UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

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

For the fiscal year ended September 30, 20172023

or

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

For the transition period fromtofrom to

Commission File Number 1-5667

Cabot Corporation

(Exact name of Registrant as specified in its Charter)

Delaware

04-2271897

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

Two Seaport Lane, Suite 13001400

Boston, Massachusetts

02210

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (617) (617) 345-0100

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Common Stock, Par Value $1.00 per share, traded on the New York Stock Exchange.

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, $1 par value per share

CBT

The New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934: None.

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

YesNo

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 (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.YesNo

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).YesNo

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of the 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.

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 definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

  (Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by checkmark 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.

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.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive‐based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D‐1(b). ☐


Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes No

As of the last business day of the Registrant’s most recently completed second fiscal quarter (March 31, 2017)2023), the aggregate market value of the Registrant’s common stock held by non-affiliates was $3,706,582,334.$4,276,465,633. As of November 17, 2017,13, 2023, there were 61,949,64655,309,058 shares of the Registrant’s common stock outstanding.

Portions of the Registrant’s definitive proxy statement for its 20182024 Annual Meeting of Shareholders are incorporated by reference into Part III of this report.


TABLE OF CONTENTS

PART I

ITEM 1.

Business

35

ITEM 1A.

Risk Factors

1015

ITEM 1B.

Unresolved Staff Comments

1623

ITEM 2.

Properties

1623

ITEM 3.

Legal Proceedings

1825

ITEM 4.

Mine Safety Disclosures

1925

PART II

ITEM 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

2126

ITEM 6.7.

Selected Financial Data

21

ITEM 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

2528

ITEM 7A.

Quantitative and Qualitative Disclosures About Market Risk

4238

ITEM 8.

Financial Statements and Supplementary Data

4340

ITEM 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

8983

ITEM 9A.

Controls and Procedures

8983

ITEM 9B.

Other Information

8983

ITEM 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

83

PART III

ITEM 10.

Directors, Executive Officers and Corporate Governance

9084

ITEM 11.

Executive Compensation

9084

ITEM 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

9084

ITEM 13.

Certain Relationships and Related Transactions, and Director Independence

9084

ITEM 14.

Principal Accounting Fees and Services

9084

PART IV

ITEM 15.

Exhibits, Financial Statement Schedules

9185

ITEM 16.

Form 10-K Summary

88

Signatures

9489

23


Information Relating to Forward-Looking Statements

This annual report on Form 10-K contains “forward-looking statements” under the Federal securities laws. These forward-looking statements address expectations or projections about the future, including our expectations regarding our future business performance and overall prospects; future cash flowsegment and cash return to shareholders; segment growth;product line growth and the assumptions underlying our growth expectations; demand for our products;products, customer destocking in our end markets and the short-term nature of customer cautious buying behavior, particularly in our Performance Chemicals segment; research and development activities; the recommencing of work on our Cilegon, Indonesia plant expansion for reinforcing carbons and the start-up of this facility; when we expect construction ofthe conversion for battery applications at our site in Tianjin to be completed; our expectations with respect to our new fumed silica plantsEMEA Technology Center in Wuhai, China and Carrollton, Kentucky and our infrastructure improvement and mining projectMünster, Germany; the extension of the compliance date for the installation of technology controls at our minefacility in Manitoba, Canada to be completed;Ville Platte, Louisiana and the extension of the compliance date for the installation of technology controls at our facility in Sarnia, Ontario; our 2025 Sustainability Goals; our ambitions for our EVOLVE® Sustainable Solutions technology platform; the sufficiency of our cash on hand, cash provided from operations and cash available under our credit and commercial paper facilities to fund our cash requirements; anticipated capital spending, including environmental-related and technology controls capital expenditures; regulatory developments; our ability to manage workplace exposures to carbon nanotubes; cash requirements and uses of available cash, including future cash outlays associated with long-term contractual obligations, restructurings, contributions to employee benefit plans, environmental remediation costs and future respirator liabilities;liabilities and the timing of such outlays; exposure to interest rate and foreign exchange risk; future benefit plan payments we expect to make; future amortization expenses; our expected tax rate for fiscal 2018; our ability to recover deferred tax assets; our operating tax rate; and the possible outcome of legal and environmental proceedings. From time to time, we also provide forward-looking statements in other materials we release to the public and in oral statements made by authorized officers.

Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, potentially inaccurate assumptions, and other factors, some of which are beyond our control or difficult to predict. If known or unknown risks materialize, our actual results could differ materially from past results and from those expressed in the forward-looking statements. Important factors that could cause our actual results to differ materially from those expressed in our forward-looking statements are described in Item 1A in this report.

We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Investors are advised, however, to consult any further disclosures we make on related subjects in our 10-Q and 8-K reports filed with the Securities and Exchange Commission (the “SEC”).

4


PART I

Item 1.

Business

General

Item 1. Business

General

Cabot is a global specialty chemicals and performance materials company headquartered in Boston, Massachusetts. Our principal products are rubberreinforcing and specialty gradecarbons, specialty compounds, conductive additives, carbon blacks, specialty compounds,nanotubes, fumed metal oxides, activated carbons, inkjet colorants aerogel, cesium formate drilling fluids, and fine cesium chemicals.aerogel. Cabot and its affiliates have manufacturing facilities and operations in the United States (“U.S.”) and over 20 other countries. Cabot’s business was founded in 1882 and incorporated in the State of Delaware in 1960. The terms “Cabot”, “Company”, “we”, and “our” as used in this report refer to Cabot Corporation and its consolidated subsidiaries.

Our vision is to be the most innovative, respected and responsible leader inIn early fiscal 2022, we introduced our markets – delivering performance that makes a difference. Our“Creating for Tomorrow” growth strategy. This strategy is to extend our leadership in performance materials byfocused on investing for advantaged growth, developing innovative products and processes that enable a better future, and driving continuous improvement in our core businesses, driving application innovation with our customers, and generating strong cash flows through efficiency and optimization.all we do. Our products are generally based on technical expertise and innovation in one or more of our four core competencies: making and handling very fine particles; modifying the surfaces of very fine particles to alter their functionality; designing particles to impart specific properties to a formulation; and combining particles with other ingredients to deliver a formulated performance intermediate or composite. We focus on creating particles, and formulations of those particles, with the composition, morphology and surface functionalities to deliver the requisite performance to support our customers’ existing and emerging applications.

Our four business segments are:is currently organized into two reportable segments: Reinforcement Materials;Materials and Performance Chemicals; Purification Solutions; and Specialty Fluids. TheChemicals. Our business segments are discussed in more detail later in this section. Financial information about

Both of our segments operate globally, and a significant portion of our revenues and operating profits is derived from operations outside the U.S. In particular, China continues to be an important producer of tires and products for automotive applications and since we made our initial investment in China in 1988, we have increased our operations in China to support increased demand for our products in China. In addition, a significant portion of battery manufacturers for electric vehicles are located in China, and, in the near term, we anticipate a material portion of the future growth of our Battery Materials product line to be derived from our business and operations in China. We employ local management teams for our operations in China, and our business model in China is predominantly to make and sell product in-country to established local and multi-national customers with operations in China. In fiscal 2023, sales in China across our segments appearsconstituted approximately 25% of our revenues, and our property, plant and equipment located in “Management’s DiscussionChina constituted approximately 25% of our total property, plant and Analysisequipment as of Financial Condition and Results of Operations” in Item 7 below (“MD&A”) andSeptember 30, 2023, as disclosed in Note ST to our Consolidated Financial Statements. There are legal, operational and other risks associated with having substantial operations in China, which are more fully described under the heading “Risk Factors”, including the risks described under the headings: “We are exposed to political or country risk inherent in doing business in some countries, including China”; “Information technology systems failures, data security breaches, cybersecurity attacks or network disruptions have harmed us in the past, and could compromise our information, disrupt our operations and expose us to liability, which may adversely impact our operations”; “The continued protection of patents, trade secrets and other proprietary intellectual property rights is important to our success”; “Negative or uncertain worldwide or regional economic conditions or trade relations, as well as regional conflicts, may adversely impact our business” and “Our tax rate and other tax obligations are dependent upon a number of factors, a change in any of which could impact our future tax rates and financial results”. Given the size of our Notescurrent operations in China and the future growth we anticipate from those operations, if our ability to operate in China were to be constrained by legal, regulatory and operational risks, it could have a material negative impact on our overall operations and the Consolidated Financial Statements in Item 8 below (“Note S”).value of our securities.

Our internet address is www.cabotcorp.com. We make available free of charge on or through our website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after electronically filing such material with, or furnishing it to, the SEC. Information appearing on our website is not a part of, and is not incorporated in, this Annual Report on Form 10-K.

3


Reinforcement Materials

Products

Carbon black is a form of elemental carbon that is manufactured in a highly controlled process to produce particles and aggregates of varied size, structure and surface chemistry, resulting in many different performance characteristics for a wide variety of applications. Rubber gradeReinforcing carbons (a class of carbon blacks manufactured by Cabot) are used to enhance the physical properties of the systems and applications in which they are incorporated.

5


Our rubber blacksreinforcing carbons products are used in tires and industrial products. Rubber blacksReinforcing carbons have traditionally been used in the tire industry as a rubber reinforcing agent to increase tread durability and are also used as a performance additive to reduce rolling resistance and improve traction. In industrial products such as hoses, belts, extruded profiles and molded goods, rubber blacksreinforcing carbons are used to improve the physical performance of the product, including the product’s physical strength, fluid resistance, conductivity and resistivity.

In addition to our rubber blacks products,reinforcing carbons, we manufacture compoundsengineered elastomer composites (“E2C®”) solutions that are composites of carbon blackreinforcing carbons and rubber made using our patented elastomer composites manufacturing process. These compoundscomposites improve abrasion/wear resistance, reduce fatigue of rubber parts and reduce rolling resistance compared to carbon black/reinforcing carbons/rubber compounds made entirely by conventional dryrubber mix methods.methods enabling rubber product manufacturers to reduce the need to make performance trade-offs. The use of E2C®solutions enables our customers to produce better performing tires, including giant off-the-road tires and on-road commercial tires, as well as other rubber products used in aggressive applications. Additionally, because E2C®solutions can be integrated into current product methods without additional significant capital investment, and require fewer mixing stages, lower mixing temperatures and shorter mixing cycles than conventional products, operating and production costs may be reduced. E2C® is one of our focus areas for growth, which we refer to as “growth vectors”.

In fiscal 2023, we launched EVOLVE® Sustainable Solutions, our technology platform focused on developing sustainable reinforcing carbons and other performance materials with reliable performance at industrial scale. Our ambition under this platform is to work with customers and technology partners to develop products across three sustainability categories: Renewable, Recovered and Reduced, meaning products made with renewable materials or materials recovered from end-of-life tires and/or using processes that result in reduced greenhouse gas emissions.

Drivers of Demand and Sales and Customers

Demand for our Reinforcement Materials products is largely driven by the growth and development of the tire and automotive industries. In addition to general global economic conditions, demand for reinforcing carbons in tires is mainly influenced by the number of replacement and original equipment tires produced, which in turn is driven by (i) vehicle and driving trends, including the number of miles driven, and the number of vehicles produced and registered, (ii) changes in supply chain inventory levels to adapt to end-market demand, (iii) demand for high-performance tires, (iv) demand for larger tires and larger vehicles, such as trucks, buses, off-road vehicles used in agriculture, mining and similar vehicles, (v) consumer and industrial spending on new vehicles and (vi) changes in regulatory requirements impacting vehicle fuel efficiency and tire regulations. Demand for reinforcing carbons for industrial products is mainly influenced by vehicle production and design trends, construction activity and general industrial production.

Demand in the developed Western European, Japanese, and North American regions is mainly driven by demographic changes, customers’ high-quality requirements, stringent tire regulation standards, changes in consumer preference (e.g., different tire sizes, model and powertrain types), and relatively stable tire replacement demand. Demand in developing markets, such as China, Southeastern Asia, South America and Eastern Europe, is mainly driven by the growing middle class, rapid industrialization, infrastructure spending and increasing car ownership trends. The growth in vehicle production in turn drives demand for both original equipment tires and replacement tires in developing regions.

Sales of rubber blacks productsreinforcing carbons and E2C®solutions are made primarily by Cabot employees and secondarily through distributors and sales representatives. We typically “make and sell” in region, which, among other advantages, provides our customers a regional supply chain and typically reduces transportation costs. Sales to threefive major tire customers represent a material portion of Reinforcement Materials’ total net sales and operating revenues. The loss of any of these customers, or a significant reduction in volumes sold to them, could have a material adverse effect on the segment.

Under appropriate circumstances, we have entered into supply contractsarrangements with certain customers, the typical duration of which is one year. Many of these contractsThese arrangements typically provide for sales price adjustments to account for changes in relevant feedstock indices including natural gas and, in somemany cases, changes in other relevant costs (such as the cost of natural gas)CO2 credits in Europe). In fiscal 2017,2023, approximately halftwo-thirds of our rubber blacksreinforcing carbons volume was sold under these supply agreements.arrangements. The majority of the volumes sold under these agreementsarrangements are sold to customers in the Americas and Europe.

We have licensed our patented elastomer composites manufacturing process to Manufacture Francaise des Pneumatiques Michelin for their exclusive use in tire applications through fiscal 2017, and for a period of limited exclusivity in tire applications through fiscal 2019. As consideration, we receivereceived quarterly royalty payments extending through calendar year 2022.

Much of the rubber blacksreinforcing carbons we sell is used in tires and automotive products and, therefore, our financial results may be affected by the cyclical nature of the automotive industry. However, a large portion of the market for our products is in replacement tires that historically havehas been less subjectcyclical as demand for replacement tires is correlated to automotive industry cycles.miles driven.

Competition6


Competition

We are one of the leading manufacturers of carbon black in the world. We compete in the manufacturesale of carbon blackreinforcing carbons with twofour companies that operate globally and numerous other companies that operate regionally, a number of which export product outside their region.region of manufacture. Competition for our Reinforcement Materials products is based on product performance, quality, reliability, price, service, technical innovation, sustainability performance, and logistics. We believe our product differentiation, technological leadership, global manufacturing presence, operations and logistics excellence, sustainability performance, and customer service provide us with a competitive advantage.

Raw Materials

The principal raw material used in the manufacture of carbon blackour reinforcing carbons is a portioncomposed of the residual heavy oils derived from petroleum refining operations, the distillation of coal tars, and the production of ethylene throughout the world. Natural gas is also used in the production of carbon black.our reinforcing carbons. Raw materials are, in general, readily available and in adequate supply. Raw material costs generally are influenced by the availability of various types of carbon black feedstockour feedstocks and natural gas, supply and demand of such raw materials and related transportation costs. Importantly, movements in the market price for crude oil typically affect carbon black feedstock costs.

Operations

We own, or have a controlling interest in, and operate plants that produce rubber blacksreinforcing carbons in Argentina, Brazil, Canada, China, Colombia, the Czech Republic, France, Indonesia, Italy, Japan, Mexico, the Netherlands and the U.S. An equity affiliate operates a carbon blackreinforcing carbons plant in Venezuela. In addition, we have a 98% ownership interest in an entity that manufactures our E2C® products in Port Dickson, Malaysia.

4


The following table shows our ownership interest as of September 30, 20172023 in rubber blacks operations in which we own less than 100%:

Location

Percentage Interest

Shanghai, China

70% (consolidated subsidiary)

Tianjin, China

70% (consolidated subsidiary)

Xingtai City, China

60% (consolidated subsidiary)

Valasske Mezirici (Valmez), Czech Republic

52% (consolidated subsidiary)

Cilegon, Indonesia

Port Dickson, Malaysia

98% (consolidated subsidiary)

98% (consolidated subsidiary)

Valencia, Venezuela

49% (equity affiliate)

Performance ChemicalsDuring fiscal 2019, we began engineering work on an expansion of our Cilegon, Indonesia plant to add approximately 80,000 metric tons of capacity for reinforcing carbons to our network. In fiscal 2020, after a review of our capital allocation priorities, we temporarily suspended further work on this expansion. We are restarting work on this project and anticipate this additional capacity becoming available in fiscal 2025.

Performance Chemicals is composedOne of two businesses: (i) our Specialty Carbons and Formulations business, which manufactures and sells specialty gradesthe main environmental challenges of a carbon black plant is the management of exhaust gas from production processes. This exhaust gas contains a number of regulated pollutants, including carbon monoxide and sulfur compounds. Our most common method for controlling these gases is through combustion, which produces useable energy as a by-product. Currently, nine reinforcing carbons manufacturing sites and four reinforcing carbons/specialty compounds and inkjet colorants, and (ii)carbons manufacturing sites have energy centers, which allow us to utilize these gases through some form of energy co-generation, such as the sale or reuse of steam, gas or electricity. Depending on our Metal Oxides business, which manufactures and sells fumed silica, fumed alumina and dispersions thereof and aerogel. capacity utilization, our energy centers generally reduce our manufacturing operating costs. In addition, we generate revenues from our energy center sales.

Performance Chemicals

In Performance Chemicals, we design, manufacture and sell materials that deliver performance in a broad range of customer applications across the automotive, construction, infrastructure, energy, inkjet printing, electronics, and consumer products sectors.sectors and in applications related to the generation, transmission and storage of energy. In this reporting segment we combine our specialty carbons, specialty compounds, battery materials, fumed metal oxides, aerogel and inkjet product lines. Our focus areas for growth, which we refer to as “growth vectors”, include conductive additives and other materials for battery applications, and inkjet dispersions for post print corrugated packaging applications. The recent investments we have made for growth in this segment, including in respect of these specific areas of focus, are described below under the heading “Operations”.

Products7


Specialty Carbons and Formulations BusinessProducts

Carbon black is a form of elemental carbon that is manufactured in a highly controlled process to produce particles and aggregates of varied structure and surface chemistry, resulting in many different performance characteristics for a wide variety of applications.

Our specialty grades of carbon blackcarbons are used to impart color, provide rheology control, enhance conductivity and static charge control, provide UV protection, enhance mechanical properties, and provide formulation flexibility through surface treatment. These specialty carbon products are used in a wide variety of applications, such as plastics, which applications represent the largest use for our products, inks, coatings, plastics, adhesives, toners, batteries, and displays.

Our masterbatch and conductive compound products, which we refer to as “specialty compounds”, are formulations derived from specialty grades of carbon blackcarbons mixed with polymers and other additives. These products are generally used by plastic resin producers and converters in applications for the automotive, industrial, packaging, infrastructure, agriculture, consumer products, and electronics industries. As an alternative to directly mixing specialty carbon blacks, these formulations offer greater ease of handling and help customers achieve their desired levels of dispersion and color and manage the addition of small doses of additives. In addition, our electrically conductive compound products generally are used to help ensure uniform conductive performance and reduce risks associated with electrostatic discharge in plastics applications.

Our inkjet colorantsbattery materials products include our conductive additives and fumed alumina, which are high-quality pigment-based blackused principally in advanced lead acid and color dispersions based onlithium-ion batteries used in electric vehicles. Our conductive additives consist of conductive carbons, carbon nanotubes and carbon nano structures, and blends of these materials, each of which offers different levels of conductivity and formulation flexibility for battery manufacturers to address performance (energy density, fast charging), cost and safety. In lithium-ion batteries, our patented carbon black surface modification technology. The dispersionsconductive additives are used in aqueous inkjet inksboth cathode and anode applications to impart color, sharp print characteristicsincrease energy density by providing a conductive network between active materials. Fumed alumina is used to reduce cathode material and durability, while maintaining high printhead reliability. These products are used in various inkjet printing applications, including commercial printing, small office/home officeelectrolyte decomposition and corporate office, and niche applications that require a high level of dispersibility and colloidal stability. Our inkjet inks, which utilize our pigment-based colorant dispersions, are used in the commercial printing segment for digital print.improve capacity retention leading to longer battery cycle life.

Metal Oxides Business

Fumed silica is an ultra-fine, high-purity particle used as a reinforcing, thickening, abrasive, thixotropic, suspending or anti-caking agent in a wide variety of products for the automotive, construction, microelectronics, batteries and consumer products industries. These products include adhesives, sealants, cosmetics, batteries, inks, toners, silicone elastomers, coatings, polishing slurries and pharmaceuticals. FumedIn addition to its battery applications discussed above, fumed alumina, also an ultra-fine, high-purity particle, is used as an abrasive, absorbent or barrier agent in a variety of products, such as inkjet media, lighting, coatings, cosmetics and polishing slurries.

Aerogel is a hydrophobic, silica-based particle with a high surface area that is used in a variety of thermal insulation and specialty chemical applications. In the building and construction industry, the product is used in insulative sprayable plasters and composite building products, as well as translucent skylight, window, wall and roof systems for insulating eco-daylighting applications. In the specialty chemicals industry, the product is used to provide matte finishing, insulating and thickening properties for use in a variety of applications.applications including thermal runaway management for lithium-ion batteries.

Our inkjet colorants are high-quality pigment-based black and color dispersions and inks. Our dispersions are based on our patented pigment surface modification technology and polymer encapsulation technology. The dispersions are used in aqueous inkjet inks to impart color, sharp print characteristics and durability, while maintaining high printhead reliability. These products are used in various inkjet printing applications, including traditional work-from-home and corporate office settings, and, increasingly, in commercial and corrugated packaging, all of which require a high level of dispersibility and colloidal stability. Our inkjet inks, which utilize our pigment-based colorant dispersions, are used in the commercial printing segment for graphic arts.

Drivers of Demand and Sales and Customers

Our specialty carbons products have a wide variety of end-uses and demand is largely driven by the growth and development of the construction and infrastructure, automotive, electronics and consumer products industries. Demand for our conductive additives for use in batteries is largely driven by the trend in electrification of vehicles. Demand for fumed silica is mainly influenced by trends in key markets for silicones, adhesives and coatings applications, notably, structural adhesives for automobile light-weighting, epoxy bonding paste for wind turbines, high-performance coatings and hybrid sealants for construction and silicones for medical devices and the proliferation of electronics. Demand for specialty compounds is mainly influenced by growth and development of the automotive, infrastructure, consumer goods and electronic devices, packaging and agriculture industries.

Demand for our inkjet colorants is mainly influenced by developments in print media, pages printed in office and work-from-home environments, as well as press sales and utilization levels as digital aqueous pigment-based inks penetrate commercial and packaging applications historically served by analog printing methods.

Sales of these products are made by Cabot employees and through distributors and sales representatives. In our Specialty Carbonsspecialty carbons and Formulations business,specialty compounds product lines, sales are generally to a broad number of customers. In our Metal Oxides business,fumed metal oxides

8


product line, sales under long-term contracts with twofive customers have accountedaccount for a substantial portionapproximately one-third of the revenue. In our battery materials product line, sales to three customers account for approximately 50% of revenue.

5


Competition

We are a leading producer of the products we sell in this segment. We compete in the manufacturesale of carbon black with twothree companies that operate globally and numerous other companies that operate regionally, a number of which export product outside their region. Weregion of manufacture. For battery applications, we compete primarily with two global companies that manufacture conductive carbons as well as a number of smaller regional manufacturers. For carbon nanotubes, we compete primarily with one Chinese-based company. For battery applications, we compete primarily with one manufacturer of fumed alumina that operates globally. For fumed silica, we compete with two companies with a global presence and several other companies that producehave a regional presence. For aerogel, we compete globally principally with one other company that produces aerogel products. We also compete with non-aerogel insulation products manufactured by regional companies throughout the world. For specialty compounds.compounds, we compete with many regional companies and a small number of global companies. Our inkjet colorants and inks are designed to replace traditional pigment dispersions and dyes used in inkjet printing applications. Competitive products for inkjet colorants are organic dyes and other dispersed pigments manufactured and marketed by large chemical companies and small independent producers. For fumed silica, we compete primarily with two companies with a global presence and several other companies which have a regional presence. For aerogel, we compete principally with one other company that produces aerogel products. We also compete with non-aerogel insulation products manufactured by regional companies throughout the world.

Competition for our Performance Chemicals products is based on product performance, quality, reliability, service, technical innovation and price. We believe our product differentiation, technological leadership, operations excellence and customer service provide us with a competitive advantage.

Raw Materials

Raw materials for our products are, in general, readily available and in adequate supply. The principal raw material used in the manufacture of carbon blackour specialty carbons and conductive additives is a portioncomposed of the residual heavy oils derived from petroleum refining operations, the distillation of coal tars, and the production of ethylene throughout the world. Natural gas is also used in the production of carbon black. Theseour specialty carbons. As product purity is one of the most critical requirements for conductive carbons, we obtain raw materials for those products from select key suppliers. Our raw material costs generally are influenced by the availability of various types of carbon black feedstockour feedstocks and natural gas, supply and demand of such raw materials and related transportation costs. Importantly, movementsChanges in certain of our raw material supplier’s operating conditions could reduce the market price for crude oil typically affect carbon black feedstock costs. availability of certain very specialized feedstocks.

The primary raw materials used for our specialty compounds include carbon black, primarily sourced from our carbon black plants, thermoplastic resinsnanotubes are catalysts that we synthesize and mineral fillers supplied from various sources. Raw materials for inkjet colorants include carbon black sourced from our carbon black plants, organic pigments and other treating agents available from various sources. Raw materials for inkjet inks include pigment dispersions, solvents and other additives.

propylene. Raw materials for the production of fumed silica are various chlorosilane feedstocks. We purchase feedstocks and for somecertain customers convert their feedstock to product on a fee-basis (so called “toll conversion”). We also purchase aluminum chloride as feedstock for the production of fumed alumina. We have long-term procurement contracts or arrangements in place for the purchase of fumed silica feedstock primarily from fence-line partners, which we believe will enable us to meet our raw material requirements for the foreseeable future. In addition, we buy some raw materials in the spot market to help ensure flexibility and minimize costs. The principal raw materials for the production of aerogel are silica sol and/or sodium silicate.

OperationsThe primary raw materials used for our specialty compounds include carbon black, primarily sourced from our carbon black plants, prime and recycled thermoplastic resins and mineral fillers supplied from various sources. Raw materials for inkjet colorants include carbon black sourced from our carbon black plants, organic pigments and other treating agents available from various sources. Raw materials for inkjet inks include pigment dispersions, solvents and other additives.

Operations

We own, or have a controlling interest in, and operate plants that produce specialty grades of carbon blackcarbons primarily in China, the Netherlands and the U.S. We produce our conductive additives in China, and at our specialty carbon plants in the U.S. and in the Netherlands. We also own, or have a controlling interest in, manufacturing plants that produce fumed metal oxides in China, Germany, the United Kingdom (“U.K.”), and the U.S. and a manufacturing plant that produces aerogel in Frankfurt, Germany. An equity affiliate operates a fumed metal oxides plant in India. Our specialty compounds are predominately produced in facilities that we own, or have a controlling interest in, located in Belgium, Canada, China and the United Arab Emirates. Our inkjet colorants and inks are manufactured at our facility in Haverhill, Massachusetts. We also own, or have a controlling interest in, manufacturing plants that produce fumed metal oxides in China, Germany, the United Kingdom, and the U.S. and a manufacturing plant that produces aerogel in Frankfurt, Germany. An equity affiliate operates a fumed metal oxides plant in India.

The following table shows our ownership interest as of September 30, 20172023 in these segment operations in which we own less than 100%:

Location

Percentage Interest

Tianjin, China (Specialty Carbons and Formulations business)

90% (consolidated subsidiary)

Jiangxi Province, China (Metal Oxides business)

Wuhai, China

90% (consolidated subsidiary)

80% (consolidated subsidiary)

Mettur Dam, India (Metal Oxides business)

50% (equity affiliate)

In November 2017, we purchased Tech Blend, a leading North American producer of black masterbatches, extending our geographic footprint in black masterbatch and compounds. Tech Blend produces black masterbatches at its manufacturing facility in Saint-Jean-sur-Richelieu, Québec, Canada.

We also continue to expand our fumed silica manufacturing capacity. During fiscal 2016, we entered into an agreement with Inner Mongolia Hengyecheng Silicone Co., Ltd (“HYC”) to build a fumed silica manufacturing facility in Wuhai, China in which we will hold an 80% interest and HYC will hold the remaining 20% interest. Construction of the plant began in June 2017, and we expect the plant to be completed in calendar year 2019. In addition, in fiscal 2017, we entered into an agreement with DowDuPont (“Dow”) to build a fumed silica manufacturing facility in Carrollton, Kentucky adjacent to the existing Dow silicone monomer plant. Construction of the plant began in September 2017, and we expect the plant to be completed in calendar year 2019.

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Purification Solutions

Products

Activated carbon is a porous material consisting mainlyCurrently, four of elemental carbon treated with heat, steam and/or chemicals to create high internal porosity, resulting in a large internal surface area that resembles a sponge. It is generally produced in two forms, powdered and granular, and is manufactured in different sizes, shapes and levels of purity and using a variety of raw materials for a wide variety of applications. Activated carbon is used to remove contaminants from liquids and gases using a process called adsorption, whereby the interconnected pores of activated carbon trap contaminants.

Our activated carbon productsour reinforcing carbons/specialty carbons manufacturing sites have energy centers. These are used for the purification of water, air, food and beverages, pharmaceuticals and other liquids and gases, as either a colorant or a decolorizing agentdescribed above in the manufacture of products for food and beverage applications and as a chemical carrier in slow release applications. In gas and air applications, one of the uses of activated carbon is for the removal of mercury in flue gas streams. In certain applications, used activated carbon can be reactivated for further use by removing the contaminants from the pores of the activated carbon product. The most common applications for our reactivated carbon are water treatment and food and beverage purification. In addition to our activated carbon production and reactivation, we also provide activated carbon solutions through on-site equipment and services, including delivery systems for activated carbon injection in coal-fired utilities, mobile water filter units and carbon reactivation services.

Sales and Customers

Sales of activated carbon are made by Cabot employees and through distributors and sales representatives to a broad range of customers, including coal-fired utilities, food and beverage processors, water treatment plants, pharmaceutical companies and catalyst producers. Somediscussion of our sales of activated carbon are made under annual contracts or longer-term agreements, particularly in mercury removal applications.Reinforcement Materials segment.

Competition

We are one ofOver the leading manufacturers of activated carbon in the world. We compete in the manufacture of activated carbonlast several years, we have been investing for growth with a number of companies, some of which have a global presence and others that have a regional or local presence, although not all of these companies manufacture activated carbon for the range of applications for which we sell our products.

Competition for activated carbon and activated carbon equipment and services is based on quality, price, performance, and supply-chain stability. We believe our product and application diversity, product differentiation, technological leadership, quality, cost-effective access to raw materials, and scalable manufacturing capabilities provide us with a competitive advantage.

Raw Materials

The principal raw materials we use in the manufacture of activated carbon are various forms of coal, including lignite, woodcapacity expansion projects and other carbonaceoustransactions, particularly to increase manufacturing capacity for our specialty carbons and battery materials which are,products. These investments include our purchase in general, readily available and we believe we have2022 from Tokai Carbon Group of its carbon black manufacturing facility in adequate supply. We also own a lignite mine that is operated by Caddo Creek Resources Company, LLC, a subsidiary of the North American Coal Company, which supplies our Marshall, Texas facility.

Operations

We own, or have a controlling interest in, and operate plants that produce activated carbon in Italy, the Netherlands, the United Kingdom and the U.S. Our affiliates operate activated carbon plants in Canada and Mexico. The following table shows our ownership interest as of September 30, 2017 in activated carbon operations in which we own less than 100%:

Location

Percentage Interest

Estevan, Saskatchewan, Canada

50% (contractual joint venture)

Atitalaquia, Hidalgo, Mexico

49% (equity affiliate)

Specialty Fluids

Products

Our Specialty Fluids segment produces and markets a range of cesium products that include cesium formate brines and other fine cesium chemicals.

Cesium formate brines are used as a drilling and completion fluid for use primarily in high pressure and high temperature oil and gas well construction. Cesium formate products are solids-free, high-density fluids that have a low viscosity, enabling safe and efficient well construction and workover operations. The fluid is resistant to high temperatures, minimizes damage to producing reservoirs and is readily biodegradable in accordance with the testing guidelines set by the Organization for Economic Cooperation and Development. In a majority of applications, cesium formate is blended with other formates or products.

7


Fine cesium chemicals are used across a wide range of industries and applications that include catalysts, doping agents and brazing fluxes. Fine cesium chemicals enable process performance benefits and yield improvements, and help prevent or mitigate pollution in the applications they serve.

Sales, Rental and Customers

Sales of our cesium formate products are made to oil and gas operating companies directly by Cabot employees and sales representatives and indirectly through oil field service companies. We generally rent cesium formate to our customers for use in drilling operations on a short-term basis and on occasion make direct sales of cesium formate outside of the rental process. After completion of a job under our rental process, the customer returns the remaining fluid to Cabot and it is reprocessed for use in subsequent well operations. Any fluid that is lost during use and not returned to Cabot is paid for by the customer.

A large portion of our fluids has been used for drilling and completion of wells in the North Sea with a limited number of customers,Tianjin, China where we have supplied cesium formate-based fluids for both reservoir drilling and completion activities on large gas and condensate field projects in the Norwegian Continental Shelf. We continue to expand the use of our fluidsmake technical upgrades to drilling operations outside of the North Sea, particularly in Asia and the Middle East.

Sales of our fine cesium chemicals are made by Cabot employees and through distributors and sales representatives.

Competition

Formate fluids compete mainly with traditional drilling fluid technologies. Competition in the well fluids business is based on product performance, quality, reliability, service, technical innovation, price, and proximity of inventoryconvert certain manufacturing units to customers’ drilling operations.allow us to produce conductive additives. We believe our commercial strengths include our unique product offerings and their performance, and our customer service.

We are one of the leading manufacturers of fine cesium chemicals in the world and compete in the manufacture of fine cesium chemicals with multiple companies. We also compete with other technical solutions, which differ by application.

Raw Materials

The principal raw material used in this business is pollucite (cesium ore), of which we own, at our mine in Manitoba, Canada, a substantial portion of the world’s known reserves. In November 2015, we completed a development project at the mine, and in September 2017, we commenced work on an infrastructure improvement and mining project that we expect to complete the conversion of the first unit at the site in lateearly fiscal year 2018.2026. We believeintend to pace our investments in additional battery materials manufacturing capacity to meet demand. Further, in fiscal 2023, we have sufficient raw material toestablished our EMEA Technology Center in Münster, Germany. We expect this will enable us to continue to supply cesium products for the foreseeable future, based onenhance our anticipated consumption. We are assessing options to access additional reservesbattery materials development capability and strengthen our technology collaboration in Europe with other participants in the mine, various technologiesbattery materials industry.

To meet the growing demand in the inkjet market for digital printing applications, in fiscal 2023 we commenced operations at a new production line at our manufacturing plant in Haverhill, Massachusetts, U.S., to augmentincrease our cesium supply and alternative sources of ore asglobal capacity for aqueous pigment dispersions.

In our specialty compounds business, to meet anticipated demand forwe expanded our cesium products warrants.manufacturing capacity with a new specialty compounds unit at our reinforcing carbons plant in Cilegon, Indonesia, which was completed in fiscal 2023.

Most oil and gas well construction jobs for which cesium formate is used require a large volume of the product. Accordingly, the Specialty Fluids business maintains a large supply of fluid.

Operations

Our mine and cesium formate and fine cesium chemical manufacturing facility are located in Manitoba, Canada, and we have fluid blending and reclamation facilities in Aberdeen, Scotland and in Bergen, Norway. In addition, we warehouse fluid and fine cesium chemical products at various locations around the world to support existing and potential operations.

Patents and Trademarks

We own and are a licensee of various patents, which expire at different times, covering many of our products as well as processes and product uses. Although the products made and sold under these patents and licenses are important to Cabot, the loss of any particular patent or license would not materially affect our business, taken as a whole. We sell our products under a variety of trademarks we own and take reasonable measures to protect them. While our trademarks are important to Cabot, the loss of any one of our trademarks would not materially affect our business, taken as a whole.

SeasonalityResearch and Development

Our products are highly versatile and meet specific performance requirements across many industries, creating opportunities for innovation. In fiscal 2023, we spent approximately $57 million on technology development. Our R&D activities included those focused in the areas of conductive additives, inkjet dispersions and engineered elastomer composites. We are also focused on process innovation across our product lines. We are investing in furthering our sustainability efforts across various areas in order to reduce waste, reduce emissions and utilize more sustainable material in our production processes.

Seasonality

Our businesses are generally not seasonal in nature, although we may experience some regional seasonal declines during holiday periodsperiods.

Human Capital Resources

Our success is realized through the engagement and some weather-related seasonality in Purification Solutions.

Backlog

We do not consider backlog to be a significant indicatorcommitment of the level of future sales activity. In general, we do not manufacture our products against a backlog of orders. Production and inventory levels are based on the level of incoming orders as well as projections of future demand. Therefore, wepeople. We believe that backlog information is not materialour globally distributed workforce positions us well to understandingserve our overall businessbroad customer base in the regions and is not a reliable indicator of our ability to achieve any particular level of revenue or financial performance.

8


Employees

geographies in which they operate. As of September 30, 2017,2023, we had approximately 4,5004,300 employees across our global network of office and manufacturing locations, with 41% of our employees located in the Americas (61% of whom are in the United States), 33% in Asia Pacific (76% of whom are in China), and 26% in Europe, Middle East and Africa (“EMEA”). Of this global employee population, 43% are employed in manufacturing roles.

Our Management Executive Committee (“Executive Committee”) is comprised of our CEO and his nine direct reports who, collectively, have management responsibility for our businesses and regional operations, our financial, legal, safety, health, environment and sustainability, human resources, research and development, global business services and digital functions.

Our primary human capital objectives are to attract, retain and develop the highest quality talent and ensure they feel safe, supported and empowered to do their best work. Accordingly, our management team places significant focus and attention on matters concerning Cabot’s workforce – particularly in the areas of diversity, talent, engagement, retention and development, total rewards, and employee health and safety. These areas of focus are also represented in our 2025 Sustainability Goals, which include:

fostering an environment where employees report high levels of inclusion and support for their professional development;
increasing diverse representation in leadership and professional roles; and
reducing injuries and frequency of significant process safety events by 50%.

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Diversity, Equity and Inclusion (DE&I)

In support of our commitment to foster a diverse and inclusive environment, in fiscal 2023 we established DE&I objectives which were factors that were considered in establishing the funding levels of our short-term incentive awards. These objectives were:

·
Demonstrate improvement in the percentage of job searches in which candidates from underrepresented groups (for this purpose, defined as women in all regions and in the U.S. defined as women and people of color) are interviewed. We saw a significant improvement during the fiscal year.
·
Ensure strong pay equity is maintained by putting action plans in place to address any pay inequities identified through our global compensation review process. As noted below, we maintained strong pay parity during the fiscal year and have developed action plans to address the small percentage of cases where pay inequity was found.
·
Require all people managers to attend inclusive leadership training. We ended the fiscal year with a 99.7% completion rate for all people managers.

We also conducted our biennial global employee engagement survey, which included five questions related to inclusion. Employees reported strong sentiments of inclusion with scores across all questions either remaining stable or increasing. Additionally, we were pleased to receive external recognition, being named to Newsweek's America’s Greatest Workplaces for Diversity 2023, based on an independent review of over 350,000 companies.

Demographic information with respect to gender representation among all Cabot employees and with respect to racial and ethnic representation among Cabot employees located in the United States, as of September 30, 2023, is set forth in the tables below:

Gender Diversity

 

Male

 

% of total

 

 

Female

 

% of total

 

 

Total
Employees

 

Executive Committee

 

7

 

 

70

%

 

 

3

 

 

30

%

 

 

10

 

Management*

 

584

 

 

73

%

 

 

219

 

 

27

%

 

 

803

 

Professional Contributor

 

835

 

 

71

%

 

 

339

 

 

29

%

 

 

1,174

 

Hourly & Associate Staff

 

1,831

 

 

80

%

 

 

450

 

 

20

%

 

 

2,281

 

Total Population

 

3,257

 

 

76

%

 

 

1,011

 

 

24

%

 

 

4,268

 

Racial and Ethnic Diversity

 

Non-Minority

 

% of total

 

 

People of Color

 

% of total

 

 

Total
Employees

 

Executive Committee

 

8

 

 

100

%

 

 

-

 

 

0

%

 

 

8

 

Management*

 

237

 

 

78

%

 

 

67

 

 

22

%

 

 

304

 

Professional Contributor

 

193

 

 

81

%

 

 

46

 

 

19

%

 

 

239

 

Hourly & Associate Staff

 

358

 

 

71

%

 

 

149

 

 

29

%

 

 

507

 

Total Population

 

796

 

 

75

%

 

 

262

 

 

25

%

 

 

1,058

 

* Management includes both people managers, excluding members of the Executive Committee, and senior-level individual contributor roles.

** People of Color consists of U.S. based employees who identify as a race or ethnicity other than white.

Talent Retention and Development

We have numerous initiatives and programs to attract, develop and retain our talent tailored to specific employee populations and geographies, including leadership and executive development programs, technical training, and other skill-based training. In fiscal 2023, we focused on building awareness for managers and employees on the tools and resources available to support employee development. This included senior leader workshops sharing best practices, manager packs to make it easy to share and promote use with their teams, and training for managers, employees and HR. We also expanded our investment and internal promotion of the online learning platform introduced last fiscal year. We continued to see strong engagement and use of this

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platform to support our leadership development programs, DE&I knowledge and skill building, and self-directed learning through our career development portal for employees.

We believe that our continued focus and investment on employee development continues to be well received by our employees. In our biennial global employee engagement survey, employees reported high levels of support for their professional development with an increase in scores on questions related to feedback received from managers and opportunities to learn and grow.

We have well-established performance management and talent development processes in which managers provide regular feedback and coaching to develop employees. Throughout the year, managers and employees engage in annual objective setting, quarterly reviews of goal progress, performance feedback, career development discussions, and a year-end performance evaluation. In addition, we regularly review talent development and succession plans for each of our functions and business segments to identify and develop a pipeline of talent.

Some of our employees in the U.S. and abroad are covered by collective bargaining or similar agreements. We believe that ourhave generally positive and productive employee relations with our employees, are generally satisfactory.unions and works councils globally.

ResearchCabot’s global voluntary turnover rate for fiscal 2023 was approximately 7.3%, which represents a decrease in the Company’s attrition rate relative to fiscal 2022, which was 9.0%.

Total Rewards

We strive to provide a total rewards program that enables us to attract, retain and Development

Cabot develops new and improved products and higher efficiency processes through Company-sponsored research and technical service activities, including those initiated in response to customer requests. In fiscal 2017, we opened a new Asia Technology Center in Shanghai, Chinamotivate the best talent to support our applications development and customer collaboration efforts in the region.businesses. Our expenditurescompensation programs embrace a pay for research and technical service activities generally are spread among our businessesperformance philosophy and are showndesigned to be competitive within the markets in the Consolidated Statements of Operations. Further discussion ofwhich we compete for talent. Our pay practices reward individual and Company performance and are equitably differentiated based on role, experience, contributions, and performance. We value our researchemployees' efforts and technical expenses incurredreward those contributions through our recognition and incentive programs. We regularly assess these practices to ensure we are market competitive in each of our last threegeographic locations, offering what we believe is a compelling and attractive place to work.

Cabot is committed to ensuring that employees are paid fairly, without discrimination while taking into account job-related factors such as responsibilities, location, work experience, education, performance, and contributions. We conduct reviews annually to monitor our pay practices and develop pay actions where appropriate. Our overall findings for this fiscal year (which did not include employees under certain collective bargaining or similar agreements) continue to indicate that we have strong pay parity between females and males globally as well as with under-represented groups in the United States across all pay components (annual base salary, short-term incentives, and long-term incentives) for those in the same job and location.

We also aim to provide highly competitive benefits programs in all the locations where we operate, including meeting or exceeding local regulations and focusing on health and welfare, employee well-being, employee assistance program (EAP), and retirement savings. Examples of benefit programs we offer in the U.S. include a 401(k) plan, expansive health benefits (including medical, dental and/or vision), life and accident insurance, disability coverage, paid time off, tuition reimbursement and other voluntary benefits. We recognize employee needs are changing as they continue to adjust to new work environments, deal with stress and balance home and work life while managing their own health and safety, along with that of their loved ones. We believe that advancing employee health and well-being is important to Cabot’s success, and as a result, in fiscal 2023 we:

Introduced well-being guiding principles to clarify operating norms and to reinforce the Company's support for healthy and safe work environments;
Offered a global movement challenge to encourage physical activity; and
Developed a well-being guide for all people leaders to encourage discussions, participation and engagement with our teams.

Employee Health & Safety

We believe that one of our primary responsibilities as an employer is to provide a safe work environment and promote wellness across the workforce. Our goal is for all employees, contractors, and visitors to return home in the same condition as when they arrived at work that day. As part of our “Drive to Zero” initiative, we have set a long-term goal of achieving zero injuries at our facilities worldwide. We intend to achieve this ambitious objective by following a number of measures, including training employees in hazard recognition, ensuring procedures are established to mitigate risks and equipping supervisory personnel with the tools and skills required to execute our work safely. As part of this effort, members of our leadership team participate in root cause determinations and the results are shared throughout our network of operating facilities. Recognizing that it may take many years appearsto achieve our Drive to Zero goal, we have established a continuous improvement goal for personal safety to achieve a 50% reduction in MD&Aour recordable and severe injury rate from our baseline measurement in Item 7 below.2019 by 2025. For fiscal 2023, our Total Recordable Incident Rate (TRIR) based upon the number of injuries per 200,000 work hours for both employees and contractors was 0.14 and

12


our Lost Time Incident Rate (LTIR) was 0.05. For comparison, the US Bureau of Labor Statistics reports for chemical manufacturing an average TRIR of 1.9 and LTIR of 0.6 in calendar year 2022.

We continue to be recognized as an American Chemistry Counsel Responsible Care® company and as part of our commitment to Responsible Care, we remain focused on continuously improving the health and safety of our processes and products. In accordance with this certification, we report our safety performance metrics annually and undergo external audits regularly to evaluate our program, identify gaps, and undertake corrective actions as needed.

Through our global SHE & Sustainability Commitment, which is endorsed by our Executive Committee and adopted by our Board of Directors, we hold ourselves accountable to demonstrate our company values and continuously improve the way we operate. The SHE & Sustainability Commitment defines several important objectives for our continuous improvement in safety, including:

·
Complying with all applicable regulations;
·
Sharing complete information about the safe handling and appropriate use of our products;
·
Maintaining the safety and security of our employees, contractors and neighbors;
·
Managing our operations to minimize any impacts on our communities;
·
Exemplifying the Responsible Care® Guiding Principles;
·
Partnering with customers and suppliers to advance innovative and sustainable solutions; and
·
Improving efficiencies, reducing environmental impacts and ensuring that we are prepared for emergencies that could occur.

Safety, Health, Environment and Sustainability

In recognition of the importance of safety, health, environment and sustainability matters to Cabot, our Board of Directors has a Safety, Health, Environment, (��SH&E”)and Sustainability Committee. The Committee, which is comprised of independent directors, meets regularly and oversees our safety, health, and environmental performance, process safety, security, product stewardship, community engagement and governmental affairs. In particular, the Committee reviews metrics, audit results, emerging trends, overall performance, risks and opportunity assessments and management processes related to our safety, health, environmental and sustainability program.

Our ongoing operations are subject to extensive federal, state, local, and foreign laws, regulations, rules, and ordinances relating to safety, health, and environmental matters (“SH&E Requirements”). The SH&E Requirements to which our operations are subject include requirements to obtain and comply with various environmental-related permits for constructing any new facilities and operating all of our existing facilities and for product registrations. We have expended and will continue to expend considerable resources to construct, maintain, operate, and improve our facilities throughout the world for safety, health and environmental protection and to comply with SH&E Requirements. We spent $72 million in environmental-related capital expenditures in fiscal 2023. We anticipate spending approximately $74 million for such matters in fiscal 2024, a significant portion of which will continue to be for the installation of air pollution control equipment at our plant in Ville Platte, Louisiana. These costs include costs associated with our compliance with the Consent Decree we entered into in November 2013 with the U.S. Environmental Protection Agency (“EPA”) and the Louisiana Department of Environmental Quality (“LDEQ”) regarding Cabot’s three carbon black manufacturing facilities in the U.S. This settlement is related to the EPA’s national enforcement initiative focused on the U.S. carbon black manufacturing sector alleging non-compliance with certain regulatory and permitting requirements under The Clean Air Act, including the New Source Review (“NSR”) construction permitting requirements. Pursuant to this settlement, Cabot has installed technology controls for sulfur dioxide and/or nitrogen oxide at its carbon black plants in Pampa, Texas and Franklin, Louisiana, and is in the process of installing such technology controls at its plant in Ville Platte. We are currently in discussions with the EPA and LDEQ to extend our compliance date at the Ville Platte facility to 2024 based upon force majeure events primarily related to the COVID-19 pandemic. We expect that the total capital costs to install these technology controls will be in the range of $225 million to $250 million and will be incurred through 2024. As of September 30, 2023, we have incurred approximately $180 million to install these controls in the U.S. Operating these controls increases our plant operating costs. All carbon black manufacturers in the U.S. have settled with the EPA and are installing similar controls. In addition, under the Province of Ontario Ministry of Environment, Conservation and Parks’ (“MECP”) Regulation 419, a new requirement for sulfur dioxide (“SO2”) emissions went into effect on July 1, 2023 for our reinforcing carbons plant in Sarnia, Ontario. On June 30, 2023, we received a letter from the MECP indicating that as of July 1, 2023 we would be out of compliance with the new air standards for SO2, and, in response, we submitted our required abatement plan in accordance with Regulation 419. We are continuing discussions with the MECP on a new technical standard for SO2 emissions controls at our plant as an alternative to this requirement, which in its current form would require the installation of air pollution controls at the plant by July 1, 2028. We intend to continue to engage with the MECP on this alternative, or another compliance approach that is acceptable to the MECP. We anticipate that we will need to incur significant capital costs for the installation of these new SO2 emissions controls, particularly during the 24-month period prior to the date of installation.

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As described above, environmental agencies worldwide are increasingly implementing regulations and other requirements resulting in more restrictive air emission limits globally, particularly as they relate to nitrogen oxide, sulfur dioxide and particulate matter emissions. In addition, growing concerns about climate change have led to global efforts to reduce greenhouse gas (“GHG”) emissions with a goal of achieving net zero GHG emissions in the future, which will impact the carbon black industry and our business as carbon dioxide is emitted from those manufacturing processes. Currently, in Europe, our four carbon black facilities are subject to the EU Emissions Trading Scheme (“EU ETS”). The fourth phase of the EU ETS began in January 2021, with updated product benchmarks for our carbon black facilities. As a result of revisions to the EU ETS program in late 2022, the free allowances under the program will be phased out over time likely resulting in increased costs to the Company. We are currently evaluating future potential applicability of the new carbon border adjustment mechanism (“CBAM”) program in the EU as an alternative to coverage under the EU ETS. Our carbon black facility in The Netherlands is subject to The Netherlands CO2 tax, which is a top up tax to the EU ETS scheme. In China, a national emissions trading program is currently in place for the power sector and has not yet been expanded beyond that sector. We continue to monitor that program’s further implementation and expect it may apply to the carbon black industry in the future with the existing regional pilot programs expected to continue to operate until the national program becomes effective. In Canada, our carbon black facility has been subject to the Canadian federal carbon tax program. The Ontario Emissions Performance Standard trading system replaced the Canadian federal Output-Based Pricing System for our carbon black facility in Ontario, and specific transition requirements became effective on January 1, 2022. In Mexico, our carbon black facility is participating in the pilot national ETS program, which is expected to be effective by the end of calendar 2023. In other regions where we operate, some of our facilities are required to report their greenhouse gas emissions but are not currently subject to programs requiring trading or emission controls but may be subject to limited carbon tax programs affecting fuels we purchase. We generally expect to pay any incurred taxes or purchase emission credits as needed to respond to any allocation shortfalls and pass these costs on to our customers. In addition, further air emission regulations may be adopted in the future in regions and countries where we operate, which could have an impact on our operations. In addition, further air emission regulations may be adopted in the future in regions and countries where we operate, which could have an impact on our operations. Increasing regulatory programs associated with emissions and concerns regarding climate change are expected to increase our capital and operational costs in the future.

Cabot has been named as a potentially responsible party under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (the “Superfund law”) and comparable state statutes with respect to several sites primarily associated with our divested businesses. (See “Legal Proceedings” below.in Item 3 below, and Note S in Item 8 below, under the heading “Contingencies”.) During the next several years, as remediation of various environmental sites is carried out, we expect to spend against our $12 million environmental reserve for costs associated with such remediation. As of September 30, 2023, our environmental reserve was approximately $5 million. Adjustments are made to the reserve based on our continuing analysis of our share of costs likely to be incurred at each site. Inherent uncertainties exist in these estimates due to unknown conditions at the various sites, changing governmental regulations and legal standards regarding liability, and changing technologies for handling site investigation and remediation. While the reserve represents our best estimate of the costs we expect to incur, the actual costs to investigate and remediate these sites may exceed the amounts accrued in the environmental reserve. While it is always possible that an unusual event may occur with respect to a given site and have a material adverse effect on our results of operations in a particular period, we do not believe that the costs relating to these sites, in the aggregate, are likely to have a material adverse effect on our consolidated financial position. Furthermore, it is possible that we may also incur future costs relating to environmental liabilities not currently known to us or as to which it is currently not possible to make an estimate.

Our ongoing operations are subject to extensive federal, state, local, and foreign laws, regulations, rules, and ordinances relating to safety, health, and environmental matters (“SH&E Requirements”). These SH&E Requirements include requirements to obtain and comply with various environmental-related permits for constructing any new facilities and operating all of our existing facilities and for product registrations. We have expended and will continue to expend considerable sums to construct, maintain, operate, and improve facilities for safety, health and environmental protection and to comply with SH&E Requirements. We spent approximately $41 million in environmental-related capital expenditures at existing facilities in fiscal 2017. We anticipate spending approximately $54 million for such matters in fiscal 2018, a significant portion of which will be for the installation of technology controls for sulfur dioxide and nitrogen oxide emissions at certain of our carbon black plants.

In recognition of the importance of compliance with SH&E Requirements to Cabot, our Board of Directors has a Safety, Health, and Environmental Affairs Committee. The Committee, which is comprised of a majority of independent directors, meets four times a year and provides oversight and guidance to Cabot’s safety, health and environmental management programs. In particular, the Committee reviews Cabot’s environmental reserve, safety, health and environmental risk assessment and management processes, environmental and safety audit reports, performance metrics, performance as benchmarked against industry peer groups, assessed fines or penalties, site security and safety issues, health and environmental training initiatives, and the SH&E budget. The Committee also consults with our external and internal advisors regarding management of Cabot’s safety, health and environmental programs.

The International Agency for Research on Cancer (“IARC”) classifies carbon black as a Group 2B substance (known animal carcinogen, possible human carcinogen). We have communicated IARC’s classification of carbon black to our customers and employees and have included that information in our safety data sheets and elsewhere, as appropriate. We continue to believe that the available evidence, taken as a whole, indicates that carbon black is not carcinogenic to humans, and does not present a health hazard when handled in accordance with good housekeeping and safe workplace practices as described in our safety data sheets.

9


REACH (Registration,Our products are subject to the chemical control laws and regulatory requirements of the countries in which they are manufactured or imported and distributed commercially. These laws include the regulation of chemical substances and inventories under the Toxic Substances Control Act (“TSCA”) in the U.S. and the Registration, Evaluation and Authorization of Chemicals),Chemicals (“REACh”) in the European Union (“EU”) regulatory framework for chemicals developed by the European Commission (“EC”), applies to all chemical substances produced or imported into the EU in quantities greater than one metric ton a year.Union. Manufacturers or importers of these chemical substances are required to submit specified health, safety, environment, risk and use information about these substances. Under the substance to“Evaluation” portion of the REACh framework, the European Chemical Agency. We have completed all required registrations under REACHChemicals Agency (ECHA) and European Union Member States assess the information submitted by companies within registration dossiers and testing proposals to datedetermine whether the associated substances are safe for use. The silica substance evaluation was concluded in 2022, and will continuefrom this, a proposal for additional regulatory requirements related to completesilica is expected to be issued. Carbon black is scheduled for a substance review in 2025. Analogous regimes exist in other parts of the registrations under REACH for our products in accordance with future registration deadlines. We will also continue to work withworld, including the manufacturers

14


UK, Turkey, China, South Korea, and importersTaiwan. Many of our raw materials, including our feedstocks, to ensure their registration prior to the applicable deadlines. In addition, the EC recommended definition of nanomaterial is under review and an updated definition may be included in existing and future regulations. This definition, which may be usedthese chemical control regulations are in the EU to identify materialsprocess of a multi-year implementation period for which special provisions such as risk assessment and ingredient labeling may be required, couldproduct/substance registrations or notifications.

Additional requirements for nanomaterials apply to many of our existing products including carbon black, fumed silica, inkjet pigments, fumed alumina, and fumed alumina.advanced carbons such as carbon nano structures and carbon nanotubes. Country-specific nanomaterial reporting programs have been implemented in some countries and are being developed by others. We will continueIn the European Union, application-specific safety evaluations are ongoing for nanomaterials. Additionally, in 2022, an opinion was adopted to monitorclassify a subset of multi-walled carbon nanotubes that includes a carbon nanotube grade we currently manufacture, as carcinogen category 1B and address these requirements.

Environmental agencies worldwidespecific target organ toxicant (lung) after repeated exposure category 1 under European Union regulations. The opinion has not yet been published in the Adaptation to Technical Progress (ATP), which would make the classification legally binding. Our carbon nanotubes are increasingly implementing regulationsbound in a matrix or contained within conductive materials in batteries, molded parts, plastics, coatings, adhesives, and other requirements resultingsealants, and we do not believe they present a health risk to end users under normal use conditions. Exposure to carbon nanotubes could occur in more restrictive air emission limits globally, particularly as they relate to nitrogen oxide, sulphur dioxide and particulate matter emissions. In addition, global efforts to reduce greenhouse gas emissions impact the carbon black and activated carbon industries as carbon dioxide is emitted from thoseworkplace. However, we believe workplace exposures can be appropriately managed with engineering controls in place at our manufacturing processes. The EU Emission Trading Scheme applies to our carbon black facilities and one activated carbon facility in Europe. In China, twothe use of required personal protective equipment at our carbon black facilities are participating in regional pilot greenhouse gas emissions trading programs associated with the development of a national trading program, which we anticipate will be more fully defined in fiscal 2018. In Canada, our carbon black manufacturing facility is subject to the greenhouse gas emissions trading program that began in calendar year 2017. In other regions where we operate, some of our facilities are required to report their greenhouse gas emissions, but are not currently subject to programs requiring trading or emission controls. We generally expect to purchase emission credits where necessary to respond to allocation shortfalls. In addition, air emission regulations may be adopted in the future in other regions and countries where we operate, which could have an impact on our operations.sites.

A number of organizations and regulatory agencies have become increasingly focused on the issue of water scarcity, water conservation and water quality, particularly in certain geographic regions. We are engaged in various activities to promote water conservation and wastewater recycling.recycling, particularly given that some of our manufacturing processes are water intensive. The costs associated with these activities are not expected to have a material adverse effect on our operations.

Various U.S. agencies and international bodies have adopted security requirements applicable to certain manufacturing and industrial facilities and marine port locations. These security-related requirements involve the preparation of security assessments and security plans in some cases, and in other cases the registration of certain facilities with specified governmental authorities. We closely monitor all security-related regulatory developments and believe we are in compliance with all existing requirements. Compliance with such requirements is not expected to have a material adverse effect on our operations.

Foreign and Domestic OperationsItem 1A. Risk Factors

A significant portion of our revenues and operating profits is derived from overseas operations. The profitability of our segments is affected by fluctuations in the value of the U.S. dollar relative to foreign currencies. (See MD&A and the Geographic Information portion of Note S for further information relating to sales and long-lived assets by geographic area.) Further, currency fluctuations, nationalization and expropriation of assets are risks inherent in international operations. We have taken steps we deem prudent in our international operations to diversify and otherwise to protect against these risks, including the use of foreign currency financial instruments to reduce the risk associated with changes in the value of certain foreign currencies compared to the U.S. dollar. (See the risk management discussion contained in “Quantitative and Qualitative Disclosures About Market Risk” in Item 7A below and Note J of our Notes to the Consolidated Financial Statements).

Item 1A.

Risk Factors

In addition to factors described elsewhere in this report, the following are important factors that could adversely affect our business. The risks described below are not the only risks we face. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations and financial results.

Negative or uncertain worldwide or regional economic conditionsIndustry Risks

Industry capacity utilization and competition from other specialty chemical companies may adversely impact our business.

Our operations and performance are affected by worldwide and regional economic conditions. Uncertainty or a deterioration in the economic conditions affecting the businesses to which, or geographic areas in which, we sell products could reduce demand for our products. We may also experience pricing pressure on products and services, which could decrease our revenues and have an adverse effect on our financial condition and cash flows. In addition, during periods of economic uncertainty, our customers may temporarily pursue inventory reduction measures that exceed declines in the actual underlying demand. Our businesses are sensitive to industry capacity utilization, particularly Reinforcement Materials and Purification Solutions. As a result, pricing tends to fluctuate when capacity utilization changes occur, which could affect our financial performance. Further, we operate in a highly competitive marketplace. Our ability to compete successfully depends in part upon our ability to maintain a superior technological capability and to continue to identify, develop and commercialize new and innovative, high value-added products for existing and future customers. Increased competition from existing or newly developed products offered by our competitors or companies whose products offer a similar functionality as our products, particularly those with an improved environmental footprint, and could be substituted for our products, may negatively affect demand for our products. In addition, actions by our competitors could impair our ability to maintain or raise prices, successfully enter new markets or maintain or grow our market position.

10Environmental regulations and restrictions that affect the carbon black industry impose constraints on our operations, and could threaten our competitive position and increase our operating costs, which may adversely impact our business and results of operations.


As a chemical manufacturing company, ourOur ongoing carbon black operations are subject to operational risksextensive federal, state, local and have the potentialforeign laws, regulations, rules and ordinances relating to cause environmental ormatters, many of which provide for substantial monetary fines and civil and criminal sanctions for violations. These include requirements to obtain and comply with various environmental-related and other damagepermits for constructing any new facilities and operating all of our existing facilities, as well as personal injury,settlements with agencies regarding environmental matters and environmental requirements. These environmental regulatory requirements and restrictions impose constraints on our operations, and could threaten our competitive position. We have expended and will continue to expend considerable amounts to construct, maintain, operate, and improve our facilities around the world for environmental protection. In addition, the increased emphasis on environmental justice, which is the fair treatment and meaningful involvement of all individuals and communities in which we operate, regardless of race, color, national origin, or income, with respect to the development, implementation and enforcement of environmental laws, regulations, and policies, could result in increased compliance requirements and costs. Furthermore, our actual or perceived failure to adhere to these principles could harm our reputation.

