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, 20172019

or

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

For the transition period fromtofromto

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 1300

 

Boston, Massachusetts

02210

(Address of Principal Executive Offices)

(Zip Code)

 

Registrant’s telephone number, including area code: (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.

Yes  No  

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes  No  

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

Indicate by check mark whether the registrant has submitted electronically 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).Yes  No  

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 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)2019), the aggregate market value of the Registrant’s common stock held by non-affiliates was $3,706,582,334.$2,411,701,500. As of November 17, 2017,18, 2019, there were 61,949,64656,977,900 shares of the Registrant’s common stock outstanding.

Portions of the Registrant’s definitive proxy statement for its 20182020 Annual Meeting of Shareholders are incorporated by reference into Part III of this report.

 

 

 


TABLE OF CONTENTS

 

PART I

 

 

 

ITEM 1.

Business

3

 

 

 

ITEM 1A.

Risk Factors

10

 

 

 

ITEM 1B.

Unresolved Staff Comments

16

 

 

 

ITEM 2.

Properties

1617

 

 

 

ITEM 3.

Legal Proceedings

1819

 

 

 

ITEM 4.

Mine Safety Disclosures

1920

 

PART II

 

 

 

ITEM 5.

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

2122

 

 

 

ITEM 6.

Selected Financial Data

2123

 

 

 

ITEM 7.

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

2527

 

 

 

ITEM 7A.

Quantitative and Qualitative Disclosures About Market Risk

4243

 

 

 

ITEM 8.

Financial Statements and Supplementary Data

4344

 

 

 

ITEM 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

8993

 

 

 

ITEM 9A.

Controls and Procedures

8993

 

 

 

ITEM 9B.

Other Information

8993

 

PART III

 

 

 

ITEM 10.

Directors, Executive Officers and Corporate Governance

9094

 

 

 

ITEM 11.

Executive Compensation

9094

 

 

 

ITEM 12.

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

9094

 

 

 

ITEM 13.

Certain Relationships and Related Transactions, and Director Independence

9094

 

 

 

ITEM 14.

Principal Accounting Fees and Services

9094

 

PART IV

 

 

 

ITEM 15.

Exhibits, Financial Statement Schedules

9195

ITEM 16.

Form 10-K Summary

98

 

 

Signatures

9499

 

2


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 growth and cash return to shareholders; segment growth;the assumptions underlying our growth expectations; demand for our products; when we expect construction of our new fumed silica plantsplant in Wuhai, China and Carrollton, Kentucky andto be completed; when we expect to begin delivering product from the expansion of our infrastructure improvement and mining projectplant in Cilegon, Indonesia; when we expect production of specialty carbons to begin at our minenew facility in Manitoba, Canada to be completed;Jiangsu Province, China; 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 capital expenditures; 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; exposure to interest rate and foreign exchange risk; future benefit plan payments we expect to make; future amortization expenses; the amount and timing of the loss we expect to recognize upon the settlement of liabilities under our expectedU.S. pension plan; the impact we expect tax rate for fiscal 2018;reform legislation in the U.S. to have on our future after-tax earnings and tax rate; our ability to recover deferred tax assets; 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”).

 

 

PART I

Item 1.

Business

General

Cabot is a global specialty chemicals and performance materials company headquartered in Boston, Massachusetts. Our principal products are rubber and specialty grade carbon blacks, specialty compounds, 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 in our markets – delivering performance that makes a difference. Our “advancing the core” corporate strategy is to extend our leadership in performance materials by investing for growth in our core businesses, driving application innovation with our customers, and generating strong cash flows through efficiency and optimization. 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.

OurThrough June 28, 2019, our business was organized into four business segments are:reportable segments: Reinforcement Materials; Performance Chemicals; Purification Solutions; and Specialty Fluids. TheWe divested our Specialty Fluids business as of June 28, 2019 and since that time have been organized into the three remaining segments. We routinely evaluate our portfolio in light of our growth strategy and will continue to evaluate strategic options for our Purification Solutions segment. Our business segments are discussed in more detail later in this section. Financial information about our business segments appears in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 below (“MD&A”) and in Note S of our Notes to the Consolidated Financial Statements in Item 8 below (“Note S”).

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 structure and surface chemistry, resulting in many different performance characteristics for a wide variety of applications. Rubber grade carbon blacks are used to enhance the physical properties of the systems and applications in which they are incorporated.

Our rubber blacks products are used in tires and industrial products. Rubber blacks 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 blacks 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, we manufacture compounds of carbon black and rubber using our patented elastomer composites manufacturing process. These compounds improve abrasion/wear resistance, reduce fatigue of rubber parts and reduce rolling resistance compared to carbon black/rubber compounds made by conventional dry mix methods.

Sales and Customers

Sales of rubber blacks products are made by Cabot employees and through distributors and sales representatives. Sales to threesix 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 and, in some cases, changes in other relevant costs (such as the cost of natural gas). In fiscal 2017,2019, approximately half of our rubber blacks 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 receive quarterly royalty payments extending through calendar year 2022.

Much of the rubber blacks 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 have been less subject to automotive industry cycles.

Competition

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

Raw Materials

The principal raw material used in the manufacture of carbon black 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. 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 feedstock 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 blacks 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 black plant in Venezuela.

4


The following table shows our ownership interest as of September 30, 20172019 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

 

98% (consolidated subsidiary)

Valencia, Venezuela

 

49% (equity affiliate)

 

During fiscal 2019, we began engineering work on an expansion of our Cilegon, Indonesia plant, which will add approximately 90,000 metric tons of capacity to our network. We anticipate that product from this expansion will be available for sale starting in 2021.

Performance Chemicals

Our Performance Chemicals reporting segment is composed oforganized into two businesses: (i) our Specialty CarbonsPerformance Additives business and Formulationsour Formulated Solutions business. Our Performance Additives business which manufactures and sellscombines our specialty grades of carbon black, fumed metal oxides and aerogel product lines, and our Formulated Solutions business combines our specialty compounds and inkjet colorants, and (ii) our Metal Oxides business, which manufactures and sells fumed silica, fumed alumina and dispersions thereof and aerogel. product lines.

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. Our focus areas for growth include carbon additives and other materials for battery applications, inks and dispersions for packaging applications, and conductive compounds for various plastics applications.

Products

Specialty Carbons and FormulationsPerformance Additives Business

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 black 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, 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 black mixed with polymers and other additives. These products are generally used by plastic resin producers and converters in applications for the automotive, industrial, packaging, 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 reduce risks associated with electrostatic discharge in plastics applications.

Our inkjet colorants are high-quality pigment-based black and color dispersions based on our patented carbon black surface modification 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 commercial printing, small office/home office 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.

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. 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.

Formulated Solutions Business

Our masterbatch and conductive compound products, which we refer to as “specialty compounds”, are formulations derived from specialty grades of carbon black 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.

5


Our inkjet colorants are high-quality pigment-based black and color dispersions based on our patented carbon black surface modification 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 commercial printing, small office/home office and corporate office, 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 digital print.

Sales and Customers

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 product line, sales under long-term contracts with two customers have accounted for a substantial portion of the 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 twofour companies that operate globally and numerous other companies that operate regionally, a number of which export product outside their region. We compete with several companies that produce specialty compounds. 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. For specialty compounds, competition is fragmented and 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.

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 black 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. These raw material costs generally are influenced by the availability of various types of carbon black feedstock 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. The primary raw materials used for our specialty compounds include carbon black, primarily sourced from our carbon black plants, 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.

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, 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.

The 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 black primarily in China, the Netherlands and the U.S. 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, 20172019 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)

6


 

We are investing for growth in our core businesses with a number of capacity expansion projects. In November 2017,September 2018, we acquired NSCC Carbon (Jiangsu) Co., Ltd. from Nippon Steel Carbon Co., Ltd., a subsidiary of Nippon Steel Chemical & Material Co., Ltd., adding to our portfolio a 50,000-metric ton facility in Pizhou, Jiangsu Province, China. We plan to modify this facility to produce specialty carbons, and expect production to begin in 2021. In addition, during fiscal 2018, 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 itsThe acquisition added a manufacturing facility in Saint-Jean-sur-Richelieu, Québec, Canada.Canada to our manufacturing network. In June 2019, we acquired certain intangible assets from a leading masterbatch producer in Asia, which extends our global footprint in black masterbatch.

We also continue to expand our fumed silica manufacturing capacity. Duringcapacity, with new plants in Wuhai, China and Carrollton, Kentucky, U.S. In fiscal 2016,2019, we entered into an agreement with Inner Mongolia Hengyecheng Silicone Co., Ltd (“HYC”) to build a fumed silica manufacturingcompleted construction and began operations at our 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 theconstruction of our facility in Carrollton, which is adjacent to DowDuPont’s existing silicone monomer 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 2019.2020.

6


Purification Solutions

Products

Activated carbon is a porous material consisting mainly 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 products are used for the purification of water, air, food and beverages, pharmaceuticals and other liquids and gases, as either a colorant or a decolorizing agent 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. Some of our sales of activated carbon are made under annual contracts or longer-term agreements, particularly in mercury removal applications.

Competition

We are one of the leading manufacturers of activated carbon in the world. We compete in the manufacture of activated carbon 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 commercial strengths include 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.quality.

Raw Materials

The principal raw materials we use in the manufacture of activated carbon are various forms of coal, including lignite, wood and other carbonaceous materials, which are, in general, readily available and we believe we have 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.

7


Operations

We own, or have a controlling interest in, and operate plants that produce activated carbon in Italy, the Netherlands, the United KingdomU.K. and the U.S. Our affiliates operateWe also have joint venture interests in activated carbon plants in Canada and Mexico.Mexico, and a reactivation plant in Singapore. The following table shows our ownership interest as of September 30, 20172019 in activated carbon operations in which we own less than 100%:

 

Location

 

Percentage Interest

Estevan, Saskatchewan, Canada

 

50% (contractual joint venture)

Atitalaquia, Hidalgo, Mexico

Republic of Singapore

 

49% (equity affiliate)

35% (equity affiliate)

 

Specialty Fluids

ProductsWe divested our Specialty Fluids business on June 28, 2019. Refer to Note D of the Notes to our Consolidated Financial Statements for the terms of this transaction.

Our Specialty Fluids segment producesproduced and marketsmarketed a range of cesium products that includeincluded 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 ofWe sold 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 rentrented cesium formate to our customers for use in drilling operations on a short-term basis and on occasion makemade direct sales of cesium formate outside of the rental process. After completion of a job under our rental process, the customer returnsreturned the remaining fluid to Cabot and it iswas reprocessed for use in subsequent well operations. Any fluid that is lost during use andwas not returned to Cabot iswas 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, 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 fluids 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 inventory to customers’ drilling operations. 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),. Prior to our sale of whichthis business we own, at our mine in Manitoba, Canada,owned a substantial portion of the world’s known reserves. In November 2015, we completed a development projectreserves of cesium ore at theour mine and in September 2017, we commenced work on an infrastructure improvement and mining project that we expect to complete in late fiscal year 2018. We believe we have sufficient raw material to enable us to continue to supply cesium products for the foreseeable future, based on our anticipated consumption. We are assessing options to access additional reserves in the mine, various technologies to augment our cesium supply and alternative sources of ore as demand for our cesium products warrants.Manitoba, Canada.

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

Operations

Our mine and cesium formate and fine cesium chemical manufacturing facility arewere located in Manitoba, Canada, and we havehad fluid blending and reclamation facilities in Aberdeen, Scotland and in Bergen, Norway. In addition, we warehousewarehoused 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.

Seasonality

Our businesses are generally not seasonal in nature, although we may experience some regional seasonal declines during holiday periods and some weather-related seasonality in Purification Solutions.

Backlog

We do not consider backlog to be a significant indicator 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, we believe that backlog information is not material to understanding our overall business and is not a reliable indicator of our ability to achieve any particular level of revenue or financial performance.

8


Employees

As of September 30, 2017,2019, we had approximately 4,500 employees. Some of our employees in the U.S. and abroad are covered by collective bargaining or similar agreements. We believe that our relations with our employees are generally satisfactory.

Research and Development8


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, China to support our applications development and customer collaboration efforts in the region. Our expenditures for research and technical service activities generally are spread among our businesses and are shown in the Consolidated Statements of Operations. Further discussion of our research and technical expenses incurred in each of our last three fiscal years appears in MD&A in Item 7 below.

Safety, Health and Environment (��(“SH&E”)

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.) During the next several years, as remediation of various environmental sites is carried out, we expect to spend against our $12$13 million environmental reserve for costs associated with such remediation. 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 $4126 million in environmental-related capital expenditures at existing facilities in fiscal 2017.2019. We anticipate spending approximately $54$58 million for such matters in fiscal 2018,2020, a significant portion of which will be for the installation of technology controls for sulfur dioxideair pollution control equipment and nitrogen oxide emissionswastewater infrastructure improvements 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, Environment, and Environmental AffairsSustainability Committee. The Committee, which is comprised of a majority of independent directors, meets four times a yearregularly and provides oversight and guidance to Cabot’soversees aspects of our sustainability program, including safety, health, and environmental management programs.performance, process safety, security, product stewardship, community engagement and governmental affairs. In particular, the Committee reviews Cabot’s environmental reserve, safety, healthmetrics, audit results, emerging trends, overall performance, risks and environmental risk assessmentopportunity assessments and management processes related to our safety, health, 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.sustainability program.

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.

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REACH (Registration, Evaluation and Authorization of Chemicals), 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 thanof one metric ton a year.year or more. Manufacturers or importers of these chemical substances are required to submit specified health, safety, risk and use information about the substance to the European Chemical Agency.Agency (“ECHA”). We have completed all required registrations under REACH to date and will continueupdate registration dossiers as needed. Under the evaluation portion of REACH, ECHA and EU member states assess the information submitted in registration dossiers and testing proposals to completedetermine whether the registrations under REACHsubstances are safe for our productsuse. Silica is currently being evaluated and carbon black is scheduled for review in accordance with future registration deadlines. We will also continue to work with the manufacturers and importers of our raw materials, including our feedstocks, to ensure their registration prior to the applicable deadlines.2022. In addition, the EC recommended definition of nanomaterial is under reviewworking on re-defining nanomaterial. ECHA is developing guidance on nanomaterials and an updated definition may be included in existing and future regulations. This definition, which may be used in the EU to identify materialsadditional requirements for which special provisions such as risk assessment and ingredient labeling may be required, couldnanomaterials that apply to many of our existing products, including carbon black, fumed silica, inkjet pigments and fumed alumina. Country-specific nanomaterial reporting programs have been implemented in some countries and are being developed by others. We will continue to monitor and address these requirements.

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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, 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 those manufacturing processes. TheIn Europe, the EU Emission Trading Scheme applies to our four carbon black facilities and one activated carbon facility in Europe.facility. In China, two of our carbon black facilities are participatingparticipate in regional pilot greenhouse gas emissions trading programs associated with the development of a national trading program. The national program which we anticipate will be more fully definedwas implemented on a limited scale in fiscal 2018.2018 and 2019, with broader applicability expected in 2020. In Canada, our carbon black manufacturing facility was subject to the Province of Ontario’s emissions trading program, which was eliminated in 2018. That facility is now subject to the backstop Canadian carbon tax program. In Mexico, our carbon black facility is subject to the greenhouse gas emissions trading program that began in calendar year 2017.recently approved cap and trade pilot program. 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 pay any incurred taxes or purchase emission credits, where necessaryas needed, to respond to any 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. Increasing regulatory programs associated with greenhouse gas emissions and concerns regarding climate change could increase our operational costs in the future.

A number of organizations and regulatory agencies have become increasingly focused on the issue of water scarcity and water quality, particularly in certain geographic regions. We are engaged in various activities to promote water conservation and wastewater recycling. 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 Operations

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.

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As Further, we operate in a chemical manufacturing company,highly competitive marketplace. Our ability to compete successfully depends in part upon our operations are subjectability to operational risksmaintain a superior technological capability and have the potential to cause environmentalcontinue to identify, develop and commercialize new and innovative, high value-added products for existing and future customers. Increased competition from existing or other damagenewly developed products offered by our competitors or companies whose products offer a similar functionality as well as personal injury, which could adversely affect our business, results of operations and cash flows.

The operation of a chemical manufacturing business as well as the sale and 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, 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 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, mechanical failures or unscheduled downtime. If operational risks materialize, theyand could result in injury or loss of life, damage to the environment, or damage to property.be substituted for our products, may negatively affect demand for our products. In addition, the occurrence of material operating problems atactions by our facilities or a disruption incompetitors could impair 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.

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.

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 increasemaintain or raise prices, successfully enter new markets or maintain or grow our uncollectible receivables and could affect our future results and financial condition.market position.

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

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 may impact the prices of our feedstocks. For example, the International Maritime Organization regulation known as MARPOL will further restrict the sulfur emissions for the shipping industry beginning January 1, 2020. This has impacted the prices and could impact the availability of certain fuel oils we use as feedstock for our products.

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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 and raw material costs can also negatively impact our financial results, as such changes can negatively affect the returns we receive on 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 margins.

In addition, we obtain certain of our raw materials from selected key suppliers. Although we maintain raw material inventory, if any of these 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 relationship or the failure of a customer 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 half of our growth expectations from developing new products or product applications. Moreover, we cannot be certain thattotal rubber blacks 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, any deterioration in the timely commercializationfinancial condition of productsany of our customers that we are developing may be disrupted or delayed by manufacturing or other technical difficulties, market acceptance or insufficient market sizeimpairs our customers’ ability to support a new product, competitors’ new products,make payments to us also could increase our uncollectible receivables and difficulties in moving from the experimental stage to the production stage. These disruptions or delays 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.

Sales outside of the U.S. constituted a majority of our revenues in fiscal 2017.2019. We conduct business in several countries that have less stable legal systems and financial markets, and potentially more corrupt business environments than the U.S. Our operations in some countries are subject to the following risks: changes in the rate of economic growth; unsettled political or economic conditions; non-renewal of operating 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; 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.

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The Chinese government has, from time to time, curtailed manufacturing operations, without notice, in industrial regions out of growing concern over air quality. The timing and length of these curtailments are difficult to predict and, at times, are 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 may be subject to these curtailments. These events could negatively impact the Company’sour results of operations and cash flows both during and after the period of any curtailment affecting the Company’sour operations.

We face competition from other specialty chemical companies.Operational Risks

We operate in a highly competitive marketplace. Our abilityoperations and products are subject to compete successfully depends in part uponextensive safety, health and environmental requirements, which could increase our costs and/or impair our ability to maintain a superior technological capabilitymanufacture and sell certain products.

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 and other permits for constructing any new facilities and operating all of our existing facilities. Environmental regulatory changes and restrictions could impose constraints on our operations, and threaten our competitive position. In addition, in certain geographic areas, our carbon black and activated carbon 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. Costs of complying with regulations could increase as concerns related to greenhouse gases and climate change continue to identify, developemerge. The enactment of new environmental laws and commercialize newregulations 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. (See “Legal Proceedings” in Item 3 below). We attempt to offset the effects of these compliance costs through price increases, productivity improvements and innovative, high value-added products for existingcost reduction efforts. Success in offsetting any such increased regulatory costs is largely influenced by competitive and future customers. Increased competition from existing or newly developed products offeredeconomic conditions and could vary significantly depending on the segment served. Such increases may not be accepted by our competitorscustomers, may not be sufficient to compensate for increased regulatory costs or companies whose products offer a similar functionality asmay decrease demand for our products and our volume of sales.

In order to secure and maintain the right to produce or sell our products, we must satisfy product related regulatory requirements in different jurisdictions. Obtaining and maintaining these approvals requires a significant amount of product testing and data, and there is no certainty these approvals will be obtained.

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 substituted forrequired 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. In addition, chemicals that are currently classified as non-hazardous may be classified as hazardous in the future, and our products may negativelyhave characteristics that are not recognized today but may be found in the future to impair human health or to be carcinogenic.

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As a chemical manufacturing company, our operations are subject to operational risks and have the potential to cause environmental or other damage as well as personal injury, which could adversely affect demand for our products.business, results of operations and cash flows.

The operation of a chemical manufacturing business as well as the sale and 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, 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 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, mechanical failures or unscheduled downtime. In addition, actions byat our competitorslignite mine, we have 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. If operational risks materialize, they could affectresult in injury or loss of life, damage to the environment, or damage to property, including mineral properties. In addition, the occurrence of material operating problems at our ability to maintainfacilities or raise prices, successfully enter new marketsa disruption in our supply chain or maintain or grow our market position.

Litigation or legal proceedings could exposedistribution operations may result in loss of production, which, in turn, may make it difficult for us to significant liabilitiesmeet customer needs. Accordingly, these events and thustheir consequences could negatively impact our results of operations and cash flows, both during and after the period of operational difficulties, and could harm our reputation.

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

As more fully describedAt 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 disruptions or curtailments in “Legal Proceedings” in Item 3 below, we are a partyfence-line partner’s production facilities that impacts their ability to supply us with raw materials 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 activitiestake our manufacturing by-products could adversely affectdisrupt our financial resultsmanufacturing operations or cause our resultsus to differ materially from those expressed or forecasted in any forward-looking statements.

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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 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. Dueincreased operating costs 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 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.

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 which could impact our future tax rates and net income.

Our future tax rates may be adversely affected by a number of factors, including: future 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 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 ofmitigate such tax laws. Losses for which no tax benefits can be recorded could materially impact our tax rate and its volatility from one quarter to another.disruption.

Information technology systems failures, data security breaches or network disruptions could compromise our information, 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 proceedings and potential liability for us, and damage to our reputation, and could otherwise harm our business and our results of operations.

OurNatural disasters could affect our operations and financial results.

We operate facilities in areas of the world that are subjectexposed to extensive safety, healthnatural hazards, such as floods, windstorms, hurricanes, and environmental requirements, whichearthquakes. Extreme weather events present physical risks that may become more frequent as a result of factors related to climate change. Such events could increasedisrupt our costs and/supply of raw materials or reduce our profit.

Our ongoing operations are subject to extensive federal, state, localotherwise affect production, transportation 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 alldelivery of our existing facilities. In addition, in certain geographic areas,products or affect demand for 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. products.

13


Technology Risks

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 bysuccessful achieving our customers,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 sufficientsuccessful 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. 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 compensate for increased regulatory costs or may decrease demand for oursupport 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 volume of sales. (See “Legal Proceedings” in Item 3 below).

14


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. 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.

The elimination of tariffs placed on U.S. imports of Chinese activated carbon, or their failure to adequately address the impact of low-priced imports from China, could have a material adverse effect on our Purification Solutions segment.

Purification Solutions faces competition in the U.S. from low-priced imports of activated carbon products. If the amounts of these low-priced imports increase, especially if they are sold at less than fair value, our sales of competing products could decline, which could have an adverse effect on the earnings of Purification Solutions. In addition, sales of these low-priced imports may negatively impact 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 could have an adverse effect on our Purification Solutions business.

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.results.

The continued protection of our patents, trade secrets and other proprietary intellectual property rights are 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 may incur asset impairment charges related to acquisitions or divestitures that reduce earnings.

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 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, in the case of capacity 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 form strategic business alliances.

14


Financial Risks

Negative or uncertain worldwide or regional economic conditions or trade relations 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.

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, current tensions in the U.S.-China trade relationship have led to the implementation by both countries of higher tariffs on imported goods from the other. The uncertainty created by these trade tensions has negatively affected the buying behavior of our customers, lowering industry demand and creating a more competitive pricing environment for our products. If there is no satisfactory progress on trade negotiations between the countries, there could be further adverse implications on our businesses and operating results in both the U.S. and China. For instance, we may encounter unexpected operating difficulties in China, more restrictive investment opportunities in China, greater difficulty transferring funds, or negative currency impacts. Further, the cost of our capital projects may be higher than anticipated because of these trade tariffs.

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 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.

Our tax rate is dependent upon a number of factors, a change in any of which could impact our future tax rates and net income.

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. For example, we expect recent changes in tax rates in Switzerland will increase our tax rate going forward. 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 operate facilitiesearn revenues, pay expenses, own assets and incur liabilities in areascountries using currencies other than the U.S. dollar. In fiscal 2019, 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 world thatU.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. 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 natural hazards, suchadverse changes in interest rates. We manage both these risks through normal operating and financing activities and, when deemed appropriate, through the use of derivative instruments as floods, windstorms, hurricanes,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 earthquakes. Such eventsinterest 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.

15


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 disruptharm our supply of raw materials or otherwise affect production, transportationfinancial condition.

We have entered into forward foreign currency contracts and deliverycross-currency swaps as part of our productsfinancial 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 affect demand for our products.adequately address a financial risk.

15


Item 1B.

UnresolvedUnresolved Staff Comments

None.

16


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, Louisiana

 

X

 

X

 

 

Ville Platte, Louisiana

 

X

 

 

 

 

Billerica, Massachusetts

X

 

X

 

X

 

X

Haverhill, Massachusetts

 

 

 

X

 

 

Midland, Michigan

 

 

 

X

 

 

Pryor, Oklahoma

 

 

 

 

 

X

Marshall, Texas

 

 

 

 

 

X

Pampa, Texas

 

X

 

X

 

 

Campana, Argentina

 

X

 

 

 

 

Maua, Brazil

 

X

 

X

 

 

Sao Paulo, Brazil*(1)

 

X

 

X

X

X

Lac du Bonnet, Manitoba, Canada**

 

X

Saint-Jean-sur-Richelieu, Québec, Canada

 

 

 

X

 

 

Sarnia, Ontario, Canada

 

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, Germany

 

 

 

X

 

 

Ravenna, Italy (2 plants)

 

X

 

 

 

X

Riga, Latvia*(1)

 

X

 

X

 

X

X

Bergen, Norway*

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

17


Location by Region

 

Reinforcement

Materials

 

Performance

Chemicals

 

Purification

Solutions

Specialty Fluids

Asia Pacific Region

 

 

 

 

 

 

Jiangsu Province, China**

X

 

 

Jiangxi Province, China**

 

 

 

X

 

 

Tianjin, China**

 

X

 

X

 

 

Shanghai, China*(1)

X

 

X

 

X

 

X

Shanghai, China** (plant)

 

X

 

 

 

 

Xingtai City, China**

 

X

 

 

 

 

Wuhai, China**

X

 

 

Mumbai, India*

 

X

 

X

 

X

Cilegon, Indonesia**

 

X

 

 

 

 

Jakarta, Indonesia*(1)

X

 

X

 

X

 

X

Chiba, Japan

 

X

 

 

 

 

Shimonoseki, Japan**

 

X

 

 

 

 

Tokyo, Japan*(1)

X

 

X

 

X

 

X

Port Dickson, Malaysia**

 

X

 

 

 

 

 

(1)

Business service center

*

Leased premises

**

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, Germany; 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.

1718


Item  3.

Cabot is a party in various lawsuits and environmental proceedings wherein substantial amounts are claimed. The following is a description of the significant proceedings pending on September 30, 2017,2019, unless otherwise specified.

Environmental Proceedings

In November 2013, Cabot entered into a Consent Decree with the EPAU.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 is 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 $100175 million and $150200 million and will be incurred through calendar year 2021. Continental Carbon2022. To date, we have spent approximately $74 million to install these controls. All carbon black manufacturers in the U.S. have settled with the EPA onand will be installing similar terms in 2015. It is expected that other carbon black manufacturers will also settle with the EPA on similar terms.technology controls.

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. CabotEPA under which we installed a groundwater treatment system at the site in the early 1990s, and that system is stillwhich remains in operation. WeMore recently, 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.site. 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, 2017,2019, we had a $1213 million reserve for environmental remediation costs at various sites. The operation and maintenance component of this reserve was $4$4 million. The $1213 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 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, 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 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”).

1819


As of both September 30, 20172019 and 2016,2018, there were approximately 37,000 and 38,00035,000 claimants respectively, in pending cases asserting claims against AO in connection with respiratory products. The vast majority of these claims have been pending for more than 10 years with little or no activity and have therefore been excluded from our estimates of our liability for respirator claims. 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,Nathan Associates, Inc. (“HR&A”Nathan”), a leading consulting firm in the field of tort liability valuation. The methodology used by HR&Ato estimate the liability addresses the complexities surrounding our potential liability by making assumptions about our likely exposure related to claims pending for less than 10 years and the estimated number of future claimants with respect to periods of asbestos, silica and coal mine dust exposure and respirator use. Using those and other assumptions, HR&A estimateswe estimate 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. OnDuring the year ended September 30, 2019, we updated this basis, HR&A then estimatesestimate with the valueassistance of the share of these liabilities that reflect our period of direct manufacture and our contractual obligations.Nathan. Based on the HR&A estimates,updated estimate, we increased our reserve as of September 30, 2017, we had $18 million reserved2019 for our estimated share of the liability for pending and future respirator claims by $20 million to $35 million. This increase, as well as the higher payments we made in fiscal 2019, reflect higher costs of defending and resolving these claims. We made payments related to our respirator liability of $3 million in both fiscal 2017 and fiscal 2016 and $210 million in fiscal 2015.2019, and $3 million in each of fiscal 2018 and fiscal 2017.

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, 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, (vi) trial and appellate outcomes, (vii) changes in the law and procedure applicable to these claims, (vii)(viii) the financial viability of members of the Payor Group, (viii)(ix) 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)(x) changes in the allocation of costs among the Payor Group, 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, 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, 2017.18, 2019.

Sean D. Keohane, age 50,52, 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,20


Erica McLaughlin, age 50,43, is ExecutiveSenior Vice President and Chief Financial Officer. Ms. McLaughlin joined Cabot in 2002. She was appointed 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 55,40, 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 47,49, is Senior 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. Prior to assuming his current role in April 2016, 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 49,51, is Senior Vice President and President, of Purification SolutionsPerformance Additives business 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.2012. Prior to assuming his current role in January 2013,October 2019, he was Vicehad served as President, Asia Pacific Region since joining Cabot. Prior to joining Cabot, Mr. Zhu served in a variety of the New Business Groupregional and global business leadership roles at Rhodia from March1994 until 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, until March 2012, and Senior Vice Presidentvice president and Presidentglobal director of Advanced TechnologiesRhodia electronics and catalysis from March 2012 until January 2013. He was appointed interim Chief Technology Officer in May 2017.2008 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.

 

20

21


PART II

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, 2017,18, 2019, there were 697644 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, 2017:2019:

 

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

 

 

 

 

 

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, 2019 — July 31, 2019

 

 

 

 

$

 

 

 

 

 

 

6,605,045

 

August 1, 2019 — August 31, 2019

 

 

525,000

 

 

$

38.66

 

 

 

525,000

 

 

 

6,080,045

 

September 1, 2019 — September 30, 2019

 

 

193,358

 

 

$

42.00

 

 

 

193,358

 

 

 

5,886,687

 

Total

 

 

718,358

 

 

 

 

 

 

 

718,358

 

 

 

 

 

 

(1(1))

On JanuaryJuly 13, 2015,2018, Cabot publicly announced that the Board of Directors authorized the Company to repurchase up to fiveten million shares of its common stock on the open market or in privately negotiated transactions. The priortransactions, increasing the current balance of shares available for repurchase authorization was terminated at that time.time to approximately eleven million shares. The current authorization does not have a set expiration date.

Item  6.(2)

Selected Financial DataTotal number of shares purchased does not include 2,074 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.

On November 18, 2013, Cabot purchased all of its joint venture partner’s common stock in NHUMO, S.A. de C.V. (“NHUMO”), which represented approximately 60% of the outstanding common stock of the joint venture. Prior to this transaction, the Company owned approximately 40% 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 2014 in the table below include 11 months of results at 100% consolidation and one month of results accounted for under the equity method at 40%. Results for fiscal 2013 are reported under the equity method at 40%.

2122


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.

Item  6.

