UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 20172018
or
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 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 Boston, Massachusetts | 02210-2019 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (617) 345-0100
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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the 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 smaller reporting company) | Smaller reporting company | ☐ |
|
|
|
|
Emerging growth company | ☐ |
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
62,475,249The Company had 61,820,454 shares of common stock, $1.00 par value per share, outstanding as of May 4, 20177, 2018.
INDEX
Part I. |
| ||
|
|
|
|
| Item 1. |
| |
|
| 3 | |
|
| 4 | |
|
| 5 | |
|
| 7 | |
|
| 8 | |
|
|
|
|
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
|
| Item 3. |
| |
| Item 4. |
| |
|
|
| |
Part II. |
| ||
| Item |
| |
|
| ||
| Item 6. |
|
CABOT CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
|
| Three Months Ended March 31, |
|
| Six Months Ended March 31, |
|
| Three Months Ended March 31 |
|
| Six Months Ended March 31 |
| ||||||||||||||||||||
|
| 2017 |
|
| 2016 |
|
| 2017 |
|
| 2016 |
|
| 2018 |
|
| 2017 |
|
| 2018 |
|
| 2017 |
| ||||||||
|
| (In millions, except per share amounts) |
|
| (In millions, except per share amounts) |
| ||||||||||||||||||||||||||
Net sales and other operating revenues |
| $ | 678 |
|
| $ | 568 |
|
| $ | 1,289 |
|
| $ | 1,171 |
|
| $ | 818 |
|
| $ | 678 |
|
| $ | 1,538 |
|
| $ | 1,289 |
|
Cost of sales |
|
| 509 |
|
|
| 418 |
|
|
| 963 |
|
|
| 922 |
|
|
| 628 |
|
|
| 509 |
|
|
| 1,170 |
|
|
| 961 |
|
Gross profit |
|
| 169 |
|
|
| 150 |
|
|
| 326 |
|
|
| 249 |
|
|
| 190 |
|
|
| 169 |
|
|
| 368 |
|
|
| 328 |
|
Selling and administrative expenses |
|
| 65 |
|
|
| 62 |
|
|
| 128 |
|
|
| 133 |
|
|
| 78 |
|
|
| 65 |
|
|
| 147 |
|
|
| 128 |
|
Research and technical expenses |
|
| 14 |
|
|
| 11 |
|
|
| 26 |
|
|
| 27 |
|
|
| 16 |
|
|
| 14 |
|
|
| 31 |
|
|
| 26 |
|
Purification Solutions long-lived assets impairment (Note E) |
|
| 162 |
|
|
| — |
|
|
| 162 |
|
|
| — |
| ||||||||||||||||
Purification Solutions goodwill impairment (Note E) |
|
| 92 |
|
|
| — |
|
|
| 92 |
|
|
| — |
| ||||||||||||||||
Income (loss) from operations |
|
| 90 |
|
|
| 77 |
|
|
| 172 |
|
|
| 89 |
|
|
| (158 | ) |
|
| 90 |
|
|
| (64 | ) |
|
| 174 |
|
Interest and dividend income |
|
| 2 |
|
|
| 2 |
|
|
| 4 |
|
|
| 3 |
|
|
| 3 |
|
|
| 2 |
|
|
| 6 |
|
|
| 4 |
|
Interest expense |
|
| (13 | ) |
|
| (14 | ) |
|
| (26 | ) |
|
| (27 | ) |
|
| (14 | ) |
|
| (13 | ) |
|
| (27 | ) |
|
| (26 | ) |
Other income (expense) |
|
| (1 | ) |
|
| (3 | ) |
|
| 1 |
|
|
| (11 | ) |
|
| (2 | ) |
|
| (1 | ) |
|
| 6 |
|
|
| 1 |
|
Income (loss) from continuing operations before income taxes and equity in earnings of affiliated companies |
|
| 78 |
|
|
| 62 |
|
|
| 151 |
|
|
| 54 |
|
|
| (171 | ) |
|
| 78 |
|
|
| (79 | ) |
|
| 153 |
|
