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 26, 2012

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))

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Item 2.02                      Results of Operations and Financial Condition.

On July 26, 2012, Cabot Microelectronics Corporation issued a press release entitled “Cabot Microelectronics Corporation Reports Strong Results for Third Quarter of Fiscal 2012,” 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, 2012.  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 26, 2012, entitled “Cabot Microelectronics Corporation Reports Strong Results for Third Quarter of Fiscal 2012.”

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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 26, 2012	By:	/s/ WILLIAM S. JOHNSON
		William S. Johnson
		Vice President and Chief Financial Officer
		[Principal Financial Officer]

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INDEX TO EXHIBITS

Exhibit Number	Title
99.1	Press release, dated July 26, 2012, entitled “Cabot Microelectronics Corporation Reports Strong Results for Third Quarter of Fiscal 2012.”

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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

STRONG RESULTS FOR THIRD QUARTER OF FISCAL 2012

·   Record Revenue of $115.7 Million

·   Gross Profit Margin of 47.7 Percent of Revenue

·   Earnings Per Share of 55 Cents

AURORA, IL, July 26, 2012 – 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 2012, which ended June 30, 2012.

Total revenue during the third fiscal quarter was $115.7 million, which represents a record revenue level for the company.  The company’s third quarter revenue reflects an increase of 3.4 percent compared to the same quarter last year and an increase of 16.6 percent compared to the prior quarter, on solid demand for the company’s products, as semiconductor industry demand strengthened following two quarters of relatively soft conditions.  The company achieved a gross profit margin of 47.7 percent of revenue in the third fiscal quarter and diluted earnings per share of $0.55. The company’s balance sheet reflects a cash balance of $166.9 million, an increase of $11.8 million compared to the prior quarter, and $175.0 million of debt outstanding as of June 30, 2012.

“This quarter, we achieved record revenue levels for our company and for most of our business areas; this includes our Pads business, which achieved another quarter of double digit sequential revenue growth,” said William Noglows, Chairman and CEO of Cabot Microelectronics.  “We are pleased with our overall strong financial performance for the quarter, and we believe this performance reflects the continued successful execution of our strategic initiatives to provide high quality solutions to our customers, coupled with strengthening of overall semiconductor industry demand that we had anticipated to occur during the quarter.  As we head into what is typically a seasonally strong fourth fiscal quarter, we are optimistic about firm near term demand for our CMP consumables products; however, we caution that our visibility is limited and macroeconomic factors introduce additional uncertainty.  However, I am confident that we are well positioned to continue to develop and deliver innovative solutions to our customers to provide future profitable growth for the company.”

Key Financial Information

Total third fiscal quarter revenue of $115.7 million represents a 3.4 percent increase from the $111.8 million reported in the same quarter last year and a 16.6 percent increase from $99.2 million last quarter.  Revenue from the company’s Dielectrics, Tungsten, Pads and Engineered Surface Finishes businesses increased this quarter compared to the same quarter last year.  Compared to the prior quarter, revenue for all of the company’s business areas increased, except for Data Storage.  Year to date revenue of $317.0 million represents a decrease of 5.6 percent from the prior year, driven primarily by softness in demand within the semiconductor industry during the first half of the company’s fiscal 2012.

Gross profit, expressed as a percentage of revenue, was 47.7 percent this quarter, which is higher than the 47.4 percent of revenue reported in the same quarter a year ago and 46.1 percent last quarter.  Compared to the year ago quarter, gross profit percentage increased primarily due to increased utilization of the company’s manufacturing capacity, higher yields in its manufacturing operations and lower logistics costs, partially offset by higher fixed manufacturing costs and selective price reductions.  The increase in gross profit percentage versus the previous quarter was primarily due to increased utilization of the company’s manufacturing capacity on higher demand and higher yields in the company’s manufacturing operations, partially offset by higher fixed manufacturing costs.  Year to date, gross profit represented 47.4 percent of revenue, which is consistent with the company’s full year guidance range of 46 to 48 percent of revenue.