Selected Financial Data

 

 

Years Ended September 30

 

 

Years Ended September 30

 

 

2017

 

 

2016

 

 

2015

 

 

2014

 

 

2013

 

 

2019

 

 

2018

 

 

2017

 

 

2016

 

 

2015

 

 

(In millions, except per share amounts and ratios)

 

 

(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

 

 

$

3,337

 

 

$

3,242

 

 

$

2,717

 

 

$

2,411

 

 

$

2,871

 

Gross profit(2)

 

 

652

 

 

 

578

 

 

 

585

 

 

 

721

 

 

 

633

 

 

 

685

 

 

 

772

 

 

 

657

 

 

 

575

 

 

 

585

 

Selling and administrative expenses(2)

 

 

260

 

 

 

275

 

 

 

282

 

 

 

326

 

 

 

297

 

 

 

290

 

 

 

308

 

 

 

262

 

 

 

275

 

 

 

282

 

Research and technical expenses(2)

 

 

56

 

 

 

53

 

 

 

58

 

 

 

60

 

 

 

68

 

 

 

60

 

 

 

66

 

 

 

57

 

 

 

53

 

 

 

58

 

Specialty Fluids loss on sale and asset impairment

 

 

29

 

 

 

 

 

 

 

 

 

 

 

 

 

Purification Solutions long-lived assets impairment charge

 

 

 

 

 

 

 

 

210

 

 

 

 

 

 

 

 

 

 

 

 

162

 

 

 

 

 

 

 

 

 

210

 

Purification Solutions goodwill impairment charge

 

 

 

 

 

 

 

 

352

 

 

 

 

 

 

 

 

 

 

 

 

92

 

 

 

 

 

 

 

 

 

352

 

Income (loss) from operations

 

 

336

 

 

 

250

 

 

 

(317

)

 

 

335

 

 

 

268

 

 

 

306

 

 

 

144

 

 

 

338

 

 

 

247

 

 

 

(317

)

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

)

Net interest expense and other charges(2)(3)

 

 

(51

)

 

 

(27

)

 

 

(39

)

 

 

(56

)

 

 

(60

)

Income (loss) from continuing operations before income

taxes and equity in earnings of affiliated companies(1)(4)

 

 

255

 

 

 

117

 

 

 

299

 

 

 

191

 

 

 

(377

)

(Provision) benefit for income taxes(1)(5)

 

 

(70

)

 

 

(193

)

 

 

(33

)

 

 

(33

)

 

 

45

 

Equity in earnings of affiliated companies

 

 

7

 

 

 

3

 

 

 

4

 

 

 

 

 

 

11

 

 

 

1

 

 

 

2

 

 

 

7

 

 

 

3

 

 

 

4

 

Income (loss) from discontinued operations, net of tax

 

 

 

 

 

1

 

 

 

2

 

 

 

2

 

 

 

(1

)

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

2

 

Net income (loss)

 

 

266

 

 

 

164

 

 

 

(326

)

 

 

218

 

 

 

160

 

Net income (loss)(1)

 

 

186

 

 

 

(74

)

 

 

273

 

 

 

162

 

 

 

(326

)

Net income attributable to noncontrolling interests, net

of tax

 

 

25

 

 

 

15

 

 

 

8

 

 

 

19

 

 

 

7

 

 

 

29

 

 

 

39

 

 

 

25

 

 

 

15

 

 

 

8

 

Net income (loss) attributable to Cabot Corporation

 

$

241

 

 

$

149

 

 

$

(334

)

 

$

199

 

 

$

153

 

Net income (loss) attributable to Cabot Corporation(1)

 

$

157

 

 

$

(113

)

 

$

248

 

 

$

147

 

 

$

(334

)

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 continuing operations(1)

 

$

2.63

 

 

$

(1.85

)

 

$

3.91

 

 

$

2.30

 

 

$

(5.29

)

Income (loss) from discontinued operations

 

 

 

 

 

0.02

 

 

 

0.02

 

 

 

0.02

 

 

 

(0.01

)

 

 

 

 

 

 

 

 

 

 

 

0.02

 

 

 

0.02

 

Net income (loss) attributable to Cabot Corporation

 

$

3.80

 

 

$

2.36

 

 

$

(5.27

)

 

$

3.03

 

 

$

2.36

 

 

$

2.63

 

 

$

(1.85

)

 

$

3.91

 

 

$

2.32

 

 

$

(5.27

)

Dividends

 

$

1.23

 

 

$

1.04

 

 

$

0.88

 

 

$

0.84

 

 

$

0.80

 

 

$

1.36

 

 

$

1.29

 

 

$

1.23

 

 

$

1.04

 

 

$

0.88

 

Closing prices

 

$

55.80

 

 

$

52.41

 

 

$

31.56

 

 

$

50.77

 

 

$

42.71

 

 

$

45.32

 

 

$

62.72

 

 

$

55.80

 

 

$

52.41

 

 

$

31.56

 

Weighted-average diluted shares outstanding—

millions

 

 

62.7

 

 

 

62.9

 

 

 

63.4

 

 

 

65.1

 

 

 

64.5

 

Weighted-average diluted shares outstanding—millions

 

 

58.8

 

 

 

61.7

 

 

 

62.7

 

 

 

62.9

 

 

 

63.4

 

Shares outstanding at year end—millions

 

 

61.9

 

 

 

62.2

 

 

 

62.5

 

 

 

64.4

 

 

 

64.0

 

 

 

57.1

 

 

 

60.4

 

 

 

61.9

 

 

 

62.2

 

 

 

62.5

 

Consolidated Financial Position

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets(4)

 

$

1,262

 

 

$

1,047

 

 

$

1,004

 

 

$

1,364

 

 

$

1,495

 

Current assets(1)

 

$

1,210

 

 

$

1,386

 

 

$

1,299

 

 

$

1,073

 

 

$

1,004

 

Net property, plant, and equipment

 

 

1,305

 

 

 

1,290

 

 

 

1,383

 

 

 

1,581

 

 

 

1,600

 

 

 

1,348

 

 

 

1,296

 

 

 

1,305

 

 

 

1,290

 

 

 

1,383

 

Other assets(4)

 

 

747

 

 

 

698

 

 

 

676

 

 

 

1,139

 

 

 

1,138

 

Other assets(1)

 

 

446

 

 

 

562

 

 

 

734

 

 

 

689

 

 

 

676

 

Total assets

 

$

3,314

 

 

$

3,035

 

 

$

3,063

 

 

$

4,084

 

 

$

4,233

 

 

$

3,004

 

 

$

3,244

 

 

$

3,338

 

 

$

3,052

 

 

$

3,063

 

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

 

Current liabilities

 

$

599

 

 

$

952

 

 

$

742

 

 

$

397

 

 

$

440

 

Long-term debt

 

 

1,024

 

 

 

719

 

 

 

661

 

 

 

914

 

 

 

967

 

Other long-term liabilities

 

 

247

 

 

 

294

 

 

 

310

 

 

 

352

 

 

 

318

 

Cabot Corporation stockholders’ equity(1)

 

 

998

 

 

 

1,154

 

 

 

1,504

 

 

 

1,291

 

 

 

1,234

 

Noncontrolling interests

 

 

121

 

 

 

98

 

 

 

104

 

 

 

122

 

 

 

132

 

 

 

136

 

 

 

125

 

 

 

121

 

 

 

98

 

 

 

104

 

Total liabilities and stockholders’ equity

 

$

3,314

 

 

$

3,035

 

 

$

3,063

 

 

$

4,084

 

 

$

4,233

 

 

$

3,004

 

 

$

3,244

 

 

$

3,338

 

 

$

3,052

 

 

$

3,063

 

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

%

Net debt to capitalization ratio(1)(6)

 

 

44

%

 

 

39

%

 

 

28

%

 

 

34

%

 

 

41

%

Adjusted return on net assets(7)

 

 

13

%

 

 

14

%

 

 

13

%

 

 

11

%

 

 

9

%

 

(1)

In fiscal 2018, the Company elected to change its inventory valuation method of accounting for its U.S. carbon black inventories from the last-in, first-out (“LIFO”) method to the first-in, first-out (“FIFO”) method. The Company applied this change retrospectively and fiscal 2017 and 2016 balances have been updated accordingly. Fiscal 2015 has not been updated to reflect this change and may not be comparable to the other years presented.

23


(2)

In fiscal 2019, the Company adopted a new accounting standard that amends the requirements on the presentation of net periodic pension and postretirement benefit costs. The Company applied this change retrospectively and fiscal 2018 and 2017 balances have been updated as discussed in Note B of our Notes to the Consolidated Financial Statements. Fiscal 2016 and 2015 have not been updated to reflect this change and may not be comparable to the other years presented.

(3)

Net interest expense and other charges includes foreign currency activity as follows: a gain of less than $1 million for fiscal 2019, a loss of $4 million for both fiscal 2018 and fiscal 2017, a gain of $5 million for fiscal 2016, and a loss of $8 million for fiscal 2015, a loss of $2 million for fiscal 2014, and a gain of $2 million for fiscal 2013.2015.

(2)(4)

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

 

 

Years Ended September 30

 

 

2017

 

 

2016

 

 

2015

 

 

2014

 

 

2013

 

 

2019

 

 

2018

 

 

2017

 

 

2016

 

 

2015

 

 

(In millions)

 

 

(In millions)

 

Global restructuring activities (Note N)

 

$

(3

)

 

$

(47

)

 

$

(21

)

 

$

(29

)

 

$

(35

)

Specialty Fluids loss on sale and asset impairment charge

(Note D)

 

$

(29

)

 

$

 

 

$

 

 

$

 

 

$

 

Legal and environmental matters and reserves

 

 

1

 

 

 

(17

)

 

 

 

 

 

(18

)

 

 

(1

)

 

 

(21

)

 

 

(16

)

 

 

1

 

 

 

(17

)

 

 

 

Global restructuring activities (Note P)

 

 

(16

)

 

 

30

 

 

 

(3

)

 

 

(47

)

 

 

(21

)

Equity affiliate investment impairment charge (Note M)

 

 

(11

)

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition and integration-related charges

 

 

 

 

 

 

 

 

(5

)

 

 

(7

)

 

 

(21

)

 

 

(6

)

 

 

(2

)

 

 

 

 

 

 

 

 

(5

)

Employee benefit plan settlement and other charges

(Note L)

 

 

 

 

 

 

 

 

(21

)

 

 

 

 

 

 

Impairment of goodwill and long-lived assets of

Purification Solutions (Note E)

 

 

 

 

 

 

 

 

(562

)

 

 

 

 

 

 

Executive transition costs

 

 

(1

)

 

 

(2

)

 

 

 

 

 

(6

)

 

 

 

Purification Solutions goodwill and long-lived assets

impairment charge (Note G)

 

 

 

 

 

(254

)

 

 

 

 

 

 

 

 

(562

)

Inventory reserve adjustment

 

 

 

 

 

(13

)

 

 

 

 

 

 

 

 

(6

)

Gains (losses) on sale of investments

 

 

 

 

 

10

 

 

 

 

 

 

 

 

 

 

Non-recurring gain (loss) on foreign exchange

 

 

 

 

 

(11

)

 

 

(2

)

 

 

(3

)

 

 

3

 

 

 

 

 

 

 

 

 

 

 

 

(11

)

 

 

(2

)

Gain on existing investment in NHUMO

 

 

 

 

 

 

 

 

 

 

 

29

 

 

 

 

Inventory adjustment (Note C)

 

 

 

 

 

 

 

 

(6

)

 

 

 

 

 

 

Executive transition costs

 

 

 

 

 

(6

)

 

 

 

 

 

 

 

 

 

Employee benefit plan settlement and other charges

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(21

)

Other certain items

 

 

(1

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3

)

 

 

(1

)

 

 

(1

)

 

 

 

 

 

 

Total certain items, pre-tax

 

 

(3

)

 

 

(81

)

 

 

(617

)

 

 

(28

)

 

 

(54

)

 

 

(87

)

 

 

(248

)

 

 

(3

)

 

 

(81

)

 

 

(617

)

Tax-related certain items:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax impact of certain items(a)

 

 

1

 

 

 

31

 

 

 

94

 

 

 

17

 

 

 

10

 

 

 

7

 

 

 

31

 

 

 

1

 

 

 

31

 

 

 

94

 

Tax impact of certain foreign exchange gains (losses)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(12

)

Discrete tax items

 

 

25

 

 

 

 

 

 

13

 

 

 

(17

)

 

 

11

 

 

 

5

 

 

 

(148

)

 

 

25

 

 

 

 

 

 

13

 

Total tax-related certain items

 

 

26

 

 

 

31

 

 

 

107

 

 

 

 

 

 

9

 

 

 

12

 

 

 

(117

)

 

 

26

 

 

 

31

 

 

 

107

 

Total certain items, net of tax

 

$

23

 

 

$

(50

)

 

$

(510

)

 

$

(28

)

 

$

(45

)

 

$

(75

)

 

$

(365

)

 

$

23

 

 

$

(50

)

 

$

(510

)

 

 

(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, net of discrete tax items, 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.

24


(3)(5)

The Company’s effective tax rate for fiscal 2019 was 28% which included a net discrete tax benefit of $7 million, composed of tax benefits of $4 million related to uncertain tax positions, $2 million related to a pension settlement, $2 million related to changes in valuation allowance on beginning of year tax balances, $2 million related to the Specialty Fluids sale, $1 million related to result of changes in non-US tax laws and $1 million related to other miscellaneous tax items, partially offset by net tax charges of $5 million related to various return to provision adjustments related to tax return filings and audit settlements. The Company’s effective tax rate for fiscal 2018 was a provision of 165% which included net discrete tax expense of $120 million, composed of $159 million net tax impact of the Tax Cuts and Jobs Act of 2017 (the “Act”), and $3 million tax expense upon the sale of assets, offset by net tax benefits of $29 million related to impairment and $15 million from a change in valuation allowance on a beginning of year tax balance, and net tax charge of $2 million related to other miscellaneous tax items. The Company’s effective tax rate for fiscal 2017 was a provision of 10% which includesincluded 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)(6)

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).

2325


((7)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

 

 

Years Ended September 30

 

 

2017

 

 

2016

 

 

2015

 

 

2014

 

 

2013

 

 

2019

 

 

2018

 

 

2017

 

 

2016

 

 

2015

 

 

(In millions, except ratios)

 

 

(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

 

Income (loss) from continuing operations(a) (b)

 

$

186

 

 

$

(74

)

 

$

273

 

 

$

161

 

 

$

(328

)

Net assets(b) (c)

 

$

1,134

 

 

$

1,279

 

 

$

1,625

 

 

$

1,389

 

 

$

1,338

 

Return on net assets

 

 

17

%

 

 

12

%

 

 

(25

)%

 

 

10

%

 

 

8

%

 

 

16

%

 

 

(6

)%

 

 

17

%

 

 

12

%

 

 

(25

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted Return on Net Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted net income (loss)(a):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations(b)

 

$

266

 

 

$

163

 

 

$

(328

)

 

$

216

 

 

$

161

 

 

$

186

 

 

$

(74

)

 

$

273

 

 

$

161

 

 

$

(328

)

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

 

 

23

 

 

 

(50

)

 

 

(510

)

 

 

(28

)

 

 

(45

)

 

 

(75

)

 

 

(365

)

 

 

23

 

 

 

(50

)

 

 

(510

)

Adjusted net income (loss)

 

$

243

 

 

$

213

 

 

$

182

 

 

$

244

 

 

$

206

 

 

$

261

 

 

$

291

 

 

$

250

 

 

$

211

 

 

$

182

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted net assets(d):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted net working capital(e)

 

$

471

 

 

$

439

 

 

$

607

 

 

$

680

 

 

$

661

 

Adjusted net assets(e):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted net working capital(b) (f)

 

$

570

 

 

$

568

 

 

$

474

 

 

$

443

 

 

$

607

 

Net property, plant and equipment

 

 

1,267

 

 

 

1,322

 

 

 

1,416

 

 

 

1,612

 

 

 

1,567

 

 

 

1,318

 

 

 

1,290

 

 

 

1,267

 

 

 

1,322

 

 

 

1,416

 

Assets held for rent

 

 

101

 

 

 

92

 

 

 

67

 

 

 

54

 

 

 

49

 

 

 

75

 

 

 

110

 

 

 

101

 

 

 

92

 

 

 

67

 

Equity affiliates

 

 

55

 

 

 

55

 

 

 

63

 

 

 

82

 

 

 

117

 

 

 

45

 

 

 

56

 

 

 

55

 

 

 

55

 

 

 

63

 

Adjusted net assets

 

$

1,894

 

 

$

1,908

 

 

$

2,153

 

 

$

2,428

 

 

$

2,394

 

 

$

2,008

 

 

$

2,024

 

 

$

1,897

 

 

$

1,912

 

 

$

2,153

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted return on net assets

 

 

13

%

 

 

11

%

 

 

8

%

 

 

10

%

 

 

9

%

 

 

13

%

 

 

14

%

 

 

13

%

 

 

11

%

 

 

9

%

 

 

(a)

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

 

(b)

In fiscal 2018, the Company elected to change its inventory valuation method of accounting for its U.S. carbon black inventories from the LIFO method to the FIFO method. The Company applied this change retrospectively and fiscal 2017 and 2016 balances have been updated accordingly. Fiscal 2015 has not been updated to reflect this change and may not be comparable to the other years presented.

(c)

Net assets represents Total stockholders' equity.

 

(c)(d)

Total certain items, net of tax is detailed in the table in note (2)(4) above.

 

(d)(e)

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

 

(e)(f)

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

 

2426


Item  7.

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

Critical Accounting Policies

The preparation of ourOur consolidated financial statements ishave been prepared in conformity with GAAP.accounting principles generally accepted in the United States (“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 (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 we believe are critical to the preparation of the consolidated financial statements are presented below.

Revenue Recognition and Accounts and Notes Receivable

We recognize revenue when persuasive evidenceour 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 we expect to receive in exchange for those goods or services. Our contracts with customers are generally for products only and do not include other performance obligations. Generally, we consider 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, we evaluate whether the price is fixedsubject to adjustments, such as for returns, discounts or determinable and collectability is reasonably assured. We generallyvolume rebates, which are able to ensure that products meetstated in the customer specifications prior to shipment. If we are unablecontract, to determine thatthe net consideration to which we expect to be entitled. Revenue from product sales is recognized based on a point in time model when control of the product has metis transferred to the specified objective criteria prior tocustomer, which typically occurs upon shipment or ifdelivery of the product to the customer and title, has not transferred becauserisk and rewards of salesownership have passed to the customer. We have an immaterial amount of revenue that is recognized over time. Payment terms the revenue is considered “unearned” and is deferred until the revenue recognition criteria are met.typically range from zero to ninety days.

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 we consider these to customers orbe fulfillment costs. 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 showsWe generally provide a warranty that our products will substantially conform to the relative sizeidentified specifications. Our liability typically is limited to either a credit equal to the purchase price or replacement of the revenue recognized in each 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, and Purification Solutions segments. Revenue from these products is typically recognized when the product is shipped and title and risk of lossnon-conforming product. Returns under warranty 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 as 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.historically been immaterial.

Revenue in the Specialty Fluids arisessegment arose primarily from the rental of cesium formate. This revenue iswas recognized throughout the rental period based on the contracted rental terms. Customers arewere also billed and revenue iswas recognized, typically at the end of the job,rental period, for cesium formate product that iswas not returned. We also generategenerated revenues from cesium formate sold outside of athe rental process and from the sale of fine cesium chemicals inchemicals. This revenue was recognized when control of the product transferred to the customer, which revenue is recognizedwas typically upon delivery of the product.

We maintain allowances for doubtful accounts based on an assessmentdo not have contract assets or liabilities that are material.

As permitted by the revenue recognition standard, Revenue from Contracts with Customers, issued by the Financial Accounting Standards Board (“FASB”), when the period of time between the transfer of control of the collectabilitygoods and the time the customer pays for the goods is one year or less, we do not consider there to be a significant financing component associated with the contract.

Inventory Valuation

Inventories are stated at the lower 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 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.or net realizable value. The cost of Specialty Fluids inventories that arewere classified as assets held for rent iswas determined using the average cost method. The cost of other U.S. and all non-U.S.other 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.27


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 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.

Historically, the annual goodwill impairment test was performed as of May 31. During the fourth quarter of fiscal 2019, we changed the date of our impairment test to August 31. This date is preferred as it better aligns with our planning process, which produces a significant input to the testing, and it did not result in a material change to our consolidated financial statements.

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 and specialty compounds product lines within Performance Chemicals, which are considered separate reporting units. As such, theunits, carried our goodwill balance relative to Performance Chemicals is recorded in the Fumed Metal Oxides reporting unit.balances as of September 30, 2019.

26


For the purpose of the goodwill impairment test, we first assess 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, 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 the value calculated from 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 MayAugust 31, 2017,2019, the fair values of the Reinforcement Materials, and Fumed Metal Oxides and Specialty Compounds reporting units were substantially in excess of their carrying values. The fair valueRefer to Note G of our Notes to the Consolidated Financial Statements (“Note G”) for details on the Purification Solutions reporting unit exceeded its carrying amount by 13%. The fair value ofgoodwill impairment test and 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 demandresulting impairment charge recorded in the mercury removal related portionsecond quarter 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.fiscal 2018.

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.

28


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 marketfair 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 separateseparately identifiable cash flows, an impairment charge is recorded when we no longer intend to use the asset.Refer to Note G regarding the results of the recoverability test performed on the long-lived assets of the Purification Solutions segment and the resulting impairment charge recorded in the second quarter of fiscal 2018.

We continue to consider strategic options for our Purification Solutions business. Depending on the actions taken, there could be a negative impact on the fair value of the Purification Solutions reporting unit, which may lead to further impairment.

Purification Solutions Goodwill and Long-Lived Assets Impairment Charges

During the second quarter of fiscal 2015 and2018 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

 

 

Three Months Ended March 31, 2018

 

 

(In millions)

 

 

(In millions)

 

Goodwill impairment charge

 

$

352

 

 

$

92

 

Long-lived assets impairment charge

 

 

210

 

 

 

162

 

Benefit for income taxes

 

 

(80

)

 

 

(30

)

Impairment charges, net of tax

 

$

482

 

 

$

224

 

 

27


In determining the fair valuesecond quarter of fiscal 2018, the Purification Solutions reporting unit we used an income approach (a discounted cash flow analysis) which incorporated significant estimateshad experienced market share losses, lower customer demand and assumptions related to future periods, including the timing of the MATS implementation, the anticipated size ofdeclining prices in the mercury removal application, and growth rates and pricing assumptions ofNorth America powdered activated carbon among others. In addition, an estimate ofapplications, which led us to reassess our previous estimates for expected growth in volumes, prices and margins in the reporting unit’s weighted average cost of capital (“WACC”) was usedunit. Due 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 torevised forecasts at the Purification Solutions reporting unit. Based on these estimates and as part of step one oftime, we performed the annualquantitative goodwill impairment test weand determined that the estimated fair value of the Purification Solutions reporting unit was lower than the reporting unit's carrying value. As such,value, resulting in a goodwill impairment charge of $92 million.

Prior to determining the goodwill impairment charge, we considered whether the assets of the reporting unit, failed step onewhich is also considered the asset group, were recoverable. As a result of the goodwill impairment test. We then proceededthis assessment, we recorded an inventory reserve adjustment of $13 million and impairments to step two.

Step twolong lived assets of the goodwill impairment test requires us$162 million. The adjustment to perform a theoretical purchase price allocationinventory carrying value was determined based on reassessments of volumes, pricing, and margins for the reporting unit to determineat the implied fair value of goodwilltime 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 Cost of sales in the amountConsolidated Statements 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 anOperations. The impairment analysis to assess if definite-lived intangible assets and property, plant and equipment were recoverable was 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, anwe recorded impairment charge was recordedcharges of $64 million and $98 million, to our definite-lived intangible assets and property, plant and equipment, respectively, in the second quarter of fiscal 2018 based on the lower of the carrying amount or fair value of the long-lived assets.

We usedwill continue to monitor for events or changes in business circumstances that may indicate that the income approach to determine the fairremaining carrying value of the definite-lived intangible assets andasset group may not be recoverable.

We recorded a combination oftax benefit related to the cost and market approaches to determine the fair value of our property, plant and equipment. We recorded impairment charges of $119$30 million and $51 million, to our definite-lived intangible assets and property, plant and equipment, respectively, in the second quarter ended June 30, 2015. We completedof fiscal 2018 which was subsequently reduced by $1 million after the impairment analysischarges by tax jurisdiction were finalized 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.2018.

Pensionsand 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. and foreign plans, are 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 most 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 increases 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.

29


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 a 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 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, 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, (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 settlement of respirator claims, (viii)(ix) a change in the availability of insurance coverage maintained by certain of the other parties that contribute to the settlement of respirator claims, or 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, the actual amount of these liabilities for existing and future claims could be different than the reserved amount.

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 twenty to twenty-five years, ten to twenty-five years, and three 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 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.

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.

30


Additionally, we have established valuation allowances against a variety of deferred tax assets, including net operating loss carry-forwards,carryforwards, 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.

Recently Issued Accounting Pronouncements

Refer to the discussion in Note B of our Notes to the Consolidated Financial Statements.

Results of Operations

Cabot iswas organized into four reportable business segments:segments through June 28, 2019: Reinforcement Materials, Performance Chemicals, Purification Solutions and Specialty Fluids. The Specialty Fluids business was divested as of June 28, 2019 and since that time Cabot has been organized into the three remaining reportable business segments. Cabot is also organized for operational purposes into three geographic regions: the Americas; Europe, Middle East and Africa; 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 2019 and fiscal 2018 results of operations and year-to-year comparisons between fiscal 2019 and fiscal 2018. For the discussions of our fiscal 2017 results and year-to-year comparisons between fiscal 2018 and fiscal 2017, 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, 2018, which was filed with the United States Securities and Exchange Commission on November 21, 2018.

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) for Income Taxes and Reconciliation of Effective Tax Rate to Operating Tax Rate” includes a discussion of our “effective tax rate” and our “operating tax rate” and includes a reconciliation of the two rates. 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 our operating tax rate, we exclude discrete tax items, which include: i)(i) unusual or infrequent items such as a significant release or establishment of a valuation allowance, ii)(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)(iii) other discrete tax items, such as the tax impact of legislative changes and, on a quarterly basis, the timing of losses 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. When the tax impact of a certain item is also a discrete tax item, it is classified as a certain item for our definition of operating tax rate. Our definition of the operating tax rate may not be comparable to the definition used by other companies. Management believes that the 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 understand what our tax rate on current operations would be without the impact of these items.

31


Our discussion under the heading “Fiscal 20172019 compared to Fiscal 2016 and Fiscal 2016 compared to Fiscal 2015—2018—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 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 20172019 compared to Fiscal 2016 and Fiscal 2016 compared to Fiscal 2015—2018—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 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 GAAP Income (loss) from continuing operations before income taxes and equity in earnings of affiliated companies, as applicable, are described below.

Global restructuring activities include costs or benefits associated with cost reduction initiatives or plant closures, which primarily relate 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.

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

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.

Global restructuring activities include costs or benefits associated with cost reduction initiatives or plant closures, which primarily relate 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.

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.

Inventory reserve adjustment, which resulted from an evaluation performed as part of an impairment analysis.

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.

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 our processes.

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

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.

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 our processes.

Gains (losses) on sale of investments, which primarily relate to the sale of investments accounted for using the cost method.

Gains (losses) on sale of businesses.

Employee benefit plan settlement charges, which consist of the costs associated with transferring the obligations and assets held by one of our defined benefit plans to a multi-employer plan.

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.

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.

Employee benefit plan settlement charges, which consist of the costs associated with transferring the obligations and assets held by one of our defined benefit plans to a multi-employer plan.

32


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. 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.

In Performance Chemicals, longer term demand is driven primarily by the construction and infrastructure, automotive, electronics 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 term 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)iii) changes in price and product mix; iv) industry capacity utilization; and v) industry capacity utilization.

31


In Specialty Fluids, longer term demand is primarily driven by: i) the levelimplementation of drilling activity utilizing cesium formate for high pressure oil and gas wells; ii) the petroleum industry’s acceptancecost savings initiatives as part 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.transformation plan.

Overview of Results for Fiscal 20172019

During fiscal 2017,2019, Income (loss) from continuing operations before income taxes and equity in earnings of affiliated companies increased compared to fiscal 2016 largely2018 primarily due to strong EBIT growtha charge for the Purification Solutions goodwill and long-lived asset impairment in the Reinforcement Materials segment. In addition, our results for fiscal 2016 include charges for global restructuring2018 that did not reoccur in fiscal 2017.2019, partially offset by weaker results in the Reinforcement Materials and Performance Chemicals segments in fiscal 2019 due to automotive production weakness, particularly in Asia and Europe, and lower pricing in Asia.

Fiscal 20172019 compared to Fiscal 2016 and Fiscal 2016 compared to Fiscal 2015—2018—Consolidated

Net Sales and Other Operating Revenues and Gross Profit

 

 

Years Ended September 30

 

 

Years Ended September 30

 

 

2017

 

 

2016

 

 

2015

 

 

2019

 

 

2018

 

 

2017

 

 

(In millions)

 

 

(In millions)

 

Net sales and other operating revenues

 

$

2,717

 

 

$

2,411

 

 

$

2,871

 

 

$

3,337

 

 

$

3,242

 

 

$

2,717

 

Gross profit

 

$

652

 

 

$

578

 

 

$

585

 

 

$

685

 

 

$

772

 

 

$

657

 

 

The $30695 million increase in net sales from fiscal 20162018 to fiscal 20172019 was due primarily to a more favorable pricepricing and product mix as we passed through higher raw material costs in our pricing (combined $248$125 million) and the impact of presenting revenue from by-products produced in manufacturing operations in Net sales and other operating revenues ($76 million), an increasewhich in volumes ($77 million),fiscal 2018 was recorded within Cost of sales, partially offset by anthe unfavorable impact from foreignof currency translation ($24 million). The favorable price and product mix impact was primarily due to higher selling prices during 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 to a less favorable price and product mix (combined $39887 million) and an unfavorable impact from foreign currency translationlower volumes ($6324 million). The less favorable price and product mix impact was primarily due to lower selling prices during the year from price adjustments to customers for decreases in raw materials costs.

Gross profit increaseddecreased by $7487 million in fiscal 20172019 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 20152018 driven by lower unit margins in Reinforcement Materials and Purification Solutions, partially offsetPerformance Chemicals and lower volumes in Performance Chemicals, driven primarily by fixed cost savings.the continued competitive pricing environment in Asia and lower automotive production.

33


Selling and Administrative Expenses

 

 

 

Years Ended September 30

 

 

 

2017

 

 

2016

 

 

2015

 

 

 

(In millions)

 

Selling and administrative expenses

 

$

260

 

 

$

275

 

 

$

282

 

 

 

Years Ended September 30

 

 

 

2019

 

 

2018

 

 

2017

 

 

 

(In millions)

 

Selling and administrative expenses

 

$

290

 

 

$

308

 

 

$

262

 

 

Selling and administrative expenses decreased by $1518 million in fiscal 20172019 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.The2018. The decrease was principally driven by restructuring actions taken to reduce fixed costs across the Company,lower discretionary spending and incentive compensation, partially offset by an increasea higher charge in the reserve forconnection with our respirator liability matters and higher incentive compensation expense.restructuring charges.

Research and Technical Expenses

 

 

 

Years Ended September 30

 

 

 

2017

 

 

2016

 

 

2015

 

 

 

(In millions)

 

Research and technical expenses

 

$

56

 

 

$

53

 

 

$

58

 

 

 

Years Ended September 30

 

 

 

2019

 

 

2018

 

 

2017

 

 

 

(In millions)

 

Research and technical expenses

 

$

60

 

 

$

66

 

 

$

57

 

 

Research and technical expenses increaseddecreased by $3$6 million in fiscal 20172019 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 when compared to fiscal 20152018 primarily due to restructuring actions taken to reduce fixed costs acrosslower research and technical spending for certain new product technologies that have moved into commercialization phase and from lower spending in the Company, partially offset by $5 million of costs associated with these actions.

32


Purification Solutions Long-Lived Assetssegment related to the transformation plan.

Impairment Charges and Goodwill Impairment ChargesLoss on Sale

 

 

Years Ended September 30

 

 

Years Ended September 30

 

 

2017

 

 

2016

 

 

2015

 

 

2019

 

 

2018

 

 

2017

 

 

(In millions)

 

 

(In millions)

 

Specialty Fluids loss on sale and asset impairment

 

$

29

 

 

$

 

 

$

 

Purification Solutions long-lived assets impairment charge

 

$

 

 

$

 

 

$

210

 

 

$

 

 

$

162

 

 

$

 

Purification Solutions goodwill impairment charge

 

$

 

 

$

 

 

$

352

 

 

$

 

 

$

92

 

 

$

 

 

The Specialty Fluids loss on sale and asset impairment charges recorded during fiscal 2019 are described in Note D of our Notes to the Consolidated Financial Statements (“Note D”). The Purification Solutions long-lived assets and goodwill impairment charges recorded during fiscal 20152018 are described in Note E of our Notes to the Consolidated Financial Statements (“Note E”).G.

Interest and Dividend Income

 

 

 

Years Ended September 30

 

 

 

2017

 

 

2016

 

 

2015

 

 

 

(In millions)

 

Interest and dividend income

 

$

9

 

 

$

5

 

 

$

4

 

 

 

Years Ended September 30

 

 

 

2019

 

 

2018

 

 

2017

 

 

 

(In millions)

 

Interest and dividend income

 

$

9

 

 

$

10

 

 

$

9

 

 

Interest and dividend income increaseddecreased by $41 million in fiscal 20172019 when compared to fiscal 2016 and by $1 million in fiscal 2016 when compared2018 due to fiscal 2015 due primarily to interest earned on higherlower cash balances.

Interest Expense

 

 

 

Years Ended September 30

 

 

 

2017

 

 

2016

 

 

2015

 

 

 

(In millions)

 

Interest expense

 

$

53

 

 

$

54

 

 

$

53

 

 

 

Years Ended September 30

 

 

 

2019

 

 

2018

 

 

2017

 

 

 

(In millions)

 

Interest expense

 

$

59

 

 

$

54

 

 

$

53

 

 

Interest expense decreasedincreased by $15 million in fiscal 20172019 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 2015.2018. The increase was primarily due to interest on $300 million in registered notes issued during fiscal 2019 as well as higher interest rates on commercial paper borrowings.

Other Income (Expense)

 

 

 

Years Ended September 30

 

 

 

2017

 

 

2016

 

 

2015

 

 

 

(In millions)

 

Other income (expense)

 

$

(4

)

 

$

(7

)

 

$

(11

)

 

 

Years Ended September 30

 

 

 

2019

 

 

2018

 

 

2017

 

 

 

(In millions)

 

Other income (expense)

 

$

(1

)

 

$

17

 

 

$

5

 

 

Other income (expense) changed by $3 million during fiscal 2017 as compared to fiscal 2016 due primarily to the impact of foreign currency movements. Other income (expense) changed during fiscal 20162019 by $4$18 million as compared to fiscal 20152018 primarily due to the impairment charge related to our investment in our Venezuelan equity affiliate in the second quarter of fiscal 2019 and a varietygain on the sale of items, nonecost method investments in fiscal 2018 that did not reoccur in fiscal 2019, partially offset by the favorable impact of which were individually material.foreign currency translation.