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Further, environmental agencies worldwide are increasingly implementing regulations and other requirements resulting in more restrictive air emission limits globally, particularly as they relate to nitrogen oxides, sulfur dioxide and particulate matter emissions. We expect complying with existing regulations and other regulatory and tax changes being proposed in regions where we operate, if approved, will require us to incur significant additional costs for compliance, capital improvements or limit our current or planned operations. We may not be able to offset the effects of these compliance costs through price increases. Our ability to implement price increases is largely influenced by competitive and economic conditions and could vary significantly depending on the segment served. Such increases may not be accepted by our customers, may not be sufficient to compensate for increased regulatory costs or may decrease demand for our products and our volume of sales.

A description of these matters is included in the discussion under the heading “Safety, Health, Environment, and Sustainability” in Item 1 above, and in Note S in Item 8 below under the heading “Contingencies”.

We may be exposed to certain regulatory and financial risks related to climate change developments and an increased focus on carbon neutrality, which may adversely affect our business and results of operations, and increased pressures and adverse publicity about potential impacts on climate change by us or other companies in our industry could harm our reputation.

Carbon dioxide, a greenhouse gas, is emitted in carbon black manufacturing processes. Concerns about the relationship between greenhouse gases and global climate change, and an increased focus on carbon neutrality, may result in additional regulations on both national and supranational levels, to monitor, regulate, control and tax emissions of carbon dioxide and other greenhouse gases. Climate changes include extreme weather impacts, such as changes in rainfall and in storm patterns and intensities, water shortages, significantly changing sea levels and increasing atmospheric and water temperatures. A number of governmental bodies have introduced or are contemplating regulatory changes in response to climate change, including regulating greenhouse gas emissions. Specifically, in certain geographic areas, our carbon black facilities are or may become subject to greenhouse gas emission trading schemes or carbon tax programs under which we may be required to pay any incurred taxes or purchase emission credits if our emission levels exceed our free allocation. The outcome of new legislation or regulation in the U.S. and other jurisdictions in which we operate may result in new or additional requirements and fees or restrictions on certain activities. Compliance with greenhouse gas and climate change initiatives may result in additional costs to us, including, among other things, increased production costs, increased feedstock costs, additional taxes, reduced emission allowances or additional restrictions on production or operations. In addition, certain of our carbon black products for specialty applications have higher greenhouse gas emissions than our other products, which may increase our compliance costs and make it more challenging to achieve our emissions goals without technology developments. We may not be able to offset the effects of these new or more stringent laws and regulations and compliance costs through price increases, which could adversely affect our business and negatively impact our growth. Our ability to implement price increases is largely influenced by competitive and economic conditions and could vary significantly depending on the segment served. Such increases may not be accepted by our customers, may not be sufficient to compensate for increased regulatory costs or may decrease demand for our products and our volume of sales. Any adopted future climate change regulations could also negatively impact our ability to compete with companies situated in areas not subject to such limitations.

Even without such regulation, increased public awareness and adverse publicity about potential impacts on climate change or environmental harm from us or our industry could harm our reputation or otherwise impact the Company adversely. In recent years, investors have also begun to show increased interest in sustainability and climate change as it relates to their investment decisions. Our failure to develop and execute a sustainability strategy that adequately responds to these environmental concerns could harm our reputation and negatively impact the value of our securities. In addition, new disclosure requirements related to GHG emissions and climate change, including the European Sustainability Reporting Standards, any final rules approved by the SEC, and state laws requiring climate disclosure, may negatively impact our business by diverting resources, increasing our compliance costs and harming our reputation. Further, increasing weather-related impacts on our operations and plant sites may impact the cost or availability of insurance. Furthermore, the potential impact of climate change and related regulation on our feedstock suppliers and customers is highly uncertain and there can be no assurance that it will not have an adverse effect on the availability, over time, of our traditional carbon black feedstocks, our customers’ businesses and sourcing arrangements, and on our financial condition and results of operationsoperations. For instance, lower demand for oil refinery products may reduce the availability and cash flows.

The operationincrease the cost of a chemical manufacturing businesscertain of the key raw materials we use. In addition, many of our tire customers have set sustainability goals for the 2030 to 2050 time period to purchase more sustainable raw materials, including reduced use of fossil-derived materials, which could reduce demand for our traditional carbon black products. We cannot predict how legal, regulatory and social responses to concerns about climate change, as well as the sale and distribution of chemical products are subject to operational as well as safety, healthother sustainability and environmental risks. For example, the production and/or processing of carbon black, specialty compounds, fumed metal oxides, aerogel, activated carbon and other chemicals involve the handling, transportation, manufacture or use of certain substances or components that may be considered toxic or hazardous. Our manufacturing processes and the transportation ofmatters, will impact our chemical products and/or the raw materials used to manufacture our products are subject to risks inherent in chemical manufacturing, including leaks, fires, explosions, toxic releases, mechanical failures or unscheduled downtime. If operational risks materialize, they could result in injury or loss of life, damage to the environment, or damage to property. In addition, the occurrence of material operating problems at our facilities or a disruption in our supply chain or distribution operations may result in loss of production, which, in turn, may make it difficult for us to meet customer needs. Accordingly, these events and their consequences could negatively impact the Company’s results of operations and cash flows, both during and after the period of operational difficulties, and could harm our reputation.business.

A significant adverse change in a customer relationship or the failure of a customer to perform its obligations under agreements with us could harm our business or cash flows.16


Our success in strengthening relationships and growing business with our largest customers and retaining their business over extended time periods is important to our future results. We have a group of key customers across our businesses that together represent a significant portion of our total net sales and operating revenues. The loss of any of our important customers, or a significant reduction in volumes sold to them, could adversely affect our results of operations until such business is replaced or any temporary disruption ends. Further in Reinforcement Materials we enter into supply agreements with a number of key customers, that have a duration of at least one year, which account for approximately half of our total rubber blacks volumes. Our success in negotiating the price and volume terms under these agreements could have a material effect on our results. In addition, any deterioration in the financial condition of any of our customers that impairs our customers’ ability to make payments to us also could increase our uncollectible receivables and could affect our future results and financial condition.

Volatility in the price and availability of raw materials and energy could impact our margins and working capital.capital and our revenues from our energy center operations.

Our manufacturing processes consume significant amounts of energy and raw materials, the costs of which are subject to worldwide supply and demand as well as other factors beyond our control. Dramatic increasesOur carbon black businesses use a variety of feedstocks as raw material including high sulfur fuel oils, low sulfur fuel oils, coal tar distillates, and ethylene cracker residue, the cost and availability of which vary, based in suchpart on geography. Significant movements or volatility in our carbon black feedstock costs could have an adverse effect on our results of operations. For example, movements in the market price for crude oil typically affect carbon black feedstock costs. Significant movements in the market price for crude oil tend to create volatility in our carbon black feedstock costs, which can affect our working capital and results of operations. In addition, regulatory changes or geopolitical conflict may impact the availability and prices of our raw materials. For example, the Russian invasion of Ukraine has disrupted and may continue to disrupt the price and availability of natural gas in Europe.

Certain of our carbon black supply contractsarrangements contain provisions that adjust prices to account for changes in a relevant feedstockand natural gas price index.indices. We also attempt to offset the effects of increases in raw material and energy costs through selling price increases in our non-contract sales, productivity improvements and cost reduction efforts. Success in offsetting increased raw material and energy costs with price increases is largely influenced by competitive and economic conditions and could vary significantly depending on the segment served. Such increases may not be accepted by our customers, may not be sufficient to compensate for increased raw material and energy costs or may decrease demand for our products and our volume of sales. If we are not able to fully offset the effects of increased raw material or energy costs, it could have a significant impact on our financial results. Rapid declines in energy prices and raw material costs can also negatively impact our financial results, as such changes can negatively affect the returnsrevenues we receive onfrom our energy centers and yield improvement investments, and may negatively impact our contract pricing adjustments. In addition, we use a variety of feedstock indices in our supply contractsarrangements to adjust our prices for changes in raw materials costs. Depending on feedstock markets and our choice of feedstocks, the indices we use in our supply contractsarrangements may not precisely track our actual costs. This could result in an incongruity between our contract pricing adjustments and changes in our actual feedstock costs, which can affect our net working capital and our margins. Further, the timing of the implementation of any of these pricing adjustments may not precisely track our actual costs as reflected in our financial statements.

In addition, we obtain certain of our raw materials from selected key suppliers. Although we typically maintain raw material inventory, if any sole source supplier of theseraw materials ceases supplying raw materials to us, or if any of our key suppliers is unable to meet its obligations under supply agreements with us on a timely basis or at an acceptable price, or at all, we may be forced to incur higher costs to obtain the necessary raw materials elsewhere or, in certain limited cases, may not be able to obtain the required raw materials.

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We may not be successful achieving our growth expectations from new products, new applications and technology developments, and money we spend on these efforts may not resultA significant adverse change in a proportional increasecustomer or joint venture relationship or the failure of a customer or joint venture partner to perform its obligations under agreements with us could harm our business or cash flows.

Our success in strengthening relationships and growing business with our largest customers and retaining their business over extended time periods is important to our future results. We have a group of key customers across our businesses that together represent a significant portion of our total net sales and operating revenues. The loss of any of our important customers, or a significant reduction in volumes sold to them, could adversely affect our results of operations until such business is replaced or any temporary disruption ends. Further, in our revenues or profits.

We may not be successful achievingReinforcement Materials segment we enter into supply arrangements with a number of key customers that typically have a duration of one year, which account for approximately two-thirds of our growth expectations from developing new products or product applications. Moreover, we cannot be certain thattotal reinforcing carbons volumes. Our success in negotiating the costs we incur investing in new productprice and technology development will result involume terms under these arrangements could have a proportional increase inmaterial effect on our revenues or profits.results. In addition, a number of our operations are conducted through joint venture arrangements that operate pursuant to long-term contracts, including for the timely commercializationsupply of products that we are developing may be disrupted or delayed by manufacturing or other technical difficulties, market acceptance or insufficient market size to support a new product, competitors’ new products, and difficulties in moving fromraw materials for the experimental stagejoint venture operations. Any dispute as to the production stage. These disruptionsterms of these contractual arrangements or delaysdeterioration in the relationship between us and our joint venture partner could disrupt the operations of the joint venture, which could affect our financial results and harm our reputation. In addition, any deterioration in the financial condition of any of our customers that impairs our customers’ ability to make payments to us also could increase our uncollectible receivables and could affect our future business results.

We face operational risks inherent in mining operations and our mining operations have the potential to cause safety issues, including those that could result in significant personal injury.

We own two mines, a cesium mine in Manitoba, Canada, a portion of which is located under Bernic Lake, and an above-ground lignite mine, which is located close to our Marshall, Texas facility and operated by a subsidiary of The North American Coal Company. Mining operations by their nature are activities that involve a high level of uncertainty and are often affected by risks and hazards outside of our control. At our lignite mine, the risks are primarily operational risks associated with the maintenance and operation of the heavy equipment required to dig and haul the lignite, and risks relating to lower than expected lignite quality or recovery rates. Our underground mine in Manitoba is subject to a number of risks, including industrial accidents, unexpected geological conditions, fall of ground accidents or structural collapses, which, in the case of our cesium mine, could lead to flooding. Following a fall of ground incident in 2013, we implemented additional safety measures and several types of monitoring devices in the mine that have indicated good structural stability in the mine since that time. However, the structural stability may change at any time and there remains a possibility of deterioration and flooding of this mine. The failure to adequately manage these risks could result in significant personal injury, loss of life, damage to mineral properties, production facilities or mining equipment, damage to the environment, delays in or reduced production, and potential legal liabilities.

Any failure to realize benefits from acquisitions, alliances or joint ventures could adversely affect future financial results.

In achieving our strategic plan objectives, we may pursue acquisitions, alliances or joint ventures intended to complement or expand our existing businesses globally or add product technology, or both. The success of acquisitions of businesses, new technologies and products, or arrangements with third parties is not always predictable and we may not be successful in realizing our objectives as anticipated. We may not be able to integrate any acquired businesses successfully into our existing businesses, make such businesses profitable, or realize anticipated cost savings or synergies, if any, from these acquisitions, which could adversely affect our business results.

Plant capacity expansions and site development projects may impact existing plant operations, be delayed and/or not achieve the expected benefits.

Our ability to complete capacity expansions and other site development projects as planned may be delayed or interrupted by the need to obtain environmental and other regulatory approvals, unexpected cost increases, availability of labor and materials, unforeseen hazards such as weather conditions, and other risks customarily associated with construction projects. These risks include the risk that existing plant operations are disrupted, which could make it difficult for us to meet our customer needs. Moreover, the cost of these activities could have a negative impact on the financial performance of the relevant business until capacity utilization at the particular facility is sufficient to absorb the incremental costs associated with the expansion, in the case of capacity expansion projects. In addition, our ability to expand capacity in emerging regions depends in part on economic and political conditions in these regions and, in some cases, on our ability to establish operations, construct additional manufacturing capacity or form strategic business alliances.

An interruption in our operations as a result of fence-line arrangements could disrupt our manufacturing operations and adversely affect our financial results.

At certain of our facilities we have fence-line arrangements with adjacent third party manufacturing operations (“fence-line partners”), who provide raw materials for our manufacturing operations and/or take by-products generated from our operations. Accordingly, any unplanned disruptions or curtailments in a fence-line partner’s production facilities that impacts their ability to supply us with raw materials or to take our manufacturing by-products could disrupt our manufacturing operations or cause us to incur increased operating costs to mitigate such disruption.

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If our assumptions about future sales and profitability of the Purification Solutions segment are incorrect and we do not achieve our growth expectations for this business, we may be required to impair certain assets.

We performed our annual goodwill impairment test of Purification Solutions as of May 31, 2017 and determined that the fair value of the reporting unit exceeded its carrying amount by 13% at that time. Our strategic plan underlying this analysis relies on certain growth assumptions that are primarily dependent on (i) growth in demand for our existing portfolio of activated carbon products and new products developed for environmental and specialty applications, and (ii) stable demand in the mercury removal related portion of the business, which is largely dependent on the amount of coal-based power generation used in the U.S. and the continued regulation of utilities under the Mercury and Air Toxics Standards (“MATS”). In April 2017, the U.S. Environmental Protection Agency (“EPA”) indicated that it intends to review the cost benefit analysis prepared by the EPA in support of MATS to determine if the EPA should reconsider MATS or some part of it. This continues to be under review by the EPA. Any action that the EPA takes related to MATS that decreases demand for our products for mercury removal, and/or our failure to achieve our growth expectations for our other products could have a negative effect on the financial results and the fair value of the Purification Solutions business, and lead to an impairment of certain assets.financial condition.

We are exposed to political or country risk inherent in doing business in some countries.countries, including China.

Sales outside of the U.S. constituted athe majority of our revenues in fiscal 2017.2023. We conduct business in several countries, including China, that have less stable legal systems and financial markets, and potentially more corrupt, or less predictable, business environments than the U.S. As set forth in Note T to our Consolidated Financial Statements, sales in China constituted approximately 25% of our revenues in fiscal 2023 and our property, plant and equipment located in China constituted approximately 25% of our total property, plant and equipment as of September 30, 2023. Our operations outside of the U.S., including in China, expose us to risks related to uncertain enforcement of laws by foreign governments as well as risks that foreign governmental entities will change applicable rules and regulations with minimal advance notice. These risks could result in a material change in our operations, which could negatively impact the value of our securities. Additionally, our operations in some countries, including China, are subject to the following risks: changes in the rate of economic growth; unsettled political or economic conditions; non-renewal of operating

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permits or licenses; possible expropriation or other governmental actions; corruption by government officials and other third parties; social unrest, war, terrorist activities or other armed conflict; confiscatory taxation or other adverse tax policies; deprivation of contract rights; trade regulations affecting production, pricing and marketing of products; reduced protection of intellectual property rights; restrictions on the repatriation of income or capital;additional costs associated with repatriating cash; exchange controls; inflation; currency fluctuations and devaluation; political tension that could result in sanctions being imposed against our customers or suppliers in countries where sanctions have not been imposed in the past; the effect of global health, safety and environmental matters on economic conditions and market opportunities; and changes in financial policy and availability of credit. In addition, there may be costs associated with repatriating income or capital.

TheFor example, the Chinese government has, from time to time, curtailed manufacturing operations, withoutwith little or no notice, in industrial regions out of growing concernconcerns over air quality.quality and in response to COVID-19 outbreaks. The timing and length of these curtailments arehas been difficult to predict and, at times, arewere applied to manufacturing operations without regard to whether the operations being curtailed comply with environmental regulations in the area. Accordingly, although we believe our operations are in compliance with applicable regulations, our manufacturing operations in China have been subject to these curtailments in the past and may be subject to them in the future. In addition, the Chinese government has instituted energy intensity and energy consumption targets in a number of provinces in its efforts to reduce energy consumption, resulting in energy quotas and shortages in energy supply. We are unable to predict how any power outages related to these curtailments.targets will impact our operations. These events could negatively impact the Company’sour results of operations and cash flows both during and after the period of any government-imposed curtailment or power outages affecting our operations. Further, any such curtailments on the Company’s operations.operations at our customers’ facilities could reduce demand for our products and our volumes.

We face competition fromOperational Risks

As a chemical manufacturing company, our operations are subject to operational risks and have the potential to cause environmental or other specialty chemical companies.

We operate in a highly competitive marketplace. Our ability to compete successfully depends in part upondamage as well as personal injury, or disrupt our ability to maintain a superior technological capability and to continue to identify, develop and commercialize new and innovative, high value-added products for existing and future customers. Increased competition from existing or newly developed products offered bysupply our competitors or companies whose products offer a similar functionality as our products and could be substituted for our products, may negatively affect demand for our products. In addition, actions by our competitors could affect our ability to maintain or raise prices, successfully enter new markets or maintain or grow our market position.

Litigation or legal proceedings could expose us to significant liabilities and thus negatively affect our financial results.

As more fully described in “Legal Proceedings” in Item 3 below, we are a party to or the subjectcustomers, any of lawsuits, claims, and proceedings, including, but not limited to, those involving environmental, and health and safety matters as well as product liability and personal injury claims relating to asbestosis, silicosis, and coal worker’s pneumoconiosis. We are also a potentially responsible party in various environmental proceedings and remediation matters wherein substantial amounts are at issue. Adverse rulings, judgments or settlements in pending or future litigation (including liabilities associated with respirator claims) or in connection with environmental remediation activitieswhich could adversely affect our financialbusiness, results or cause our results to differ materially from those expressed or forecasted in any forward-looking statements.of operations and cash flows.

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Fluctuations in foreign currency exchange and interest rates affect our financial results.

We earn revenues, pay expenses, own assets and incur liabilities in countries using currencies other than the U.S. dollar. In fiscal 2017, we derivedTheoperation of a majority of our revenues from sales outside the U.S. Because our consolidated financial statements are presented in U.S. dollars, we must translate revenues and expenses,chemical manufacturing business as well as assetsthe sale and liabilities,distribution of chemical products are subject to operational as well as safety, health and environmental risks. For example, the production and/or processing of carbon black, specialty compounds, fumed metal oxides, aerogel, carbon nanotubes and other chemicals involve the handling, transportation, manufacture or use of certain substances or components that may be considered toxic or hazardous. While we take precautions to handle and transport these materials in a safe manner, if they are mishandled or released into U.S. dollarsthe environment, they could cause property damage or result in personal injury claims against us.

Our manufacturing processes and the transportation of our chemical products and/or the raw materials used to manufacture our products are subject to risks inherent in chemical manufacturing, including leaks, fires, explosions, toxic releases, severe weather, mechanical failures or unscheduled downtime. In addition, the occurrence of material operating problems at exchange ratesour facilities, particularly at a facility that is the sole source of a particular product we manufacture, or a disruption in effectour supply chain or distribution operations may result in loss of production, which, in turn, may make it difficult for us to meet customer needs. For example, in recent years we have experienced unplanned plant outages at our plants in Franklin, Louisiana and Altamira, Mexico that caused reduced volumes and earnings during the period the plant was down and increased our fixed costs. Other disruptions in supply chains and distribution channels, including those caused by global or at the end of each reporting period. Therefore, increasesregional logistics delays and constraints, such as rail or decreases in the value of the U.S. dollar against other currencies in countries where we operate will affecttransportation interruptions, could disrupt our business operations. These events and their consequences could negatively impact our results of operations and cash flows, both during and after the valueperiod of balance sheet items denominatedoperational difficulties, and could harm our reputation.

An interruption in foreign currencies. Due to the geographic diversityour operations as a result of fence-line arrangements or a joint venture partner's actions could disrupt our manufacturing operations and adversely affect our financial results.

At certain of our fumed metal oxides facilities we have fence-line arrangements (many of which are closed-loop) with adjacent third-party manufacturing operations weaknesses(“fence-line partners”), who provide raw materials for our manufacturing operations and/or take by-products generated from our operations. Accordingly, any disruptions or curtailments in some currencies might be offset by strengthsa fence-line partner’s production facilities that impacts their ability to supply us with raw materials or to take our manufacturing by-products could disrupt our manufacturing operations or cause us to incur increased operating costs to mitigate such disruption. We have experienced disruptions in others over time.the supply of raw materials from certain of our fence-line partners in recent years, which have caused us to curtail our operations or incur higher operating costs. In addition, we are exposedoperate certain of our carbon black facilities through joint venture arrangements, pursuant to adverse changes in interest rates. We manage both these risks through normal operating and financing activities and, when deemed appropriate, throughwhich our joint venture partners provide feedstock and/or take by-products generated from our operations. A dispute with a joint venture partner concerning the useterms of derivative instruments as well as foreign currency debt. We cannot be certain, however, that we will be successful in reducing the risks inherent in exposures to foreign currency and interest rate fluctuations.

Further, we have exposure to foreign currency movements because certain foreign currency transactions need to be converted to a different currency for settlement. These conversions can have a direct impact on our cash flows.

Our tax rate is dependent upon a number of factors, a change in any of whichthose arrangements could impact our future tax ratesjoint venture operations and net income.

Our future tax rates may be adversely affected by a number of factors, including: future changes in the jurisdictions in whichcould decrease our profits are determined to be earned and taxed; changes in the estimated realization of our net deferred tax assets; the repatriation of non-U.S. earnings for which we have not previously provided for U.S. income and non-U.S. withholding taxes; adjustments to estimated taxes upon finalization of various tax returns; increases in expenses that are not deductible for tax purposes, including charges from impairment of goodwill in connection with acquisitions; changes in available tax credits; the resolution of issues arising from tax audits with various tax authorities; and changes in tax laws or the interpretation of such tax laws. Losses for which no tax benefits can be recordedoperations. Significant events at neighboring industrial facilities, such as environmental releases, could materially impact our tax rate and its volatility from one quarter to another.

Information technology systems failures, data security breaches or network disruptions could compromise our information,also disrupt our operations and expose us to liability, which may adversely impact our operations.

In the ordinary course of our business, we store sensitive data, including intellectual property, our proprietary business information and certain information of our customers, suppliers, business partners, and employees in our information technology systems. The secure processing, maintenance and transmission of this data is critical to our operations. Information technology systems failures, including risks associated with upgrading our systems or in successfully integrating information technology and other systems in connection with the integration of businesses we acquire, network disruptions or unauthorized access could disrupt our operations by impeding our processing of transactions and our financial reporting, and our ability to protect our customer or company information, which could have a material adverse effect on our business or results of operations. In addition, as with all enterprise information systems, our information technology systems could be penetrated by outside parties intent on extracting information, corrupting information, or disrupting business processes. Breaches of our security measures or the accidental loss, inadvertent disclosure, or unapproved dissemination of proprietary information or sensitive or confidential information about the Company, our employees, our vendors, or our customers, could result in legal claims or proceedingsnegative publicity about us and potential liability for us, damage to our reputation, and could otherwise harm our business and our results of operations.reputation.

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Our operationsproducts are subject to extensive safety, health and environmental requirements, which could increaseimpair our costs and/ability to manufacture and sell certain products.

In order to secure and maintain the right to produce or reduce our profit.

Our ongoing operations are subject to extensive federal, state, local and foreign laws, regulations, rules and ordinances relating to safety, health and environmental matters, many of which provide for substantial monetary fines and criminal sanctions for violations. These include requirements to obtain and comply with various environmental-related permits for constructing any new facilities and operating all of our existing facilities. In addition, in certain geographic areas, our carbon black and activated carbon facilities are subject to greenhouse gas emission trading schemes under which we may be required to purchase emission credits if our emission levels exceed our allocations. The enactment of new environmental laws and regulations and/or the more aggressive interpretation of existing requirements could require us to incur significant costs for compliance or capital improvements or limit our current or planned operations, any of which could have a material adverse effect on our earnings or cash flow. We attempt to offset the effects of these compliance costs through price increases, productivity improvements and cost reduction efforts. Success in offsetting any such increased regulatory costs is largely influenced by competitive and economic conditions and could vary significantly depending on the segment served. Such increases may not be accepted by our customers, may not be sufficient to compensate for increased regulatory costs or may decrease demand forsell our products, we must satisfy product related regulatory requirements in different jurisdictions. Obtaining and our volumemaintaining these approvals requires a significant amount of sales. (See “Legal Proceedings” in Item 3 below).product testing and data, and there is no certainty these approvals will be obtained.

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Certain national and international health organizations have classified carbon black as a possible or suspected human carcinogen. To the extent that, in the future, (i) these organizations re-classify carbon black as a known or confirmed carcinogen, (ii) other organizations or government authorities in other jurisdictions classify carbon black or any of our other finished products, raw materials or intermediates as suspected or known carcinogens or otherwise hazardous, or (iii) there is discovery of adverse health effects attributable to production or use of carbon black or any of our other finished products, raw materials or intermediates, we could be required to incur significantly higher costs to comply with environmental, health and safety laws, or to comply with restrictions on sales of our products, be subject to legal claims, and our reputation and business could be adversely affected. Further, a subset of multi-walled carbon nanotubes that includes a carbon nanotube grade we currently manufacture have been classified as carcinogen category 1B and specific target organ toxicant (lung) after repeated exposure category 1 under European Union regulations. Although our carbon nanotubes are bound in a matrix or contained within conductive materials, exposure to carbon nanotubes could occur in the workplace. We could be required to incur additional costs to comply with requirements for the safe manufacturing and handling of these materials and we could be subject to legal claims associated with our products. In addition, chemicals that are currently classified as non-hazardous may be classified as hazardous in the future, and our products may have characteristics that are not recognized today but may be found in the future to impair human health or to be carcinogenic.

Information technology systems failures, data security breaches, cybersecurity attacks or network disruptions have harmed us in the past and could compromise our information, disrupt our operations and expose us to liability, which may adversely impact our operations.

We rely on information technology, some of which is managed by third parties, to manage the day-to-day operations and activities of our business, operate elements of our manufacturing facilities, manage our customer and vendor transactions, and maintain our financial, accounting and business records. In addition, we collect and store certain data, including proprietary business information, and may have access to confidential or personal information that is subject to privacy and security laws and regulations.

The eliminationsecure processing, maintenance and transmission of tariffs placed on U.S. importsthis data is critical to our operations and business strategy. Information technology systems failures, including those associated with our managed service provider or related to maintaining or upgrading our systems or integrating information technology and other systems in connection with the integration of Chinese activated carbon,businesses we acquire, or their failurenetwork disruptions could disrupt our operations by impeding our processing of transactions and our financial reporting, and our operations, including by contributing to adequately address the impacta process safety event, any of low-priced imports from China,which could have a material adverse effect on our Purification Solutions segment.business or results of operations. In the past, our networks have been subject to an attack, potentially by suspected foreign nation-state attackers, who conducted reconnaissance and deployed malware. While our systems were able to isolate and expel the attacker before we believe material harm was caused, criminals, rogue insiders, nation-state, and other attackers may continue to attack our network, and our defenses may be unable to succeed in detecting their actions or stop them from inflicting potentially material harms including by theft, destruction, misuse, or corruption of our data or systems or those of other entities whose systems may interconnect with ours.

Purification Solutions faces competitionIn addition, our information technology systems could be compromised by outside parties intent on extracting information, corrupting information or disrupting business processes. Despite our security design and controls, and those of our third-party providers, we may be vulnerable to cyber-attacks, computer viruses, security breaches, inadvertent or intentional employee actions, system failures and other risks that could potentially lead to the compromising of sensitive, confidential or personal data, improper use of our, or our third-party provider systems, solutions or networks, unauthorized access, use, disclosure, modification or destruction of information, or operational disruptions. We face increased information technology security and fraud risks due to our increased reliance on working remotely, which may create additional information security vulnerabilities and/or magnify the impact of any disruption in information technology systems. Additionally, we have in the U.S.past and may in the future be exposed to unauthorized access to our information technology systems through undetected vulnerabilities in our or our service providers’ information systems or software. With the evolving nature of cybersecurity threats, the scope and impact of any information security incident cannot be predicted. In addition, more than a dozen states in the United States have also passed comprehensive data protection legislation, and the global regulatory environment pertaining to information security and privacy is increasingly demanding, with new and changing requirements, such as the European Union’s General Data Protection Regulation, The Personal Information Protection Law of the People’s Republic of China, and Brazil’s Lei Geral de Protecao de Dados. Complying with these

19


laws and regulations may be more costly or take longer than we anticipate, and any failure to comply could result in fines or penalties.

Breaches of our security measures, cyber incidents and disruptions, or the accidental loss, inadvertent disclosure, or unapproved dissemination of proprietary information or sensitive or confidential information about the Company, our employees, our vendors, or our customers, or failure to comply with laws and regulations related to information security or privacy, could result in legal claims or proceedings against us by governmental entities or individuals, significant fines, penalties and judgments, disruption of our operations, remediation requirements, changes to our business practices, and damage to our reputation, and could otherwise harm our business and our results of operations.

Natural disasters and severe weather events could affect our operations and financial results.

We operate facilities in areas of the world that are exposed to natural hazards, such as floods, windstorms, hurricanes, and earthquakes. In addition, extreme weather events and changing weather patterns present physical risks on existing infrastructure that may become more frequent or more severe as a result of factors related to climate change. Such events could disrupt our supply of raw materials or otherwise affect production, transportation and delivery of our products or affect demand for our products and otherwise harm our business and our results of operations, potentially in material ways that may exceed available insurance coverage in the particular circumstances.

We have experienced recent disruptions of the type described above. For example, the severe flooding that occurred in Western Europe in July 2021 caused significant damage to our specialty compounds plant in Pepinster, Belgium. That disruption resulted in a near-term reduction in earnings from low-priced imports of activated carbon products. Iflower volumes and certain increases in our operating costs.

Financial and Other Risks

Negative or uncertain worldwide or regional economic conditions or trade relations, as well as regional conflicts, may adversely impact our business.

Our operations and performance are affected by worldwide and regional economic conditions. Uncertainty or a deterioration in the amounts of these low-priced imports increase, especially if they are sold at less than fair value, our sales of competingeconomic conditions affecting the businesses to which, or geographic areas in which, we sell products could decline,reduce demand for our products and inflationary pressures may increase our costs. We may also experience pricing pressure on products and services, or be unsuccessful in passing along to our customers an increase in our raw materials costs or energy prices, which could have an adverse effect on the earnings of Purification Solutions. In addition, sales of these low-priced imports may negatively impactdecrease our pricing. To limit these activities, regulators in the U.S. have enacted an antidumping duty order on steam activated carbon products from China. A proceeding that will evaluate whether to extend the order for an additional five years will be initiated in February 2018. The amount of antidumping duties collected on imports of steam activated carbon from China is reviewed annually by the U.S. Department of Commerce. To the extent the antidumping margins do not adequately address the degree to which imports are unfairly traded, the antidumping order may be less effective in reducing the volume of these low-priced activated carbon imports in the U.S., which could negatively affect demand and/or pricing for our products. In addition, if the antidumping order is not extended beyond its current term, the amount of low-priced imports from China may increase, which couldrevenues and have an adverse effect on our Purification Solutionsfinancial condition and cash flows. In addition, during periods of economic uncertainty, our customers may temporarily pursue inventory reduction (“destocking”) measures that exceed declines in the actual underlying demand. Given our position in the value chains for our principal products, we typically experience greater destocking impacts in our results of operations early in a recessionary cycle.

Regional conflicts may also adversely impact our business. While we do not have manufacturing operations in Russia or Ukraine, and we do not have material sales in Ukraine and have stopped sales into Russia, Russia’s continuing invasion of Ukraine is negatively impacting economic conditions in Europe. This could reduce demand for our products in our EMEA region, and negatively impact our and our customers’ ability to operate plants in Europe, and harm our suppliers and otherwise increase our operating costs.

In addition, changes in, or tensions relating to, U.S. trade relations with countries where we do business may adversely impact our business. For example, tensions in the U.S.-China trade relationship have led to an increased risk of sanctions being imposed against our suppliers and customers in China which, if imposed, could restrict our ability to do business with such companies. In addition, we may encounter unexpected operating difficulties in China, more restrictive investment opportunities in China, greater difficulty transferring funds, more restrictive travel in and out of China, or negative currency impacts. Further, the cost of our capital projects may be higher than anticipated because of trade tariffs. In addition, escalating tensions in the U.S.-China trade relationship and/or restrictive policies by either country could require us to duplicate the technology resources and capabilities we have in China, particularly those related to our battery materials product line, in a geography outside China, thereby increasing our costs.

Litigation or legal proceedings could expose us to significant liabilities and thus negatively affect our financial results.

As more fully described in Note S in Item 8 below under the heading “Contingencies”, we are a party to or the subject of lawsuits, claims, and proceedings, including, but not limited to, those involving environmental, and health and safety matters as well as product liability and personal injury claims relating to asbestosis, silicosis, and coal worker’s pneumoconiosis. We are also a potentially responsible party in various environmental proceedings and remediation matters wherein substantial amounts are at issue. Adverse rulings, judgments or settlements in pending or future litigation (including liabilities associated with respirator claims) or in connection with environmental remediation activities could adversely affect our financial results or cause our results to differ materially from those expressed or forecasted in any forward-looking statements.

20


Our tax rate and other tax obligations are dependent upon a number of factors, a change in any of which could impact our future tax rates and financial results.

Our future tax rates may be adversely affected by a number of factors, including: changes in the jurisdictions in which our profits are determined to be earned and taxed; changes in the estimated realization of our net deferred tax assets; the repatriation of non-U.S. earnings for which we have not previously provided for non-U.S. withholding taxes; adjustments to estimated taxes upon finalization of various tax returns; increases in expenses that are not deductible for tax purposes; changes in available tax credits; the resolution of issues arising from tax audits with various tax authorities; and changes in tax laws or the interpretation of such tax laws. In addition, losses for which no tax benefits can be recorded could materially impact our tax rate and its volatility from one quarter to another.

Fluctuations in foreign currency exchange and interest rates affect our financial results.

We earn revenues, pay expenses, own assets and incur liabilities in countries using currencies other than the U.S. dollar. In fiscal 2023, we derived a majority of our revenues from sales outside the U.S. Because our consolidated financial statements are presented in U.S. dollars, we must translate revenues and expenses, as well as assets and liabilities, into U.S. dollars at exchange rates in effect during or at the end of each reporting period. Therefore, increases or decreases in the value of the U.S. dollar against other currencies in countries where we operate will affect our results of operations and the value of balance sheet items denominated in foreign currencies. For example, in fiscal 2023, we recorded foreign exchange losses related to the remeasurement of our net monetary assets denominated in Argentine pesos, as the official Argentine exchange rate weakened compared to the U.S. dollar throughout the year. In addition, we may have foreign currency losses from government-controlled currency devaluations, such as the foreign currency losses we recorded in fiscal 2023 related to the impact of the sharp devaluation of the Argentine peso that was guided by the Argentine central bank. Due to the geographic diversity of our operations, weaknesses in some currencies might be offset by strengths in others over time. In addition, we are exposed to adverse changes in interest rates. We use a combination of commercial paper and borrowings under our Credit Agreements to meet our short-term cash needs, with borrowings intra-quarter that may be higher than at quarter-end. As this debt is at variable interest rates, the higher interest rate environment as compared to recent years increases our borrowing costs. We manage both these risks through normal operating and financing activities and, when deemed appropriate, through the use of derivative instruments as well as foreign currency debt. We cannot be certain, however, that we will be successful in reducing the risks inherent in exposures to foreign currency and interest rate fluctuations.

Any future outbreak of a widespread health epidemic could materially and adversely impact our business in the future.

Our global operations expose us to risks associated with public health crises and outbreaks of epidemics, pandemics, or contagious diseases, such as the outbreak of a novel strain of coronavirus beginning in December 2019 (“COVID-19”). A global health crisis could have a serious adverse impact on the economy and on our business, results of operations and cash flows as the COVID-19 pandemic and associated containment efforts did in fiscal 2020. Specifically, a pandemic or future global health crisis may disrupt operations at our customers and reduce demand for our products, require or cause us to cease operations or idle production lines at our facilities, could materially affect our ability to adequately staff and maintain our operations, including in the event government authorities impose mandatory closures, such as those imposed in China as part of that country’s “Zero COVID” policy, work-from-home orders and social distancing protocols, and seek voluntary facility closures and impose other restrictions to mitigate the further spread of disease. A global health crisis could also disrupt our supply chain and materially and adversely impact our ability to secure supplies for our facilities and to provide personal protective equipment for our employees, which could materially and adversely affect our operations. For example, the COVID-19 pandemic has also contributed to increased costs and decreased availability of labor and materials for construction projects, and these factors have increased the costs of our capital improvement projects and delayed our completion of such projects. Factors that will influence the impact on our business and operations include the duration and extent of the pandemic, the extent of imposed or recommended containment and mitigation measures and their impact on our operations and the operations of our customers, and the general economic consequences of the pandemic.

We have entered into a number of derivative contracts with financial counterparties. The effectiveness of these contracts is dependent on the ability of these financial counterparties to perform their obligations and their nonperformance could harm our financial condition.

We have entered into forward foreign currency contracts and cross-currency swaps as part of our financial risk management strategy. The effectiveness of our risk management program using these instruments is dependent, in part, upon the counterparties to these contracts honoring their financial obligations. If any of our counterparties are unable to perform their obligations in the future, we could be exposed to increased earnings and cash flow volatility due to an instrument’s failure to hedge or adequately address a financial risk.

21


Technology Risks

We may not be successful achieving our growth expectations from new products, new applications and technology developments, and money we spend on these efforts may not result in an increase in revenues or profits commensurate with our investment.

We may not be successful achieving our growth expectations from developing new products or product applications. Moreover, we cannot be certain that the costs we incur investing in new product and technology development will result in an increase in revenues or profits commensurate with our investment or within the time period we expect. For example, our investments to further develop our E2C® solutions, inkjet dispersions and inks, and battery materials applications may not result in the earnings growth expectations on which these investments are being made, or we may not realize such growth in line with our expectations when we made such investments. Similarly, we cannot be certain that the investments we are making in our EVOLVE® Sustainable Solutions technology platform to develop products for our customers using sustainable reinforcing carbons from renewable or recycled materials or using processes that result in lower GHG emissions will be successful, including within the time period our customers expect. In addition, the timely commercialization of products that we are developing may be disrupted or delayed by manufacturing or other technical difficulties, market acceptance or insufficient market size to support a new product, competitors’ new products, and difficulties in moving from the experimental stage to the production stage. These disruptions or delays could affect our future business results.

The continued protection of our patents, trade secrets and other proprietary intellectual property rights areis important to our success.

Our patents, trade secrets and other intellectual property rights are important to our success and competitive position. We own various patents and other intellectual property rights in the U.S. and other countries covering many of our products, as well as processes and product uses. Where we believe patent protection is not appropriate or obtainable, we rely on trade secret laws and practices to protect our proprietary technology and processes, such as physical security, limited dissemination and access and confidentiality agreements with our employees, customers, consultants, business partners, potential licensees and others to protect our trade secrets and other proprietary information. However, trade secrets can be difficult to protect and the protective measures we have put in place may not prevent disclosure or unauthorized use of our proprietary information or provide an adequate remedy in the event of misappropriation or other violations of our proprietary rights. In addition, we are a licensee of various patents and intellectual property rights belonging to others in the U.S. and other countries. Because the laws and enforcement mechanisms of some countries may not allow us to protect our proprietary rights to the same extent as we are able to do in the U.S., the strength of our intellectual property rights will vary from country to country.

Irrespective of our proprietary intellectual property rights, we may be subject to claims that our products, processes or product uses infringe the intellectual property rights of others. These claims, even if they are without merit, could be expensive and time consuming to defend and if we were to lose such claims, we could be enjoined from selling our products or using our processes and/or be subject to damages, or be required to enter into licensing agreements requiring royalty payments and/or use restrictions. Licensing agreements may not be available to us, or if available, may not be available on acceptable terms.

Natural disastersPortfolio Management, Capacity Expansion and Integration Risks

Any failure to realize benefits from acquisitions, alliances or joint ventures or to achieve our portfolio management objectives could adversely affect future financial results.

In achieving our strategic plan objectives, we may pursue acquisitions, alliances or joint ventures intended to complement or expand our existing businesses globally or add product technology, or both. The success of acquisitions of businesses, new technologies and products, or arrangements with third parties is not always predictable and we may not be successful in realizing our objectives as anticipated. We may not be able to integrate any acquired businesses successfully into our existing businesses, make such businesses profitable, or realize anticipated cost savings or synergies, if any, from these acquisitions, which could adversely affect our business results. In addition to strategic acquisitions, we evaluate our portfolio in light of our objectives and alignment with our growth strategy. In implementing this strategy, we may not be successful in separating non-strategic assets. The gains or losses on the divestiture of, or lost operating income from, such assets may affect our earnings. Moreover, we have in the past, and may again in the future, incur asset impairment charges related to acquisitions or divestitures that reduce earnings. As described in Note D in Item 8 below under the heading “Divestitures”, we recorded an asset impairment charge and a loss on sale of business in fiscal 2022 in connection with the disposition of our Purification Solutions business.

22


Plant capacity expansions and site development projects may impact existing plant operations, be delayed and/or not achieve the expected benefits.

Our ability to complete capacity expansions and financial results.

We operate facilities in areassite development projects, including capacity conversions from reinforcing carbons to specialty carbons and other site development projects, as planned may be delayed or interrupted by the need to obtain environmental and other regulatory approvals, unexpected cost increases, availability of the world that are exposed to naturallabor and materials, unforeseen hazards such as floods, windstorms, hurricanes,weather conditions, and earthquakes. Such eventsother risks customarily associated with construction projects. These risks include the risk that existing plant operations are disrupted as well as the risk associated with delays in the start-up of operations using new technologies, which disruptions could disruptmake it difficult for us to meet our supplycustomer needs. Moreover, in the case of raw materialscapacity expansions, the cost of these activities could have a negative impact on the financial performance of the relevant business until capacity utilization at the particular facility is sufficient to absorb the incremental costs associated with an expansion. In addition, our ability to expand capacity in emerging regions depends in part on economic and political conditions in these regions and, in some cases, on our ability to establish operations, construct additional manufacturing capacity or otherwise affect production, transportation and delivery of our products or affect demand for our products.form strategic business alliances.

15Item 1B. Unresolved Staff Comments


Item 1B.

Unresolved Staff Comments

None.

Item  2.

Properties

Item 2. Properties

Cabot’s corporate headquarters are in leased office space in Boston, Massachusetts. We also own or lease office, manufacturing, storage, distribution, marketing and research and development facilities in the U.S. and in foreign countries. The locations of our principal manufacturing and/or administrative facilities are set forth in the table below. Unless otherwise indicated, all the properties are owned.

Location by Region

Reinforcement


Materials

Performance


Chemicals

Purification

Solutions

Specialty Fluids

Americas Region

Alpharetta, Georgia*(1)

X

X

X

X

Tuscola, Illinois

X

Canal, LouisianaCarrollton, Kentucky**

X

X

Ville Platte,Franklin, Louisiana

X

X

Billerica, MassachusettsVille Platte, Louisiana

X

X

X

X

Haverhill,Billerica, Massachusetts

X

X

Midland, MichiganHaverhill, Massachusetts

X

Pryor, OklahomaMidland, Michigan

X

Marshall,Pampa, Texas

X

X

Pampa, TexasCampana, Argentina

X

X

Campana, ArgentinaMaua, Brazil

X

X

Maua, BrazilSao Paulo, Brazil*(1)

X

X

Sao Paulo, Brazil*(1)Saint-Jean-sur-Richelieu, Québec, Canada

X

X

X

X

Lac du Bonnet, Manitoba, Canada**Sarnia, Ontario, Canada

X

X

Saint-Jean-sur-Richelieu, Québec, CanadaCartagena, Colombia

X

X

Sarnia, Ontario, CanadaAltamira, Mexico

X

X

Cartagena, Colombia

X

Altamira, Mexico

X

Europe, Middle East and Africa Region

Loncin, Belgium

X

Pepinster, Belgium

X

Valasske Mezirici (Valmez), Czech Republic**

X

Port Jerome, France**

X

Frankfurt, Germany*

X

Rheinfelden, GermanyMünster, Germany*

X

Ravenna, Italy (2 plants)Rheinfelden, Germany

X

X

Riga, Latvia*(1)Ravenna, Italy

X

X

X

X

Bergen, Norway*Riga, Latvia*(1)

X

X

Schaffhausen, Switzerland*

X

X

X

X

Botlek, Netherlands**

X

X

Amersfoort, Netherlands*

X

Klazienaveen, Netherlands

X

Zaandam, Netherlands

X

Dubai, United Arab Emirates*

X

Purton, United Kingdom (England)

X

Aberdeen, United Kingdom (Scotland)*

X

Glasgow, United Kingdom (Scotland)

X

Barry, United Kingdom (Wales)**

X

16

23


Location by Region

Reinforcement


Materials

Performance


Chemicals

Purification

Solutions

Specialty Fluids

Asia Pacific Region

Jiangsu Province, China**

X

Jiangxi Province, China**

X

Tianjin, China** (2 plants)

X

X

Shanghai, China*(1)

X

X

X

X

Shanghai, China** (plant)

X

Xingtai City, China**

X

Mumbai, India*Wuhai, China**

X

X

X

Cilegon, Indonesia*Shenzhen, China**

X

X

Jakarta, Indonesia*(1)Zhuhai, China**

X

X

X

X

Chiba, JapanMumbai, India*

X

X

Shimonoseki, Japan*Cilegon, Indonesia**

X

X

Tokyo, Japan*Jakarta, Indonesia*(1)

X

X

X

X

Chiba, Japan

X

Shimonoseki, Japan**

X

Tokyo, Japan*(1)

X

X

Port Dickson, Malaysia**

X

(1)
Business service center

* Leased premises

(1)

Business service center

*

Leased premises

**

Building(s) owned by Cabot on leased land

** Building(s) owned by Cabot on leased land

We conduct research and development for our various businesses primarily at facilities in Billerica, Massachusetts; Amersfoort, Netherlands; Pampa, Texas; Pepinster, Belgium; Frankfurt and Münster, Germany; and Zhuhai and Shanghai, China.

OurWith our existing manufacturing plants and planned expansions, we generally have sufficient production capacity to meet current requirements and expected near-term growth. These plants are generally well maintained, in good operating condition and suitable and adequate for their intended use. Our administrative offices and other facilities are suitable and adequate for their intended purposes.

1724


Item  3.

Legal Proceedings

Cabot is a party in various lawsuits and environmental proceedings wherein substantial amounts are claimed. The following is a description of the significantAdditional information regarding legal proceedings pending on September 30, 2017, unless otherwise specified.

Environmental Proceedings

In November 2013, Cabot entered into a Consent Decree with the EPA and the Louisiana Department of Environmental Quality (“LDEQ”) regarding Cabot’s three carbon black manufacturing facilities in the U.S. This settlement is related to the EPA’s national enforcement initiative focused on the U.S. carbon black manufacturing sector alleging non-compliance with certain regulatory and permitting requirements under The Clean Air Act, including the New Source Review (“NSR”) construction permitting requirements. Pursuant to this settlement,involving Cabot is disclosed in the process of installing technology controls for sulfur dioxide and nitrogen oxide. We expect that the total capital costs to install these controls will be between $100 million and $150 million and will be incurred through calendar year 2021. Continental Carbon settled with the EPA on similar termsNote S in 2015. It is expected that other carbon black manufacturers will also settle with the EPA on similar terms.

We continue to perform certain sampling and remediation activities at a former pine tar manufacturing site in Gainesville, Florida that we sold in the 1960s. Those activities are pursuant to a formal Record of Decision and 1991 Consent Decree with the EPA. Cabot installed a groundwater treatment system at the site in the early 1990s, and that system is still in operation. We have also been requested by the EPA and other stakeholders to carry out various other additional work at the site, the scope of which has yet to be fully determined. We continue to work cooperatively with the EPA, the Florida Department of Environmental Protection and the local authorities on this matter.

As of September 30, 2017, we had a $12 million reserve for environmental remediation costs at various sites. The operation and maintenance component of this reserve was $4 million. The $12 million reserve represents our current best estimate of costs likely to be incurred for remediation based on our analysis of the extent of cleanup required, alternative cleanup methods available, the ability of other responsible parties to contribute and our interpretation of laws and regulations applicable to each of our sites.

 Other Proceedings

Respirator Liabilities

We have exposure in connection with a safety respiratory products business that a subsidiary acquired from American Optical Corporation (“AO”) in an April 1990 asset purchase transaction. The subsidiary manufactured respiratorsItem 8 below, under the AO brand and disposed of that business in July 1995. In connection with its acquisition of the business, the subsidiary agreed, in certain circumstances, to assume a portion of AO’s liabilities, including costs of legal fees together with amounts paid in settlements and judgments, allocable to AO respiratory products used prior to the 1990 purchaseheading “Contingencies”, which disclosure is incorporated herein by the Cabot subsidiary. In exchange for the subsidiary’s assumption of certain of AO’s respirator liabilities, AO agreed to provide to the subsidiary the benefits of: (i) AO’s insurance coverage for the period prior to the 1990 acquisition and (ii) a former owner’s indemnity of AO holding it harmless from any liability allocable to AO respiratory products used prior to May 1982.reference.

Generally, these respirator liabilities involve claims for personal injury, including asbestosis, silicosis and coal worker’s pneumoconiosis, allegedly resulting from the use of respirators that are alleged to have been negligently designed and/or labeled. Neither Cabot, nor its past or present subsidiaries, at any time manufactured asbestos or asbestos-containing products. At no time did this respiratory product line represent a significant portion of the respirator market.Item 4. Mine Safety Disclosures

The subsidiary transferred the business to Aearo Corporation (“Aearo”) in July 1995. Cabot agreed to have the subsidiary retain certain liabilities associated with exposure to asbestos and silica while using respirators prior to the 1995 transaction so long as Aearo paid, and continues to pay, Cabot an annual fee of $400,000. Aearo can discontinue payment of the fee at any time, in which case it will assume the responsibility for and indemnify Cabot against those liabilities which Cabot’s subsidiary had agreed to retain. We anticipate that we will continue to receive payment of the $400,000 fee from Aearo and thereby retain these liabilities for the foreseeable future. We have no liability in connection with any products manufactured by Aearo after 1995.

In addition to Cabot’s subsidiary and as described above, other parties are responsible for significant portions of the costs of respirator liabilities, leaving Cabot’s subsidiary with a portion of the liability in only some of the pending cases. These parties include Aearo, AO, AO’s insurers, another former owner and its insurers, and a third-party manufacturer of respirators formerly sold under the AO brand and its insurers (collectively, with Cabot’s subsidiary, the “Payor Group”).

18


As of September 30, 2017 and 2016, there were approximately 37,000 and 38,000 claimants, respectively, in pending cases asserting claims against AO in connection with respiratory products. Cabot has contributed to the Payor Group’s defense and settlement costs with respect to a percentage of pending claims depending on several factors, including the period of alleged product use. In order to quantify our estimated share of liability for pending and future respirator liability claims, we have engaged, through counsel, the assistance of Hamilton, Rabinovitz & Alschuler, Inc. (“HR&A”), a leading consulting firm in the field of tort liability valuation. The methodology used by HR&A addresses the complexities surrounding our potential liability by making assumptions about future claimants with respect to periods of asbestos, silica and coal mine dust exposure and respirator use. Using those and other assumptions, HR&A estimates the number of future asbestos, silica and coal mine dust claims that will be filed and the related costs that would be incurred in resolving both currently pending and future claims. On this basis, HR&A then estimates the value of the share of these liabilities that reflect our period of direct manufacture and our contractual obligations. Based on the HR&A estimates, as of September 30, 2017, we had $18 million reserved for our estimated share of liability for pending and future respirator claims. We made payments related to our respirator liability of $3 million in both fiscal 2017 and fiscal 2016 and $2 million in fiscal 2015.

Our current estimate of the cost of our share of existing and future respirator liability claims is based on facts and circumstances existing at this time. Developments that could affect our estimate include, but are not limited to, (i) significant changes in the number of future claims, (ii) changes in the rate of dismissals without payment of pending claims, (iii) significant changes in the average cost of resolving claims, (iv) significant changes in the legal costs of defending these claims, (v) changes in the nature of claims received, (vi) changes in the law and procedure applicable to these claims, (vii) the financial viability of members of the Payor Group, (viii) a change in the availability of the insurance coverage of the members of the Payor Group or the indemnity provided by AO’s former owner, (ix) changes in the allocation of costs among the Payor Group, and (x) a determination that the assumptions that were used to estimate our share of liability are no longer reasonable. We cannot determine the impact of these potential developments on our current estimate of our share of liability for these existing and future claims. Accordingly, the actual amount of these liabilities for existing and future claims could be different than the reserved amount.

Other Matters

We have various other lawsuits, claims and contingent liabilities arising in the ordinary course of our business and with respect to our divested businesses. We do not believe that any of these matters will have a material adverse effect on our financial position; however, litigation is inherently unpredictable. We could incur judgments, enter into settlements or revise our expectations regarding the outcome of certain matters, and such developments could have a material impact on our results of operations in the period in which the amounts are accrued or our cash flows in the period in which the amounts are paid.

Item  4.

Mine Safety Disclosures

Not applicable.

Information about our Executive Officers of the Registrant

Set forth below is certain information about Cabot’s executive officers as of November 22, 2017.13, 2023.

Sean D. Keohane, age 50,56, is President and Chief Executive Officer and a member of Cabot’s Board of Directors, positions he has held since March 2016. Mr. Keohane joined Cabot in August 20022002. From November 2014 until March 2016 he was Executive Vice President and was named General ManagerPresident of Performance Chemicals in May 2008.Reinforcement Materials. From March 2012 until November 2014, he was Senior Vice President and President of Performance Chemicals, and from November 2014May 2008 until March 20162012, he was Executive Vice President and PresidentGeneral Manager of Reinforcement Materials.Performance Chemicals. He was appointed Vice President in March 2005, Senior Vice President in March 2012 and Executive Vice President in November 2014. He was a member of the Interim Office of the Chief Executive Officer, (the “CEO Office”), which was in place from December 2015 until March 2016.

Eduardo E. Cordeiro,Erica McLaughlin, age 50,47, is Executive Vice President, Chief Financial Officer and Head of Corporate Strategy. Ms. McLaughlin joined Cabot in 2002. She was elected Executive Vice President effective December 2022, Senior Vice President and Chief Financial Officer in May 2018, and in October 2018 she assumed responsibility for Corporate Strategy and Development. From June 2016 until May 2018 she was Vice President of the Americas region. Mr. Cordeiro joined Cabot in 1998 and has served in a variety of leadership positions, including Corporate Controller, General Manager of the Fumed Metal Oxides businessBusiness Operations for Reinforcement Materials and General Manager of the Company’s former tantalum business. Hetire business, and from July 2011 until June 2016, she was responsible for Corporate Strategy from May 2008 until February 2009, when he became Cabot’s Chief Financial Officer. Mr. Cordeiro was appointed Vice President in March 2003of Investor Relations and Executive Vice President in March 2009. He was a member of the CEO Office, which was in place from December 2015 until March 2016.

Nicholas S. Cross, age 56, is Executive Vice President and President of Performance Chemicals and the Europe, Middle East and Africa (“EMEA”) region. Mr. Cross joined Cabot in September 2009 as President of the EMEA region and was appointed President of Advanced Technologies in January 2013 and President of Performance Chemicals in November 2014. He was appointed Vice President upon joining Cabot in 2009, Senior Vice President in March 2012 and Executive Vice President in November 2014.Corporate Communications. Prior to joining Cabot, Mr. CrossJuly 2011, she held a variety of leadership positions in BP plc’s Chemicals, OilFinance and Gas businesses, including Director of Chemicals Strategy and Head of International NGLs. He was a member of the CEO Office, which was in place from December 2015 until March 2016.Corporate Planning.

19


BrianKaren A. Berube,Kalita, age 55,44, is Senior Vice President and General Counsel. Mr. BerubeMs. Kalita joined Cabot in 1994 as an attorney2008. Prior to assuming her current position in June 2019, she held several key positions in Cabot’s law departmentLaw Department, including Chief Counsel to the Company’s Reinforcement Materials segment from November 2015 to June 2019 and became Deputy General Counsel inPurification Solutions segment from June 2001, Business General Counsel in March 2002,2013 to June 2019, and General Counsel in March 2003. He was interim Chief Human Resources Officer from July 2016 until March 2017. Mr. Berube was appointed Vice President in March 2002 and Senior Vice President in March 2012. He was a member ofsenior legal counsel to the CEO Office, whichCompany’s previous Advanced Technologies segment. Prior to joining the Company, Ms. Kalita was in place from December 2015 until March 2016.private practice at WilmerHale LLP in Boston, MA.

Hobart C. Kalkstein, age 47,53, is SeniorExecutive Vice President and President, of Reinforcement Materials.Materials Segment and President, Americas Region. Mr. Kalkstein joined Cabot in 2005. Since joining the Company, he has held several key management positions.He was elected Executive Vice President effective December 2022, and Senior Vice President and President, Reinforcement Materials Segment and President, Americas Region in April 2016. Prior to assuming his current role in April 2016,this, he was Vice President of Corporate Strategy and Development from December 2015 to April 2016. From October 2013 to December 2015, he served as Vice President of Global Business Operations for Purification Solutions and from November 2012 to December 2015 as General Manager of Global Emission Control Solutions for Purification Solutions, and from January 2012 to November 2012 he served as Vice President of Business Operations and Executive Director of Marketing and Business Strategy for Performance Chemicals. Prior to that, he served as General Manager of the Aerogel business from October 2007 to February 2010. He was appointed Senior Vice President in April 2016.

Friedrich von Gottberg,Jeff Zhu, age 49,55, is SeniorExecutive Vice President and President, of Purification SolutionsPerformance Chemicals Segment and interim Chief Technology Officer.President, Asia Pacific Region. Mr. von GottbergZhu joined Cabot in 1997. Since joining the Company, he has held a variety of leadership positions in Research and Development and Finance. Prior to assuming his current role in January 2013, he2012. He was elected Executive Vice President of the New Business Group from March 2008 until March 2012,effective December 2022 and Senior Vice President and President, Performance Additives business and President, Asia Pacific Region in October 2019. Prior to this, he had served as President, Asia Pacific Region since joining Cabot. Prior to joining Cabot, Mr. Zhu served in a variety of Advanced Technologiesregional and global business leadership roles at Rhodia from March 20121994 until January 2013. He was appointed interim Chief Technology Officer in May 2017.2010, including Asia Pacific regional commercial director from 1994 to 2002, regional vice president and general manager of Rhodia Novacare Asia Pacific from 2002 to 2008, and vice president and global director of Rhodia electronics and catalysis from 2008 to 2010. In addition, Mr. von Gottberg was appointed Vice President in March 2005Zhu served as head of global pulp and Senior Vice President in Marchpaper sales at Asia Pacific Resources International Holdings Limited from 2010 to 2012.

2025


PART II

Item  5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Cabot’s common stock is listed for trading (symbol CBT) on the New York Stock Exchange. As of November 17, 2017,13, 2023, there were 697508 holders of record of Cabot’s common stock. The tables below show the high and low sales price for Cabot’s common stock for each of the fiscal quarters ended December 31, March 31, June 30, and September 30 and the quarterly cash dividend paid on Cabot’s common stock for the past two fiscal years.

Stock Price and Dividend Data

 

 

Quarters Ended

 

 

 

December 31

 

 

March 31

 

 

June 30

 

 

September 30

 

Fiscal 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends per share

 

$

0.30

 

 

$

0.30

 

 

$

0.315

 

 

$

0.315

 

Price range of common stock:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

High

 

$

54.24

 

 

$

60.72

 

 

$

61.34

 

 

$

56.45

 

Low

 

$

47.99

 

 

$

50.67

 

 

$

50.21

 

 

$

50.56

 

Fiscal 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends per share

 

$

0.22

 

 

$

0.22

 

 

$

0.30

 

 

$

0.30

 

Price range of common stock:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

High

 

$

44.23

 

 

$

49.62

 

 

$

50.68

 

 

$

53.48

 

Low

 

$

31.03

 

 

$

36.12

 

 

$

42.27

 

 

$

43.95

 

Issuer Purchases of Equity Securities

The table below sets forth information regarding Cabot’s purchases of its equity securities during the quarter ended September 30, 2017:2023:

Period

 

Total Number
of Shares
Purchased
(1)(2)

 

 

Average
Price Paid
per Share

 

 

Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
(1)

 

 

Maximum Number (or
Approximate Dollar
Value) of Shares that
May Yet Be Purchased
Under the Plans or
Programs
(1)

 

July 1, 2023 — July 31, 2023

 

 

 

 

$

 

 

 

 

 

 

3,691,572

 

August 1, 2023 — August 31, 2023

 

 

430,000

 

 

$

70.66

 

 

 

430,000

 

 

 

3,261,572

 

September 1, 2023 — September 30, 2023

 

 

276,602

 

 

$

70.95

 

 

 

276,602

 

 

 

2,984,970

 

Total

 

 

706,602

 

 

 

 

 

 

706,602

 

 

 

 

Period

 

Total Number

of Shares

Purchased(1)

 

 

Average

Price Paid

per Share

 

 

Total Number of

Shares Purchased

as Part of Publicly

Announced Plans

or Programs(1)

 

 

Maximum Number (or

Approximate Dollar

Value) of Shares that

May Yet Be Purchased

Under the Plans or

Programs(1)

 

July 1, 2017 — July 31, 2017

 

 

 

 

$

 

 

 

 

 

 

2,065,824

 

August 1, 2017 — August 31, 2017

 

 

205,000

 

 

$

52.09

 

 

 

205,000

 

 

 

1,860,824

 

September 1, 2017 — September 30, 2017

 

 

145,000

 

 

$

53.04

 

 

 

145,000

 

 

 

1,715,824

 

Total

 

 

350,000

 

 

 

 

 

 

 

350,000

 

 

 

 

 

(1)

(1)

On January 13, 2015, Cabot publicly announced that the Board of Directors authorized the Company to repurchase up to fiveOn July 13, 2018, Cabot publicly announced that the Board of Directors authorized the Company to repurchase up to an additional ten million shares of its common stock on the open market or in privately negotiated transactions. The prior repurchase authorization was terminated at that time. The current authorization does not have a set expiration date.

