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 28, 2016

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:

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

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

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

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

Item 2.02Results of Operations and Financial Condition.

On July 28, 2016, Cabot Microelectronics Corporation issued a press release entitled "Cabot Microelectronics Corporation Reports Strong Results for Third Quarter of Fiscal 2016," 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, 2016.

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 9.01Financial Statements and Exhibits.

(d)	Exhibits
	The following exhibit is being furnished, not filed, herewith pursuant to  Item 2.02 of Form 8-K:
	99.1Press release, dated July 28, 2016, entitled "Cabot Microelectronics Corporation Reports Strong Results for Third Quarter of Fiscal 2016."

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
		[Registrant]
Date: July 28, 2016	By:	/s/ WILLIAM S. JOHNSON
		William S. Johnson
		Executive Vice President and Chief Financial Officer
		[Principal Financial Officer]

INDEX TO EXHIBITS

Exhibit Number	Title
99.1	Press release, dated July 28, 2016, entitled "Cabot Microelectronics Corporation Reports Strong Results for Third Quarter of Fiscal 2016."

EX-99.1

EXHIBIT 99.1

PRESS RELEASE

                                                                                                                       Contact:

                                                                                                                      Trisha Tuntland

                                                                                                                     Director of Investor Relations

                                                                                                                     Cabot Microelectronics Corporation

                                                                                                                        (630) 499-2600

CABOT MICROELECTRONICS CORPORATION REPORTS STRONG

RESULTS FOR THIRD QUARTER OF FISCAL 2016

· Revenue of $108.2 Million, 11.3 Percent Higher Than Last Year

· GAAP Gross Profit Margin of 48.1 Percent of Revenue; Non-GAAP 49.2 Percent

· GAAP Earnings Per Share of 76 Cents, Up 94.9 Percent Compared to Last Year; Non-GAAP 79 Cents

· Cash Flow From Operations of $25.1 Million

AURORA, IL, July 28, 2016 – 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 2016, which ended June 30, 2016.

Total revenue during the third fiscal quarter was $108.2 million, 11.3 percent higher than in the same quarter last year, including the benefit of the company's October, 2015 acquisition of NexPlanar Corporation.  The company achieved record quarterly revenue in its Tungsten slurry product area, and year-over-year revenue growth also in its Pads and Dielectrics slurry product areas.  Gross profit margin was 48.1 percent of revenue; non-GAAP gross profit margin was 49.2 percent of revenue, excluding amortization expense related to NexPlanar.  The company achieved diluted earnings per share of $0.76 for the third fiscal quarter, representing an increase of 94.9 percent compared to the same quarter last year; non-GAAP diluted earnings per share were $0.79, excluding NexPlanar acquisition-related costs and amortization expense.  Cash flow from operations was $25.1 million.  As of June 30, 2016, the company's balance sheet reflected a cash balance of $243.1 million and $157.5 million of debt outstanding.

"We are delighted with our strong results this quarter, reflecting significant revenue growth compared to last year, and in particular, robust demand for our tungsten, dielectrics and pad CMP solutions.  In addition, we were pleased with the level of profitability and strong cash flow we achieved," said David Li, President and CEO of Cabot Microelectronics.  "We believe our performance this quarter is evidence of the continued successful execution of our strategic business initiatives.  In particular, we continued to support our customers' transitions to advanced logic and memory applications using our tungsten slurries, customer adoption of our CMP pad solutions, and qualification of our new, high-performing dielectrics slurries.  Based on this, and general expectations of industry participants for continued solid near-term demand, we believe we are well-positioned for continued strong performance during the remainder of our fiscal year."

Key Financial Information

Total third fiscal quarter revenue of $108.2 million represents an increase of 11.3 percent compared to the same quarter last year, including 12.8 percent revenue growth from the company's IC CMP consumables products.  The company achieved record quarterly revenue in its Tungsten slurry product area, which grew 7.0 percent year-over-year.  In addition, revenue from the company's Pads product area grew 81.8 percent compared to the same quarter last year, including $6.4 million from NexPlanar, and revenue from the company's Dielectrics slurry product area grew 13.9 percent.  Year to date revenue of $307.8 million is 2.0 percent lower than last year, reflecting soft demand within the global semiconductor industry during the first half of the fiscal year, including continued soft demand for PCs, and competitive dynamics in certain dielectrics and data storage applications, all of which the company has previously disclosed.  Year to date revenue includes a $2.4 million adverse impact associated with foreign exchange rate changes, in particular the weaker Korean won versus the U.S. dollar.

