cmc10kfiled112508.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2008
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________

COMMISSION FILE NUMBER 000-30205

CABOT MICROELECTRONICS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
36-4324765
(State of Incorporation)
(I.R.S. Employer Identification No.)

870 NORTH COMMONS DRIVE
60504
AURORA, ILLINOIS
(Zip Code)
(Address of principal executive offices)
 
Registrant's telephone number, including area code: (630) 375-6631

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Name of each exchange on which registered
Common Stock, $0.001 par value
 
The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.       Yes [ X ]    No [  ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes [  ]    No [ X ]    

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes [ X ]    No [  ]    

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
[ X ]    
Accelerated filer
[  ]
Non-accelerated filer
[  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     Yes [  ]    No [ X ]    

The aggregate market value of the registrant’s Common Stock held beneficially or of record by stockholders who are not affiliates of the registrant, based upon the closing price of the Common Stock on March 31, 2008, as reported by the NASDAQ Global Select Market, was approximately $745,993,700.  For the purposes hereof, "affiliates" include all executive officers and directors of the registrant.

As of October 31, 2008, the Company had 23,223,147 shares of Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement for the Annual Meeting of Stockholders to be held on March 3, 2009, are incorporated by reference in Part III of this Form 10-K to the extent stated herein.

This Form 10-K includes statements that constitute “forward-looking statements” within the meaning of federal securities regulations.  For more detail regarding “forward-looking statements” see Item 7 of Part II of this Form 10-K.

 
1

 

CABOT MICROELECTRONICS CORPORATION
FORM 10-K
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2008

PART I.
   
Page
       
 
Item 1.
3
 
Item 1A.
13
 
Item 1B.
17
 
Item 2.
17
 
Item 3.
18
 
Item 4.
18
   
19
       
       
PART II.
     
       
 
Item 5.
21
 
Item 6.
23
 
Item 7.
24
 
Item 7A.
36
 
Item 8.
37
 
Item 9.
69
 
Item 9A.
69
 
Item 9B.
70
       
       
PART III.
     
       
 
Item 10.
71
 
Item 11.
71
 
Item 12.
72
 
Item 13.
 72
 
Item 14.
 72
       
       
PART IV.
     
       
 
Item 15.
73
   
73
   
75


 
2


PART I

ITEM 1.  BUSINESS

OUR COMPANY

Cabot Microelectronics Corporation ("Cabot Microelectronics'', "the Company'', "us'', "we'', or "our''), which was incorporated in the state of Delaware in 1999, is the leading supplier of high-performance polishing slurries used in the manufacture of advanced integrated circuit (IC) devices within the semiconductor industry, in a process called chemical mechanical planarization (CMP).  CMP is a polishing process used by IC device manufacturers to planarize or flatten many of the multiple layers of material that are deposited upon silicon wafers in the production of advanced ICs.  CMP enables IC device manufacturers to produce smaller, faster and more complex IC devices with fewer defects.

We currently operate predominantly in one industry segment – the development, manufacture and sale of CMP consumables.  We develop, produce and sell CMP slurries for polishing many of the conducting and insulating materials used in IC devices, and also for polishing the disk substrates and magnetic heads used in hard disk drives.  We also develop, manufacture and sell CMP polishing pads, which are used in conjunction with slurries in the CMP process.

In addition to strengthening and growing our core CMP business, through our Engineered Surface Finishes (ESF) business we seek to leverage our expertise in CMP formulation, materials and polishing techniques for the semiconductor industry to address other demanding market applications requiring nanoscale control of surface shape and finish, and gain access to a variety of markets that we do not currently serve.  We are pursuing a number of surface modification applications in which we believe our technical ability to shape, enable and enhance the performance of surfaces at an atomic level can add value to our customers.


CMP PROCESS WITHIN IC DEVICE MANUFACTURING

The multi-step manufacturing process for IC devices is referred to as a “wafer start”, and typically begins with a circular wafer of pure silicon.  A large number of identical IC devices, or dies, are manufactured on each wafer at the same time.  The first steps in the manufacturing process build transistors and other electronic components on the silicon wafer.  These are isolated from each other using a layer of insulating material, most often silicon dioxide, to prevent electrical signals from bridging from one transistor to another.  These components are then wired together using conducting materials such as aluminum or copper in a particular sequence to produce a functional IC device with specific characteristics.  When the conducting wiring on one layer of the IC device is completed, another layer of insulating material is added.  The process of alternating insulating and conducting layers is repeated until the desired wiring within the IC device is achieved.  At the end of the process, the wafer is cut into the individual dies, which are then packaged to form individual chips.

Demand for CMP products for IC devices is primarily based on the number of wafer starts by semiconductor manufacturers and the complexity of the IC devices.  To enhance the performance of IC devices, IC device manufacturers have progressively increased the number and density of electronic components and wiring in each IC device.  As a result, the number of wires and the number of discrete wiring layers have increased.  As the complexity of the IC devices increases, the demand for CMP products also increases.  As semiconductor technology has advanced and performance requirements of IC devices have increased, the percentage of IC devices that utilize CMP in the manufacturing process has increased steadily over time.  We believe that CMP is used in the majority of all IC devices made today, and we expect that the use of CMP will continue to increase in the future.

In the CMP polishing process, CMP consumables are used to level, smooth and remove excess material from the surfaces of the layers of IC devices via a combination of chemical reactions and mechanical abrasion, leaving minimal residue or defects on the surface, and leaving only the material necessary for circuit integrity.  CMP slurries are liquid solutions generally composed of high-purity deionized water and a proprietary mix of chemical additives and engineered abrasives that chemically and mechanically interact with the surface material of the IC device at an atomic level.  CMP pads are engineered polymeric materials designed to distribute and transport the slurry to the surface of the wafer and distribute it evenly across the wafer.  During the CMP process the wafer is typically held on a rotating carrier, which is pressed down against a rotating polishing table and spun in a circular motion.  The portion of the table that comes in contact with the wafer is covered by a textured polishing pad.  A CMP slurry is continuously applied to the polishing pad to facilitate and enhance the polishing process.  Hard disk drive manufacturers use similar processes to smooth the surface of substrate disks before depositing magnetic media onto the disk.
 
 
3


 
An effective CMP process is achieved through technical optimization of the CMP consumables in conjunction with an appropriately designed CMP process.  Prior to introducing new or different CMP slurries or pads into its manufacturing process, an IC device manufacturer generally requires the product to be qualified in its processes through an extensive series of tests and evaluations.  These qualifications are intended to ensure that the CMP consumable product will function properly within the customer’s overall manufacturing process.  These tests may require minor changes to the CMP process or the CMP slurry or pad.  While this qualification process varies depending on numerous factors, it is generally quite costly and may take six months or longer to complete.  IC device manufacturers usually take into account the cost, time required and impact on production when they consider implementing or switching to a new CMP slurry or pad.

CMP enables IC device manufacturers to produce smaller, faster and more complex IC devices with a greater density of transistors and other electronic components than is possible without CMP.  By enabling IC device manufacturers to make smaller IC devices, CMP also allows them to increase the number of IC devices that fit on a wafer.  This increase in the number of IC devices per wafer in turn increases the throughput, or the number of IC devices that can be manufactured in a given time period, and thereby reduces the cost per device.  CMP also helps reduce the number of defective or substandard IC devices produced, which increases the device yield.  Improvements in throughput and yield reduce an IC device manufacturer's unit production costs, and reducing costs is one of the highest priorities of a semiconductor manufacturer as the return on its significant investment in manufacturing capacity can be enhanced by lower unit costs.  More broadly, sustained growth in the semiconductor industry traditionally has been fueled by lower unit costs, making IC devices more affordable in an expanding range of applications.


PRECISION POLISHING

Through our ESF business, we are applying our technical expertise in CMP consumables and polishing techniques developed for the semiconductor industry to demanding applications in other industries where shaping, enabling and enhancing the performance of surfaces is critical to success.  We believe we can deliver improvements in production efficiencies, figure precision and surface finish for a variety of difficult-to-polish materials.

In addition, many of the production processes currently used in precision machining and polishing have been based on traditional, labor-intensive techniques, which are being replaced by computer-controlled, deterministic processes.  Our fiscal 2006 acquisition of QED Technologies, Inc. (QED) allowed  us to become a leading provider of deterministic finishing technology for the precision optics industry.  We believe precision optics are pervasive, serving several existing large and growing markets such as semiconductor equipment, aerospace, defense, security and telecommunications, and also offer growth potential in new applications.


OUR PRODUCTS

CMP CONSUMABLES FOR IC DEVICES

We develop, produce and sell CMP slurries for a wide range of polishing applications of materials that conduct electrical signals, including tungsten, copper and tantalum (commonly referred to as “copper barrier” or “barrier”).  Slurries for polishing tungsten are used heavily in the production of memory devices and older generation logic devices such as for MP3 players, cellphones, gaming devices and digital video recorders.  Our next generation slurries for tungsten polishing are designed to be tunable, such that customers have greater flexibility, improved performance and a reduced cost of ownership.  Our slurries for polishing copper and barrier materials are used primarily in the production of advanced IC logic devices such as microprocessors for computers, and devices for graphic systems, gaming systems and communication devices.  These products include different slurries for polishing the copper film and the thin barrier layer used to separate copper from the adjacent insulating material.  We offer multiple products for each technology node to enable different integration schemes depending on specific customer needs.


 
4


We also develop, manufacture and sell slurry products used to polish the dielectric insulating materials that separate conductive layers within logic and memory semiconductor chips.  Our core slurry products for these materials are used for a wide variety of high volume applications.  Our advanced dielectrics products are designed to be more customized than our core dielectrics products to meet the more stringent and complex performance requirements of specialized polishing applications at advanced technology nodes.

We develop, produce and sell CMP polishing pads, which are consumable materials that work in conjunction with CMP slurries in the CMP polishing process.  We believe that CMP polishing pads represent a natural adjacency to our CMP slurry business, since the technologies are closely related and utilize the same technical and sales infrastructure.  We believe our unique pad material and our continuous pad manufacturing process enable us to produce a pad with a longer pad life, greater consistency from pad-to-pad, and enhanced performance, resulting in lower cost of ownership for our customers.  We are producing and selling pads that can be used on a variety of polishing tools, over a broad range of applications including tungsten, copper and dielectrics, over a wide range of technology nodes, and on both 200mm and 300mm wafers.


CMP CONSUMABLES FOR THE DATA STORAGE INDUSTRY

We develop and produce CMP slurries for polishing the materials that coat rigid disks and magnetic heads used in hard disk drives for computer and other data storage applications, which represent an extension of our core CMP slurry technology and manufacturing capabilities established for the semiconductor industry.  We believe CMP significantly improves the surface finish of these coatings, resulting in greater storage capacity of the hard disk drive systems, and also improves the production efficiency of manufacturers of hard disk drives by helping them increase their throughput and yield.


PRECISION OPTICS PRODUCTS

Through our QED subsidiary, we design and produce precision polishing and metrology systems for advanced optic applications that allow customers to attain near-perfect shape and surface finish on a range of optical components such as mirrors, lenses and prisms.  Historically, advanced optics have been produced using labor-intensive artisan processes, and variability has been common.  QED has created an automated polishing system that enables rapid, deterministic and repeatable surface correction to the most demanding levels of precision in dramatically less time than with traditional means.  QED’s polishing systems use Magneto-Rheological Finishing (MRF), a proprietary surface figuring and finishing technology, which employs magnetic fluids and sophisticated computer technology to polish a variety of shapes and materials.

Fabrication of high quality, advanced optics is often hampered by the lack of accurate and affordable metrology.  For example, interferometers, metrology tools that measure the surface of an optic, traditionally are limited by the size and precision of the reference optic used.  QED’s Subaperture Stitching Interferometry (SSI) workstation enables the automatic capture of precise metrology data for large and/or strongly curved optical parts and gives the user a complete map of the optical surface.  The SSI workstation measures portions of large optical parts, and digitally “stitches” these portions together into a single complete surface map.  This map is needed to produce high precision optics to exacting tolerances.  QED’s SSI technology for Aspheres (SSI-A) is designed to extend the capability of the SSI platform to measure increasingly complex shapes.


STRATEGY

We believe our core competencies lie in our abilities to shape, enable and enhance the performance of surfaces at an atomic level, as well as to consistently and reliably deliver and support products around the world that meet our customers’ demanding specifications.  We continue to pursue two strategic goals intended to utilize these capabilities: 1) strengthen and grow our core CMP consumables business within the semiconductor and hard disk drive industries, and 2) leverage our expertise in CMP process and slurry formulation to expand our ESF business into new markets.


 
5


STRENGTHEN AND GROW OUR CORE CMP CONSUMABLES BUSINESS

As the leader in the CMP slurry industry, we intend to grow our core CMP consumables business through implementation of our three strategic initiatives – maintaining our technological leadership, achieving operations excellence and connecting with our customers.  We believe our strong financial performance and financial position allow us to fund growth opportunities in our core CMP consumables business through internally developed technologies as well as potential acquisitions of technologies and businesses.

Technology Leadership:  We believe that technology is vital to success in our CMP consumables business and we devote significant resources to research and development.  We continue to develop and produce new CMP products to address existing or new CMP applications.  We need to stay ahead of the rapid technological advances in the semiconductor and data storage industries in order to deliver a broad line of CMP consumables products that meet or exceed our customers' evolving needs.  We have established research and development facilities in the United States, Japan, Taiwan and Singapore in order to meet our customers’ technology needs on a global basis.

Operations Excellence:  Our customers demand increasing performance of our products in terms of product quality and consistency.  We strive to drive out variation in our products and processes in order to increase quality, productivity and efficiency, and improve the uniformity and consistency of performance of our CMP consumable products.  To support our operations excellence initiative, we have adopted the concepts of Six Sigma across our Company.  Six Sigma is a systematic, data-driven approach and methodology for improving quality by reducing variability.  We believe our Six Sigma initiatives have contributed to a cumulative 23% gain in productivity in our operations over the past four fiscal years.  We also have extended our Six Sigma initiative to include joint projects with customers and vendors.  We continue to make improvements to our supply chain to improve the quality and consistency of our products, processes and raw materials, as well as to expand our production capacity.

Connecting With Our Customers:  We believe that building close relationships with our customers is a key to achieving long-term success in our business.  We work closely with our customers to identify and develop new and better CMP consumables, to integrate our products into their manufacturing processes, and to assist them with supply, warehousing and inventory management.  Our customers demand a highly reliable supply source, and we believe we have a competitive advantage because of our ability to timely deliver high-quality products and service from the early stages of product development through the commercialized use of our products.  We have devoted significant resources to enhance our close customer relationships and we are committed to continuing this effort.  We strategically locate our research facilities, manufacturing operations and the related technical and customer support teams to be responsive to our customers’ needs.

The following are some examples of the successful execution of our strategic initiatives during fiscal 2008.