Item  6.

Selected Financial Data

On November 18, 2013, Cabot purchased all of its joint venture partner’s common stock on the open market or in NHUMO, S.A. de C.V. (“NHUMO”), which representedprivately negotiated transactions, increasing the amount of shares available for repurchase at that time to approximately 60%eleven million shares. The current authorization does not have a set expiration date.

(2)
Total number of shares purchased does not include 881 shares withheld to pay taxes on the vesting of equity awards made under the Company's equity incentive plans or to pay the exercise price of options exercised during the period.

26


Comparative Stock Performance

The graph compares the cumulative total stockholder return on Cabot common stock for the five-year period ended September 30, 2023 with the S&P 400 Chemical Index and the S&P Midcap 400 Index. The comparisons assume the investment of $100 on October 1, 2018 in Cabot’s common stock and in each of the outstanding commonindices and the reinvestment of all dividends.

We have historically included the S&P 500 Chemical Index as a point of reference in our Comparative Stock Performance chart; however, we have made the decision to remove the S&P 500 Chemical Index from this chart beginning with our next Annual Report on Form 10-K. The decision to remove the S&P 500 Chemical Index was based on our belief that the S&P 500 Chemical Index is no longer the most relevant benchmark for assessing our stock performance due to Cabot's smaller size relative to the companies in that index.

We are adding the S&P 400 Chemical Index, which we believe provides a more representative index based on our market capitalization.

The stock price performance on the graph below is not necessarily indicative of future price performance.

img132887165_0.jpg 

The information included under the heading comparative stock performance in Item 5 shall not be deemed to be “soliciting material” or subject to Regulation 14A, shall not be deemed “filed” for purposes of Section 18 of the joint venture. PriorExchange Act, or otherwise be subject to this transaction, the Company owned approximately 40%liabilities of the outstanding common stock of NHUMO, and the NHUMO entity was accounted for as an equity affiliate of the Company. The results of fiscal 2014that section, nor shall it be deemed incorporated by reference in the table below include 11 months of results at 100% consolidation and one month of results accounted forany filing under the equity method at 40%.Securities Act of 1933, as amended, or the Exchange Act.

27


Item 7. Management’s Discussion and Analysis of Financial Condition and Results for fiscal 2013 are reported under the equity method at 40%.of Operations

21


The Company completed the sale of its Security Materials business on July 31, 2014. The results of operations for this business for all periods presented are reflected as discontinued operations in the Consolidated Statements of Operations.

 

 

Years Ended September 30

 

 

 

2017

 

 

2016

 

 

2015

 

 

2014

 

 

2013

 

 

 

(In millions, except per share amounts and ratios)

 

Consolidated Net Income (Loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales and other operating revenues

 

$

2,717

 

 

$

2,411

 

 

$

2,871

 

 

$

3,647

 

 

$

3,456

 

Gross profit

 

 

652

 

 

 

578

 

 

 

585

 

 

 

721

 

 

 

633

 

Selling and administrative expenses

 

 

260

 

 

 

275

 

 

 

282

 

 

 

326

 

 

 

297

 

Research and technical expenses

 

 

56

 

 

 

53

 

 

 

58

 

 

 

60

 

 

 

68

 

Purification Solutions long-lived assets impairment charge

 

 

 

 

 

 

 

 

210

 

 

 

 

 

 

 

Purification Solutions goodwill impairment charge

 

 

 

 

 

 

 

 

352

 

 

 

 

 

 

 

Income (loss) from operations

 

 

336

 

 

 

250

 

 

 

(317

)

 

 

335

 

 

 

268

 

Net interest expense and other charges(1)

 

 

(48

)

 

 

(56

)

 

 

(60

)

 

 

(27

)

 

 

(58

)

Income (loss) from continuing operations (2)

 

 

288

 

 

 

194

 

 

 

(377

)

 

 

308

 

 

 

210

 

(Provision) benefit for income taxes (3)

 

 

(29

)

 

 

(34

)

 

 

45

 

 

 

(92

)

 

 

(60

)

Equity in earnings of affiliated companies

 

 

7

 

 

 

3

 

 

 

4

 

 

 

 

 

 

11

 

Income (loss) from discontinued operations, net of tax

 

 

 

 

 

1

 

 

 

2

 

 

 

2

 

 

 

(1

)

Net income (loss)

 

 

266

 

 

 

164

 

 

 

(326

)

 

 

218

 

 

 

160

 

Net income attributable to noncontrolling interests, net

   of tax

 

 

25

 

 

 

15

 

 

 

8

 

 

 

19

 

 

 

7

 

Net income (loss) attributable to Cabot Corporation

 

$

241

 

 

$

149

 

 

$

(334

)

 

$

199

 

 

$

153

 

Common Share Data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted net income (loss) attributable to Cabot

   Corporation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

$

3.80

 

 

$

2.34

 

 

$

(5.29

)

 

$

3.01

 

 

$

2.37

 

Income (loss) from discontinued operations

 

 

 

 

 

0.02

 

 

 

0.02

 

 

 

0.02

 

 

 

(0.01

)

Net income (loss) attributable to Cabot Corporation

 

$

3.80

 

 

$

2.36

 

 

$

(5.27

)

 

$

3.03

 

 

$

2.36

 

Dividends

 

$

1.23

 

 

$

1.04

 

 

$

0.88

 

 

$

0.84

 

 

$

0.80

 

Closing prices

 

$

55.80

 

 

$

52.41

 

 

$

31.56

 

 

$

50.77

 

 

$

42.71

 

Weighted-average diluted shares outstanding—

   millions

 

 

62.7

 

 

 

62.9

 

 

 

63.4

 

 

 

65.1

 

 

 

64.5

 

Shares outstanding at year end—millions

 

 

61.9

 

 

 

62.2

 

 

 

62.5

 

 

 

64.4

 

 

 

64.0

 

Consolidated Financial Position

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets(4)

 

$

1,262

 

 

$

1,047

 

 

$

1,004

 

 

$

1,364

 

 

$

1,495

 

Net property, plant, and equipment

 

 

1,305

 

 

 

1,290

 

 

 

1,383

 

 

 

1,581

 

 

 

1,600

 

Other assets(4)

 

 

747

 

 

 

698

 

 

 

676

 

 

 

1,139

 

 

 

1,138

 

Total assets

 

$

3,314

 

 

$

3,035

 

 

$

3,063

 

 

$

4,084

 

 

$

4,233

 

Current liabilities(4)

 

$

742

 

 

$

397

 

 

$

440

 

 

$

630

 

 

$

844

 

Long-term debt(4)

 

 

661

 

 

 

914

 

 

 

967

 

 

 

1,004

 

 

 

1,020

 

Other long-term liabilities(4)

 

 

310

 

 

 

352

 

 

 

318

 

 

 

386

 

 

 

286

 

Cabot Corporation stockholders’ equity

 

 

1,480

 

 

 

1,274

 

 

 

1,234

 

 

 

1,942

 

 

 

1,951

 

Noncontrolling interests

 

 

121

 

 

 

98

 

 

 

104

 

 

 

122

 

 

 

132

 

Total liabilities and stockholders’ equity

 

$

3,314

 

 

$

3,035

 

 

$

3,063

 

 

$

4,084

 

 

$

4,233

 

Selected Financial Ratios

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net debt to capitalization ratio(5)

 

 

29

%

 

 

35

%

 

 

41

%

 

 

33

%

 

 

36

%

Adjusted return on net assets(6)

 

 

13

%

 

 

11

%

 

 

9

%

 

 

10

%

 

 

9

%

(1)

Net interest expense and other charges includes foreign currency activity as follows: a loss of $4 million for fiscal 2017, a gain of $5 million for fiscal 2016, a loss of $8 million for fiscal 2015, a loss of $2 million for fiscal 2014, and a gain of $2 million for fiscal 2013.

(2)

Income (loss) from continuing operations includes certain items as presented in the table below. A discussion of certain items is included in Definition of Terms and Non-GAAP Financial Measures in Results of Operations.


 

 

Years Ended September 30

 

 

 

2017

 

 

2016

 

 

2015

 

 

2014

 

 

2013

 

 

 

(In millions)

 

Global restructuring activities (Note N)

 

$

(3

)

 

$

(47

)

 

$

(21

)

 

$

(29

)

 

$

(35

)

Legal and environmental matters and reserves

 

 

1

 

 

 

(17

)

 

 

 

 

 

(18

)

 

 

(1

)

Acquisition and integration-related charges

 

 

 

 

 

 

 

 

(5

)

 

 

(7

)

 

 

(21

)

Employee benefit plan settlement and other charges

   (Note L)

 

 

 

 

 

 

 

 

(21

)

 

 

 

 

 

 

Impairment of goodwill and long-lived assets of

   Purification Solutions (Note E)

 

 

 

 

 

 

 

 

(562

)

 

 

 

 

 

 

Non-recurring gain (loss) on foreign exchange

 

 

 

 

 

(11

)

 

 

(2

)

 

 

(3

)

 

 

3

 

Gain on existing investment in NHUMO

 

 

 

 

 

 

 

 

 

 

 

29

 

 

 

 

Inventory adjustment (Note C)

 

 

 

 

 

 

 

 

(6

)

 

 

 

 

 

 

Executive transition costs

 

 

 

 

 

(6

)

 

 

 

 

 

 

 

 

 

Other certain items

 

 

(1

)

 

 

 

 

 

 

 

 

 

 

 

 

Total certain items, pre-tax

 

 

(3

)

 

 

(81

)

 

 

(617

)

 

 

(28

)

 

 

(54

)

Tax-related certain items:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax impact of certain items(a)

 

 

1

 

 

 

31

 

 

 

94

 

 

 

17

 

 

 

10

 

Tax impact of certain foreign exchange gains (losses)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(12

)

Discrete tax items

 

 

25

 

 

 

 

 

 

13

 

 

 

(17

)

 

 

11

 

Total tax-related certain items

 

 

26

 

 

 

31

 

 

 

107

 

 

 

 

 

 

9

 

Total certain items, net of tax

 

$

23

 

 

$

(50

)

 

$

(510

)

 

$

(28

)

 

$

(45

)

(a)

The tax impact of certain items is determined by (1) starting with the current and deferred income tax expense or benefit, included in Net income attributable to Cabot Corporation, and (2) subtracting the tax expense or benefit on “adjusted earnings”. Adjusted earnings is defined as the pre-tax income attributable to Cabot Corporation excluding certain items. The tax expense or benefit on adjusted earnings is calculated by applying the operating tax rate, as defined under the section Definition of Terms and Non-GAAP Financial Measures in Results of Operations, to adjusted earnings.

(3)

The Company’s effective tax rate for fiscal 2017 was a provision of 10% which includes net discrete tax benefits of $25 million, composed of net tax benefits of $16 million associated with the generation of excess foreign tax credits upon repatriation of previously taxed foreign earnings and the accrual of U.S. tax on certain foreign earnings, a net tax benefit of $6 million from a change in valuation allowance on a beginning of year tax balance, net tax benefits of $4 million for various return to provision adjustments related to tax return filings and net tax charges of $1 million related to other miscellaneous tax items. The Company’s effective tax rate for fiscal 2016 was a provision of 18%, which included less than $1 million of discrete tax charges, composed of charges of $5 million for valuation allowances on beginning of the year tax balances, partially offset by benefits of $3 million for a currency loss and $1 million each for the renewal of the U.S. research and experimentation credit and net tax settlements. The Company’s effective tax rate for fiscal 2015 was a benefit of 12%, which included $13 million of discrete tax benefits composed of $7 million for tax settlements, $4 million for repatriation, and $2 million for the renewal of the U.S. research and experimentation credit. The Company’s effective tax rate for fiscal 2014 was a provision of 30% which included net discrete charges of $17 million, composed of a $20 million charge for a valuation allowance, offset by $3 million of net tax benefit primarily related to tax settlements. The Company’s effective tax rate for fiscal 2013 was a provision of 28% which included net discrete charges of $3 million, composed of a $13 million foreign currency related charge, offset by $10 million of net tax benefit related to tax settlements, renewal of the U.S. research and experimentation (“R&E”) credit, and other miscellaneous tax items in the tax provision.

(4)

In fiscal 2017, the Company adopted two new accounting standards that impact the presentation of debt issuance costs and the classification of deferred taxes on the Consolidated Balance Sheets. These new standards were applied retrospectively and fiscal 2016 and 2015 balances have been updated as discussed in Note A of our Notes to the Consolidated Financial Statements (“Note A”). Fiscal 2014 and 2013 have not been updated to reflect these new standards and may not be comparable to the other years presented.

(5)

Net debt to capitalization ratio is calculated by dividing total debt (the sum of short-term and long-term debt less cash and cash equivalents) by total capitalization (the sum of Total stockholders’ equity plus total debt).

23


(6)

Adjusted return on net assets (“adjusted RONA”) measures how effectively and efficiently the Company uses its operating assets to generate earnings. Return on net assets (“RONA”) and adjusted RONA are not measures of financial performance under accounting principles generally accepted (“GAAP”) in the United States and should not be considered substitutes for measures of performance reported under GAAP. We believe adjusted RONA provides useful supplemental information to our investors because it allows investors to understand the basis on which management evaluates the Company’s operational effectiveness and because it is a performance metric used in our equity incentive compensation program. We calculate adjusted RONA by dividing the most recent twelve months’ adjusted net income (loss) (a non-GAAP numerator) by adjusted net assets (a non-GAAP denominator). In the numerator, we exclude “certain items” net of tax from income (loss) from continuing operations as calculated under GAAP. The items of expense and income we consider “certain items” are described in the discussion of Definition of Terms and Non-GAAP Financial Measures in Results of Operations. The denominator consists of our operating assets, which are: net property, plant and equipment; adjusted net working capital; assets held for rent; and investments in equity affiliates. We calculate the items in adjusted net assets using the most recent five quarters’ average to normalize the impact of large inter-period movements (e.g. working capital movements caused by feedstock price volatility). Our calculation of adjusted RONA is as follows:

 

 

Years Ended September 30

 

 

 

2017

 

 

2016

 

 

2015

 

 

2014

 

 

2013

 

 

 

(In millions, except ratios)

 

Return on Net Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations(a)

 

$

266

 

 

$

163

 

 

$

(328

)

 

$

216

 

 

$

161

 

Net assets(b)

 

$

1,601

 

 

$

1,372

 

 

$

1,338

 

 

$

2,064

 

 

$

2,083

 

Return on net assets

 

 

17

%

 

 

12

%

 

 

(25

)%

 

 

10

%

 

 

8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted Return on Net Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted net income (loss)(a):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

$

266

 

 

$

163

 

 

$

(328

)

 

$

216

 

 

$

161

 

Less: Total certain items, net of tax(c)

 

 

23

 

 

 

(50

)

 

 

(510

)

 

 

(28

)

 

 

(45

)

Adjusted net income (loss)

 

$

243

 

 

$

213

 

 

$

182

 

 

$

244

 

 

$

206

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted net assets(d):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted net working capital(e)

 

$

471

 

 

$

439

 

 

$

607

 

 

$

680

 

 

$

661

 

Net property, plant and equipment

 

 

1,267

 

 

 

1,322

 

 

 

1,416

 

 

 

1,612

 

 

 

1,567

 

Assets held for rent

 

 

101

 

 

 

92

 

 

 

67

 

 

 

54

 

 

 

49

 

Equity affiliates

 

 

55

 

 

 

55

 

 

 

63

 

 

 

82

 

 

 

117

 

Adjusted net assets

 

$

1,894

 

 

$

1,908

 

 

$

2,153

 

 

$

2,428

 

 

$

2,394

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted return on net assets

 

 

13

%

 

 

11

%

 

 

8

%

 

 

10

%

 

 

9

%

(a)

Income (loss) from continuing operations and Adjusted net income (loss) are aggregated four quarter rolling amounts.

(b)

Net assets represents Total stockholders' equity.

(c)

Total certain items, net of tax is detailed in the table in note (2) above.

(d)

Each component of adjusted net assets is calculated by averaging previous five quarter ending balances.

(e)

Adjusted net working capital is the average of the previous five quarter ending balances of Accounts receivable plus Inventory less Accounts payable and accruals.

24


Item  7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting PoliciesEstimates

The preparation of ourOur consolidated financial statements ishave been prepared in conformity with U.S. GAAP. This preparation of our financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses and related disclosure of contingent assets and liabilities. We consider an accounting estimate to be critical to the financial statements if (i) the estimate is complex in nature or requires a high degree of judgment and if (ii) different estimates and assumptions were used, the results could have a material impact on the consolidated financial statements. On an ongoing basis, we evaluate our estimates and the application of our policies. We base our estimates on historical experience, current conditions and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The policies that weWe believe the following critical accounting estimates are criticalthe most significant to the preparation of theunderstanding our consolidated financial statements are presented below.statements.

Revenue RecognitionDeferred Tax Assets

We have established valuation allowances against a variety of deferred tax assets, including net operating loss carryforwards, capital loss carryforwards, foreign tax credits, and Accounts and Notes Receivable

other income tax credits. We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered,assess the price is fixed or determinable and collectability is reasonably assured. We generally are able to ensure that products meet customer specifications prior to shipment. If we are unable to determine that the product has met the specified objective criteria prior to shipment or if title has not transferred because of sales terms, the revenue is considered “unearned” and is deferred until the revenue recognition criteria are met.

Shipping and handling charges related to sales transactions are recorded as sales revenue when billed to customers or included in the sales price. Taxes collected on sales to customers are excluded from revenues.

The following table shows the relative size of the revenue recognized in eachrealizability of our reportable segments:

 

 

Years Ended September 30

 

 

 

2017

 

 

2016

 

 

2015

 

Reinforcement Materials

 

 

53

%

 

 

48

%

 

 

54

%

Performance Chemicals

 

 

35

%

 

 

37

%

 

 

33

%

Purification Solutions

 

 

11

%

 

 

13

%

 

 

11

%

Specialty Fluids

 

 

1

%

 

 

2

%

 

 

2

%

We derive the substantial majority of our revenues from the sale of products in our Reinforcement Materials, Performance Chemicals,deferred tax assets quarterly and Purification Solutions segments. Revenue from these products is typically recognized when the product is shipped and title and risk of loss have passed to the customer. We offer cash discounts and volume rebates to certain customers as sales incentives. The discounts and volume rebates are recorded asrecognize a reduction in sales at the time revenue is recognized and are estimated based on historical experience and contractual obligations. We periodically review the assumptions underlying estimates of discounts and volume rebates and adjust revenues accordingly.

For major activated carbon injection systems projects in Purification Solutions, revenue is recognized using the percentage-of-completion method.

Revenue in Specialty Fluids arises primarily from the rental of cesium formate. This revenue is recognized throughout the rental period based on the contracted rental terms. Customers are also billed and revenue is recognized, typically at the end of the job, for cesium formate product that is not returned. We also generate revenues from cesium formate sold outside of a rental process and the sale of fine cesium chemicals in which revenue is recognized upon delivery of the product.

We maintain allowances for doubtful accounts based on an assessment of the collectability of specific customer accounts, the aging of accounts receivable and other economic information on both a historical and prospective basis. Customer account balances are charged against thevaluation allowance when it is probable the receivable will not be recovered. There are no material changes in the allowance for any of the years presented. There is no material off-balance sheet credit exposure related to customer receivable balances.

25


Inventory Valuation

The cost of all carbon black inventories in the U.S. is determined using the last-in, first-out (“LIFO”) method. Total U.S. inventories utilizing this cost flow assumption were $28 million at both September 30, 2017 and 2016. These inventories represent 7% and 8% of total worldwide inventories at September 30, 2017 and 2016, respectively. Had we used the first-in, first-out (“FIFO”) method instead of the LIFO method for such inventories, the value of those inventories would have been $37 million and $27 million higher as of September 30, 2017 and 2016, respectively. The cost of Specialty Fluids inventories that are classified as assets held for rent is determined using the average cost method. The cost of other U.S. and all non-U.S. inventories is determined using the FIFO method. In periods of rapidly rising or declining raw material costs, the inventory method we employ can have a significant impact on our profitability. Under our current LIFO method, when raw material costs are rising, our most recent higher priced purchases are the first to be charged to Cost of sales. If, however, we were using a FIFO method, our purchases from earlier periods, which were at lower prices, would instead be the first charged to Cost of sales. The opposite result could occur during a period of rapid decline in raw material costs.

At certain times, we may decrease inventory levels to the point where layers of inventory recorded under the LIFO method that were purchased in preceding years are liquidated. The inventory in these layers may be valued at an amount that is different than our current costs. If there is a liquidation of an inventory layer, there may be an impact to our Cost of sales and Net income for that period. If the liquidated inventory is at a cost lower than our current cost, there would be a reduction in our Cost of sales and an increase to our Net income during the period. Conversely, if the liquidated inventory is at a cost higher than our current cost, there will be an increase in our Cost of sales and a reduction to our net income during the period.

We periodically review inventory for both potential obsolescence and potential declines in anticipated selling prices. In this review, we make assumptions about the future demand for and market value of the inventory, and based on these assumptions estimate the amount of any obsolete, unmarketable, slow moving or overvalued inventory. We write down the value of our inventories by an amount equal to the difference between the cost of the inventory and its estimated net realizable value. Historically, such write-downs have not been material. If actual market conditions are less favorable than those projected by management at the time of the assessment, however, additional inventory write-downs may be required, which could reduce our gross profit and our earnings.

Intangible Assets and Goodwill Impairment

We record tangible and intangible assets acquired and liabilities assumed in business combinations under the acquisition method of accounting. Amounts paid for an acquisition are allocated to the assets acquired and liabilities assumed based on their fair values at the date of acquisition. We use assumptions and estimates in determining the fair value of assets acquired and liabilities assumed in a business combination. The determination of the fair value of intangible assets requires the use of significant judgment with regard to assumptions used in the valuation model. We estimate the fair value of identifiable acquisition-related intangible assets principally based on projections of cash flows that will arise from these assets. The projected cash flows are discounted to determine the fair value of the assets at the dates of acquisition.

Definite-lived intangible assets, which are comprised of trademarks, customer relationships and developed technologies, are amortized over their estimated useful lives and are reviewed for impairment when indication of potential impairment exists, such as a significant reduction in cash flows associated with the assets. We recognized an impairment on intangible assets associated with the Purification Solutions business in the third fiscal quarter of 2015, and no events have been subsequently identified that would require an additional impairment evaluation.

Goodwill is comprised of the purchase price of business acquisitions in excess of the fair value assigned to the net tangible and identifiable intangible assets acquired. Goodwill is not amortized, but is reviewed for impairment annually as of May 31, or when events or changes in the business environment indicate that the carrying value of the reporting unit may exceed its fair value. A reporting unit, for the purpose of the impairment test, is at or below the operating segment level, and constitutes a business for which discrete financial information is available and regularly reviewed by segment management. The reporting units with goodwill balances are Reinforcement Materials, Purification Solutions, and Fumed Metal Oxides. The separate businesses included within Performance Chemicals are considered separate reporting units. As such, the goodwill balance relative to Performance Chemicals is recorded in the Fumed Metal Oxides reporting unit.

26


For the purpose of the goodwill impairment test, we first assess qualitative factors to determine whether it is more likely than not that some or all of our deferred tax assets are not realizable. This assessment is completed on a jurisdiction-by-jurisdiction basis and relies on the fair valueweight of all positive and negative evidence available. Cumulative pre-tax losses for a reporting unitthree-year period are considered significant objective negative evidence that some or all of our deferred tax assets may not be realizable. Cumulative reported pre-tax income is less than its carrying amount. If an initial qualitative assessment identifiesconsidered objectively verifiable positive evidence of our ability to generate positive pretax income in the future.

In accordance with U.S. GAAP, when there is a recent history of pre-tax losses, there is little weight placed on forecasts for purposes of assessing the recoverability of our deferred tax assets. Judgment is required when considering the relative impact of positive and negative evidence. The weight given to the potential effect of positive and negative evidence is commensurate with the extent that it can be objectively verified. The more negative evidence that exists, the more positive evidence is necessary to support a conclusion that a valuation allowance is not needed. We consider the availability of objectively verifiable evidence, such as positive recent core operating results after adjusting for nonrecurring items in determining our ability to utilize deferred tax assets. We use systematic and logical methods to estimate when deferred tax liabilities will reverse and generate taxable income and when deferred tax assets will reverse and generate tax deductions. Assumptions, judgment, and estimates are required when estimating future income and scheduling the reversal of deferred tax assets and liabilities, and the exercise is inherently complex and subjective.

Management concluded that, based on the weight of all available evidence at September 30, 2023, it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, an additional quantitative evaluation is performed. Alternatively, we may elect to proceed directly to the quantitative goodwill impairment test. If based on the quantitative evaluation the fair value of the reporting unit is less than its carrying amount, a goodwill impairment loss would result. The goodwill impairment loss would be the amount by which the carrying value of the reporting unit, including goodwill, exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit. The fair value of a reporting unit is based on discounted estimated future cash flows. The fair value is also benchmarked against a market approach using the guideline public companies method. The assumptions used to estimate fair value include management’s best estimates of future growth rates, operating cash flows, capital expenditures and discount rates over an estimate of the remaining operating period at the reporting unit level.

When we performed our annual goodwill impairment test in the third quarter of fiscal 2015, the fair value of the Purification Solutions reporting unit was less than its carrying amount and we recorded impairment charges as a result. A discussion of this assessment and the charges recorded is included below under the heading “Purification Solutions Goodwill and Long-Lived Assets Impairment Charges”.

Based on our most recent annual goodwill impairment test performed as of May 31, 2017, the fair values of the Reinforcement Materials and Fumed Metal Oxides reporting units were substantially in excess of their carrying values. The fair value of the Purification Solutions reporting unit exceeded its carrying amount by 13%. The fair value of the Purification Solutions reporting unit includes certain growth assumptions that are primarily dependent on: (1) growth in demand for our existing portfolio of activated carbon products and new products developed for environmental and specialty applications; and (2) stable demand in the mercury removal related portion of the business, which is largely dependent on the amount of coal-based power generation used in the U.S. and the continued regulation of those utilities under the U.S. Mercury and Air Toxics Standards regulation (“MATS”). In April 2017, the EPA indicated that it intends to review the cost benefit analysis previously prepared by the EPA in support of MATS to determine if the EPA should reconsider MATS or some part of it. This continues to be under review by the EPA. Failure to achieve our projected growth in environmental and/or specialty applications and/or actions taken by the EPA related to MATS that decrease demand for our products for mercury removal could have a negative impact on the financial results and fair value of the Purification Solutions reporting unit, which may lead to impairment.

Long-lived Assets Impairment

Our long-lived assets primarily include property, plant and equipment, intangible assets, long-term investments and assets held for rent. The carrying values of long-lived assets are reviewed for impairment whenever events or changes in business circumstances indicate that the carrying amount of an asset may not be recoverable.

To test for impairment of assets, we generally use a probability-weighted estimate of the future undiscounted net cash flows of the assets over their remaining lives to determine if the value of the asset is recoverable. Long-lived assets are grouped with other assets and liabilities at the lowest level for which independent identifiable cash flows are determinable.

An asset impairment is recognized when the carrying value of the asset is not recoverable based on the analysis described above, in which case the asset is written down to its fair value. If the asset does not have a readily determinable market value, a discounted cash flow model may be used to determine the fair value of the asset. In circumstances when an asset does not have separate identifiable cash flows, an impairment charge is recorded when we no longer intend to use the asset.

Purification Solutions Goodwill and Long-Lived Assets Impairment Charges

During fiscal 2015 and as a result of the impairment tests performed on goodwill and long-lived assets of the Purification Solutions reporting unit, we recorded impairment charges and an associated tax benefit in the Consolidated Statements of Operations as follows:

 

 

September 30, 2015

 

 

 

(In millions)

 

Goodwill impairment charge

 

$

352

 

Long-lived assets impairment charge

 

 

210

 

Benefit for income taxes

 

 

(80

)

Impairment charges, net of tax

 

$

482

 

27


In determining the fair value of the Purification Solutions reporting unit, we used an income approach (a discounted cash flow analysis) which incorporated significant estimates and assumptions related to future periods, including the timing of the MATS implementation, the anticipated size of the mercury removal application, and growth rates and pricing assumptions of activated carbon, among others. In addition, an estimate of the reporting unit’s weighted average cost of capital (“WACC”) was used to discount future estimated cash flows to their present value. The WACC was based upon externally available data considering market participants’ cost of equity and debt, optimal capital structure and risk factors specific to the Purification Solutions reporting unit. Based on these estimates and as part of step one of the annual impairment test, we determined that the estimated fair value of the Purification Solutions reporting unit was lower than the reporting unit's carrying value. As such, the reporting unit failed step one of the goodwill impairment test. We then proceeded to step two.

Step two of the goodwill impairment test requires us to perform a theoretical purchase price allocation for the reporting unit to determine the implied fair value of goodwill and to compare the implied fair value of goodwill to the recorded amount of goodwill. The estimate of fair value is complex and requires significant judgment. Accounting guidance provides that we should recognize an estimated impairment charge to the extent that we determine that it is probable that an impairment loss has occurred and such impairment can be reasonably estimated. Based on our best estimate as of June 30, 2015, we recorded a pre-tax goodwill impairment charge of $353 million. We completed the step two analysis in the fourth quarter of fiscal 2015, which resulted in recording a credit of $1 million to the pre-tax goodwill impairment charge.

Based on the same factors leading to the goodwill impairment, we also considered whether the reporting unit's carrying values of definite-lived intangible assets and property, plant and equipment may not be recoverable or whether the carrying value of certain indefinite-lived intangible assets were impaired. We used the income approach to determine the fair value of the indefinite-lived intangible assets, which are the trademarks of Purification Solutions, and determined that the fair value of these intangible assets was lower than their carrying value. As such, an impairment loss was recorded in the amount of $39 million. Subsequent to this impairment analysis, we concluded that such assets no longer had an indefinite life and began amortizing these assets over their estimated useful life. We also performed an impairment analysis to assess if definite-lived intangible assets and property, plant and equipment were recoverable based on the estimated undiscounted cash flows of the reporting unit, and determined that these cash flows were not sufficient to recover the carrying value of the long-lived assets over their remaining useful lives. Accordingly, an impairment charge was recorded based on the lower of the carrying amount or fair value of the long-lived assets. We used the income approach to determine the fair value of the definite-lived intangible assets and a combination of the cost and market approaches to determine the fair value of our property, plant and equipment. We recorded impairment charges of $119 million and $51 million, to our definite-lived intangible assets and property, plant and equipment, respectively, in the quarter ended June 30, 2015. We completed the impairment analysis in the fourth quarter of fiscal 2015 which resulted in increasing the property, plant and equipment impairment charge by $1 million to $52 million. Therefore, for the year ended September 30, 2015, the long-lived assets impairment charge was $210 million. In connection with the long-lived assets impairment charges, we recorded a deferred tax benefit of $80 million to our income tax provision.

Pensions and Other Postretirement Benefits

We maintain both defined benefit and defined contribution plans for our employees. In addition, we provide certain postretirement health care and life insurance benefits for our retired employees. Plan obligations and annual expense calculations are based on a number of key assumptions. The assumptions, which are specific for each of our U.S. deferred tax assets will be realized, resulting in a $152 million release of valuation allowance.

Refer to Note A and foreign plans, areNote Q of our Notes to the Consolidated Financial Statements for description of our policies related to both the assets we hold to fund our plans (where applicable) and the characteristics of the benefits that will ultimately be provided to our employees. The mostincome taxes.

Contingencies

We have recorded a significant assumptions relative to our plan assets include the anticipated rates of return on these assets. Assumptions relative to our pension obligations are more varied; they include estimated discount rates, rates of compensation increasesreserve for employees, and mortality, employee turnover and other related demographic data. Projected health care and life insurance obligations also rely on the above mentioned demographic assumptions and assumptions surrounding health care cost trends. Actual results that differ from the assumptions are generally accumulated and amortized over future periods and could therefore affect the recognized expense and recorded obligation in such future periods. However, cash flow requirements may be different from the amounts of expense that are recorded in the consolidated financial statements.

Litigation and Contingencies

We are involved in litigation in the ordinary course of business, including personal injury and environmental litigation. After consultation with counsel, as appropriate, we accrue arespirator liability for litigation when it is probable that a liability has been incurred and the amount can be reasonably estimated. The estimated reserves are recorded based on our best estimate of the liability associated with such matters or the low end of the estimated range of liability if we are unable to identify a better estimate within that range. Our best estimate is determined through the evaluation of various information, including claims, settlement offers, demands by government agencies, estimates performed by independent third parties, identification of other responsible parties and an assessment of their ability to contribute, and our prior experience. Litigation is highly uncertain and there is always the possibility of an unusual result in any particular case that may reduce our earnings and cash flows.

28


The most significant reserves that we have established are for environmental remediation and respirator litigation claims. The amount accrued for environmental matters reflects our assumptions about remediation requirements at the contaminated sites, the nature of the remedies, the outcome of discussions with regulatory agencies and other potentially responsible parties at multi-party sites, and the number and financial viability of other potentially responsible parties. These liabilities can be affected by the availability of new information, changes in the assumptions on which the accruals are based, unanticipated government enforcement action or changes in applicable government laws and regulations, which could result in higher or lower costs.

Our current estimate of the cost of our share of existingpending and future respirator liability claims is based on facts and circumstances existing at this time.time, including the number and nature of the remaining claims. Developments that could affect our estimate include, but are not limited to, (i) significant changes in the number of future claims, (ii) changes in the rate of dismissals without payment of pending claims, (iii) significant changes in the average cost of resolving claims, including potential settlements of groups of claims, (iv) significant changes in the legal costs of defending these claims, (v) changes in the nature of claims received or changes in our assessment of the viability of these claims, (vi) trial and appellate outcomes, (vii) changes in the law and procedure applicable to these claims, (vii)(viii) the financial viability of otherthe parties that contribute to the settlementpayment of respirator claims, (viii) a change(ix) exhaustion or changes in the availabilityrecoverability of the insurance coverage maintained by certain of the other parties that contribute to the settlement of respirator claims, or a change in the availability of the indemnity provided by a former owner of the business, (ix)(x) changes in the allocation of costs among the various parties paying legal and settlement costs, and (x)(xi) a determination that the assumptions that were used to estimate our share of liability are no longer reasonable. We cannot determine the impact of these potential developments on our current estimate of our share of liability for these existing and future claims. Accordingly,Because reserves are limited to amounts that are probable and estimable as of a relevant measurement date, and there is inherent difficulty in projecting the actual amountimpact of potential developments on our share of liability for these existing and future claims, it is reasonably possible that the liabilities for existing and future claims could change in the near term and that change could be different thanmaterial. Refer to Note A and Note S of our Notes to the reserved amount.Consolidated Financial Statements for description of our policies related to contingencies.

Property, Plant and Equipment28


Property, plant and equipment are recorded at cost. Depreciation of property, plant and equipmentGoodwill Impairment

Goodwill is calculated using the straight-line method over the estimated useful livescomprised of the related assets. The depreciable livespurchase price of business acquisitions in excess of the fair value assigned to the net tangible and identifiable intangible assets acquired. Goodwill is not amortized and is subject to impairment testing annually, or when events or changes in the business environment indicate that the carrying value of the reporting unit may exceed its fair value.

Evaluating goodwill for buildings, machineryimpairment involves applying significant assumptions including discount rates and equipment,forecasted results for the applicable reporting unit, including earnings before interest and other fixed assetstax (“EBIT”), market multiples and growth rates. These assumptions are twentyforward looking and could be affected by future economic and market conditions. We engage third-party valuation specialists as needed to twenty-five years, tendevelop the assumptions used in the calculation and the evaluation of goodwill balances. Refer to twenty-five years,Note A and threeNote G of our Notes to twenty-five years, respectively. The cost and accumulated depreciation for property, plant and equipment sold, retired, or otherwise disposed of are removed from the Consolidated Balance Sheets and resulting gains or losses are includedFinancial Statements for a description of our policies related to goodwill.

Recently Issued Accounting Pronouncements

Refer to the discussion in earnings inNote B of our Notes to the Consolidated Statements of Operations. Expenditures for repairs and maintenance are charged to expenses as incurred. Expenditures for major renewals and betterments, which significantly extend the useful lives of existing plant and equipment, are capitalized and depreciated.Financial Statements.

Income Taxes

Our business operations are global in nature, and we are subject to taxes in numerous jurisdictions. Tax laws and tax rates vary substantially in these jurisdictions and are subject to change based on the political and economic climate in those countries. We file our tax returns in accordance with our interpretations of each jurisdiction’s tax laws.

Significant judgment is required in determining our worldwide provision for income taxes and recording the related tax assets and liabilities. In the ordinary course of our business, there are operational decisions, transactions, facts and circumstances, and calculations which make the ultimate tax determination uncertain. Furthermore, our tax positions are periodically subject to challenge by taxing authorities throughout the world. We have recorded reserves for taxes and associated interest and penalties that may become payable in future years as a result of audits by tax authorities. Any significant impact as a result of changes in underlying facts, law, tax rates, tax audit, or review could lead to adjustments to our income tax expense, our effective tax rate, and/or our cash flow.

We record benefits for uncertain tax positions based on an assessment of whether the position is more likely than not to be sustained by the taxing authorities. If this threshold is not met, no tax benefit of the uncertain tax position is recognized. If the threshold is met, the tax benefit that is recognized is the largest amount that is greater than 50% likely of being realized upon ultimate settlement. This analysis presumes the taxing authorities’ full knowledge of the positions taken and all relevant facts, but does not consider the time value of money. We also accrue for interest and penalties on these uncertain tax positions and include such charges in the income tax provision in the Consolidated Statements of Operations.

Additionally, we have established valuation allowances against a variety of deferred tax assets, including net operating loss carry-forwards, foreign tax credits, and other income tax credits. Valuation allowances take into consideration our ability to use these deferred tax assets and reduce the value of such items to the amount that is deemed more likely than not to be recoverable. Our ability to utilize these deferred tax assets is dependent on achieving our forecast of future taxable operating income over an extended period of time. We review our forecast in relation to actual results and expected trends on a quarterly basis. Failure to achieve our operating income targets may change our assessment regarding the recoverability of our net deferred tax assets and such change could result in a valuation allowance being recorded against some or all of our net deferred tax assets. An increase in a valuation allowance would result in additional income tax expense, while a release of valuation allowances in periods when these tax attributes become realizable would reduce our income tax expense.

29


Significant Accounting Policies

We have other significant accounting policies that are discussed in Note A in Item 8 below. Certain of these policies include the use of estimates, but do not meet the definition of critical because they generally do not require estimates or judgments that are as difficult or subjective to measure. However, these policies are important to an understanding of the consolidated financial statements.

Results of Operations

Cabot is organized into fourtwo reportable business segments: Reinforcement Materials and Performance Chemicals,Chemicals.The Company’s former Purification Solutions and Specialty Fluids.business was a separate reportable segment prior to divestiture in the second quarter of fiscal 2022. Cabot is also organized for operational purposes into three geographic regions: the Americas; Europe, Middle East and Africa;EMEA; and Asia Pacific. The discussions of our results of operations for the periods presented reflect these structures.

Our analysis of financial condition and operating results should be read with our consolidated financial statements and accompanying notes. Unless a calendar year is specified, all references to years in this discussion are to our fiscal years ended September 30.

This section discusses our fiscal 2023 and fiscal 2022 results of operations and year-to-year comparisons between fiscal 2023 and fiscal 2022. For the discussions of our fiscal 2021 results and year-to-year comparisons between fiscal 2022 and fiscal 2021, refer to our discussions under the headings “Results of Operations” and “Cash Flows and Liquidity” in Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022, which was filed with the United States Securities and Exchange Commission on November 23, 2022.

Definition of Terms and Non-GAAP Financial Measures

When discussing our results of operations, we use several terms as described below.

The term “product mix” refers to the mix of types and grades of products sold or the mix of geographic regions where products are sold, and the positive or negative impact this has on the revenue or profitability of the business and/or segment.

The term “LIFO” includes two factors: (i) the impact of current inventory costs being recognized immediately in Cost of sales under a last-in first-out method, compared to the older costs that would have been included in Cost of sales under a first-in first-out method (“Cost of sales impact”); and (ii) the impact of reductions in inventory quantities, causing historical inventory costs to flow through Cost of sales (“liquidation impact”).

Our discussion under the heading “Provision (Benefit)“(Provision) Benefit for Income Taxes and Reconciliation of Effective Tax Rate to Operating Tax Rate” includes a discussion and reconciliation of our “effective tax rate” and our “operating tax rate” and includes a reconciliationfor the periods presented, as well as management’s projection of our operating tax rate range for the two rates.next fiscal year. Our operating tax rate is a non-GAAP financial measure and should not be considered as an alternative to our effective tax rate, the most comparable GAAP financial measure. In calculating ourThe operating tax rate we excludeexcludes income tax (expense) benefit on certain items and discrete tax items. The income tax (expense) benefit on certain items is determined using the applicable rates in the taxing jurisdictions in which include: i) unusual or infrequentthe certain items such as a significant release or establishmentoccurred and includes both current and deferred income tax (expense) benefit based on the nature of athe certain items. Discrete tax items include, but are not limited to, changes in valuation allowance, ii) items related to uncertain tax positions, such as the tax impact of audit settlements, interest on tax reserves, and the release of tax reserves from the expiration of statutes of limitations, and iii) other discrete tax items, such as the tax impact of legislative changes and tax accruals on a quarterly basis, the timing of losseshistoric earnings due to changes in certain jurisdictions and the cumulative rate adjustment, if applicable. We also exclude the tax impact of certain items, as defined below in the discussion of Total segment EBIT, on both operating income and the tax provision.indefinite reinvestment assertions. Our definition of the operating tax rate may not be comparable to the definition used by other companies. Management believes that thethis non-GAAP financial measure is useful supplemental information because it helps our investors compare our tax rate year to year on a consistent basis and to understand what our tax rate on current operations would be without the impact of these items.

29


Our discussion under the heading “Fiscal 20172023 compared to Fiscal 2016 and Fiscal 2016 compared to Fiscal 2015—2022—By Business Segment” includes a discussion of Total segment EBIT, which is a non-GAAP financial measure defined as Income (loss) from continuing operations before income taxes and equity in earnings from affiliated companies less certain items and other unallocated items. Our Chief Operating Decision Maker, who is our President and Chief Executive Officer, uses segment EBIT to evaluate the operating results of each segment and to allocate resources to the segments. We believe Total segment EBIT, which reflects the sum of EBIT from our four reportable segments, provides useful supplemental information for our investors as it is an important indicator of our operational strength and performance, allows investors to see our results through the eyes of management, and provides context for our discussion of individual business segment performance. Total segment EBIT should not be considered an alternative for Income (loss) from continuing operations before income taxes and equity in earnings of affiliated companies, which is the most directly comparable U.S. GAAP financial measure. A reconciliation of Total segment EBIT to Income (loss) from continuing operations before income taxes and equity in earnings of affiliated companies is provided under the heading “Fiscal 20172023 compared to Fiscal 2016 and Fiscal 2016 compared to Fiscal 2015—2022—By Business Segment”. Investors should consider the limitations associated with this non-GAAP measure, including the potential lack of comparability of this measure from one company to another.

30


In calculating Total segment EBIT, we exclude from our Income (loss) from continuing operations before income taxes and equity in earnings of affiliated companies (i) items of expense and income that management does not consider representative of our fundamental on-going segment results, which we refer to as “certain items”, and (ii) items that, because they are not controlled by the business segments and primarily benefit corporate objectives, are not allocated to our business segments, such as interest expense and other corporate costs, which include unallocated corporate overhead expenses such as certain corporate salaries and headquarter expenses, plus costs related to special projects and initiatives, which we refer to as “other unallocated items”. Management believes excluding the items identified as certain items facilitates operating performance comparisons from period to period by eliminating differences caused by the existence and timing of certain expense and income items that would not otherwise be apparent on a U.S. GAAP basis and also facilitates an evaluation of our operating performance without the impact of these costs or benefits. The items of income and expense that we have excluded from Total segment EBIT, as applicable, but that are included in our U.S. GAAP Income (loss) from continuing operations before income taxes and equity in earnings of affiliated companies, as applicable, are described below.

Asset impairment charges, which primarily include charges associated with an impairment of goodwill, other long-lived assets or assets held for sale.

Charges related to the divestiture of our Purification Solutions business, which include accelerated costs associated with the change in control and employee incentive compensation.
Benefit from the settlement of a royalty arrangement entered into in connection with the divestiture of our former Specialty Fluids business.
Legal and environmental reserves and matters, which consist of costs or benefits for matters typically related to former businesses or that are otherwise incurred outside of the ordinary course of business.
Global restructuring activities, which include costs or benefits associated with cost reduction initiatives or plant closures whichand are primarily relaterelated to (i) employee termination costs, (ii) asset impairment charges associated with restructuring actions, (iii) costs to close facilities, including environmental costs and contract termination penalties, and (iv) gains realized on the sale of land or equipment associated with restructured plants or locations.

Non-recurring gains (losses) on foreign exchange, which primarily relate to the impact of controlled currency devaluations on our net monetary assets denominated in that currency.

Legal and environmental reserves and matters, which consist of costs or benefits for matters typically related to former businesses or that are otherwise incurred outside of the ordinary course of business.

Executive transition costs, which include incremental charges, including stock compensation charges, associated with the retirement or termination of employment of senior executives of the Company.

Asset impairment charges, which primarily include charges associated with an impairment of goodwill or other long-lived assets.

Acquisition and integration-related charges, which include transaction costs, redundant costs incurred during the period of integration, and costs associated with transitioning certain management and business processes to ourCabot’s processes.

Indirect tax settlement credits, which includes favorable settlements resulting in the recoveries of indirect taxes.

Gains (losses) on sale of a business.
Employee benefit plan settlement charges,settlements, which consist of the costseither charges or benefits associated with transferring the obligations and assets held by onetermination of our defined benefit plansa pension plan or the transfer of a pension plan to a multi-employer plan.

Gain associated with the bargain purchase of a business.
Gain realized on the sale of land.
Argentina controlled currency devaluation loss relates to the foreign exchange loss from government-controlled currency devaluations on our net monetary assets denominated in the Argentine peso.

30


Drivers of Demand and Key Factors Affecting Profitability

Drivers of demand and key factors affecting our profitability differ by segment. In Reinforcement Materials, longer term demand is driven primarily by: i) the number of vehicle miles driven globally; ii) the number of original equipment and replacement tires produced; and iii) the number of automotive builds.builds; and iv) changes in supply chain inventory levels to adapt to end-market demand and other market dynamics. Over the past several years, operating results have been driven by a number of factors, including: i) increases or decreases in our sales volumes driven by changes in production levels for tires or industrial rubber products and the level at which we service that demand; ii) changes in raw material costs and our ability to adjust the sales price for our products commensurate with changes in raw material costs; iii) changes in pricing and product mix, which includes customer pricing as well as the mix of products sold or the region in which they are sold; iv) global and regional capacity utilization for carbon black; v) fixed cost savings achieved through restructuring and other cost saving activities; vi) the growth of our volumes and market position in emerging economies; vii) capacity management and technology investments, including the impact of energy utilization and yield improvement technologies at our manufacturing facilities; and viii) royalties and technology payments related to our patented elastomer composites technology that is used in tire applications.applications; and ix) changes in energy prices associated with our energy center sales and the cost of utilities.

In Performance Chemicals, longer term demand is driven primarily by the construction and infrastructure, automotive, including sales into batteries for electric vehicles, electronics, inkjet printing, and consumer products industries. In recent years, operating results in Performance Chemicals have been driven by: i) increases or decreases in sales volumes to the industries previously noted; ii) changes in pricing and product mix, which includes customer pricing as well as the mix of products sold or the region in which they are sold; iii) our ability to deliver differentiated products that drive enhanced performance in customers’ applications; iii)iv) our ability to obtain value pricing for this differentiation; iv)v) the cost of new capacity; v)vi) changes in selling prices relative to variations in the cost of raw materials; and vi)vii) the adoption of new products for use in our customers’ applications.

In Purification Solutions, longer termapplications; and viii) changes in supply chain inventory levels to adapt to end-market demand is driven primarily by the demand for activated carbon based solutions for water, gas and air, pharmaceuticals, food and beverages, catalysts and other chemical applications. Operating results in Purification Solutions have been influenced by: i) changes in our sales volumes in the various applications previously noted; ii) the amount of coal-based power generation utilized in the U.S. and the regulation of those utilities; iii) management of our operations, including inventory levels, and the commensurate costs; iv) changes in price and product mix; and v) industry capacity utilization.market dynamics.

31


In Specialty Fluids, longer term demand is primarily driven by: i) the level of drilling activity utilizing cesium formate for high pressure oil and gas wells; ii) the petroleum industry’s acceptance of cesium formate as a drilling and completion fluid for this application; and iii) continued use of fine cesium chemicals in a variety of applications. Operating results in Specialty Fluids are influenced by the number of drilling projects as well as the size, type and duration of those drilling jobs and demand for fine cesium chemicals.

Overview of Results for Fiscal 20172023

During fiscal 2017,2023, Income (loss) from continuing operations before income taxes and equity in earnings of affiliated companies increased compared to fiscal 2016 largely2022 primarily due to strong EBIT growththe impairment and loss on sale charges related to the divestiture of the Purification Solutions business, which did not recur in thefiscal 2023, and higher earnings in our Reinforcement Materials segment. In addition,segment partially offset by lower earnings in our results for fiscal 2016 include charges for global restructuring that did not reoccur in fiscal 2017.Performance Chemicals segment.

Fiscal 20172023 compared to Fiscal 2016 and Fiscal 2016 compared to Fiscal 2015—2022—Consolidated

Net Sales and Other Operating Revenues and Gross Profit

 

Years Ended September 30

 

 

Years Ended September 30

 

 

2017

 

 

2016

 

 

2015

 

 

2023

 

 

2022

 

 

(In millions)

 

 

(In millions)

 

Net sales and other operating revenues

 

$

2,717

 

 

$

2,411

 

 

$

2,871

 

 

$

3,931

 

 

$

4,321

 

Gross profit

 

$

652

 

 

$

578

 

 

$

585

 

 

$

839

 

 

$

885

 

Net sales decreased by $390 million in fiscal 2023 as compared to fiscal 2022. The $306 million increasedecrease in net sales was primarily driven by lower volumes in both segments ($212 million), the negative impact from foreign currency translation ($128 million), and the impact of the divestiture of our Purification Solutions business in fiscal 2016 to fiscal 2017 was due primarily to2022 ($97 million), partially offset by a more favorable price and product mix (combined $248($98 million), an increase in volumes ($77 million), partially offset by an unfavorable impact from foreign currency translation ($24 million). The.The favorable price and product mix impact was primarily due to higher selling prices duringdriven by favorable 2023 calendar year tire customer contracts agreements within the year from price adjustments to customers for increases in raw materials costs. The $460 million decrease in net sales from fiscal 2015 to fiscal 2016 was due primarily toReinforcement Materials segment, partially offset by a less favorableweaker price and product mix (combined $398 million)in the Performance Chemicals segment. The volume decrease is primarily due to destocking in both segments, soft demand in key markets, and, an unfavorablefor the Performance Chemicals segment, a prolonged weakness in China following the impact from foreign currency translation ($63 million).of COVID-19 outbreaks in the first half of fiscal 2023.

Gross profit decreased by $46 million in fiscal 2023 as compared to fiscal 2022. The less favorable price and product mix impactdecrease was primarily due to lower selling prices duringvolumes within both the year from price adjustments to customers for decreases in raw materials costs.

Gross profit increasedReinforcement Materials and Performance Chemicals segments and the negative impact of foreign currency translation, partially offset by $74 million in fiscal 2017 when compared to fiscal 2016 driven by higher margins and volumes in Reinforcement Materials. Gross profit decreased by $7 million in fiscal 2016 when compared to fiscal 2015 driven by lower unit margins in our Reinforcement Materials and Purification Solutions, partially offset by fixed cost savings.segment.

Selling and Administrative Expenses

 

 

Years Ended September 30

 

 

 

2017

 

 

2016

 

 

2015

 

 

 

(In millions)

 

Selling and administrative expenses

 

$

260

 

 

$

275

 

 

$

282

 

 

 

Years Ended September 30

 

 

 

2023

 

 

2022

 

 

 

(In millions)

 

Selling and administrative expenses

 

$

253

 

 

$

258

 

31


Selling and administrative expenses decreased by $15 million in fiscal 2017 when compared to fiscal 2016 primarily due to lower spending on global restructuring activities in fiscal 2017 and a charge to the respirator reserve in fiscal 2016 that did not reoccur in fiscal 2017. Selling and administrative expenses decreased by $7 million in fiscal 2016 when compared to fiscal 2015.The decrease was principally driven by restructuring actions taken to reduce fixed costs across the Company, partially offset by an increase in the reserve for respirator liability matters and higher incentive compensation expense.

Research and Technical Expenses

 

 

Years Ended September 30

 

 

 

2017

 

 

2016

 

 

2015

 

 

 

(In millions)

 

Research and technical expenses

 

$

56

 

 

$

53

 

 

$

58

 

Research and technical expenses increased by $3 million in fiscal 2017 when compared to fiscal 2016 due to continued spending on projects across the segments. Research and technical expenses decreased by $5 million in fiscal 2016 when2023 as compared to fiscal 20152022. The decrease in selling and administrative expenses in fiscal 2023 was primarily due to restructuring actions takena decrease in the incentive compensation accrual for the fiscal 2023 period and prior year charges related to reduce fixed costs across the Company,Purification Solutions divestiture, partially offset by $5a $17 million benefit from the sale of land in fiscal 2022 that did not recur.

Research and Technical Expenses

 

 

Years Ended September 30

 

 

 

2023

 

 

2022

 

 

 

(In millions)

 

Research and technical expenses

 

$

57

 

 

$

55

 

Research and technical expenses increased by $2 million in fiscal 2023 as compared to fiscal 2022 primarily due to higher costs related to our battery materials and inkjet product lines.

Impairment Charges and Loss on Sale

 

 

Years Ended September 30

 

 

 

2023

 

 

2022

 

 

 

(In millions)

 

Loss on sale of business and asset impairment charge

 

$

3

 

 

$

207

 

The loss on sale and asset impairment chargesassociated with these actions.

32


the sale of the Purification Solutions Long-Lived Assets and Goodwill Impairment Charges

 

 

Years Ended September 30

 

 

 

2017

 

 

2016

 

 

2015

 

 

 

(In millions)

 

Purification Solutions long-lived assets impairment charge

 

$

 

 

$

 

 

$

210

 

Purification Solutions goodwill impairment charge

 

$

 

 

$

 

 

$

352

 

The Purification Solutions long-lived assets and goodwill impairment charges recorded during fiscal 2015business are described in Note ED of our Notes to the Consolidated Financial Statements (“Note E”).Statements.

Interest and Dividend Income

 

 

Years Ended September 30

 

 

 

2017

 

 

2016

 

 

2015

 

 

 

(In millions)

 

Interest and dividend income

 

$

9

 

 

$

5

 

 

$

4

 

 

 

Years Ended September 30

 

 

 

2023

 

 

2022

 

 

 

(In millions)

 

Interest and dividend income

 

$

31

 

 

$

11

 

Interest and dividend income in fiscal 2023 increased by $4$20 million in fiscal 2017 when compared to fiscal 2016 and by $1 million in fiscal 2016 when compared to fiscal 2015 due primarily to interest earned on higher cash balances.

Interest Expense

 

 

Years Ended September 30

 

 

 

2017

 

 

2016

 

 

2015

 

 

 

(In millions)

 

Interest expense

 

$

53

 

 

$

54

 

 

$

53

 

Interest expense decreased by $1 million in fiscal 2017 as compared to fiscal 2016. The decrease was primarily due to lower interest rates on long-term debt partially offset by higher rates on commercial paper borrowings. Interest expense increased by $1 million in fiscal 2016 as compared to fiscal 2015. The increase was2022 primarily due to higher interest rates on commercial paper borrowings.rates.

Other Income (Expense)Interest Expense

 

 

Years Ended September 30

 

 

 

2017

 

 

2016

 

 

2015

 

 

 

(In millions)

 

Other income (expense)

 

$

(4

)

 

$

(7

)

 

$

(11

)

 

 

Years Ended September 30

 

 

 

2023

 

 

2022

 

 

 

(In millions)

 

Interest expense

 

$

90

 

 

$

56

 

Other income (expense) changedInterest expense increased by $3$34 million duringin fiscal 20172023 as compared to fiscal 20162022 primarily due primarily to the impact of foreign currency movements. higher interest rates.

Other income (expense) changedIncome (Expense)

 

 

Years Ended September 30

 

 

 

2023

 

 

2022

 

 

 

(In millions)

 

Other income (expense)

 

$

(16

)

 

$

(9

)

Other expense increased during fiscal 20162023 by $4$7 million as compared to fiscal 2015 due to a variety of items, none of which were individually material.2022. The change was driven by higher foreign currency losses, primarily in Argentina, partially offset by an increase in investment income in Argentina and Brazil.

Provision (Benefit)(Provision) Benefit for Income Taxes and Reconciliation of Effective Tax Rate to Operating Tax Rate

 

 

Years Ended September 30

 

 

 

2023

 

 

2022

 

 

 

(Provision) / Benefit for Income Taxes

 

Rate

 

 

(Provision) / Benefit for Income Taxes

 

Rate

 

(Dollars in millions)

 

 

 

 

 

 

 

 

 

 

Effective tax rate(1)

 

$

28

 

 

-6

%

 

$

(102

)

 

30

%

Less: Non-GAAP tax adjustments(2)

 

 

161

 

 

 

 

 

32

 

 

 

Operating tax rate

 

$

(133

)

 

28

%

 

$

(134

)

 

26

%

32


 

 

Years Ended September 30

 

 

 

2017

 

 

2016

 

 

2015

 

 

 

(Dollars in millions)

 

Provision (benefit) for income taxes

 

$

29

 

 

$

34

 

 

$

(45

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Effective tax rate

 

 

10

%

 

 

18

%

 

 

12

%

Impact of discrete tax items:

 

 

 

 

 

 

 

 

 

 

 

 

Unusual or infrequent items

 

 

6

%

 

 

2

%

 

 

(2

)%

Items related to uncertain tax positions

 

 

(1

)%

 

 

1

%

 

 

(2

)%

Other discrete tax items

 

 

4

%

 

 

(2

)%

 

 

1

%

Impact of certain items

 

 

%

 

 

5

%

 

 

17

%

Operating tax rate

 

 

19

%

 

 

24

%

 

 

26

%

The provision for income taxes was $29 million for fiscal 2017, resulting in an effective tax rate of 10% (refer(1)

Refer to the reconciliation of computed tax expense at the federal statutory rate to the Provision (benefit) for income taxes in Note Q of our Notes to the Consolidated Financial Statements (“Note Q”)). This amount included net discreteStatements.
(2)
Non-GAAP tax benefits of $25 million and net tax benefits from certain items of $1 million. The operating tax rate for fiscal 2017 was 19%.

33


The provision for income taxes was $34 million for fiscal 2016, resulting in an effective tax rate of 18% (referadjustments made to the reconciliation of computed tax expensearrive at the federal statutory rate to the Provision (benefit) for income taxes in Note Q). This amount included net tax benefits of $31 million, principally comprised of $31 million of tax benefits from certain items, partially offset by a net charge of less than $1 million for discrete tax items. The operating tax rate for fiscal 2016 was 24%. The decrease in the operating tax rate from fiscal 2015 was largely driven by a change inprovision include the geographic mixincome tax (expense) benefit on certain items and discrete tax items, as further described above under the heading “Definition of earnings.

Terms and Non-GAAP Financial Measures”.

TheFor the year ended September 30, 2023, the (Provision) benefit for income taxes was $45a $28 million benefit compared to a $102 million expense for fiscal 2015, resulting2022. Included in the (provision) benefit for income taxes for the year ended September 30, 2023 is a tax benefit of $152 million related to a partial valuation allowance release on the Company’s U.S. net deferred tax assets. Included in the (Provision) benefit for income taxes for the year ended September 30, 2022 is the tax impact of the divestiture of our Purification Solutions business, and withholding tax accruals on historical and current earnings due to changes in indefinite reinvestment assertion on certain entities. Our income taxes are affected by the mix of earnings in the tax jurisdictions in which we operate, and the presence of valuation allowances in certain tax jurisdictions.

For fiscal 2024, we expect our Operating tax rate to be in the range of 28% to 30%. We are not providing a forward-looking reconciliation of the operating tax rate range with an effective tax rate of 12% (referrange because, without unreasonable effort, we are unable to predict with reasonable certainty the reconciliation of computed tax expense atmatters we would allocate to “certain items,” including unusual gains and losses, costs associated with future restructurings, acquisition-related expenses and litigation outcomes. These items are uncertain, depend on various factors, and could have a material impact on the federal statutory rate to the Provision (benefit) for income taxes in Note Q). This amount included net tax benefits of $107 million, principally comprised of an $80 million benefit from the impairment of the Purification Solutions segment, $14 million of benefits from other certain items and $13 million of benefits from discrete tax items. Refer to Note E for details of the impairment. The operatingeffective tax rate for fiscal 2015 was 26%.in future periods.

The nature of the discrete tax items for the periods ended September 30, 2017, 2016, and 2015 were as follows:

(i)

Unusual or infrequent items during fiscal 2017 included the net tax impacts from excess foreign tax credits upon repatriation of previously taxed foreign earnings and the accrual of U.S. tax on certain foreign earnings. Unusual or infrequent items during fiscal 2016 and 2015 included the net tax impacts from the renewal of the U.S. Research and Experimentation credit, extraordinary dividends from subsidiaries (fiscal 2016 only), a claim for U.S. tax benefit (fiscal 2016 only), certain dividends from high-tax jurisdictions (fiscal 2015 only), and other non-routine items;

(ii)

Items related to uncertain tax positions during fiscal 2017, 2016 and 2015 included net tax impacts from the reversal of accruals for uncertain tax positions due to the expiration of statutes of limitations and settlement of tax audits, the accrual of interest on uncertain tax positions, and the accrual of a prior year uncertain tax position (fiscal 2017 and fiscal 2016), and;

(iii)

Other discrete tax items during fiscal 2017, 2016 and 2015 included net tax impacts from various return to provision adjustments related to tax return filings, changes in tax laws, and changes in valuation allowances on beginning of year tax balances (fiscal 2017 and fiscal 2016).

