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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10K10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 20182020
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
☐ 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 00030205000-30205

CABOT MICROELECTRONICS CORPORATIONCMC Materials, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE364324765
Delaware36-4324765
(State of Incorporation)(I.R.S. Employer Identification No.)
870 NORTH COMMONS DRIVE60504
AURORA, ILLINOIS
870 North Commons Drive60504
Aurora, Illinois(Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (630) 3756631
375-6631
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par valueCCMPThe 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     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
Indicate by check mark whether the registrant: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    No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes     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.

o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitionthe definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerxAccelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes     No



INDEX
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, 2018,2020, as reported by the NASDAQ Global Select Market, was approximately $2,715,311,977.$3,301,374,488.  For the purposes hereof, "affiliates" include all executive officers and directors of the registrant.
As of October 31, 2018,2020, the Company had 25,506,72529,081,617 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 6, 2019,3, 2021, are incorporated by reference in Part III of this Annual Report on Form 10-K to the extent stated herein.
This Annual Report on 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 Annual Report on Form 10-K.



CABOT MICROELECTRONICS CORPORATION

INDEX
CMC MATERIALS, INC.
FORM 10-K
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 20182020

PART I.Page
PART I.
Page
Item 1.3
Item 1.
Business
Item 1A.
Risk Factors
13
Item 1B.
Unresolved Staff Comments
17
Item 2.
Properties
18
Item 3.
Legal Proceedings
19
Item 4.
Mine Safety Disclosures
19
Information about our Executive Officers of the Registrant
20
PART II.
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
22
Item 6.
Selected Financial Data
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
39
Item 8.
Financial Statements and Supplementary Data
40
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A.
Controls and Procedures
Item 9B.
Other Information
PART III.
Item 10.
Directors, Executive Officers and Corporate Governance
Item 11.
Executive Compensation
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
84
Item 13.
Certain Relationships and Related Transactions, and Director Independence
84
Item 14.
Principal Accountant Fees and Services
84
PART IV.
Item 15.
Exhibits and Financial Statement Schedules
85
Exhibit Index
85
Signatures






INDEX
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K includes "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 Annual Report on Form 10-K are forward-looking and address a variety of subjects including, for example, future sales and operating results; growth or contraction, and trends in the industries and markets in which CMC Materials, Inc. ("CMC'', "the Company'', "us'', "we'', or "our''), participates, such as the semiconductor, and oil and gas industries; the acquisition of, investment in, or collaboration with other entities, including the Company’s acquisition of KMG Chemicals, Inc. (“KMG”), and the expected benefits and synergies of such acquisitions; divestment or disposition, or cessation of investment in certain of the Company’s businesses; new product introductions; development of new products, technologies and markets; product performance; the financial conditions of the Company's customers; the competitive landscape that relates to the Company's business; the Company's supply chain; natural disasters; various economic or political factors and international or national events, including related to global public health crises such as the COVID-19 pandemic ("Pandemic"), and the enactment of trade sanctions, tariffs, or other similar matters; the generation, protection and acquisition of intellectual property, and litigation related to such intellectual property or third party intellectual property; environmental, health and safety laws and regulations, and related compliance; the operation of facilities by the Company; the Company's management; foreign exchange fluctuation; the Company's current or future tax rate, including the effects of changes to tax laws in the jurisdictions in which the company operates; cybersecurity threats; financing facilities and related debt, pay off or payment of principal and interest, and compliance with covenants and other terms; and, uses and investment of the Company's cash balance, including dividends and share repurchases, which may be suspended, terminated or modified at any time for any reason by the Company, based on a variety of factors. Statements that are not historical facts, including statements about CMC’s beliefs, plans and expectations, are forward-looking statements. Such statements are based on current expectations of CMC’s management and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. Except as required by law, CMC undertakes no obligation to update forward-looking statements made by it to reflect new information, subsequent events or circumstances. The section entitled "Risk Factors" of this Annual Report on Form 10-K describes some, but not all, of the factors that could cause these differences.




PART I

ITEM 1. BUSINESS

OUR COMPANY

Cabot Microelectronics Corporation ("Cabot Microelectronics'', "the Company'', "us'', "we'', or "our'')CMC Materials, Inc., which was incorporated in the state of Delaware in 1999, is thea leading global supplier of high-performance polishing slurriesconsumable materials to semiconductor manufacturers and second largest supplierpipeline companies. We operate our business within two reportable segments: Electronic Materials and Performance Materials.
RECENT DEVELOPMENTS
Effective October 1, 2020, the Company changed its name from “Cabot Microelectronics Corporation” to “CMC Materials, Inc.” Our new name reflects our expanded product offerings and industries in which we participate following our acquisition of polishing pads usedKMG in fiscal 2019 (the “Acquisition”).
We completed the manufactureAcquisition on November 15, 2018 (“Acquisition Date”), and since then we have included the results of advanced integrated circuit (IC) devices withinKMG, which produces and distributes specialty chemicals and performance materials for the semiconductor industry, pipeline and adjacent industries, and industrial wood preservation industry, in our consolidated results. For additional information, refer to Note 4 of “Notes to the Consolidated Financial Statements” included in Item 8 of Part II of this Annual Report on Form 10-K.
In the fourth quarter of fiscal 2019, we made a process calleddecision to close KMG-Bernuth, Inc.’s (“KMG-Bernuth”) Matamoros, Mexico and Tuscaloosa, Alabama wood treatment facilities and cease participating in the wood treatment business by approximately the end of calendar year 2021, and focus our strategy and future capital investments on our core businesses. Leading up to the planned closure of the Matamoros and Tuscaloosa facilities, we intend to continue to operate the existing facilities and serve our wood treatment customers. For additional information, refer to Note 10 of “Notes to the Consolidated Financial Statements” included in Item 8 of Part II of this Annual Report on Form 10-K.
ELECTRONIC MATERIALS SEGMENT
The Electronic Materials segment consists of our chemical mechanical planarization (CMP).(“CMP”) slurries business, CMP ispolishing pads business, and our electronic chemicals business. These businesses supply consumable products used in integrated circuit (“IC”) device manufacturing and other aspects of the semiconductor and data storage industries.
IC devices, or "chips", are components in a polishingwide range of electronic systems for computing, communications, manufacturing and transportation. The multi-step manufacturing process used byfor IC devices typically begins with a circular wafer of pure silicon, then undergoes a process of alternating insulating and conducting layers until the desired wiring within the IC device manufacturers to planarize or flatten manyis achieved. At the conclusion of the multiple layers of material that are deposited upon silicon wafers inprocess, the production of advanced ICs.  Our products play a critical role inwafer is cut into the production of advanced semiconductor devices, helping to enable our customers to produce smaller, faster and more complexindividual IC devices, with fewer defects.  Our mission iswhich are then packaged to create value by delivering high-performingform individual chips. Consumers most frequently encounter IC devices in smart phones and innovative solutions that solve our customer's challenges.tablets, desktop or laptop computers, automotive applications, gaming devices, and televisions.

CMP SLURRIES AND CMP PADS
We currently operate predominantly in one industry segment – the development, manufactureThe Company develops, produces, and sale of CMP consumables products.  We develop, produce and sellsells CMP slurries for polishing manya wide range of the conducting, insulating and isolating materials used in IC devices, including tungsten, dielectric materials, copper, tantalum (commonly referred to as "barrier"), and aluminum, and for polishing thebare silicon wafers, as well as 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, we pursue demanding surface modification applications in other industries through our Engineered Surface Finishes (ESF) business.

PENDING ACQUISITION OF KMG CHEMICALS, INC.

On August 14, 2018, we entered into an Agreement and Plan of Merger ("Merger Agreement") with KMG Chemicals, Inc., a Texas corporation ("KMG"), and Cobalt Merger Sub Corporation, a Texas corporation and wholly owned subsidiary of Cabot Microelectronics ("Merger Sub"), providing for the acquisition of KMG by Cabot Microelectronics.  The Merger Agreement provides that, upon the terms and subject to the satisfaction or valid waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into KMG (the "Acquisition"), with KMG continuing as the surviving corporation and a wholly owned subsidiary of Cabot Microelectronics.  The Merger Agreement and the Acquisition were unanimously approved by the board of directors of each of Cabot Microelectronics and KMG.  At the effective time of the Acquisition, each outstanding share of KMG common stock, par value $0.01 per share ("KMG Common Stock"), other than shares owned by KMG, Cabot Microelectronics and their subsidiaries, dissenting shares, or shares subject to a KMG Equity Award (as defined below), will automaticallyOur CMP pads can be converted into the right to receive the following consideration (collectively, the "Merger Consideration"), without interest: $55.65 in cash (the "Cash Consideration"); and, 0.2000 shares of common stock of Cabot Microelectronics, par value $0.001 per share ("CMC Common Stock").  Based on the closing price of CMC Common Stock on November 9, 2018, the most recent practicable date prior to the date of this Report on Form 10-K, the Merger Consideration is approximately $1.5 billion, which will fluctuate as the market price of CMC Common Stock fluctuates because a portion of the Merger Consideration is payable in a fixed number of shares of CMC Common Stock. As a result, the value of the Merger Consideration upon completion of the Acquisition could be greater than, less than or the same as the value of the Merger Consideration on the date of this report. Cabot Microelectronics and KMG have each made customary representations, warranties and covenants in the Merger Agreement.  The Merger Agreement contains certain customary termination rights by either Cabot Microelectronics or KMG, including if the Acquisition is not consummated by February 14, 2019.  If the Merger Agreement is terminated under certain circumstances, KMG will be obligated to pay to Cabot Microelectronics a termination fee equal to $38.8 million in cash.

Immediately prior to closing, each restricted stock unit award relating to shares of KMG Common Stock (each, a "KMG Equity Award") granted prior to August 14, 2018 will vest (with any applicable performance targets deemed satisfied at the level specified in the applicable award agreement) and be cancelled in exchange for the Merger Consideration in respect of each share of KMG Common Stock underlying the applicable KMG Equity Award.  Each KMG Equity Award granted on or following August 14, 2018 will be converted into a corresponding award relating to shares of CMC Common Stock and continue to vest post-closing in accordance with the terms of the applicable award agreement (which will include vestingused on a qualifying terminationvariety of employment).

The consummation of the Acquisition is subject to customary closing conditions, including the adoption of the Merger Agreement by KMG's shareholders, the meeting for which is scheduled to occur on November 13, 2018.  Assuming such conditions are satisfied or validly waived, we expect the Acquisition to close in approximately mid-November 2018. 
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On August 14, 2018, in connection with the execution of the Merger Agreement, we entered intopolishing tools and wafers, over a commitment letter, dated as of August 14, 2018 (the "Commitment Letter"), with JPMorgan Chase Bank, N.A., Bank of America, N.A. and Goldman Sachs Bank USA (together with the additional commitment parties described below, the "Commitment Parties") and Merrill Lynch, Pierce, Fenner & Smith Incorporated, pursuant to which the Commitment Parties have committed to arrange and provide, subject to the terms and conditions of the Commitment Letter, a senior secured revolving credit facility in an aggregate principal amount of up to $200.0 million (the "New Revolving Facility") and a senior secured term loan facility in an aggregate principal amount of up to $1,065.0 million (the "New Term Loan Facility", and together with the New Revolving Facility, the "New Credit Facilities").  On September 4, 2018, we amended and restated the commitment letter to add BMO Harris Financing, Inc., U.S. Bank, National Association, HSBC Bank USA, N.A., and PNC Bank, National Association as additional commitment parties.  On November 1, 2018, we completed the syndication of the New Credit Facilities.  See Note 20 of the Notes to the Consolidated Financial Statements of this Report on Form 10-K for additional information regarding the anticipated terms of the New Credit Facilities.

CMP PROCESS WITHIN IC DEVICE MANUFACTURING

IC devices, or "chips", are components in a wide range of electronic systems for computing, communications, manufacturingtechnology nodes and transportation.  Consumers most frequently encounter IC devices in mobile internet devices (MIDs) such as smart phonesapplications, including tungsten, copper, and tablets, microprocessors, application processors and memory chips in their desktop or laptop computers, and in automotive applications, gaming devices, and digital televisions.  The multi-step manufacturing process for IC devices typically begins with a circular wafer of pure silicon, with the first manufacturing step referred to as a "wafer start".  A large number of identical IC devices, or dies, are manufactured on each wafer at the same time.  The initial 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.dielectrics.

Demand for CMP consumables products, including slurries and pads used in the production of IC devices is primarily based on the number of wafer starts by semiconductor manufacturers and the type and complexity of the IC devices they produce.  To enhance the performance of IC devices, IC device manufacturers have progressively increased the number and density of electronic components and wiring layers in each IC device.  This is typically done in conjunction with shrinking the key dimensions on an IC device from one technology generation, or "node," to another.  As a result, the number of transistors, wires and the number of discrete wiring layers have increased, increasing the complexity of the IC device and the related demand for (“CMP consumables products.  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 consumablesconsumables”) are used to remove excess material that is deposited during the IC manufacturing process and to level and smooth the surfaces of the layers of IC devices via a combination of chemical reactions and mechanical abrasion, leaving minimal residue and defects on the surface, with only the material necessary for circuit integrity remaining. CMP slurries are liquid solutions generally composedenables IC device manufacturers to produce smaller, faster, and more complex IC with a greater density of high-purity deionized water and a proprietary mixtransistors. CMP also helps reduce the number of chemical additives and engineered abrasives that chemically and mechanically interact at an atomic level withdefective or substandard IC devices, which increases the surface material on the wafer.  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.  Grooves are formed into the surface of the pad to facilitate distribution of the slurry.  The CMP process is performed on a CMP polishing tool.  During the CMP process, the wafer is held on a rotating carrier, which is pressed down against a CMP pad.  The CMP pad is attached to a rotating polishing table that spins in a circular motion in the opposite direction from the rotating wafer carrier.  A CMP slurry is continuously applied to the polishing pad to facilitate and enhance the polishing process.  Hard disk drive and silicon wafer manufacturers use similar processes to smooth the surface of substrate disks.

device yield. 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 manufacturerand generally requires the productslurries and pads to be qualified in its processes through an extensive series of tests and evaluations.  These qualifications are intended to confirm that the CMP consumable product will function properly within the customer's overall manufacturing process.  These tests and evaluations 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 assess thequality, cost, time required, and impact on production when they consider implementing or switching to a new CMP slurry or pad.

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ELECTRONIC CHEMICALS
CMP enables IC device manufacturers to produce smaller, faster and more complex IC devices with a greater density of transistors and otherIn our electronic components.  With smaller IC devices, IC device manufacturers can increase the number of IC devices that fit on a wafer, which increases their throughput, or the number of IC devices that can be manufactured in a given time period.  CMP also helps reduce the number of defective or substandard IC devices produced, which increases the device yield.  Producing more complex and higher performing IC devices increases the value of the wafers processed.  Improvements in throughput, yield and value per wafer improve the return on an IC device manufacturer's significant investment in manufacturing capacity, which is a high priority.  More broadly, sustained growth in the semiconductor industry traditionally has been fueled by enhanced performance and lower unit costs, making IC devices more affordable in an expanding range of applications.  We believe CMP remains a critical process in leading-edge semiconductor technology, enabling IC device manufacturers to efficiently produce the complex chips, particularly where higher performance may now be accompanied by higher unit costs.

PRECISION POLISHING

Through our ESFchemicals business, we are applying our technical expertise in polishing techniquesoffer semiconductor-grade wet chemicals with purities that extend to demanding applications in other industries where shaping, enabling and enhancing the performance of surfaces is critical to success, such as for precision optics and electronic substrates, including silicon and silicon-carbide wafers.

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 wholly-owned subsidiary, QED Technologies International, Inc. (QED), is a leading provider of deterministic finishing technology for the precision optics industry.  We believe precision optics are pervasive, serving several large existing industries such as semiconductor equipment, aerospace, defense, biomedical, research and digital imaging.


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INDEX
OUR PRODUCTS

CMP CONSUMABLES FOR IC DEVICES

We develop, produce and sell CMP slurries for polishing a wide range of materials that conduct electrical signals, including tungsten, copper, tantalum (commonly referred to as "barrier"), which is used in copper wiring applications, and aluminum.  Slurries for polishing tungsten are used in the production of advanced memory applications, including mobile and server applications transitioning from traditional planar, or 2D NAND memory, to 3D NAND.  Tungsten slurries are also used in advanced logic devices for a multitude of end use applications including MIDs such as smart phones and tablets, gaming devices, and in high-performance computing and artificial intelligence, as well as in legacy logic applications such as those used in automobiles and connected communication devices.  Tungsten slurries are also used in some of the most advanced technologies, such as 3D memory and FinFET for advanced logic IC devices.  Slurries for polishing copper and barrier materials are used in the production of advanced IC logic devices such as microprocessors for computers, and devices for graphic systems, gaming systems and communication devices, as well as in the production of advanced memory 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.  Slurries for polishing aluminum are used in certain advanced transistor gate structures.  We offer multiple products for each technology node to enable different integration schemes depending on specific customer needs.

We also develop, manufacture and sell slurry products used to polish the dielectric insulating materials that separate conductive layers within logic and memory IC devices.  Some of our slurry products for these materials are used in mature, high volume polishing applications called Interlayer Dielectric, or ILD, in the production of both logic and memory devices.  Our more advanced dielectrics products are designed to deliver higher throughput, improved defectivity, and lower cost of ownership than required in traditional ILD applications, as well as to meet the more stringent and complex performance requirements of lower-volume, more specialized dielectrics polishing applications at advanced technology nodes.  Some of the applications for advanced dielectrics slurries include shallow trench isolation (STI), "stop on poly" or "stop on nitride" isolation, bulk oxide polishing, and polishing of various dielectrics in advanced transistor designs.

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 both technologies are required by our customers to deliver their intended result and utilize the same technical and sales infrastructure.  Our polishing pad product portfolio includes pads utilizing both thermoset and thermoplastic polyurethane pad material.parts-per-trillion (ppt) level. We produce and sell pads that can behigh-purity process chemicals through the formulation, purification, and blending of acids, solvents, and other wet chemicals primarily used onto etch, clean, and dry silicon wafers during the production of semiconductors, photovoltaics (solar cells), and flat panel displays.
Our electronic chemicals products include sulfuric, phosphoric, nitric and hydrofluoric acids, ammonium hydroxide, hydrogen peroxide, isopropyl alcohol, other specialty organic solvents and various blends of chemicals. As the IC manufacturing process moves to more advanced technology nodes and the complexity of the process continues to increase, quality and purity of the materials becomes even more critical to the device yield. Increasing levels of purity and achieving lower levels of variation in our electronic chemicals business are required to enable next-generation IC technologies. Our advanced chemical purification technologies, including distillation, ion exchange, gas adsorption, and filtration, are designed to provide consistently low contaminant levels in a variety of polishing tools, over a range of applications, including tungsten, copper, and dielectrics, over a range of technology nodes, and on both 300mm and 200mm wafers.

CMP CONSUMABLES FOR THE DATA STORAGE INDUSTRY

We develop, produce and sell CMP slurries for polishing certain materials that are used in the production of 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 rigid disk coatings, resulting in greater storage capacity of the hard disk drive systems, and improves the production efficiency of manufacturers of hard disk drives.

PRECISION OPTICS PRODUCTS

Through our QED subsidiary, we design and produce precision polishing and metrology systems for advanced optics 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 artisanal processes, and variability has been common.  QED has automated the polishinghigh-purity process for advanced optics to enable 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 that employs magnetic fluids and sophisticated computer technology to polish a variety of shapes and materials.  QED's metrology systems use proprietary Subaperture Stitching Interferometry (SSI) technology, which captures precise metrology data for large and/or strongly curved optical parts.  SSI technology includes proprietary Aspheric Stitching Interferometry (ASI), which is designed to measure increasingly complex shapes, including non-spherical surfaces, or aspheres.  QED's products also include MRF polishing fluids and MRF polishing components, as well as optical polishing services and polishing support services.


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STRATEGY

We collaborate closely with our customers to develop and manufacture products that offer innovative and reliable solutions to our customers' challenges, and we strive to consistently and reliably deliver and support these products around the world through what we believe is a robust global infrastructure and supply chain.chemicals. We continue to focus onwork to develop industry-leading metrology and analytical methods to measure the execution of our primary strategies related to technology leadership, customer collaboration and supply chain excellence.purity levels achieved.

STRATEGY
STRENGTHENING AND GROWING OUR CORE CMP CONSUMABLES BUSINESS

Delivering Innovative and High-Performing Solutions:  We believe that technologyTechnology and innovation are vital to success in our CMP consumablesElectronic Materials business, and we devote significant resources to research and development. We believe our focused effort on advanced technologies with technology-leading customers enables us to provide more compelling new products as semiconductor devices continue to advance. We focus our research and development activity to deliver innovative CMP consumablesconsumable products for advanced applications for our technology-leading customers. We have establishedstrategically located our research and development and clean room facilities, in Japan, Singapore, South Korea, Taiwan,manufacturing operations, and the United Statesrelated quality, field application, technical and customer support teams to meetbe responsive to our customers' technology needs, onwhich we believe provides us with a global basis.

competitive advantage.
We believe an example of our ability to deliver innovative products for advanced applications is the growth we saw in revenue in fiscal 2018 from certain of our tungsten and dielectrics slurry products used in 3D memory, and tungsten slurry products for FinFET in advanced logic, as well as growth in revenue from our pads products.  We believe our focused effortalso focus on advanced technologies with technology-leading customers will enable us to provide more compelling new products as technology continues to advance.  In addition, we believe our polishing pads product area represents a promising opportunity for continued growth.  We believe that the combination of pad technology and products from our NexPlanar acquisition with our organic pad technology and products enables us to better serve the needs of our customers on a global basis, including the ability to offer performance-differentiated CMP slurry and pad consumable sets.

Close Collaboration with Our Customers:  We believe that building close relationships with our customers is essential to achieving long-term success in our business.customers. We collaborate with our customersthem to identify and deliver new and improved CMP solutions, to integrate our products into their manufacturing processes, and to assist them with supply, warehouse and inventory management.  Our customers demand a highly reliable supply source, and we
We believe we have aanother competitive advantage because of our ability to timely deliver high-quality products and service from the early stages of product development through the high-volume commercial use of our products.  We have strategically located our research and development and clean room facilities, manufacturing operations, and related technical and customer support teams to be responsive to our customers' needs, and believe they provide us with a competitive advantage.

We believe the several supplier excellence awards we received from our customers in fiscal 2018 are evidence of our commitment to, and success in, delivering high-performing and high-quality products to our customers through close collaboration with them.  These awards recognized our product quality and reliability, our technology leadership, and our customer support capabilities.  Our global business teams are focused on a range of projects with our customers to address specific business opportunities for advanced technologies.

Robust Global Supply Chain:  We believe thatis product and supply chain quality is critical to success in our business.quality. Our customers demand continuous improvement in the performance of our products, in terms of product performance, quality and consistency. We striveIn pursuit of this, we work to reduce variation incontinuously improve and innovate with respect to our own products, and processes in order to increase quality, productivity and efficiency, and improve the uniformity and consistencyas part of performancethat, we require our raw materials suppliers, who provide us with certain important elements of our CMP consumables products.  Variability reduction becomes more importantslurries, pads and electronic chemicals, to our customers as technology advances.  Our global manufacturing sites are managed to providedo the people, training and systems needed to support stringent industry demands for product quality.  To support our quality initiative, we use Six Sigma, a systematic, data-driven approach and methodology for improving quality by reducing variability, across our Company. We believe our use of Six Sigma has contributed to lower variability in our products and sustained improvement in productivity in our operations.

We also believe that continuous improvement and variation reduction in our global supply chain are critical to our success and the success of our customers.same. We believe our capabilities in supply chain management and quality systems differentiate us from our competitors.  We believecompetitors, and that our worldwide CMP consumables manufacturing plants and global network of suppliers also provide supply chain flexibility as needed.

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ENGINEERED SURFACE FINISHES

Beyond In our core CMP consumables business through our ESFelectronic chemicals business, we developare responsible for product performance, purity levels and provide products for demanding polishing applicationsanalytical testing, and in other industries, such as in precision opticsour view, our ability to maintain high quality levels and electronic substrates.  Our QED subsidiary continues to be the technology leader in deterministic finishing for the precision optics industry.  QED's polishing and metrology technology enables customers to replace manual processes with automated solutions that provide more precise and repeatable results.  Another aspect of our ESF businesssuperior supply chain process is the polishing of electronic substrates, including silicon and silicon-carbide wafers.  CMP is utilized in the production of these wafers to ensure they meet the stringent specifications required by IC manufacturers.


a competitive advantage.
INDUSTRY TRENDS

SEMICONDUCTOR INDUSTRY

We believeDemand within the semiconductor industry continues to exhibit various trends. The demand within the semiconductor business is driven primarily by MIDs, secondarily bysmart phones, tablets, personal computers (PCs)(“PCs”), as well asservers, and a wide range of other electronic applications, including high-performance computing and artificial intelligence. TheOver time, overall semiconductor industry demand has shown fluctuation influctuated as a result of numerous factors, including the overall industrychanging mix of demand consolidation of our customer base,drivers, semiconductor fab utilization, pressure to reduce costs, and slowerthe pace of technology advancement.

We have discussedOver the past several years there has been a significant shift in semiconductor industry demand over the past several years from IC devices for PCs to MIDs.  Demand for MIDs is largely consumer-based, versus more enterprise-basedhand-held consumer electronic devices. Future demand for PCs, and this shift introduced fluctuations in semiconductor industry demand.  For example, the semiconductor industry experienced relatively strong demand conditions during the second half of our fiscal 2016 through the end of our fiscal 2018 following soft demand conditions during the first half of our fiscal 2016.  Industry reports suggest demand during our fiscal 2018 was primarily driven by a robust memory market, generally due to the growing requirements for storage in a wide range of end-use applications, as well as strengthening of demand for certain logic applications.  There are several factors that could drive future industry growth: the ongoing transition from traditional planar, or 2D, memory to advanced 3D memory for mobile, server, and PC applications; expected need for advanced semiconductor devices foris expected to be driven by applications such as high performance computing, virtual and augmented reality, smart phone applications,artificial intelligence, and artificial intelligence;5G; demand for greater connectivity with wearables, peripherals, and the internet of things;things, and increased semiconductor content in automobiles; and semiconductor industry development in China.  Weautomobiles. While demand conditions may fluctuate, we continue to believe that semiconductor industry demand will grow over the long term based on increased usage of IC devices in existing applications, as seen in fiscal 2020 due to increased technology needs and renewed demand for PC’s due to “work from home” and remote learning as a result of the Pandemic, as well as future applications.

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Over a number ofthe past several years, we have seen ourconsolidation in the customer base within the semiconductor industry consolidate as larger semiconductor manufacturers have generally grown faster than the smaller ones, through mergers and acquisitions as well as through alliances among and between different companies.industry. Costs to achieve the required scale in manufacturing within the semiconductor industry continue to rise, along with the related costs of research and development, and larger manufacturers generally have greater access to the resources necessary to manage their businesses, than do smaller ones.  This trend is particularly evident in capital spending within the industry, as the largest semiconductor companies account for an increasingly large portion of total capital spending in the industry compared to the past.

businesses.
As demand for more advanced and lower cost electronic devices grows, there is continuedongoing pressure on IC device manufacturers to reduce their costs. Manufacturers have historically reduced cost and simultaneously improved device performance by migrating to smaller technology nodes. To achieve performance and cost improvements, semiconductor manufacturers are placing greater emphasis on new device architectures, including 3D memory and FinFET. Many manufacturers reduce costs by pursuing ever-increasing scale in their operations, while seeking to reduce their production costs by increasing their production yields regardless of their scale.  Thus, they look for CMP consumables products with quality and performance attributes that can help them reduce their overall cost of ownership, pursue ways to use smaller amounts of CMP materials, and aggressively pursue price reductions for these materials.

Manufacturers also have historically reduced cost, and simultaneously improved device performance, by migrating to smaller technology nodes. However, as the industry continues to shrink dimensions, leading edge technology node transitions are becoming more challenging due to technical and physical obstacles, and the pace of technology change has slowed. ToThus, they look for semiconductor materials products, such as CMP consumables and electronic chemicals, to help enable the achievement of technology progression with quality and performance attributes that can help them achieve their overall performance targets, cost structure, and cost improvements, semiconductor manufacturers are placing greater emphasis on new device architectures, including 3D memory and FinFET.  Industry commentary suggests that approximately 50% of the NAND market has been converted to 3D memory, and the industry transition is expected to continue over the next several years, providing additional anticipated momentum to memory growth.  The capacity of 3D NAND and DRAM continued to expand, primarily in Korea and China, as demand remained robust and DRAM capacity continued to be tight. We believe semiconductor manufacturers will continue to depend upon highly engineered materials in these new architectures, requiring innovative CMP solutions.drive yield improvement.
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CMP CONSUMABLES INDUSTRY

DEMAND
Demand for our CMP consumables is primarily driven by wafer starts, so the CMP consumables industryand electronic chemicals products reflects semiconductor industry demand patterns in terms of growth, cyclicality and seasonality, and varying demand for specific device types. We saw stronger demand starting in the second half of fiscal 2016 through fiscal 2018, which was consistentConsistent with other participants in the semiconductor industry.  Our revenue generatedindustry, we experienced relatively stable demand conditions in China and Korea duringour fiscal 2018 increased 30% and 43%, respectively, from fiscal 2017, which is attributable to semiconductor growth in China and overall growth in2020 despite global macroeconomic uncertainty caused by the memory market.Pandemic. Over the long term, we anticipate worldwide demand for CMP consumables and electronic chemicals used by IC device manufacturers willto grow as a result of expected long-term growth in wafer starts, and the trend to more advanced technologies andtechnologies. With respect to CMP consumables, we believe there will continue to be an associated increase in the number of CMP polishing steps required to produce these advanced devices, and the introduction of new materials that are expected to require CMP.

We expect the anticipated long-term growth in demand With respect to electronic chemicals, we believe there will be partially mitigated by continued efficiency improvements in CMP consumables usageincreasing demand as customers seekare transitioning to reduce their costs.  As discussed above, semiconductor manufacturers look for ways to lower the costadvanced technology nodes, which require an increasing number of CMP consumables in their production operations, including improvements in technology, dilution of slurry, use of concentrated slurry products, or reduction of slurry flow rate, to reduce the total amount of slurryprocessing steps used on each wafer and to extend pad life.  In addition, CMP demand also depends upon the specific mix of IC device demand, since the intensity of CMP usage varies by IC device type.

We believe that CMP technical solutions are becoming more complex,materials with advanced technologies generally requiring greater customization of CMP slurry products by customer, tool set and process integration approach.  As a result, we generally see customers selecting suppliers earlier in their development processes and maintaining preferred supplier relationships through production.  Therefore, we believe that close collaboration with our customers early in the development cycle offers the best opportunity for optimal CMP solutions.  We also believe that research and development programs with customers and suppliers continue to be vital to our success as we develop and commercialize innovative, high-performing and more cost-effective CMP solutions.

higher purity levels.
COMPETITION

We compete in the CMP consumables sector,semiconductor industry, which is characterized by advances in technology andadvances, demanding requirements for product quality and consistency.consistency, and lower cost of ownership. We face competition from other CMP consumables suppliers. suppliers of electronic materials.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 inthe leading global supplier of CMP slurries, and to continue to grow our business in CMP pads.  We believe we have the experience, scale, capabilities and infrastructure that are required for success, and we work closely with technology-leading customers in the semiconductor industry to meet their growing expectations as a trusted business partner.

broad range of innovative solutions. Our CMP slurry competitors range from small companies that compete with a single product or in a single geographic region, to divisions of global companies with multiple lines of CMP products, and we believe we are the leader in CMP slurries.  In our view, we are the only CMP slurry supplier today that serves a broad range of customers by offering and supporting a full line of CMP slurry solutions for all major applications, with a proven track record of supplying these products globally in high volumes with the requisite high level of technical support services.

products. With respect to CMP polishing pads, a division of DowDuPontDuPont has held the leading position in this area for many years. We believe we are the second largest supplier of CMP polishing pads to the industry.  A number ofSeveral other companies also participate in this area ofCMP consumables.
For our electronic chemicals business, there are various competitors with whom we compete in different regions. In North America, these include Honeywell, Kanto Corporation and Avantor. Outside the CMP consumables business.United States (U.S.), other providers in Europe are BASF, Technic and Honeywell, and in Asia, BASF and Kanto Corporation, among others. We believe that the combination of our existing pad technologybusiness in Europe is comparable to other providers, and products with those from our acquisition of NexPlanarother than in 2015 enable us to meet our customers' needs for lower defectivity, greater pad consistency, and longer pad life.  In addition,Singapore, at present we believe that our full array of polishing pads offerings enables us to better serve our customers on a global basis, including our performance-differentiated slurry and pad consumable sets.

Our QED subsidiary operatesdo not participate materially in the precision optics industry.  There are few direct competitors of QED and we believe its technology is unique and provides a competitive advantage to customersbusiness in the precision optics industry, which still relies heavily on traditional artisanal methods of fabrication.


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Asia.
CUSTOMERS, SALES, AND MARKETING

Within the semiconductor industry, our customers are generally producers of logic or memory IC devices, or providers of IC foundry services. Some logic customers, and so-called "fabless" companies, outsource some or all of the production of their devices to foundries, which provide contract manufacturing services, in order to avoid the high cost of process development, construction and operation of a fab, or to provide additional capacity when needed.

We believe the primary influences of our customers' CMP consumables buying decisions are: overall cost of ownership, which represents the cost to purchase, use and maintain a product; product quality and consistency; product performance and its impact on a customer's overall yield; engineering support; and, supply assurance.  We believe that greater customer expertise within the CMP process, more challenging integration schemes, additional and unique polishing materials, and cost pressures will continue to increase demands on CMP consumables suppliers like us.

We use a collaborative approach to build close relationships with our customers in a variety of areas, and we have customer-focused teams in each major geographic region.  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 technology-leading customers on emerging applications years before the products are requiredby the market.We also have development teams that interact closely with these customers, using our research and development facilities and capabilities to design CMP products tailored to their 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, warehouse and inventory management services for our customers.

We market our products primarily through direct sales to our customers, although we use distributors in certain areas. We believe this strategy of primarily direct sales provides us an additional means to collaborate closely with our customers and provides our customers with the most efficient means by which to procure our products.

Our QED subsidiary supports customers in the semiconductor equipment, aerospace, defense, research, biomedical and digital imaging industries.  QED counts among its worldwide customers leading precision optics manufacturers, major semiconductor original equipment manufacturers, research institutions, and contractors to the United States and other governments.

In fiscal 2018, our five largest customers accounted for approximately an aggregate 57% As part of our revenue, with Samsung, Taiwan Semiconductor Manufacturing Company (TSMC)sales process, our logistics and SK Hynix Inc. accountingsales personnel provide supply, warehouse and inventory management services for approximately 18%, 12%, and 10%, respectively, of our revenue. customers.
For additional information on our customers, refer to Note 2 of the "Notes“Notes to the Consolidated Financial Statements"Statements” included in Item 8 of Part II of this Annual Report on Form 10-K.

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RESEARCH, DEVELOPMENT AND TECHNICAL SUPPORT

We believe that technology is vital to success in our CMP and ESF businesses, and we plan to continue to devote significant resources to research, development and technical support (R&D), and balance our efforts between shorter and longer-term market needs.  We focus our R&D efforts on product innovation at leading-edge applications for our technology-leading customers.  We develop new and enhanced CMP solutions tailored to these customers' requirements using our expertise in chemical formulation, materials science, product engineering and manufacturing technology.  We work closely with these 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 focused on five main areas that span the early stage of product development involving new materials, processes and designs several years in advance of commercialization, to continuous improvement of already commercialized products in daily use in our customers' manufacturing facilities:

Research related to fundamental CMP technology;
Development of new and enhanced CMP consumables products, including collaboration on joint development projects with technology-leading customers and suppliers;
Process development to support rapid and effective commercialization of new products;
Technical support of our CMP products in our customers' research, development and manufacturing facilities; and,
Development of polishing and metrology applications outside of the semiconductor industry.

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Our research in CMP slurries and pads addresses a breadth of complex and interrelated performance criteria that relate to the functional performance of IC devices, our customers' manufacturing yields, and their overall cost of ownership.  We design slurries and pads that are capable of polishing one or more materials of differing hardness, sometimes at the same time, that comprise the semiconductor circuitry.  In addition, our products must achieve the desired surface conditions at high polishing rates, high processing yields and low consumables costs in order to provide acceptable cost of ownership for our customers.  As technology advances and semiconductor materials and designs increase in complexity, these challenges require significant investments in research, development and technical support (“R&D.

We also commit&D”), and we plan to continue to devote significant resources to R&D, resources toand balance our ESF business.  Products under development in this area include products used to polish silicon wafers to improve the surface quality of these wafersefforts between shorter and reduce the customers' total cost of ownership.

We believe that our technology provides us with a competitive advantage, and that our investments in R&D provide us with polishing and metrology capabilities that support the most advanced and challenging customer technology requirements.  In fiscal years 2018, 2017 and 2016, we incurred approximately $52.0 million, $55.7 million and $58.5 million, respectively, in R&D expenses.  Investments in property, plant and equipment to support our R&D efforts are capitalized and depreciated over their useful lives.

longer-term industry needs.
Our global R&D team includes experts from the semiconductor industry and scientists and engineers from key disciplines required for the development of high-performance CMP consumable products. We operate anCMP consumable product R&D facilityfacilities primarily in Aurora, Illinois, that features a Class 1 clean roomthe U.S., with certain development capabilities in Taiwan and advanced equipmentSouth Korea, in Singapore for data storage, and in Japan for silicon wafer products. We also operate electronic chemicals product development including 300mm polishingfacilities in the U.S., Europe, and metrology capabilities; a facility in Japan, which includes a Class 1 clean room with 300mm polishing, metrology and slurry development capabilities; a facility in Taiwan that includes a clean room with 200mm polishing capability; a facility in South Korea that provides slurry formulation capability and 300mm polishing capability; an R&D laboratory in Singapore that provides polishing, metrology and slurry development capabilities for the data storage industry; and, a research facility in Rochester, New York that supports our QED business.  These facilities underscore our commitment to continuing to invest in our technology infrastructure to maintain our technology leadership and to be responsive to the needs of our customers.


Singapore.
RAW MATERIALS SUPPLY

Engineered abrasive particles are significant raw materials we use in many of our CMP slurries. Our strategy is to secure various sources of different raw materials, as appropriate, to enable the desired performance of our products, and monitor those sources as necessary to provide supply assurance. Also, weWe have entered into multi-year supply agreements with a number ofseveral suppliers for the purchase of raw materials in the interest of supply and quality assurance, and to control costs.
In our electronic chemicals business, we rely on a variety of suppliers for our raw materials, some of which we purchase pursuant to purchase orders, and others which we purchase under supply contracts. The number of suppliers is often limited, particularly as to the specific grade of raw material required by us to supply high purity products to our customers.
PERFORMANCE MATERIALS SEGMENT
Our Performance Materials segment includes our pipeline and industrial materials (“PIM”) business, wood treatment business, and precision optics business. We are a leading global provider of products, services, and solutions for optimizing pipeline throughput and maximizing performance and safety. Our PIM products include drag-reducing agents (“DRAs”), valve greases, cleaners and sealants, and related equipment supporting pipeline and adjacent industries. We also provide routine and emergency maintenance services as well as training for customers in the pipeline and adjacent industries worldwide. Through QED Technologies International, Inc. (“QED”), our precision optics business, we serve the precision optics industry with capital equipment, consumables, and services. KMG-Bernuth operates the wood treatment business, which manufactures and sells wood treatment preservatives made from pentachlorophenol (“penta”).
PIM PRODUCTS AND SERVICES
We are a leading global provider of performance products and services to pipeline companies. We supply DRAs, valve greases, cleaners and sealants, and related services and equipment, including routine and emergency valve maintenance services and training, to customers in the pipeline and adjacent industries. Our PIM products and services provide value-added specialty products that optimize pipeline efficiency, lower operating costs, and enhance safety. We operate facilities for the manufacture, formulation and distribution of our products in the U.S. and Canada. Our PIM products are sold under the brands Flowchem, Sealweld, and Val-Tex.
We provide polymer-based DRAs for crude oil transmission. We have several product offerings to meet specific customer needs depending on the physical properties of the oil being pumped and various geographic climate conditions. Our products provide benefit to our customers by reducing the pressure loss in a pipeline due to turbulent flow within it. This allows pipeline operators to maximize product flow while maintaining safe operating pressure and reducing energy consumption.
We develop, manufacture, and sell products used for maintaining and extending the operational lifespan of lubricated isolation valves. We also service valves inline and under pressure through our field services division and provide accredited training to customers in the pipeline and adjacent industries globally.
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QED
QED is a leading provider of deterministic finishing and advanced measurement technology to the precision optics industry. We design and produce precision polishing and metrology systems for advanced optics applications that allow customers to attain near-perfect shape and surface finish on a range of optical components such as mirrors, lenses and prisms. QED's products also include magneto-rheological polishing fluids, consumables, spare and replacement parts, as well as optical polishing services and other customer support services. We are applying our technical expertise in polishing techniques to applications in other industries where shaping, enabling, and enhancing the performance of surfaces is critical to success. We believe precision optics are pervasive, serving several large existing industries such as semiconductor equipment, aerospace, defense, biomedical, research and digital imaging.
WOOD TREATMENT
The wood treatment preservatives business supplies penta-based products to industrial customers in the U.S. and Canada who use this preservative to pressure treat utility poles and crossarms to extend their useful life by protecting against insect damage and decay. Penta products include solid blocks, which are manufactured by KMG-Bernuth at its facility in Matamoros, Mexico, and penta concentrate liquid that is processed from penta blocks at KMG-Bernuth’s plant in Tuscaloosa, Alabama. We are the only manufacturer of penta-based preservatives in North America.
In the fourth quarter of fiscal 2019, we made a decision to close KMG-Bernuth’s Matamoros, Mexico and Tuscaloosa, Alabama wood treatment facilities and cease participating in the wood treatment business by approximately the end of calendar year 2021, and focus our strategy and future capital investments on our core businesses.Leading up to the planned closure of the Matamoros and Tuscaloosa facilities, we intend to continue to operate the existing facilities and serve our wood treatment customers. For additional information, regarding these agreements, refer to "Tabular DisclosureNote 9 and Note 10 of Contractual Obligations",“Notes to the Consolidated Financial Statements” included in "Management's Discussion and Analysis of Financial Condition and Results of Operations," in Item 78 of Part II of this Annual Report on Form 10-K.

STRATEGY

Our strategy for our Performance Materials segment focuses on expanding the PIM business, delivering high quality products to our customers, and driving demand for our products.
PIM PRODUCTS AND SERVICES
We focus on providing superior customer service to our customers while delivering consistent, high quality DRA products that meet their needs at a competitive price. We intend to continue to serve current customers as they bring new capacity online and to grow our business through attracting and serving new customers. In addition, we continue to develop other products focused on the pipeline transmission area for which we believe DRAs can serve currently unmet needs.
Additionally, we continue to work to drive demand for our products by promoting valve best practices to energy industry operators that align with current and trending global regulations and sustainable practices. Our primary focus is the promotion of our critical sealing products as an alternative to more costly mechanical solutions for achieving isolation in aged infrastructure.
QED
Our focus for QED is to provide innovative and industry-leading products and services to the precision optics industry. We continue to drive demand for our products to new and existing customers by developing new equipment and capabilities, pursuing emerging applications, and communicating the unique value offered by our products.
DEMAND
PIM PRODUCTS AND SERVICES
Demand for our PIM products and services is driven by new pipeline construction, increasing rate of adoption, oil and gas production capacity, and focus on safety for the aging infrastructure. Demand for our PIM products decreased significantly in the second half of fiscal 2020 as a result of the Pandemic and the related extreme global reduction in and restrictions related to plane, automotive, and industrial activity.
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QED
Demand for products produced by QED is typically driven by the trends in the underlying industries that utilize precision optics, such as semiconductor equipment, aerospace, defense, research, biomedical, and digital imaging. Since our primary QED business is the sale of capital equipment, our results are typically affected by levels of capital spending in these industries. Historically, capital spending is cyclical, and is impacted by general macroeconomic conditions, government spending and policies, as well as industry-specific trends and dynamics.
COMPETITION
In our PIM business, LiquidPower Specialty Products Inc. holds a leading position in DRAs, with Baker Hughes as another primary provider. For our additional PIM products and services, however, participants include numerous other businesses with none appearing to hold a leadership position.
In QED, there are few direct competitors but we believe our technology is unique and provides a competitive advantage to customers in the precision optics industry, which still relies heavily on traditional artisanal methods of fabrication.
In our wood treatment business, we are the only manufacturer of penta-based wood treatment preservatives in North America.
CUSTOMERS, SALES, AND MARKETING
PIM PRODUCTS AND SERVICES
We provide DRAs to several major mid-stream pipeline transmission companies both domestically and internationally. We have a U.S.-based sales network, a U.S.-based transportation and logistics operations, and a global network of distributors and agents to manage the sales and delivery of our products. For our additional PIM products and services, we market and sell to pipeline and adjacent industry customers, such as service companies, and major utility distribution companies via direct sales and channel partners.
QED
QED supports customers in the semiconductor equipment, aerospace, defense, research, biomedical, and digital imaging industries. QED counts among its worldwide customers leading precision optics manufacturers, major semiconductor original equipment manufacturers, research institutions, and contractors to the U.S. and other governments.
WOOD TREATMENT
We are the only manufacturer of penta-based wood treatment preservatives in North America and only supply penta to customers in the U.S. and Canada. We do not have other products or business in this area.
RESEARCH, DEVELOPMENT AND TECHNICAL
For our PIM products, we focus our U.S.-based research and development activities on both improving existing product performance as well as developing new products and technologies to serve our customers’ needs.
For QED, R&D activities are primarily focused on the development of new polishing and metrology capabilities, as well as additional capabilities for our polishing services group.
RAW MATERIALS SUPPLY
For both our PIM products and our wood treatment products, we depend on outside suppliers for the raw materials needed to produce them and are subject to fluctuations in the price of those materials, which we purchase from a limited number of suppliers. Most of QED’s is capital equipment-based, thus, there are minimal raw material supply issues that we face within this business unit.
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INTELLECTUAL PROPERTY

We believe our intellectual property is important to our success and ability to compete, and in addition to it, we also differentiate our products and technology by their high quality and reliability, and our quality systems, global supply chain and logistics. As of October 31, 2018,2020, we had 1,3191,301 active worldwide patents, of which 276 are268 U.S. patents, and 410344 pending worldwide patent applications, of which 45 are in the United States.  U.S.
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.  We refresh our intellectual property on an ongoing basis through continued innovation.  As an example, we have had patent coverage that was important to some of our legacy business, and continue to have significant other patents that protect this technology and other legacy and advanced technology with a range of duration. We attempt to protect our intellectual property rights through a combination of patent, trademark, copyright and trade secret laws, use of certain manufacturing technologies, exclusive contractual arrangements with suppliers, and with employee and third party-nondisclosure and assignment agreements. We refresh our intellectual property on an ongoing basis through continued innovation. We vigorously protect and defend our intellectual property and have been successful in this regard.