(Provision) benefit for income taxes |
|
| 1 |
|
|
| (11 | ) |
|
| (16 | ) |
|
| (6 | ) |
|
| 7 |
|
|
| 1 |
|
|
| (198 | ) |
|
| (17 | ) |
Equity in earnings of affiliated companies, net of tax |
|
| 1 |
|
|
| 1 |
|
|
| 3 |
|
|
| 1 |
|
|
| 1 |
|
|
| 1 |
|
|
| 2 |
|
|
| 3 |
|
Net income (loss) |
|
| 80 |
|
|
| 52 |
|
|
| 138 |
|
|
| 49 |
|
|
| (163 | ) |
|
| 80 |
|
|
| (275 | ) |
|
| 139 |
|
Net income (loss) attributable to noncontrolling interests, net of tax |
|
| 6 |
|
|
| 4 |
|
|
| 10 |
|
|
| 8 |
|
|
| 10 |
|
|
| 6 |
|
|
| 20 |
|
|
| 10 |
|
Net income (loss) attributable to Cabot Corporation |
| $ | 74 |
|
| $ | 48 |
|
| $ | 128 |
|
| $ | 41 |
|
| $ | (173 | ) |
| $ | 74 |
|
| $ | (295 | ) |
| $ | 129 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
| 62.4 |
|
|
| 62.4 |
|
|
| 62.3 |
|
|
| 62.4 |
|
|
| 61.8 |
|
|
| 62.4 |
|
|
| 61.8 |
|
|
| 62.3 |
|
Diluted |
|
| 62.8 |
|
|
| 62.8 |
|
|
| 62.8 |
|
|
| 62.9 |
|
|
| 61.8 |
|
|
| 62.8 |
|
|
| 61.8 |
|
|
| 62.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
| $ | 1.19 |
|
| $ | 0.76 |
|
| $ | 2.04 |
|
| $ | 0.65 |
|
| $ | (2.80 | ) |
| $ | 1.19 |
|
| $ | (4.78 | ) |
| $ | 2.06 |
|
Diluted |
| $ | 1.18 |
|
| $ | 0.76 |
|
| $ | 2.03 |
|
| $ | 0.65 |
|
| $ | (2.80 | ) |
| $ | 1.19 |
|
| $ | (4.78 | ) |
| $ | 2.05 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends per common share |
| $ | 0.30 |
|
| $ | 0.22 |
|
| $ | 0.60 |
|
| $ | 0.44 |
|
| $ | 0.315 |
|
| $ | 0.30 |
|
| $ | 0.63 |
|
| $ | 0.60 |
|
The accompanying notes are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
UNAUDITED
|
| Three Months Ended March 31, |
|
| Six Months Ended March 31, |
|
| Three Months Ended March 31 |
|
| Six Months Ended March 31 |
| ||||||||||||||||||||
|
| 2017 |
|
| 2016 |
|
| 2017 |
|
| 2016 |
|
| 2018 |
|
| 2017 |
|
| 2018 |
|
| 2017 |
| ||||||||
|
| (In millions) |
|
| (In millions) |
| ||||||||||||||||||||||||||
Net income (loss) |
| $ | 80 |
|
| $ | 52 |
|
| $ | 138 |
|
| $ | 49 |
|
| $ | (163 | ) |
| $ | 80 |
|
| $ | (275 | ) |
| $ | 139 |
|
Other comprehensive income (loss), net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment (net of tax provision of $1, $—, $3 and $—) |
|
| 56 |
|
|
| 65 |
|
|
| (69 | ) |
|
| 18 |
| ||||||||||||||||
Foreign currency translation adjustment, net of tax provision (benefit) of $(2), $1, $(4) and $3 |
|
| 59 |
|
|
| 56 |
|
|
| 59 |
|
|
| (69 | ) | ||||||||||||||||
Derivatives: net investment hedges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
(Gains) losses reclassified to interest expense, net of tax provision of $—, $—, $— and $— |
|
| (1 | ) |
|
| — |
|
|
| (2 | ) |
|
| — |
| ||||||||||||||||
Pension and other postretirement benefit liability adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension and other postretirement benefit liability adjustments arising during the period, net of tax |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (1 | ) | ||||||||||||||||
Amortization of net loss and prior service credit included in net periodic benefit cost, net of tax |