Our anticipated effective and operating tax rates for fiscal 2018 are both 22%. Tax reform legislation has been proposed in the U.S. that would produce significant changes to the U.S. tax code which, if enacted as proposed, could impact these rates. At this point in time, no estimate of the impact can be made.

Cabot files U.S. federal and state and non-U.S. income tax returns in jurisdictions with varying statutes of limitations. Cabot and certain subsidiaries are under audit in a number of jurisdictions. It is possible that some of these audits will be resolved in fiscal 2018 and could impact our anticipated effective tax rate. We have filed our tax returns in accordance with the tax laws in each jurisdiction and maintain tax reserves for uncertain tax positions.

Equity in Earnings of Affiliated Companies and Net Income (Loss) Attributable to Noncontrolling Interest, Net of Tax

 

Years Ended September 30

 

 

Years Ended September 30

 

 

2017

 

 

2016

 

 

2015

 

 

2023

 

 

2022

 

 

(In millions)

 

 

(In millions)

 

Equity in earnings of affiliated companies, net of tax

 

$

7

 

 

$

3

 

 

$

4

 

 

$

5

 

 

$

10

 

Net income (loss) attributable to noncontrolling interests,

net of tax

 

$

25

 

 

$

15

 

 

$

8

 

 

$

39

 

 

$

34

 

Equity in earnings of affiliated companies, net of tax, increaseddecreased by $4$5 million in fiscal 20172023 compared to fiscal 2016 and decreased by $1 million in fiscal 2016 compared to fiscal 2015. The changes in both periods were2022 primarily due to changeslower profitability at our equity affiliates in earnings from our Venezuelan equity affiliate.India and Venezuela.

Net income (loss) attributable to noncontrolling interests, net of tax, increased by $10$5 million in fiscal 20172023 compared to fiscal 20162022 primarily due to increased earnings of our joint venture in the higher profitabilityCzech Republic, partially offset by lower earnings of our joint ventures in China and the Czech Republic and increased by $7 million in fiscal 2016 compared to fiscal 2015 due to the higher profitability of our joint venture in Malaysia.China.

Net Income (Loss) Attributable to Cabot Corporation

In fiscal 2017,2023, we reported net income attributable to Cabot Corporation of $241$445 million ($3.807.73 earnings per diluted common share). In fiscal 2016,2022, we reported net income attributable to Cabot Corporation of $149$209 million ($2.36 per diluted common share). In fiscal 2015, we reported a net loss of $334 million ($5.273.62 earnings per diluted common share). The lossincrease in fiscal 2023 was driven byprimarily due to a partial release of the valuation allowance on our U.S. deferred tax assets of $152 million, the absence of the Purification Solutions long-livedloss on sale and asset impairment charge of $207 million that occurred in fiscal 2022, and goodwill impairment charges more fully discussedhigher segment EBIT of $74 million in Note E.the Reinforcement Materials segment, partially offset by lower segment EBIT of $109 million in the Performance Chemicals segment.

34


Fiscal 20172023 compared to Fiscal 2016 and Fiscal 2016 compared to Fiscal 2015—2022—By Business Segment

Income (loss) from continuing operations before income taxes and equity in earnings of affiliated companies, pre-tax certain items, other unallocated items and Total segment EBIT for fiscal 2017, 20162023 and 20152022 are set forth in the table below. The details of certain items and other unallocated items are shown below and in Note S.T of our Notes to the Consolidated Financial Statements.

 

Years Ended September 30

 

 

2017

 

 

2016

 

 

2015

 

 

Years Ended September 30

 

 

(In millions)

 

 

2023

 

 

2022

 

Income (loss) from continuing operations before income

taxes and equity in earnings of affiliated companies

 

$

288

 

 

$

194

 

 

$

(377

)

Less: Certain items

 

 

(3

)

 

 

(81

)

 

 

(617

)

 

(In millions)

 

Income (loss) from operations before income
taxes and equity in earnings of affiliated companies

 

$

451

 

 

$

335

 

Less: Certain items, pre-tax

 

 

(29

)

 

 

(183

)

Less: Other unallocated items

 

 

(118

)

 

 

(95

)

 

 

(92

)

 

 

(127

)

 

 

(124

)

Total segment EBIT

 

$

409

 

 

$

370

 

 

$

332

 

 

$

607

 

 

$

642

 

33


In fiscal 2017,2023, Income (loss) from continuing operations before income taxes and equity in earnings of affiliated companies increased by $94$116 million. The increase is primarily due to the absence of the Purification Solutions loss on sale and asset impairment charge of $207 million and Total segment EBIT increased by $39 million when compared tothat occurred in fiscal 2016. The increases were primarily driven by higher volumes across all segments except Specialty Fluids ($43 million), higher unit margins in Reinforcement Materials ($62 million), and a favorable impact from changing inventory levels ($23 million),2022, partially offset by higher fixed costs ($49 million), and lower unit margins in Performance Chemicals ($33 million). In addition, Income (loss) from continuing operations before income taxes and equity in earningsthe gain on the Tokai Carbon acquisition of affiliated companies increased due to lower spending on global restructuring activities ($44 million) and lower non-recurring losses on foreign exchange ($11 million) compared to fiscal 2016 and lower legal and environmental matters and reserves ($18 million) which was primarily driven by a charge to the respirator reserve in fiscal 2016$24 million that did not reoccur in fiscal 2017.

In fiscal 2016, Income (loss) from continuing operations before income taxes and equity in earnings of affiliated companies increased by $571 million and2023. Total segment EBIT increaseddecreased by $38$35 million whenin fiscal 2023 compared to fiscal 2015. The increases were2022 driven by lower fixed costs ($64 million) andvolumes, the favorableunfavorable impact of foreign currency translation ($10 million), partially offset by the unfavorable impact from reducing inventory levels ($36 million). In addition, Income (loss) from continuing operations before income taxes and equity in earnings of affiliated companies increased primarily due to the impairment of goodwill and long-lived assets of Purification Solutions ($562 million) and employee benefit plan settlement and other charges ($21 million) in fiscal 2015 that did not reoccur in fiscal 2016. These benefits weremovements, partially offset by higher spending on global restructuring activitiesunit margins in the Reinforcement Materials segment. Lower volumes in the Reinforcement Materials ($2648 million), legal and environmental mattersPerformance Chemicals ($51 million) segments were primarily due to demand softness in key end markets and reservesdestocking. Higher unit margins in the Reinforcement Materials segment ($17128 million) which waswere primarily driven by a chargedue to the respirator reserveimproved pricing and non-recurring losses on foreign exchange ($9 million) compared to fiscal 2015.product mix in our calendar year 2023 annual tire customer agreements.

Certain Items:

Details of the certain items for fiscal 2017, 2016,2023 and 20152022 are as follows:

 

 

Years Ended September 30

 

 

 

2017

 

 

2016

 

 

2015

 

 

 

(In millions)

 

Global restructuring activities (Note N)

 

$

(3

)

 

$

(47

)

 

$

(21

)

Legal and environmental matters and reserves

 

 

1

 

 

 

(17

)

 

 

 

Acquisition and integration-related charges

 

 

 

 

 

 

 

 

(5

)

Employee benefit plan settlement and other charges

   (Note L)

 

 

 

 

 

 

 

 

(21

)

Impairment of goodwill and long-lived assets of Purification

   Solutions (Note E)

 

 

 

 

 

 

 

 

(562

)

Non-recurring gain (loss) on foreign exchange

 

 

 

 

 

(11

)

 

 

(2

)

Inventory adjustment (Note C)

 

 

 

 

 

 

 

 

(6

)

Executive transition costs

 

 

 

 

 

(6

)

 

 

 

Other certain items

 

 

(1

)

 

 

 

 

 

 

Total certain items, pre-tax

 

 

(3

)

 

 

(81

)

 

 

(617

)

Tax-related certain items:

 

 

 

 

 

 

 

 

 

 

 

 

Tax impact of certain items

 

 

1

 

 

 

31

 

 

 

94

 

Discrete tax items

 

 

25

 

 

 

 

 

 

13

 

Total tax-related certain items

 

 

26

 

 

 

31

 

 

 

107

 

Total certain items, net of tax

 

$

23

 

 

$

(50

)

 

$

(510

)

 

 

Years Ended September 30

 

 

 

2023

 

 

2022

 

 

 

(In millions)

 

Gain on sale of land

 

$

1

 

 

$

17

 

Legal and environmental matters and reserves (Note S)

 

 

(10

)

 

 

(9

)

Argentina controlled currency devaluation loss

 

 

(7

)

 

 

 

Acquisition and integration-related charges

 

 

(4

)

 

 

(6

)

Global restructuring activities

 

 

(4

)

 

 

(3

)

Loss on sale of business and asset impairment charge (Note D)

 

 

(3

)

 

 

(207

)

Other certain items

 

 

(2

)

 

 

 

Gain on bargain purchase of a business (Note C)

 

 

 

 

 

24

 

Specialty Fluids divestiture related benefit

 

 

 

 

 

5

 

Employee benefit plan settlement and other charges

 

 

 

 

 

1

 

Purification Solutions divestiture related charges

 

 

 

 

 

(5

)

Total certain items, pre-tax

 

 

(29

)

 

 

(183

)

Non-GAAP tax adjustments

 

 

161

 

 

 

32

 

Total certain items, net of tax

 

$

132

 

 

$

(151

)

35


An explanation of these items of expense and income is included in our discussion under the heading “Definition of Terms and Non-GAAP Financial Measures”. Additional information concerning several of these items is included in our Notes to the Consolidated Financial Statements as follows: Impairment of goodwill and long-lived assets (Note E); Global restructuring activities (Note N); Employee benefit plan settlements (Note L); and Inventory reserve adjustment (Note C). Acquisition and integration-related charges include legal and professional fees, the incremental value of inventory as a result of purchase accounting adjustments and other expenses related to the completion of the acquisitions and the integrations of Purification Solutions and NHUMO. Tax-related certain items include discrete tax items, the nature of which are discussed under the heading “Provision (Benefit) for Income Taxes and Reconciliation of Effective Tax Rate to Operating Tax Rate”, and the tax impact of certain foreign exchange losses.

The tax impact of certain items is determined by (1) starting with the current and deferred income tax expense or benefit, included in Net income (loss) attributable to Cabot Corporation, and (2) subtracting the tax expense or benefit on “adjusted earnings”. Adjusted earnings is defined as the pre-tax income attributable to Cabot Corporation excluding certain items. The tax expense or benefit on adjusted earnings is calculated by applying the operating tax rate, as defined under the section Definition of Terms and Non-GAAP Financial Measures, to adjusted earnings.

Other Unallocated Items:

 

Years Ended September 30

 

 

Years Ended September 30

 

 

2017

 

 

2016

 

 

2015

 

 

2023

 

 

2022

 

 

(In millions)

 

 

(In millions)

 

Interest expense

 

$

(53

)

 

$

(54

)

 

$

(53

)

 

$

(90

)

 

$

(56

)

Unallocated corporate costs

 

 

(50

)

 

 

(45

)

 

 

(46

)

 

 

(54

)

 

 

(59

)

General unallocated income (expense)

 

 

(8

)

 

 

7

 

 

 

11

 

 

 

22

 

 

 

1

 

Less: Equity in earnings of affiliated companies, net of tax

 

 

7

 

 

 

3

 

 

 

4

 

 

 

5

 

 

 

10

 

Total other unallocated items

 

$

(118

)

 

$

(95

)

 

$

(92

)

 

$

(127

)

 

$

(124

)

A discussion of items that we refer to as “other unallocated items” can be found under the heading “Definition of Terms and Non-GAAP Financial Measures”. The balances of unallocated corporate costs are primarily comprised of expenditures related to managing a public company that are not allocated to the segments and corporate business development costs related to new technology efforts.ongoing corporate projects. The balances of General unallocated income (expense) consistsconsist of gains (losses) arising from foreign currency transactions, net of other foreign currency risk management activities, the impact of accounting for certain inventory on a LIFO basis,interest and dividend income, and the profit or loss related to the corporate adjustment for unearned revenue, and the impact of including the full operating results of an equity affiliate in Purification Solutions segment EBIT.revenue.

In fiscal 2017, Total2023, total other unallocated items changedincreased by $23$3 million whenas compared to fiscal 2016, primarily driven by a change of $15 million of General unallocated income (expense). This was2022 primarily due to the cost of sales impact of LIFO accountingincreased interest expense from changes in carbon black raw material costs that resulted in an unfavorable comparison ($14 million). In addition, Unallocated corporate costs changed by $5 million primarily associated with higher expenses related to incentive compensation.

In fiscal 2016, Total other unallocated items changed by $3 million when compared to fiscal 2015, primarily driven by a change of $4 million in General unallocated income (expense). This was due to the cost of sales impact of LIFO accounting from changes in carbon black raw material costs that resulted in an unfavorable comparison ($19 million),interest rates, partially offset by the favorable impact of changes in foreign currency movements ($13 million).higher general unallocated income due to higher interest and investment income.

34


Reinforcement Materials

Sales and EBIT for Reinforcement Materials for fiscal 2017, 20162023 and 20152022 are as follows:

 

 

Years Ended September 30

 

 

 

2023

 

 

2022

 

 

 

(In millions)

 

Reinforcement Materials Sales (1)

 

$

2,563

 

 

$

2,673

 

Reinforcement Materials EBIT

 

$

482

 

 

$

408

 

 

 

Years Ended September 30

 

 

 

2017

 

 

2016

 

 

2015

 

 

 

(In millions)

 

Reinforcement Materials Sales

 

$

1,381

 

 

$

1,108

 

 

$

1,507

 

Reinforcement Materials EBIT

 

$

193

 

 

$

137

 

 

$

143

 

(1)
Beginning in fiscal 2023, the Company began allocating energy center revenue to the applicable segment’s Sales. The Company recast prior period financial information to conform to the new presentation.

In fiscal 2017, sales in Reinforcement Materials increased by $273 million when compared to fiscal 2016. The increase was principally driven by a more favorable price and product mix (combined $260 million) and higher volumes ($27 million), partially offset by the unfavorable comparison of foreign currency translation ($12 million). The more favorable price and product mix was primarily driven by benefits from contract gains and spot pricing in addition to a more favorable regional mix. Higher volumes were driven by an increase in rubber blacks volumes from higher contractual volumes in the Americas.

36


In fiscal 2016,2023, sales in Reinforcement Materials decreased by $399$110 million when compared to fiscal 2015.2022. The decrease was principally drivenprimarily due to lower volumes ($147 million), the unfavorable impact from foreign currency translation ($86 million) and lower by-product revenue ($24 million), partially offset by less favorableimproved price and product mix (combined $335 million), lower volumes ($27 million) and an unfavorable comparison from foreign currency translation ($37$148 million). Lower volumes were primarily due to lower replacement tire demand and customer destocking. The less favorableimproved price and product mix was primarily due to favorable 2023 calendar year customer agreements. The lower selling prices from price adjustments to customers for decreases in raw material costs. Lower volumes were driven by lower demand in South America and Asiaby-product revenue was due to a challenging macro-economicenvironmentlower utility and the closure of our Merak, Indonesia manufacturing plant.

Inenergy costs in fiscal 2017, Reinforcement Materials EBIT increased by $56 million when2023 compared to fiscal 2016 driven principally by higher rubber blacks unit margins ($62 million), higher rubber blacks volumes ($13 million) and the favorable impact from a change2022, particularly in inventory levels ($6 million), partially offset by higher fixed costs ($21 million) and an unfavorable comparison of foreign currency translation ($2 million). The favorable rubber blacks unit margins were due to benefits from contract pricing gains and spot pricing as well as a more favorable regional mix, with higher salesEurope.

EBIT in North America and lower sales in Asia. Higher rubber blacks fixed costs were primarily associated with the timing of required maintenance costs.

In fiscal 2016, Reinforcement Materials EBIT decreasedincreased by $6$74 million when compared to fiscal 20152022. The increase was driven principally by lowerhigher unit margins, net of higher costs ($23128 million) and lower volumes ($10 million). The decrease was partially offset by lower fixed costsvolumes ($1948 million) and a favorable comparisonthe unfavorable impact from foreign currency translation ($96 million). LowerThe higher unit margins net of higher costs was primarily driven by favorable pricing and product mix in 2023 calendar year customer agreements. Volumes were drivenlower across all regions primarily by lower year over year contract pricing in the first quarter of fiscal 2016, increased competition in Asia, unfavorable feedstock-related effects, and lower benefits generated from our energy efficiency investments as a result of lower energy prices. The favorable foreign currency impact was mainly due to the translation oflower replacement tire demand and destocking at our local currency fixed costs in South America to U.S. dollars. Lower fixed costs were due to cost reductions as a result of restructuring actions and reduced maintenance costs.major tire customers.

Performance Chemicals

Sales and EBIT for Performance Chemicals for fiscal 2017, 20162023 and 20152022 are as follows:

 

 

Years Ended September 30

 

 

 

2023

 

 

2022

 

 

 

(In millions)

 

Performance Chemicals Sales (1)

 

$

1,225

 

 

$

1,388

 

Performance Chemicals EBIT

 

$

125

 

 

$

234

 

 

 

Years Ended September 30

 

 

 

2017

 

 

2016

 

 

2015

 

 

 

(In millions)

 

Specialty Carbons and Formulations Sales

 

$

623

 

 

$

578

 

 

$

630

 

Metal Oxides Sales

 

 

285

 

 

 

287

 

 

 

297

 

Performance Chemicals Sales

 

$

908

 

 

$

865

 

 

$

927

 

Performance Chemicals EBIT

 

$

201

 

 

$

225

 

 

$

178

 

(1)
Beginning in fiscal 2023, the Company began allocating energy center revenue to the applicable segment’s Sales. The Company recast prior period financial information to conform to the new presentation.

In fiscal 2017, sales in Performance Chemicals increased by $43 million when compared to fiscal 2016 primarily due to an increase in sales from Specialty Carbons and Formulations ($45 million). The increase in sales from Specialty Carbons and Formulations was due to higher volumes ($31 million) and a favorable price and product mix (combined $18 million), partially offset by an unfavorable comparison of foreign currency translation ($5 million). The higher volumes were mainly driven by growth from sales in Asia and North America. In addition, overall product mix was more favorable in all regions driven by growth in automotive, coatings, and energy materials.

In fiscal 2016,2023, sales in Performance Chemicals decreased by $62$163 million when compared to the same period of fiscal 20152022 due to alower volumes ($65 million), the unfavorable impact of foreign currency translation ($42 million), less favorable pricepricing and product mix (combined $51$49 million) and the unfavorable comparison from foreign currency translationlower by-product revenue ($21 million), partially offset by higher volumes ($106 million). The changelower volumes were primarily due to customer destocking, demand softness in pricekey end markets and prolonged weakness in China following the impact from COVID-19 outbreaks in the first half of fiscal 2023. The less favorable pricing and product mix was mainly driven by price adjustmentsprimarily due to customers for decreases inlower raw material costs.prices that are generally passed through to our customers and a less favorable pricing and product mix within the battery materials product line.

In fiscal 2017, EBIT in Performance Chemicals decreased by $24$109 million when compared to the same period of fiscal 20162022 due to lower volumes ($51 million), lower unit margins ($3343 million), higher fixed coststhe unfavorable impact of a reduction in inventory levels ($2310 million) and the unfavorable impact of foreign currency translation ($210 million). Lower volumes were driven by customer destocking, demand softness in key end markets, and prolonged weakness in China following the impact from COVID-19 outbreaks in the first half of fiscal 2023. The decrease in unit margins was driven by higher raw material costs. Higher fixed costs were a result of increased maintenance, higher activity levels and growth investments. These decreases in EBIT were partially offset by higher volumes ($32 million) and the favorable impact from changing inventory levels ($2 million). The increase in volumes were primarily driven by growth across all Performance Chemicals segments during fiscal 2017 with increases in volumes from Asia, North America and Europe.

In fiscal 2016, EBIT in Performance Chemicals was $47 million higher when compared to fiscal 2015 primarilylargely due to higher unit margins ($34 million)a less favorable pricing and lower fixed costs ($22 million), partially offset by the unfavorable impact of reducing inventory levels ($6 million) and the unfavorable impact of foreign currency translation ($2 million). Unit margins improved primarily due to lower raw material costs. Lower fixed costs were primarily due to cost reductions as a result of restructuring actions taken earlierproduct mix in the fiscal year.battery materials and specialty carbons product lines.

37


Purification Solutions

Sales and EBIT for Purification Solutions for fiscal 2017, 20162023 and 20152022 are as follows:

 

Years Ended September 30

 

 

Years Ended September 30

 

 

2017

 

 

2016

 

 

2015

 

 

2023

 

 

2022

 

 

(In millions)

 

 

(In millions)

 

Purification Solutions Sales

 

$

281

 

 

$

290

 

 

$

296

 

 

$

 

 

$

97

 

Purification Solutions EBIT

 

$

6

 

 

$

(5

)

 

$

5

 

 

$

 

 

$

 

Sales inWe divested the Purification Solutions decreased by $9 millionbusiness in fiscal 2017 when comparedMarch 2022. Refer to fiscal 2016 dueNote D of our Notes to a less favorable price and product mix (combined $16 million) and an unfavorable comparison of foreign currency translation ($1 million), partially offset by higher volumes ($8 million). The less favorable price and product mix was primarily due to price competition in North America for powder activated carbon and weaker mix in specialty applications. The increase in volumes during fiscal 2017 was primarily due to volume growth within mercury removal and specialty applications.the Consolidated Financial Statements.

Sales in Purification Solutions decreased by $6 million in fiscal 2016 when compared to fiscal 2015 primarily due to a less favorable price and product mix (combined $10 million) and the unfavorable impact of foreign currency translation ($6 million), partially offset by an increase in volumes ($10 million). The less favorable price and product mix was due to competitive factors in certain gas and air and water applications as well as increased demand for lower priced products. Higher volumes were driven by higher demand for activated carbon in gas and air applications as the MATS regulation took full effect in April 2016.

EBIT in Purification Solutions increased by $11 million in fiscal 2017 when compared to fiscal 2016 driven by the favorable impact of changing inventory levels ($15 million), higher volumes ($5 million) and the favorable comparison of foreign currency translation ($2 million). These improvements were partially offset by lower unit margins ($5 million) and higher fixed costs ($6 million). Higher volumes were due to sales to mercury removal and specialty customers. Higher fixed costs were a result of a plant disruption during the third quarter of fiscal 2017 and investment in research and development, marketing and sales resources as we focus on growing the specialty portion of the portfolio.

EBIT in Purification Solutions decreased by $10 million in fiscal 2016 when compared to fiscal 2015 driven by the unfavorable impact from reducing inventory levels ($29 million) and lower unit margins ($12 million)due to a less favorable price and product mix and higher raw material costs, partially offset by lower fixed costs due to cost reduction efforts ($19 million), higher volumes ($9 million), and the favorable impact of foreign currency exchange ($3 million).

Specialty Fluids

Sales and EBIT for Specialty Fluids for fiscal 2017, 2016 and 2015 are as follows:

 

 

Years Ended September 30

 

 

 

2017

 

 

2016

 

 

2015

 

 

 

(In millions)

 

Specialty Fluids Sales

 

$

41

 

 

$

47

 

 

$

42

 

Specialty Fluids EBIT

 

$

9

 

 

$

13

 

 

$

6

 

Sales in Specialty Fluids decreased by $6 million in fiscal 2017 when compared to fiscal 2016. The decrease was primarily due to lower volumes ($9 million) from lower project activity levels that resulted in lower rental and sales volumes for our drilling fluids. The decrease in volumes was partially offset by a more favorable price and product mix (combined $2 million).

Sales in Specialty Fluids increased by $5 million in fiscal 2016 when compared to fiscal 2015. The increase was primarily due to higher volumes ($5 million). The increase in volumes was driven by a higher level of project activity that resulted in higher rental and sales volumes for our drilling fluids in both the North Sea and Asia.

EBIT in Specialty Fluids decreased by $4 million in fiscal 2017 when compared to fiscal 2016. The decrease was primarily due to lower volumes ($6 million), which was partially offset by an improved price and product mix ($2 million).

EBIT in Specialty Fluids increased by $7 million in fiscal 2016 when compared to fiscal 2015. The increase is primarily due to higher volumes ($4 million) and lower fixed costs ($4 million), partially offset by a less favorable price and product mix ($1 million).

3835


Outlook

Fiscal 2024 Outlook

Looking forward to 2018,fiscal 2024, we remain focused on our strategy of investingCreating for growth in the core, driving application innovation with our customers, andTomorrow, advancing several strategic initiatives, generating strong cash flows, through efficiency and optimization. The global marketmaintaining a disciplined approach to capital allocation. While we believe that customer destocking is largely over in our key end markets, both for our Reinforcement Materials generally remains favorable. We continueand Performance Chemicals segments, we expect the challenging macroeconomic conditions seen in fiscal 2023 to see strength in Europe driven by increasing demand and high utilization rates. In China, both demand and pricing remain firm, and the long-term fundamentals for tire growth in North America remain solid with growth rates expectedpersist into fiscal 2024 which may drive certain customers to be cautious in line with gross domestic product (“GDP”). In termstheir short-term purchasing behavior, particularly those of emerging markets, South America continuesour Performance Chemicals segment, which could impact our fiscal 2024 results. We do not expect this short-term behavior to gain momentum across all product categorieshave a long-term impact on the business as the local economies slowly recover. In Performance Chemicals, the end markets remain robust with growth rates in excess of global GDPconditions subside.

Liquidity and we continue to develop the foundation for future growth in Fumed Metal Oxides with our announced investments in Wuhai, China and Carrollton, Kentucky and in Specialty Compounds with our acquisition of Tech Blend. In addition, we have numerous expansion and debottleneck projects underway around the world to support capacity growth for our carbon black businesses. In Purification Solutions, we anticipate continued momentum in specialty applications, while competition will remain intense in our mercury removal business in North America. The Specialty Fluids segment continues to make progress in the expansion of the customer base in the Asia, Middle East and Africa region. In addition, in 2018, we will continue to invest in new product and process technology, seek to capture the operating leverage from improving utilizations, and pursue growth investments including acquisitions in our existing businesses.Capital Resources

Overview

Cash Flows and Liquidity

Overview

Our liquidity position, as measured by cash and cash equivalents plus borrowing availability, increased by $80 $200 million during fiscal 2017. The increase was attributable to an increase in our cash balances2023, primarily due to stronga higher cash flow from operations.balance and lower outstanding commercial paper balance at the end of the period. As of September 30, 2017,2023, we had cash and cash equivalents of $280 $238 million and borrowing availability under our revolving credit agreementagreements of $1 billion.

We have access to borrowings under the following two credit agreements:

$1 billion. Our billion unsecured revolving credit agreement (the “U.S. Credit Agreement”) with JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, and the other lenders party thereto, which was amendedmatures in October 2017 to extend the maturity to October 2022,August 2027. The U.S. Credit Agreement supports our issuance of commercial paper, program and borrowings under it may be used for working capital, letters of credit and other general corporate purposes.

€300 million unsecured revolving credit agreement (the “Euro Credit Agreement”, and together with the U.S. Credit Agreement, the “Credit Agreements”), with PNC Bank, National Association, as Administrative Agent, and the other lenders party thereto, which matures in August 2027. Borrowings under the Euro Credit Agreement may be used for the repatriation of earnings of our foreign subsidiaries to the United States, the repayment of indebtedness of our foreign subsidiaries owing to us or any of our subsidiaries and for working capital and general corporate purposes.

AtAs of September 30, 2017,2023, we were in compliance with all applicablethe debt covenants under our revolving credit facility including the totalCredit Agreements, which, with limited exceptions, require us to comply on a quarterly basis with a leverage test requiring the ratio of consolidated net debt to consolidated EBITDA (earnings before interest, taxes, depreciationnot to exceed 3.50 to 1.00. Consolidated net debt is defined as consolidated debt offset by the lesser of (i) unrestricted cash and amortization) covenant.cash equivalents and (ii) $150 million.

A significant portion of our business occurs outside the U.S. and our cash generation does not always align geographically with our cash needs. The vast majority of our cash and cash equivalent holdings tend to be held outside the U.S. CashWe generally use a combination of U.S. earnings, repatriation of certain foreign earnings, commercial paper issuances and borrowings under our U.S. Credit Agreement to meet our U.S. cash needs. With the exception of Argentina, which has currency controls that prevent the distribution of cash, we are generally able to move cash throughout the Company through our cash pooling structures, intercompany accounts and/or distributions, as needed. Although we repatriate certain foreign earnings, cash held by foreign subsidiaries is generally considered permanently reinvested and is used to finance the subsidiaries’ operational activities and future investments. We use commercial paper throughout the year to manage short term U.S. cash needs. Theusually reduce our commercial paper balance is generally paid downand, if applicable, borrowings under our Credit Agreements, at quarter-end using cash derived from customer collections, settlement of intercompany balances and short-term intercompany loans. In the unusual event thatIf additional funds are needed in the U.S., we haveexpect to be able to repatriate cash, including cash from China, while paying any withholding or other taxes. Changes in tax laws in the U.S. or foreign countries could restrict our ability to repatriate additional funds. Such repatriation could result in an adjustment totransfer funds or impose material costs on such transfers.

As of September 30, 2023, we had $1 billion of availability under our tax liability.Credit Agreements. As of September 30, 2023, we had $120 million of borrowings outstanding under the Euro Credit Agreement and no outstanding borrowings under the U.S. Credit Agreement. There was $172 million and $322 million of commercial paper outstanding at September 30, 2023 and 2022, respectively.

We generally manage our cash and debt on a global basis to provide for working capital requirements as needed by region or site. Cash and debt are generally denominated in the local currency of the subsidiary holding the assets or liabilities, except where there are operational cash flow reasons to hold non-functional currency or debt.

We anticipate sufficient liquidity from (i) cash on hand; (ii) cash flows from operating activities; and (iii) cash available from our revolving credit agreementthe Credit Agreements and our commercial paper program to meet our operational and capital investment needs and financial obligations for the foreseeable future. The liquidity we derive from cash flows from operations is, to a large degree, predicated on our ability to collect our receivables in a timely manner, the cost of our raw materials, and our ability to manage inventory levels.

We issued $250 million of 2.55% fixed rate debt in fiscal 2012 that matures on January 15, 2018. We intend to refinance this debt, and are evaluating all of our refinancing options, including a public bond, commercial paper, and various forms of bank debt.

Our Consolidated Statements of Cash Flows have been presented to include discontinued operations with continuing operations. Therefore, unless noted otherwise, the following discussion of our cash flows and liquidity position include both continuing and discontinued operations.

The following discussion of the changes in our cash balance refers to the various sections of our Consolidated Statements of Cash Flows.

36


Cash Flows from Operating Activities

Cash provided by operating activities, which consists of net income adjusted for the various non-cash items included in income, changes in working capital and changes in certain other balance sheet accounts, totaled $340$595 million in fiscal 2017.2023. Operating activities provided $392$100 million and $499 millionof cash in fiscal 2016 and 2015, respectively.2022.

39


Cash provided by operating activities in fiscal 20172023 was driven primarily by net incomebusiness earnings excluding the non-cash impacts of $266depreciation and amortization of $144 million, plus $155 milliona decrease in net working capital of non-cash depreciation$97 million. The decrease in net working capital was largely driven by a decrease in accounts receivable due to lower customer prices from lower cost of raw materials and amortization. In addition, there was an increasedecreased sales volumes and a decrease in inventories, partially offset by a decrease in accounts payable and accruals and dividends from equity affiliates. These sourcesaccrued expenses driven by lower cost of cash were partially offset by increases in accounts receivable and inventories due to higher sales and raw material costs.materials.

Cash provided by operating activities in fiscal 20162022 was driven primarily by net incomebusiness earnings excluding the non-cash impacts of $164 million plus $161 million of non-cash depreciation and amortization. In addition, thereamortization of $146 million, which was apartially offset by an increase in net decreaseworking capital of $431 million. The increase in net working capital was driven by an increase in accounts receivable and inventories largely driven by lowerdue to higher sales, including the pass through of higher raw material costs, and associated price reductions. These sourcesan increase in inventory driven by a higher cost of cash wereraw materials, partially offset by a decreasean increase in accounts payable.

Cash provided by operating activities in fiscal 2015 was driven primarily by our non-cash charges for depreciation and amortization and asset impairments, which more than offset our net loss for the period. In addition, there was a net decrease in accounts receivable and inventories largely driven by lower raw material costs and associated price reductions.

In addition to the factors noted above, the following other elements of operations have a bearing on operating cash flows:

Restructurings — As of September 30, 2017, we had $3 million of total restructuring costs in accrued expenses in the Consolidated Balance Sheets related to our global restructuring activities. We made cash payments of $6 million during fiscal 2017. In fiscal 2018 and thereafter, we expect to make cash payments totaling approximately $6 million related to these restructuring plans.

We may receive cash in the future from the sale of certain assets and land relating to restructured sites, which is not included in these amounts.

Environmental Reserves and Litigation Matters—As of September 30, 2017, we had a $12 million reserve for environmental remediation costs at various sites. These sites are primarily associated with businesses divested in prior years. Additionally, as of September 30, 2017, we had a $18 million reserve for respirator claims. Expenditures for each of these reserves will be incurred over many years. We also have other litigation costs arising in the ordinary course of business.

Cash Flows from Investing Activities

Investing activities consumed $214 million of cash in fiscal 2023 compared to $118 million in fiscal 2022. In fiscal 2017,2023, the use of cash by investing activities primarily consisted of $244 million of capital expenditures were $147 million. Capital expenditures were primarily related tofor sustaining and compliance capital projects at our operating facilities. facilities as well as growth-related capital, including a capacity expansion project in Performance Chemicals, partially offset by proceeds from insurance settlements of $12 million, proceeds from the sale of land of $7 million, and proceeds from the sale of our Purification Solutions business of $6 million.

In fiscal 2016,2022, the use of cash by investing activities primarily consisted of $211 million of capital expenditures were $112 million. Major capital project expenditures were related to sustaining and compliance activities. In fiscal 2015, capital expenditures were $141 million. Major capital project expenditures were related to the completion of our lignite mine development project in the Purification Solutions segment, mine development activities for our Specialty Fluids segment, and sustaining and compliance capital projects at our operating facilities.facilities as well as growth-related capital, including a capacity expansion project in Performance Chemicals, partially offset by proceeds from the sale of our Purification Solutions business of $79 million and proceeds from the sale of land of $18 million.

Capital expenditures for fiscal 20182024 are expected to be between $225$250 million and $250$275 million. Our planned capital spending program for fiscal 20182024 is primarily for sustaining, compliance and improvement capital projects at our operating facilities as well as capacity expansion capital expenditures, primarily for the construction of our fumed silica manufacturing plants in Carrollton, Kentucky and Wuhai, China.expenditures.

Cash Flows from Financing Activities

Financing activities consumed $125$403 million of cash in fiscal 20172023 compared to $184$145 million provided in fiscal 2016 and $256 million2022. The cash consumed by financing activities in fiscal 2015. The use2023 primarily consisted of cash in fiscal 2017 was primarily relatednet repayments of long-term debt of $6 million, which consisted of repayments of $90 million partially offset by proceeds of $84 million, net repayments of commercial paper of $149 million, net repayments of credit facility borrowings of $24 million, dividend payments to cash dividends paid to common stockholders of $77$88 million, purchases of common stock of $61$98 million and cash dividends paiddividend payments to noncontrolling interests of $14$42 million. Partially offsetting these uses

The cash provided by financing activities in fiscal 2022 primarily consisted of cash was $21net proceeds from long-term debt of $22 million, which consisted of proceeds of $394 million less repayments of $372 million, net proceeds from the exerciseissuance of stock options granted under our incentive compensation plans.

The usecommercial paper of cash in fiscal 2016 was primarily related$250 million, and proceeds from short-term borrowings of $26 million, partially offset by dividend payments to cash dividends paid to common stockholders of $65$84 million, purchases of common stock of $45$53 million cash dividends paidand dividend payments to noncontrolling interests of $16 million, and a decrease in our overall debt balance of $68$22 million. The decrease in debt was driven primarily by our redemption of our $300 million 5% fixed rate debt and a reduction in our outstanding commercial paper, partially offset by the issuance of $250 million in registered notes with a coupon of 3.4% that mature on September 15, 2026.

At September 30, 2017, we had $1 billion of availability under our credit agreement. Although generally we have an outstanding commercial paper balance during the quarter, we pay down the balance at quarter-end through cash receipts from collections, settlement of intercompany balances and short-term intercompany loans. As such, there was no commercial paper outstanding at September 30, 2017 or 2016.

Our long-term total debt, of which $256 $8 million is current, matures at various times as presented in Note HI of our Notes to the Consolidated Financial Statements. The weighted-average interest rate on our fixed rate long-term debt was 3.54%4.29% as of September 30, 2017.2023.

40


Share Repurchases

DuringIn fiscal 2017, 2016, and 2015,2018, our Board of Directors authorized us to repurchase up to an additional ten million shares of common stock. In fiscal 2023, we repurchased approximately 1.1 million, 0.8 million, and 2.31.3 million shares of our common stock on the open market for an aggregate purchase price$91 million. In fiscal 2022 we repurchased approximately 0.8 million shares of $59common stock on the open market for $49 million. Additionally, during both fiscal 2023 and fiscal 2022 we repurchased 0.1 million $39shares of our common stock associated with employee tax obligations on stock-based compensation awards for $7 million and $96$4 million, respectively. As of September 30, 2017,2023, we had approximately 1.73.0 million shares available for repurchase under the Board of Directors’ share repurchase authorization.

Dividend Payments

In fiscal 2017, 20162023 and 2015,fiscal 2022, we paid cash dividends on our common stock of $1.23, $1.04$1.54 and $0.88$1.48 per share, respectively. These cash dividend payments totaled $77$88 million and $84 million in fiscal 2017, $65 million in2023 and fiscal 2016, and $56 million in fiscal 2015.2022, respectively.

37


Employee Benefit Plans

As of September 30, 2017,2023, we had a consolidated pension obligation, net of the fair value of plan assets, of $115$22 million, comprised of $62 million for pension benefit plan liabilities and $53 million forprimarily associated with postretirement benefit plan liabilities.

The $62 million of unfunded pension benefit plan liabilities is derived as follows:

 

 

U.S.

 

 

Foreign

 

 

Total

 

 

 

(In millions)

 

Fair Value of Plan Assets

 

$

156

 

 

$

318

 

 

$

474

 

Benefit Obligation

 

 

160

 

 

 

376

 

 

 

536

 

Unfunded Status

 

$

(4

)

 

$

(58

)

 

$

(62

)

In fiscal 2017,2023, we made cash contributions totaling approximately $9$4 million to our foreigndefined benefit pension benefit plans. In fiscal 2018,2024, we expect to make cash contributions of $8$4 million to our foreigndefined benefit pension plans.

The $53$25 million of unfunded postretirement benefit plan liabilities is comprised of $33$14 million for our U.S. and $20$11 million for our foreign postretirement benefit plans. These postretirement benefit plans provide certain health care and life insurance benefits for retired employees. Typical of such plans, our postretirement plans are unfunded and, therefore, have no plan assets. We fund these plans as claims or insurance premiums come due. In fiscal 2017,2023, we paid postretirement benefits of $3 million under our U.S. postretirement plans and less than $1 million under our foreign postretirement plans.$3 million. For fiscal 2018,2024, our benefit payments for our postretirement plans are expected to be immaterial.$3 million.

Off-Balance Sheet ArrangementsIn fiscal 2023, we commenced the plan termination process for the Cabot Carbon Limited Pension Plan and Carbon Plastics Pension Plan and expect to complete this process in fiscal 2024.

We had no material transactions that meet the definition of an off-balance sheet arrangement.

Contractual Obligations

The following table sets forth our long-term contractual obligations.

 

 

Payments Due by Fiscal Year

 

 

 

2024

 

 

2025

 

 

2026

 

 

2027

 

 

2028

 

 

Thereafter

 

 

Total

 

 

 

(In millions)

 

Purchase commitments

 

$

249

 

 

$

223

 

 

$

217

 

 

$

197

 

 

$

122

 

 

$

1,477

 

 

$

2,485

 

Long-term debt

 

 

4

 

 

 

 

 

 

250

 

 

 

120

 

 

 

8

 

 

 

700

 

 

 

1,082

 

Fixed interest on long-term debt

 

 

41

 

 

 

41

 

 

 

41

 

 

 

33

 

 

 

32

 

 

 

82

 

 

 

270

 

Variable interest on long-term debt

 

 

6

 

 

 

6

 

 

 

6

 

 

 

6

 

 

 

 

 

 

 

 

 

24

 

Finance leases(1)

 

 

5

 

 

 

4

 

 

 

4

 

 

 

3

 

 

 

3

 

 

 

15

 

 

 

34

 

Operating leases(1)

 

 

18

 

 

 

16

 

 

 

13

 

 

 

12

 

 

 

10

 

 

 

51

 

 

 

120

 

Total

 

$

323

 

 

$

290

 

 

$

531

 

 

$

371

 

 

$

175

 

 

$

2,325

 

 

$

4,015

 

 

 

Payments Due by Fiscal Year

 

 

 

2018

 

 

2019

 

 

2020

 

 

2021

 

 

2022

 

 

Thereafter

 

 

Total

 

 

 

(In millions)

 

Purchase Commitments

 

$

304

 

 

$

298

 

 

$

193

 

 

$

146

 

 

$

134

 

 

$

1,858

 

 

$

2,933

 

Long-term debt

 

 

255

 

 

 

30

 

 

 

 

 

 

 

 

 

365

 

 

 

258

 

 

 

908

 

Capital lease obligations(1)

 

 

3

 

 

 

2

 

 

 

2

 

 

 

2

 

 

 

2

 

 

 

9

 

 

 

20

 

Fixed interest on long-term debt

 

 

28

 

 

 

24

 

 

 

23

 

 

 

23

 

 

 

20

 

 

 

37

 

 

 

155

 

Operating leases

 

 

25

 

 

 

16

 

 

 

10

 

 

 

9

 

 

 

8

 

 

 

68

 

 

 

136

 

Total

 

$

615

 

 

$

370

 

 

$

228

 

 

$

180

 

 

$

529

 

 

$

2,230

 

 

$

4,152

 

(1)
Lease liabilities include interest.

(1)

Capital lease obligations include interest.

Purchase Commitments

We have entered into long-term, volume-based purchase agreements primarily for the purchase of raw materials and natural gas with various key suppliers in Reinforcement Materials, Performance Chemicals, and Purification Solutions.for all of our business segments. Under certain of these agreements the quantity of material being purchased is fixed, but the price we pay changes as market prices change. For purposes of the table above, current purchase prices have been used to quantify total commitments.

Capital Leases

We have capital lease obligationsalso entered into long-term purchase agreements primarily for certain equipment and buildings. These obligationsservices related to information technology, which are payable overnot included in the table above, that total $19 million as of September 30, 2023, the majority of which is expected to be paid within the next 16 5 years.

41


Operating Leases

We have operatingentered into various leases as the lessee, primarily comprised of leases forrelated to certain transportation vehicles, warehouse facilities, office space, and machinery and equipment. These leases have remaining lease terms between one and sixteen years, some of which may include options to extend the leases for up to fifteen years or options to terminate the leases. Our land leases have remaining lease terms up to seventy-nine years.

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to changes in interest rates and foreign currency exchange rates because we finance certain operations through long- and short-term borrowings and denominate our transactions in a variety of foreign currencies. Changes in these rates may have an impact on future cash flows and earnings. We manage these risks through normal operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments.

We have policies governing our use of derivative instruments, and we do not enter into financial instruments for trading or speculative purposes.

38


By using derivative instruments, we are subject to credit and market risk. The derivative instruments are booked in our balance sheet at fair value and reflect the asset or liability position as of September 30, 2017.2023. If a counterparty fails to fulfill its performance obligations under a derivative contract, our exposure will equal the fair value of the derivative. Generally, when the fair value of a derivative contract is positive, the counterparty owes Cabot, thus creating a payment risk for Cabot. We minimize counterparty credit or repayment risk by entering into these transactions with major financial institutions of investment grade credit rating. Our exposure to market risk is not hedged in a manner that completely eliminates the effects of changing market conditions on earnings or cash flow.

Foreign Currency Risk

Our international operations are subject to certain risks, including currency exchange rate fluctuations and government actions. In the fourth quarter of fiscal 2016, we entered intoWe have cross-currency swaps designated as hedges of our net investments in certain Euro denominated subsidiaries. The following table summarizes the principal terms of our cross-currency swaps, including the aggregate notional amount of the swaps, the interest rate payment we receive from and pay to our swap counterparties, the term and fair value at September 30, 2017.2023 and September 30, 2022.

Description

 

Notional Amount

 

Interest Rate Received

 

 

Interest Rate Paid

 

 

Fiscal Year Entered Into

 

Maturity Year

 

Fair Value at September 30, 2017

 

Notional Amount

 

Interest Rate Received

 

Interest Rate Paid

 

Fiscal Year Entered Into

 

Maturity Year

 

Fair Value at September 30, 2023

 

Fair Value at September 30, 2022

Cross-Currency Swaps

 

USD 250 million swapped to EUR 223 million

 

 

3.40%

 

 

 

1.94%

 

 

2016

 

2026

 

$(13) million

Cross Currency Swaps

 

USD 250 million swapped to EUR 223 million

 

3.40%

 

1.94%

 

2016

 

2026

 

$12 million

 

$29 million

We also have foreign currency exposures arising from the denomination of monetary assets and liabilities in foreign currencies other than the functional currency of a given subsidiary as well as the risk that currency fluctuations could affect the dollar value of future cash flows generated in foreign currencies. Accordingly, we use short-term forward contracts to minimize the exposure to foreign currency risk. At September 30, 2017,2023, we had $5$82 million in netnotional foreign currency contracts, which were denominated in Indonesian rupiah, Czech koruna, and Colombian peso. At September 30, 2022, we had $42 million in notional foreign currency contracts, which were denominated in Indonesian rupiah and Czech koruna. These forwards had a fair value of less than $1$1 million as of both September 30, 2017.2023 and 2022.

In certain situations where we have forecasted purchases under a long-term commitment or forecasted sales denominated in a foreign currency, we may enter into appropriate financial instruments in accordance with our risk management policy to hedge future cash flow exposures.

The primary currencies for which we have exchange rate exposure are the Euro, Japanese Yen, Brazilian Real, and Argentine Peso. In fiscal year 2017,2023, due to the weakening of most foreign currencies against the U.S. dollar, foreign currency translations in the aggregate decreased our business segment EBIT by $2$16 million, the majority of which affected the results of the Reinforcement Materials and Performance Chemicals segments, partially offset by a favorable impactMaterials segments. In fiscal 2022, due to the Purification Solutions segment. The overall unfavorable impact was largely from the translationweakening of local currency denominated operating costs to U.S. dollars in China and Brazil, where the average exchange rates increased in value versusmost foreign currencies against the U.S. dollar, during fiscal 2017. In addition, weforeign currency translations in the aggregate decreased our business segment EBIT by $24 million, which affected the results of the Reinforcement Materials and Performance Materials segments. We recognized a $4net foreign exchange loss of $35 million expense in Other income (expense) in fiscal 20172023 from the revaluation of monetary assets and liabilities from transactional currencies to functional currency, largely attributable to changes in the value of the Argentine Pesopeso. In fiscal 2022, we recognized a net foreign exchange loss of $13 million in Other income (expense) from the revaluation of monetary assets and liabilities from transactional currencies to functional currency, largely attributable to changes in the value of the Argentine peso and to a lesser extent Colombian Peso during the year.peso.

39


Item 8. Financial Statements and Supplementary Data

42


Item  8.

Financial Statements and Supplementary Data

INDEX TO FINANCIAL STATEMENTS

Description

Description

Page

Description

Page

(1)

Consolidated Statements of Operations

44

(2)(1)

Consolidated Statements of Comprehensive Income

45

Consolidated Statements of Operations

41

(3)(2)

Consolidated Balance Sheets

46

Consolidated Statements of Comprehensive Income

42

(4)(3)

Consolidated Statements of Cash Flows

48

Consolidated Balance Sheets

43

(5)(4)

Consolidated Statements of Changes in Stockholders’ Equity

49

Consolidated Statements of Cash Flows

45

(6)(5)

Notes to the Consolidated Financial Statements

50

Consolidated Statements of Changes in Stockholders’ Equity

46

(7)(6)

Reports of Independent Registered Public Accounting Firm

87

Notes to the Consolidated Financial Statements

47

(7)

Reports of Independent Registered Public Accounting Firm (PCAOB ID 34)

80

4340


CABOT CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

 

Years Ended September 30

 

 

Years Ended September 30

 

 

2017

 

 

2016

 

 

2015

 

 

2023

 

 

2022

 

 

2021

 

 

(In millions, except per share amounts)

 

 

(In millions, except per share amounts)

 

Net sales and other operating revenues

 

$

2,717

 

 

$

2,411

 

 

$

2,871

 

 

$

3,931

 

 

$

4,321

 

 

$

3,409

 

Cost of sales

 

 

2,065

 

 

 

1,833

 

 

 

2,286

 

 

 

3,092

 

 

 

3,436

 

 

 

2,610

 

Gross profit

 

 

652

 

 

 

578

 

 

 

585

 

 

 

839

 

 

 

885

 

 

 

799

 

Selling and administrative expenses

 

 

260

 

 

 

275

 

 

 

282

 

 

 

253

 

 

 

258

 

 

 

289

 

Research and technical expenses

 

 

56

 

 

 

53

 

 

 

58

 

 

 

57

 

 

 

55

 

 

 

56

 

Purification Solutions long-lived assets impairment charge (Note E)

 

 

 

 

 

 

 

 

210

 

Purification Solutions goodwill impairment charge (Note E)

 

 

 

 

 

 

 

 

352

 

Loss on sale of business and asset impairment charge (Note D)

 

 

3

 

 

 

207

 

 

 

 

Gain on bargain purchase of a business (Note C)

 

 

 

 

 

(24

)

 

 

 

Income (loss) from operations

 

 

336

 

 

 

250

 

 

 

(317

)

 

 

526

 

 

 

389

 

 

 

454

 

Interest and dividend income

 

 

9

 

 

 

5

 

 

 

4

 

 

 

31

 

 

 

11

 

 

 

8

 

Interest expense

 

 

(53

)

 

 

(54

)

 

 

(53

)

 

 

(90

)

 

 

(56

)

 

 

(49

)

Other income (expense)

 

 

(4

)

 

 

(7

)

 

 

(11

)

 

 

(16

)

 

 

(9

)

 

 

(7

)

Income (loss) from continuing operations before income taxes and

equity in earnings of affiliated companies

 

 

288

 

 

 

194

 

 

 

(377

)

Income (loss) from operations before income taxes and
equity in earnings of affiliated companies

 

 

451

 

 

 

335

 

 

 

406

 

(Provision) benefit for income taxes

 

 

(29

)

 

 

(34

)

 

 

45

 

 

 

28

 

 

 

(102

)

 

 

(123

)

Equity in earnings of affiliated companies, net of tax

 

 

7

 

 

 

3

 

 

 

4

 

 

 

5

 

 

 

10

 

 

 

3

 

Income (loss) from continuing operations

 

 

266

 

 

 

163

 

 

 

(328

)

Income (loss) from discontinued operations, net of tax of $—, $1 and $—

 

 

 

 

 

1

 

 

 

2

 

Net income (loss)

 

 

266

 

 

 

164

 

 

 

(326

)

 

 

484

 

 

 

243

 

 

 

286

 

Net income (loss) attributable to noncontrolling interests, net of tax

of $6, $4 and $5

 

 

25

 

 

 

15

 

 

 

8

 

Net income (loss) attributable to noncontrolling interests, net of tax
of $
9, $8 and $10

 

 

39

 

 

 

34

 

 

 

36

 

Net income (loss) attributable to Cabot Corporation

 

$

241

 

 

$

149

 

 

$

(334

)

 

$

445

 

 

$

209

 

 

$

250

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

62.3

 

 

 

62.4

 

 

 

63.4

 

 

 

56.1

 

 

 

56.5

 

 

 

56.7

 

Diluted

 

 

62.7

 

 

 

62.9

 

 

 

63.4

 

 

 

56.5

 

 

 

56.9

 

 

 

56.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic:

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations attributable to

Cabot Corporation

 

$

3.83

 

 

$

2.36

 

 

$

(5.29

)

Income (loss) from discontinued operations

 

 

 

 

 

0.02

 

 

 

0.02

 

Net income (loss) attributable to Cabot Corporation

 

$

3.83

 

 

$

2.38

 

 

$

(5.27

)

Diluted:

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations attributable to

Cabot Corporation

 

$

3.80

 

 

$

2.34

 

 

$

(5.29

)

Income (loss) from discontinued operations

 

 

 

 

 

0.02

 

 

 

0.02

 

Net income (loss) attributable to Cabot Corporation

 

$

3.80

 

 

$

2.36

 

 

$

(5.27

)

 

 

 

 

 

 

 

 

 

 

 

 

Dividends per common share

 

$

1.23

 

 

$

1.04

 

 

$

0.88

 

Earnings (loss) per common share:

 

 

 

 

 

 

 

 

 

Basic

 

$

7.79

 

 

$

3.65

 

 

$

4.35

 

Diluted

 

$

7.73

 

 

$

3.62

 

 

$

4.34

 

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

4441


CABOT CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

Years Ended September 30

 

 

Years Ended September 30

 

 

2017

 

 

2016

 

 

2015

 

 

2023

 

 

2022

 

 

2021

 

 

(In millions)

 

 

(In millions)

 

Net income (loss)

 

$

266

 

 

$

164

 

 

$

(326

)

 

$

484

 

 

$

243

 

 

$

286

 

Other comprehensive income (loss), net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment, net of tax (provision) benefit

of $4, $—, $3

 

 

25

 

 

 

7

 

 

 

(270

)

Pension and other postretirement benefit liability adjustments

 

 

 

 

 

 

 

 

 

 

 

 

Pension and other postretirement benefit liability adjustments arising

during the period, net of tax

 

 

41

 

 

 

(38

)

 

 

28

 

Amortization of net loss and prior service credit included in net periodic

pension cost, net of tax

 

 

2

 

 

 

 

 

 

3

 

Other comprehensive income (loss)

 

 

68

 

 

 

(31

)

 

 

(239

)

Foreign currency translation adjustment, net of tax

 

 

80

 

 

 

(175

)

 

 

52

 

Derivatives: net investment hedges

 

 

 

 

 

 

 

(Gains) losses reclassified to interest expense, net of tax

 

 

(6

)

 

 

(6

)

 

 

(5

)

(Gains) losses excluded from effectiveness testing and amortized to
interest expense, net of tax

 

 

2

 

 

 

2

 

 

 

2

 

Pension and other postretirement benefit liability adjustments,
net of tax

 

 

1

 

 

 

14

 

 

 

20

 

Other comprehensive income (loss), net of tax of $1, $3 and $8

 

 

77

 

 

 

(165

)

 

 

69

 

Comprehensive income (loss)

 

 

334

 

 

 

133

 

 

 

(565

)

 

 

561

 

 

 

78

 

 

 

355

 

Net income (loss) attributable to noncontrolling interests, net of tax

 

 

25

 

 

 

15

 

 

 

8

 

 

 

39

 

 

 

34

 

 

 

36

 

Foreign currency translation adjustment attributable to noncontrolling interests, net of tax

 

 

2

 

 

 

(5

)

 

 

(4

)

 

 

 

 

 

(15

)

 

 

7

 

Comprehensive income (loss) attributable to noncontrolling interests

 

 

27

 

 

 

10

 

 

 

4

 

 

 

39

 

 

 

19

 

 

 

43

 

Comprehensive income (loss) attributable to Cabot Corporation

 

$

307

 

 

$

123

 

 

$

(569

)

 

$

522

 

 

$

59

 

 

$

312

 

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

4542


CABOT CORPORATION

CONSOLIDATED BALANCE SHEETS

ASSETS

 

September 30

 

 

September 30

 

 

2017

 

 

2016

 

 

2023

 

 

2022

 

 

(In millions, except

share and per share amounts)

 

 

(In millions, except
share and per share amounts)

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

280

 

 

$

200

 

 

$

238

 

 

$

206

 

Accounts and notes receivable, net of reserve for doubtful accounts of $9 and $8

 

 

527

 

 

 

456

 

Accounts and notes receivable, net of reserve for doubtful accounts of $2 and $3

 

 

695

 

 

 

836

 

Inventories

 

 

396

 

 

 

342

 

 

 

585

 

 

 

664

 

Prepaid expenses and other current assets

 

 

59

 

 

 

49

 

 

 

108

 

 

 

114

 

Total current assets

 

 

1,262

 

 

 

1,047

 

 

 

1,626

 

 

 

1,820

 

Property, plant and equipment

 

 

3,602

 

 

 

3,433

 

 

 

3,827

 

 

 

3,554

 

Accumulated depreciation

 

 

(2,297

)

 

 

(2,143

)

 

 

(2,415

)

 

 

(2,284

)

Net property, plant and equipment

 

 

1,305

 

 

 

1,290

 

 

 

1,412

 

 

 

1,270

 

Goodwill

 

 

154

 

 

 

152

 

 

 

134

 

 

 

129

 

Equity affiliates

 

 

56

 

 

 

53

 

 

 

20

 

 

 

20

 

Intangible assets, net

 

 

137

 

 

 

140

 

 

 

60

 

 

 

63

 

Assets held for rent

 

 

104

 

 

 

97

 

Deferred income taxes

 

 

250

 

 

 

216

 

 

 

180

 

 

 

45

 

Other assets

 

 

46

 

 

 

40

 

 

 

172

 

 

 

178

 

Total assets

 

$

3,314

 

 

$

3,035

 

 

$

3,604

 

 

$

3,525

 

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

4643


CABOT CORPORATION

CONSOLIDATED BALANCE SHEETS

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

September 30

 

 

September 30

 

 

2017

 

 

2016

 

 

2023

 

 

2022

 

 

(In millions, except

share and per share amounts)

 

 

(In millions, except
share and per share amounts)

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes payable

 

$

7

 

 

$

7

 

Short-term borrowings

 

$

174

 

 

$

347

 

Accounts payable and accrued liabilities

 

 

457

 

 

 

364

 

 

 

600

 

 

 

707

 

Income taxes payable

 

 

22

 

 

 

25

 

 

 

40

 

 

 

44

 

Current portion of long-term debt

 

 

256

 

 

 

1

 

 

 

8

 

 

 

7

 

Total current liabilities

 

 

742

 

 

 

397

 

 

 

822

 

 

 

1,105

 

Long-term debt

 

 

661

 

 

 

914

 

 

 

1,094

 

 

 

1,089

 

Deferred income taxes

 

 

38

 

 

 

41

 

 

 

50

 

 

 

65

 

Other liabilities

 

 

245

 

 

 

285

 

 

 

231

 

 

 

234

 

Redeemable preferred stock

 

 

27

 

 

 

26

 

Commitments and contingencies (Note R)

 

 

 

 

 

 

 

 

Commitments and contingencies (Note S)

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock:

 

 

 

 

 

 

 

 

 

 

 

 

 

Authorized: 2,000,000 shares of $1 par value

 

 

 

 

 

 

 

 

Issued and Outstanding: None and none

 

 

 

 

 

 

Authorized: 2,000,000 shares of $1 par value, Issued and Outstanding: None and none

 

 

 

 

 

 

Common stock:

 

 

 

 

 

 

 

 

 

 

 

 

 

Authorized: 200,000,000 shares of $1 par value

 

 

 

 

 

 

 

 

Issued: 62,087,627 and 62,449,425 shares

 

 

 

 

 

 

 

 

Outstanding 61,884,347 and 62,210,711 shares

 

 

62

 

 

 

62

 

Less cost of 203,280 and 238,714 shares of common treasury stock

 

 

(6

)

 

 

(7

)

Authorized: 200,000,000 shares of $1 par value, Issued: 55,379,636 and 56,385,963 shares, Outstanding: 55,243,804 and 56,248,559 shares

 

 

55

 

 

 

56

 

Less cost of 135,832 and 137,404 shares of common treasury stock

 

 

(3

)

 

 

(4

)

Additional paid-in capital

 

 

 

 

 

 

 

 

 

 

 

1

 

Retained earnings

 

 

1,683

 

 

 

1,544

 

 

 

1,574

 

 

 

1,284

 

Accumulated other comprehensive income (loss)

 

 

(259

)

 

 

(325

)

 

 

(362

)

 

 

(439

)

Total Cabot Corporation stockholders’ equity

 

 

1,480

 

 

 

1,274

 

 

 

1,264

 

 

 

898

 

Noncontrolling interests

 

 

121

 

 

 

98

 

 

 

143

 

 

 

134

 

Total stockholders’ equity

 

 

1,601

 

 

 

1,372

 

 

 

1,407

 

 

 

1,032

 

Total liabilities and stockholders’ equity

 

$

3,314

 

 

$

3,035

 

 

$

3,604

 

 

$

3,525

 

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

4744


CABOT CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

Years Ended September 30

 

 

Years Ended September 30

 

 

2017

 

 

2016

 

 

2015

 

 

2023

 

 

2022

 

 

2021

 

 

(In millions)

 

 

(In millions)

 

Cash Flows from Operating Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

266

 

 

$

164

 

 

$

(326

)

 

$

484

 

 

$

243

 

 

$

286

 

Adjustments to reconcile net income (loss) to cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

155

 

 

 

161

 

 

 

183

 

 

 

144

 

 

 

146

 

 

 

160

 

Long-lived asset impairment charge

 

 

 

 

 

23

 

 

 

210

 

Goodwill impairment charge

 

 

 

 

 

 

 

 

352

 

Loss on sale of a business and asset impairment charge

 

 

3

 

 

 

207

 

 

 

 

Gain on bargain purchase of a business

 

 

 

 

 

(24

)

 

 

 

Gain on sale of land

 

 

(1

)

 

 

(17

)

 

 

 

Deferred tax provision (benefit)

 

 

(35

)

 

 

(35

)

 

 

(86

)

 

 

(156

)

 

 

(40

)

 

 

9

 

Employee benefit plan settlement

 

 

 

 

 

 

 

 

18

 

 

 

 

 

 

(1

)

 

 

5

 

Equity in net income of affiliated companies

 

 

(7

)

 

 

(3

)

 

 

(4

)

 

 

(5

)

 

 

(10

)

 

 

(3

)

Non-cash compensation

 

 

16

 

 

 

17

 

 

 

12

 

Tax benefit from stock based compensation awards

 

 

(8

)

 

 

 

 

 

(2

)

Stock-based compensation

 

 

20

 

 

 

23

 

 

 

21

 

Other non-cash (income) expense

 

 

(3

)

 

 

5

 

 

 

6

 

 

 