34


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

 

 

Years Ended September 30

 

 

Years Ended September 30

 

 

2017

 

 

2016

 

 

2015

 

 

2019

 

 

2018

 

 

2017

 

 

(Dollars in millions)

 

 

(Dollars in millions)

 

Provision (benefit) for income taxes

 

$

29

 

 

$

34

 

 

$

(45

)

 

$

70

 

 

$

193

 

 

$

33

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effective tax rate(1)

 

 

10

%

 

 

18

%

 

 

12

%

 

 

28

%

 

 

165

%

 

 

10

%

Impact of discrete tax items:

 

 

 

 

 

 

 

 

 

 

 

 

Unusual or infrequent items

 

 

6

%

 

 

2

%

 

 

(2

)%

Impact of discrete tax items(2):

 

 

 

 

 

 

 

 

 

 

 

 

Unusual or infrequent items:

 

 

2

%

 

 

(137

)%

 

 

6

%

Items related to uncertain tax positions

 

 

(1

)%

 

 

1

%

 

 

(2

)%

 

 

2

%

 

 

(2

)%

 

 

(1

)%

Other discrete tax items

 

 

4

%

 

 

(2

)%

 

 

1

%

 

 

(2

)%

 

 

12

%

 

 

4

%

Impact of certain items

 

 

%

 

 

5

%

 

 

17

%

 

 

(6

)%

 

 

(17

)%

 

 

%

Operating tax rate

 

 

19

%

 

 

24

%

 

 

26

%

 

 

24

%

 

 

21

%

 

 

19

%

 

The provision for income taxes was $29 million for fiscal 2017, resulting in an effective tax rate of 10% (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 discrete 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% (refer to the reconciliation of computed tax expense 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 in the geographic mix of earnings.

The benefit for income taxes was $45 million for fiscal 2015, resulting in an effective tax rate of 12% (refer to the reconciliation of computed tax expense at 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 operating tax rate for fiscal 2015 was 26%.

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

(1)

(i)Refer to the reconciliation of computed tax expense at the federal statutory rate to the Provision (benefit) for income taxes in Note S of our Notes to the Consolidated Financial Statements.

(2)

Unusual or infrequentFor fiscal 2019 and fiscal 2018, Impact of discrete tax items during fiscal 2017 included thea net discrete tax impacts from excess foreignbenefit of $5 million and a net discrete tax credits upon repatriationexpense 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$148 million, respectively. The nature of the U.S. Researchdiscrete tax items fiscal 2019 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;2018 were as follows:

 

(ii)(i)

Unusual or infrequent items during fiscal 2019 and 2018 consisted of excludible foreign exchange gains and losses in certain jurisdictions and impacts related to stock compensation deductions. Additionally, fiscal 2019 included the impact of changes in valuation allowances on beginning of year tax balances and the tax impacts of a pension settlement, and fiscal 2018 included the net tax impacts of the Tax Cuts and Jobs Act of 2017 (net tax expense of $159 million), cash management activities as well as impacts related to foreign exchange gain/loss on the remeasurement of a deferred tax liability;

(ii)

Items related to uncertain tax positions during fiscal 2017, 20162019 and 20152018 included net tax impacts from the reversal of accruals for uncertain tax positions due to the expiration of statutes of limitations and the settlement of tax audits, the accrual of interest on uncertain tax positions, and the accrual of a prior year uncertain tax positionpositions (fiscal 2017 and fiscal 2016)2018 only), and;

 

(iii)

Other discrete tax items during fiscal 2017, 20162019 and 20152018 included net tax impacts fromas a result of changes in non-US tax laws, various return to provision adjustments related to tax return filings changes in tax laws, and audit settlements as well as changes in valuation allowances on beginning of year tax balances (fiscal 2017 and fiscal 2016)2018 only).

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 filesWe file 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 20182020 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.

Tax Reform

On December 22, 2017, the U.S. enacted significant changes to federal income tax law affecting us, including a permanent reduction of the U.S. corporate income tax rate from 35% to 21%, effective January 1, 2018, as well as a 100% dividend received deduction for foreign dividends. Although the passage of the Act reduced the U.S. tax rate and effectively created a participation exemption regime for foreign earnings, there are certain other aspects of the new legislation that affect us, including in particular, immediate U.S. taxation of global intangible low-taxed income (“GILTI”) earned by foreign subsidiaries. GILTI earned by Controlled Foreign Corporations (“CFCs”) must be included currently in the gross income of the CFCs’ U.S. shareholder. GILTI is the excess of the shareholder’s “net CFC-tested income” over the net deemed tangible income return, which is currently defined as the excess of (1) 10% of the aggregate of the U.S. shareholder’s pro rata share of the qualified business asset investment of each CFC with respect to which it is a U.S. shareholder over (2) the amount of certain interest expense taken into account in the determination of net CFC-tested income. GILTI had a negative impact on earnings and this is the primary driver of the increase in our operating tax rate. In transitioning to this participation exemption regime, we were also subject, during fiscal 2018, to a one-time tax on the deemed repatriation of certain foreign earnings. We did not incur a Base Erosion Anti-Abuse Tax (“BEAT”) liability in fiscal 2019 since we did not exceed the base erosion percentage of 3% for the taxable year. A significant portion of our intercompany payments were exempted from BEAT. We will continue to analyze the applicability of the BEAT provisions on a quarterly basis.

35


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

 

 

2019

 

 

2018

 

 

2017

 

 

(In millions)

 

 

(In millions)

 

Equity in earnings of affiliated companies, net of tax

 

$

7

 

 

$

3

 

 

$

4

 

 

$

1

 

 

$

2

 

 

$

7

 

Net income (loss) attributable to noncontrolling interests,

net of tax

 

$

25

 

 

$

15

 

 

$

8

 

 

$

29

 

 

$

39

 

 

$

25

 

 

Equity in earnings of affiliated companies, net of tax, increaseddecreased by $41 million in fiscal 20172019 compared to fiscal 2016 and decreased by $1 million in fiscal 2016 compared to fiscal 2015. The changes in both periods were2018 primarily due to changes inlower earnings from our Venezuelan equity affiliate.affiliate, which has not been operational in recent periods due to a lack of available raw materials.

Net income (loss) attributable to noncontrolling interests, net of tax, increaseddecreased by $10 million in fiscal 20172019 compared to fiscal 20162018 primarily due to the higherlower profitability 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 2017,2019, we reported net income (loss) attributable to Cabot Corporation of $241157 million ($3.802.63 earnings per diluted common share). In fiscal 2016, we reported net income of $149 million ($2.36 per diluted common share). In fiscal 2015,2018, we reported a net loss of $334$113 million ($5.271.85 loss per diluted common share). The loss in fiscal 2018 was driven by the Purification Solutions long-lived asset and goodwill impairment charges more fully discussed in Note E.G and the impact of tax reform in the U.S. as more fully discussed in Note S.

34


Fiscal 20172019 compared to Fiscal 2016 and Fiscal 2016 compared to Fiscal 2015—2018—By Business Segment

Income (loss) from continuing operations before income taxes and equity in earnings of affiliated companies, certain items, other unallocated items and Total segment EBIT for fiscal 2017, 20162019, 2018 and 20152017 are set forth in the table below. The details of certain items and other unallocated items are shown below and in Note S.U of our Notes to the Consolidated Financial Statements.

 

 

Years Ended September 30

 

 

Years Ended September 30

 

 

2017

 

 

2016

 

 

2015

 

 

2019

 

 

2018

 

 

2017

 

 

(In millions)

 

 

(In millions)

 

Income (loss) from continuing operations before income

taxes and equity in earnings of affiliated companies

 

$

288

 

 

$

194

 

 

$

(377

)

 

$

255

 

 

$

117

 

 

$

299

 

Less: Certain items

 

 

(3

)

 

 

(81

)

 

 

(617

)

Less: Certain items, pre-tax

 

 

(87

)

 

 

(248

)

 

 

(3

)

Less: Other unallocated items

 

 

(118

)

 

 

(95

)

 

 

(92

)

 

 

(102

)

 

 

(115

)

 

 

(107

)

Total segment EBIT

 

$

409

 

 

$

370

 

 

$

332

 

 

$

444

 

 

$

480

 

 

$

409

 

 

In fiscal 2017,2019, Income (loss) from continuing operations before income taxes and equity in earnings of affiliated companies increased by $94138 million and Total segmentSegment EBIT increaseddecreased by $39 million when compared to fiscal 2016.$36 million. The increases were primarily driven by higher volumes across all segments except Specialty Fluids ($43 million), higher unit marginschange in Reinforcement Materials ($62 million), and a favorable impact from changing inventory levels ($23 million), partially offset by higher fixed costs ($49 million), and lower unit margins in Performance Chemicals ($33 million). In addition,both Income (loss) from continuing operations before income taxes and equity in earnings of affiliated companies increasedand Total segment EBIT was due to lower spending on global restructuring activitiesunit margins ($4466 million), primarily in Reinforcement Materials and Performance Chemicals, lower non-recurring losses onvolumes ($3 million) driven by Performance Chemicals and the unfavorable impact of foreign exchangecurrency translation ($116 million) compared to fiscal 2016 and, partially offset by lower legal and environmental matters and reservesfixed costs ($1835 million) which was. The lower unit margins were primarily driven by a chargeweaker Asia pricing due to softening automotive production. The remainder of the respirator reserveincrease in fiscal 2016 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 and Total segment EBIT increased by $38 million when compared toreflects the Purification Solutions asset impairment charges recorded in the second quarter of fiscal 2015. The increases were driven by lower fixed costs2018 ($64254 million) that did not reoccur in fiscal 2019 and the favorable impact of foreign currency translationdecrease in expense related to Other unallocated items ($1013 million), partially offset by the unfavorable impact from reducing inventory levelsSpecialty Fluids loss on sale and asset impairment charge ($3629 million). In addition, Income (loss) from continuing operations before income taxes, an impairment charge related to our Venezuelan equity affiliate ($11 million) recorded in the second quarter of fiscal 2019 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 otherhigher restructuring charges ($2146 million) in fiscal 2015 that did not reoccur in fiscal 2016. These benefits were partially offset by higher spending on global restructuring activities ($26 million), legal and environmental matters and reserves ($17 million) which was primarily driven by a charge to the respirator reserve and non-recurring losses on foreign exchange ($9 million) compared to fiscal 2015..

36


Certain Items:

Details of the certain items for fiscal 2017, 2016,2019, 2018, and 20152017 are as follows:

 

 

Years Ended September 30

 

 

Years Ended September 30

 

 

2017

 

 

2016

 

 

2015

 

 

2019

 

 

2018

 

 

2017

 

 

(In millions)

 

 

(In millions)

 

Global restructuring activities (Note N)

 

$

(3

)

 

$

(47

)

 

$

(21

)

Specialty Fluids loss on sale and asset impairment charge

(Note D)

 

$

(29

)

 

$

 

 

$

 

Legal and environmental matters and reserves

 

 

1

 

 

 

(17

)

 

 

 

 

 

(21

)

 

 

(16

)

 

 

1

 

Global restructuring activities (Note P)

 

 

(16

)

 

 

30

 

 

 

(3

)

Equity affiliate investment impairment charge (Note M)

 

 

(11

)

 

 

 

 

 

 

Acquisition and integration-related charges

 

 

 

 

 

 

 

 

(5

)

 

 

(6

)

 

 

(2

)

 

 

 

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

)

 

 

 

 

 

(1

)

 

 

(2

)

 

 

 

Purification Solutions goodwill and long-lived assets

impairment charge (Note G)

 

 

 

 

 

(254

)

 

 

 

Inventory reserve adjustment

 

 

 

 

 

(13

)

 

 

 

Gains (losses) on sale of investments

 

 

 

 

 

10

 

 

 

 

Other certain items

 

 

(1

)

 

 

 

 

 

 

 

 

(3

)

 

 

(1

)

 

 

(1

)

Total certain items, pre-tax

 

 

(3

)

 

 

(81

)

 

 

(617

)

 

 

(87

)

 

 

(248

)

 

 

(3

)

Tax-related certain items:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax impact of certain items

 

 

1

 

 

 

31

 

 

 

94

 

 

 

7

 

 

 

31

 

 

 

1

 

Discrete tax items

 

 

25

 

 

 

 

 

 

13

 

 

 

5

 

 

 

(148

)

 

 

25

 

Total tax-related certain items

 

 

26

 

 

 

31

 

 

 

107

 

 

 

12

 

 

 

(117

)

 

 

26

 

Total certain items, net of tax

 

$

23

 

 

$

(50

)

 

$

(510

)

 

$

(75

)

 

$

(365

)

 

$

23

 

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 ofSpecialty Fluids loss on sale and asset impairment charges (Note D), Global restructuring activities (Note P), Equity affiliate investment impairment charge (Note M), and Purification Solutions goodwill and long-lived assets impairment charge (Note E); Global restructuring activities (Note N); Employee benefit plan settlements (Note L); and Inventory reserve adjustment (Note C)G). 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, net of discrete tax items, 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 sectionheading 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

 

 

2019

 

 

2018

 

 

2017

 

 

(In millions)

 

 

(In millions)

 

Interest expense

 

$

(53

)

 

$

(54

)

 

$

(53

)

 

$

(59

)

 

$

(54

)

 

$

(53

)

Unallocated corporate costs

 

 

(50

)

 

 

(45

)

 

 

(46

)

 

 

(50

)

 

 

(61

)

 

 

(50

)

General unallocated income (expense)

 

 

(8

)

 

 

7

 

 

 

11

 

 

 

8

 

 

 

2

 

 

 

3

 

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

 

 

7

 

 

 

3

 

 

 

4

 

 

 

1

 

 

 

2

 

 

 

7

 

Total other unallocated items

 

$

(118

)

 

$

(95

)

 

$

(92

)

 

$

(102

)

 

$

(115

)

 

$

(107

)

 

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) 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 income, 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 affiliatea contractual joint venture in Purification Solutions segmentSegment EBIT.

37


In fiscal 2017,2019, Total other unallocated items changed by $2313 million when compared to fiscal 2016, primarily driven by a change of $15 million of General unallocated income (expense). This was primarily2018 due to the cost of sales impact of LIFO accounting from changesdecrease 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 tofor corporate projects and lower incentive compensation.

In fiscal 2016, Total other unallocated items changed by $3 million when compared to fiscal 2015, primarily driven by acompensation and the change of $4 million in General unallocatedUnallocated 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), partially offset by the favorable impact of changes in foreign currency movements ($13 million).translation.

Reinforcement Materials

Sales and EBIT for Reinforcement Materials for fiscal 2017, 20162019, 2018 and 20152017 are as follows:

 

 

Years Ended September 30

 

 

Years Ended September 30

 

 

2017

 

 

2016

 

 

2015

 

 

2019

 

 

2018

 

 

2017

 

 

(In millions)

 

 

(In millions)

 

Reinforcement Materials Sales

 

$

1,381

 

 

$

1,108

 

 

$

1,507

 

 

$

1,815

 

 

$

1,774

 

 

$

1,381

 

Reinforcement Materials EBIT

 

$

193

 

 

$

137

 

 

$

143

 

 

$

266

 

 

$

279

 

 

$

193

 

 

In fiscal 2017,2019, sales in Reinforcement Materials increased by $27341 million when compared to fiscal 2016.2018. The increase was principally driven by a more favorable pricepricing and product mix (combined $260 million) and higher volumes ($27$87 million), partially offset by the unfavorable comparison ofimpact from foreign currency translation ($1252 million). The more favorable price and product mix was primarily driven by benefitsdue to higher pricing from contract gains2019 tire customer agreements. The unfavorable impact for foreign currency translation was from the weakening of the Euro, British pound, Canadian dollar 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 inChinese renminbi against the Americas.U.S. dollar.

36


In fiscal 2016, sales in2019, Reinforcement Materials EBIT decreased by $399$13 million when compared to fiscal 2015. The decrease was principally driven by less favorable price and product mix (combined $335 million), lower volumes ($27 million) and an unfavorable comparison from foreign currency translation ($37 million). The less favorable price and product mix was primarily due to 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 Asiadue to a challenging macro-economicenvironmentand the closure of our Merak, Indonesia manufacturing plant.

In fiscal 2017, Reinforcement Materials EBIT increased by $56 million when 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 change 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 sales 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 decreased by $6 million when compared to fiscal 20152018 driven principally by lower unit margins ($2341 million) and lower volumesthe unfavorable impact from the change in inventory levels ($103 million). The decrease was, partially offset by lower fixed costs ($1927 million) and a favorable comparison from foreign currency translationhigher volumes ($91 million). Lower unit margins were driven primarily by lower year overthe continued competitive pricing environment in Asia and higher raw material costs, partially offset by higher pricing from 2019 calendar 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 of our local currency fixed costs in South America to U.S. dollars.gains. Lower fixed costs were primarily due to cost reductions as a result of restructuring actionslower maintenance costs and reduced maintenance costs.lower incentive compensation.

Performance Chemicals

Sales and EBIT for Performance Chemicals for fiscal 2017, 20162019, 2018 and 20152017 are as follows:

 

 

Years Ended September 30

 

 

Years Ended September 30

 

 

2017

 

 

2016

 

 

2015

 

 

2019

 

 

2018

 

 

2017

 

 

(In millions)

 

 

(In millions)

 

Specialty Carbons and Formulations Sales

 

$

623

 

 

$

578

 

 

$

630

 

Metal Oxides Sales

 

 

285

 

 

 

287

 

 

 

297

 

Performance Additives Sales

 

$

694

 

 

$

707

 

 

$

650

 

Formulated Solutions Sales

 

 

301

 

 

 

321

 

 

 

258

 

Performance Chemicals Sales

 

$

908

 

 

$

865

 

 

$

927

 

 

$

995

 

 

$

1,028

 

 

$

908

 

Performance Chemicals EBIT

 

$

201

 

 

$

225

 

 

$

178

 

 

$

152

 

 

$

200

 

 

$

201

 

 

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 2016,2019, sales in Performance Chemicals decreased by $62$33 million when compared to fiscal 20152018 primarily due to a less favorable price and product mix (combined $51lower volumes ($22 million) and the unfavorable comparisonimpact from foreign currency translation ($2128 million), partially offset by more favorable pricing ($21 million) as we passed through higher raw material costs to our customers. The lower volumes ($10 million). The change in price and product mix was mainlywere driven by price adjustments to customerslower automotive production that impacted demand for decreases in raw material costs.our products. The unfavorable impact from foreign currency translation was from the weakening of the Euro, British pound, Canadian dollar and Chinese renminbi against the U.S. dollar.

In fiscal 2017,2019, EBIT in Performance Chemicals decreased by $2448 million when compared to fiscal 20162018 primarily due to lower unit margins ($3323 million), lower volumes ($13 million), higher fixed costs ($235 million) and the unfavorable impact offrom foreign currency translation ($26 million). The decrease inLower unit margins was driven by higher raw material costs. Higher fixed costs were due to weaker product mix in Specialty Carbons and Specialty Compounds as a result of increased maintenance,the lower volumes of higher activity levelsmargin products sold into the automotive and growth investments. These decreases in EBIT werefiber end markets, 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 millionpricing as we passed through higher when compared to fiscal 2015 primarily due to higher unit margins ($34 million) 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 earlier in the fiscal year.our customers.

37


Purification Solutions

Sales and EBIT for Purification Solutions for fiscal 2017, 20162019, 2018 and 20152017 are as follows:

 

 

Years Ended September 30

 

 

Years Ended September 30

 

 

2017

 

 

2016

 

 

2015

 

 

2019

 

 

2018

 

 

2017

 

 

(In millions)

 

 

(In millions)

 

Purification Solutions Sales

 

$

281

 

 

$

290

 

 

$

296

 

 

$

278

 

 

$

279

 

 

$

281

 

Purification Solutions EBIT

 

$

6

 

 

$

(5

)

 

$

5

 

 

$

2

 

 

$

(7

)

 

$

6

 

38


 

Sales in Purification Solutions decreased by $91 million in fiscal 20172019 when compared to fiscal 20162018 primarily due to lower volumes ($4 million) and the unfavorable impact from foreign currency translation ($7 million), partially offset by the impact of a lessmore favorable price and product mix (combined $16 million) and an unfavorable comparison of foreign currency translation ($1 million), partially offset by higher volumes ($8$11 million). The less favorable price and product mix was primarilylower volumes were due to priceincreased competition and reduced usage 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 withinthe mercury removal and specialtyother flue gas applications.

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 factorsbroad based price increases and volume growth in certain gas and air and water applications as well as increased demand for lower priced products. Higher volumes were driven byour higher demand for activated carbon in gas and air applications as the MATS regulation took full effect in April 2016.margin specialty applications.

EBIT in Purification Solutions increased by $11$9 million in fiscal 20172019 when compared to fiscal 20162018 driven by the favorable impact of changing inventory levelslower fixed costs ($15 million), higher volumes ($512 million) and the favorable comparisonimpact from the sell through of foreign currency translationlower cost inventories ($24 million). These improvements were, partially offset bythe absence of royalty payments under a technology settlement agreement which did not reoccur in 2019 ($5 million), and lower unit marginsvolumes ($5 million) and higher fixed costs ($62 million). Higher volumes were due to sales to mercury removal and specialty customers. HigherLower fixed costs were a result of a plant disruption duringdriven by savings associated with an organizational re-alignment and restructuring which were put into effect throughout the third quartercourse 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).2019.

Specialty Fluids

Sales and EBIT for Specialty Fluids for fiscal 2017, 20162019, 2018 and 20152017 are as follows:

 

 

Years Ended September 30

 

 

Years Ended September 30

 

 

2017

 

 

2016

 

 

2015

 

 

2019(1)

 

 

2018

 

 

2017

 

 

(In millions)

 

 

(In millions)

 

Specialty Fluids Sales

 

$

41

 

 

$

47

 

 

$

42

 

 

$

56

 

 

$

45

 

 

$

41

 

Specialty Fluids EBIT

 

$

9

 

 

$

13

 

 

$

6

 

 

$

24

 

 

$

8

 

 

$

9

 

 

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).

(1)

We divested our Specialty Fluids business on June 28, 2019. Refer to Note D for the terms of this transaction.

Sales in Specialty Fluids increased by $5$11 million in fiscal 20162019 when compared to fiscal 2015.2018. 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).fluids.

EBIT in Specialty Fluids increased by $7$16 million in fiscal 20162019 when compared to fiscal 2015.2018. The increase is primarily due to a higher volumes ($4 million) and lower fixed costs ($4 million), partially offset by a less favorable price and product mix ($1 million).level of project activity.

38


Outlook

Looking forward to 2018,fiscal 2020, we remain focusedexpect the current challenging macroeconomic conditions affecting our business will continue. Those conditions include disputes related to trade tariffs between the U.S. and China, volatile commodity prices and soft global automotive production. These challenges are driving certain customers to be cautious in their short-term purchasing behavior, which could impact our fiscal 2020 results. We do not expect this short-term behavior to have a long-term impact on our strategy of investing forthe business as the conditions subside, however, and we expect EBIT growth across all segments in the core, driving application innovation with our customers, and generating strong cash flows through efficiency and optimization. The global market forfiscal 2020. Reinforcement Materials generally remains favorable. We continue 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 ratesis expected to be in line with gross domestic product (“GDP”). In terms of emerging markets, South America continues to gain momentum across all product categories as the local economies slowly recover. Inbenefit from favorable calendar 2020 customer agreements. We anticipate that Performance Chemicals EBIT will improve as we move through the end markets remain robust with growth rates in excessyear from the benefits of global GDPa full year of production at the new China fumed silica plant. We expect that Purification Solutions results will improve from the full year benefit of transformation actions and as we continue to developgrow our specialty applications. With the foundation for future growth in Fumed Metal Oxides with our announced investments in Wuhai, China and Carrollton, Kentucky and insale of the 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 removalFluids 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,fiscal 2019, we will continue to investnot have any EBIT contribution from this business 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.fiscal 2020.

 

Cash Flows and Liquidity

Overview

Our liquidity position, as measured by cash and cash equivalents plus borrowing availability, increased by $80 530 million during fiscal 2017. The increase2019, which was largely attributable to an increasethe repayment of commercial paper through the proceeds from the sale of the Specialty Fluids business, the issuance of long-term debt, increased borrowing availability under a new revolving credit agreement and lower net working capital, partially offset by share repurchases and cash dividends, and the redemption of the preferred stock issued in our cash balances due to strong cash flow from operations.the NHUMO, S.A. de C.V. (“NHUMO”) transaction. As of September 30, 2017,2019, we had cash and cash equivalents of $280 169 million and borrowing availability under our revolving credit agreementagreements of $1 billion.1,297 million. Our U.S. revolving credit agreement which was amended in October 2017 to extend the maturity to October 2022, supports our commercial paper program andprogram. Our non-U.S. revolving credit agreements may be used for repatriation of earnings of our foreign subsidiaries to the U.S., the repayment of indebtedness of our foreign subsidiaries owing to us or any of our subsidiaries, and for working capital letters of credit and other general corporate purposes.

At September 30, 2017,2019, we were in compliance with all applicable covenants under our revolving credit facilityfacilities including the total consolidated debt to consolidated EBITDA (earnings before interest, taxes, depreciation and amortization) covenant.

39


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. Cash held by foreign subsidiaries is generally used to finance the subsidiaries’ operational activities and future investments. We use commercial paper throughout the year to manage short termshort-term U.S. cash needs. The commercial paper balance is generally paid downreduced at quarter-end using cash derived from customer collections, settlement of intercompany balances and short-term intercompany loans. In the unusual event thatThe balance of commercial paper outstanding as of September 30, 2019 was $33 million. If additional funds are needed in the U.S., we have the ability to repatriate additional funds. Such repatriation could result in an adjustment to our tax liability.offshore earnings.

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 agreement 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.

In May 2019, several subsidiaries entered into a revolving credit agreement with a loan commitment not to exceed 300 million Euros. The revolving credit agreement may be used for repatriation of earnings of Cabot’s foreign subsidiaries to the U.S., the repayment of indebtedness of our 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.

In June 2019, we issued $300 million in registered notes with a coupon of 4.0% that mature on July 1, 2029. These notes are unsecured and pay interest on January 1 and July 1 commencing in January 2020. The net proceeds of this offering were $296 million after deducting discounts and issuance costs.

We issued $250$30 million of 2.55% fixed rate debt7.42% medium term notes in fiscal 20121999 that maturesmatured on January 15,December 11, 2018. We intend to refinance this debt,repaid these notes at maturity with a combination of cash on hand and are evaluatingcommercial paper borrowings.

In November 2013, we purchased all of our refinancing options, includingjoint 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 partner with a public bond, commercial paper,repurchase value of $25 million and various formsa fixed dividend rate of bank debt.

Our Consolidated Statements6% per annum. In November 2018, we repurchased the preferred stock for $25 million and paid a final dividend payment 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.approximately $1.4 million.

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

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 $340363 million in fiscal 2017.2019. Operating activities provided $392$298 million and $499$348 million of cash in fiscal 20162018 and 2015, respectively.

39


Cash provided by operating activities in fiscal 2017, was driven primarily by net income of $266 million plus $155 million of non-cash depreciation and amortization. In addition, there was an increase in accounts payable and accruals and dividends from equity affiliates. These sources of cash were partially offset by increases in accounts receivable and inventories due to higher sales and raw material costs.respectively.

Cash provided by operating activities in fiscal 20162019 was driven primarily by our net income of $164$186 million, plus $161 millionthe non-cash impacts of non-cash depreciation and amortization. In addition, there was a net decrease in accounts receivable and inventories largely driven by lower raw material costs and associated price reductions. These sourcesamortization of cash were partially offset by$148 million, a decrease in accounts payable.Accounts and notes receivable of $73 million, the loss on the sale and asset impairment of the Specialty Fluids business of $29 million, a decrease in Inventory of $27 million, and the impairment of our investment in our Venezuelan equity affiliate of $11 million. Partially offsetting these factors were a decrease in Accounts payable and accrued liabilities of $75 million, a decrease in Other liabilities of $37 million, and the non-cash impact of a decrease in our deferred tax provision of $27 million.

Cash provided by operating activities in fiscal 20152018 was driven primarily by ournet income, which, before 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 decreaseimpairment charges, totaled $329 million from strong business performance and an increase in accounts payable and accrued liabilities, partially offset by increases in Accounts and notes receivable and inventoriesInventories largely driven by lowerhigher raw material costs and associated price reductions.costs.

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, 2017,2019, we had $3 7 million of total restructuring costs in accrued expenses in the Consolidated Balance Sheets related to our global restructuring activities. We made cash payments of $612 million during fiscal 2017.2019. In fiscal 20182020 and thereafter, we expect to make cash payments totaling approximately $68 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.40


Environmental Reserves and Litigation Matters—As of September 30, 2017,2019, we had a $1213 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, 2017,2019, we had a $1835 million reserve for respirator claims. ExpendituresWe expect expenditures for each of these reserves willto 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 $94 million of cash in fiscal 2019 compared to $246 million in fiscal 2018 and $149 million in fiscal 2017. In fiscal 2017,2019, the use of cash by investing activities was primarily driven by capital expenditures of $224 million, partially offset by proceeds from the sale of the Specialty Fluids business of $135 million.

In fiscal 2018, the use of cash by investing activities was primarily driven by $64 million of cash paid for our acquisition of Tech Blend, net of cash acquired of $1 million, and capital expenditures of $229 million. These capital expenditures were $147 million. Capital expenditures were primarily related tofor sustaining and compliance capital projects at our operating facilities. In fiscal 2016,facilities as well as capacity expansion capital expenditures were $112 million. Major capital project expenditures were related to sustainingin Reinforcement Materials and compliance activities. In fiscal 2015, capital expenditures were $141 million. Major capital project expenditures werePerformance Chemicals. Offsetting these amounts was an inflow of cash related to the completionsales of our lignite mine development project in the Purification Solutions segment, mine development activities for our Specialty Fluids segment, and sustaining and compliance capital projectsland at our operating facilities.former sites in Merak, Indonesia, and Thane, India and proceeds from the sale of shares of a cost method investment in Asia.

Capital expenditures for fiscal 20182020 are expected to be betweenapproximately $225 million and $250million. Our planned capital spending program for fiscal 20182020 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, KentuckyReinforcement Materials and Wuhai, China.Performance Chemicals.

Cash Flows from Financing Activities

Financing activities consumed $125236 million of cash in fiscal 20172019 compared to $184$141 million in fiscal 20162018 and $256$133 million in fiscal 2015. 2017. The use of cash by financing activities in fiscal 2019 primarily consisted of the repayment of $216 million of commercial paper, share repurchases of $173 million, dividend payments to stockholders of $80 million, the repayment of $75 million of long-term debt, the redemption of $25 million of preferred stock held by our former NHUMO joint venture partner, and dividend payments of $23 million to noncontrolling interests, partially offset by the proceeds from the issuance of our registered notes and borrowing under our European revolver in the aggregate of $352 million.

The use of cash in fiscal 20172018 was primarily related to cash dividends paid to common stockholders of $77$80 million, purchases of common stock of $61$142 million, and cash dividends paid to noncontrolling interests of $14$21 million. Partially offsetting these uses of cash was $21 million of proceeds from the exercise of stock options granted under our incentive compensation plans.

The use of cash in fiscal 2016 was primarily related to cash dividends paid to common stockholders of $65 million, purchases of common stock of $45 million, cash dividends paid to noncontrolling interests of $16 million, and a decreaseThese were offset by an increase in our overall debt balance of $68$80 million. The decreaseincrease in debt was driven primarily by our redemptionan increase in working capital and the acquisition of our $300 million 5% fixed rate debt and a reduction in our outstanding commercial paper,Tech Blend, partially offset by the issuance of $250 million in registered notes with a coupon of 3.4% that mature on September 15, 2026.proceeds from the Merak, Indonesia and Thane, India land sales.

At September 30, 2017,2019, we had $1 billion1,297 million of availability under our credit agreement. agreements.Although generally we typically have an outstanding commercial paper balance during the quarter, we pay downgenerally reduce the balance at quarter-end through cash receipts from collections, settlement of intercompany balances and short-term intercompany loans. As such, thereThere was no$33 million and $249 million of commercial paper outstanding at September 30, 2017 or 2016.2019 and 2018, respectively.

Our long-term total debt, of which $256 7 million is current, matures at various times as presented in Note HJ of our Notes to the Consolidated Financial Statements. The weighted-average interest rate on our fixed rate long-term debt was 3.543.85% as of September 30, 2017.2019.

40


Share Repurchases

In fiscal 2018, the Board of Directors’ authorized us to repurchase up to 10 million shares of common stock. During fiscal 2017, 2016,2019 and 2015,2018, we repurchased approximately 1.1 million, 0.83.6 million and 2.32.2 million shares of our common stock on the open market for an aggregate purchase price of $59 million, $39167 million and $96$138 million, respectively. Additionally, during each of fiscal 2019 and 2018, we repurchased less than one million shares of our common stock associated with employee tax obligations on stock-based compensation awards for $6 million and $4 million, respectively. As of September 30, 2017,2019, we had approximately 1.75.9 million shares available for repurchase under the Board of Directors’ share repurchase authorization.

