6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of June 2016

Commission File Number 000-12790

ORBOTECH LTD.

(Translation of Registrant’s name into English)

7 SANHEDRIN BOULEVARD, NORTH INDUSTRIAL ZONE, YAVNE 8110101, ISRAEL

(Address of principal executive offices)

Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F  x             Form 40-F  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨

This report on Form 6-K is filed with the Securities and Exchange Commission (the “SEC”) and is incorporated by reference into the Registration Statement on Form F-3 (Registration No. 333-211938) and Registration Statements on Form S-8 (Registration No. 33-25782, Registration No. 33-78196, Registration No. 333-05440, Registration No. 333-06542, Registration No. 333-08404, Registration No. 333-09342, Registration No. 333-11124, Registration No. 333-12692, Registration No. 333-127979, Registration No. 333-154394, Registration No. 333-169146 and Registration No. 333-207878) of Orbotech Ltd. all previously filed with the SEC.

Table of Contents

	Page
Introduction		1
Recent Developments		1
Cautionary Statement Regarding Forward-Looking Information		2
Part I—Financial Information		4
Item  1. Orbotech Unaudited Condensed Consolidated Interim Financial Statements		4
Item  2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		4
Item 3. Quantitative and Qualitative Disclosures about Market Risk		13
Item 4. Controls and Procedures		13
Part II—Other Information		13
Item 1. Legal Proceedings		13
Item 1A. Risk Factors		14
Exhibits		15
Signatures		15

Introduction

This Current Report on Form 6-K (this “Report”) relates to the Ordinary Shares New Israeli Sheqels (“NIS”) 0.14 nominal (par) value each (“Ordinary Shares”) of Orbotech Ltd. (the “Company”, the “Registrant” or “Orbotech”). In this Current Report, references to: (i) Orbotech Ltd. are intended to be to Orbotech Ltd. and not to any of its subsidiaries or to the Frontline P.C.B. Solutions Limited Partnership (“Frontline”); and (ii) the Company, the Registrant or Orbotech are, unless the context otherwise requires, intended to be to Orbotech Ltd. and its consolidated entities.

This Report should be read in conjunction with the Company’s Annual Report on Form 20-F for the year ended December 31, 2015, filed with the SEC on March 4, 2016 (the “2015 Annual Report”).

This Report includes industry data obtained from periodic industry publications and internal Company information, and also includes certain statements as to the Company’s competitive position that are based primarily on the Company’s knowledge of the industry and industry data. Industry publications and surveys generally state that the information they contain has been obtained from sources believed to be reliable; however, the Company has not independently verified any such information. Unless otherwise noted, statements as to the Company’s relative competitive position are approximated based on revenues and management estimates using the above-mentioned third-party data and internal analyses and estimates.

Orbotech is a leading global supplier of yield-enhancing and process-enabling solutions for the manufacture of electronic products. The Company transforms the electronics industry by improving the cost effectiveness of existing and future electronics manufacturing processes and enabling the production of next generation electronic products. The Company designs, develops, manufactures, markets and services innovative, industry-leading and cutting-edge solutions for use in the manufacture of printed circuit boards (“PCB”s), flat panel displays (“FPD”s) and semiconductor devices (“SD”s).

The Company’s products include: direct imaging (“DI”), automated optical inspection (“AOI”), automated optical repair (“AOR”) and other production systems used in the manufacture of PCBs; AOI, test, repair and process monitoring systems used in the manufacture of FPDs; and etch, physical vapor deposition (“PVD”) and chemical vapor deposition (“CVD”) equipment for use in the manufacture of SDs, such as micro-electro-mechanical systems (“MEMS”), advanced semiconductor packaging (“Advanced Packaging”), power and radio frequency (“RF”) devices and high brightness light emitting diode (“HBLED”) devices.

The Company also markets computer-aided manufacturing (“CAM”) and engineering solutions for PCB production, which are designed and developed by Frontline. In addition, through its subsidiary Orbotech LT Solar, LLC (“OLTS”), the Company is engaged in the research, development and marketing of products for the deposition of thin film coating of various materials on crystalline silicon photovoltaic wafers for solar energy panels through plasma-enhanced chemical vapor deposition (“PECVD”); and, through its subsidiary Orbograph Ltd. (“Orbograph”), in the development and marketing of character recognition solutions to banks, financial and other payment processing institutions.

Recent Developments

The Company is actively pursuing stand-alone secured debt financing in the United Kingdom (the “U.K.”), the proceeds of which, together with available cash, would be used to

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repay in full the remaining loans outstanding under the Credit Agreement with JPMorgan Chase Bank, N.A. as administrative agent dated as of August 7, 2014 (the “Credit Agreement”). The Company expects such stand-alone U.K. financing transaction to result in the U.K. subsidiary, which operates its SD business, to become a party to a new secured term loan facility and a new secured revolving loan facility in an aggregate principal amount in the range of $115-$125 million. The Company further expects that each such facility will be secured by substantially all of the U.K. assets that constitute the SD business and that the credit agreement governing the facilities will include customary terms, including financial maintenance and negative covenants (such as limitations on the amount of distributions and dividends that can be paid by the Company’s SD business to Orbotech Ltd.), applicable to the Company’s U.K. subsidiaries. In addition, the Company’s U.K. subsidiaries are expected to guarantee the new facilities. The assets of the U.K. borrower and its subsidiaries that are guarantors will be pledged as security for the facilities; accordingly, there will be limitations on the Company’s ability to sell such assets, and they will not be available for use by the Company as security for other loans or for certain other purposes. For more information about the risks of indebtedness on the Company’s business, see Item 3—Key Information—Risk Factors in the 2015 Annual Report.

Although the Company is actively pursuing the refinancing described above, and expects that it will be completed in the second quarter of 2016, it may not occur in a timely manner or at all, in the amount the Company anticipates, or on terms as favorable as the Company believes may be available. If the refinancing transaction does not occur, the loans under the Credit Agreement will remain outstanding. Accordingly, investors should not place undue reliance on anticipated benefits from the refinancing transaction.

Cautionary Statement Regarding Forward-Looking Information

This Report contains certain statements that constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements relate to, among other things, future prospects, developments and business strategies and involve certain risks and uncertainties. The words “anticipate,” “believe,” “could,” “will,” “plan,” “expect” and “would” and similar terms and phrases, including references to assumptions, have been used in this Report to identify forward-looking statements. These forward-looking statements are made based on management’s expectations and beliefs concerning future events affecting Orbotech and are subject to uncertainties and factors relating to Orbotech’s operations and business environment, all of which are difficult to predict and many of which are beyond the Company’s control. Many factors could cause the actual results to differ materially from those projected including, without limitation, cyclicality in the industries in which the Company operates, the Company’s production capacity, timing and occurrence of product acceptance (the Company defines “bookings” and “backlog” as purchase arrangements with customers that are based on mutually agreed terms, which, in some cases for bookings and backlog, may still be subject to completion of written documentation and may be changed or cancelled by the customer, often without penalty), fluctuations in product mix, worldwide economic conditions generally, especially in the industries in which the Company operates, the timing and strength of product and service offerings by the Company and its competitors, changes in business or pricing strategies, changes in the prevailing political and regulatory framework in which the relevant parties operate or in economic or technological trends or conditions, including currency fluctuations, inflation and consumer confidence, on a global, regional or national basis, the level of consumer demand for sophisticated devices such as smartphones, tablets and other electronic devices as well as automobiles, the Company’s global operations and its ability to comply with varying legal, regulatory, exchange, tax and customs regimes, the Company’s ability to

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achieve strategic initiatives, including related to its acquisition strategy, the Company’s debt and corporate financing activities; the final timing and outcome (each, expected in mid-to-late 2016), and impact of the criminal matter and ongoing investigation in Korea, including any impact on existing or future business opportunities in Korea and elsewhere, any civil actions related to the Korean matter brought by third parties, including the Company’s customers, which may result in monetary judgments or settlements, expenses associated with the Korean matter, ongoing or increased hostilities in Israel and the surrounding areas, and other risks detailed in the Company’s SEC reports, including the 2015 Annual Report and subsequent SEC filings. The Company assumes no obligation to update the information in this Report to reflect new information, future events or otherwise, except as required by law.