|
| 1 |
|
|
| 1 |
|
|
| 2 |
|
|
| 1 |
|
|
| — |
|
|
| 1 |
|
|
| — |
|
|
| 2 |
|
Other comprehensive income (loss) |
|
| 57 |
|
|
| 66 |
|
|
| (67 | ) |
|
| 18 |
|
|
| 58 |
|
|
| 57 |
|
|
| 57 |
|
|
| (67 | ) |
Comprehensive income (loss) |
|
| 137 |
|
|
| 118 |
|
|
| 71 |
|
|
| 67 |
|
|
| (105 | ) |
|
| 137 |
|
|
| (218 | ) |
|
| 72 |
|
Net income (loss) attributable to noncontrolling interests, net of tax |
|
| 6 |
|
|
| 4 |
|
|
| 10 |
|
|
| 8 |
|
|
| 10 |
|
|
| 6 |
|
|
| 20 |
|
|
| 10 |
|
Noncontrolling interests foreign currency translation adjustment, net of tax |
|
| 1 |
|
|
| 1 |
|
|
| (3 | ) |
|
| (2 | ) | ||||||||||||||||
Foreign currency translation adjustment attributable to noncontrolling interests, net of tax |
|
| 4 |
|
|
| 1 |
|
|
| 7 |
|
|
| (3 | ) | ||||||||||||||||
Comprehensive income (loss) attributable to noncontrolling interests, net of tax |
|
| 7 |
|
|
| 5 |
|
|
| 7 |
|
|
| 6 |
|
|
| 14 |
|
|
| 7 |
|
|
| 27 |
|
|
| 7 |
|
Comprehensive income (loss) attributable to Cabot Corporation |
| $ | 130 |
|
| $ | 113 |
|
| $ | 64 |
|
| $ | 61 |
|
| $ | (119 | ) |
| $ | 130 |
|
| $ | (245 | ) |
| $ | 65 |
|
The accompanying notes are an integral part of these consolidated financial statements.
ASSETS
UNAUDITED
|
| March 31, |
|
| September 30, |
| ||||||||||
|
| 2017 |
|
| 2016 |
|
| March 31, 2018 |
|
| September 30, 2017 |
| ||||
|
| (In millions) |
|
| (In millions) |
| ||||||||||
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
| $ | 133 |
|
| $ | 200 |
|
| $ | 179 |
|
| $ | 280 |
|
Accounts and notes receivable, net of reserve for doubtful accounts of $10 and $8 |
|
| 520 |
|
|
| 456 |
| ||||||||
Accounts and notes receivable, net of reserve for doubtful accounts of $10 and $9 |
|
| 637 |
|
|
| 527 |
| ||||||||
Inventories: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Raw materials |
|
| 88 |
|
|
| 66 |
|
|
| 116 |
|
|
| 93 |
|
Work in process |
|
| 2 |
|
|
| 1 |
|
|
| 2 |
|
|
| 2 |
|
Finished goods |
|
| 265 |
|
|
| 237 |
|
|
| 332 |
|
|
| 293 |
|
Other |
|
| 40 |
|
|
| 38 |
|
|
| 48 |
|
|
| 45 |
|
Total inventories |
|
| 395 |
|
|
| 342 |
|
|
| 498 |
|
|
| 433 |
|
Prepaid expenses and other current assets |
|
| 56 |
|
|
| 49 |
|
|
| 73 |
|
|
| 59 |
|
Total current assets |
|
| 1,104 |
|
|
| 1,047 |
|
|
| 1,387 |
|
|
| 1,299 |
|
Property, plant and equipment, net |
|
| 1,237 |
|
|
| 1,290 |
|
|
| 1,274 |
|
|
| 1,305 |
|
Goodwill |
|
| 151 |
|
|
| 152 |
|
|
| 97 |
|
|
| 154 |
|
Equity affiliates |
|
| 54 |
|
|
| 53 |
|
|
| 54 |
|
|
| 56 |
|
Intangible assets, net |
|
| 134 |
|
|
| 140 |
|
|
| 103 |
|
|
| 137 |
|
Assets held for rent |
|
| 101 |
|
|
| 97 |
|
|
| 107 |
|
|
| 104 |
|
Deferred income taxes |
|
| 254 |
|
|
| 216 |
|
|
| 49 |
|
|
| 237 |
|
Other assets |
|
| 46 |
|
|
| 40 |
|
|
| 46 |
|
|
| 46 |
|
Total assets |
| $ | 3,081 |
|
| $ | 3,035 |
|
| $ | 3,117 |
|
| $ | 3,338 |
|
The accompanying notes are an integral part of these consolidated financial statements.
