8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):

July 27, 2011

Cabot Microelectronics Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-30205	36-4324765
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification)

870 Commons Drive, Aurora, Illinois	60504
(Address of principal executive offices)	(Zip Code)

(630) 375-6631

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02                      Results of Operations and Financial Condition.

On July 27, 2011, Cabot Microelectronics Corporation issued a press release entitled “Cabot Microelectronics Corporation Reports Solid Results for Third Quarter of Fiscal 2011,” a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.  The press release contains financial and other information including that related to the Company’s third fiscal quarter ended June 30, 2011.  The press release also includes cautionary statements identifying important factors that could cause actual results to differ materially from those described by any forward-looking statements.

This information is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01                      Financial Statements and Exhibits.

(c)	Exhibits
	The following exhibit is being furnished, not filed, herewith pursuant to  Item 2.02 of Form 8-K:
	99.1           Press release, dated July 27, 2011, entitled “Cabot Microelectronics Corporation Reports Solid Results for Third Quarter of Fiscal 2011.”

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CABOT MICROELECTRONICS CORPORATION
Date: July 27, 2011	By:	/s/ WILLIAM S. JOHNSON
		William S. Johnson
		Vice President and Chief Financial Officer
		[Principal Financial Officer]

INDEX TO EXHIBITS

Exhibit Number	Title
99.1	Press release, dated July 27, 2011, entitled “Cabot Microelectronics Corporation Reports Solid Results for Third Quarter of Fiscal 2011.”

EX-99.1

EXHIBIT 99.1

PRESS RELEASE

 Contact:

 Trisha Tuntland

 Manager of Investor Relations

 Cabot Microelectronics Corporation

 (630) 499-2600

CABOT MICROELECTRONICS CORPORATION REPORTS

SOLID RESULTS FOR THIRD QUARTER OF FISCAL 2011

Revenue of $111.8 Million

Gross Profit Margin of 47.4 Percent of Revenue

Earnings Per Share of 54 Cents

AURORA, IL, July 27, 2011 – Cabot Microelectronics Corporation (Nasdaq:  CCMP), the world’s leading supplier of chemical mechanical planarization (CMP) polishing slurries and a growing CMP pad supplier to the semiconductor industry, today reported financial results for its third quarter of fiscal 2011, which ended June 30.

Total revenue during the third fiscal quarter was $111.8 million, which represents an increase of 10.0 percent compared to the same quarter last year and an increase of 2.0 percent compared to the prior quarter, on continued solid demand for the company’s products.  The company achieved a gross profit margin of 47.4 percent of revenue in the third fiscal quarter and diluted earnings per share of $0.54.  During the quarter, the company purchased $15 million of stock, under the company’s $125 million share repurchase program.

“Our solid revenue and earnings this quarter reflect our continued execution against our strategic initiatives and sustained growth in the semiconductor industry.  We are proud that year to date, our revenue has grown nearly 13 percent and our earnings per share have grown 23 percent over the record level of performance we achieved last year”, said William Noglows, Chairman and CEO of Cabot Microelectronics.  “While some industry analysts are indicating signs of potential near-term softness in industry demand, we currently expect solid year over year growth for our company on a full year basis.”

Mr. Noglows continued, “We are confident that the investments we are making in the Asia Pacific region, including our new research, development and manufacturing facility in South Korea and our manufacturing capacity expansion in Japan, will further strengthen our global competitive position and contribute to the company’s continued growth.  We look forward to leveraging these facilities to further expand our collaboration with customers, as we continue to meet their increasing performance requirements.”

Key Financial Information

Total third fiscal quarter revenue of $111.8 million represents a 10.0 percent increase from the $101.7 million reported in the same quarter last year and a 2.0 percent increase from $109.7 million last quarter.  The increase in revenue from the same period last year reflects increased demand within each of the company’s business areas, except for the company’s polishing pads business.  Compared to the prior quarter, revenue for each of the company’s CMP slurry application areas increased, except for data storage applications, and revenue from the pads and Engineered Surface Finishes (ESF) business areas decreased.  Year to date revenue of $335.7 million represents an increase of 12.7 percent from the prior year, driven by double-digit growth in the company’s CMP slurry and ESF business areas and continued growth in the pads business.

Gross profit, expressed as a percentage of revenue, was 47.4 percent this quarter, which is lower than the 49.1 percent of revenue reported in the same quarter a year ago and 48.1 percent last quarter.  Compared to the year ago quarter, gross profit percentage decreased primarily due to foreign exchange rate changes, in particular the weakening of the U.S. dollar versus the Japanese yen, and selective price reductions, partially offset by a higher value product mix.  The decrease in gross profit percentage versus the previous quarter was primarily due to lower yields in the company’s manufacturing operations and increased fixed manufacturing costs, partially offset by lower variable manufacturing costs in selected areas.  Year to date, gross profit represented 48.6 percent of revenue, which is consistent with the company’s full year guidance range of 48 to 50 percent of revenue.

Operating expenses, which include research, development and technical, selling and marketing, and general and administrative expenses, were $33.4 million in the third fiscal quarter, or $1.1 million less than the $34.5 million reported in the same quarter a year ago, driven primarily by lower professional fees, including costs to enforce the company’s intellectual property.  Operating expenses were $0.1 million higher than the $33.3 million reported in the previous quarter. Year to date, total operating expenses were $99.7 million, or 29.7 percent of revenue, which is 2.9 percent higher than during the same period last year.  The company continues to expect its full year operating expenses to be within a range of $130 million to $135 million for fiscal 2011.