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Part I—Financial Information

Item 1. Orbotech Unaudited Condensed Consolidated Interim Financial Statements

The Orbotech unaudited condensed consolidated interim financial statements at March 31, 2016, and for the three-month periods ended March 31, 2016 and 2015, including the notes thereto (the “Orbotech Unaudited Condensed Consolidated Interim Financial Statements”) are attached as Exhibit 99.1 to this report and are incorporated by reference herein.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of the financial condition and results of operations together with: (i) Item 5—Operating and Financial Review and Prospects in the 2015 Annual Report; (ii) the consolidated financial statements, including the notes thereto, that have been filed with the SEC as part of the 2015 Annual Report (the “Annual Financial Statements”); and (iii) the Orbotech Unaudited Condensed Consolidated Interim Financial Statements incorporated by reference in this Report; and (iv) the other matters discussed under Item 3—Key Information—Risk Factors in the 2015 Annual Report. This discussion contains a number of forward-looking statements, all of which are based on the Company’s current expectations, estimates and projections about its business and operations and all of which could be affected by uncertainties and risks. The cautionary statements contained in this Report should be read as applying to all related forward-looking statements wherever they appear in this Report. The Company’s actual results may differ materially from the results contemplated in these forward-looking statements as a result of many factors including, but not limited to, the other matters discussed under Item 3—Key Information—Risk Factors in the 2015 Annual Report and the section “Cautionary Statement Regarding Forward-Looking Information” herein.

(a) General

Orbotech is an Israeli corporation with three reportable segments:

(i) Production Solutions for the Electronics Industry, which comprises the design, development, manufacture, marketing and servicing of innovative, industry-leading and cutting-edge solutions designed to enable the production of next generation electronic products and improve the cost effectiveness of existing and future electronics production processes. The Company’s products in this segment include AOI, AOR, DI, imaging, laser drilling and pre-production systems used in the manufacture of PCBs, AOI, test, repair and yield-enhancement and process-enabling systems used in the manufacture of FPDs and etch, PVD and CVD equipment for use in the manufacture of MEMS, Advanced Packaging, power and RF devices and HBLED devices. The Company also markets CAM and engineering solutions for PCB production, revenues from which are not included in the Production Solutions for the Electronics Industry reporting segment;

(ii) Solar Energy, which comprises the design, development, manufacture and marketing of solar photovoltaic energy systems that produce electricity directly from sunlight; and

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(iii) Recognition Software, which comprises the development and marketing of check processing and healthcare payment automation solutions and related forms processing to banks, financial and other payment processing institutions by Orbograph.

The Company derives revenues from two sources: (i) sales of the Company’s products and (ii) services provided with respect to the Company’s products. In the three-month periods ended March 31, 2016 and March 31, 2015, revenues from operations derived from sales of products constituted approximately 74% and 71%, respectively, of the Company’s total revenues, with the remaining revenues being derived from service for product support. During the three-month periods ended March 31, 2016 and March 31, 2015, approximately 97% and 96%, respectively, of revenues from both product sales and service were derived from product lines related to the Company’s Production Solutions for the Electronics Industry segment, approximately 2% were derived from product lines related to the Company’s recognition software segment, and approximately 1% and 2%, respectively, were derived from product lines related to its Solar Energy segment. The Company expects that revenues from its Production Solutions for the Electronics Industry segment will continue to account for a predominant portion of product revenues and service revenues in the near future. A significant portion of the Company’s revenues are derived from repeat product sales to existing customers, and the Company expects that repeat product sales will continue to account for a significant portion of such revenues in the future. As the Company’s installed base of products grows, service revenues are also expected to increase. See Note 7 to the Orbotech Unaudited Condensed Consolidated Interim Financial Statements for additional information as to segment revenues, operating income or loss and related data.

The currency of the primary economic environment in which the operations of the Company are conducted is the U.S. Dollar (the “Dollar”). Virtually all of the Company’s sales are made outside Israel in non-Israeli currencies, mainly the Dollar, and most purchases of materials and components are made in non-Israeli currencies, primarily the Dollar. Thus, the functional currency of the Company is the Dollar.

(b) Basis of Presentation

The Company’s financial statements are prepared in accordance with U.S. GAAP (generally accepted accounting principles in the United States of America).

(c) Critical Accounting Policies

For a description of the most significant accounting policies, please refer to Item 5—Operating and Financial Review and Prospects—Operating Results—Critical Accounting Policies in the 2015 Annual Report and to Note 1 to the Orbotech Unaudited Condensed Consolidated Interim Financial Statements.

To improve understanding of the Company’s financial statements, it is important to obtain some degree of familiarity with the Company’s principal or significant accounting policies. These policies are described in Note 1 to the Annual Financial Statements. The Company reviews its financial reporting, disclosure practices and accounting policies at least annually to ensure that the Company’s financial statements, which are developed on the basis of these accounting policies, provide, in all material respects, complete, accurate and transparent information concerning the financial condition of the Company. As part of this process, the Company has reviewed the selection and application of its critical accounting policies and financial disclosures as of March 31, 2016, and it believes that the Orbotech Unaudited Condensed Consolidated Interim Financial Statements state fairly, in all material respects, the consolidated financial position of the Company as at that date and the operating results for the period then ended. In the opinion of management, the Unaudited Condensed Consolidated Interim Financial Statements reflect all adjustments, which include normal

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recurring adjustments, necessary for a fair statement of the Company’s consolidated financial position as of March 31, 2016, the consolidated results of operations, comprehensive income (loss) and cash flows for the three-month periods ended March 31, 2016 and 2015. Results for the three months ended March 31, 2016 are not necessarily indicative of the results that may be expected for the fiscal year 2016 or for any future period.

In preparing its financial statements in accordance with U.S. GAAP, the Company’s management must often make judgments, estimates and assumptions, which may affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures as at the date of the Orbotech Unaudited Condensed Consolidated Interim Financial Statements and during the reporting period. Some of those judgments can be subjective and complex, and consequently actual results may differ materially from those estimates and assumptions. In the current economic environment, the risks and uncertainties associated with those estimates and assumptions are exacerbated. For any given individual estimate or assumption made by the Company, there may be alternative estimates or assumptions that are also reasonable. However, the Company believes that, given the facts and circumstances before it at the time of making the relevant judgments, estimates or assumptions, it is unlikely that applying any such other reasonable approach would cause a material adverse effect on the Company’s consolidated results of operations, financial position or liquidity for the periods presented in the Orbotech Unaudited Condensed Consolidated Interim Financial Statements.

The Company is also subject to risks and uncertainties that may cause actual results to differ from estimates and assumptions, such as the ability of the Company to meet its liquidity needs, cyclicality in the industries in which the Company operates, the Company’s production capacity, product acceptance, worldwide economic conditions generally, especially in the markets in which the Company operates, the timing and strength of existing and new product and service offerings by the Company and its competitors, changes in business or pricing strategies, changes in the prevailing political and regulatory framework in which the relevant parties operate or in economic or technological trends or conditions, including currency fluctuations, inflation and consumer confidence, on a global, regional or national basis and risks detailed under the heading “Cautionary Statement Regarding Forward-Looking Information” and in the Company’s SEC reports, including the matters discussed under Item 3—Key Information—Risk Factors in the 2015 Annual Report.

(d) Recently Adopted and Issued Accounting Pronouncements

See Note 1 to the Orbotech Unaudited Condensed Consolidated Interim Financial Statements.

(e) Results of Operations

(i) Three-Month Period Ended March 31, 2016 Compared To Three-Month Period Ended March 31, 2015

The Company’s financial results for the first three months of 2016 reflected continued investments in more advanced manufacturing processes and new technologies, changes in the size of television and mobile displays, wider acceptance of 4G networks and capital investments made by the Company’s advanced packaging customers in fan out wafer level packaging (“FOWLP”) architectures. As a result, the Company experienced increased demand for its Production Solutions for the Electronics Industry during the first quarter, which has continued into the beginning of the second quarter.

Revenues for the three-month period ended March 31, 2016 were $190.4 million (including $49.5 million in service revenues), compared with $184.8 million (including $53.4 million in service revenues) for the three-month period ended March 31, 2015.