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS’ EQUITY
UNAUDITED
|
| March 31, |
|
| September 30, |
| ||||||||||
|
| 2017 |
|
| 2016 |
|
| March 31, 2018 |
|
| September 30, 2017 |
| ||||
|
| (In millions, except share |
|
| (In millions, except share |
| ||||||||||
|
| and per share amounts) |
|
| and per share amounts) |
| ||||||||||
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes payable |
| $ | 15 |
|
| $ | 7 |
|
| $ | 268 |
|
| $ | 7 |
|
Accounts payable and accrued liabilities |
|
| 377 |
|
|
| 364 |
|
|
| 505 |
|
|
| 457 |
|
Income taxes payable |
|
| 32 |
|
|
| 25 |
|
|
| 24 |
|
|
| 22 |
|
Current portion of long-term debt |
|
| 251 |
|
|
| 1 |
|
|
| 36 |
|
|
| 256 |
|
Total current liabilities |
|
| 675 |
|
|
| 397 |
|
|
| 833 |
|
|
| 742 |
|
Long-term debt |
|
| 664 |
|
|
| 914 |
|
|
| 631 |
|
|
| 661 |
|
Deferred income taxes |
|
| 47 |
|
|
| 41 |
|
|
| 19 |
|
|
| 38 |
|
Other liabilities |
|
| 270 |
|
|
| 285 |
|
|
| 265 |
|
|
| 245 |
|
Redeemable preferred stock |
|
| 27 |
|
|
| 26 |
|
|
| 26 |
|
|
| 27 |
|
Commitments and contingencies (Note G) |
|
|
|
|
|
|
|
| ||||||||
Commitments and contingencies (Note I) |
|
|
|
|
|
|
|
| ||||||||
Stockholders’ equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Authorized: 2,000,000 shares of $1 par value |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Issued and Outstanding : None and none |
|
|
|
|
|
|
|
| ||||||||
Issued and Outstanding: None and none |
|
|
|
|
|
|
|
| ||||||||
Common stock: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Authorized: 200,000,000 shares of $1 par value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued: 62,675,606 and 62,449,425 shares |
|
|
|
|
|
|
|
| ||||||||
Outstanding: 62,470,543 and 62,210,711 shares |
|
| 63 |
|
|
| 62 |
| ||||||||
Less cost of 205,063 and 238,714 shares of common treasury stock |
|
| (7 | ) |
|
| (7 | ) | ||||||||
Issued: 62,019,859 and 62,087,627 shares |
|
|
|
|
|
|
|
| ||||||||
Outstanding: 61,818,776 and 61,884,347 shares |
|
| 62 |
|
|
| 62 |
| ||||||||
Less cost of 201,083 and 203,280 shares of common treasury stock |
|
| (7 | ) |
|
| (6 | ) | ||||||||
Additional paid-in capital |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Retained earnings |
|
| 1,638 |
|
|
| 1,544 |
|
|
| 1,370 |
|
|
| 1,707 |
|
Accumulated other comprehensive income (loss) |
|
| (389 | ) |
|
| (325 | ) |
|
| (209 | ) |
|
| (259 | ) |
Total Cabot Corporation stockholders' equity |
|
| 1,305 |
|
|
| 1,274 |
|
|
| 1,216 |
|
|
| 1,504 |
|
Noncontrolling interests |
|
| 93 |
|
|
| 98 |
|
|
| 127 |
|
|
| 121 |
|
Total stockholders' equity |
|
| 1,398 |
|
|
| 1,372 |
|
|
| 1,343 |
|
|
| 1,625 |
|
Total liabilities and stockholders’ equity |
| $ | 3,081 |
|
| $ | 3,035 |
|
| $ | 3,117 |
|
| $ | 3,338 |
|
The accompanying notes are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
|
| Six Months Ended |
| |||||||||||||
|
| March 31, |
|
| Six Months Ended March 31 |
| ||||||||||
|
| 2017 |
|
| 2016 |
|
| 2018 |
|
| 2017 |
| ||||
|
| (In millions) |
|
| (In millions) |
| ||||||||||
Cash Flows from Operating Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