·  
We significantly increased sales of our differentiated pad product in fiscal 2008 as sales increased to $15.1 million from $0.5 million in fiscal 2007.  We were also able to expand our pad customer base from eight customers at the beginning of the fiscal year to 15 by the end of the year.
·  
We completed the installation of our new 300-millimeter polishing tool and related metrology equipment at our Asia Pacific technology center in Geino, Japan.  This equipment is being used in the development of next-generation products for copper, barrier and other applications as well as for customer demonstrations in the Asia Pacific region.
·  
We entered into a long-term agreement with International Business Machine Corporation (IBM) to jointly develop CMP solutions for a variety of new applications and new materials.
·  
We announced that we have signed an agreement to establish on-site pad finishing capability at one of our customer’s wafer fabrication facilities.


 
6


LEVERAGE OUR EXPERTISE INTO NEW MARKETS – ENGINEERED SURFACE FINISHES

In addition to strengthening and growing our core CMP business, we are expanding our Company through our ESF business.  We believe we can leverage our expertise in CMP consumables for the semiconductor industry to develop an array of products for demanding polishing applications in other industries that are synergistic to our CMP consumables business.  One area of focus in our ESF business is on the electronic materials market, including the polishing of electronic substrates such as silicon and silicon-carbide wafers.

Similar to our core CMP business, our ESF business is technology driven.  For example, we believe our QED subsidiary is the technology leader in deterministic finishing for the precision optics industry.  In fiscal 2008, QED was awarded a prestigious “R&D 100 award” by R&D Magazine that was granted for QED’s development of its SSI-A system.  SSI-A is a precision metrology system that is capable of measuring complex optical surfaces, including those that are non-spherical.  Fiscal 2008 was the second consecutive year in which QED has been honored with an R&D 100 award.

QED has expanded its marketing efforts beyond its traditional emphasis on the largest precision optics producers to now also appeal to hundreds of smaller optics manufacturers throughout the world that continue to rely on traditional, manual artisan labor to produce optical components.  These marketing efforts translated into a number of shipments during fiscal 2008 that represented new customers for our QED business.  During fiscal 2008, we equipped our Asia Pacific technology center with QED capabilities to offer product demonstrations to our customers in this region.  These initiatives demonstrate our ability to serve our ESF customers on a global scale, much like we do in our CMP consumables business.


INDUSTRY TRENDS

SEMICONDUCTOR INDUSTRY

We believe the semiconductor industry has demonstrated several clear trends: semiconductor demand is increasingly driven by demand for consumer electronic devices that have a high memory content; there is constant pressure to reduce costs; the number of logic development centers continues to shrink as does the number of semiconductor manufacturers; and business is cyclical.

Consumer electronic devices now represent a strong driver for semiconductor demand, in addition to the traditional driver of personal computers.  Competition in the industry continues to grow as the complexity of devices increases, so customers look for suppliers who can provide innovative and cost-effective solutions.  As we enter fiscal 2009, demand in the semiconductor industry appears to be softening in conjunction with broad economic weakness in the global economy.  Recent analyst reports have forecasted that semiconductor foundries are expected to reduce their utilization rates by 20-30% and a number of memory manufacturers have announced that they will reduce production as well.  We believe, however, that growth in demand for consumer devices as well as continued growth in computing applications will be key growth drivers in the industry over the long term.

As the growth in consumer electronic devices continues, there is increased pressure on IC device manufacturers to reduce their costs since end users of consumer electronic devices are very price sensitive.  Manufacturers are seeking ways to optimize their production yield while minimizing their production costs.  One way they can control unit cost is by maximizing their production capacity, thereby spreading their fixed production costs over a large number of units.  Manufacturers also seek ways to improve their production yield through the use of CMP consumables products with improved product quality and performance.  Our customers also actively seek price reductions to lower their production costs.  This pressure on manufacturers to reduce costs has also led to an increase in the use of foundries where semiconductor companies can outsource some or all of their manufacturing and reduce their fixed costs.

Although cost control is critical, rapid advancement in technology increases the development and production costs of IC devices.  However, technology development can be cost-prohibitive to many manufacturers, so there has been a significant decline in the number of technology development centers in the industry, particularly logic chip design centers.  We believe that our customers are forming consortia and research and development alliances to better manage their development costs.  The number of semiconductor manufacturers has been declining as well, since the smaller manufacturers do not have the resources to compete with the large manufacturers on the global basis needed in today’s market.
 
 
7


 
The cyclical nature of the semiconductor industry is closely tied to the global economy.  In our fiscal year 2008, we saw a continued weakening of the U.S. and global economy, which now appears to be affecting end user demand for both logic and memory devices.  Semiconductor manufacturers now must pay closer attention to both the cost and volume of production of IC devices.  Although it is not possible to predict how long the current downturn will last, it will likely adversely affect our business well into fiscal 2009.  However, we believe that wafer starts will grow in the long term.


CMP CONSUMABLES INDUSTRY

Demand for CMP consumables is primarily driven by wafer starts, so the CMP consumables industry reflects the cyclicality of the semiconductor industry.  Our financial results for fiscal 2008 also demonstrated this cyclicality.  During the first three quarters of the fiscal year, our revenue grew to record levels as wafer starts in the semiconductor industry continued to grow.  However, we saw a downturn in our fourth quarter revenue as semiconductor unit production declined.  Although wafer starts may fluctuate in the short-term, we anticipate the worldwide market for CMP consumables used by IC device manufacturers will grow in the future as a result of expected long term growth in wafer starts, growth in the percentage of IC devices produced that require CMP, an increase in the number of CMP polishing steps required to produce these devices and the introduction of new materials in the manufacture of semiconductor devices.  We expect the anticipated volume growth will be somewhat mitigated by increased efficiencies in CMP consumable usage as customers seek to reduce their costs, such as through the transition to larger wafers, slurry dilution and decreased slurry flow rates.

As semiconductor technology continues to advance, we believe that CMP technical solutions are becoming more complex, and leading-edge technologies almost always require some customization by customer, tool set and process integration approach.  Leading-edge device designs are introducing more materials and processes into next generation chips, and these new materials and processes must be considered in developing CMP solutions. As a result, customers are selecting suppliers earlier in their development processes and are maintaining preferred supplier relationships through production.  We believe that close collaboration between customers and suppliers offers the best opportunity for optimal CMP solutions.  We also believe that research and development programs are critically important as we invest in new product development and more cost-effective CMP solutions.

COMPETITION

We compete in the CMP consumables industry, which is characterized by rapid advances in technology and demanding product quality and consistency requirements.  We face competition from other CMP consumables suppliers, and we also may face competition in the future from significant changes in technology or emerging technologies.  However, we believe we are well positioned to continue our leadership in the CMP slurry industry.  We believe we have the scale, capabilities and infrastructure that are required for success, and we work closely with the largest customers in the semiconductor industry to meet their growing expectations.

Our CMP slurry competitors range from small companies that compete with a single product and/or in a single geographic region to divisions of global companies with multiple lines of IC manufacturing products.  However, we believe we have more CMP slurry business than any other competitor.  In our view, we are the only CMP slurry supplier today which serves a broad range of customers by offering and supporting a full line of CMP slurry products for all major applications over a range of technologies, and that has a proven track record of supplying these products globally in high volumes with the attendant required high level of technical support services.

The CMP polishing pad market has been dominated by a single entity that has held this position for a number of years.  A number of other companies are attempting to enter this market, providing potentially viable product alternatives.  We believe our pad materials and our continuous pad manufacturing process have enabled us to produce a pad with a longer pad life with more consistency for our customers, thus reducing their total pad cost.  We believe this has fueled significant growth in sales of our pad products.

Our QED subsidiary operates in the precision optics industry.  There are few direct competitors of QED because its technology is relatively new and unique.  We believe QED’s technology provides a competitive advantage to customers in the precision optics industry which still relies heavily on traditional artisan-based methods of fabrication.
 

 
8


CUSTOMERS, SALES AND MARKETING

Within the semiconductor industry, our customers are primarily producers of logic IC devices, producers of memory IC devices and IC foundries.  Often, logic and memory companies outsource some or all of the production of physical devices to foundries, which provide contract manufacturing services, in order to avoid the high cost of constructing and operating a fab or in cases where they need additional capacity.

Based upon our own observations and customer satisfaction survey results, we believe the following factors influence our customers’ CMP buying decisions: overall cost of ownership, which represents the cost to purchase, use and maintain a product; product quality and consistency; product yield and performance; and delivery/supply assurance.  We believe that greater customer sophistication in the CMP process, more demanding integration schemes, additional and unique polishing materials and cost pressures will add further demands on CMP consumable suppliers. When these factors are combined with our customers’ desires to gain purchasing leverage and lower their cost of ownership, we believe that only the most innovative, cost effective, service driven CMP suppliers will thrive.

We use an interactive approach to build close relationships with our customers in a variety of areas.  Our sales process begins long before the actual sale of our products and occurs on a number of levels.  Due to the long lead times from research and development to product commercialization and sales, we have research teams that collaborate with customers on emerging applications years before the products are required by the market. We also have development teams that coordinate with our customers, using our research and development facilities and capabilities to design CMP products tailored to their precise needs.  Next, our applications engineers work with customers to integrate our products into their manufacturing processes.  Finally, as part of our sales process, our logistics and sales personnel provide supply, warehousing and inventory management for our customers.  In response to significant growth in the IC device manufacturing industry in Asia, we continue to increase our sales and marketing, technical and customer support resources in the Asia Pacific region.

We market our products primarily through direct sales to our customers, although we use distributors in certain countries.  We believe this strategy is one way we can achieve our goal of staying connected with our customers.

Our QED subsidiary supports customers in the semiconductor equipment, aerospace, defense, security and telecommunications markets. QED counts among its worldwide customers leading precision optics manufacturers, major semiconductor original equipment manufacturers, the United States government and its contractors.

In fiscal 2008, our five largest customers accounted for approximately 44% of our revenue, with Taiwan Semiconductor Manufacturing Company (TSMC) accounting for approximately 17% of our revenue.  For additional information on concentration of customers, refer to Note 2 of “Notes to the Consolidated Financial Statements” included in Item 8 of Part II of this Form 10-K.


RESEARCH, DEVELOPMENT AND TECHNICAL SUPPORT

We believe that technology is vital to success in our CMP business as well as in our ESF business, and we plan to continue to devote significant resources to research and development, and balance our efforts between the shorter-term market needs and the longer-term investments required of us as a technology leader.  We develop and formulate new and enhanced CMP consumables and new CMP processes tailored to our customers' needs.  We work closely with our customers at their facilities to identify their specific technology and manufacturing challenges and to translate these challenges into viable CMP process solutions.

Our technology efforts are currently focused on five main areas that span the very early conceptual stage of product development involving new materials, processes and designs several years in advance of commercialization, through to continuous improvement of already commercialized products in daily use in our customers’ manufacturing facilities:


·  
Research related to fundamental CMP technology;
·  
Development and formulation of new and enhanced CMP consumables products;
·  
Process development to support rapid and effective commercialization of new products;
·  
Technical support of CMP products in our customers’ manufacturing facilities; and
·  
Evaluation of new polishing applications outside of the semiconductor industry.
 
 
9


 
Our research in CMP slurries and pads addresses a breadth of complex and interrelated performance criteria that relate to the functional performance of the chip, our customers’ manufacturing yield, and their overall cost of ownership.   We design slurries and pads that are capable of polishing one or more materials, sometimes at the same time, that make up the semiconductor circuitry.  Additionally, our products must achieve the desired surface at high polishing rates, high processing yields and low consumables costs in order to earn acceptable system economics for our customers.  As dimensions become smaller and as materials and designs increase in complexity, these challenges require significant investments in research and development.

Beyond CMP for the semiconductor and data storage industries, we also commit internal research and development resources to our ESF business.  We believe that a number of application areas we are currently developing represent natural adjacencies to our core CMP business and technology, and include uses in a number of different fields.  These fields include the development of CMP consumables for the electronic materials market.  One of the areas on which we are focusing is the development of products used to polish silicon and silicon-carbide wafers to improve the surface quality of the wafer and reduce the customers’ total cost of ownership.

We believe that competitive advantage lies in technology leadership, and that our investments in research and development provide us with leading-edge polishing and metrology capabilities to support the most advanced and challenging customer technology requirements on a global basis.  In fiscal 2008, 2007 and 2006, we incurred approximately $49.2 million, $50.0 million and $48.1 million, respectively, in research and development expenses.  We believe our Six Sigma initiatives in our research and development efforts realized over $4.0 million in cost savings in fiscal 2008, allowing us to do more research at a lesser cost.  Investments in property, plant and equipment to support our research and development efforts are capitalized and depreciated over their useful lives.  We operate a research and development facility in Aurora, Illinois, that is staffed by a team that includes experts from the semiconductor industry and scientists from key disciplines required for the development of high-performance CMP consumable products.  This facility features a Class 1 clean room and advanced equipment for product development, including 300 mm polishing and metrology capabilities, the experimental results from which we believe correlate closely with what our customers experience when using our products in their factories.  In addition, we operate a technology center in Japan that we believe enhances our ability to provide optimized CMP solutions to our customers in the Asia Pacific region.  We added new 300 mm polishing, metrology and slurry development capability to our Asia Pacific technology center in fiscal 2008.  These facilities underscore our commitment both to continuing to invest in our technology infrastructure to maintain our technology leadership, and to becoming even more responsive to the needs of our customers.  Other examples of this commitment include our technical service center in Taiwan, our QED research facility in Rochester, New York, as well as our laboratory in Singapore that provides additional slurry formulation capability to support the data storage industry.


RAW MATERIALS SUPPLY

Fumed metal oxides, such as fumed silica and fumed alumina, are significant raw materials we use in many of our CMP slurries.  In the interest of supply assurance, our strategy is to secure multiple sources of raw materials and qualify those sources as necessary to ensure our supply of raw materials remains uninterrupted.  Also, we have entered into multi-year supply agreements with a number of suppliers for the purchase of raw materials, including agreements with Cabot Corporation for the purchase of certain amounts and types of fumed silica and fumed alumina.  For additional information regarding these agreements, refer to “Tabular Disclosure of Contractual Obligations”, included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, in Item 7 of Part II of this Form 10-K.