Most of our intellectual property has been developed internally, but we also may acquire intellectual property from others to enhance our intellectual property portfolio. These enhancements may be via licenses or assignments, or we may acquire certain proprietary technology and intellectual property when we make acquisitions. We believe these technology rights can enhance our competitive advantage by providing us with future product development opportunities and expanding our intellectual property portfolio.


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ENVIRONMENTAL, SAFETY AND HEALTH AND OTHER REGULATORY MATTERS
ENVIRONMENTAL, SAFETY AND HEALTH MATTERS

Our facilities and operations are subject to various environmental, safety, and human health laws and regulations, both at a federal and state or local level, including those relating to air emissions, wastewater discharges, chemical manufacture and distribution, the handling and disposal of solid and hazardous wastes, storage and disposal, and various other occupational safety and health.health matters. Governmental authorities can enforce compliance with their regulations, and violators may be subject to civil, criminal, and administrative penalties, injunctions, or both. We believe that our facilities are in substantial compliance with applicable environmental laws and regulations. Our major operations in the United States,U.S., Japan, Singapore, South Korea, Taiwan, France, Italy, and Taiwanthe United Kingdom are certified under current ISO 14001 Environmental and OHSAS 18001 Safety and Health standards, which requiresrequire that we implement and operate according to various procedures that demonstrate waste reduction, energy conservation, injury reduction and other environmental, health and safety and sustainability objectives. We have achieved certification under the revised ISO 14001 standards and are now actively pursuing certification under revised OHSAS 18001 standards that will transition to ISO 45001 standards over the next three years. We have incurred, and will continue to incur, capital and operating expenditures and other costs in complying with environmental,, safety and health laws and regulations in the United StatesU.S. and other countries in which we do business, but we do not expect these costs will be material. For additional information, refer to “Item, 1A. Risk Factors”, Item 3 “Legal Proceedings”, and Note 20 of “Notes to the Consolidated Financial Statements” included in Item 8 of Part II of this Annual Report on Form 10-K.

EMPLOYMENT AND LABOR RELATIONS MATTERS
We are subject to numerous foreign, federal, state and local government laws and regulations governing our relationships with our employees, including those relating to minimum wage, overtime, working conditions, hiring and firing, non-discrimination, work permits and employee benefits. We believe that our operations are conducted in compliance in all material respects with such laws and regulations. We have not experienced any significant work stoppages or disruptions to our business relating to employee matters. We believe that our relationship with our employees is good. For additional information, refer to “Item, 1A. Risk Factors.” and Item 1, Business, Environmental, Safety and Health and Other Regulatory Matters -- “Employees and Talent (Human Capital) Management.”
IMPORT AND EXPORT CONTROL AND RELATED MATTERS
We manufacture, market and sell our products both inside and outside the U.S. Certain products are subject to the Export Administration Regulations, administered by the U.S. Department of Commerce, Bureau of Industry and Security, which require that we obtain an export license before we can export certain controlled products or technology to specified countries. Additionally, some of our products are subject to the International Traffic in Arms Regulations, which restrict the export of information and material that may be used for military or intelligence applications by a foreign person. We also are subject to the import regulations administered by U.S. Customs and Border Protection, and to the regulations administered by the U.S. Department of the Treasury, Office of Foreign Assets Control, implementing economic sanctions against designated countries, governments, and persons based on U.S. foreign policy and national security considerations.
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Similar controls exist in other countries and regions. Failure to comply with these laws could result in sanctions by the U.S. or other respective government, including substantial monetary penalties, denial of import or export or other privileges and debarment from government contracts. We maintain an import and export compliance program under which we screen import and export and other transactions against current lists of restricted imports or exports or other transactions, destinations and end users with the objective of managing related decisions, transactions and shipping and banking logistics to comply with these requirements.
EMPLOYEES

AND TALENT (HUMAN CAPITAL) MANAGEMENT
We believe our employees are the foundation of our success. Our overall talent acquisition and retention strategy is designed to attract and retain diverse and qualified candidates to meet our performance goals on an ongoing basis and enable the success of the Company.
We are focused on employee safety and health and a shared culture of results, caring, candor, and learning, which are foundations of our Company’s values, and are expressed in our Code of Business Conduct, to which all employees certify, and related policies and procedures in the countries in which we do business. With respect to employee health and safety measures, we focus on ongoing education with respect to environmental, health and safety (“EHS”) matters, and injury prevention and reduction across all our operations. We track injury rates on an ongoing basis and compare them to the average injury rates for chemical manufacturers as well as to semiconductor industry manufacturers; we believe we have been significantly below each of these industry averages for the past five years. In fiscal 2020 we urgently focused our EHS efforts around the world, including education and enhanced health and safety protocols, on employee well-being and prevention of the spread of the Pandemic at our facilities and in our communities. For additional information, refer to “Item 1A. Risk Factors.”
As of October 31, 2018,September 30, 2020, we employed 1,2192,082 individuals, including 7221,413 in operations, 248252 in research and development and technical, 84417 in sales, general and marketingadministration. Approximately 1,091 of these individuals located in the U.S. and 165approximately 991 of these individuals located outside of the U.S., with 716 in administration.  Asia Pacific, 199 in Europe and 76 in Canada and Mexico. With respect to gender diversity, we believe the percentage of women in our worldwide workforce is at least generally comparable to averages in the chemical and semiconductor industries. Of our Executive Officers 50% identify as female, and 50% identify as male.
In general, our employees are not covered by collective bargaining agreements.agreements, but we do have some workers who are subject to such agreements, part of workers’ councils, or similar arrangements, primarily in Europe, Mexico, and Singapore. We have not experienced any work stoppages and consider our relations withprovide various employee benefits to our employees around the world. Some examples of this are: an employee stock purchase plan, a parental leave program, and a paid time off program to be good.

FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS

We sell our products worldwide.  We believe our geographic coverage allows us to utilize our businessglobal employees; statutory health care and technical expertise from a diverse, global workforce, strategically located in close proximitypension benefits to our customers.  For more financial information about geographic areas, seeemployees outside the U.S.; and, a health and welfare benefits plan and a defined contribution savings plan to U.S. employees. See Note 2018 of the "Notes“Notes to the Consolidated Financial Statements"Statements” included in Item 8 of Part II of this Annual Report on Form 10-K.

FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS

For financial information about geographic areas, see Note 23 of “Notes to the Consolidated Financial Statements” included in Item 8 of Part II of this Annual Report on Form 10-K.
AVAILABLE INFORMATION

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, definitive proxy statements on Schedule 14A, current reports on Form 8-K, and any amendments to those reports, as well as any other filings with the SEC, including our Form S-4 Registration Statement with respect to our pending acquisition of KMG,Securities and amendments thereto,Exchange Commission (“SEC”), are made available free of charge on our Company website, www.cabotcmp.com,www.cmcmaterials.com, as soon as reasonably practicable after such reports are filed or furnished with the SecuritiesSEC. Our Code of Business Conduct and Exchange Commission (SEC).  Any materials that the Company files with the SECcertain other governance documents are also available to read and copy at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549.  Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.our website, www.cmcmaterials.com. Statements regarding beneficial ownership of our securities by our executive officers and directors are made available on our Company website following the filing of such with the SEC. In addition, the SEC's website (http://www.sec.gov) contains reports, proxy statements, and other information that we file electronically with the SEC.

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ITEM 1A. RISK FACTORS

RISKS RELATING TO OUR BUSINESS, STRATEGY AND OPERATIONS

OUR BUSINESS AND RESULTS OF OPERATIONS MAY BE ADVERSELY AFFECTED BY THE CORONAVIRUS (COVID-19) PANDEMIC AND RELATED ADVERSE IMPACT TO WORLDWIDE ECONOMIC AND INDUSTRY CONDITIONS
WE MAY PURSUE ACQUISITIONS OF, INVESTMENTS IN, AND MERGERS OR STRATEGIC ALLIANCES WITH OTHER ENTITIES, WHICH COULD DISRUPT OUR OPERATIONS AND HARM OUR OPERATING RESULTS IF THEY ARE UNSUCCESSFUL, OR WE MAY ENCOUNTER UNATICIPATED ISSUES IN IMPLEMENTING THEM

We expect to continue to make investments in technologies, assets and companies, either through acquisitions, mergers, investments or alliances, in order to supplement our internal growth and development efforts.  Acquisitions, mergers, and investments, including our acquisition of NexPlanar, which we completed in October 2015, and our pending acquisition of KMG announced in August 2018 and expected to close in mid-November 2018, involve numerous risks, including the following: difficulties and risks in integrating the operations, technologies, products and personnel of acquired companies; difficulties and risks from unanticipated issues arising subsequent to a transaction related to the other entity; diversion of management's attention from normal daily operationsThe global spread of the business; increased risk associated with foreign operations; potential difficultiesPandemic has created significant volatility, uncertainty and riskseconomic disruption across the world and in entering marketsthe countries and locations in which we have limited or no direct prior experience and where competitors have stronger positions; potential difficultiesour customers and suppliers operate. In our third and fourth fiscal quarters of 2020, businesses 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 revenuesour Electronic Materials segment remained generally stable despite the Pandemic. With respect to offset increased expenses associated with acquisitions; potential loss of key employees ofour Performance Materials segment, the acquired companies; or inability to effectively cooperate and collaborate with our alliance partners.

Further, we may never realize the perceived or anticipated benefits ofPandemic had a business combination or merger with, or asset or other acquisition of, or investments in, other entities.  Transactions such as these could have negative effectssignificant adverse impact on our Performance Materials’ PIM business in our third and fourth fiscal quarters of 2020, as the demand for DRAs declined significantly due to the ongoing dislocation in the energy sector occasioned by the Pandemic as well as certain geopolitical factors, as described below. The extent to which the Pandemic may further impact our business, operations, results of operations in areas such as contingent liabilities, gross margins, amortization charges relatedand financial condition is uncertain and difficult to intangible assetsestimate, and other effects of accounting for the purchases of other business entities.  Investments in and acquisitions of technology-related companies or assets are inherently risky because these businesses or assets may never develop, and we may incur losses related to these investments.  For example, in fiscal 2016, we recorded $1.0 million of impairment expense related to certain in-process technology, related to the NexPlanar acquisition.  In addition, we may be required to impair the carrying value of these acquisitions or investments to reflect other than temporary declines in their value, which could harm our business and results of operations.

Our planned acquisition of KMG is still pending at the time of filing of this Reportdepends on Form 10-K. Some risks related to the Acquisition include: the uncertainty of the value of the acquisition consideration we will pay because the value is partially based on the market price of our common stock, which has fluctuated and will continue to fluctuate through the close of the Acquisition; the ability to satisfy the conditions of closing of the Acquisition on the expected timing or at all and other risks related to the completion of the Acquisition; expected benefits, synergies and growth prospects of the proposed transaction may not be achieved in a timely manner or at all;numerous evolving factors that we may not be able to successfully integrate KMG'saccurately predict, which may include: A decrease in short-term and long-term demand and pricing for our products and services, and an ongoing global economic recession that could further reduce demand and/or pricing for our products and services resulting from actions taken by governments, businesses, or the general public in an effort to limit exposure to and spread of such infectious diseases, such as ongoing or renewed travel restrictions, quarantines, and business shutdowns or slowdowns; Negative impacts to our operations, including reductions in production levels, R&D activities, and qualification activities with Cabot Microelectronics followingour customers, and increased costs resulting from our efforts to mitigate the close;impact of the Pandemic through additional or continued social-distancing measures we may not be ablehave enacted at our locations around the world in an effort to retainprotect our employees’ health and hire key personnel;well-being (including working from home, reducing the number of employees or others in our sites at any disruptionone time and how such individuals perform work while at our sites, redesigning or adjusting our manufacturing, R&D and office facilities, and suspending or limiting employee travel); Deterioration of worldwide credit and financial markets that could limit our ability to obtain external financing to fund our operations and capital expenditures, result in losses on our holdings of cash and investments due to failures of financial institutions and other parties, and result in losses on our accounts receivables due to credit defaults or our customers’ inability to pay; and, Disruptions to our supply chain in connection with the sourcing of materials, equipment and logistics or other services and support necessary to our business relationships withas a result of the Pandemic and efforts to contain the spread of the Pandemic. To the extent possible if and when the Pandemic is contained or abates, the resumption of what was previously considered normal business operations after such interruption may be delayed or constrained by lingering effects of the Pandemic on our Company and our customers, suppliers, distributorsand third-party service providers. These effects, alone or employees due to uncertainty associated withtaken together, could have a material adverse effect on our business, results of operations, legal exposure, or financial condition. A further sustained or prolonged outbreak or return of the Acquisition; the potential dilutive impact to our earnings per share due to the issuance of shares of our common stockPandemic in the Acquisition; and, a potential declineplaces in which we do business, such as is currently being experienced in the market priceU.S. and Europe, could exacerbate the adverse impact of such measures on our common stock following the Acquisition. For additional information regarding risks relating to the acquisition of KMG, refer to "Risk Factors—Risks Relating to the Merger" in our Form S-4 Registration Statement filed with the SEC on September 12, 2018 and Form S-4/A filed on October 5, 2018.Company.

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

Our business is affected by economic and industry conditions, such as those currently being adversely affected by the Pandemic, and the majority of our revenue derives from our Electronic Materials segment, which is primarily dependent upon semiconductor industry demand. Historically,With respect to our Electronic Materials segment, historically, semiconductor industry demand has fluctuated due to economic and industry cycles and seasonal shifts in demand, which can affect our business, causing demand for our electronic materials products to fluctuate. For example, prior to the strengthening ofPandemic, the relatively soft demand conditions in the semiconductor industry we experienced duringthat had commenced in our second fiscal quarter of 2019 and continued into our first fiscal quarter of 2020 had begun to ameliorate in the beginning of the second halffiscal quarter of fiscal 2016 continued through fiscal 2018, following2020. However, although our Electronic Materials segment experienced relatively soft demandstable conditions during the first halfthird and fourth fiscal quarters of 2020, the ongoing nature of the Pandemic has created uncertainty as to demand conditions for the semiconductor industry going forward into our fiscal 2016.2021 and beyond. Furthermore, competitive dynamics within the semiconductor industry may impact our business. Our limited visibility to future customer orders makes it difficult for us to predict industry trends.trends, especially during unusual adverse circumstances, such as the Pandemic. If the global economy or the semiconductor industry weakens further, whether in general or as a result of the Pandemic or other specific factors, such as macroeconomic factors, or unpredictable events such as natural disasters, geopolitical conditions and international trade tensions, civil unrest, or geopolitical events,additional global health crises, we could experience material adverse impacts on our results of operations and financial condition.

Adverse global economic and industry conditions could have other negative effects on our Company.  For instance, we could experience negative impacts on cash flows due to the inability of our customers to pay their obligations to us, or our production process could be harmed if our suppliers cannot fulfill their obligations to us.  We also might have to reduce the carrying value of goodwill and other intangible assets, which could harm our financial position and results of operations.
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Some additional factors that may affect demand for our electronic materials products include: demand trends for different types of electronic devices, such as logic versus memory IC devices, or digital versus analog IC devices; the various technology nodes at which those products are manufactured; customers' efficiencies in the use of CMP consumables;consumables and/or high-purity process chemicals (“electronic chemicals”); customers' device architectures and specific manufacturing processes; the short order to delivery time for our products; quarter-to-quarter changes in customer order patterns; market share and competitive gains and losses; and pricing changes by us and our competitors.

As to our Performance Materials segment, which continues to be an area of potential continued growth for us over the longer term, our PIM business may be impacted by changes in the utilities and/or oil and gas industries, such as we saw in our third and fourth fiscal quarters of 2020 resulting from ongoing significant dislocation in these industries occasioned by geopolitical disputes such as those that commenced in March 2020 between the Organization of Petroleum Exporting Countries ("OPEC") and Russia, and a confluence of an excess in oil capacity due to these factors and the ongoing Pandemic and efforts to contain the Pandemic. Relatedly, as described, volatility in oil and natural gas prices may impact our customers’ activity levels, including production, and as we saw during the third and fourth fiscal quarters of 2020, we experienced a significant drop in demand for our related PIM products and services. Expectations about future prices and price volatility are important in determining future spending levels for customers of our PIM products and services. The ongoing volatility in worldwide oil and natural gas prices and markets are an extreme example of historical volatility in this sector, and such volatility is likely to continue in the future. As is currently the case, prices for oil and natural gas are subject to wide fluctuations in response to relatively minor or major changes in the supply of and demand for oil and natural gas, market uncertainty and a variety of additional factors that are beyond our control. These factors include, but are not limited to, decreases or increases in supplies from U.S. shale production or other oil production, geopolitical conditions, including uprisings, civil unrest, and international trade tensions, sovereign debt crises, the domestic and foreign supply of oil and natural gas, the level of consumer demand due to economic growth or contraction such as currently seen related to the Pandemic, and other factors in countries such as China, weather conditions, domestic and foreign governmental regulations and taxes, the price and availability of alternative fuels, the health of international economic and credit markets, the ability of the members of the OPEC and other state-controlled oil companies to agree upon and maintain oil price and production controls, and general economic conditions, such as those currently seen related to the Pandemic.

Further, adverse global economic, industry and other conditions such as those related to the ongoing Pandemic could have other negative effects on our Company. For instance, we could experience negative impacts on cash flows due to the inability of our customers to pay their obligations to us, or our production processes could be harmed if our suppliers cannot fulfill their obligations to us. As a result of these or other conditions, we also might have to reduce the carrying value of goodwill and other intangible assets, which could harm our financial position and results of operations.
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WE MAY PURSUE ACQUISITIONS OF, INVESTMENTS IN, AND MERGERS OR STRATEGIC ALLIANCES WITH OTHER ENTITIES, WHICH COULD DISRUPT OUR OPERATIONS AND HARM OUR OPERATING RESULTS IF THEY ARE UNSUCCESSFUL, OR WE MAY ENCOUNTER UNANTICIPATED ISSUES IN IMPLEMENTING THEM
We expect to continue to make investments in technologies, assets and companies, either through acquisitions, mergers, investments or alliances, in order to supplement our organic growth and development efforts. Acquisitions, mergers, and investments, including our acquisitions of KMG, which we completed in November 2018, involve numerous risks, including the following: difficulties and risks in integrating the operations, technologies, products and personnel of acquired companies; difficulties and risks from unanticipated issues arising subsequent to a transaction related to the other entity; potential disruption of relationships with third parties such as customers or suppliers; diversion of management's attention from normal daily operations of the business; increased risk associated with foreign operations; potential difficulties and risks in entering markets or industries in which we have limited or no direct prior experience and/or where competitors have stronger positions; potential difficulties and unexpected situations arising in operating new businesses with different business models; facilities and operations; potential difficulties with regulatory or contract compliance in areas in which we have limited or no experience; initial dependence on unfamiliar supply chains or relatively small supply partners; insufficient revenue 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 merger with, or asset or other acquisition of, or investments in, other entities. Transactions such as the Acquisition could and in some cases have had negative effects on our results of operations, in areas such as contingent liabilities, gross 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-related or early-stage companies or assets are inherently risky because these businesses or assets may never develop, and we may incur losses related to these investments.
In addition, we may be required to impair the carrying value of these acquisitions or investments to reflect other than temporary declines in their value. The carrying value of goodwill represents the fair value of acquired businesses in excess of identifiable assets and liabilities as of the acquisition date. The carrying value of other intangible assets represents the fair value of customer relationships, tradenames and other acquired intangible assets as of the acquisition date. Goodwill and other acquired intangible assets expected to contribute indefinitely to our cash flows are not amortized, but must be evaluated for impairment by management at least annually. If the carrying value exceeds the implied fair value of goodwill, the goodwill is considered impaired and is reduced to fair value via a non-cash charge to earnings. If the carrying value of an indefinite-lived intangible asset is greater than its fair value, the intangible asset is considered impaired and is reduced to fair value via a non-cash charge to earnings. If the value of goodwill or other acquired intangible assets is impaired, our results of operations and financial condition could be adversely affected. Examples of asset impairment charges we recently incurred include the charge we took in the fourth quarter of fiscal 2019 and the fourth quarter of fiscal 2020 related to the KMG wood treatment business. Absent a sale of the wood treatment business, as we approach the previously announced closure date of the wood treatment facilities and there are fewer estimated future cash flows, we expect that the carrying value of the wood treatment asset group will not be recoverable, resulting in future impairments of intangible assets and goodwill. The amount of such impairments could be material and could adversely affect our results of operations and financial condition. See Notes 9 and 10 of “Notes to the Consolidated Financial Statements” included in Item 8 of Part II of this Annual Report on Form 10-K for additional discussion.
Furthermore, the integration of the acquired businesses into our operations is a complex and time-consuming process that may not be successful. Our Company has a limited history of integrating significant acquisitions, and the process of integration may produce unforeseen operating difficulties and expenditures. As demonstrated in the Acquisition, the primary areas of focus for successfully combining those businesses with our operations may include and have included, among others: retaining and integrating key employees; realizing synergies; aligning customer and supplier interfaces, and operations across the combined business; integrating enterprise resource planning and other information technology systems; and, managing the growth of the combined company. Even if we successfully integrate an acquired business, such as KMG, into our operations, there can be no assurance that we will realize the anticipated benefits of the Acquisition.
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WE HAVE A NARROWCONCENTRATED PRODUCT RANGE WITHIN EACH OF OUR SEGMENTS AND OUR PRODUCTS MAY BECOME OBSOLETE, OR TECHNOLOGICAL CHANGES MAY REDUCE OR LIMIT INCREASES IN THE CONSUMPTION OF CMP SLURRIES AND PADSOUR PRODUCTS

OurAlthough our product offerings expanded with the Acquisition, our business isremains substantially dependent on products in our Electronic Materials segment, such as CMP slurries, pads and pads,electronic chemicals, which account for the majority of our revenue. OurWe have identified our Performance Materials segment as another area of potential continued growth and the product offerings in our Performance Materials segment are similarly concentrated. As such, 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 industries in which we operate, particularly 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, which is the largest industry in which we operate, has experienced technological changes and advances in the design, manufacture, performance and application of IC devices. Our customers continually pursue lower cost of ownership and higher quality and performance of materials consumed in their manufacturing processes, including CMP slurries and pads and electronic chemicals, as a means to reduce costs, increase the yield in their manufacturing facilities, and achieve desired performance of the IC devices they produce. We expect these technological changes, and this drive toward lower costs, higher quality and performance and higher yields, will continue in the future. Potential technology developments in the semiconductor industry, as well as our customers' efforts to reduce consumption of CMP consumables, including through use of smaller quantities, 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 OR BUSINESS FROM THEM

Our CMP consumables customer base is concentrated among a limited number of large customers.customers in each of our segments. Currently, our principal business is to supply electronic materials primarily to the semiconductor industry. The semiconductor industry has been consolidating as the larger semiconductor manufacturers have generally grown faster than the smaller ones, through business gains, mergers and acquisitions, and strategic alliances. Industry analysts predict that this trend will continue, which means the semiconductor industry will continue to be comprised of fewer and larger participants in the future if their prediction is correct. In addition, our customer base in our pipeline-related businesses is also somewhat concentrated, with large entities predominant, and outside of the U.S., these entities frequently are state-owned or sponsored, and limited in number per country. One or more of these principal customers could stop buying CMP consumablesproducts from us or could substantially reduce the quantity of CMP consumablesproducts purchased from us. Our principal customers in both of our segments also hold considerable purchasing power, which can impact the pricing and terms of sale of our products. Any deferral or significant reduction in the quantity or price of CMP consumablesproducts sold to these principal customers could seriously harm our business, financial condition and results of operations.

In fiscal 2018, our five largest customers accounted for approximately an aggregate 57% of our revenue, with Samsung, TSMC and SK Hynix Inc. accounting for approximately 18%, 12%, and 10%, respectively, of our revenue.  In fiscal year 2017, our five largest customers accounted for approximately 57% of our revenue, with Samsung, TSMC, and Micron Technology, Inc. accounting for approximately 16%, 13%, and 10%, respectively, of our revenue.


OUR BUSINESS COULD BE SERIOUSLY HARMED IF OUR COMPETITORS DEVELOP COMPETITIVE CMP CONSUMABLES PRODUCTS, OFFER BETTER PRICING, SERVICE OR OTHER TERMS, OR OBTAIN OR ASSERT CERTAIN INTELLECTUAL PROPERTY RIGHTS

Competition from other CMP consumables manufacturers or any new entrants could seriously harm our business and results of operations, and this competition could continue to increase.  Competition has and will likely continue to impact the prices we are able to charge for our CMP consumables products, as well as our overall business.  In addition, our competitors could have, obtain or assert intellectual property rights that could affect or restrict our ability to market our existing products and/or to innovate and develop new products, thus increasing our costs of doing business, could attempt to introduce products similar to ours following the expiration of our patents, as referenced with respect to certain intellectual property important to some of our legacy business, or could attempt to introduce products that do not fall within the scope of our intellectual property rights.


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ANY PROBLEM OR DISRUPTION IN OUR SUPPLY CHAIN, INCLUDING SUPPLY OF OUR MOST IMPORTANT RAW MATERIALS, OR IN OUR ABILITY TO MANUFACTURE ANDOR 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 the supply of the key raw materials we use in our CMP slurries and pads,products, including raw materials that do not meet the stringent quality and consistency requirements of our customers, any problem or interruption that may occur during production or delivery of our products, such as weather-related problems, natural disasters, orglobal public health crises such as the ongoing Pandemic, geopolitical, trade or labor-related issues, civil unrest, or any difficulty in producing sufficient quantities of our products to meet growing demand from our customers. In particular, severe weather conditions have the potential to adversely affect our operations, damage facilities and increase our costs, and those conditions may also have an indirect effect on our operations by disrupting services provided by service companies or suppliers with whom we have a business relationship. Additionally, some of our full-time employees are represented by labor unions, works councils or comparable organizations, particularly in Mexico and Europe. An extended work stoppage, slowdown or other action by our employees could significantly disrupt our business. As our current agreements with labor unions and works councils expire, we cannot provide assurance that new agreements will be reached at the end of each period without union action, or that a new agreement will be reached on terms satisfactory to us. Future labor contracts may be on terms that result in higher labor costs to us, which also could adversely affect our results of operations. Our supply chain may also be negatively impacted by unanticipated price increases due to supply restrictions beyond the control of our Company or our raw materials suppliers.suppliers, such as those related to the Pandemic.

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We believe it would be difficult to promptly secure alternative sources of key raw materials 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 us and our customers. In addition, new contract terms, forced production or manufacturing changes, contractual amendments to existing agreements with, or non-performance by, our suppliers, including any significant financial distress our suppliers may suffer, 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,products, in particular our electronic materials products, 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 padsproducts for their manufacturing processes and products. The requalification process could take a significant amount of time and expense to complete and could occupy technical resources of our customers that might otherwise be used to evaluate our new products, thus delaying potential revenue growth, or motivate our customers to consider purchasing products from our competitors, possibly interrupting or reducing our sales of CMP consumablesproducts to these customers, especially sales of our electronic materials products to our semiconductor industry customers, but also with respect to our PIM products to our pipeline and adjacent industry customers.

OUR BUSINESS COULD BE SERIOUSLY HARMED IF OUR COMPETITORS DEVELOP COMPETITIVE PRODUCTS, OFFER BETTER PRICING, SERVICE OR OTHER TERMS, OR OBTAIN OR ASSERT CERTAIN INTELLECTUAL PROPERTY RIGHTS

Competition from other electronic materials or performance materials manufacturers or any new entrants could seriously harm our business and results of operations, and this competition could continue to increase. Competition has and will likely continue to impact the prices we are able to charge for our products, as well as our overall business. In addition, our competitors could have, obtain or assert intellectual property rights that could affect or restrict our ability to market our existing products and/or to innovate and develop new products, thus increasing our costs of doing business, could attempt to introduce products similar to ours following the expiration of our patents, or could attempt to introduce products that do not fall within the scope of our intellectual property rights.
WE ARE SUBJECT TO RISKS ASSOCIATED WITH OUR FOREIGNINTERNATIONAL OPERATIONS

We currently have operations and a large customer base outside of the United States.U.S. Approximately 87%, 86% and 86%65% of our revenue was generated by sales to customers outside of the United States duringU.S. for the fiscal years 2018, 2017 and 2016, respectively.year ended September 30, 2020. We may encounter risks in doing business in certain foreign countries other than the U.S., including, but not limited to, adverse changes in economic and political conditions, both in foreign locations and in the United StatesU.S. with respect to non-U.S. operations of U.S. businesses like ours, geopolitical and/or trade tensions, global health crises such as the ongoing Pandemic, civil unrest, fluctuation in exchange rates, changes in international trade requirements and sanctions and/or tariffs that affect our business and that of our customers and suppliers, compliance with a variety of foreign laws and regulations and related audits and investigations, as well as difficulty in enforcing business and customer contracts and agreements, including protection of intellectual property rights. We also may encounter risks that we may not be able to repatriate additional earnings from our foreign operations outside of the U.S., derive anticipated tax benefits of our foreignthese operations or recover the investments made in our foreign operations,them, whether due to regulatory or policy changes in the U.S. or in the countries outside of the U.S. in which we do business, or other factors.

In particular, China is a fast-developingcontinues to be an important market for the semiconductor industry, and is an area of continued potential continued growth for us. As business volume between China and the rest of the world continueshas continued to grow, there is risk that geopolitical, regulatory, trade, political and political mattersglobal public health crises such as the Pandemic could adversely affect business for companies like ours based on the complex relationships among China, the United States,U.S., and other countries in the Asia Pacific region or elsewhere, which could have a material adverse impact on our business. In addition, there are risks that the Chinese government may, among other things, require the use of local suppliers, compel companies that do business in China to partner with local companies to conduct business, and,or, provide incentives to government-backed local customers to buy from local suppliers rather than companies like ours, all of which could adversely impact our business, including our results of operations. Also, as has been seen over our last fiscal year, there are risks that the U.S. government may impose additional export restrictions on technology and products that companies that operate in the semiconductor industry supply or use in China, which could adversely impact our business and our results of operations.


In addition, we have operations and customers located in the United Kingdom, which recently has exited the European Union (“EU”). Although the United Kingdom and the EU have agreed to operate under transitional provisions under which most EU law would remain in force in the United Kingdom until the end of December 2020, it is at present unclear as to what trade agreement the parties will operate under following such time, and what impacts such might have on our business.
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LEGAL, COMPLIANCE AND REGULATORY RISKS
WE ARE SUBJECT TO EXTENSIVE ENVIRONMENTAL LAWS AND REGULATIONS AND MAY INCUR COSTS THAT HAVE AN ADVERSE EFFECT ON OUR FINANCIAL CONDITION AS A RESULT OF VIOLATIONS OF OR LIABILITIES UNDER THEM
Like other companies involved in environmentally sensitive businesses, our operations and properties are subject to extensive and stringent federal, state, local and foreign EHS laws and regulations, including those concerning, among other things:
•    the marketing, sale, use and registration of our chemical products, such as penta, which is part of the wood treatment business in our Performance Materials segment;
•    the treatment, storage and disposal of wastes;
•    the investigation and remediation of contaminated media including but not limited to soil and groundwater;
•    the discharge of effluents into waterways;
•    the emission of substances into the air; and
•    other matters relating to environmental protection and various health and safety matters.
The United States Environmental Protection Agency (“EPA”) and other federal and state agencies in the U.S., as well as comparable agencies in other countries where we have facilities or sell our products, such as Canada or Mexico, have the authority to promulgate regulations that could have a material adverse impact on our operations. These EHS laws and regulations may require permits for certain types of operations, require the installation of expensive pollution control equipment, place restrictions upon operations or impose substantial liability for pollution and otherEHS concerns resulting from our operations. Compliance with EHS laws and regulations has resulted in ongoing costs for us and could restrict our ability to modify or expand our facilities, continue production, require us to install costly pollution control equipment, or incur significant other expenses, including environmental compliance costs. We continue to manage environmental compliance activities at certain sites, such as at KMG-Bernuth's Tuscaloosa, Alabama facility as described in Note 20 of “Notes to the Consolidated Financial Statements” included in Item 8 of Part II of this Annual Report on Form 10-K. We have incurred, and expect to continue to incur, significant costs to comply with EHS laws or to address liabilities for contamination resulting from past or present operations. Federal, state and foreign governmental authorities may seek fines and penalties, as well as injunctive relief, for violation of EHS laws and regulations, and could, among other things, impose liability on us to cleanup or mitigate environmental, natural resources or other damages resulting from a release of pesticides, hazardous materials or other chemicals into the environment. We maintain insurance coverage for sudden and accidental environmental damages. We do not believe that insurance coverage for environmental damage that occurs over time is available at a reasonable cost. Also, we do not believe that insurance coverage for the full potential liability that could be caused by sudden and accidental incidences is available at a reasonable cost. Accordingly, we may be subject to an uninsured or under-insured loss in such cases; although unknown at present, the KMG-Bernuth warehouse fire described in Note 20 of this Annual Report on Form 10-K may be such an instance.
The distribution, sale and use of our products is subject to prior governmental approvals and thereafter ongoing governmental regulation: Our products are subject to laws administered by federal, state and foreign governments, including regulations requiring registration, approval and labeling. The labeling requirements restrict the use and type of application for our products. More stringent restrictions could make our products less desirable which would adversely affect our sales and profitability. All venues where our penta products are used also require registration prior to marketing or use.
Governmental regulatory authorities have required, and may require in the future, that certain scientific testing and data production be provided on our products. Under the Federal Insecticide, Fungicide and Rodenticide Act (“FIFRA”), the EPA requires registrants to submit a wide range of scientific data to support U.S. registrations. This requirement significantly increases our Operating expenses, and we expect those expenses will continue in the future while we operate the wood treatment business. Because scientific analyses are constantly improving, we cannot determine with certainty whether or not new or additional tests may be required by regulatory authorities. While good laboratory practice standards specify the minimum practices and procedures that must be followed in order to ensure the quality and integrity of data related to these tests submitted to the EPA, there can be no assurance that the EPA will not request certain tests or studies be repeated. In addition, more stringent legislation or requirements may be imposed in the future. Amendments to the Toxic Substances Control Act could result in increased regulation and required testing of chemicals we manufacture and could increase the costs of compliance for our operations. We can provide no assurance that the cost of such compliance will not adversely affect our profitability. Our products could also be subject to other future regulatory action that may result in restricting or completely banning their use which could have an adverse effect on our performance and results of operations.

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1. The Registration, Evaluation and Authorization of Chemicals (“REACH”) legislation may affect our ability to manufacture and sell certain products in the EU: REACH requires chemical manufacturers and importers in the EU to prove the safety of their products. We were required to pre-register certain products and file comprehensive reports, including testing data, on each chemical substance, and perform chemical safety assessments. Additionally, substances of high concern are subject to an authorization process. Authorization may result in restrictions on certain uses of products or even prohibitions on the manufacture or importation of products. The full registration requirements of REACH have been phased in over several years, and we have incurred additional expense to cause the registration of our products under these regulations. REACH may also affect our ability to import, manufacture and sell certain products in the EU. In addition, other countries and regions of the world already have or may adopt legislation similar to REACH that affect our business, affect our ability to import, manufacture or sell certain products in these jurisdictions, and have required or will require us to incur increased costs.
2. The classification of penta as a Persistent Organic Pollutant (“POP”) under the Stockholm Convention may adversely affect our ability to manufacture or sell our penta products: The Conference of the Parties (“COP”) accepted the recommendation of the United Nations Persistent Organic Pollutant Review Committee that the use of penta should be banned except that its use for the treatment of utility poles and crossarms could continue for an extended period of five to ten years. KMG-Bernuth supplies penta to industrial customers who use it primarily to treat utility poles and crossarms. The U.S. is not bound by the determination of the COP because it did not ratify the Stockholm Convention treaty. Canada and Mexico are governed by the treaty. KMG-Bernuth's sole penta manufacturing facility is located in Matamoros, Mexico, and its processing facility is located in Tuscaloosa, Alabama. As a result of the classification of penta as a POP, the Mexican government requires KMG-Bernuth to cease producing penta in Mexico by the end of calendar year 2021. In July 2020, the Canadian government released a proposed order that sales and use of penta in Canada be ceased, but such proposed order is subject to a comment period and is not final, and no timing for any such order, if implemented, has been proposed. In October 2020, the EPA indicated it was inclined to issue a proposed order that provided alternatives, one similar to Canada’s proposed order and one that would provide reregistration according to certain additional occupational use parameters to those currently existing, but any such proposed order would be subject to a comment period, including with respect to the second alternative, would be expected to provide a transition period intended not to disrupt customers of penta. In July 2019, KMG-Bernuth had communicated plans to close both the Matamoros and Tuscaloosa facilities by the end of calendar year 2021 and to consolidate into and build a new facility. However, in November 2019, we communicated that we will not build a new facility, and that while we intend to explore various options for the wood treatment business we did not intend to continue the business past approximately the end of calendar year 2021. We took a restructuring charge and asset impairment charges in our fourth fiscal quarter of 2019 related to the decision to close the Matamoros and Tuscaloosa facilities and to not build a new plant, and as described further in Note 10 of this Annual Report on Form 10-K, we have taken an additional impairment charge in our fourth fiscal quarter of 2020 and expect to take additional impairment charges related to the wood treatment business through the end of calendar year 2021. No assurance can be given that we will not incur significant expenditures in connection with closing the facilities, or that the ultimate action of the COP and our related decisions will not adversely impact on our financial condition and results of operation.
3. If our products are not re-registered by the EPA or are re-registered subject to new restrictions, our ability to sell our products may be curtailed or significantly limited: as described above, KMG-Bernuth's penta product registrations are under continuous review by the EPA under FIFRA. The failure of KMG-Bernuth's products to be re-registered, to satisfy the registration review by the EPA, or the imposition of new use, labeling or other restrictions in connection with re-registration could have an adverse effect on our financial condition and results of operations.
4. Our use of hazardous materials exposes us to potential liabilities: Our manufacturing and distribution of chemical products, such as our electronic chemicals, involves the controlled use of hazardous materials. Our operations, therefore, are subject to various associated risks, including chemical spills, discharges or releases of toxic or hazardous substances or gases, fires, mechanical failure, storage facility leaks and similar events. Our suppliers are subject to similar risks that may adversely impact the availability of raw materials. While we adapt our manufacturing and distribution processes to the environmental control standards of regulatory authorities, we cannot completely eliminate the risk of accidental contamination or injury from hazardous or regulated materials, including injury of our employees, individuals who handle our products or goods treated with our products, or others who claim to have been exposed to our products, nor can we completely eliminate the unanticipated interruption or suspension of operations at our facilities due to such events. We may be held liable for significant damages or fines in the event of contamination or injury, and such assessed damages or fines could have an adverse effect on our financial performance and results of operations.
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CURRENT OR FUTURE CLIMATE CHANGE REGULATIONS COULD RESULT IN INCREASED OPERATING COSTS AND REDUCED DEMAND FOR OUR PRODUCTS
The U.S. has notified the United Nations of its intention to withdraw from the Paris Climate Agreement and to date, has not ratified the Kyoto Protocol. The Clean Air Act has been interpreted to regulate greenhouse gas (“GHG”) emissions and the EPA is using its existing regulatory authority to develop regulations requiring reduction in GHG emissions from various categories of sources, such as when a permit is required due to emissions of other pollutants. Because of the lack of any comprehensive legislation program addressing GHGs, a number of U.S. federal laws related to GHG emissions have been considered by the U.S. Congress from time to time and various state, local and regional regulations and initiatives have been enacted or are being considered related to GHGs.
Member States of the EU each have an overall cap on emissions, which are approved by the European Commission, and implement the EU Emissions Trading Directive as a commitment to the Kyoto Protocol. GHG emissions are regulated by Member States through the EU Emission Trading System and the EU Effort Sharing Decision/Regulation depending upon the industry sector. Organizations apply to the Member State for an allowance of GHG emissions. These allowances are tradable so as to enable companies that manage to reduce their GHG emissions to sell their excess allowances to companies that are not reaching their emissions objectives. Failure to purchase sufficient allowances will require the purchase of allowances at a current market price.
Any laws or regulations that may be adopted to restrict or reduce emissions of GHGs could cause an increase to our raw material costs, require us to incur increased operating costs, and have an adverse effect on demand for our products and our financial performance and results for our business.
In addition to GHG and climate change regulatory developments and legislation, we are continuing to evaluate and assess the potential impact on our business of the ongoing transition worldwide to a low carbon, resilient economy as well as physical effects resulting from climate change.
OUR PRODUCTS MAY BE RENDERED OBSOLETE OR LESS ATTRACTIVE BY CHANGES IN INDUSTRY REQUIREMENTS OR BY SUPPLY-CHAIN DRIVEN PRESSURES TO SHIFT TO ENVIRONMENTALLY PREFERABLE ALTERNATIVES
Changes in regulatory, legislative and industry requirements, or changes driven by supply-chain pressures, may shift current customers away from products using penta, products containing hazardous materials, or certain of our other products and toward alternative products that are believed to have fewer environmental effects. The EPA, foreign and state regulators, local governments, private environmental advocacy organizations, investors and investor advisory firms, and a number of large industrial companies have proposed or adopted policies designed to decrease the use of a variety of chemicals, including penta and others included in certain of our products, such as those containing hazardous materials. Our ability to anticipate changes in regulatory, legislative, investor and industryrequirements, or changes driven by supply-chain pressures, affects our ability to remain competitive. Further, we may not be able to comply with changed or new regulatory or industrial standards that may be necessary for us to remain competitive.
We cannot assure you that the EPA, foreign and state regulators or local governments will not restrict the uses of penta or certain of our other products or ban the use of one or more of these products or the raw materials in them. Similarly, companies who use our products may decide to reduce significantly or cease the use of our products voluntarily. As a result, our products may become obsolete or less attractive to our customers.
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GENERAL COMMERCIAL, OPERATIONAL, FINANCIAL AND REGULATORY RISKS
BECAUSE WE RELY HEAVILY ON OUR INTELLECTUAL PROPERTY, OUR FAILURE TO ADEQUATELY OBTAIN OR PROTECT IT COULD SERIOUSLYSIGNIFICANTLY HARM OUR BUSINESS

Protection of intellectual property is particularly important in ourthe semiconductor industry, which is the primary industry in which we participate, because we develop complex technical formulas and processes 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. In addition, we protect our product differentiation through various other means, such as proprietary supply arrangements for certain raw materials, and use of certain manufacturing technologies. 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 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, which we pursue when necessary to protect our rights against others who are found to be misusing our intellectual property, could seriously harm our business. In addition, certain types of intellectual property, such as patents, expire after a certain period of time, and products protected by our patents then lose such protection, so we refresh our intellectual property portfolio on an ongoing basis through continued innovation, and failure to do so could adversely affect our business. Also, the costs of obtaining or protecting our intellectual property could negatively affect our operating results.

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

We utilize and rely upon a global workforce. 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. We compete worldwide with other participants in the industries in which we do business for qualified personnel, particularly those with significant experience in the semiconductor and pipeline industries. The loss of services of key employees, or our inability to obtain or maintain visas or other travel or residency documents on their behalf with respect to our business needs, could harm our business and results of operations. Periodically, we engage in succession planning for our key employees, and our Board of Directors reviews succession planning for our executive officers, including our chief executive officer, on an annual basis.
BECAUSE WE HAVE LIMITED EXPERIENCE IN BUSINESS AREAS OUTSIDE OF CMP CONSUMABLES,ELECTRONIC MATERIALS AND PERFORMANCE MATERIALS, EXPANSION OF OUR BUSINESS INTO OTHER PRODUCTS AND APPLICATIONS MAY NOT BE SUCCESSFUL

An element of our strategy has been to leverage our current customer relationships, technological expertise and other capabilities and competencies to expand our businessbusiness. For example, we have made acquisitions to expand beyond CMP consumables into other electronic materials product areas, such as other electronic materials.  In addition,well as into performance materials product areas in our Engineered Surface Finishes business,which we have been pursuing other surface modification applications.limited experience. 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. Or, we may decide that we no longer wish to pursue these new business initiatives. Also, our competitors may have or obtain intellectual property rights that could restrict our ability to market our existing products and/or to innovate and develop new products.