Net income for the quarter was $12.8 million, or 26.7 percent higher than the $10.1 million reported in the same quarter last year primarily due to the higher level of sales and lower operating expenses, partially offset by lower gross profit margin.  Compared to $13.1 million in the previous quarter, net income was down 2.3 percent due to the unfavorable impact of foreign exchange rates, which is reflected in other income, and lower gross profit margin.  Year to date, net income of $42.4 million was up 24.0 percent compared to the prior year.

Diluted earnings per share were $0.54 this quarter, up from $0.43 reported in the third quarter of fiscal 2010 and down from $0.55 reported in the previous quarter.  Year to date, diluted earnings per share of $1.80 were up 23.3 percent compared to last year.

CONFERENCE CALL

Cabot Microelectronics Corporation’s quarterly earnings conference call will be held today at 9:00 a.m. Central Time.  The conference call will be available via live webcast and replay from the company’s website, www.cabotcmp.com, or by phone at (866) 543-6408.  Callers outside the U.S. can dial (617) 213-8899.  The conference code for the call is 57003081.  A transcript of the formal comments made during the conference call will also be available in the Investor Relations section of the company’s website.

ABOUT CABOT MICROELECTRONICS CORPORATION

Cabot Microelectronics Corporation, headquartered in Aurora, Illinois, is the world's leading supplier of CMP polishing slurries and a growing CMP pad supplier to the semiconductor industry. The company's products play a critical role in the production of advanced semiconductor devices, enabling the manufacture of smaller, faster and more complex devices by its customers.  The company’s mission is to create value by developing reliable and innovative solutions, through close customer collaboration, that solve today’s challenges and help enable tomorrow’s technology.  Since becoming an independent public company in 2000, the company has grown to approximately 1,000 employees on a global basis.  For more information about Cabot Microelectronics Corporation, visit www.cabotcmp.com or contact Trisha Tuntland, Manager of Investor Relations at (630) 499-2600.

SAFE HARBOR STATEMENT

This news release may include statements that constitute “forward looking statements” within the meaning of federal securities regulations.  These forward-looking statements include statements related to: future sales and operating results; company and industry growth, contraction or trends; growth or contraction of the markets in which the company participates; international events or various economic factors; product performance; the generation, protection and acquisition of intellectual property, and litigation related to such intellectual property; new product introductions; development of new products, technologies and markets; natural disasters; the acquisition of or investment in other entities; uses and investment of the company’s cash balance; and the construction of facilities by Cabot Microelectronics Corporation.  These forward-looking statements involve a number of risks, uncertainties, and other factors, including those described from time to time in Cabot Microelectronics’ filings with the Securities and Exchange Commission (SEC), that could cause actual results to differ materially from those described by these forward-looking statements.  In particular, see “Risk Factors" in the company's quarterly report on Form 10-Q for the quarter ended March 31, 2011 and in the company’s annual report on Form 10-K for the fiscal year ended September 30, 2010, both filed with the SEC.  Cabot Microelectronics assumes no obligation to update this forward-looking information.

CABOT MICROELECTRONICS CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited and amounts in thousands, except per share amounts)
	Quarter Ended							Nine Months Ended
	June 30,			March 31,		June 30,		June 30,			June 30,
	2011			2011		2011		2011			2010
Revenue	$	111,846		$	109,660	$	101,655	$	335,711		$	297,883
Cost of goods sold		58,821			56,927		51,759		172,522			148,114
Gross profit		53,025			52,733		49,896		163,189			149,769
Operating expenses:
Research, development & technical		14,573			14,919		12,875		43,348			38,364
Selling & marketing		7,785			6,791		7,009		22,056			19,861
General & administrative		11,008			11,567		14,637		34,251			38,581
Total operating expenses		33,366			33,277		34,521		99,655			96,806
Operating income		19,659			19,456		15,375		63,534			52,963
Other income (expense), net		(311	)		646		172		(600	)		(207	)
Income before income taxes		19,348			20,102		15,547		62,934			52,756
Provision for income taxes		6,559			7,010		5,450		20,561			18,588
Net income	$	12,789		$	13,092	$	10,097	$	42,373		$	34,168
Basic earnings per share	$	0.55		$	0.57	$	0.44	$	1.85		$	1.47
Weighted average basic shares outstanding		23,119			23,032		23,143		22,931			23,178
Diluted earnings per share	$	0.54		$	0.55	$	0.43	$	1.80		$	1.46
Weighted average diluted shares outstanding		23,797			23,693		23,478		23,525			23,383

CABOT MICROELECTRONICS CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited and amounts in thousands)
	June 30,		September 30,
	2011		2010
ASSETS:
Current assets:
Cash and cash equivalents	$	292,939	$	254,164
Accounts receivable, net		56,989		57,456
Inventories, net		54,747		51,896
Other current assets		29,122		17,513
Total current assets		433,797		381,029
Property, plant and equipment, net		125,381		115,811
Other long-term assets		69,650		74,916
Total assets	$	628,828	$	571,756
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Accounts payable	$	18,543	$	17,521
Capital lease obligations		340		1,296
Accrued expenses and other current liabilities		31,053		34,513
Total current liabilities		49,936		53,330
Capital lease obligations, net of current portion		4		12
Other long-term liabilities		9,053		4,071
Total liabilities		58,993		57,413
Stockholders' equity		569,835		514,343
Total liabilities and stockholders' equity	$	628,828	$	571,756