 
10



INTELLECTUAL PROPERTY

Our intellectual property is important to our success and ability to compete.  As of October 31, 2008, we had 173 active U.S. patents and 92 pending U.S. patent applications.  In most cases we file counterpart foreign patent applications.  Many of these patents are important to our continued development of new and innovative products for CMP and related processes, as well as for new businesses.  Our patents have a range of duration and we do not expect to lose any material patent through expiration in the next five years.  We attempt to protect our intellectual property rights through a combination of patent, trademark, copyright and trade secret laws, as well as employee and third party nondisclosure and assignment agreements.  We vigorously and proactively pursue any parties that attempt to compromise our investments in research and development by infringing our intellectual property.  For example, in January 2007, we filed a legal action against DuPont Air Products NanoMaterials LLC (DA Nano), a competitor of ours, charging that DA Nano’s manufacture and marketing of certain CMP slurries infringe five CMP slurry patents that we own, and that litigation is ongoing.  In addition, in the third quarter of fiscal 2006, we were successful in an action we brought before the United States International Trade Commission (ITC) concerning Cheil Industries, Inc. (Cheil) which resulted in the prohibition of the importation and sale within the United States of certain CMP slurries that infringe certain of our patents, and we have litigation currently ongoing in Korea against Cheil regarding the same patent family.

We also may acquire intellectual property from others to enhance our intellectual property portfolio.  For example, in December 2006, we acquired a license for the non-exclusive use of a broad portfolio of CMP consumable technology and processes from a third party.  In addition, in June 2006, we entered into a patent assignment agreement with IBM to acquire a number of patents and associated rights relating to CMP slurry technology from IBM, including various applications such as copper, barrier, tungsten, and dielectrics, among others.  We also acquired certain proprietary technology and intellectual property as part of our fiscal 2006 acquisitions of QED and Surface Finishes Co.  We believe these technology rights continue to enhance our competitive advantage by providing us with future product development opportunities and expanding our already substantial intellectual property portfolio.


ENVIRONMENTAL MATTERS

Our facilities are subject to various environmental laws and regulations, including those relating to air emissions, wastewater discharges, the handling and disposal of solid and hazardous wastes, and occupational safety and health.  We believe that our facilities are in substantial compliance with applicable environmental laws and regulations.  By utilizing Six Sigma in our environmental management system process, we believe we have improved operating efficiencies while protecting the environment.  Our operations in the United States and Japan are ISO 14001 Certified, which requires that we implement and operate according to various procedures that demonstrate our dedication to waste reduction, energy conservation and other environmental concerns.  We are committed to maintaining these certifications and are actively pursuing ISO 14001 certification for our operations in Taiwan and Singapore.  We will also obtain additional certifications, as applicable, in the areas in which we do business.  We have incurred, and will continue to incur, capital and operating expenditures and other costs in complying with these laws and regulations in both the United States and abroad.  However, we currently do not anticipate that the future costs of environmental compliance will have a material adverse effect on our business, financial condition or results of operations.

EMPLOYEES

We believe we have a world-class team of scientists, technologists, engineers and other employees who make our Company successful.  As of October 31, 2008, we employed 818 individuals, including 420 in operations, 211 in research and development and technical, 89 in sales and marketing and 98 in administration.  None of our employees are covered by collective bargaining agreements.  We have not experienced any work stoppages and in general consider our relations with our employees to be good.


 
11



FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS

We sell our products worldwide.  Our geographic coverage allows us to utilize our business and technical expertise from a worldwide workforce, provides stability to our operations and revenue streams to offset geography-specific economic trends, and offers us an opportunity to take advantage of new markets for products.

For more financial information about geographic areas, see Note 18 of “Notes to the Consolidated Financial Statements” included in Item 8 of Part II of this Form 10-K.


AVAILABLE INFORMATION

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, definitive proxy statements on Form 14A, current reports on Form 8-K, and any amendments to those reports are made available free of charge on our Company website, www.cabotcmp.com, as soon as reasonably practicable after such reports are filed with the Securities and Exchange Commission (SEC).   Statements of changes in beneficial ownership of our securities on Form 4 by our executive officers and directors are made available on our Company website by the end of the business day following the submission to the SEC of such filings.  In addition, the SEC’s website (http://www.sec.gov) contains reports, proxy statements, and other information that we file electronically with the SEC.



 
12

 

 
ITEM 1A.  RISK FACTORS

We do not believe there have been any material changes in our risk factors since the filing of our Annual Report of Form 10-K for the fiscal year ended September 30, 2007 other than the description of risks related to worldwide economic and industry conditions, including tightening of credit markets, and a description of the risk associated with our investment in auction rate securities (ARS) that we introduced in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008.  We may update our risk factors in our SEC filings from time to time for clarification purposes or to include additional information, at management's discretion, even when there have been no material changes.


RISKS RELATING TO OUR BUSINESS

DEMAND FOR OUR PRODUCTS AND OUR BUSINESS MAY BE ADVERSELY AFFECTED BY WORLDWIDE ECONOMIC AND INDUSTRY CONDITIONS

Our business is affected by economic and industry conditions and our revenue is dependent upon semiconductor demand.  Semiconductor demand, in turn, is impacted by semiconductor industry cycles, and these cycles can dramatically affect our business.  From time to time, the semiconductor industry has experienced significant downturns, which may be characterized by decreases in product demand, excess customer inventories, and accelerated erosion of prices.  The continued weakening of the U.S. and global economy and the recent turmoil in the worldwide financial markets appear to have led to such a downturn.  As end user demand for electronic devices declines, semiconductor manufacturers reduce their production of these devices, which reduces the need for our CMP consumables products.  If global economic conditions remain uncertain or deteriorate further, we may experience material adverse impacts on our results of operations and financial condition.  Some additional factors that affect demand for our products include customers’ production of logic versus memory devices, their transition from 200 mm to 300 mm wafers, customers’ specific integration schemes, share gains and losses and pricing changes by us and our competitors.


WE HAVE A NARROW PRODUCT RANGE AND OUR PRODUCTS MAY BECOME OBSOLETE, OR TECHNOLOGICAL CHANGES MAY REDUCE OR LIMIT INCREASES IN THE CONSUMPTION OF CMP SLURRIES AND PADS

Our business is substantially dependent on a single class of products, CMP slurries, which account for the majority of our revenue. We are also developing our business in CMP pads.  Our business would suffer if these products became obsolete or if consumption of these products decreased.  Our success depends on our ability to keep pace with technological changes and advances in the semiconductor industry and to adapt, improve and customize our products for advanced IC applications in response to evolving customer needs and industry trends.  Since its inception, the semiconductor industry has experienced rapid technological changes and advances in the design, manufacture, performance and application of IC devices, and our customers continually pursue lower cost of ownership of materials consumed in their manufacturing processes, including CMP slurries and pads.  We expect these technological changes and advances, and this drive toward lower costs, to continue in the future.  Potential technology developments in the semiconductor industry, as well as our customers’ efforts to reduce consumption of CMP slurries and pads, could render our products less important to the IC device manufacturing process.


A SIGNIFICANT AMOUNT OF OUR BUSINESS COMES FROM A LIMITED NUMBER OF LARGE CUSTOMERS AND OUR REVENUE AND PROFITS COULD DECREASE SIGNIFICANTLY IF WE LOST ONE OR MORE OF THESE CUSTOMERS

Our customer base is concentrated among a limited number of large customers.  One or more of these principal customers could stop buying CMP consumables from us or could substantially reduce the quantity of CMP consumables they purchase from us.  Our principal customers also hold considerable purchasing power, which can impact the pricing and terms of sale of our products.  Any deferral or significant reduction in CMP consumables sold to these principal customers, or a significant number of smaller customers, could seriously harm our business, financial condition and results of operations.

In fiscal 2008, our five largest customers accounted for approximately 44% of our revenue, with Taiwan Semiconductor Manufacturing Company (TSMC) accounting for approximately 17% of our revenue.  In fiscal 2007, our five largest customers accounted for approximately 43% of our revenue; with TSMC accounting for approximately 17% of our revenue.
 
 
13


 
OUR BUSINESS COULD BE SERIOUSLY HARMED IF OUR EXISTING OR FUTURE COMPETITORS DEVELOP SUPERIOR SLURRY PRODUCTS, OFFER BETTER PRICING TERMS OR SERVICE, OR OBTAIN CERTAIN INTELLECTUAL PROPERTY RIGHTS

Competition from current CMP slurry manufacturers or new entrants to the CMP slurry market could seriously harm our business and results of operations.  Competition from other existing providers of CMP slurries could continue to increase, and opportunities exist for other companies with sufficient financial or technological resources to emerge as potential competitors by developing their own CMP slurry products.  Increased competition has and may continue to impact the prices we are able to charge for our slurry products as well as our overall business.  In addition, our competitors could have or obtain intellectual property rights which could restrict our ability to market our existing products and/or to innovate and develop new products.


ANY PROBLEM OR DISRUPTION IN OUR SUPPLY CHAIN, INCLUDING SUPPLY OF OUR MOST IMPORTANT RAW MATERIALS, OR IN OUR ABILITY TO MANUFACTURE AND DELIVER OUR PRODUCTS TO OUR CUSTOMERS,  COULD ADVERSELY AFFECT OUR RESULTS OF OPERATIONS

We depend on our supply chain to enable us to meet the demands of our customers.  Our supply chain includes the raw materials we use to manufacture our products, our production operations, and the means by which we deliver our products to our customers.  Our business could be adversely affected by any problem or interruption in our supply of the key raw materials we use in our CMP slurries and pads, including fumed metal oxides such as fumed alumina and fumed silica, which we use for certain of our slurries, or any problem or interruption that may occur during production or delivery of our products, such as weather-related problems or natural disasters.

For example, Cabot Corporation continues to be our primary supplier of particular amounts and types of fumed alumina and fumed silica.  We believe it would be difficult to promptly secure alternative sources of key raw materials, including fumed alumina and fumed silica, in the event one of our suppliers becomes unable to supply us with sufficient quantities of raw materials that meet the quality and technical specifications required by our customers.  In addition, contractual amendments to the existing agreements with, or non-performance by, our suppliers could adversely affect us. Also, if we change the supplier or type of key raw materials we use to make our CMP slurries or pads, or are required to purchase them from a different manufacturer or manufacturing facility or otherwise modify our products, in certain circumstances our customers might have to requalify our CMP slurries and pads for their manufacturing processes and products.  The requalification process could take a significant amount of time and expense to complete and could motivate our customers to consider purchasing products from our competitors, possibly interrupting or reducing our sales of CMP consumables to these customers.


WE ARE SUBJECT TO RISKS ASSOCIATED WITH OUR FOREIGN OPERATIONS

We currently have operations and a large customer base outside of the United States.  Approximately 81%, 79% and 79% of our revenue was generated by sales to customers outside of the United States for fiscal 2008, 2007 and 2006, respectively.  We encounter risks in doing business in certain foreign countries, including, but not limited to, adverse changes in economic and political conditions, fluctuation in exchange rates, compliance with a variety of foreign laws and regulations, as well as difficulty in enforcing business and customer contracts and agreements, including protection of intellectual property rights.



 
14

 

 
BECAUSE WE HAVE LIMITED EXPERIENCE IN BUSINESS AREAS OUTSIDE OF CMP SLURRIES, EXPANSION OF OUR BUSINESS INTO NEW PRODUCTS AND APPLICATIONS MAY NOT BE SUCCESSFUL

An element of our strategy has been to leverage our current customer relationships and technological expertise to expand our CMP business from CMP slurries into other areas, such as CMP polishing pads.  Additionally, pursuant to our Engineered Surface Finishes business, we are actively pursuing a variety of surface modification applications, such as high precision optics.  Expanding our business into new product areas could involve technologies, production processes and business models in which we have limited experience, and we may not be able to develop and produce products or provide services that satisfy customers’ needs or we may be unable to keep pace with technological or other developments.  Also, our competitors may have or obtain intellectual property rights which could restrict our ability to market our existing products and/or to innovate and develop new products.


BECAUSE WE RELY HEAVILY ON OUR INTELLECTUAL PROPERTY, OUR FAILURE TO ADEQUATELY OBTAIN OR PROTECT IT COULD SERIOUSLY HARM OUR BUSINESS

Protection of intellectual property is particularly important in our industry because we develop complex technical formulas for CMP products that are proprietary in nature and differentiate our products from those of our competitors.  Our intellectual property is important to our success and ability to compete.  We attempt to protect our intellectual property rights through a combination of patent, trademark, copyright and trade secret laws, as well as employee and third-party nondisclosure and assignment agreements.  Due to our international operations, we pursue protection in different jurisdictions, which may provide varying degrees of protection, and we cannot provide assurance that we can obtain or maintain adequate protection in each such jurisdiction.  Our failure to obtain or maintain adequate protection of our intellectual property rights for any reason, including through the patent prosecution process or in the event of litigation related to such intellectual property, such as the current litigation between us and DuPont Air Products Nanomaterials described above in Part I, Item 1 under the heading “Intellectual Property” and in Part I, Item 3 under the heading “Legal Proceedings”, could seriously harm our business.  In addition, the costs of obtaining or protecting our intellectual property could negatively affect our operating results.


WE MAY PURSUE ACQUISITIONS OF, INVESTMENTS IN, AND STRATEGIC ALLIANCES WITH OTHER ENTITIES, WHICH COULD DISRUPT OUR OPERATIONS AND HARM OUR OPERATING RESULTS IF THEY ARE UNSUCCESSFUL

We expect to continue to make investments in companies, either through acquisitions, investments or alliances, in order to supplement our internal growth and development efforts.  Acquisitions and investments involve numerous risks, including the following: difficulties in integrating the operations, technologies, products and personnel of acquired companies; diversion of management’s attention from normal daily operations of the business; potential difficulties in entering markets in which we have limited or no direct prior experience and where competitors in such markets have stronger market positions; potential difficulties in operating new businesses with different business models; potential difficulties with regulatory or contract compliance in areas in which we have limited experience; initial dependence on unfamiliar supply chains or relatively small supply partners; insufficient revenues to offset increased expenses associated with acquisitions; potential loss of key employees of the acquired companies; or inability to effectively cooperate and collaborate with our alliance partners.

Further, we may never realize the perceived or anticipated benefits of a business combination or investments in other entities.  Acquisitions by us could have negative effects on our results of operations, in areas such as contingent liabilities, gross profit margins, amortization charges related to intangible assets and other effects of accounting for the purchases of other business entities.  Investments in and acquisitions of technology and development stage companies are inherently risky because these businesses may never develop, and we may incur losses related to these investments.  In addition, we may be required to write down the carrying value of these investments to reflect other than temporary declines in their value, which could harm our business and results of operations.



 
15


 
WE MAY NOT BE ABLE TO MONETIZE OUR INVESTMENTS IN AUCTION RATE SECURITIES IN THE SHORT TERM AND WE COULD EXPERIENCE A DECLINE IN THEIR MARKET VALUE, WHICH COULD ADVERSELY AFFECT OUR FINANCIAL RESULTS

We owned ARS with an estimated fair value of $8.2 million ($8.4 million par value) at September 30, 2008.  We classified $5.0 million of fair value as Short-Term Investments and $3.2 million as Other Long-Term Assets on our Consolidated Balance Sheet as of September 30, 2008.  If auctions involving our ARS continue to fail, if issuers of our ARS are unable to refinance the underlying securities, if underlying municipalities are unable to pay debt obligations and related bond insurance fails, or if credit ratings decline or other adverse developments occur in the credit markets, then we may not be able to monetize these securities in the short term.  We may also be required to further adjust the carrying value of these instruments through an impairment charge that may be deemed other-than-temporary which would adversely affect our financial results.