TAX INCREASES OR CHANGES IN TAX RULES MAY ADVERSELY AFFECT OUR FINANCIAL RESULTS

As a company conducting business on a global basis, we are exposed, both directly and indirectly, to effects of changes in United States,U.S., state, local and foreign tax rules. OnIn December 22, 2017, the President of the United States signed and enacted into law comprehensive tax legislation commonly referred to aswas enacted in the U.S. under the Tax Cuts and Jobs Act (the "Tax Act"“Tax Act”). Known and certain estimated effects based upon current interpretation of the Tax Act have been incorporated into our financial results. As additional clarification and implementation guidance is issued on the Tax Act, it may be necessary to adjust the provisional amounts. Adjustments to provisionalincome tax amounts could be material to our results of operations and cash flows. In addition, there is a risk that state or foreign jurisdictions may amend their tax laws, whether in response to the Tax Act or otherwise, which could have a material impact on our future results of operations and cash flows.

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CERTAIN CRITICAL INFORMATION SYSTEMS COULD BE SUSCEPTIBLE TO CYBERSECURITY AND OTHER THREATS

We maintain and rely upon certain critical information systems for the effective operation of our business. These information systems include, but are not limited to, telecommunications, the Internet, our corporate intranet, various computer hardware and software applications, network communications, and email. These information systems may be owned and maintained by us, our outsourced providers, or third parties such as vendors, contractors, and Cloud providers. All of these information systems are subject to disruption, breach or failure from various sources including, but not limited to, attacks, degradation, and failures resulting from potential sources, including viruses, malware, denial of service, destructive or inadequate code, power failures, and physical damage. Confidential and/or sensitive information stored on these information systems, or transmitted to or from Cloud storage, could be intentionally or unintentionally compromised, lost, and/or stolen. While we have implemented security procedures and virus protection software, intrusion prevention systems, access control, and emergency recovery processes to mitigate risks like these with respect to information systems that are under our control, they are not fail-safe and may be subject to breaches. Further, we cannot assure that third parties upon whom we rely for various IT services will maintain sufficient vigilance and controls over their systems. Our inability to use or access these information systems at critical points in time, or unauthorized releases of personal or confidential information, could unfavorably impact the timely and efficient operation of our business, including our results of operations, and our reputation, as well as our relationships with our employees or other individuals whose information may have been affected by such cybersecurity incidents.
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In addition, regulatory authorities have increased their focus on how companies collect, process, use, store, share and transmit personal data. New privacyPrivacy security laws and regulations, including the United Kingdom's Data Protection Act 2018 and the European UnionEU General Data Protection Regulation 2016, that became effective May 2018,and similar laws in countries such as Korea and Taiwan, among others, pose increasingly complex compliance challenges, which may increase compliance costs, and any failure to comply with data privacy laws and regulations could result in significant penalties.


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

We utilize and rely upon a global workforce.  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 servicepenalties that could suffer.  We compete worldwide with other industry participants for qualified personnel, particularly those with significant experience in the semiconductor industry.  The loss of services of key employees, or our inability to obtain or maintain visas or other travel or residency documents on their behalf with respect to our business needs, could harmadversely affect our business and results of operations.  Periodically,
OUR ABILITY TO RAISE CAPITAL IN THE FUTURE MAY BE LIMITED, WHICH COULD PREVENT US FROM GROWING, AND OUR EXISTING CREDIT AGREEMENT COULD RESTRICT OUR BUSINESS ACTIVITIES
In the future we engage in succession planning for our key employees,may be required to raise capital through public or private financing or other arrangements. Such financing may not be available on acceptable terms, or at all, and our Boardfailure to raise capital when needed could harm our business. During the first quarter of Directors reviews succession planningfiscal 2020, the Company amended its credit agreement ("Amended Credit Agreement") to reduce the interest rate on term loan borrowings, under the Senior Secured Term Loan Facility under the Amended Credit Agreement ("Term Loan Facility"). Our Amended Credit Agreement contains financial and other covenants that may restrict our business activities or our ability to execute our strategic objectives, and our failure to comply with these covenants could result in a default under it. Furthermore, additional equity financing may dilute the interests of our common stockholders, and debt financing, if available, may involve restrictive covenants that could further restrict our business activities or our ability to execute our strategic objectives and could reduce our profitability. If we raise or borrow funds on acceptable terms, we may not be able to grow our business or respond to competitive pressures.
In addition, borrowings under our Amended Credit Agreement generally bear interest based on (a) a London Inter-bank Offered Rate (“LIBOR”), subject to a 0.00% floor, or (b) a base rate, in each case plus an applicable margin of, in the case of borrowings under the Term Loan Facility, 2.00% for LIBOR loans and 1.00% for base rate loans and, in the case of borrowings under the Amended Credit Agreement's revolving credit facility ("Revolving Credit Facility"), initially, 1.50% for LIBOR loans and 0.50% for base rate loans. On July 27, 2017, the Financial Conduct Authority (the authority that regulates LIBOR) announced that it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. In the U.S., the Alternative Reference Rates Committee, the working group formed to recommend an alternative rate to LIBOR, has identified the Secured Overnight Financing Rate as its preferred alternative rate for USD LIBOR. When LIBOR ceases to exist after 2021, any calculation of interest based upon the Alternate Base Rate (or any comparable or replacement formulation), may result in higher interest rates. To the extent that these interest rates increase, our executive officers, includingInterest expense will increase, which could adversely affect our chief executive officer, on an annual basis.financial condition, operating results and cash flows.

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RISKS RELATING TO THE MARKET PRICE 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, geopolitical, global public health, political and stock market conditions generally and specifically as they may impact participants in the semiconductor and related industries; and/or participants in oil and gas related industries; changes in financial estimates and recommendations by securities analysts who follow our stock; earnings and other announcements, and changes in market evaluations, by securities analysts, investors, market participants or others, of or related to, us or participants in the semiconductor and related industries; changes in business, trade 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; changes in our capital deployment strategy, issuances of shares of our capital stock or entering into a business combination or other strategic transaction, such as our pending acquisition of KMG;transaction; and trading volume of our common stock.


This has been evident since approximately March of 2020 in the wake of the significant adverse impact to global economic conditions of the Pandemic and also dislocation in the oil and gas sector.
ANTI-TAKEOVER PROVISIONS UNDER OUR CERTIFICATE OF INCORPORATION AND BYLAWS MAY DISCOURAGE THIRD PARTIES FROM MAKING AN UNSOLICITED BID FOR OUR COMPANY

Our certificate of incorporation and bylaws, and various provisions of the Delaware General Corporation Law may make it more difficult or expensive to effect a change in control of our Company. For instance, 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.



ITEM 1B. UNRESOLVED STAFF COMMENTS

None.



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ITEM 2. PROPERTIES

Our principalglobal headquarters and research and development facilities are located in Aurora, Illinois. As of September 30, 2020, we operated 46 facilities globally, of which 20 facilities are owned by the company and 26 are leased. The Company operates in 18 facilities located in the U.S. and 28 are outside the U.S. These 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 slurry manufacturing plant and distribution center in Aurora, Illinois, comprising approximately 175,000 square feet; and
a commercial polishing pad manufacturing plant and offices in Aurora, Illinois, comprising approximately 48,000 square feet.

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

*
two commercial pad manufacturing plants and offices in Hillsboro, Oregon, comprising approximately 140,000 square feet; and
*a development and technical support facility and business office in Rochester, New York, comprising approximately 23,000 square feet.

Our principal foreign facilities that we own consist of:

*a commercial slurry and pad manufacturing plant, automated warehouse, research and development facility and offices in Kaohsiung County, Taiwan, comprising approximately 190,000 square feet;
*a commercial slurry manufacturing plant and distribution center, and a development and technical support facility in Geino, Japan, comprising approximately 165,000 square feet; and
*a commercial slurry manufacturing plant, development facility and offices in Oseong, South Korea, comprising approximately 110,000 square feet.

Our principal foreign facilities that we lease consist of:

*an office in Hsin-Chu, Taiwan, comprising approximately 30,000 square feet; and
*a commercial slurry manufacturing plant, research and development facility and business office in Singapore, comprising approximately 24,000 square feet.

outside the Unites States include locations in Taiwan, Japan, South Korea, Singapore, China, Canada, Mexico, Italy, France, and the United Kingdom.
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. For example, we expandedWe intend to expand certain of our facilities in Hillsboro, Oregon in fiscal 2018 to support future growth.meet our anticipated business needs.


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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, weWe periodically become a party to legal proceedings, arbitrations, regulatory proceedings, inquiries and investigations (“contingencies”) arising in the ordinary course of business.our business operations. The ultimate resolution of these contingencies is subject to significant uncertainty, and should we fail to prevail in any of them or should several of them be resolved against us in the same reporting period, these matters could, individually or in the aggregate, be material to our consolidated financial statements. The information set forth in Note 20 of “Notes to the Consolidated Financial Statements” included in Item 8 of Part II of this Annual Report on Form 10-K is incorporated by reference into this Item 3.



ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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INFORMATION ABOUT OUR EXECUTIVE OFFICERS OF THE REGISTRANT

Set forth below is information concerningof our executive officers and their ages as of October 31, 2018.2020.

NAMEAGEPOSITION
David H. Li45President and Chief Executive Officer
Scott D. Beamer47Vice President and Chief Financial Officer
H. Carol Bernstein58Vice President, Secretary and General Counsel
Thomas F. Kelly53Vice President and Chief Commercial Officer
Ananth Naman48Vice President, Asia Pacific, and Chief Technology Officer
Eleanor K. Thorp44Vice President, Human Resources
Daniel D. Woodland48Vice President and Chief Marketing and Operations Officer
Thomas S. Roman57Principal Accounting Officer and Corporate Controller

NameAgePresent PositionFiscal Year Appointed to Current Position
Other Positions Held Between Fiscal 2016-20201
David H. Li47President and Chief Executive Officer2015
Scott D. Beamer49Vice President and Chief Financial Officer2018Vice President and Chief Financial Officer, Stepan Company, 2013-2018
H. Carol Bernstein60Vice President, Secretary and General Counsel2000
Jeffrey M. Dysard47Vice President and President, Performance Materials2019General Manager of CMP Slurries, 2018-2019; General Manager of CMP Pads, 2016-2018
Colleen E. Mumford44Vice President, Communications and Marketing2020Corporate Relations Director, 2018-2019; various other roles within the Company 1997-2018
Eleanor K. Thorp46Vice President, Human Resources2018Head of Human Resources and Recruiting at Sephora Digital SEA, 2015-2018
Daniel D. Woodland50Vice President and President, Electronic Materials2019Vice President and Chief Marketing and Operations Officer, 2017-2019; Vice President of Marketing, 2015-2017
Jeanette A. Press45Corporate Controller and Principal Accounting Officer2020Vice President and Principal Accounting Officer, Univar Solutions, 2019-2020; Vice President and Principal Accounting Officer, USG Corporation, 2014-2019
DAVID H. LI has served as our President and Chief Executive Officer, and as a director
1Fiscal years for other positions held include partial years if held for any portion of our Company, since January 2015.  From June, 2008 through December 2014, Mr. Li served as our Vice President of the Asia Pacific Region.  Prior to that role, Mr. Li held various leadership roles, including our Managing Director of China and Korea, and our Global Business Director for Tungsten and Advanced Dielectrics.  Prior to that, he held a variety of leadership positions in operations, sourcing and investor relations since joining us in 1998.  Mr. Li received a B.S. in Chemical Engineering from Purdue University and an M.B.A. from Northwestern University.

fiscal year
SCOTT D. BEAMER has served as our Vice President and Chief Financial Officer since January, 2018.  Prior to joining us, Mr. Beamer served as Vice President and Chief Financial Officer of Stepan Company from August 2013.  Before that, Mr. Beamer held various senior finance roles over a 16-year career at PPG Industries, Inc., including serving as its CFO – Europe, and as its Assistant Corporate Controller.  Mr. Beamer has a B.S. from Bloomsburg University, and an M.B.A. from the University of Pittsburgh, and began his career at Ernst & Young.
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H. CAROL BERNSTEINhas served as our Vice President, Secretary and General Counsel since August 2000.  From 1998 until joining us, Ms. Bernstein served as the General Counsel and Director of Industrial Technology Development of Argonne National Laboratory/the University of Chicago. From 1985 through 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.
THOMAS F. KELLY has served as our Vice President and Chief Commercial Officer since October 2017, and prior to that had served as our Vice President of Corporate Development since September 2016.  From 2012 until joining us, Mr. Kelly served as the Director of Global Raw Materials Procurement for Celanese Corporation.  Prior to that, he held various roles at Chemtura Corporation, culminating in serving as Vice President of New Business Development and the Program Management Organization from 2010 to 2012, and was Vice President of Product Management, Operations and Integration Planning from 2008 to 2010.  Before that, Mr. Kelly held various senior business operations, product management, and supply chain assurance positions with us from 1999 through 2008.  Mr. Kelly received his B.S. and M.S. degrees in Chemical Engineering from Villanova University, and his M.B.A. from Drexel University.

ANANTH NAMAN has served as our Vice President and Chief Technology Officer since January 2015, and as of October 2017, also assumed responsibility for our Asia Pacific region.  Previously, Dr. Naman was our Vice President of Research and Development since January 2011.  Prior to that, Dr. Naman was our Director of Product Development starting in April 2009 and Director of Pads Technology from January 2006 through March 2009.  Prior to joining us, Dr. Naman managed research and development efforts at Honeywell International from July 2000 to December 2005, and from 1997 to 2000 he held positions in research and development at Seagate Technology.  Dr. Naman earned B.S., M.S. and Ph.D. degrees in Materials Science and Engineering from the University of Florida.


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ELEANOR K. THORP has served as our Vice President, Human Resources since September 2018.  Ms. Thorp rejoined our company after serving as the Head of Human Resources and Recruiting at Sephora Digital SEA, from 2015 through 2018, based in Singapore.  Prior to that, Ms. Thorp was Cabot Microelectronics' Human Resources Director of Asia Pacific from 2013 through 2015.  Before this, she was Head of Human Resources and Recruiting at Frontier Strategy Group, and also spent time in executive search, working across a wide range of industries, based first in London and then in New York.  Ms. Thorp graduated from the University of Cambridge (England) with a B.A. in Social and Political Science.
DANIEL D. WOODLANDhas served as our Vice President and Chief Marketing and Operations Officer since October 2017, and prior to that had served as our Vice President of Marketing since January 2015.  From June 2009 through December 2014, Dr. Woodland served as our Global Business Director for Dielectrics, after having served as our Marketing Director since December 2006.  Prior to that, Dr. Woodland served as Product Line Manager, and held various research and development positions after joining us in September 2003.  Before joining us, Dr. Woodland held management roles at OMNOVA Solutions.  Dr. Woodland received a B.A. in Physics from the University of California – Berkeley, and a Ph.D. in Physics from the University of Maine.

THOMAS S. ROMANhas 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.




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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, currentlyis listed on the NASDAQ Global Select Market and formerlyunder the NASDAQ National Market.  The following table sets forth the range of quarterly high and low sales prices for our common stock.
  HIGH LOW
Fiscal 2017    
 First Quarter64.45 50.66
 Second Quarter77.01 62.41
 Third Quarter81.85 69.88
 Fourth Quarter81.39 68.00
Fiscal 2018    
 First Quarter102.92 79.36
 Second Quarter115.94 92.38
 Third Quarter119.32 97.42
 Fourth Quarter123.76 101.17
Fiscal 2019 First Quarter (through October 31, 2018)104.07 89.19

symbol “CCMP.” As of October 31, 2018,2020, there were approximately 598 holders of record of our common stock. In January 2016, we announced that our Board of Directors authorized the initiation of a regular dividend program under which the Company intends to pay quarterly cash dividends on our common stock. Pursuant to this announcement, our Board of Directors declared quarterly cash dividends of $0.18 per share, during the second, third, and fourth quarters of fiscal 2016, and during the first quarter of fiscal 2017.  Starting in the second quarter of fiscal 2017, our Board of Directors declared quarterly cash dividends of $0.20 per share, which continued in each quarter through the first quarter of fiscal 2018. Starting in the second quarter of fiscal 2018, our Board of Directors declared quarterly cash dividends of $0.40 per share, the latest of which we paid in October 2018.  The declaration and payment of future dividends is subject to the discretion and determination of the Company's Board of Directors and management, based on a variety of factors, and the program may be suspended, terminated or modified at any time for any reason.

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, 2018  34,170  $114.89   33,999  $87,986 
                 
Aug. 1 through Aug. 31, 2018  42,579   115.65   42,500   83,071 
                 
Sep. 1 through Sep. 30, 2018  17,162   109.11   16,500  $81,271 
                 
Total  93,911  $114.17   92,999  $81,271 
In January 2016, our Board of Directors authorized an increase in the amount available under our share repurchase program from the previously remaining $75.0 million to $150.0 million. Under this program, we repurchased 369,791318 thousand shares for $40.7$35.0 million in fiscal 2018.2020. There were no share repurchases under the share repurchase program in the fourth quarter of 2020. As of September 30, 2018, $81.32020, $36.3 million remainsremained available under our share repurchase program. The manner in which the Company repurchases its shares is discussed in Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, under the heading "Liquidity and Capital Resources", of this Annual Report on Form 10-K. To date, we have funded share purchases under our share repurchase program from our available cash balance, and currently anticipate we will continue to do so.
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Separate from this share repurchase program, we purchased a total of 38,16625 thousand shares during fiscal 2018 pursuant to the terms of our Cabot Microelectronics Corporation 2012 Omnibus Incentive Plan, as amended (OIP), as shareswere withheld from equity award recipients to cover payroll taxes on the vesting of shares of restricted stock awarded underor restricted stock units during fiscal 2020 pursuant to the OIP.


terms of our 2012 Omnibus Incentive Plan, as amended (“OIP”).
EQUITY COMPENSATION PLAN INFORMATION

See Part III, Item 12 of this Annual Report on Form 10-K for information regarding shares of common stock that may be issued under the Company's existing equity compensation plans.
23



INDEX

STOCK PERFORMANCE GRAPH

The following graph illustrates the cumulative total stockholder return on our common stock during the period from September 30, 20132015 through September 30, 20182020 and compares it with the cumulative total return on the NASDAQ Composite Index and the Philadelphia Semiconductor Index.Index (PHLX). The comparison assumes $100 was invested on September 30, 20132015 in our common stock and in each of the foregoing indices and assumes reinvestment of the quarterly cash dividends declared in each fiscal year from 2016 2017 and 2018.to 2020. The performance shown is not necessarily indicative of future performance. See "Risk Factors" in Part I, Item 1A above.



 9/1312/133/146/149/1412/143/156/159/1512/153/16
            
Cabot Microelectronics Corporation100.00118.67114.26115.94107.63122.88129.76122.33100.60113.68106.71
NASDAQ Composite100.00110.41111.85118.36121.64128.28133.11136.27127.37138.65135.53
PHLX Semiconductor100.00108.68117.36127.33130.24139.60137.19132.11119.78130.71135.70

 6/169/1612/163/176/179/1712/173/186/189/18
           
Cabot Microelectronics Corporation110.90139.06166.50202.48195.66212.38250.51286.23288.48276.71
NASDAQ Composite135.00148.79150.57166.25173.12183.54195.89201.02214.63230.21
PHLX Semiconductor 141.32167.42172.35189.52195.73221.76241.86260.31253.15264.21
ccmp-20200930_g1.jpg



9/1512/153/166/169/1612/163/176/179/1712/173/18
CMC Materials, Inc.$100.00 $113.01 $106.08 $110.24 $138.24 $165.51 $201.28 $194.50 $211.12 $249.02 $284.53 
NASDAQ Composite$100.00 $108.71 $106.07 $105.82 $116.42 $118.35 $130.34 $135.77 $144.00 $153.43 $157.40 
PHLX Semiconductor$100.00 $110.57 $113.37 $116.60 $141.43 $154.05 $172.53 $177.48 $201.69 $216.50 $230.47 

6/189/1812/183/196/199/1912/193/206/209/20
CMC Materials, Inc.$286.77 $275.07 $256.40 $302.19 $298.28 $382.64 $393.45 $312.68 $383.49 $392.47 
NASDAQ Composite$167.81 $180.24 $149.07 $174.13 $180.86 $181.19 $203.77 $175.34 $229.60 $255.40 
PHLX Semiconductor$229.14 $239.39 $203.41 $246.85 $259.64 $278.63 $332.10 $272.48 $361.77 $408.20 

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ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA

The following selected financial data for each year of the five-year period ended September 30, 20182020 has been derived from the audited consolidated financial statements.


(In thousands, except per share amounts)Year Ended September 30,
20201,2,3
20191,2,3
20183
20172016
Consolidated Statements of Income:
Revenue$1,116,270 $1,037,696 $590,123 $507,179 $430,449 
Gross profit488,601 442,653 314,105 254,129 210,202 
Operating income216,905 110,496 160,118 111,988 74,508 
Net income142,828 39,215 110,043 86,952 59,849 
Diluted earnings per share$4.83 $1.35 $4.19 $3.40 $2.43 
Dividends declared per share$1.74 $1.66 $1.40 $0.78 $0.54 
Consolidated Balance Sheets:
Cash and cash equivalents$257,354 $188,495 $352,921 $397,890 $287,479 
Property, plant and equipment, net362,067 276,818 111,403 106,361 106,496 
Total assets4
2,376,467 2,261,766 780,973 834,100 727,230 
Long-term debt910,764 928,463 — 132,997 146,961 
Stockholders' equity1,074,313 980,377 666,692 595,037 497,648 
Total liabilities and stockholders' equity4
2,376,467 2,261,766 780,973 834,100 727,230 
Consolidated Statement of Cash Flows:
Net cash provided by operating activities$287,284 $174,981 $168,865 $141,369 $95,211 
Net cash used in investing activities(124,252)(1,232,976)(22,751)(19,783)(144,429)
Net cash provided by (used in) financing activities(97,656)894,432 (197,562)(7,015)(24,409)
Other Financial Data:
Adjusted EBITDA5
$357,801 $333,418 
Adjusted EBITDA margin5
32.1 %32.1 %
1The 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 statementsAcquisition have been included in Items 7the financial results since the Acquisition Date. In addition, as part of the Acquisition, the Company entered into a new credit agreement, which was amended in fiscal 2020. See Notes 4 and 13 of “Notes to the Consolidated Financial Statements” included in Item 8 of Part II of this Annual Report on Form 10-K as well as Risk Factorsfor a discussion of the Acquisition and Debt, respectively.
2 The results of fiscal 2020 and 2019 have been impacted by the impairment of the wood treatment reporting unit. See Note 10 of “Notes to the Consolidated Financial Statements” included in Item 1A8 of Part III of this Annual Report on Form 10-K.10-K for a discussion of the impact of the impairments.

3 The Tax Act was passed in December 2017 and has impacted the effective tax rates for our fiscal years beginning in 2018. See Note 19 of “Notes to the Consolidated Financial Statements” included in Item 8 of Part II of this Annual Report on Form 10-K for a discussion of the impact of the Tax Act.
CABOT MICROELECTRONICS CORPORATION4 The new accounting standards for Leases, adopted 10/1/2019, brought operating leases onto the balance sheet. See Note 14 of “Notes to the Consolidated Financial Statements” included in Item 8 of Part II of this Annual Report on Form 10-K for a discussion of the impact of this new accounting standard.
SELECTED FINANCIAL DATA - FIVE YEAR SUMMARY
(Amounts5 See “Use of Certain GAAP and Non-GAAP Financial Information” later in thousands, except per share amounts)

  Year Ended September 30, 
  2018  2017  2016  2015  2014 
Consolidated Statement of Income Data:               
Revenue $590,123  $507,179  $430,449  $414,097  $424,666 
Cost of goods sold  276,018   253,050   220,247   201,866   221,573 
Gross profit  314,105   254,129   210,202   212,231   203,093 
                     
Operating expenses:                    
Research, development and technical  51,950   55,658   58,532   59,778   59,354 
Selling and marketing  25,044   30,846   27,717   24,983   26,513 
General and administrative  76,993   55,637   49,445   52,430   45,418 
Total operating expenses  153,987   142,141   135,694   137,191   131,285 
                     
Operating income  160,118   111,988   74,508   75,040   71,808 
                     
Interest expense  2,905   4,529   4,723   4,524   3,354 
Other income (expense), net  4,498   1,913   653   681   140 
Income before income taxes  161,711   109,372   70,438   71,197   68,594 
Provision for income taxes  51,668   22,420   10,589   15,051   17,843 
Net income $110,043  $86,952  $59,849  $56,146  $50,751 
                     
Basic earnings per share $4.31  $3.47  $2.47  $2.32  $2.12 
Weighted average basic shares outstanding  25,518   25,015   24,077   24,040   23,704 
Diluted earnings per share $4.19  $3.40  $2.43  $2.26  $2.04 
Weighted average diluted shares outstanding  26,243   25,512   24,477   24,632   24,611 
Cash dividends per share $1.40  $0.78  $0.54  $-  $- 
  As of September 30, 
  2018  2017  2016  2015  2014 
Consolidated Balance Sheet Data:               
Cash and cash equivalents $352,921  $397,890  $287,479  $354,190  $284,155 
Other current assets  169,860   153,092   149,351   140,318   143,838 
Property, plant and equipment, net  111,403   106,361   106,496   93,743   100,821 
Other assets  146,789   176,757   183,904   72,223   72,353 
Total assets $780,973  $834,100  $727,230  $660,474  $601,167 
                     
Current liabilities $101,154  $91,213  $65,885  $60,644  $55,448 
Long-term debt  -   132,997   146,961   155,313   164,063 
Other long-term liabilities  13,127   14,853   16,736   15,553   9,654 
Total liabilities  114,281   239,063   229,582   231,510   229,165 
Stockholders' equity  666,692   595,037   497,648   428,964   372,002 
Total liabilities and stockholders' equity $780,973  $834,100  $727,230  $660,474  $601,167 

Item 7 of this Report on Form 10-K for definitions and reconciliations of adjusted EBITDA and adjusted EBITDA margin. Prior to fiscal 2019, the Company did not provide these financial metrics.
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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" (MD&A), as well as disclosures included elsewhere in this Report on 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 Report on Form 10-K are forward-looking.  In particular, forward-looking statements include statements herein regarding the expected timetable for closing of the pending acquisition of KMG; the expected benefits and synergies of the pending acquisition of KMG and the capital structure of the combined company; our and KMG's beliefs, plans and expectations; future sales and operating results; growth or contraction of, and trends in the industry and markets in which the Company participates; the Company's management; various economic or political factors and international or national events, including related to the enactment of trade sanctions, tariffs, or other similar matters; regulatory or legislative activity, including the enactment of the Tax Act in December 2017 in the United States; product performance; the generation, protection and acquisition of intellectual property, and litigation related to such intellectual property or third party intellectual property; new product introductions; development of new products, technologies and markets; the Company's supply chain; the financial conditions of the Company's customers; natural disasters; the acquisition of, investment in, or collaboration with other entities; uses and investment of the Company's cash balance, including dividends and share repurchases, which may be suspended, terminated or modified at any time for any reason by the Company, based on a variety of factors; financing facilities and related debt, payoff or payment of principal and interest, and compliance with covenants and other terms; the Company's capital structure; the Company's current or future tax rate, including the effects of the Tax Act in the United States; and the operation of 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.  These forward-looking statements involve a number of risks, uncertainties, and other factors, that could cause actual results to differ materially from those described by these forward-looking statements.  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 "Notes to the notes to those financial statementsConsolidated Financial Statements," which are included in Item 8 of Part II of this Annual Report on Form 10-K. For management's discussion and analysis of our results of operations for fiscal 2019 as compared to fiscal 2018 please refer to Part II, Item 7 "Management's discussion and analysis of financial condition and results of operations" on Form 10-K for our fiscal year ended September 30, 2019, filed with the SEC on November 27, 2019, which is incorporated herein by reference.



OVERVIEW

Cabot Microelectronics Corporation ("Cabot Microelectronics'', "the Company'', "us'', "we'', or "our'') supplies high-performance polishing slurriesCMC is a leading global supplier of consumable materials to semiconductor manufacturers and pads usedpipeline companies. The Company’s electronic materials products play a critical role in the manufactureproduction of advanced integrated circuit (IC)semiconductor devices, within the semiconductor industry, in a process called chemical mechanical planarization (CMP).  CMP polishes surfaces at an atomic level, thereby helping to enable IC device manufacturers to producethe manufacture of smaller, faster and more complex IC devices with fewer defects.  We operate predominantly in one industry segment –by its customers. The Company’s PIM products and services provide solutions for optimizing pipeline throughput and maximizing performance and safety.
Recent Developments and Items Impacting Comparability
The Company completed the development, manufactureAcquisition on the Acquisition Date 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 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 also pursue other demanding surface modification applications through our Engineered Surface Finishes (ESF) business, in which we develop and provide products for demanding polishing applications in other industries.

In fiscal 2018, we experienced continued strong demand for our products, consistent with demand conditions in the overall semiconductor industry, particularly for memory applications.  This was driven in part by our memory customers' migration from 2D to 3D NAND, which requires more CMP processing steps.  In addition, continued capacity expansions in 3D NAND, primarily in Korea and China, should continue to provide future growth opportunities for us. In the advanced logic and foundry segments, we believe that new applications in areas such as mobile, artificial intelligence (or AI), and blockchain will continue to drive demand for advanced logic semiconductors going forward. In addition, the legacy logic and foundry area of the industry continues to benefit from growth in applications such as internet of things, autonomous driving, industrial automation, cloud and high-performance computing, virtual reality, and 5G. We believe we remain well-positioned to benefit from these long-term demand trends.  However, there are many factors that make it difficult for us to predict future revenue trends for our business, including those discussed in Part I, Item 1A entitled "Risk Factors"Consolidated Financial Statements included in this Form 10-K.


Revenue for fiscal 2018 was $590.1 million, which represented an increase of 16.4% from $507.2 million reported for fiscal 2017, and was a record for the Company.  The increase in revenue from fiscal 2017 included record annual revenue in our tungsten slurries, dielectrics slurries, and polishing pads, which grew 14.3%, 16.1% and 21.0%, respectively, from last year.  In addition, results benefited from record revenue in ESF, which includes QED Technologies.

Gross margin, representing gross profit as a percentage of revenue, for fiscal 2018 was 53.2%, compared to 50.1% in fiscal 2017.  The increase in gross margin from last year was primarily due to higher sales volume and a higher value product mix, partially offset by higher fixed manufacturing costs, including higher staffing-related expense.  We currently expect our gross margin for full fiscal year 2019 to be between 53% and 54%, which includes approximately 80 basis points of NexPlanar amortization expense and does not take into account expected expenses related to the pending acquisition of KMG.  We may continue to experience fluctuations in our gross margin due to a number of factors, including changes in our product mix and the extent to which we utilize our manufacturing capacity, which may cause our annual and quarterly gross margin to be above or below this annual guidance range.

Operating expenses, which include research, development and technical, selling and marketing, and general and administrative expenses, were $154.0 million in fiscal 2018 compared to $142.1 million in fiscal 2017.  The increase in operating expenses of 8.3%, or $11.8 million, from fiscal 2017 was primarily due to executive officer transition costs, costs related to the proposed acquisition of KMG, as well as higher staffing-related expense.  We currently expect total operating expenses for our full fiscal year 2019 to be between $154.0 million and $158.0 million. This includes approximately $1.9 million of NexPlanar amortization expense, but does not include any expenses related to KMG acquisition.

Diluted earnings per share in fiscal 2018 were a record level of $4.19, and represented an increase of 23.2%, or $0.79, from $3.40 in fiscal 2017.  The increase was primarily due to higher revenue and a higher gross margin, partially offset by higher operating expenses and the unfavorable impact of the enactment of the Tax Act in December 2017.


CRITICAL ACCOUNTING POLICIES AND ESTIMATES

This MD&A, as well as disclosures included elsewhere in thisAnnual Report on Form 10-K are based upon our audited consolidatedinclude the 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, inventory valuation, 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 liabilitiesKMG since that are not readily apparent from other sources, as well as for identifying and assessing our accounting treatment with respectdate. For additional information, refer 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.  We will continue to monitor the financial solvency of our customers and, if global economic, or individual customer, conditions weaken, we may have to record additional increases to our allowance for doubtful accounts.  As of September 30, 2018, our allowance for doubtful accounts represented 2.4% of gross accounts receivable.  If we had increased our estimate of bad debts by 100 basis points to 3.4% of gross accounts receivable, our general and administrative expenses would have increased by $0.7 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 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 reserve for obsolete inventory at September 30, 2018 by 10%Part 1, Item 1, “Business”, our cost of goods sold would have increased by $0.3 million.


IMPAIRMENT OF LONG-LIVED ASSETS AND INVESTMENTS

We assess the recoverability of the carrying value of long-lived assets, including finite-lived intangible assets, whenever events or changes in circumstances indicate that the assets may be impaired.  We perform a periodic review of our long-lived assets to determine if such impairment indicators exist.  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 either individually identified or 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.  If 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 did not record any impairment expense in fiscal 2018 and 2016.  We recorded impairment expense on long-lived assets of $0.9 million in fiscal 2017 related to surplus research and development equipment, which was subsequently sold for a gain.

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

We account for our acquisitions under the current standards of accounting for business combinations.  These standards require assets and liabilities of an acquired business to be recognized at their estimated fair value.  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.  Goodwill represents the residual value of the purchase price over the fair value of net assets acquired, including identifiable 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 in-process technology 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.

As described elsewhere in thisAnnual Report on Form 10-K, in August 2018, we entered into a Merger Agreement pursuant to which we will acquire KMG, which we expect to close in approximately mid-November 2018, subject to customary closing conditions, including the adoption of the Merger Agreement by KMG's shareholders. We intend to account for the Merger using the business combination standard, and we will be treated as the acquirer for accounting purposes.10-K.

In fiscal 2016, we recorded $58.4 million of goodwill and $55.0 million of intangible assets related to our acquisition of NexPlanar.  The intangible assets included $50.0 million with finite lives and $5.0 million of in-process technology.  In the fourth quarter of fiscal 2016,2019, we determined that onemade a decision to close KMG-Bernuth’s Matamoros, Mexico and Tuscaloosa, Alabama wood treatment facilities and cease participating in the wood treatment business by approximately the end of calendar year 2021, and focus our strategy and future capital investments on our core businesses.Until the planned closure of the Matamoros and Tuscaloosa facilities, we intend to continue to operate the existing facilities and serve our wood treatment customers.
The global spread of the Pandemic has created significant uncertainty and economic disruption worldwide and in the countries and locations in which we and our customers and suppliers operate. Our primary focus has been and continues to be on the health and well-being of our employees and the ongoing operation of our facilities worldwide according to our business continuity plans, which we update on an ongoing basis.
To date, we have not seen a meaningful impact from the Pandemic on our ability to manufacture and deliver products under development was unlikely to meet our original cash flow projections based on information received subsequent tocustomers, but the datePandemic has negatively impacted some of acquisition.  Consequently,the industries we recorded a $1.0 million impairmentserve, primarily the oil and gas industry. The Pandemic has exacerbated the impact of this intangible asset. The remaining $4.0 million was subsequently reclassified to developed technologythe continued geopolitical factors within the oil and we began amortizing this intangible assetgas industry, resulting in fiscal 2018.


GOODWILL AND INTANGIBLE ASSETS

Purchased intangible assets with finite lives are amortized over their estimated useful lives and are evaluatedlower demand for impairment using a process similar to that used to evaluate other long-lived assets.  Goodwill and indefinite lived intangible assets are not amortized and are tested annuallyour PIM products. Demand from our semiconductor industry customers, which represents approximately 80% of our revenue, remained stable in our fourth fiscal quarter or more frequently if indicators of potential impairment exist, using a fair-value-based approach.  The recoverability of goodwill is measured atas the reporting unit level, which is definedwork-from-home and remote learning environments benefited certain areas such as either an operating segment or one level below an operating segment.  A component is a reporting unit when the component constitutes a business for which discrete financial information is availablecloud, PCs and segment management regularly reviews the operating resultsservers, offsetting weakness in industrial and automotive sectors of the component.  Components may be combined into one reporting unit when they have similar economic characteristics.  We have three reporting units, all of which had goodwill as of September 30, 2018, the date of our annual impairment test.  Two of the reporting units, CMP Slurries and CMP Pads, represent 95% of the goodwill balance on our Consolidated Balance Sheet as of September 30, 2018.  The goodwill related to CMP Pads resulted from our acquisition of NexPlanar.

Accounting guidance provides an entity the option to assess the fair value of a reporting unit either using a qualitative analysis ("step zero") or a quantitative analysis ("step one").  Similarly, an entity has the option to use a step zero or step one approach to determine the recoverability of indefinite-lived intangible assets.  In fiscal 2016, 2017 and 2018, we chose to use a step one analysis for both goodwill impairment and for the recoverability of indefinite-lived intangible assets, with the exception of our CMP Slurries reporting unit, for which we chose to use a step zero analysis for fiscal 2018.

Factors requiring significant judgment include the selection of valuation approach and assumptions related to future revenue and gross margin growth rates, discount factors and royalty rates, among others.  Changes in economic and operating conditions that occur after the annual impairment analysis or an interim impairment analysis that impact these assumptions may result in future impairment charges.  The CMP Pads reporting unit and QED reporting unit each had a calculated fair value that was in excess of the carrying value greater than 50%.  As a result of the review performed in the fourth quarter of fiscal 2018, and the related sensitivity analysis, we determined that there was no impairment of our goodwill as of September 30, 2018.  There was no goodwill impairment recorded in fiscal 2017. In fiscal 2016, as noted above, we recorded a $1.0 million impairment of certain NexPlanar in-process technology.

SHARE-BASED COMPENSATION

We record share-based compensation expense for all share-based awards, including stock option grants, and restricted stock, restricted stock unit and performance share unit ("PSU") awards, and employee stock purchase plan purchases.  We calculate share-based compensation expense using the straight-line approach based on awards ultimately expected to 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 to estimate the grant date fair value of our stock options and employee stock purchase plan purchases.  This model requires the input of subjective assumptions, including the price volatility of the underlying stock, the expected term of our stock options, expected dividend yield and the risk-free interest rate.  We estimate the expected volatility of our stock options based on a combination of our stock's historical volatility and the implied volatilities from actively-traded options on our stock.  We calculate the expected term of our stock options using historical stock option exercise data, and for stock option grants made prior to December 2017, we have added a slight premium to this expected term for employees who meet the definition of retirement-eligible pursuant to their stock option grants during the contractual term of the grant.  As of December 2017, the provisions of new stock option grants and restricted stock unit awards state that except in certain circumstances, including termination for cause, once an employee meets the retirement eligibility requirements, any remaining unvested share-based awards will continue to vest regardless of termination of service. Consequently, the requisite service period for the award is satisfied upon retirement eligibility. Therefore, for those employees who have met the retirement eligibility at the grant date, we now record the total share-based compensation expense upon award; for those employees who will meet the retirement eligibility during the four-year vesting period, we now record the share-based compensation expense over the period from the grant date through the date of retirement eligibility, rather than over the four-year vesting period stated in the award agreement. Due to the change in retirement eligibility for awards in December 2017, $0.9 million was immediately recorded as expense in the first quarter of fiscal 2018.

industry.
The expected dividend yield represents our annualized dividend in dollars divided by the stock price on the date of grant.  The risk-free interest rate is derived from the U.S. Treasury yield curve in effect at the time of grant.

The PSUs that have been awarded may be subjectextent to downward or upward adjustment depending on the total shareholder return achieved by the Company during the particular performance period related to the PSUs, relative to the total shareholder return of the S&P SmallCap 600 Index.  We use a third-party service provider to estimate the fair value of the PSUs at grant date by using a Monte Carlo simulation model. This model simulates the stock price movements of the Company and Index constituents using certain assumptions, including the stock price of our company and Index constituents, the risk-free interest rate and stock price volatility.


In the first quarter of fiscal 2018, we adopted ASU No. 2016-09, "Improvements to Employee Share Based Payment Accounting" (Topic 718) (ASU 2016-09) prospectively. The provisions of this standard relate to aspects of the accounting for share-based payments transactions, including income tax consequences, classification of awards as either equity or liabilities, classification of excess tax benefits on the Consolidated Statements of Cash Flows and earnings per share calculations.  As a result of the adoption, our excess tax benefits were recorded as a reduction to the provision for income taxes, rather than an increase to equity.  Therefore, we recorded a tax benefit of $7.3 million in our Consolidated Statements of Income for fiscal 2018. The net income, including the impact of the tax benefits, was used to calculate our basic earnings per share under the new guidance.  In addition, we have elected to continue to estimate forfeitures under ASC 718 pursuant to the adoption of ASU 2016-09.

The fair value of our restricted stock and restricted stock unit awards represents the closing price of our common stock on the date of award.

In fiscal 2016, in conjunction with our acquisition of NexPlanar, we granted incentive stock options (ISOs), as allowed under our current Omnibus Incentive Plan, to certain NexPlanar employees in substitution for unvested ISOs they had held in NexPlanar at the time of the closing of the acquisition.  We used the Black-Scholes option-pricing model to estimate the grant date fair value of these ISOs to calculate share-based compensation expense in fiscal 2016 and for future periods.

ACCOUNTING FOR INCOME TAXES

Current income taxes are determined based on estimated taxes payable or refundable on tax returns for the current year.  Deferred income taxes are determined using enacted tax rates for the effect of temporary differences between the book and tax bases of recorded assets and liabilities.  The effect on deferred tax assets and liabilities of changes in tax rates is recognized in income in the period that includes the enactment date.  Provisions are made for both U.S. and any foreign deferred income tax liability or benefit.  We assess whether or not our deferred tax assets will ultimately be realized and record an estimated valuation allowance on those deferred tax assets that may not be realized.  We recognize the tax benefit of an uncertain tax position only if it is more likely than not that the tax position will be sustained by the taxing authorities, based on the technical merits of the position.  In fiscal 2016 and 2017,  we maintained an assertion to permanently reinvest the earnings of all of our foreign subsidiaries.  In light of the enactment of the Tax Act in December 2017 and the associated transition to a territorial tax system, we no longer considered our foreign earnings to be indefinitely reinvested and repatriated $197.9 million in fiscal 2018.  In addition, the Tax Act incudes complex changes to the U.S. tax code, including but not limited to: (1) reducing the U.S. federal corporate income tax rate to 21% effective January 1, 2018; and (2) requiring a one-time transition tax on certain un-repatriated earnings of foreign subsidiaries that is payable over eight years. As a result of the Tax Act, the SEC staff issued accounting guidance that provides up to a one-year measurement period during which a company may complete its accounting for the impacts of the Tax Act (SAB 118).  To the extent that a company's accounting for certain income tax effects of the Tax Act is incomplete but for which the company is able to determine a reasonable estimate, it must record a provisional estimate in its financial statements.  If a company cannot determine a provisional estimate to be included in its financial statements, it should continue to apply the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act.  New guidance regulators, changes in interpretations of the Tax Act, and refinement ofPandemic may further impact our estimates from ongoing analysis of data and tax positions may change the provisional amounts.  See the section titled "Liquidity and Capital Resources" in this MD&A and Note 16 of the "Notes to the Consolidated Financial Statements" of this Form 10-K for additional information on income taxes and permanent reinvestment.


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 information available to us to determine whether such accruals should be adjusted and whether new accruals are required.

EFFECTS OF RECENT ACCOUNTING PRONOUNCEMENTS

See Note 2 to the Consolidated Financial Statements of this Form 10-K for a description of recent accounting pronouncements including the expected dates of adoption and effects on ouroperations, results of operations and financial positioncondition going forward is uncertain and cash flows.difficult to estimate, and depends on numerous evolving and potentially unknown factors.




26
30



RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, the changes in balances on the consolidated statement of income along with the percentage of revenue of certain line items included in our historical statements of income:

Year Ended September 30,
(In thousands)20202019$ Change% Change
Revenue$1,116,270 100.0 %$1,037,696 100.0 %$78,574 7.6 %
Cost of sales627,669 56.2 %595,043 57.3 %32,626 5.5 %
Gross profit488,601 43.8 %442,653 42.7 %45,948 10.4 %
Research, development and technical52,311 4.7 %51,707 5.0 %604 1.2 %
Selling, general and administrative217,071 19.4 %213,078 20.5 %3,993 1.9 %
Asset impairment charges2,314 0.2 %67,372 6.5 %(65,058)(96.6)%
Total operating expenses271,696 24.3 %332,157 32.0 %(60,461)(18.2)%
Operating income216,905 19.4 %110,496 10.6 %106,409 96.3 %
Interest expense42,510 3.8 %45,681 4.4 %(3,171)(6.9)%
Interest income670 0.1 %2,346 0.2 %(1,676)(71.4)%
Other income (expense), net(1,718)(0.2)%(4,055)(0.4)%2,337 57.6 %
Income before income taxes173,347 15.5 %63,106 6.1 %110,241 174.7 %
Provision for income taxes30,519 2.7 %23,891 2.3 %6,628 27.7 %
Net income$142,828 12.8 %$39,215 3.8 %$103,613 264.2 %
 Year Ended September 30, 
 2018 2017  2016 
         
Revenue100.0% 100.0 % 100.0%
Cost of goods sold46.8  49.9  51.2 
Gross profit53.2  50.1  48.8 
         
Research, development and technical8.8  11.0  13.6 
Selling and marketing4.2  6.1  6.4 
General and administrative13.0  11.0  11.5 
Operating income27.1  22.1  17.3 
Interest expense0.5  0.9  1.1 
Other income, net0.8  0.4  0.2 
Income before income taxes27.4  21.5  16.4 
Provision for income taxes8.8  4.4  2.5 
         
Net income18.6% 17.1 % 13.9%



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31


INDEX
YEAR ENDED SEPTEMBER 30, 2018, VERSUS2020, AS COMPARED TO YEAR ENDED SEPTEMBER 30, 2017

2019
REVENUE

Revenue was $590.1$1,116.3 million in fiscal 2018,2020, which represented an increase of 16.4%7.6%, or 82.9$78.6 million, from fiscal 2017.2019. The increase in revenue was primarily driven by a $52.9 millionthe Acquisition. The increase was primarily due to higher sales volume, a $27.5 million increase due to a higher value product mix,the addition of the KMG businesses for the full period in fiscal 2020, selected price increases, and a $4.4 million increase due to foreign exchange fluctuations, partiallyincreased revenue from CMP slurries, offset by a $1.8 million decrease due to price changes.  The increase in sales volume was consistent with continued overall strong demand conditions in the global semiconductor industry.  Revenuelower revenue from tungsten slurries, dielectrics slurries, polishing pads and ESF increased 14.3%, 16.1%, 21.0% and 36.4%, respectively, from fiscal 2017.