4

 

 

 

20

 

 

 

21

 

Cash dividends received from equity affiliates

 

 

2

 

 

 

1

 

 

 

2

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts and notes receivable

 

 

(64

)

 

 

25

 

 

 

154

 

 

 

153

 

 

 

(287

)

 

 

(215

)

Inventories

 

 

(50

)

 

 

51

 

 

 

58

 

 

 

96

 

 

 

(259

)

 

 

(174

)

Prepaid expenses and other current assets

 

 

(14

)

 

 

1

 

 

 

16

 

 

 

1

 

 

 

(25

)

 

 

(37

)

Accounts payable and accrued liabilities

 

 

91

 

 

 

(27

)

 

 

(75

)

 

 

(152

)

 

 

115

 

 

 

167

 

Income taxes payable

 

 

(2

)

 

 

(4

)

 

 

(19

)

 

 

(4

)

 

 

15

 

 

 

14

 

Other liabilities

 

 

(16

)

 

 

5

 

 

 

(12

)

 

 

6

 

 

 

(7

)

 

 

1

 

Cash dividends received from equity affiliates

 

 

11

 

 

 

9

 

 

 

14

 

Cash provided by operating activities

 

 

340

 

 

 

392

 

 

 

499

 

 

 

595

 

 

 

100

 

 

 

257

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additions to property, plant and equipment

 

 

(147

)

 

 

(112

)

 

 

(141

)

 

 

(244

)

 

 

(211

)

 

 

(195

)

Proceeds from the sale of land

 

 

 

 

 

16

 

 

 

 

Change in assets held for rent

 

 

(6

)

 

 

(8

)

 

 

(21

)

Proceeds from sale of a business

 

 

6

 

 

 

79

 

 

 

 

Cash paid for acquisition of business, net of cash acquired of $—, $5 and $—

 

 

 

 

 

(9

)

 

 

 

Proceeds from sale of land

 

 

7

 

 

 

18

 

 

 

 

Proceeds from insurance settlements

 

 

12

 

 

 

1

 

 

 

2

 

Other

 

 

4

 

 

 

 

 

 

 

 

 

5

 

 

 

4

 

 

 

7

 

Cash used in investing activities

 

 

(149

)

 

 

(104

)

 

 

(162

)

 

 

(214

)

 

 

(118

)

 

 

(186

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings under financing arrangements

 

 

1

 

 

 

 

 

 

 

Repayments under financing arrangements

 

 

(3

)

 

 

(3

)

 

 

(3

)

Increase in notes payable, net

 

 

2

 

 

 

 

 

 

 

Repayments from issuance of commercial paper, net

 

 

 

 

 

(12

)

 

 

(18

)

Proceeds from short-term borrowings

 

 

24

 

 

 

26

 

 

 

 

Repayments of short-term borrowings

 

 

(48

)

 

 

 

 

 

 

Proceeds from (repayments of) issuance of commercial paper, net

 

 

(149

)

 

 

250

 

 

 

58

 

Proceeds from long-term debt, net of issuance costs

 

 

 

 

 

248

 

 

 

 

 

 

84

 

 

 

394

 

 

 

200

 

Repayments of long-term debt

 

 

(2

)

 

 

(301

)

 

 

(57

)

 

 

(90

)

 

 

(372

)

 

 

(222

)

Purchases of common stock

 

 

(61

)

 

 

(45

)

 

 

(101

)

 

 

(98

)

 

 

(53

)

 

 

(3

)

Proceeds from sales of common stock

 

 

21

 

 

 

10

 

 

 

4

 

 

 

4

 

 

 

6

 

 

 

6

 

Tax benefit from stock based compensation awards

 

 

8

 

 

 

 

 

 

2

 

Cash dividends paid to noncontrolling interests

 

 

(14

)

 

 

(16

)

 

 

(27

)

 

 

(42

)

 

 

(22

)

 

 

(19

)

Cash dividends paid to common stockholders

 

 

(77

)

 

 

(65

)

 

 

(56

)

 

 

(88

)

 

 

(84

)

 

 

(80

)

Cash used in financing activities

 

 

(125

)

 

 

(184

)

 

 

(256

)

Cash provided by (used in) financing activities

 

 

(403

)

 

 

145

 

 

 

(60

)

Effects of exchange rate changes on cash

 

 

14

 

 

 

19

 

 

 

(71

)

 

 

54

 

 

 

(91

)

 

 

8

 

Increase (decrease) in cash and cash equivalents

 

 

80

 

 

 

123

 

 

 

10

 

Cash and cash equivalents at beginning of year

 

 

200

 

 

 

77

 

 

 

67

 

Cash and cash equivalents at end of year

 

$

280

 

 

$

200

 

 

$

77

 

Increase (decrease) in cash, cash equivalents and restricted cash

 

 

32

 

 

 

36

 

 

 

19

 

Cash, cash equivalents and restricted cash at beginning of year

 

 

206

 

 

 

170

 

 

 

151

 

Cash, cash equivalents and restricted cash at end of year

 

$

238

 

 

$

206

 

 

$

170

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The following table presents the Company’s cash, cash equivalents and restricted cash by category within the Consolidated Balance Sheets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

238

 

 

$

206

 

 

$

168

 

Restricted cash classified within Prepaid expenses and other current assets

 

 

 

 

 

 

 

 

2

 

Cash, cash equivalents and restricted cash

 

$

238

 

 

$

206

 

 

$

170

 

 

 

 

 

 

 

 

 

 

Non-cash investing activities and supplemental cash flow information:

 

 

 

 

 

 

 

 

 

Additions to property, plant and equipment included in Accounts payable and accrued
liabilities

 

$

41

 

 

$

24

 

 

$

41

 

Income taxes paid

 

$

69

 

 

$

66

 

 

$

78

 

 

$

140

 

 

$

129

 

 

$

93

 

Interest paid

 

$

48

 

 

$

51

 

 

$

42

 

 

$

85

 

 

$

46

 

 

$

41

 

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

4845


CABOT CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(In millions, except shares in thousands)thousands and per share amounts)

 

 

Common Stock, Net of Treasury Stock

 

 

Additional

Paid-in

 

 

Retained

 

 

Accumulated Other Comprehensive

 

 

Total Cabot Corporation Stockholders’

 

 

Noncontrolling

 

 

Total Stockholders’

 

 

 

Shares

 

 

Cost

 

 

Capital

 

 

Earnings

 

 

Income (Loss)

 

 

Equity

 

 

Interests

 

 

Equity

 

Balance at September 30, 2014

 

 

64,383

 

 

$

57

 

 

$

49

 

 

$

1,900

 

 

$

(64

)

 

$

1,942

 

 

$

122

 

 

$

2,064

 

Net income (loss) attributable to Cabot Corporation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(334

)

 

 

 

 

 

 

(334

)

 

 

 

 

 

 

(334

)

Net income (loss) attributable to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8

 

 

 

8

 

Total other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(235

)

 

 

(235

)

 

 

(4

)

 

 

(239

)

Cash dividends paid to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(22

)

 

 

(22

)

Cash dividends paid to common stockholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(56

)

 

 

 

 

 

 

(56

)

 

 

 

 

 

 

(56

)

Issuance of stock under equity compensation plans

 

 

450

 

 

 

 

 

 

6

 

 

 

 

 

 

 

 

 

 

 

6

 

 

 

 

 

 

 

6

 

Amortization of share-based compensation

 

 

 

 

 

 

 

 

 

 

12

 

 

 

 

 

 

 

 

 

 

 

12

 

 

 

 

 

 

 

12

 

Purchase and retirement of common stock

 

 

(2,375

)

 

 

(2

)

 

 

(67

)

 

 

(32

)

 

 

 

 

 

 

(101

)

 

 

 

 

 

 

(101

)

Balance at September 30, 2015

 

 

62,458

 

 

 

55

 

 

 

 

 

 

1,478

 

 

 

(299

)

 

 

1,234

 

 

 

104

 

 

 

1,338

 

Net income (loss) attributable to Cabot Corporation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

149

 

 

 

 

 

 

 

149

 

 

 

 

 

 

 

149

 

Net income (loss) attributable to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15

 

 

 

15

 

Total other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(26

)

 

 

(26

)

 

 

(5

)

 

 

(31

)

Cash dividends paid to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(16

)

 

 

(16

)

Cash dividends paid to common stockholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(65

)

 

 

 

 

 

 

(65

)

 

 

 

 

 

 

(65

)

Issuance of stock under equity compensation plans

 

 

737

 

 

 

1

 

 

 

9

 

 

 

 

 

 

 

 

 

 

 

10

 

 

 

 

 

 

 

10

 

Amortization of share-based compensation

 

 

 

 

 

 

 

 

 

 

17

 

 

 

 

 

 

 

 

 

 

 

17

 

 

 

 

 

 

 

17

 

Purchase and retirement of common stock

 

 

(984

)

 

 

(1

)

 

 

(26

)

 

 

(18

)

 

 

 

 

 

 

(45

)

 

 

 

 

 

 

(45

)

Balance at September 30, 2016

 

 

62,211

 

 

 

55

 

 

 

 

 

 

1,544

 

 

 

(325

)

 

 

1,274

 

 

 

98

 

 

 

1,372

 

Net income (loss) attributable to Cabot Corporation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

241

 

 

 

 

 

 

 

241

 

 

 

 

 

 

 

241

 

Net income (loss) attributable to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

25

 

 

 

25

 

Total other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

66

 

 

 

66

 

 

 

2

 

 

 

68

 

Contributions from noncontrolling interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4

 

 

 

4

 

Acquisition of noncontrolling interest

 

 

 

 

 

 

 

 

 

 

(6

)

 

 

 

 

 

 

 

 

 

 

(6

)

 

 

6

 

 

 

 

Cash dividends paid to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(14

)

 

 

(14

)

Cash dividends paid to common stockholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(77

)

 

 

 

 

 

 

(77

)

 

 

 

 

 

 

(77

)

Issuance of stock under equity compensation plans

 

 

833

 

 

 

2

 

 

 

25

 

 

 

 

 

 

 

 

 

 

 

27

 

 

 

 

 

 

 

27

 

Amortization of share-based compensation

 

 

 

 

 

 

 

 

 

 

16

 

 

 

 

 

 

 

 

 

 

 

16

 

 

 

 

 

 

 

16

 

Purchase and retirement of common stock

 

 

(1,160

)

 

 

(1

)

 

 

(35

)

 

 

(25

)

 

 

 

 

 

 

(61

)

 

 

 

 

 

 

(61

)

Balance at September 30, 2017

 

 

61,884

 

 

$

56

 

 

$

 

 

$

1,683

 

 

$

(259

)

 

$

1,480

 

 

$

121

 

 

$

1,601

 

 

 

Common Stock, Net of Treasury Stock

 

 

Additional
Paid-in

 

 

Retained

 

 

Accumulated Other Comprehensive

 

 

Total Cabot Corporation Stockholders’

 

 

Noncontrolling

 

 

Total Stockholders’

 

 

 

Shares

 

 

Cost

 

 

Capital

 

 

Earnings

 

 

Income (Loss)

 

 

Equity

 

 

Interests

 

 

Equity

 

Balance at September 30, 2020

 

 

56,467

 

 

$

53

 

 

$

 

 

$

989

 

 

$

(351

)

 

$

691

 

 

$

123

 

 

$

814

 

Net income (loss)

 

 

 

 

 

 

 

 

 

 

 

250

 

 

 

 

 

 

250

 

 

 

36

 

 

 

286

 

Total other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

62

 

 

 

62

 

 

 

7

 

 

 

69

 

Cash dividends declared to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(23

)

 

 

(23

)

Cash dividends declared to common stockholders, $1.40 per
   share

 

 

 

 

 

 

 

 

 

 

 

(80

)

 

 

 

 

 

(80

)

 

 

 

 

 

(80

)

Issuance of stock under equity compensation plans

 

 

317

 

 

 

 

 

 

6

 

 

 

 

 

 

 

 

 

6

 

 

 

 

 

 

6

 

Stock-based compensation

 

 

 

 

 

 

 

 

21

 

 

 

 

 

 

 

 

 

21

 

 

 

 

 

 

21

 

Purchase and retirement of common stock

 

 

(57

)

 

 

 

 

 

(3

)

 

 

 

 

 

 

 

 

(3

)

 

 

 

 

 

(3

)

Balance at September 30, 2021

 

 

56,727

 

 

 

53

 

 

 

24

 

 

 

1,159

 

 

 

(289

)

 

 

947

 

 

 

143

 

 

 

1,090

 

Net income (loss)

 

 

 

 

 

 

 

 

 

 

 

209

 

 

 

 

 

 

209

 

 

 

34

 

 

 

243

 

Total other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(150

)

 

 

(150

)

 

 

(15

)

 

 

(165

)

Cash dividends declared to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(28

)

 

 

(28

)

Cash dividends declared to common stockholders, $1.48 per
   share

 

 

 

 

 

 

 

 

 

 

 

(84

)

 

 

 

 

 

(84

)

 

 

 

 

 

(84

)

Issuance of stock under equity compensation plans

 

 

359

 

 

 

 

 

 

6

 

 

 

 

 

 

 

 

 

6

 

 

 

 

 

 

6

 

Stock-based compensation

 

 

 

 

 

 

 

 

23

 

 

 

 

 

 

 

 

 

23

 

 

 

 

 

 

23

 

Purchase and retirement of common stock

 

 

(837

)

 

 

(1

)

 

 

(52

)

 

 

 

 

 

 

 

 

(53

)

 

 

 

 

 

(53

)

Balance at September 30, 2022

 

 

56,249

 

 

 

52

 

 

 

1

 

 

 

1,284

 

 

 

(439

)

 

 

898

 

 

 

134

 

 

 

1,032

 

Net income (loss)

 

 

 

 

 

 

 

 

 

 

 

445

 

 

 

 

 

 

445

 

 

 

39

 

 

 

484

 

Total other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

77

 

 

 

77

 

 

 

 

 

 

77

 

Cash dividends declared to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(30

)

 

 

(30

)

Cash dividends declared to common stockholders, $1.54 per
   share

 

 

 

 

 

 

 

 

 

 

 

(88

)

 

 

 

 

 

(88

)

 

 

 

 

 

(88

)

Issuance of stock under equity compensation plans

 

 

357

 

 

 

1

 

 

 

3

 

 

 

 

 

 

 

 

 

4

 

 

 

 

 

 

4

 

Stock-based compensation

 

 

 

 

 

 

 

 

26

 

 

 

 

 

 

 

 

 

26

 

 

 

 

 

 

26

 

Purchase and retirement of common stock

 

 

(1,362

)

 

 

(1

)

 

 

(30

)

 

 

(67

)

 

 

 

 

 

(98

)

 

 

 

 

 

(98

)

Balance at September 30, 2023

 

 

55,244

 

 

$

52

 

 

 

 

 

$

1,574

 

 

$

(362

)

 

$

1,264

 

 

$

143

 

 

$

1,407

 

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

4946


Notes to the Consolidated Financial Statements

Note A. Significant Accounting Policies

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”). The significant accounting policies of Cabot Corporation (“Cabot” or “the Company”) are described below.

Unless otherwise indicated, all disclosures and amounts in the Notes to the Consolidated Financial Statements relate to the Company’s continuing operations.

Effective October 1, 2016, the Company adopted a new accounting standard simplifying the presentation of debt issuance costs by presenting debt issuance costs as a reduction of the corresponding debt liability. In addition, the Company early adopted a new accounting standard that simplifies the presentation of deferred income taxes by classifying all deferred taxes as noncurrent assets or liabilities. These new standards were applied retrospectively. The retrospective application of the standard that simplifies the presentation of debt issuance costs resulted in the reclassification of $1 million and $3 million of unamortized debt issuance costs from Prepaid expenses and other current assets and Other assets, respectively, to Long-term debt within the Consolidated Balance Sheets as of September 30, 2016 and $1 million and $2 million of unamortized debt issuance costs from Prepaid expenses and other current assets and Other assets, respectively, to Long-term debt within the Consolidated Balance Sheets as of September 30, 2015. The retrospective application of the standard that simplifies the presentation of deferred income taxes resulted in the reclassification of $41 million of current deferred tax assets and $1 million of current deferred tax liabilities to noncurrent deferred tax accounts within the Consolidated Balance Sheets as of September 30, 2016 and $43 million of current deferred tax assets and $1 million of current deferred tax liabilities to noncurrent deferred tax accounts within the Consolidated Balance Sheets as of September 30, 2015.

Principles of Consolidation

The consolidated financial statements include the accounts of Cabot and its wholly-owned subsidiaries and majority-owned and controlled U.S. and non-U.S. subsidiaries. Additionally, Cabot considers consolidation of entities over which control is achieved through means other than voting rights, of which there were none in the periods presented. Intercompany transactions have been eliminated in consolidation.

Cash and Cash Equivalents

Cash equivalents include all highly liquid investments with a maturity of three months or less at date of acquisition. Cabot continually assesses the liquidity of cash equivalents and, as of September 30, 2017,2023, has determined that they are readily convertible to cash.

Inventories

Inventories

Inventories are stated at the lower of cost or market.net realizable value. The cost of all carbon black inventories in the U.S. is determined using the last-in, first-out (“LIFO”) method. The cost of Specialty Fluids inventories that are classified as assets held for rent is determined using the average cost method. The cost of other U.S. and non-U.S. inventories is determined using the first-in, first-out (“FIFO”) method.

Cabot periodically reviews inventory for both potential obsolescence and potential declines in anticipated selling prices. In this review, the Company makes assumptions about the future demand for and market value of the inventory, and based on these assumptions estimates the amount of any obsolete, unmarketable, slow moving, or overvalued inventory. Cabot writes down the value of these inventories by an amount equal to the difference between the cost of the inventory and its estimated net realizable value.

Investments

Investments

The Company has investments in equity affiliates and marketable securities. As circumstances warrant, all investments are subject to periodic impairment reviews. Unless consolidation is required, investments in equity affiliates, where Cabot generally owns between 20%20% and 50%50% of the affiliate, are accounted for using the equity method. Cabot records its share of the equity affiliate’s results of operations based on its percentage of ownership of the affiliate. Dividends declared from equity affiliates are a return on investment and are recorded as a reduction to the equity investment value. At both September 30, 20172023 and 2016,2022, Cabot had equity affiliate investments of $56 million and $53 million, respectively.20 million. Dividends declared and received from these investments were $112 million, $9$1 million and $14$5 million in fiscal 2017, 20162023, 2022 and 2015,2021, respectively.

50


All investments in marketable securities are classified as available-for-sale and are recorded at fair value with the corresponding unrealized holding gains or losses, net of taxes, recorded as a separate component of Other comprehensive income (loss). Unrealized losses that are determined to be other-than-temporary, based on current and expected market conditions, are recognized in earnings. The fair value of marketable securities is determined based on quoted market prices at the balance sheet dates. The cost of marketable securities sold is determined by the specific identification method. The Company’s investment in marketable securities was $3 million and $2 million as of September 30, 2017 and 2016, respectively.

Intangible Assets and Goodwill Impairment

The Company records tangible and intangible assets acquired and liabilities assumed in business combinations under the acquisition method of accounting. Amounts paid for an acquisition are allocated to the assets acquired and liabilities assumed based on their fair values at the date of acquisition. The Company uses assumptions and estimates in determining the fair value of assets acquired and liabilities assumed in a business combination. The determination of the fair value of intangible assets requires the use of significant judgment with regard to assumptions used in the valuation model. The Company estimates the fair value of identifiable acquisition-related intangible assets principally based on projections of cash flows that will arise from these assets. The projected cash flows are discounted to determine the fair value of the assets at the dates of acquisition.

Definite-lived intangible assets, which are comprised of trademarks, customer relationships and developed technologies, are amortized over their estimated useful lives and are reviewed for impairment when indication of potential impairment exists, such as a significant reduction in cash flows associated with the assets. The Company recognized an impairment on intangible assets associated with the Purification Solutions business in the third fiscal quarter of 2015, and no events have been subsequently identified that would require an additional impairment evaluation.

Goodwill is comprised of the purchase price of business acquisitions in excess of the fair value assigned to the net tangible and identifiable intangible assets acquired. Goodwill is not amortized butand is reviewed forsubject to impairment testing annually, as of May 31, or when events or changes in the business environment indicate that the carrying value of the reporting unit may exceed its fair value.

47


A reporting unit, for the purpose of the impairment test, is at or below the operating segment level, and constitutes a business for which discrete financial information is available and regularly reviewed by segment management. The reporting units with goodwill balances are Reinforcement Materials, Purification Solutions, and Fumed Metal Oxides. The separate businesses includedthe fumed metal oxides, specialty compounds, specialty carbons and battery materials product lines within Performance Chemicals, which are considered separate reporting units. As such,units, carry the Company’s goodwill balance relative to Performance Chemicals is recorded in the Fumed Metal Oxides reporting unit.balances as of September 30, 2023.

For the purpose of the goodwill impairment test, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If an initial qualitative assessment identifies that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, an additional quantitative evaluation is performed. Alternatively, the Company may elect to proceed directly to the quantitative goodwill impairment test. If based on the quantitative evaluation the fair value of the reporting unit is less than its carrying amount, a goodwill impairment loss would result. The goodwill impairment loss would be the amount by which the carrying value of the reporting unit, including goodwill, exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit. The fair value of a reporting unit is based on discounted estimated future cash flows. The fair value is also benchmarked against a market approach using the guideline public companies method. The assumptions used to estimate fair value include management’s best estimates of future growth rates, operating cash flows, capital expenditures and discount rates over an estimate of the remaining operating period at the reporting unit level.

When the Company performed its annual goodwill impairment test in the third quarter of fiscal 2015, the The fair value ofis also benchmarked against the Purification Solutions reporting unit was less than its carrying amount andvalue calculated from a market approach using the Company recorded impairment charges as a result. A discussion of this assessment and the charges recorded is included under Note E.

Based onguideline public company method. In fiscal 2023, the Company’s most recent annual goodwill impairment testqualitative assessment, performed as of MayAugust 31, 2017,2023, indicated that the fair values of the Reinforcement Materials, fumed metal oxides, specialty compounds, specialty carbons and Fumed Metal Oxidesbattery materials reporting units were substantially in excess of their carrying values. The fair value of the Purification Solutions reporting unit exceeded its carrying amount by 13%. The fair value of the Purification Solutions reporting unit includes certain growth assumptions that are primarily dependent on: (1) growth in demand for Cabot’s existing portfolio of activated carbon products and new products developed for environmental and specialty applications; and (2) stable demand in the mercury removal related portion of the business, which is largely dependent on the amount of coal-based power generation used in the U.S. and the continued regulation of those utilities under the U.S. Mercury and Air Toxics Standards regulation (“MATS”). In April 2017, the U.S. Environmental Protection Agency (“EPA”) indicated that it intends to review the cost benefit analysis previously prepared by the EPA in support of MATS to determine if the EPA should reconsider MATS or some part of it. This continues to be under review by the EPA. Failure to achieve the Company’s projected growth in environmental and/or specialty applications and/or actions taken by the EPA related to MATS that decrease demand for the Company’s products for mercury removal could have a negative impact on the financial results and fair value of the Purification Solutions reporting unit, which may lead to impairment.

51


Long-lived Assets Impairment

The Company’s long-livedLong-lived assets primarily include property, plantare grouped with other assets and equipment, intangible assets, long-term investments and assets heldliabilities at the lowest level for rent.which independent identifiable cash flows are determinable. The carrying values of long-lived assets are reviewed for impairment whenever events or changes in business circumstances indicate that the carrying amount of an asset may not be recoverable.

To test for impairment of assets, the Company generally uses a probability-weighted estimate of the future undiscounted net cash flows of the assets over their remaining lives to determine if the value of the asset is recoverable. Long-lived assets are grouped with other assets and liabilities at the lowest level for which independent identifiable cash flows are determinable.

An asset impairment is recognized when the carrying value of the asset is not recoverable based on the analysis described above, in which case the asset is written down to its fair value. If the asset does not have a readily determinable market value, a discounted cash flow model may be used to determine the fair value of the asset. In circumstances when an asset does not have separate identifiable cash flows, an impairment charge is recorded when the Company no longer intends to use the asset. Refer to Note E regarding the results of the impairment test performed in 2015 on the long-lived assets of the Purification Solutions segment.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Depreciation of property, plant and equipment is calculated using the straight-line method over the estimated useful lives of the related assets. The depreciable lives for buildings, machinery and equipment, and other fixed assets are generally between twenty and twenty-five years, ten and twenty-five years, and three and twenty-five years, respectively. The cost and accumulated depreciation for property, plant and equipment sold, retired, or otherwise disposed of are removed from the Consolidated Balance Sheets and resulting gains or losses are included in earnings in the Consolidated Statements of Operations. Expenditures for repairs and maintenance are charged to expenses as incurred. Expenditures for major renewals and betterments, which significantly extend the useful lives of existing plant and equipment, are capitalized and depreciated.

Cabot capitalizes interest costs when they are part of the historical cost of acquiring and constructing certain assets that require a period of time to prepare for their intended use. During fiscal 2017, 20162023, 2022 and 2015,2021, Cabot capitalized $16 million, $1$3 million and less than $1$1 million of interest costs, respectively. These amounts are amortized over the lives of the related assets when they are placed in service.

Assets Held for Rent

Assets held for rent represent Specialty Fluids cesium formate product that is available to customers in the normal course of business and at September 30, 2017 and 2016 also include $5 million and $10 million, respectively, of ore that has been mined and will be converted into cesium formate. Assets held for rent are stated at average cost.

Asset Retirement Obligations

Cabot estimates incremental costs for special handling, removal and disposal of materials that may or will give rise to conditional asset retirement obligations (“ARO”) and then discounts the expected costs back to the current year using a credit adjusted risk freerisk-free rate. Cabot recognizes ARO liabilities and costs when the timing and/or settlementthey are probable and can be reasonably estimated. In certain instances, Cabot has not recorded a reserve for AROs because the timing of disposal of the underlying asset is unknown. The ARO reserves were $2611 million and $22$10 million at September 30, 20172023 and 2016, respectively, and2022, respectively. The ARO balances are included in Accounts payable and accrued liabilities and Other liabilities on the Consolidated Balance Sheets.

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) (“AOCI”), which is included as a component of stockholders’ equity, includes unrealized gains or losses on available-for-sale marketable securities and derivative instruments, currency translation adjustments in foreign subsidiaries, translation adjustments on foreign equity securities and minimum pension liability adjustments.

Foreign Currency Translation

The functional currency of the majority of Cabot’s foreign subsidiaries is the local currency in which the subsidiary operates. Assets and liabilities of foreign subsidiaries are translated into U.S. dollars at exchange rates in effect at the balance sheet dates. Income and expense items are translated at average monthly exchange rates during the year. The functional currency of Cabot’s foreign subsidiaries that operate in a highly inflationary economy is the U.S. dollar. Cabot’s operations in highly inflationary economies are not material.

48


Unrealized currency translation adjustments (“CTA”) are included as a separate component of AOCIAccumulated other comprehensive income (loss) (“AOCI”) within stockholders’ equity.

Realized and unrealized foreign currency gains and losses arising from transactions denominated in currencies other than the subsidiary’s functional currency are reflected in earnings with the exception of (i) intercompany transactions considered to be of a long-term investment nature; (ii) income taxes upon future repatriation of unremitted earnings from non-U.S. subsidiaries that are not indefinitely reinvested; and (ii)(iii) foreign currency borrowings designated as net investment hedges. Gains or losses arising from these transactions are included as awithin the CTA component of Other comprehensive income (loss). In fiscal 2017, 20162023, 2022 and 2015,2021, net foreign currency transaction lossesloss of $435 million, $7$13 million, and $8$6 million, respectively, areis included in Other income (expense) in the Consolidated Statements of Operations.

Share Repurchases

52Periodically, Cabot repurchases shares of the Company’s common stock in the open market or in privately negotiated transactions under the authorization approved by the Board of Directors. The Company retires the repurchased shares and records the excess of the purchase price over par value to additional paid-in capital (“APIC”) until such amount is reduced to zero and then charges the remainder against retained earnings.


Financial Instruments

Cabot’s financial instruments consist primarily of cash and cash equivalents, accounts and notes receivable, investments, accounts payable and accrued liabilities, short-term and long-term debt, and derivative instruments. The carrying values of Cabot’s financial instruments approximate fair value with the exception of fixed rate long-term debt, which is recorded at amortized cost. The fair values of the Company’s financial instruments are based on quoted market prices, if such prices are available. In situations where quoted market prices are not available, the Company relies on valuation models to derive fair value. Such valuation takesvaluations take into account the ability of the financial counterparty to perform and the Company’s own credit risk.

Cabot uses derivative financial instruments primarily for purposes of hedging the exposures to fluctuations in foreign currency exchange rates, which exist as part of its on-going business operations. Cabot does not enter into derivative contracts for speculative purposes, nor does it hold or issue any derivative contracts for trading purposes. All derivatives are recognized on the Consolidated Balance Sheets at fair value. Where Cabot has a legal right to offset derivative settlements under a master netting agreement with a counterparty, derivatives with that counterparty are presented on a net basis. The changes in the fair value of derivatives are recorded in either earnings or AOCI, depending on whether or not the instrument is designated as part of a hedge transaction and, if designated as part of a hedge transaction, the type of hedge transaction. The gains or losses on derivative instruments reported in AOCI are reclassified to earnings in the period in which earnings are affected by the underlying hedged item. The ineffective portion of all hedges is recognized in earnings during the period in which the ineffectiveness occurs.

In accordance with Cabot’s risk management strategy, the Company may enter into certain derivative instruments that may not be designated as hedges for hedge accounting purposes. Although these derivatives are not designated as hedges, the Company believes that such instruments are closely correlated with the underlying exposure, thus managing the associated risk. The Company records in earnings the gains or losses from changes in the fair value of derivative instruments that are not designated as hedges. Cash movements associated with these instruments are presented in the Consolidated Statements of Cash Flows as Cash Flows from Operating Activities because the derivatives are designed to mitigate risk to the Company’s cash flow from operations. The cash flows related to the principal amount of outstanding debt instruments are presented in the Cash Flows from Financing Activities section of the Consolidated Statements of Cash Flows.

Revenue Recognition

Cabot recognizes revenue when persuasive evidenceits customers obtain control of an arrangement exists, delivery has occurredpromised goods or services have been rendered,services. The revenue recognized is the amount of consideration which the Company expects to receive in exchange for those goods or services. The Company’s contracts with customers are generally for products only and do not include other performance obligations. Generally, Cabot considers purchase orders, which in some cases are governed by master supply agreements, to be contracts with customers. The transaction price as specified on the purchase order or sales contract is considered the standalone selling price for each distinct product. To determine the transaction price at the time when revenue is recognized, the Company evaluates whether the price is fixedsubject to adjustments, such as for returns, discounts or determinablevolume rebates, which are stated in the customer contract, to determine the net consideration to which the Company expects to be entitled. Substantially all revenue from product sales is based on a point in time model and collectability is reasonably assured. Cabot generallyrecognized when control of the product is abletransferred to ensure that products meetthe customer, specificationswhich typically occurs upon shipment or delivery of the product to the customer and title, risk and rewards of ownership have passed to the customer. For contracts where we complete our performance obligation prior to shipment. If the Company is unableour right to determine that the product has met the specified objective criteriaconsideration or contracts where we receive consideration prior to shipmentcompleting our performance obligation we record a contract asset or if title has not transferred because of sales terms,a contract liability, respectively, on the revenue is considered “unearned” and is deferred until the revenue recognition criteria are met.Consolidated Balance Sheets.

49


Shipping and handling charges relatedactivities that occur after the transfer of control to sales transactionsthe customer are billed to customers and are recorded as sales revenue, when billedas the Company considers these to customers orbe fulfillment costs. These shipping and handling costs are expensed in the period incurred and included in Cost of sales within the sales price.Consolidated Statement of Operations. Taxes collected on sales to customers are excluded from revenues.the transaction price.

The following table showsCompany generally provides a warranty that its products will substantially conform to the relative sizeidentified specifications. The Company’s liability typically is limited to either a credit equal to the purchase price or replacement of the revenue recognized in eachnon-conforming product. Returns under warranty have historically been immaterial.

Payment terms typically range from zero to ninety days. When the period of time between the transfer of control of the Company’s reportable segments:

 

 

Years Ended September 30

 

 

 

2017

 

 

2016

 

 

2015

 

Reinforcement Materials

 

 

53

%

 

 

48

%

 

 

54

%

Performance Chemicals

 

 

35

%

 

 

37

%

 

 

33

%

Purification Solutions

 

 

11

%

 

 

13

%

 

 

11

%

Specialty Fluids

 

 

1

%

 

 

2

%

 

 

2

%

Cabot derives the substantial majority of its revenues from the sale of products in its Reinforcement Materials, Performance Chemicals,goods and Purification Solutions segments. Revenue from these products is typically recognized when the product is shipped and title and risk of loss have passed to the customer. The Company offers cash discounts and volume rebates to certain of its customers as sales incentives. The discounts and volume rebates are recorded as a reduction in sales at the time revenuethe customer pays for the goods is recognized and are estimated based on historical experience and contractual obligations. Cabot periodically reviewsone year or less, the assumptions underlying its estimates of discounts and volume rebates and adjusts its revenues accordingly.

For major activated carbon injection systems projects in Purification Solutions, revenue is recognized usingCompany does not consider there to be a significant financing component associated with the percentage-of-completion method.contract.

Revenue in Specialty Fluids arises primarily from the rental of cesium formate. This revenue is recognized throughout the rental period based on the contracted rental terms. Customers are also billed and revenue is recognized, typically at the end of the job, for cesium formate product that is not returned. The Company also generates revenues from cesium formate sold outside of a rental process and the sale of fine cesium chemicals in which revenue is recognized upon delivery of the product.

53


Cost of Sales

Cost of sales consists of the cost of raw and packaging materials, direct manufacturing costs, depreciation, internal transfer costs, inspection costs, inbound and outbound freight and shipping and handling costs, plant purchasing and receiving costs and other overhead expenses necessary to manufacture the products.

Accounts and Notes Receivable

Trade receivables are recorded at the invoiced amount and generally do not bear interest. Trade receivables in China may at certain times be settled with the receipt of bank issued non-interest bearing notes. These notes totaled 73 million Chinese Renminbi (“RMB”) ($11 million) and 102 million RMB ($15 million) as of September 30, 2017 and 2016, respectively, and are included in Accounts and notes receivable on the Company’s Consolidated Balance Sheets. Cabot periodically sells a portion of these bank notes and other customer receivables at a discount and such sales are accounted for as asset sales. The Company does not have any continuing involvement with these notes or other customer receivables after the sale. The difference between the proceeds from the sale and the carrying value of these assets is recognized as a loss on the sale of receivables and is included in Other income (expense) in the accompanying Consolidated Statements of Operations. During fiscal 2017, 2016 and 2015, the Company recorded charges of $2 million, $1 million, and $3 million, respectively, for the sale of these assets.

Cabot maintains allowances for doubtful accounts based on an assessment of the collectability of specific customer accounts, the aging of accounts receivable and other economic information on both a historical and prospective basis. Customer account balances are charged against the allowance when it is probable the receivable will not be recovered. There were no material changes in the allowance for any of the years presented. There is no material off-balance sheet credit exposure related to customer receivable balances.

Stock-based Compensation

Cabot recognizes compensation expense for stock-based awards granted to employees using the fair value method. Under the fair value recognition provisions, stock-based compensation cost is measured at the grant date based on the fair value of the award, and is recognized as expense over the service period, which generally represents the vesting period, and includes an estimate of the awards that will be forfeited, and an estimate of what level of performance the Company will achieve for Cabot’s performance-based stock awards. Cabot calculates the fair value of its stock options using the Black-Scholes option pricing model. The fair value of restricted stock units is determined using the closing price of Cabot stock on the day of the grant. The Company recognizes forfeitures as they occur.

Selling and Administrative Expenses

Selling and administrative expenses consist of salaries and fringe benefits of sales and office personnel, general office expenses and other expenses not directly related to manufacturing operations.

Research and Technical Expenses

Research and technical expenses include salaries, equipment and material expenditures, and contractor fees and are expensed as incurred.

Pensions and Other Postretirement Benefits

The Company recognizes the funded status of defined benefit pension and other postretirement benefit plans as an asset or liability. This amount is defined as the difference between the fair value of plan assets and the benefit obligation. Pension and post-retirement benefit costs other than service cost are included in Other income (expense) in the Consolidated Statement of Operations. Service cost is included with other employee compensation costs within Cost of sales, Selling and administrative expenses, or Research and technical expenses. The Company recognizes actuarial gains and losses and prior service costs and credits as a component of Other comprehensive income (loss), net of tax, which are subsequently amortized into earnings as a component of net periodic benefit cost.

Accumulated Other Comprehensive Income (Loss)

AOCI, which is included as a component of stockholders’ equity, includes unrealized gains or losses on derivative instruments, currency translation adjustments in foreign subsidiaries and pension and post-retirement related adjustments.

50


Income Taxes

Deferred income taxes are determined based on the estimated future tax effects of differences between financial statement carrying amounts and the tax bases of existing assets and liabilities. Deferred tax assets are recognized to the extent that realization of those assets is considered to be more likely than not.

A valuation allowance is established for deferred taxes when it is more likely than not that all or a portion of the deferred tax assets will not be realized. Provisions are made for the U.S. income tax liability and additional non-U.S. taxes on the undistributed earnings of non-U.S. subsidiaries, except for amounts Cabot has designated to be indefinitely reinvested.

Cabot records benefits for uncertain tax positions based on an assessment of whether the position is more likely than not to be sustained by the taxing authorities. If this threshold is not met, no tax benefit of the uncertain tax position is recognized. If the threshold is met, the tax benefit that is recognized is the largest amount that is greater than 50%50% likely of being realized upon ultimate settlement. This analysis presumes the taxing authorities’ full knowledge of the positions taken and all relevant facts, but does not consider the time value of money. The Company also accrues for interest and penalties on its uncertain tax positions and includes such charges in its income tax provision in the Consolidated Statements of Operations.

Contingencies

54


Environmental Costs

Cabot accrues environmental costs related to contingencies when it is probable that a liability has been incurred and the amount can be reasonably estimated. Contingencies could arise from litigation, environmental remediation or contractual arrangements. When a single liability amount cannot be reasonably estimated, but a range can be reasonably estimated, Cabot accrues the amount that reflects the best estimate within that range or the low end of the range if no estimate within the range is better.would be considered more likely than any other estimate. The amount accrued reflects Cabot’s assumptions about remediation requirements atis determined through the contaminated site, the natureevaluation of the remedy, the outcomevarious information, which could include claims, settlement offers, demands by government agencies, estimates performed by independent third parties, identification of discussions with regulatory agencies and other potentially responsible parties at multi-party sites, and the numberan assessment of their ability to contribute, and financial viability of other potentially responsible parties.our prior experience. Cabot does not reduce its estimated liability for possible recoveries from insurance carriers. Proceeds from insurance carriers are recorded when realized by either the receipt of cash or a contractual agreement.

Use of Estimates

The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

Note B. Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued a new standard, “Revenue from Contracts with Customers”, which amends the existing accounting standards for revenue recognition. The standard requires entities to recognize revenue when they transfer promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services. This standard is applicable for fiscal years beginning after December 15, 2017 and for interim periods within those years, and early adoption is permitted for the fiscal years beginning after December 15, 2016. The Company has completed its preliminary assessment of the new standard, which included review of a sample of contracts across the Company’s four business segments. Based on this assessment, the Company does not expect a material impact on how it recognizes revenue. The Company is continuing to review additional contracts to determine the final impact that the new standard will have on its revenue recognition policy, controls processes and financial statement disclosures. The Company will adopt this standard on October 1, 2018 and expects to apply a modified retrospective approach.

In February 2016,November 2022, the FASB issued a new standard foron the accounting for leases. Thisdisclosure of supplier financing programs. The new standard requires lessees to recognize assetsqualitative and liabilities for most leases, but recognize expenses on their income statements in a manner that is similarquantitative disclosure as to the current accounting treatmentnature and potential magnitude of such programs in addition to program activity and changes for leases. The standard is applicable for fiscal years beginning after December 15, 2018 and for interimthe periods within those years, and early adoption is permitted. The Company expects to adopt the standard on October 1, 2019. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements.

In March 2016, the FASB issued a new standard that amends the accounting standard for stock compensation by simplifying several aspects of the accounting for employee share-based payment transactions, including the related accounting for income taxes, forfeitures, and the withholding of shares to satisfy the employer’s tax withholding requirements, as well as classification in the statements of cash flows. The new standard is effective for fiscal years beginning after December 15, 2016, including interim periods within those years, and early adoption is permitted. The Company will adopt the standard on October 1, 2017. The adoption of this standard is not expected to materially impact the Company’s consolidated financial statements.

In August 2016, the FASB issued final amendments to clarify how entities should classify certain cash receipts and cash payments on the statement of cash flows such as distributions received from equity method investees, proceeds from settlement of insurance claims, and proceeds from the settlement of corporate-owned life insurance policies. The new standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those years, and early adoption is permitted. The Company is evaluating this standard and the timing of its adoption. The adoption of this standard is not expected to materially impact the Company’s consolidated financial statements.

In January 2017, the FASB issued a new standard that amends and simplifies the accounting standard for goodwill impairment. The new standard removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit. The new standard is effective for annual and any interim impairment tests for periods beginning after December 15, 2019, and early adoption is permitted for any impairment tests performed after January 1, 2017.presented. The Company adopted this standard October 1, 2023. The Company has evaluated the effect of adopting this accounting guidance and will include the new required disclosure in future filings.

Note C. Acquisitions

Tokai Carbon (Tianjin) Co.

In February 2022, the Company purchased 100% of the registered capital of Tokai Carbon (Tianjin) Co., a carbon black manufacturing facility, from Tokai Carbon Group for a net purchase price of $9 million, consisting of cash consideration of $14 million, including customary post-closing adjustments, and net of $5 million of cash acquired.

The excess of the fair value of the net assets over the purchase price was recorded as a gain of $24 million in fiscal 2022. The Gain on January 1, 2017. The adoptionbargain purchase of this standard had no impact ona business arose primarily due to necessary equipment upgrades that will be required after the Company’s consolidated financial statements.purchase to continue to utilize the existing assets.

Note D. Divestitures

55Sale of Purification Solutions Business


In March 2017,2022, the FASB issuedCompany completed the sale of its Purification Solutions business, a new standard that amends the requirements on the presentation of net periodic pension and postretirement benefit cost. Currently, net benefit costs are reported as employee costs within operating income. The new standard requires the service cost component to be presented with other employee compensation costs. The other components will be reported separately outside of operations. The new standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those years, and early adoption is permitted asreporting segment of the beginningCompany, to an affiliate of any annual periodfunds advised by One Equity Partners for which an entity’s financial statements (interim or annual) have not been issued.total cash proceeds of $85 million, net of $7 million cash transferred. The Company will adopt this standardrecognized a pre-tax impairment charge of $197 millionand a pre-tax loss on October 1, 2018. sale of the Purification Solutions business of $10 million during fiscal 2022.The adoptionpurchase price of this standard is not expectedthe Purification Solutions business was subject to materially impact the Company’s consolidated financial statements.

In August 2017, the FASB issued a new standard that amends the hedge accounting recognitioncustomary post-closing adjustments, which were finalized in fiscal 2023 and presentation requirements under hedge accounting. The new standard will make more financial and nonfinancial hedging strategies eligible for hedge accounting, amends the presentation and disclosure requirements, and simplifies how companies assess effectiveness. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those years, and early adoption is permitted. The Company expects to adopt this standardresulted in the first quarteran additional pre-tax loss on sale of fiscal 2018. The adoption of this standard is not expected to materially impact the Company’s consolidated financial statements.$3 million.

51


Note C.E. Inventories

Inventories, net of LIFO, obsolete, unmarketable and slow movingslow-moving reserves, are as follows:

 

September 30

 

 

September 30

 

 

2017

 

 

2016

 

 

2023

 

 

2022

 

 

(In millions)

 

 

(In millions)

 

Raw materials

 

$

83

 

 

$

66

 

 

$

148

 

 

$

182

 

Work in process

 

 

2

 

 

 

1

 

Finished goods

 

 

268

 

 

 

237

 

 

 

374

 

 

 

427

 

Other(1)

 

 

43

 

 

 

38

 

 

 

63

 

 

 

55

 

Total

 

$

396

 

 

$

342

 

 

$

585

 

 

$

664

 

Inventories valued under the LIFO method comprised approximately 7% and 8% of total inventories at September 30, 2017 and 2016, respectively. At September 30, 2017 and 2016, the LIFO reserve was $37 million and $27 million, respectively.

(1)
Other inventory is comprised of certain spare parts and supplies.

During fiscal 2015, inventory quantities carried on a LIFO basis were decreased at the Company’s U.S. carbon black sites. These reductions led to liquidations of LIFO inventory quantities and resulted in an increase of Cost of sales of $1 million and a decrease in consolidated Net income of $1 million ($0.01 per diluted common share). No such reductions occurred in fiscal 2017 or 2016.

Cabot periodically reviews inventory for both obsolescence and loss of value. In this review, Cabot makes assumptions about the future demand for and market value of the inventory and, based on these assumptions, estimates the amount of obsolete, unmarketable or slow moving inventory. At September 30, 20172023 and 2016,2022, total inventory reserves were $19$14 million and $20$9 million, respectively. During fiscal year 2015, the Company recorded a lower of cost or market reserve in the amount of $6 million related to its Purification Solutions inventory held in Marshall, Texas. As of September 30, 2017, the remaining balance of this reserve was $4 million.

Note D.F. Property, Plant and Equipment

Property, plant and equipment consists of the following:

 

September 30

 

 

September 30

 

 

2017

 

 

2016

 

 

2023

 

 

2022

 

 

(In millions)

 

 

(In millions)

 

Land and land improvements

 

$

151

 

 

$

150

 

 

$

72

 

 

$

75

 

Buildings

 

 

531

 

 

 

512

 

 

 

576

 

 

 

553

 

Machinery and equipment

 

 

2,527

 

 

 

2,446

 

 

 

2,622

 

 

 

2,473

 

Other

 

 

243

 

 

 

237

 

 

 

228

 

 

 

229

 

Construction in progress

 

 

150

 

 

 

88

 

 

 

329

 

 

 

224

 

Total property, plant and equipment

 

 

3,602

 

 

 

3,433

 

 

 

3,827

 

 

 

3,554

 

Less: accumulated depreciation

 

 

(2,297

)

 

 

(2,143

)

Less: Accumulated depreciation

 

 

(2,415

)

 

 

(2,284

)

Net property, plant and equipment

 

$

1,305

 

 

$

1,290

 

 

$

1,412

 

 

$

1,270

 

Depreciation expense for fiscal 2023, 2022 and 2021 was $147138 million, $154$140 million and $169$152 million, for fiscal 2017, 2016 and 2015, respectively.


Note E. Purification Solutions Goodwill and Long-Lived Assets Impairment Charges

During the third quarter of fiscal 2015 and as a result of the impairment tests performed on goodwill and long-lived assets of the Purification Solutions reporting unit, the Company recorded impairment charges and an associated tax benefit in the Consolidated Statements of Operations as follows:

 

 

Year Ended

 

 

 

September 30, 2015

 

 

 

(In millions)

 

Purification Solutions goodwill impairment charge

 

$

352

 

Purification Solutions long-lived assets impairment charge

 

 

210

 

Benefit for income taxes

 

 

(80

)

Impairment charges, after tax

 

$

482

 

In determining the fair value of the Purification Solutions reporting unit, the Company used an income approach (a discounted cash flow analysis) which incorporated significant estimates and assumptions related to future periods, including the timing of the MATS implementation, the anticipated size of the mercury removal industry, and growth rates and pricing assumptions of activated carbon, among others. In addition, an estimate of the reporting unit’s weighted average cost of capital (“WACC”) was used to discount future estimated cash flows to their present value. The WACC was based upon externally available data considering market participants’ cost of equity and debt, optimal capital structure and risk factors specific to the Purification Solutions reporting unit. Based on these estimates and as part of step one of the annual impairment test, the Company determined that the estimated fair value of the Purification Solutions reporting unit was lower than the reporting unit's carrying value. As such, the reporting unit failed step one of the goodwill impairment test. The Company then proceeded to step two.

Step two of the goodwill impairment test requires the Company to perform a theoretical purchase price allocation for the reporting unit to determine the implied fair value of goodwill and to compare the implied fair value of goodwill to the recorded amount of goodwill. The estimate of fair value is complex and requires significant judgment. Accounting guidance provides that a company should recognize an estimated impairment charge to the extent that it determines that it is probable that an impairment loss has occurred and such impairment can be reasonably estimated. Based on the best estimate as of June 30, 2015, the Company recorded a pre-tax goodwill impairment charge of $353 million. The Company completed the step two analysis in the fourth quarter of fiscal 2015, which resulted in recording a credit of $1 million to the pre-tax goodwill impairment charge.

Based on the same factors leading to the goodwill impairment, the Company also considered whether the reporting unit's carrying values of definite-lived intangible assets and property, plant and equipment may not be recoverable or whether the carrying value of certain indefinite-lived intangible assets were impaired. The Company used the income approach to determine the fair value of the indefinite-lived intangible assets, which are the trademarks of Purification Solutions, and determined that the fair value of these intangible assets was lower than their carrying value. As such, an impairment loss was recorded in the amount of $39 million. Subsequent to this impairment analysis, the Company concluded that such assets no longer had an indefinite life and began amortizing these assets over their estimated useful life. The Company also performed an impairment analysis to assess if definite-lived intangible assets and property, plant and equipment were recoverable based on the estimated undiscounted cash flows of the reporting unit, and determined that these cash flows were not sufficient to recover the carrying value of the long-lived assets over their remaining useful lives. Accordingly, an impairment charge was recorded based on the lower of the carrying amount or fair value of the long-lived assets. The Company used the income approach to determine the fair value of the definite-lived intangible assets and a combination of the cost and market approaches to determine the fair value of its property, plant and equipment. The Company recorded impairment charges of $119 million and $51 million, to its definite-lived intangible assets and property, plant and equipment, respectively, in the quarter ended June 30, 2015. The Company completed the impairment analysis in the fourth quarter of fiscal 2015 which resulted in increasing the property, plant and equipment impairment charge by $1 million to $52 million. Therefore, for the year ended September 30, 2015, the long-lived assets impairment charge was $210 million.

In connection with the long-lived assets impairment charges, the Company recorded a deferred tax benefit of $80 million to its income tax provision in fiscal 2015.

57


Note F.G. Goodwill and Intangible Assets

Cabot had goodwill balances of $154 million and $152 million at September 30, 2017 and September 30, 2016, respectively. The carrying amount of goodwill attributable to each reportable segment with goodwill balances and the changes in those balances during the periodfiscal year ended September 30, 20172023 are as follows:follows:

 

 

Reinforcement

Materials

 

 

Performance

Chemicals

 

 

Purification

Solutions

 

 

Total

 

 

 

(In millions)

 

Balance at September 30, 2016

 

$

52

 

 

$

9

 

 

$

91

 

 

$

152

 

Foreign currency impact

 

 

1

 

 

 

 

 

 

1

 

 

 

2

 

Balance at September 30, 2017

 

$

53

 

 

$

9

 

 

$

92

 

 

$

154

 

 

 

Reinforcement
Materials

 

 

Performance
Chemicals

 

 

Total

 

 

 

(In millions)

 

Balance at September 30, 2022

 

$

46

 

 

$

83

 

 

$

129

 

Foreign currency impact

 

 

5

 

 

 

 

 

 

5

 

Balance at September 30, 2023

 

$

51

 

 

$

83

 

 

$

134

 

 

 

Reinforcement

Materials

 

 

Performance

Chemicals

 

 

Purification

Solutions

 

 

Total

 

 

 

(In millions)

 

Accumulated impairment losses at September 30, 2016

 

$

 

 

$

 

 

$

(352

)

 

$

(352

)

Accumulated impairment losses at September 30, 2017

 

$

 

 

$

 

 

$

(352

)

 

$

(352

)

The following table provides information regarding the Company’s intangible assets:assets with finite lives:

 

September 30, 2017

 

 

September 30, 2016

 

 

Gross

Carrying

Value

 

 

Accumulated

Amortization

 

 

Net

Intangible

Assets

 

 

Gross

Carrying

Value

 

 

Accumulated

Amortization

 

 

Net

Intangible

Assets

 

 

September 30, 2023

 

 

September 30, 2022

 

 

(In millions)

 

 

Gross
Carrying
Value

 

 

Accumulated
Amortization

 

 

Net
Intangible
Assets

 

 

Gross
Carrying
Value

 

 

Accumulated
Amortization

 

 

Net
Intangible
Assets

 

Intangible assets with finite lives

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(In millions)

 

Developed technologies

 

$

49

 

 

$

(7

)

 

$

42

 

 

$

48

 

 

$

(4

)

 

$

44

 

 

$

34

 

 

$

(10

)

 

$

24

 

 

$

34

 

 

$

(8

)

 

$

26

 

Trademarks

 

 

16

 

 

 

(1

)

 

 

15

 

 

 

16

 

 

 

(1

)

 

 

15

 

 

 

2

 

 

 

(1

)

 

 

1

 

 

 

2

 

 

 

(1

)

 

 

1

 

Customer relationships

 

 

94

 

 

 

(14

)

 

 

80

 

 

 

90

 

 

 

(9

)

 

 

81

 

 

 

65

 

 

 

(30

)

 

 

35

 

 

 

59

 

 

 

(23

)

 

 

36

 

Total intangible assets

 

$

159

 

 

$

(22

)

 

$

137

 

 

$

154

 

 

$

(14

)

 

$

140

 

 

$

101

 

 

$

(41

)

 

$

60

 

 

$

95

 

 

$

(32

)

 

$

63

 

Intangible assets are amortized over their estimated useful lives, which range from fourteen to between ten and twenty-five years, with a weighted average amortization period of approximately 19 years.seventeen years. Amortization expense for the years ended September 30, 2017, 2016fiscal 2023, 2022 and 20152021 was $86 million, $7$6 million and $14$8 million, respectively, and is included in Cost of sales, and Selling and administrative expenses and Research and technical expenses in the Consolidated Statements of Operations. Total amortization expense is estimated to be approximately $86 million each year for the next five fiscal years.

52


Note G.H. Accounts Payable, Accrued Liabilities and Other Liabilities

Accounts payable and accrued liabilities included in current liabilities consist of the following:

 

 

September 30

 

 

 

2023

 

 

2022

 

 

 

(In millions)

 

Accounts payable

 

$

438

 

 

$

533

 

Accrued employee compensation

 

 

55

 

 

 

66

 

Other accrued liabilities

 

 

107

 

 

 

108

 

Total

 

$

600

 

 

$

707

 

 

 

September 30

 

 

 

2017

 

 

2016

 

 

 

(In millions)

 

Accounts payable

 

$

339

 

 

$

259

 

Accrued employee compensation

 

 

51

 

 

 

42

 

Other accrued liabilities

 

 

67

 

 

 

63

 

Total

 

$

457

 

 

$

364

 

Other long-term liabilities consist of the following:

 

 

September 30

 

 

 

2023

 

 

2022

 

 

 

(In millions)

 

Employee benefit plan liabilities

 

$

48

 

 

$

51

 

Operating lease liabilities

 

 

84

 

 

 

83

 

Other accrued liabilities

 

 

99

 

 

 

100

 

Total

 

$

231

 

 

$

234

 

 

 

September 30

 

 

 

2017

 

 

2016

 

 

 

(In millions)

 

Employee benefit plan liabilities

 

$

122

 

 

$

173

 

Non-current tax liabilities

 

 

19

 

 

 

19

 

Other accrued liabilities

 

 

104

 

 

 

93

 

Total

 

$

245

 

 

$

285

 

58


Note H.I. Debt and Other Obligations

Long-term ObligationsShort-term Borrowings

The Company’s long-term obligations, the fiscal year in which they mature and their respective interest rates are summarized below:

 

 

September 30

 

 

 

2017

 

 

2016

 

 

 

(In millions)

 

Variable Rate Debt:

 

 

 

 

 

 

 

 

Revolving Credit Facility, expires 2022

 

$

 

 

$

 

Total variable rate debt

 

 

 

 

 

 

Fixed Rate Debt:

 

 

 

 

 

 

 

 

2.55% Notes due 2018

 

 

250

 

 

 

250

 

3.7% Notes due 2022

 

 

350

 

 

 

350

 

3.4% Notes due 2026

 

 

250

 

 

 

250

 

Medium Term Notes:

 

 

 

 

 

 

 

 

Notes due 2019, 7.42%

 

 

30

 

 

 

30

 

Notes due 2022, 8.34% — 8.47%

 

 

15

 

 

 

15

 

Notes due 2028, 6.57% — 7.28%

 

 

8

 

 

 

8

 

Total Medium Term Notes

 

 

53

 

 

 

53

 

Chinese Renminbi Debt, due 2018, 4.75%

 

 

5

 

 

 

4

 

Total fixed rate debt

 

 

908

 

 

 

907

 

Capital lease obligations, due through 2033

 

 

13

 

 

 

13

 

Unamortized debt issuance costs and debt discount(1)

 

 

(4

)

 

 

(5

)

Total debt

 

 

917

 

 

 

915

 

Less current portion of long-term debt

 

 

(256

)

 

 

(1

)

Total long-term debt

 

$

661

 

 

$

914

 

(1)In fiscal 2017, the Company adopted a new accounting standard that impacts the presentation of debt issuance costs on the Consolidated Balance Sheets. This new standard was applied retrospectively and fiscal 2016 balances have been updated as discussed in Note A.

Revolving Credit FacilityCommercial PaperThe amount available for borrowing under the revolving credit agreement was $1 billion as of September 30, 2017. The revolving credit agreement, which matures on October 23, 2022, subsequent to the exercise of the two one-year options to extend the maturity on the first and second anniversaries of the effective date, supports the Company’s commercial paper program. Borrowings may be used for working capital, letters of credit and other general corporate purposes. The revolving credit agreement contains affirmative and negative covenants, a single financial covenant (consolidated total debt to consolidated EBITDA, as defined in the credit agreement) and events of default customary for financings of this type.

Chinese Renminbi Debt due fiscal 2018—The Company’s consolidated Chinese subsidiaries had $5 million and $4 million of unsecured long-term debt outstanding with a noncontrolling shareholder of a consolidated subsidiary as of September 30, 2017 and September 30, 2016, respectively.

2.55% Notes due fiscal 2018—In July 2012, Cabot issued $250 million in registered notes with a coupon of 2.55% that mature on January 15, 2018. These notes are unsecured and pay interest on January 15 and July 15. The net proceeds of this offering were $248 million after deducting discounts and issuance costs. The discount of less than $1 million was recorded at issuance and is being amortized over the life of the notes.

3.7% Notes due fiscal 2022—In July 2012, Cabot issued $350 million in registered notes with a coupon of 3.7% that mature on July 15, 2022. These notes are unsecured and pay interest on January 15 and July 15. The net proceeds of this offering were $347 million after deducting discounts and issuance costs. The discount of less than $1 million was recorded at issuance and is being amortized over the life of the notes.

3.4% Notes due fiscal 2026—In September 2016, Cabot issued $250 million in registered notes with a coupon of 3.4% that mature on September 15, 2026. These notes are unsecured and pay interest on March 15 and September 15. The net proceeds of this offering were $248 million after deducting discounts and issuance costs. The discount of less than $1 million was recorded at issuance and is being amortized over the life of the notes.

59


Medium Term Notes—At both September 30, 2017 and 2016, there were $53 million of unsecured medium term notes outstanding issued to numerous lenders with various fixed interest rates and maturity dates. The weighted average maturity of the total outstanding medium term notes is 4 years with a weighted average interest rate of 7.65%.

Capital Lease Obligations—Cabot had capital lease obligations for certain equipment and buildings with a recorded value of $13 million at both September 30, 2017 and 2016. Cabot will make payments totaling $20 million over the next 16 years, including $7 million of imputed interest. At September 30, 2017 and 2016, the original cost of capital lease assets was $20 million and $18 million, respectively, and the associated accumulated depreciation of assets under capital leases was $12 million and $10 million, respectively. The amortization related to those assets under capital lease is included in depreciation expense.

Future Years Payment Schedule

The aggregate principal amounts of long-term debt and capital lease obligations due in each of the five years from fiscal 2018 through 2022 and thereafter are as follows:

Years Ending September 30

 

Principal Payments

on Long-Term

Debt

 

 

Payments on

Capital Lease

Obligations

 

 

Total

 

 

 

(In millions)

 

2018

 

$

255

 

 

$

3

 

 

$

258

 

2019

 

 

30

 

 

 

2

 

 

 

32

 

2020

 

 

 

 

 

2

 

 

 

2

 

2021

 

 

 

 

 

2

 

 

 

2

 

2022

 

 

365

 

 

 

2

 

 

 

367

 

Thereafter

 

 

258

 

 

 

9

 

 

 

267

 

Less: Interest

 

 

 

 

 

(7

)

 

 

(7

)

Total

 

$

908

 

 

$

13

 

 

$

921

 

Standby letters of credit—At September 30, 2017, the Company had provided standby letters of credit that were outstanding and not drawn totaling $12 million, which expire through fiscal 2018.

Short-term Obligations

Short-term Notes Payable—The Company had unsecured notes with maturities of less than one year of $7 million at both September 30, 2017 and 2016. The weighted-average interest rate on short-term notes payable was 8.1% and 9.5% as of September 30, 2017 and 2016, respectively.

The Company has a commercial paper program and the maximum aggregate balance of commercial paper notes outstanding and the amounts borrowed under the revolving credit facility may not exceed the borrowing capacity of $1$1 billion under the revolving credit facility. The proceeds from the issuance of the commercial paper have been used for general corporate purposes, which may include working capital, refinancing existing indebtedness, capital expenditures, share repurchases, and acquisitions. The revolving credit facility is available to repay the outstanding commercial paper, if necessary.necessary.

There was noan outstanding balance of commercial paper of $172 million as of September 30, 2017 or 2016.

Redeemable Preferred Stock

In November 2013, the Company purchased all of its joint venture partner’s common stock in the former NHUMO, S.A. de C.V. (“NHUMO”) joint venture. At the close of the transaction, NHUMO issued redeemable preferred stock to the joint venture partner2023 with a redemption value of $25 million. The preferred stock accumulates dividends at a fixedweighted average interest rate of 6% annually5.44% and is redeemable at the optionan outstanding balance of the former joint venture partner or the Company for $25$322 million starting in November 2018 or upon the occurrence of certain other conditions. Annual payment of the dividends by NHUMO is contingent on NHUMO achieving a minimum EBITDA (earnings before interest, taxes, depreciation and amortization) level and if such minimum EBITDA is not achieved in any year, the dividend will be accumulated and paid at the time the preferred shares are redeemed. The minimum EBITDA was achieved in all fiscal years since the close of the transaction and dividend payments of $1.5 million were paid for each fiscal year with the exception of the fiscal 2017 payment, which was accrued as of September 30, 20172022 with a weighted average interest rate of 3.35%.

