SecProbe.io

July 20, 2012

Via E -mail
Mr. John D. Grampa
Senior  Vice President  Finance and Chief Financial Officer
Materion C orporation
6070 Parkland Blvd.
Mayfield Hts., OH 44124

Re: Materion C orporation
 Form 10-K
Filed February 29 , 2012
File No. 1-15885

Dear Mr. Grampa :

We have reviewed your filing  and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please te ll us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for the year ended December 31, 20 11

Risk Factors, page 8

1. In your letter dated July 2, 2010 , in response to comment 1 in our letter dated June 22,
2010, you indicated you would “ disclose, as appropriate and to the extent estimable, the
impact of project cancellations, if any, that are material to our operating results, liquidity
or financial position  for the periods presented .”  We note your current disclosure on page
11 that various projects that have been cancelled “had, and will have, a negative impact
on our revenue.”  Please revise future filings to clarify whether the historical and
expected fut ure impact of any cancellations has been material and include appropriate
quantified disclosure, when material.

2. Please te ll us and revise future filings to clarify how frequently you perform physical
inventories and whether the net inventory valuation los s of $3.6 million in the fourth

Mr. John D. Grampa
Materion Corporation
July 20, 2012
Page 2

 quarter of 2011 was the only adjustment during the fiscal year.  Please tell us the gross
adjustments made during the fiscal year as a result of physical inventories and explain the
underlying reasons for the differences.

3. Regarding the risk factor on page 16 about being a holding company and relying on funds
from your subsidiaries, in future filings, please clarify to state, if true, that no significant
amount of net assets are currently restricted under existing legal and c ontractual
provisions. Alternatively, quantify the amount of restricted net assets, if material.  We
note your letter dated July 2, 2010 , in response to comment 10 in our letter dated June 22,
2010.

Management’s Discussion and Analysis, page 24

Working Ca pital, page 40

4. On page  41 you explain the increase in inventories in part by noting percentage changes
in inventories at the segment level with description of underlying reasons.  In future
filings, please quantify the dollar impact on inventories for the  segments so the reader can
understand the magnitude of the impact of the reasons described.

Critical Accounting Policies, page 48

5. We note your disclosure on page 50 in your pension critical accounting policy that the
projected cash contribution to be ma de to your pension plans will be $11.2 million in
2012.  Given the unfunded status of your pension plans is material to your consolidated
financial statements, please revise future filings to: i) address the materiality of the
payment to your r esults of operations and cash flows and/or liquidity; and ii) discuss the
unfunded status of the plan and the potential impact on future operations.

Note G – Leasing Arrangements, page 73

6. In your letter  dated July 2, 2010 , in response to comment 9 in our letter dated June 22,
2010, you stated that you would disclose whether you were in compliance with the
restrictive covenants under your facility lease.  Please confirm to us that you were in
compliance therewith as of December 31, 2011 , and revise future f ilings accordingly.

Note J – Contingencies and Commitments, page 83

7. You state the resolution of future beryllium proceedings is not expected to have a
material adverse effect on financial condition or cash flow but could materially affect
results of oper ations.  In future filings, please disclose the amount or range of reasonably
possible losses in addition to any amounts accrued or disclose that the amount cannot be
estimated.  Alternatively, you can disclose that any amount in addition to the amount
accrued is not material to the financial statements, if true.  However, a statement that it

Mr. John D. Grampa
Materion Corporation
July 20, 2012
Page 3

 would not be material to the balance sheet but could be to the income statement does not
satisfy the disclosure requirements of ASC 450 -20-50.  Please note you can agg regate the
dollar amount of the reasonably possible range of loss with similar contingencies.

8. You state on page 84 that it is possible that additional environmental losses may occur
beyond the current reserve balances, “the extent of which cannot be estim ated.”  It is not
clear whether you mean the aggregate amount of additional losses cannot be estimated or
whether the amount of reasonably possible loss cannot be estimated for each site or
activity where an amount in addition to the amount accrued may be material to the
financial statements.  Please clarify.  Also, (1) explain to us the procedures you undertake
on a quarterly basis to attempt to develop a range of reasonably possible loss for
disclosure for specific material environmental matters and (2) f or each material matter,
what specific factors are causing the inability to estimate and when you expect those
factors to be alleviated.  We recognize that there are a number of uncertainties and
potential outcomes associated with loss contingencies.  None theless, an effort should be
made to develop estimates for purposes of disclosure, including determining which of the
potential outcomes are reasonably possible and what the reasonably possible range of loss
would be for those reasonably possible outcomes.   Please include your proposed
disclosures in your respon se.

Exhibit (4c)

9. We note that you incorporate by reference exhibit 10.1 to the Current Report on Form 8 -
K filed on July 18, 2011.  We note also that you did not file all attachments to that
exhibit .  Unlike Item 601(b)(2) of Regulation S -K, there is no provision in Item
601(b)(10) of Regulation S -K for excluding attachments.  Please refile exhibit 10.1 with
all attachments.

Form 10 -Q for the period ended March 30, 2012

Management’s Discussion and Analysis, page 12

10. We note the increase in accounts receivable of 18% during the first quarter of 2012,
compared to a sales increase of only 6%.  Given accounts receivable had a material
impact on your operating cash flows, please revise future quarterly f ilings to quantify
DSO and provide explanations of material variances therein, in addition to providing
such information in your Forms 10 -K.  We note the limited disclosure made on page 20.
Please also explain any historical and expected seasonal changes in accounts receivable.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules  require.   Since the company and its management are

Mr. John D. Grampa
Materion Corporation
July 20, 2012
Page 4

 in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;
 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Jenn Do at (202) 551-3743 , or me at (202) 551 -3355  if you have
questions regarding comments on the financial statements and related matters.  Please contact
Edward M. Kelly, Senior Counsel, at (202) 551 -3728 or, in his absence, Craig E. Slivka, Special
Counsel , at (202) 55 1-3729, with any other questions.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Branch Chief