CMP pads.
COST OF GOODS SOLD

SALES
Total costCost of goods soldsales was $276.0$627.7 million in fiscal 2018,2020, which represented an increase of 9.1%5.5%, or $23.0$32.6 million, from fiscal 2017.2019. The increase in cost of goods sold was primarily driven by a $12.4 million increase due to higher sales volume,addition of the KMG businesses for the full period in fiscal 2020.
GROSS MARGIN
Our gross margin was 43.8% in fiscal 2020 compared to 42.7% in fiscal 2019. The increase was primarily due to price increases for our wood treatment products.
SELLING, GENERAL AND ADMINISTRATIVE
Selling, general and administrative expenses were $217.1 million in fiscal 2020, which represented an increase of 1.9%, or $4.0 million, from fiscal 2019. This was primarily due to a $6.6$24.7 million increase in fixed manufacturingamortization expense associated with re-valuing KMG assets to fair value during fiscal 2019 and $3.3 million increase in staffing-related costs, including incentive compensation costs primarily resulting from higher staffing-related expenses, a $2.9 million increase due to product mix, a $2.0 million increase due to foreign exchange fluctuations,expense from the Short-Term Incentive Program (“STIP”), our annual cash incentive program, partially offset by a $1.0$24.4 million decrease in other variable manufacturing costs, including material costs. Fixed manufacturing costs included $5.2Acquisition and integration related expenses, as well as a $3.3 million of NexPlanar amortization expense compared to $4.8 milliondecrease in the same period of fiscal 2017.


GROSS MARGIN

Our gross margin was 53.2% in fiscal 2018 compared to 50.1% for fiscal 2017.  The increase in gross margin from last year was primarily due to higher sales volume and a higher value product mix, partially offset by higher fixed manufacturing costs, including higher staffing-relatedtravel expenses.

ASSET IMPAIRMENT CHARGES

RESEARCH, DEVELOPMENT AND TECHNICAL

Total research, development and technical expensesAsset impairment charges were $52.0$2.3 million in fiscal 2018,2020 compared to $67.4 million in fiscal 2019 due to impairment of the long-lived assets and intangible assets in the wood treatment asset group as a result of the planned closure of its facilities. See Note 10 of “Notes to the Consolidated Financial Statements” included in Item 8 of Part II of this Annual Report on Form 10-K.
INTEREST EXPENSE
Interest expense was $42.5 million in fiscal 2020, which represented a decrease of 6.7%, or $3.7$3.2 million, from fiscal 2017.2019. The decrease was primarily due to a decline in the LIBOR rate for the unhedged portion of the Company's Term Loan Facility, a lower professional expensesoutstanding term loan balance due to repayments, and a lower interest rate on our borrowings resulting from the refinancing of $1.3 million, lower staffing-related costsour Amended Credit Agreement in the first quarter of $1.0 million, the absence of an impairment charge of $0.9 million that occurred in fiscal 2017, and lower depreciation and amortization expense of $0.7 million,2020. The decrease was partially offset by the absencelonger period of a gain on equipment disposal of $1.8 million that occurred in fiscal 2017.

Our research, development and technical efforts are focused ontime during which the following main areas:

Research related to fundamental CMP technology;
Development of new and enhanced CMP consumable products, including collaboration on joint development projects with technology-leading customers and suppliers;
Process development to support rapid and effective commercialization of new products;
Technical support of CMP products in our customers' research, development and manufacturing facilities; and,
Development of polishing and metrology applications outside of the semiconductor industry.


SELLING AND MARKETING

Selling and marketing expenses were $25.0 million in fiscal 2018, which represented a decrease of 18.8%, or $5.8 million, from fiscal 2017.  The decrease was primarily due to lower staffing-related costs of $4.1 million, lower information technology expenses of $0.8 million, and the absence of amortization expense of $0.6 million resulting from intangible assets becoming fully amortized during fiscal 2018.



GENERAL AND ADMINISTRATIVE

General and administrative expenses were $77.0 million in fiscal 2018, which represented an increase of 38.4%, or $21.4 million, from fiscal 2017. The increase was primarily due to higher staffing-related costs of $5.7 million, $4.2 million in costs associated with executive officer transitions, $3.9 million in acquisition and integration related costs in connection with the proposed KMG acquisition, higher long-term incentive compensation expenses of $2.6 million, higher professional expenses of $1.8 million, and higher information technology expenses of $1.5 million.


INTEREST EXPENSE

Interest expense was $2.9 million in fiscal 2018, which represented a decrease of 35.9%, or $1.6 million, from fiscal 2017. The decrease resulted from the payoff of our Term Loan in April 2018.Facility was outstanding within the twelve months ended September 30, 2020 compared to the twelve months ended September 30, 2019.


OTHER INCOME, NET

Other income was $4.5 million in fiscal 2018, an increase of $2.6 million from fiscal 2017.  The increase was primarily due to higher interest income of $2.1 million resulting from higher investment balances and higher average interest rates, and gain on the sale of certain ESF assets of $1.0 million in the second quarter of fiscal 2018.


PROVISION FOR INCOME TAXES

Our effective income tax rate was 32.0%17.6% in fiscal 20182020 compared to 20.5%37.9% in fiscal 2017.2019. The increasedecrease in the effective tax rate during fiscal 2018 was primarily due to the unfavorable initial impact of the Tax Act, which was enacted in the first quarter of fiscal 2018, and the absence of benefits of the tax holiday in South Korea, which expired as of October 2017. These items were partially offset by the benefit from the adoption of ASU 2016-09 in fiscal 2018, which requires excess tax benefits of share based exercises to be recorded as a reduction to the provision for income taxes, rather than an increase to equity.  Note 16 of the "Notes to the Consolidated Financial Statements" for more information on our income tax provision.


NET INCOME

Net income was $110.0 million in fiscal 2018, which represented an increase of 26.6%, or $23.1 million, from fiscal 2017.  The increase was primarily due to higher revenue and a higher gross margin, partially offset by higher operating expenses and the $18.2 million unfavorable initial impact of the enactment of the Tax Act in December 2017.


YEAR ENDED SEPTEMBER 30, 2017, VERSUS YEAR ENDED SEPTEMBER 30, 2016

REVENUE

Revenue was $507.2 million in fiscal 2017, which represented an increase of 17.8%, or $76.7 million, from fiscal 2016.  The increase in revenue was driven by a $58.0 million increase due to higher sales volume, a $23.0 million increase due to product mix, and a $1.9 million increase due to exchange rate fluctuations, partially offset by a $6.1 million decrease due to price changes.  Revenue from polishing pads, ESF, dielectrics slurries, and tungsten slurries increased 31.9%, 24.7%, 21.3%, and 19.5%, respectively, from fiscal 2016.


COST OF GOODS SOLD

Total cost of goods sold was $253.0 million in fiscal 2017, which represented an increase of 14.9%, or $32.8 million, from fiscal 2016.  The increase in cost of goods sold was primarily due to a $17.2 million increase in fixed manufacturing costs, including costs related to our STIP, a $15.8 million increase due to higher sales volume, a $2.0 million increase due to foreign exchange fluctuations, a $1.4 million increase due to higher logistics costs, and a $1.2 million increase due to product mix, partially offset by a $5.5 million decrease in other variable manufacturing costs.  Fixed manufacturing costs in fiscal 2017 included $4.8 million of NexPlanar amortization expense, compared to $4.5 million in fiscal 2016.


GROSS PROFIT

Our gross profit as a percentage of revenue was 50.1% in fiscal 2017 compared to 48.8% for fiscal 2016.  The increase in gross profit as a percentage of revenue from fiscal 2016 was primarily due to higher sales volume, a higher-value product mix, and lower raw material costs, partially offset by higher fixed manufacturing costs, including costs associated with our STIP.


RESEARCH, DEVELOPMENT AND TECHNICAL

Total research, development and technical expenses were $55.7 million in fiscal 2017, which represented a decrease of 4.9%, or $2.9 million, from fiscal 2016.  The decrease was primarily due to $1.1 million in lower clean room material costs, a $1.0 million decrease due to the absence of an impairment charge recorded in fiscal 2016 for a NexPlanar intangible asset related to a technology asset, a $0.9 million decrease for gains on sale of surplus research and development equipment, and $0.7 million in lower depreciation and amortization expense, partially offset by $1.8 million in higher staffing-related costs, including STIP costs.

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

Research related to fundamental CMP technology;
Development of new and enhanced CMP consumable products, including collaboration on joint development projects with technology-leading customers and suppliers;
Process development to support rapid and effective commercialization of new products;
Technical support of CMP products in our customers' research, development and manufacturing facilities; and,
Development of polishing and metrology applications outside of the semiconductor industry.


SELLING AND MARKETING

Selling and marketing expenses were $30.8 million in fiscal 2017, which represented an increase of 11.3%, or $3.1 million, from fiscal 2016.  The increase was primarily due to $2.8 million in higher staffing-related costs, including STIP costs.


GENERAL AND ADMINISTRATIVE

General and administrative expenses were $55.6 million in fiscal 2017, which represented an increase of 12.5%, or $6.2 million, from fiscal 2016. The increase was primarily due to $5.8 million in higher staffing-related costs, including STIP costs, and $0.4 million in higher travel-related costs, partially offset by $0.6 million in lower bad debt expense, primarily related to the absence of $0.5 million for a customer placed into receivership in the fourth quarter of fiscal 2016.


INTEREST EXPENSE

Interest expense was $4.5 million in fiscal 2017, and was comparable to $4.7 million in fiscal 2016.


OTHER INCOME, NET

Other income was $1.9 million in fiscal 2017, and increased $1.3 million from fiscal 2016.  The increase was primarily due to higher interest income earned on our cash and investment balances.


PROVISION FOR INCOME TAXES

Our effective income tax rate was 20.5% in fiscal 2017 compared to 15.0% in fiscal 2016.  The increase in the effective tax rate during fiscal 20172020 was primarily due to the absence of the retroactive reinstatement of the research and experimentation tax credita discrete charge recorded in fiscal 2016, and changes in the jurisdictional mix of income.  See Note 16 of the "Notes2019 related to the Consolidated Financial Statements" for more information on our incomefinal regulations issued under the Tax Act and the absence of unfavorable tax provision.


treatment of certain non-deductible costs related to the Acquisition.
NET INCOME

Net income was $87.0$142.8 million in fiscal 2017,2020, which represented an increase of 45.3%264.2%, or $27.1$103.6 million, from fiscal 2016.  2019.  Net income benefited from the addition of the KMG businesses for the full period in fiscal 2020, lower Acquisition and integration-related expenses, and lower Asset impairment charges related to the wood treatment business, partially offset by amortization associated with re-valuing KMG assets to fair value.

28

SEGMENT COMPARISON FOR THE FISCAL YEARS ENDED SEPTEMBER 30, 2020 AND SEPTEMBER 30, 2019
Revenue from external customers by segment and adjusted EBITDA/Margin are as follows:
(In thousands)Year Ended September 30,
20202019$ Change% Change
Segment Revenue:
Electronic Materials$882,824 $833,051 $49,773 6.0 %
Performance Materials233,446 204,645 28,801 14.1 %
Total Revenues$1,116,270 $1,037,696 $78,574 7.6 %
Adjusted EBITDA:
Electronic Materials$299,037 $294,902 $4,135 1.4 %
Performance Materials106,797 91,372 15,425 16.9 %
Unallocated corporate expenses(48,033)(52,856)4,823 9.1 %
Consolidated Adjusted EBITDA$357,801 $333,418 $24,383 7.3 %
Adjusted EBITDA Margin:
Electronic Materials33.9 %35.4 %-150 bpts
Performance Materials45.7 %44.6 %110 bpts


ELECTRONIC MATERIALS

The $49.8 million increase in Electronic Materials revenue was driven by a full year of KMG’s electronic chemicals business post-Acquisition and increased sales volume of CMP slurries, partially offset by lower CMP pads sales. The $4.1 million increase in adjusted EBITDA for Electronic Materials was driven by the revenue increases, as well as stronger profitability in CMP slurries, partially offset by higher fixed manufacturing costs. The 150 basis points decrease in adjusted EBITDA margin was primarily due to product mix.

PERFORMANCE MATERIALS

The $28.8 million increase in Performance Materials revenue was driven by higher revenueselling prices for our wood treatment products and a full year of KMG’s performance materials businesses post-Acquisition. The $15.4 million increase in Performance Materials adjusted EBITDA and 110 basis points increase in Performance Materials adjusted EBITDA margin were primarily driven by higher gross profit margin, partially offset by a higher effective tax rate and higher operating expenses.


selling prices for wood treatment products.
29

35



USE OF CERTAIN GAAP AND NON-GAAP FINANCIAL INFORMATION
Certain financial measures contained in this Annual Report on Form 10-K adjust for the impact of specified items and are not calculated in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP” or “GAAP”). We provide certain non-GAAP financial measures, such as adjusted EBITDA and adjusted EBITDA margin, to complement reported GAAP results because we believe that analysis of our financial performance is enhanced by an understanding of these non-GAAP financial measures. We exclude certain items from earnings when presenting our adjusted EBITDA measure because we believe they will be incurred infrequently and/or are otherwise not indicative of the Company’s regular, ongoing operating performance. Accordingly, we believe that they aid in evaluating the underlying operational performance of our business, and facilitate comparisons between periods. In addition, adjusted EBITDA is used as one of the performance goals of our fiscal 2020 Short-Term Incentive Program. A similar adjusted EBITDA calculation is also used by our lenders for a key debt compliance ratio.

Adjusted EBITDA margin is defined as adjusted EBITDA as a percentage of revenue. Adjusted EBITDA is defined as earnings before interest, income taxes, depreciation and amortization, adjusted for certain items that affect comparability from period to period. These adjustments include items related to the Acquisition, such as expenses incurred to complete the Acquisition and integration related expenses, costs of restructuring and asset impairment related to the wood treatment business and related adjustments, costs related to the KMG-Bernuth warehouse fire net of insurance recovery, costs related to the Pandemic net of grants received, and impact of fair value adjustments to inventory acquired from KMG.

The non-GAAP financial measures provided are a supplement to, and not a substitute for, the Company’s financial results presented in accordance with U.S. GAAP. Management strongly encourages investors to review the Company’s consolidated financial statements in their entirety and to not rely on any single financial measure. A reconciliation table of GAAP to non-GAAP financial measures is contained below.

Adjusted EBITDA for the Electronic Materials and Performance Materials segments is presented in conformity with Accounting Standards Codification Topic 280, Segment Reporting. This measure is reported to the chief operating decision maker for purposes of making decisions about allocating resources to the segments and assessing their performance. For these reasons, this measure is excluded from the definition of non-GAAP financial measures under the SEC Regulation G and Item 10(e) of Regulation S-K.

30


RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA

The table below presents the reconciliation of Net income to adjusted EBITDA. Adjusted EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to Net income. Adjusted EBITDA may have limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.

(In thousands)Year Ended September 30,
202020192018
Net income$142,828 $39,215 $110,043 
Interest expense42,510 45,681 2,905 
Interest income(670)(2,346)(4,409)
Income taxes30,519 23,891 51,668 
Depreciation and amortization127,737 98,592 25,876 
EBITDA342,924 205,033 186,083 
Acquisition and integration related expense10,852 34,709 3,861 
Charges related to asset impairment of wood treatment business2,314 67,372 — 
Cost related to KMG-Bernuth warehouse fire, net of insurance recovery1,083 9,905 — 
Costs related to the Pandemic, net of grants received849 — — 
Charge for fair value write-up of acquired inventory sold— 14,869 — 
Net costs related to restructuring of the wood treatment business1
(221)1,530 — 
Adjusted EBITDA$357,801 $333,418 $189,944 
1 Represents adjustments to previously recorded severance liability related to the wood treatment business.


(In thousands)Year Ended September 30,
202020192018
Adjusted EBITDA
Electronic Materials$299,037 $294,902 $222,019 
Performance Materials106,797 91,372 7,191 
Unallocated Corporate Expenses(48,033)(52,856)(39,266)
Consolidated Adjusted EBITDA$357,801 $333,418 $189,944 


31

LIQUIDITY AND CAPITAL RESOURCES

We generated $168.9As of September 30, 2020, we had $257.4 million of cash and cash equivalents compared with $188.5 million as of September 30, 2019. On September 30, 2020, $159.4 million of cash and cash equivalents was held in foreign subsidiaries. Our total liquidity as of September 30, 2020 was $457.4 million compared to $388.5 million as of September 30, 2019 (including $200.0 million of borrowing availability under our Revolving Credit Facility in both periods, which includes our letter of credit sub-facility). The increase in liquidity reflects the cash flows from operating activities in fiscal 2018, $141.4 million in fiscal 2017 and $95.2 million in fiscal 2016.  Our cashflow provided by operating activities, in fiscal 2018 reflected net income of $110.0 million, $66.8 million in non-cash items, including $11.3 million related to the deemed repatriation transition tax of the Tax Act, partially offset by a $7.9 million decrease inthe cash flow due to a net increase in working capital. The increase in cash flows from operating activities in fiscal 2018 was primarily due to higher revenue and gross margin, partially offsetused by an increase in working capital.  

In fiscal 2018, cash flows used in investing activities were $22.8 million, representingadditions of property, plant and equipment, additions of $21.3 million and payment for net investment hedge termination of $9.9 million.  These items were partially offset by cash inflows of $5.3 million from the liquidation of auction rate securities and $3.0 million of cash received for the sale of certain ESF assets that occurred in the second quarter of fiscal 2018.  Our priority for use of cash continues to be investing in the organic growth of our business.  For example, we plan to continue to invest in our pads operations to improve automation, throughput, and efficiency to support continued increasing customer demand. We currently estimate that our total capital expenditures in fiscal 2019 will be in the range of $23.0 to $26.0 million not taking into account any expected expenditures related to the KMG Acquisition.

In fiscal 2018, cash flows used in financing activities were $197.6 million.  We used $144.4 million to payoff our previously existing Term Loan in April 2018, $44.3 million to repurchase sharesrepurchases of our common stock, and $30.7 million to pay dividends and dividend equivalentspayments of quarterly cash dividends.
Total debt, consisting of principal outstanding on our common stock.  We received $23.0Term Loan Facility, amounted to $921.4 million from($936.4 million in aggregate principal amount less $14.9 million of debt issuance costs) as of September 30, 2020 and $941.8 million ($959.7 million in aggregate principal amount less $17.9 million of debt issuance costs) as of September 30, 2019.
In March 2020, the issuance of common stock related to the exercise of stock options granted under our EIP and OIP, and for the sale of shares to employees under our ESPP.  We have a borrowing capacity of $100.0Company drew $150.0 million under the Revolving Credit Facility as wella precautionary measure in order to increase its cash position and preserve financial flexibility in light of uncertain global economic conditions resulting from the Pandemic. In September 2020, the Company repaid the amount outstanding under the Revolving Credit Facility, which had been unused in full, and as a $100.0 million uncommitted accordion feature.  of September 30, 2020, had no remaining balance outstanding under the Revolving Credit Facility.
The Revolving Credit Facility remains undrawnrequires that the Company maintain a maximum first lien secured net leverage ratio, as defined in the Amended Credit Agreement, of 4.00 to 1.00 as of the last day of each fiscal quarter. As of September 30, 2020, our maximum first lien secured net leverage ratio was 1.81 to 1.00. Additionally, the Amended Credit Agreement contains certain affirmative and negative covenants that limit the ability of the Company, among other things and subject to certain significant exceptions, to incur debt or liens, make investments, enter into certain mergers, consolidations, asset sales and acquisitions, pay dividends and make other restricted payments and enter into transactions with affiliates. We believe we are in compliance with these covenants as of September 30, 2018. 2020 and we expect to remain in compliance with our debt covenants during fiscal 2021 and beyond.

Following the enactment of the Tax Act in December 2017, we repatriated nearly $200 million of overseas cash, enabling the payoff of our Term Loan, as noted above.  In addition, the move to a territorial tax system under the Tax Act is expected to increase our ability to repatriate cash in the future.  In light of these factors and our belief in our ability to continue to generate strong cash flows, in March 2018, we announced an update to our capital deployment strategy. This strategy included doubling our regular quarterly cash dividend, from $0.20 to $0.40 per share, and prior to the pending KMG acquisition, our stated intention to distribute at least 50 percent of prior fiscal year free cash flow to stockholders through a combination of cash dividends and share repurchases.  In fiscal 2018, we returned approximately 60 percent of our fiscal 2017 cash flow to stockholders.

In January 2016, our Board of Directors authorized an increase in the amount available under our share repurchase program from the previously remaining $75.0 million to $150.0 million. AsIn fiscal 2020, we repurchased 318 thousand shares under this program, and $36.3 million authorization remained at the end of September 30, 2018, $81.3 million remains available under our share repurchase program.  Share repurchases are made from time to time, depending on market and other conditions.the year. The timing, manner, price and amounts of repurchases are determined at the Company's discretion, and the share repurchase program may be suspended, terminated or modified at any time for any reason. The repurchase program does not obligate the Company to acquire any specific number of shares. To date, we have funded share purchases under our share repurchase program from our available cash balance,on hand, and anticipate we will continue to do so.  Periodically, we have entered into "10b5-1" stock purchase plan agreements with independent brokers to repurchase shares of our common stock in accordance with guidelines pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.  A plan under Rule 10b5-1 allows a company to repurchase its shares at times when it otherwise might be prevented from doing so under insider trading laws or because of self-imposed trading blackout periods.  Repurchases are subject to SEC regulations as well as certain conditions specified in the plan.

Our Board of Directors authorized the initiation of our regular quarterly cash dividend program in January 2016, and since that time has increased the dividend twice, to its current level of $0.40$0.44 per share.  The declaration and payment of future dividends is subject to the discretion and determination of the Board of Directors and management, based on a variety of factors, and the program may be suspended, terminated or modified at any time for any reason.




We expect the pending acquisition of KMG to have a significant impact on our liquidity.  We intend to fund the Merger Consideration, as well as acquisition and integration-related costs, through ourbelieve that cash on hand, cash available from future operations, and the entry into a senior secured revolving credit facility in an aggregate principal amount of up to $200.0 million and a senior secured term loan facility in an aggregate principal amount of up to $1,065.0 million, as described elsewhere in this Report on Form 10-K.  At the closing of the transaction, we expect to terminateavailable borrowing capacity under our existing Credit Facility and draw down on this senior secured term loan facility in the amount of $1,065.0 million. In addition, we expect to issue common stock to satisfy the equity portion of the Merger Consideration. Also, in connection with the Acquisition, we incurred $3,861 in acquisition and integration related costs in fiscal 2018, and expect to incur more in the future. See Note 9 of the Notes to the Consolidated Financial Statements of this Report on Form 10-K for additional information regarding the existingAmended Credit Agreement and Note 20 regarding the anticipated terms of the New Credit Facilities.

As of September 30, 2018, we had $352.9 million of cash and cash equivalents, $130.3 million of which was held in foreign subsidiaries.  See Part I, Item 1A entitled "Risk Factors" in this Report on Form 10-K for additional discussion of our foreign operations.

We believe that our current balance of cash, cash generated by our operations, cash repatriation to the United States enabled by the Tax Act, and borrowing under expected debt financing following the close of our pending acquisition of KMG will be sufficient to fund our operations, expected capital expenditures, dividend payments, merger and acquisition activities, and share repurchases for at least the next twelve months. However, the current macroeconomic dislocation caused by the Pandemic has created uncertainty in worldwide economic conditions and in those of the industries in which we participate, and whether with respect to the impact of the Pandemic or in pursuit of corporate development or other initiatives, we may need to raise additional funds in the future through equity or debt financing, or other arrangements.  Depending on future conditions in the capital and credit markets, we could encounter difficulty securing additional financing in the type or amount necessary to pursue these objectives.

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Operating Activities
We generated $287.3 million in cash flows from operating activities in fiscal 2020, $175.0 million in fiscal 2019 and $168.9 million in fiscal 2018. Our cash provided by operating activities in fiscal 2020 reflected Net income of $142.8 million, $137.8 million in non-cash reconciling items, and decreases in working capital of $6.7 million. Non-cash reconciling items in fiscal 2020 included $127.7 million of depreciation and amortization expense, $16.4 million of share-based compensation expense, partially offset by $11.3 million of deferred income tax benefit. Our cash provided by operating activities in fiscal 2019 reflected Net income of $39.2 million and $175.2 million in non-cash reconciling items, partially offset by increases in working capital of $39.4 million. Non-cash reconciling items in fiscal 2019 included $98.6 million of depreciation and amortization expense, $67.4 million of wood treatment asset impairment charges, $18.2 million of share-based compensation expense, and $14.9 million of inventory step-up on acquired inventory sold, partially offset by $27.2 million of deferred income tax benefit. Our cash provided by operating activities in fiscal 2018 reflected Net income of $110.0 million and $66.8 million in non-cash reconciling items, partially offset by increases in working capital of $7.9 million. Non-cash reconciling items in fiscal 2018 included $25.9 million of depreciation and amortization expense, $18.5 million of share-based compensation expense, $11.3 million of deemed repatriation transition tax, and $10.8 million deferred income tax expense.
Investing Activities
In fiscal 2020, cash flows used in investing activities were $124.3, representing property, plant and equipment additions of $125.8 million, net of cash inflows of $1.6 million from the disposition of property. In fiscal 2019, cash flows used in investing activities were $1,233.0 million, representing property, plant and equipment additions of $56.0 million and $1,182.2 million used for the Acquisition, net of cash inflows of $5.2 million from insurance policies and disposition of property. The remainder of the Acquisition was satisfied with the issuance of common stock.  In fiscal 2018, cash flows used in investing activities were $22.8 million for purchases of property, plant and equipment.
Financing Activities
In fiscal 2020, cash flows used in financing activities were $97.7 million, which included $50.4 million of dividend payments, $38.2 million of cash used in stock repurchases, and $23.3 million of repayments on long-term debt. In fiscal 2019, cash flows provided from financing activities were $894.4 million. During the first quarter of fiscal 2019, we received $1,043.6 million in debt proceeds, net of $18.7 million in debt issuance costs and $2.7 million original discount fees, which was used for the Acquisition. This was partially offset by $105.3 million of repayments on this debt and $46.3 million of dividend payments during fiscal 2019. In fiscal 2018, cash used in financing activities were $197.6 million, which included $144.4 million of repayments on long-term debt, $30.7 million of dividend payments, and $44.3 million of cash used in stock repurchases.

OFF-BALANCE SHEET ARRANGEMENTS

At September 30, 20182020 and September 30, 2017,2019, 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.


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37



TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The following summarizes our contractual obligations at September 30, 2018,2020, and the effect such obligations are expected to have on our liquidity and cash flow in future periods.

CONTRACTUAL OBLIGATIONS
(In millions)
 
Total
  
Less Than
1 Year
  
1-3
Years
  
3-5
Years
  
After 5
Years
 
               
CONTRACTUAL OBLIGATIONS
(In thousands)
CONTRACTUAL OBLIGATIONS
(In thousands)
TotalLess Than
1 Year
1-3
Years
3-5
Years
After 5
Years
DebtDebt$936,363 $10,650 $21,300 $21,300 $883,113 
Interest expense and feesInterest expense and fees150,708 33,430 64,411 48,829 4,038 
Purchase obligations  41.1��  34.0   6.6   0.5   - Purchase obligations71,740 55,964 15,103 673 — 
Operating leases  19.6   3.5   4.5   3.7   7.9 Operating leases35,515 7,196 12,317 7,741 8,261 
Severance agreements  1.9   1.7   0.2   -   - Severance agreements896 891 — — 
Other long-term liabilities *  12.3   0.4   1.0   0.8   10.1 
Other long-term liabilities 1
Other long-term liabilities 1
27,939 256 13,455 264 13,964 
Total contractual obligations $$ 74.9  $$ 39.6  $$ 12.3  $$ 5.0  $$ 18.0 Total contractual obligations$1,223,161 $108,387 $126,591 $78,807 $909,376 
* 1We have excluded $0.1$112.2 million in deferred tax liabilities and $15.5 million of liabilities for uncertain tax positions from the other long-term liability amounts presented, as the deferred taxes that willamounts and timing of payments to be settled in cash are not known and the timing of any such payments is uncertain.known. We have also excluded $0.3$26.0 million related to the fair value of our interest rate swap.
INTEREST AND FEES ON LONG-TERM DEBT
Interest payments on long-term debt reflect interest rates in deferred rent as the renteffect at September 30, 2020. The interest payments are includedreflect LIBOR rates currently in the table above under the caption "Operating leases".

PURCHASE OBLIGATIONS

We have been operating under a multi-year supply agreement with Cabot Corporation, which is not a related partyeffect on $365.4 million of our outstanding debt, and has not been one since 2002, for the purchasereflect fixed interest rates on $571.0 million of fumed silica, the current term of which runs through December 31, 2019. This agreement provides us the option to purchase fumed silica with no minimum purchase requirements as of 2017,outstanding debt for which we have paid a feeexecuted interest rate swaps. Commitment fees are based on our estimated consolidated leverage ratio in future periods. See Note 13 of $1.5 million“Notes to the Consolidated Financial Statements” included in eachItem 8 of fiscal years 2017 and 2018, andPart II of this Annual Report on Form 10-K for which we will pay the same in 2019. The purchase obligation in the table above reflect management's expectation that we will meetadditional information regarding our forecasted quantities in calendar 2018 and beyond.  long-term debt.
PURCHASE OBLIGATIONS
Purchase obligations include an aggregate amount of $11.2 million of contractual commitments related to our Cabot Corporation supply agreement for fumed silica.  The $1.5 million payment due in fiscal year 2019 is included in accrued liabilities on our Consolidated Balance Sheet as of September 30, 2018.

abrasive particle and non-water-based carrier fluid agreements.
OPERATING LEASES

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

leases.
SEVERANCE AGREEMENTS

Liabilities for severance agreements at September 30, 20182020 represent payments to be made to former or to be former employees in accordance with individual agreements.

OTHER LONG-TERM LIABILITIES

Other long-term liabilities at September 30, 20182020 primarily consist of $11.8 million asset retirement obligations and $9.3 million of liabilities related to our foreign benefit plans in Japan, South Korea, and Korea,France.
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CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The Company’s accounting policies are more fully described in Note 2 of "Notes to the Consolidated Financial Statements" included in Part II, Item 8 of this Annual Report on Form 10-K of the Consolidated Financial Statements. As disclosed in Note 2, 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. Actual results may differ from these estimates under different assumptions or conditions.The Company believes that the following discussion addresses the Company’s most critical accounting policies, which are those that are most important to the portrayal of the Company’s financial condition and results of operations and require management’s most difficult, subjective and complex judgments.
GOODWILL AND OTHER INTANGIBLE ASSETS
We perform an annual impairment assessment of goodwill and other intangible assets at the reporting unit level as of September 30 of each year, or more frequently if circumstances indicate that the carrying value may not be recoverable. Where we use the qualitative assessment, we determine based on qualitative factors, such as macroeconomic, industry, legal, and financial performance, whether it is more likely than not that an impairment exists. If the qualitative assessment indicates that it is more likely than not that an impairment exists, then a quantitative assessment is performed.
Qualitative factors include industry and market considerations, overall financial performance, industry, legal and other relevant events and factors affecting the reporting unit. Additionally, as part of this assessment, we may perform a quantitative analysis to support the qualitative factors above by applying sensitivities to assumptions and inputs used in measuring a reporting unit’s fair value.
In our quantitative assessment, estimated fair value is determined using an average of a discounted cash flow model and a market approach based on earnings before interest, taxes, and depreciation for a group of guideline comparable companies. Factors requiring significant judgment include the selection of market comparable companies, projected future revenue and gross margin, discount rates, and terminal growth rates. The wood treatment reporting unit fair value is determined using the discounted cash flow model only. The use of different assumptions, estimates or judgments could significantly impact the estimated fair value of a reporting unit, and therefore, impact the excess fair value above carrying value of the reporting unit. The reporting unit’s carrying value used in an impairment test represents the assignment of various assets and liabilities, excluding certain corporate assets and liabilities, such as cash, investments, and debt.
We test the reasonableness of the inputs and outcomes of our discounted cash flow models against available market data. Two of the Company’s reporting units, wood treatment and PIM, are at risk of failing future impairment tests, as the September 30, 2020 estimates of fair value do not substantially exceed their carrying values. As previously announced, the Company is closing its wood treatment facilities by approximately $8.1the end of calendar year 2021. The fair value of the wood treatment asset group was sufficient such that the recognized impairment was limited to long-lived assets and the reporting unit goodwill was not impaired, however, as the Company approaches the closure date of the facilities and there are lower estimated future cash flows, the carrying value of the wood treatment asset group and reporting unit will not be recoverable, resulting in future impairments. The carrying value includes $35.0 million $2.5and $3.8 million of liabilitygoodwill and intangible assets as of September 30, 2020, respectively. There is no excess fair value over the carrying value as of September 30, 2020.
For PIM, the estimated fair value of the reporting unit exceeded the carrying value by approximately 8%. PIM’s carrying value includes $318.2 million of goodwill and $46.0 million of trade-name intangible assets. Key assumptions in the goodwill test include projected future revenue and gross margin, a 10.5% discount rate, and a terminal growth rate of 3%. A 50 basis point change in the projected compound annual revenue growth rate, discount rate, or terminal growth assumption would not result in an impairment. The fair values for all other reporting units substantially exceeded their carrying value. Refer to Note 10 of “Notes to the Consolidated Financial Statements” included in Item 8 of Part II of this Annual Report on Form 10-K for more information regarding wood treatment.
The Flowchem LLC (“Flowchem”) trade name, an indefinite-lived intangible asset, was assessed for impairment using a relief from royalty approach. Factors requiring significant judgment include projected revenue, royalty rates, terminal growth rates, and discount rates.
Significant management judgment is required to estimate projected future revenue. All assumptions used in our impairment valuation for indefinite-lived intangible assets and goodwill are based on best available information and are consistent with internal forecasts and operating plans.
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ACCOUNTING FOR INCOME TAXES
We are subject to income taxes in the U.S. and numerous foreign jurisdictions. Accordingly, the determination of our provision for income taxes requires judgment, the use of estimates in certain cases and the interpretation and application of complex tax laws. Our effective income tax rate is affected by many factors, including changes in our assessment of certain tax contingencies, increases and decreases in valuation allowances, changes in tax law, outcomes of audits, and the mix of earnings among our U.S. and international operations.
We assess whether or not our deferred tax assets will ultimately be realized, and record an estimated valuation allowance on those deferred tax assets that may not be realized. Many factors are considered when assessing whether it is more likely than not that the deferred tax assets will be realized, including recent cumulative earnings, expectations of future taxable income, carryforward periods and other relevant quantitative and qualitative factors. The recoverability of the deferred tax assets is evaluated by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. This evaluation is based on best available information and are consistent with internal forecasts and operating plans.
We recognize the tax benefit of an uncertain tax position only if it is more likely than not that the tax position will be sustained by the taxing authorities, based on the technical merits of the position. When facts and circumstances change, we reassess these probabilities and record any changes in the financial statements as appropriate. This determination requires the use of judgment in evaluating our tax positions and assessing the $1.1 million liabilitytiming and amounts of deductible and taxable items. See Note 19 of "Notes to the Consolidated Financial Statements" included in Part II, Item 8 of this Annual Report on Form 10-K for future paymentsadditional information on income taxes.
EFFECTS OF RECENT ACCOUNTING PRONOUNCEMENTS
See Note 2 of "Notes to be made under our Cabot Microelectronics Supplemental Employee Retirement Plan.

PENDING ACQUISITION OF KMG

The table above excludes the purchase price and related transaction costsConsolidated Financial Statements" included in Part II, Item 8 of this Annual Report on Form 10-K for the pending acquisitiona description of KMG, which is expected to close in approximately mid-November 2018, subject to customary closing conditions, including the adoption of the Merger Agreement by KMG's shareholders.



recent accounting pronouncements.
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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 StatesU.S. through our foreign operations. SomeMost 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 Korean won, Japanese yen, and the New Taiwan dollar, Euro, British pound, and Singapore dollar. Approximately 25%22% of our revenue is transacted in currencies other than the U.S. dollar. However, outside of the United States,U.S., we also incur expenses that are transacted in currencies other than the U.S. dollar, which mitigates the exposure on the Consolidated StatementStatements of Income. We periodically enter into forward contracts in an effort to manage foreign currency exchange exposure on our Consolidated Balance Sheet.Sheets. However, we are unlikely to be able to hedge these exposures completely. We do not enter into forward contracts or other derivative instruments for speculative or trading purposes.

Fluctuations of the won, yen, and New Taiwan dollarCurrency fluctuations have not had a material impact on our Consolidated Statements of Income Statement during fiscal years 2018, 20172020, 2019 and 2016.2018.  While currency fluctuations of the yen and wondid not have not had a significant impact on other comprehensive income on our Consolidated Balance SheetSheets in fiscal 2018, they did have a significant impact in fiscal years 20172020 and 2016.2019.  We recorded $6.7$19.3 million in currency translation gains and $8.5 million in currency translation losses, and $16.0 million in currency translation gains, net of tax, during fiscal years 20172020 and 2016,2019, respectively, which was included in other comprehensive income.

MARKET RISK AND SENSITIVITY ANALYSIS RELATED TO FOREIGN EXCHANGE RATE RISK

We have performed a sensitivity analysis assuming a hypothetical 10% additional adverse movement in foreign exchange rates.  As of September 30, 2018,2020, 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.

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39

ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE

Page
Page
Consolidated Financial Statements:
41
42
43
44
45
47
78
Financial Statement Schedule:


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.

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40


Report of Independent Registered Public Accounting Firm

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

CMC Materials, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Cabot Microelectronics CorporationCMC Materials, Inc. and its subsidiaries (the "Company"“Company”) as of September 30, 20182020 and September 30, 2017,2019, and the related consolidated statements of income, of comprehensive income (loss), of changes in stockholders' equity and of cash flows for each of the three years in the period ended September 30, 2018,2020, including the related notes and financial statement schedule listed in the accompanying index appearing under Item 15(a)(2) (collectively referred to as the "consolidated“consolidated financial statements"statements”). We also have audited the Company's internal control over financial reporting as of September 30, 2018,2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 20182020 and September 30, 2017,2019, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 20182020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2018,2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Change in Accounting Principle
As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for leases as of October 1, 2019.
Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management'sManagement’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company'sCompany’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. 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.

Definition and Limitations of Internal Control over Financial Reporting

A company'scompany’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'scompany’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
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reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company'scompany’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.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill Impairment Assessment - Pipeline and Industrial Materials (“PIM”) and CMP Pads Reporting Units

As described in Notes 2 and 9 to the consolidated financial statements, the Company’s consolidated goodwill balance was $718.6 million at September 30, 2020, which included the PIM and CMP Pads reporting units.Goodwill is tested for impairment annually on September 30, or between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The goodwill impairment assessment is performed comparing the estimated fair value of the reporting units to their carrying amounts. Estimated fair values are determined using the average of a discounted cash flow model and a market approach based on earnings before interest, taxes, and depreciation for a group of guideline comparable companies. Factors requiring significant judgment include the selection of valuation approach and assumptions related to future revenue and gross margin, discount rates, and terminal growth rates.
The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the PIM and CMP Pads reporting units is a critical audit matter are (i) the significant judgment by management when determining the fair value of the reporting units using the discounted cash flow models; (ii) the high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating the significant assumptions used in management’s fair value estimate related to future revenue, gross margin, terminal growth rate and the discount rate for the PIM reporting unit, and future revenue and gross margin for the CMP Pads reporting unit; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the Company’s PIM and CMP Pads reporting units.These procedures alsoincluded, among others, testing management’s process for determining the fair value estimate of the PIM and CMP Pads reporting units; evaluating the appropriateness of using the average of a discounted cash flow model and a market approach based upon relevant market multiples; testing the completeness and accuracy of underlying data used in the discounted cash flow models; and evaluating the significant assumptions used by management related to future revenue, gross margin, terminal growth rate and the discount rate for the PIM reporting unit, and future revenue and gross margin for the CMP Pads reporting unit. Evaluating management’s assumptions related to future revenue, gross margin, and terminal growth rate involved evaluating whether the assumptions used were reasonable considering (i) the current and past performance of the reporting units, (ii) the consistency with external market and industry data, and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of the appropriateness of the discounted cash flow models and market approach and the reasonableness of the PIM discount rate assumption.

/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
November 13, 201817, 2020


We have served as the Company'sCompany’s auditor since 1999.

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41

CABOT MICROELECTRONICS CORPORATION

CMC MATERIALS, INC
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)

 Year Ended September 30, 
 2018  2017  2016 Year Ended September 30,
         202020192018
         
Revenue $590,123  $507,179  $430,449 Revenue$1,116,270 $1,037,696 $590,123 
            
Cost of goods sold  276,018   253,050   220,247 
Cost of salesCost of sales627,669 595,043 276,018 
            
Gross profit  314,105   254,129   210,202 Gross profit488,601 442,653 314,105 
            
Operating expenses:            Operating expenses:
Research, development and technical  51,950   55,658   58,532 Research, development and technical52,311 51,707 51,950 
Selling and marketing  25,044   30,846   27,717 
General and administrative  76,993   55,637   49,445 
Selling, general and administrativeSelling, general and administrative217,071 213,078 102,037 
Asset impairment chargesAsset impairment charges2,314 67,372 
Total operating expenses  153,987   142,141   135,694 Total operating expenses271,696 332,157 153,987 
            
Operating income  160,118   111,988   74,508 Operating income216,905 110,496 160,118 
            
Interest expense  2,905   4,529   4,723 Interest expense42,510 45,681 2,905 
            
Other income, net  4,498   1,913   653 
Interest incomeInterest income670 2,346 4,409 
Other income (expense), netOther income (expense), net(1,718)(4,055)89 
Income before income taxes  161,711   109,372   70,438 Income before income taxes173,347 63,106 161,711 
            
Provision for income taxes  51,668   22,420   10,589 Provision for income taxes30,519 23,891 51,668 
            
Net income $110,043  $86,952  $59,849 Net income$142,828 $39,215 $110,043 
            
Basic earnings per share $4.31  $3.47  $2.47 
Basic earnings per share (in dollars per share)Basic earnings per share (in dollars per share)$4.90 $1.37 $4.31 
            
Weighted-average basic shares outstanding  25,518   25,015   24,077 
Weighted average basic shares outstandingWeighted average basic shares outstanding29,136 28,571 25,518 
            
Diluted earnings per share $4.19  $3.40  $2.43 
Diluted earnings per share (in dollars per share)Diluted earnings per share (in dollars per share)$4.83 $1.35 $4.19 
            
Weighted-average diluted shares outstanding  26,243   25,512   24,477 
            
Dividends per share $1.40  $0.78  $0.54 
Weighted average diluted shares outstandingWeighted average diluted shares outstanding29,580 29,094 26,243 
The accompanying notes are an integral part of these consolidated financial statements.

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42

CABOT MICROELECTRONICS CORPORATION

CMC MATERIALS, INC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands, except per share amounts)thousands)

 Year Ended September 30, 
 2018  2017  2016 Year Ended September 30,
         202020192018
         
Net income $110,043  $86,952  $59,849 Net income$142,828 $39,215 $110,043 
            
Other comprehensive income (loss), net of tax:            Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments  679   (6,746)  15,996 Foreign currency translation adjustments19,286 (8,548)679 
Minimum pension liability adjustment  (26)  276   (434)Minimum pension liability adjustment1,047 (449)(26)
Net unrealized gain (loss) on cash flow hedges  (63)  863   84 
Net unrealized loss on cash flow hedgesNet unrealized loss on cash flow hedges(10,711)(18,780)(63)
            
Other comprehensive income (loss), net of tax  590   (5,607)  15,646 Other comprehensive income (loss), net of tax9,622 (27,777)590 
            
Comprehensive income $110,633  $81,345  $75,495 Comprehensive income$152,450 $11,438 $110,633 
The accompanying notes are an integral part of these consolidated financial statements.