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Revenues from the sale and service of PCB-related equipment for the three-month period ended March 31, 2016 were $68.0 million, compared with $58.0 million in the corresponding period in 2015. This growth in revenues and the accompanying strengthening in demand for the Company’s PCB products resulted from the industry preparations for technologies and solutions that are being introduced for the production of new, advanced consumer electronics, such as flexible and wearable devices. As a result, during the first three months of 2016, the Company received orders for 45 DI systems, revenues from 31 of which were recognized in the quarter, and the remaining 14 of which formed part of the Company’s backlog as of March 31, 2016. This compares with 30 DI systems which were sold in the fourth quarter, and 14 DI systems sold in the first quarter, of 2015. In addition, the Company received orders for 7 UV Laser Drilling Systems from a Leading Japanese Electronic Materials and Components Manufacturer, the first significant orders for such systems to date. The Company experienced improved demand for its DI solutions on the part of manufacturers of flexible PCBs and wearables compared with the corresponding period in 2015; and also experienced encouraging demand for its solutions for Solder Mask inspection, which is a relatively new industry segment for Orbotech.

Revenues from the sale and service of FPD-related equipment for the three-month period ended March 31, 2016 were $44.7 million, compared with $57.4 million in the corresponding period in 2015. This decrease in revenues primarily reflected the timing of realization of orders; however, the Company does not believe that first quarter revenues from its FPD products and services will be indicative of those for the remainder of 2016, given the expected increase in demand for its FPD products.

Revenues from the sale and service of SD equipment for the three-month period ended March 31, 2016 were $72.5 million, compared with $61.4 million in the corresponding period in 2015. The increase in revenues reflects the continued capital investment by advanced packaging customers in FOWLP architectures and the strong demand for the Company’s RF products, driven by the increased penetration of 4G networks. The Company signed two important orders for sales of evaluation equipment to customers in the advanced packaging segment. The first relates to a Rapier Etch system, ordered on an evaluation basis by one of the world’s largest dynamic random-access memory (“DRAM”) manufacturers to produce stacked memory die. The second resulted in the purchase, by one of the world’s largest outsourced semiconductor assembly and testing (“OSAT”) manufacturers, of an Orbotech Mosaic Plasma Dicing system. The largest single customer for the quarter, accounting for approximately 13.5% of the total quarterly revenues, was in the advanced packaging segment. This lends support to the statement in September 2015 by a leading market research and strategy consulting firm that identified FOWLP as the fastest growing advanced packaging technology in the semiconductor industry.

Revenues from the Company’s Recognition Software segment for the three-month period ended March 31, 2016 were $3.2 million, compared with $3.3 million in the corresponding period in 2015. Revenues from the Company’s Solar Energy segment for the three-month period ended March 31, 2016 were $2.1 million, compared with $4.7 million in the corresponding period in 2015.

The cost of products sold for the three-month period ended March 31, 2016 increased to $74.6 million from $71.2 million in the corresponding period in 2015, reflecting the increased volume of products sold.

The cost of services rendered for the three-month period ended March 31, 2016 was $30.2 million, compared with $30.5 million in the corresponding period in 2015, this despite the decrease in service revenues, since a significant portion of the Company’s cost of services are fixed costs.

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Gross profit for the three-month period ended March 31, 2016 was $85.6 million, or 45.0% of revenues, compared with $83.1 million, or 45.0% of revenues, for the corresponding period in 2015. Gross profit for the three-month period ended March 31, 2016 from sales of equipment was $66.3 million, or 47.1% of product sales, compared to $60.2 million, or 45.8% of product sales, for the corresponding period in 2015 reflecting the mix of products sold. Gross profit for the three-month period ended March 31, 2016 from services rendered was $19.3 million, or 39.0% of service revenues, compared with $22.9 million, or 42.9% of service revenues, for the corresponding period in 2015, due to the significant portion of fixed costs included in costs of services.

Research and development costs for the three-month period ended March 31, 2016 were $26.6 million, compared with $25.8 million in the corresponding period in 2015, reflecting the Company’s continued significant investment in the development of new and innovative technologies. During the three-month period ended March 31, 2016 (as in the corresponding period in 2015), the Company recorded $0.8 million in royalty-free participations in its research and development expenditures from the Israeli Government, the Welsh government and a consortium sponsored by the European Union.

Selling, general and administrative expenses for the three-month period ended March 31, 2016 were $30.0 million, compared with $29.0 million in the corresponding period in 2015, in line with the increase in revenues.

Equity earnings in Frontline for the three-month period ended March 31, 2016 were $0.6 million, compared with $0.9 million in the corresponding period in 2015.

The amortization of other intangible assets for the three-month period ended March 31, 2016 was $6.3 million, compared with $8.9 million in the corresponding period in 2015. The decrease in amortization expenses is mainly due to end of life of intangible assets related to the acquisition in 2008 of Photon Dynamics, Inc. and the timing of the amortization of acquired backlog related to the acquisition of SPTS Technologies Group Limited in 2014. For further information concerning amortization expenses for 2015, see Item 5—Operating and Financial Review and Prospects—Critical Accounting Policies—Goodwill and Acquired Intangible Assets in the 2015 Annual Report.

Net financial expenses for the three-month period ended March 31, 2016 totaled $4.7 million, compared with $6.5 million in the corresponding period in 2015. In the three-month period ended March 31, 2016, interest and related costs under the term loan facility were $4.1 million compared with $4.2 million for the three-month period ended March 31, 2015. In the three-month period ended March 31, 2016, the Company recorded a currency translation loss of $0.3 million, compared with a currency translation loss of $2.0 million in the three-month period ended March 31, 2015.

Taxes on income for the three-month period ended March 31, 2016 were $2.8 million, compared with $1.8 million in the corresponding period in 2015. The effective tax rate for the three-month period ended March 31, 2016 was 15.2% compared to 12.7% in the corresponding period in 2015. Generally, the Company’s effective tax rate varies largely as a function of income (loss), benefits received from the State of Israel, particularly those relating to Approved Enterprises, Benefiting Enterprises or Preferred Enterprises, the split of taxable income between jurisdictions and reduced tax rates and other incentives in non-Israeli jurisdictions.

The net loss attributable to the non-controlling interests was $0.1 million in the three-month period ended March 31, 2016, compared with net income of $0.2 million in the corresponding period in 2015. These non-controlling interests are comprised of the minority share in the losses of OLTS as well as the approximately 6% minority interest in Orbograph.

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GAAP net income for the three-month period ended March 31, 2016 was $15.8 million, or $0.36 per share (diluted), compared with GAAP net income for the three-month period ended March 31, 2015 of $11.8 million, or $0.28 per share (diluted).

Certain Non-GAAP Information

Non-GAAP net income for the three-month period ended March 31, 2016 was $23.1 million, or $0.53 per share (diluted), compared with non-GAAP net income for the three-month period ended March 31, 2015 of $20.8 million, or $0.48 per share (diluted). The below table (the “Reconciliation”) reconciles GAAP to non-GAAP results for the three-month periods ended March 31, 2016 and 2015.

In this Report, the Company presents certain non-GAAP measures, including non-GAAP net income and non-GAAP earnings per share, which are described in the Reconciliation. Each measure presented below excludes charges or income, as applicable, related to one or more of the following: (i) equity-based compensation expenses; (ii) certain items associated with acquisitions, including amortization of intangibles and acquisition costs; (iii) certain items associated with the sale or disposition of businesses, restructuring and asset impairments; (iv) tax impact; and/or (iv) share in losses of associated company, in each case, as described in more detail in the Reconciliation. In addition, the Company presents EBITDA, Adjusted EBITDA and Credit Facility EBITDA, each as defined in the Reconciliation. Credit Facility EBITDA is Adjusted EBITDA as further adjusted to give effect to the other items identified as permitted adjustments pursuant to the terms of the Credit Agreement.

Management regularly uses these non-GAAP measures, including Credit Facility EBITDA, to evaluate the Company’s operating and financial performance in light of business objectives and for planning purposes. In addition, these non-GAAP measures are among the primary factors management uses in planning for and forecasting future periods. None of these non-GAAP measures is prepared in accordance with GAAP and they may differ from non-GAAP measures reported by other companies. The Company believes that these measures enhance investors’ ability to review and understand trends in the Company’s business from the same perspective as management and understand the calculation of covenants under the Credit Agreement. The Company believes its presentation of some of these non-GAAP measures facilitates comparisons between periods because they provide consistency in its financial reporting among periods and exclude certain financial expenses. However, the non-GAAP measures presented are subject to limitations as analytical tools, and are not meant to be considered in isolation or as a substitute for the comparable GAAP measures to which they are reconciled. They should be read only in conjunction with the 2015 Annual Report and the Orbotech Unaudited Condensed Consolidated Interim Financial Statements, each of which have been prepared in accordance with U.S. GAAP, except as otherwise described therein. Some of the limitations of the Company’s non-GAAP measures are:

• they do not include equity-based compensation, as further described below, and certain other non-cash charges;

• although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and non-GAAP measures do not reflect any cash requirements for such replacements;

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• they do not reflect all cash expenditures, such as tax payments, that are required to be paid in cash and could be material to the Company;

• they do not reflect changes in, or cash requirements for, working capital needs;

• they do not reflect interest expense, or the cash requirements to service interest or principal payments on the Company’s debt;

• they do not reflect the impact of income or charges resulting from matters the Company considers not to be indicative of its ongoing operations; and

• other companies may calculate these measures differently than Orbotech does, limiting their usefulness as a comparative tool.

