
-------------------
     Not applicable.

                                       49


<PAGE>
                                   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.

                                       CoorsTek, Inc.

Date:  March 30, 2000                  By  /s/Joseph Coors, Jr.
     ---------------------------       ------------------------
                                           Joseph Coors, Jr.
                                           Chairman and Chief Executive Officer

Date:  March 30, 2000                  By  /s/John K. Coors
     ---------------------------       --------------------
                                           John K. Coors
                                           President

Date:  March 30, 2000                  By  /s/Joseph G. Warren, Jr.
     ---------------------------       ----------------------------
                                           Joseph G. Warren, Jr.
                                           Chief Financial Officer and Treasurer

     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 date indicated.

Date:  March 30, 2000                  By  /s/Joseph Coors, Jr.
     ---------------------------       ------------------------
                                           Joseph Coors, Jr.
                                           Chairman of the Board of Directors
                                           and Chief Executive Officer
                                           and Director

Date:  March 30, 2000                  By  /s/John K. Coors
     ---------------------------       --------------------
                                           John K. Coors
                                           President and Director

Date:  March 30, 2000                  By  /s/David A. Coulter
     ---------------------------       -----------------------
                                           David A. Coulter
                                           Director

Date:  March 30, 2000                  By  /s/John E. Glancy
     ---------------------------       ---------------------
                                           John E. Glancy
                                           Director

Date:  March 30, 2000                  By  /s/John Markle, III
     ---------------------------       -----------------------
                                           John Markle, III
                                           Director

Date:  March 30, 2000                  By  /s/Donald E. Miller
     ---------------------------       -----------------------
                                           Donald E. Miller
                                           Director

Date:  March 30, 2000                  By  /s/Kimberly S. Patmore
     ---------------------------       --------------------------
                                           Kimberly S. Patmore
                                           Director

Date:  March 30, 2000                  By  /s/Robert L. Smialek
     ---------------------------       ------------------------
                                           Robert L. Smialek
                                           Director

                                       50