OUR INABILITY TO ATTRACT AND RETAIN KEY PERSONNEL COULD CAUSE OUR BUSINESS TO SUFFER

If we fail to attract and retain the necessary managerial, technical and customer support personnel, our business and our ability to maintain existing and obtain new customers, develop new products and provide acceptable levels of customer service could suffer.  Competition for qualified personnel, particularly those with significant experience in the semiconductor industry, is intense.  The loss of services of key employees could harm our business and results of operations.


RISKS RELATING TO THE MARKET FOR OUR COMMON STOCK

THE MARKET PRICE MAY FLUCTUATE SIGNIFICANTLY AND RAPIDLY

The market price of our common stock has fluctuated and could continue to fluctuate significantly as a result of factors such as: economic and stock market conditions generally and specifically as they may impact participants in the semiconductor and related industries; changes in financial estimates and recommendations by securities analysts who follow our stock; earnings and other announcements by, and changes in market evaluations of, us or participants in the semiconductor and related industries; changes in business or regulatory conditions affecting us or participants in the semiconductor and related industries; announcements or implementation by us, our competitors, or our customers of technological innovations, new products or different business strategies; and trading volume of our common stock.


ANTI-TAKEOVER PROVISIONS UNDER OUR CERTIFICATE OF INCORPORATION AND BYLAWS AND OUR RIGHTS PLAN MAY DISCOURAGE THIRD PARTIES FROM MAKING AN UNSOLICITED BID FOR OUR COMPANY

Our certificate of incorporation, our bylaws, our rights plan and various provisions of the Delaware General Corporation Law may make it more difficult to effect a change in control of our Company. For example, our amended and restated certificate of incorporation authorizes our Board of Directors to issue up to 20 million shares of blank check preferred stock and to attach special rights and preferences to this preferred stock, which may make it more difficult or expensive for another person or entity to acquire control of us without the consent of our Board of Directors.  Also our amended and restated certificate of incorporation provides for the division of our Board of Directors into three classes as nearly equal in size as possible with staggered three-year terms.

We have adopted change in control arrangements covering our executive officers and other key employees.  These arrangements provide for a cash severance payment, continued medical benefits and other ancillary payments and benefits upon termination of service of a covered employee’s employment following a change in control, which may make it more expensive to acquire our Company.



 
16


 
ITEM 1B.  UNRESOLVED STAFF COMMENTS

None.


ITEM 2.  PROPERTIES

Our principal U.S. facilities that we own consist of:

§  
a global headquarters and research and development facility in Aurora, Illinois, comprising approximately 200,000 square feet;
§  
a commercial dispersion plant and distribution center in Aurora, Illinois, comprising approximately 175,000 square feet;
§  
a commercial polishing pad manufacturing plant and offices in Aurora, Illinois, comprising approximately 48,000 square feet;
§  
an additional 13.2 acres of vacant land in Aurora, Illinois; and
§  
a facility in Addison, Illinois, comprising approximately 15,000 square feet.

In addition, we lease a facility in Rochester, New York, comprising approximately 21,000 square feet.

Our principal foreign facilities that we own consist of:

§  
a commercial dispersion plant and distribution center in Geino, Japan, comprising approximately 113,000 square feet;
§  
a research and development facility in Geino, Japan, comprising approximately 20,000 square feet.

Our principal foreign facilities that we lease consist of:

§  
an office, research and development laboratory, polishing pad manufacturing and pilot plant in Hsin-Chu, Taiwan, comprising approximately 31,000 square feet;
§  
a commercial manufacturing plant, research and development facility and business office in Singapore, comprising approximately 24,000 square feet.

We believe that our facilities are suitable and adequate for their intended purpose and provide us with sufficient capacity and capacity expansion opportunities and technological capability to meet our current and expected demand in the foreseeable future.  We completed the closing of our smallest slurry manufacturing facility located in Barry, Wales during our third quarter of fiscal 2008.  We believe this action will improve our operational efficiency and competitiveness in the cost-sensitive environment in which we operate.


 
17



ITEM 3.  LEGAL PROCEEDINGS

While we are not involved in any legal proceedings that we believe will have a material impact on our consolidated financial position, results of operations or cash flows, we periodically become a party to legal proceedings in the ordinary course of business.  For example, in January 2007, we filed a legal action against DuPont Air Products NanoMaterials LLC (DA Nano), a CMP slurry competitor, in the United States District Court for the District of Arizona, charging that DA Nano’s manufacturing and marketing of CMP slurries infringe five CMP slurry patents that we own.  The affected DA Nano products include certain products used for tungsten CMP.  We filed our infringement complaint as a counterclaim in response to an action filed by DA Nano in the same court in December 2006 that seeks declaratory relief and alleges non-infringement, invalidity and unenforceability regarding some of the patents at issue in our complaint against DA Nano.  DA Nano filed its complaint following our refusal of its request that we license to it our patents raised in its complaint.  DA Nano’s complaint does not allege any infringement by our products of intellectual property owned by DA Nano.  On July 25, 2008, the District Court issued its patent claim construction, or “Markman” Order (“Markman Order”) in the litigation.  In a Markman ruling, a district court hearing a patent infringement case interprets and rules on the scope and meaning of disputed patent claim language regarding the patents in suit.  We believe that a Markman decision is often a significant factor in the progress and outcome of patent infringement litigation.  In the recently issued Markman Order, the District Court adopted interpretations that we believe are favorable to Cabot Microelectronics on all claim terms that were in dispute in the litigation.  Although no trial date has been set, we currently expect trial in this matter to occur sometime in the summer of 2009.  While the outcome of this and any legal matter cannot be predicted with certainty, we believe that our claims and defenses in the pending action are meritorious, and we intend to pursue and defend them vigorously.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.


 
18


 
EXECUTIVE OFFICERS OF THE REGISTRANT

Set forth below is information concerning our executive officers and their ages as of October 31, 2008.

NAME
 
AGE
 
POSITION
         
William P. Noglows
 
50
 
Chairman of the Board, President and Chief Executive Officer
H. Carol Bernstein
 
48
 
Vice President, Secretary and General Counsel
Yumiko Damashek
 
52
 
Vice President, Japan and Operations Asia
William S. Johnson
 
51
 
Vice President and Chief Financial Officer
David H. Li
 
35
 
Vice President, Asia Pacific Region
Daniel J. Pike
 
45
 
Vice President, Corporate Development
Stephen R. Smith
 
49
 
Vice President, Marketing
Clifford L. Spiro
 
54
 
Vice President, Research and Development
Adam F. Weisman
 
46
 
Vice President, Business Operations
Daniel S. Wobby
 
45
 
Vice President, Global Sales
Thomas S. Roman
 
47
 
Principal Accounting Officer and Corporate Controller

WILLIAM P. NOGLOWS has served as our Chairman, President and Chief Executive Officer since November 2003.  Mr. Noglows had previously served as a director of our Company from January 2000 until April 2002.  Prior to joining us, Mr. Noglows served as an Executive Vice President of Cabot Corporation from 1998 to June 2003.  Prior to that, Mr. Noglows held various management positions at Cabot Corporation including General Manager of Cabot Corporation’s Cab-O-Sil Division, where he was one of the primary founders of our Company when our business was a division of Cabot Corporation, and was responsible for identifying and encouraging the development of the CMP application.  Mr. Noglows received his B.S. in Chemical Engineering from the Georgia Institute of Technology.  Mr. Noglows is also a director of Littlefuse, Inc.

H. CAROL BERNSTEIN has served as our Vice President, Secretary and General Counsel since August 2000.  From January 1998 until joining us, Ms. Bernstein served as the General Counsel and Director of Industrial Technology Development of Argonne National Laboratory, which is operated by the University of Chicago for the United States Department of Energy.  From May 1985 until December 1997, she served in various positions with the IBM Corporation, culminating in serving as an Associate General Counsel, and was the Vice President, Secretary and General Counsel of Advantis Corporation, an IBM joint venture.  Ms. Bernstein received her B.A. from Colgate University and her J.D. from Northwestern University; she is a member of the Bar of the states of Illinois and New York.

YUMIKO DAMASHEK has served as our Vice President, Japan and Operations Asia since June 2008.  Previously, Ms. Damashek served as Managing Director of Japan since November 2005.  Prior to joining us, Ms. Damashek served as President for Celerity Japan, Inc.  Prior to that, she held various leadership positions at Global Partnership Creation, Inc. and Millipore Corporation.  Ms. Damashek received her B.A. from the University of Arizona and her M.B.A. from San Diego State University.

WILLIAM S. JOHNSON has served as our Vice President and Chief Financial Officer since April 2003.  Prior to joining us, Mr. Johnson served as Executive Vice President and Chief Financial Officer for Budget Group, Inc. from August 2000 to March 2003.  Before that, Mr. Johnson spent 16 years at BP Amoco in various senior finance and management positions, the most recent of which was President of Amoco Fabrics and Fibers Company.  Mr. Johnson received his B.S. in Mechanical Engineering from the University of Oklahoma and his M.B.A. from the Harvard Business School.

DAVID H. LI has served as our Vice President, Asia Pacific Region since June 2008.  Prior to that, Mr. Li served as Managing Director of Korea and China since February 2007.  Previously, Mr. Li served as our Global Business Director for Tungsten and Advanced Dielectrics from 2005 to February 2007.  Mr. Li held a variety of leadership positions for us in operations, sourcing and investor relations between 1998 and 2005.  Prior to joining us, Mr. Li worked for UOP in marketing and process engineering.  Mr. Li received a B.S. in Chemical Engineering from Purdue University and an M.B.A. from Northwestern University - Kellogg School of Management.

 
19



DANIEL J. PIKE has served as our Vice President of Corporate Development since January 2004 and prior to that was our Vice President of Operations from December 1999.  Mr. Pike served as Cabot Corporation’s Director of Global Operations from 1996 to 1999.  Prior to that, Mr. Pike worked for FMC Corporation in various marketing and finance positions.  Mr. Pike received his B.S. in Chemical Engineering from the University of Buffalo and his M.B.A. from the Wharton School of Business of the University of Pennsylvania.

STEPHEN R. SMITH has served as our Vice President of Marketing since September 2006, and previously was our Vice President of Marketing and Business Management since April 2005 and our Vice President of Sales and Marketing from October 2001.  Prior to joining us, Mr. Smith served as Vice President, Sales & Business Development for Buildpoint Corporation from 2000 to October 2001.  Prior to that, Mr. Smith spent 17 years at Tyco Electronics Group, formerly known as AMP Incorporated, in various management positions.  Mr. Smith earned a B.S. in Industrial Engineering from Grove City College and an M.B.A. from Wake Forest University.

CLIFFORD L. SPIRO has served as Vice President of Research and Development since December 2003.  Prior to joining us, Dr. Spiro served as Vice President of Research and Development at Ondeo-Nalco from 2001 through November 2003.  Prior to that, Dr. Spiro held research and development management and senior technology positions at the General Electric Company from 1980 through 2001, the most recent of which was Global Manager – Technology for Business Development.  Dr. Spiro received his B.S. in Chemistry from Stanford University and his Ph.D. in Chemistry from the California Institute of Technology.

ADAM F. WEISMAN has served as our Vice President of Business Operations since September 2006, and prior to that was our Vice President of Operations.  Before joining us, Mr. Weisman held various engineering and senior operations management positions with the General Electric Company from 1988 through 2004, including having served as the General Manager of Manufacturing for GE Plastics - Superabrasives, and culminating in serving as the Executive Vice President of Operations for GE Railcar Services.  Prior to joining GE, he worked as an engineering team leader and pilot plant manager for E.I. Du Pont de Nemours & Company.  Mr. Weisman holds a B.S. in Ceramic Engineering from Alfred University.

DANIEL S. WOBBY has served as our Vice President of Global Sales since June 2008.  Prior to that, Mr. Wobby served as Vice President, Asia Pacific Region since September 2005.  Previously, Mr. Wobby served as Vice President, Greater China and Southeast Asia starting in February 2004 and as Corporate Controller and Principal Accounting Officer from 2000 to 2004.  From 1989 to 2000, Mr. Wobby held various accounting and operations positions with Cabot Corporation culminating in serving as Director of Finance.  Mr. Wobby earned a B.S. in Accounting from St. Michael’s College and an M.B.A. from the University of Chicago’s Graduate School of Business.

THOMAS S. ROMAN has served as our Corporate Controller and Principal Accounting Officer since February 2004 and previously served as our North American Controller.  Prior to joining us in April 2000, Mr. Roman was employed by FMC Corporation in various financial reporting, tax and audit positions.  Before that, Mr. Roman worked for Gould Electronics and Arthur Andersen LLP.  Mr. Roman is a C.P.A. and earned a B.S. in Accounting from the University of Illinois and an M.B.A. from DePaul University’s Kellstadt Graduate School of Business.


 
20




PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock has traded publicly under the symbol "CCMP" since our initial public offering in April 2000, currently on the NASDAQ Global Select Market, and formerly the NASDAQ National Market.  The following table sets forth the range of quarterly high and low closing sales prices for our common stock.

   
HIGH
LOW
Fiscal 2007
     
 
First Quarter
34.47
28.24
 
Second Quarter
34.37
30.11
 
Third Quarter
37.19
32.01
 
Fourth Quarter
44.56
35.53
Fiscal 2008
     
 
First Quarter
46.44
35.27
 
Second Quarter
36.00
30.48
 
Third Quarter
37.64
31.24
 
Fourth Quarter
42.80
31.55
Fiscal 2009 First Quarter (through October 31, 2008)
32.39
24.09


As of October 31, 2008, there were approximately 1,058 holders of record of our common stock.  No dividends were declared or paid in either fiscal 2008 or fiscal 2007 and we have no current plans to pay cash dividends in the future.


ISSUER PURCHASES OF EQUITY SECURITIES

Period
 
Total Number of Shares Purchased
 
Average Price Paid Per Share
 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
 
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands)
Jul. 1 through
  Jul. 31, 2008
 
          --
 
$       --
 
          --
 
$55,003
Aug. 1 through
  Aug. 31, 2008
 
121,166
 
$41.27
 
121,166
 
$50,003
Sep. 1 through
  Sep. 30, 2008
 
          --
 
$      --
 
          --
 
$50,003
 
Total
 
121,166
 
$41.27
 
121,166
 
$50,003


On October 27, 2005, we announced that our Board of Directors had authorized a share repurchase program for up to $40.0 million of our outstanding common stock.  We completed this share repurchase authorization during the quarter ended December 31, 2007.  In January 2008, we announced that our Board of Directors had authorized a new share repurchase program for up to $75.0 million of our outstanding common stock.  The shares we repurchased during the second, third and fourth quarters of fiscal 2008 were repurchased under this new program.  Shares are repurchased from time to time, depending on market conditions, in open market transactions, at management’s discretion.  We fund share repurchases from our existing cash balance.  The program, which became effective on the authorization date, may be suspended or terminated at any time, at the Company’s discretion.  We view the program as a flexible and effective means to return cash to shareholders.