Gross profit for the quarter was 48.1 percent, including $1.1 million of NexPlanar amortization expense.  Excluding this amortization expense, non-GAAP gross profit was 49.2 percent of revenue, compared to 50.0 percent of revenue reported in the same quarter a year ago.  Other factors impacting gross profit this quarter compared to last year include higher fixed manufacturing costs, including costs related to NexPlanar, and higher material costs, partially offset by the benefit of higher sales volume and lower incentive compensation costs.  Year to date, gross profit was 48.5 percent of revenue, which includes $0.7 million of acquisition-related costs and $3.2 million of amortization expense related to NexPlanar.  Excluding these costs, year to date non-GAAP gross profit was 49.7 percent of revenue, compared to 51.0 percent last year.  The company currently expects to achieve gross profit for the full fiscal year around 49 percent of revenue, including NexPlanar, compared to its original GAAP guidance range of 49 to 51 percent.

Operating expenses, which include research, development and technical, selling and marketing, and general and administrative expenses, were $29.9 million in the third fiscal quarter, which was the lowest level for the company since the fourth fiscal quarter of 2009.  Operating expenses were $3.5 million lower than the $33.4 million reported in the same quarter a year ago, primarily due to lower incentive compensation costs and the absence of costs associated with last year's CEO transition, partially offset by NexPlanar costs.  Year to date, total operating expenses were $100.3 million, which includes $1.6 million of acquisition-related costs and $1.3 million of amortization expense related to NexPlanar.  The company is lowering its full fiscal year guidance range for operating expenses to $133 million to $135 million, including NexPlanar; the company's prior guidance range was $139 million to $143 million.

Net income for the quarter was $18.7 million, or $19.4 million on a non-GAAP basis, excluding NexPlanar acquisition-related costs and amortization expense, up 89.2 percent from $9.9 million reported in the same quarter last year.  Net income increased primarily due to higher revenue, lower operating expenses and a lower tax rate, primarily related to a $0.9 million incremental benefit.  Year to date, net income was $39.1 million, or $43.5 million on a non-GAAP basis, excluding the referenced costs related to the NexPlanar acquisition, compared to $43.6 million reported last year.

Diluted earnings per share were $0.76 this quarter, or $0.79 on a non-GAAP basis, excluding the referenced costs related to the NexPlanar acquisition, 94.9 percent higher than the $0.39 reported in the third quarter of fiscal 2015, which included a $0.07 adverse impact related to costs associated with material quality and certain tax items.  Year to date, diluted earnings per share were $1.59, or $1.77 on a non-GAAP basis, excluding the referenced costs related to the NexPlanar acquisition, compared to $1.75 last year, which included the $0.07 adverse impact referenced above.

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 (844) 825-4410.  Callers outside the U.S. can dial (973) 638-3236.  The conference code for the call is 39611224.  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.

USE OF NON-GAAP FINANCIAL INFORMATION

The company presented the following measures considered as non-GAAP by the U.S. Securities and Exchange Commission:  gross profit margin, net income and diluted earnings per share excluding the effects of NexPlanar acquisition-related costs and amortization expense.  The non-GAAP financial information provided in this press release is a supplement to, and not a substitute for, the company's financial results presented in accordance with U.S. GAAP.  These non-GAAP financial measures are provided to enhance the investor's understanding about the company's ongoing operations.  Specifically, the company believes the NexPlanar acquisition-related costs and amortization expense are not indicative of its core operating results, and thus presents its gross profit margin, net income and diluted earnings per share excluding these costs.  The presentation of non-GAAP financial information is not meant to be considered in isolation or as a substitute for results prepared and presented in accordance with U.S. GAAP.  A reconciliation table of GAAP to non-GAAP financial measures, including gross profit percentage, net income and diluted earnings per share, is contained in this press release.

ABOUT CABOT MICROELECTRONICS

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.  The company has approximately 1,125 employees on a global basis.  For more information about Cabot Microelectronics Corporation, visit www.cabotcmp.com or contact Trisha Tuntland, Director 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; growth or contraction, and trends in the industry and markets in which the company participates; the company's management; various economic factors and international events; regulatory or legislative activity; 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; the company's supply chain; natural disasters; the acquisition of or investment in other entities; uses and investment of the company's cash balance, including dividends and share repurchases, which may be suspended, terminated or modified at any time for any reason, based on a variety of factors; financing facilities and related debt, payment of principal and interest, and compliance with covenants and other terms; the company's capital structure; the company's current or future tax rate; and the 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 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, 2016 and in the company's annual report on Form 10-K for the fiscal year ended September 30, 2015, both filed with the SEC.  Cabot Microelectronics assumes no obligation to update this forward-looking information.