42
43

CABOT MICROELECTRONICS CORPORATION

CMC MATERIALS, INC
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)

 September 30, September 30,
 2018  2017 20202019
ASSETS      ASSETS
Current assets:      Current assets:
Cash and cash equivalents $352,921  $397,890 Cash and cash equivalents$257,354 $188,495 
Accounts receivable, less allowance for doubtful accounts of $1,900 at September 30, 2018, and $1,747 at September 30, 2017  75,886   64,793 
Accounts receivable, less allowance for doubtful accounts of $583 at September 30, 2020, and $2,377 at September 30, 2019Accounts receivable, less allowance for doubtful accounts of $583 at September 30, 2020, and $2,377 at September 30, 2019134,023 146,113 
Inventories  71,926   71,873 Inventories159,134 145,278 
Prepaid expenses and other current assets  22,048   16,426 Prepaid expenses and other current assets26,558 28,670 
Total current assets  522,781   550,982 Total current assets577,069 508,556 
        
Property, plant and equipment, net  111,403   106,361 Property, plant and equipment, net362,067 276,818 
Goodwill  101,083   101,932 Goodwill718,647 710,071 
Other intangible assets, net  35,202   42,710 Other intangible assets, net670,964 754,044 
Deferred income taxes  5,840   21,598 Deferred income taxes7,713 6,566 
Other long-term assets  4,664   10,517 Other long-term assets40,007 5,711 
Total assets $780,973  $834,100 Total assets$2,376,467 $2,261,766 
        
LIABILITIES AND STOCKHOLDERS' EQUITY        
LIABILITIES AND STOCKHOLDERS’ EQUITYLIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:        Current liabilities:
Accounts payable $18,171  $17,624 Accounts payable$49,254 $54,529 
Current portion of long-term debt  -   10,938 Current portion of long-term debt10,650 13,313 
Accrued expenses, income taxes payable and other current liabilities  82,983   62,651 Accrued expenses, income taxes payable and other current liabilities121,442 103,618 
Total current liabilities  101,154   91,213 Total current liabilities181,346 171,460 
        
Long-term debt, net of current portion, less prepaid debt issuance cost of $441 at September 30, 2017  -   132,997 
Long-term debt, net of current portionLong-term debt, net of current portion910,764 928,463 
Deferred income taxes  81   63 Deferred income taxes112,212 121,993 
Other long-term liabilities  13,046   14,790 Other long-term liabilities97,832 59,473 
Total liabilities  114,281   239,063 Total liabilities1,302,154 1,281,389 
        
Commitments and contingencies (Note 17)        
Commitments and contingencies (Note 20)Commitments and contingencies (Note 20)
        
Stockholders' equity:        
Common Stock: Authorized: 200,000,000 shares, $0.001 par value; Issued: 35,862,465 shares at September 30, 2018, and 35,230,742 shares at September 30, 2017  36   35 
Stockholders’ equity:Stockholders’ equity:
Common Stock Authorized: 200,000 shares, $0.001 par value; Issued: 39,914 shares at September 30, 2020 and 39,592 shares at September 30, 2019Common Stock Authorized: 200,000 shares, $0.001 par value; Issued: 39,914 shares at September 30, 2020 and 39,592 shares at September 30, 201940 40 
Capital in excess of par value of common stock  622,498   580,938 Capital in excess of par value of common stock1,019,803 988,980 
Retained earnings  471,673   397,881 Retained earnings553,718 461,501 
Accumulated other comprehensive income  4,539   3,949 
Treasury stock at cost, 10,356,147 shares at September 30, 2018, and 9,948,190 shares at September 30, 2017  (432,054)  (387,766)
Total stockholders' equity  666,692   595,037 
Accumulated other comprehensive lossAccumulated other comprehensive loss(14,104)(23,238)
Treasury stock at cost, 10,834 shares at September 30, 2020 and 10,491 shares at September 30, 2019Treasury stock at cost, 10,834 shares at September 30, 2020 and 10,491 shares at September 30, 2019(485,144)(446,906)
Total stockholders’ equityTotal stockholders’ equity1,074,313 980,377 
        
Total liabilities and stockholders' equity $780,973  $834,100 
Total liabilities and stockholders’ equityTotal liabilities and stockholders’ equity$2,376,467 $2,261,766 
The accompanying notes are an integral part of these consolidated financial statements.

43
44

CABOT MICROELECTRONICS CORPORATION

CMC MATERIALS, INC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

Year Ended September 30,
202020192018
Cash flows from operating activities:
Net income$142,828 $39,215 $110,043 
Adjustments to reconcile Net income to net cash provided by operating activities:
Depreciation and amortization127,737 98,592 25,876 
Accretion on Asset Retirement Obligations599 530 
Provision for doubtful accounts443 432 185 
Share-based compensation expense16,396 18,227 18,517 
Deemed repatriation transition tax11,340 
Deferred income tax expense (benefit)(11,267)(27,150)10,835 
Non-cash foreign exchange (gain) loss(266)839 (873)
(Gain) on sale of assets(71)(36)(865)
Impairment of assets2,314 67,372 
Realized loss on the sale of available-for-sale securities96 
Non-cash charge on inventory step up of acquired inventory sold14,869 
Amortization of debt issuance costs3,123 2,884 
Other(1,239)(1,362)1,666 
Changes in operating assets and liabilities:
Accounts receivable13,075 (6,156)(12,068)
Inventories(12,337)(20,993)(442)
Prepaid expenses and other assets8,645 6,830 (5,818)
Accounts payable(2,861)1,163 128 
Accrued expenses, income taxes payable and other liabilities165 (20,275)10,245 
Net cash provided by operating activities287,284 174,981 168,865 
Cash flows from investing activities:
Additions to property, plant and equipment(125,839)(55,972)(21,308)
Proceeds from the sale of assets1,587 1,224 3,027 
Acquisition of a business, net of cash acquired(1,182,187)
Cash settlement of life insurance policy3,959 
Purchases of available-for-sale securities(209,048)
Proceeds from the sale and maturities of available-for-sale securities214,460 
Settlement of net investment hedge(9,882)
Net cash used in investing activities(124,252)(1,232,976)(22,751)
Cash flows from financing activities:
Repayment of long-term debt(23,313)(105,326)(144,375)
Dividends paid(50,383)(46,324)(30,730)
Repurchases of common stock(38,238)(14,720)(44,288)
Proceeds from issuance of stock14,427 17,210 23,031 
Proceeds from issuance of long-term debt1,062,337 
Proceeds from revolving line of credit150,000 
Repayment on revolving line of credit(150,000)
  Year Ended September 30, 
  2018  2017  2016 
Cash flows from operating activities:         
Net income $110,043  $86,952  $59,849 
Adjustments to reconcile net income to net cash provided by operating activities:            
Depreciation and amortization  25,876   25,930   26,031 
Provision for doubtful accounts  185   26   588 
Share-based compensation expense  18,517   13,004   13,787 
Deemed repatriation transition tax  11,340   -   - 
Deferred income tax expense (benefit)  10,835   392   (1,757)
Non-cash foreign exchange (gain)/loss  (873)  435   (1,144)
Loss/(Gain) on disposal of property, plant and equipment  91   (1,820)  103 
Impairment of assets  -   860   1,079 
Realized loss on the sale of available-for-sale securities  96   -   - 
(Gain) on sale of assets  (956)  -   - 
Other  1,666   188   815 
Changes in operating assets and liabilities, excluding amounts related to acquisition:            
Accounts receivable  (12,068)  (3,986)  (8,017)
Inventories  (442)  (1,220)  3,351 
Prepaid expenses and other assets  (5,818)  (1,576)  3,935 
Accounts payable  128   892   (478)
Accrued expenses, income taxes payable and other liabilities  10,245   21,292   (2,931)
Net cash provided by operating activities  168,865   141,369   95,211 
             
Cash flows from investing activities:            
Additions to property, plant and equipment  (21,308)  (21,174)  (17,670)
Proceeds from the sale of property, plant and equipment  -   1,216   17 
Acquisition of business, net of cash acquired  -   -   (126,976)
Proceeds from the sales of assets  3,027   -   - 
Purchases of available-for-sale securities  (209,048)  -   - 
Proceeds from the sale and maturities of investment securities  214,460   175   200 
Settlement of net investment hedge  (9,882)  -   - 
Net cash used in investing activities  (22,751)  (19,783)  (144,429)
             
Cash flows from financing activities:            
Repayment of long-term debt  (144,375)  (10,938)  (8,750)
Dividends paid  (30,730)  (19,041)  (8,658)
Repurchases of common stock  (44,288)  (14,208)  (28,818)
Net proceeds from issuance of stock  23,031   30,615   19,512 
Principal payments under capital lease obligations  (1,200)  -   - 
Tax benefits associated with share-based compensation expense  -   6,557   2,305 
Net cash used in financing activities  (197,562)  (7,015)  (24,409)
             
Effect of exchange rate changes on cash  6,479   (4,160)  6,916 
Increase (decrease) in cash  (44,969)  110,411   (66,711)
Cash and cash equivalents at beginning of year  397,890   287,479   354,190 
Cash and cash equivalents at end of year $352,921  $397,890  $287,479 
             
Supplemental disclosure of cash flow information:            
Cash paid for income taxes $20,345  $13,321  $7,246 
Cash paid for interest $2,464  $4,128  $4,307 
             
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 $1,975  $1,488  $1,005 
             

44

Debt issuance costs(18,745)
Other financing activities(149)(1,200)
Net cash provided by (used in) financing activities(97,656)894,432 (197,562)
Effect of exchange rate changes on cash3,483 (863)6,479 
Increase (decrease) in cash and cash equivalents68,859 (164,426)(44,969)
Cash and cash equivalents at beginning of year188,495 352,921 397,890 
Cash and cash equivalents at end of year$257,354 $188,495 $352,921 
Supplemental disclosure of cash flow information:
Cash paid for income taxes (net of refunds received)$44,535 $35,432 $20,345 
Cash paid for interest45,281 39,181 2,464 
Purchases of property, plant and equipment in accrued liabilities and accounts payable at the end of the period5,365 8,690 1,975 
Equity consideration related to the acquisition of KMG Chemicals, Inc331,048 
Cash paid during the period for lease liabilities7,554 
Right of use asset obtained in exchange for lease liabilities7,435 
The accompanying notes are an integral part of these consolidated financial statements.

45
45

CABOT MICROELECTRONICS CORPORATION

CMC MATERIALS, INC
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(In thousands)thousands, except per share amounts)

Common
Stock
(shares)
Treasury
Stock
(shares)
Common
Stock
Capital
In Excess
of Par
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Treasury
Stock
Total
Balance at September 30, 201735,231 9,948 $35 $580,938 $397,881 $3,949 $(387,766)$595,037 
Share-based compensation expense18,518 18,518 
Repurchases of common stock under Share Repurchase Program370 (40,726)(40,726)
Repurchases of common stock - other38 (3,562)(3,562)
Exercise of stock options488 19,278 19,279 
Issuance of restricted stock under Deposit Share Program93 300 300 
Issuance of stock under Employee Stock Purchase Plan50 3,464 3,464 
Net income110,043 110,043 
Dividends ($1.40 per share in dollars)(36,251)(36,251)
Foreign currency translation adjustment679 679 
Cash flow hedges(63)(63)
Minimum pension liability adjustment(26)(26)
Balance at September 30, 201835,862 10,356 $36 $622,498 $471,673 $4,539 $(432,054)$666,692 
Share-based compensation expense18,227 18,227 
Repurchases of common stock under Share Repurchase Program88 (10,002)(10,002)
Repurchases of common stock - other47 (4,850)(4,850)
Exercise of stock options313 13,194 13,195 
Issuance of common stock in connection with acquisition of KMG Chemicals, Inc.3,237 331,045 331,048 
Issuance of restricted stock under Deposit Share Program131 75 75 
Issuance of stock under Employee Stock Purchase Plan49 3,941 3,941 
Net income39,215 39,215 
Dividends ($1.66 per share in dollars)(48,454)(48,454)
Effect of the adoption of revenue recognition accounting standard(933)(933)
Foreign currency translation adjustment(8,548)(8,548)
Cash flow hedges(18,780)(18,780)
Minimum pension liability adjustment(449)(449)
Balance at September 30, 201939,592 10,491 $40 $988,980 $461,501 $(23,238)$(446,906)$980,377 
  
Common
Stock
  
Capital
In Excess
Of Par
  
Retained
Earnings
  
Accumulated
Other
Comprehensive
Income
  
Treasury
Stock
  Total 
Balance at September 30, 2015 $33  $495,673  $284,088  $(6,090) $(344,740) $428,964 
                         
Share-based compensation expense      13,787               13,787 
Repurchases of common stock under share repurchase plans, at cost                  (25,980)  (25,980)
Repurchases of common stock - other, at cost                  (2,838)  (2,838)
Exercise of stock options  1   16,623               16,624 
Issuance of Cabot Microelectronics restricted stock under Deposit Share Program      52               52 
Issuance of Cabot Microelectronics stock under Employee Stock Purchase Plan      2,837               2,837 
Tax benefits from share-based compensation plans      1,868               1,868 
Net income          59,849           59,849 
Dividends          (13,161)          (13,161)
Foreign currency translation adjustment              15,996       15,996 
Interest rate swaps              84       84 
Minimum pension liability adjustment              (434)      (434)
                         
Balance at September 30, 2016 $34  $530,840  $330,776  $9,556  $(373,558) $497,648 
                         
Share-based compensation expense      13,004               13,004 
Repurchases of common stock under share repurchase plans, at cost                  (12,035)  (12,035)
Repurchases of common stock - other, at cost                  (2,173)  (2,173)
Exercise of stock options  1   27,665               27,666 
Issuance of Cabot Microelectronics stock under Employee Stock Purchase Plan      2,986               2,986 
Tax benefits from share-based compensation plans      6,443               6,443 
Net income          86,952           86,952 
Dividends          (19,847)          (19,847)
Foreign currency translation adjustment              (6,746)      (6,746)
Interest rate swaps              863       863 
Minimum pension liability adjustment              276       276 
                         
Balance at September 30, 2017 $35  $580,938  $397,881  $3,949  $(387,766) $595,037 
                         
Share-based compensation expense      18,518               18,518 
Repurchases of common stock under share repurchase plans, at cost                  (40,726)  (40,726)
Repurchases of common stock - other, at cost                  (3,562)  (3,562)
Exercise of stock options  1   19,278               19,279 
Issuance of Cabot Microelectronics restricted stock under Deposit Share Program      300               300 
Issuance of Cabot Microelectronics stock under Employee Stock Purchase Plan      3,464               3,464 
Net income          110,043           110,043 
Dividends          (36,251)          (36,251)
Foreign currency translation adjustment              679       679 
Interest rate swaps              (63)      (63)
Minimum pension liability adjustment              (26)      (26)
                         
Balance at September 30, 2018 $36  $622,498  $471,673  $4,539  $(432,054) $666,692 

46

Common
Stock
(shares)
Treasury
Stock
(shares)
Common
Stock
Capital
In Excess
of Par
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Treasury
Stock
Total
Balance at September 30, 201939,592 10,491 $40 $988,980 $461,501 $(23,238)$(446,906)$980,377 
Share-based compensation expense16,396 16,396 
Repurchases of common stock under Share Repurchase Program318 (35,009)(35,009)
Repurchases of common stock - other25 (3,229)(3,229)
Exercise of stock options181 9,491 9,491 
Issuance of restricted stock under Deposit Share Program95 150 150 
Issuance of stock under Employee Stock Purchase Plan46 4,786 4,786 
Net income142,828 142,828 
Dividends ($1.74 per share in dollars)(51,099)(51,099)
Effect of the adoption of the stranded tax effect accounting standard488 (488)
Foreign currency translation adjustment19,286 19,286 
Cash flow hedges(10,711)(10,711)
Minimum pension liability adjustment1,047 1,047 
Balance at September 30, 202039,914 10,834 $40 $1,019,803 $553,718 $(14,104)$(485,144)$1,074,313 
The accompanying notes are an integral part of these consolidated financial statements.

47
46

CABOT MICROELECTRONICS CORPORATION

CMC MATERIALS, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)


1. BACKGROUND AND BASIS OF PRESENTATION

On October 1, 2020, Cabot Microelectronics Corporation ("Cabot Microelectronics''changed its name to CMC Materials, Inc. (“CMC”, "the Company''“the Company”, "us''“us”, "we''“we”, or "our'“our”') supplies high-performance polishing slurries. CMC is a leading global supplier of consumable materials to semiconductor manufacturers and pads usedpipeline companies. The Company's products play a critical role in the production of advanced semiconductor devices, helping to enable the manufacture of advanced integrated circuit (IC) devices within the semiconductor industry, in a process called chemical mechanical planarization (CMP).  CMP polishes surfaces at an atomic level, thereby helping to enable IC device manufacturers to produce smaller, faster and more complex IC devices with fewer defects.  We develop, produce and sell CMP slurries for polishing manyby its customers. The Consolidated Financial Statements included in this Annual Report on Form 10-K include the financial results of KMG Chemicals, Inc. (“KMG”) since the Company’s acquisition of 100% of the conductingoutstanding stock of KMG (the “Acquisition”) on November 15, 2018 (the “Acquisition Date”).
Since the Acquisition, we operate our business within 2 reportable segments: Electronic Materials and insulatingPerformance Materials. The Electronic Materials segment consists of our chemical mechanical planarization (“CMP”) slurries business, CMP pads business, and electronic chemicals business. The Performance Materials segment consists of our pipeline and industrial materials used in IC devices.  We develop, manufacture(“PIM”) business, wood treatment business and sell CMP polishing pads, which are used in conjunction with slurries in the CMP process.  We also develop and provide products for demanding surface modification applications in other industries through our Engineered Surface Finishes (ESF)QED Technologies International, Inc. (“QED”) business.

The audited consolidated financial statements have been prepared by usCMC pursuant to the rules of the Securities and Exchange Commission (SEC)(“SEC”) and accounting principles generally accepted in the United States of America (U.S. GAAP)(“U.S. GAAP” or “GAAP”)We operate predominantly in one reportable segment - the development, manufacture, and sale of CMP consumables.

The results of operations for the quarter ended December 31, 2017 and year ended September 30, 2018 include a correction to prior period amounts, which we determined to be immaterial to the prior periods to which they relate and to our fiscal 2018 results.  The adjustments, relating primarily to accumulated earnings taxes of a foreign operation, increased the income tax expense for the first quarter of fiscal 2018 by $2,071. Separately, inIn Note 1619. Income Taxes of this Annual Report on Form 10-K, we discuss the effects ofpresentation for the Tax Cutstable with the reconciliation between the Federal statutory rate and Jobs Act ("Tax Act") onthe Provision for income taxes at our financial statements.effective tax rate has been updated for the fiscal year’s 2019 and 2018 to conform to the current year’s presentation. The amounts for those fiscal years that related to a change in reserve position and included in “U.S. benefits from research and experimentation activities” and “Other, net” previously, are now presented separately under “Change in reserve positions.”


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The consolidated financial statementsConsolidated Financial Statements include the accounts of Cabot MicroelectronicsCMC Materials, Inc. and its subsidiaries. All intercompany transactions and balances between the companies have been eliminated in the consolidated financial statements as of September 30, 2018.

eliminated.
USE OF ESTIMATES

The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make judgments, assumptions and estimates that affect the amounts reported in the consolidated financial statements and accompanying notes. The accounting estimates that require management's most challenging and subjective judgments include, but are not limited to, those estimates related tobad debt expense, inventory valuation, 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 are reasonable under the circumstances. However, future events are subject to change and estimates and judgments routinely require adjustment.  Actual results may differ from these estimates under different assumptions or conditions.

CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS

We consider investments in all highly liquid financial instruments with original maturities of three months or less to be cash equivalents. Short-term investments include securities generally having maturities of 90 days to one year. We did not own any securities that were considered short-term investments as of September 30, 20182020 or 2017.  See Note 3 for a more detailed discussion of other financial instruments.


2019.
ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. 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 such as customer bankruptcies and increased risk due to economic conditions. Uncollectible account balances are charged against the allowance when we believe that it is probable that the receivable will not be recovered. Amounts charged to bad debt expense are recorded in Selling, general and administrative expenses. A portion of our receivables and the related allowance for doubtful accounts is denominated in foreign currencies, so they are subject to foreign exchange fluctuations which are included in the table below under deductions and adjustments.

48

Our allowance for doubtful accounts changed during the fiscal year ended September 30, 20182020 and 2019 as follows:


Balance as of September 30, 2017 $1,747 
Amounts charged to expense  185 
Deductions and adjustments  (32)
Balance as of September 30, 2018 $1,900 

20202019
Beginning Balance$2,377 $1,900 
Amount of charge (benefit) to expense(1,122)432 
Deductions and adjustments(672)45 
Ending Balance at September 30$583 $2,377 
CONCENTRATION OF CREDIT RISK

Financial instruments that subject us to concentrations of credit risk consist principally of accounts receivable. We perform ongoing credit evaluations of our customers' financial conditions and generally do not require collateral to secure accounts receivable. Our exposure to credit risk associated with nonpayment is affected principally by conditions or occurrences within the semiconductor industry, pipeline and adjacent industries, and the global economy. With the exception of a customer placed into receivership in fiscal 2016, weWe have not experienced significant losses relating to accounts receivable from individual customers or groups of customers.

Customers who represented more than 10% of consolidated revenue, all of which are in the Electronic Materials segment, are as follows:

Year Ended September 30,
2018 2017 2016Year Ended September 30,
     202020192018
IntelIntel15 %14 %*
Samsung Group (Samsung)18% 16% 15%Samsung Group (Samsung)11 %11 %18 %
Taiwan Semiconductor Manufacturing Co. (TSMC)12% 13% 15%Taiwan Semiconductor Manufacturing Co. (TSMC)**12 %
SK Hynix Inc.10% * *SK Hynix Inc.**10 %
Micron Technology Inc.* 10% *
* Not a customer withCustomer did not represent more than 10% of consolidated revenue.

TSMC accounted for 7.9% and 12.2%Of those customers who represented more than 10% of consolidated revenue, their net accounts receivable at September 30, 2018 and 2017, respectively.  Samsung accounted for 11.4% and 11.9%as a percentage of total net accounts receivable at September 30, 2018 and 2017, respectively.  SK Hynix accounted for 3.4% and 4.9% of net accounts receivable at September 30, 2018 and 2017, respectively.  Micron accounted for 13.1% and 10.7% of net accounts receivable at September 30, 2018 and 2017, respectively.are as follows:

September 30,
20202019
Intel8.5 %8.1 %
Samsung Group (Samsung)7.0 %5.5 %




FAIR VALUES OF FINANCIAL INSTRUMENTS

The recorded amounts of cash, accounts receivable, and accounts payable approximate their fair values due to their short-term, highly liquid characteristics. See NoteFair value is defined as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Financial Accounting Standards Board ("FASB") established a three-level hierarchy for disclosure based on the extent and level of judgment used to estimate fair value.  Level 1 inputs consist of valuations based on quoted market prices in active markets for identical assets or liabilities.  Level 2 inputs consist of valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in an inactive market, or other observable inputs.  Level 3 for a more detailed discussioninputs consist of the fair value of financial instruments.

valuations based on unobservable inputs that are supported by little or no market activity.
INVENTORIES

Inventories are recorded on the first-in, first-out (FIFO) basis and are stated at the lower of cost determined on the first-in, first-out (FIFO) basis, or net realizable value. Finished goods and work in process inventories include material, labor and manufacturing overhead costs. We regularly review and write down the value of inventory as required for estimated obsolescence or lack of marketability. An inventory reserve is maintained based upon a historical percentage of actual inventories written off and applied against inventory value at the end of the period, adjusted for known conditions and circumstances.

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PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are recorded at cost. Depreciation is based on the following estimated useful lives of the assets using the straight-line method:


Buildings15-25
Land Improvements10-20 years
Buildings15-30 years
Machinery and equipment3-103-20 years
Furniture and fixtures5-10 years
Vehicles5-8 years
Information systems3-5 years
Assets under capitalfinancing leasesTermThe shorter of the term of the lease or estimated useful life

Expenditures for repairs and maintenance are charged to expense as incurred.  Expenditures
LEASES
Effective October 1, 2019, the Company adopted the new lease accounting guidance which requires the recognition of a right of use asset and a corresponding lease liability for major renewalsoperating leases. The Company applies provisions of the guidance to operating leases with terms of more than twelve months for all lease classes except for real estate leases for which the guidance is applied to all leases. Additionally, the Company elected to account for non-lease components and betterments are capitalizedlease components together as a single lease component for all asset classes. The Company’s lease transactions primarily consist of leases for facilities, equipment, and depreciated overvehicles under operating leases. The Company does not have any material finance leases. Certain of the remaining useful lives.  As assets are retired or sold,Company’s leases have an option to extend the related costlease term and accumulated depreciation are removed from the accounts and any resulting gain or lossrenewal period is included in determining the resultslease term for leases where the renewal option is reasonably certain to be exercised.
The new standard was adopted in our first quarter of operations.  We capitalizefiscal 2020 using the costsmodified retrospective transition method; however, we applied the optional transition adjustment that permits us to continue applying Topic 840 within the comparative periods disclosed.
ASSET RETIREMENT OBLIGATIONS
Our asset retirement obligations (“AROs”) include reclamation requirements as regulated by government authorities or contractual obligations for the removal or storage of hazardous materials, decontamination or demolition of above ground storage tanks, and certain restoration and decommissioning obligations related to certain of our owned and leased properties. The Company recognizes an ARO in the designperiod in which it is incurred, if a reasonable estimate can be made. The accounting for ARO requires estimates by management about when and developmenthow the assets will be retired, the cost of softwareretirement obligations, discount and inflation rates used in determining fair values and the methods of remediation associated with our AROs. We generally use assumptions and estimates that reflect the most likely remediation method. Our estimated liability for internal purposes; however, these costsAROs is revised annually, and whenever events or changes in circumstances indicate that a revision to the estimate is necessary.
In subsequent periods, the Company recognizes accretion expense in Cost of sales increasing the ARO balances, such that the balance will ultimately equal the expected cash flows at the time of settlement. AROs are not material.included in Other long-term liabilities on the Consolidated Balance Sheets.

The Company has multiple production facilities with an indeterminate useful life and there is insufficient information available to estimate a range of potential settlement dates for the obligation. Therefore, the Company cannot reasonably estimate the fair value of the liability. When a reasonable estimate can be made, an asset retirement obligation will be recorded, and such amounts may be material to the consolidated financial statements in the period in which they are recorded.
IMPAIRMENT OF LONG-LIVED ASSETS

We assess the recoverability of the carrying value of long-lived assets including finite-lived intangible assets,to be held and used, whenever events or changes in circumstances indicate that the assetscarrying value may not be impaired.  We perform a periodic review of our long-lived assets to determine if such impairment indicators exist.  We must exercise judgment in assessing whether an event of impairment has occurred.recoverable. For purposes of recognition and measurement of an impairment loss, long-lived assets are either individually identified or 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.  IfWhen a long-lived asset is considered impaired a loss is recognized based on the sum of the undiscounted future cash flows expected to result from the identified asset group is less thanamount by which the carrying value of the asset group, an impairment provision may be required.  The amount of the impairment to be recognized is calculated by subtractingexceeds the fair value of the asset group fromlong-lived asset.
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GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill represents the net bookexcess of the aggregate purchase price over the fair value of the asset group.  Determining future cash flowsnet assets acquired in business combinations. Goodwill and estimating fair values require significant judgment andIntangible assets that have indefinite lives 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 did not record anytested for impairment expense in fiscal 2018 and 2016.  We recorded impairment expenseannually on long-lived assets of $860 in fiscal 2017 related to surplus research and development equipment, which was subsequently sold for a gain.  See Note 5 for more information regarding impairment.

We evaluate the estimated fair value of investments annually,September 30, or more frequently if indicators of potential impairment exist, to determinebetween annual tests if an other-than-temporary impairment in the value of the investment has taken place. 

WARRANTY RESERVE

We maintain a warranty reserveevent occurs or circumstances change that reflects management's best estimate of the cost to replace product that doeswould more likely than not meet our specifications and customers' performance requirements.  The warranty reserve is based upon a historical product return rate, adjusted for any specific known conditions or circumstances.  Adjustments to the warranty reserve are recorded in cost of goods sold.



GOODWILL AND INTANGIBLE ASSETS

Purchased intangible assets with finite lives are amortized over their estimated useful lives and are evaluated for impairment using a process similar to that used to evaluate other long-lived assets.  Goodwill and indefinite lived intangible assets are not amortized and are tested annually in our fourth fiscal quarter or more frequently if indicators of potential impairment exist, using a fair-value-based approach.  The recoverability of goodwill is measured at the reporting unit level, which is defined as either an operating segment or one level below an operating segment.  A component is a reporting unit when the component constitutes a business for which discrete financial information is available and segment management regularly reviews the operating results of the component.  Components may be combined into one reporting unit when they have similar economic characteristics.  We have three reporting units, all of which had goodwill as of September 30, 2018, the date of our annual impairment test.  Two of the reporting units, CMP Slurries and CMP Pads, represent 95% of the goodwill balance on our Consolidated Balance Sheet as of September 30, 2018.  The goodwill related to CMP Pads resulted from our acquisition of NexPlanar.

Accounting guidance provides an entity the option to assessreduce the fair value of a reporting unit below its carrying amount. The Company’s reporting units are CMP slurries, CMP pads, electronic chemicals, PIM, wood treatment, and QED.
Intangible assets that have finite lives are amortized over their respective useful lives of 2 to 20 years. Intangible assets are tested for impairment if an event occurs or circumstances change that indicates the carrying value may not be recoverable.
For each reporting unit, the Company has the option to perform either using athe qualitative analysis ("step zero") or a quantitative analysis ("step one"). Similarly, an entity hasIn the optionevent a reporting unit fails the qualitative assessment, it is required to use a step zero or step one approach to determineperform the recoverability of indefinite-lived intangible assets.  In fiscal 2016, 2017 and 2018, we chose to use a step one analysis for bothquantitative test. The goodwill impairment assessment is performed by comparing the estimated fair value of the reporting units to their carrying amounts. Estimated fair values are determined using the average of a discounted cash flows model and a market approach based on earnings before interest, taxes, and depreciation for the recoverabilitya group of indefinite-lived intangible assets, with the exception of our CMP Slurries reporting unit, for which we chose to use a step zero analysis for fiscal 2018.

guideline comparable companies. Factors requiring significant judgment include the selection of valuation approach and assumptions related to future revenue and gross margin, discount rates, and terminal growth rates. If the fair value of the reporting unit is less than its carrying value, the reporting unit will recognize an impairment for the lesser of either the amount by which the reporting unit's carrying amount exceeds the fair value of the reporting unit or the reporting unit’s goodwill carrying value. We used a step zero qualitative analysis for the CMP slurries reporting unit in fiscal 2018, 2019 and 2020, and for precision optics in fiscal 2019 and 2020. Aside from those previously noted, all other reporting units were assessed for goodwill impairment using a step one approach.
The Flowchem LLC (“Flowchem”) trade name, an indefinite-lived intangible asset, was assessed for impairment using a relief from royalty approach. Factors requiring significant judgment include projected revenue, royalty rates, terminal growth rates, and discount factors and royalty rates, among others.  Changes in economic and operating conditions that occur afterrates.
The Company provides disclosure of the annualpotential risk of impairment analysis or an interim impairment analysis that impact these assumptions may result in future impairment charges.  The CMP Padswhen a reporting unit and QED reporting unit each had a calculatedunit’s fair value that was in excess of theexceeds its carrying value by greaterless than 50%.ten percent.
REVENUE RECOGNITION
Performance Obligations and Material Rights
The Company recognizes revenue using the five-step process of 1) identifying the contract, 2) identifying the performance obligation within the contract, 3) determining the transaction price, 4) allocating the transaction price to the performance obligations, and 5) recognizing the revenue as the performance obligations are satisfied through the transfer of control. A majority of the Company’s contracts have a single performance obligation which represents, in most cases, the products, equipment or services being sold to the customer. Some contracts include delivery of free product that we have concluded represents a material right.
Contracts vary in length and payment terms vary depending on the products or services offered, however, the period of time between invoicing and when payment is due is typically not significant. As a result, we do not have significant financing components. Transaction price is determined upon establishment of the review performed incontract that contains the fourth quarter of fiscal 2018, and the related sensitivity analysis, we determined that there was no impairment of our goodwill as of September 30, 2018.  There was no goodwill impairment recorded in fiscal 2017. In fiscal 2016, we recorded a $1,000 impairment of certain NexPlanar in-process technology.


FOREIGN CURRENCY TRANSLATION

Certain operating activities in Asia and Europe are denominated in local currency, considered to be the functional currency.  Assets and liabilities of these operations are translated using exchange rates in effect at the endfinal terms of the year,sale, including the description, quantity, and revenue and costs are translated using average exchange rates for the year.  The related translation adjustments are reported in comprehensive income in stockholders' equity.

FOREIGN EXCHANGE MANAGEMENT

We transact business in various foreign currencies, primarily the Japanese yen, New Taiwan dollar and Korean won.  Our exposureprice of goods or services purchased. In instances where we receive consideration from a customer prior to foreign currency exchange risks has not been significant because a large portion of our business is denominated in U.S. dollars.  However, there was a weakening of the Japanese yen against the U.S. dollar during the past few fiscal years, which had some net positive impact on our gross margin percentage and our net income.  Periodically, we enter into certain forward foreign exchange contracts in an effort to mitigate the risks associated with currency fluctuations on certain foreign currency balance sheet exposures.  These foreign exchange contracts do not qualify for hedge accounting; therefore, the gains and losses resulting from the impact of currency exchange rate movements on our forward foreign exchange contracts are recognized as other incometransferring goods or expense in the accompanying consolidated income statements in the period in which the exchange rates change. See Note 10 for a discussion of derivative financial instruments.





INTERCOMPANY LOAN ACCOUNTING

We maintain an intercompany loan agreement with our wholly-owned subsidiary, Nihon Cabot Microelectronics K.K. ("Nihon"), under which we provided funds to Nihon to finance the purchase of certain assets from our former Japanese branch at the time of the establishment of this subsidiary, for the purchase of land adjacent to our facility in Geino, Japan, for the construction of our Asia Pacific technology center, and for the purchase of a 300 millimeter polishing tool and related metrology equipment, all of which are assets of Nihon, as well as for general business purposes.  Since settlement of the note is expected in the foreseeable future, and our subsidiary has made timely payments on the loan, the loan is considered a foreign-currency transaction.  Therefore, the associated foreign exchange gains and losses are recognized as other income or expense rather than being deferred in the cumulative translation account in other comprehensive income.

We also maintain an intercompany loan between two of our wholly-owned foreign subsidiaries, from Cabot Microelectronics Singapore Pte. Ltd. to Hanguk Cabot Microelectronics, LLC in South Korea.  This loan provided funds for the construction and operation of our research, development and manufacturing facility in South Korea.  This loan is also considered a foreign currency transaction and is accounted for in the same manner as our intercompany loan to Nihon.

These intercompany loans are eliminated from our Consolidated Balance Sheet in consolidation.

PURCHASE COMMITMENTS

We have entered into unconditional purchase obligations, which include noncancelable purchase commitments and take-or-pay arrangements with suppliers.  On an ongoing basis, we review our agreements and assess the likelihood of a shortfall in purchases and determine if it is necessary to record a liability.  See Note 17 for additional discussion of purchase commitments.  To date, we have not recorded such a liability.


REVENUE RECOGNITION

Revenue from CMP consumables products is recognized when title is transferredservices to the customer assuming allunder the terms of a sales contract, we record a contract liability until the performance obligation is satisfied. Contracts with prospective tiered price discounts require judgment in determining the transaction price. For sales contracts that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation identified in the contract based on relative standalone selling prices or estimates of such prices. When we invoice for products shipped under contracts with multiple performance obligations, we defer a portion of the revenue recognition criteria are met.  Titleassociated with the material rights on the balance sheet as a contract liability.
The Company recognizes revenue related to product sales at a point in time following the transfer of control of such products to the customer, which generally occurs upon shipment, or delivery depending on the terms of the underlying contracts. Revenue is recognized on consignment sales when control transfers to the customer, orgenerally at the point of customer usage of the product. For services provided to customers in the pipeline and adjacent industries, including preventive maintenance, repair, and specialized isolation sealing on pipelines and training, revenue is recorded at a point in time when inventory held on consignmentthe services are completed as this is consumedwhen right to payment and customer acceptance occurs.
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Costs to Obtain and Fulfill a Contract
For certain contracts within the Performance Materials segment, commissions are paid to sales agents based upon a percentage of end-customer invoice value after funds are received by the customer, subject toCompany from its customers. As a practical expedient, the terms and conditions ofCompany does not capitalize commissions as the particular customer arrangement.  We have consignment agreements with a number of our customers that require, at a minimum, monthly consumption reports that enable us to record revenue and inventory usageassociated contracts are generally one year or less in the appropriate period.

Although the majority of our products are sold directly, we market some of our products through distributors in certain areas of the world.  We recognize revenue upon shipment and when title is transferred to the distributor.  We do not have any arrangements with distributors that include payment terms, rights of return, or rights of exchange outside the ordinary course of business, or any other significant matters that we believe would impact the timing of revenue recognition.

Within our ESF business, sales of equipment are recorded as revenue upon delivery and customer acceptance.  Amounts allocated to installation and training are deferred until those services are provided and are not material.

Revenues are reported net of any value-added tax or other such tax assessed by a governmental authority on our revenue-producing activities.

SHIPPING AND HANDLING

Costs related toduration. For shipping and handling areactivities performed after a customer obtains control of the goods, the Company has elected to account for these costs as activities to fulfill the promise to transfer the goods and included in costCost of goods sold.

sales.
RESEARCH, DEVELOPMENT AND TECHNICAL

Research, development and technical costs are expensed as incurred and consist primarily of staffing costs, materials and supplies, depreciation, utilities and other facilities costs.

LEGAL COSTS

Legal costs are expensed as incurred.
INCOME TAXES

Current income taxes are determined based on estimated taxes payable or refundable on tax returns for the current year. Deferred income taxes are determined using enacted tax rates for the effect of temporary differences between the book and tax bases of recorded assets and liabilities. The effect on deferred tax assets and liabilities of changes in tax rates is recognized in income in the period that includes the enactment date. Provisions are made for both U.S. and any foreign deferred income tax liability or benefit. We assess whether or not our deferred tax assets will ultimately be realized and record an estimated valuation allowance on those deferred tax assets that may not be realized. We recognize the tax benefit of an uncertain tax position only if it is more likely than not that the tax position will be sustained by the taxing authorities, based on the technical merits of the position.  In fiscal 2016
The Company recognizes interest and 2017,  we maintained an assertionpenalties related to permanently reinvestunrecognized tax benefits within the earnings of all of our foreign subsidiaries.  In light of the Tax ActProvision for income taxes. Accrued interest and the associated transition to a modified territorial tax system, we no longer considered our foreign earnings to be indefinitely reinvested and repatriated $197,932 in fiscal 2018, and plan to repatriate foreign earnings on an ongoing basis. Consequently, we recorded deferred tax liabilities associated with withholding taxes on actual and future distribution of such earnings. In addition, the Tax Act incudes complex changes to the U.S. tax code, including but not limited to: (1) reducing the U.S. federal corporate income tax rate to 21% effective January 1, 2018; and (2) requiring a one-time transition tax on certain un-repatriated earnings of foreign subsidiaries that is payable over eight years. As a result of the Tax Act, the SEC staff issued accounting guidance that provides up to a one-year measurement period during which a company may complete its accounting for the impacts of the Tax Act (SAB 118).  To the extent that a company's accounting for certain income tax effects of the Tax Act is incomplete but for which the company is able to determine a reasonable estimate, it must record a provisional estimate in its financial statements.  If a company cannot determine a provisional estimate to bepenalties are included in its financial statements, it should continue to apply the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act.  The final impact of the Tax Act may differ from the provisional estimates due to changes in interpretations of the Tax Act, any legislative action to address questions that arise because of the Tax Act, by changes in accounting standard for income taxes and related interpretations in response to the Tax Act, and any updates or changes to estimates used in the provisional amounts. See Note 16 for additional information on income taxes and permanent reinvestment.Other long-term liabilities.

SHARE-BASED COMPENSATION

We record share-based compensation expense for all share-based awards, including stock option grants, and restricted stock, restricted stock unit and performance share unit ("PSU") awards, and employee stock purchase plan purchases.  We calculate share-based compensation expense using the straight-line approach based on awards ultimately expected to 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 to estimate the grant date fair value of our stock options and employee stock purchase plan purchases.  This model requires the input of subjective assumptions, including the price volatility of the underlying stock, the expected term of our stock options, expected dividend yield and the risk-free interest rate.  We estimate the expected volatility of our stock options based on a combination of our stock's historical volatility and the implied volatilities from actively-traded options on our stock.  We calculate the expected term of our stock options using historical stock option exercise data, and for stock option grants made prior to December 2017, we have added a slight premium to this expected term for employees who meet the definition of retirement-eligible pursuant to their stock option grants during the contractual term of the grant.  As of December 2017, the provisions of new stock option grants and restricted stock unit awards state that except in certain circumstances, including termination for cause, once an employee meets the retirement eligibility requirements, any remaining unvested share-based awards will continue to vest regardless of termination of service. Consequently, the requisite service period for the award is satisfied upon retirement eligibility. Therefore, for those employees who have met the retirement eligibility at the grant date, we now record the total share-based compensation expense upon award; for those employees who will meet the retirement eligibility during the four-year vesting period, we now record the share-based compensation expense over the period from the grant date through the date of retirement eligibility, rather than over the four-year vesting period stated in the award agreement.

DERIVATIVES AND HEDGING
The expected dividend yield represents our annualized dividend in dollars divided by the stock price on the date of grant.  The risk-free interest rateCompany is derived from the U.S. Treasury yield curve in effect at the time of grant.

The PSUs that have been awarded may be subject to downward or upward adjustment depending on the total shareholder return achieved by the Company during the particular performance period related to the PSUs, relative to the total shareholder return of the S&P SmallCap 600 Index.  We use a third-party service provider to estimate the fair value of the PSUs at grant date by using a Monte Carlo simulation model. This model simulates the stock price movements of the Company and Index constituents using certain assumptions, including the stock price of our company and Index constituents, the risk-free interest rate and stock price volatility.


In the first quarter of fiscal 2018, we adopted ASU No. 2016-09, "Improvements to Employee Share Based Payment Accounting" (Topic 718) (ASU 2016-09) prospectively. The provisions of this standard relate to aspects of the accounting for share-based payments transactions, including income tax consequences, classification of awards as either equity or liabilities, classification of excess tax benefits on the Consolidated Statements of Cash Flows and earnings per share calculations.  During fiscal 2018, we have recorded a tax benefit of $7,294 in our Consolidated Statements of Income. The net income, including the impact of the tax benefits, was used to calculate our basic earnings per share under the new guidance.  In addition, we have elected to continue to estimate forfeitures under ASC 718 pursuant to the adoption of ASU 2016-09.

The fair value of our restricted stock and restricted stock unit awards represents the closing price of our common stock on the date of award.

In fiscal 2016, related to our acquisition of NexPlanar, we granted incentive stock options (ISOs), as allowed under our current Omnibus Incentive Plan, to certain NexPlanar employees in substitution for unvested ISOs they had held in NexPlanar at the time of the closing of the acquisition.  We used the Black-Scholes option-pricing model to estimate the grant date fair value of these ISOs to calculate share-based compensation expense in fiscal 2016 and for future periods.

For additional information regarding our share-based compensation plans, refer to Note 12.

EARNINGS PER SHARE

Basic earnings per share (EPS) is calculated by dividing net income available to common stockholders by the weighted-average number of common shares outstanding during the period, excluding the effects of unvested restricted stock awards with a right to receive non-forfeitable dividends, which are considered participating securities as prescribed by the two-class method under ASC Topic 260, Earnings Per Share (ASC 260).  Diluted EPS is calculated in a similar manner, but the weighted-average number of common shares outstanding during the period is increased to include the weighted-average dilutive effect of "in-the-money" stock options and unvested restricted stock shares using the treasury stock method. We adopted ASU 2016-09 in fiscal 2018. Pursuant to the adoption, the proceeds from excess tax benefits are no longer included in the dilutive impact on the weighted average shares outstanding for dilutive EPS. The excess tax benefits were treated as a reduction to tax provision, rather than an increase to equity.


COMPREHENSIVE INCOME

Comprehensive income primarily differs from net income due to foreign currency translation adjustments.

EFFECTS OF RECENT ACCOUNTING PRONOUNCEMENTS

In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers" (Topic 606), an updated standard on revenue recognition.  ASU 2014-09 provides enhancements to how revenue is reported and improves comparability in the financial statements of companies reporting using IFRS and US GAAP.  The core principle of the new standard is for companies to recognize revenue for goods or services in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services.  The new standard is intended to enhance disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively, such as service revenue and contract modifications, and improve guidance for multiple-element arrangements.  In August 2015, the FASB issued ASU No. 2015-14, "Deferral of Effective Date" (Topic 606).  This standard defers the effective date of ASU 2014-09 by one year.  ASU 2014-09 was effective for us beginning October 1, 2018, and may be applied on a full retrospective or modified retrospective approach.  In March 2016, the FASB issued ASU No. 2016-08, "Principal versus Agent Considerations (Reporting Revenue Gross versus Net)" (Topic 606).  ASU 2016-08 provides clarification for the implementation guidance on principal versus agent considerations.  In April 2016, the FASB issued ASU No. 2016-10, ASU No. 2016-11, and ASU 2016-12, and ASU 2017-13 issued in September 2017, all of which provide additional clarification of the original revenue standard.  We have substantially completed the process to identify potential differences that would result from applying the requirements of the new standard to our revenue contracts, and have identified and implemented changes to our business processes, systems and controls to support recognition and disclosure under the new standard.  We believe the recognition of revenue will remain substantially unchanged for the majority of our contracts with customers.  However, for our contracts containing certain pricing and incentive arrangements with our customers within our CMP consumables business, the new guidance will change the manner and timing in which we recognize the revenue.  Based on our current assessment of the existing contracts at the time of the adoption containing nonstandard pricing and incentive arrangements, we do not expect the adoption of the new standard to have a material impact on our financial position and results of operations. We will adopt the new revenue standard in the first quarter of fiscal 2019 using the modified retrospective approach to adoption, which will require us to record an immaterial adjustment to the beginning balance of retained earnings for the cumulative effect of adopting the standard. 


In February 2016, the FASB issued ASU No. 2016-02, "Leases" (Topic 842).  The provisions of ASU 2016-02 require a dual approach for lessee accounting under which a lessee would recognize a right-of-use asset and a corresponding lease liability.  Leases will be classified as either finance or operating leases.  For finance leases, a lessee will recognize interest expense and amortization of the right-of-use asset, and for operating leases, the lessee will recognize a straight-line total lease expense.  The guidance also requires qualitative and specific quantitative disclosures to supplement the amounts recorded in the financial statements, to afford better understanding of an entity's leasing activities, including any significant judgments and estimates.  ASU 2016-02 will be effective for us beginning October 1, 2019, but early adoption is permitted.  We are currently evaluating the impact of implementation of this standard on our financial statements.