The effect of equity-based compensation expenses has been excluded from the non-GAAP net income measure and Adjusted EBITDA. Although equity-based compensation is a key incentive offered to employees, and the Company believes such compensation contributed to the revenues earned during the periods presented and also believes it will contribute to the generation of future period revenues, the Company continues to evaluate its business performance excluding equity based compensation expenses. Equity based compensation expenses are expected to recur in future periods.

The effects of amortization of intangible assets and impairment charges have also been excluded from the non-GAAP net income measure and EBITDA. These items are inconsistent in amount and frequency and are significantly affected by the timing and size of acquisitions. The use of intangible assets contributed to revenues earned during the periods presented and will also contribute to future period revenues. Amortization of intangible assets will recur in future periods and the Company may be required to record additional impairment charges in the future. The Company believes that it is useful for investors to understand the effects of these items on total operating expenses. Although these expenses are non-recurring with respect to past acquisitions, these types of expenses will generally be incurred in connection with any future acquisitions.

Reconciliation of GAAP to Non-GAAP Results

U.S. dollars in thousands (except share data)

	3 months ended March 31,
	2016			2015
Reported operating income on GAAP basis	$	23,352		$	20,278
Equity-based compensation expenses		1,680			889
Amortization of intangible assets		6,295			8,918
Non-GAAP operating income	$	31,327		$	30,085
Reported net income attributable to Orbotech Ltd. on GAAP basis	$	15,754		$	11,801
Equity-based compensation expenses		1,680			889
Amortization of intangible assets		6,295			8,918
Tax adjustments re non-GAAP adjustments		(729	)		(949	)
Share in losses of associated company		150			100
Non-GAAP net income	$	23,150		$	20,759
Non-GAAP earnings per diluted share	$	0.53		$	0.48
Shares used in earnings per diluted share calculation, in thousands		44,062			42,860

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Reconciliation of GAAP net income to Adjusted EBITDA

U.S. dollars in thousands

	3 months ended March 31,
	2016		2015
Net income attributable to Orbotech Ltd. on GAAP basis	$	15,754	$	11,801
Minority interest and equity losses		89		253
Tax expenses		2,845		1,752
Financial expenses		4,664		6,471
Depreciation and amortization		10,251		12,660
Equity-based compensation expenses		1,680		889
ADJUSTED EBITDA	$	35,283	$	33,826

Reconciliation of GAAP net income to Credit Facility EBITDA

U.S. dollars in thousands

	12 months ended March 31,
	2016
Net income attributable to Orbotech Ltd. on GAAP basis	$	60,724
Minority interest and equity losses		396
Tax expenses		14,881
Financial expenses		21,778
Depreciation and amortization		42,873
Equity-based compensation expenses		4,607
Gain from the sale of the Thermal activity		(628	)
Litigation expenses		497
CREDIT FACILITY EBITDA	$	145,128

(ii) Liquidity and Capital Resources

The Company’s equity as a percentage of its total assets was 56.9% at March 31, 2016, compared with 54.5% at December 31, 2015.

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Cash and cash equivalents (including restricted cash), short-term bank deposits and marketable securities were $176.8 million at March 31, 2016, compared with $191.3 at December 31, 2015. The Company had gross debt of $214.0 million at March 31, 2016 and $239.6 million at December 31, 2015.

Cash generated from operating activities in the three months ended March 31, 2016 was $15.7 million, compared with $21.6 million generated from operating activities in the three-month period ended March 31, 2015. Inventories at March 31, 2016 were $135.4 million, compared with $133.3 million at December 31, 2015. Net trade accounts receivable were $288.5 million at March 31, 2016, compared with $284.2 million at December 31, 2015. The period trade receivables were outstanding at March 31, 2016 (calculated by dividing: (A) the product of: (i) trade receivables at period end and (ii) 365; by (B) the aggregate of the previous four quarter revenues) was 139 days at March 31, 2016, compared with 138 days at December 31, 2015. The Company did not record any significant bad debts during the three months ended March 31, 2016, and its allowance for doubtful accounts was $3.1 million, or 1.0% of outstanding receivables at March 31, 2016, compared with $2.9 million, or 1.0% of outstanding receivables at December 31, 2015. Aggregate accounts payable and accruals were $157.1 million at March 31, 2016, compared with $160.0 million at December 31, 2015. Deferred income was $30.1 million at March 31, 2016, compared with $29.3 million at December 31, 2015.

During the three-month period ended March 31, 2016, the Company used a total of $25.6 million to voluntarily prepay a portion of the Term Loans and $5.8 million for capital expenditures.

For more information about certain terms of the Credit Agreement and related documents, including certain risks related to the Credit Agreement, see the 2015 Annual Report, particularly Item 3—Key Information—Risk Factors (e) and (f), Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources, and Item 10—Additional Information—Material Contracts in the 2015 Annual Report.

The Company routinely receives letters of credit or promissory notes in connection with the sale of products in the Far East and Japan. From time to time, its sells some of these letters of credit and promissory notes to third parties at a discount in return for cash. During the first three months of 2016, the Company sold approximately $8.0 million of these instruments.

The Company uses financial instruments and derivatives in order to limit its exposure to risks arising from changes in foreign currency exchange rates. The use of such instruments does not expose the Company to additional exchange rate risks since the derivatives are held against an asset (for example, excess assets in Euros). For more information, see Item 11—Quantitative and Qualitative Disclosures about Market Risk in the 2015 Annual Report. The Company’s policy in utilizing these financial instruments is to protect the Dollar value of its cash, cash equivalent and marketable securities assets rather than to serve as a source of income. For information as to monetary balances in non-Dollar currencies, see Note 4 to the Orbotech Unaudited Condensed Consolidated Interim Financial Statements.

The Company is not aware of any material commitments for capital expenditures in the future and believes that its currently available cash and cash equivalents and funds generated from operations together with available credit under the Credit Agreement will be sufficient to meet its working capital requirements for the next twelve months.

In addition to the proposed refinancing discussed above, the Company regularly evaluates its capital structure and considers refinancing transactions, including incurring debt in specific jurisdictions and selective corporate financing transactions through the issuance of

12

debt, equity and/or equity-linked securities, in each case, subject to the Company’s business needs and objectives and market and other conditions. The proceeds of any such transactions are expected to be used for general corporate purposes, including voluntary prepayments of debt, working capital and acquisitions. The amounts and dilution associated with any such transaction may be significant. The timing, structure and amount of any such transaction depends on the Company’s needs, contractual restrictions and prevailing market conditions, and the Company cannot assure investors that a transaction will occur in the near term or at all.

(iii) Off-Balance Sheet Arrangements

The Company does not use off-balance sheet arrangements or transactions with unconsolidated, limited-purpose entities to provide liquidity, financing or credit support or to engage in leasing, hedging or research and development activities or which would expose the Company to liability that is not reflected on the face of its financial statements.

(iv) Disclosure of Contractual Obligations

There have been no material changes outside the ordinary course of the Company’s business in connection with the contractual obligations specified in the 2015 Annual Report under Item 5—Operating and Financial Review and Prospects—Tabular Disclosure of Contractual Obligations.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have not been any material changes from the information previously provided under Item 11 of the 2015 Annual Report.

Item 4. Controls and Procedures

As of the end of the period covered by this Report, the Company’s management (with the participation of its chief executive officer and chief financial officer) conducted an evaluation, pursuant to Rule 13a-15 promulgated under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on this evaluation, the Company’s chief executive officer and chief financial officer concluded that as of the end of the period covered by this Report such disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by the Company in reports it files or submits under the Exchange Act, is (i) recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and (ii) accumulated and communicated to the Company’s management, including its chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. There were not any changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) promulgated under the Exchange Act that occurred during the period covered by this Report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II—Other Information

Item 1. Legal Proceedings.