Dividend Payments

In fiscal 2017, 20162019 and 2015,fiscal 2018, we paid cash dividends on our common stock of $1.23, $1.041.36 and $0.88$1.29 per share, respectively. These cash dividend payments totaled $7780 million in both fiscal 2017, $65 million in2019 and fiscal 2016, and $56 million in fiscal 2015.2018.

Employee Benefit Plans

As of September 30, 2017,2019, we had a consolidated pension obligation, net of the fair value of plan assets, of $115$79 million, comprised of $62$31 million for pension benefit plan liabilities and $53$48 million for postretirement benefit plan liabilities.

41


The $62$31 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

)

 

 

U.S.

 

 

Foreign

 

 

Total

 

 

 

(In millions)

 

Fair value of plan assets

 

$

151

 

 

$

195

 

 

$

346

 

Benefit obligation

 

 

157

 

 

 

220

 

 

 

377

 

Funded (unfunded) status

 

$

(6

)

 

$

(25

)

 

$

(31

)

 

In fiscal 2017,2019, we made cash contributions totaling approximately $9$8 million to our foreign pension benefit plans. In fiscal 2018,2020, we expect to make cash contributions of $810 million to our foreign pension plans.

The $5348 million of unfunded postretirement benefit plan liabilities is comprised of $33$28 million for our U.S. and $20 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 2017,2019, we paid postretirement benefits of $3 million under our U.S. postretirement plans and less than $1 million under our foreign postretirement plans.4 million. For fiscal 2018,2020, our benefit payments for our postretirement plans are expected to be immaterial.$4 million.

In fiscal 2019, Cabot’s Board of Directors approved a resolution to terminate the U.S. pension plan. We commenced the U.S. plan termination process during the third quarter of 2019 and expect to complete the transfer of the U.S. plan’s assets in fiscal year 2020 pending an Internal Revenue Service determination letter. The pension liability will be settled in either a lump-sum payment or a purchased annuity. Upon settlement of the plan, we will recognize a loss with the release of approximately $13 million from Accumulated other comprehensive income (loss) in the Consolidated Balance Sheet to Other income (expense) in the Consolidated Statement of Operations.

Off-Balance Sheet Arrangements

WeAs of September 30, 2019, 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

 

 

Payments Due by Fiscal Year

 

 

2018

 

 

2019

 

 

2020

 

 

2021

 

 

2022

 

 

Thereafter

 

 

Total

 

 

2020

 

 

2021

 

 

2022

 

 

2023

 

 

2024

 

 

Thereafter

 

 

Total

 

 

(In millions)

 

 

(In millions)

 

Purchase Commitments

 

$

304

 

 

$

298

 

 

$

193

 

 

$

146

 

 

$

134

 

 

$

1,858

 

 

$

2,933

 

Purchase commitments

 

$

281

 

 

$

179

 

 

$

169

 

 

$

143

 

 

$

137

 

 

$

1,648

 

 

$

2,557

 

Long-term debt

 

 

255

 

 

 

30

 

 

 

 

 

 

 

 

 

365

 

 

 

258

 

 

 

908

 

 

 

4

 

 

 

43

 

 

 

365

 

 

 

 

 

 

56

 

 

 

558

 

 

 

1,026

 

Capital lease obligations(1)

 

 

3

 

 

 

2

 

 

 

2

 

 

 

2

 

 

 

2

 

 

 

9

 

 

 

20

 

 

 

3

 

 

 

3

 

 

 

3

 

 

 

3

 

 

 

2

 

 

 

7

 

 

 

21

 

Fixed interest on long-term debt

 

 

28

 

 

 

24

 

 

 

23

 

 

 

23

 

 

 

20

 

 

 

37

 

 

 

155

 

 

 

35

 

 

 

35

 

 

 

35

 

 

 

21

 

 

 

21

 

 

 

79

 

 

 

226

 

Operating leases

 

 

25

 

 

 

16

 

 

 

10

 

 

 

9

 

 

 

8

 

 

 

68

 

 

 

136

 

 

 

23

 

 

 

14

 

 

 

9

 

 

 

9

 

 

 

8

 

 

 

68

 

 

 

131

 

Total

 

$

615

 

 

$

370

 

 

$

228

 

 

$

180

 

 

$

529

 

 

$

2,230

 

 

$

4,152

 

 

$

346

 

 

$

274

 

 

$

581

 

 

$

176

 

 

$

224

 

 

$

2,360

 

 

$

3,961

 

 

((1)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. We have also entered into long-term purchase agreements primarily for services related to information technology, which are not included in the table above, that total $12 million as of September 30, 2019, the majority of which is expected to be paid within the next 5 years.

Capital Leases

We have capital lease obligations primarily for certain equipment and buildings. These obligations are payable over the next 16 14 years.

41


Operating Leases

We have operating leases primarily comprised of leases for transportation vehicles, warehouse facilities, office space, and machinery and equipment.

42


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.

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, 2017.2019. 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, 2017.2019.

 

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, 2019

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

 

$1 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, 2017,2019, we had $554 million in net notional foreign currency contracts, which were denominated in British pound, Canadian dollar, Indonesian rupiah and Czech koruna. These forwards had a fair value of less than $1million as of September 30, 2017.2019.

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 2017,2019, foreign currency translations in the aggregate decreased our business segment EBIT by $26 million, the majority of which affected the results of the Reinforcement Materials and Performance Chemicals segments, partially offset by a favorable impact to the Purification Solutions segment. The overall unfavorable impact was largely fromdriven by the translation of local currency denominated operatingrevenues and costs to U.S. dollars in China and Brazil, where the average exchange rates increased in value versus the U.S. dollar during fiscal 2017.Europe. In addition, we recognized a $4net foreign exchange gain of less than $1 million expense in Other income (expense) in fiscal 20172019 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, andpartially offset by unfavorable movements in the Colombian PesoEuro during the year.

 

 

4243


Item  8.

Financial StatementsStatements and Supplementary Data

INDEX TO FINANCIAL STATEMENTS

 

Description

Description

Page

Description

Page

(1)

Consolidated Statements of Operations

44

Consolidated Statements of Operations

45

(2)

Consolidated Statements of Comprehensive Income

45

Consolidated Statements of Comprehensive Income

46

(3)

Consolidated Balance Sheets

46

Consolidated Balance Sheets

47

(4)

Consolidated Statements of Cash Flows

48

Consolidated Statements of Cash Flows

49

(5)

Consolidated Statements of Changes in Stockholders’ Equity

49

Consolidated Statements of Changes in Stockholders’ Equity

50

(6)

Notes to the Consolidated Financial Statements

50

Notes to the Consolidated Financial Statements

51

(7)

Reports of Independent Registered Public Accounting Firm

87

Reports of Independent Registered Public Accounting Firm

90

 

4344


CABOT CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

 

Years Ended September 30

 

 

 

2017

 

 

2016

 

 

2015

 

 

 

(In millions, except per share amounts)

 

Net sales and other operating revenues

 

$

2,717

 

 

$

2,411

 

 

$

2,871

 

Cost of sales

 

 

2,065

 

 

 

1,833

 

 

 

2,286

 

Gross profit

 

 

652

 

 

 

578

 

 

 

585

 

Selling and administrative expenses

 

 

260

 

 

 

275

 

 

 

282

 

Research and technical expenses

 

 

56

 

 

 

53

 

 

 

58

 

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

 

 

 

 

 

 

 

 

210

 

Purification Solutions goodwill impairment charge (Note E)

 

 

 

 

 

 

 

 

352

 

Income (loss) from operations

 

 

336

 

 

 

250

 

 

 

(317

)

Interest and dividend income

 

 

9

 

 

 

5

 

 

 

4

 

Interest expense

 

 

(53

)

 

 

(54

)

 

 

(53

)

Other income (expense)

 

 

(4

)

 

 

(7

)

 

 

(11

)

Income (loss) from continuing operations before income taxes and

   equity in earnings of affiliated companies

 

 

288

 

 

 

194

 

 

 

(377

)

(Provision) benefit for income taxes

 

 

(29

)

 

 

(34

)

 

 

45

 

Equity in earnings of affiliated companies, net of tax

 

 

7

 

 

 

3

 

 

 

4

 

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

)

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

   of $6, $4 and $5

 

 

25

 

 

 

15

 

 

 

8

 

Net income (loss) attributable to Cabot Corporation

 

$

241

 

 

$

149

 

 

$

(334

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

62.3

 

 

 

62.4

 

 

 

63.4

 

Diluted

 

 

62.7

 

 

 

62.9

 

 

 

63.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

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

44


CABOT CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

 

Years Ended September 30

 

 

 

2017

 

 

2016

 

 

2015

 

 

 

(In millions)

 

Net income (loss)

 

$

266

 

 

$

164

 

 

$

(326

)

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

)

Comprehensive income (loss)

 

 

334

 

 

 

133

 

 

 

(565

)

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

 

 

25

 

 

 

15

 

 

 

8

 

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

 

 

2

 

 

 

(5

)

 

 

(4

)

Comprehensive income (loss) attributable to noncontrolling interests

 

 

27

 

 

 

10

 

 

 

4

 

Comprehensive income (loss) attributable to Cabot Corporation

 

$

307

 

 

$

123

 

 

$

(569

)

 

 

Years Ended September 30

 

 

 

2019

 

 

2018

 

 

2017

 

 

 

(In millions, except per share amounts)

 

Net sales and other operating revenues

 

$

3,337

 

 

$

3,242

 

 

$

2,717

 

Cost of sales

 

 

2,652

 

 

 

2,470

 

 

 

2,060

 

Gross profit

 

 

685

 

 

 

772

 

 

 

657

 

Selling and administrative expenses

 

 

290

 

 

 

308

 

 

 

262

 

Research and technical expenses

 

 

60

 

 

 

66

 

 

 

57

 

Specialty Fluids loss on sale and asset impairment charge (Note D)

 

 

29

 

 

 

 

 

 

 

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

 

 

 

 

 

162

 

 

 

 

Purification Solutions goodwill impairment charge (Note G)

 

 

 

 

 

92

 

 

 

 

Income (loss) from operations

 

 

306

 

 

 

144

 

 

 

338

 

Interest and dividend income

 

 

9

 

 

 

10

 

 

 

9

 

Interest expense

 

 

(59

)

 

 

(54

)

 

 

(53

)

Other income (expense)

 

 

(1

)

 

 

17

 

 

 

5

 

Income (loss) from continuing operations before income taxes and

   equity in earnings of affiliated companies

 

 

255

 

 

 

117

 

 

 

299

 

(Provision) benefit for income taxes

 

 

(70

)

 

 

(193

)

 

 

(33

)

Equity in earnings of affiliated companies, net of tax

 

 

1

 

 

 

2

 

 

 

7

 

Net income (loss)

 

 

186

 

 

 

(74

)

 

 

273

 

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

   of $6, $10 and $6

 

 

29

 

 

 

39

 

 

 

25

 

Net income (loss) attributable to Cabot Corporation

 

$

157

 

 

$

(113

)

 

$

248

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

58.7

 

 

 

61.7

 

 

 

62.3

 

Diluted

 

 

58.8

 

 

 

61.7

 

 

 

62.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

2.64

 

 

$

(1.85

)

 

$

3.94

 

Diluted

 

$

2.63

 

 

$

(1.85

)

 

$

3.91

 

 

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

 

45


CABOT CORPORATION

CONSOLIDATED BALANCE SHEETS

ASSETSSTATEMENTS OF COMPREHENSIVE INCOME

 

 

 

September 30

 

 

 

2017

 

 

2016

 

 

 

(In millions, except

share and per share amounts)

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

280

 

 

$

200

 

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

 

 

527

 

 

 

456

 

Inventories

 

 

396

 

 

 

342

 

Prepaid expenses and other current assets

 

 

59

 

 

 

49

 

Total current assets

 

 

1,262

 

 

 

1,047

 

Property, plant and equipment

 

 

3,602

 

 

 

3,433

 

Accumulated depreciation

 

 

(2,297

)

 

 

(2,143

)

Net property, plant and equipment

 

 

1,305

 

 

 

1,290

 

Goodwill

 

 

154

 

 

 

152

 

Equity affiliates

 

 

56

 

 

 

53

 

Intangible assets, net

 

 

137

 

 

 

140

 

Assets held for rent

 

 

104

 

 

 

97

 

Deferred income taxes

 

 

250

 

 

 

216

 

Other assets

 

 

46

 

 

 

40

 

Total assets

 

$

3,314

 

 

$

3,035

 

 

 

Years Ended September 30

 

 

 

2019

 

 

2018

 

 

2017

 

 

 

(In millions)

 

Net income (loss)

 

$

186

 

 

$

(74

)

 

$

273

 

Other comprehensive income (loss), net of tax

 

 

 

 

 

 

 

 

 

 

 

 

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

   of ($5), $1, and $4

 

 

(69

)

 

 

(64

)

 

 

25

 

Unrealized holding gains (losses) arising during the period,

   net of tax provision of $—, $—, and $—

 

 

 

 

 

(1

)

 

 

 

Derivatives: net investment hedges

 

 

 

 

 

 

 

 

 

 

 

 

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

   provision (benefit) of $1, $2, and $—

 

 

(4

)

 

 

(3

)

 

 

 

(Gains) losses excluded from effectiveness testing and amortized to

   interest expense, net of tax provision (benefit) of $—, $(1), and $—

 

 

1

 

 

 

1

 

 

 

 

Pension and other postretirement benefit liability adjustments

 

 

 

 

 

 

 

 

 

 

 

 

Pension and other postretirement benefit liability adjustments

   arising during the period, net of tax

 

 

(6

)

 

 

6

 

 

 

41

 

Amortization of net loss and prior service credit included in net

   periodic pension cost, net of tax

 

 

1

 

 

 

(1

)

 

 

2

 

Specialty Fluids divestiture

 

 

(3

)

 

 

 

 

 

 

Other comprehensive income (loss)

 

 

(80

)

 

 

(62

)

 

 

68

 

Comprehensive income (loss)

 

 

106

 

 

 

(136

)

 

 

341

 

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

 

 

29

 

 

 

39

 

 

 

25

 

Foreign currency translation adjustment attributable to noncontrolling

   interests, net of tax

 

 

(6

)

 

 

(4

)

 

 

2

 

Comprehensive income (loss) attributable to noncontrolling interests

 

 

23

 

 

 

35

 

 

 

27

 

Comprehensive income (loss) attributable to Cabot Corporation

 

$

83

 

 

$

(171

)

 

$

314

 

 

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

46


CABOT CORPORATION

CONSOLIDATED BALANCE SHEETS

ASSETS

 

 

September 30

 

 

 

2019

 

 

2018

 

 

 

(In millions, except

share and per share amounts)

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

169

 

 

$

175

 

Accounts and notes receivable, net of reserve for doubtful accounts of $3 and $7

 

 

530

 

 

 

637

 

Inventories

 

 

466

 

 

 

511

 

Prepaid expenses and other current assets

 

 

45

 

 

 

63

 

Total current assets

 

 

1,210

 

 

 

1,386

 

Property, plant and equipment

 

 

3,546

 

 

 

3,520

 

Accumulated depreciation

 

 

(2,198

)

 

 

(2,224

)

Net property, plant and equipment

 

 

1,348

 

 

 

1,296

 

Goodwill

 

 

90

 

 

 

93

 

Equity affiliates

 

 

39

 

 

 

52

 

Intangible assets, net

 

 

96

 

 

 

98

 

Assets held for rent

 

 

 

 

 

118

 

Deferred income taxes

 

 

163

 

 

 

134

 

Other assets

 

 

58

 

 

 

67

 

Total assets

 

$

3,004

 

 

$

3,244

 

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

47


CABOT CORPORATION

CONSOLIDATED BALANCE SHEETS

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

September 30

 

 

September 30

 

 

2017

 

 

2016

 

 

2019

 

 

2018

 

 

(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

 

$

33

 

 

$

249

 

Accounts payable and accrued liabilities

 

 

457

 

 

 

364

 

 

 

537

 

 

 

613

 

Income taxes payable

 

 

22

 

 

 

25

 

 

 

22

 

 

 

29

 

Current portion of long-term debt

 

 

256

 

 

 

1

 

 

 

7

 

 

 

35

 

Redeemable preferred stock

 

 

 

 

 

26

 

Total current liabilities

 

 

742

 

 

 

397

 

 

 

599

 

 

 

952

 

Long-term debt

 

 

661

 

 

 

914

 

 

 

1,024

 

 

 

719

 

Deferred income taxes

 

 

38

 

 

 

41

 

 

 

41

 

 

 

42

 

Other liabilities

 

 

245

 

 

 

285

 

 

 

206

 

 

 

252

 

Redeemable preferred stock

 

 

27

 

 

 

26

 

Commitments and contingencies (Note R)

 

 

 

 

 

 

 

 

Commitments and contingencies (Note T)

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issued and Outstanding: None and none

 

 

 

 

 

 

Issued and Outstanding: NaN and NaN

 

 

 

 

 

 

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

)

Issued: 57,250,454 and 60,566,375 shares

 

 

 

 

 

 

 

 

Outstanding 57,080,589 and 60,366,569 shares

 

 

57

 

 

 

61

 

Less cost of 169,865 and 199,806 shares of common treasury stock

 

 

(5

)

 

 

(7

)

Additional paid-in capital

 

 

 

 

 

 

 

 

 

 

 

 

Retained earnings

 

 

1,683

 

 

 

1,544

 

 

 

1,337

 

 

 

1,417

 

Accumulated other comprehensive income (loss)

 

 

(259

)

 

 

(325

)

 

 

(391

)

 

 

(317

)

Total Cabot Corporation stockholders’ equity

 

 

1,480

 

 

 

1,274

 

 

 

998

 

 

 

1,154

 

Noncontrolling interests

 

 

121

 

 

 

98

 

 

 

136

 

 

 

125

 

Total stockholders’ equity

 

 

1,601

 

 

 

1,372

 

 

 

1,134

 

 

 

1,279

 

Total liabilities and stockholders’ equity

 

$

3,314

 

 

$

3,035

 

 

$

3,004

 

 

$

3,244

 

 

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

 

 

4748


CABOT CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

Years Ended September 30

 

 

Years Ended September 30

 

 

2017

 

 

2016

 

 

2015

 

 

2019

 

 

2018

 

 

2017

 

 

(In millions)

 

 

(In millions)

 

Cash Flows from Operating Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

266

 

 

$

164

 

 

$

(326

)

 

$

186

 

 

$

(74

)

 

$

273

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

155

 

 

 

161

 

 

 

183

 

 

 

148

 

 

 

149

 

 

 

155

 

Specialty Fluids loss on sale and asset impairment charge

 

 

29

 

 

 

 

 

 

 

Impairment of investment in equity affiliate

 

 

11

 

 

 

 

 

 

 

Long-lived asset impairment charge

 

 

 

 

 

23

 

 

 

210

 

 

 

 

 

 

162

 

 

 

 

Goodwill impairment charge

 

 

 

 

 

 

 

 

352

 

 

 

 

 

 

92

 

 

 

 

Deferred tax provision (benefit)

 

 

(35

)

 

 

(35

)

 

 

(86

)

 

 

(27

)

 

 

91

 

 

 

(31

)

Employee benefit plan settlement

 

 

 

 

 

 

 

 

18

 

 

 

7

 

 

 

 

 

 

 

Gain on sale of land

 

 

 

 

 

(39

)

 

 

 

Gain on sale of investments

 

 

 

 

 

(10

)

 

 

 

Equity in net income of affiliated companies

 

 

(7

)

 

 

(3

)

 

 

(4

)

 

 

(1

)

 

 

(2

)

 

 

(7

)

Non-cash compensation

 

 

16

 

 

 

17

 

 

 

12

 

 

 

11

 

 

 

22

 

 

 

16

 

Tax benefit from stock based compensation awards

 

 

(8

)

 

 

 

 

 

(2

)

Other non-cash (income) expense

 

 

(3

)

 

 

5

 

 

 

6

 

 

 

(3

)

 

 

16

 

 

 

(3

)

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts and notes receivable

 

 

(64

)

 

 

25

 

 

 

154

 

 

 

73

 

 

 

(127

)

 

 

(64

)

Inventories

 

 

(50

)

 

 

51

 

 

 

58

 

 

 

27

 

 

 

(105

)

 

 

(61

)

Prepaid expenses and other current assets

 

 

(14

)

 

 

1

 

 

 

16

 

 

 

18

 

 

 

(27

)

 

 

(14

)

Accounts payable and accrued liabilities

 

 

91

 

 

 

(27

)

 

 

(75

)

 

 

(75

)

 

 

122

 

 

 

91

 

Income taxes payable

 

 

(2

)

 

 

(4

)

 

 

(19

)

 

 

(6

)

 

 

7

 

 

 

(2

)

Other liabilities

 

 

(16

)

 

 

5

 

 

 

(12

)

 

 

(37

)

 

 

12

 

 

 

(16

)

Cash dividends received from equity affiliates

 

 

11

 

 

 

9

 

 

 

14

 

 

 

2

 

 

 

9

 

 

 

11

 

Cash provided by operating activities

 

 

340

 

 

 

392

 

 

 

499

 

 

 

363

 

 

 

298

 

 

 

348

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additions to property, plant and equipment

 

 

(147

)

 

 

(112

)

 

 

(141

)

 

 

(224

)

 

 

(229

)

 

 

(147

)

Proceeds from sale of business

 

 

135

 

 

 

 

 

 

 

Cash paid for acquisition of business, net of cash acquired of $—, $1 and $—

 

 

(3

)

 

 

(64

)

 

 

 

Proceeds from the sale of land

 

 

 

 

 

16

 

 

 

 

 

 

 

 

 

39

 

 

 

 

Change in assets held for rent

 

 

(6

)

 

 

(8

)

 

 

(21

)

Proceeds from sales of investments

 

 

 

 

 

11

 

 

 

 

Other

 

 

4

 

 

 

 

 

 

 

 

 

(2

)

 

 

(3

)

 

 

(2

)

Cash used in investing activities

 

 

(149

)

 

 

(104

)

 

 

(162

)

 

 

(94

)

 

 

(246

)

 

 

(149

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings under financing arrangements

 

 

1

 

 

 

 

 

 

 

 

 

29

 

 

 

 

 

 

1

 

Repayments under financing arrangements

 

 

(3

)

 

 

(3

)

 

 

(3

)

 

 

(29

)

 

 

(4

)

 

 

(3

)

Increase in notes payable, net

 

 

2

 

 

 

 

 

 

 

Repayments from issuance of commercial paper, net

 

 

 

 

 

(12

)

 

 

(18

)

Increase (decrease) in short-term borrowings, net

 

 

 

 

 

(4

)

 

 

2

 

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

 

 

(216

)

 

 

249

 

 

 

 

Proceeds from long-term debt, net of issuance costs

 

 

 

 

 

248

 

 

 

 

 

 

352

 

 

 

90

 

 

 

 

Repayments of long-term debt

 

 

(2

)

 

 

(301

)

 

 

(57

)

 

 

(75

)

 

 

(251

)

 

 

(2

)

Repayments of redeemable preferred stock

 

 

(25

)

 

 

 

 

 

 

Purchases of common stock

 

 

(61

)

 

 

(45

)

 

 

(101

)

 

 

(173

)

 

 

(142

)

 

 

(61

)

Proceeds from sales of common stock

 

 

21

 

 

 

10

 

 

 

4

 

 

 

4

 

 

 

22

 

 

 

21

 

Tax benefit from stock based compensation awards

 

 

8

 

 

 

 

 

 

2

 

Cash dividends paid to noncontrolling interests

 

 

(14

)

 

 

(16

)

 

 

(27

)

 

 

(23

)

 

 

(21

)

 

 

(14

)

Cash dividends paid to common stockholders

 

 

(77

)

 

 

(65

)

 

 

(56

)

 

 

(80

)

 

 

(80

)

 

 

(77

)

Cash used in financing activities

 

 

(125

)

 

 

(184

)

 

 

(256

)

 

 

(236

)

 

 

(141

)

 

 

(133

)

Effects of exchange rate changes on cash

 

 

14

 

 

 

19

 

 

 

(71

)

 

 

(39

)

 

 

(16

)

 

 

14

 

Increase (decrease) in cash and cash equivalents

 

 

80

 

 

 

123

 

 

 

10

 

 

 

(6

)

 

 

(105

)

 

 

80

 

Cash and cash equivalents at beginning of year

 

 

200

 

 

 

77

 

 

 

67

 

 

 

175

 

 

 

280

 

 

 

200

 

Cash and cash equivalents at end of year

 

$

280

 

 

$

200

 

 

$

77

 

 

$

169

 

 

$

175

 

 

$

280

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income taxes paid

 

$

69

 

 

$

66

 

 

$

78

 

 

$

99

 

 

$

84

 

 

$

69

 

Interest paid

 

$

48

 

 

$

51

 

 

$

42

 

 

$

47

 

 

$

47

 

 

$

48

 

 

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

 

4849


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’

 

 

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

 

 

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

 

 

 

62,211

 

 

$

55

 

 

$

 

 

$

1,561

 

 

$

(325

)

 

$

1,291

 

 

$

98

 

 

$

1,389

 

Net income (loss) attributable to Cabot Corporation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

241

 

 

 

 

 

 

 

241

 

 

 

 

 

 

 

241

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

248

 

 

 

 

 

 

 

248

 

 

 

 

 

 

 

248

 

Net income (loss) attributable to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

25

 

 

 

25

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

25

 

 

 

25

 

Total other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

66

 

 

 

66

 

 

 

2

 

 

 

68

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

66

 

 

 

66

 

 

 

2

 

 

 

68

 

Contributions from noncontrolling interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4

 

 

 

4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4

 

 

 

4

 

Acquisition of noncontrolling interest

 

 

 

 

 

 

 

 

 

 

(6

)

 

 

 

 

 

 

 

 

 

 

(6

)

 

 

6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6

)

 

 

 

 

 

 

 

 

 

 

(6

)

 

 

6

 

 

 

 

Cash dividends paid to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(14

)

 

 

(14

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(14

)

 

 

(14

)

Cash dividends paid to common stockholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(77

)

 

 

 

 

 

 

(77

)

 

 

 

 

 

 

(77

)

Cash dividends paid to common stockholders, $1.23 per

share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(77

)

 

 

 

 

 

 

(77

)

 

 

 

 

 

 

(77

)

Issuance of stock under equity compensation plans

 

 

833

 

 

 

2

 

 

 

25

 

 

 

 

 

 

 

 

 

 

 

27

 

 

 

 

 

 

 

27

 

 

 

833

 

 

 

2

 

 

 

25

 

 

 

 

 

 

 

 

 

 

 

27

 

 

 

 

 

 

 

27

 

Amortization of share-based compensation

 

 

 

 

 

 

 

 

 

 

16

 

 

 

 

 

 

 

 

 

 

 

16

 

 

 

 

 

 

 

16

 

 

 

 

 

 

 

 

 

 

 

16

 

 

 

 

 

 

 

 

 

 

 

16

 

 

 

 

 

 

 

16

 

Purchase and retirement of common stock

 

 

(1,160

)

 

 

(1

)

 

 

(35

)

 

 

(25

)

 

 

 

 

 

 

(61

)

 

 

 

 

 

 

(61

)

 

 

(1,160

)

 

 

(1

)

 

 

(35

)

 

 

(25

)

 

 

 

 

 

 

(61

)

 

 

 

 

 

 

(61

)

Balance at September 30, 2017

 

 

61,884

 

 

$

56

 

 

$

 

 

$

1,683

 

 

$

(259

)

 

$

1,480

 

 

$

121

 

 

$

1,601

 

 

 

61,884

 

 

 

56

 

 

 

 

 

 

1,707

 

 

 

(259

)

 

 

1,504

 

 

 

121

 

 

 

1,625

 

Net income (loss) attributable to Cabot Corporation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(113

)

 

 

 

 

 

 

(113

)

 

 

 

 

 

 

(113

)

Net income (loss) attributable to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

39

 

 

 

39

 

Total other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(58

)

 

 

(58

)

 

 

(4

)

 

 

(62

)

Acquisition of noncontrolling interest

 

 

 

 

 

 

 

 

 

 

(1

)

 

 

 

 

 

 

 

 

 

 

(1

)

 

 

1

 

 

 

 

Cash dividends declared to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(32

)

 

 

(32

)

Cash dividends paid to common stockholders, $1.29 per

share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(80

)

 

 

 

 

 

 

(80

)

 

 

 

 

 

 

(80

)

Issuance of stock under equity compensation plans

 

 

733

 

 

 

 

 

 

22

 

 

 

 

 

 

 

 

 

 

 

22

 

 

 

 

 

 

 

22

 

Amortization of share-based compensation

 

 

 

 

 

 

 

 

 

 

22

 

 

 

 

 

 

 

 

 

 

 

22

 

 

 

 

 

 

 

22

 

Purchase and retirement of common stock

 

 

(2,250

)

 

 

(2

)

 

 

(43

)

 

 

(97

)

 

 

 

 

 

 

(142

)

 

 

 

 

 

 

(142

)

Balance at September 30, 2018

 

 

60,367

 

 

 

54

 

 

 

 

 

 

1,417

 

 

 

(317

)

 

 

1,154

 

 

 

125

 

 

 

1,279

 

Net income (loss) attributable to Cabot Corporation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

157

 

 

 

 

 

 

 

157

 

 

 

 

 

 

 

157

 

Net income (loss) attributable to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

29

 

 

 

29

 

Total other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(74

)

 

 

(74

)

 

 

(6

)

 

 

(80

)

Acquisition of noncontrolling interest

 

 

 

 

 

 

 

 

 

 

(1

)

 

 

 

 

 

 

 

 

 

 

(1

)

 

 

1

 

 

 

 

Cash dividends declared to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(13

)

 

 

(13

)

Cash dividends paid to common stockholders, $1.36 per

share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(80

)

 

 

 

 

 

 

(80

)

 

 

 

 

 

 

(80

)

Issuance of stock under equity compensation plans

 

 

483

 

 

 

2

 

 

 

2

 

 

 

 

 

 

 

 

 

 

 

4

 

 

 

 

 

 

 

4

 

Amortization of share-based compensation

 

 

 

 

 

 

 

 

 

 

11

 

 

 

 

 

 

 

 

 

 

 

11

 

 

 

 

 

 

 

11

 

Purchase and retirement of common stock

 

 

(3,769

)

 

 

(4

)

 

 

(12

)

 

 

(157

)

 

 

 

 

 

 

(173

)

 

 

 

 

 

 

(173

)

Balance at September 30, 2019

 

 

57,081

 

 

$

52

 

 

$

 

 

$

1,337

 

 

$

(391

)

 

$

998

 

 

$

136

 

 

$

1,134

 

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

 

4950


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.”). 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, 2016,2018, the Company adopted athe new revenue recognition standard that amended the pre-existing accounting standard simplifyingfor revenue recognition. The Company used a modified retrospective approach, which is discussed in further detail in Note B.

Effective October 1, 2018, the Company adopted the new pension standard that amended the requirements on the presentation of debt issuance costs by presenting debt issuance costsnet periodic pension and postretirement benefit costs. The Company used a retrospective transition method to reclassify net periodic benefit cost, other than the service component, from Cost of sales, Selling and administrative expenses and Research and technical expenses to Other income (expense) in the Consolidated Statements of Operations for the prior periods presented, which is discussed in further detail in Note B.

Effective October 1, 2018, the Company realigned its business reporting structure under the Performance Chemicals segment and now combines its specialty carbons, fumed metal oxides and aerogel product lines into the Performance Additives business, and its specialty compounds and inkjet product lines into the Formulated Solutions business. Prior period Performance Chemicals segment revenue results have been recast to reflect the realignment.

In January 2019, the Company entered into an agreement to sell its Specialty Fluids business to Sinomine (Hong Kong) Rare Metals Resources Co. Limited, a wholly owned subsidiary of Sinomine Resource Group Co., Ltd. (“Sinomine”). The sale of the Specialty Fluids business closed in June 2019 and does not meet the criteria to be reported as a reductiondiscontinued operation. Therefore, prior periods’ consolidated financial statements and disclosures have not been recast. Refer to Note D for further details regarding the sale 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.Specialty Fluids business.

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, 2017,2019, has determined that they are readily convertible to cash.

Inventories

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

51


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% and 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. In the second quarter of fiscal 2019, the Company recorded an impairment charge of $11 million related to its Venezuelan equity investment, which is included in Other income (expense) within the Consolidated Statements of Operations. Refer to Note M for details related to the impairment charge. At September 30, 20172019 and 2016,2018, Cabot had equity affiliate investments of $56$39 million and $53 $52 million, respectively. Dividends declared and received from these investments were $11$4 million, $9 million and $14$11 million in fiscal 2019, 2018 and 2017, 2016 and 2015, 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.

Historically, the annual goodwill impairment test was performed as of May 31. During the fourth quarter of fiscal 2019, the Company changed the date of the impairment test to August 31. This date is preferred as it better aligns with the Company’s planning process, which produces a significant input to the testing, and it did not result in a material change to the Company’s consolidated financial statements.

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 and specialty compounds 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, 2019.

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 the value calculated from 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 fair value of the Purification Solutions reporting unit was less than its carrying amount and the Company recorded impairment charges as a result. A discussion of this assessment and the charges recorded is included under Note E.