In March 2016, the FASB issued ASU No. 2016-09, "Improvements to Employee Share Based Payment Accounting" (Topic 718). The provisions of this standard involve several aspects of the accounting for share-based payments transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. We have adopted this standard in the first quarter of fiscal 2018 prospectively. As a result of the adoption, excess tax benefits were recorded as a reduction to the provision for income taxes, rather than an increase to equity. Therefore, we recorded a tax benefit of $7,294 in our Consolidated Statements of Income in fiscal 2018. Additionally, the proceeds from excess tax benefits are no longer included in the dilutive impact on the weighted average shares outstanding for dilutive EPS under the new guidance. Also, we have elected to continue to estimate forfeitures under ASC 718 pursuant to the adoption of ASU 2016-09.

In June 2016, the FASB issued ASU No. 2016-13, "Measurement of Credit Losses on Financial Instruments" (Topic 326). The provisions of this standard require financial assets measured at amortized cost to be presented at the net amount expected to be collected. An allowance account would be established to present the net carrying value at the amount expected to be collected. ASU 2016-13 also provides that credit losses relating to available-for-sale debt securities should be recorded through an allowance for credit losses. ASU 2016-13 will be effective for us beginning October 1, 2020, but early adoption is permitted as of October 1, 2019. We are currently evaluating the impact of implementation of this standard on our financial statements.

In January 2017, the FASB issued ASU No. 2017-04 "Simplifying the Test for Goodwill Impairment" (Topic 350). The provisions of this standard eliminate Step 2 from the goodwill impairment test, which required an entity to determine the fair value of its assets and liabilities at the impairment testing date of its goodwill and compare it to its carrying amount to determine a possible impairment loss. Goodwill impairment quantification will now be done by comparing the fair value of a reporting unit and its carrying amount.  We adopted ASU 2017-04 effective October 1, 2017 and applied the new guidance in our annual test for goodwill impairment in the fourth quarter of fiscal 2018.

In March 2017, the FASB issued ASU No. 2017-07 "Improving the Presentation of Net Period Pension Cost and Net Period Postretirement Benefit Cost" (Topic 715). The provisions of ASU 2017-07 provided specific guidance on the presentation of the components of net benefit cost. ASU 2017-07 was effective for us beginning October 1, 2018. We currently do not expect this standard to have a material impact on our financial statements.

In May 2017, the FASB issued ASU No. 2017-09 "Scope of Modification Accounting" (Topic 718). The provisions of ASU 2017-09 provide specific guidance about which changes to the term or conditions of a share-based payment require an entity to apply modification accounting. ASU 2017-09 was effective for us beginning October 1, 2018.  We will apply this new standard to the awards, to the extent modified.

In February 2018, the FASB issued ASU No. 2018-02 "Income Statement – Reporting Comprehensive Income (Topic 220)".  The amendments in this standard allow a company to reclassify the stranded tax effects resulting from the Tax Act from accumulated other comprehensive income to retained earnings. ASU 2018-02 will be effective for us beginning October 1, 2019, but early adoption is permitted. We are currently evaluating the impact of implementation of this standard on our financial statements.

In June 2018, the FASB issued ASU No. 2018-07 " Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting".  The ASU simplified the accounting for share-based payments granted to nonemployees for goods and services, therefore guidance on such payments to nonemployees would be mostly aligned with the requirements for share-based payments granted to employees. ASU 2018-07 will be effective for us beginning October 1, 2019, but early adoption is permitted (but no earlier than the adoption date of Topic 606). We are currently evaluating the impact of implementation of this standard on our financial statements.

In August 2018, the FASB issued ASU No. 2018-13 " Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement".  The ASU provides specific guidance on various disclosure requirements in Topic 820, including removal, modification and addition to current disclosure requirements. ASU 2018-13 will be effective for us beginning October 1, 2020, but early adoption is permitted. We are currently evaluating the impact of implementation of this standard on our disclosures.

In August 2018, the FASB issued ASU No. 2018-15 " Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force)".  The ASU Requires an entity (customer) in a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40 to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. ASU 2018-15 will be effective for us beginning October 1, 2020, but early adoption is permitted. We are currently evaluating the impact of implementation of this standard on our financial statements.

3. FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value is defined as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.  The FASB established a three-level hierarchy for disclosure based on the extent and level of judgment used to estimate fair value.  Level 1 inputs consist of valuations based on quoted market prices in active markets for identical assets or liabilities.  Level 2 inputs consist of valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in an inactive market, or other observable inputs.  Level 3 inputs consist of valuations based on unobservable inputs that are supported by little or no market activity.

The following table presents financial instruments, other than long-term debt, that we measured at fair value on a recurring basis at September 30, 2018 and 2017.  See Note 9 for a detailed discussion of our long-term debt.  We have classified the following assets in accordance with the fair value hierarchy set forth in the applicable standards.  In instances where the inputs used to measure the fair value of an asset fall into more than one level of the hierarchy, we have classified them based on the lowest level input that is significant to the determination of the fair value.

September 30, 2018 Level 1  Level 2  Level 3  
Total
Fair Value
 
Assets:            
Cash and cash equivalents $352,921  $-  $-  $352,921 
Other long-term investments  1,137   -   -   1,137 
Derivative financial instruments  -   -   -   - 
Total assets $354,058  $-  $-  $354,058 
                 
Liabilities:                
Derivative financial instruments  -   339   -   339 
Total liabilities $-  $339  $-  $339 

September 30, 2017 Level 1  Level 2  Level 3  
Total
Fair Value
 
Assets:            
Cash and cash equivalents $397,890  $-  $-  $397,890 
Other long-term investments  929   -   -   929 
Derivative financial instruments  -   263   -   263 
Total assets $398,819  $263  $-  $399,082 
                 
Liabilities:                
Derivative financial instruments  -   1,881   -   1,881 
Total liabilities $-  $1,881  $-  $1,881 


Our cash and cash equivalents consist of various bank accounts used to support our operations and investments in institutional money-market funds that are traded in active markets.  We invest only in AAA-rated, prime institutional money market funds, comprised of high quality, short-term fixed income securities.  Our other long-term investments represent the fair value of investments under the Cabot Microelectronics Supplemental Employee Retirement Plan (SERP), which is a nonqualified supplemental savings plan.  The fair value of the investments is determined through quoted market prices within actively traded markets.  Although the investments are allocated to individual participants and investment decisions are made solely by those participants, the SERP is a nonqualified plan.  Consequently, the Company owns the assets and the related offsetting liability for disbursement until such time as a participant makes a qualifying withdrawal.  The long-term asset was adjusted to $1,137 in the fourth quarter of fiscal 2018 to reflect its fair value as of September 30, 2018.


The fair value of our derivative instruments is estimated using standard valuation models and market-based observable inputs over the contractual term, including one-month LIBOR-based yield curves for interest rate swaps, and forward rates and/or the Overnight Index Swap (OIS) curve for forward foreign exchange contracts, among others.  We consider the risk of nonperformance, including counterparty credit risk, in the calculation of the fair value of derivative financial instruments.  Our derivative financial instruments include forward foreign exchange contracts and interest rate swaps.  In fiscal 2015, we entered into floating-to-fixed interest rate swap agreements to hedge the variability in LIBOR-based interest payments on a portion of our outstanding variable rate debt.  We terminated our interest rate swap agreements during the fiscal year, in connection with the extinguishment of debt.  In the fourth quarter of fiscal 2017, we entered into forward foreign exchange contracts in an effort to protect our net investment in a foreign operation against potential adverse changes resulting from foreign currency fluctuation.  This net investment hedge was terminated during the year driven by a significant repatriation of funds from this foreign operation.   See Note 10 for more information on our use of derivative financial instruments.


4. INVENTORIES

Inventories consisted of the following:

  September 30, 
  2018  2017 
Raw materials $35,150  $36,415 
Work in process  8,117   7,365 
Finished goods  28,659   28,093 
Total $71,926  $71,873 


5. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following:

  September 30, 
  2018  2017 
Land $17,525  $17,823 
Buildings  103,601   104,057 
Machinery and equipment  195,434   187,649 
Furniture and fixtures  7,575   6,770 
Information systems  34,271   32,748 
Capital lease  1,200   - 
Construction in progress  17,001   10,439 
Total property, plant and equipment  376,607   359,486 
Less: accumulated depreciation  (265,204)  (253,125)
Net property, plant and equipment $111,403  $106,361 

Depreciation expense was $17,255, $17,195 and $16,915 for the years ended September 30, 2018, 2017 and 2016, respectively.

In fiscal 2017 we recorded $860 in impairment expense related to a surplus research and development asset, and we recorded a $1,820 gain on sale of surplus research and development equipment.  We did not record any impairment expense on property, plant and equipment in fiscal 2018 and 2016.





6. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill was $101,083 and $101,932 as of September 30, 2018 and 2017, respectively.  The decrease in goodwill was due to $154 in foreign exchange fluctuations of the New Taiwan dollar and a $695 decrease related to the sale of certain ESF assets.  As a result of this sale of assets in March 2018, we received net proceeds of $3,277, of which $250 is held in escrow, and recorded a gain of $956 in other income in the Consolidated Statements of Income.

The components of other intangible assets are as follows:

  September 30, 2018  September 30, 2017 
  
Gross Carrying
Amount
  Accumulated Amortization  
Gross Carrying
Amount
  Accumulated Amortization 
Other intangible assets subject to amortization:            
Product technology $46,275  $22,755  $42,287  $17,604 
Acquired patents and licenses  8,270   8,252   8,270   8,241 
Trade secrets and know-how  2,550   2,550   2,550   2,550 
Customer relationships, distribution rights and other  28,068   17,574   28,229   15,421 
                 
Total other intangible assets subject to amortization  85,163   51,131   81,336   43,816 
                 
Other intangible assets not subject to amortization:                
In-process technology  -       4,000     
Other indefinite-lived intangibles*  1,170       1,190     
Total other intangible assets not subject to amortization  1,170       5,190     
                 
Total other intangible assets $86,333  $51,131  $86,526  $43,816 

*Other indefinite-lived intangibles not subject to amortization primarily consist of trade names.

During the first quarter of fiscal 2018, development of our in-process technology was completed, and we reclassified $4,000 to product technology under other intangible assets subject to amortization.

Amortization expense was $7,495, $7,795 and $8,176 for fiscal 2018, 2017 and 2016, respectively.  Estimated future amortization expense of intangible assets as of September 30, 2018 for the five succeeding fiscal years is as follows:

 Fiscal Year 
Estimated Amortization
Expense
 
     
 2019 $7,119 
 2020  7,115 
 2021  7,108 
 2022  7,108 
 2023  1,717 

Goodwill and indefinite-lived intangible assets are tested for impairment annually in the fourth quarter of our fiscal year or more frequently if indicators of potential impairment exist, using a fair-value-based approach.  The recoverability of goodwill is measured at the reporting unit level, which is defined as either an operating segment or one level below an operating segment.  An entity has the option to assess the fair value of a reporting unit either using a qualitative analysis ("step zero") or a quantitative analysis ("step one").  Similarly, an entity has the option to use a step zero or a step one approach to determine the recoverability of indefinite-lived intangible assets.  In fiscal 2017 and 2018, we chose to use a step one analysis for both goodwill impairment and for indefinite-lived intangible asset impairment, with the exception of our CMP slurries reporting unit, for which we chose to use a step zero analysis for fiscal 2018.


We completed our annual impairment test during our fourth quarter of fiscal 2018 and concluded that no impairment existed.  No impairment existed as a result of our impairment test during the fourth quarter of fiscal 2017. During the fourth quarter of fiscal 2016, we recorded $1,000 of impairment expense on one of the in-process technology assets acquired in the NexPlanar acquisition based on management's revised expected future cash flows for this asset.  The impairment charge was included in research, development and technical expenses on our Consolidated Statements of Income.  We concluded that no other impairment of goodwill or intangible assets was necessary.  There have been no cumulative impairment charges recorded on the goodwill for any of our reporting units.


7. OTHER LONG-TERM ASSETS

Other long-term assets consisted of the following:

  September 30, 
  2018  2017 
Auction rate securities (ARS) $-  $5,319 
Long-term contract asset  1,548   2,115 
Other long-term assets  1,979   2,154 
Other long-term investments  1,137   929 
Total $4,664  $10,517 

During the fiscal year we redeemed our ARS investments which consisted of two tax exempt municipal debt securities, both of which had maturities of greater than ten years.

Other long-term assets are primarily comprised of long-term miscellaneous deposits and prepayments on contracts extending beyond the next 12 months.  As discussed in Note 3, we recorded a long-term asset and a corresponding long-term liability of $1,137 representing the fair value of our SERP investments as of September 30, 2018.



8. ACCRUED EXPENSES, INCOME TAXES PAYABLE AND OTHER CURRENT LIABILITIES

Accrued expenses, income taxes payable and other current liabilities consisted of the following:
  September 30, 
  2018  2017 
Accrued compensation $35,367  $35,332 
Income taxes payable  18,045   9,717 
Dividends payable  10,822   5,314 
Acquisition and integration related  2,701   - 
Goods and services received, not yet invoiced  1,954   2,172 
Deferred revenue and customer advances  4,894   1,559 
Taxes, other than income taxes  1,976   1,688 
Current portion of long-term contract liability  1,487   1,500 
Other  5,737   5,369 
Total $82,983  $62,651 



9. DEBT

On February 13, 2012, we entered into a credit agreement (the "Credit Agreement") among the Company, as Borrower, Bank of America, N.A., as administrative agent, swing line lender and an L/C issuer, Bank of America Merrill Lynch and J.P. Morgan Securities LLC, as joint lead arrangers and joint book managers, JPMorgan Chase Bank, N.A., as syndication agent, and Wells Fargo Bank, N.A. as documentation agent.  The Credit Agreement provided us with a $175,000 term loan (the "Term Loan"), which we drew on February 27, 2012 to fund approximately half of the special cash dividend we paid to our stockholders on March 1, 2012, and a $100,000 revolving credit facility (the "Revolving Credit Facility"), which has never been drawn, with sub-limits for multicurrency borrowings, letters of credit and swing-line loans.  The Term Loan and the Revolving Credit Facility are referred to as the "Credit Facilities."  On June 27, 2014, we entered into an amendment (the "Amendment") to the Credit Agreement, which (i) increased term loan commitments by $17,500, from $157,500 to $175,000, the same level as the original amount under the Credit Agreement at its inception in 2012; (ii) increased the uncommitted accordion feature on the Revolving Credit Facility from $75,000 to $100,000; (iii) extended the expiration date of the Credit Facilities from February 13, 2017 to June 27, 2019; (iv) relaxed the consolidated leverage ratio financial covenant; and (v) revised certain pricing terms and other terms within the Credit Agreement.  On June 27, 2014, we drew the $17,500 of increased term loan commitments, bringing the total outstanding commitments under the Term Loan to $175,000.

The enactment of the Tax Act in the United States in December 2017 facilitated the repatriation of a substantial amount of the Company's non-U.S. cash.  In April 2018, the Company utilized these repatriated funds to pay off its remaining outstanding Term Loan pursuant to the Credit Agreement.  There was no penalty upon the Company's prepayment of the Term Loan.  As a result of this early extinguishment of the Term Loan, we expensed the remaining $315 of unamortized debt issuance cost in the third quarter of fiscal 2018, and we terminated the related interest rate swaps and recognized a gain of $532 in the Consolidated Statements of Income.

Borrowings under the amended Credit Facilities (other than in respect of swing-line loans) bear interest at a rate per annum equal to the "Applicable Rate" (as defined below) plus, at our option, either (1) a LIBOR rate determined by reference to the cost of funds for deposits in the relevant currency for the interest period relevant to such borrowing or (2) the "Base Rate", which is the highest of (x) the prime rate of Bank of America, N.A., (y) the federal funds rate plus 1/2 of 1.00% and (z) the one-month LIBOR rate plus 1.00%.  The current Applicable Rate for borrowings under the Credit Facilities is 1.50%, as amended, with respect to LIBOR borrowings and 0.25% with respect to Base Rate borrowings, with such Applicable Rate subject to adjustment based on our consolidated leverage ratio.  Swing-line loans bear interest at the Base Rate plus the Applicable Rate for Base Rate loans under the Revolving Credit Facility.  In addition to paying interest on outstanding principal under the Credit Agreement, we pay a commitment fee to the lenders under the Revolving Credit Facility in respect of the unutilized commitments thereunder.  As amended, the fee ranges from 0.20% to 0.30%, based on our consolidated leverage ratio.  Interest expense and commitment fees are paid according to the relevant interest period and no less frequently than at the end of each calendar quarter.  We also pay letter of credit fees as necessary.  The Term Loan has periodic scheduled repayments; however, we may voluntarily prepay the Credit Facilities without premium or penalty, subject to customary "breakage" fees and reemployment costs in the case of LIBOR borrowings.  All obligations under the Credit Agreement are guaranteed by certain of our existing and future direct and indirect domestic subsidiaries.  The obligations under the Credit Agreement and guarantees of those obligations are secured, subject to certain exceptions, by first priority liens and security interests in the assets of the Company and certain of its domestic subsidiaries.

As of September 30, 2017, unamortized debt issuance costs related to our Term Loan that were presented as a reduction of long-term debt were $441, and these cost were subsequently recorded in interest expense upon payoff of the Term Loan.  Unamortized debt issuance costs related to our Revolving Credit Facility were not material.

The Credit Agreement contains covenants that restrict the ability of the Company and its subsidiaries to take certain actions, including, among other things and subject to certain significant exceptions: creating liens, incurring indebtedness, making investments, engaging in mergers, selling property, paying dividends or amending organizational documents.  The Credit Agreement requires us to comply with certain financial ratio maintenance covenants.  These include a maximum consolidated leverage ratio of 2.75 to 1.00 and a minimum consolidated fixed charge coverage ratio of 1.25 to 1.00 for the period January 1, 2016 through the expiration of the Credit Agreement.  As of September 30, 2018, our consolidated leverage ratio was 0.00 to 1.00 and our consolidated fixed charge coverage ratio was 3.93 to 1.00.  The Credit Agreement also contains customary affirmative covenants and events of default.  We believe we are in compliance with these covenants.

In connection with our pending acquisition of KMG, we expect to terminate our existing Credit Agreement and enter into a new credit agreement which will provide us with a New Term Loan in the amount of $1,065 million and a New Revolving Facility in the amount of $200 million.  See Note 20 of this Report on Form 10-K for more information about the anticipated terms of the New Credit Facilities.

10. DERIVATIVE FINANCIAL INSTRUMENTS

We are exposed to various market risks, including risks associated with interest rates and foreign currency exchange rates. We enter into certain derivative transactions to mitigate the volatility associated with these exposures. We have policies in place that define acceptable instrument types we may enter into and we have established controls to limit our market risk exposure. We do not use derivative financial instruments for trading or speculative purposes. In addition, all derivatives, whether designated in hedging relationships or not, are required to be recorded on the balance sheetConsolidated Balance Sheets at fair value on a gross basis.

Cash Flow Hedges – Interest Rate Swap AgreementsSwaps
InDuring the second quarter of fiscal 2015,2019, we entered into a floating-to-fixed interest rate swap agreementsagreement to hedge the variability in LIBOR-basedLondon Inter-bank Offered Rate (“LIBOR”) based interest payments on $86,406a portion of our outstanding variable rate debt. The notional amountfair value of our interest rate swaps is estimated using standard valuation models using market-based observable inputs over the contractual term, including one-month LIBOR-based yield curves, among others. We consider the risk of nonperformance, including counterparty credit risk, in the calculation of the swaps decreases each quarter by an amount in proportion to our scheduled quarterly principal payment of debt.  The interest rate swap agreements were terminated during fiscal year 2018 in conjunction with the payoff of the Term Loan.fair value. We recorded a $532 gain in other income (expense) on our Consolidated Statement of Income as part of termination of interest rate swap agreements.

Wehave designated these swap agreements as cash flow hedges pursuant to ASC 815, "Derivatives and Hedging".hedges. As cash flow hedges, unrealized gains wereare recognized as assets and unrealized losses wereare recognized as liabilities. Unrealized gains and losses wereare designated as effective or ineffective based on a comparison of the changes in fair value of the interest rate swaps and changes in fair value of the underlying exposures being hedged. The effective portion wasis recorded as a component of accumulated other comprehensive income or loss, while the ineffective portion wasis recorded as a component of interestInterest expense. Changes in the method by which we paidpay interest from one-month LIBOR to another rate of interest could create ineffectiveness in the swaps, and result in amounts which werebeing reclassified from other comprehensive income into netNet income. Hedge effectiveness wasis tested quarterly to determine if hedge treatment continues to beis appropriate. Realized gains and losses are recorded on the same financial statement line as the hedged item, which is Interest expense.

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Foreign Currency Contracts Not Designated as Hedges
PeriodicallyOn a regular basis, we enter into forward foreign exchange contracts in an effort to mitigate the risks associated with currency fluctuations on certain foreign currency balance sheet exposures. These foreign exchange contracts do not qualify for hedge accounting; therefore, the gains and losses resulting from the impact of currency exchange rate movements on our forward foreign exchange contracts are recognized as otherOther income or expense(expense), net in the accompanying consolidated income statementsConsolidated Statements of Income in the period in which the exchange rates change.
SHARE-BASED COMPENSATION
The Company’s long-term equity incentive plan authorizes the Compensation Committee of the Board of Directors to provide equity-based compensation in the form of stock options, restricted stock, restricted stock units (“RSUs”), and performance share units (“PSUs”) for the purpose of providing our employees, officers, and non-employee directors incentives and rewards for performance. We also have an employee stock purchase plan (“ESPP”). All grants under share-based payment plans are accounted for at fair value at the date of grant. We recognize expense on share-based awards to employees expected to vest over the service period, which is the shorter of the period until the employees’ retirement eligibility dates or the service period of the award.
EARNINGS PER SHARE
Basic earnings per share (“EPS”) is calculated by dividing Net income available to common stockholders by the weighted-average number of common shares outstanding during the period, excluding the effects of unvested restricted stock awards with a right to receive non-forfeitable dividends, which are considered participating securities and are included in the calculation using the two-class method.  Diluted EPS is calculated in a similar manner, but the weighted-average number of common shares outstanding during the period is increased to include the weighted-average dilutive effect of "in-the-money" stock options and unvested restricted stock shares using the treasury stock method.
EFFECTS OF RECENT ACCOUNTING PRONOUNCEMENTS
Recently Adopted Accounting Pronouncements
Accounting Standards Update ("ASU") 2016-02 “Leases” (Topic 842) changed the criteria for recognizing leasing transactions. The provisions of this guidance require a lessee to recognize a right of use asset and a corresponding lease liability for operating leases. Under this guidance, rental expense for operating leases, continues to be recognized on a straight-line basis over the non-cancelable lease term. As of October 1, 2019, the Company began applying the provisions of this standard prospectively for all lease transactions as of and after the effective date. The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the historical lease classification to carry forward. We did not elect the hindsight practical expedient. Upon adoption, the Company recorded a lease liability of $30,881 and a right of use asset of $30,115. The difference between the right of use asset and lease liability primarily relates to deferred rent recorded prior to adoption. The new guidance did not have a material impact on our results of operations or cash flows for the year ended September 30, 2020. Refer to Note 14 of this Annual Report on Form 10-K for additional information regarding the Company’s lease transactions.
ASU No. 2018-02 “Income Statement – Reporting Comprehensive Income” (Topic 220) allows for an optional one-time reclassification of the stranded tax effects resulting from the change in the U.S. federal corporate income tax rate under the Tax Cuts and Jobs Act (the "Tax Act") from Accumulated other comprehensive income to Retained earnings. The Company adopted this standard effective October 1, 2019, which resulted in an increase of $488 to both Retained earnings and Accumulated other comprehensive loss.
Accounting Pronouncements Issued But Not Yet Adopted
ASU No. 2016-13, "Measurement of Credit Losses on Financial Instruments" (Topic 326) requires financial assets measured at amortized cost to be presented at the net amount expected to be collected using an allowance account and provides that credit losses relating to available-for-sale debt securities should be recorded through an allowance for credit losses. The guidance was amended through various ASU's subsequent to ASU 2016-13, all of which is effective for the Company beginning October 1, 2020. We are finalizing the impact of this standard on our financial statements and it is not expected to have a material impact to the Company’s results of operations or financial condition.
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ASU No. 2018-13 “Fair Value Measurement” (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement provides specific guidance on various disclosure requirements in Topic 820, including removal, modification and addition to current disclosure requirements. ASU 2018-13 will be effective for us beginning October 1, 2020. We are finalizing the impact of this standard on our disclosures and do not expect the adoption to have a material impact in our disclosures.
ASU No. 2018-15 “Intangibles—Goodwill and Other—Internal-Use Software” (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force) requires an entity (customer) in a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40 to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. ASU 2018-15 will be effective for us beginning October 1, 2020. We are finalizing the impact of this standard on our financial statements and do not expect the adoption to have a material impact.
ASU No. 2019-12 “Income Taxes” (Topic 740): Simplifying the Accounting for Income Taxes was issued to simplify Topic 740 through improving consistency and removing certain exceptions to general principles. ASU 2019-12 will be effective for us beginning October 1, 2021. We are currently evaluating the impact of implementing this standard on our financial statements.
ASU No. 2020-04 “Reference Rate Reform” (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting provides optional guidance for accounting for contracts, hedging relationships, and other transactions affected by the reference rate reform, if certain criteria are met. The provisions of this standard are available for election through December 31, 2022. We are currently evaluating the impact of the reference rate reform on our contracts and the resulting impact of adopting this standard on our financial statements.

3.  REVENUE FROM CONTRACTS WITH CUSTOMERS
Disaggregated Revenue
The Company disaggregates revenue by product area and segment as it best depicts the nature and amount of the Company’s revenue. See Note 23 of this Annual Report on Form 10-K for more information.
Contract Balances
The following table provides information about contract liability balances:
Consolidated Balance Sheet LocationSeptember 30, 2020September 30, 2019
Contract liabilities (current)Accrued expenses, income taxes payable and other current liabilities$8,501 $5,008 
Contract liabilities (noncurrent)Other long-term liabilities1,288 1,130 
The amount of revenue recognized during the year ended September 30, 2020 and 2019 that was included in the opening current contract liability balances in our Performance Materials segment was $3,576 and $4,989, respectively. The amount of revenue recognized during the year ended September 30, 2020 and 2019 that was included in our opening contract liability balances in our Electronic Materials segment was not material.
Transaction Price Allocated to Remaining Performance Obligations
The table below discloses (1) the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of the end of the reporting period for contracts with an original duration of greater than one year and (2) when the Company expects to recognize this revenue.
Less Than 1 Year1-3 Years3-5 YearsTotal
Revenue expected to be recognized on contract liability amounts as of September 30, 2020$1,446 $1,288 $$2,734 

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4. BUSINESS COMBINATION
On the Acquisition Date, the Company completed the Acquisition, and KMG’s results of operations have been included in our Consolidated Statements of Income and Consolidated Statements of Comprehensive Income (Loss) from that date. The Acquisition was accounted for using the acquisition method of accounting and the total purchase consideration was $1,513,235, including consideration transferred of $1,536,452, less cash acquired of $23,217. See below for a summary of the different components that comprise the total consideration.
Amount
Total cash consideration paid for KMG outstanding common stock and equity awards$900,756 
Cash provided to payoff KMG debt304,648 
Total cash consideration paid1,205,404 
Fair value of CMC common stock issued for KMG outstanding common stock and equity awards331,048 
Total consideration transferred$1,536,452 

The following table sets forth the components of identifiable intangible assets acquired:
Acquisition Date Fair ValueEstimated Useful Life
(years)
Customer relationships - Flowchem$315,000 20
Customer relationships - Electronic chemicals280,000 19
Customer relationships - all other109,000 15-16
Technology and know-how85,500 9-11
Trade name - Flowchem46,000 Indefinite
Trade name - all other7,000 1-15
EPA product registration rights2,300 15
Total intangible assets$844,800 
The intangible assets subject to amortization have a weighted average useful life of 17.9 years. For intangible assets related to the wood treatment business, the remaining useful lives were limited to the end of the calendar year 2021.
The allocation of goodwill to each of the Electronic Materials and Performance Materials segments as a result of the Acquisition was $259,859 and $353,475, respectively.
The following unaudited supplemental pro forma information summarizes the combined results of operations as if the Acquisition had occurred on October 1, 2017.
Year Ended September 30,
20192018
Revenue$1,099,674 $1,063,563 
Net income67,722 50,055 
Earnings per share - basic$2.34 $1.74 
Earnings per share - diluted$2.30 $1.70 
The following costs are included in the years ended September 30, 2019 and 2018:
Non-recurring transaction costs of $2,495 and $33,208, respectively.
Non-recurring transaction-related employee costs, such as accelerated stock compensation costs, retention and severance expense of $427 and $38,132, respectively.
Non-recurring charge for fair value write-up of inventory sold of $0 and $14,869, respectively.

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The historical financial information has been adjusted by applying the Company’s accounting policies and giving effect to the pro forma adjustments, which consist of (i) amortization expense associated with identified intangible assets; (ii) depreciation of fixed asset step-up (for pre-Acquisition periods only); (iii) accretion of inventory step-up value; (iv) the elimination of Interest expense on pre-Acquisition KMG debt and replacement of Interest expense related to the Acquisition-related financing; (v) transaction-related costs; (vi) accelerated share-based compensation expense (pre-Acquisition periods only); (vii) retention and severance expense incurred as a direct result of the Acquisition; and (viii) an adjustment to tax-effect the aforementioned unaudited pro forma adjustments using an estimated weighted-average effective income tax rate of each entity and the jurisdictions to which the above adjustments relate. The pro forma consolidated results are not necessarily indicative of what the consolidated results actually would have been had the Acquisition been completed on October 1, 2017. The pro forma consolidated results do not purport to project future results of combined operations, nor do they reflect the expected realization of any revenue or cost synergies associated with the Acquisition.

5. FAIR VALUE OF FINANCIAL INSTRUMENTS
The following table presents financial instruments, other than debt, that we measured at fair value on a recurring basis at September 30, 2020 and 2019.  See Note 13 of this Annual Report on Form 10-K for a discussion of our debt. In instances where the inputs used to measure the fair value of an asset fall into more than one level of the hierarchy, we have classified them based on the lowest level input that is significant to the determination of the fair value.
September 30, 2020Level 1Level 2Level 3Total
Fair Value
Assets:
Cash and cash equivalents$257,354 $$$257,354 
Other long-term investments1,214 1,214 
Derivative financial instruments27 27 
Liabilities:
Derivative financial instruments$$38,157 $$38,157 

September 30, 2019Level 1Level 2Level 3Total
Fair Value
Assets:
Cash and cash equivalents$188,495 $$$188,495 
Other long-term investments980 980 
Liabilities:
Derivative financial instruments$$24,244 $$24,244 
Our cash and cash equivalents consist of various bank accounts used to support our operations and investments in institutional money-market funds that are traded in active markets. We invest only in AAA-rated, prime institutional money market funds, comprised of high quality, short-term fixed income securities. Our other long-term investments represent the fair value of investments under our supplemental employee retirement plan (“SERP”), which is a non-qualified supplemental savings plan. The fair value of the investments is determined through quoted market prices within actively traded markets. Although the investments are allocated to individual participants and investment decisions are made solely by those participants, the SERP is a non-qualified plan. Consequently, the Company owns the assets and the related offsetting liability for disbursement until such time as a participant makes a qualifying withdrawal. 
Our derivative financial instruments include foreign exchange contracts and an interest rate swap contract. During the second quarter of fiscal 2019, we entered into a floating-to-fixed interest rate swap contract to hedge the variability in LIBOR-based interest payments on a portion of our outstanding variable rate debt. The fair value of our derivative instruments is estimated using standard valuation models and market-based observable inputs over the contractual term, including one-month LIBOR-based yield curves for the interest rate swap, and forward rates and/or the Overnight Index Swap curve for forward foreign exchange contracts, among others. We consider the risk of nonperformance, including counterparty credit risk, in the calculation of the fair value of derivative financial instruments. See Note 15 of this Annual Report on Form 10-K for more information on our use of derivative financial instruments.
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6. INVENTORIES
Inventories consisted of the following:
September 30,
20202019
Raw materials$66,591 $60,157 
Work in process15,148 12,940 
Finished goods77,395 72,181 
Total$159,134 $145,278 

7. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consisted of the following:
September 30,
20202019
Land$36,775 $36,276 
Buildings166,907 142,585 
Machinery and equipment280,432 257,706 
Vehicles18,719 13,497 
Furniture and fixtures9,865 9,615 
Information systems56,573 46,516 
Finance leases2,514 1,200 
Construction in progress123,441 63,636 
Total property, plant and equipment695,226 571,031 
Less: accumulated depreciation(333,159)(294,213)
Net property, plant and equipment$362,067 $276,818 
Depreciation expense was $39,929, $37,584 and $17,255 for the years ended September 30, 2020, 2019 and 2018, respectively.
In fiscal 2020 and 2019, we recorded impairment charges of $450 and $4,063, respectively, of property, plant and equipment related to the wood treatment asset group, and adjusted the remaining useful lives such that they do not extend beyond the announced plant closures around the end of the calendar year 2021. See Note 10 of this Annual Report on Form 10-K for further information. We did 0t record any impairment expense on property, plant and equipment in fiscal 2018.

8. ASSET RETIREMENT OBLIGATIONS
The following table provides a roll-forward of the AROs reflected in the Company’s Consolidated Balance Sheets:
20202019
Beginning Balance$12,675 $
Purchase Accounting in connection with the Acquisition(860)12,145 
Liabilities settled
Accretion of discount599 530 
Estimate revision(655)
Ending Balance at September 30$11,759 $12,675 


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9. GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill activity for each of the Company’s reportable segments for the years ended September 30, 2020 and 2019 is shown below:

Electronic MaterialsPerformance MaterialsTotal
Balance at September 30, 2018$96,083 $5,000 $101,083 
Foreign currency translation impact(3,145)(3,141)
Goodwill arising from the Acquisition259,859 352,270 612,129 
Balance at September 30, 2019$352,797 $357,274 $710,071 
Foreign currency translation impact7,628 (257)7,371 
Other1,205 1,205 
Balance at September 30, 2020$360,425 $358,222 $718,647 
The components of other intangible assets are as follows:

September 30, 2020September 30, 2019
Gross Carrying
Amount
Accumulated
Amortization
NetGross Carrying
Amount
Accumulated
Amortization
Net
Other intangible assets subject to amortization:
Customer relationships, trade names, and distribution rights$690,716 $140,037 $550,679 $684,764 $64,471 $620,293 
Product technology, trade secrets and know-how122,135 49,228 72,907 123,948 37,993 85,955 
Acquired patents and licenses8,921 8,713 208 9,023 8,397 626 
Total other intangible assets subject to amortization821,772 197,978 623,794 817,735 110,861 706,874 
Other intangible assets not subject to amortization:
Other indefinite-lived intangibles*47,170 — 47,170 47,170 — 47,170 
Total other intangible assets not subject to amortization47,170 — 47,170 47,170 — 47,170 
Total other intangible assets$868,942 $197,978 $670,964 $864,905 $110,861 $754,044 
*Other indefinite-lived intangibles not subject to amortization primarily consist of trade names.
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Gross Carrying Amount
Balance at September 30, 2019
Impairment1
FX and OtherBalance at September 30, 2020Accumulated AmortizationNet at September 30, 2020
Other intangible assets subject to amortization:
Customer relationships, trade names, and distribution rights$684,764 $(1,419)$7,371 $690,716 $140,037 $550,679 
Product technology, trade secrets and know-how123,948 (343)(1,470)122,135 49,228 72,907 
Acquired patents and licenses9,023 (102)8,921 8,713 208 
Total other intangible assets subject to amortization817,735 (1,864)5,901 821,772 197,978 623,794 
Other intangible assets not subject to amortization:
Other indefinite-lived intangibles*47,170 — — 47,170 — 47,170 
Total other intangible assets not subject to amortization47,170 — — 47,170 — 47,170 
Total other intangible assets$864,905 $(1,864)$5,901 $868,942 $197,978 $670,964 
1 Refer to Note 10 of this Annual Report on Form 10-K for additional information regarding the impairment.
Amortization expense was $85,557, $59,931 and $7,495 for fiscal 2020, 2019 and 2018, respectively.  Estimated future amortization expense of intangible assets as of September 30, 2020 for the five succeeding fiscal years is as follows:

Fiscal YearEstimated
Amortization
Expense
2021$81,985
202274,695
202362,879
202455,664
202550,526
As of September 30, 20182020, the estimated fair value of the PIM reporting unit exceeded the carrying value by approximately 8% and 0 impairment was recognized. In estimating the fair value, the Company used the average of a discounted cash flows model and a market approach based on earnings before interest, taxes, and depreciation for a group of guideline comparable companies. The most significant estimates and assumptions inherent in the discounted cash flows model are the forecasted revenue growth rate, forecasted gross margin, the discount rate and the terminal growth rate. These assumptions are classified as level 3 inputs. The Company’s projections for revenue and gross margin are based on the Company’s multiyear forecast which reflects a recovery from the COVID-19 pandemic (“Pandemic”) during the forecast period. The discount rate was based on an estimated weighted average cost of capital (“WACC”) for the PIM reporting unit. The components of WACC are the cost of equity and the cost of debt, each of which requires judgment by management to estimate. The company developed its cost of equity estimate based on perceived risks and predictability of future cash flows.
The extent to which the Pandemic or future geopolitical events in the oil and gas industry may further impact our PIM business, operations, results of operations and financial condition is uncertain and difficult to estimate, however the impact could negatively affect future revenue and gross margin. The carrying value of the PIM reporting unit includes $318.2 million of goodwill and $46.0 million of trade-name intangible assets. Potential future impairments could be material to the Company’s Consolidated Balance Sheets and to the Consolidated Statements of Income, but we do not expect them to affect the Company’s reported Net cash provided by operating activities. NaN impairment charges to goodwill were recognized in any periods presented.
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10. LONG-LIVED ASSET IMPAIRMENT - WOOD TREATMENT
As a result of to the previously announced planned closure of the Company's wood treatment business' facilities by approximately the end of calendar year 2021, the Company recognized non-cash pre-tax impairment charges in the Performance Materials segment of $2,314 and $67,372, for the years ending September 30, 2017,2020 and 2019, respectively, for the notional amountswood treatment asset group which is also a reporting unit, and adjusted the remaining useful lives such that they do not extend beyond the announced plant closures. The Company recognized a tax benefit of $608 and $17,072, for the years ending September 30, 2020 and 2019, respectively in Provision for income taxes in the Consolidated Statements of Income.
The Company tested the recoverability of its long-lived assets and determined the carrying amount of the forward contracts we heldassets exceeded the sum of the expected undiscounted future cash flows. The resulting impairment charge of $2,314 was recorded to purchase U.S. dollarsreduce the carrying values of these assets to fair value and was allocated as follows:
September 30,
20202019
Property, plant, and equipment, net$450 $4,063 
Other intangible assets – Product technology343 9,651 
Other intangible assets – Acquired patents and licenses102 1,689 
Other intangible assets – Customer relationships, distribution rights, and other1,419 51,969 
Total$2,314 $67,372 
Testing the assets for recoverability involves developing estimates of future cash flows directly associated with, and that are expected to arise as a direct result of, the use and eventual disposition of the assets. As the inputs for testing recoverability, including estimates of revenue and expenses, not generally observable in exchange for foreign currencies were $7,652active markets, the Company considers such measurements to be Level 3 measurements in the fair value hierarchy. The duration of the revenue and $8,176, respectively,expense estimates are limited to the period through the closure date.
The fair value of the wood treatment asset group was sufficient such that the recognized impairment was limited to long-lived assets and the notional amountsreporting unit goodwill was not impaired, however, as the Company approaches the closure date of forward contractsthe facilities and there are lower estimated future cash flows, the carrying value of the wood treatment asset group and reporting unit will not be recoverable, resulting in future impairments. The remaining carrying value of the wood treatment business as of September 30, 2020 includes $35.0 million and $3.8 million of goodwill and intangible assets, respectively, which we heldanticipate will be periodically impaired through the closure date, resulting in no fair value ascribed to sell U.S. dollars in exchange for foreign currencies were $24,860the wood treatment business by the date of closure. The amount of the periodic impairments will vary depending on the timing of the remaining future cash flows of the business.

11. OTHER LONG-TERM ASSETS
Other long-term assets consisted of the following:
September 30,
20202019
Long-term right of use assets$30,999 $
Long-term vendor contract assets2,889 1,164 
Long-term SERP investments1,214 980 
Prepaid unamortized debt issuance costs - revolver537 709 
Other long-term assets4,368 2,858 
Total$40,007 $5,711 

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12. ACCRUED EXPENSES, INCOME TAXES PAYABLE AND OTHER CURRENT LIABILITIES
Accrued expenses, income taxes payable and $24,295, respectively.other current liabilities consisted of the following:

September 30,
20202019
Accrued compensation$46,465 $33,809 
Income taxes payable16,216 15,725 
Dividends payable13,669 12,953 
Interest rate swap liability11,992 5,351 
Contract liabilities (current)8,501 5,008 
Current portion of operating lease liability6,513 
Taxes, other than income taxes5,044 6,281 
Goods and services received, not yet invoiced3,957 3,075 
Accrued interest29 3,739 
KMG - Bernuth warehouse fire-related (See Note 20)7,998 
Other9,056 9,679 
Total$121,442 $103,618 
Net Investment Hedge – Foreign Exchange Contracts
13. DEBT
Total debt consisted of the following:
September 30,
20202019
Senior Secured Term Loan Facility, one-month LIBOR plus 2.00% and 2.25%, respectively$936,363 $959,676 
Less: Unamortized debt issuance costs(14,949)(17,900)
Total debt921,414 941,776 
Less: Current maturities and short-term debt(10,650)(13,313)
Total long-term debt excluding current maturities$910,764 $928,463 
Term Loan Facility
In September 2017,connection with the Acquisition, we entered into twoa credit agreement, which provides for senior secured financing of up to $1,265.0 million (“Credit Agreement”), which includes the Senior Secured Term Loan Facility ("Term Loan Facility") in an aggregate principal amount of $1,065.0 million. During the first quarter of fiscal 2020, the Company amended the Credit Agreement ("Amended Credit Agreement") to reduce the interest rate on the Term Loan Facility.Borrowings under the Term Loan Facility bear interest at a rate per annum equal to, at the Company’s option, either (a) a LIBOR, subject to a 0.00% floor, or (b) a base rate, in each case, plus an applicable margin of, in the case of borrowings under the Term Loan Facility, 2.00% for LIBOR loans and 1.00% for base rate loans. The borrowings are guaranteed by each of the Company’s wholly-owned domestic subsidiaries and are secured by substantially all assets of the Company and of each subsidiary guarantor, in each case subject to certain exceptions.
The Term Loan Facility matures on November 15, 2025, and amortizes in equal quarterly installments of 0.25% of the initial principal amount beginning January 1, 2019. In addition, the Company is required to prepay outstanding loans under the Term Loan Facility, subject to certain exceptions, with up to 50% of the Company’s annual excess cash flow, as defined under the Amended Credit Agreement, and 100% of the net cash proceeds of certain recovery events and non-ordinary course asset sales. We made total prepayments on the Term Loan Facility of $10.0 million and $100.0 million during the fiscal years ended September 30, 2020 and 2019, respectively.
At September 30, 2020, the fair value of the Term Loan Facility, using level 2 inputs, approximated its carrying value of $936,363 as the loan bears a floating market rate of interest.
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In the second quarter of fiscal 2019, we entered into a floating-to-fixed interest rate swap contract to hedge the variability in our LIBOR-based interest payments on our Term Loan Facility balance. See Note 15 of this Annual Report on Form 10-K for additional information.
The Amended Credit Agreement contains certain affirmative and negative covenants that limit the ability of the Company, among other things and subject to certain significant exceptions, to incur debt or liens, make investments, enter into certain mergers, consolidations, asset sales and acquisitions, pay dividends and make other restricted payments and enter into transactions with affiliates. We believe we are in compliance with these covenants.
The Amended Credit Agreement contains certain events of default, including relating to a change of control. If an event of default occurs, the lenders under the Credit Facilities will be entitled to take various actions, including the acceleration of amounts due under the Credit Facilities.
As of September 30, 2020, scheduled principal repayments of the Term Loan Facility were:
Fiscal YearPrincipal Repayments
2021$10,650 
202210,650 
202310,650 
202410,650 
202510,650 
Thereafter883,113 
$936,363 
Revolving Credit Facility
The Company has a revolving credit facility under the Amended Credit Agreement ("Revolving Credit Facility") with an aggregate principal amount of up to $200.0 million, including a letter of credit sub-facility of up to $50.0 million. Borrowings under the Revolving Credit Facility bear interest at a rate per annum equal to a base rate in each case, plus an applicable margin of 1.50% for LIBOR loans and 0.50% for base rate loans. The applicable margin for borrowings under the Revolving Credit Facility varies depending on the Company’s first lien secured net leverage ratio. The Revolving Facility matures on November 15, 2023, the five-year anniversary of the Acquisition Date.
During the second quarter of fiscal 2020, the Company drew $150.0 million under the Revolving Credit Facility as a precautionary measure in order to increase its cash position and preserve financial flexibility in light of uncertain global economic conditions resulting from the Pandemic. The entire amount, which was unused in full, was repaid in the fourth quarter of fiscal 2020 and 0 amount remains outstanding as of September 30, 2020.