In addition to the disclosure about legal matters in the 2015 Annual Report, from time to time, the Company is involved in various claims and legal and administrative proceedings

13

that arise in the ordinary course of business. Based on information available as of the date hereof, the Company does not believe that the ultimate outcome of any such unresolved matters, individually or in the aggregate, is likely to have a material adverse effect on the Company’s financial position or results of operations. However, litigation and administrative proceedings are subject to inherent uncertainties and the Company’s view of these matters, including settlement thereof, may change in the future. An unfavorable outcome or settlement may have a material adverse impact on the Company’s financial position and results of operations for the period in which it occurs, and potentially in future periods.

Item 1A. Risk Factors.

There have not been any material changes from the risk factors previously disclosed under Item 3—Key Information—Risk Factors in the 2015 Annual Report.

14

EXHIBITS

Exhibit #	Description
99.1	Orbotech’s unaudited condensed consolidated interim financial statements at March 31, 2016, and for the three-month periods ended March 31, 2016 and 2015, including the notes thereto.
99.2	Press release issued by the Registrant on and dated June 9, 2016, and entitled “Orbotech Ltd. Announces Public Offering of Ordinary Shares.”

SIGNATURES

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, thereunto duly authorized.

ORBOTECH LTD.

(Registrant)

By:	/s/ RAN BAREKET
	Ran Bareket
	Corporate Vice President and
	Chief Financial Officer
Date:	June 9, 2016

15

EX-99.1

Exhibit 99.1

ORBOTECH LTD.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

AT MARCH 31, 2016

(Unaudited)

TABLE OF CONTENTS

	Page
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS:
Balance Sheets		F-2
Statements of Operations		F-4
Statements of Comprehensive Income		F-5
Statements of Cash Flows		F-6
Notes to Condensed Consolidated Interim Financial Statements		F-8

ORBOTECH LTD.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	March 31, 2016		December 31, 2015
	U.S. dollars in thousands
Assets
CURRENT ASSETS:
Cash and cash equivalents	$	156,244	$	162,102
Restricted cash		11,374		13,617
Marketable securities		404		409
Short-term bank deposits		3,043		9,550
Accounts receivable:
Trade		288,517		284,192
Other		58,572		55,906
Inventories		135,380		133,250
Total current assets		653,534		659,026
INVESTMENTS AND OTHER NON-CURRENT ASSETS:
Marketable securities		5,716		5,637
Funds in respect of employee rights upon retirement		8,471		8,130
Deferred income taxes		20,636		20,147
Equity method investee and other receivables		10,896		10,144
		45,719		44,058
PROPERTY, PLANT AND EQUIPMENT, net		58,490		58,982
OTHER INTANGIBLE ASSETS, net		103,340		109,635
GOODWILL		170,177		170,177
Total assets	$	1,031,260	$	1,041,878

/s/ Yochai Richter	)	Active Chairman of the
Yochai Richter	)	Board of Directors
/s/ Asher Levy	)
Asher Levy	)	Chief Executive Officer

F-2

ORBOTECH LTD.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	March 31,			December 31,
	2016			2015
	U.S. dollars in thousands
Liabilities and equity
CURRENT LIABILITIES:
Current maturities of long-term loan	$	13,981		$	13,937
Accounts payable and accruals:
Trade		66,675			65,037
Other		90,458			94,930
Deferred income		30,132			29,282
Total current liabilities		201,246			203,186
LONG-TERM LIABILITIES:
Long-term loan, net		193,819			218,372
Liability for employee rights upon retirement		22,183			21,535
Deferred income taxes		16,259			16,984
Other tax liabilities		10,582			14,045
Total long-term liabilities		242,843			270,936
Total liabilities		444,089			474,122
EQUITY:
Orbotech Ltd. shareholders’ equity
Ordinary shares of NIS 0.14 par value per share (“Ordinary Shares”)
Authorized at March 31, 2016 and December 31, 2015: 80,000,000 Ordinary Shares
Issued at March 31, 2016 and December 31, 2015: 48,703,410 and 48,490,093 Ordinary Shares, respectively;
Outstanding at March 31, 2016 and December 31, 2015: 43,292,637 and 43,079,320 Ordinary Shares, respectively		2,217			2,209
Additional paid-in capital		310,359			306,612
Retained earnings		376,475			360,721
Accumulated other comprehensive loss		(1,539	)		(1,506	)
Less - treasury shares, at cost (at March 31, 2016 and December 31, 2015) - 5,410,773 Ordinary Shares		(99,539	)		(99,539	)
Total Orbotech Ltd. shareholders’ equity		587,973			568,497
Non-controlling interest		(802	)		(741	)
Total equity		587,171			567,756
Total liabilities and equity	$	1,031,260		$	1,041,878

The accompanying notes are an integral part of the condensed financial statements.

F-3

ORBOTECH LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three months ended March 31,
	2016			2015
	U.S. dollars in thousands (except per share data)
REVENUES:
Sale of products	$	140,946		$	131,342
Services rendered		49,481			53,442
		190,427			184,784
COST OF REVENUES:
Cost of products sold		74,621			71,179
Cost of services rendered		30,203			30,528
		104,824			101,707
GROSS PROFIT		85,603			83,077
RESEARCH AND DEVELOPMENT COSTS:
Expenses incurred		27,321			26,538
Less - government participations		752			759
NET RESEARCH AND DEVELOPMENT COSTS		26,569			25,779
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		30,023			28,973
EQUITY IN EARNINGS OF FRONTLINE		(636	)		(871	)
AMORTIZATION OF INTANGIBLE ASSETS		6,295			8,918
OPERATING INCOME		23,352			20,278
FINANCIAL EXPENSES - net		4,664			6,471
INCOME BEFORE TAXES ON INCOME		18,688			13,807
TAXES ON INCOME		2,845			1,752
SHARES IN LOSS OF EQUITY METHOD INVESTEE		150			100
NET INCOME		15,693			11,955
NET GAIN (LOSS) ATTRIBUTABLE TO THE NON-CONTROLLING INTEREST		(61	)		153
NET INCOME ATTRIBUTABLE TO ORBOTECH LTD.	$	15,754		$	11,801
EARNING PER SHARE ATTRIBUTABLE TO ORBOTECH LTD.:
NET INCOME:
Basic	$	0.36		$	0.28
Diluted	$	0.36		$	0.28
WEIGHTED AVERAGE NUMBER OF SHARES USED IN COMPUTATION OF EARNING PER SHARE - IN THOUSANDS:
Basic		43,186			41,961
Diluted		44,062			42,860

The accompanying notes are an integral part of the condensed financial statements.

F-4

ORBOTECH LTD.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three months ended March 31,
	2016			2015
	U.S. dollars in thousands
Net income	$	15,693		$	11,955
Other comprehensive income (loss):
Net change in respect of derivative instruments designated for cash flow hedge, net of tax		(62	)		(397	)
Net change in respect to available for sale securities, net of tax		29			70
Total other comprehensive income (loss)		(33	)		(327	)
Total comprehensive income		15,661			11,629
Comprehensive income (loss) attributable to the non-controlling interests		(61	)		153
Total comprehensive income attributable to Orbotech Ltd.	$	15,722		$	11,476

The accompanying notes are an integral part of the condensed financial statements.

F-5

ORBOTECH LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three months ended March 31,
	2016			2015
	U.S. dollars in thousands
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	15,693		$	11,955
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		10,251			12,660
Compensation relating to equity awards granted to employees and others, net		1,680			889
Decrease in liability for employee rights upon retirement, net		247			176
Long term loans discount amortization		300			120
Deferred financing costs amortization		798			312
Deferred income taxes		(1,214	)		2,334
Amortization of premium and accretion of discount on marketable securities, net		66			50
Equity in earnings of Frontline, net of dividend received		189			636
Other		150			499
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable:
Trade		(4,325	)		(1,668	)
Other		(2,717	)		3,093
Increase (decrease) in accounts payable and accruals:
Trade		1,638			2,311
Deferred income		850			(846	)
Other		(5,744	)		(9,908	)
Decrease (increase) in inventories		(2,130	)		(972	)
Net cash provided by operating activities	$	15,732		$	21,641
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment		(5,757	)		(3,182	)
Withdrawal of bank deposits		6,507			2,976
Purchase of marketable securities		(1,268	)
Redemption of marketable securities		1,157
Investment in equity method investee		(1,000	)		(1,500	)
Decrease (increase) in restricted cash		2,243			(3,244	)
Decrease in funds in respect of employee rights upon retirement		60
Net cash provided by (used in) investing activities	$	1,942		$	(4,950	)

F-6

(Concluded) - 2

ORBOTECH LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three months ended March 31,
	2016			2015
	U.S. dollars in thousands
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of long-term loans		(25,607	)		(750	)
Employee stock options exercised		2,075			2,152
Net cash provided by (used in) financing activities	$	(23,532	)	$	1,402
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(5,858	)		18,093
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		162,102			136,367
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	156,244		$	154,460

The accompanying notes are an integral part of the condensed financial statements

F-7

ORBOTECH LTD.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(unaudited)

NOTE 1 - BASIS OF PRESENTATION

a. General

Orbotech Ltd. (the “Company” or “Orbotech”) is an Israeli company, which, together with its subsidiaries and one joint venture, is principally engaged in the design, development, manufacture, marketing and servicing of cutting-edge solutions designed to enable the production of innovative, next generation electronic products and improve the cost effectiveness of existing and future electronics production processes.