Based on the Company’s most recent annual goodwill impairment test performed as of MayAugust 31, 2017,2019, the fair values of the Reinforcement Materials, and Fumed Metal Oxides and Specialty Compounds reporting units were substantially in excess of their carrying values. The fair value ofRefer to Note G for details on the Purification Solutions reporting unit exceeded its carrying amount by 13%. The fair value ofgoodwill impairment test and 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 demandresulting impairment charge recorded in the mercury removal related portionsecond quarter 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.fiscal 2018.

51


Long-lived Assets Impairment

The Company’s 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.

52


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 EG regarding the results of the impairmentrecoverability test performed in 2015 on the long-lived assets of the Purification Solutions segment.segment and the resulting impairment charge recorded in the second quarter of fiscal 2018.

The Company continues to consider strategic options for its Purification Solutions business. Depending on the actions taken, there could be a negative impact on the fair value of the Purification Solutions reporting unit, which may lead to further impairment.

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.

Capital expenditures for property, plant and equipment included in Accounts payable and accrued liabilities were approximately $23 million, $29 million and $7 million for the years ended September 30, 2019, 2018, and 2017, respectively.

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, 20162019, 2018 and 2015,2017, Cabot capitalized $1$4 million, $1$2 million and less than $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 free rate. Cabot recognizes ARO liabilities and costs when the timing and/or settlement can be reasonably estimated. In certain instances, Cabot has not recorded a reserve for AROs because of the indefinite life of certain assets. The ARO reserves were$26 million and $22$28 million at September 30, 20172019 and 2016,2018, respectively, and 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. Unrealized currency translation adjustments 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 a component of Other comprehensive income (loss). In fiscal 2017, 20162019, 2018 and 2015,2017, net foreign currency transaction gains of less than $1 million, andlosses of $4 million, $7$4 million, and $8$4 million, respectively, are included in Other income (expense) in the Consolidated Statements of Operations.

52Beginning July 1, 2018, the Argentina economy was determined to be highly inflationary. As a result, the functional currency of the Company’s Argentina subsidiary was changed to the U.S. dollar, Cabot’s reporting currency, which is discussed in Note M.

53


Share Repurchases

Periodically, 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 as discussed in Item 5 under the heading “Issuer Purchases of Equity Securities”. 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 takes 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 determinable and collectability is reasonably assured. Cabot generally is ablevolume rebates, which are stated in the customer contract, to ensure that products meet customer specifications priordetermine the net consideration to shipment. Ifwhich the Company expects to be entitled. Revenue from product sales is unable to determine thatrecognized based on a point in time model when control of the product has metis transferred to the specified objective criteria prior tocustomer, which typically occurs upon shipment or ifdelivery of the product to the customer and title, risk and rewards of ownership have passed to the customer. The Company has not transferred becausean immaterial amount of salesrevenue that is recognized over time. Payment terms the revenue is considered “unearned” and is deferred until the revenue recognition criteria are met.typically range from zero to ninety days.

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. 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 each 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, and Purification Solutions segments. Revenue from these products is typically recognized when the product is shipped and title and risk of lossnon-conforming product. Returns under warranty 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 revenue is recognized and are estimated based on historical experience and contractual obligations. Cabot periodically reviews 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 using the percentage-of-completion method.historically been immaterial.

Revenue in the Specialty Fluids arisessegment arose primarily from the rental of cesium formate. This revenue iswas recognized throughout the rental period based on the contracted rental terms. Customers arewere also billed and revenue iswas recognized, typically at the end of the job,rental period, for cesium formate product that iswas not returned. The Company also generatesgenerated revenues from cesium formate sold outside of athe rental process and from the sale of fine cesium chemicals inchemicals. This revenue was recognized when control of the product transferred to the customer, which revenue is recognizedwas typically upon delivery of the product.

5354


The Company does not have contract assets or liabilities that are material.

As permitted by the revenue recognition standard, Revenue from Contracts with Customers, issued by the Financial Accounting Standards Board (“FASB”), when the period of time between the transfer of control of the goods and the time the customer pays for the goods is one year or less, the Company does not consider there to be a significant financing component associated with the contract.

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 7330 million Chinese Renminbi (“RMB”) ($114 million) and 10232 million RMB ($155 million) as of September 30, 20172019 and 2016,2018, 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, 20162019, 2018 and 2015,2017, the Company recorded charges of $2$3 million, $1$3 million, and $3$2 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 no0 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.

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% 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.

5455


Environmental Costs

Cabot accrues environmental costs when it is probable that a liability has been incurred and the amount can be reasonably estimated. 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. The amount accrued reflects Cabot’s assumptions about remediation requirements at the contaminated site, the nature of the remedy, 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. 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. 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

Recently Adopted Accounting Standards

In May 2014, the Financial Accounting Standards Board (“FASB”)FASB issued a new standard, “RevenueRevenue from Contracts with Customers”Customers, which amendsthat amended 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 adoptadopted this standard on October 1, 2018 and expects to applyapplied a modified retrospective approach. The comparative information has not been restated and continues to be reported under the accounting standards in effect during those periods.

The adoption of this standard did not have an impact on how the Company recognizes revenue. As such, an adjustment to opening retained earnings was not required. The Company implemented the updates that were necessary to its revenue recognition policy, internal controls, processes and financial statement disclosures as part of this adoption. The updated disclosures are reflected under the heading “Revenue Recognition” within Note A and the Company’s disaggregated revenue is reflected within Note U.

In addition, as part of an assessment performed in connection with adopting this standard, the Company reviewed its classification of by-product sales, which consist of sales generated from the production of steam or electricity from the Company's energy centers primarily from its carbon black manufacturing sites and sales of hydrochloric acid generated from the production of fumed silica. Historically, the Company presented by-product sales as a reduction of Cost of sales within the Consolidated Statement of Operations. However, upon further evaluation of these sales in connection with the implementation of this standard, the Company determined that it is appropriate to present by-product sales as Net sales and other operating revenues. Effective October 1, 2018, these sales have been included within Net sales and other operating revenues in the Consolidated Statement of Operations. This change did not result in a cumulative adjustment to opening retained earnings as it is a classification change within the Consolidated Statement of Operations. If the Company had continued to classify by-product sales within Cost of sales, there would have been a decrease to Net sales and other operating revenues and Cost of sales of $76 million for the year ended September 30, 2019.

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 the settlement of insurance claims, and proceeds from the settlement of corporate-owned life insurance policies. The Company adopted this standard on October 1, 2018. The adoption of this standard did not have a material impact to the Company’s consolidated financial statements.

56


In March 2017, the FASB issued a new standard that amends the requirements on the presentation of net periodic pension and postretirement benefit costs. 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. Only the service cost component will be eligible for capitalization. Entities are required to use a retrospective transition method to adopt the requirement for separate income statement presentation of the service cost and other components, and a prospective transition method to adopt the requirement to limit the capitalization of benefit cost to the service component. The Company adopted the standard on October 1, 2018 and used a retrospective transition method to reclassify net periodic benefit cost, other than the service component, from Cost of sales, Selling and administrative expenses and Research and technical expenses to Other income (expense) in the Consolidated Statements of Operations for the prior periods presented. In accordance with the standard, the Company utilized prior period footnote disclosures as a practical expedient to apply these retrospective presentations, which is shown in the table below:

Consolidated Statements of Operations

Years Ended September 30

 

 

2018

 

 

2017

 

 

As Originally Reported

 

 

Effect of Change

 

 

As Adjusted

 

 

As Originally Reported

 

 

Effect of Change

 

 

As Adjusted

 

 

 

 

Cost of sales

$

2,461

 

 

$

9

 

 

$

2,470

 

 

$

2,054

 

 

$

6

 

 

$

2,060

 

Gross profit

$

781

 

 

$

(9

)

 

$

772

 

 

$

663

 

 

$

(6

)

 

$

657

 

Selling and administrative expenses

$

305

 

 

$

3

 

 

$

308

 

 

$

260

 

 

$

2

 

 

$

262

 

Research and technical expenses

$

66

 

 

$

 

 

$

66

 

 

$

56

 

 

$

1

 

 

$

57

 

Income (loss) from operations

$

156

 

 

$

(12

)

 

$

144

 

 

$

347

 

 

$

(9

)

 

$

338

 

Other income (expense)

$

5

 

 

$

12

 

 

$

17

 

 

$

(4

)

 

$

9

 

 

$

5

 

In August 2018, the FASB issued a new standard to align the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The updated guidance also requires an entity to expense the capitalized implementation costs of a cloud computing arrangement that is a service contract over the term of the arrangement and includes expanded disclosure requirements for such costs. The Company adopted this standard prospectively on January 1, 2019. The adoption of this standard did not have a material impact to the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued a new standard for the accounting for leases. This new standard requires lessees to recognize assets and liabilities for most leases, but recognize expenses on their income statements in a manner that is similar to the current accounting treatment for leases. The standard is applicable for fiscal years beginning after December 15, 2018 and for interim periods within those years, and early adoption is permitted. The Company expects to adoptadopted the standard on October 1, 2019.2019 using the modified retrospective optional transition method, in which case prior periods presented will not be restated. The Company elected the package of practical expedients, which, among other things, permits the Company to not reassess the identification, classification and initial direct costs of leases commencing before the October 1, 2019 effective date and not include short-term leases on the balance sheet. The Company’s implementation team completed analyzing the current portfolio of leases and is currently evaluatingdeveloping its lease disclosures beginning with quarterly reporting for the period ended December 31, 2019. As of the date of implementation, October 1, 2019, the impact of the adoption was estimated to result in recognition of this standarda right of use asset and lease payable obligation on itsthe Company’s consolidated financial statements.balance sheet of approximately $100 million to $120 million. The implementation team was responsible for evaluating and designing the necessary changes to the Company’s business processes, lease policies, systems and internal controls to support recognition and disclosure under the new guidance.

In MarchJune 2016, the FASB issued a new standard on measurement of credit losses. The standard introduces a new "expected loss" impairment model that amendsapplies to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables and other financial assets. Entities are required to estimate expected credit losses over the accounting standard for stock compensation by simplifying several aspectslife of financial assets and record an allowance against the accounting for employee share-based payment transactions, includingassets’ amortized cost basis to present them at the related accounting for income taxes, forfeitures, and the withholding of sharesamount expected to satisfy the employer’s tax withholding requirements, as well as classification in the statements of cash flows.be collected. 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,2019 and early adoption is permitted. The Company is evaluating this standard and the timing of its adoption. The Company does not expect the adoption of this standard is not expected to materially impact the Company’s consolidated financial statements.

57


In January 2017,February 2018, the FASB issued a new standard that amendsallows entities to reclassify from AOCI to Retained earnings stranded tax effects resulting from changes made as a result of the Tax Cuts and simplifies the accounting standard for goodwill impairment.Jobs Act of 2017 (the “Act���). The amendments in this 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.also require certain disclosures about stranded tax effects. 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. The Company adopted this standard on January 1, 2017. The adoption of this standard had no impact on the Company’s consolidated financial statements.

55


In March 2017, the FASB issued 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 as of the beginning of any annual period for which an entity’s financial statements (interim or annual) have not been issued. The Company will adopt this standard on October 1, 2018. The adoption of this standard is not expected to materially impact the Company’s consolidated financial statements.

In August 2017, the FASB issued a new standard that amends the hedge accounting recognition 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 effectiveall entities for fiscal years beginning after December 15, 2018, including interim periods within those years, and early adoption is permitted. The Company expects to adopt thisadopted the standard inon October 1, 2019. The Company does not expect the first quarter of fiscal 2018. The adoption of this standard is not expected to materially impact the Company’s consolidated financial statements.

 

Note C. Acquisitions

Tech Blend

In November 2017, the Company acquired Tech Blend, a North American producer of black masterbatches, for a purchase price of $65 million, paid in cash. The purchase price was subject to a working capital adjustment, which was immaterial. The operating results of the business are included in the Company’s Performance Chemicals segment. The acquisition extends the Company’s global footprint in black masterbatch and compounds and provides a platform to serve global customers and grow in conductive formulations.

NSCC Carbon (Jiangsu) Co. Ltd

In September 2018, the Company acquired NSCC Carbon, a carbon black manufacturing facility in Pizhou, Jiangsu Province, China for a purchase price of $8 million. The purchase price conditions were satisfied in September 2019 and the purchase price is expected to be paid in the first quarter of fiscal 2020. The accrual for this payment is currently recorded within Accounts payable and accrued liabilities on the Consolidated Balance Sheets. The Company plans to modify this facility to produce specialty carbons and therefore the plant is temporarily mothballed. The modifications are expected to be completed, and production is expected to commence, in 2021. During the fiscal year ended 2019 the Company has incurred $4 millionof transition-related costs associated with this acquisition.

Other Acquisition

In June 2019, the Company acquired certain intangible assets from a leading masterbatch producer in Asia. The total purchase price of $3 million was allocated to customer relationships and is presented in Intangible assets, net on the Consolidated Balance Sheets. The acquisition extends the Company’s global footprint in black masterbatch.

Note D. Sale of the Specialty Fluids Business

In June 2019, the Company completed the sale of its Specialty Fluids business, an operating segment of the Company, to Sinomine for total proceeds of $133 million, net of $2 million cash transferred, subject to customary post-closing adjustments that are not expected to be material.

The Company recognized a pre-tax loss on the sale of the Specialty Fluids business of $9 million in fiscal 2019 and a $20 million impairment charge during the second quarter of fiscal 2019. The sale of the Specialty Fluids business does not meet the criteria to be reported as a discontinued operation as it does not constitute a significant strategic business shift for the Company, and has no major effect on operations.

As part of the sale, the Company may receive additional cash royalties of up to $5 million for lithium products, payable over a ten-year period.

Note E. Inventories

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

 

 

September 30

 

 

September 30

 

 

2017

 

 

2016

 

 

2019

 

 

2018

 

 

(In millions)

 

 

(In millions)

 

Raw materials

 

$

83

 

 

$

66

 

 

$

107

 

 

$

129

 

Work in process

 

 

2

 

 

 

1

 

 

 

 

 

 

3

 

Finished goods

 

 

268

 

 

 

237

 

 

 

305

 

 

 

329

 

Other

 

 

43

 

 

 

38

 

 

 

54

 

 

 

50

 

Total

 

$

396

 

 

$

342

 

 

$

466

 

 

$

511

 

 

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. 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 2016.58


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, 20172019 and 2016,2018, total inventory reserves were $19$29 million and $20$38 million, respectively. During fiscal year 2015,2018, the Company recorded a lower of cost or market reservecharge in the amount of $6$13 million related to its Purification Solutions inventory held at several sites in Marshall, Texas. As of September 30, 2017, the remaining balance of this reserve was $4 million.

North America and Europe.

 

Note D.F. Property, Plant and Equipment

Property, plant and equipment consists of the following:

 

 

September 30

 

 

September 30

 

 

2017

 

 

2016

 

 

2019

 

 

2018

 

 

(In millions)

 

 

(In millions)

 

Land and land improvements

 

$

151

 

 

$

150

 

 

$

144

 

 

$

142

 

Buildings

 

 

531

 

 

 

512

 

 

 

524

 

 

 

514

 

Machinery and equipment

 

 

2,527

 

 

 

2,446

 

 

 

2,369

 

 

 

2,373

 

Other

 

 

243

 

 

 

237

 

 

 

247

 

 

 

249

 

Construction in progress

 

 

150

 

 

 

88

 

 

 

262

 

 

 

242

 

Total property, plant and equipment

 

 

3,602

 

 

 

3,433

 

 

 

3,546

 

 

 

3,520

 

Less: accumulated depreciation

 

 

(2,297

)

 

 

(2,143

)

Less: Accumulated depreciation

 

 

(2,198

)

 

 

(2,224

)

Net property, plant and equipment

 

$

1,305

 

 

$

1,290

 

 

$

1,348

 

 

$

1,296

 

 

Depreciation expense was $147$142 million $154 millionfor each of fiscal 2019 and $1692018 and $147 million for fiscal 2017, 2016 and 2015, respectively.2017.

 


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

During the thirdsecond quarter of fiscal 2015 and as a result of2018, the Company recorded impairment tests performed oncharges relating to the goodwill and long-lived assets of the Purification Solutions reporting unit, the Company recorded impairment charges and an associated deferred tax benefit, in the Consolidated Statements of Operations as follows:

 

 

Year Ended

 

 

September 30, 2015

 

 

Three Months Ended March 31, 2018

 

 

(In millions)

 

 

(In millions)

 

Purification Solutions goodwill impairment charge

 

$

352

 

 

$

92

 

Purification Solutions long-lived assets impairment charge

 

 

210

 

 

 

162

 

Benefit for income taxes

 

 

(80

)

 

 

(30

)

Impairment charges, after tax

 

$

482

 

 

$

224

 

 

In determining the fair valuesecond quarter of fiscal 2018, the Purification Solutions reporting unit the Company used an income approach (a discounted cash flow analysis) which incorporated significant estimateshad experienced market share losses, lower customer demand and assumptions related to future periods, including the timing of the MATS implementation, the anticipated size ofdeclining prices in the mercury removal industry, and growth rates and pricing assumptions ofNorth America powdered activated carbon among others. In addition, an estimate ofapplications, which led the Company to reassess its previous estimates for expected growth in volumes, prices and margins in 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 specificunit. Due to the Purification Solutions reporting unit. Based on these estimates and as part of step one ofrevised forecasts at the annualtime, the Company performed a quantitative goodwill impairment test the Companyand determined that the estimated fair value of the Purification Solutions reporting unit was lower than the reporting unit's carrying value. As such,value, resulting in a goodwill impairment charge of $92 million.

Prior to determining the goodwill impairment charge, the Company considered whether the assets of the reporting unit, failed step onewhich is also considered the asset group, were recoverable. As a result of the goodwill impairment test. The Company then proceeded to step two.

Step two of the goodwill impairment test requiresthis assessment, the Company recorded an inventory reserve adjustment of $13 million and impairments to perform a theoretical purchase price allocationlong lived assets of $162 million. The adjustment to inventory carrying value was determined based on reassessments of volumes, pricing, and margins for the reporting unit to determineat the implied fair value of goodwilltime 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 Cost of sales in the amountConsolidated Statements 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.Operations. The Company also performed an impairment analysis to assess if definite-lived intangible assets and property, plant and equipment were recoverable was 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, anthe Company recorded impairment charge was recordedcharges of $64 million and $98 million, to its definite-lived intangible assets and property, plant and equipment, respectively, in the second quarter of fiscal 2018 based on the lower of the carrying amount or fair value of the long-lived assets. The Company used

Cabot will continue to monitor for events or changes in business circumstances that may indicate that the income approach to determine the fairremaining carrying 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. asset group may not be recoverable.

59


The Company recorded a tax benefit related to the impairment charges of $119$30 million and $51 million, to its definite-lived intangible assets and property, plant and equipment, respectively, in the second quarter ended June 30, 2015. The Company completedof fiscal 2018 which was subsequently reduced by $1 million after the impairment analysischarges by tax jurisdiction were finalized 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 2015.2018.

 

57


Note F.H. 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 period ended September 30, 20172019 are as 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

 

 

Purification

Solutions (1)

 

 

Total

 

 

 

(In millions)

 

Balance at September 30, 2018

 

$

52

 

 

$

41

 

 

$

 

 

$

93

 

Foreign currency impact

 

 

(2

)

 

 

(1

)

 

 

 

 

 

(3

)

Balance at September 30, 2019

 

$

50

 

 

$

40

 

 

$

 

 

$

90

 

 

 

 

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

)

(1)

The Company has incurred $444 million accumulated impairment losses associated with the goodwill of the Purification Solutions segment as of both September 30, 2019 and September 30, 2018. There are 0 accumulated impairment losses associated with the goodwill of the Reinforcement Materials or Performance Chemicals segments.

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

 

 

September 30, 2017

 

 

September 30, 2016

 

 

September 30, 2019

 

 

September 30, 2018

 

 

Gross

Carrying

Value

 

 

Accumulated

Amortization

 

 

Net

Intangible

Assets

 

 

Gross

Carrying

Value

 

 

Accumulated

Amortization

 

 

Net

Intangible

Assets

 

 

Gross

Carrying

Value

 

 

Accumulated

Amortization

 

 

Net

Intangible

Assets

 

 

Gross

Carrying

Value

 

 

Accumulated

Amortization

 

 

Net

Intangible

Assets

 

 

(In millions)

 

 

(In millions)

 

Intangible assets with finite lives

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Developed technologies

 

$

49

 

 

$

(7

)

 

$

42

 

 

$

48

 

 

$

(4

)

 

$

44

 

 

$

50

 

 

$

(5

)

 

$

45

 

 

$

52

 

 

$

(2

)

 

$

50

 

Trademarks

 

 

16

 

 

 

(1

)

 

 

15

 

 

 

16

 

 

 

(1

)

 

 

15

 

 

 

8

 

 

 

 

 

 

8

 

 

 

8

 

 

 

 

 

 

8

 

Customer relationships

 

 

94

 

 

 

(14

)

 

 

80

 

 

 

90

 

 

 

(9

)

 

 

81

 

 

 

57

 

 

 

(14

)

 

 

43

 

 

 

51

 

 

 

(11

)

 

 

40

 

Total intangible assets

 

$

159

 

 

$

(22

)

 

$

137

 

 

$

154

 

 

$

(14

)

 

$

140

 

 

$

115

 

 

$

(19

)

 

$

96

 

 

$

111

 

 

$

(13

)

 

$

98

 

 

Intangible assets are amortized over their estimated useful lives, which range from fourteen tobetween twelve and twenty-five years, with a weighted average amortization period of approximately 19 years. years. Amortization expense for the years ended September 30, 2017, 20162019, 2018 and 20152017 was $86 million, $7 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.

 

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

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

 

 

September 30

 

 

September 30

 

 

2017

 

 

2016

 

 

2019

 

 

2018

 

 

(In millions)

 

 

(In millions)

 

Accounts payable

 

$

339

 

 

$

259

 

 

$

390

 

 

$

446

 

Accrued employee compensation

 

 

51

 

 

 

42

 

 

 

51

 

 

 

70

 

Other accrued liabilities

 

 

67

 

 

 

63

 

 

 

96

 

 

 

97

 

Total

 

$

457

 

 

$

364

 

 

$

537

 

 

$

613

 

 

Other long-term liabilities consist of the following:

 

 

September 30

 

 

September 30

 

 

2017

 

 

2016

 

 

2019

 

 

2018

 

 

(In millions)

 

 

(In millions)

 

Employee benefit plan liabilities

 

$

122

 

 

$

173

 

 

$

91

 

 

$

118

 

Non-current tax liabilities

 

 

19

 

 

 

19

 

 

 

12

 

 

 

19

 

Other accrued liabilities

 

 

104

 

 

 

93

 

 

 

103

 

 

 

115

 

Total

 

$

245

 

 

$

285

 

 

$

206

 

 

$

252

 

 

5860


Note H.J. Debt and Other Obligations

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

 

 

 

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

 

 

 

September 30

 

 

 

2019

 

 

2018

 

 

 

(In millions)

 

Variable Rate Debt:

 

 

 

 

 

 

 

 

Revolving Credit Facility, expires fiscal 2023

 

$

 

 

$

 

Revolving Credit Facility - Canada, expires fiscal 2021

 

 

43

 

 

 

90

 

Revolving Credit Facility - Euro, expires fiscal 2024

 

 

56

 

 

 

 

Total variable rate debt

 

 

99

 

 

 

90

 

Fixed Rate Debt:

 

 

 

 

 

 

 

 

3.7% Notes due fiscal 2022

 

 

350

 

 

 

350

 

3.4% Notes due fiscal 2026

 

 

250

 

 

 

250

 

4.0% Notes due fiscal 2029

 

 

300

 

 

 

 

Medium Term Notes:

 

 

 

 

 

 

 

 

Notes matured fiscal 2019, 7.42%

 

 

 

 

 

30

 

Notes due fiscal 2022, 8.34% — 8.47%

 

 

15

 

 

 

15

 

Notes due fiscal 2028, 6.57% — 7.28%

 

 

8

 

 

 

8

 

Total Medium Term Notes

 

 

23

 

 

 

53

 

Chinese Renminbi Debt, matured fiscal 2019, 4.35%

 

 

 

 

 

4

 

Chinese Renminbi Debt, due fiscal 2020, 4.35%

 

 

4

 

 

 

 

Total fixed rate debt

 

 

927

 

 

 

657

 

Capital lease obligations, due through fiscal 2033

 

 

12

 

 

 

11

 

Unamortized debt issuance costs and debt discount

 

 

(7

)

 

 

(4

)

Total debt

 

 

1,031

 

 

 

754

 

Less current portion of long-term debt

 

 

(7

)

 

 

(35

)

Total long-term debt

 

$

1,024

 

 

$

719

 

 

(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 Facility, expiring fiscal 2023 In October 2015, the Company entered into a revolving credit agreement with a loan commitment not to exceed $1 billion. The amount available for borrowing under the revolving credit agreement was $1 billion967 million as of September 30, 2017.2019. 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.

Revolving Credit Facility-Canada expiring fiscal 2021—In September 2018, a Canadian subsidiary entered into a revolving credit agreement with a loan commitment not to exceed 100 million U.S. dollars. The amount available for borrowing under this revolving credit agreement was $57 million as of September 30, 2019, and the weighted average interest rate on the outstanding balance during the year was 3.21%. The revolving credit agreement, which matures on September 24, 2021, subject to the right to request a one-year extension, may be used for working capital, capital expenditures and other general corporate purposes. The revolving credit agreement is guaranteed by Cabot Corporation.

Revolving Credit Facility-Euro, expiring fiscal 2024—In May 2019, several subsidiaries entered into a revolving credit agreement with a loan commitment not to exceed 300 million Euros. The amount available for borrowing under this revolving credit agreement was $272 million as of September 30, 2019, and the weighted average interest rate on the outstanding balance during the year was 3.42%. The revolving credit agreement, which matures on the earlier of (i) May 22, 2024 and (ii) the date of maturity, termination or expiration of the Corporate revolving credit facility, 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.

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 both September 30, 20172019 and September 30, 2016, respectively.2018.

61


2.55% Notes duematured fiscal 2018—In July 2012, Cabot issued $250 million in registered notes with a coupon of 2.55% that maturematured on January 15, 2018. These notes arewere unsecured and paypaid 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 beingwas amortized over the life of the notes. The notes were paid in full during the second quarter of fiscal 2018.

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.

594.0% 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 commencing in January 2020. 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.


Medium Term Notes—At both September 30, 20172019 and 2016,2018, there were $23 million and $53 million, respectively, 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 45 years with a weighted average interest rate of 7.657.96%.

Capital Lease Obligations—Cabot had capital lease obligations for certain equipment and buildings with a recorded value of $13$12 million and $11 million at both September 30, 20172019 and 2016.2018, respectively. Cabot will make payments totaling $2021 million over the next 1614 years, including $79 million of imputed interest. At both September 30, 20172019 and 2016,2018, the original cost of capital lease assets was $20 millionmillion. At both September 30, 2019 and $18 million, respectively, and2018, the associated accumulated depreciation of assets under capital leases was $12 million and $10 million, respectively.13 million. 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 20182020 through 20222024 and thereafter are as follows:

 

Years Ending September 30

 

Principal Payments

on Long-Term

Debt

 

 

Payments on

Capital Lease

Obligations

 

 

Total

 

 

Principal Payments

on Long-Term

Debt

 

 

Payments on

Capital Lease

Obligations

 

 

Total

 

 

(In millions)

 

 

(In millions)

 

2018

 

$

255

 

 

$

3

 

 

$

258

 

2019

 

 

30

 

 

 

2

 

 

 

32

 

2020

 

 

 

 

 

2

 

 

 

2

 

 

$

4

 

 

$

3

 

 

$

7

 

2021

 

 

 

 

 

2

 

 

 

2

 

 

 

43

 

 

 

3

 

 

 

46

 

2022

 

 

365

 

 

 

2

 

 

 

367

 

 

 

365

 

 

 

3

 

 

 

368

 

2023

 

 

 

 

 

3

 

 

 

3

 

2024

 

 

56

 

 

 

2

 

 

 

58

 

Thereafter

 

 

258

 

 

 

9

 

 

 

267

 

 

 

558

 

 

 

7

 

 

 

565

 

Less: Interest

 

 

 

 

 

(7

)

 

 

(7

)

 

 

 

 

 

(9

)

 

 

(9

)

Total

 

$

908

 

 

$

13

 

 

$

921

 

 

$

1,026

 

 

$

12

 

 

$

1,038

 

 

Standby letters of credit—At September 30, 2017,2019, the Company had provided standby letters of credit that were outstanding and not drawn totaling $125 million, which expire through fiscal 2018.2020.

Short-term ObligationsBorrowings

Short-term Notes PayableCommercial PaperThe 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 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.

There was noan outstanding balance of commercial paper of $33 million as of September 30, 2017 or 2016.2019 with a weighted average interest rate of 2.27% and an outstanding balance of $249 million as of September 30, 2018 with a weighted average interest rate of 2.36%.

Short-term Notes Payable—There were 0 short term notes payable as of both September 30, 2019 and 2018.

62


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 partner with a redemptionrepurchase value of $25 million and a fixed dividend rate of 6% per annum. In November 2018, the Company repurchased the preferred stock for $25 million and paid a final dividend payment of approximately $1.4 million. The preferred stock accumulates dividends at a fixed rate of 6% annually and is redeemable at the option of the former joint venture partner or the Company for $25 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, 2017 and is due in December 2017. The preferred stock issued in connection with the transaction is 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 beenwas separately presented in the Consolidated Balance Sheets as a long-term liability.current liability as of September 30, 2018.

 

60


Note I.K. 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 no0 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 20172019 or 2016.2018.

At both September 30, 20172019 and 2016,2018, Cabot had derivatives relating to foreign currency risks carried at fair value. At September 30, 2017,2019, the fair value of these derivatives was a net liabilityasset of $131 million and was included in Prepaid expenses and other current assets and Other liabilitiesassets on the Consolidated Balance Sheets. At September 30, 2016,2018, the fair value of these derivatives was a net assetliability of $1$18 million and was included in Prepaid expenses and other current assets and Other assetsliabilities 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, 20172019 and 2016,2018, the fair value of Guaranteed investment contracts, included in Other assets on the Consolidated Balance Sheets, was $12 million.$10 million and $11 million, respectively. 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, 20172019 and 2016,2018, 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 value and fair value of the long-term fixed rate debt were $0.91 billion1,026 million and $0.94 billion,1,095 million, respectively, as of September 30, 20172019 and $0.91 billion$747 million and $0.98 billion,$742 million, respectively, as of September 30, 2016.2018. 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 and are classified as Level 2 within the fair value hierarchy. The valuation technique used is the discounted cash flow model.

 

Note J.L. 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.

63


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. NoNaN significant concentration of credit risk existed at September 30, 2017.2019 and 2018.

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 of both September 30, 20172019 and 2016,2018, there were no0 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 exposure 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, 20172019 and 20162018 to manage foreign currency risk.

 

 

 

 

 

Notional Amount

 

 

Description

 

Borrowing

 

September 30, 20172019

 

September 30, 20162018

 

Hedge

Designation

Cross-CurrencyCross 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 554 million

 

USD 418 million

 

No designation

 

(1)

Cabot’s forward foreign exchange contracts are denominated in theBritish pound, Canadian dollar, Indonesian rupiah and Czech koruna.

Accounting for Derivative Instruments and Hedging Activities

The Company determines the 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), 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.

Fair Value Hedge

For derivative instruments that are designated and qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting gain or loss on the hedged item attributable to the hedged risk are recognized in current period earnings.

Cash Flow Hedge

For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is recorded in AOCI and reclassified to earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current period earnings.

64


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 losses 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, theThe Company entered intohas 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 periodically occur semi-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 2017,2019 and fiscal 2018, the Company received net cash interest of $4 million and recognized a loss of $10$3 million, related to these swaps through Foreign currency translation adjustment in Other comprehensive income (loss). respectively.As of September 30, 2017,2019, the fair value of these swaps was a net liabilityasset of $131 million and was included in Prepaid expenses and other current assets and Other Liabilities,assets, and the cumulative lossgain of $95 million was included in AOCI on the Consolidated Balance Sheets. As of September 30, 2016,2018, the fair value of and cumulative gain related to these swaps was $1a net liability of $18 million and was included in OtherPrepaid expenses and other current assets and Other liabilities, and the cumulative loss of $14 million was included in AOCI respectively, on the Consolidated Balance Sheets. There were no gains or losses reclassified from

The following table summarizes the impact of the cross-currency swaps to AOCI into earnings during either fiscal 2017 or fiscal 2016.and the Consolidated Statements of Operations:

 

 

Years Ended September 30

 

 

 

2019

 

 

2018

 

 

2017

 

 

2019

 

 

2018

 

 

2017

 

 

2019

 

 

2018

 

 

2017

 

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

 

$

23

 

 

$

(2

)

 

$

(10

)

 

$

(5

)

 

$

(5

)

 

$

 

 

$

1

 

 

$

2

 

 

$

 

Other Derivative Instruments

From time to time, the Company may enter into certain derivative instruments that may 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. 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, 20172019 and 2016,2018, the fair value of derivative instruments not designated as hedges were immaterialimmaterial. At September 30, 2019 and 2018, these instruments were presented in Prepaid expenses and other current assets and Accounts payable and accrued liabilities and, respectively, on the Consolidated Balance Sheets.