| $ | 138 |
|
| $ | 49 |
|
| $ | (275 | ) |
| $ | 139 |
|
Adjustments to reconcile net income (loss) to cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
| 76 |
|
|
| 82 |
|
|
| 79 |
|
|
| 76 |
|
Long-lived asset impairment charge |
|
| — |
|
|
| 23 |
| ||||||||
Deferred tax benefit |
|
| (27 | ) |
|
| (3 | ) | ||||||||
Long-lived assets impairment charge |
|
| 162 |
|
|
| — |
| ||||||||
Goodwill impairment charge |
|
| 92 |
|
|
| — |
| ||||||||
Deferred tax provision (benefit) |
|
| 157 |
|
|
| (26 | ) | ||||||||
Gain on sale of investments |
|
| (10 | ) |
|
| — |
| ||||||||
Gain on sale of land |
|
| (11 | ) |
|
| — |
| ||||||||
Equity in net income of affiliated companies |
|
| (3 | ) |
|
| (1 | ) |
|
| (2 | ) |
|
| (3 | ) |
Non-cash compensation |
|
| 6 |
|
|
| 6 |
|
|
| 12 |
|
|
| 6 |
|
Tax benefit from stock based compensation awards |
|
| (7 | ) |
|
| (1 | ) | ||||||||
Other non-cash (income) expense |
|
| — |
|
|
| 3 |
|
|
| 14 |
|
|
| — |
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts and notes receivable |
|
| (78 | ) |
|
| 71 |
|
|
| (87 | ) |
|
| (78 | ) |
Inventories |
|
| (63 | ) |
|
| 49 |
|
|
| (61 | ) |
|
| (65 | ) |
Prepaid expenses and other current assets |
|
| (9 | ) |
|
| (3 | ) |
|
| (12 | ) |
|
| (9 | ) |
Accounts payable and accrued liabilities |
|
| 23 |
|
|
| (52 | ) |
|
| 33 |
|
|
| 23 |
|
Income taxes payable |
|
| 7 |
|
|
| (18 | ) |
|
| 1 |
|
|
| 7 |
|
Other liabilities |
|
| (18 | ) |
|
| (22 | ) |
|
| (18 | ) |
|
| (18 | ) |
Cash dividends received from equity affiliates |
|
| 6 |
|
|
| 5 |
|
|
| 7 |
|
|
| 6 |
|
Cash provided by operating activities |
|
| 51 |
|
|
| 188 |
|
|
| 81 |
|
|
| 58 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions to property, plant and equipment |
|
| (45 | ) |
|
| (52 | ) |
|
| (109 | ) |
|
| (45 | ) |
Proceeds from the sale of land |
|
| — |
|
|
| 16 |
| ||||||||
Cash paid for acquisition of business, net of cash acquired of $1 |
|
| (64 | ) |
|
| — |
| ||||||||
Proceeds from sale of investments |
|
| 10 |
|
|
| — |
| ||||||||
Proceeds from sale of land |
|
| 13 |
|
|
| — |
| ||||||||
Change in assets held for rent |
|
| (4 | ) |
|
| (5 | ) |
|
| (3 | ) |
|
| (4 | ) |
Other |
|
| 2 |
|
|
| — |
|
|
| (4 | ) |
|
| 2 |
|
Cash used in investing activities |
|
| (47 | ) |
|
| (41 | ) |
|
| (157 | ) |
|
| (47 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayments under financing arrangements |
|
| (4 | ) |
|
| (3 | ) |
|
| — |
|
|
| (4 | ) |
Increase in notes payable, net |
|
| 8 |
|
|
| — |
|
|
| 2 |
|
|
| 8 |
|
Proceeds from (repayments of) issuance of commercial paper, net |
|
| 4 |
|
|
| (11 | ) |
|
| 258 |
|
|
| 4 |
|
Repayments of long-term debt |
|
| (1 | ) |
|
| (1 | ) |
|
| (251 | ) |
|
| (1 | ) |
Purchases of common stock |
|
| (30 | ) |
|
| (19 | ) |
|
| (16 | ) |
|
| (30 | ) |
Proceeds from sales of common stock |
|
| 21 |
|
|
| 3 |
|
|
| 1 |
|
|
| 21 |
|
Tax benefit from stock based compensation awards |
|
| 7 |
|
|
| 1 |
| ||||||||
Cash dividends paid to noncontrolling interests |
|
| (2 | ) |
|
| (3 | ) |
|
| (6 | ) |
|
| (2 | ) |
Cash dividends paid to common stockholders |