EQUITY COMPENSATION PLAN INFORMATION

See Part II, Item 12 of this Form 10-K for information regarding shares of common stock that may be issued under the Company’s existing equity compensation plans.

 
21



STOCK PERFORMANCE GRAPH

The following graph illustrates the cumulative total stockholder return on our common stock during the period from September 30, 2003 through September 30, 2008 and compares it with the cumulative total return on the NASDAQ Composite Index and the Philadelphia Semiconductor Index.  The comparison assumes $100 was invested on September 30, 2003 in our common stock and in each of the foregoing indices and assumes reinvestment of dividends, if any.  The performance shown is not necessarily indicative of future performance.  See “Risk Factors” in Part I, Item 1A above.


 
 
 
 
9/03
12/03
3/04
6/04
9/04
12/04
3/05
6/05
9/05
12/05
3/06
                       
Cabot Microelectronics Corporation
100.00
88.08
75.73
55.02
65.16
72.03
56.41
52.11
52.81
52.65
66.69
NASDAQ Composite
100.00
111.66
111.85
115.23
107.74
123.02
113.34
116.49
123.03
126.63
135.42
Philadelphia Semiconductor
100.00
115.86
106.94
103.46
81.61
93.67
91.89
98.50
103.48
107.41
101.17

 
6/06
9/06
12/06
3/07
6/07
9/07
12/07
3/08
6/08
9/08
                     
Cabot Microelectronics Corporation
54.48
51.81
61.01
60.24
63.80
76.85
64.55
57.79
59.59
57.67
NASDAQ Composite
126.13
131.60
141.64
142.17
152.34
158.88
154.89
132.97
134.65
119.05
Philadelphia Semiconductor
93.47
99.05
98.95
97.01
110.67
112.63
103.30
88.64
93.01
78.45





ITEM 6.  SELECTED FINANCIAL DATA

The following selected financial data for each year of the five-year period ended September 30, 2008, has been derived from the audited consolidated financial statements.

The information set forth below is not necessarily indicative of results of future operations and should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and notes to those statements included in Items 7 and 8 of Part II of this Form 10-K, as well as Risk Factors included in Item 1A of Part I of this Form 10-K.


CABOT MICROELECTRONICS CORPORATION
 
SELECTED FINANCIAL DATA - FIVE YEAR SUMMARY
 
(Amounts in thousands, except per share amounts)
 
                               
                               
   
Year Ended September 30,
 
   
2008
   
2007
   
2006
     2005*      2004*  
Consolidated Statement of Income Data:
                                 
Revenue
  $ 375,069     $ 338,205     $ 320,795     $ 270,484     $ 309,433  
  Cost of goods sold
    200,596       178,224       171,758       141,282       156,805  
Gross profit
    174,473       159,981       149,037       129,202       152,628  
                                         
  Operating expenses:
                                       
      Research, development and technical
    49,155       49,970       48,070       43,010       44,003  
Selling and marketing
    28,281       24,310       21,115       16,989       16,225  
    General and administrative
    47,595       39,933       34,319       25,427       22,691  
      Purchased in-process research and development
    -       -       1,120       -       -  
      Total operating expenses
    125,031       114,213       104,624       85,426       82,919  
   Operating income
    49,442       45,768       44,413       43,776       69,709  
                                         
   Other income, net
    5,448       3,606       4,111       2,747       139  
     Income before income taxes
    54,890       49,374       48,524       46,523       69,848  
     Provision for income taxes
    16,552       15,538       15,576       14,050       23,120  
Net income
  $ 38,338     $ 33,836     $ 32,948     $ 32,473     $ 46,728  
                                         
Basic earnings per share
  $ 1.64     $ 1.42     $ 1.36     $ 1.32     $ 1.89  
                                         
Weighted average basic shares outstanding
    23,315       23,748       24,228       24,563       24,750  
                                         
Diluted earnings per share
  $ 1.64     $ 1.42     $ 1.36     $ 1.32     $ 1.88  
                                         
Weighted average diluted shares outstanding
    23,348       23,754       24,228       24,612       24,882  
                                         
Cash dividends per share
  $ -     $ -     $ -     $ -     $ -  


 
* We adopted the provisons of Statement of Financial Accounting Standards No. 123 (revised 2004), "Share-Based Payment", effective
 
    October 1, 2005.  Consequently, fiscal years ended September 30, 2005 and 2004 had no share-based compensation expense.
 
 
   
As of September 30,
 
   
2008
   
2007
   
2006
   
2005
   
2004
 
Consolidated Balance Sheet Data:
                             
      Current assets
  $ 330,592     $ 310,754     $ 261,505     $ 245,807     $ 229,681  
      Property, plant and equipment, net
    115,843       118,454       130,176       135,784       127,794  
      Other assets
    31,002       25,921       20,452       5,172       5,816  
   Total assets
  $ 477,437     $ 455,129     $ 412,133     $ 386,763     $ 363,291  
                                         
      Current liabilities
  $ 37,801     $ 36,563     $ 38,833     $ 35,622     $ 32,375  
      Other long-term liabilities
    5,403       5,362       5,529       12,057       15,294  
     Total liabilities
    43,204       41,925       44,362       47,679       47,669  
      Stockholders' equity
    434,233       413,204       367,771       339,084       315,622  
         Total liabilities and stockholders' equity
  $ 477,437     $ 455,129     $ 412,133     $ 386,763     $ 363,291  
                                         


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following “Management's Discussion and Analysis of Financial Condition and Results of Operations", as well as disclosures included elsewhere in this Form 10-K, include "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.  This Act provides a safe harbor for forward-looking statements to encourage companies to provide prospective information about themselves so long as they identify these statements as forward-looking and provide meaningful cautionary statements identifying important factors that could cause actual results to differ from the projected results.  All statements other than statements of historical fact we make in this Form 10-K are forward-looking.  In particular, the statements herein regarding future sales and operating results; Company and industry growth and trends; growth of the markets in which the Company participates; international events or various economic factors; product performance; the generation, protection and acquisition of intellectual property, and litigation and the outcome of litigation related to such intellectual property; new product introductions; development of new products, technologies and markets; the acquisition of or investment in other entities; uses and investment of the Company’s cash balance; the construction of new or refurbishment of existing facilities by the Company; and statements preceded by, followed by or that include the words "intends", "estimates", "plans", "believes", "expects", "anticipates", "should", "could" or similar expressions, are forward-looking statements.  Forward-looking statements reflect our current expectations and are inherently uncertain.  Our actual results may differ significantly from our expectations.  We assume no obligation to update this forward-looking information.  The section entitled "Risk Factors" describes some, but not all, of the factors that could cause these differences.

The following discussion and analysis should be read in conjunction with our historical financial statements and the notes to those financial statements which are included in Item 8 of Part II of this Form 10-K.


OVERVIEW

Cabot Microelectronics Corporation ("Cabot Microelectronics'', "the Company'', "us'', "we'', or "our'') is the leading supplier of high-performance polishing slurries used in the manufacture of advanced integrated circuit (IC) devices within the semiconductor industry, in a process called chemical mechanical planarization (CMP).  CMP is a polishing process used by IC device manufacturers to planarize or flatten many of the multiple layers of material that are deposited upon silicon wafers in the production of advanced ICs.  Demand for our CMP products is primarily driven by the number of wafers produced by semiconductor manufacturers, referred to as “wafer starts”.

We operate predominantly in one industry segment – the development, manufacture and sale of CMP consumables.  We develop, produce and sell CMP slurries for polishing many of the conducting and insulating materials used in IC devices, and also for polishing the disk substrates and magnetic heads used in hard disk drives.  We also develop, manufacture and sell CMP polishing pads, which are used in conjunction with slurries in the CMP process.

We remain focused on the consistent and successful execution of our three strategic initiatives within our core CMP business: maintaining our technological leadership, achieving operations excellence and connecting with our customers.  In fiscal 2008, we significantly increased sales of our polishing pad product, which we believe is differentiated from other pad offerings.  We completed the installation of our new 300-millimeter polishing tool and the related metrology equipment at our Asia Pacific technology center in Geino, Japan.  We also entered into a long-term agreement with International Business Machine Corporation to jointly develop CMP solutions for a variety of new applications and new materials.



The continued weakening of the U.S. and global economy and the recent volatility in the capital and credit markets appear to have begun to affect end user demand for IC devices.  This reduction in end user demand, in turn, has caused our semiconductor customers to reduce their production.  Recent analyst reports have forecasted that semiconductor foundries are expected to reduce their utilization rates by 20-30% and a number of memory manufacturers have announced that they will reduce production as well.  Since the primary driver of revenue for our CMP consumable products is wafer starts, this economic slowdown has affected us, and we believe will continue to adversely affect us in the near term.  However, we believe that growth opportunities in polishing pads, ESF and slurry products for advanced dielectric and barrier applications may be able to partially offset a reduction in demand due to the economic downturn.  There are many other factors that make it difficult for us to predict future revenue trends for our CMP business, including the cyclical nature of the semiconductor industry; potential future acquisitions; short order to delivery time for our products and the associated lack of visibility to future customer orders; and quarter to quarter changes in our revenue regardless of industry strength.

In addition to strengthening and growing our core CMP business, through our Engineered Surface Finishes (ESF) business we seek to leverage our expertise in CMP formulation, materials and polishing techniques for the semiconductor industry to address other demanding market applications requiring nanoscale control of surface shape and finish, and gain access to a variety of markets that we do not currently serve.  We are pursuing a number of surface modification applications where we believe our technical ability to shape, enable and enhance the performance of surfaces at an atomic level can add value to our customers.

Revenue for fiscal 2008 was $375.1 million, which was an increase of 10.9% from the $338.2 million reported for fiscal 2007.  This increase reflected solid demand for our CMP slurry products for the semiconductor industry during the first nine months of our fiscal year.  However, we began to feel the effects of a reduction in semiconductor wafer starts, which we believe was due to the overall worldwide economic slowdown, during our fourth quarter of fiscal 2008 as we experienced a decline in the demand for our CMP slurry products.  The overall revenue increase in fiscal 2008 from the prior year also reflected significant growth in sales of our polishing pad product as we generated $15.1 million in pad revenue in fiscal 2008 compared to only $0.5 million in fiscal 2007.  The increase in revenue from these CMP consumable products was partially offset by lower revenue from our ESF products and our CMP slurries for data storage applications.

Gross profit expressed as a percentage of revenue for fiscal 2008 was 46.5%, which represents a decrease from the 47.3% reported for fiscal 2007.  The decrease was primarily driven by higher fixed production costs and lower manufacturing yields, both primarily associated with our developing pad business, and higher manufacturing variances, partially offset by a favorable product mix and higher utilization of our manufacturing capacity on a higher volume of sales.  We believe the low manufacturing yields in our pad business are common during a new product production ramp.  We made improvements to our pad manufacturing process through our Six Sigma efforts that enabled us to improve our pad margins in the second half of the fiscal year.  We expect to maintain our gross profit as a percentage of revenue in the range of 46% to 48% for the full fiscal year 2009.  We may experience quarterly gross profit above or below this annual guidance range due to a number of factors including fluctuations in our product mix and the extent to which we utilize our manufacturing capacity.

Operating expenses of $125.0 million, which include research, development, technical, selling, marketing, general and administrative expenses, increased 9.5%, or $10.8 million, from the $114.2 million reported for fiscal 2007.  The increase was primarily due to higher professional fees, including fees related to the enforcement of our intellectual property, and higher staffing related costs.  In fiscal 2009, we expect our full year operating expenses to be in the range of $120 million to $125 million.

Diluted earnings per share of $1.64 in fiscal 2008 increased 15.3%, or $0.22, from $1.42 reported in fiscal 2007 as a result of the factors discussed above.  Diluted earnings per share in fiscal 2008 reflects the absence of a $2.1 million pre-tax ($1.3 million net of tax) write-off of our minority equity investment in NanoProducts Corporation (NPC) that reduced fiscal 2007 diluted earnings per share by approximately $0.06.




CRITICAL ACCOUNTING POLICIES AND ESTIMATES

This "Management's Discussion and Analysis of Financial Condition and Results of Operations", as well as disclosures included elsewhere in this Form 10-K, are based upon our audited consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.  The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingencies.  On an ongoing basis, we evaluate the estimates used, including those related to bad debt expense, warranty obligations, inventory valuation, valuation and classification of auction rate securities, impairment of long-lived assets and investments, business combinations, goodwill, other intangible assets, share-based compensation, income taxes and contingencies.  We base our estimates on historical experience, current conditions and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources, as well as for identifying and assessing our accounting treatment with respect to commitments and contingencies.  Actual results may differ from these estimates under different assumptions or conditions.  We believe the following critical accounting policies involve significant judgments and estimates used in the preparation of our consolidated financial statements.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

We maintain an allowance for doubtful accounts for estimated losses resulting from the potential inability of our customers to make required payments.  Our allowance for doubtful accounts is based on historical collection experience, adjusted for any specific known conditions or circumstances.  While historical experience may provide a reasonable estimate of uncollectible accounts, actual results may differ from what was recorded.  As of September 30, 2008, our allowance for doubtful accounts represented 1.0% of gross accounts receivable.  If we had increased our estimate of bad debts to 2.0% of gross accounts receivable, our general and administrative expenses would have increased by $0.4 million.

WARRANTY RESERVE

We maintain a warranty reserve that reflects management’s best estimate of the cost to replace product that does not meet customers’ specifications and performance requirements, and costs related to such replacement.  The warranty reserve is based upon a historical product replacement rate, adjusted for any specific known conditions or circumstances.  Should actual warranty costs differ substantially from our estimates, revisions to the estimated warranty liability may be required.  As of September 30, 2008, our warranty reserve represented 1.0% of the current quarter revenue.  If we had increased our warranty reserve estimate to 2.0% of the current quarter revenue, our cost of goods sold would have increased by $0.9 million.

INVENTORY VALUATION

We value inventory at the lower of cost or market and write down the value of inventory for estimated obsolescence or if inventory is deemed unmarketable.  An inventory reserve is maintained based upon a historical percentage of actual inventories written off applied against the inventory value at the end of the period, adjusted for known conditions and circumstances.  We exercise judgment in estimating the amount of inventory that is obsolete.  Should actual product marketability and fitness for use be affected by conditions that are different from those projected by management, revisions to the estimated inventory reserve may be required.  If we had increased our general reserve for obsolete inventory at September 30, 2008 by 10%, our cost of goods sold would have increased by $0.1 million.