 

Note M. Hyperinflationary Economies

Note K. Argentina

Cabot owns 100% of a carbon black operating entity in Argentina. Beginning on July 1, 2018, the operating entity was considered to be functioning in a highly inflationary economy and began using Cabot’s reporting currency, the U.S. dollar, as its functional currency. There was no financial statement impact at the date of conversion due to the change in functional currency. Since the conversion, all impacts of foreign exchange changes between the reporting currency and Argentine peso are reflected in earnings in the Consolidated Statements of Operations.

The Company’s income from operations was not significantly impacted from this change since the operating entity’s sales and a portion of its raw material purchases were already denominated in U.S. dollars. The operating entity’s net revenue represented approximately 3% and 2% of Cabot’s total net revenue for the years ended September 30, 2019 and 2018, respectively.

The operating entity’s assets and liabilities held in local currency, which consist primarily of cash and cash equivalents, inventories, property, plant and equipment and accounts payable and accrued liabilities, made up less than 2% of Cabot’s total assets and total liabilities as of both September 30, 2019 and 2018. Changes in the Argentine peso exchange rate result in foreign currency exchange gains or losses on the operating entity’s peso-denominated monetary assets and liabilities. For the years ended September 30, 2019 and 2018, the Company recorded a net gain of $2 million and $3 million, respectively, within Other

65


(income) expense in the Consolidated Statements of Operations, which reflects the remeasurement of the operating entity’s net monetary liabilities denominated in Argentine pesos using an exchange rate of 57.32 and 39.70 Argentine pesos to the U.S. dollar at September 30, 2019 and 2018, respectively.

The Company will continue to monitor the developments in Argentina and their potential impact on the operating entity’s operations or carrying value.

Venezuela

Cabot owns 49% of a carbon black operating affiliateentity in Venezuela, which is accounted for as an equity affiliate, through wholly-owned subsidiaries that carry the investment and receive its dividends. As of September 30, 2017, these subsidiaries carriedWhile the operating affiliate investment of $15 million.

During fiscal 2017, 2016 and 2015, the Company received dividends in the amounts of $4 million, $2 million and $6 million, respectively, which were paid in U.S. dollars.

A significant portion of the Company’s operating affiliate’s sales are exports denominated 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 available to the Company as of 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.

The operating entity has generallyhistorically been profitable.profitable, it has not been operational in recent periods due to a lack of available raw materials, which is expected to continue for the foreseeable future. As such, in the second quarter of fiscal 2019, the Company performed an impairment analysis and determined that the decrease in fair value of the Venezuelan equity investment is other-than-temporary and that the investment is fully impaired. The Company continues to closely monitor developments in Venezuela and their potential impact on the recoverabilityrecorded an impairment charge of its equity affiliate investment. Any future change$11 million in the exchange rate made available tosecond quarter of fiscal 2019, which is included in Other income (expense) within 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.

Consolidated Statement of Operations.

 

Note L.N. 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 $160$157 million for the U.S. defined benefit plans and $351205million for the foreign plans as of September 30, 20172019 and $175$143 million for the U.S. defined benefit plans and $373$349 million for the foreign plans as of September 30, 2016.2018.

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 2015.2019, $19 million in fiscal 2018 and $18 million in fiscal 2017.

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

 

 

Years Ended September 30

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

Pension Benefits

 

 

Postretirement Benefits

 

 

Pension Benefits

 

 

Postretirement Benefits

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

(In millions)

 

 

(In millions)

 

Change in Benefit Obligations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Benefit obligation at beginning of

year

 

$

175

 

 

$

400

 

 

$

170

 

 

$

348

 

 

$

37

 

 

$

20

 

 

$

38

 

 

$

15

 

 

$

143

 

 

$

373

 

 

$

160

 

 

$

376

 

 

$

29

 

 

$

19

 

 

$

33

 

 

$

20

 

Service cost

 

 

1

 

 

 

10

 

 

 

1

 

 

 

8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

7

 

 

 

1

 

 

 

9

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest cost

 

 

4

 

 

 

6

 

 

 

4

 

 

 

8

 

 

 

1

 

 

 

1

 

 

 

1

 

 

 

1

 

 

 

5

 

 

 

5

 

 

 

5

 

 

 

7

 

 

 

1

 

 

 

1

 

 

 

1

 

 

 

1

 

Plan participants’ contribution

 

 

 

 

 

2

 

 

 

 

 

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency exchange rate

changes

 

 

 

 

 

16

 

 

 

 

 

 

(9

)

 

 

 

 

 

 

 

 

 

 

 

(1

)

 

 

 

 

 

(13

)

 

 

 

 

 

(7

)

 

 

 

 

 

(1

)

 

 

 

 

 

(1

)

(Gain) Loss from changes in actuarial

assumptions and plan experience

 

 

(7

)

 

 

(42

)

 

 

14

 

 

 

62

 

 

 

(2

)

 

 

(1

)

 

 

1

 

 

 

5

 

 

 

21

 

 

 

 

 

 

(10

)

 

 

2

 

 

 

1

 

 

 

2

 

 

 

(2

)

 

 

 

Benefits paid

 

 

(7

)

 

 

(12

)

 

 

(7

)

 

 

(14

)

 

 

(3

)

 

 

 

 

 

(3

)

 

 

 

 

 

(11

)

 

 

(7

)

 

 

(7

)

 

 

(13

)

 

 

(3

)

 

 

(1

)

 

 

(3

)

 

 

(1

)

Settlements or curtailments

 

 

(5

)

 

 

(3

)

 

 

(6

)

 

 

(4

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1

)

 

 

(134

)

 

 

(5

)

 

 

(2

)

 

 

 

 

 

 

 

 

 

 

 

 

Divestiture of Specialty Fluids

 

 

 

 

 

(13

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

(1

)

 

 

(1

)

 

 

(1

)

 

 

(1

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1

)

 

 

1

 

 

 

(1

)

 

 

(1

)

 

 

 

 

 

 

 

 

 

 

 

 

Benefit obligation at end of year

 

$

160

 

 

$

376

 

 

$

175

 

 

$

400

 

 

$

33

 

 

$

20

 

 

$

37

 

 

$

20

 

 

$

157

 

 

$

220

 

 

$

143

 

 

$

373

 

 

$

28

 

 

$

20

 

 

$

29

 

 

$

19

 

66


 

 

Years Ended September 30

 

 

Years Ended September 30

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

Pension Benefits

 

 

Postretirement Benefits

 

 

Pension Benefits

 

 

Postretirement Benefits

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

(In millions)

 

 

(In millions)

 

Change in Plan Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value of plan assets at beginning

of year

 

$

157

 

 

$

305

 

 

$

153

 

 

$

279

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

149

 

 

$

323

 

 

$

156

 

 

$

318

 

 

$

 

 

$

 

 

$

 

 

$

 

Actual return on plan assets

 

 

12

 

 

 

6

 

 

 

18

 

 

 

43

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14

 

 

 

17

 

 

 

4

 

 

 

17

 

 

 

 

 

 

 

 

 

 

 

 

 

Employer contribution

 

 

1

 

 

 

9

 

 

 

 

 

 

10

 

 

 

3

 

 

 

 

 

 

3

 

 

 

1

 

 

 

1

 

 

 

7

 

 

 

1

 

 

 

9

 

 

 

3

 

 

 

1

 

 

 

3

 

 

 

1

 

Plan participants’ contribution

 

 

 

 

 

2

 

 

 

 

 

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency exchange rate

changes

 

 

 

 

 

12

 

 

 

 

 

 

(11

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(11

)

 

 

 

 

 

(7

)

 

 

 

 

 

 

 

 

 

 

 

 

Benefits paid

 

 

(7

)

 

 

(12

)

 

 

(7

)

 

 

(14

)

 

 

(3

)

 

 

 

 

 

(3

)

 

 

(1

)

 

 

(11

)

 

 

(7

)

 

 

(7

)

 

 

(13

)

 

 

(3

)

 

 

(1

)

 

 

(3

)

 

 

(1

)

Settlements

 

 

(6

)

 

 

(3

)

 

 

(6

)

 

 

(3

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1

)

 

 

(124

)

 

 

(4

)

 

 

(2

)

 

 

 

 

 

 

 

 

 

 

 

 

Divestiture

 

 

 

 

 

(10

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses paid from assets

 

 

(1

)

 

 

(1

)

 

 

(1

)

 

 

(1

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1

)

 

 

(1

)

 

 

(1

)

 

 

(1

)

 

 

 

 

 

 

 

 

 

 

 

 

Fair value of plan assets at end

of year

 

$

156

 

 

$

318

 

 

$

157

 

 

$

305

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

151

 

 

$

195

 

 

$

149

 

 

$

323

 

 

$

 

 

$

 

 

$

 

 

$

 

Funded status

 

$

(4

)

 

$

(58

)

 

$

(18

)

 

$

(95

)

 

$

(33

)

 

$

(20

)

 

$

(37

)

 

$

(20

)

 

$

(6

)

 

$

(25

)

 

$

6

 

 

$

(50

)

 

$

(28

)

 

$

(20

)

 

$

(29

)

 

$

(19

)

Recognized liability

 

$

(4

)

 

$

(58

)

 

$

(18

)

 

$

(95

)

 

$

(33

)

 

$

(20

)

 

$

(37

)

 

$

(20

)

Recognized asset (liability)

 

$

(6

)

 

$

(25

)

 

$

6

 

 

$

(50

)

 

$

(28

)

 

$

(20

)

 

$

(29

)

 

$

(19

)

 

64


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:

 

 

2017

 

 

2016

 

 

2015

 

 

2019

 

 

2018

 

 

2017

 

 

Pension Benefits

 

 

Pension Benefits

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

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

%

 

 

2.6

%

 

 

1.8

%

 

 

4.2

%

 

 

2.4

%

 

 

3.6

%

 

 

2.4

%

Rate of increase in compensation

 

N/A

 

 

 

2.7

%

 

N/A

 

 

 

2.8

%

 

N/A

 

 

 

2.8

%

 

N/A

 

 

 

3.0

%

 

N/A

 

 

 

2.7

%

 

N/A

 

 

 

2.7

%

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

%

 

 

4.2

%

 

 

2.4

%

 

 

3.6

%

 

 

2.4

%

 

 

3.4

%

 

 

1.8

%

Discount rate - service cost

 

N/A

 

 

 

1.8

%

 

N/A

 

 

 

2.8

%

 

N/A

 

 

 

3.0

%

 

N/A

 

 

 

2.5

%

 

N/A

 

 

 

2.4

%

 

N/A

 

 

 

1.8

%

Discount rate - interest cost

 

 

2.7

%

 

 

1.5

%

 

 

3.3

%

 

 

2.4

%

 

 

4.0

%

 

 

3.0

%

 

 

3.9

%

 

 

2.1

%

 

 

3.0

%

 

 

2.0

%

 

 

2.7

%

 

 

1.5

%

Expected long-term rate of return on

plan assets

 

 

6.8

%

 

 

4.7

%

 

 

7.5

%

 

 

5.1

%

 

 

7.5

%

 

 

5.4

%

 

 

6.3

%

 

 

4.9

%

 

 

6.8

%

 

 

4.9

%

 

 

6.8

%

 

 

4.7

%

Rate of increase in compensation

 

N/A

 

 

 

2.8

%

 

N/A

 

 

 

2.8

%

 

N/A

 

 

 

2.8

%

 

N/A

 

 

 

2.7

%

 

N/A

 

 

 

2.7

%

 

N/A

 

 

 

2.8

%

 

67


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:

 

 

2017

 

 

2016

 

 

2015

 

 

2019

 

 

2018

 

 

2017

 

 

Postretirement Benefits

 

 

Postretirement Benefits

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

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

%

 

 

2.9

%

 

 

2.4

%

 

 

4.1

%

 

 

3.2

%

 

 

3.4

%

 

 

3.1

%

Initial health care cost trend rate

 

 

7.0

%

 

 

7.1

%

 

 

7.0

%

 

 

6.1

%

 

 

6.5

%

 

 

6.8

%

 

 

6.5

%

 

 

6.9

%

 

 

7.0

%

 

 

7.0

%

 

 

7.0

%

 

 

7.1

%

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

%

 

 

4.1

%

 

 

3.2

%

 

 

3.4

%

 

 

3.1

%

 

 

3.0

%

 

 

2.8

%

Discount rate - service cost

 

 

2.6

%

 

 

3.2

%

 

 

3.4

%

 

 

4.1

%

 

 

3.8

%

 

 

3.9

%

 

 

4.0

%

 

 

3.5

%

 

 

3.1

%

 

 

3.6

%

 

 

2.6

%

 

 

3.2

%

Discount rate - interest cost

 

 

2.4

%

 

 

2.6

%

 

 

2.8

%

 

 

3.7

%

 

 

3.8

%

 

 

3.9

%

 

 

3.7

%

 

 

3.1

%

 

 

2.8

%

 

 

3.0

%

 

 

2.4

%

 

 

2.6

%

Initial health care cost trend rate

 

 

7.0

%

 

 

6.1

%

 

 

6.5

%

 

 

6.8

%

 

 

7.0

%

 

 

7.1

%

 

 

7.0

%

 

 

7.0

%

 

 

7.0

%

 

 

7.1

%

 

 

7.0

%

 

 

6.1

%

 

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 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, 20172019 and 20162018 related to the Company's defined benefit pension and postretirement benefit plans were as follows:

 

 

September 30

 

 

September 30

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

Pension Benefits

 

 

Postretirement Benefits

 

 

Pension Benefits

 

 

Postretirement Benefits

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

(In millions)

 

 

(In millions)

 

Noncurrent assets

 

$

1

 

 

$

12

 

 

$

 

 

$

8

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

19

 

 

$

10

 

 

$

21

 

 

$

 

 

$

 

 

$

 

 

$

 

Current liabilities

 

$

(1

)

 

$

(1

)

 

$

 

 

$

(1

)

 

$

(3

)

 

$

(1

)

 

$

(3

)

 

$

(1

)

 

$

(3

)

 

$

(1

)

 

$

 

 

$

(1

)

 

$

(3

)

 

$

 

 

$

(3

)

 

$

(1

)

Noncurrent liabilities

 

$

(4

)

 

$

(69

)

 

$

(18

)

 

$

(102

)

 

$

(30

)

 

$

(19

)

 

$

(34

)

 

$

(19

)

 

$

(3

)

 

$

(43

)

 

$

(4

)

 

$

(70

)

 

$

(25

)

 

$

(20

)

 

$

(26

)

 

$

(18

)

 

65


Amounts recognized in AOCI at September 30, 20172019 and 20162018 related to the Company's defined benefit pension and postretirement benefit plans were as follows:

 

 

September 30

 

 

September 30

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

Pension Benefits

 

 

Postretirement Benefits

 

 

Pension Benefits

 

 

Postretirement Benefits

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

(In millions)

 

 

(In millions)

 

Net actuarial (gain) loss

 

$

3

 

 

$

52

 

 

$

12

 

 

$

92

 

 

$

(6

)

 

$

5

 

 

$

(4

)

 

$

6

 

 

$

13

 

 

$

36

 

 

$

(1

)

 

$

49

 

 

$

(6

)

 

$

6

 

 

$

(7

)

 

$

4

 

Net prior service credit

 

 

 

 

 

(1

)

 

 

 

 

 

(1

)

 

 

(5

)

 

 

 

 

 

(7

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1

)

 

 

 

 

 

 

 

 

(2

)

 

 

 

Balance in accumulated other

comprehensive income (loss), pretax

 

$

3

 

 

$

51

 

 

$

12

 

 

$

91

 

 

$

(11

)

 

$

5

 

 

$

(11

)

 

$

6

 

 

$

13

 

 

$

36

 

 

$

(1

)

 

$

48

 

 

$

(6

)

 

$

6

 

 

$

(9

)

 

$

4

 

 

In fiscal 2018,2020, 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 0 prior service credits of $3 million for other postretirement benefits will be amortized from AOCI to net periodic benefit costs in fiscal 2018.2020.

68


Estimated Future Benefit Payments

The Company expects that the following benefit payments will be made to plan participants in the years from 20182020 to 2027:2029:

 

 

 

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)

 

2020(1)

 

$

158

 

 

$

9

 

 

$

3

 

 

$

1

 

2021

 

$

 

 

$

12

 

 

$

3

 

 

$

1

 

2022

 

$

 

 

$

10

 

 

$

3

 

 

$

1

 

2023

 

$

 

 

$

10

 

 

$

3

 

 

$

1

 

2024

 

$

 

 

$

11

 

 

$

3

 

 

$

1

 

2025 - 2029

 

$

1

 

 

$

55

 

 

$

10

 

 

$

4

 

 

(1)

The $158 million expected payment for U.S. pension benefits in fiscal 2020 is in connection with the termination of the U.S. plan which is expected to be completed in fiscal 2020.

Postretirement medical benefits are unfunded and impact Cabot’s cash flows as benefits become due, which is expected to be insignificant$4 million in fiscal 2018.2020. The Company expects to contribute $810 million to its foreign pension plans in fiscal 2018.2020.

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

 

 

Years Ended September 30

 

 

Years Ended September 30

 

 

2017

 

 

2016

 

 

2015

 

 

2017

 

 

2016

 

 

2015

 

 

2019

 

 

2018

 

 

2017

 

 

2019

 

 

2018

 

 

2017

 

 

Pension Benefits

 

 

Postretirement Benefits

 

 

Pension Benefits

 

 

Postretirement Benefits

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

(In millions)

 

 

(In millions)

 

Service cost

 

$

1

 

 

$

10

 

 

$

1

 

 

$

8

 

 

$

1

 

 

$

9

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

1

 

 

$

7

 

 

$

1

 

 

$

9

 

 

$

1

 

 

$

10

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Interest cost

 

 

4

 

 

 

6

 

 

 

4

 

 

 

8

 

 

 

7

 

 

 

11

 

 

 

1

 

 

 

1

 

 

 

1

 

 

 

1

 

 

 

2

 

 

 

1

 

 

 

5

 

 

 

5

 

 

 

5

 

 

 

7

 

 

 

4

 

 

 

6

 

 

 

1

 

 

 

1

 

 

 

1

 

 

 

1

 

 

 

1

 

 

 

1

 

Expected return on plan

assets

 

 

(9

)

 

 

(14

)

 

 

(10

)

 

 

(14

)

 

 

(11

)

 

 

(14

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(9

)

 

 

(10

)

 

 

(10

)

 

 

(15

)

 

 

(9

)

 

 

(14

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of prior

service cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

 

 

 

(3

)

 

 

 

 

 

(3

)

 

 

 

 

 

(4

)

 

 

 

 

 

 

 

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2

)

 

 

 

 

 

(3

)

 

 

 

 

 

(3

)

 

 

 

Net losses

 

 

 

 

 

5

 

 

 

 

 

 

3

 

 

 

 

 

 

4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2

 

 

 

 

 

 

3

 

 

 

 

 

 

5

 

 

 

(1

)

 

 

 

 

 

(1

)

 

 

 

 

 

 

 

 

 

Settlements or

Curtailments cost

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

18

 

 

 

 

 

 

 

 

 

(1

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(7

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net periodic (benefit) cost

 

$

(4

)

 

$

7

 

 

$

(5

)

 

$

6

 

 

$

(3

)

 

$

31

 

 

$

(2

)

 

$

1

 

 

$

(3

)

 

$

1

 

 

$

(2

)

 

$

1

 

 

$

(3

)

 

$

(1

)

 

$

(4

)

 

$

4

 

 

$

(4

)

 

$

7

 

 

$

(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

 

 

Years Ended September 30

 

 

2017

 

 

2016

 

 

2015

 

 

2017

 

 

2016

 

 

2015

 

 

2019

 

 

2018

 

 

2017

 

 

2019

 

 

2018

 

 

2017

 

 

Pension Benefits

 

 

Postretirement Benefits

 

 

Pension Benefits

 

 

Postretirement Benefits

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

(In millions)

 

 

(In millions)

 

Net (gains) losses

 

$

(9

)

 

$

(35

)

 

$

7

 

 

$

31

 

 

$

14

 

 

$

(8

)

 

$

(3

)

 

$

(1

)

 

$

2

 

 

$

5

 

 

$

1

 

 

$

 

 

$

14

 

 

$

(16

)

 

$

(4

)

 

$

 

 

$

(9

)

 

$

(35

)

 

$

 

 

$

2

 

 

$

(2

)

 

$

(1

)

 

$

(3

)

 

$

(1

)

Prior service (credit) cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(11

)

 

 

 

 

 

 

 

 

3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of prior

service credit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

 

 

 

 

 

 

3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2

 

 

 

 

 

 

3

 

 

 

 

 

 

3

 

 

 

 

Amortization of prior

unrecognized loss

 

 

 

 

 

(5

)

 

 

 

 

 

(3

)

 

 

 

 

 

(4

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4

 

 

 

 

 

 

 

 

 

(2

)

 

 

 

 

 

(3

)

 

 

 

 

 

(5

)

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

 

Loss on divestiture

 

 

 

 

 

(2

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on settlements

 

 

 

 

 

7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

(1

)

 

 

 

 

 

(27

)

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net changes recognized in

Total other comprehensive

(income) loss (1)

 

$

(9

)

 

$

(40

)

 

$

7

 

 

$

27

 

 

$

14

 

 

$

(41

)

 

$

 

 

$

(1

)

 

$

6

 

 

$

5

 

 

$

(6

)

 

$

 

 

$

14

 

 

$

(12

)

 

$

(4

)

 

$

(3

)

 

$

(9

)

 

$

(40

)

 

$

3

 

 

$

2

 

 

$

2

 

 

$

(1

)

 

$

 

 

$

(1

)

 

(1)

The tax impact on pension and other postretirement benefit liability adjustments arising during the period was a tax benefit of $5 million, tax provision of $7 million, tax benefit of $7$1 million, and tax provision of $5$7 million for fiscal years 2017, 2016,2019, 2018, and 2015,2017, respectively.

69


In the third quarter of fiscal 2019, the Company adjusted the assumptions in its U.K. plan to calculate accrued benefits for a portion of the plan’s participants. As a result of this change, a prior service cost of $2 million was recorded in Other income (expense) in the Consolidated Statement of Operations.

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 $1 million, and $17 million in fiscal 2017, 2016 and 2015, respectively.

Effective October 1, 2014,2019, the Company transferred the defined benefit obligations and pension plan assets in one1 of its foreign defined benefit plans to a multi-employer plan. This action effectively movesmoved 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, there was a $30 million reduction in net pension obligations associated with the plan, and a pre-tax chargegain of $18$7 million was recorded in Other income (expense) in the first quarterConsolidated Statement of fiscal 2015.Operations. In addition, there was an approximately $85 million reduction in plan assets and plan obligations as a resultpart of the transfer the Company recorded a $3 million charge in fiscal 2019 for the Company’s agreement to fund the actuarial loss gap between the terminated plan and the multi-employer plan, which will be paid over the next five years. This charge is included Other income (expense) in the Consolidated Statement of Operations and the liability is included in Accounts payable and accrued liabilities and Other liabilities on the Consolidated Balance Sheet.

The Company recognized net losses of less than $1 million in fiscal 2018 and 2017 due to curtailments and settlements of certain employee benefit plans.

U.S. Plan Termination

In fiscal 2019, the Company’s Board of Directors approved a resolution to terminate the U.S. pension plan. The Company commenced the U.S. plan termination process during the third quarter of 2019 and expects to complete the transfer of the U.S. plan’s assets and obligationsin fiscal year 2020 pending an Internal Revenue Service (“IRS”) determination letter. The pension liability will be settled in either a lump-sum payment or a purchased annuity. Upon settlement of this foreign plan.the plan, the Company will recognize a loss associated with the release of approximately $13 million from Accumulated other comprehensive income (loss) in the Consolidated Balance Sheet to Other income (expense) in the Consolidated Statement of Operations.

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 20172019 weighted-average assumed health care cost trend rate is 7.0%6.5% for U.S. plans and 6.16.9 % for foreign plans. A one percentage point change in the 20172019 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 thea less than $1 million impact to U.S. plans and $3 million impact to foreign plans postretirement benefit obligation: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 defined benefit pension plans weighted-average asset allocations at September 30, 20172019 and 2016,2018 by asset category, are as follows:

 

 

September 30

 

 

September 30

 

 

2017

 

 

2016

 

 

2019

 

 

2018

 

 

Pension Assets

 

 

Pension Assets

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

 

U.S.

 

 

Foreign

 

Equity securities

 

 

48

%

 

 

39

%

 

 

50

%

 

 

39

%

 

 

%

 

 

39

%

 

 

40

%

 

 

39

%

Debt securities

 

 

5

%

 

 

53

%

 

 

50

%

 

 

53

%

 

 

68

%

 

 

50

%

 

 

60

%

 

 

53

%

Cash and other securities(1)

 

 

47

%

 

 

8

%

 

 

%

 

 

8

%

 

 

32

%

 

 

11

%

 

 

%

 

 

8

%

Total

 

 

100

%

 

 

100

%

 

 

100

%

 

 

100

%

 

 

100

%

 

 

100

%

 

 

100

%

 

 

100

%


(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 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 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. plans is 50%32% in equitycash equivalents and 50%68% in fixed income and for the foreign plans is 38% 41%

70


in equity, 54%49% in fixed income, 3%6% in real estate and 5%4% in cash and other securities. The target allocation of the U.S. Pension plan has changed as a result of the anticipated plan settlement discussed in the U.S. Plan Termination section above.

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 recognized vendors of market data and subjected to tolerance/quality checks.

The fair value of the Company’s pension plan assets at September 30, 20172019 and 20162018 by asset category is as follows:

 

 

September 30

 

 

September 30

 

 

2017

 

 

2016

 

 

2019

 

 

2018

 

 

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

 

 

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)

 

 

(In millions)

 

Cash

 

$

1

 

 

$

 

 

$

1

 

 

$

1

 

 

$

 

 

$

1

 

 

$

2

 

 

$

 

 

$

2

 

 

$

3

 

 

$

 

 

$

3

 

Direct investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. equity securities

 

 

 

 

 

 

 

 

 

 

 

18

 

 

 

 

 

 

18

 

U.S government bonds

 

 

 

 

 

 

 

 

 

 

 

17

 

 

 

13

 

 

 

30

 

U.S. corporate bonds

 

 

 

 

 

 

 

 

 

 

 

 

 

 

74

 

 

 

74

 

Non-U.S. equities

 

 

3

 

 

 

 

 

 

3

 

 

 

 

 

 

 

 

 

 

Non-U.S. government bonds

 

 

2

 

 

 

 

 

 

2

 

 

 

 

 

 

 

 

 

 

Non-U.S. corporate bonds

 

 

3

 

 

 

 

 

 

3

 

 

 

 

 

 

 

 

 

 

Mortgage backed securities

 

 

 

 

 

1

 

 

 

1

 

 

 

 

 

 

 

 

 

 

Other fixed income

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

 

Total direct investments

 

 

 

 

 

 

 

 

 

 

 

18

 

 

 

 

 

 

18

 

 

 

9

 

 

 

1

 

 

 

10

 

 

 

17

 

 

 

87

 

 

 

104

 

Investment funds:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity funds(1)

 

 

75

 

 

 

124

 

 

 

199

 

 

 

59

 

 

 

119

 

 

 

178

 

 

 

 

 

 

74

 

 

 

74

 

 

 

44

 

 

 

126

 

 

 

170

 

Fixed income funds(2)

 

 

8

 

 

 

168

 

 

 

176

 

 

 

79

 

 

 

162

 

 

 

241

 

 

 

104

 

 

 

90

 

 

 

194

 

 

 

 

 

 

169

 

 

 

169

 

Real estate funds(3)

 

 

 

 

 

9

 

 

 

9

 

 

 

1

 

 

 

8

 

 

 

9

 

 

 

 

 

 

12

 

 

 

12

 

 

 

 

 

 

9

 

 

 

9

 

Cash equivalent funds

 

 

74

 

 

 

 

 

 

74

 

 

 

 

 

 

1

 

 

 

1

 

 

 

48

 

 

 

 

 

 

48

 

 

 

1

 

 

 

 

 

 

1

 

Total investment funds

 

 

157

 

 

 

301

 

 

 

458

 

 

 

139

 

 

 

290

 

 

 

429

 

 

 

152

 

 

 

176

 

 

 

328

 

 

 

45

 

 

 

304

 

 

 

349

 

Alternative investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Insurance contracts(4)

 

 

 

 

 

15

 

 

 

15

 

 

 

 

 

 

14

 

 

 

14

 

 

 

 

 

 

5

 

 

 

5

 

 

 

 

 

 

16

 

 

 

16

 

Other alternative investments

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

 

Total alternative investments

 

 

 

 

 

15

 

 

 

15

 

 

 

 

 

 

14

 

 

 

14

 

 

 

1

 

 

 

5

 

 

 

6

 

 

 

 

 

 

16

 

 

 

16

 

Total pension plan assets

 

$

158

 

 

$

316

 

 

$

474

 

 

$

158

 

 

$

304

 

 

$

462

 

 

$

164

 

 

$

182

 

 

$

346

 

 

$

65

 

 

$

407

 

 

$

472

 

 

(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.

 

71


Note M.O. Stock-Based Compensation

The Company has established equity compensation plans that provide stock-based compensation to eligible employees. The 2009 Long-Term Incentive 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, 2017 and authorizes the issuance of up to 5,375,000 shares of common stock. The Company ceased granting awards under the 2009 Plan when the 2017 Plan was approved and, accordingly, the 2017 Plan is the only equity incentive plan under which the Company may grant equity awards to employees.

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, 20162019, 2018 and 20152017 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% of the market price of Cabot’s common stock on the date of grant, generally vest over a three year period (30% on each of the first and second anniversaries of the date of grant and 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 $108 million, $10$16 million and $8$10 million, after tax, for fiscal 2019, 2018 and 2017, 2016 and 2015, 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, 20162019, 2018 and 20152017 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

 

 

Years Ended September 30

 

 

2017

 

 

2016

 

 

2015

 

 

2019

 

 

2018

 

 

2017

 

 

(In millions)

 

 

(In millions)

 

Cost of sales

 

$

1

 

 

$

1

 

 

$

4

 

 

$

1

 

 

$

2

 

 

$

1

 

Selling and administrative expenses

 

 

14

 

 

 

15

 

 

 

7

 

 

 

9

 

 

 

19

 

 

 

14

 

Research and technical expenses

 

 

1

 

 

 

1

 

 

 

1

 

 

 

1

 

 

 

1

 

 

 

1

 

Stock-based compensation expense

 

 

16

 

 

 

17

 

 

 

12

 

 

 

11

 

 

 

22

 

 

 

16

 

Income tax benefit

 

 

(6

)

 

 

(7

)

 

 

(4

)

 

 

(3

)

 

 

(6

)

 

 

(6

)

Net stock-based compensation expense

 

$

10

 

 

$

10

 

 

$

8

 

 

$

8

 

 

$

16

 

 

$

10

 

 

As of September 30, 2017,2019, Cabot has $1816 million and $2million 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 of1.3 years and 1.0 approximately 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 2017:2019:

 

 

Stock Options

 

 

Restricted Stock Units

 

 

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

 

 

Total

Options (4)

 

 

Weighted

Average

Exercise

Price

 

 

Weighted

Average

Grant Date

Fair Value

 

 

Restricted

Stock

Units(1)

 

 

Weighted

Average

Grant Date

Fair Value

 

 

(Shares in thousands)

 

 

(Shares in thousands)

 

Outstanding at September 30, 2016

 

 

1,522

 

 

$

37.72

 

 

$

12.53

 

 

 

732

 

 

$

43.54

 

Outstanding at September 30, 2018

 

 

881

 

 

$

50.73

 

 

$

13.82

 

 

 

985

 

 

$

50.16

 

Granted

 

 

275

 

 

$

50.57

 

 

$

12.76

 

 

 

303

 

 

$

51.03

 

 

 

343

 

 

$

49.70

 

 

$

10.85

 

 

 

316

 

 

$

49.44

 

Performance-based adjustment(2)

 

 

 

 

$

 

 

$

 

 

 

10

 

 

$

46.02

 

 

 

 

 

$

 

 

$

 

 

 

10

 

 

$

62.98

 

Exercised / Vested

 

 

(639

)

 

$

32.18

 

 

$

11.05

 

 

 

(147

)

 

$

47.60

 

 

 

(49

)

 

$

35.06

 

 

$

9.41

 

 

 

(383

)

 

$

40.97

 

Cancelled / Forfeited

 

 

(14

)

 

$

48.96

 

 

$

13.41

 

 

 

(22

)

 

$

45.52

 

 

 

(153

)

 

$

54.44

 

 

$

10.36

 

 

 

(163

)

 

$

54.48

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at September 30, 2019(3)

 

 

1,022

 

 

$

50.57

 

 

$

12.13

 

 

 

765

 

 

$

53.71

 

Exercisable at September 30, 2019

 

 

499

 

 

$

48.09

 

 

 

 

 

 

 

 

 

 

 

 

 

72


 

(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)

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 2017.2019.

(3)

Stock options outstanding include options vested and expected to vest in the future net of estimated forfeitures,and have a weighted average remaining contractual life of 6.05 years.6.74 years.

(4)

Unvested stock options were approximately 523,000 and 546,000 at September 30, 2019 and 2018 and their weighted average grant date fair values were $52.95 and $54.48, respectively.