The Company’s products include: direct imaging (“DI”), automated optical inspection (“AOI”), automated optical repair (“AOR”) and production systems used in the manufacture of printed circuit boards (“PCB”s) and other electronic components; AOI, test, repair and process monitoring systems used in the manufacture of flat panel displays (“FPD”s); and etch, physical vapor deposition (“PVD”) and chemical vapor deposition (“CVD”) equipment for use in the manufacture of semiconductor devices (“SD”s) such as micro-electro-mechanical systems (“MEMS”), advanced semiconductor packaging (“Advanced Packaging”), power and radio frequency (“RF”) devices and high brightness light emitting diode (“HBLED”) devices.

Through its subsidiary, Orbotech LT Solar, LLC (“OLTS”), the Company is engaged in the research, development and marketing of products for the deposition of thin film coating of various materials on crystalline silicon photovoltaic wafers for solar energy panels, and through its subsidiary, Orbograph Ltd. (“Orbograph”), in the development and marketing of character recognition solutions to banks, financial and other payment processing institutions.

These unaudited condensed consolidated interim financial statements of Orbotech have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Accordingly, they do not contain all information and notes required by U.S. GAAP for annual financial statements. In the opinion of management, these unaudited condensed consolidated interim financial statements reflect all adjustments, which include normal recurring adjustments, necessary for a fair statement of the Company’s consolidated financial position as of March 31, 2016, the consolidated results of operations, comprehensive income (loss) and cash flows for the three-month periods ended March 31, 2016 and 2015.

The financial data and other information disclosed in the notes to the condensed consolidated interim financial statements related to these periods are unaudited. The results for the three-month period ended March 31, 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2016.

These condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s annual report on Form 20-F for the year ended December 31, 2015. The condensed consolidated balance sheet data as of December 31, 2015 was derived from the audited consolidated financial statements for the year ended December 31, 2015, but does not include all disclosures required by U.S. GAAP.

F-8

ORBOTECH LTD.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (continued)

(Unaudited)

NOTE 1 - BASIS OF PRESENTATION (continued)

b. New accounting pronouncements effective in the three-month period ended March 31, 2016

In April 2015, the FASB issued ASU 2015-03, simplifying the Presentation of Debt Issuance Costs. Accounting Standards Update (“ASU”) 2015-03 requires that debt issuance costs related to a recognized debt liability are presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. The company adopted ASU 2015-03 in its consolidated financial statements as of January 1, 2016. The December 31, 2015 unamortized debt issuance costs balance of $5,461,000 was reclassified from non-current assets to long-term loan, net.

c. New accounting pronouncements effective in future periods

(i) In March 2016, the FASB issued ASU 2016-09, Improvement to Employee Share-Based Payment Accounting, an update to the guidance on stock-based compensation. Under the new guidance, all excess tax benefits and tax deficiencies will be recognized in the income statement as they occur. This will replace the current guidance, which requires tax benefits that exceed compensation cost (windfalls) to be recognized in equity. It will also eliminate the need to maintain a “windfall pool” and will remove the requirement to delay recognizing a windfall until it reduces current taxes payable. The new guidance will also change the cash flow presentation of excess tax benefits, classifying them as operating inflows, consistent with other cash flows related to income taxes. Currently, windfalls are classified as financing activities. Also, this will affect the dilutive effects in earnings per share, as there will no longer be excess tax benefits recognized in additional paid-in capital. Currently, excess tax benefits are included in assumed proceeds from applying the treasury stock method when computing diluted EPS. Under the amended guidance, companies will be able to make an accounting policy election to either: (i) continue to estimate forfeitures; or (ii) account for forfeitures as they occur. This updated guidance is effective for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company is currently evaluating the potential impact, if any, of the adoption of the ASU on its consolidated financial statements.

(ii) In May 2014, the FASB issued ASU 2014-09, Revenues from Contracts with Customers, Topic 606 (“Topic 606”), which was a joint project of the FASB and the International Accounting Standards Board to clarify the principles for recognizing revenue and to develop a common revenue standard for U.S. GAAP and International Financial Reporting Standards. Topic 606 provides that an entity should recognize revenue in connection with the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Specifically, an entity is required to apply each of the following steps: (i) identify the contract(s) with the customer; (ii) identify the performance obligations in the contracts; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The amendments in Topic 606 are effective for annual reporting periods beginning after December 15, 2017, including interim periods within those reporting periods. Early adoption is permitted, but not earlier than 2017 for calendar fiscal year entities. The Company is currently evaluating the potential impact, if any, of the adoption of Topic 606 on its consolidated financial statements.

F-9

ORBOTECH LTD.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (continued)

(Unaudited)

NOTE 1 - BASIS OF PRESENTATION (continued)

(iii) In March 2016, the FASB issued ASU 2016-08, Principal versus Agent Considerations. The amendment in this update does not modify the underlying principle of the guidance, but rather is intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. When another entity is involved in providing goods or services to a customer an entity is required to determine if the nature of its promise is to provide the specific goods or services itself (that is, the entity is a principal) or to arrange for those goods or services to be provided by the other party (that is, the entity is an agent). The guidance includes indicators to assist an entity in determining whether it acts as a principal or agent in a specified transaction. The amendments in this update are effective for annual reporting periods beginning after December 15, 2017, including interim periods within those reporting periods. Early adoption is permitted, but not earlier than 2017 for calendar fiscal year entities. The Company is currently evaluating the potential impact, but believes that the adoption of this new standard will not have a material impact on its consolidated financial statements.

(iv) In February 2016, the FASB issued ASU 2016-02, Leases, Topic 842 (“Topic 842”). The amendment in Topic 842 introduces a number of changes and simplifications from previous guidance, primarily the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. Topic 842 retains the distinction between finance leases and operating leases and the classification criteria between the two types remain substantially similar. Also, lessor accounting remains largely unchanged from previous guidance; however, key aspects in Topic 842 were aligned with the revenue recognition guidance in Topic 606. Additionally, Topic 842 defines a lease as a contract, or part of a contract, that conveys the right to control the use of identified asset for a period of time in exchange for considerations. Control over the use of the identified means that the customer has both (a) the right to obtain substantially all of the economic benefits from the use of the asset and (b) the right to direct the use of the asset. The amendments in Topic 842 are effective for annual reporting periods beginning after December 15, 2018, including interim periods within those reporting periods. Early adoption is permitted. The Company is currently evaluating the potential impact of the adoption on its consolidated financial statements.