VALUATION AND CLASSIFICATION OF AUCTION RATE SECURITIES

As of September 30, 2008, we owned two auction rate securities (ARS) with an estimated fair value of $8.2 million ($8.4 million par value) of which $5.0 million was classified as short term investments and $3.2 million was classified as other long-term assets on our Consolidated Balance Sheet.  In general, ARS investments are securities with long-term nominal maturities for which interest rates are reset through a Dutch auction every seven to 35 days.  Historically, these periodic auctions provided a liquid market for these securities.  General uncertainties in the global credit markets during 2008 caused widespread ARS auction failures as the number of securities submitted for sale exceeded the number of securities buyers were willing to purchase.  As a result, the short-term liquidity of the ARS market has been adversely affected.
 
 
26


 
As discussed in Notes 3 and 8 of the Notes to the Consolidated Financial Statements, we have recorded a temporary impairment of $0.2 million, net of tax, in the value of one of our ARS in other comprehensive income and we have classified $3.2 million of ARS in other long-term assets.  The calculation of fair value and the balance sheet classification for our ARS requires critical judgments and estimates by management including an appropriate discount rate and the probability that a security may be monetized through a future successful auction or refinancing of the underlying debt.  We performed a discounted cash flow analysis using a discount rate based on a market index comprised of tax exempt variable rate demand obligations, and we applied a risk factor to reflect current liquidity issues in the ARS market.  We then assigned probabilities of holding each security for less than or equal to one year, five years, and to maturity to calculate a fair value for each security.  We also considered that we successfully monetized at par value all but two of the 15 ARS we owned as of February 2008, the time we experienced our first failed auction, as some of the subsequent auctions were successfully completed and some of the issuing municipalities refinanced their debt.  If auctions involving our remaining ARS continue to fail, if issuers of our ARS are unable to refinance the underlying securities, if underlying municipalities are unable to pay their debt obligations and the bond insurance fails, or if credit ratings decline or other adverse developments occur in the credit markets, then we may not be able to monetize our remaining securities in the short term and we may also be required to further adjust the carrying value of these instruments through an impairment charge that may be deemed other-than-temporary.

IMPAIRMENT OF LONG-LIVED ASSETS AND INVESTMENTS

SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (SFAS 144), requires us to assess the recoverability of the carrying value of long-lived assets whenever events or changes in circumstances indicate that the assets may be impaired.  We must exercise judgment in assessing whether an event of impairment has occurred.  For purposes of recognition and measurement of an impairment loss, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.  We must exercise judgment in this grouping.  SFAS 144 requires that when the sum of the undiscounted future cash flows expected to result from the identified asset group is less than the carrying value of the asset group, an impairment provision may be required.  The amount of the impairment to be recognized is calculated by subtracting the fair value of the asset group from the net book value of the asset group.  Determining future cash flows and estimating fair values require significant judgment and are highly susceptible to change from period to period because they require management to make assumptions about future sales and cost of sales generally over a long-term period.

We evaluate the estimated fair value of investments annually or more frequently if indicators of potential impairment exist, to determine if an other-than-temporary impairment in the value of the investment has taken place.

BUSINESS COMBINATIONS

In accordance with SFAS No. 141, “Business Combinations”, we allocate the purchase price of acquired entities to the tangible and intangible assets acquired, liabilities assumed, and in-process research and development (IPR&D) based on their estimated fair values. We engage independent third-party appraisal firms to assist us in determining the fair values of assets and liabilities acquired. This valuation requires management to make significant estimates and assumptions, especially with respect to long-lived and intangible assets.

Critical estimates in valuing certain of the intangible assets include but are not limited to: future expected cash flows related to acquired developed technologies and patents and assumptions about the period of time the technologies will continue to be used in the Company’s product portfolio; expected costs to develop the IPR&D into commercially viable products and estimated cash flows from the products when completed; and discount rates. Management’s estimates of value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable.  Assumptions may be incomplete or inaccurate, and unanticipated events and circumstances may occur which may cause actual realized values to be different from management’s estimates.

GOODWILL AND OTHER INTANGIBLE ASSETS

Purchased intangible assets with finite lives are amortized over their estimated useful lives.  Goodwill and indefinite lived intangible assets are tested annually in the fourth fiscal quarter or more frequently if indicators of potential impairment exist, using a fair-value-based approach.  Intangible assets with finite lives are reviewed for impairment in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”.  We determined that goodwill and other intangible assets were not impaired as of September 30, 2008.



SHARE-BASED COMPENSATION

Effective October 1, 2005, we adopted SFAS No. 123 (revised 2004), “Share-Based Payment” (SFAS 123R), which requires all share-based payments, including stock option grants, restricted stock and restricted stock unit awards and discounts provided to employees on employee stock purchases, to be recognized in the income statement based on their fair values.  Under SFAS 123R, we calculate share-based compensation expense using the straight-line approach based on awards expected to ultimately vest, which requires the use of an estimated forfeiture rate.  Our estimated forfeiture rate is primarily based on historical experience, but may be revised in future periods if actual forfeitures differ from the estimate.  We use the Black-Scholes option-pricing model (“Black-Scholes model”) to estimate grant date fair value, which requires the input of highly subjective assumptions, including the option’s expected term, the price volatility of the underlying stock and risk-free interest rate.  A small change in the underlying assumptions can have a relatively large effect on the estimated valuation.  Under SFAS 123R, we estimate expected volatility based on a combination of our stock’s historical volatility and the implied volatilities from actively-traded options on our stock.  We use the simplified method to calculate the expected term as discussed in Topic 14 of the Staff Accounting Bulletin Series, “Share-Based Payment”, due to our limited amount of historical option exercise data, and we add a slight premium to the expected term for employees who would meet the definition of retirement pursuant to terms of their grant agreements during the contractual term.  The simplified method uses an average of the vesting term and the contractual term of the option to calculate the expected term.  The risk-free rate is derived from the U.S. Treasury yield curve in effect at the time of grant.

Prior to December 1, 2006, awards and grants made as part of our annual equity incentive award programs consisted solely of non-qualified stock option grants.  In fiscal 2007, the compensation committee of our Board of Directors decided to begin to award a blend of non-qualified stock options and shares of restricted stock to employees and non-employee directors as part of our annual equity incentive program.  This decision was made to address the financial impact of expensing equity-based compensation under the rules of SFAS 123R, as well as to provide a more competitive balance of equity incentives for employees and non-employee directors.

ACCOUNTING FOR INCOME TAXES

We account for income taxes in accordance with SFAS No. 109, “Accounting for Income Taxes” (SFAS 109), which requires that deferred tax assets and liabilities be recognized using enacted tax rates for the effect of temporary differences between the book and tax bases of recorded assets and liabilities.  SFAS 109 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that a portion of the deferred tax asset will not be realized.  We have determined that it is more likely than not that our future taxable income will be sufficient to realize our deferred tax assets.  Significant changes to the estimates and judgments that support the calculation of deferred tax assets and liabilities may result in an increase or decrease to our tax provision in a subsequent period.

On October 1, 2007, we adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement 109” (FIN 48).  Among other things, FIN 48 provides a “more-likely-than-not” threshold for the recognition and derecognition of uncertain tax positions, provides guidance on the accounting for interest and penalties relating to tax positions and requires the cumulative effect of applying the provisions of FIN 48 to be reported as an adjustment to the opening balance of retained earnings or other appropriate components of equity or net assets in the statement of financial position.  The evaluation of uncertain tax positions is based on factors including, but not limited to, changes in tax law, effectively settled issues under audit, new audit activity and changes in facts or circumstances surrounding a tax position.  We evaluate these tax positions on a quarterly basis.

COMMITMENTS AND CONTINGENCIES

We have entered into certain unconditional purchase obligations, which include noncancelable purchase commitments and take-or-pay arrangements with suppliers.  We review our agreements on a quarterly basis and make an assessment of the likelihood of a shortfall in purchases and determine if it is necessary to record a liability.  In addition, we are subject to the possibility of various loss contingencies arising in the ordinary course of business such as a legal proceeding or claim.  An estimated loss contingency is accrued when it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated.  We regularly evaluate current information available to us to determine whether such accruals should be adjusted and whether new accruals are required.

 
28


 
EFFECTS OF RECENT ACCOUNTING PRONOUNCEMENTS

See Note 2 to the Consolidated Financial Statements for a description of recent accounting pronouncements including the expected dates of adoption and effects on our results of operations, financial position and cash flows.


RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, the percentage of revenue of certain line items included in our historical statements of income:

   
Year Ended September 30,
 
   
2008
   
2007
   
2006
 
                   
Revenue
    100.0 %     100.0 %     100.0 %
Cost of goods sold
    53.5       52.7       53.5  
Gross profit
    46.5       47.3       46.5  
                         
Research, development and technical
    13.1       14.8       15.0  
Selling and marketing
    7.5       7.2       6.6  
General and administrative
    12.7       11.8       10.7  
Purchased in-process research and development
    -       -       0.3  
Operating income
    13.2       13.5       13.8  
Other income, net
    1.4       1.1       1.3  
Income before income taxes
    14.6       14.6       15.1  
Provision for income taxes
    4.4       4.6       4.9  
                         
Net income
    10.2 %     10.0 %     10.3 %


YEAR ENDED SEPTEMBER 30, 2008, VERSUS YEAR ENDED SEPTEMBER 30, 2007

REVENUE

Revenue was $375.1 million in fiscal 2008, which represented an increase of 10.9%, or $36.9 million, from fiscal 2007.  Of this increase, $17.2 million was due to increased sales volume including increased contribution from our polishing pad business, $15.2 million was due to a higher weighted average selling price for our CMP consumable products, resulting from a higher-priced product mix, and $4.5 million was due to the effect of foreign exchange rate changes.  Our polishing pad business represented $14.6 million of the revenue growth in fiscal 2008 as we won new business by gaining additional customer adoptions of our pads.

The continued weakening of the U.S. and global economy and the recent volatility in the capital and credit markets appears to have negatively impacted end user demand for IC devices, which, in turn, has led to a reduction in the number of wafer starts in the semiconductor industry.  We believe the reduction in wafer starts will negatively impact the demand and revenue associated with our traditional CMP slurry products in fiscal 2009.  However, we believe that growth opportunities in polishing pads, ESF and slurry products for advanced dielectric and barrier applications may be able to partially offset a reduction in demand due to the economic downturn.




COST OF GOODS SOLD

Total cost of goods sold was $200.6 million in fiscal 2008, which represented an increase of 12.6%, or $22.4 million, from fiscal 2007.  Of this increase, $9.1 million was due to increased sales volume, $9.0 million was due to increased fixed manufacturing costs, primarily in our pad business, $5.3 million was due to lower manufacturing yields, particularly in our pad business, $5.1 million was due to the effects of foreign exchange rate changes, $2.2 million was due to certain other manufacturing variances and $1.5 million was due to increased freight, packaging and other costs.  These increases were partially offset by a $7.5 million benefit of higher utilization of our manufacturing capacity on the increased sales volume and by a $2.3 million benefit of a lower-cost product mix.

Fumed metal oxides, such as fumed silica and fumed alumina, are significant raw materials that we use in many of our CMP slurries.  In an effort to mitigate our risk to rising raw material costs and to increase supply assurance and quality performance requirements, we have entered into multi-year supply agreements with a number of suppliers.  For more financial information about our supply contracts, see “Tabular Disclosure of Contractual Obligations” included in Item 7 of Part II of this Form 10-K.

Our need for additional quantities or different kinds of key raw materials in the future has required, and will continue to require, that we enter into new supply arrangements with third parties.  Future arrangements may result in costs which are different from those in the existing agreements.  In addition, rising energy costs and general inflation may also impact the cost of raw materials, packaging, freight and labor costs.  We also expect to continue to invest in our operations excellence initiative to improve product quality, reduce variability and improve product yields in our manufacturing process.


GROSS PROFIT

Our gross profit as a percentage of revenue was 46.5% in fiscal 2008 as compared to 47.3% for fiscal 2007.  The decrease in gross profit expressed as a percentage of revenue was primarily due to higher fixed production costs and lower manufacturing yields, both primarily associated with our pad business, and higher manufacturing variances partially offset by a favorable product mix and higher utilization of our manufacturing capacity on the increased volume of sales in fiscal 2008.  The manufacturing yields in our pad business improved over the course of fiscal 2008, but we expect the yields in this business may continue to fluctuate as we optimize our manufacturing process.  We expect to maintain our gross profit as a percentage of revenue in the range of 46% to 48% for full fiscal year 2009.  Quarterly gross profit may be above or below this range due to fluctuations in our product mix or other factors.


RESEARCH, DEVELOPMENT AND TECHNICAL

Total research, development and technical expenses were $49.2 million in fiscal 2008, which represented a decrease of 1.6%, or $0.8 million, from fiscal 2007.  The decrease was primarily due to $0.7 million in lower clean room materials and laboratory supplies and $0.5 million in lower professional fees partially offset by $0.2 million in higher staffing related costs and $0.2 million in increased depreciation expense.

Our research, development and technical efforts are focused on the following main areas:

·  
Research related to fundamental CMP technology;
·  
Development and formulation of new and enhanced CMP consumable products;
·  
Process development to support rapid and effective commercialization of new products;
·  
Technical support of CMP products in our customers’ manufacturing facilities; and
·  
Evaluation of new polishing applications outside of the semiconductor industry.




 
SELLING AND MARKETING

Selling and marketing expenses were $28.3 million in fiscal 2008, which represented an increase of 16.3%, or $4.0 million, from fiscal 2007.  The increase was primarily due to $2.3 million in higher staffing related costs, including employee separation costs, $0.6 million in increased professional fees, $0.3 million in higher travel related costs and $0.3 million in higher depreciation expense.


GENERAL AND ADMINISTRATIVE

General and administrative expenses were $47.6 million in fiscal 2008, which represented an increase of 19.2%, or $7.7 million, from fiscal 2007.  The increase resulted primarily from $5.3 million in higher professional fees, including costs to enforce our intellectual property, and $2.3 million in higher staffing related costs.  See Part I, Item 3 entitled “Legal Proceedings” and Note 16 of the Notes to the Consolidated Financial Statements for more information on the enforcement of our intellectual property.


OTHER INCOME, NET

Other income was $5.4 million in fiscal 2008 compared to $3.6 million in fiscal 2007.  The increase was primarily due to the absence of a $2.1 million pre-tax impairment of our equity investment in NPC and the absence of $0.4 million of other expense related to our investment in NPC.  This increase was partially offset by a $0.6 million decrease in interest income as we monetized the majority of our short-term investments in ARS during fiscal 2008 and reinvested these funds into money market investments which earn interest at lower rates.  See Note 3 of the Notes to the Consolidated Financial Statements for more information on our short-term investments.