14. LEASES
We lease certain vehicles, warehouse facilities, office space, machinery, and equipment under cancellable and noncancellable leases, most of which expire in five years and may be renewed at our option.  
The components of lease expense are as follows:
Lease ComponentsYear Ended September 30, 2020
Operating lease cost$7,871 
Variable and short-term costs1,637 
Total lease cost$9,508 
Lease expense for the years ended September 30, 2019 and 2018 totaled $7,975 and $4,307, respectively.
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Supplemental balance sheet information related to leases is as follows:
Lease ComponentsConsolidated Balance Sheet LocationSeptember 30, 2020
Lease right-of-use assetsOther long-term assets$30,999 
Lease liabilities - currentAccrued expenses, income taxes payable and other current liabilities$6,513 
Lease liabilities - non-currentOther long-term liabilities25,967 
Total lease liabilities$32,480 
Weighted-average remaining lease term (in years)7 years
Weighted-average discount rate3.06 %
Future maturities of operating lease liabilities for the years ended September 30 are as follows:

Fiscal YearAmount
2021$7,196 
20226,672 
20235,645 
20244,242 
20253,499 
2026 and future years8,261 
Total future lease payments35,515 
Less: Imputed interest3,035 
Operating lease liability32,480 
Less: Current portion of operating lease liability6,513 
Long-term portion of operating lease liability$25,967 
As of September 30, 2019, minimum lease payments under non-cancellable operating leases in excess of one year are as follows:

Fiscal YearAmount
2020$6,984 
20214,941 
20224,291 
20234,122 
20243,710 
Thereafter12,010 
Total future minimum lease payments$36,058 

15. DERIVATIVE FINANCIAL INSTRUMENTS
We are exposed to various market risks, including risks associated with interest rates and foreign currency exchange rates.  We enter into certain derivative transactions to mitigate the volatility associated with these exposures. 
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Cash Flow Hedges – Interest Rate Swap Contract
We have a floating-to-fixed interest rate swap contract to hedge the variability in LIBOR-based interest payments on a portion of our outstanding variable rate debt.  The notional amount is scheduled to decrease bi-annually and will expire on January 31, 2024. Based on certain quantitative and qualitative assessments, we have determined that the hedge is highly effective and qualifies for hedge accounting. Accordingly, unrealized gains and losses on the hedge are recorded in other comprehensive income. Realized gains and losses are recorded on the same financial statement line as the hedged item, which is Interest expense.
Foreign Currency Contracts Not Designated as Hedges
We enter into forward foreign exchange contracts in an effort to protectmitigate the net investment of our Korean subsidiary against potential adverse changes resulting fromrisks associated with currency fluctuations in the Korean won. We entered into forward contracts to sell Korean won and buy U.S. dollars, and had designated these forward contracts as an effective net investment hedge.  As a result of cash repatriation facilitated by the Tax Act, the Company terminated theseon certain foreign currency balance sheet exposures.  These foreign exchange contracts during fiscal year 2018.  

Amountsdo not qualify for hedge accounting; therefore, the gains and losses resulting from the impact of currency exchange rate movements on our forward foreign exchange contracts are recognized as Other income (expense), net in the accompanying Consolidated Statements of Comprehensive Income forin the period in which the exchange rates change. 
The notional amount of our net investment hedge during the fiscal year ended September 30, werederivative instruments are as follows:

   2018 
     
 Balance at September 30, 2017 $920 
 Loss on net investment hedge  8,440 
 Tax benefit  (2,169)
 Balance at September 30, 2018 $7,191 

September 30,
20202019
Derivatives designated as hedging instruments
Interest rate swap contract$571,000 $699,000 
Derivatives not designated as hedging instruments
Foreign exchange contracts to purchase U.S. dollars8,054 6,239 
Foreign exchange contracts to sell U.S. dollars25,105 24,270 


The fair value of our derivative instruments included in the Consolidated Balance Sheet, which was determined using level 2 inputs,Sheets was as follows:

 Asset Derivatives  Liability Derivatives Derivative AssetsDerivative Liabilities
 September 30,  September 30, September 30,September 30,
Consolidated Balance Sheet Location  2018  2017  2018  2017 Consolidated Balance Sheets Location2020201920202019
Derivatives designated as hedging instruments            Derivatives designated as hedging instruments
Interest rate swap contractsOther long-term assets $-  $117  $-  $- 
Accrued expenses, income taxes payable and other current liabilities $-  $-  $-  $31 
Other long-term liabilities  $-  $-  $-  $- 
                 
Foreign exchange contracts designated as net investment hedgeOther long-term liabilities $-  $-  $-  $1,442 
Interest rate swap contractInterest rate swap contractAccrued expenses, income taxes payable and other current liabilities$$$11,992 $5,351 
                 Other long-term liabilities26,000 18,841 
Derivatives not designated as hedging instruments                 Derivatives not designated as hedging instruments
Foreign exchange contractsPrepaid expenses and other current assets $-  $146  $-  $- Foreign exchange contractsPrepaid expenses and other current assets27 
Accrued expenses, income taxes payable and other current liabilities  $-  $-  $339  $408 Accrued expenses, income taxes payable and other current liabilities165 52 

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The following table summarizes the effect of our derivative instrument on our Consolidated Statements of Income forIncome:
Gain (Loss) Recognized in Consolidated Statements of Income
Fiscal Year Ended September 30,
Consolidated Statements of Income Location 202020192018
Derivatives designated as hedging instruments
Interest rate swap contractInterest expense$(9,360)$524 $515 
Derivatives not designated as hedging instruments
Foreign exchange contractsOther income (expense), net(222)28 (1,569)
The following table summarizes the fiscal years endedeffect of our derivative instrument on Accumulated other comprehensive income:
Amount of Gain (Loss) Recognized in Other Comprehensive Income
Fiscal Year Ended September 30,
202020192018
Derivatives designated as hedging instruments
Interest rate swap contract$(23,161)$(23,667)$430 
We expect approximately $11,992 to be reclassified from Accumulated other comprehensive (loss) income into Interest expense during the next twelve months related to our interest rate swap based on projected rates of the LIBOR forward curve as of September 30, 2018, 2017 and 2016:2020.

   Gain (Loss) Recognized in Consolidated Statements of Income 
   Fiscal Year Ended September 30, 
 Consolidated Statements of Income Location 2018 2017 2016 
Derivatives not designated as hedging instruments          
Foreign exchange contractsOther income (expense), net $(1,569) $(1,462) $676 


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61



11.16. ACCUMULATED OTHER COMPREHENSIVE INCOME

(LOSS)
The table below summarizes the components of accumulatedAccumulated other comprehensive income (loss) (AOCI), net of income tax provision/expense (benefit), for.
Year Ended September 30,
202020192018
Beginning Balance$(23,238)$4,539 $3,949 
Foreign currency translation adjustment19,642 (7,957)(1,730)
Income tax expense (benefit)(356)(591)2,409 
Foreign currency translation adjustment, net of tax19,286 (8,548)679 
Pension and other postretirement891 (479)(25)
Income tax expense (benefit)156 30 (1)
Pension and other postretirement, net of tax1,047 (449)(26)
Unrealized gain (loss) on cash flow hedges:
Change in fair value(23,161)(23,667)430 
Reclassification adjustment into earnings9,360 (524)(515)
Income tax expense3,090 5,411 22 
Unrealized loss on cash flow hedges, net of tax(10,711)(18,780)(63)
Effect of the adoption of the stranded tax effect accounting standard(497)
Income tax expense
Effect of the adoption of the stranded tax effect accounting standard, net of tax(488)
Net Change9,134 (27,777)590 
Ending Balance$(14,104)$(23,238)$4,539 
During the years ended September 30, 2018, 2017,first quarter of fiscal 2020, the Company adopted ASU No. 2018-02 regarding the reclassification of stranded tax effects resulting from the change in the U.S. federal corporate income tax rate under the Tax Act and 2016.as a result, we reclassified $488 of stranded tax effects from Accumulated other comprehensive income to Retained earnings.


  
Foreign
Currency
Translation
  
Cash
Flow
Hedges
  
Pension and Other
Postretirement
Liabilities
  Total 
Balance at September 30, 2015 $(4,011) $(901) $(1,178) $(6,090)
Foreign currency translation adjustment, net of tax of $1,854  15,996   -   -   15,996 
Unrealized gain (loss) on cash flow hedges:                
Change in fair value, net of tax of $(274)  -   (499)  -   (499)
Reclassification adjustment into earnings, net of tax of $321  -   583   -   583 
Change in pension and other postretirement, net of tax of $(584)  -   -   (434)  (434)
Balance at September 30, 2016  11,985   (817)  (1,612)  9,556 
Foreign currency translation adjustment, net of tax of $(2,321)  (6,746)  -   -   (6,746)
Unrealized gain (loss) on cash flow hedges:                
Change in fair value, net of tax of $(660)  -   1,161   -   1,161 
Reclassification adjustment into earnings, net of tax of $170  -   (298)  -   (298)
Change in pension and other postretirement, net of tax of $79  -   -   276   276 
Balance at September 30, 2017  5,239   46   (1,336)  3,949 
Foreign currency translation adjustment, net of tax of $(2,409)  679   -   -   679 
Unrealized gain (loss) on cash flow hedges:                
Change in fair value, net of tax of $111  -   319   -   319 
Reclassification adjustment into earnings, net of tax of $(133)  -   (382)  -   (382)
Change in pension and other postretirement, net of tax of $1  -   -   (26)  (26)
Balance at September 30, 2018 $5,918  $(17) $(1,362) $4,539 



The before tax amount reclassified from OCI to net income in fiscal 2018, related to our cash flow hedges, was recorded as interest expense on our Consolidated Statement of Income.  Amounts reclassified from OCI to net income, related to pension liabilities, were not material in fiscal years 2018, 2017 and 2016.


12.17. SHARE-BASED COMPENSATION PLANS

EQUITY INCENTIVE PLAN AND OMNIBUS INCENTIVE PLAN

In March 2004,We grant share-based compensation to eligible participants under our stockholders approved our Second Amended and Restated Cabot Microelectronics Corporation 2000 Equity Incentive Plan (the "EIP"), as amended and restated September 23, 2008.  In March 2012, our stockholders approved the Cabot Microelectronics Corporation 2012 Omnibus Incentive Plan (the "OIP"), which is the successor plan to the EIP, and which was amended as of March 2017.  All share-based awards have been made from the OIP as of its approval date,2017, and the EIP is no longer available for any awards.  The OIP is administered by the Compensation Committee of the Board of Directors and is intendedprior to provide management with the flexibility to attract, retain and rewardthat under our employees, directors, consultants and advisors.2000 Equity Incentive Plan (the “EIP”).  The OIP allows for the granting of six6 types of equity incentive awards: stock options, restricted stock, restricted stock units, stock appreciation rights (SARs)(“SARs”), performance-based awards, and substitute awards.  The OIP also provides for cash incentive awards to be made.  Substitute awards under the OIP are those awards that, in connection with an acquisition may be granted to employees, directors, consultants or advisors(in the case of the acquired company, in substitution for equity incentives held by them in the seller or the acquired company.  In fiscal 2016, related to our acquisition of NexPlanar, we granted incentive stock options (ISOs), as allowed under the OIP, to certain NexPlanar employees in substitution for unvested ISOs they had held in NexPlanar at the time of the closing of the acquisition.  As of September 30, 2018, no SARs have been granted to date under either plan.  No awards of any type have been granted to date to consultants or advisors under either plan.Acquisition, “Replacement Awards”). The OIP authorizes up to 4,934,4444,978 shares of stock to be granted thereunder, including up to 2,030,9522,074 shares of stock in the aggregate of awards other than options or SARs and up to 2,538,6902,539 incentive stock options.  The 4,934,444 shares of stock represents 2,901,360 shares of newly authorized shares and 2,033,084 shares previously available under the EIP.  In addition, shares that become available from awards under the EIP and the OIP because of events such as forfeitures, cancellations or expirations or because shares subject to an award are withheld to satisfy tax withholding obligations, will also be available for issuance under the OIP. Shares issued under our share-based compensation plans are issued from new shares rather than from treasury shares.

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In fiscal 2019, in connection with the Acquisition, we awarded a total of 43,443 restricted stock unit awards to certain KMG employees in substitution for certain unvested restricted stock unit awards that KMG had awarded subsequent to the entry into the definitive agreement for the Acquisition, but prior to the Acquisition Date. The Replacement Awards vest in 3 equal installments on the first three anniversaries of the original award date. If the recipient was terminated without cause or resigned with good reason during the 18 months following the Acquisition Date, the Replacement Awards will have vested as of such termination date in a number of shares equal to 150% of the Replacement Award.
STOCK OPTIONS
Non-qualified stock options issued under the OIP as they were under the EIP, are generally time-based and provide for a ten-year term, with options generally vesting equally over a four-year period, with first vesting on the first anniversary of the award date.period. Non-qualified stock options granted to non-employee directors on an annual basis vest 100% on the first anniversary of the award date. Under the OIP as under the EIP, employees may also be granted ISOsincentive stock options to purchase common stock at not less than the fair value on the date of the grant.  Priorgrant, but to fiscal 2016, no ISOs had beendate we have not granted under either plan.  In the first quarter of fiscal 2016, we substituted certain NexPlanar ISOs with Cabot Microelectronics Corporation ISOs, preserving the intrinsic value, including the original vesting periods, of the original awards.  Compensation expense related to ourincentive stock option awards was $6,392, $5,500 and $6,767 in fiscal 2018, 2017 and 2016, respectively.  For additional information on our accounting for share-based compensation, see Note 2.options.

Under the OIP, employees and non-employees may be awarded shares of restricted stock or restricted stock units, which generally vest over a four-year period, with first vesting on the anniversary of the grant date.  In general, shares of restricted stock and restricted stock units may not be sold, assigned, transferred, pledged, disposed of or otherwise encumbered.  Holders of restricted stock, and restricted stock units, if specified in the award agreements, have all the rights of stockholders, including voting and dividend rights, subject to the above restrictions, although the holders of restricted stock units awarded prior to fiscal 2016 do not have such rights.  Holders of restricted stock units awarded as of fiscal 2016 have dividend equivalent rights pursuant to the terms of the OIP and respective award agreements.  Restricted shares under the OIP, as under the EIP, also may be purchased and placed "on deposit" by executive officers pursuant to the 2001 Deposit Share Program.  Shares purchased under this Deposit Share Program receive a 50% match in restricted shares ("Award Shares").  These Award Shares vest at the end of a three-year period, and are subject to forfeiture upon early withdrawal of the deposit shares.  Compensation expense related to our restricted stock and restricted stock unit awards and restricted shares matched at 50% pursuant to the Deposit Share Program was $9,186, $6,730 and $6,369 for fiscal 2018, 2017 and 2016, respectively.


In December 2017, we granted performance share unit ("PSU") awards to certain employees. These PSUs fully vest on the third anniversary of the grant date.  Stock-based compensation for the awards is recognized over the requisite service period (three years) beginning on the date of grant through the end of the performance period based on the number of PSUs expected to vest under the awards at the end of the performance period. The expected amount of vesting is determined using certain performance measures and is re-evaluated at the end of each fiscal year through the end of the performance period. In addition, the PSUs awarded may be subject to downward or upward adjustment depending on the total shareholder return achieved by the Company during the particular performance period related to the PSUs, relative to the total shareholder return of the S&P SmallCap 600 Index.  We used a third-party service provider to estimate the fair value of our share-based awards, as shown below, was estimated using the PSUs at grant date by using a Monte Carlo simulation model. ThisBlack-Scholes model simulateswith the following weighted-average assumptions:
Year Ended September 30,
202020192018
Weighted-average grant date fair value$39.68 $27.34 $26.59 
Expected term (in years)6.966.866.68
Expected volatility32 %26 %26 %
Risk-free rate of return1.6 %2.8 %2.4 %
Dividend yield1.3 %1.6 %1.0 %

A summary of stock price movementsoption activity is as follows:
Stock
Options
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term
(in years)
Aggregate
Intrinsic
Value
(in thousands)
Outstanding at September 30, 2019879 $63.44 
Granted121 129.60 
Exercised(182)51.50 
Forfeited or canceled(11)75.59 
Outstanding at September 30, 2020807 $75.87 6.2$54,078 
Exercisable at September 30, 2020499 $58.27 5.1$42,184 
Expected to vest at September 30, 2020308 $104.39 8.1$11,836 

Year Ended September 30,
202020192018
Intrinsic value of options exercised$19,077 $20,711 $30,345 
Cash received from exercise of options9,350 13,193 19,247 
Tax benefit from exercise of options3,629 4,449 7,503 
Fair value of options vested3,765 4,506 5,008 

As of the Company and Index constituents using certain assumptions, including the stock priceSeptember 30, 2020, there was $5,267 of our company and Index constituents, the risk-free interest rate and stock price volatility. We have recorded $2,056total unrecognized share-based compensation expense related to our PSU awards in fiscal 2018.unvested stock options. That cost is expected to be recognized over a weighted-average period of 2.3 years.

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In connection with our pending acquisition of KMG, immediately prior to the closing, each KMG Equity Award granted on or following August 14, 2018 will be converted into a corresponding award relating to shares of CMC Common Stock and continue to vest post-closing in accordance with the terms of the OIP (which will include vesting on a qualifying termination of employment).

EMPLOYEE STOCK PURCHASE PLAN

In March 2008, our stockholders approved our 2007 Cabot Microelectronics Employee Stock Purchase Plan (the "ESPP"), which amended the ESPP for the primary purpose of increasing the authorized shares of common stock to be purchased under the ESPP from 475,000 designated shares to 975,000 shares.  As of September 30, 2018, a total of 385,504 shares are available for purchase under the ESPP.  The ESPP allows all full-time, and certain part-time, employees of our Company and its designated subsidiaries to purchase shares of our common stock through payroll deductions.  Employees can elect to have up to 10% of their annual earnings withheld to purchase our stock,deductions, subject to a maximum number of shares that a participant may purchase and a maximum dollar expenditure in any six-month offering period, and certain other criteria.  The provisions of the ESPP allow shares to be purchased at a price no less than the lower of 85% of the closing price at the beginning or end of each semi-annual stock purchase period. AAs of September 30, 2020, a total of 49,896, 69,751, and 77,437291 shares were issuedare available for purchase under the ESPP during fiscal 2018, 2017 and 2016, respectively.  Compensation expense related to the ESPP was $885, $774 and $763 in fiscal 2018, 2017 and 2016, respectively.

ACCOUNTING FOR SHARE-BASED COMPENSATION


The fair value of our share-based awards, as shown below, was estimated using the Black-Scholes model with the following weighted-average assumptions:

 Year Ended September 30, 
 2018 2017 2016 
Stock Options      
Weighted-average grant date fair value $26.59  $16.50  $14.47 
Expected term (in years)  6.68   6.57   6.56 
Expected volatility  26%  27%  26%
Risk-free rate of return  2.4%  2.1%  1.9%
Dividend yield  1.0%  1.2%  0.3%


 Year Ended September 30, 
 2018 2017 2016 
ESPP      
Weighted-average grant date fair value $20.94  $12.49  $9.57 
Expected term (in years)  0.50   0.50   0.50 
Expected volatility  26%  24%  24%
Risk-free rate of return  1.5%  0.6%  0.4%
Dividend yield  1.1%  1.3%  0.5%



ESPP.
The Black-Scholes model is primarily used in estimating the fair value of short-lived exchange traded options that have no vesting restrictions and are fully transferable.  Because employee stock options and ESPP purchases have certain characteristics that are significantly different from traded options, and because changes in the subjective assumptions can materially affect the estimated value, our use of the Black-Scholes model for estimating the fair value of stock options and ESPP purchases may not provide an accurate measure.  Although the value of our stock options and ESPP purchases are determined in accordance with applicable accounting standards using an option-pricing model, those values may not be indicative of the fair values observed in a willing buyer/willing seller market transaction.


Year Ended September 30,
202020192018
Weighted-average grant date fair value$39.17 $25.16 $20.94 
Shares issued46 49 50 
Expected term (in years)0.50.50.5
Expected volatility52 %34 %26 %
Risk-free rate of return1.7 %2.3 %1.5 %
Dividend yield1.3 %1.6 %1.1 %

RESTRICTED STOCK, RESTRICTED STOCK UNITS, AND PERFORMANCE SHARE UNITS
Under the OIP, employees and non-employees may be awarded shares of restricted stock or RSUs, which generally vest over a four-year period. Restricted shares under the OIP may be purchased and placed "on deposit" by executive officers pursuant to the 2001 Deposit Share Program. Shares purchased under this Deposit Share Program receive a 50% match in restricted shares that vest at the end of a three-year period, and are subject to forfeiture upon early withdrawal of the deposit shares.The fair value of our restricted stock and restricted stock unit awards represents the closing price of our common stock on the date of award. Share-based compensation expense related to restricted stock and restricted stock unitRSU awards is recorded net of expected forfeitures.

SHARE-BASED COMPENSATION EXPENSE

Total share-basedIn December 2017, we began awarding PSU awards to certain employees on an annual basis. These PSUs fully vest upon certification of performance achieved with respect to the PSU following the third anniversary of the performance period tied to the PSU, according to the terms and conditions of the relevant PSU award agreement. Stock-based compensation expense for the years ended September 30, 2018, 2017 and 2016,awards is as follows:

  Year Ended September 30, 
  2018  2017  2016 
Income statement classifications:         
Cost of goods sold $2,450  $2,229  $2,105 
Research, development and technical  1,940   1,792   1,633 
Selling and marketing  1,277   1,380   1,618 
General and administrative  12,851   7,603   8,585 
Tax benefit  (4,306)  (4,339)  (4,341)
Total share-based compensation expense, net of tax $14,212  $8,665  $9,600 


The grant of December 2017 included the provisions of stock option grants and restricted stock unit awards such that except in certain circumstances including termination for cause, once an employee meets the retirement eligibility requirements, any remaining unvested share-based awards will continue to vest regardless of termination of service. Consequently,recognized over the requisite service period for the award is satisfied upon retirement eligibility. Therefore, for those employees who have met the retirement eligibility at the grant date, we now record the total share-based compensation expense upon award; for those employees who will meet the retirement eligibility during the four-year vesting period, we now record the share-based compensation expense over the period from the grant date through(three years) beginning on the date of retirement eligibility, rather than overaward through the four-year vesting period stated in the award agreement.  Restricted stock units granted to non-employee directors on an annual basis vest 100% on the first anniversaryend of the award date.

In fiscal 2018, we recorded $2,602 of shared-based compensation expense associated with our executive officer transitions, which is included in the table above as general and administrative expense.  In fiscal 2016, we recorded $154 in share-based compensation expense related to certain unvested NexPlanar ISOs settled in cash at the acquisition date.  The $154 represents the portion of the fair value of the original awards related to the post-acquisitionperformance period had these awards not been settled in cash at the acquisition date.  U.S. GAAP prescribes that the portion of fair value of equity awards related to pre-acquisition service periods represents purchase consideration, including equity awards vesting immediately upon a change-in-control, and the portion of fair value related to post-acquisition service periods represents compensation expense.  Since the post-acquisition service requirement was eliminated through the cash settlement, the $154 in compensation expense was recorded immediately following the acquisition date.  We accelerated the vesting on the substitute ISO awards made to certain individuals based on the termsnumber of their employment agreements and recorded $492 of share-based compensation expense relatedPSUs expected to this acceleration.  The total $646 of acquisition-related compensation is included invest under the table above as general and administrative expense.


Our non-employee directors receive annual equity awards in March, pursuant toat the OIP.  The award agreements provide for immediate vestingend of the awardperformance period. The expected amount of vesting is determined using certain performance measures and is re-evaluated at the timeend of termination of service for any reason other than by reason of Cause, Death, Disability or a Change in Control, as defined ineach fiscal year through the OIP, if at such time the non-employee director has completed an equivalent of at least two full terms as a directorend of the Company, as defined inperformance period. In addition, the Company's bylaws.  Three of the Company's non-employee directors had completed at least two full terms of service as of the date of the March 2018 award.  Consequently, the requisite service period for the award has already been satisfied and we recorded the fair value of $586 of the awards to these directors to share-based compensation expense in the fiscal quarter ended March 31, 2018 rather than recording that expense over the one-year vesting period stated in the award agreement.


STOCK OPTION ACTIVITY

A summary of stock option activity under the EIP and OIP as of September 30, 2018, and changes during fiscal 2018 are presented below:

  
Stock
Options
  
Weighted
Average
Exercise
Price
  
Weighted
Average
Remaining
Contractual
Term
(in years)
  
Aggregate
Intrinsic
Value
(in thousands)
 
Outstanding at September 30, 2017  1,517,061  $44.17       
Granted  152,282   95.19       
Exercised  (488,029)  39.45       
Forfeited or canceled  (49,833)  53.09       
Outstanding at September 30, 2018  1,131,481  $52.68   6.8  $57,212 
                 
Exercisable at September 30, 2018  552,969  $41.57   5.5  $34,063 
                 
Expected to vest after September 30, 2018  575,758  $63.16   8.0  $23,120 


The aggregate intrinsic value in the table above represents the total pretax intrinsic value (i.e., for all in-the-money stock options, the difference between our closing stock price per share on the last trading day of fiscal 2018 and the exercise price, multiplied by the number of shares) that would have been received by the option holders had all option holders exercised their options on the last trading day of fiscal 2018.  The total intrinsic value of options exercised was $30,345, $25,213 and $12,317 for fiscal 2018, 2017 and 2016, respectively.

The total cash received from options exercised was $19,247, $27,666 and $16,623 for fiscal 2018, 2017 and 2016, respectively. The actual tax benefit realized for the tax deductions from options exercised was $7,503, $8,743 and $4,076 for fiscal 2018, 2017 and 2016, respectively.  The total fair value of stock options vested during fiscal years 2018, 2017 and 2016 was $5,008, $5,300 and $7,880, respectively. As of September 30, 2018, there was $6,723 of total unrecognized share-based compensation expense related to unvested stock options granted under the EIP and OIP.  That cost is expected to be recognized over a weighted-average period of 2.3 years.


RESTRICTED STOCK AND RESTRICTED STOCK UNITS

A summary of the status of the restricted stock awards and restricted stock unit awards, including PSUs outstanding that were awarded under the OIP as of September 30, 2018, and changes during fiscal 2018, are presented below:

  
Restricted Stock
Awards and Units
  
Weighted Average
Grant Date Fair Value
 
       
Nonvested at September 30, 2017  346,513  $52.43 
Granted *  140,084   93.16 
Vested  (134,165)  49.73 
Forfeited  (24,285)  58.64 
Nonvested at September 30, 2018  328,147  $70.42 

* Includes the initial amount of PSUs granted, which may be subject to downward or upward adjustment depending on the performance measurestotal shareholder return achieved by the Company during the particular performance period pursuantrelated to the PSUs, relative to the total shareholder return of the S&P SmallCap 600 Index or the S&P MidCap 400 Index, as specified in the respective PSU award agreement. We estimate fair value of the PSUs at award date by using a Monte Carlo simulation model. This model simulates the stock price movements of the Company and relevant Index constituents using certain assumptions, including the stock price of our company and relevant Index constituents, the risk-free interest rate and stock price volatility.

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A summary of the activity of the restricted stock awards, RSU awards, and PSU awards is presented below:
Restricted Stock
Awards and Units
Weighted Average
Grant Date Fair
Value
Nonvested at September 30, 2019275 $87.36 
Granted 1
88 125.14 
Vested(100)74.65 
Forfeited(6)83.65 
Nonvested at September 30, 2020257 $104.83 
1 Includes PSUs awarded

Year Ended September 30,
202020192018
Weighted average grant date fair value$104.83 $87.36 $70.42 

The total fair value of restricted stock awards and restricted stock unitsRSUs vested during fiscal years 2020, 2019 and 2018 2017was $7,481, $11,060 and 2016 was $6,669, $6,898 and $10,740, respectively.  As of September 30, 2018,2020, there was $20,955$14,256 of total unrecognized share-based compensation expense related to unvested restricted stock awards and restricted stock units,RSUs, including PSUs, under the OIP.  That cost is expected to be recognized over a weighted-average period of 2.32.09 years.

SHARE-BASED COMPENSATION EXPENSE

Total share-based compensation expense and the classification of that expense in the Consolidated Statements of Income for the years ended September 30, 2020, 2019 and 2018, is as follows:
13. SAVINGS PLAN

Year Ended September 30,
202020192018
Cost of sales$2,863 $2,727 $2,450 
Research, development and technical2,090 2,150 1,940 
Selling, general and administrative11,443 13,350 14,128 
Tax benefit(3,162)(3,767)(4,306)
Total share-based compensation expense, net of tax$13,234 $14,460 $14,212 
Effective in May 2000, we adopted
Total gross share-based compensation expense is attributable to the Cabot Microelectronics Corporationfollowing awards:
Year Ended September 30,
202020192018
Stock Options$4,406 $4,267 $6,392 
Restricted stock, restricted stock units, and replacement awards8,259 11,400 9,186 
Performance share units1,957 1,279 2,056 
ESPP1,774 1,281 885 

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18. EMPLOYEE RETIREMENT PLANS
Defined Contribution Plans
The Company has 401(k) Plan (the "401(k) Plan"), which is a qualified defined contribution plan,plans covering all eligible U.S. employees meeting certain minimum age and eligibility requirements, as defined by the 401(k) Plan.  Participants may make elective contributions of up to 60% of their eligible compensation.  All amounts contributed by participants and earnings on these contributions are fully vested at all times.  The 401(k) Plan provides for matching and fixed non-elective contributions by the Company.  Under the 401(k) Plan, the Company will match 100% of the first four percent of the participant's eligible compensation and 50% of the next two percent of the participant's eligible compensation that is contributed, subject to limitations required by government regulations.  Under the 401(k) Plan, all U.S. employees, even those who do not contribute to the 401(k) Plan, receive a contribution by the Company in an amount equal to four percent of eligible compensation, and thus are participants in the 401(k) Plan.  Participants are 100% vested in all Company contributions at all times.   The Company'sU.S., and the expense for the 401(k) Planplans totaled $5,562, $5,256$7,658, $6,698 and $4,624$5,562 for the fiscal years ended September 30, 2018, 20172020, 2019 and 2016,2018, respectively.

The Company’s United Kingdom and Singapore subsidiaries make contributions to retirement plans that function as defined contribution retirement plans. The contributions to those plans were approximately $1,766 and $1,356 for the fiscal years ended September 30, 2020 and 2019, respectively.

Pension Obligations in Foreign Jurisdictions
14. OTHER INCOME, NETThe Company has defined benefit plans covering employees in Japan, South Korea, and France as required by local law. These plans are unfunded. A summary of these combined plans are:

September 30,
20202019
Projected benefit obligation$11,627 $11,121 
Accumulated benefit obligation8,680 8,314 
Pension cost included in Accumulated other comprehensive income (loss)(764)(1,811)
Weighted average discount rate1.32 %0.73 %
Weighted average rate of increases in future compensation levels3.01 %2.89 %

Benefit costs for the combined plans were $1,403, $1,345 and $1,236 in fiscal years 2020, 2019 and 2018, respectively, consisting primarily of service costs. Net service costs are included in Cost of sales and Operating expenses, and all other costs are recorded in the Other income (expense), net consistedin our Consolidated Statements of the following:Income. Estimated future benefit payments are as follows:

 Year Ended September 30, 
 2018 2017 2016 
Interest income $4,409  $2,351  $949 
Other income (expense)  89   (438)  (296)
Total other income, net $4,498  $1,913  $653 

Fiscal YearAmount
2021$519 
2022542 
2023641 
2024661 
20251,209 
2026 to 20305,172 

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15.STOCKHOLDERS' EQUITY

The following is a summary of our capital stock activity over the past three years:

 Number of Shares
 
Common
Stock
 
Treasury
Stock
September 30, 2015 33,489,181  9,041,678
Exercise of stock options 606,562   
Restricted stock under EIP and OIP, net of forfeitures 86,277   
Restricted stock under Deposit Share Program, net of forfeitures 1,847   
Common stock under ESPP 77,437   
Repurchases of common stock under share repurchase plans    636,839
Repurchases of common stock – other    66,125
      
September 30, 2016 34,261,304  9,744,642
Exercise of stock options 818,640   
Restricted stock under OIP, net of forfeitures 81,047   
Common stock under ESPP 69,751   
Repurchases of common stock under share repurchase plans    167,809
Repurchases of common stock – other    35,739
      
September 30, 2017 35,230,742  9,948,190
Exercise of stock options 487,915   
Restricted stock under OIP, net of forfeitures 93,817   
Common stock under ESPP 49,991   
Repurchases of common stock under share repurchase plans    369,791
Repurchases of common stock – other    38,166
      
September 30, 2018 35,862,465  10,356,147


COMMON STOCK

Each share of common stock, including those awarded as restricted stock, but not restricted stock units, entitles the holder to one vote on all matters submitted to a vote of Cabot Microelectronics' stockholders.  Common stockholders are entitled to receive ratably the dividends, if any, as may be declared by the Board of Directors.  Holders of restricted stock units awarded as of fiscal 2016 are entitled to dividend equivalents, which are paid to the holder upon the vesting of the restricted stock units.  The number of authorized shares of common stock is 200,000,000 shares.

SHARE REPURCHASES

In January 2016, our Board of Directors authorized an increase in the amount available under our share repurchase program from $75,000 to $150,000.  Under this program, we repurchased 369,791 shares for $40,726 during fiscal 2018, 167,809 shares for $12,035 during fiscal 2017, and 636,839 shares for $25,980 during fiscal 2016. As of September 30, 2018, $81,271 remains available under our share repurchase program.  To date, we have funded share repurchases under our share repurchase program from our existing cash balance, and anticipate we will continue to do so.  The program, which became effective on the authorization date, may be suspended or terminated at any time, at the Company's discretion.  For additional information on share repurchases, see Part II, Item 5, "Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities" and the section titled "Liquidity and Capital Resources" in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K.

Separate from this share repurchase program, a total of 38,166, 35,739 and 66,125 shares were purchased during fiscal 2018, 2017 and 2016, respectively, pursuant to the terms of our OIP as shares withheld from award recipients to cover payroll taxes on the vesting of shares of restricted stock granted under the OIP.



16.19. INCOME TAXES

Income before income taxes was as follows:

            Year Ended September 30, Year Ended September 30,
  2018 2017 2016 202020192018
Domestic$46,254  $33,272  $7,130 Domestic$94,002 $(45,364)$46,254 
Foreign 115,457   76,100   63,308 Foreign79,345 108,470 115,457 
Total$161,711  $109,372  $70,438 Total$173,347 $63,106 $161,711 

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Taxes on income consisted of the following:

Year Ended September 30, Year Ended September 30,
2018  2017  2016 202020192018
U.S. federal and state:        U.S. federal and state:
Current$14,698  $8,606  $609 Current$20,733 $23,461 $14,698 
Deferred 10,347   1,550   (1,465)Deferred(7,048)(23,182)10,347 
Total$25,045  $10,156  $(856)Total13,685 279 25,045 
           
Foreign:           Foreign:
Current$26,135  $13,422  $11,737 Current21,053 27,580 26,135 
Deferred 488   (1,158)  (292)Deferred(4,219)(3,968)488 
Total 26,623   12,264   11,445 Total16,834 23,612 26,623 
Total U.S. and foreign$51,668  $22,420  $10,589 Total U.S. and foreign$30,519 $23,891 $51,668 
The provisionProvision for income taxes at our effective tax rate differed from the statutory rate as follows:

Year Ended September 30, Year Ended September 30,
2018 2017 2016 202020192018
Federal statutory rate 24.5% 35.0%  35.0% Federal statutory rate21.0 %21.0 %24.5 %
U.S. benefits from research and experimentation activities (0.8) (1.0)  (3.5) U.S. benefits from research and experimentation activities(1.5)(2.9)(0.8)
State taxes, net of federal effect 0.1 0.4  (0.1) State taxes, net of federal effect1.1 (4.7)0.1 
Foreign income at other than U.S. rates 1.2 (14.7)  (16.9) Foreign income at other than U.S. rates1.7 10.3 1.2 
Executive compensation 0.4 0.3  0.0 
Excess compensationExcess compensation0.4 6.4 0.4 
Share-based compensation (4.3) 0.1  0.7 Share-based compensation(2.2)(7.2)(4.3)
U.S. tax reform 11.2 0.0 0.0 U.S. tax reform14.1 11.2 
Domestic production deduction (0.2) 0.0  (1.3) 
Global Intangible Low Taxed Income ("GILTI")Global Intangible Low Taxed Income ("GILTI")3.1 
Foreign derived intangible incomeForeign derived intangible income(3.4)(3.9)
Change in reserve positionsChange in reserve positions1.9 0.3 (0.5)
Other, net (0.1)  0.4  1.1 Other, net(1.4)1.4 0.2 
Provision for income taxes 32.0%  20.5%  15.0% Provision for income taxes17.6 %37.9 %32.0 %

The significant increasedecrease in ourthe effective tax rate forduring fiscal 20182020 was primarily driven byattributable to the changes introduced byabsence of a discrete charge recorded in fiscal 2019 related to the final regulations issued under the Tax Cuts and Jobs Act in the United States ("the Tax Act") in December 2017, which includes the deemed repatriation tax (transition tax).  The Company made the decision to take the dividends received deduction (DRD) on its fiscal 2018 tax return and accordingly reflected a section 245A DRD with respect to the section 78 gross-up in its transition tax calculation.  This benefit may be reduced or eliminated in future legislation.  If such legislation is enacted, we will record the impact of the legislation in the quarter of enactment.  Other factors that impacted the Company's effective tax rate for fiscal 2018 were primarily related to benefits in excess of compensation cost from share-based compensation recorded in the income statement (as opposed to equity prior to October 2017) and the absence of benefitsunfavorable tax treatment of certain non-deductible costs related to the Acquisition. Additionally, the tax rate was favorably impacted by the final tax regulations issued in July 2020, which provided for a high-tax exception for those jurisdictions subject to the GILTI tax, holiday in South Korea that expired as of October 2017.

for which the Company qualified.
The increase in the effective tax rate during fiscal 20172019 was primarily due to increased tax expense related to the absence offinal regulations related to the retroactive reinstatement of the research and experimentation tax credit recorded in fiscal 2016, and changes in the jurisdictional mix of income.

The Tax Act, includes broadwhich impacted our reserves for uncertain tax positions, and complex changes to the U.S.unfavorable tax code, including but not limited to: (1) reducingtreatment of certain Acquisition-related costs. Partially offsetting these adverse items, the U.S. federalTax Act reduced the corporate income tax rate to 21.0% effective January 1, 2018; and (2) requiring2018, resulting in a one-time transition tax on certain un-repatriated earnings of foreign subsidiaries that is payable over eight years. For fiscal 2018, we recordedchange in our income tax provision using a blended U.S. statutory tax rate of 24.5%, which is based on a proration of the applicable tax rates before and after the Tax Act.  The U.S. statutory tax rate of 21.0% will apply for fiscal 2019 and beyond.

As a result of the Tax Act, the SEC staff issued accounting guidance that provides up to a one-year measurement period during which a company may complete its accounting for the impacts of the Tax Act (SAB 118).  To the extent that a company's accounting for certain income tax effects of the Tax Act is incomplete but for which the company is able to determine a reasonable estimate, it must record a provisional estimate in its financial statements.  If a company cannot determine a provisional estimate to be included in its financial statements, it should continue to apply the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act.  The final impact of the Tax Act may differ from the provisional estimates due to changes in interpretations of the Tax Act, any legislative action to address questions that arise because of the Tax Act, by changes in accounting standard for income taxes and related interpretations in response to the Tax Act, and any updates or changes to estimates used in the provisional amounts.

In connection with our analysis of the impact of the Tax Act, we recorded total tax expense of $18,178 for the year ended September 30, 2018.  This amount is comprised of $11,340 of the U.S. transition tax on accumulated earnings of foreign subsidiaries, $5,555 of foreign withholding tax, and $1,283 of tax expense for re-measurement of deferred taxes.  We have determined that these amounts were each provisional amounts and reasonable estimates for fiscal 2018.  Estimates used in the provisional amounts include earnings, cash positions, foreign income taxes and withholding taxes attributable to foreign subsidiaries. The amounts recorded are reasonable estimates and are discussed more fully below. 

Deemed Repatriation Transition Tax:  The Deemed Repatriation Transition Tax (Transition Tax) is a tax on previously untaxed accumulated and current earnings and profits (E&P) of certain of our foreign subsidiaries.  To determine the amount of the Transition Tax, we must determine, in addition to other factors, the amount of post-1986 E&P of the relevant subsidiaries, as well as the amount of non-U.S. taxes on such earnings.  We were able to make a reasonable estimate, and recorded $11,340 of Transition Tax, which included U.S. federal and state tax implications, for the year ended September 30, 2018.  In addition, we also recorded a provisional estimate of $5,555 for non-U.S. withholding taxes to be incurred on actual and future distributions of foreign earnings.  We are monitoring U.S. federal and state legislative developments for further interpretative guidance and may further refine provisional estimates during the measurement period provided under SAB 118.  Previously, the Company maintained an assertion to permanently reinvest the earnings of its non-U.S. subsidiaries outside of the U.S., with certain insignificant exceptions, and therefore, did not record U.S. deferred income taxes or foreign withholding taxes for these earnings. In light of the Tax Act and the associated transition to a modified territorial tax system, the Company no longer considered its foreign earnings to be indefinitely reinvested and repatriated $197,932 in fiscal 2018 and plan to repatriate foreign earnings on an ongoing basis. Consequently, the Company recorded deferred tax liabilities associated21.0% beginning with withholding taxes on actual and future distribution of such earnings.

Reduction of U.S. Federal Corporate Tax Rate:  The Company re-measured its U.S. deferred tax assets and liabilities and recorded tax expense of $1,283 based on the rates at which the deferred tax assets and liabilities are expected to reverse in the future.  We are still analyzing certain aspects of the Tax Act and the actual impact of the reduction in the U.S. federal corporate tax rate may be affected by the timing of the reversal of such balances.


The Company is also analyzing other provisions of the Tax Act to determine their impact on the Company's effective tax rate in fiscal year 2019 or in the future, including the following:

Global Intangible Low Taxed Income (GILTI):   Tax Act includes a provision designed to tax GILTI, which we are continuing to evaluate.  Under U.S. GAAP, we are allowed to make an accounting policy choice of either: (1) treating taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred (the "period cost method"); or, (2) factoring such amounts into a company's measurement of its deferred taxes (the "deferred method").  We have not yet made the accounting policy election, and we are not yet able to reasonably estimate the effect of the GILTI provision and have not made any adjustments related to potential GILTI tax in our financial statements.  If applicable, GILTI tax would first apply to our fiscal year 2019 and would be accounted for as incurred under the period cost method.  

Base Erosion and Anti-Abuse Tax (BEAT):  The Tax Act creates a new minimum BEAT liability for corporations that make base erosion payments if the corporation has sufficient gross receipts and derives a sufficient level of "base erosion tax benefits".  We are further assessing the provisions of the BEAT and will evaluate the effects on the Company's financial statements as further information becomes available.  If applicable, any BEAT would first apply to the Company in fiscal year 2019 and would be accounted for as incurred under the period cost method.

Foreign Derived Intangible Income (FDII): The Tax Act allows a domestic corporation an immediate deduction in U.S. taxable income for a portion of its FDII.  The amount of the deduction will depend in part on the Company's U.S. taxable income.  We are still assessing the benefits of the FDII deduction.  If applicable, the FDII deduction would first be available to the Company in fiscal year 2019 and would be accounted for under the period cost method.   

The Company previously operated under a tax holiday in South Korea in fiscal years 2013 through 2017 in conjunction with our investment in research, development and manufacturing facilities there, which expired at the end of fiscal year 2017.  This arrangement allowed for a tax at 50% of the local statutory rate in effect for fiscal years 2016 and 2017, following a 0% tax rate in fiscal years 2013, 2014 and 2015.  This tax holiday reduced our fiscal 2017 and 2016 income tax provision by approximately $5,018 and $3,771, respectively.  This holiday increased our fiscal 2017 and 2016 diluted earnings per share by approximately $0.20 and $0.15, respectively.


2019.
The accounting guidance regarding uncertainty in income taxes prescribes a threshold for the financial statement recognition and measurement of tax positions taken or expected to be taken on a tax return. Under these standards, we may recognize the tax benefit of an uncertain tax position only if it is more likely than not that the tax position will be sustained by the taxing authorities, based on the technical merits of the position.

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The following table presents the changes in the balance of gross unrecognized tax benefits during the last three fiscal years:

Balance September 30, 2015 $1,773 
Additions for tax positions relating to the current fiscal year  364 
Additions for tax positions relating to prior fiscal years  200 
Settlements with taxing authorities  (248)
Balance September 30, 2016  2,089 
Additions for tax positions relating to the current fiscal year  381 
Additions for tax positions relating to prior fiscal years  44 
Lapse of statute of limitations  (244)
Balance September 30, 2017  2,270 
Additions for tax positions relating to the current fiscal year  263 
Additions for tax positions relating to prior fiscal years  116 
Lapse of statute of limitations  (1,215)
Balance September 30, 2018 $1,434 



Balance September 30, 2017$2,270 
Additions for tax positions relating to the current fiscal year263 
Additions for tax positions relating to prior fiscal years116 
Lapse of statute of limitations(1,215)
Balance September 30, 20181,434 
Additions for tax positions relating to the current fiscal year271 
Additions for tax positions relating to prior fiscal years9,839 
Balance September 30, 201911,544 
Additions for tax positions relating to the current fiscal year4,691 
Additions for tax positions relating to prior fiscal years140 
Reduction for tax positions relating to prior fiscal years(1,337)
Balance September 30, 2020$15,038 
The entire balance of unrecognized tax benefits shown above as of September 30, 20182020 and 2017,2019, would affect our effective tax rate if recognized.  We recognize interest and penaltiesAdditions for tax positions of $4,691 recorded in the current fiscal year are mainly due to liabilities related to uncertain tax positions as income tax expense in our financial statements.mix of jurisdictional earnings from intercompany transactions. Interest accrued on our Consolidated Balance SheetSheets was $69$233 and $100$281 at September 30, 20182020 and 2017,2019, respectively, and any interest and penalties charged to expense in fiscal years 2020, 2019 and 2018 2017 and 2016 was not material.

immaterial.
At September 30, 2018,2020, the tax periods open to examination by the U.S. federal, government included fiscal years 2015 through 2018.  We believe the tax periods open to examination by U.S. state and local governments include fiscal years 20142013 through 20182020, and the tax periods open to examination by foreign jurisdictions include fiscal years 20132015 through 2018.2020. We do not anticipate a significant change to the total amount of unrecognized tax benefits within the next 12 months.