F-10

ORBOTECH LTD.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (continued)

(Unaudited)

NOTE 2 - INVENTORIES

	March 31, 2016		December 31, 2015
	$ in thousands
Components:
For manufacturing of systems		50,468		47,328
For servicing of systems		37,053		36,539
		87,521		83,867
Work in process		18,053		19,476
Finished products		29,806		29,907
		135,380		133,250

NOTE 3 - COMMITMENTS AND CONTINGENT LIABILITIES

In June 2012, charges were filed in the Seoul Central District Court of the Republic of Korea (the “Seoul Court”) against the Korean subsidiary of the Company and six employees thereof. These charges, as amended in September 2013, related to the alleged acquisition and misuse of confidential information of certain of the Company’s significant customers in violation of the Korean Act on Prevention of Divulgence and Protection of Industrial Technology (the “ITA”), the Korean Unfair Competition Prevention and Trade Secret Protection Act and the Criminal Code of Korea (the “CC”). The charges included (1) the unlawful acquisition of certain industrial trade secrets related to the production of active matrix OLED panels of Samsung Mobile Display Co., Ltd. and LG Display Co. Ltd., customers of the Company’s Korean subsidiary (the “Customer Technology”), (2) unlawful use of the Customer Technology by preparing certain presentation materials, (3) unlawful divulgence of the Customer Technology to other employees of the Company inside and outside of Korea, (4) breach of trust in office by acquiring and divulging the Customer Technology without the customer’s permission for financial gain, and (5) the Korean subsidiary’s vicarious liability for the conduct of its employees. In December 2013, the Company’s Korean subsidiary and five of its Korean employees were acquitted by the above court on all charges, and one Korean employee was found guilty of certain legal violations and received a criminal fine of approximately 10 thousands dollars. Following such acquittal, the prosecutor filed a notice of appeal with respect to all aspects of the decision issued by the court. The prosecutor appealed the court’s decision with respect to all the defendants on the grounds that the court’s decision contained errors of fact, errors of law and an unjust sentence. The employee of the Company’s Korean subsidiary who was found guilty of certain legal violations and who received a criminal fine also appealed the court’s decision issued in respect of him. In December 2014, the appellate panel of the Seoul Court denied all appeals and reaffirmed the trial court’s decision. Following this decision, a notice of appeal was filed by the prosecutor with respect to all aspects of the decision and with respect to all defendants. The Company’s Korean subsidiary and its employees did not appeal the appellate panel’s decision. On the basis of information and assessments provided by its legal advisors the Company is unable to estimate the outcome (expected in mid-to-late 2016) of this matter and has therefore not recorded any liability in respect of this matter. The Company and its Korean subsidiary may also become subject to civil actions brought by third parties, including the Company’s customers, which may result in monetary judgments, settlements or loss of business or which may require the Company to change its business model.

F-11

ORBOTECH LTD.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (continued)

(Unaudited)

NOTE 4 - FINANCIAL INSTRUMENTS AND RISK MANAGEMENT:

a. General

The Company operates internationally, which gives rise to exposure to market risks, mainly from changes in foreign exchange rates. The Company uses financial instruments and derivatives in order to limit its exposure to risks arising from such changes.

The Company is exposed to losses in the event of non-performance by counterparties to financial instruments; however, as the counterparties are major Israeli, European and United States banks, the Company does not expect any counterparties to fail to meet their obligations. The Company does not require or place collateral with respect to these financial instruments. The Company does not hold or issue derivatives for trading purposes.

b. Derivative instruments

The Company enters into various types of foreign exchange derivatives in managing its foreign exchange risks. The notional amounts of these derivatives as of March 31, 2016 and December 31, 2015 were as follows:

	March 31, 2016		December 31, 2015
	$ in millions
Forward exchange contracts for conversion of:
Euros into Dollars		22.1		16.6
Japanese Yen into Dollars		100.2		63.7
Dollars into NIS		23.6		17.9
Korean Won into Dollars		18.1		18.2
Chinese Yuan into Dollars		15.2		15.6
Taiwan Dollars into Dollars		20.3		20.5
Dollars into British Pounds		115.8		90.5

F-12

ORBOTECH LTD.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (continued)

(Unaudited)

NOTE 4 - FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued):

For derivative financial instruments that are designated and qualify as a cash flow hedge, the effective portions of changes in fair value of the derivative are recorded in other comprehensive income, as “gains (losses) in respect of derivative instruments designated for cash flow hedge, net of related tax” and are recognized in the statement of operations when the hedged item affects earnings. Ineffective portions of changes in the fair value of cash flow hedges are recognized immediately in the statement of operations within “financial expenses - net”. Changes in the fair value of other derivatives are recognized in the statement of operations within “financial expenses - net”.

Cash flows from derivatives that qualify as a cash flow hedge are recognized in the statement of cash flows in the same category as that of the hedged item.

c. Disclosure of Fair Value of financial instruments:

The fair value of financial instruments included in working capital is usually close or identical to their carrying amounts. The fair value of non-current other receivables and long-term liabilities, including long-term loans, also approximates the carrying amounts, since they bear interest at rates close to prevailing market rates.

The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2016 and December 31, 2015, consistent with the fair value hierarchy provisions:

	Level 1		Level 2		Total
	$ in thousands
March 31, 2016:
Assets:
Marketable securities		6,120				6,120
Derivative assets designated as hedging instruments				201		201
Derivative assets not designated as hedging instruments				114		114
Liabilities:
Derivative liabilities designated as hedging instruments				1,893		1,893
Derivative liabilities not designated as hedging instruments				2,306		2,306
December 31, 2015:
Assets:
Marketable securities		6,046				6,046
Derivative assets not designated as hedging instruments				288		288
Liabilities:
Derivative liabilities designated as hedging instruments				1,486		1,486
Derivative liabilities not designated as hedging instruments				457		457

F-13

ORBOTECH LTD.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (continued)

(Unaudited)

NOTE 4 - FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued):

1. Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

2. Level 2 - Valuations based on quoted prices in markets that are not active but for which all significant inputs are observable, either directly or indirectly. Derivatives, as described in Note 4b above, are of value primarily based on observable inputs including interest rate curves and both forward and spot prices for currencies and the Company is therefore able to perform independent verification in order to validate quotations obtained.

3. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. These estimated fair values are subject to uncertainties that are difficult to predict.

NOTE 5 – LONG-TERM LOAN

	March 31, 2016		December 31, 2015
	$ in thousands
Long-term loans		212,463		237,770
Less - deferred financing cost		4,663		5,461
Less - current maturities		13,981		13,937
Net long-term loan		193,819		218,372

The average interest rate of the long-term loan was 5% in all periods presented.

The Credit Agreement requires the Company and its subsidiaries on a consolidated basis to maintain compliance with a minimum liquidity amount (as defined) of $40 million tested as of the last day of each month, and places certain restrictions on the ability of the Company or certain of the Company’s subsidiaries to, among other things, incur debt and liens; merge, consolidate or liquidate; make investments; dispose of assets; enter into sale and leaseback transactions; pay dividends and make other restricted payments; undertake transactions with affiliates; enter into restrictive agreements on their ability to grant liens, make dividends and other distributions; amend material documents, change fiscal periods; and designate unrestricted subsidiaries. As of March 31, 2016, the Company was in compliance with all covenants in the Credit Agreement.

F-14

ORBOTECH LTD.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (continued)

(Unaudited)

NOTE 6 - SUPPLEMENTARY BALANCE SHEET INFORMATION:

a. Accounts payable and accruals - other

	March 31, 2016		December 31, 2015
	$ in thousands
Employees and employee institutions		28,641		33,784
Government departments and agencies		18,469		21,922
Derivative liabilities		4,199		1,943
Accrued expenses		39,149		37,270
Sundry		—		11
		90,458		94,930

b. Deferred income

	March 31, 2016		December 31, 2015
	$ in thousands
Deferred income relating to warranty and installations commitments		23,678		22,221
Deferred income		6,454		7,061
		30,132		29,282

F-15

ORBOTECH LTD.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (continued)

(Unaudited)

NOTE 7 – SEGMENT AND GEOGRAPHICAL INFORMATION:

a. Financial data relating to reportable segments:

	Production solutions for the electronics industry		Solar energy			Recognition software			Total
	$ in thousands
Three months ended March 31, 2016:
Revenues from unaffiliated customers:
Sales of products		138,022		1,345			1,579			140,946
Services rendered		47,101		812			1,568			49,481
Total revenues		185,123		2,157			3,147			190,427
Operating income (loss)		*23,907		(406	)		(149	)		23,352
Assets (At the end of period)		986,657		7,850			11,125			1,005,632
Expenditures for segment assets		5,709					48			5,757
Depreciation and amortization		10,206					45			10,251
Three months ended March 31, 2015:
Revenues from unaffiliated customers:
Sales of products		125,233		4,340			1,769			131,342
Services rendered		51,563		323			1,556			53,442
Total revenues		176,796		4,663			3,325			184,784
Operating income (loss)		*19,614		233			431			20,278
Assets (At the end of period)		995,374		8,358			11,081			1,014,814
Expenditures for segment assets		3,182								3,182
Depreciation and amortization		12,637					23			12,660

* Including share in net income of Frontline

1. Following is a reconciliation of the operating income of the reportable segments to the data included in the statements of operations:

	Three months ended March 31,
	2016		2015
	$ in thousands
Operating income:
Total operating income of reportable segments		23,352		20,278
Financials expenses, net		4,664		6,471
Income before taxes on income		18,688		13,807

F-16

ORBOTECH LTD.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (continued)

(Unaudited)

NOTE 7 – SEGMENT AND GEOGRAPHICAL INFORMATION (continued):

2. Following is a reconciliation of the assets of the reportable segments to the data included in the consolidated balance sheets:

	Three months ended March 31,
	2016		2015
	$ in thousands
Total assets of reportable segments at end of year		1,005,632		1,014,814
Assets not allocated to segments		25,628		23,109
Consolidated assets at end of year		1,031,260		1,037,923

b. Geographical information:

	Three months ended March 31,
	2016		2015
	$ in thousands
Revenues - classified by geographical area (based on the location of customers):
China		59,727		53,030
Taiwan		54,500		30,700
North America		23,700		32,786
Korea		13,900		25,603
Europe		12,400		27,020
Japan		12,100		5,505
Other (*)		14,100		10,140
Total revenues		190,427		184,784

(*) mainly in the Far East.