|
| (38 | ) |
|
| (28 | ) |
|
| (39 | ) |
|
| (38 | ) |
Cash used in financing activities |
|
| (35 | ) |
|
| (61 | ) |
|
| (51 | ) |
|
| (42 | ) |
Effects of exchange rate changes on cash |
|
| (36 | ) |
|
| 15 |
|
|
| 26 |
|
|
| (36 | ) |
Increase (decrease) in cash and cash equivalents |
|
| (67 | ) |
|
| 101 |
|
|
| (101 | ) |
|
| (67 | ) |
Cash and cash equivalents at beginning of period |
|
| 200 |
|
|
| 77 |
|
|
| 280 |
|
|
| 200 |
|
Cash and cash equivalents at end of period |
| $ | 133 |
|
| $ | 178 |
|
| $ | 179 |
|
| $ | 133 |
|
The accompanying notes are an integral part of these consolidated financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCHMarch 31, 20172018
UNAUDITED
A. Basis of Presentation
The consolidated financial statements have been prepared in accordanceconformity with accounting policies generally accepted in the United States (U.S.(“U.S.”) and include the accounts of Cabot Corporation (“Cabot” or the “Company”) 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. Intercompany transactions have been eliminated in consolidation.
The unaudited consolidated financial statements have been prepared in accordance with the requirements of Form 10-Q and consequently do not include all disclosures required by Form 10-K. Additional information may be obtained by referring to Cabot’s Annual Report on Form 10-K for theits fiscal year ended September 30, 20162017 (“20162017 10-K”).
The financial information submitted herewith is unaudited and reflects all adjustments which are, in the opinion of management, necessary to provide a fair statement of the results for the interim periods ended March 31, 20172018 and 2016.2017. All such adjustments are of a normal recurring nature. The results for interim periods are not necessarily indicative of the results to be expected for the fiscal year.
Effective October 1, 2016,2017, the Company adopted a newchanged its method of accounting standard simplifyingfor its U.S. carbon black inventories from the presentation of debt issuance costs by presenting debt issuance costs as a reductionlast-in, first-out (“LIFO”) method to the first-in, first-out (“FIFO”) method. The Company applied this change retrospectively to all prior periods presented, which is discussed in further detail in Note B.
As discussed in Note C, in November 2017, the Company acquired all of the corresponding debt liability. In addition, the Company early adoptedissued and outstanding shares of 8755329 Canada Inc. (“Tech Blend”), a new accounting standard that simplifies the presentationNorth American producer of deferred income taxes by classifying all deferred taxes as noncurrent assets or liabilities. These new standards were applied retrospectively.black masterbatches. The retrospective applicationfinancial position, results of the standard that simplifies the presentationoperations and cash flows of debt issuance costs resultedTech Blend are included in the reclassificationCompany’s consolidated financial statements from the date 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. 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.acquisition.