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; growth or contraction, and trends in the industry and markets in which the company participates; the company's management; various economic factors and international events; regulatory or legislative activity; 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; the company's supply chain; natural disasters; the acquisition of or investment in other entities; uses and investment of the company's cash balance, including dividends and share repurchases, which may be suspended, terminated or modified at any time for any reason, based on a variety of factors; financing facilities and related debt, payment of principal and interest, and compliance with covenants and other terms; the company's capital structure; the company's current or future tax rate; and the 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 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, 2016 and in the company's annual report on Form 10-K for the fiscal year ended September 30, 2015, 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,
	2016			2016		2015			2016		2015
Revenue	$	108,152		$	99,244	$	97,168		$	307,765	$	313,960
Cost of goods sold		56,127			52,348		48,609			158,649		153,751
Gross profit		52,025			46,896		48,559			149,116		160,209
Operating expenses:
Research, development & technical		12,928			14,934		14,773			42,690		44,922
Selling & marketing		6,243			6,668		5,804			19,660		19,220
General & administrative		10,738			12,990		12,830			37,991		38,877
Total operating expenses		29,909			34,592		33,407			100,341		103,019
Operating income		22,116			12,304		15,152			48,775		57,190
Interest expense		1,178			1,191		1,065			3,536		3,030
Other income (expense), net		(246	)		452		(160	)		396		565
Income before income taxes		20,692			11,565		13,927			45,635		54,725
Provision for income taxes		1,990			2,434		4,041			6,493		11,112
Net income	$	18,702		$	9,131	$	9,886		$	39,142	$	43,613
Income available to common shareholders	$	18,592		$	9,090	$	9,741		$	38,882	$	43,221
Basic earnings per share	$	0.78		$	0.38	$	0.40		$	1.62	$	1.80
Weighted average basic shares outstanding		23,929			24,061		24,333			24,023		24,005
Diluted earnings per share	$	0.76		$	0.37	$	0.39		$	1.59	$	1.75
Weighted average diluted shares outstanding		24,325			24,408		24,813			24,403		24,655

CABOT MICROELECTRONICS CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited and amounts in thousands)
	June 30,		September 30,
	2016		2015
ASSETS:
Current assets:
Cash and cash equivalents	$	243,087	$	354,190
Accounts receivable, net		55,840		49,405
Inventories, net		74,645		70,678
Other current assets		17,798		20,235
Total current assets		391,370		494,508
Property, plant and equipment, net		105,457		93,743
Other long-term assets		185,047		72,223
Total assets	$	681,874	$	660,474
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Accounts payable	$	13,840	$	15,448
Current portion of long-term debt		9,844		8,750
Accrued expenses, income taxes payable and other current liabilities		33,997		36,446
Total current liabilities		57,681		60,644
Long-term debt, net of current portion		147,656		155,313
Other long-term liabilities		17,564		15,553
Total liabilities		222,901		231,510
Stockholders' equity		458,973		428,964
Total liabilities and stockholders' equity	$	681,874	$	660,474

CABOT MICROELECTRONICS CORPORATION
U.S. GAAP to Non-GAAP Reconciliation
Gross Profit as a Percentage of Revenue, Net Income and Diluted Earnings Per Share
(Unaudited and amounts in thousands, except per share and percentage amounts)
The following presents reconciliation of the Non-GAAP financial measures included in the Cabot
Microelectronics Corporation press release dated July 28, 2016.
	Three Months Ended June 30, 2016								Nine Months Ended June 30, 2016
	U.S. GAAP			Adjustments		Non-GAAP			U.S. GAAP			Adjustments		Non-GAAP
Gross profit	$	52,025		$	1,143	$	53,168		$	149,116			3,877	$	152,993
Gross profit as a percentage of revenue (1)		48.1	%				49.2	%		48.5	%				49.7	%
Net income (2)	$	18,702		$	745	$	19,447		$	39,142		$	4,378	$	43,520
Diluted earnings per share (3)	$	0.76		$	0.03	$	0.79		$	1.59		$	0.18	$	1.77
(1) Non-GAAP gross profit as a percentage of revenue for the three months ended June 30, 2016 excludes $1,143 of NexPlanar amortization expense.
Non-GAAP gross profit as a percentage of revenue for the nine months ended June 30, 2016 excludes $706 of NexPlanar acquisition-related costs
and $3,171 of NexPlanar amortization expense. Acquisition-related costs include the fair value markup of NexPlanar inventory sold and post-acquisition
employee severance.
(2) Non-GAAP net income for the three months ended June 30, 2016 excludes the items mentioned above in (1) plus $467 of NexPlanar amortization
expense recorded in operating expenses and a reversal of $451 in share-based compensation for certain unvested NexPlanar stock options settled in
cash at the date of acquisition. These adjustments are partially offset by a $414 related increase in the provision for income taxes. Non-GAAP
net income for the nine months ended June 30, 2016 excludes the items mentioned above in (1) plus $1,623 of NexPlanar acquisition-related costs and
$1,296 of NexPlanar amortization expense recorded in operating expenses. The $1,623 in acquisition-related costs include share-based compensation
expense for certain unvested NexPlanar stock options settled in cash at the date of the acquisition, post-acquisition employee severance, share-based
compensation expense for accelerated vesting of certain replacement stock options, and professional fees incurred directly related to the acquisition.
These adjustments are partially offset by a $2,418 related increase in the provision for income taxes.
(3) Non-GAAP diluted earnings per share is calculated based upon Non-GAAP net income.