F-17

ORBOTECH LTD.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (continued)

(Unaudited)

NOTE 7 – SEGMENT AND GEOGRAPHICAL INFORMATION (continued):

Revenues by operating segments are as follows:

	Three months ended March 31,
	2016		2015
	$ in thousands
PCB		67,987		57,996
FPD		44,660		57,374
SD		72,475		61,425
OTHER		5,305		7,989
Total revenues		190,427		184,784

NOTE 8 – MAJOR CUSTOMERS

Revenues recognized from major customers are as below:

	Three months ended March 31,
	2016	2015
	% of revenues
Customer A	13.5%		*
Customer B	10.3%		*

* Less than 10% of the Company’s revenues

All such revenues are related to the Production Solutions for the Electronics Industry segment.

No customer accounted for more than 10% of the Company’s total revenues during the three months ended March 31, 2015 and the year ended December 31, 2015.

F-18

ORBOTECH LTD.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (continued)

(Unaudited)

NOTE 9- FINANCIAL EXPENSES – NET

	Three months ended March 31,
	2016			2015
	$ in thousands
Income:
Interest:
In respect of bank deposits and marketable securities		167			132
Expenses:
Interest:
Term loans		4,127			4,178
Costs relating to factoring of letters of credits and promissory notes		105			60
Marketable securities and bonds premium/discount amortization		66			50
Foreign currency exchange losses - net		346			1,986
Bank charges and other		187			329
		4,831			6,603
		(4,664	)		(6,471	)

NOTE 10– EARNINGS PER SHARE

Following are data relating to the weighted average number of shares for the purpose of computing earnings per share:

	Three months ended March 31,
	2016		2015
	$ in thousands
Weighted average number of shares issued and outstanding (net of treasury shares) - used in computation of basic earnings per share		43,186		41,961
Add - incremental shares from assumed exercise of options and RSUs		876		899
Weighted average number of shares used in computation of diluted earnings per share		44,062		42,860

Diluted earnings per share for the three-month period ended March 31, 2016 and 2015 do not reflect “out-of-the-money” options to purchase aggregate amounts of 0 and 26,460 Ordinary Shares, respectively, due to their anti-dilutive effect.

F-19

ORBOTECH LTD.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (continued)

(Unaudited)

NOTE 11– RELATED PARTIES

	Three months ended March 31,
	2016		2015
	$ in thousands
Related parties transactions included in:
Cost of goods sold		84		160
Selling, general and administrative		685		768

	March 31,		December 31,
	2016		2015
	$ in thousands
Balances with related parties (included in trade payables)		3,118		5,553

F-20

EX-99.2

Exhibit 99.2

Orbotech Ltd. Announces Public Offering of Ordinary Shares

June 9, 2016, YAVNE, ISRAEL – ORBOTECH LTD. (the “Company”) (NASDAQ/GSM SYMBOL: ORBK) announced today that it plans to offer 3,850,000 ordinary shares to the public (the “Offering”). In connection with the Offering, Orbotech has also granted the underwriter an option to purchase up to 385,000 additional ordinary shares.

The Company plans to use the net proceeds of the Offering to repay a portion of its outstanding indebtedness under its Credit Agreement, dated as of August 7, 2014.

Barclays Capital Inc. is acting as sole book-running manager of the Offering, which will be made under an effective shelf registration statement.

The Offering is being made only by means of a prospectus supplement and accompanying base prospectus. When available, the preliminary prospectus supplement and accompanying base prospectus relating to the ordinary shares being offered in the Offering may be obtained from Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: (888) 603-5847, email: barclaysprospectus@broadridge.com.

A registration statement (including a prospectus) relating to these securities has been filed with the U.S. Securities and Exchange Commission (the “SEC”) and has become effective. Before you invest, you should read the prospectus in that registration statement and other documents filed with the SEC for more information about the Company and this Offering. You may obtain these documents free of charge by visiting the SEC’s website at www.sec.gov.

This press release is for informational purposes only and shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Orbotech Ltd.

Orbotech Ltd. (NASDAQ/GSM: ORBK) is a global innovator of enabling technologies used in the manufacture of the world’s most sophisticated consumer and industrial products throughout the electronics and adjacent industries. The Company is a leading provider of yield enhancement and production solutions for electronics reading, writing and connecting, used by manufacturers of printed circuit boards, flat panel displays, advanced packaging, micro-electro-mechanical systems and other electronic components. Virtually every electronic device in the world is produced using Orbotech systems.

Forward-Looking Statements

This press release includes or incorporates by reference certain statements that constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements relate to, among other things, future prospects, developments and business strategies and involve certain risks and uncertainties, and are identified by words such as “anticipate,” “believe,” “could,” “will,” “plan,” “expect” and “would” and similar terms and phrases, including references to assumptions. These forward-looking statements are made based on management’s expectations and beliefs concerning future events affecting Orbotech and are subject to uncertainties and factors relating to Orbotech’s

operations and business environment, all of which are difficult to predict and many of which are beyond the Company’s control. Many factors could cause the actual results to differ materially from those projected including, without limitation, cyclicality in the industries in which the Company operates, the Company’s production capacity, timing and occurrence of product acceptance (the Company defines “bookings” and “backlog” as purchase arrangements with customers that are based on mutually agreed terms, which, in some cases for bookings and backlog, may still be subject to completion of written documentation and may be changed or cancelled by the customer, often without penalty), fluctuations in product mix, worldwide economic conditions generally, especially in the industries in which the Company operates, the timing and strength of product and service offerings by the Company and its competitors, changes in business or pricing strategies, changes in the prevailing political and regulatory framework in which the relevant parties operate or in economic or technological trends or conditions, including currency fluctuations, inflation and consumer confidence, on a global, regional or national basis, the level of consumer demand for sophisticated devices such as smartphones, tablets and other electronic devices as well as automobiles, the Company’s global operations and its ability to comply with varying legal, regulatory, exchange, tax and customs regimes, the Company’s ability to achieve strategic initiatives, including related to its acquisition strategy, the Company’s debt and corporate financing activities, the final timing and outcome (each, expected in mid-to-late 2016), and impact of the criminal matter and ongoing investigation in Korea, including any impact on existing or future business opportunities in Korea and elsewhere, any civil actions related to the Korean matter brought by third parties, including the Company’s customers, which may result in monetary judgments or settlements, expenses associated with the Korean matter, ongoing or increased hostilities in Israel and the surrounding areas, and other risks detailed in the Company’s SEC reports, including the Company’s Annual Report on Form 20-F for the year ended December 31, 2015, and subsequent SEC filings. As a result of all of the foregoing, the forward looking events discussed in this press release might not occur and our actual results may differ materially from those anticipated in the forward looking statements. Accordingly, you should not unduly rely on any forward looking statements. The Company assumes no obligation to update the information in this press release to reflect new information, future events or otherwise, except as required by law. New factors emerge from time to time, and it is not possible for us to predict all of these factors. Further, we cannot assess the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward looking statement.

For further information, please contact:

Ran Bareket

Corporate Vice President and Chief Financial Officer

Orbotech Ltd.

Tel: +972-8-942-3638

Ran-B@orbotech.com

Tally Kaplan Porat

Head of Corporate Marketing

Orbotech Ltd.

Tel: +972-8-942-3603

Tally-Ka@orbotech.com