Long-term Obligations

The Company’s long-term obligations, the fiscal year in which they mature and their respective interest rates are summarized below:

 

 

September 30

 

 

 

2023

 

 

2022

 

 

 

(In millions)

 

Variable Rate Debt:

 

 

 

 

 

 

Revolving Credit Facility, expires fiscal 2027

 

$

 

 

$

 

Revolving Credit Facility - Euro, expires fiscal 2027

 

 

120

 

 

 

114

 

Total variable rate debt

 

 

120

 

 

 

114

 

Fixed Rate Debt:

 

 

 

 

 

 

3.4% Notes due fiscal 2026

 

 

250

 

 

 

250

 

4.0% Notes due fiscal 2029

 

 

300

 

 

 

300

 

5.0% Notes due fiscal 2032

 

 

400

 

 

 

400

 

Medium-Term Notes due fiscal 2028, 6.57% — 7.28%

 

 

8

 

 

 

8

 

Chinese Renminbi Debt, due fiscal 2024, 4.3%

 

 

4

 

 

 

4

 

Total fixed rate debt

 

 

962

 

 

 

962

 

Finance lease obligations (Note R)

 

 

28

 

 

 

29

 

Unamortized debt issuance costs and debt discount

 

 

(8

)

 

 

(9

)

Total debt

 

 

1,102

 

 

 

1,096

 

Less current portion of long-term debt

 

 

(8

)

 

 

(7

)

Total long-term debt

 

$

1,094

 

 

$

1,089

 

53


Revolving Credit Facility, expiring fiscal 2027—In August 2021, the Company entered into a revolving credit agreement (the “U.S. Credit Agreement”) with a loan commitment not to exceed $1 billion. The U.S. Credit Agreement supports the Company’s issuance of commercial paper, and borrowings may be used for working capital, letters of credit and other general corporate purposes. Outstanding commercial paper balances reduce the amount available for borrowing under the U.S. Credit Agreement, whichwas $828 million as of September 30, 2023. The U.S. Credit Agreement, which matures in August 2027, contains affirmative and negative covenants, the financial debt covenant described below, and annual sustainability performance targets related to the Company’s reduction in its nitrogen oxide and sulfur dioxide emissions intensity, the achievement of which may adjust pricing under the U.S. Credit Agreement.The borrowing rate is currently based on an adjusted daily risk-free borrowing rate, plus a Cabot-specific spread based on the Company’s credit rating and achievement on the annual sustainability performance targets. As a result of meeting the annual sustainability performance targets, the commitment fee and borrowing rate will be reduced by 0.01% and 0.05%, respectively, effective from August 2023 through August 2024.

Revolving Credit Facility-Euro, expiring fiscal 2027—In May 2023, several subsidiaries entered into a revolving credit agreement (the “Euro Credit Agreement”, and together with the U.S. Credit Agreement, the "Credit Agreements") with a loan commitment not to exceed 300 million Euros. The amount available for borrowing under this revolving credit agreement was $197 million as of September 30, 2023, and the weighted average interest rate on the outstanding balance during the year was 4.82%. The borrowing rate is based on an adjusted daily risk-free borrowing rate, plus a Cabot-specific spread based on the Company’s credit rating. The revolving credit agreement, which matures in August 2027, may be used for repatriation of earnings of Cabot’s foreign subsidiaries to the U.S., the repayment of indebtedness of the Company’s foreign subsidiaries owing to the Company or any of its subsidiaries, and for working capital and general corporate purposes. The obligations of the subsidiaries under the revolving credit agreement are guaranteed by the Company. The Company paid debt issuance costs of $1 million upon entering the agreement, which are being amortized over the life of the revolver.

Debt Covenants—As of September 30, 2023, Cabot was in compliance with the financial debt covenants under the Credit Agreements, which, with limited exceptions, require us to comply on a quarterly basis with a leverage test requiring the ratio of consolidated net debt to consolidated EBITDA not to exceed 3.50 to 1.00. Consolidated net debt is defined as consolidated debt offset by the lessor of (i) unrestricted cash and cash equivalents and (ii) $150 million.

Chinese Renminbi Debt—The Company’s consolidated Chinese subsidiaries had $4 million of unsecured long-term debt outstanding with a noncontrolling shareholder of a consolidated subsidiary as of both September 30, 2023 and 2022.

3.4% Notes due fiscal 2026—In September 2016, Cabot issued $250 million in registered notes with a coupon of 3.4% that mature on September 15, 2026. These notes are unsecured and pay interest on March 15 and September 15. The net proceeds of this offering were $248 million after deducting discounts and issuance costs. The discount of less than $1 million was recorded at issuance and is being amortized over the life of the notes.

4.0% Notes due fiscal 2029—In June 2019, Cabot issued $300 million in registered, unsecured, notes with a coupon of 4.0% that mature on July 1, 2029. Interest is payable under the notes semi-annually on January 1 and July 1. The net proceeds of this offering were $296 million after deducting discounts and issuance costs of $1 million and $3 million, respectively, which were paid at issuance and are being amortized over the life of the notes.

5.0% Notes due fiscal 2032—In June 2022, Cabot issued $400 million in unsecured notes with a coupon of 5% that mature on June 30, 2032. Interest is payable semi-annually on June 30 and December 30. The net proceeds of this offering were $394 million after deducting discounts and issuance costs, each of which were $3 million, which were paid at issuance and are being amortized over the life of the notes.

Medium-Term Notes—At both September 30, 2023 and 2022, there were $8 million of unsecured medium-term notes outstanding issued to numerous lenders with various fixed interest rates and maturity dates. The weighted average maturity of the total outstanding medium-term notes is 4 years with a weighted average interest rate of 7.24%.

Finance Lease obligations—See Note R for a discussion of the Company’s leases.

54


Future Years Payment Schedule

The aggregate principal amounts of long-term debt, excluding finance lease liabilities presented separately in Note R, due in December 2017. The preferred stock issued in connection witheach of the transaction isfive years from fiscal 2024 through 2028 and thereafter are as follows:

Years Ending September 30

 

Principal Payments
on Long-Term
Debt

 

 

 

(In millions)

 

2024

 

$

4

 

2025

 

 

 

2026

 

 

250

 

2027

 

 

120

 

2028

 

 

8

 

Thereafter

 

 

700

 

Total

 

$

1,082

 

Standby letters of credit—At September 30, 2023, the Company had provided standby letters of credit that were outstanding and not mandatorily redeemable and has embedded put and call rights at the fixed redemption price. Accordingly, the instrument is accounted for as a financing obligation and has been separately presented in the Consolidated Balance Sheets as a long-term liability.drawn totaling $7 million, which expire through fiscal 2024.

60


Note I.J. Financial Instruments and Fair Value Measurements

The FASB authoritative guidance on fair value measurements defines fair value, provides a framework for measuring fair value, and requires certain disclosures about fair value measurements. The required disclosures focus on the inputs used to measure fair value. The guidance establishes the following hierarchy for categorizing these inputs:

Level 1

Quoted market prices in active markets for identical assets or liabilities

Level 2

Significant other observable inputs (e.g., quoted prices for similar items in active markets, quoted prices for identical or similar items in markets that are not active, inputs other than quoted prices that are observable such as interest rate and yield curves, and market-corroborated inputs)

Level 3

Significant unobservable inputs

There were no transfers of financial assets or liabilities measured at fair value between Level 1 and Level 2, or transfers into or out ofand there were no Level 3 investments during fiscal 20172023 or 2016.2022.

At both September 30, 20172023 and 2016, Cabot had derivatives relating to foreign currency risks carried at fair value. At September 30, 2017, the fair value of these derivatives was a net liability of $13 million and was included in Prepaid expenses and other current assets and Other liabilities on the Consolidated Balance Sheets. At September 30, 2016, the fair value of these derivatives was a net asset of $1 million and was included in Prepaid expenses and other current assets and Other assets on the Consolidated Balance Sheets. These derivatives are classified as Level 2 instruments within the fair value hierarchy as the fair value determination was based on observable inputs.

At both September 30, 2017 and 2016, the fair value of Guaranteed investment contracts, included in Other assets on the Consolidated Balance Sheets, was $12 million. Guaranteed investment contracts were classified as Level 2 instruments within the fair value hierarchy as the fair value determination was based on other observable inputs.

At both September 30, 2017 and 2016,2022, the fair values of cash and cash equivalents, accounts and notes receivable, accounts payable and accrued liabilities, and notes payableshort term borrowings and variable rate debt approximated their carrying values due to the short-term nature of these instruments. The carrying valueCash and fair value of the long-term fixed rate debt were $0.91 billion and $0.94 billion, respectively, as of September 30, 2017 and $0.91 billion and $0.98 billion, respectively, as of September 30, 2016. The fair values of Cabot’s fixed rate long-term debt are estimated based on comparable quoted market prices at the respective period ends. The carrying amounts of Cabot’s floating rate long-term debt and capital lease obligations approximate their fair values. All such measurements are based on observable inputs andcash equivalents are classified as Level 21 within the fair value hierarchy. The valuation technique used is the discounted cash flow model.

Note J. Derivatives

Risk Management

Cabot’s business operations are exposed to changes in interest rates, foreign currency exchange rates and commodity prices because Cabot finances certain operations through long and short-term borrowings, denominates transactions in a variety of foreign currencies and purchases certain commoditized raw materials. Changes in these rates and prices may have an impact on future cash flows and earnings. The Company manages these risks through normal operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments.

The Company has policies governing the use of derivative instruments and does not enter into financial instruments for trading or speculative purposes.

By using derivative instruments, Cabot is subject to credit and market risk. If a counterparty fails to fulfill its performance obligations under a derivative contract, Cabot’s credit risk will equal the fair value of the derivative. Generally, when the fair value of a derivative contract is positive, the counterparty owes Cabot, thus creating a payment risk for Cabot. The Company minimizes counterparty credit (or repayment) risk by entering into transactions with major financial institutions of investment grade credit rating. Cabot’s exposure to market risk is not hedged in a manner that completely eliminates the effects of changing market conditions on earnings or cash flow. No significant concentration of credit risk existed at September 30, 2017.

Interest Rate Risk Management

Cabot’s objective is to maintain a certain fixed-to-variable interest rate mix on the Company’s debt obligations. Cabot may enter into interest rate swaps as a hedge of the underlying debt instruments to effectively change the characteristics of the interest rate without changing the debt instrument. As ofAt both September 30, 20172023 and 2016, there were no2022, Cabot had derivatives held to manage interest rate risk.

61


Foreign Currency Risk Management

Cabot’s international operations are subject to certain risks, including currency exchange rate fluctuations and government actions. Cabot endeavors to match the currency in which debt is issued to the currency of the Company’s major, stable cash receipts. In some situations, Cabot has issued debt denominated in U.S. dollars and then entered into cross-currency swaps that exchange the dollar principal and interest payments into Euro denominated principal and interest payments.

Additionally, the Company has foreign currency exposure arising from its net investments in foreign operations. Cabot may enter into cross-currency swaps to mitigate the impact of currency rate changes on the Company’s net investments.

The Company also has foreign currency exposure arising from the denomination of monetary assets and liabilities in foreign currencies other than the functional currency of a given subsidiary as well as the risk that currency fluctuations could affect the dollar value of future cash flows generated in foreign currencies. Accordingly, Cabot uses short-term forward contracts to minimize the exposurerelating to foreign currency risk. In certain situations where the Company has forecasted purchases under a long-term commitment or forecasted sales denominated in a foreign currency, Cabot may enter into appropriate financial instruments in accordance with the Company’s risk management policy to hedge future cash flow exposures.

The following table provides details of the derivatives held as of September 30, 2017 and 2016 to manage foreign currency risk.

Notional Amount

Description

Borrowing

September 30, 2017

September 30, 2016

Hedge

Designation

Cross-Currency Swaps

3.4% Notes

USD 250 million swapped to EUR 223 million

USD 250 million swapped to EUR 223 million

Net investment

Forward Foreign Currency Contracts(1)

N/A

USD 5 million

USD 4 million

No designation

(1)

Cabot’s forward foreign exchange contracts are denominated in the Indonesian rupiah and Czech koruna.

Accounting for Derivative Instruments and Hedging Activities

The Company determines therisks carried at fair value of financial instruments using quoted market prices whenever available. When quoted market prices are not available for various types of financial instruments (such as forwards, options and swaps), thevalue. The Company uses standard models with market-based inputs, which take into account the present value of estimated future cash flows and the ability of Cabot or the financial counterparty to perform. For interest rate and cross-currency swaps, the significant inputs to these models are interest rate curves for discounting future cash flows and are adjusted for credit risk. For forward foreign currency contracts, the significant inputs are interest rate curves for discounting future cash flows, and exchange rate curves of the foreign currency for translating future cash flows. These derivatives are classified as Level 2 instruments within the fair value hierarchy as the fair value determination was based on observable inputs.

Fair Value HedgeAt both September 30, 2023 and 2022, the fair value of Guaranteed investment contracts, included in Other assets on the Consolidated Balance Sheets was $8 million. Guaranteed investment contracts were classified as Level 2 instruments within the fair value hierarchy as the fair value determination was based on other observable inputs.

For derivative instruments thatThe carrying value and fair value of the long-term fixed rate debt were $1.08 billion and $1.04 billion, respectively, as of September 30, 2023 and $1.08 billion and $1.06 billion, respectively, as of September 30, 2022. The fair values of Cabot’s fixed rate long-term debt are estimated based on comparable quoted market prices at the respective period ends. The carrying amounts of Cabot’s floating rate long-term debt approximates the fair value. All such measurements are based on observable inputs and are classified as Level 2 within the fair value hierarchy. The valuation technique used is the discounted cash flow model.

55


Note K. Derivatives

The Company has foreign currency exposure arising from its net investments in foreign operations. The Company uses cross-currency swaps to partially mitigate the impact of the Euro currency rate changes on the Company’s Euro denominated net investments. The Company’s cross-currency swaps are designated as net investment hedges.

The Company also has foreign currency exposure arising from the denomination of monetary assets and qualify as fair value hedges,liabilities in foreign currencies other than the gain or loss on the derivativefunctional currency of a given subsidiary as well as the offsetting gain or loss onrisk that currency fluctuations could affect the hedged item attributabledollar value of future cash flows generated in foreign currencies. The Company uses short-term forward contracts to minimize the hedgedexposure to foreign currency risk.

The Company had no significant concentration of credit risk are recognized in current period earnings.

Cash Flow Hedge

For derivative instruments that are designatedat September 30, 2023 and qualify as cash flow hedges, the effective portion2022.

The following table provides details of the gain or loss onderivatives held as of September 30, 2023 and 2022 to manage foreign currency risk.

Notional Amount

Description

Borrowing

September 30, 2023

September 30, 2022

Hedge
Designation

Cross Currency Swaps

3.4% Notes

USD 250 million swapped to EUR 223 million

USD 250 million swapped to EUR 223 million

Net investment

Forward Foreign Currency Contracts(1)

N/A

USD 82 million

USD 42 million

No designation

(1)
At September 30, 2023, the derivative is recordedCompany’s forward foreign exchange contracts were denominated in AOCIIndonesian rupiah, Czech koruna, and reclassified to earningsColombian peso. At September 30, 2022, the Company’s forward foreign exchange contracts were denominated in the same period or periods during which the hedged transaction affects earnings. GainsIndonesian rupiah and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current period earnings.Czech koruna.

Accounting for Derivative Instruments and Hedging Activities

Net Investment Hedge

For net investment hedges, changes in the fair value of the effective portion of the derivatives’ gains or losses are reported as foreign currency translation gains or lossesCTA in AOCI while changes in the ineffective portion are reported in earnings. Effectiveness is assessed based on the hypothetical derivative method. There was no ineffectiveness in either of the years ended September 30, 2017 or 2016. The gains or losses on derivative instruments reported in AOCI are reclassified to earnings in the period in which earnings are affected by the underlying item, such as a disposal or substantial liquidations of the entities being hedged.

62


During the fourth quarter of fiscal 2016, the Company entered into cross-currency swaps with a notional amount of $250 million, which are designated as hedges of its net investments in certain Euro denominated subsidiaries. Cash settlements periodicallyrelated to the net investment hedge occursemi-annually on March 15th and September 15th for fixed rate interest payments and a cash exchange of the notional currency amount will occur at the end of the term in 2026 under these cross-currency swaps.2026. During fiscal 2017,2023, 2022 and 2021 the Company received net cash interest of $4 million, $4 million and recognized a loss of $103 million, related to these swaps through Foreign currency translation adjustment in Other comprehensive income (loss). respectively.As of September 30, 2017,2023 and 2022, the fair value of these swaps was a net liabilityan asset of $1312 million and $29 million, respectively, was included in Prepaid expenses and other current assets and Other Liabilities,assets, and the cumulative lossunrealized gain of $915 million and $32 million, respectively, was included in AOCI on the Consolidated Balance Sheets. As

The following table summarizes the impact of the cross-currency swaps to AOCI and the Consolidated Statements of Operations:

 

 

Years Ended September 30

 

 

 

2023

 

 

2022

 

 

2021

 

 

2023

 

 

2022

 

 

2021

 

 

2023

 

 

2022

 

 

2021

 

Description

 

Gain/(Loss) Recognized in AOCI

 

 

(Gain)/Loss Reclassified from AOCI into
Interest Expense in the Consolidated
Statements of Operations

 

 

(Gain)/Loss Recognized in Interest
Expense in the Consolidated
Statements of Operations (Amount
Excluded from Effectiveness Testing)

 

 

 

(In millions)

 

Cross-currency swaps

 

$

(13

)

 

$

30

 

 

$

7

 

 

$

(6

)

 

$

(6

)

 

$

(5

)

 

$

2

 

 

$

2

 

 

$

2

 

Forward Foreign Currency Contracts

At both September 30, 2016, the fair value of2023 and cumulative gain related to these swaps was $1 million and was included in Other assets and AOCI, respectively, on the Consolidated Balance Sheets. There were no gains or losses reclassified from AOCI into earnings during either fiscal 2017 or fiscal 2016.

Other Derivative Instruments

From time to time,2022, the Company may enter into certain derivative instrumentshad foreign currency forward contracts that maywere not be designated as hedges for accounting purposes, which may include cross-currency swaps, foreign currency forward contracts and commodity derivatives. For cross-currency swaps and foreign currency forward contracts not designated as hedges, the Company uses standard models with market-based inputs. The significant inputs to these models are interest rate curves for discounting future cash flows, and exchange rate curves of the foreign currency for translating future cash flows. In determining the fair value of the commodity derivatives, the significant inputs to valuation models are quoted market prices of similar instruments in active markets.purposes. Although these derivatives do not qualify for hedge accounting, Cabot believes that such instruments are closely correlated with the underlying exposure, thus managing the associated risk. The gains or losses from changes in the fair value of derivative instruments that are not accounted for as hedges are recognized in current period earnings.

At both September 30, 20172023 and 2016,2022, the fair value of derivative instruments not designated as hedges were immaterialwas less than $1 million and werewas presented in Prepaid expensesAccounts payable and other current assetsaccrued liabilities on the Consolidated Balance Sheets.

56


Note L. Insurance Recoveries

Pepinster, Belgium

Note K. Venezuela

Cabot owns 49%In July 2021, the Company’s Specialty Compounds manufacturing and research and development facility in Pepinster, Belgium experienced significant flooding. Full production, which was temporarily halted, resumed in the second quarter of fiscal 2022. The Company agreed to a carbon black operating affiliatefinal insurance settlement in Venezuela, which is accountedfiscal 2023 for as an equity affiliate, through wholly-owned subsidiaries that carry the investment and receive its dividends. As of September 30, 2017, these subsidiaries carried the operating affiliate investmenttotal proceeds of $1533 million.

During fiscal 2017, 20162023, 2022 and 2015,2021, the Company recorded expenses of nil, $6 million and $17 million for clean-up costs, inventory, and fixed asset impairments and simultaneously recognized a fully offsetting loss recovery from expected insurance proceeds. During fiscal 2023, the Company recognized gains of $9 million related to lost margin and the replacement value of fixed assets exceeding their net book value. The flood-related expenses, loss recoveries and gains are included within Cost of sales in the Consolidated Statements of Operations in fiscal 2023, 2022 and 2021.

During fiscal 2023, 2022 and 2021, the Company received dividendsinsurance proceeds of $14 million, $11 million and $8 million, respectively. Of the proceeds received, $12 million, $1 million and $2 million, is included in Cash provided by investing activities and $2 million, $10 million and $6 million, is included in Cash provided by operating activities for fiscal 2023, 2022 and 2021, respectively, in the amountsConsolidated Statements of $4 million, $2 million and $6 million, respectively, which were paid in U.S. dollars.Cash Flows.

A significant portion ofFranklin, Louisiana

In August 2021, the Company’s operating affiliate’s sales are exports denominatedspecialty carbons and reinforcing carbons manufacturing facility in U.S. dollars. The Venezuelan government mandates that a certain percentage of the dollars collected from these sales be converted into bolivars. The exchange rate made availableFranklin, Louisiana experienced an unplanned plant outage due to equipment failure. During fiscal 2022, the Company asreceived insurance proceeds of $8 million for business interruption. These proceeds were included within Cost of sales in the Consolidated Statements of Operations and in Cash Provided by operating activities in the Consolidated Statements of Cash Flows for the fiscal year ended September 30, 2017 was 3,345 bolivars to the U.S. dollar. The operating affiliate and the Company’s wholly-owned subsidiaries remeasured their bolivar denominated monetary accounts to reflect the current rate. During fiscal 2017, the exchange rate devalued from 656 bolivars to the U.S. dollar to 3,345 bolivars to the U.S. dollar. The impact of the exchange rate devaluations on the operating affiliate’s results was a net gain of $1 million during fiscal 2017.2022.

The operating entity has generally been profitable. The Company continues to closely monitor developments in Venezuela and their potential impact on the recoverability of its equity affiliate investment. Any future change in the exchange rate made available to the Company could cause the Company to change the exchange rate it uses and result in gains or losses on the bolivar denominated assets held by its operating affiliate and wholly-owned subsidiaries.

Note L.M. Employee Benefit Plans

The information below provides detail concerning the Company’s benefit obligations under the defined benefit and postretirement benefit plans it sponsors.

Defined benefit plans provide pre-determined benefits to employees that are distributed upon retirement. Cabot is making all sponsor required contributions to these plans. The accumulated benefit obligation was $1602 million for the U.S. defined benefit plan and $131million for the foreign defined benefit plans as of September 30, 2023 and $2 million for the U.S. defined benefit plans and $351125 million for the foreign defined benefit plans as of September 30, 2017 and $175 million for the2022. The U.S. defined benefit plans and $373 million forplan is the foreign plans as of September 30, 2016.frozen Supplemental Cash Balance Plan.

In addition to benefits provided under the defined benefit and postretirement benefit plans, the Company provides benefits under defined contribution plans. Cabot recognized expenses related to these plans of $18 million in fiscal 2017, $17 million in fiscal 2016 and $20 million in fiscal 2015.

63


The following provides information about projected benefit obligations, plan assets, the funded status and weighted-average assumptions of the defined benefit pension and postretirement benefit plans:

 

 

Years Ended September 30

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

 

Pension Benefits

 

 

Postretirement Benefits

 

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

 

(In millions)

 

Change in Benefit Obligations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Benefit obligation at beginning of

   year

 

$

175

 

 

$

400

 

 

$

170

 

 

$

348

 

 

$

37

 

 

$

20

 

 

$

38

 

 

$

15

 

Service cost

 

 

1

 

 

 

10

 

 

 

1

 

 

 

8

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest cost

 

 

4

 

 

 

6

 

 

 

4

 

 

 

8

 

 

 

1

 

 

 

1

 

 

 

1

 

 

 

1

 

Plan participants’ contribution

 

 

 

 

 

2

 

 

 

 

 

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency exchange rate

   changes

 

 

 

 

 

16

 

 

 

 

 

 

(9

)

 

 

 

 

 

 

 

 

 

 

 

(1

)

(Gain) Loss from changes in actuarial

   assumptions and plan experience

 

 

(7

)

 

 

(42

)

 

 

14

 

 

 

62

 

 

 

(2

)

 

 

(1

)

 

 

1

 

 

 

5

 

Benefits paid

 

 

(7

)

 

 

(12

)

 

 

(7

)

 

 

(14

)

 

 

(3

)

 

 

 

 

 

(3

)

 

 

 

Settlements or curtailments

 

 

(5

)

 

 

(3

)

 

 

(6

)

 

 

(4

)

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

(1

)

 

 

(1

)

 

 

(1

)

 

 

(1

)

 

 

 

 

 

 

 

 

 

 

 

 

Benefit obligation at end of year

 

$

160

 

 

$

376

 

 

$

175

 

 

$

400

 

 

$

33

 

 

$

20

 

 

$

37

 

 

$

20

 

 

 

Years Ended September 30

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

 

Pension Benefits

 

 

Postretirement Benefits

 

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

 

(In millions)

 

Change in Plan Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value of plan assets at beginning

   of year

 

$

157

 

 

$

305

 

 

$

153

 

 

$

279

 

 

$

 

 

$

 

 

$

 

 

$

 

Actual return on plan assets

 

 

12

 

 

 

6

 

 

 

18

 

 

 

43

 

 

 

 

 

 

 

 

 

 

 

 

 

Employer contribution

 

 

1

 

 

 

9

 

 

 

 

 

 

10

 

 

 

3

 

 

 

 

 

 

3

 

 

 

1

 

Plan participants’ contribution

 

 

 

 

 

2

 

 

 

 

 

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency exchange rate

   changes

 

 

 

 

 

12

 

 

 

 

 

 

(11

)

 

 

 

 

 

 

 

 

 

 

 

 

Benefits paid

 

 

(7

)

 

 

(12

)

 

 

(7

)

 

 

(14

)

 

 

(3

)

 

 

 

 

 

(3

)

 

 

(1

)

Settlements

 

 

(6

)

 

 

(3

)

 

 

(6

)

 

 

(3

)

 

 

 

 

 

 

 

 

 

 

 

 

Expenses paid from assets

 

 

(1

)

 

 

(1

)

 

 

(1

)

 

 

(1

)

 

 

 

 

 

 

 

 

 

 

 

 

Fair value of plan assets at end

   of year

 

$

156

 

 

$

318

 

 

$

157

 

 

$

305

 

 

$

 

 

$

 

 

$

 

 

$

 

Funded status

 

$

(4

)

 

$

(58

)

 

$

(18

)

 

$

(95

)

 

$

(33

)

 

$

(20

)

 

$

(37

)

 

$

(20

)

Recognized liability

 

$

(4

)

 

$

(58

)

 

$

(18

)

 

$

(95

)

 

$

(33

)

 

$

(20

)

 

$

(37

)

 

$

(20

)

64

 

 

Years Ended September 30

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

Pension Benefits

 

 

Postretirement Benefits

 

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

 

(In millions)

 

Change in Benefit Obligations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Benefit obligation at beginning of
   year

 

$

2

 

 

$

133

 

 

$

3

 

 

$

221

 

 

$

16

 

 

$

13

 

 

$

25

 

 

$

19

 

Service cost

 

 

 

 

 

3

 

 

 

 

 

 

4

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest cost

 

 

 

 

 

7

 

 

 

 

 

 

4

 

 

 

1

 

 

 

1

 

 

 

 

 

 

1

 

Plan participants’ contribution

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency exchange rate
   changes

 

 

 

 

 

6

 

 

 

 

 

 

(27

)

 

 

 

 

 

1

 

 

 

 

 

 

(2

)

(Gain) loss from changes in actuarial
   assumptions and plan experience

 

 

 

 

 

(4

)

 

 

(1

)

 

 

(43

)

 

 

(1

)

 

 

(3

)

 

 

(4

)

 

 

(5

)

Benefits paid

 

 

 

 

 

(5

)

 

 

 

 

 

(9

)

 

 

(2

)

 

 

(1

)

 

 

(3

)

 

 

 

Settlements or curtailments

 

 

 

 

 

(2

)

 

 

 

 

 

(2

)

 

 

 

 

 

 

 

 

(2

)

 

 

 

Divestiture of a business

 

 

 

 

 

 

 

 

 

 

 

(16

)

 

 

 

 

 

 

 

 

 

 

 

 

Benefit obligation at end of year

 

$

2

 

 

$

139

 

 

$

2

 

 

$

133

 

 

$

14

 

 

$

11

 

 

$

16

 

 

$

13

 

57


 

 

Years Ended September 30

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

Pension Benefits

 

 

Postretirement Benefits

 

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

 

(In millions)

 

Change in Plan Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value of plan assets at beginning
   of year

 

$

 

 

$

135

 

 

$

 

 

$

217

 

 

$

 

 

$

 

 

$

 

 

$

 

Actual return on plan assets

 

 

 

 

 

4

 

 

 

 

 

 

(35

)

 

 

 

 

 

 

 

 

 

 

 

 

Employer contribution

 

 

 

 

 

4

 

 

 

 

 

 

5

 

 

 

2

 

 

 

1

 

 

 

5

 

 

 

 

Plan participants’ contribution

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency exchange rate
   changes

 

 

 

 

 

7

 

 

 

 

 

 

(24

)

 

 

 

 

 

 

 

 

 

 

 

 

Benefits paid

 

 

 

 

 

(5

)

 

 

 

 

 

(9

)

 

 

(2

)

 

 

(1

)

 

 

(3

)

 

 

 

Settlements or curtailments

 

 

 

 

 

(2

)

 

 

 

 

 

(2

)

 

 

 

 

 

 

 

 

(2

)

 

 

 

Expenses paid from assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Divestiture of a business

 

 

 

 

 

 

 

 

 

 

 

(18

)

 

 

 

 

 

 

 

 

 

 

 

 

Fair value of plan assets at end
   of year

 

$

 

 

$

144

 

 

$

 

 

$

135

 

 

$

 

 

$

 

 

$

 

 

$

 

Funded status

 

$

(2

)

 

$

5

 

 

$

(2

)

 

$

2

 

 

$

(14

)

 

$

(11

)

 

$

(16

)

 

$

(13

)

Recognized asset (liability)

 

$

(2

)

 

$

5

 

 

$

(2

)

 

$

2

 

 

$

(14

)

 

$

(11

)

 

$

(16

)

 

$

(13

)

Pension Assumptions and Strategy

The following assumptions were used to determine the pension benefit obligations and periodic benefit costs as of and for the years ended September 30:

 

 

2023

 

 

2022

 

 

2021

 

 

 

Pension Benefits

 

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

Actuarial assumptions as of the year-end
   measurement date:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Discount rate

 

 

6.0

%

 

 

4.7

%

 

 

5.5

%

 

 

4.5

%

 

 

2.2

%

 

 

2.1

%

Rate of increase in compensation

 

N/A

 

 

 

3.0

%

 

 

3.0

%

 

 

3.0

%

 

N/A

 

 

 

2.9

%

Cash balance interest credit rate

 

 

2.0

%

 

 

2.1

%

 

 

2.0

%

 

 

2.0

%

 

 

2.0

%

 

 

1.7

%

Actuarial assumptions used to determine net
   periodic benefit cost during the year:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Discount rate - benefit obligation

 

 

5.6

%

 

 

4.5

%

 

 

2.2

%

 

 

2.1

%

 

 

2.5

%

 

 

1.7

%

Discount rate - service cost

 

N/A

 

 

 

3.6

%

 

N/A

 

 

 

2.0

%

 

N/A

 

 

 

1.7

%

Discount rate - interest cost

 

 

5.3

%

 

 

4.5

%

 

 

1.6

%

 

 

1.7

%

 

 

1.4

%

 

 

1.4

%

Expected long-term rate of return on
   plan assets

 

N/A

 

 

 

5.1

%

 

N/A

 

 

 

3.5

%

 

N/A

 

 

 

4.6

%

Rate of increase in compensation

 

N/A

 

 

 

3.0

%

 

N/A

 

 

 

2.9

%

 

N/A

 

 

 

3.0

%

Cash balance interest credit rate

 

 

2.0

%

 

 

2.0

%

 

 

2.0

%

 

 

1.7

%

 

 

2.1

%

 

 

1.7

%

58


 

 

2017

 

 

2016

 

 

2015

 

 

 

Pension Benefits

 

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

Actuarial assumptions as of the year-end

   measurement date:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Discount rate

 

 

3.6

%

 

 

2.4

%

 

 

3.4

%

 

 

1.8

%

 

 

4.2

%

 

 

2.9

%

Rate of increase in compensation

 

N/A

 

 

 

2.7

%

 

N/A

 

 

 

2.8

%

 

N/A

 

 

 

2.8

%

Actuarial assumptions used to determine net

   periodic benefit cost during the year:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Discount rate - benefit obligation

 

 

3.4

%

 

 

1.8

%

 

 

4.2

%

 

 

2.9

%

 

 

4.0

%

 

 

3.0

%

Discount rate - service cost

 

N/A

 

 

 

1.8

%

 

N/A

 

 

 

2.8

%

 

N/A

 

 

 

3.0

%

Discount rate - interest cost

 

 

2.7

%

 

 

1.5

%

 

 

3.3

%

 

 

2.4

%

 

 

4.0

%

 

 

3.0

%

Expected long-term rate of return on

   plan assets

 

 

6.8

%

 

 

4.7

%

 

 

7.5

%

 

 

5.1

%

 

 

7.5

%

 

 

5.4

%

Rate of increase in compensation

 

N/A

 

 

 

2.8

%

 

N/A

 

 

 

2.8

%

 

N/A

 

 

 

2.8

%

Postretirement Assumptions and Strategy

The following assumptions were used to determine the postretirement benefit obligations and net costs as of and for the years ended September 30:

 

 

2023

 

 

2022

 

 

2021

 

 

 

Postretirement Benefits

 

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

Actuarial assumptions as of the year-end
   measurement date:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Discount rate

 

 

6.0

%

 

 

5.7

%

 

 

5.6

%

 

 

5.1

%

 

 

2.4

%

 

 

2.8

%

Initial health care cost trend rate(1)

 

 

5.0

%

 

 

6.4

%

 

 

%

 

 

6.8

%

 

 

5.5

%

 

 

6.9

%

Actuarial assumptions used to determine
   net cost during the year:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Discount rate - benefit obligation

 

 

5.6

%

 

 

5.1

%

 

 

2.4

%

 

 

2.8

%

 

 

2.1

%

 

 

2.4

%

Discount rate - service cost

 

 

5.4

%

 

 

5.1

%

 

 

1.7

%

 

 

3.5

%

 

 

1.5

%

 

 

3.0

%

Discount rate - interest cost

 

 

5.3

%

 

 

5.1

%

 

 

1.6

%

 

 

2.5

%

 

 

1.4

%

 

 

2.1

%

Initial health care cost trend rate(1)

 

 

%

 

 

6.8

%

 

 

5.5

%

 

 

6.9

%

 

 

6.0

%

 

 

6.9

%

 

 

2017

 

 

2016

 

 

2015

 

 

 

Postretirement Benefits

 

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

Actuarial assumptions as of the year-end

   measurement date:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Discount rate

 

 

3.4

%

 

 

3.1

%

 

 

3.0

%

 

 

2.8

%

 

 

3.7

%

 

 

3.9

%

Initial health care cost trend rate

 

 

7.0

%

 

 

7.1

%

 

 

7.0

%

 

 

6.1

%

 

 

6.5

%

 

 

6.8

%

Actuarial assumptions used to determine

   net cost during the year:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Discount rate - benefit obligation

 

 

3.0

%

 

 

2.8

%

 

 

3.7

%

 

 

3.9

%

 

 

3.8

%

 

 

3.9

%

Discount rate - service cost

 

 

2.6

%

 

 

3.2

%

 

 

3.4

%

 

 

4.1

%

 

 

3.8

%

 

 

3.9

%

Discount rate - interest cost

 

 

2.4

%

 

 

2.6

%

 

 

2.8

%

 

 

3.7

%

 

 

3.8

%

 

 

3.9

%

Initial health care cost trend rate

 

 

7.0

%

 

 

6.1

%

 

 

6.5

%

 

 

6.8

%

 

 

7.0

%

 

 

7.1

%

(1)
The initial health care cost trend rate is set at 5% for the 2023 U.S. plan assumptions as the 2024 Medicare Part B premiums are expected to increase. The trend rates for all future years beyond 2024 also reflect expected 5% increases. The initial health care cost trend rate was set at zero for the 2022 U.S. plan assumptions in light of the expected downward adjustment the U.S. government was expected to make to the 2023 Medicare Part B premiums, however, all trend rates beyond the initial year were set to 5%.

Cabot uses discount rates as of September 30, the plans’ measurement date, to determine future benefit obligations under its U.S. and foreign defined benefit plans. The discount rates for the defined benefit plans in Canada, the Eurozone, Japan, Mexico, Switzerland, the United Arab Emirates, the United Kingdom and the U.S. are derived from yield curves that reflect high quality corporate bond yield or swap rate information in each region and reflect the characteristics of Cabot’s employee benefit plans. The discount rates for the defined benefit plans in Mexico, the Czech Republic and Indonesia are based on government bond indices that best reflect the durations of the plans, adjusted for credit spreads presented in selected AA corporate bond indices. The rates utilized are selected because they represent long-term, high quality, fixed income benchmarks that approximate the long-term nature of Cabot’s pension obligations and related payouts.

Amounts recognized in the Consolidated Balance Sheets at September 30, 20172023 and 20162022 related to the Company's defined benefit pension and postretirement benefit plans were as follows:

 

 

September 30

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

Pension Benefits

 

 

Postretirement Benefits

 

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

 

(In millions)

 

Other assets

 

$

 

 

$

30

 

 

$

 

 

$

26

 

 

$

 

 

$

 

 

$

 

 

$

 

Accounts payable and accrued liabilities

 

$

 

 

$

(1

)

 

$

 

 

$

(1

)

 

$

(2

)

 

$

(1

)

 

$

(2

)

 

$

(1

)

Other liabilities

 

$

(2

)

 

$

(24

)

 

$

(2

)

 

$

(23

)

 

$

(12

)

 

$

(10

)

 

$

(14

)

 

$

(12

)

 

 

September 30

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

 

Pension Benefits

 

 

Postretirement Benefits

 

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

 

(In millions)

 

Noncurrent assets

 

$

1

 

 

$

12

 

 

$

 

 

$

8

 

 

$

 

 

$

 

 

$

 

 

$

 

Current liabilities

 

$

(1

)

 

$

(1

)

 

$

 

 

$

(1

)

 

$

(3

)

 

$

(1

)

 

$

(3

)

 

$

(1

)

Noncurrent liabilities

 

$

(4

)

 

$

(69

)

 

$

(18

)

 

$

(102

)

 

$

(30

)

 

$

(19

)

 

$

(34

)

 

$

(19

)

65


Amounts recognized in AOCI at September 30, 20172023 and 20162022 related to the Company's defined benefit pension and postretirement benefit plans were as follows:

 

 

September 30

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

Pension Benefits

 

 

Postretirement Benefits

 

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

 

(In millions)

 

Net actuarial (gain) loss

 

$

 

 

$

24

 

 

$

 

 

$

23

 

 

$

(6

)

 

$

(7

)

 

$

(6

)

 

$

(4

)

Net prior service credit

 

 

 

 

 

(1

)

 

 

 

 

 

(1

)

 

 

 

 

 

 

 

 

 

 

 

 

Balance in accumulated other
   comprehensive (income) loss, pretax

 

$

 

 

$

23

 

 

$

 

 

$

22

 

 

$

(6

)

 

$

(7

)

 

$

(6

)

 

$

(4

)

59


 

 

September 30

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

 

Pension Benefits

 

 

Postretirement Benefits

 

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

 

(In millions)

 

Net actuarial (gain) loss

 

$

3

 

 

$

52

 

 

$

12

 

 

$

92

 

 

$

(6

)

 

$

5

 

 

$

(4

)

 

$

6

 

Net prior service credit

 

 

 

 

 

(1

)

 

 

 

 

 

(1

)

 

 

(5

)

 

 

 

 

 

(7

)

 

 

 

Balance in accumulated other

   comprehensive income (loss), pretax

 

$

3

 

 

$

51

 

 

$

12

 

 

$

91

 

 

$

(11

)

 

$

5

 

 

$

(11

)

 

$

6

 

In fiscal 2018, the Company expects an estimated net loss of $3 million will be amortized from AOCI to net periodic benefit cost. In addition, the Company expects prior service credits of $3 million for other postretirement benefits will be amortized from AOCI to net periodic benefit costs in fiscal 2018.

Estimated Future Benefit Payments

The Company expects that the following benefit payments will be made to plan participants in the years from 20182024 to 2027:2033:

 

 

Pension Benefits

 

 

Postretirement Benefits

 

Years Ended September 30

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

 

(In millions)

 

2018

 

$

13

 

 

$

13

 

 

$

3

 

 

$

1

 

2019

 

$

12

 

 

$

14

 

 

$

3

 

 

$

1

 

2020

 

$

10

 

 

$

13

 

 

$

3

 

 

$

1

 

2021

 

$

10

 

 

$

17

 

 

$

3

 

 

$

1

 

2022

 

$

10

 

 

$

16

 

 

$

3

 

 

$

1

 

2023 - 2027

 

$

50

 

 

$

86

 

 

$

12

 

 

$

5

 

 

 

Pension Benefits

 

 

Postretirement Benefits

 

Years Ending September 30

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

 

(In millions)

 

2024

 

$

 

 

$

9

 

 

$

2

 

 

$

1

 

2025

 

$

 

 

$

9

 

 

$

2

 

 

$

1

 

2026

 

$

 

 

$

9

 

 

$

2

 

 

$

1

 

2027

 

$

 

 

$

11

 

 

$

2

 

 

$

1

 

2028

 

$

 

 

$

11

 

 

$

2

 

 

$

1

 

2029 - 2033

 

$

1

 

 

$

49

 

 

$

6

 

 

$

4

 

Postretirement medical benefits are unfunded and impact Cabot’s cash flows as benefits become due, which is expected to be insignificant$3 million in fiscal 2018.2024. The Company expects to contribute $84 million to its foreign pension plans in fiscal 2018.2024.

Net periodic defined benefit pension and other postretirement benefit costs include the following components:

 

 

Years Ended September 30

 

 

 

2023

 

 

2022

 

 

2021

 

 

2023

 

 

2022

 

 

2021

 

 

 

Pension Benefits

 

 

Postretirement Benefits

 

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

 

(In millions)

 

Service cost

 

$

 

 

$

3

 

 

$

 

 

$

4

 

 

$

 

 

$

6

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Interest cost

 

 

 

 

 

7

 

 

 

 

 

 

4

 

 

 

 

 

 

3

 

 

 

1

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

1

 

Expected return on plan
   assets

 

 

 

 

 

(7

)

 

 

 

 

 

(6

)

 

 

 

 

 

(10

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of net losses

 

 

 

 

 

(1

)

 

 

 

 

 

1

 

 

 

 

 

 

3

 

 

 

(1

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Settlements or
   Curtailments cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4

 

 

 

1

 

 

 

 

 

 

 

 

 

(1

)

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net periodic (benefit) cost

 

$

 

 

$

2

 

 

$

 

 

$

3

 

 

$

4

 

 

$

5

 

 

$

 

 

$

1

 

 

$

(1

)

 

$

1

 

 

$

 

 

$

1

 

 

 

Years Ended September 30

 

 

 

2017

 

 

2016

 

 

2015

 

 

2017

 

 

2016

 

 

2015

 

 

 

Pension Benefits

 

 

Postretirement Benefits

 

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

 

(In millions)

 

Service cost

 

$

1

 

 

$

10

 

 

$

1

 

 

$

8

 

 

$

1

 

 

$

9

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Interest cost

 

 

4

 

 

 

6

 

 

 

4

 

 

 

8

 

 

 

7

 

 

 

11

 

 

 

1

 

 

 

1

 

 

 

1

 

 

 

1

 

 

 

2

 

 

 

1

 

Expected return on plan

   assets

 

 

(9

)

 

 

(14

)

 

 

(10

)

 

 

(14

)

 

 

(11

)

 

 

(14

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of prior

   service cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

 

 

 

(3

)

 

 

 

 

 

(3

)

 

 

 

 

 

(4

)

 

 

 

Net losses

 

 

 

 

 

5

 

 

 

 

 

 

3

 

 

 

 

 

 

4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Settlements or

   Curtailments cost

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

18

 

 

 

 

 

 

 

 

 

(1

)

 

 

 

 

 

 

 

 

 

Net periodic (benefit) cost

 

$

(4

)

 

$

7

 

 

$

(5

)

 

$

6

 

 

$

(3

)

 

$

31

 

 

$

(2

)

 

$

1

 

 

$

(3

)

 

$

1

 

 

$

(2

)

 

$

1

 

66


Other changes in plan assets and benefit obligations recognized in Other comprehensive income (loss) are as follows:

 

 

Years Ended September 30

 

 

 

2023

 

 

2022

 

 

2021

 

 

2023

 

 

2022

 

 

2021

 

 

 

Pension Benefits

 

 

Postretirement Benefits

 

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

 

(In millions)

 

Net (gains) losses

 

$

 

 

$

1

 

 

$

 

 

$

(2

)

 

$

(2

)

 

$

(15

)

 

$

(1

)

 

$

(3

)

 

$

(4

)

 

$

(4

)

 

$

 

 

$

(2

)

Prior service (credit) cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of prior
   unrecognized loss

 

 

 

 

 

1

 

 

 

 

 

 

(1

)

 

 

 

 

 

(3

)

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss on divestiture

 

 

 

 

 

 

 

 

 

 

 

(2

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) gain on settlements

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4

)

 

 

(1

)

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

 

Net changes recognized in
   Total other comprehensive
   (income) loss
(1)

 

$

 

 

$

2

 

 

$

 

 

$

(5

)

 

$

(6

)

 

$

(20

)

 

$

 

 

$

(3

)

 

$

(3

)

 

$

(4

)

 

$

 

 

$

(2

)

 

 

Years Ended September 30

 

 

 

2017

 

 

2016

 

 

2015

 

 

2017

 

 

2016

 

 

2015

 

 

 

Pension Benefits

 

 

Postretirement Benefits

 

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

 

(In millions)

 

Net (gains) losses

 

$

(9

)

 

$

(35

)

 

$

7

 

 

$

31

 

 

$

14

 

 

$

(8

)

 

$

(3

)

 

$

(1

)

 

$

2

 

 

$

5

 

 

$

1

 

 

$

 

Prior service (credit) cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(11

)

 

 

 

Amortization of prior

   service credit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

 

 

 

 

 

 

3

 

 

 

 

 

 

 

 

 

 

Amortization of prior

   unrecognized loss

 

 

 

 

 

(5

)

 

 

 

 

 

(3

)

 

 

 

 

 

(4

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

(1

)

 

 

 

 

 

(27

)

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

 

Net changes recognized in

   Total other comprehensive

   (income) loss (1)

 

$

(9

)

 

$

(40

)

 

$

7

 

 

$

27

 

 

$

14

 

 

$

(41

)

 

$

 

 

$

(1

)

 

$

6

 

 

$

5

 

 

$

(6

)

 

$

 

(1)

(1)

The tax impact on pension and other postretirement benefit liability adjustments arising during the period was a tax provision of $7 million, tax benefit of $7 million, and tax provision of $5 million for fiscal years 2017, 2016, and 2015, respectively.

Curtailments and Settlements of Employee Benefit Plans

In recent years, the Company incurred curtailments and settlements of certain of its employee benefit plans. Associated with these curtailments and settlements, the Company recognized net losses of less than $1 million, less than $1a tax benefit of $3 million and $17a tax benefit of $8 million for fiscal 2023, 2022 and 2021, respectively.

60


U.K. Plans Termination

In fiscal 2023, the Company commenced the plan termination process for the Cabot Carbon Limited Pension Plan and Carbon Plastics Pension Plan and expects to complete the transaction in fiscal 2017, 2016 and 2015, respectively.2024.

Effective October 1, 2014, the Company transferred the defined benefit obligations and pension plan assets in one of its foreign defined benefit plans to a multi-employer plan. This action effectively moves the administrative, asset custodial, asset investment, actuarial, communication and benefit payment obligations to the multi-employer fund administrator. Cabot is required to make contributions to the multi-employer plan, which is over 80% funded. Contributed assets by one participating employer may be used to provide benefits to employees of other participating employers since assets contributed by an employer are not segregated in a separate account or restricted to provide benefits only to employees of that employer. As a result of the transfer, a pre-tax charge of $18 million was recorded in the first quarter of fiscal 2015. In addition, there was an approximately $85 million reduction in plan assets and plan obligations as a result of the transfer of assets and obligations of this foreign plan.

Sensitivity Analysis

Measurement of postretirement benefit expense is based on actuarial assumptions used to value the postretirement benefit liability at the beginning of the year. Assumed health care cost trend rates have an effect on the amounts reported for the health care plans. The fiscal 2017 weighted-average assumed health care cost trend rate is 7.0% for U.S. plans and 6.1% for foreign plans. A one percentage point change in the 2017 assumed health care cost trend rate would have an immaterial impact to the aggregate of the service and interest cost components of the net periodic postretirement benefit and would have the following effect on the postretirement benefit obligation:

 

 

1-Percentage-Point

 

 

 

Increase

 

 

Decrease

 

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

 

(In millions)

 

Effect on postretirement benefit obligation

 

$

 

 

$

3

 

 

$

 

 

$

(3

)

Plan Assets

The Company’s foreign defined benefit pension plans weighted-average asset allocations at September 30, 20172023 and 2016,2022 by asset category, are as follows:

 

 

September 30

 

 

 

2023

 

 

2022

 

Equity securities

 

 

19

%

 

 

20

%

Debt securities

 

 

31

%

 

 

68

%

Real estate

 

 

10

%

 

 

7

%

Cash and other securities (1)

 

 

40

%

 

 

5

%

Total

 

 

100

%

 

 

100

%

 

 

September 30

 

 

 

2017

 

 

2016

 

 

 

Pension Assets

 

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

Equity securities

 

 

48

%

 

 

39

%

 

 

50

%

 

 

39

%

Debt securities

 

 

5

%

 

 

53

%

 

 

50

%

 

 

53

%

Cash and other securities(1)

 

 

47

%

 

 

8

%

 

 

%

 

 

8

%

Total

 

 

100

%

 

 

100

%

 

 

100

%

 

 

100

%

(1)
The asset allocation is temporarily changed as a result of the insurance contracts Cabot Carbon Limited Pension Plan and Carbon Plastics Pension Plan purchased with plan assets in anticipation of the settlement discussed above.

(1)

Prior to year-end, within the U.S. defined benefit pension plan, the Company transitioned the majority of its fixed income assets held in a mutual fund investment to a separately managed account.  This transition process temporarily resulted in a larger percentage of the assets being held in cash or cash equivalents on September 30, 2017.

To develop the expected long-term rate of return on plan assets assumption, the Company used a capital asset pricing model. The model considers the current level of expected returns on risk-free investments comprised of government bonds, the historical level of the risk premium associated with the other asset classes in which the portfolio is invested and the expectations for future returns for each asset class. The expected return for each asset class was then weighted based on the target asset allocation to develop the expected long-term rate of return for each plan.

Cabot’s investment strategy for each of its foreign defined benefit plans in the U.S. and abroad is generally based on a set of investment objectives and policies that cover time horizons and risk tolerance levels consistent with plan liabilities. Periodic studies are performed to determine the asset mix that will meet pension obligations at a reasonable cost to the Company. The assets of the defined benefit plans are comprised principally of investments in equity and high qualityhigh-quality fixed income securities, which are broadly diversified across the capitalization and style spectrum and are managed using both active and passive strategies. The weighted average target asset allocation for the U.S.foreign plans is 50%29% in equity, and 50%46% in fixed income, and for the foreign plans is 38% in equity, 54% in fixed income, 3%18% in real estate and 5%7% in cash and other securities.

For pension plan assets classified as Level 1 measurements (measured using quoted prices in active markets), total fair value is either the price of the most recent trade at the time of the market close or the official close price, as defined by the exchange on which the asset is most actively traded on the last trading day of the period, multiplied by the number of units held without consideration of transaction costs.

For pension plan assets classified as Level 2 measurements, where the security is frequently traded in less active markets, fair value is based on the closing price at the end of the period; where the security is less frequently traded, fair value is based on the price a dealer would pay for the security or similar securities, adjusted for any terms specific to that asset or liability. Market inputs are obtained from well-established and recognizedthird-party vendors of market data and subjected to tolerance/quality checks.

61


The fair value of the Company’s pension plan assets at September 30, 20172023 and 20162022 by asset category is as follows:

 

 

September 30

 

 

 

2023

 

 

2022

 

 

 

Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)

 

 

Significant
Observable
Inputs
(Level 2)

 

 

Total

 

 

Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)

 

 

Significant
Observable
Inputs
(Level 2)

 

 

Total

 

 

 

(In millions)

 

Cash

 

$

 

 

$

 

 

$

 

 

$

1

 

 

$

 

 

$

1

 

Direct investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S government bonds

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. corporate bonds

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-U.S. equities

 

 

6

 

 

 

 

 

 

6

 

 

 

4

 

 

 

 

 

 

4

 

Non-U.S. government bonds

 

 

2

 

 

 

 

 

 

2

 

 

 

1

 

 

 

 

 

 

1

 

Non-U.S. corporate bonds

 

 

3

 

 

 

 

 

 

3

 

 

 

2

 

 

 

 

 

 

2

 

Mortgage-backed securities

 

 

 

 

 

1

 

 

 

1

 

 

 

 

 

 

1

 

 

 

1

 

Other fixed income

 

 

1

 

 

 

 

 

 

1

 

 

 

1

 

 

 

 

 

 

1

 

Total direct investments

 

 

12

 

 

 

1

 

 

 

13

 

 

 

8

 

 

 

1

 

 

 

9

 

Investment funds:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity funds(1)

 

 

 

 

 

21

 

 

 

21

 

 

 

 

 

 

23

 

 

 

23

 

Fixed income funds(2)

 

 

 

 

 

38

 

 

 

38

 

 

 

 

 

 

86

 

 

 

86

 

Real estate funds(3)

 

 

 

 

 

15

 

 

 

15

 

 

 

 

 

 

9

 

 

 

9

 

Cash equivalent funds

 

 

4

 

 

 

 

 

 

4

 

 

 

1

 

 

 

 

 

 

1

 

Other investment funds

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

1

 

Total investment funds

 

 

4

 

 

 

74

 

 

 

78

 

 

 

1

 

 

 

119

 

 

 

120

 

Alternative investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Insurance contracts(4)

 

 

 

 

 

52

 

 

 

52

 

 

 

 

 

 

5

 

 

 

5

 

Other alternative investments

 

 

 

 

 

1

 

 

 

1

 

 

 

 

 

 

 

 

 

 

Total alternative investments

 

 

 

 

 

53

 

 

 

53

 

 

 

 

 

 

5

 

 

 

5

 

Total pension plan assets

 

$

16

 

 

$

128

 

 

$

144

 

 

$

10

 

 

$

125

 

 

$

135

 

 

 

September 30

 

 

 

2017

 

 

2016

 

 

 

Quoted Prices in

Active Markets

for Identical

Assets

(Level 1)

 

 

Significant

Observable

Inputs

(Level 2)

 

 

Total

 

 

Quoted Prices in

Active Markets

for Identical

Assets

(Level 1)

 

 

Significant

Observable

Inputs

(Level 2)

 

 

Total

 

 

 

(In millions)

 

Cash

 

$

1

 

 

$

 

 

$

1

 

 

$

1

 

 

$

 

 

$

1

 

Direct investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. equity securities

 

 

 

 

 

 

 

 

 

 

 

18

 

 

 

 

 

 

18

 

Total direct investments

 

 

 

 

 

 

 

 

 

 

 

18

 

 

 

 

 

 

18

 

Investment funds:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity funds(1)

 

 

75

 

 

 

124

 

 

 

199

 

 

 

59

 

 

 

119

 

 

 

178

 

Fixed income funds(2)

 

 

8

 

 

 

168

 

 

 

176

 

 

 

79

 

 

 

162

 

 

 

241

 

Real estate funds(3)

 

 

 

 

 

9

 

 

 

9

 

 

 

1

 

 

 

8

 

 

 

9

 

Cash equivalent funds

 

 

74

 

 

 

 

 

 

74

 

 

 

 

 

 

1

 

 

 

1

 

Total investment funds

 

 

157

 

 

 

301

 

 

 

458

 

 

 

139

 

 

 

290

 

 

 

429

 

Alternative investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Insurance contracts(4)

 

 

 

 

 

15

 

 

 

15

 

 

 

 

 

 

14

 

 

 

14

 

Total alternative investments

 

 

 

 

 

15

 

 

 

15

 

 

 

 

 

 

14

 

 

 

14

 

Total pension plan assets

 

$

158

 

 

$

316

 

 

$

474

 

 

$

158

 

 

$

304

 

 

$

462

 

(1)
The equity funds asset class includes funds that invest in U.S. equities as well as equity securities issued by companies incorporated, listed or domiciled in countries in developed and/or emerging markets. These companies may be in the small-, mid- or large-cap categories.
(2)
The fixed income funds asset class includes investments in high quality funds. High quality fixed income funds primarily invest in low-risk U.S. and non-U.S. government securities, investment-grade corporate bonds, mortgages and asset-backed securities. A significant portion of the fixed income funds include investment in long-term bond funds.
(3)
The real estate funds asset class includes funds that primarily invest in entities which are principally engaged in the ownership, acquisition, development, financing, sale and/or management of income-producing real estate properties, both commercial and residential. These funds typically seek long-term growth of capital and current income that is above average relative to public equity funds.
(4)
Insurance contracts held by the Company’s non-U.S. plans are issued by well-known, highly rated insurance companies.

Defined Contribution Plans

In addition to benefits provided under the defined benefit and postretirement benefit plans, the Company provides benefits under defined contribution plans. Cabot recognized expenses related to these plans of $19 million, $15 million and $18 million in fiscal 2023, 2022 and 2021, respectively.

(1)

The equity funds asset class includes funds that invest in U.S. equities as well as equity securities issued by companies incorporated, listed or domiciled in countries in developed and/or emerging markets. These companies may be in the small-, mid- or large-cap categories.

(2)

The fixed income funds asset class includes investments in high quality funds. High quality fixed income funds primarily invest in low risk U.S. and non-U.S. government securities, investment-grade corporate bonds, mortgages and asset-backed securities. A significant portion of the fixed income funds include investment in long-term bond funds.

68


(3)

The real estate funds asset class includes funds that primarily invest in entities which are principally engaged in the ownership, acquisition, development, financing, sale and/or management of income-producing real estate properties, both commercial and residential. These funds typically seek long-term growth of capital and current income that is above average relative to public equity funds.

(4)

Insurance contracts held by the Company’s non-U.S. plans are issued by well-known, highly rated insurance companies.

Note M.N. Stock-Based Compensation

The Cabot Corporation Amended and Restated 2017 Long-Term Incentive Plan (the “Amended Plan”) was established by the Company has established equity compensation plans thatto provide stock-based compensation to eligible employees. The 2009 Long-Term IncentiveAmended Plan (the “2009 Plan”) authorized the issuance of up to 8,854,000 shares of common stock. The 2017 Long-Term Incentive Plan (the “2017 Plan”) was approved by Cabot’s stockholders on March 9, 201711, 2021 and authorizes the issuance of up to 5,375,0008,625,000 shares of common stock. The Company ceased granting awards under the 2009 Plan when the 2017 Plan was approved and, accordingly, the 2017 PlanIt is the only equity incentive plan under which the Company may grant equity awards to employees.

62


The terms of awards made under Cabot’s equity compensation plans are generally determined by the Compensation Committee of Cabot’s Board of Directors. The awards made in fiscal 2017, 20162023, 2022 and 20152021 consist of grants of stock options, time-based restricted stock units and performance-based restricted stock units, and restricted stock units that will be settled in cash.units. The options were issued with an exercise price equal to 100%100% of the market price of Cabot’s common stock on the date of grant, generally vest over a three yearthree-year period (30%(30% on each of the first and second anniversaries of the date of grant and 40%40% on the third anniversary of the date of grant) and have a ten-year term. The restricted stock units generally vest three years from the date of the grant. The number of shares issuable, if any, when a performance-based restricted stock unit award vests will depend on the degree of achievement of the corporate performance metrics for each year within the three-year performance period of the award. Accordingly, future compensation costs associated with outstanding awards of performance-based restricted stock units may increase or decrease based on the probability of the Company achieving the performance metrics.

As of September 30, 2017, there were 12,047 outstanding time-based and performance-based restricted stock units which will be settled by the payment of cash in November 2017. Compensation expense related to these awards is remeasured throughout the vesting period and through settlement of the award. Cumulative compensation expense and the associated liability is recorded in an amount equal to the fair value of Cabot common stock multiplied by the applicable vesting percentage. The Company recorded liabilities associated with these cash settled awards of less than $1 million at both September 30, 2017 and 2016.

Stock-based employee compensation expense was $1018 million, $10$22 million and $8$20 million, after tax, for fiscal 2017, 20162023, 2022 and 2015,2021, respectively. The expense recognized in fiscal 2016 includes a $5 million charge recorded in connection with the modification of the outstanding equity awards held by the Company’s former CEO under the terms of his transition and separation agreement with the Company.

The Company recognized the full impact of its stock-based employee compensation expense in the Consolidated Statements of Operations for fiscal 2017, 2016 and 2015 and did not capitalize any such costs on the Consolidated Balance Sheets because those that qualified for capitalization were not material. The following table presents stock-based compensation expenses included in the Company’s Consolidated Statements of Operations:

 

 

Years Ended September 30

 

 

 

2023

 

 

2022

 

 

2021

 

 

 

(In millions)

 

Cost of sales

 

$

2

 

 

$

3

 

 

$

2

 

Selling and administrative expenses

 

 

16

 

 

 

18

 

 

 

17

 

Research and technical expenses

 

 

2

 

 

 

2

 

 

 

2

 

Stock-based compensation expense

 

 

20

 

 

 

23

 

 

 

21

 

Income tax benefit

 

 

(2

)

 

 

(1

)

 

 

(1

)

Net stock-based compensation expense

 

$

18

 

 

$

22

 

 

$

20

 

 

 

Years Ended September 30

 

 

 

2017

 

 

2016

 

 

2015

 

 

 

(In millions)

 

Cost of sales

 

$

1

 

 

$

1

 

 

$

4

 

Selling and administrative expenses

 

 

14

 

 

 

15

 

 

 

7

 

Research and technical expenses

 

 

1

 

 

 

1

 

 

 

1

 

Stock-based compensation expense

 

 

16

 

 

 

17

 

 

 

12

 

Income tax benefit

 

 

(6

)

 

 

(7

)

 

 

(4

)

Net stock-based compensation expense

 

$

10

 

 

$

10

 

 

$

8

 

As of September 30, 2017,2023, Cabot hashad $1816 million and $23 million of total unrecognized compensation cost related to restricted stock units and options, respectively, granted under the Company’s equity incentive plans. These costs are expected to be recognized over a weighted-average period of 1.3 years and 1.0approximately one yearfor restricted stock units and options, respectively.options.