PROVISION FOR INCOME TAXES

Our effective income tax rate was 30.2% in fiscal 2008 compared to 31.5% in fiscal 2007.  The decrease in the effective tax rate in fiscal 2008 was primarily due to increased research and experimentation tax credits and reduced tax expense related to share-based compensation, partially offset by lower tax-exempt interest income.  We expect our effective tax rate in fiscal 2009 to be approximately 32 percent.


NET INCOME

Net income was $38.3 million in fiscal 2008, which represented an increase of 13.3%, or $4.5 million, from fiscal 2007 as a result of the factors discussed above.



YEAR ENDED SEPTEMBER 30, 2007, VERSUS YEAR ENDED SEPTEMBER 30, 2006

REVENUE

Revenue was $338.2 million in fiscal 2007, which represented an increase of 5.4%, or $17.4 million, from fiscal 2006.  Of this increase, $12.6 million was contributed by our QED Technologies, Inc. (QED) subsidiary, as fiscal 2007 was the first full year we owned QED, and $6.2 million was due to a higher average selling price for our slurry products.  These increases were partially offset by a $1.4 million decrease due to reduced sales volume in our core CMP business.  The higher average selling price for our slurry products resulted primarily from a higher-priced product mix.




COST OF GOODS SOLD

Total cost of goods sold was $178.2 million in fiscal 2007, which represented an increase of 3.8%, or $6.5 million, from fiscal 2006.  Of this increase, $6.2 million was related to QED and $1.0 million was due to an increase in the average cost per unit of our slurry products.  These increases were partially offset by a $0.7 million decrease due to reduced sales volume in our core CMP business.  The higher average unit cost resulted primarily from lower utilization of our manufacturing capacity due to the lower level of sales, primarily during the first half of the fiscal year, and higher fixed costs, partially offset by improvements in productivity and quality as well as benefits of a lower-cost product mix.


GROSS PROFIT

Our gross profit as a percentage of revenue was 47.3% in fiscal 2007 and improved 80 basis points from the level achieved in fiscal 2006.  The increase in gross profit expressed as a percentage of revenue resulted primarily from a higher-valued product mix and improvements in productivity and quality.  This was partially offset by lower utilization of our manufacturing capacity due to the lower level of sales of our core CMP products, primarily in the first half of the fiscal year, as well as higher fixed costs.


RESEARCH, DEVELOPMENT AND TECHNICAL

Total research, development and technical expenses were $50.0 million in fiscal 2007, which represented an increase of 4.0%, or $1.9 million, from fiscal 2006.  The increase was primarily due to increased staffing related costs of $1.8 million, largely resulting from the inclusion of QED for a full year in fiscal 2007, increased depreciation and amortization costs of $0.6 million, principally related to our data storage laboratory in Singapore and our Asia Pacific technology center in Japan, and increased professional fees of $0.3 million.  These increases were partially offset by a decrease in spending on wafers and laboratory supplies of $0.9 million.


SELLING AND MARKETING

Selling and marketing expenses were $24.3 million in fiscal 2007, which represented an increase of 15.1%, or $3.2 million, from fiscal 2006.  The increase resulted primarily from higher staffing costs of $2.4 million, largely resulting from the inclusion of QED as well as expanding our presence in Asia.  There were also smaller increases in costs for travel, professional fees and depreciation and amortization.


GENERAL AND ADMINISTRATIVE

General and administrative expenses were $39.9 million in fiscal 2007, which represented an increase of 16.4%, or $5.6 million, from fiscal 2006.  The increase resulted primarily from $3.3 million in higher staffing costs, including $1.8 million in share-based compensation expense, and a $2.8 million increase in professional fees, including costs to enforce our intellectual property.


PURCHASED IN-PROCESS RESEARCH AND DEVELOPMENT

We incurred no IPR&D expenses in fiscal 2007 compared to $1.1 million in fiscal 2006, since we did not make any acquisitions in fiscal 2007.




OTHER INCOME, NET

Other income was $3.6 million in fiscal 2007 compared to $4.1 million in fiscal 2006.  The decrease was primarily due to a $2.1 million impairment of our equity investment in NPC, following a decision to not renew a collaboration agreement.  This decrease was partially offset by an increase of $0.7 million in interest income on our cash and short-term investments, mostly due to higher interest rates, a decrease in interest expense of $0.2 million related to capital leases, and the absence of $0.6 million of expenses related to our investment in NPC that we recognized in fiscal 2006 that did not recur in fiscal 2007.


PROVISION FOR INCOME TAXES

Our effective income tax rate was 31.5% in fiscal 2007 compared to 32.1% in fiscal 2006.  The decrease in the effective tax rate in fiscal 2007 was primarily due to higher tax-exempt interest income and increased research and experimentation tax credits.


NET INCOME

Net income was $33.8 million in fiscal 2007, which represented an increase of 2.7%, or $0.9 million, from fiscal 2006 as a result of the factors discussed above.


LIQUIDITY AND CAPITAL RESOURCES

We had cash flows from operating activities of $70.8 million in fiscal 2008, $64.6 million in fiscal 2007 and $58.7 million in fiscal 2006.  Our cash provided by operating activities in fiscal 2008 originated from $38.3 million in net income and $33.9 million in non-cash items, partially offset by a $1.4 million decrease in cash flow due to a net increase in working capital.  Cash provided by operating activities in fiscal 2008 increased $6.2 million from fiscal 2007 primarily due to increased net income in fiscal 2008, higher non-cash expenses related to depreciation and share-based compensation and improved collections of accounts receivable, partially offset by a general increase in our inventory levels and the absence of a $2.1 million non-cash write-off of our investment in NPC that occurred in fiscal 2007.

Fiscal 2008 cash flows provided by investing activities were $130.3 million.  Net sales of short-term investments were $149.5 million as we monetized the majority of our ARS during fiscal 2008 (as discussed below).  This cash inflow was partially offset by $19.2 million in cash used for purchases of property, plant and equipment primarily for the purchase and installation of a 300-millimeter polishing tool and related metrology equipment for our Asia Pacific technology center and building improvements and equipment to increase our pad production capabilities.  In fiscal 2007, cash used in investing activities was $62.3 million.  We used $47.0 million for net purchases of short-term investments.  Purchases of property, plant and equipment, including the expansion of our pad manufacturing capabilities in the U.S. and Taiwan as well as purchases for QED, were $10.0 million.  We also used $3.0 million to acquire a license of patents and we paid $2.5 million for the earnout payment to the prior owners of QED, related to its revenue performance during the 12 months following our acquisition.  See Note 6 and Note 7 of the Notes to the Consolidated Financial Statements for more information on business combinations and intangible assets.  In fiscal 2006, cash flows used in investing activities were $32.4 million, which included $22.2 million for purchases of property, plant and equipment, primarily for the construction of our Asia Pacific technology center and for projects in our manufacturing operations.  We also completed two acquisitions during fiscal 2006 for a total of $20.9 million, net of cash acquired.  In addition, we used $5.0 million to acquire patents and associated rights relating to CMP slurry technology.  Finally, $15.7 million was provided by net sales of short-term investments.  We estimate that our total capital expenditures in fiscal 2009 will be approximately $13.0 million.

In fiscal 2008, cash flows used in financing activities were $35.2 million.  We used $39.0 million to repurchase common stock under our share repurchase programs and we made $1.1 million in principal payments under capital lease obligations.  These cash outflows were partially offset by $4.9 million received from the issuance of common stock related to the exercise of stock options under our Second Amended and Restated Cabot Microelectronics Corporation 2000 Equity Incentive Plan, as amended and restated September 23, 2008, and shares issued under our Cabot Microelectronics Employee Stock Purchase Plan.  In fiscal 2007, cash flows used in financing activities were $3.2 million.  This resulted from $10.0 million in purchases of common stock under our share repurchase program and $1.0 million in principal payments under capital lease obligations, partially offset by $7.8 million in net proceeds from the issuance of stock, primarily from the exercise of stock options.  In fiscal 2006, cash flows used in financing activities were $15.6 million, primarily as a result of $16.0 million in repurchases of common stock under our share repurchase program and $0.9 million in principal payments under capital lease obligations.  These outflows were partially offset by $1.4 million from the issuance of common stock, primarily associated with our Cabot Microelectronics Corporation Employee Stock Purchase Plan.
 
 
33


 
During the first quarter of fiscal 2008, we completed a share repurchase program that was authorized by our Board of Directors in October 2005 for up to $40.0 million.  In January 2008, the Board of Directors authorized a new share repurchase program for up to $75.0 million of our outstanding common stock.  Shares are repurchased from time to time, depending on market conditions, in open market transactions, at management’s discretion.  We fund share repurchases from our existing cash balance.  We view the program as a flexible and effective means to return cash to stockholders.  The program became effective on the authorization date and may be suspended or terminated at any time, at the Company’s discretion.  There was $50.0 million remaining on this authorization as of September 30, 2008.

We have an unsecured revolving credit facility of $50.0 million with an option to increase the facility to $80.0 million.  Under this agreement, which was set to terminate in November 2008, interest accrues on any outstanding balance at either the lending institution’s base rate or the Eurodollar rate plus an applicable margin.  We also pay a non-use fee.  In October 2008, we amended this agreement to extend the termination date until November 2011, with an option to renew for two additional one-year terms.  The amendment did not include any other material changes to the terms of the credit agreement.  Loans under this facility are intended primarily for general corporate purposes, including financing working capital and capital expenditures.  The credit agreement also contains various covenants.  No amounts are currently outstanding under this credit facility and we believe we are currently in compliance with the covenants.

At September 30, 2008, we owned two ARS with an estimated fair value of $8.2 million ($8.4 million par value) of which $5.0 million was classified as short-term investments and $3.2 million was classified as other long-term assets on our Consolidated Balance Sheet.  Our ARS investments consisted of tax exempt municipal debt obligations which have experienced failed auctions since February 2008.  Despite the failed auctions, there have been no defaults on the underlying securities and interest income on these holdings continues to be received on scheduled interest payment dates.  As discussed in Notes 3 and 8 in the Notes to the Consolidated Financial Statements, we recorded a $0.2 million pretax and net of tax reduction in stockholders’ equity in accumulated other comprehensive income to reflect a temporary decline in fair value.  We successfully monetized at par value the majority of ARS we owned in fiscal 2008 and reinvested these funds in money market accounts.  Based on our $221.5 million cash balance as of September 30, 2008, our positive cash flow and our available debt capacity, we do not have any immediate needs for additional liquidity and we currently do not plan to enter any secondary ARS market to monetize our remaining ARS.  We believe it is likely that one of our ARS will be monetized within the next operating cycle (which for us is generally one year) as the municipal bond issuer will be motivated to refinance its debt when credit markets improve due to higher interest rates being paid as auctions fail.

The recent capital and credit market crisis has adversely affected the U.S. and global economy.  Despite this crisis, we believe that cash generated by our operations and available borrowings under our revolving credit facility will be sufficient to fund our operations, expected capital expenditures, including any merger and acquisition activities, and share repurchases for the foreseeable future.  However, we plan to expand our business and continue to improve our technology, and to do so may require us to raise additional funds in the future through equity or debt financing, strategic relationships or other arrangements.  The uncertainty in the capital and credit markets may hinder the ability to generate additional financing in the type or amount necessary to pursue such objectives.


OFF-BALANCE SHEET ARRANGEMENTS

At September 30, 2008 and 2007, we did not have any unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which might have been established for the purpose of facilitating off-balance sheet arrangements.




TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The following summarizes our contractual obligations at September 30, 2008, and the effect such obligations are expected to have on our liquidity and cash flow in future periods.


CONTRACTUAL OBLIGATIONS
       
Less Than
     1-3      3-5    
After 5
 
(In millions)
 
Total
   
1 Year
   
Years
   
Years
   
Years
 
                                   
Capital lease obligations
  $ 3.6     $ 1.1     $ 2.5     $ -     $ -  
Operating leases
    2.5       1.4       1.1       -       -  
Purchase obligations
    32.4       28.2       3.9       0.3       -  
Other long-term liabilities
    2.9       -       -       -       2.9  
Total contractual obligations
  $ 41.4     $ 30.7     $ 7.5     $ 0.3     $ 2.9  


CAPITAL LEASE OBLIGATIONS

In December 2001, we entered into a fumed alumina supply agreement with Cabot Corporation under which we agreed to pay Cabot Corporation for the expansion of a fumed alumina manufacturing facility in Tuscola, Illinois.  The payments for the facility have been treated as a capital lease for accounting purposes and the present value of the minimum quarterly payments resulted in an initial $9.8 million lease obligation and related leased asset.  The initial term of the agreement expired in December 2006, but it was renewed for another five-year term ending in December 2011.

OPERATING LEASES

We lease certain vehicles, warehouse facilities, office space, machinery and equipment under cancelable and noncancelable operating leases, most of which expire within ten years of their respective commencement dates and may be renewed by us.

PURCHASE OBLIGATIONS

We have entered into multi-year supply agreements with Cabot Corporation for the purchase of fumed metal oxides.  We purchase fumed silica primarily under a fumed silica supply agreement with Cabot Corporation that became effective in January 2004, and was amended in September 2006 and in April 2008, the latter of which extended the termination date of the agreement from December 2009 to December 2012 and also changed the pricing and some other non-material terms of the agreement to the benefit of both parties.  The agreement will automatically renew unless either party gives certain notice of non-renewal.  We are generally obligated to purchase fumed silica for at least 90% of our six-month volume forecast for certain of our slurry products, to purchase certain non-material minimum quantities every six months, and to pay for the shortfall if we purchase less than these amounts.  We currently anticipate meeting all minimum forecasted purchase volume requirements.  Since December 2001, we have purchased fumed alumina primarily under a fumed alumina supply agreement with Cabot Corporation that has an original term ending in December 2006 and was renewed for another five-year term ending in December 2011.  Prices charged for fumed alumina from Cabot Corporation are pursuant to the terms of the supply agreement and may fluctuate based upon the actual costs incurred by Cabot Corporation in the manufacture of fumed alumina.  Under these agreements, Cabot Corporation continues to be the exclusive supplier of certain quantities and types of fumed silica and fumed alumina for certain products we produced as of the effective dates of these agreements.  Subject to certain terms, these agreements prohibit Cabot Corporation from selling certain types of fumed silica and fumed alumina to third parties for use in CMP applications, as well as engaging itself in CMP applications.  If Cabot Corporation fails to supply us with our requirements for any reason, including if we require product specification changes that Cabot Corporation cannot meet, we have the right to purchase products meeting those specifications from other suppliers.  We also may purchase fumed alumina and fumed silica from other suppliers for certain products, including those commercialized after certain dates related to these agreements and their amendments.  Purchase obligations include an aggregate amount of $14.9 million of contractual commitments related to our Cabot Corporation agreements for fumed silica and fumed alumina.

OTHER LONG-TERM LIABILITIES

Other long-term liabilities at September 30, 2008 consist of liabilities related to our Japan retirement allowance and our liability for uncertain tax positions.