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 onfor all options outstanding and options exercisable was nil since the Company’s closing common stock price of $55.80 on$45.32 at September 30, 2017, which would have been received by the option holders had all option holders exercised2019 was below their options and immediately sold their shares on that date.

weighted average exercise price. The intrinsic value of options exercised during fiscal 2017, 20162019, 2018 and 20152017 was $161 million, $8$11 million and $2$16 million, respectively, and the Company received cash of $21$2 million, $8$22 million and $4$21 million, respectively, from these exercises. In fiscal 2019 and 2018, the Company recognized an immaterial tax expense and a $1 million tax benefit, respectively, from the exercise of stock options, which is included in (Provision) benefit for income taxes within the Consolidated Statement of Operations. Prior to the Company’s adoption of the new accounting standard for stock compensation in fiscal 2018, tax benefits associated with stock option exercises were included in APIC.

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, 20162019, 2018 and 20152017 was $12.7610.85, $11.12,$15.21, and $15.68 $12.76per 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

 

 

2019

 

 

2018

 

 

2017

 

Expected stock price volatility

 

 

32

%

 

 

33

%

 

 

41

%

 

 

27

%

 

 

28

%

 

 

32

%

Risk free interest rate

 

 

1.8

%

 

 

2.0

%

 

 

2.0

%

 

 

3.1

%

 

 

2.2

%

 

 

1.8

%

Expected life of options (years)

 

 

6

 

 

 

6

 

 

 

6

 

 

 

6

 

 

 

6

 

 

 

6

 

Expected annual dividends per year

 

$

1.20

 

 

$

1.20

 

 

$

0.88

 

 

$

1.32

 

 

$

1.26

 

 

$

1.20

 

 

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, 20162019, 2018 and 20152017 was $51.0349.44, $40.51,$62.18, and $45.85, $51.03,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, 20162019, 2018 and 20152017 was $718 million, $15$12 million and $14$7 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 109,00093,000 and 143,000116,000 shares of Cabot common stock as of September 30, 20172019 and 2016,2018, 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 million as of both September 30, 20172019 and 2016, respectively,2018, is reflected in other long-term liabilities and marked-to-market quarterly.

 

73


Note N.P. Restructuring

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

 

 

Years Ended September 30

 

 

Years Ended September 30

 

 

2017

 

 

2016

 

 

2015

 

 

2019

 

 

2018

 

 

2017

 

 

(In millions)

 

 

(In millions)

 

Cost of sales

 

$

2

 

 

$

33

 

 

$

10

 

 

$

9

 

 

$

(31

)

 

$

2

 

Selling and administrative expenses

 

 

1

 

 

 

9

 

 

 

11

 

 

 

7

 

 

 

1

 

 

 

1

 

Research and development expenses

 

 

 

 

 

5

 

 

 

 

Total

 

$

3

 

 

$

47

 

 

$

21

 

 

$

16

 

 

$

(30

)

 

$

3

 

 

Details of all restructuring activities and the related reserves for fiscal 2015, 2016,2017, 2018, and 20172019 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

 

 

 

Severance

and

Employee

Benefits

 

 

Environmental

Remediation and Decommissioning Activities

 

 

Non-Cash

Asset

Impairment

and

Accelerated

Depreciation

 

 

Asset

Sales

 

 

Other

 

 

Total

 

 

 

(In millions)

 

Reserve at September 30, 2016

 

$

3

 

 

$

2

 

 

$

 

 

$

 

 

$

 

 

$

5

 

Charges (gain)

 

 

1

 

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

3

 

Costs charged against assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

1

 

Cash (paid) received

 

 

(3

)

 

 

(1

)

 

 

 

 

 

 

 

 

(2

)

 

 

(6

)

Reserve at September 30, 2017

 

 

1

 

 

 

2

 

 

 

 

 

 

 

 

 

 

 

 

3

 

Charges (gain)

 

 

2

 

 

 

3

 

 

 

1

 

 

 

(38

)

 

 

2

 

 

 

(30

)

Costs charged against liabilities

 

 

 

 

 

 

 

 

(1

)

 

 

(1

)

 

 

 

 

 

(2

)

Cash paid

 

 

(2

)

 

 

(1

)

 

 

 

 

 

39

 

 

 

(2

)

 

 

34

 

Reserve at September 30, 2018

 

 

1

 

 

 

4

 

 

 

 

 

 

 

 

 

 

 

 

5

 

Charges (gain)

 

 

11

 

 

 

 

 

 

2

 

 

 

 

 

 

3

 

 

 

16

 

Costs charged against assets

 

 

 

 

 

 

 

 

(2

)

 

 

 

 

 

 

 

 

(2

)

Cash (paid) received

 

 

(9

)

 

 

 

 

 

 

 

 

 

 

 

(3

)

 

 

(12

)

Reserve at September 30, 2019

 

$

3

 

 

$

4

 

 

$

 

 

$

 

 

$

 

 

$

7

 

 

71


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.

2016Purification Solutions Transformation Plan

In October 2015, in response to challenging macroeconomic conditions,December 2018, the Company announcedbegan implementation of a transformation plan to improve the long-term performance of the Purification Solutions segment. The purpose of the plan is to focus the business’s product portfolio, optimize its intentionmanufacturing assets, and streamline its organizational structure to restructure its operations subjectsupport the new focus. The Company recorded charges of approximately $9 million related to local consultation requirements and processes in certain locations. Cabot’sthis plan resulted in the terminationyear ended September 30, 2019, comprised of employment for approximately 300 employees across the Company’s global locations.

Total charges related to these actions are expected to be $30$8 million of which $29severance costs and $1 million was recorded in fiscal 2016.of professional fees and other charges. The Company has recorded pre-taxexpects to record cash charges of approximately $1 million in fiscal 2020 for fiscal 2017additional restructuring charges related to this plan. Cabot paid approximately $8 million related to these actionsactivities in the year ended September 30, 2019, and expects to incur charges of less than $1pay approximately $2 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.

2020. As of September 30, 2017,2019, Cabot had less than $1 million of accrued severance charges in the Consolidated Balance Sheets related to these actions.

Additionally,Sale of Land Rights in Thane, India

During fiscal 2018, Cabot entered into a binding memorandum of understanding to sell its land rights in Thane, India for approximately $28 million. The Company received a deposit of $3 million in cash in the first quarter of fiscal 2016, Cabot closedan additional deposit of $3 million in cash in the third quarter of fiscal 2018, and the final balance of $22 million was received on September 14, 2018. Based on the execution of the binding agreement and non-refundable receipt of cash, the Company has recorded the pre-tax gain on sale of $28 million to Cost of sales in the Consolidated Statements of Operations in the year ended September 30, 2018.

2016 Plan

As part the Company’s 2016 restructuring plan, the Company ceased operations at its carbon black manufacturing facility in Merak, Indonesia to consolidate production in Asia using the Company’s Cilegon, IndonesiaJanuary 2016 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 tocompleted the sale of the land on which the facility was located.

Total net cash outlays related to this closure are expected to be approximately $6 million, comprisedlocated in the second quarter 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. Totalcash consideration totaling approximately $13 million, resulting in a net cash outlays do not include any benefit from the potential proceeds relatedpre-tax gain of approximately $11 million recorded to the saleCost of land on which the facility was located.

As of September 30, 2017, Cabot has approximately $1 million of accrued severance costssales in the Company’s Consolidated Balance Sheets related to the Merak facility closure.Statements of Operations.

 Other Actions74

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.Q. Accumulated Other Comprehensive Income (Loss)

Changes in each component of AOCI, net of tax, are as follows for fiscal 20162018 and 2017:2019:

 

 

Currency

Translation

Adjustment

 

 

Unrealized

Gains on

Investment

 

 

Pension and Other

Postretirement

Benefit Liability

Adjustment

 

 

Total

 

 

Currency

Translation

Adjustment

 

 

Unrealized

Gains on

Investment

 

 

Pension and Other

Postretirement

Benefit Liability

Adjustment

 

 

Total

 

 

(In millions)

 

 

(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

)

Balance at September 30, 2017 attributable to

Cabot Corporation

 

$

(204

)

 

$

2

 

 

$

(57

)

 

$

(259

)

Other comprehensive income (loss) before reclassifications

 

 

25

 

 

 

 

 

 

41

 

 

 

66

 

 

 

(64

)

 

 

(1

)

 

 

6

 

 

 

(59

)

Amounts reclassified from AOCI

 

 

 

 

 

 

 

 

2

 

 

 

2

 

 

 

(2

)

 

 

 

 

 

(1

)

 

 

(3

)

Less: Other comprehensive income (loss) attributable to

noncontrolling interests

 

 

2

 

 

 

 

 

 

 

 

 

2

 

 

 

(4

)

 

 

 

 

 

 

 

 

(4

)

Balance at September 30, 2017 attributable to

Cabot Corporation

 

$

(204

)

 

$

2

 

 

$

(57

)

 

$

(259

)

Balance at September 30, 2018 attributable to

Cabot Corporation

 

 

(266

)

 

 

1

 

 

 

(52

)

 

 

(317

)

Other comprehensive income (loss) before reclassifications

 

 

(69

)

 

 

 

 

 

4

 

 

 

(65

)

Amounts reclassified from AOCI

 

 

(9

)

 

 

 

 

 

(6

)

 

 

(15

)

Less: Other comprehensive income (loss) attributable to

noncontrolling interests

 

 

(6

)

 

 

 

 

 

 

 

 

(6

)

Balance at September 30, 2019 attributable to

Cabot Corporation

 

$

(338

)

 

$

1

 

 

$

(54

)

 

$

(391

)

 

The amounts reclassified out of AOCI and into the Consolidated Statements of Operations for the fiscal yearyears ended September 30, 2017, 20162019, 2018 and 20152017 are as follows:

 

 

Affected Line Item in the Consolidated

 

September 30

 

 

Affected Line Item in the Consolidated

 

Years Ended September 30

 

 

Statements of Operations

 

2017

 

 

2016

 

 

2015

 

 

Statements of Operations

 

2019

 

 

2018

 

 

2017

 

 

 

 

(In Millions)

 

 

 

 

(In Millions)

 

Derivatives: net investment hedges

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Gains) losses reclassified to interest

expense

 

Interest expense

 

$

(5

)

 

$

(5

)

 

$

 

(Gains) losses excluded from effectiveness

testing and amortized to interest expense

 

Interest expense

 

 

1

 

 

 

2

 

 

 

 

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

 

Amortization of actuarial losses

 

Net Periodic Benefit Cost - see

Note N for details

 

 

1

 

 

 

2

 

 

 

5

 

Amortization of prior service cost (credit)

 

Net Periodic Benefit Cost - see

Note N for details

 

 

 

 

 

(3

)

 

 

(3

)

Settlement and curtailment gain

 

Net Periodic Benefit Cost - see

Note N for details

 

 

(7

)

 

 

 

 

 

 

Specialty Fluids divestiture

 

Specialty Fluids loss on sale and asset impairment - see Note D for details

 

 

(3

)

 

 

 

 

 

 

Total before tax

 

 

 

 

2

 

 

 

 

 

 

30

 

 

 

 

 

(13

)

 

 

(4

)

 

 

2

 

Tax impact

 

Provision for income taxes

 

 

 

 

 

 

 

 

(6

)

 

Provision (benefit) for income taxes

 

 

(2

)

 

 

1

 

 

 

 

Total after tax

 

 

 

$

2

 

 

$

 

 

$

24

 

 

 

 

$

(15

)

 

$

(3

)

 

$

2

 

 

7375


Note P.R. Earnings Per Share

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

 

 

Years Ended September 30

 

 

Years Ended September 30

 

 

2017

 

 

2016

 

 

2015

 

 

2019

 

 

2018

 

 

2017

 

 

(In millions, except per share amounts)

 

 

(In millions, except per share amounts)

 

Basic EPS:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to Cabot Corporation

 

$

241

 

 

$

149

 

 

$

(334

)

 

$

157

 

 

$

(113

)

 

$

248

 

Less: Dividends and dividend equivalents to participating

securities

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

1

 

 

 

 

Less: Undistributed earnings allocated to participating

securities(1)

 

 

2

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

2

 

Earnings (loss) allocated to common shareholders (numerator)

 

$

239

 

 

$

148

 

 

$

(334

)

 

$

155

 

 

$

(114

)

 

$

246

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares and participating

securities outstanding

 

 

62.8

 

 

 

62.9

 

 

 

63.9

 

 

 

59.5

 

 

 

62.4

 

 

 

62.8

 

Less: Participating securities(1)

 

 

0.5

 

 

 

0.5

 

 

 

0.5

 

 

 

0.8

 

 

 

0.7

 

 

 

0.5

 

Adjusted weighted average common shares

(denominator)

 

 

62.3

 

 

 

62.4

 

 

 

63.4

 

 

 

58.7

 

 

 

61.7

 

 

 

62.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

)

 

$

2.64

 

 

$

(1.85

)

 

$

3.94

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted EPS:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) allocated to common shareholders

 

$

239

 

 

$

148

 

 

$

(334

)

 

$

155

 

 

$

(114

)

 

$

246

 

Plus: Earnings (loss) allocated to participating securities

 

 

2

 

 

 

1

 

 

 

 

 

 

2

 

 

 

 

 

 

2

 

Less: Adjusted earnings allocated to participating

securities(2)

 

 

2

 

 

 

1

 

 

 

 

 

 

2

 

 

 

 

 

 

2

 

Earnings (loss) available to common shares (numerator)

 

$

239

 

 

$

148

 

 

$

(334

)

 

$

155

 

 

$

(114

)

 

$

246

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted weighted average common shares outstanding

 

 

62.3

 

 

 

62.4

 

 

 

63.4

 

 

 

58.7

 

 

 

61.7

 

 

 

62.3

 

Effect of dilutive securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shares issuable(3)

 

 

0.4

 

 

 

0.5

 

 

 

 

 

 

0.1

 

 

 

 

 

 

0.4

 

Adjusted weighted average common shares

(denominator)

 

 

62.7

 

 

 

62.9

 

 

 

63.4

 

 

 

58.8

 

 

 

61.7

 

 

 

62.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

)

 

$

2.63

 

 

$

(1.85

)

 

$

3.91

 

 

(1)

Participating securities consist of shares underlying outstanding and achieved performance-based restricted stock units issued during and after fiscal 2017 and all unvested time-based restricted stock units.The holders of these units are entitled to receive dividend equivalents payable in cash to the extent dividends are paid on the Company’s outstanding common stock and equal in value to the dividends that would have been paid in respect of the shares underlying such units.

7476


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

 

 

Years Ended September 30

 

 

2017

 

 

2016

 

 

2015

 

 

2019

 

 

2018

 

 

2017

 

 

(In millions)

 

 

(In millions)

 

Calculation of undistributed earnings:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to Cabot Corporation

 

$

241

 

 

$

149

 

 

$

(334

)

 

$

157

 

 

$

(113

)

 

$

248

 

Less: Dividends declared on common stock

 

 

77

 

 

 

65

 

 

 

56

 

 

 

80

 

 

 

79

 

 

 

77

 

Less: Dividends and dividend equivalents to participating

securities

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

1

 

 

 

 

Undistributed earnings (loss)

 

$

164

 

 

$

84

 

 

$

(390

)

 

$

76

 

 

$

(193

)

 

$

171

 

Allocation of undistributed earnings:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Undistributed earnings (loss) allocated to common

shareholders

 

$

162

 

 

$

83

 

 

$

(390

)

 

$

75

 

 

$

(193

)

 

$

169

 

Undistributed earnings allocated to participating

securities

 

 

2

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

2

 

Undistributed earnings (loss)

 

$

164

 

 

$

84

 

 

$

(390

)

 

$

76

 

 

$

(193

)

 

$

171

 

 

(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 before fiscal 2017 under Cabot’s equity incentive plans using the treasury stock method. For fiscal 2019, 2018 and 2017, 2016respectively, 942,060, 229,220 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.

 

Note Q.S. Income Taxes

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

 

 

Years Ended September 30

 

 

Years Ended September 30

 

 

2017

 

 

2016

 

 

2015

 

 

2019

 

 

2018

 

 

2017

 

 

(In millions)

 

 

(In millions)

 

Domestic

 

$

(19

)

 

$

(26

)

 

$

(439

)

 

$

(66

)

 

$

(229

)

 

$

(8

)

Foreign

 

 

307

 

 

 

220

 

 

 

62

 

 

 

321

 

 

 

346

 

 

 

307

 

Income from continuing operations before income taxes and

equity in earnings of affiliated companies

 

$

288

 

 

$

194

 

 

$

(377

)

 

$

255

 

 

$

117

 

 

$

299

 

 

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

 

 

Years Ended September 30

 

 

Years Ended September 30

 

 

2017

 

 

2016

 

 

2015

 

 

2019

 

 

2018

 

 

2017

 

 

(In millions)

 

 

(In millions)

 

U.S. federal and state:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

$

5

 

 

$

7

 

 

$

(7

)

 

$

2

 

 

$

14

 

 

$

5

 

Deferred

 

 

(30

)

 

 

(33

)

 

 

(74

)

 

 

(30

)

 

 

114

 

 

 

(26

)

Total

 

 

(25

)

 

 

(26

)

 

 

(81

)

 

 

(28

)

 

 

128

 

 

 

(21

)

Foreign:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

59

 

 

 

62

 

 

 

48

 

 

 

95

 

 

 

88

 

 

 

59

 

Deferred

 

 

(5

)

 

 

(2

)

 

 

(12

)

 

 

3

 

 

 

(23

)

 

 

(5

)

Total

 

 

54

 

 

 

60

 

 

 

36

 

 

 

98

 

 

 

65

 

 

 

54

 

Provision (benefit) for income taxes

 

$

29

 

 

$

34

 

 

$

(45

)

 

$

70

 

 

$

193

 

 

$

33

 

 

7577


The provision (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

 

 

Years Ended September 30

 

 

2017

 

 

2016

 

 

2015

 

 

2019

 

 

2018

 

 

2017

 

 

(In millions)

 

 

(In millions)

 

Computed tax expense at the federal statutory rate

 

$

101

 

 

$

68

 

 

$

(132

)

 

$

53

 

 

$

29

 

 

$

105

 

Foreign income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impact of taxation at different rates, repatriation, losses

and other

 

 

(75

)

 

 

(37

)

 

 

(24

)

 

 

42

 

 

 

6

 

 

 

(75

)

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

 

 

(7

)

 

 

7

 

 

 

(7

)

 

 

(25

)

 

 

(16

)

 

 

(7

)

Impact of foreign losses for which a current tax benefit is

not available

 

 

1

 

 

 

 

 

 

9

 

 

 

 

 

 

 

 

 

1

 

Impact of non-deductible net currency losses

 

 

 

 

 

2

 

 

 

(1

)

 

 

 

 

 

2

 

 

 

 

Impact of the Tax Cuts and Jobs Act of 2017

 

 

 

 

 

159

 

 

 

 

Global Intangible Low Taxed Income (GILTI)

 

 

10

 

 

 

 

 

 

 

U.S. and state benefits from research and experimentation

activities

 

 

(2

)

 

 

(2

)

 

 

(2

)

 

 

(2

)

 

 

(2

)

 

 

(2

)

Provision (settlement) of unrecognized tax benefits

 

 

7

 

 

 

1

 

 

 

(7

)

 

 

(8

)

 

 

1

 

 

 

7

 

Benefit from prior currency loss

 

 

 

 

 

(3

)

 

 

 

Impact of goodwill impairment charge

 

 

 

 

 

 

 

 

123

 

 

 

 

 

 

18

 

 

 

 

Permanent differences, net

 

 

5

 

 

 

 

 

 

 

 

 

1

 

 

 

(1

)

 

 

5

 

State taxes, net of federal effect

 

 

(1

)

 

 

(2

)

 

 

(4

)

 

 

(1

)

 

 

(3

)

 

 

(1

)

Provision (benefit) for income taxes

 

$

29

 

 

$

34

 

 

$

(45

)

 

$

70

 

 

$

193

 

 

$

33

 

 

Significant componentsIn the fiscal 2019 tax provision, Cabot recorded $7 million of deferred income taxes were as follows:net discrete tax benefit composed of tax benefits of $4 million related to uncertain tax positions, $2 million related to a pension settlement, $2 million related to changes in valuation allowance on beginning of year tax balances, $2 million related to the Specialty Fluids sale, $1 million related to result of changes in non-US tax laws and $1 million related to other miscellaneous tax items, partially offset by net tax charges of $5 million related to various return to provision adjustments related to tax return filings and audit settlements.

 

 

September 30

 

 

 

2017

 

 

2016

 

 

 

(In millions)

 

Deferred tax assets:

 

 

 

 

 

 

 

 

Deferred expenses

 

$

22

 

 

$

25

 

Intangible assets

 

 

43

 

 

 

45

 

Inventory

 

 

14

 

 

 

13

 

Other

 

 

14

 

 

 

4

 

Pension and other benefits

 

 

59

 

 

 

83

 

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

 

Subtotal

 

 

508

 

 

 

453

 

Valuation allowance

 

 

(168

)

 

 

(177

)

Total deferred tax assets

 

$

340

 

 

$

276

 

 

 

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

)

In the fiscal 2018 tax provision, Cabot recorded $120 million of net discrete tax expense, composed of $159 million net tax impact of the Act and $3 million tax expense upon the sale of assets, offset by net tax benefits of $29 million related to impairment and $15 million from a change in valuation allowance on a beginning of year tax balance, and net tax charge of $2 million related to other miscellaneous tax items.

In the fiscal 2017 tax provision, Cabot recorded $25$25 million of net discrete tax benefits, 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.

76Tax Reform


InOn December 22, 2017, the fiscal 2016U.S. enacted significant changes to federal income tax provision, Cabot recorded less than $1 million of discrete tax charges composed of charges of $5 million for valuation allowances on beginning oflaw affecting the year tax balances, partially offset by benefits of $3 million forCompany, including a currency loss and $1 million each for the renewalpermanent reduction of the U.S. researchcorporate income tax rate from 35% to 21%, effective January 1, 2018, as well as a 100% dividend received deduction for foreign dividends. Although the passage of the Act reduced the U.S. tax rate and experimentation credit andeffectively created a participation exemption regime for foreign earnings, there are certain other aspects of the new legislation that affect the Company, including in particular, immediate U.S. taxation of global intangible low-taxed income (“GILTI”) earned by foreign subsidiaries. GILTI earned by Controlled Foreign Corporations (“CFCs”) must be included currently in the gross income of the CFCs’ U.S. shareholder. GILTI is the excess of the shareholder’s “net CFC-tested income” over the net tax settlements.

Indeemed tangible income return, which is currently defined as the fiscal 2015 tax benefit, Cabot recorded $13 millionexcess of discrete tax benefits including benefits(1) 10% of $7 million for tax settlements, $4 million for repatriation, and $2 million for the renewalaggregate of the U.S. researchshareholder’s pro rata share of the qualified business asset investment of each CFC with respect to which it is a U.S. shareholder over (2) the amount of certain interest expense taken into account in the determination of net CFC-tested income. GILTI had a negative impact on earnings of $10 million and experimentation credit.this is the primary driver of the increase in the Company’s effective tax rate. In transitioning to this participation exemption regime, the Company was also subject, during fiscal 2018, to a one-time tax on the deemed repatriation of certain foreign earnings. The Company did 0t incur a Base Erosion Anti-Abuse Tax (“BEAT”) liability in fiscal 2019 since it did not exceed the base erosion percentage of 3% for the taxable year. A significant portion of the Company’s intercompany payments were exempted from BEAT. The Company will continue to analyze the applicability of the BEAT provisions on a quarterly basis.

78


In January 2018, accounting guidance was issued requiring a company to make an accounting policy to either treat taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred (the "period cost method") or factor such amounts into a company’s measurement of its deferred taxes (the "deferred method"). The Company has elected the period cost method and has considered the estimated 2019 GILTI impact in its 2019 tax expense.

Significant components of deferred income taxes were as follows:

 

 

September 30

 

 

 

2019

 

 

2018

 

 

 

(In millions)

 

Deferred tax assets:

 

 

 

 

 

 

 

 

Deferred expenses

 

$

15

 

 

$

17

 

Intangible assets

 

 

28

 

 

 

23

 

Inventory

 

 

9

 

 

 

4

 

Other

 

 

3

 

 

 

4

 

Pension and other benefits

 

 

41

 

 

 

45

 

Net operating loss carryforwards

 

 

124

 

 

 

146

 

Foreign tax credit carryforwards

 

 

20

 

 

 

12

 

R&D credit carryforwards

 

 

43

 

 

 

41

 

Other business credit carryforwards

 

 

29

 

 

 

39

 

Subtotal

 

 

312

 

 

 

331

 

Valuation allowance

 

 

(124

)

 

 

(169

)

Total deferred tax assets

 

$

188

 

 

$

162

 

 

 

September 30

 

 

 

2019

 

 

2018

 

 

 

(In millions)

 

Deferred tax liabilities:

 

 

 

 

 

 

 

 

Property, plant and equipment

 

$

(61

)

 

$

(56

)

Unremitted earnings of non-U.S. subsidiaries

 

 

(5

)

 

 

(14

)

Total deferred tax liabilities

 

$

(66

)

 

$

(70

)

Approximately $798711 million of net operating loss carryforwards (“NOLs”) and $21299 million of other tax credit carryforwards remain at September 30, 2017.2019. 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:

 

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

 

 

Credits

 

 

 

(In millions)

 

2020 - 2026

 

$

262

 

 

$

40

 

2027 and thereafter

 

 

168

 

 

 

57

 

Indefinite carryforwards

 

 

281

 

 

 

2

 

Total

 

$

711

 

 

$

99

 

 

79


As of September 30, 2017,2019, provisions have not been made for U.S. incomenon-U.S. withholding taxes or non-U.S. withholdingother applicable taxes on approximately $1.9 billion1,316 million of undistributed earnings of non-U.S. subsidiaries, as these earnings are considered indefinitely reinvested. 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 athe U.S. subsidiary, or if Cabot should sell its stock in the subsidiaries with the reinvested earnings.

As of September 30, 2017,2019,the Company had U.S. net deferred tax assets of $220$127 million, are in the U.S.including $20 million of foreign tax credit carryforwards. Management believes that the Company’s history of generating domestic profits, defined as U.S. income from continuing operations adjusted for U.S. permanent differences, 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, 2017,2019, the Company needs to generate approximately $629606 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, 20172019 and 20162018 represent management’s best estimate of the non-realizable portion of the deferred tax assets. The valuation allowance decreased by $9$45 million in 2017fiscal 2019 primarily due to net increases in the valuerelease of certain future tax benefits andvaluation allowance from the expiration of net operating losses generated that are included in deferred tax assets.certain jurisdictions and the divestiture of the Company’s Specialty Fluids business of $16 million. The valuation allowance increased by $16$1 million in 2016fiscal 2018 due to net reductions in value of certain pre-existing and acquired 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, 2017,2019, the total amount of unrecognized tax benefits was $3627 million, of which $2517 million was recorded in the Company’s Consolidated Balance Sheets and $1110 million of deferred tax assets, principally related to state net operating loss carry-forwards,carryforwards, have not been recorded. In addition, accruals of less than $1 million and $87 million have been recorded for penalties and interest, respectively, as of both September 30, 20172019, and 2016.$1 million and $9 million, respectively, as of September 30, 2018. Total penalties and interest recorded in the tax provision in the Consolidated Statements of Operations was $2$2 million in each of the years ended September 30, 2017, 2016,2019, 2018 and 2015.2017. If the unrecognized tax benefits were recognized at a given point in time, there would be approximately $3427 million favorable impact on the Company’s tax provision before consideration of the impact of the potential need for valuation allowances.

77


A reconciliation of the beginning and ending amount of unrecognized tax benefits for fiscal years 2017, 20162019, 2018 and 20152017 is as follows:

 

 

Years Ended September 30

 

 

Years Ended September 30

 

 

2017

 

 

2016

 

 

2015

 

 

2019

 

 

2018

 

 

2017

 

 

(In millions)

 

 

(In millions)

 

Balance at beginning of the year

 

$

30

 

 

$

30

 

 

$

41

 

 

$

37

 

 

$

36

 

 

$

30

 

Additions based on tax provisions related to the current

year

 

 

2

 

 

 

2

 

 

 

1

 

 

 

 

 

 

2

 

 

 

2

 

Additions for tax positions of prior years

 

 

8

 

 

 

5

 

 

 

 

 

 

 

 

 

1

 

 

 

8

 

Reductions of tax provisions of prior years

 

 

(1

)

 

 

(3

)

 

 

(1

)

 

 

(1

)

 

 

 

 

 

(1

)

Reductions related to settlements

 

 

(2

)

 

 

 

 

 

(9

)

 

 

(5

)

 

 

 

 

 

(2

)

Reductions from lapse of statute of limitations

 

 

(1

)

 

 

(4

)

 

 

(2

)

 

 

(4

)

 

 

(2

)

 

 

(1

)

Balance at end of the year

 

$

36

 

 

$

30

 

 

$

30

 

 

$

27

 

 

$

37

 

 

$

36

 

 

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.

80


Cabot files U.S. federal and state and non-U.S. income tax returns in jurisdictions with varying statutes of limitations. The 20132016 through 20152018 tax years generally remain subject to examination by the IRS and various tax years from 2005 through 20152018 remain subject to examination by the respective state tax authorities. In significant non-U.S. jurisdictions, various tax years from 20022003 through 20152018 remain subject to examination by their respective tax authorities. As of September 30, 2017,2019, Cabot’s significant non-U.S. jurisdictions include Canada, China, France, Germany, Italy, Japan, and the Netherlands.

 

Note R.T. Commitments and Contingencies

Operating Lease Commitments

Cabot leases certain transportation vehicles, warehouse facilities, office space, machinery and equipment under cancelable and non-cancelable operating leases, most of which expire within ten years and may be renewed by Cabot. Escalation clauses, lease payments dependent on existing rates/indexes and other lease incentives are included in the minimum lease payments and such lease payments are recognized on a straight-line basis over the minimum lease term. Rent expense under such arrangements for fiscal 2017, 20162019, 2018 and 20152017 totaled $3327 million, $31$32 million and $29$33 million, respectively. Future minimum rental commitments under non-cancelable leases are as follows:

 

Years Ended September 30

 

(In millions)

 

2018

 

$

25

 

2019

 

 

16

 

Years Ending September 30

 

(In millions)

 

2020

 

 

10

 

 

$

23

 

2021

 

 

9

 

 

 

14

 

2022

 

 

8

 

 

 

9

 

2023 and thereafter

 

 

68

 

2023

 

 

9

 

2024

 

 

8

 

2025 and thereafter

 

 

68

 

Total future minimum rental commitments

 

$

136

 

 

$

131

 

 

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 for fiscal 2017, 20162019, 2018 and 20152017 are as follows:

 

 

Years Ended September 30

 

 

Years Ended September 30

 

 

2017

 

 

2016

 

 

2015

 

 

2019

 

 

2018

 

 

2017

 

 

(In millions)

 

 

(In millions)

 

Reinforcement Materials

 

$

281

 

 

$

193

 

 

$

276

 

 

$

393

 

 

$

375

 

 

$

281

 

Performance Chemicals

 

 

43

 

 

 

68

 

 

 

62

 

 

 

65

 

 

 

55

 

 

 

43

 

Purification Solutions

 

 

7

 

 

 

7

 

 

 

14

 

 

 

8

 

 

 

11

 

 

 

7

 

Total

 

$

331

 

 

$

268

 

 

$

352

 

 

$

466

 

 

$

441

 

 

$

331

 

 

78


Included in the table above are raw materials purchases from noncontrolling shareholders of consolidated subsidiaries. These purchases were $116$156 million $92 millionduring both fiscal 2019 and $169fiscal 2018 and $116 million during fiscal 2017, 2016 and 2015, respectively, and accounts payable and accrued liabilities owed to noncontrolling shareholders as of September 30, 20172019 and 2016,2018, were $1220 million and $9$8 million, respectively.

For these purchase commitments, the amounts included in the table below are based on market prices as of September 30, 20172019 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

 

 

2020

 

 

2021

 

 

2022

 

 

2023

 

 

2024

 

 

Thereafter

 

 

Total

 

 

(In millions)

 

 

(In millions)

 

Reinforcement Materials

 

$

253

 

 

$

250

 

 

$

148

 

 

$

108

 

 

$

108

 

 

$

1,487

 

 

$

2,354

 

 

$

218

 

 

$

123

 

 

$

116

 

 

$

108

 

 

$

107

 

 

$

1,246

 

 

$

1,918

 

Performance Chemicals

 

 

41

 

 

 

41

 

 

 

39

 

 

 

37

 

 

 

26

 

 

 

371

 

 

 

555

 

 

 

57

 

 

 

55

 

 

 

53

 

 

 

35

 

 

 

30

 

 

 

402

 

 

$

632

 

Purification Solutions

 

 

10

 

 

 

7

 

 

 

6

 

 

 

1

 

 

 

 

 

 

 

 

 

24

 

 

 

6

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7

 

Total

 

$

304

 

 

$

298

 

 

$

193

 

 

$

146

 

 

$

134

 

 

$

1,858

 

 

$

2,933

 

 

$

281

 

 

$

179

 

 

$

169

 

 

$

143

 

 

$

137

 

 

$

1,648

 

 

$

2,557

 

 

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 $12 million as of September 30, 2019, the majority of which is expected to be paid within the next 5 years.