69


Equity Incentive Plan Activity

The following table summarizes the total stock option and restricted stock unit activity in the equity incentive plans for fiscal 2017:2023:

 

 

Stock Options

 

 

Restricted Stock Units

 

 

 

Total
Options
(1)

 

 

Weighted
Average
Exercise
Price

 

 

Restricted
Stock
Units
(4)

 

 

Weighted
Average
Grant Date
Fair Value

 

 

 

(Shares in thousands)

 

Outstanding at September 30, 2022

 

 

1,574

 

 

$

49.89

 

 

 

1,012

 

 

$

48.95

 

Granted

 

 

157

 

 

$

73.84

 

 

 

225

 

 

$

73.68

 

Performance-based adjustment(2)

 

 

 

 

$

 

 

$

20

 

 

$

51.88

 

Exercised / Vested

 

 

(75

)

 

$

47.77

 

 

 

(275

)

 

$

50.43

 

Cancelled / Forfeited

 

 

(15

)

 

$

49.88

 

 

 

(44

)

 

$

50.20

 

Outstanding at September 30, 2023(3)

 

 

1,641

 

 

$

52.27

 

 

 

938

 

 

$

54.45

 

Exercisable at September 30, 2023

 

 

1,172

 

 

$

50.02

 

 

 

 

 

 

 

 

 

Stock Options

 

 

Restricted Stock Units

 

 

 

Total

Options

 

 

Weighted

Average

Exercise

Price

 

 

Weighted

Average

Grant Date

Fair Value

 

 

Restricted

Stock

Units(1)

 

 

Weighted

Average

Grant Date

Fair Value

 

 

 

(Shares in thousands)

 

Outstanding at September 30, 2016

 

 

1,522

 

 

$

37.72

 

 

$

12.53

 

 

 

732

 

 

$

43.54

 

Granted

 

 

275

 

 

$

50.57

 

 

$

12.76

 

 

 

303

 

 

$

51.03

 

Performance-based adjustment(2)

 

 

 

 

$

 

 

$

 

 

 

10

 

 

$

46.02

 

Exercised / Vested

 

 

(639

)

 

$

32.18

 

 

$

11.05

 

 

 

(147

)

 

$

47.60

 

Cancelled / Forfeited

 

 

(14

)

 

$

48.96

 

 

$

13.41

 

 

 

(22

)

 

$

45.52

 

Outstanding at September 30, 2017

 

 

1,144

 

 

$

43.76

 

 

$

13.40

 

 

 

876

 

 

$

45.43

 

Exercisable at September 30, 2017

 

 

654

 

 

$

41.58

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested and expected to vest(3)

 

 

1,134

 

 

$

43.74

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)
Unvested stock options were approximately 469,000 and 651,000 at September 30, 2023 and 2022 and their weighted average grant date fair values were $57.92 and $49.30, respectively.

(1)

The number granted represents the number of shares issuable upon vesting of time-based restricted stock units and performance-based restricted stock units, assuming the Company performs at the target performance level in each year of the three-year performance period.

(2)

(2)

Represents the net incremental number of shares issuable upon vesting of performance-based restricted stock units based upon the achievement of the annual financial performance metrics for fiscal 2017.

(3)

Stock options vested and expected to vest in the future, net of estimated forfeitures, have a weighted average remaining contractual life of 6.05 years.

Stock Options

The following table summarizes information related to the outstanding and vested options on September 30, 2017:

 

 

Total

Options

Outstanding

 

 

Exercisable

Options

 

 

Vested and

Expected

to Vest

 

Aggregate Intrinsic Value (in millions of dollars)

 

$

14

 

 

$

9

 

 

$

14

 

Weighted Average Remaining Contractual Term (in years)

 

 

6.07

 

 

 

4.20

 

 

 

6.05

 

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value, based on the Company’s closing commonactual financial performance metrics for fiscal 2023.

(3)
Stock options outstanding include options vested and expected to vest in the future and have a weighted average remaining contractual life of 6.13 years.
(4)
The number granted represents the number of shares issuable upon vesting of time-based restricted stock priceunits and performance-based restricted stock units, assuming the Company performs at the target performance level in each year of $55.80 onthe three-year performance period.

63


Stock Options

As of September 30, 2017, which would have been received by2023, the option holders hadaggregate intrinsic value for all option holders exercised their options outstanding and immediately sold their shares on that date.

options exercisable was $29 million. The intrinsic value of options exercised during fiscal 2017, 20162023, 2022 and 20152021 was $162 million, $8$4 million and $2$2 million, respectively, and the Company received cash of $21$4 million, $8$6 million and $4$5 million, respectively, from these exercises. The Company recognized immaterial tax benefits in fiscal 2023, 2022 and 2021 from the exercise of stock options which were included in (Provision) benefit for income taxes within the Consolidated Statements of Operations.

The Company uses the Black-Scholes option-pricing model to estimate the fair value of the options at the grant date. The weighted average grant date fair values of options granted during fiscal 2017, 20162023, 2022 and 20152021 was $12.7626.28, $11.12,$15.95, and $15.68 $9.69per option, respectively. The fair values on the grant date were calculated using the following weighted-average assumptions:

 

Years Ended September 30

 

 

Years Ended September 30

 

 

2017

 

 

2016

 

 

2015

 

 

2023

 

 

2022

 

 

2021

 

Expected stock price volatility

 

 

32

%

 

 

33

%

 

 

41

%

 

 

38

%

 

 

35

%

 

 

36

%

Risk free interest rate

 

 

1.8

%

 

 

2.0

%

 

 

2.0

%

 

 

4.0

%

 

 

1.4

%

 

 

0.6

%

Expected life of options (years)

 

 

6

 

 

 

6

 

 

 

6

 

 

 

6

 

 

 

6

 

 

 

6

 

Expected annual dividends per year

 

$

1.20

 

 

$

1.20

 

 

$

0.88

 

 

$

1.48

 

 

$

1.40

 

 

$

1.40

 

The expected stock price volatility assumption was determined using the historical volatility of the Company’s common stock over the expected life of the option. The expected term reflects the anticipated time period between the measurement date and the exercise date or post-vesting cancellation date.

70


Restricted Stock Units

The value of restricted stock unit awards is the closing stock price at the date of the grant. The weighted average grant date fair values of restricted stock unit awards granted during fiscal 2017, 20162023, 2022 and 20152021 was $51.0373.68, $40.51,$58.72 and $45.85, $41.92,respectively. The intrinsic value of restricted stock units (meaning the fair value of the units on the date of vesting) that vested during fiscal 2017, 20162023, 2022 and 20152021 was $720 million, $15$13 million and $14$8 million, respectively.

Supplemental 401(k) Plan

Cabot’s Deferred Compensation and Supplemental Retirement Plan (“SERP 401(k)”) provides benefits to highly compensated employees when the retirement plan limits established under the Internal Revenue Code prevent them from receiving all of the Company matching and retirement contributions that would otherwise be provided under the qualified 401(k) plan. The SERP 401(k) is non-qualified and unfunded. Contributions under the SERP 401(k) are treated as if invested in Cabot common stock. The majority of the distributions made under the SERP 401(k) are required to be paid with shares of Cabot common stock. The remaining distributions, which relate to certain grandfathered accounts, will be paid in cash based on the market price of Cabot common stock at the time of distribution. The aggregate value of the accounts that will be paid out in stock, which is equivalent to approximately 109,000113,000 and 143,000103,000 shares of Cabot common stock as of September 30, 20172023 and 2016,2022, respectively, is reflected at historic cost in stockholders’ equity, and the aggregate value of the accounts that will be paid in cash, which is $2 million and $1 millionwas immaterial as of September 30, 20172023 and 2016, respectively, is reflected2022, was included in other long-termOther liabilities and marked-to-market quarterly.

Note N. Restructuring

Cabot’s restructuring activities were recorded in the Consolidated Statements of Operations as follows:

 

 

Years Ended September 30

 

 

 

2017

 

 

2016

 

 

2015

 

 

 

(In millions)

 

Cost of sales

 

$

2

 

 

$

33

 

 

$

10

 

Selling and administrative expenses

 

 

1

 

 

 

9

 

 

 

11

 

Research and development expenses

 

 

 

 

 

5

 

 

 

 

Total

 

$

3

 

 

$

47

 

 

$

21

 

Details of all restructuring activities and the related reserves for fiscal 2015, 2016, and 2017 were as follows:

 

 

Severance

and

Employee

Benefits

 

 

Environmental

Remediation

 

 

Non-Cash Asset

Impairment

and

Accelerated

Depreciation

 

 

Asset

Sales

 

 

Other

 

 

Total

 

 

 

(In millions)

 

Reserve at September 30, 2014

 

$

16

 

 

$

2

 

 

$

 

 

$

 

 

$

1

 

 

$

19

 

Charges

 

 

9

 

 

 

 

 

 

5

 

 

 

 

 

 

7

 

 

 

21

 

Costs charged against liabilities (assets)

 

 

 

 

 

 

 

 

(5

)

 

 

 

 

 

 

 

 

(5

)

Cash paid

 

 

(18

)

 

 

 

 

 

 

 

 

 

 

 

(6

)

 

 

(24

)

Foreign currency translation adjustment

 

 

(2

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2

)

Reserve at September 30, 2015

 

 

5

 

 

 

2

 

 

 

 

 

 

 

 

 

2

 

 

 

9

 

Charges

 

 

28

 

 

 

 

 

 

23

 

 

 

(9

)

 

 

5

 

 

 

47

 

Costs charged against liabilities (assets)

 

 

 

 

 

 

 

 

(23

)

 

 

(7

)

 

 

 

 

 

(30

)

Cash paid

 

 

(30

)

 

 

 

 

 

 

 

 

16

 

 

 

(7

)

 

 

(21

)

Foreign currency translation adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reserve at September 30, 2016

 

 

3

 

 

 

2

 

 

 

 

 

 

 

 

 

 

 

 

5

 

Charges

 

 

1

 

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

3

 

Costs charged against liabilities (assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

1

 

Cash (paid) received

 

 

(3

)

 

 

(1

)

 

 

 

 

 

 

 

 

(2

)

 

 

(6

)

Foreign currency translation adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reserve at September 30, 2017

 

$

1

 

 

$

2

 

 

$

 

 

$

 

 

$

 

 

$

3

 

7164


Cabot’s severance and employee benefit reserves and other closure related reserves are reflected in Accounts payable and accrued liabilities on the Company’s Consolidated Balance Sheets. Cabot’s environmental remediation reserves related to restructuring activities are reflected in Other liabilities on the Company’s Consolidated Balance Sheets.

2016 Plan

In October 2015, in response to challenging macroeconomic conditions, the Company announced its intention to restructure its operations subject to local consultation requirements and processes in certain locations. Cabot’s plan resulted in the termination of employment for approximately 300 employees across the Company’s global locations.

Total charges related to these actions are expected to be $30 million, of which $29 million was recorded in fiscal 2016. The Company has recorded pre-tax cash charges of approximately $1 million for fiscal 2017 related to these actions and expects to incur charges of less than $1 million in fiscal 2018. The charges recorded are comprised of severance, employee benefits and other transition costs.

Cumulative net cash outlays related to these actions are expected to be approximately $30 million, comprised of severance, employee benefits and other transition costs. Through September 30, 2017, the Company has made $30 million in cash payments related to this plan, of which $27 million was paid in fiscal 2016.

As of September 30, 2017, Cabot had less than $1 million of accrued severance charges in the Consolidated Balance Sheets related to these actions.

Additionally, in fiscal 2016, Cabot closed its carbon black manufacturing facility in Merak, Indonesia to consolidate production in Asia using the Company’s Cilegon, Indonesia and other Asian and global carbon black production sites to meet regional demand. The decision was driven by the financial performance at the Merak facility in the years preceding the closure. Manufacturing operations ceased at the end of January 2016.

Total charges related to the Merak closure are expected to be $27 million, of which $25 million was recorded in fiscal 2016. The Company has recorded net charges of less than $1 million in fiscal 2017 of transition related costs. The charges in fiscal 2016 were comprised of $22 million of non-cash asset impairments and accelerated depreciation and $3 million of severance and other transition costs.

Future anticipated site closure costs for the Merak facility, comprised mainly of site demolition and clearing and environmental remediation charges are expected to total approximately $2 million in fiscal 2018 when these activities are expected to be substantially complete. Future anticipated costs do not include any benefit from the potential proceeds related to the sale of land on which the facility was located.

Total net cash outlays related to this closure are expected to be approximately $6 million, comprised of $3 million of severance payments, and $3 million of site demolition, clearing, environmental, and other costs. Through September 30, 2017, the Company has made $3 million in cash payments related to this plan, mainly for severance and expects to pay approximately $3 million in fiscal 2018 mainly for site demolition, clearing, environmental, and severance costs. Total net cash outlays do not include any benefit from the potential proceeds related to the sale of land on which the facility was located.

As of September 30, 2017, Cabot has approximately $1 million of accrued severance costs in the Consolidated Balance Sheets related to the Merak facility closure.

 Other Actions

Cabot has recorded approximately $2 million of severance charges in fiscal 2017, nearly all of which has been paid.

Additionally, in previous years, the Company has entered into other various restructuring actions that have been substantially completed, other than the sale of assets from certain closed sites that remain to be completed. The Company has recorded a total charge of approximately $2 million related to these plans in fiscal 2017 and a net benefit of $8 million in fiscal 2016, driven by gains from the sale of certain assets.

Cabot expects to pay approximately $3 million related to these actions in fiscal 2018 and thereafter mainly for accrued environmental and other closure related costs. As of September 30, 2017, Cabot has approximately $2 million of accrued environmental costs in the Consolidated Balance Sheets related to these activities.

72


Note O. Accumulated Other Comprehensive Income (Loss)

Changes in each component of AOCI, net of tax, are as follows for fiscal 20162023 and 2017:2022:

 

 

Currency
Translation
Adjustment

 

 

Pension and Other
Postretirement
Benefit Liability
Adjustment

 

 

Total

 

 

 

(In millions)

 

Balance at September 30, 2021 attributable to
   Cabot Corporation

 

$

(265

)

 

$

(24

)

 

$

(289

)

Other comprehensive income (loss) before reclassifications

 

 

(208

)

 

 

12

 

 

 

(196

)

Amounts reclassified from AOCI

 

 

29

 

 

 

2

 

 

 

31

 

Less: Other comprehensive income (loss) attributable to
   noncontrolling interests

 

 

(15

)

 

 

 

 

 

(15

)

Balance at September 30, 2022 attributable to
   Cabot Corporation

 

 

(429

)

 

 

(10

)

 

 

(439

)

Other comprehensive income (loss) before reclassifications

 

 

80

 

 

 

3

 

 

 

83

 

Amounts reclassified from AOCI

 

 

(4

)

 

 

(2

)

 

 

(6

)

Less: Other comprehensive income (loss) attributable to
   noncontrolling interests

 

 

 

 

 

 

 

 

 

Balance at September 30, 2023 attributable to
   Cabot Corporation

 

$

(353

)

 

$

(9

)

 

$

(362

)

 

 

Currency

Translation

Adjustment

 

 

Unrealized

Gains on

Investment

 

 

Pension and Other

Postretirement

Benefit Liability

Adjustment

 

 

Total

 

 

 

(In millions)

 

Balance at September 30, 2015 attributable to

   Cabot Corporation

 

$

(239

)

 

$

2

 

 

$

(62

)

 

$

(299

)

Other comprehensive income (loss)

 

 

7

 

 

 

 

 

 

(38

)

 

 

(31

)

Less: Other comprehensive income (loss) attributable to

   noncontrolling interests

 

 

(5

)

 

 

 

 

 

 

 

 

(5

)

Balance at September 30, 2016 attributable to

   Cabot Corporation

 

 

(227

)

 

 

2

 

 

 

(100

)

 

 

(325

)

Other comprehensive income (loss) before reclassifications

 

 

25

 

 

 

 

 

 

41

 

 

 

66

 

Amounts reclassified from AOCI

 

 

 

 

 

 

 

 

2

 

 

 

2

 

Less: Other comprehensive income (loss) attributable to

   noncontrolling interests

 

 

2

 

 

 

 

 

 

 

 

 

2

 

Balance at September 30, 2017 attributable to

   Cabot Corporation

 

$

(204

)

 

$

2

 

 

$

(57

)

 

$

(259

)

The amounts reclassified out of AOCI and into the Consolidated Statements of Operations for the fiscal year ended September 30, 2017, 20162023, 2022 and 20152021 are as follows:

 

 

Affected Line Item in the Consolidated

 

Years Ended September 30

 

 

 

Statements of Operations

 

2023

 

 

2022

 

 

2021

 

 

 

 

 

(In Millions)

 

Derivatives: net investment hedges

 

 

 

 

 

 

 

 

 

 

 

(Gains) losses reclassified to interest
   expense

 

Interest expense

 

$

(6

)

 

$

(6

)

 

$

(5

)

(Gains) losses excluded from effectiveness
   testing and amortized to interest expense

 

Interest expense

 

 

2

 

 

 

2

 

 

 

2

 

Release of current translation adjustment

 

Loss on sale of business and asset impairment charge

 

 

 

 

 

33

 

 

 

 

Pension and other postretirement benefit
   liability adjustment

 

 

 

 

 

 

 

 

 

 

 

Release of actuarial losses and prior service cost
   (credits)

 

Loss on sale of business and asset impairment charge

 

 

 

 

 

2

 

 

 

 

Amortization of actuarial losses and prior service
   cost (credit)

 

Other income (expense)

 

 

(2

)

 

 

1

 

 

 

3

 

Settlement and curtailment loss (gain)

 

Other income (expense)

 

 

 

 

 

(1

)

 

 

5

 

Total before tax

 

 

 

$

(6

)

 

$

31

 

 

$

5

 

 

 

Affected Line Item in the Consolidated

 

September 30

 

 

 

Statements of Operations

 

2017

 

 

2016

 

 

2015

 

 

 

 

 

(In Millions)

 

Pension and other postretirement benefit

   liability adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of actuarial losses (gains)

 

Net Periodic Benefit Cost - see

Note L for details

 

$

5

 

 

$

3

 

 

$

(1

)

Amortization of prior service (credit) cost

 

Net Periodic Benefit Cost - see

Note L for details

 

 

(3

)

 

 

(3

)

 

 

4

 

Settlement and curtailment (credit) cost

 

Net Periodic Benefit Cost - see

Note L for details

 

 

 

 

 

 

 

 

27

 

Total before tax

 

 

 

 

2

 

 

 

 

 

 

30

 

Tax impact

 

Provision for income taxes

 

 

 

 

 

 

 

 

(6

)

Total after tax

 

 

 

$

2

 

 

$

 

 

$

24

 

7365


Note P. Earnings Per Share

The following tables summarize the components of the basic and diluted earnings per common share (“EPS”) computations:

 

 

Years Ended September 30

 

 

 

2023

 

 

2022

 

 

2021

 

 

 

(In millions, except per share amounts)

 

Basic EPS:

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to Cabot Corporation

 

$

445

 

 

$

209

 

 

$

250

 

Less: Dividends and dividend equivalents to participating
   securities

 

 

1

 

 

 

1

 

 

 

1

 

Less: Undistributed earnings allocated to participating
   securities
(1)

 

 

7

 

 

 

2

 

 

 

2

 

Earnings (loss) allocated to common shareholders (numerator)

 

$

437

 

 

$

206

 

 

$

247

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares and participating
   securities outstanding

 

 

57.3

 

 

 

57.4

 

 

 

57.5

 

Less: Participating securities(1)

 

 

1.2

 

 

 

0.9

 

 

 

0.8

 

Adjusted weighted average common shares
   (denominator)

 

 

56.1

 

 

 

56.5

 

 

 

56.7

 

 

 

 

 

 

 

 

 

 

 

Per share amounts—basic:

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to Cabot Corporation

 

$

7.79

 

 

$

3.65

 

 

$

4.35

 

 

 

 

 

 

 

 

 

 

 

Diluted EPS:

 

 

 

 

 

 

 

 

 

Earnings (loss) allocated to common shareholders

 

$

437

 

 

$

206

 

 

$

247

 

Plus: Earnings allocated to participating securities

 

 

8

 

 

 

3

 

 

 

3

 

Less: Adjusted earnings allocated to participating
   securities
(2)

 

 

8

 

 

 

3

 

 

 

3

 

Earnings (loss) available to common shares (numerator)

 

$

437

 

 

$

206

 

 

$

247

 

 

 

 

 

 

 

 

 

 

 

Adjusted weighted average common shares outstanding

 

 

56.1

 

 

 

56.5

 

 

 

56.7

 

Effect of dilutive securities:

 

 

 

 

 

 

 

 

 

Common shares issuable(3)

 

 

0.4

 

 

 

0.4

 

 

 

0.1

 

Adjusted weighted average common shares
   (denominator)

 

 

56.5

 

 

 

56.9

 

 

 

56.8

 

 

 

 

 

 

 

 

 

 

 

Per share amounts—diluted:

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to Cabot Corporation

 

$

7.73

 

 

$

3.62

 

 

$

4.34

 

 

 

Years Ended September 30

 

 

 

2017

 

 

2016

 

 

2015

 

 

 

(In millions, except per share amounts)

 

Basic EPS:

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to Cabot Corporation

 

$

241

 

 

$

149

 

 

$

(334

)

Less: Dividends and dividend equivalents to participating

   securities

 

 

 

 

 

 

 

 

 

Less: Undistributed earnings allocated to participating

   securities(1)

 

 

2

 

 

 

1

 

 

 

 

Earnings (loss) allocated to common shareholders (numerator)

 

$

239

 

 

$

148

 

 

$

(334

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares and participating

   securities outstanding

 

 

62.8

 

 

 

62.9

 

 

 

63.9

 

Less: Participating securities(1)

 

 

0.5

 

 

 

0.5

 

 

 

0.5

 

Adjusted weighted average common shares

   (denominator)

 

 

62.3

 

 

 

62.4

 

 

 

63.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Per share amounts—basic:

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations attributable to

   Cabot Corporation

 

$

3.83

 

 

$

2.36

 

 

$

(5.29

)

Income (loss) from discontinued operations

 

 

 

 

 

0.02

 

 

 

0.02

 

Net income (loss) attributable to Cabot Corporation

 

$

3.83

 

 

$

2.38

 

 

$

(5.27

)

Diluted EPS:

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) allocated to common shareholders

 

$

239

 

 

$

148

 

 

$

(334

)

Plus: Earnings (loss) allocated to participating securities

 

 

2

 

 

 

1

 

 

 

 

Less: Adjusted earnings allocated to participating

   securities(2)

 

 

2

 

 

 

1

 

 

 

 

Earnings (loss) available to common shares (numerator)

 

$

239

 

 

$

148

 

 

$

(334

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted weighted average common shares outstanding

 

 

62.3

 

 

 

62.4

 

 

 

63.4

 

Effect of dilutive securities:

 

 

 

 

 

 

 

 

 

 

 

 

Common shares issuable(3)

 

 

0.4

 

 

 

0.5

 

 

 

 

Adjusted weighted average common shares

   (denominator)

 

 

62.7

 

 

 

62.9

 

 

 

63.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Per share amounts—diluted:

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations attributable to

   Cabot Corporation

 

$

3.80

 

 

$

2.34

 

 

$

(5.29

)

Income (loss) from discontinued operations

 

 

 

 

 

0.02

 

 

 

0.02

 

Net income (loss) attributable to Cabot Corporation

 

$

3.80

 

 

$

2.36

 

 

$

(5.27

)

(1)
Participating securities consist of shares underlying unvested time-based restricted stock units (the "TSUs"), earned and unvested performance-based restricted stock units (the "PSUs", and referred to in this note collectively with the TSUs as the "RSUs"), stock units accounted for under the Supplemental 401(k) Plan portion of the Company’s Deferred Compensation and Supplemental Retirement Plan, and stock units and phantom stock units accounted for under the Company’s Non-Employee Directors’ Deferral Plan. The holders of RSUs are entitled to receive dividend equivalents, payable in cash, to the extent dividends are paid on the outstanding shares of Common Stock, and equal in value to the dividends that would have been paid in respect of the Common Stock underlying the RSU. The accounts of holders of stock units and phantom stock units are credited with dividend equivalents, which are payable, in stock or cash, as the case may be, with the distribution of account balances.

(1)

Participating securities consist of unvested time-based restricted stock units.

7466


Undistributed earnings are the earnings which remain after dividends declared during the period are assumed to be distributed to the common and participating shareholders. Undistributed earnings are allocated to common and participating shareholders on the same basis as dividend distributions. The calculation of undistributed earnings is as follows:

 

 

Years Ended September 30

 

 

 

2023

 

 

2022

 

 

2021

 

 

 

(In millions)

 

Calculation of undistributed earnings:

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to Cabot Corporation

 

$

445

 

 

$

209

 

 

$

250

 

Less: Dividends declared on common stock

 

 

87

 

 

 

84

 

 

 

80

 

Less: Dividends and dividend equivalents to participating
   securities

 

 

1

 

 

 

1

 

 

 

1

 

Undistributed earnings (loss)

 

$

357

 

 

$

124

 

 

$

169

 

Allocation of undistributed earnings:

 

 

 

 

 

 

 

 

 

Undistributed earnings (loss) allocated to common
   shareholders

 

$

350

 

 

$

122

 

 

$

167

 

Undistributed earnings allocated to participating
   securities

 

 

7

 

 

 

2

 

 

 

2

 

Undistributed earnings (loss)

 

$

357

 

 

$

124

 

 

$

169

 

 

 

Years Ended September 30

 

 

 

2017

 

 

2016

 

 

2015

 

 

 

(In millions)

 

Calculation of undistributed earnings:

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to Cabot Corporation

 

$

241

 

 

$

149

 

 

$

(334

)

Less: Dividends declared on common stock

 

 

77

 

 

 

65

 

 

 

56

 

Less: Dividends and dividend equivalents to participating

   securities

 

 

 

 

 

 

 

 

 

Undistributed earnings (loss)

 

$

164

 

 

$

84

 

 

$

(390

)

Allocation of undistributed earnings:

 

 

 

 

 

 

 

 

 

 

 

 

Undistributed earnings (loss) allocated to common

   shareholders

 

$

162

 

 

$

83

 

 

$

(390

)

Undistributed earnings allocated to participating

   securities

 

 

2

 

 

 

1

 

 

 

 

Undistributed earnings (loss)

 

$

164

 

 

$

84

 

 

$

(390

)

(2)
Undistributed earnings (loss) are adjusted for the assumed conversion of dilutive securities, which are described in (3) below, to common shares and then reallocated to participating securities.

(2)

Undistributed earnings (loss) are adjusted for the assumed distribution of dividends to the dilutive securities, which are described in (3) below, and then reallocated to participating securities.

(3)

Represents incremental shares of common stock from the (i) assumed exercise of stock options issued under Cabot’s equity incentive plans; (ii) assumed issuance of shares to employees pursuant to the Company’s SERP 401(k) Plan; and (iii) assumed issuance of shares for outstanding and achieved performance-based stock unit awards issued under Cabot’s equity incentive plans using the treasury stock method. For fiscal 2017, 2016 and 2015, respectively, 179,052, 634,168 and 897,056 incremental shares of common stock were not included in the calculation of diluted earnings per share because the inclusion of these shares would have been antidilutive.

(3)
Represents incremental shares of common stock from the assumed exercise of stock options issued under Cabot’s equity incentive plans. For fiscal 2023, 2022 and 2021, respectively, 138,966, 214,180 and 525,131 incremental shares of common stock were excluded from the calculation of diluted earnings per share because the inclusion of these shares would have been antidilutive.

Note Q. Income Taxes

Income from continuing operations before income taxes and equity in net earnings of affiliated companies was as follows:

 

 

Years Ended September 30

 

 

 

2023

 

 

2022

 

 

2021

 

 

 

(In millions)

 

Domestic

 

$

65

 

 

$

(20

)

 

$

(73

)

Foreign

 

 

386

 

 

 

355

 

 

 

479

 

Income from operations before income taxes and
   equity in earnings of affiliated companies

 

$

451

 

 

$

335

 

 

$

406

 

 

 

Years Ended September 30

 

 

 

2017

 

 

2016

 

 

2015

 

 

 

(In millions)

 

Domestic

 

$

(19

)

 

$

(26

)

 

$

(439

)

Foreign

 

 

307

 

 

 

220

 

 

 

62

 

Income from continuing operations before income taxes and

   equity in earnings of affiliated companies

 

$

288

 

 

$

194

 

 

$

(377

)

Tax provision (benefit) for income taxes consisted of the following:

 

Years Ended September 30

 

 

Years Ended September 30

 

 

2017

 

 

2016

 

 

2015

 

 

2023

 

 

2022

 

 

2021

 

 

(In millions)

 

 

(In millions)

 

U.S. federal and state:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

$

5

 

 

$

7

 

 

$

(7

)

 

$

5

 

 

$

7

 

 

$

11

 

Deferred

 

 

(30

)

 

 

(33

)

 

 

(74

)

 

 

(156

)

 

 

2

 

 

 

(1

)

Total

 

 

(25

)

 

 

(26

)

 

 

(81

)

 

 

(151

)

 

 

9

 

 

 

10

 

Foreign:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

59

 

 

 

62

 

 

 

48

 

 

 

123

 

 

 

135

 

 

 

103

 

Deferred

 

 

(5

)

 

 

(2

)

 

 

(12

)

 

 

 

 

 

(42

)

 

 

10

 

Total

 

 

54

 

 

 

60

 

 

 

36

 

 

 

123

 

 

 

93

 

 

 

113

 

Provision (benefit) for income taxes

 

$

29

 

 

$

34

 

 

$

(45

)

 

$

(28

)

 

$

102

 

 

$

123

 

7567


The provision (benefit)(benefit) for income taxes differed from the provision for income taxes as calculated using the U.S. statutory rate as follows:

 

 

Years Ended September 30

 

 

 

2023

 

 

2022

 

 

2021

 

 

 

(In millions)

 

Computed tax expense at the federal statutory rate

 

$

95

 

 

$

70

 

 

$

85

 

Foreign impact of taxation at different rates, repatriation,
   valuation allowance, and other

 

 

30

 

 

 

38

 

 

 

8

 

Global Intangible Low Taxed Income (GILTI)

 

 

15

 

 

 

23

 

 

 

18

 

Purification Solutions business divestiture

 

 

 

 

 

(179

)

 

 

 

Impact of the Coronavirus Aid, Relief, and Economic
   Security ("CARES") Act of 2020

 

 

 

 

 

 

 

 

10

 

Impact of increase (decrease) in valuation allowance on
   U.S. deferred taxes

 

 

(156

)

 

 

160

 

 

 

(1

)

U.S. and state benefits from research and experimentation
   activities

 

 

(2

)

 

 

(2

)

 

 

(2

)

Provision (settlement) of unrecognized tax benefits

 

 

2

 

 

 

1

 

 

 

1

 

Permanent differences, net

 

 

(4

)

 

 

10

 

 

 

7

 

State taxes, net of federal effect

 

 

(8

)

 

 

(19

)

 

 

(3

)

Provision (benefit) for income taxes

 

$

(28

)

 

$

102

 

 

$

123

 

 

 

Years Ended September 30

 

 

 

2017

 

 

2016

 

 

2015

 

 

 

(In millions)

 

Computed tax expense at the federal statutory rate

 

$

101

 

 

$

68

 

 

$

(132

)

Foreign income:

 

 

 

 

 

 

 

 

 

 

 

 

Impact of taxation at different rates, repatriation, losses

   and other

 

 

(75

)

 

 

(37

)

 

 

(24

)

Impact of increase (decrease) in valuation allowance on deferred taxes

 

 

(7

)

 

 

7

 

 

 

(7

)

Impact of foreign losses for which a current tax benefit is

   not available

 

 

1

 

 

 

 

 

 

9

 

Impact of non-deductible net currency losses

 

 

 

 

 

2

 

 

 

(1

)

U.S. and state benefits from research and experimentation

   activities

 

 

(2

)

 

 

(2

)

 

 

(2

)

Provision (settlement) of unrecognized tax benefits

 

 

7

 

 

 

1

 

 

 

(7

)

Benefit from prior currency loss

 

 

 

 

 

(3

)

 

 

 

Impact of goodwill impairment charge

 

 

 

 

 

 

 

 

123

 

Permanent differences, net

 

 

5

 

 

 

 

 

 

 

State taxes, net of federal effect

 

 

(1

)

 

 

(2

)

 

 

(4

)

Provision (benefit) for income taxes

 

$

29

 

 

$

34

 

 

$

(45

)

Significant components of deferred income taxes were as follows:

 

September 30

 

 

September 30

 

 

2017

 

 

2016

 

 

2023

 

 

2022

 

 

(In millions)

 

 

(In millions)

 

Deferred tax assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred expenses

 

$

22

 

 

$

25

 

 

$

50

 

 

$

10

 

Intangible assets

 

 

43

 

 

 

45

 

 

 

42

 

 

 

39

 

Inventory

 

 

14

 

 

 

13

 

 

 

14

 

 

 

15

 

Operating lease liability

 

 

22

 

 

 

21

 

Other

 

 

14

 

 

 

4

 

 

 

6

 

 

 

32

 

U.S. federal interest expense carryforward

 

 

42

 

 

 

33

 

Pension and other benefits

 

 

59

 

 

 

83

 

 

 

24

 

 

 

29

 

Net operating loss carry-forwards

 

 

149

 

 

 

144

 

Foreign tax credit carry-forwards

 

 

132

 

 

 

63

 

R&D credit carry-forwards

 

 

38

 

 

 

35

 

Other business credit carry-forwards

 

 

37

 

 

 

41

 

Net operating loss carryforwards

 

 

244

 

 

 

224

 

Capital loss carryforwards

 

 

132

 

 

 

137

 

Foreign tax credit carryforwards

 

 

68

 

 

 

55

 

R&D credit carryforwards

 

 

49

 

 

 

47

 

Other business credit carryforwards

 

 

19

 

 

 

20

 

Subtotal

 

 

508

 

 

 

453

 

 

 

712

 

 

 

662

 

Valuation allowance

 

 

(168

)

 

 

(177

)

 

 

(498

)

 

 

(580

)

Total deferred tax assets

 

$

340

 

 

$

276

 

 

$

214

 

 

$

82

 

 

 

September 30

 

 

 

2023

 

 

2022

 

 

 

(In millions)

 

Deferred tax liabilities:

 

 

 

 

 

 

Property, plant and equipment

 

$

(47

)

 

$

(59

)

Right of use asset

 

 

(22

)

 

 

(21

)

Unremitted earnings of non-U.S. subsidiaries

 

 

(15

)

 

 

(22

)

Total deferred tax liabilities

 

$

(84

)

 

$

(102

)

 

 

September 30

 

 

 

2017

 

 

2016

 

 

 

(In millions)

 

Deferred tax liabilities:

 

 

 

 

 

 

 

 

Property, plant and equipment

 

$

(116

)

 

$

(101

)

Unremitted earnings of non-U.S. subsidiaries

 

 

(12

)

 

 

 

Total deferred tax liabilities

 

$

(128

)

 

$

(101

)

The Company assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit utilization of the existing deferred tax assets. When performing this assessment, the Company looks to the potential future reversal of existing taxable temporary differences, taxable income in carryback years and the feasibility of tax planning strategies and estimated future taxable income. Failure to achieve operating income targets resulting in a cumulative loss may change the Company’s assessment regarding the realization of Cabot’s deferred tax assets, resulting in valuation allowance

68


being recorded against some or all of the Company’s deferred tax assets. The need for a valuation allowance can also be affected by changes to tax laws, changes to statutory tax rates and changes to future taxable income estimates. A valuation allowance represents management’s best estimate of the non-realizable portion of the deferred tax assets. Any adjustments in a valuation allowance would result in an adjustment to income tax expense.

Since 2020, the Company has maintained a valuation allowance against its net U.S. deferred tax assets. On a quarterly basis, the Company evaluates all positive and negative evidence to determine if a valuation allowance is required. In analyzing all available evidence as of September 30, 2023, the fiscal 2017Company determined that there is sufficient positive evidence outweighing the negative evidence to conclude that it is more likely than not that a portion of the U.S. deferred tax provision, Cabotassets are realizable. As a result, the Company reversed a portion of the valuation allowance that was recorded $25 millionagainst U.S. net deferred tax assets. This reversal resulted in a non-cash income tax benefit of net discrete tax benefits, composed of net tax benefits of $16 million associated with$152 million. The Company continues to maintain a valuation allowance in the generation of excessU.S. against capital losses, interest expense limitation carryforwards, certain foreign tax credits, upon repatriation of previously taxed foreign earningscertain R&D tax credits, and certain state deferred tax assets that the accrual of U.S. tax on certain foreign earnings, a net tax benefit of $6Company does not expect to realize.

The valuation allowance decreased by $82 million from $580 million in fiscal 2022 compared to $498 million in fiscal 2023, primarily due to the reversal of a changeportion of the valuation allowance on the ending U.S. net deferred tax assets, which was partially offset by an increase in valuation allowance on a beginningcurrent year activity of yearU.S. deferred tax balance,assets and an increase in valuation allowance on foreign deferred tax assets on some of the Company's net operating losses. The valuation allowance increased by $110 million from $470 million in fiscal 2021 compared to $580 million in fiscal 2022, primarily due to the tax benefits of $4 million for various return to provision adjustmentsloss related to tax return filingsthe divestiture of the Purification Solutions business.

After the valuation allowance, approximately $24 million of foreign NOLs and net tax charges of $1 million related to other miscellaneous tax items.

76


In the fiscal 2016 tax provision, Cabot recorded less than $1 million of discrete tax charges composed of charges of $5 million for valuation allowances on beginning of the year tax balances, partially offset by benefits of $3 million for a currency loss and $1 million each for the renewal of the U.S. research and experimentation credit and net tax settlements.

In the fiscal 2015 tax benefit, Cabot recorded $13 million of discrete tax benefits including benefits of $7 million for tax settlements, $4 million for repatriation, and $2 million for the renewal of the U.S. research and experimentation credit.

Approximately $798 million of net operating loss carryforwards (“NOLs”) and $2121 million of other tax credit carryforwards remainremained at September 30, 2017.2023. The benefits of these carryforwards are dependent upon taxable income during the carryforward period in the jurisdictions in which they arose. Accordingly, a valuation allowance has been provided where management has determined that it is more likely than not that the carryforwards will not be utilized.

The following table provides detail surrounding the expiration dates of these carryforwards:NOLs, capital loss and other tax credit carryforwards before valuation allowances:

Years Ended September 30

 

NOLs

 

 

Credits

 

 

 

(In millions)

 

2018 to 2024

 

$

235

 

 

$

55

 

2025 and thereafter

 

 

226

 

 

 

136

 

Indefinite carry-forwards

 

 

337

 

 

 

21

 

Total

 

$

798

 

 

$

212

 

Years Ending September 30

 

NOLs/Capital Losses

 

 

Credits

 

 

 

(In millions)

 

2024 - 2030

 

$

1,051

 

 

$

31

 

2031 and thereafter

 

 

268

 

 

 

103

 

Indefinite carryforwards

 

 

793

 

 

 

2

 

Total

 

$

2,112

 

 

$

136

 

As of September 30, 2017,2023, provisions have not been made for U.S. income taxes or non-U.S. withholding taxes or other applicable taxes on approximately $1.9 billion1,359 million of undistributed earnings of non-U.S. subsidiaries, as these earnings are considered indefinitely reinvested. It is not practicable to calculate the unrecognized deferred tax liability on undistributed earnings. Cabot continually reviews the financial position and forecasted cash flows of its U.S. consolidated group and foreign subsidiaries in order to reaffirm the Company’s intent and ability to continue to indefinitely reinvest earnings of its foreign subsidiaries or whether such earnings will need to be repatriated in the foreseeable future. Such review encompasses operational needs and future capital investments. From time to time, however, the Company’s intentions relative to specific indefinitely reinvested amounts change because of certain unique circumstances. These earnings could become subject to U.S. incomenon-U.S. withholding taxes and non-U.S. withholdingother applicable taxes if they were remitted as dividends, were loaned to Cabot Corporation or a U.S. subsidiary, or if Cabot should sell its stock in the subsidiaries with the reinvested earnings.

As of September 30, 2017, net deferred tax assets of $220 million are in the U.S. Management believes that the Company’s history of generating domestic profits provides adequate evidence that it is more likely than not that all of the U.S. net deferred tax assets will be realized in the normal course of business. U.S. income from continuing operations adjusted for U.S. permanent differences was a profit of $210 million for the year ended September 30, 2017 and was a cumulative profit of $89 million for the three years ended September 30, 2017 including dividends from non-U.S. subsidiaries. Realization of deferred tax assets is dependent upon future taxable income generated over an extended period of time.

As of September 30, 2017, the Company needs to generate approximately $629 million in cumulative future U.S. taxable income at various times over approximately 20 years to realize all of its net U.S. deferred tax assets. The Company reviews its forecast in relation to actual results and expected trends on a quarterly basis. Failure to achieve operating income targets may change the Company’s assessment regarding the realization of Cabot’s deferred tax assets and such change could result in a valuation allowance being recorded against some or all of the Company’s deferred tax assets. Any increase in a valuation allowance would result in additional income tax expense, lower stockholders’ equity and could have a significant impact on Cabot’s earnings in future periods.

The valuation allowances at September 30, 2017 and 2016 represent management’s best estimate of the non-realizable portion of the deferred tax assets. The valuation allowance decreased by $9 million in 2017 due to net increases in the value of certain future tax benefits and net operating losses generated that are included in deferred tax assets. The valuation allowance increased by $16 million in 2016 due to net reductions in value of certain future tax benefits and net operating losses generated that are included in deferred tax assets.

Cabot has filed its tax returns in accordance with the tax laws in each jurisdiction and recognizes tax benefits for uncertain tax positions when the position would more likely than not be sustained based on its technical merits and recognizes measurement adjustments when needed. As of September 30, 2017,2023, the total amount of unrecognized tax benefits was $3620 million, of which $256 million was recorded in Other liabilities in the Company’s Consolidated Balance SheetsSheet and, $1114 million ofwas offset against deferred tax assets, principallyassets. In 2022, we reported an uncertain tax position of $137 million related to state net operatingthe initially anticipated filing position on the character of a portion of the tax loss carry-forwards, have not been recorded.from Purification Solutions business divestiture. Upon completion of the U.S. Consolidated tax return in 2023, the Company has reversed the $137 million unrecognized tax benefit which reflects the final position ultimately taken on the filed tax return. In addition, accruals of $1 million and $85 million have been recorded for penalties and interest, respectively, as of both September 30, 2017 and 2016.2023. Total penalties and interest recorded in the tax provision in the Consolidated Statements of Operations was $2 million in each of the years ended September 30, 2017, 2016,fiscal 2023, $2 million in fiscal 2022 and 2015.$1 million in fiscal 2021. If the unrecognized tax benefits were recognized at a given point in time,as of September 30, 2023, there would be approximately $3420 million favorable impact on the Company’s tax provision before consideration of the impact of the potential need for valuation allowances.

7769


A reconciliation of the beginning and ending amount of unrecognized tax benefits for fiscal years 2017, 20162023, 2022 and 20152021 is as follows:

 

Years Ended September 30

 

 

Years Ended September 30

 

 

2017

 

 

2016

 

 

2015

 

 

2023

 

 

2022

 

 

2021

 

 

(In millions)

 

 

(In millions)

 

Balance at beginning of the year

 

$

30

 

 

$

30

 

 

$

41

 

 

$

159

 

 

$

21

 

 

$

23

 

Additions based on tax provisions related to the current

year

 

 

2

 

 

 

2

 

 

 

1

 

Additions based on tax positions related to the current
year

 

 

1

 

 

 

138

 

 

 

1

 

Additions for tax positions of prior years

 

 

8

 

 

 

5

 

 

 

 

 

 

 

 

 

2

 

 

 

 

Reductions of tax provisions of prior years

 

 

(1

)

 

 

(3

)

 

 

(1

)

Reductions of tax positions of prior years

 

 

(137

)

 

 

(1

)

 

 

(2

)

Reductions related to settlements

 

 

(2

)

 

 

 

 

 

(9

)

 

 

(2

)

 

 

 

 

 

 

Reductions from lapse of statute of limitations

 

 

(1

)

 

 

(4

)

 

 

(2

)

 

 

(1

)

 

 

(1

)

 

 

(1

)

Balance at end of the year

 

$

36

 

 

$

30

 

 

$

30

 

 

$

20

 

 

$

159

 

 

$

21

 

Cabot and certain subsidiaries are under audit in a number of jurisdictions. In addition, certain statutes of limitations are scheduled to expire in the near future. It is reasonably possible that a further change in the unrecognized tax benefits may occur within the next twelve months related to the settlement of one or more of these audits or the lapse of applicable statutes of limitations; however, an estimated range of the impact on the unrecognized tax benefits cannot be quantified at this time.

Cabot files U.S. federalis subject to taxation in the United States and statevarious states and non-U.S. income tax returns in jurisdictions with varying statutes of limitations.foreign jurisdictions. The 20132020 through 20152022 tax years generally remain subject to examination by the IRS and various tax years from 20052010 through 20152022 remain subject to examination by the respective state tax authorities. In significant non-U.S.foreign jurisdictions, various tax years from 20022006 through 20152022 remain subject to examination by their respective tax authorities. As of September 30, 2017, Cabot’s significant non-U.S. jurisdictions include Canada, China, France, Germany, Italy, Japan, and the Netherlands.

Note R. CommitmentsLeases

The Company determines if an arrangement is a lease at inception. The Company considers a contract to be or to contain a lease if the contract conveys the right to control the use of identified property, plant or equipment (an identified asset) for a period of time in exchange for consideration.

A lease liability is recorded at commencement for the net present value of future lease payments over the lease term. The discount rate used is generally the Company’s estimated incremental borrowing rate based on credit-adjusted and Contingenciesterm-specific discount rates, using a third-party yield curve. A right of use (“ROU”) asset is recorded and recognized at commencement at the lease liability amount, adjusted for lease prepayments, initial direct costs incurred and lease incentives received. The Company’s lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

Operating Lease Commitments

CabotIn the normal course of its business, the Company enters into various leases as the lessee, primarily related to certain transportation vehicles, warehouse facilities, office space, and machinery and equipment under cancelableequipment. These leases have remaining lease terms between one and non-cancelable operating leases, mostsixteen years, some of which expire within tenmay include options to extend the leases for up to fifteen years or options to terminate the leases. The Company’s land leases have remaining lease terms up to seventy-nine years.

The Company has elected not to recognize short-term leases on the balance sheet for all underlying asset classes. Short-term leases are leases that, at the commencement date, have a lease term of twelve months or less and may be renewed by Cabot. Escalation clauses, lease payments dependent on existing rates/indexes and other lease incentivesdo not include a purchase option that the Company is reasonably certain to exercise. Short-term leases are included in the minimum lease payments and such lease payments are recognizedexpensed on a straight-line basis over the lease term.

The components of the Company’s lease costs were as follows:

 

 

Years Ended September 30

 

 

 

2023

 

 

2022

 

 

2021

 

 

 

(In millions)

 

Operating lease cost

 

$

26

 

 

$

23

 

 

$

25

 

Finance lease cost

 

 

6

 

 

 

6

 

 

 

7

 

Total lease cost

 

$

32

 

 

$

29

 

 

$

32

 

Included within operating lease costs are short-term lease costs, which were$7 million in fiscal 2023 and $5 million in both fiscal 2022 and 2021. Some lease arrangements require variable payments that are dependent on usage, output, or index-based adjustments. Variable lease costs were $2million in fiscal 2023 and $1 million in both 2022 and 2021.

70


Supplemental cash flow information related to the Company’s leases was as follows:

 

 

Years Ended September 30

 

 

 

2023

 

 

2022

 

 

2021

 

 

 

(In millions)

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

 

 

 

 

 

Operating cash flows from operating leases

 

$

18

 

 

$

17

 

 

$

20

 

Operating cash flows from finance leases

 

 

2

 

 

 

2

 

 

 

2

 

Financing cash flows from finance leases

 

 

3

 

 

 

4

 

 

 

3

 

Right-of-use assets obtained in exchange for new operating lease liabilities

 

$

11

 

 

$

14

 

 

$

6

 

Right-of-use assets obtained in exchange for new finance lease liabilities

 

$

4

 

 

$

1

 

 

$

4

 

Supplemental balance sheet information related to the Company’s leases was as follows:

Description

 

Balance Sheet Classification

 

September 30, 2023

 

 

September 30, 2022

 

 

 

 

 

(In millions)

 

Lease ROU assets:

 

 

 

 

 

 

 

 

Operating

 

Other assets

 

$

101

 

 

$

96

 

Finance

 

Net property, plant and equipment

 

 

39

 

 

 

41

 

Total lease ROU assets

 

 

 

$

140

 

 

$

137

 

 

 

 

 

 

 

 

 

 

Lease liabilities:

 

 

 

 

 

 

 

 

Current:

 

 

 

 

 

 

 

 

Operating

 

Accounts payable and accrued liabilities

 

$

15

 

 

$

14

 

Finance

 

Current portion of long-term debt

 

 

4

 

 

 

3

 

Long-term:

 

 

 

 

 

 

 

 

Operating

 

Other liabilities

 

 

84

 

 

 

83

 

Finance

 

Long-term debt

 

 

24

 

 

 

26

 

Total lease liabilities

 

 

 

$

127

 

 

$

126

 

The following table presents the weighted-average remaining lease term and discount rates for the Company’s leases:

Description

 

September 30, 2023

 

 

September 30, 2022

 

Weighted-average remaining lease term (years):

 

 

 

 

 

 

Operating leases

 

 

15

 

 

 

15

 

Finance leases

 

 

9

 

 

 

10

 

Weighted-average discount rate:

 

 

 

 

 

 

Operating leases

 

 

3.28

%

 

 

2.97

%

Finance leases

 

 

5.38

%

 

 

5.40

%

Future minimum lease term. Rent expense under such arrangements for fiscal 2017, 2016 and 2015 totaled $33 million, $31 million and $29 million, respectively. Future minimum rental commitmentspayments under non-cancelable operating and finance leases areas of September 30, 2023 were as follows:

Years Ended September 30

 

Operating leases

 

 

Finance leases

 

 

 

(In millions)

 

2024

 

$

18

 

 

$

5

 

2025

 

 

16

 

 

 

4

 

2026

 

 

13

 

 

 

4

 

2027

 

 

12

 

 

 

3

 

2028

 

 

10

 

 

 

3

 

2029 and thereafter

 

 

51

 

 

 

15

 

Total lease payments

 

 

120

 

 

 

34

 

Less: imputed interest

 

 

21

 

 

 

6

 

Total

 

$

99

 

 

$

28

 

71


Years Ended September 30

 

(In millions)

 

2018

 

$

25

 

2019

 

 

16

 

2020

 

 

10

 

2021

 

 

9

 

2022

 

 

8

 

2023 and thereafter

 

 

68

 

Total future minimum rental commitments

 

$

136

 

Note S. Commitments and Contingencies

Other Long-Term Commitments

Cabot has entered into long-term purchase agreements primarily for the purchase of raw materials. Under certain of these agreements, the quantity of material being purchased is fixed, but the price paid changes as market prices change. Raw materials purchased under these agreements by segment forwere $370 million, $512 million and $405 million during fiscal 2017, 20162023, 2022 and 2015 are as follows:

 

 

Years Ended September 30

 

 

 

2017

 

 

2016

 

 

2015

 

 

 

(In millions)

 

Reinforcement Materials

 

$

281

 

 

$

193

 

 

$

276

 

Performance Chemicals

 

 

43

 

 

 

68

 

 

 

62

 

Purification Solutions

 

 

7

 

 

 

7

 

 

 

14

 

Total

 

$

331

 

 

$

268

 

 

$

352

 

78


2021, respectively. Included in the table above arethose raw materials purchased are purchases from noncontrolling shareholders of consolidated subsidiaries. These purchases weresubsidiaries of $116192 million, $92$235 million and $169$135 million during fiscal 2017, 20162023, 2022 and 2015, respectively, and accounts2021, respectively. Accounts payable and accrued liabilities owed to noncontrolling shareholders as of September 30, 20172023 and 2016,2022, were $1211 million and $9$31 million, respectively.

For these purchase commitments, the amounts included in the table below are based on market prices as of September 30, 20172023 which may differ from actual market prices at the time of purchase.

 

Payments Due by Fiscal Year

 

 

Payments Due by Fiscal Year

 

 

2018

 

 

2019

 

 

2020

 

 

2021

 

 

2022

 

 

Thereafter

 

 

Total

 

 

2024

 

 

2025

 

 

2026

 

 

2027

 

 

2028

 

 

Thereafter

 

 

Total

 

 

(In millions)

 

 

(In millions)

 

Reinforcement Materials

 

$

253

 

 

$

250

 

 

$

148

 

 

$

108

 

 

$

108

 

 

$

1,487

 

 

$

2,354

 

 

$

208

 

 

$

185

 

 

$

181

 

 

$

161

 

 

$

101

 

 

$

1,266

 

 

$

2,102

 

Performance Chemicals

 

 

41

 

 

 

41

 

 

 

39

 

 

 

37

 

 

 

26

 

 

 

371

 

 

 

555

 

 

 

41

 

 

 

38

 

 

 

36

 

 

 

36

 

 

 

21

 

 

 

211

 

 

$

383

 

Purification Solutions

 

 

10

 

 

 

7

 

 

 

6

 

 

 

1

 

 

 

 

 

 

 

 

 

24

 

Total

 

$

304

 

 

$

298

 

 

$

193

 

 

$

146

 

 

$

134

 

 

$

1,858

 

 

$

2,933

 

 

$

249

 

 

$

223

 

 

$

217

 

 

$

197

 

 

$

122

 

 

$

1,477

 

 

$

2,485

 

The Company has also entered into long-term purchase agreements primarily for services related to information technology, which are not included in the table above, that total $19 million as of September 30, 2023, the majority of which is expected to be paid within the next 5 years.

Guarantee Agreements

Cabot has provided certain indemnities pursuant to which it may be required to make payments to an indemnified party in connection with certain transactions and agreements. In connection with certain acquisitions and divestitures, Cabot has provided routine indemnities with respect to such matters as environmental, tax, insurance, product and employee liabilities. In connection with various other agreements, including service and supply agreements with customers, Cabot has provided indemnities for certain contingencies and routine warranties. Cabot is unable to estimate the maximum potential liability for these types of indemnities as a maximum obligation is not explicitly stated in most cases and the amounts, if any, are dependent upon the outcome of future contingent events, the nature and likelihood of which cannot be reasonably estimated. The duration of the indemnities vary, and in many cases are indefinite. Cabot has not recorded any liability for these indemnities in the consolidated financial statements, except as otherwise disclosed.

Self-Insurance and Retention for Certain Contingencies

The Company is partially self-insured for certain third-party liabilities globally, as well as workers’ compensation and employee medical benefits in the United States. The third-party and workers’ compensation liabilities are managed through a wholly-owned insurance captive and the related liabilities are included in the consolidated financial statements. The employee medical obligations are managed by a third-party provider and the related liabilities are included in the consolidated financial statements. To limit Cabot’s potential liabilities for these risks, however, the Company purchases insurance from third-partiesthird parties that provides stop-loss protection. The self-insured liability in fiscal 20172023 for third-party liabilities was $500,000$500,000 per accident for auto, $2$2 million per occurrence for all other, $1$1 million per accident for U.S. workers’ compensation, and the retention for medical costs in the United States is at most $225,000$275,000 per person per annum.

Contingencies

Cabot is a defendant, or potentially responsible party, in various lawsuits and environmental proceedings wherein substantial amounts are claimed or at issue.

Environmental Matters

As of September 30, 20172023 and 2016,2022, Cabot had $125 million and $14$4 million, respectively, reserved for environmental matters.matters, which is included in Accounts payable and accrued liabilities and Other liabilities in the Consolidated Balance sheets. These environmental matters mainly relate to former operations. TheseThe Company’s reserves for environmental matters represent Cabot’s best estimates of the probable costs to be incurred at those sites where costs are reasonably estimable based on the Company’s analysis of the extent of clean up required, alternative clean-up methods available, abilities of other responsible parties to contribute and its interpretation of laws and regulations applicable to each site. In both fiscal 2017 and 2016, there was $2 million in Accounts payable and accrued liabilities in the Consolidated Balance Sheets for environmental matters. In fiscal 2017 and 2016, there was $10 million and $12 million, respectively in Other liabilities in the Consolidated Balance Sheets for environmental matters. Cabot reviews the adequacy of the reserves as circumstances change at individual sites and adjusts the reserves as appropriate. Almost all of Cabot’s environmental issues relate to sites that are mature and have been investigated and studied and, in many cases, are subject to agreed upon remediation plans. However, depending on the results of future testing, changes in risk assessment practices, remediation techniques and regulatory

72


requirements, newly discovered conditions, and other factors, it is reasonably possible that the Company could incur additional costs in excess of environmental reserves currently recorded. Management estimates, based on the latest available information, that any such future environmental remediation costs that are reasonably possible to be in excess of amounts already recorded would be immaterial to the Company’s consolidated financial statements.

79


Charges for environmental expense were $1 million in both fiscal 2023 and fiscal 2022, and less than $1 million in each of fiscal 2017 and 2016 and $1$1 million in fiscal 2015, respectively, which2021 and are included in Cost of salessales in the Consolidated Statements of Operations. Cash payments related to these environmental matters were $2$1 million in each of fiscal 2017, 20162023 and 2015.$2 million in both fiscal 2022 and fiscal 2021. The Company anticipates that expenditures related to these environmental matters will be made over a number of years, and will not be concentrated in any one year, with the exception of fiscal 2019, when we expect to perform additional environmental remediation activities at one of our former manufacturing sites.years.

The operation and maintenance component of the $12 million reserve for environmental matters was $43 million at both September 30, 2017.2023 and 2022.

In November 2013, Cabot entered into a Consent Decree with the EPA and the Louisiana Department of Environmental Quality (“LDEQ”) regarding Cabot’s three carbon black manufacturing facilities in the U.S. This settlement is related to EPA’s national enforcement initiative focused on the U.S. carbon black manufacturing sector alleging non-compliance with certain regulatory and permitting requirements under The Clean Air Act, including the New Source Review (“NSR”) construction permitting requirements. Pursuant to this settlement, Cabot is in the process of installinghas installed technology controls for the reduction of sulfur dioxide and nitrogen oxide emissions at certaintwo of its carbon black plants.plants and is in the process of installing these controls at the third plant. Cabot is currently in discussions with the EPA and LDEQ to extend its compliance date at the third plant to 2024 based upon force majeure events primarily related to the COVID-19 pandemic.

Respirator Liabilities

Cabot has exposure in connection with a safety respiratory products business that a subsidiary acquired from American Optical Corporation (“AO”) in an April 1990 asset purchase transaction. The subsidiary manufactured respirators under the AO brand and disposed of that business in July 1995. In connection with its acquisition of the business, the subsidiary agreed, in certain circumstances, to assume a portion of AO’s liabilities, including costs of legal fees together with amounts paid in settlements and judgments, allocable to AO respiratory products used prior to the 1990 purchase by the Cabot subsidiary. In exchange for the subsidiary’s assumption of certain of AO’s respirator liabilities, AO agreed to provide to the subsidiary the benefits of: (i) AO’s insurance coverage for the period prior to the 1990 acquisition and (ii) a former owner’s indemnity of AO holding it harmless from any liability allocable to AO respiratory products used prior to May 1982.

Generally, these respirator liabilities involve claims for personal injury, including asbestosis, silicosis and coal worker’s pneumoconiosis (“CWP”), allegedly resulting from the use of respirators that are alleged to have been negligently designed and/or labeled. Neither Cabot, nor its past or present subsidiaries, at any time manufactured asbestos or asbestos-containing products. At no time did this respiratory product line represent a significant portion of the respirator market.

The subsidiary transferred the business to Aearo CorporationTechnologies (“Aearo”) in July 1995. Cabot agreed to have the subsidiary retain certain liabilities associated with exposure to asbestos and silica while using respirators prior to the 1995 transaction so long as Aearo paid, and continues to pay, Cabot an annual fee of $400,000. Aearo can discontinue payment of the fee at any time, in which case it will assume the responsibility for and indemnify Cabot against those liabilities which Cabot’s subsidiary had agreed to retain. The Company anticipates that it will continue to receive payment of the $400,000 fee from Aearo and thereby retain these liabilities for the foreseeable future. Cabot has no liability in connection with any products manufactured by Aearo after 1995. Because of the difficulty in determining when a particular respirator was manufactured, Aearo and Cabot have applied the retention of liabilities under the 1995 agreement to claims arising out of the alleged use of respirators involving exposure to asbestos, silica or silica products prior to January 1, 1997. On July 26, 2022, Aearo voluntarily filed for Chapter 11 bankruptcy protection with the stated goal of establishing a trust, funded by Aearo and its parent 3M, to satisfy respirator and other unrelated claims related to earplug products determined to be entitled to compensation. On June 9, 2023, the court dismissed Aearo’s bankruptcy case based on motions filed by various creditors in the case. Aearo appealed the decision but did not seek to stay the dismissal, which made the dismissal effective immediately and ended the automatic bankruptcy stay. In August 2023, Aearo entered into a settlement agreement to resolve the unrelated earplug product claims. As a result of this settlement, Aearo’s appeals in the bankruptcy proceedings have been stayed.

In addition to Cabot’s subsidiary and as described above, other parties are responsible for significant portions of the costs of respirator liabilities, leaving Cabot’s subsidiary with a portion of the liability in only some of the pending cases. These parties include Aearo, AO, AO’s insurers, another former owner and its insurers and a third-party manufacturer of respirators formerly sold under the AO brand and its insurers (collectively, with the Company’s subsidiary, the “Payor Group”).

As of September 30, 2017 and 2016, there were approximately 37,000 and 38,000 claimants, respectively, in pending cases asserting claims against AO in connection with respiratory products. Cabot has contributed to the Payor Group’s defense and settlement costs with respect to a percentage of pending claims depending on several factors, including the period of alleged product use. In order to quantify Cabot’s estimated share of liability for pending and future respirator liability claims, Cabot has periodically engaged, through counsel, the assistance of Hamilton, Rabinovitz & Alschuler, Inc.Gnarus Advisors, LLC (“HR&A”Gnarus”), a leading consulting firm in the field of tort liability valuation.