Significant components of net deferred tax assets and liabilities were as follows:

  September 30, 
  2018  2017 
Deferred tax assets:      
Employee benefits $3,995  $5,307 
Inventory  2,526   2,863 
Bad debt reserve  361   585 
Share-based compensation expense  5,379   6,611 
Credit and other carryforwards  6,419   22,663 
Other  1,336   1,488 
Valuation allowance  (133)  (2,271)
Total deferred tax assets $19,883  $37,246 
         
Deferred tax liabilities:        
Depreciation and amortization $8,007  $14,671 
Withholding on transition taxes  5,209   - 
Translation adjustment  -   300 
Other  908   739 
Total deferred tax liabilities $14,124  $15,710 


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September 30,
20202019
Deferred tax assets:
Employee benefits$8,920 $5,719 
Inventory4,657 3,811 
Accrued expenses2,615 4,202 
Share-based compensation expense5,709 5,215 
Credit and other carryforwards5,803 9,743 
Interest rate swap8,506 5,412 
Other1,238 1,088 
Valuation allowance(2,948)(2,574)
Total deferred tax assets$34,500 $32,616 
Deferred tax liabilities:
Depreciation and amortization$131,237 $140,092 
Withholding on transition taxes4,156 6,026 
Other3,606 1,926 
Total deferred tax liabilities$138,999 $148,044 
As of September 30, 2018,2020, the Company had foreign and federaldomestic net operating loss carryforwards (NOLs)(“NOLs”) of $2,163 and $14,765, respectively,$11,025, which will expire over the period between fiscal year 20192021 and fiscal year 2038, for which we2040. We have recorded a $423 grosstax-effected valuation allowance all of which was attributable$2,948 against the deferred tax assets related to certain foreign NOLs.  The majority of theand U.S. federal and state NOLs, are attributable to the NexPlanar acquisition.as well as on certain federal tax credit carryforwards.  As of September 30, 2018,2020, the Company had a U.S. federal and state tax credit carryforward of $74 and no capital loss carryforwards.  As of September 30, 2018, the Company had a federal tax credit carryforward of $737,$1,131, which will expire beginning in fiscal years 20282021 through 2038.2030.

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Prior to enactment of the Tax Act, the Company did not record income tax expense for the undistributed earnings of its international subsidiaries. As a result of the Tax Act, the Company no longer intends to maintain the indefinite reinvestment assertion.
17.
20. COMMITMENTS AND CONTINGENCIES

LEGAL PROCEEDINGS AND OTHER CONTINGENCIES

We periodically become a party to legal proceedings, arbitrations, regulatory proceedings, inquiries and investigations (“contingencies”) arising in the ordinary course of our business operations. The ultimate resolution of these contingencies is subject to significant uncertainty, and should we fail to prevail in any of them or should several of them be resolved against us in the same reporting period, these matters could, individually or in the aggregate, be material to our consolidated financial statements. One of these contingencies, related to Star Lake Canal, which we assumed in connection with the Acquisition, is discussed below. The ultimate outcome of these matters, however, cannot be determined at this time, nor can the amount of any potential loss be reasonably estimated, and as a result except where indicated no amounts have been recorded in our consolidated financial statements.
WhileOn May 31, 2019, a fire occurred at the warehouse of the wood treatment facility of KMG’s subsidiary, KMG-Bernuth, Inc.’s (“KMG-Bernuth”), in Tuscaloosa, Alabama, which processes pentachlorophenol (“penta”) for sale to customers in the U.S. and Canada. The warehouse fire, which we believe originated from non-hazardous waste materials temporarily stored in the warehouse for recycling purposes, caused no injuries and was extinguished in less than an hour. Company personnel investigated the incident, and KMG-Bernuth commenced cleanup with oversight from certain local, state and federal authorities. The carrying value of the warehouse and the affected inventory are not material. Applying the accounting guidance under ASC 410-30, Environmental Obligations and ASC 450, Contingencies, we determined that since we had environmental obligations as of the date of the fire, costs for the fire waste cleanup and disposal should be recognized to the extent they are probable and reasonably estimable. We recorded expense of $1,551 and $9,494 for the years ending September 30, 2020 and 2019, respectively. These disposal costs were charged to Cost of sales. Although we believe we have completed cleanup efforts related to the fire incident and the assessment of materials in the warehouse that had been impacted by the incident, there are potential other costs that cannot be reasonably estimated as of this time related to the fire incident due to the nature of federally-regulated penta-related requirements. We incurred significant fire waste cleanup and disposal costs and certain other costs related to the assessment of the impacted warehouse material due to these requirements, and we may incur additional costs related to the fire incident. We intend to continue to update the estimated losses as new information becomes available.
In addition, we are working with our insurance carriers on possible recovery of losses and costs related to the fire incident. We received $468 of insurance recovery during the twelve months ended September 30, 2020 which was recorded in Cost of sales. At this point we cannot reasonably estimate whether we will receive any additional insurance recoveries, or if so, the amount of such recoveries. As such, no additional insurance recoveries have been recognized as of September 30, 2020.
Separately, in 2014, prior to the Acquisition, the United States Environmental Protection Agency (“EPA”) had notified KMG-Bernuth, that the EPA considered it to be a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by virtue of its relationship with certain alleged predecessor companies, including Idacon, Inc (f/k/a Sonford Chemical Company) in connection with the Star Lake Canal Superfund Site near Beaumont, Texas. The EPA has estimated that the remediation will cost approximately $22.0 million. KMG-Bernuth and approximately 7 other parties entered into an agreement with the EPA in September 2016 to complete a remedial design phase of the remediation of the site. The remediation work will be performed under a separate future agreement. Although KMG-Bernuth has not conceded liability, a reserve in connection with the remedial design was established, and as of September 30, 2020, the reserve remaining was $553.
We also may face other governmental or third-party claims, or otherwise incur costs, relating to cleanup of, or for injuries resulting from, contamination at sites associated with this or other past and present operations. We accrue for environmental liabilities when a determination can be made that they are probable and reasonably estimable. Other than as described herein, we are not involved in any legal proceedings that we believe willcould have a material impact on our consolidated financial position, results of operations or cash flows, we periodically become a partyflows.
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In addition, our Company is subject to legal proceedingsextensive federal, state and local laws, regulations and ordinances in the ordinary courseU.S. and in other countries. These regulatory requirements relate to the use, generation, storage, handling, emission, transportation and discharge of business.certain hazardous materials, substances and waste into the environment. The Company, including its KMG entities, manage Environmental, Health and Safety (“EHS”) matters related to protection of the environment and human health, the cleanup of contaminated sites, the treatment, storage and disposal of wastes, and the emission of substances into the air or waterways, among other EHS concerns. Governmental authorities can enforce compliance with their regulations, and violators may be subject to fines, injunctions or both. The Company devotes significant financial resources to compliance, including costs for ongoing compliance.

Certain licenses, permits and product registrations are required for the Company’s products and operations in the U.S., Mexico and other countries in which it does business. The licenses, permits and product registrations are subject to revocation, modification and renewal by governmental authorities. In the U.S. in particular, producers and distributors of penta, which is a product manufactured and sold by KMG-Bernuth as part of the wood treatment business, are subject to registration and notification requirements under the Federal Insecticide, Fungicide and Rodenticide Act and comparable state law in order to sell this product in the U.S. Compliance with these requirements may have a significant effect on our business, financial condition and results of operations.

We are subject to contingencies, including litigation relating to EHS laws and regulations, commercial disputes and other matters. Certain of these contingencies are discussed above and below. The ultimate resolution of these contingencies is subject to significant uncertainty, and should we fail to prevail in any of them or should several of them be resolved against us in the same reporting period, these matters could, individually or in the aggregate, be material to the consolidated financial statements. The ultimate outcome of these matters cannot be determined at this time, nor can the amount of any potential loss be reasonably estimated, and as a result except where indicated no amounts have been recorded in our consolidated financial statements.
INDEMNIFICATION

In the normal course of business, we are a party to a variety of agreements pursuant to which we may be obligated to indemnify the other party with respect to certain matters.  Generally, these obligations arise in the context of agreements entered into by us, under which we customarily agree to hold the other party harmless against losses arising from items such as a breach of certain representations and covenants including title to assets sold, certain intellectual property rights and certain environmental matters.  These terms are common in the industries in which we conduct business.  In each of these circumstances, payment by us is subject to certain monetary and other limitations and is conditioned on the other party making an adverse claim pursuant to the procedures specified in the particular agreement, which typically allow us to challenge the other party's claims.

We evaluate estimated losses for such indemnifications under the accounting standards related to contingencies and guarantees.  We consider such factors as the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of loss. To date, we have not experienced material costs as a result of such obligations and, as of September 30, 2018,2020, have not recorded any liabilities related to such indemnifications in our financial statements as we do not believe the likelihood of such obligations is probable.


LEASE COMMITMENTS

We lease certain vehicles, warehouse facilities, office space, machinery and equipment under cancelable and noncancelable leases, all of which expire within five years from September 30, 2018, and may be renewed by us.  Rent expense under such arrangements during fiscal 2018, 2017 and 2016 totaled $4,307, $3,120 and $2,765, respectively.

Future minimum rental commitments under noncancelable leases as of September 30, 2018 are as follows:

 Fiscal Year Operating 
 2019 $3,456 
 2020  2,466 
 2021  2,099 
 2022  1,853 
 2023  1,890 
 Thereafter  7,890 
   $19,654 



PURCHASE OBLIGATIONS

Purchase obligations include our take-or-pay arrangements with suppliers, and purchase orders and other obligations entered into in the normal course of business regarding the purchase of goods and services. We have been operating under a fumed silicaan abrasive particle supply agreement, with Cabot Corporation, our former parent company which is not a related party, the current term of which now runs through December 2019.  This agreement provides us the option to purchase fumed silica, with no purchase requirements as of 2017, for which we have paid a fee of $1,500 in each of the fiscal years 2017, 2018 and will pay in 2019. The $1,500 payment due for 2019 is included in accrued expenses on our Consolidated Balance Sheet2022. As of September 30, 2018,2020, purchase obligations include $11,208$22,932 of contractual commitments related to our Cabot Corporation supply agreement for fumed silica.this agreement. In addition, we have a purchase commitment of $5,631 to purchase non-water based carrier fluid.


POSTRETIREMENT OBLIGATIONS IN FOREIGN JURISDICTIONS

We have unfunded defined benefit plans covering employees in certain foreign jurisdictions as required by local law.  Our plans in Japan, which represent the majority of our pension liability for such plans, had projected benefit obligations of $6,621 and $6,673 as of September 30, 2018 and 2017, respectively, and an accumulated benefit obligation of $5,234 and $5,253 as of September 30, 2018 and 2017, respectively.  Key assumptions used in the actuarial measurement of the Japan pension liability include a weighted average discount rate of 0.50% at September 30, 2018 and 2017, respectively, and an expected rate of compensation increase of 2.50% at September 30, 2018 and 2017, respectively. Total future Japan pension costs included in accumulated other comprehensive income are $1,735 and $1,837 at September 30, 2018 and 2017, respectively.

Our plans in Korea had defined benefit obligations of $1,731 and $1,663 as of September 30, 2018 and 2017.  Key assumptions used in the actuarial measurement of the Korea pension liability include weighted average discount rates of 3.75% and 4.00% at September 30, 2018 and 2017, respectively, and an expected rate of compensation increase of 4.50% at September 30, 2018 and 2017.  Total future Korea pension costs included in accumulated other comprehensive income are $133 and $6 at September 30, 2018 and 2017, respectively.

Benefit costs for the combined plans were $1,236, $1,176 and $1,024 in fiscal years 2018, 2017 and 2016, respectively, consisting primarily of service costs, and were recorded as fringe benefit expense under cost of goods sold and operating expenses in our Consolidated Statement of Income.  Estimated future benefit payments are as follows:

 Fiscal Year Amount 
 2019 $372 
 2020  611 
 2021  461 
 2022  642 
 2023  554 
 2024 to 2028 $4,237 



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18.21. EARNINGS PER SHARE

Basic earnings per share (EPS) is calculated by dividing net income available to common stockholders by the weighted-average number of common shares outstanding during the period, excluding the effects of unvested restricted stock awards with a right to receive non-forfeitable dividends, which are considered participating securities as prescribed by the two-class method under ASC 260.  Diluted EPS is calculated in a similar manner, but the weighted-average number of common shares outstanding during the period is increased to include the weighted-average dilutive effect of "in-the-money" stock options and unvested restricted stock shares using the treasury stock method.

Pursuant to the adoption of ASU 2016-09 in the first quarter of fiscal 2018, the tax benefits associated with share-based compensation plans were recorded as a tax benefit in our Consolidated Statements of Income. The number of shares that would be repurchased with the proceeds from the tax benefits was excluded from the diluted weighted average shares outstanding using treasury stock method under the new guidance.

The standards of accounting for earnings per share require companies to provide a reconciliation of the numerator and denominator of the basic and diluted earnings per share computations.  Basic and diluted earnings per share were calculated as follows:

  Year Ended September 30, 
  2018  2017  2016 
Numerator:         
Net income $110,043  $86,952  $59,849 
Less: income attributable to participating securities  (123)  (256)  (361)
Net income available to common stockholders $109,920  $86,696  $59,488 
             
Denominator:            
Weighted-average common shares  25,517,825   25,015,458   24,076,549 
(Denominator for basic calculation)            
Weighted-average effect of dilutive securities:            
Share-based compensation  725,339   497,029   400,444 
Diluted weighted-average common shares  26,243,164   25,512,487   24,476,993 
(Denominator for diluted calculation)            
             
Earnings per share:            
Basic $4.31  $3.47  $2.47 
Diluted $4.19  $3.40  $2.43 

Year Ended September 30,
202020192018
Numerator:
Net income available to common shares$142,828 $39,215 $110,043 
Less: income attributable to participating securities1
(123)
Net income available to common stockholders$142,828 $39,215 $109,920 
Denominator:
Weighted average common shares29,136 28,571 25,518 
Weighted average effect of dilutive securities444 523 725 
Diluted weighted average common shares29,580 29,094 26,243 
Earnings per share:
Basic$4.90 $1.37 $4.31 
Diluted$4.83 $1.35 $4.19 

1 Beginning in the first quarter of fiscal 2019, the amount of participating securities was no longer material and therefore, we have excluded such securities from our calculation of earnings per share in fiscal 2020 and 2019.
For the twelve months ended September 30, 2018, 2017, and 2016, approximately 0.1 million, 0.4 million and 1.1 million shares, respectively, attributable to outstanding stock options wereShares excluded from the calculation of dilutedDiluted earnings per share.share as their inclusion would have been anti-dilutive were as follows:

Year Ended September 30,
202020192018
Outstanding stock options102 196 100 

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19. FINANCIAL INFORMATION BY INDUSTRY22. SEGMENT GEOGRAPHIC AREA AND PRODUCT LINE

REPORTING
We operate predominantlyidentify our segments based on our management structure and the financial information used by our chief executive officer, who is our chief operating decision maker, to assess segment performance and allocate resources among our operating units. Historically, we operated in one1 industry segment – the development, manufacture and sale of CMP consumables.  consumables products. In connection with the Acquisition, we reassessed our operating and reportable segments, and determined that we have the following 2 reportable segments:
Electronic Materials
Electronic Materials includes products and solutions for the semiconductor industry and consists of our CMP slurries business, CMP pads business, and electronic chemicals business.
Performance Materials
Performance Materials consists of our PIM business, wood treatment business, and QED business.
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Beginning in fiscal 2019 and with the Acquisition, our chief operating decision maker evaluates segment performance based upon revenue and segment adjusted EBITDA. Segment adjusted EBITDA is defined as earnings before interest, income taxes, depreciation and amortization, adjusted for certain items that affect comparability from period to period.  These adjustments include items related to the Acquisition, such as Acquisition and integration-related expenses, the impact of fair value adjustments to inventory acquired from KMG, certain costs related to the KMG-Bernuth warehouse fire, net of insurance recovery, asset impairment charges and net restructuring charges related to the wood treatment business and costs related to the Pandemic, net of grants received. We exclude these items from earnings when presenting our adjusted EBITDA measure because we believe they are not indicative of a segment's regular, ongoing operating performance. Adjusted EBITDA is also the basis of a performance metric for our fiscal 2020 Short-Term Incentive Program. In addition, our chief operating decision maker does not use assets by segment to evaluate performance or allocate resources, and therefore, we do not disclose assets by segment.
Since the two segments operate independently and serve different markets and customers, as a result there are no sales between segments.  Revenue from external customers and segment adjusted EBITDA shown for Performance Materials for the year ended September 30, 2018 include the precision optics business. Revenue from external customers by segment are as follows:
Year Ended September 30,
202020192018
Segment Revenue:
Electronic Materials:
CMP Slurries$480,617 $460,053 $476,828 
Electronic Chemicals316,253 278,413 
CMP Pads85,954 94,585 83,117 
Total Electronic Materials882,824 833,051 559,945 
Performance Materials:
PIM141,503 140,553 
Wood Treatment62,655 31,898 
QED29,288 32,194 30,178 
Total Performance Materials233,446 204,645 30,178 
Total$1,116,270 $1,037,696 $590,123 
Capital expenditures by segment are as follows:
Year Ended September 30,
202020192018
Capital Expenditures:
Electronic Materials$26,536 $40,166 $18,668 
Performance Materials84,634 16,367 409 
Corporate11,344 5,663 3,918 
Total$122,514 $62,196 $22,995 
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Adjusted EBITDA by segment is as follows:
Year Ended September 30,
202020192018
Net income$142,828 $39,215 $110,043 
Interest expense42,510 45,681 2,905 
Interest income(670)(2,346)(4,409)
Income taxes30,519 23,891 51,668 
Depreciation and amortization127,737 98,592 25,876 
EBITDA342,924 205,033 186,083 
Acquisition and integration-related expense10,852 34,709 3,861 
Charges related to asset impairment of wood treatment business2,314 67,372 
Costs related to KMG-Bernuth warehouse fire, net of insurance recovery1,083 9,905 
Costs related to the Pandemic, net of grants received849 
Charge for fair value write-up of acquired inventory sold14,869 
Net costs related to restructuring of the wood treatment business(221)1,530 
Consolidated adjusted EBITDA$357,801 $333,418 $189,944 
Segment adjusted EBITDA:
Electronic Materials$299,037 $294,902 $222,019 
Performance Materials106,797 91,372 7,191 
Unallocated corporate expenses(48,033)(52,856)(39,266)
Consolidated adjusted EBITDA$357,801 $333,418 $189,944 
The unallocated portions of corporate functions, including finance, legal, human resources, information technology, and corporate development, are not directly attributable to a reportable segment.

23. FINANCIAL INFORMATION BY GEOGRAPHIC AREA
Revenues are attributed to the United StatesU.S. and foreign regions based upon the customer location and not the geographic location from which our products were shipped.  Financial information by geographic area was as follows:

 Year Ended September 30, Year Ended September 30,
 2018  2017  2016 202020192018
Revenue:         Revenue:
United States $79,019  $72,670  $62,400 
North AmericaNorth America$399,993 $372,247 $79,019 
AsiaAsia546,866 515,833 471,215 
Europe, Middle East, and AfricaEurope, Middle East, and Africa169,099 149,305 39,889 
South AmericaSouth America312 311 
TotalTotal$1,116,270 $1,037,696 $590,123 
Property, plant and equipment, net1:
Property, plant and equipment, net1:
North AmericaNorth America$250,895 $133,682 $60,818 
Asia  471,215   394,874   336,312 Asia66,872 68,823 50,573 
Europe  39,889   39,635   31,737 Europe44,300 74,313 12 
Total $590,123  $507,179  $430,449 Total$362,067 $276,818 $111,403 
Property, plant and equipment, net:            
United States $60,818  $52,155  $50,595 
Asia  50,573   54,201   55,893 
Europe  12   5   8 
Total $111,403  $106,361  $106,496 

1 No individual countries other than the U.S. have material Property, plant and equipment
77

The following table shows revenue from sales to customers in foreign countries that accounted for more than ten percent of our total revenue in fiscal 2018, 20172020, 2019 and 2016:2018:

Year Ended September 30, Year Ended September 30,
2018 2017 2016 202020192018
Revenue:      Revenue:
South Korea $136,403  $95,414  $76,082 South Korea$127,972 $135,844 $136,403 
Taiwan  130,500   130,849   122,671 Taiwan133,059 125,895 130,500 
China  97,254   74,781   59,239 China113,570 *97,254 

The following table shows net property, plant and equipment in foreign countries that accounted for* Not a country with more than ten percent of our total net property, plant and equipment in fiscal 2018, 2017 and 2016:

 Year Ended September 30, 
 2018 2017 2016 
Property, plant and equipment, net:      
Japan $19,610  $21,408  $26,268 
South Korea  16,857   16,915   11,135 
Taiwan  13,592   15,119   17,949 


The following table shows revenue generated by product area in fiscal 2018, 2017 and 2016:

  Year Ended September 30, 
  2018  2017  2016 
Revenue:         
Tungsten slurries $253,069  $221,493  $185,365 
Dielectric slurries  139,577   120,240   99,141 
Polishing Pads  83,117   68,673   52,067 
Other Metals slurries  69,317   62,829   63,960 
ESF and other  45,043   33,944   29,916 
Total $590,123  $507,179  $430,449 


10% revenue.
78
76


20. SUBSEQUENT EVENTS


On August 14, 2018, we entered into a Merger Agreement with KMG and the Merger Sub, providing for the acquisition of KMG by Cabot Microelectronics.  The Merger Agreement provides that, upon the terms and subject to the satisfaction or valid waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into KMG, with KMG continuing as the surviving corporation and a wholly owned subsidiary of Cabot Microelectronics.  The Merger Agreement and the Acquisition were unanimously approved by the board of directors of each of Cabot Microelectronics and KMG.  At the effective time of the Acquisition, each outstanding share of KMG common stock, par value $0.01 per share ("KMG Common Stock"), other than shares owned by KMG, Cabot Microelectronics and their subsidiaries, dissenting shares, or shares subject to a KMG Equity Award (as defined below), will automatically be converted into the right to receive the following Merger Consideration, without interest: $55.65 in cash (the "Cash Consideration"); and, 0.2000 shares of common stock of Cabot Microelectronics, par value $0.001 per share ("CMC Common Stock").  Based on the closing price of CMC Common Stock on November 9, 2018, the most recent practicable date prior to the date of this Report on Form 10-K, the Merger Consideration is approximately $1.5 billion, which will fluctuate as the market price of CMC Common Stock fluctuates because a portion of the Merger Consideration is payable in a fixed number of shares of CMC Common Stock. As a result, the value of the Merger Consideration upon completion of the Acquisition could be greater than, less than or the same as the value of the Merger Consideration on the date of this report. Cabot Microelectronics and KMG have each made customary representations, warranties and covenants in the Merger Agreement.  The Merger Agreement contains certain customary termination rights by either Cabot Microelectronics or KMG, including if the Acquisition is not consummated by February 14, 2019.  If the Merger Agreement is terminated under certain circumstances, KMG will be obligated to pay to Cabot Microelectronics a termination fee equal to $38.8 million in cash.

Immediately prior to closing, each restricted stock unit award relating to shares of KMG Common Stock (each, a "KMG Equity Award") granted prior to August 14, 2018 will vest (with any applicable performance targets deemed satisfied at the level specified in the applicable award agreement) and be cancelled in exchange for the Merger Consideration in respect of each share of KMG Common Stock underlying the applicable KMG Equity Award.  Each KMG Equity Award granted on or following August 14, 2018 will be converted into a corresponding award relating to shares of CMC Common Stock and continue to vest post-closing in accordance with the terms of the applicable award agreement (which will include vesting on a qualifying termination of employment).

The consummation of the Acquisition is subject to customary closing conditions, including the adoption of the Merger Agreement by KMG's shareholders, the meeting for which is scheduled to occur on November 13, 2018.  Assuming such conditions are satisfied or validly waived, we expect the Acquisition to close in approximately mid-November 2018.  INDEX

On August 14, 2018, in connection with the execution of the Merger Agreement, we entered into a commitment letter, dated as of August 14, 2018 (the "Commitment Letter"), with JPMorgan Chase Bank, N.A., Bank of America, N.A. and Goldman Sachs Bank USA (together with the additional commitment parties described below, the "Commitment Parties") and Merrill Lynch, Pierce, Fenner & Smith Incorporated, pursuant to which the Commitment Parties have committed to arrange and provide, subject to the terms and conditions of the Commitment Letter, a senior secured revolving credit facility in an aggregate principal amount of up to $200.0 million (the "New Revolving Facility") and a senior secured term loan facility in an aggregate principal amount of up to $1,065.0 million (the "New Term Loan Facility", and together with the New Revolving Facility, the "New Credit Facilities"). On September 4, 2018, we amended and restated the commitment letter to add BMO Harris Financing, Inc., U.S. Bank, National Association, HSBC Bank USA, N.A., and PNC Bank, National Association as additional commitment parties. 

On November 1, 2018, we completed the syndication of the New Credit Facilities.  We expect the New Credit Facilities to be made available pursuant to a credit agreement to be entered into on the closing date of the Acquisition.  We expect the New Revolving Facility to mature five years after the closing date of the Acquisition and the New Term Loan Facility to mature seven years after the closing date of the Acquisition and to amortize in equally quarterly installments of 0.25% of the initial principal amount.  We expect that the New Credit Facilities will be guaranteed by KMG and all of CMC's and KMG's wholly-owned domestic subsidiaries and will be secured by first priority liens and security interests in substantially all assets of CMC and each guarantor, in each case subject to certain exceptions.  We expect borrowings under the New Term Loan Facility to bear interest at LIBOR plus 2.25% per annum and borrowings under the New Revolving Facility to bear interests at a rate per annum equal to LIBOR plus an applicable margin of 1.00% to 1.75% depending on our consolidated leverage ratio.  We also expect to be required to pay certain fees and expenses in connection with the New Credit Facility, including an undrawn commitment fee of 0.175% to 0.30% per annum based on our consolidated leverage ratio.  We expect that the New Credit Facilities will require us to comply with customary affirmative and negative covenants and events of default, and that the New Revolving Facility will require us to maintain a first lien secured net leverage ratio no greater than 4.00 to 1.00. Although the syndication of the New Credit Facilities is complete, we have not yet entered into definitive documentation with respect to the New Credit Facilities.  Accordingly, the terms of the New Credit Facilities may vary from those described herein.  


SELECTED QUARTERLY OPERATING RESULTS

The following table presents our unaudited financial information for the eight quarterly periods ended September 30, 2018.2020.  This unaudited financial information has been prepared in accordance with accounting principles generally accepted in the United States of America, applied on a basis consistent with the annual audited financial statements and in the opinion of management, include all necessary adjustments, which consist only of normal recurring adjustments necessary to present fairly the financial results for the periods.  The results for any quarter are not necessarily indicative of results for any future period.

CABOT MICROELECTRONICS CORPORATION
SELECTED QUARTERLY OPERATING RESULTS
(Unaudited and in thousands, except per share amounts)
  
Sept. 30,
2018
  
June 30,
2018
  
March 31,
2018
  
Dec. 31,
2017
  
Sept. 30,
2017
  
June 30,
2017
  
March 31,
2017
  
Dec. 31,
2016
 
                         
Revenue $156,729  $150,437  $142,978  $139,979  $136,784  $127,957  $119,184  $123,254 
Cost of goods sold  72,383   69,737   67,933   65,965   66,734   65,414   59,153   61,749 
                                 
Gross profit  84,346   80,700   75,045   74,014   70,050   62,543   60,031   61,505 
                                 
Operating expenses:                                
Research, development and technical  13,372   13,059   13,368   12,151   13,839   14,333   14,090   13,396 
Selling and marketing  6,211   6,207   6,790   5,836   8,680   7,346   7,268   7,552 
General and administrative  20,775   19,504   17,799   18,915   14,489   13,953   14,699   12,496 
Total operating expenses  40,358   38,770   37,957   36,902   37,008   35,632   36,057   33,444 
                                 
Operating income  43,988   41,930   37,088   37,112   33,042   26,911   23,974   28,061 
                                 
Interest expense  102   513   1,158   1,132   1,127   1,117   1,135   1,150 
Other income (expense), net  1,137   1,627   1,062   672   798   (115)  234   996 
                                 
Income before income taxes  45,023   43,044   36,992   36,652   32,713   25,679   23,073   27,907 
Provision for income taxes  (3,195)  7,873   7,255   39,735   6,211   5,740   4,793   5,676 
                                 
Net income (loss) $48,218  $35,171  $29,737  $(3,083) $26,502  $19,939  $18,280  $22,231 
                                 
Basic earnings (loss) per share $1.89  $1.37  $1.16  $(0.12) $1.05  $0.79  $0.73  $0.90 
                                 
Weighted average basic shares outstanding  25,520   25,612   25,593   25,326   25,236   25,228   25,031   24,583 
                                 
Diluted earnings (loss) per share $1.84  $1.34  $1.14  $(0.12) $1.03  $0.77  $0.71  $0.88 
                                 
Weighted average diluted shares outstanding  26,213   26,319   26,161   25,326   25,710   25,721   25,526   25,072 
                                 
Dividends per share $0.40  $0.40  $0.40  $0.20  $0.20  $0.20  $0.20  $0.18 

September 30, 2020June 30,
2020
March 31,
2020
Dec. 31,
2019
September 30, 2019June 30,
2019
March 31,
2019
Dec. 31,
2018
Revenue$274,207 $274,727 $284,193 $283,143 $278,645 $271,882 $265,391 $221,778 
Cost of sales157,144 152,973 163,091 154,461 165,535 156,492 150,571 122,445 
Gross profit117,063 121,754 121,102 128,682 113,110 115,390 114,820 99,333 
Operating income (loss)46,068 57,742 51,663 61,432 (17,623)52,240 51,714 24,165 
Net income (loss)$36,855 $34,525 $32,899 $38,549 $(20,243)$18,878 $27,137 $13,443 
Basic earnings (loss) per share1
$1.27 $1.19 $1.12 $1.32 $(0.70)$0.65 $0.94 $0.50 
Diluted earnings (loss) per share1
$1.25 $1.17 $1.11 $1.30 $(0.70)$0.64 $0.92 $0.48 

1The total of the individual quarters may not equal full year results as quarterly per share information is calculated using the quarterly weighted average shares.

78

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

The following table sets forth activities in our allowance for doubtful accounts:

Allowance For Doubtful Accounts
Balance At
Beginning of
Year
 
Amounts
Charged To
Expenses
 
Deductions
and
Adjustments
 
Balance At
End Of Year
 Allowance For Doubtful AccountsBalance At
Beginning of
Year
Amount of Charge
(Benefit) To
Expenses
Deductions
and
Adjustments
Balance At
End
of Year
        
Year ended:        Year ended:
September 30, 2020September 30, 2020$2,377 $(1,122)$(672)$583 
September 30, 2019September 30, 20191,900 432 45 2,377 
September 30, 2018 $1,747  $185  $(32) $1,900 September 30, 20181,747 185 (32)1,900 
September 30, 2017  1,828   26   (107)  1,747 
September 30, 2016  1,224   588   16   1,828 
We have provided a valuation allowance on certain deferred tax assets. The following table sets forth activities in our valuation allowance:

Valuation Allowance
Balance At
Beginning
of Year
 
Amounts
Charged To
Expenses
 
Deductions
and
Adjustments
 
Balance At
End
Of Year
 Valuation AllowanceBalance At
Beginning
of Year
Amounts
Charged To
Expenses
Deductions
and
Adjustments
Balance At
End
of Year
        
Year ended:        Year ended:
September 30, 2020September 30, 2020$2,565 $658 $(275)$2,948 
September 30, 2019September 30, 2019133 2,432 2,565 
September 30, 2018 $2,271  $-  $(2,138) $133 September 30, 20182,271 (2,138)133 
September 30, 2017  3,022   -   (751)  2,271 
September 30, 2016  3,079   -   (57)  3,022 



MANAGEMENT RESPONSIBILITY

The accompanying consolidated financial statements were prepared by the Company in conformity with accounting principles generally accepted in the United States of America. The Company's management is responsible for the integrity of these statements and of the underlying data, estimates and judgments.

The Company's management establishes and maintains a system of internal accounting controls designed to provide reasonable assurance that its assets are safeguarded from loss or unauthorized use, transactions are properly authorized and recorded, and that financial records can be relied upon for the preparation of the consolidated financial statements. This system includes written policies and procedures, a code of business conduct and an organizational structure that provides for appropriate division of responsibility and the training of personnel. This system is monitored and evaluated on an ongoing basis by management in conjunction with its internal audit function.

The Company's management assesses the effectiveness of its internal control over financial reporting on an annual basis. In making this assessment, management uses the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013). Management acknowledges, however, that all internal control systems, no matter how well designed, have inherent limitations and can provide only reasonable assurance with respect to financial statement preparation and presentation. In addition, the Company's independent registered public accounting firm evaluates the Company's internal control over financial reporting and performs such tests and other procedures as it deems necessary to reach and express an opinion on the fairness of the financial statements.

In addition, the Audit Committee of the Board of Directors provides general oversight responsibility for the financial statements. Composed entirely of Directors who are independent and not employees of the Company, the Committee meets periodically with the Company's management, internal auditors and the independent registered public accounting firm to review the quality of financial reporting and internal controls, as well as results of auditing efforts. The internal auditors and independent registered public accounting firm have full and direct access to the Audit Committee, with and without management present.

/s/ David H. Li

David H. Li
Chief Executive Officer

/s/ Scott D. Beamer

Scott D. Beamer
Chief Financial Officer

/s/ Thomas S. RomanJeanette A. Press

Thomas S. RomanJeanette A. Press
Principal Accounting Officer

80

80

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.



ITEM 9A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our management, with the participation of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), has evaluatedconducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended ("the Exchange(the “Exchange Act")), as of September 30, 2018.2020.  Based on that evaluation, our CEO and CFO have concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and to ensure that such information is accumulated and communicated to management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

While we believe the present design of our disclosure controls and procedures is effective enough to make known to our senior management in a timely fashion all material information concerning our business, we intend to continue to improve the design and effectiveness of our disclosure controls and procedures to the extent necessary in the future to provide our senior management with timely access to such material information, and to correct any deficiencies that we may discover in the future, as appropriate.


MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is defined in Rule 13a-15(f) or Rule 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company's CEO and CFO, or person’s performing similar functions, and effected by the Company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. Internal control over financial reporting includes policies and procedures that: pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of the Company's assets; provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in accordance with generally accepted accounting principles; provide reasonable assurance that receipts and expenditures of Company assets are made in accordance with management authorization; and provide reasonable assurance that unauthorized acquisition, use or disposition of Company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. 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.

Our management evaluated the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)(“COSO”). Based on this evaluation, our management concluded that the Company's internal control over financial reporting was effective as of September 30, 2018.2020.  The effectiveness of the Company's internal control over financial reporting as of September 30, 20182020 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their attestation report which appears under Item 8 of this Annual Report on Form 10-K.


CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, ourthe Company's internal control over financial reporting.
81

INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS

Because of inherent limitations, our disclosure controls or our internal control over financial reporting may not prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.



ITEM 9B. OTHER INFORMATION
None.

82
82



PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by Item 10 of Form 10-K with respect to identification of directors, the existence of a separately-designated standing audit committee, identification of members of such committee, and identification of an audit committee financial expert, is incorporated by reference from the information contained in the sections captioned "Election of Directors" and "Board Structure and Compensation" in our definitive Proxy Statement for the Annual Meeting of Stockholders to be held March 6, 20193, 2020 (the "Proxy Statement"). In addition, for information with respect to the executive officers of our Company, see "Executive"Information about our Executive Officers" in Part I of this Annual Report on Form 10-K and the section captioned "Section 16(a) Beneficial Ownership Reporting Compliance" in the Proxy Statement. Information required by Item 405 of Regulation S-K is incorporated by reference from the information contained in the section captioned "Section 16(a) Beneficial Ownership Reporting Compliance" in the Proxy Statement.

We have adopted a code of business conduct for all of our employees and directors, including our principal executive officer, other executive officers, principal financial officer and senior financial personnel. A copy of our code of business conduct is available free of charge on our Company website at www.cabotcmp.com.www.cmcmaterials.com. We intend to post on our website any material changes to, or waivers from, our code of business conduct, if any, within two days of any such event.



ITEM 11. EXECUTIVE COMPENSATION

The information required by Item 11 of Form 10-K is incorporated by reference from the information contained in the section captioned "Executive Compensation" in the Proxy Statement.




ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

EQUITY COMPENSATION PLAN INFORMATION


Shown below is information as of September 30, 2018, with respect to the shares of common stock that may be issued under Cabot Microelectronics' existing equity compensation plans.

Plan category 
(a) Number of securities to be issued upon exercise of outstanding options, warrants
and rights
  
(b) Weighted-average exercise
price of outstanding options, warrants and rights
  (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) 
Equity compensation plans approved by security holders (1)  1,435,064(2) $52.68(2)  2,434,912(3)
             
Equity compensation plans not approved by security holders            
             
Total  1,435,064(2) $52.68(2)  2,434,912(3)

(1)Equity Compensation plans consist of our Second Amended and Restated Cabot Microelectronics Corporation 2000 Equity Incentive Plan (EIP), as amended and restated September 23, 2008, our Cabot Microelectronics Corporation 2012 Omnibus Incentive Plan, as amended effective March 7, 2017 (OIP), and our Cabot Microelectronics Corporation 2007 Employee Stock Purchase Plan, as Amended and Restated September 23, 2013 (ESPP).  As of March 6, 2012, all securities available for future issuance under the EIP were transferred to the OIP and the EIP is no longer available for any future awards.  All share amounts in the above table reflect the effect of the leveraged recapitalization with a special cash dividend.  See Note 12 of the "Notes to the Consolidated Financial Statements" for more information regarding our equity compensation plans.
(2)
Column (a) includes 266,965 shares that employees and non-employee directors have the right to acquire upon the vesting of the equivalent restricted stock units that they have been awarded under our equity incentive plans, and 36,618 initial granted shares that certain employees have the right to acquire upon the vesting of the performance-based restricted stock units that they have been awarded under our equity incentive plans, which may be subject to downward or upward adjustment depending on the performance measures during the particular performance period pursuant to the PSU award agreement.  Column (b) excludes all of these from the weighted-average exercise price.
(3)Column (c) includes 385,504 shares available for future issuance under the ESPP.

The other information required by Item 12 of Form 10-K is incorporated by reference from the information contained in the sectionsections captioned "Stock Ownership" and “Equity Compensation Plan Information for the year ended September 30, 2020” in the Proxy Statement.



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The information required by Item 13 of Form 10-K is incorporated by reference from the information contained in the section captioned "Certain Relationships and Related Transactions" in the Proxy Statement.



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by Item 14 of Form 10-K is incorporated by reference from the information contained in the section captioned "Fees of Independent Auditors and Audit Committee Report" in the Proxy Statement.



83
84


PART IV

ITEM 15.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following Financial Statements and Financial Statement Schedule are included in Item 8 herein:

1.
1.Financial Statements:
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Income for the years ended September 30, 2018, 2017 and 2016
Consolidated Statements of Comprehensive Income for the years ended September 30, 2018, 2017 and 2016
Consolidated Balance Sheets at September 30, 2018 and 2017
Consolidated Statements of Cash Flows for the years ended September 30, 2018, 2017 and 2016
Consolidated Statements of Changes in Stockholders' Equity for the years ended September 30, 2018, 2017 and 2016
Notes to the Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm
Consolidated Statements of Income for the years ended September 30, 2020, 2019 and 2018
Consolidated Statements of Comprehensive Income for the years ended September 30, 2020, 2019 and 2018
Consolidated Balance Sheets at September 30, 2020 and 2019
Consolidated Statements of Cash Flows for the years ended September 30, 2020, 2019 and 2018
Consolidated Statements of Changes in Stockholders' Equity for the years ended September 30, 2020, 2019 and 2018
Notes to the Consolidated Financial Statements
2.Financial Statement Schedule: Schedule II – Valuation and Qualifying Accounts for the years ended September 30, 2020, 2019 and 2018

3.
3.Exhibits - The following exhibits are filed as part of, or incorporated by reference into, this Report on Form 10-K:


ITEM 16. FORM 10-K SUMMARY
None.


Filed as an exhibit to, and incorporated by reference from
Exhibit No.DescriptionDescriptionFormFormFile No.Filing Date
2.18-K000-30205September 28, 2015
2.28-K
000-30205
August 17, 2018
3.28-K000-30205March 6, 2017October 1, 2020
3.3S-18-K333-95093000-30205March 27, 2000October 1, 2020
4.1S-1333-95093April 3, 2000
10.14.210-K000-30205November 25, 2008
10.210.110-Q000-30205May 9, 2011
10.410-Q000-30205February 8, 2011
10.1510-K000-30205November 20, 2013
10.2210.210-Q000-30205February 8, 2010
10.2310-K000-30205November 25, 2008
10.2810.310-K000-30205November 25, 2008
10.3010.410-Q000-30205February 8, 2013

10.3310.510-K000-30205November 25, 2008
84

10.3410.610-Q000-30205February 8, 2011
10.3610-K000-30205December 10, 2003
10.5310.710-K000-30205November 25, 2008
10.5710.810-Q000-30205February 8, 2010
10.5810-Q000-30205February 8, 2011
10.6010-Q000-30205August 8, 2014
10.6110-Q000-30205May 5, 2017
10.6210.910-Q000-30205February 8, 2013
10.6310.1010-Q000-30205February 8, 2013
10.6410.1110-Q000-30205August 8, 2012
10.6510.1210-Q000-30205August 8, 2012
10.6610.1310-Q000-30205August 8, 2014
10.6810-Q000-30205February 6, 2015
10.6910.1410-Q000-30205February 8, 2016
10.7010.1510-Q000-30205February 8, 2016

10.7110.1610-Q
000-30205
February 7, 2018
10.7210.17
10-Q
000-30205
February 7, 2018
10.7310.18
10-Q
000-30205
February 7, 2018
21.110.198-K000-30205November 15, 2018
10.208-K000-30205December 24, 2019
21.1
23.1
24.1
31.1
31.2
32.1
101.INSXBRL Instance Document – The Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHXBRL Taxonomy Extension Schema
101.CALXBRL Taxonomy Extension Calculation Linkbase


*     Management contract, or compensatory plan or arrangement.

**  Substantially similar change in control severance protection agreements have been entered into with David H. Li, Scott D. Beamer, H. Carol Bernstein, Thomas F. Kelly, Ananth Naman, Eleanor K. Thorp, Thomas S. Roman, and Daniel D. Woodland, with differences only in the amount of payments and benefits to be received by such persons.

***  Substantially similar deposit share agreements have been entered into with David H. Li and Ananth Naman, with differences only in the amount of initial deposit made and deposit shares purchased by such persons.


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101.DEFXBRL Taxonomy Extension Definition Linkbase
101.LABXBRL Taxonomy Extension Label Linkbase
101.PREXBRL Taxonomy Extension Presentation Linkbase
104Cover Page Interactive Data File - The Cover Page Interactive Data File does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
*Management contract, or compensatory plan or arrangement.
**Substantially similar change in control severance protection agreements have been entered into with David H. Li, Scott D. Beamer, H. Carol Bernstein, Eleanor K. Thorp, Jeffrey M. Dysard, Colleen E. Mumford, Jeanette A. Press, and Daniel D. Woodland, with differences only in the amount of payments and benefits to be received by such persons.
***Substantially similar deposit share agreements have been entered into with Scott D. Beamer, Jeffrey M. Dysard, David H. Li, and Eleanor K. Thorp with differences only in the amount of initial deposit made and deposit shares purchased by such persons.
These documents are being re-filed solely to reflect the Company’s name change.


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SIGNATURES

Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized:

CABOT MICROELECTRONICS CORPORATION
CMC MATERIALS, INC.
Date: November 13, 201817, 2020/s/ DAVID H. LI
David H. Li

President and Chief Executive Officer

[Principal Executive Officer]
Date: November 13, 201817, 2020/s/ SCOTT D BEAMER
Scott D. Beamer

Vice President and Chief Financial Officer

[Principal Financial Officer]
Date: November 13, 201817, 2020/s/ THOMAS S. ROMANJEANETTE A. PRESS
Thomas S. Roman
Jeanette A. Press
Corporate Controller

[Principal Accounting Officer]



Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Date: November 13, 201817, 2020/s/ WILLIAM P. NOGLOWS*
William P. Noglows

Chairman of the Board
[Director]
[Director]
Date: November 13, 201817, 2020/s/ DAVID H. LI
David H. Li

President and Chief Executive Officer
[Director]
[Director]
Date: November 13, 201817, 2020/s/ RICHARD S. HILL*
Richard S. Hill
[Director]
[Director]
Date: November 13, 201817, 2020/s/ BARBARA A. KLEIN*
Barbara A. Klein
[Director]
[Director]
Date: November 13, 201817, 2020/s/ PAUL J. REILLY*
Paul J. Reilly
[Director]
[Director]
Date: November 13, 201817, 2020/s/ SUSAN M. WHITNEY*
Susan M. Whitney
[Director]
[Director]
Date: November 13, 201817, 2020/s/ GEOFFREY WILD*
Geoffrey Wild
[Director]
[Director]


*by H. Carol Bernstein as Attorney-in-fact pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended.
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