81


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-parties that provides stop-loss protection. The self-insured liability in fiscal 20172019 for third-party liabilities was $500,000 per accident for auto, $2 million per occurrence for all other, $1 million per accident for U.S. workers’ compensation, and the retention for medical costs in the United States is at most $225,000$250,000 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, 20172019 and 2016,2018, Cabot had $1213 million and $14$15 million, respectively, reserved for environmental matters. 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 20172019 and 2016,2018, there was $2$9 million and $12 million, respectively, in Accounts payable and accrued liabilities in the Consolidated Balance Sheets for environmental matters. In fiscal 20172019 and 2016,2018, there was $10$4 million and $12$3 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 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 less than $1$1 million in each of fiscal 20172019, $6 million in fiscal 2018 and 2016 andless than $1 million in fiscal 2015, respectively, which2017, and are included in Cost of sales in the Consolidated Statements of Operations. Cash payments related to these environmental matters were $2 million in fiscal 2019, $3 million in fiscal 2018 and $2 million in each of fiscal 2017, 2016 and 2015.2017. 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 $1213 million reserve for environmental matters was $4 million at September 30, 2017.2019.

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 installing technology controls for the reduction of sulfur dioxide and nitrogen oxide emissions at certain of its carbon black plants.

82


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, 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 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. 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.

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 both September 30, 20172019 and 2016,2018, there were approximately 37,000 and 38,00035,000 claimants respectively, in pending cases asserting claims against AO in connection with respiratory products. The vast majority of these claims have been pending for more than 10 years with little or no activity and have therefore been excluded from the Company’s estimates of its liability for respirator claims. 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 engaged, through counsel, the assistance of Hamilton, Rabinovitz & Alschuler,Nathan Associates, Inc. (“HR&A”Nathan”), a leading consulting firm in the field of tort liability valuation. 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 related to claims pending for less than 10 years and the estimated number of future claimants with respect to periods of asbestos, silica and coal mine dust exposure and respirator use. 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. OnDuring the year ended September 30, 2019, the Company updated this basis, HR&A then estimatesestimate with the valueassistance of the share of these liabilities that reflect Cabot’s period of direct manufacture and Cabot’s contractual obligations.Nathan. Based on the HR&Aupdated estimate, the Company increased its reserve as of September 30, 2019 for Cabot’s estimated share of the liability for pending and future respirator claims and recorded a charge of $20 million, which is included in Selling and administrative expenses in the Consolidated Statements of Operations. This increase, as well as the higher payments the Company made in fiscal 2019, reflect higher costs of defending and resolving these claims. Based on these estimates, as of September 30, 20172019 and 2016,2018, the Company had $18$35 million and $21$25 million, respectively, reserved for its estimated share of liability for pending and future respirator claims. The CompanyIn fiscal 2018, the company recorded a charge of $13$10 million related to the respirator liability in fiscal 2016, which iswas included in Selling and administrative expenses in the Consolidated Statements of Operations. No chargesNaN charge related to the respirator liability werewas recorded in either fiscal 2017 or fiscal 2015.2017. The Company made payments related to its respirator liability of $10 million in fiscal 2019 and $3 million in both fiscal 20172018 and 2016 and $2 million in fiscal 2015.2017.

80


The Company’s current estimate of the cost of its share of existing and future respirator liability claims is based on facts and circumstances existing at this time. 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, (vi) trial and appellate outcomes, (vii) changes in the law and procedure applicable to these claims, (vii)(viii) the financial viability of members of the Payor Group, (viii)(ix) 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)(x) changes in the allocation of costs among the Payor Group and (x)(xi) a determination that the assumptions that were used to estimate the Company’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, the actual amount of these liabilities for existing and future claims could be different than the reserved amount.

83


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.

 

Note S.U. 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 fourhad 4 reportable segments:segments through June 28, 2019: Reinforcement Materials, Performance Chemicals, Purification Solutions, and Specialty Fluids. The Specialty Fluids business was divested as of June 28, 2019 and since that time Cabot has been organized into the 3 remaining reportable business segments.

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 OxidesPerformance Additives business, and combines the specialty compounds and inkjet colorants product lines into the Formulated Solutions 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 one1 reportable segment.

The Purification Solutions segment represents the Company’s activated carbon business and the Specialty Fluids segment includesincluded 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 structure and surface chemistry, resulting in many different performance characteristics for a wide variety of applications. Rubber grade carbon blacks are used to enhance the physical properties of the systems and applications in which they are incorporated.

The Company’s rubber blacks products are used in tires and industrial products. Rubber blacks 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 blacks 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 blacks products, the Company manufactures compounds of carbon black and rubber using its patented elastomer composites manufacturing process. These compounds improve abrasion/wear resistance, reduce fatigue of rubber parts and reduce rolling resistance compared to carbon black/rubber compounds made by conventional dry mix methods.

84


Performance Chemicals

Performance Chemicals is composed of twoorganized into 2 businesses: (i) the Company’s Specialty CarbonsPerformance Additives business and Formulationsits Formulated Solutions business. The Company’s Performance Additives business which manufactures and sellscombines its specialty grades of carbon black, fumed metal oxides and aerogel product lines, and its Formulated Solutions business combines its specialty compounds and inkjet colorants, and (ii) its Metal Oxides business, which manufactures and sells fumed silica, fumed alumina and dispersions thereof and 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. The net sales from each of these businesses for fiscal 2017, 20162019, 2018 and 20152017 are as follows:

 

 

 

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

 

 

 

Years Ended September 30

 

 

 

2019

 

 

2018

 

 

2017

 

 

 

(In millions)

 

Performance Additives

 

$

694

 

 

$

707

 

 

$

650

 

Formulated Solutions

 

 

301

 

 

 

321

 

 

 

258

 

Total Performance Chemicals

 

$

995

 

 

$

1,028

 

 

$

908

 

 

Specialty Carbons and FormulationsPerformance Additives Business

The Company’s specialty grades of carbon black 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.

Cabot’s masterbatch and conductive compound products, which Cabot refers to as “specialty compounds”, are formulations derived from specialty grades of carbon black mixed with polymers and other additives. These products are generally used by plastic resin producers and converters in applications for the automotive, industrial, packaging, 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 reduce risks associated with electrostatic discharge in plastics applications.

The Company’s inkjet colorants are high-quality pigment-based black and color dispersions based on its patented carbon black surface modification 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 commercial printing, small office/home office 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.

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. 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.

Formulated Solutions Business

Cabot’s masterbatch and conductive compound products, which Cabot refers to as “specialty compounds”, are formulations derived from specialty grades of carbon black 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 colorants are high-quality pigment-based black and color dispersions based on its patented carbon black surface modification 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 commercial printing, small office/home office and corporate office, 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.

Purification Solutions

The Company’s activated carbon products are used for the purification 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.

85


Specialty Fluids

Cabot divested its Specialty Fluids business on June 28, 2019. Refer to Note D for the terms of this transaction. The Specialty Fluids segment producesproduced and marketsmarketed a range of cesium products that includeincluded 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.

 

83


Financial information by reportable segment is as follows:

 

Years Ended September 30

 

Reinforcement

Materials

 

 

Performance

Chemicals

 

 

Purification

Solutions

 

 

Specialty Fluids

 

 

Segment

Total

 

 

Unallocated

and

Other(1), (3)

 

 

Consolidated

Total

 

 

Reinforcement

Materials

 

 

Performance

Chemicals

 

 

Purification

Solutions

 

 

Specialty Fluids

 

 

Segment

Total(1)

 

 

Unallocated

and

Other(2), (4)

 

 

Consolidated

Total

 

 

(In millions)

 

 

(In millions)

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues from external customers(2)

 

$

1,381

 

 

$

908

 

 

$

281

 

 

$

41

 

 

$

2,611

 

 

$

106

 

 

$

2,717

 

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues from external customers(3)

 

$

1,815

 

 

$

995

 

 

$

278

 

 

$

56

 

 

$

3,144

 

 

$

193

 

 

$

3,337

 

Depreciation and amortization

 

$

69

 

 

$

46

 

 

$

39

 

 

$

2

 

 

$

156

 

 

$

(1

)

 

$

155

 

 

$

69

 

 

$

51

 

 

$

26

 

 

$

1

 

 

$

147

 

 

$

1

 

 

$

148

 

Equity in earnings of affiliated companies

 

$

6

 

 

$

 

 

$

6

 

 

$

 

 

$

12

 

 

$

(5

)

 

$

7

 

 

$

(1

)

 

$

1

 

 

$

3

 

 

$

 

 

$

3

 

 

$

(2

)

 

$

1

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

before income taxes(4)

 

$

266

 

 

$

152

 

 

$

2

 

 

$

24

 

 

$

444

 

 

$

(189

)

 

$

255

 

Assets(5)

 

$

1,177

 

 

$

1,024

 

 

$

436

 

 

$

 

 

$

2,637

 

 

$

367

 

 

$

3,004

 

Total expenditures for additions to long-lived

assets(6)

 

$

82

 

 

$

148

 

 

$

11

 

 

$

1

 

 

$

242

 

 

$

5

 

 

$

247

 

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues from external customers(2)(3)

 

$

1,108

 

 

$

865

 

 

$

290

 

 

$

47

 

 

$

2,310

 

 

$

101

 

 

$

2,411

 

 

$

1,774

 

 

$

1,028

 

 

$

279

 

 

$

45

 

 

$

3,126

 

 

$

116

 

 

$

3,242

 

Depreciation and amortization

 

$

74

 

 

$

48

 

 

$

39

 

 

$

3

 

 

$

164

 

 

$

(3

)

 

$

161

 

 

$

70

 

 

$

48

 

 

$

32

 

 

$

2

 

 

$

152

 

 

$

(3

)

 

$

149

 

Equity in earnings of affiliated companies

 

$

 

 

$

1

 

 

$

7

 

 

$

 

 

$

8

 

 

$

(5

)

 

$

3

 

 

$

1

 

 

$

 

 

$

6

 

 

$

 

 

$

7

 

 

$

(5

)

 

$

2

 

Income (loss) from continuing operations

before income taxes(3)(4)

 

$

137

 

 

$

225

 

 

$

(5

)

 

$

13

 

 

$

370

 

 

$

(176

)

 

$

194

 

 

$

279

 

 

$

200

 

 

$

(7

)

 

$

8

 

 

$

480

 

 

$

(363

)

 

$

117

 

Assets(4)(5)

 

$

1,093

 

 

$

629

 

 

$

736

 

 

$

139

 

 

$

2,597

 

 

$

438

 

 

$

3,035

 

 

$

1,319

 

 

$

919

 

 

$

460

 

 

$

178

 

 

$

2,876

 

 

$

368

 

 

$

3,244

 

Total expenditures for additions to long-lived

assets(5)(6)

 

$

46

 

 

$

33

 

 

$

30

 

 

$

1

 

 

$

110

 

 

$

2

 

 

$

112

 

 

$

97

 

 

$

94

 

 

$

16

 

 

$

17

 

 

$

224

 

 

$

5

 

 

$

229

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues from external customers(2)

 

$

1,507

 

 

$

927

 

 

$

296

 

 

$

42

 

 

$

2,772

 

 

$

99

 

 

$

2,871

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues from external customers(3)

 

$

1,381

 

 

$

908

 

 

$

281

 

 

$

41

 

 

$

2,611

 

 

$

106

 

 

$

2,717

 

Depreciation and amortization

 

$

83

 

 

$

54

 

 

$

45

 

 

$

2

 

 

$

184

 

 

$

(1

)

 

$

183

 

 

$

69

 

 

$

46

 

 

$

39

 

 

$

2

 

 

$

156

 

 

$

(1

)

 

$

155

 

Equity in earnings of affiliated companies

 

$

2

 

 

$

1

 

 

$

6

 

 

$

 

 

$

9

 

 

$

(5

)

 

$

4

 

 

$

6

 

 

$

 

 

$

6

 

 

$

 

 

$

12

 

 

$

(5

)

 

$

7

 

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

 

Income (loss) from continuing operations

before income taxes(4)

 

$

193

 

 

$

201

 

 

$

6

 

 

$

9

 

 

$

409

 

 

$

(110

)

 

$

299

 

Assets(5)

 

$

1,189

 

 

$

708

 

 

$

741

 

 

$

140

 

 

$

2,778

 

 

$

560

 

 

$

3,338

 

Total expenditures for additions to long-lived

assets(6)

 

$

68

 

 

$

47

 

 

$

19

 

 

$

5

 

 

$

139

 

 

$

8

 

 

$

147

 

 

(1)

Cabot divested its Specialty Fluids business on June 28, 2019. 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.

86


(2)(3)

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

 

 

Years Ended September 30

 

 

2017

 

 

2016

 

 

2015

 

 

2019

 

 

2018

 

 

2017

 

 

(In millions)

 

 

(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

 

 

$

(13

)

 

$

11

 

 

$

11

 

Shipping and handling fees

 

 

95

 

 

 

88

 

 

 

90

 

 

 

130

 

 

 

105

 

 

 

95

 

By-product sales(a)

 

 

76

 

 

 

 

 

 

 

Total

 

$

106

 

 

$

101

 

 

$

99

 

 

$

193

 

 

$

116

 

 

$

106

 

 

84


(3)

(a)

As of October 1, 2018, as part of the adoption of the new FASB accounting standard, Revenue from Contracts with Customers, the Company began presenting revenue from by-products produced in manufacturing operations in Net sales and other operating revenues, which in prior years was included as a reduction in Cost of sales.

(4)

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

 

 

Years Ended September 30

 

 

2017

 

 

2016

 

 

2015

 

 

2019

 

 

2018

 

 

2017

 

 

(In millions)

 

 

(In millions)

 

Interest expense

 

$

(53

)

 

$

(54

)

 

$

(53

)

 

$

(59

)

 

$

(54

)

 

$

(53

)

Certain Items:(a)

 

 

 

 

 

 

 

 

 

 

 

 

Global restructuring activities (Note N)

 

 

(3

)

 

 

(47

)

 

 

(21

)

Certain items:(a)

 

 

 

 

 

 

 

 

 

 

 

 

Specialty Fluids loss on sale and asset impairment charge (Note D)

 

 

(29

)

 

 

 

 

 

 

Legal and environmental matters and reserves

 

 

1

 

 

 

(17

)

 

 

 

 

 

(21

)

 

 

(16

)

 

 

1

 

Global restructuring activities (Note P)

 

 

(16

)

 

 

30

 

 

 

(3

)

Equity affiliate investment impairment charge (Note M)

 

 

(11

)

 

 

 

 

 

 

Acquisition and integration-related charges

 

 

 

 

 

 

 

 

(5

)

 

 

(6

)

 

 

(2

)

 

 

 

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

)

 

 

 

 

 

(1

)

 

 

(2

)

 

 

 

Purification Solutions goodwill and long-lived assets

impairment charge (Note G)

 

 

 

 

 

(254

)

 

 

 

Inventory reserve adjustment

 

 

 

 

 

(13

)

 

 

 

Gains (losses) on sale of investments

 

 

 

 

 

10

 

 

 

 

Other certain items

 

 

(1

)

 

 

 

 

 

 

 

 

(3

)

 

 

(1

)

 

 

(1

)

Total certain items, pre-tax

 

 

(3

)

 

 

(81

)

 

 

(617

)

 

 

(87

)

 

 

(248

)

 

 

(3

)

Unallocated corporate costs(b)

 

 

(50

)

 

 

(45

)

 

 

(46

)

 

 

(50

)

 

 

(61

)

 

 

(50

)

General unallocated income (expense)(c)

 

 

(8

)

 

 

7

 

 

 

11

 

 

 

8

 

 

 

2

 

 

 

3

 

Less: Equity in earnings of affiliated companies, net of tax(d)

 

 

7

 

 

 

3

 

 

 

4

 

 

 

1

 

 

 

2

 

 

 

7

 

Total

 

$

(121

)

 

$

(176

)

 

$

(709

)

 

$

(189

)

 

$

(363

)

 

$

(110

)

 

(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 and 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, 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.

(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)(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 and 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, interest income, dividend income, the profit or loss related to the corporate adjustment for unearned revenue, and the impact of including the full operating results of a contractual joint venture in Purification Solutions Segment EBIT.

(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.

(5)

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.

87


(5)(6)

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 attributable to an individual country, other than the U.S. and long-livedChina, were not material for disclosure. Revenues from external customers by individual country are summarized as follows:

 

 

Years Ended September 30

 

 

 

2019

 

 

2018

 

 

2017

 

 

 

(In millions)

 

United States

 

$

702

 

 

$

676

 

 

$

645

 

China

 

 

738

 

 

 

752

 

 

 

573

 

Other countries

 

 

1,897

 

 

 

1,814

 

 

 

1,499

 

Total

 

$

3,337

 

 

$

3,242

 

 

$

2,717

 

Each of the Company’s segments operate 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, 2019

 

 

 

Reinforcement

Materials

 

 

Performance

Chemicals

 

 

Purification

Solutions

 

 

Specialty

Fluids

 

 

Consolidated Total

 

 

 

(In millions)

 

Americas

 

$

688

 

 

$

294

 

 

$

126

 

 

$

6

 

 

$

1,114

 

Asia Pacific

 

 

769

 

 

 

353

 

 

 

35

 

 

 

1

 

 

 

1,158

 

Europe, Middle East and Africa

 

 

358

 

 

 

348

 

 

 

117

 

 

 

49

 

 

 

872

 

Segment revenues from external customers

 

 

1,815

 

 

 

995

 

 

 

278

 

 

 

56

 

 

 

3,144

 

Unallocated and other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

193

 

Net sales and other operating revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

3,337

 

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 Long-lived asset information by geographic area areindividual country is 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

 

 

 

2019

 

 

2018

 

 

2017

 

 

 

(In millions)

 

United States

 

$

572

 

 

$

493

 

 

$

493

 

China

 

 

264

 

 

 

270

 

 

 

261

 

Other countries

 

 

512

 

 

 

533

 

 

 

551

 

Total

 

$

1,348

 

 

$

1,296

 

 

$

1,305

 

 

Note T.V. Unaudited Quarterly Financial Information

Unaudited financial results by quarter for fiscal 20172019 and 20162018 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

 

 

 

Quarters Ended

 

 

Year Ended

 

 

 

December 31,

 

 

March 31,

 

 

June 30,

 

 

September 30,

 

 

September 30,

 

 

 

2018

 

 

2019

 

 

2019

 

 

2019

 

 

2019

 

 

 

(In millions, except per share amounts)

 

Net sales and other operating revenues

 

$

821

 

 

$

844

 

 

$

845

 

 

$

827

 

 

$

3,337

 

Gross profit

 

$

166

 

 

$

178

 

 

$

170

 

 

$

171

 

 

$

685

 

Net income (loss)

 

$

77

 

 

$

29

 

 

$

40

 

 

$

40

 

 

$

186

 

Net income (loss) attributable to Cabot

   Corporation

 

$

69

 

 

$

23

 

 

$

32

 

 

$

33

 

 

$

157

 

Earnings per common share—basic

 

$

1.14

 

 

$

0.39

 

 

$

0.55

 

 

$

0.56

 

 

$

2.64

 

Earnings per common share—diluted

 

$

1.14

 

 

$

0.39

 

 

$

0.55

 

 

$

0.55

 

 

$

2.63

 

 

During the fourth quarter of fiscal 2019, Cabot recorded a pre-tax charge of $20 million related to its respirator liabilities as discussed further in Note T.

88


 

 

Quarters Ended

 

 

Year Ended

 

 

 

December 31,

 

 

March 31,

 

 

June 30,

 

 

September 30,

 

 

September 30,

 

 

 

2017

 

 

2018

 

 

2018

 

 

2018

 

 

2018

 

 

 

(In millions, except per share amounts)

 

Net sales and other operating revenues

 

$

720

 

 

$

818

 

 

$

854

 

 

$

850

 

 

$

3,242

 

Gross profit

 

$

176

 

 

$

188

 

 

$

197

 

 

$

211

 

 

$

772

 

Net income (loss)

 

$

(112

)

 

$

(163

)

 

$

99

 

 

$

102

 

 

$

(74

)

Net income (loss) attributable to Cabot

   Corporation

 

$

(122

)

 

$

(173

)

 

$

88

 

 

$

94

 

 

$

(113

)

Earnings per common share—basic

 

$

(1.98

)

 

$

(2.80

)

 

$

1.41

 

 

$

1.51

 

 

$

(1.85

)

Earnings per common share—diluted

 

$

(1.98

)

 

$

(2.80

)

 

$

1.40

 

 

$

1.51

 

 

$

(1.85

)

During the fourth quarter of fiscal 2018, Cabot recorded a pre-tax gain of $28 million on the sale of its land rights in Thane, India as discussed further in Note U. Subsequent EventP. In addition, the tax benefit for the fourth quarter of fiscal 2018 includes a $19 million net benefit from discrete tax items primarily related to a revision of the estimate of the impact of the recent U.S. tax reform as discussed further in Note S.

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.

8689


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, 20172019 and 2016, and2018, 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 consolidated financial statements are2019, and the responsibility ofrelated notes (collectively referred to as the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States)"financial statements"). 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidatedthe financial statements present fairly, in all material respects, the financial position of Cabot Corporation and subsidiariesthe Company as of September 30, 20172019 and 2016,2018, and the results of theirits operations and theirits cash flows for each of the three years in the period ended September 30, 2017,2019, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’sCompany's internal control over financial reporting as of September 30, 2017,2019, based on the criteria established in Internal Control—Control — Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated November 22, 20172019, expressed an unqualified opinion on the Company’sCompany'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, 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 regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

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 on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Income Taxes — Accounting for Global Intangible Low-Taxed Income (GILTI) and Base Erosion and Anti-Abuse Tax (BEAT) — Refer to Note S to the financial statements

Critical Audit Matter Description

The Company operates in over 20 countries and is subject to income tax in each tax jurisdiction in which it operates. The Company became subject to the taxation of GILTI earned by foreign subsidiaries and BEAT for the first time in the year ended September 30, 2019. The Company’s calculation of foreign income subject to GILTI is complex, requiring significant inputs of data, as well as judgment, to determine the foreign income subject to GILTI. In addition, management’s determination of certain intercompany payments that are exempt from the BEAT computation based on the guidance provided by the Internal Revenue Service (IRS), required significant judgment.

We identified the evaluation of the accounting for GILTI and BEAT as a critical audit matter because of the significant judgments made by management and the complex application of the GILTI requirements. This required a high degree of auditor judgment and increased extent of effort, including the need to involve our income tax specialists, when performing audit procedures to evaluate the Company’s interpretation and application of the GILTI and BEAT provisions.  

How the Critical Audit Matter Was Addressed in the Audit

90


Our audit procedures related to the application of the BEAT and GILTI provisions included the following, among others:

We tested the effectiveness of controls over the Company’s determination of the impact of GILTI and BEAT in the initial year, including management’s review of the applicable provisions and supporting calculations.

With the assistance of our income tax specialists, we evaluated the Company’s analysis of BEAT by assessing the reasonableness of the methodology used to determine the base erosion percentage by:

Assessing each component of the base erosion percentage, including the completeness and accuracy of the foreign related party payments, gross deductions, and exemptions.

Testing the mathematical accuracy of the base erosion percentage and current year provision.

With the assistance of our income tax specialists, we evaluated the GILTI expense and management’s application of the GILTI income calculation by:

Testing the reasonableness of the methodology used to determine income earned by controlled foreign corporations (CFC) to be included in the gross income of the CFCs’ U.S. shareholder.

Assessing each component of the GILTI tax, including the Company’s calculation of tested income/loss of all CFCs, including determining whether the Company’s calculation is computed under U.S. tax rules.

Testing the completeness and accuracy of the qualified business asset investment and foreign tax credits associated with GILTI.

Performing an independent modeling of the Company's GILTI computation.

Testing the mathematical accuracy of the current year expense.

Commitments and Contingencies — Respirator Liabilities — Refer to Note T to the financial statements

Critical Audit Matter Description

The Company has exposure in connection with a safety respiratory products business previously owned by one of its subsidiaries. In response to the exposure, the Company has recorded a $35 million reserve, referred to as respirator liabilities. The respirator liabilities are recorded based on management’s assumptions, including the number of future claims and the estimated costs to defend and resolve these claims.

We identified 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 defend and resolve these claims.  This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our actuarial specialists, when performing audit procedures to evaluate the reasonableness of the recorded respirator liabilities as of September 30, 2019.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to respirator liabilities included the following, among others:

We tested the effectiveness of controls over management’s review of the work performed by the Company’s tort liability consultants, the assumptions utilized, claims data, and the calculation of the respirator liabilities.

We evaluated the methods and assumptions used by management to estimate the respirator liabilities by:

Testing the underlying historical claims data, which served as the basis for the analysis of the Company’s tort liability consultant, for completeness and accuracy of the inputs to the estimate.

Utilizing our actuarial specialists to assist with testing the assumptions regarding future unasserted claims and the costs to defend and resolve those claims.

Utilizing our actuarial specialists to assist with the calculation of an independent estimate of the respirator liabilities, and comparing our estimate to the Company’s estimate.

We assessed the appropriateness of the disclosures in the financial statements.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

November 22, 20172019

87

We have served as the Company's auditor since 2007.

91


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, 2017,2019, 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, 2019, 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, 2019, of the Company and our report dated November 22, 2019, 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, 20172019

 

8892


PART II

Item  9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

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, 2017.2019. 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;

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 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.

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, 20172019 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, 2017.2019.

Cabot’s internal control over financial reporting as of September 30, 20172019 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, 20172019 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B.

Other Information

None.

 

8993


PART III

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 20182020 Annual Meeting of Stockholders (“Proxy Statement”) and is herein incorporated by reference.

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.

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 and information relating to the security ownership of our management required by this item will be included in our Proxy Statement and is incorporated herein by reference.

The following table provides information as of September 30, 20172019 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)

 

 

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

 

 

 

1,897,805

 

 

$

50.57

 

 

 

4,301,155

 

Equity compensation plans not approved by

security holders

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

 

(1)

Includes (i) 1,143,9121,021,570 shares issuable upon exercise of outstanding stock options, (ii) 502,144404,018 shares issuable upon vesting of time-based restricted stock units, (iii) 243,146248,829 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 20152017 awards, the first two years within the three-year performance period of the fiscal 20162018 awards, and the first year within the three-year performance period of the fiscal 20172019 awards; and (iv) 261,888223,388 shares issuable upon vesting of the performance-based stock units attributable to year three of the 20162018 awards and years two and three of the 20172019 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 130,944111,694 shares would be issuable for year three of the 20162018 awards and years two and three of the 20172019 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) 5,616,0494,036,447 shares remain available for future issuance under our 2017 Long-Term Incentive Plan, and (ii) 310,682 264,708 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.

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.

9094


PART IV

Item 15.

Exhibits, Financial Statement Schedules

(a)

Financial Statements.

See “Index to Financial Statements” under Item 8 of this Form 10-K.

(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.)

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, 2016 (incorporated herein by reference to Exhibit 3.1 of Cabot’s Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2015, file reference 1-5667, filed with the SEC on February 5, 2016).

 

 

 

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)(i)

First Supplemental Indenture, dated as of June 17, 1992, to the Indenture. (incorporated herein by reference to Exhibit 4(a)(ii) 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)

 

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)(iii)

 

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)(iv)

 

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)(v)

 

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)(vi)

 

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).

95


Exhibit

Number

Description

 

 

 

4(a)(viii)(vii)

 

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).

4(a)(viii)

Second Supplemental Indenture, dated June 20, 2019, between Cabot Corporation and U.S. Bank National Association, including the form of Global Note attached as Annex A thereto (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(b)†

Description of Cabot Securities.

 

 

 

10(a)

 

Credit Agreement, dated October 23, 2015, among 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 Fargo Bank, National Association, and the other lenders party thereto (incorporated herein by reference to Exhibit 10(a) of Cabot’s Annual Report on Form 10-K for its fiscal year ended September 30, 2015, file reference 1-5667, filed with the SEC on November 25, 2015).

91


Exhibit

Number

Description

 

 

 

10(b)10(a)(i)

 

Extension Agreement dated December 14, 2016 to the Credit Agreement, dated October 23, 2015, among Cabot Corporation, JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLS, Citigroup Global Markets Inc., 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, file reference 1-5667, filed with the SEC on February 7, 2017).

10(a)(ii)

Extension Agreement dated October 6, 2017 to the Credit Agreement dated October 23, 2015, among Cabot Corporation, JPMorgan Chase Bank, N.A., J.P. Morgan Securities U.S., Citigroup Global Markets Inc., 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, 2017, file reference 1-5667, filed with the SEC on February 8, 2018).

 

 

 

10(b)(i)

Credit Agreement, dated May 22, 2019, among certain subsidiaries of Cabot Corporation, guaranteed by Cabot Corporation, Wells Fargo Bank, National Association, PNC Bank, National Association, Mizuho Bank, Ltd., and the other lenders party thereto (incorporated by reference to Exhibit 10.1 of Cabot ‘s Current Report on Form 8-K dated May 22, 2019, file reference 1-5667, filed with the SEC on May 29, 2019).

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)*

 

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)*

Cabot Corporation 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 10.3 of Cabot’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2016, file reference 1-5667, filed with the SEC on February 7, 2017).

 

 

 

10(d)*

 

Summary of Compensation for Non-Employee Directors (incorporated herein by reference to Exhibit 10.2 of Cabot’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2018, file reference 1-5667, filed with the SEC on February 8, 2019).

10(c)(iii)*

Cabot Corporation 2018 Short-Term Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.1 of Cabot’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2018 file reference 1-5667, filed with the SEC on February 8, 2019).

96


Exhibit

Number

Description

10(e)*

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).

 

 

 

10(e)10(f)*

 

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, 2017,2019, file reference 1-5667, filed with the SEC on August 7, 2017)November 21, 2018).

 

 

 

10(f)10(g)*

 

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, 2017,2019, file reference 1-5667, filed with the SEC on August 7, 2017)November 21, 2018).

 

 

 

10(g)10(h)*

 

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, 2017,2019 file reference 1-5667, filed with the SEC on August 7, 2017)November 21, 2018).

 

 

 

10(h)10(i)*

 

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(j)*

 

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†

 

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†

 

XBRL Instance Document.Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

 

 

 

101.SCH†

 

XBRL Taxonomy Extension Schema Document.

 

 

 

101.CAL†

 

XBRL Taxonomy Calculation Linkbase Document.

 

 

 

92


Exhibit

Number

Description

101.DEF†

 

XBRL Taxonomy Extension Definition Linkbase Document.

 

 

 

101.LAB†

 

XBRL Taxonomy Label Linkbase Document.

 

 

 

101.PRE†

 

XBRL Taxonomy Presentation Linkbase Document.

104*

The cover page from the Company’s Annual Report on Form 10-K for the year ended September 30, 2019, formatted in Inline XBRL (included in Exhibit 101).

 

*

Management contract or compensatory plan or arrangement.

Filed herewith.

97


††

Furnished herewith.

Item 16.

Form 10-K Summary

None.

9398


SIGNATURESSIGNATURES

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:

/S/    SEAN D. KEOHANE

 

Sean D. Keohane

President and Chief Executive Officer

 

Date: November 22, 20172019

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, 20172019

Sean D. Keohane

 

Chief Executive Officer

 

 

 

 

 

 

 

/s/    EDUARDO E. CORDEIROERICA MCLAUGHLIN  

 

ExecutiveSenior Vice President and

 

November 22, 20172019

Eduardo E. CordeiroErica McLaughlin

 

Chief Financial Officer

 

 

 

 

(principal financial officer)

 

 

 

 

 

 

 

/s/    JAMES P. KELLY

 

Vice President and Controller

 

November 22, 20172019

James P. Kelly

 

(principal accounting officer)

 

 

 

 

 

 

 

/s/    JOHN F. O’BRIENSUE H. RATAJ

 

Director, Non-Executive

 

November 22, 20172019

John F. O’BrienSue H. Rataj

 

ChairmanChair of the Board

 

 

 

 

 

 

 

/s/    JUAN ENRIQUEZCYNTHIA A. ARNOLD

 

Director

 

November 22, 20172019

Cynthia A. Arnold

Director

Juan Enriquez

 

 

 

 

 

 

 

 

 

/s/    WILLIAM C. KIRBY

 

Director

 

November 22, 20172019

William C. Kirby

/s/    RODERICK C.G. MACLEOD

Director

November 22, 2017

Roderick C.G. MacLeod

/s/    JOHN K. MCGILLICUDDY

Director

November 22, 2017

John K. McGillicuddy

 

 

 

 

 

 

 

 

 

/s/    MICHAEL M. MORROW

 

Director

 

November 22, 20172019

Michael M. Morrow

/s/    JOHN F. O’BRIEN

Director

November 22, 2019

John F. O’Brien

 

 

 

 

 

 

 

 

 

/s/    PATRICK M. PREVOST

 

Director

 

November 22, 20172019

Patrick M. Prevost

 

 

 

 

 

 

 

 

 

/s/    SUE H. RATAJFRANK A. WILSON

 

Director

 

November 22, 20172019

Sue H. RatajFrank A. Wilson

 

 

 

 

 

 

 

 

 

/s/ MATTHIAS L. WOLFGRUBER

 

Director

 

November 22, 20172019

Matthias L. Wolfgruber

 

 

 

 

 

 

 

 

 

/s/    MARK S. WRIGHTON

 

Director

 

November 22, 20172019

Mark S. Wrighton

 

 

 

 

/s/    CHRISTINE Y. YAN

Director

November 22, 2019

Christine Y. Yan

 

 

9499