Operating expenses, which include research, development and technical, selling and marketing, and general and administrative expenses, were $33.6 million in the third fiscal quarter, or $0.2 million more than the $33.4 million reported in the same quarter a year ago.  Operating expenses were $3.1 million lower than the $36.7 million reported in the previous quarter, primarily due to the absence of bad debt expense related to a customer bankruptcy, as well as lower share based compensation expense, partially offset by higher staffing related costs.  Year to date, total operating expenses were $104.2 million.  The company continues to expect its full year operating expenses to be within a range of $135 million to $140 million for fiscal 2012.

Net income for the quarter was $13.2 million, or 3.5 percent higher than the $12.8 million reported in the same quarter last year and 139.5 percent higher than the $5.5 million in the previous quarter.  The sequential increase was primarily due to the higher level of sales, higher gross profit margin and lower operating expenses, partially offset by an unfavorable impact of foreign exchange rates, which is reflected in other income, and higher interest expense. Year to date, net income of $29.2 million was down 31.1 percent compared to the prior year.

Diluted earnings per share were $0.55 this quarter, up from $0.54 reported in the third quarter of fiscal 2011 and up from $0.23 reported in the previous quarter.  Year to date, diluted earnings per share of $1.24 were down 31.2 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 (800) 299-7635.  Callers outside the U.S. can dial (617) 786-2901.  The conference code for the call is 53117748.  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 1,025 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, regulatory or legislative activity, 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; financing facilities and related debt, payment of principal and interest, and compliance with covenants and other terms; the company’s capital structure; and the construction and operation 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, 2012 and in the company's annual report on Form 10-K for the fiscal year ended September 30, 2011, 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,
	2012			2012		2011			2012			2011
Revenue	$	115,678		$	99,236	$	111,846		$	317,036		$	335,711
Cost of goods sold		60,462			53,442		58,821			166,747			172,522
Gross profit		55,216			45,794		53,025			150,289			163,189
Operating expenses:
Research, development & technical		15,415			14,071		14,573			43,241			43,348
Selling & marketing		7,458			7,434		7,785			22,228			22,056
General & administrative		10,695			15,177		11,008			38,773			34,251
Total operating expenses		33,568			36,682		33,366			104,242			99,655
Operating income		21,648			9,112		19,659			46,047			63,534
Interest expense		955			354		30			1,348			111
Other income (expense), net		(864	)		97		(281	)		(663	)		(489	)
Income before income taxes		19,829			8,855		19,348			44,036			62,934
Provision for income taxes		6,587			3,325		6,559			14,849			20,561
Net income	$	13,242		$	5,530	$	12,789		$	29,187		$	42,373
Basic earnings per share	$	0.57		$	0.24	$	0.55		$	1.28		$	1.85
Weighted average basic shares outstanding		23,120			22,768		23,119			22,778			22,931
Diluted earnings per share	$	0.55		$	0.23	$	0.54		$	1.24		$	1.80
Weighted average diluted shares outstanding		23,939			23,780		23,797			23,547			23,525

CABOT MICROELECTRONICS CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited and amounts in thousands)
	June 30,		September 30,
	2012		2011
ASSETS:
Current assets:
Cash and cash equivalents	$	166,896	$	302,546
Accounts receivable, net		57,428		52,747
Inventories, net		58,795		56,128
Other current assets		16,811		18,984
Total current assets		299,930		430,405
Property, plant and equipment, net		124,012		130,791
Other long-term assets		71,798		67,033
Total assets	$	495,740	$	628,229
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Accounts payable	$	17,699	$	22,436
Current portion of long-term debt		10,938		-
Capital lease obligations		4		10
Accrued expenses and other current liabilities		26,476		33,104
Total current liabilities		55,117		55,550
Long-term debt, net of current portion		164,062		-
Capital lease obligations, net of current portion		20		2
Other long-term liabilities		6,933		6,323
Total liabilities		226,132		61,875
Stockholders' equity		269,608		566,354
Total liabilities and stockholders' equity	$	495,740	$	628,229