Our contractual obligations at September 30, 2007 included $2.0 million in contingent payments related to a possible second earnout payment resulting from our acquisition of substantially all of the assets of QED Technologies, Inc. (QED) in July 2006.  The QED business has not met the revenue performance required to earn this $2.0 million payment.  Consequently, we no longer have any contractual obligation related to this acquisition.

 
35


 
ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

EFFECT OF CURRENCY EXCHANGE RATES AND EXCHANGE RATE RISK MANAGEMENT

We conduct business operations outside of the United States through our foreign operations.  Some of our foreign operations maintain their accounting records in their local currencies.  Consequently, period to period comparability of results of operations is affected by fluctuations in exchange rates.  The primary currencies to which we have exposure are the Japanese Yen and, to a lesser extent, the British Pound and the Euro.  From time to time we enter into forward contracts in an effort to manage foreign currency exchange exposure.  However, we may be unable to hedge these exposures completely.  Approximately 13% of our revenue is transacted in currencies other than the U.S. dollar.  We do not currently enter into forward exchange contracts or other derivative instruments for speculative or trading purposes.

MARKET RISK AND SENSITIVITY ANALYSIS RELATED TO FOREIGN EXCHANGE RATE RISK

We have performed a sensitivity analysis assuming a hypothetical 10% adverse movement in foreign exchange rates.  As of September 30, 2008, the analysis demonstrated that such market movements would not have a material adverse effect on our consolidated financial position, results of operations or cash flows over a one-year period.  Actual gains and losses in the future may differ materially from this analysis based on changes in the timing and amount of foreign currency rate movements and our actual exposures.

MARKET RISK RELATED TO INVESTMENTS IN AUCTION RATE SECURITIES

At September 30, 2008, we owned two auction rate securities (ARS) with a total estimated fair value of $8.2 million ($8.4 million par value) of which $5.0 million was classified as short-term investments and $3.2 million was classified as other long-term assets on our Consolidated Balance Sheet.  In general, ARS investments are securities with long-term nominal maturities for which interest rates are reset through a Dutch auction every seven to 35 days.  Historically, these periodic auctions have provided a liquid market for these securities.  General uncertainties in the global credit markets caused widespread ARS auction failures as the number of securities submitted for sale exceeded the number of securities buyers were willing to purchase.  As a result, the short-term liquidity of the ARS market has been adversely affected.

In fiscal 2008, we recorded a $0.2 million pre-tax and net of tax reduction in stockholders’ equity in accumulated other comprehensive income to reflect a decline in fair value of our ARS which we believed was temporary.  We believe that we will be able to monetize the remaining two securities at par, either through successful auctions, refinancing of the underlying debt by the issuers, or holding the securities to maturity.  However, if auctions involving our ARS continue to fail, if issuers of our ARS are unable to refinance the underlying securities, if the issuing municipalities are unable to pay debt obligations and the bond insurance fails, or if credit ratings decline or other adverse developments occur in the credit markets, then we may not be able to monetize these securities in the short term and we may also be required to further adjust the carrying value of these instruments through an impairment charge that may be deemed other-than-temporary.  See Notes 3 and 8 of the Notes to the Consolidated Financial Statements and the “Risk Factors” set forth in Part I, Item 1A of this Annual Report on Form 10-K for more information.




ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE


   
Page
Consolidated Financial Statements:
 
 
Report of Independent Registered Public Accounting Firm
38
 
Consolidated Statements of Income for the years ended September 30, 2008, 2007 and 2006
39
 
Consolidated Balance Sheets at September 30, 2008 and 2007
40
 
Consolidated Statements of Cash Flows for the years ended September 30, 2008, 2007 and 2006
41
 
Consolidated Statements of Changes in Stockholders’ Equity for the years ended September 30, 2008, 2007 and 2006
42
 
Notes to the Consolidated Financial Statements
43
 
Selected Quarterly Operating Results
66

Financial Statement Schedule:
 
 
Schedule II – Valuation and Qualifying Accounts
67

All other schedules are omitted, because they are not required, are not applicable, or the information is included in the consolidated financial statements and notes thereto.




Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of
Cabot Microelectronics Corporation:

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Cabot Microelectronics Corporation and its subsidiaries at September 30, 2008 and 2007, and the results of their operations and their cash flows for each of the three years in the period ended September 30, 2008 in conformity with accounting principles generally accepted in the United States of America.  In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.  Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2008, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  The Company’s management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control Over Financial Reporting appearing under Item 9A.  Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company’s internal control over financial reporting based on our integrated audits.  We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects.  Our audits of the financial statements include examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  Our audits also included performing such other procedures as we considered necessary in the circumstances.  We believe that our audits provide a reasonable basis for our opinions.

As discussed in Notes 2 and 15 to the consolidated financial statements, the Company changed the manner in which it accounts for uncertain tax positions in accordance with Financial Accounting Standards Board Interpretation (FIN) No. 48, “Accounting for Uncertainty in Income Taxes” on October 1, 2007.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


PricewaterhouseCoopers LLP
Chicago, IL
November 25, 2008




CABOT MICROELECTRONICS CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)

   
Year Ended September 30,
   
 
         
   
  2008
   
2007
   
2006
 
                         
Revenue
  $ 375,069     $ 338,205     $ 320,795  
                           
Cost of goods sold
    200,596       178,224       171,758  
                           
Gross profit
    174,473       159,981       149,037  
                           
Operating expenses:
                         
Research, development and technical
    49,155       49,970       48,070  
Selling and marketing
    28,281       24,310       21,115  
General and administrative
    47,595       39,933       34,319  
Purchased in-process research and development
    -       -       1,120  
    Total operating expenses
    125,031       114,213       104,624  
                           
Operating income
    49,442       45,768       44,413  
                           
Other income, net
    5,448       3,606       4,111  
Income before income taxes
    54,890       49,374       48,524  
                           
Provision for income taxes
    16,552       15,538       15,576  
                           
    Net income
  $ 38,338     $ 33,836     $ 32,948  
                           
Basic earnings per share
  $ 1.64     $ 1.42     $ 1.36  
                           
Weighted average basic shares outstanding
    23,315       23,748       24,228  
                           
Diluted earnings per share
  $ 1.64     $ 1.42     $ 1.36  
                           
Weighted average diluted shares outstanding
    23,348       23,754       24,228  

The accompanying notes are an integral part of these consolidated financial statements.



CABOT MICROELECTRONICS CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
   
September 30,
 
   
2008
   
2007
 
ASSETS
           
Current assets:
           
Cash and cash equivalents
  $ 221,467     $ 54,557  
Short-term investments
    4,950       157,915  
Accounts receivable, less allowance for doubtful accounts of $403 at September 30, 2008, and $635 at September 30, 2007
    41,630       52,302  
Inventories
    47,466       37,266  
Prepaid expenses and other current assets
    10,714       5,853  
Deferred income taxes
    4,365       2,861  
Total current assets
    330,592       310,754  
                 
Property, plant and equipment, net
    115,843       118,454  
Goodwill
    7,069       7,069  
Other intangible assets, net
    8,712       11,549  
Deferred income taxes
    11,178       6,686  
Other long-term assets
    4,043       617  
Total assets
  $ 477,437     $ 455,129  
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current liabilities:
               
Accounts payable
  $ 13,885     $ 15,859  
Capital lease obligations
    1,129       1,066  
Accrued expenses and other current liabilities
    22,787       19,638  
Total current liabilities
    37,801       36,563  
                 
Capital lease obligations, net of current portion
    2,518       3,608  
Other long-term liabilities
    2,885       1,754  
Total liabilities
    43,204       41,925  
                 
Commitments and contingencies (Note 16)
               
                 
Stockholders’ equity:
               
Common stock:
               
Authorized: 200,000,000 shares, $0.001 par value
               
Issued: 25,906,990 shares at September 30, 2008, and 25,635,730 shares at September 30, 2007
    26       24  
Capital in excess of par value of common stock
    198,022       178,068  
Retained earnings
    323,122       284,843  
Accumulated other comprehensive income
    3,054       1,259  
Treasury stock at cost, 2,683,809 shares at September 30, 2008, and 1,627,337 shares at September 30, 2007
    (89,991     (50,990
Total stockholders’ equity
    434,233       413,204  
                 
Total liabilities and stockholders’ equity
  $ 477,437     $ 455,129  

The accompanying notes are an integral part of these consolidated financial statements.


CABOT MICROELECTRONICS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 
Year Ended September 30,
 
 2008
   
2007
   
2006
 
Cash flows from operating activities:                      
Net income
$ 38,338     $ 33,836     $ 32,948  
Adjustments to reconcile net income to net cash provided by operating activities:
                     
Depreciation and amortization
  25,951       24,170       21,174  
Purchased in-process research and development
  -       -       1,120  
Impairment of investment
  -       2,052       -  
Loss on equity investment
  -       -       566  
Share-based compensation expense
  15,067       12,846       10,664  
Deferred income tax benefit
  (5,894 )     (5,708 )     (5,571 )
Non-cash foreign exchange (gain) loss
  (2,592 )     (539 )     2,606  
Loss on disposal of property, plant and equipment
  598       237       1,109  
Impairment of property, plant and equipment
  4       52       790  
Other
  782       (482 )     (1,081 )
Changes in operating assets and liabilities:
                     
Accounts receivable
  11,849       (3,437 )     (8,492 )
Inventories
  (9,268 )     3,658       (5,635 )
Prepaid expenses and other assets
  (4,921 )     (525 )     1,726  
Accounts payable
  (2,472 )     1,170       3,031  
Accrued expenses, income taxes payable and other liabilities
  3,397       (2,696 )     3,713  
Net cash provided by operating activities
  70,839       64,634       58,668  
                       
Cash flows from investing activities:
                     
Additions to property, plant and equipment
  (19,232 )     (10,013 )     (22,230 )
Proceeds from the sale of property, plant and equipment
  42       172       19  
Acquisitions of businesses including earnout payment, net of cash acquired
  -       (2,500 )     (20,919 )
Acquisition of patent license
  -       (3,000 )     -  
Purchase of patents
  -       -       (5,000 )
Purchases of short-term investments
  (233,775 )     (155,175 )     (185,655 )
    Proceeds from the sale of short-term investments
  383,290       108,225       201,392  
Net cash provided by (used in) investing activities
  130,325       (62,291 )     (32,393 )
                       
Cash flows from financing activities:
                     
Repurchases of common stock
  (39,001 )     (9,995 )     (15,996 )
Net proceeds from issuance of stock
  4,889       7,759       1,359  
Principal payments under capital lease obligations
  (1,072 )     (999 )     (933 )
Net cash used in financing activities
  (35,184 )     (3,235 )     (15,570 )
                       
Effect of exchange rate changes on cash
  930       484       (176 )
Increase (decrease) in cash
  166,910       (408 )     10,529  
Cash and cash equivalents at beginning of year
  54,557       54,965       44,436  
Cash and cash equivalents at end of year
$ 221,467     $ 54,557     $ 54,965  
 
 
Supplemental disclosure of cash flow information:
               
Cash paid for income taxes
$ 26,459     $ 22,657     $ 21,745  
Cash paid for interest
$ 420     $ 468     $ 658  
   
Supplemental disclosure of non-cash investing and financing activities:
 
Purchases of property, plant and equipment in accrued liabilities and accounts payable at the end of period
$ 391     $ 419     $ 968  
Issuance of restricted stock
$ 4,850     $ 4,792     $ 63  
Assets acquired under capital lease
$ 44     $ -     $ -  

The accompanying notes are an integral part of these consolidated financial statements.




CABOT MICROELECTRONICS CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(In thousands)
 
 
 Common
Stock
 
Capital
In Excess
Of Par
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income
 
Comprehensive
Income
(net of tax)
 
Unearned
Compensation
 
Treasury
Stock
 
Total
 
Balance at September 30, 2005
   $
24
   $
145,011
   $
218,059
   $
1,160
         $
(171
)
 $
(24,999
 $
339,084
 
                                                   
Reclassification of unearned compensation upon adoption of SFAS 123R
         
(171
                    171           
-
 
Reclassification of director's deferred compensation upon adoption of SFAS 123R 
         
600
                                 
600
 
Issuance of Cabot Microelectronics restricted stock under deposit share plan
         
137
                     
 
 
       
137
 
Issuance of Cabot Microelectronics stock under Employee Stock Purchase Plan
         
1,222
 
                   
 
         
1,222
 
Share-based compensation expense
           10,664                      
 
 
       
10,664
 
Repurchases of common stock, at cost
                                       
(15,996
)
 
(15,996
)
Net income
               
32,948
       
$
32,948
                   
Net unrealized gain on derivative intruments
                     
36
 
 
36
 
                 
Foreign currency translation adjustment
                     
(924
 
(924
                 
Total comprehensive income
                         
$
32,060
               
32,060
 
                                                   
Balance at September 30, 2006
 
$
24
 
$
157,463
 
$
251,007
 
$
272
       
$
-
 
$
(40,995
)
$
367,771
 
                                                   
Issuance of Cabot Microelectronics restricted stock under deposit share plan
         
176
                     
 
 
       
176
 
Issuance of Cabot Microelectronics stock under Employee Stock Purchase Plan
         
1,459
 
                   
 
         
1,459
 
Share-based compensation expense
           12,846                      
 
 
       
12,846
 
Exercise of stock options
         
6,124
                                 
6,124
 
Repurchases of common stock, at cost
                                        (9,995   (9,995
Net income
               
33,836
       
$
33,836
                   
Net unrealized gain on derivative intruments
                     
35
   
35
                   
Foreign currency translation adjustment
                     
1,416
 
 
1,416
 
                 
Total comprehensive income
                         
$
35,287
               
35,287
 
SFAS 158 transition adjustment                        (464                      (464
                                                   
Balance at September 30, 2007
 
$
24
 
$
178,068
 
$
284,843
 
$
1,259
       
$
-
 
$
(50,990
)
$
413,204
 
                                                   
Issuance of Cabot Microelectronics restricted stock under deposit share plan
         
165
 
                   
 
         
165
 
Issuance of Cabot Microelectronics stock under Employee Stock Purchase Plan
         
1,596
                                 
1,596
 
Share-based compensation expense
         
15,067
                                 
15,067
 
Exercise of stock options
    2    
3,126
                                 
3,128
 
Repurchases of common stock, at cost
                                       
(39,001
)
 
(39,001
)
Net income
               
38,338
        $
38,338
                   
Net unrealized gain on derivative intruments
                     
35
   
35
                   
Foreign currency translation adjustment
                     
2,306
 
 
2,306
 
                 
 Unrealized loss on investments                       (151 )    (151                  
 Minimum pension liability adjustment                       (395 )    (395 )                   
Total comprehensive income
                         
$
40,133
               
40,133
 
 Cumulative effct of adoption of FIN 48                 (59                            (59