73


The methodology used by HR&Ato estimate the liability addresses the complexities surrounding Cabot’s potential liability by making assumptions about Cabot’s likely exposure based on various factors, including the Payor Group’s historical experience with these claims, the number of future claimants with respectclaims and the cost to periods of asbestos, silicaresolve pending and coal mine dust exposure and respirator use.future claims. Using those and other assumptions, HR&Athe Company estimates the number of future asbestos, silica and coal mine dust claims that will be filed and the related costs that would be incurred in defending and resolving both currently pending and future claims. On this basis, HR&A then estimates the value of the share of these liabilities that reflect Cabot’s period of direct manufacture and Cabot’s contractual obligations. Based on the HR&A estimates, as

As of September 30, 20172023 and 2016,2022, the Company had $18$38 million and $21$39 million, respectively, reserved for its estimated share of liability for pending and future respirator claims.claims, the majority of which the Company expects to incur over the next ten years. The reserve is included in Other liabilities and Accounts payable and accrued liabilities on the Consolidated Balance Sheets. In fiscal 2023, 2022 and 2021, the Company recorded a charge of $13$8 million, $6 million and $25 million, respectively, related to the respirator liability in fiscal 2016, which iswas included in Selling and administrative expensesexpense in the Consolidated Statements of Operations. No charges related to the respirator liability were recorded in either fiscal 2017 or fiscal 2015.

The Company made payments related to its respirator liability of $3 million in both fiscal 2017 and 2016 and $2$9 million in fiscal 2015.2023, $11 million in fiscal 2022 and $37 million in fiscal 2021. The majority of the payments in fiscal 2021 related to a February 2020 settlement agreement in which Cabot, with certain members of the Payor Group, resolved a large group of claims, including claims alleging serious injury, brought by coal workers in Kentucky and West Virginia represented by common legal counsel.

80


The Company’s current estimate of the cost of its share of existingpending and future respirator liability claims is based on facts and circumstances existing at this time.time, including the number and nature of the remaining claims. Developments that could affect the Company’s estimate include, but are not limited to, (i) significant changes in the number of future claims, (ii) changes in the rate of dismissals without payment of pending claims, (iii) significant changes in the average cost of resolving claims, including potential settlements of groups of claims, (iv) significant changes in the legal costs of defending these claims, (v) changes in the nature of claims received or changes in our assessment of the viability of these claims, (vi) trial and appellate outcomes, (vii) changes in the law and procedure applicable to these claims, (vii)(viii) the financial viability of the parties that contribute to the payment of respirator claims , (ix) exhaustion or changes in the recoverability of the insurance coverage maintained by certain members of the Payor Group, (viii)or a change in the availability of the insurance coverage of the members of the Payor Group or the indemnity provided by AO’sa former owner (ix)of AO, (x) changes in the allocation of costs among the Payor Groupvarious parties paying legal and (x)settlement costs, and (xi) a determination that the assumptions that were used to estimate the Company’sCabot’s share of liability are no longer reasonable. The Company cannot determine the impact of these potential developments on its current estimate of its share of liability for existing and future claims. Accordingly,Because reserves are limited to amounts that are probable and estimable as of a relevant measurement date, and there is inherent difficulty in projecting the actual amountimpact of potential developments on Cabot’s share of liability for these existing and future claims, it is reasonably possible that the liabilities for existing and future claims could change in the near term and that change could be different thanmaterial.

Brazil Indirect Tax Settlements

The Company previously filed claims with the reserved amount.Brazilian tax authorities challenging the calculation of certain indirect taxes related to local social contributions for the years 2012 through 2019. During the third quarter of fiscal 2021, the Brazilian Federal Supreme Court rendered a final unappealable decision that clarified the methodology companies should use in the calculation. As a result of this decision, the Company is entitled to recover credits and associated interest related to the historical periods for overpayment of these indirect taxes to be used to offset future Brazilian tax liabilities. As such, the Company recorded a $12 million benefit during fiscal 2021 of which $9 million, related to the credit recovery was included in Net sales and other operating revenues and $3 million, related to interest income was included in Other income (expense) in the Consolidated Statement of Operations.

Other Matters

The Company has various other lawsuits, claims and contingent liabilities arising in the ordinary course of its business and with respect to its divested businesses. The Company does not believe that any of these matters will have a material adverse effect on its financial position; however, litigation is inherently unpredictable. Cabot could incur judgments, enter into settlements or revise its expectations regarding the outcome of certain matters, and such developments could have a material impact on its results of operations in the period in which the amounts are accrued or its cash flows in the period in which the amounts are paid.

74


Note S.T. Financial Information by Segment & Geographic Area

Segment Information

The Company identifies a business as an operating segment if: i) it engages in business activities from which it may earn revenues and incur expenses; ii) its operating results are regularly reviewed by the Chief Operating Decision Maker (“CODM”), who is Cabot’s President and Chief Executive Officer, to make decisions about resources to be allocated to the segment and assess its performance; and iii) it has available discrete financial information. The Company has determined that all of its businesses are operating segments. The CODM reviews financial information at the operating segment level to allocate resources and to assess the operating results and financial performance for each operating segment. Operating segments are aggregated into a reportable segment if the operating segments are determined to have similar economic characteristics and if the operating segments are similar in the following areas: i) nature of products and services; ii) nature of production processes; iii) type or class of customer for their products and services; iv) methods used to distribute the products or provide services; and v) if applicable, the nature of the regulatory environment.

The Company has fourtwo reportable segments: Reinforcement Materials and Performance Chemicals,Chemicals. The Company’s former Purification Solutions and Specialty Fluids.business was a separate reportable segment prior to divestiture in the second quarter of fiscal 2022.

The Reinforcement Materials segment combines the rubber blacks and elastomer composites product lines.

The Performance Chemicals segment combines the specialty carbons and compounds and inkjet colorants product lines into the Specialty Carbons and Formulations business, and combines the fumed metal oxides and aerogel product lines into the Metal Oxides business. These businesses are similar in terms of economic characteristics, nature of products, processes, customer class and product distribution methods, and therefore have been aggregated into one reportable segment.

The Purification Solutions segment represents the Company’s activated carbon business and the Specialty Fluids segment includes cesium formate oil and gas drilling fluids and high-purity fine cesium chemicals product lines.

Income (loss) from continuing operations before income taxes (“Segment EBIT”) is presented for each reportable segment in the financial information by the reportable segment table below on the line entitled Income (loss) from continuing operations before taxes. Segment EBIT excludes certain items, meaning items management does not consider representative of on-going operating segment results. In addition, Segment EBIT includes Equity in earnings of affiliated companies, net of tax, the full operating results of a contractual joint venture in Purification Solutions, royalties, Net income (loss) attributable to noncontrolling interests, net of tax, and discounting charges for certain Notes receivable, but excludes Interest expense, foreign currency transaction gains and losses, interest income, dividend income, unearned revenue, the effects of LIFO accounting for inventory, general unallocated expense and unallocated corporate costs. Segment assets exclude cash, short-term investments, cost investments, income taxes receivable, deferred taxes and headquarters’ assets, which are included in unallocated and other. Expenditures for additions to long-lived assets include total equity and other investments (including available-for-sale securities) and property, plant and equipment.

81


Reinforcement Materials

Carbon black is a form of elemental carbon that is manufactured in a highly controlled process to produce particles and aggregates of varied size, structure and surface chemistry, resulting in many different performance characteristics for a wide variety of applications. Rubber gradeReinforcing carbons (a class of carbon blacks manufactured by Cabot) are used to enhance the physical properties of the systems and applications in which they are incorporated.

The Company’s rubber blacksreinforcing carbons products are used in tires and industrial products. Rubber blacksReinforcing carbons have traditionally been used in the tire industry as a rubber reinforcing agent to increase tread durability and are also used as a performance additive to reduce rolling resistance and improve traction. In industrial products such as hoses, belts, extruded profiles and molded goods, rubber blacksreinforcing carbons are used to improve the physical performance of the product, including the product’s physical strength, fluid resistance, conductivity and resistivity.

In addition to its rubber blacksreinforcing carbons products, the Company manufactures compoundsengineered elastomer composites (“E2C®”) solutions that are composites of carbon blackreinforcing carbons and rubber made using itsthe Company’s patented elastomer composites manufacturing process. These compoundscomposites improve abrasion/wear resistance, reduce fatigue of rubber parts and reduce rolling resistance compared to carbon black/reinforcing carbons/rubber compounds made entirely by conventional dryrubber mix methods.methods enabling rubber product manufacturers to reduce the need to make performance trade-offs.

Performance Chemicals

The Performance Chemicals is composed of two businesses: (i)segment aggregates the Company’s Specialty Carbons and Formulations business, which manufactures and sells specialty grades of carbon black,carbons, specialty compounds, andfumed metal oxides, battery materials, inkjet colorants and (ii) its Metal Oxides business, which manufactures and sells fumed silica, fumed alumina and dispersions thereof and aerogel.aerogel product lines. In Performance Chemicals, the Company designs, manufactures and sells materials that deliver performance in a broad range of customer applications across the automotive, construction, infrastructure, energy, inkjet printing, electronics and consumer products sectors.sectors, and applications related to generation, transmission and storage of energy. The net sales from each of these businessesCompany’s focus areas for fiscal 2017, 2016growth include conductive additives and 2015 are as follows:other materials for battery applications, and inkjet dispersions for post print corrugated packaging applications.

 

 

Years Ended September 30

 

 

 

2017

 

 

2016

 

 

2015

 

 

 

(In millions)

 

Specialty Carbons and Formulations

 

$

623

 

 

$

578

 

 

$

630

 

Metal Oxides

 

 

285

 

 

 

287

 

 

 

297

 

Total Performance Chemicals

 

$

908

 

 

$

865

 

 

$

927

 

Specialty Carbons and Formulations Business

The Company’s specialty grades of carbon blackcarbons are used to impart color, provide rheology control, enhance conductivity and static charge control, provide UV protection, enhance mechanical properties and provide formulation flexibility through surface treatment. These specialty carbon products are used in a wide variety of applications, such as inks, coatings, cables, plastics, adhesives, toners, batteries and displays.

75


Cabot’s masterbatch and conductive compound products, which Cabot refers to as “specialty compounds”, are formulations derived from specialty grades of carbon blackcarbons mixed with polymers and other additives. These products are generally used by plastic resin producers and converters in applications for the automotive, industrial, packaging, infrastructure, agricultural, consumer products, and electronics industries. As an alternative to directly mixing specialty carbon blacks, these formulations offer greater ease of handling and help customers achieve their desired levels of dispersion and color and manage the addition of small doses of additives. In addition, Cabot’s electrically conductive compound products generally are used to help ensure uniform conductive performance and reduce risks associated with electrostatic discharge in plastics applications.

The Company’s inkjet colorantsbattery materials products include its conductive additives and fumed alumina, which are high-quality pigment-based blackused principally in advanced lead acid and color dispersions based on its patentedlithium-ion batteries used in electric vehicles. The Company’s conductive additives consist of conductive carbons, carbon black surface modification technology. The dispersionsnanotubes and carbon nano structures, and blends of these materials, each of which offers different levels of conductivity and formulation flexibility for battery manufacturers to address performance (energy density, fast charging), cost and safety. In lithium-ion batteries, the Company’s conductive additives are used in aqueous inkjet inksboth cathode and anode applications to impart color, sharp print characteristicsincrease energy density by providing a conductive network between active materials. Fumed alumina is used to reduce cathode material and durability, while maintaining high printhead reliability. These products are used in various inkjet printing applications, including commercial printing, small office/home officeelectrolyte decomposition and corporate office, and niche applications that require a high level of dispersibility and colloidal stability. Cabot’s inkjet inks, which utilize its pigment-based colorant dispersions, are used in the commercial printing segment for digital print.improve capacity retention leading to longer cycle life.

Metal Oxides Business

Fumed silica is an ultra-fine, high-purity particle used as a reinforcing, thickening, abrasive, thixotropic, suspending or anti-caking agent in a wide variety of products for the automotive, construction, microelectronics, batteries, and consumer products industries. These products include adhesives, sealants, cosmetics, batteries, inks, toners, silicone elastomers, coatings, polishing slurries and pharmaceuticals. FumedIn addition to its battery application, fumed alumina, also an ultra-fine, high-purity particle, is used as an abrasive, absorbent or barrier agent in a variety of products, such as inkjet media, lighting, coatings, cosmetics and polishing slurries.

82


Aerogel is a hydrophobic, silica-based particle with a high surface area that is used in a variety of thermal insulation and specialty chemical applications. In the building and construction industry, the product is used in insulative sprayable plasters and composite building products, as well as translucent skylight, window, wall and roof systems for insulating eco-daylighting applications. In the specialty chemicals industry, the product is used to provide matte finishing, insulating and thickening properties for use in a variety of applications.applications, including thermal management for lithium-ion batteries.

Purification Solutions

The Company’s activated carboninkjet colorants are high-quality pigment-based black and color dispersions and inks. The Company’s dispersions are based on patented pigment surface modification technology and polymer encapsulation technology. The dispersions are used in aqueous inkjet inks to impart color, sharp print characteristics and durability, while maintaining high printhead reliability. These products are used in various inkjet printing applications, including traditional work-from-home and corporate office settings, and, increasingly, in commercial and corrugated packaging printing, that all require a high level of dispersibility and colloidal stability. Our inkjet inks, which utilize our pigment-based colorant dispersions, are used in the commercial printing segment for graphic arts.

Purification Solutions

Cabot divested its Purification Solutions business on March 1, 2022. Refer to Note D for the purificationterms of water, air, food and beverages, pharmaceuticals and other liquids and gases, as either a colorant or a decolorizing agent in the production of products for food and beverage applications and as a chemical carrier in slow release applications. In gas and air applications, one of the uses of activated carbon is for the removal of mercury in flue gas streams. In certain applications, used activated carbon can be reactivated for further use by removing the contaminants from the pores of the activated carbon product. The most common applications for the Company’s reactivated carbon are water treatment and food and beverage purification. In addition to activated carbon production and reactivation, the Company also provides activated carbon solutions through on-site equipment and services, including delivery systems for activated carbon injection in coal-fired utilities, mobile water filter units and carbon reactivation services.this transaction.

Specialty Fluids

The Specialty Fluids segment produces and markets a range of cesium products that include cesium formate brines and other fine cesium chemicals.

Cesium formate brines are used as a drilling and completion fluid for use primarily in high pressure and high temperature oil and gas well construction. Cesium formate products are solids-free, high-density fluids that have a low viscosity, enabling safe and efficient well construction and workover operations. The fluid is resistant to high temperatures, minimizes damage to producing reservoirs and is readily biodegradable in accordance with the testing guidelines set by the Organization for Economic Cooperation and Development. In a majority of applications, cesium formate is blended with other formates or products.

Fine cesium chemicals are used across a wide range of industries and applications that include catalysts, doping agents and brazing fluxes. Fine cesium chemicals enable process performance benefits and yield improvements, and help prevent or mitigate pollution in the applications they serve.

8376


Financial information by reportable segment is as follows:

Years Ended September 30

 

Reinforcement
Materials

 

 

Performance
Chemicals

 

 

Purification
Solutions
(1)

 

 

Segment
Total

 

 

Unallocated
and
Other
(2)

 

 

Consolidated
Total

 

 

 

(In millions)

 

2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues from external customers(4)

 

$

2,563

 

 

$

1,225

 

 

$

 

 

$

3,788

 

 

$

143

 

 

$

3,931

 

Depreciation and amortization

 

$

70

 

 

$

72

 

 

$

 

 

$

142

 

 

$

2

 

 

$

144

 

Equity in earnings of affiliated companies

 

$

2

 

 

$

3

 

 

$

 

 

$

5

 

 

$

 

 

$

5

 

Income (loss) from operations
   before income taxes
(5)

 

$

482

 

 

$

125

 

 

$

 

 

$

607

 

 

$

(156

)

 

$

451

 

Assets(6)

 

$

1,632

 

 

$

1,473

 

 

$

 

 

$

3,105

 

 

$

499

 

 

$

3,604

 

Total expenditures for additions to long-lived
   assets
(7)

 

$

149

 

 

$

108

 

 

$

 

 

$

257

 

 

$

8

 

 

$

265

 

2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues from external customers(3)(4)

 

$

2,673

 

 

$

1,388

 

 

$

97

 

 

$

4,158

 

 

$

163

 

 

$

4,321

 

Depreciation and amortization

 

$

70

 

 

$

72

 

 

$

3

 

 

$

145

 

 

$

1

 

 

$

146

 

Equity in earnings of affiliated companies

 

$

4

 

 

$

5

 

 

$

1

 

 

$

10

 

 

$

 

 

$

10

 

Income (loss) from operations
   before income taxes
(5)

 

$

408

 

 

$

234

 

 

$

 

 

$

642

 

 

$

(307

)

 

$

335

 

Assets(6)

 

$

1,691

 

 

$

1,458

 

 

$

 

 

$

3,149

 

 

$

376

 

 

$

3,525

 

Total expenditures for additions to long-lived
   assets
(7)

 

$

114

 

 

$

100

 

 

$

3

 

 

$

217

 

 

$

4

 

 

$

221

 

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues from external customers(3)(4)

 

$

1,838

 

 

$

1,156

 

 

$

257

 

 

$

3,251

 

 

$

158

 

 

$

3,409

 

Depreciation and amortization

 

$

70

 

 

$

73

 

 

$

16

 

 

$

159

 

 

$

1

 

 

$

160

 

Equity in earnings of affiliated companies

 

$

 

 

$

2

 

 

$

2

 

 

$

4

 

 

$

(1

)

 

$

3

 

Income (loss) from operations
   before income taxes
(5)

 

$

329

 

 

$

211

 

 

$

10

 

 

$

550

 

 

$

(144

)

 

$

406

 

Assets(6)

 

$

1,421

 

 

$

1,325

 

 

$

283

 

 

$

3,029

 

 

$

277

 

 

$

3,306

 

Total expenditures for additions to long-lived
   assets
(7)

 

$

104

 

 

$

80

 

 

$

9

 

 

$

193

 

 

$

5

 

 

$

198

 

Years Ended September 30

 

Reinforcement

Materials

 

 

Performance

Chemicals

 

 

Purification

Solutions

 

 

Specialty Fluids

 

 

Segment

Total

 

 

Unallocated

and

Other(1), (3)

 

 

Consolidated

Total

 

 

 

(In millions)

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues from external customers(2)

 

$

1,381

 

 

$

908

 

 

$

281

 

 

$

41

 

 

$

2,611

 

 

$

106

 

 

$

2,717

 

Depreciation and amortization

 

$

69

 

 

$

46

 

 

$

39

 

 

$

2

 

 

$

156

 

 

$

(1

)

 

$

155

 

Equity in earnings of affiliated companies

 

$

6

 

 

$

 

 

$

6

 

 

$

 

 

$

12

 

 

$

(5

)

 

$

7

 

Income (loss) from continuing operations

   before income taxes(3)

 

$

193

 

 

$

201

 

 

$

6

 

 

$

9

 

 

$

409

 

 

$

(121

)

 

$

288

 

Assets(4)

 

$

1,189

 

 

$

708

 

 

$

741

 

 

$

140

 

 

$

2,778

 

 

$

536

 

 

$

3,314

 

Total expenditures for additions to long-lived

   assets(5)

 

$

68

 

 

$

47

 

 

$

19

 

 

$

5

 

 

$

139

 

 

$

8

 

 

$

147

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues from external customers(2)

 

$

1,108

 

 

$

865

 

 

$

290

 

 

$

47

 

 

$

2,310

 

 

$

101

 

 

$

2,411

 

Depreciation and amortization

 

$

74

 

 

$

48

 

 

$

39

 

 

$

3

 

 

$

164

 

 

$

(3

)

 

$

161

 

Equity in earnings of affiliated companies

 

$

 

 

$

1

 

 

$

7

 

 

$

 

 

$

8

 

 

$

(5

)

 

$

3

 

Income (loss) from continuing operations

   before income taxes(3)

 

$

137

 

 

$

225

 

 

$

(5

)

 

$

13

 

 

$

370

 

 

$

(176

)

 

$

194

 

Assets(4)

 

$

1,093

 

 

$

629

 

 

$

736

 

 

$

139

 

 

$

2,597

 

 

$

438

 

 

$

3,035

 

Total expenditures for additions to long-lived

   assets(5)

 

$

46

 

 

$

33

 

 

$

30

 

 

$

1

 

 

$

110

 

 

$

2

 

 

$

112

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues from external customers(2)

 

$

1,507

 

 

$

927

 

 

$

296

 

 

$

42

 

 

$

2,772

 

 

$

99

 

 

$

2,871

 

Depreciation and amortization

 

$

83

 

 

$

54

 

 

$

45

 

 

$

2

 

 

$

184

 

 

$

(1

)

 

$

183

 

Equity in earnings of affiliated companies

 

$

2

 

 

$

1

 

 

$

6

 

 

$

 

 

$

9

 

 

$

(5

)

 

$

4

 

Income (loss) from continuing operations

   before income taxes(3)

 

$

143

 

 

$

178

 

 

$

5

 

 

$

6

 

 

$

332

 

 

$

(709

)

 

$

(377

)

Assets(4)

 

$

1,220

 

 

$

625

 

 

$

789

 

 

$

119

 

 

$

2,753

 

 

$

310

 

 

$

3,063

 

Total expenditures for additions to long-lived

   assets(5)

 

$

44

 

 

$

29

 

 

$

48

 

 

$

16

 

 

$

137

 

 

$

4

 

 

$

141

 

(1)
Cabot divested itsPurification Solutions business on March 1, 2022. Refer to Note D for the terms of this transaction.
(2)
Unallocated and Other includes certain items and eliminations necessary to reflect management’s reporting of operating segment results. These items are reflective of the segment reporting presented to the CODM.
(3)
Beginning in fiscal 2023, the Company began allocating energy center revenue to the applicable segment’s revenue. The Company recast prior period financial information to conform to the new presentation. The allocation of such revenue resulted in an increase of $98 million and $57 million in the Reinforcement Materials segment and $16 million and $8 million in the Performance Chemicals segment, with an offsetting decrease in Unallocated and Other revenue for fiscal 2022 and fiscal 2021, respectively. There was no impact to Consolidated Total Revenue from external customers.
(4)
Consolidated Total Revenues from external customers reconciles to Net sales and other operating revenues on the Consolidated Statements of Operations. Revenues from external customers that are categorized as Unallocated and Other are summarized as follows:

 

 

Years Ended September 30

 

 

 

2023

 

 

2022

 

 

2021

 

 

 

(In millions)

 

Shipping and handling fees

 

$

132

 

 

$

162

 

 

$

153

 

By-product sales

 

 

5

 

 

 

8

 

 

 

8

 

Other

 

 

6

 

 

 

(7

)

 

 

(3

)

Total

 

$

143

 

 

$

163

 

 

$

158

 

77


(1)

Unallocated and Other includes certain items and eliminations necessary to reflect management’s reporting of operating segment results. These items are reflective of the segment reporting presented to the CODM.

(5)
Consolidated Total Income (loss) from operations before income taxes reconciles to Income (loss) from operations before income taxes and equity in earnings of affiliated companies on the Consolidated Statements of Operations. Total Income (loss) from operations before income taxes that are categorized as Unallocated and Other includes:

(2)

Consolidated Total Revenues from external customers reconciles to Net sales and other operating revenues on the Consolidated Statements of Operations. Revenues from external customers that are categorized as Unallocated and Other reflects royalties, external shipping and handling fees, the impact of unearned revenue, the removal of 100% of the sales of an equity method affiliate and discounting charges for certain Notes receivable. Details are provided in the table below.

 

 

Years Ended September 30

 

 

 

2023

 

 

2022

 

 

2021

 

 

 

(In millions)

 

Interest expense

 

$

(90

)

 

$

(56

)

 

$

(49

)

Certain items:(a)

 

 

 

 

 

 

 

 

 

Gain on sale of land

 

 

1

 

 

 

17

 

 

 

 

Legal and environmental matters and reserves (Note S)

 

 

(10

)

 

 

(9

)

 

 

(25

)

Argentina controlled currency devaluation loss

 

 

(7

)

 

 

 

 

 

 

Acquisition and integration-related charges

 

 

(4

)

 

 

(6

)

 

 

(5

)

Global restructuring activities

 

 

(4

)

 

 

(3

)

 

 

(11

)

Loss on sale of business and asset impairment charge

 

 

(3

)

 

 

(207

)

 

 

 

Other certain items

 

 

(2

)

 

 

 

 

 

(1

)

Gain on bargain purchase of a business (Note C)

 

 

 

 

 

24

 

 

 

 

Specialty Fluids divestiture related benefit

 

 

 

 

 

5

 

 

 

 

Employee benefit plan settlement and other charges

 

 

 

 

 

1

 

 

 

(4

)

Purification Solutions divestiture related charges

 

 

 

 

 

(5

)

 

 

 

Indirect tax settlement credits

 

 

 

 

 

 

 

 

12

 

Total certain items, pre-tax

 

 

(29

)

 

 

(183

)

 

 

(34

)

Unallocated corporate costs(b)

 

 

(54

)

 

 

(59

)

 

 

(58

)

General unallocated income (expense)(c)

 

 

22

 

 

 

1

 

 

 

 

Less: Equity in earnings of affiliated companies, net of tax(d)

 

 

5

 

 

 

10

 

 

 

3

 

Total

 

$

(156

)

 

$

(307

)

 

$

(144

)

 

 

Years Ended September 30

 

 

 

2017

 

 

2016

 

 

2015

 

 

 

(In millions)

 

Royalties, the impact of unearned revenue, the removal

   of 100% of the sales of an equity method affiliate and

   discounting charges for certain Notes receivable

 

$

11

 

 

$

13

 

 

$

9

 

Shipping and handling fees

 

 

95

 

 

 

88

 

 

 

90

 

Total

 

$

106

 

 

$

101

 

 

$

99

 

84


(a)

(3)

Consolidated Total Income (loss) from continuing operations before income taxes reconciles to Income (loss) from continuing operations before income taxes and equity in earnings of affiliated companies on the Consolidated Statements of Operations. Total Income (loss) from continuing operations before income taxes that are categorized as Unallocated and Other includes:

 

 

Years Ended September 30

 

 

 

2017

 

 

2016

 

 

2015

 

 

 

(In millions)

 

Interest expense

 

$

(53

)

 

$

(54

)

 

$

(53

)

Certain Items:(a)

 

 

 

 

 

 

 

 

 

 

 

 

Global restructuring activities (Note N)

 

 

(3

)

 

 

(47

)

 

 

(21

)

Legal and environmental matters and reserves

 

 

1

 

 

 

(17

)

 

 

 

Acquisition and integration-related charges

 

 

 

 

 

 

 

 

(5

)

Employee benefit plan settlement and other charges (Note L)

 

 

 

 

 

 

 

 

(21

)

Impairment of goodwill and long-lived assets of Purification

   Solutions (Note E)

 

 

 

 

 

 

 

 

(562

)

Non-recurring gain (loss) on foreign exchange

 

 

 

 

 

(11

)

 

 

(2

)

Inventory adjustment (Note C)

 

 

 

 

 

 

 

 

(6

)

Executive transition costs

 

 

 

 

 

(6

)

 

 

 

Other certain items

 

 

(1

)

 

 

 

 

 

 

Total certain items, pre-tax

 

 

(3

)

 

 

(81

)

 

 

(617

)

Unallocated corporate costs(b)

 

 

(50

)

 

 

(45

)

 

 

(46

)

General unallocated income (expense)(c)

 

 

(8

)

 

 

7

 

 

 

11

 

Less: Equity in earnings of affiliated companies, net of tax(d)

 

 

7

 

 

 

3

 

 

 

4

 

Total

 

$

(121

)

 

$

(176

)

 

$

(709

)

(a)Certain items are items that management does not consider representative of operating segment results and they are, therefore, excluded from Segment EBIT.

(b)
Unallocated corporate costs are not controlled by the segments andand primarily benefit corporate interests.

(c)
General unallocated income (expense) consists of gains (losses) arising from foreign currency transactions, net of other foreign currency risk management activities, the impact of accounting for certain inventory on a LIFO basis,interest and dividend income, the profit or loss related to the corporate adjustment for unearned revenue, and the impact of including the full operating results of an equity affiliate in Purification Solutions Segment EBIT.

unrealized holding gains (losses) for investments.

(d)
Equity in earnings of affiliated companies, net of tax is included in Segment EBIT and is removed from Unallocated and other to reconcile to income (loss) from operations before taxes.

(4)

Unallocated and Other assets includes cash, marketable securities, cost investments, income taxes receivable, deferred taxes, headquarters’ assets, and current and non-current assets held for sale. In fiscal 2017, the Company adopted two new accounting standards that impact the presentation of debt issuance costs and the classification of deferred taxes on the Consolidated Balance Sheets. These new standards were applied retrospectively and fiscal 2016 and fiscal 2015 balances have been updated as discussed in Note A.

taxes and equity in earnings from affiliated companies.

(5)

Expenditures for additions to long-lived assets include total equity and other investments (including available-for-sale securities) and property, plant and equipment.

(6)
Unallocated and Other assets include cash, marketable securities, cost investments, income taxes receivable, deferred taxes, headquarters’ assets and current and non-current assets held for sale.
(7)
Expenditures for additions to long-lived assets include total equity and other investments (including available-for-sale securities) and property, plant and equipment.

Geographic Information

Sales are attributed to the U.S. and to all foreign countries based on the location from which the sale originated. Revenues from external customers and long-lived assets attributable to an individual country, other than the U.S., and China, and the Netherlands, were not material for disclosure.

85


Revenues from external customers and long-lived asset information by geographic areaindividual country are summarized as follows:

Years Ended September 30

 

U.S.

 

 

China

 

 

The

Netherlands

 

 

Other Foreign

Countries

 

 

Consolidated

Total

 

 

 

(In millions)

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues from external customers

 

$

645

 

 

$

573

 

 

$

162

 

 

$

1,337

 

 

$

2,717

 

Net property, plant and equipment

 

$

493

 

 

$

261

 

 

$

161

 

 

$

390

 

 

$

1,305

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues from external customers

 

$

605

 

 

$

482

 

 

$

162

 

 

$

1,162

 

 

$

2,411

 

Net property, plant and equipment

 

$

490

 

 

$

266

 

 

$

152

 

 

$

382

 

 

$

1,290

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues from external customers

 

$

705

 

 

$

548

 

 

$

176

 

 

$

1,442

 

 

$

2,871

 

Net property, plant and equipment

 

$

480

 

 

$

311

 

 

$

157

 

 

$

435

 

 

$

1,383

 

 

 

Years Ended September 30

 

 

 

2023

 

 

2022

 

 

2021

 

 

 

(In millions)

 

United States

 

$

738

 

 

$

842

 

 

$

668

 

China

 

 

972

 

 

 

1,129

 

 

 

858

 

Other countries

 

 

2,221

 

 

 

2,350

 

 

 

1,883

 

Total

 

$

3,931

 

 

$

4,321

 

 

$

3,409

 

Note T. Unaudited Quarterly Financial Information

Unaudited financial results by quarter for fiscal 2017 and 2016 are summarized below:

 

 

Quarters Ended

 

 

Year Ended

 

 

 

December 31

 

 

March 31

 

 

June 30

 

 

September 30

 

 

September 30

 

 

 

2017

 

 

 

(In millions, except per share amounts)

 

Net sales and other operating revenues

 

$

611

 

 

$

678

 

 

$

705

 

 

$

723

 

 

$

2,717

 

Gross profit

 

$

157

 

 

$

169

 

 

$

159

 

 

$

167

 

 

$

652

 

Net income (loss)

 

$

58

 

 

$

80

 

 

$

53

 

 

$

75

 

 

$

266

 

Net income (loss) attributable to Cabot Corporation

 

$

54

 

 

$

74

 

 

$

45

 

 

$

68

 

 

$

241

 

Earnings per common share—basic

 

$

0.85

 

 

$

1.19

 

 

$

0.71

 

 

$

1.08

 

 

$

3.83

 

Earnings per common share—diluted

 

$

0.85

 

 

$

1.18

 

 

$

0.71

 

 

$

1.06

 

 

$

3.80

 

 

 

Quarters Ended

 

 

Year Ended

 

 

 

December 31

 

 

March 31

 

 

June 30

 

 

September 30

 

 

September 30

 

 

 

2016

 

 

 

(In millions, except per share amounts)

 

Net sales and other operating revenues

 

$

603

 

 

$

568

 

 

$

621

 

 

$

619

 

 

$

2,411

 

Gross profit

 

$

99

 

 

$

150

 

 

$

160

 

 

$

169

 

 

$

578

 

Income (loss) from discontinued operations, net of tax

 

$

 

 

$

 

 

$

 

 

$

1

 

 

$

1

 

Net income (loss)

 

$

(3

)

 

$

52

 

 

$

60

 

 

$

55

 

 

$

164

 

Net income (loss) attributable to Cabot Corporation

 

$

(7

)

 

$

48

 

 

$

56

 

 

$

52

 

 

$

149

 

Earnings per common share—basic:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

$

(0.11

)

 

$

0.76

 

 

$

0.90

 

 

$

0.81

 

 

$

2.36

 

Income (loss) from discontinued operations

 

 

 

 

 

 

 

 

 

 

 

0.02

 

 

 

0.02

 

Net income (loss) attributable to Cabot Corporation

 

$

(0.11

)

 

$

0.76

 

 

$

0.90

 

 

$

0.83

 

 

$

2.38

 

Earnings per common share—diluted:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

$

(0.11

)

 

$

0.76

 

 

$

0.88

 

 

$

0.81

 

 

$

2.34

 

Income (loss) from discontinued operations

 

 

 

 

 

 

 

 

 

 

 

0.02

 

 

 

0.02

 

Net income (loss) attributable to Cabot Corporation

 

$

(0.11

)

 

$

0.76

 

 

$

0.88

 

 

$

0.83

 

 

$

2.36

 

Note U. Subsequent Event

In November 2017, Cabot purchased Tech Blend, a leading North American producer of black masterbatch, for approximately $64 million in cash. Goodwill is expected to be generated from the acquisition, which will not be deductible for tax purposes.

Tech Blend produces black masterbatches (also known as concentrates) for applications in the automotive, infrastructure and agricultural industries at its manufacturing facility in Saint-Jean-sur-Richelieu, Québec, Canada. The acquisition extends Cabot’s global footprint in black masterbatch and compounds and provides a platform to serve global customers and grow in conductive formulations.

8678


Each of the Company’s segments operates globally. In addition to presenting Revenue from external customers by reportable segment, the following tables further disaggregate Revenue from external customers by geographic region.

 

 

Year Ended September 30, 2023

 

 

 

Reinforcement
Materials

 

 

Performance
Chemicals

 

 

Purification
Solutions

 

 

Consolidated Total

 

 

 

(In millions)

 

Americas

 

$

1,046

 

 

$

379

 

 

$

 

 

$

1,425

 

Asia Pacific

 

 

995

 

 

 

491

 

 

 

 

 

 

1,486

 

Europe, Middle East and Africa

 

 

522

 

 

 

355

 

 

 

 

 

 

877

 

Segment revenues from external customers

 

 

2,563

 

 

 

1,225

 

 

 

 

 

 

3,788

 

Unallocated and other

 

 

 

 

 

 

 

 

 

 

 

143

 

Net sales and other operating revenues

 

 

 

 

 

 

 

 

 

 

$

3,931

 

 

 

Year Ended September 30, 2022

 

 

 

Reinforcement
Materials
(1)

 

 

Performance
Chemicals
(1)

 

 

Purification
Solutions

 

 

Consolidated Total

 

 

 

(In millions)

 

Americas

 

$

1,072

 

 

$

419

 

 

$

43

 

 

$

1,534

 

Asia Pacific

 

 

1,049

 

 

 

567

 

 

 

14

 

 

 

1,630

 

Europe, Middle East and Africa

 

 

552

 

 

 

402

 

 

 

40

 

 

 

994

 

Segment revenues from external customers

 

 

2,673

 

 

 

1,388

 

 

 

97

 

 

 

4,158

 

Unallocated and other

 

 

 

 

 

 

 

 

 

 

 

163

 

Net sales and other operating revenues

 

 

 

 

 

 

 

 

 

 

$

4,321

 

(1)
Beginning in fiscal 2023, the Company began allocating energy center revenue to the applicable segment’s revenue. The Company recast prior period financial information to conform to the new presentation.

 

 

Year Ended September 30, 2021

 

 

 

Reinforcement
Materials
(1)

 

 

Performance
Chemicals
(1)

 

 

Purification
Solutions

 

 

Consolidated Total

 

 

 

(In millions)

 

Americas

 

$

708

 

 

$

311

 

 

$

110

 

 

$

1,129

 

Asia Pacific

 

 

777

 

 

 

489

 

 

 

34

 

 

$

1,300

 

Europe, Middle East and Africa

 

 

353

 

 

 

356

 

 

 

113

 

 

 

822

 

Segment revenues from external customers

 

 

1,838

 

 

 

1,156

 

 

 

257

 

 

 

3,251

 

Unallocated and other

 

 

 

 

 

 

 

 

 

 

 

158

 

Net sales and other operating revenues

 

 

 

 

 

 

 

 

 

 

$

3,409

 

(1)
Beginning in fiscal 2023, the Company began allocating energy center revenue to the applicable segment’s revenue. The Company recast prior period financial information to conform to the new presentation.

Property, plant and equipment attributable to an individual country, other than the U.S. and China, were not material for disclosure. Property, plant and equipment information by individual country is summarized as follows:

 

 

Years Ended September 30

 

 

 

2023

 

 

2022

 

 

 

(In millions)

 

United States

 

$

588

 

 

$

524

 

China

 

 

356

 

 

 

333

 

Other countries

 

 

468

 

 

 

413

 

Total

 

$

1,412

 

 

$

1,270

 

79


REPORT OF INDEPENDENT REGISTEREDREGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors and Stockholders of Cabot Corporation

Boston, MassachusettsOpinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Cabot Corporation and subsidiaries (the “Company”"Company") as of September 30, 20172023 and 2016, and2022, the related consolidated statements of operations, comprehensive income, changes in stockholders’stockholders' equity, and cash flows, for each of the three years in the period ended September 30, 2017. These consolidated2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements arepresent fairly, in all material respects, the responsibilityfinancial position of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.Company as of September 30, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2023, in conformity with accounting principles generally accepted in the United States of America.

We conducted our auditshave also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States). (PCAOB), the Company's internal control over financial reporting as of September 30, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated November 22, 2023, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includesmisstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the 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 supportingregarding the amounts and disclosures in the financial statements. An auditOur audits also includes assessingincluded evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.

InCritical Audit Matter

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion suchon the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which it relates.

Commitments and Contingencies — CWP Respirator Liabilities — Refer to Note S to the consolidated financial statements present fairly,

Critical Audit Matter Description

The Company has exposure in all material respects,connection with a safety respiratory products business previously owned by one of its subsidiaries. The respirator liabilities involve claims for personal injury, including asbestosis, silicosis and coal worker’s pneumoconiosis (“CWP”).

We identified CWP respirator liabilities, which are part of the total respirator liabilities, as a critical audit matter because there is significant uncertainty related to the number of future claims and the estimate of the cost to resolve pending and future claims. Audit procedures around CWP respirator liabilities required a high degree of auditor judgment and an increased extent of effort and specialized skill, including the need to involve our actuarial specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to respirator liabilities included the following, among others:

80


We tested the effectiveness of controls over management’s review of the calculation of the CWP respirator liabilities, including the work performed by the Company’s tort liability consultants, and the assumptions and data utilized in the calculation.
We evaluated the method and assumptions used by management to estimate the CWP respirator liabilities by utilizing our actuarial specialists to assist with the calculation of an independent estimate of the CWP respirator liabilities, and comparing our estimate to the Company’s estimate.

We assessed the appropriateness of the disclosures in the financial position of Cabot Corporation and subsidiaries as of September 30, 2017 and 2016, andstatements.

Income Taxes – Domestic Deferred Tax Assets – Refer to Note Q to the results of their operations and their cash flows for each of the three years in the period ended September 30, 2017, in conformity with accounting principles generally accepted in the United States of America.consolidated financial statements

We have also audited, in accordance with the standards of the Public

Critical Audit Matter Description

The Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of September 30, 2017,determines deferred income taxes based on the criteriaestimated future tax effects of differences between financial statement carrying amounts and the tax bases of existing assets and liabilities. A valuation allowance is established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizationsfor deferred taxes when it is more likely than not that all or a portion of the Treadway Commission and our report dated November 22, 2017 expressed an unqualified opiniondeferred tax assets will not be realized, which is dependent upon the generation of future taxable income of applicable character.

During 2023 the Company reversed a portion of the valuation allowance that was recorded against its domestic net deferred tax assets. This reversal resulted in a non-cash income tax benefit of $152 million.

We identified the evaluation of the realizability of domestic net deferred tax assets, which are part of total net deferred tax assets, as a critical audit matter because performing audit procedures on the Company’s internal controlassessment of recoverability of domestic deferred tax assets required increased extent of effort and specialized skill, including the need to involve our income tax specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the realizability of the Company's domestic deferred tax assets included the following, among others:

We tested the effectiveness of controls over management's domestic deferred tax asset realizability assessment.
We evaluated the method and assumptions used by management to evaluate realizability of domestic net deferred tax assets by utilizing our income tax specialists to assist with the calculation of an independent estimate of the amount of domestic deferred tax assets that is recoverable, and comparing our estimate to the Company’s estimate.
We assessed the appropriateness of the disclosures in the financial reporting.statements.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

November 22, 20172023

87

We have served as the Company's auditor since 2007.

81


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors and Stockholders of Cabot Corporation

Boston, MassachusettsOpinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Cabot Corporation and subsidiaries (the “Company”) as of September 30, 2017,2023, based on criteria established in Internal Control—Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended September 30, 2023, of the Company and our report dated November 22, 2023, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control overOver Financial Reporting.Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the 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 audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) 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 (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of theits inherent limitations, of internal control over financial reporting including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be preventedprevent or detected on a timely basis.detect misstatements. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2017, based on the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended September 30, 2017 of the Company and our report dated November 22, 2017 expressed an unqualified opinion on those financial statements.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

November 22, 20172023

8882


PART II

Item  9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.

Controls and Procedures

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

Cabot carried out an evaluation, under the supervision and with the participation of its management, including the Company’s President and Chief Executive Officerits principal executive officer and its Executive Vice President and Chief Financial Officer,principal financial officer, of the effectiveness of the Company’s disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of September 30, 2017.2023. Based on that evaluation, Cabot’s President and Chief Executive Officerprincipal executive officer and its Executive Vice President and Chief Financial Officerprincipal financial officer concluded that the Company’s disclosure controls and procedures are effective with respect to the recording, processing, summarizing and reporting, within the time periods specified in the Securities and Exchange Commission’s rules and forms, of information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and such information is accumulated and communicated to management to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control Over Financial Reporting

Cabot’s management is responsible for establishing and maintaining adequate internal control over financial reporting for Cabot. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, a company’s principal executive and principal financial officers, and effected by the company’s board of directors, management and other personnel, 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 and includes those policies and procedures that:

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

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

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the 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 policies or procedures may deteriorate.

Cabot’s management assessed the effectiveness of Cabot’s internal control over financial reporting as of September 30, 20172023 based on the framework established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, Cabot’s management concluded that Cabot’s internal control over financial reporting was effective as of September 30, 2017.2023.

Cabot’s internal control over financial reporting as of September 30, 20172023 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report above.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s fiscal quarter ending September 30, 20172023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B.

Other Information

None.

Item 9B. Other Information

89(b). During our fiscal quarter ended September 30, 2023, none of our directors or officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) entered into, modified (as to amount, price or timing of trades) or terminated (i) contracts, instructions or written plans for the purchase or sale of our securities that are intended to satisfy the conditions specified in Rule 10b5-1(c) under the Exchange Act for an affirmative defense against liability for trading in securities on the basis of material nonpublic information or (ii) non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K).

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

None.

83


PART III

Item 10.

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance

Certain information regarding our executive officers is included at the end of Part I of this annual report under the heading “Executive Officers of the Registrant.“Information about our Executive Officers.

Cabot has adopted a Code of Business Ethics that applies to all of the Company’s employees and directors, including the Chief Executive Officer, the Chief Financial Officer, the Controller and other senior financial officers. The Code of Business Ethics is posted on our website, www.cabotcorp.com (under the “About Cabot” caption under “Company”). We intend to satisfy the disclosure requirement regarding any amendment to, or waiver of, a provision of the Code of Business Ethics applicable to the Chief Executive Officer, the Chief Financial Officer, the Controller or other senior financial officers by posting such information on our website.

The other information required by this item will be included in our Proxy Statement for the 20182024 Annual Meeting of Stockholders (“Proxy Statement”) and is herein incorporated by reference.

Item 11.

Executive Compensation

Item 11. Executive Compensation

The information required by this item will be included in our Proxy Statement and is incorporated herein by reference.

Item 12.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information relating to security ownership of certain beneficial owners of our common stock,Certain Beneficial Owners and information relating to the security ownership of our management required by this item will be included in our Proxy StatementManagement and is incorporated herein by reference.Related Stockholder Matters

The following table provides information as of September 30, 2017 about: (i) the number of shares of common stock that may be issued upon exercise of outstanding options and vesting of restricted stock units; (ii) the weighted-average exercise price of outstanding options; and (iii) the number of shares of common stock available for future issuance under our active plans: the 2017 Long-Term Incentive Plan and the 2015 Directors’ Stock Compensation Plan. All of our equity compensation plans have been approved by our stockholders.

Plan category

 

Number of securities to

be issued upon exercise

of outstanding options,

warrants and rights

(a)(1)

 

 

Weighted-average

exercise price of

outstanding option,

warrants and rights

(b)(2)

 

 

Number of securities remaining

available for future issuance under

equity compensation plans

(excluding securities reflected in

column (a))

(c)(3)

 

Equity compensation plans approved by security

   holders

 

 

2,151,090

 

 

$

43.76

 

 

 

5,926,731

 

Equity compensation plans not approved by

   security holders

 

N/A

 

 

N/A

 

 

N/A

 

(1)

Includes (i) 1,143,912 shares issuable upon exercise of outstanding stock options, (ii) 502,144 shares issuable upon vesting of time-based restricted stock units, (iii) 243,146 shares issuable upon vesting of performance-based restricted stock units based upon the achievement of the annual financial performance metrics for the three years within the three-year performance period of the fiscal 2015 awards, the first two years within the three-year performance period of the fiscal 2016 awards, and the first year within the three-year performance period of the fiscal 2017 awards; and (iv) 261,888 shares issuable upon vesting of the performance-based stock units attributable to year three of the 2016 awards and years two and three of the 2017 awards, assuming Cabot performs at the maximum performance level in each of those years. If, instead, Cabot performs at the target level of performance in those years, a total of 130,944 shares would be issuable for year three of the 2016 awards and years two and three of the 2017 awards.

(2)

The weighted-average exercise price includes all outstanding stock options but does not include restricted stock units which do not have an exercise price.

(3)

Of these shares, (i) 5,616,049 shares remain available for future issuance under our 2017 Long-Term Incentive Plan, and (ii) 310,682 remain available for future issuance under our 2015 Directors’ Stock Compensation Plan.

The other information required by this item will be included in our Proxy Statement and is incorporated herein by reference.

Item 13.

Certain Relationships and Related Transactions, and Director Independence

The information required by this item will be included in our Proxy Statement and is incorporated herein by reference.

Item 14.

Principal Accounting Fees and Services

The information required by this item will be included in our Proxy Statement and is incorporated herein by reference.

90Item 14. Principal Accounting Fees and Services

The information required by this item will be included in our Proxy Statement and is incorporated herein by reference.

84


PART IV

Item 15. Exhibits, Financial Statement Schedules

Item 15.

Exhibits, Financial Statement Schedules

(a)
Financial Statements.

(a)

Financial Statements.

See “Index to Financial Statements” under Item 8 of this Form 10-K.

(b)

Schedules.

(b)
Schedules.

The Schedules have been omitted since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto included in this Form 10-K.

(c)

Exhibits. (Certain exhibits not included in copies of the Form 10-K sent to stockholders.)

(c)
Exhibits. (Certain exhibits not included in copies of the Form 10-K sent to stockholders.)

The exhibit numbers in the Exhibit Index correspond to the numbers assigned to such exhibits in the Exhibit Table of Item 601 of Regulation S-K. Cabot will furnish to any stockholder, upon written request, any exhibit listed in the Exhibit Index, upon payment by such stockholder of the Company’s reasonable expenses in furnishing such exhibit.

Exhibit

Number

Description

3(a)

Restated Certificate of Incorporation of Cabot Corporation effective January 9, 2009 (incorporated herein by reference to Exhibit 3.1 of Cabot’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2008, file reference 1-5667, filed with the SEC on February 9, 2009).

3(b)

The By-laws of Cabot Corporation as amended January 8, 2016May 11, 2023 (incorporated herein by reference to Exhibit 3.13.2 of Cabot’s Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2015,June 30, 2023, file reference 1-5667, filed with the SEC on February 5, 2016)August 8, 2023).

4(a)(i)†

Indenture, dated as of December 1, 1987, between Cabot Corporation and The First National Bank of Boston, Trustee (the “Indenture”)(incorporated herein by reference to Exhibit 4(a)(i) of Cabot’s Annual Report on Form 10-K for its fiscal year ended September 30, 2017, file reference 1-5667, filed with the SEC on November 22, 2017).

4(a)(ii)†(i)

First Supplemental Indenture, dated as of June 17, 1992, to the Indenture.

4(a)(iii)

Second Supplemental Indenture, dated as of January 31, 1997, between Cabot Corporation and State Street Bank and Trust Company, Trustee (incorporated herein by reference to Exhibit 4 of Cabot’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 1996, file reference 1-5667, filed with the SEC on February 14, 1997).

4(a)(iv)(ii)

Third Supplemental Indenture, dated as of November 20, 1998, between Cabot Corporation and State Street Bank and Trust Company, Trustee (incorporated herein by reference to Exhibit 4.1 of Cabot’s Current Report on Form 8-K, dated November 20, 1998, file reference 1-5667, filed with the SEC on November 20, 1998).

4(a)(v)

Indenture, dated as of September 21, 2009, between Cabot Corporation and U.S. Bank National Association, as Trustee (incorporated herein by reference to Exhibit 4.1 of Cabot’s Registration Statement on Form S-3 ASR, Registration Statement No. 333-162021, filed with the SEC on September 21, 2009).

4(a)(vi)

Second Supplemental Indenture, dated as of July 12, 2012 between Cabot Corporation, as Issuer, and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto, supplementing the Indenture dated as of September 21, 2009 (incorporated herein by reference to Exhibit 4.1 of Cabot’s Current Report on Form 8-K dated July 9, 2012, file reference 1-5667, filed with the SEC on July 12, 2012).

4(a)(vii)

Indenture, dated as of September 15, 2016, between Cabot Corporation and U.S. Bank National Association, as Trustee (incorporated herein by reference to Exhibit 4.1 of Cabot Corporation’s Current Report on Form 8-K dated September 15, 2016, file reference 1-5667, filed with the SEC on September 15, 2016).

4(a)(viii)(iii)

First Supplemental Indenture, dated as of September 15, 2016, between Cabot Corporation and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto, supplementing the Indenture dated as of September 15, 2016 (incorporated herein by reference to Exhibit 4.2 of Cabot Corporation’s Current Report on Form 8-K dated September 15, 2016, file reference 1-5667, filed with the SEC on September 15, 2016).

10(a)4(a)(iv)

Credit Agreement,Second Supplemental Indenture, dated October 23, 2015, amongJune 20, 2019, between Cabot Corporation JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Citibank, N.A., Bank of America, N.A., Mizuho Bank, Ltd., TD Bank, N.A., and Wells FargoU.S. Bank National Association, including the form of Global Note attached as Annex A thereto supplementing the Indenture dates as of September 15, 2016 (incorporated by reference to Exhibit 4.1 of Cabot Corporation’s Current Report on Form 8-K dated June 20, 2019, file reference 1-5667, filed with the SEC on June 20, 2019).

4(a)(v)

Indenture, dated June 22, 2022, between Cabot Corporation and the other lenders party theretoU.S. Bank Trust Company, National Association (incorporated herein by reference to Exhibit 10(a)4.1 of Cabot’sCabot Corporation’s Current Report on Form 8-K dated June 22, 2022, file reference 1-5667, filed with SEC on June 22, 2022).

4(a)(vi)

First Supplemental Indenture, dated June 22, 2022, between Cabot Corporation and U.S. Bank Trust Company, National Association. including the form of Global Note attached as Annex A thereto, supplementing the Indenture dated as of

85


Exhibit

Number

Description

June 22, 2022 (incorporated herein by reference to Exhibit 4.2 of Cabot Corporation’s Current Report on Form 8-K dated June 22, 2022, file reference 1-5667, filed with SEC on June 22, 2022).

4(b)

Description of Cabot Securities (incorporated by reference to Exhibit 4(b) of Cabot Corporation’s Annual Report on Form 10-K for its fiscal year ended September 30, 2015,2019, file reference 1-5667, filed with the SEC on November 25, 2015)22, 2019).

91


Exhibit

Number

Description

10(a)

10(b)

Extension Agreement dated December 14, 2016 to the Credit Agreement, dated October 23, 2015,August 6, 2021, among Cabot Corporation, JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLS, Citigroup Global Markets Inc.,LLC, Citibank, N.A., Bank of America, N.A., Mizuho Bank, Ltd., TD Bank, N.A., and Wells Fargo Bank, National Association, and the other lenders party thereto (incorporated herein by reference to Exhibit 10.1 of Cabot’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2016,June 30, 2021, file reference 1-5667, filed with the SEC on February 7, 2017)August 9, 2021).

10(b)10(a)(i)*

Amendment No. 1, dated as of April 21, 2023, to Credit Agreement dated as of August 6, 2021, by and among Cabot Corporation, the designated borrowers, the lenders party thereto, and the Administrative Agent (incorporated herein by reference to Exhibit 10.1 of Cabot’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, file reference 1-5667, filed with the SEC on August 8, 2023).

10(a)(ii)

Amendment No. 2, dated as of July 27, 2023, to Credit Agreement dated as of August 6, 2021, by and among Cabot Corporation, the designated borrowers, the lenders party thereto, and the Administrative Agent (incorporated herein by reference to Exhibit 10.2 of Cabot’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, file reference 1-5667, filed with the SEC on August 8, 2023).

10(a)(iii)†

Amendment No. 3, dated as of October 4, 2023, to Credit Agreement dated as of August 6, 2021, by and among Cabot Corporation, the designated borrowers, the lenders party thereto, and the Administrative Agent.

10(b)

Credit Agreement, dated as of May 18, 2023, among certain subsidiaries of Cabot Corporation, guaranteed by Cabot Corporation, PNC Bank, National Association, ING Bank. N.V., Dublin branch, U.S. Bank National Association, and Mizuho Bank, Ltd. (incorporated herein by reference to Exhibit 10.3 of Cabot’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, file reference 1-5667, filed with the SEC on August 8, 2023).

10(c)*

2009 Long-Term Incentive Plan (incorporated herein by reference to Appendix B of Cabot’s Proxy Statement on Schedule 14A relating to the 2012 Annual Meeting of Stockholders, file reference 1-5667, filed with the SEC on January 30, 2012).

10(b)(ii)10(c)(i)*

2017 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.1 of Cabot’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017, file reference 1-5667, filed with the SEC on May 8, 2017).

10(b)(iii)10(c)(ii)*

Amended and Restated 2017 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.1 of Cabot’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, file reference 1-5667, filed with the SEC on May 5, 2021).

10(c)(iii)*

2015 Directors’ Stock Compensation Plan (incorporated herein by reference to Appendix B of Cabot’s Proxy Statement on Schedule 14A relating to the 2015 Annual Meeting of Stockholders, file reference 1-5667, filed with the SEC on January 28, 2015).

10(b)(iv)10(c)(vi)*

Cabot Corporation 2018 Short-Term Incentive Compensation Plan (incorporated herein by reference to Appendix B of Cabot Corporation’s Proxy Statement on Schedule 14A relating to the 2016 Annual Meeting of Stockholders, file reference 1-5667, filed with the SEC on January 28, 2016).

10(c)*

Summary of Compensation for Non-Employee Directors (incorporated herein by reference to Exhibit 10.310.1 of Cabot’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2016,2018, file reference 1-5667, filed with the SEC on February 7, 2017)8, 2019).

10(d)*

Cabot Corporation Amended and Restated Senior Management Severance Protection Plan, dated March 9, 2012 (incorporated herein by reference to Exhibit 10.5 of Cabot’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012, file reference 1-5667, filed with the SEC on May 7, 2012).

86


Exhibit

Number

Description

10(e)*

10(e)*

Form of Performance-Based Restricted Stock Unit Award Certificate under the Cabot Corporation 2017 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.110(e) of Cabot Corporation’s QuarterlyCabot’s Annual Report on Form 10-Q10-K for the quarterly periodits fiscal year ended JuneSeptember 30, 2017,2018, file reference 1-5667, filed with the SEC on August 7, 2017)November 21, 2018).

10(f)*

Form of Time-Based Restricted Stock Unit Award Certificate under the Cabot Corporation 2017 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.210(f) of Cabot Corporation’s QuarterlyCabot’s Annual Report on Form 10-Q10-K for the quarterly periodits fiscal year ended JuneSeptember 30, 2017,2018, file reference 1-5667, filed with the SEC on August 7, 2017)November 21, 2018).

10(g)*

Form of Stock Option Award Certificate under the Cabot Corporation 2017 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.310(g) of Cabot Corporation’s QuarterlyCabot’s Annual Report on Form 10-Q10-K for the quarterly periodits fiscal year ended JuneSeptember 30, 2017,2018, file reference 1-5667, filed with the SEC on August 7, 2017)November 21, 2018).

10(h)*

Form of Amendment of outstanding Time-Based Restricted Stock Units, Performance-Based Restricted Stock Units and Stock Options issued under the Cabot Corporation Amended and Restated 2017 Long-Term Incentive Plan.

10(i)*†

Form of Time-Based Restricted Stock Unit Award Certificate under the Cabot Corporation Amended and Restated 2017 Long-Term Incentive Plan.

10(j)*†

Form of Performance-Based Restricted Stock Unit Award Certificate under the Cabot Corporation Amended and Restated 2017 Long-Term Incentive Plan.

10(k)*†

Form of Stock Option Award Certificate under the Cabot Corporation Amended and Restated 2017 Long-Term Incentive Plan.

10(l)*

Cabot Corporation Deferred Compensation and Supplemental Retirement Plan, amended and restated January 1, 2014 (incorporated herein by reference to Exhibit 10.1 of Cabot’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2013, file reference 1-5667, filed with the SEC on February 6, 2014).

10(i)10(m)*

Cabot Corporation Non-Employee Directors’ Deferral Plan, amended and restated January 1, 2014 (incorporated herein by reference to Exhibit 10.2 of Cabot’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2013, file reference 1-5667, filed with the SEC on February 6, 2014).

21†10(n)*

Offer Letter dated February 12, 2021, between Cabot Corporation and Jeff Zhu, as amended by letter agreement dated February 4, 2021 (incorporated by reference to Exhibit 10.1 of Cabot’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2020, file reference 1-5667, filed with the SEC on February 5, 2021).

10(o)*

Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10(k) of Cabot’s Annual Report on Form 10-K for its fiscal year ended September 30, 2022, file reference 1-5667, filed with the SEC on November 23, 2022).

21†

Subsidiaries of Cabot Corporation.

23†

Consent of Deloitte & Touche LLP.

31(i)†

Certification of Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.

31(ii)†

Certification of Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.

32††

Certifications of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350.

101.INS†

Inline XBRL Instance Document.Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

101.SCH†

Inline XBRL Taxonomy Extension Schema Document.

87


Exhibit

Number

Description

101.CAL†

101.CAL†

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

92


Exhibit

Number

Description

101.DEF†

101.DEF†

Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB†

Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE†

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104†

Cover Page Interactive Data File (embedded within the Inline XBRL document).

*

Management contract or compensatory plan or arrangement.

Filed herewith.

††

Furnished herewith.

93* Management contract or compensatory plan or arrangement.

† Filed herewith.

†† Furnished herewith.

Item 16. Form 10-K Summary

None.

88


SIGNATURES

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

CABOT CORPORATION

BY:

BY:

/S/ SEAN D. KEOHANE

Sean D. Keohane

President and Chief Executive Officer

Date: November 22, 20172023

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

Signatures

Title

Date

/s/ SEAN D. KEOHANE

Director, President and

November 22, 20172023

Sean D. Keohane

Chief Executive Officer

/s/ EDUARDO E. CORDEIROERICA MCLAUGHLIN

Executive Vice President and

November 22, 20172023

Eduardo E. CordeiroErica McLaughlin

Chief Financial Officer

(principal financial officer)

/s/ JAMES P. KELLYLISA M. DUMONT

Vice President and Controller

November 22, 20172023

James P. KellyLisa M. Dumont

(principal accounting officer)

/s/ JOHN F. O’BRIENMICHAEL M. MORROW

Director, Non-Executive

November 22, 20172023

John F. O’BrienMichael M. Morrow

ChairmanChair of the Board

/s/ CYNTHIA A. ARNOLD

Director

November 22, 2023

Cynthia A. Arnold

/s/ DOUGLAS DEL GROSSO

Director

November 22, 2023

Douglas Del Grosso

/s/ JUAN ENRIQUEZ

Director

November 22, 20172023

Juan Enriquez

/s/ WILLIAM C. KIRBY

Director

November 22, 20172023

William C. Kirby

/s/ RODERICK C.G. MACLEODRAFFIQ NATHOO

Director

November 22, 20172023

Roderick C.G. MacLeodRaffiq Nathoo

/s/    JOHN K. MCGILLICUDDY

Director

November 22, 2017

John K. McGillicuddy

/s/    MICHAEL M. MORROW

Director

November 22, 2017

Michael M. Morrow

/s/   PATRICK M. PREVOST

Director

November 22, 2017

Patrick M. Prevost

/s/ SUE H. RATAJ

Director

November 22, 20172023

Sue H. Rataj

/s/ MICHELLE E. WILLIAMS

Director

November 22, 2023

Michelle E. Williams

/s/ FRANK A. WILSON

Director

November 22, 2023

Frank A. Wilson

/s/ MATTHIAS L. WOLFGRUBER

Director

November 22, 20172023

Matthias L. Wolfgruber

/s/ MARK S. WRIGHTONCHRISTINE Y. YAN

Director

November 22, 20172023

Mark S. WrightonChristine Y. Yan

9489