B. Significant Accounting Policies
Revenue Recognition and Accounts Receivable
Cabot recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable and collectability is reasonably assured. Cabot generally is able to ensure that products meet customer specifications prior to shipment. If the Company is unable to determine that the product has met the specified objective criteria prior to shipment or if title has not transferred because of sales terms, the revenue is considered “unearned” and is deferred until the revenue recognition criteria are met.
Shipping and handling charges related to sales transactions are recorded as sales revenue when billed to customers or included in the sales price. Taxes collected on sales to customers are excluded from revenues.
The following table shows the relative size of the revenue recognized in each of the Company’s reportable segments.
|
| Three Months Ended |
|
| Six Months Ended |
| |||||||||||||||||||||||||||||
|
| March 31, |
|
|
| March 31, |
|
| Three Months Ended March 31 |
|
| Six Months Ended March 31 |
| ||||||||||||||||||||||
|
| 2017 |
|
| 2016 |
|
| 2017 |
|
| 2016 |
|
| 2018 |
|
| 2017 |
|
| 2018 |
|
| 2017 |
| |||||||||||
Reinforcement Materials |
|
| 54 | % |
|
|
| 48 | % |
|
|
| 52 | % |
|
|
| 49 | % |
|
| 57 | % |
|
| 54 | % |
|
| 57 | % |
|
| 52 | % |
Performance Chemicals |
|
| 35 | % |
|
| 39 | % |
|
|
| 35 | % |
|
| 38 | % |
|
| 34 | % |
|
| 35 | % |
|
| 33 | % |
|
| 35 | % | ||
Purification Solutions |
|
| 10 | % |
|
| 12 | % |
|
|
| 11 | % |
|
| 12 | % |
|
| 8 | % |
|
| 10 | % |
|
| 9 | % |
|
| 11 | % | ||
Specialty Fluids |
|
| 1 | % |
|
| 1 | % |
|
|
| 2 | % |
|
| 1 | % |
|
| 1 | % |
|
| 1 | % |
|
| 1 | % |
|
| 2 | % |
Cabot derives the substantial majority of its revenues from the sale of products in theits 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 loss have passed to the customer. The Company offers certain of its customers cash discounts and volume rebates 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.
Revenue in Specialty Fluids arises primarily from the rental of cesium formate. This revenue is recognized throughout the rental period based on the contracted rental terms. Customers are also billed and revenue is recognized, typically at the end of the job, for cesium formate product that is not returned. The Company also generates revenues from cesium formate sold outside of athe rental process and from the sale of fine cesium chemicals in whichchemicals. This revenue is recognized upon delivery of the product.
Cabot maintains allowances for doubtful accounts based on an assessment of the collectability of specific customer accounts, the aging of accounts receivable and other economic information on both a historical and prospective basis. Customer account balances are charged against the allowance when it is probable the receivable will not be recovered. There were no material changes in the allowance for any of the yearsperiods presented. There is no material off-balance sheet credit exposure related to customer receivable balances.
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. The Company acquired Tech Blend in November 2017, which included separately identifiable intangible assets of $29 million as part of the preliminary purchase price allocation as discussed in Note C.
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.
Goodwill is comprised of the purchase price of business acquisitions in excess of the fair value assigned to the net tangible and identifiable intangible assets acquired. Goodwill is not amortized, but is reviewed for impairment annually as of May 31, or when events or changes in the business environment indicate that the carrying value of the reporting unit may exceed its fair value. A reporting unit, for the purpose of the impairment test, is at or below the operating segment level, and constitutes a business for which discrete financial information is available and regularly reviewed by segment management. As part of the Tech Blend acquisition, goodwill of $33 million was generated and is reflected in the Specialty Compounds reporting unit. The other reporting units with goodwill balances are Reinforcement Materials Purification Solutions, and Fumed Metal Oxides. The separate businesses included within Performance Chemicals are considered separate reporting units. As such, the goodwill balancebalances relative to Performance Chemicals isare recorded in the Fumed Metal Oxides and Specialty Compounds reporting unit.units.
Based on the Company’s most recent annual goodwill impairment test performed as of May 31, 2017, the fair values of the Reinforcement Materials and Fumed Metal Oxides reporting units were substantially in excess of their carrying values. The fair value of the Purification Solutions reporting unit exceeded its carrying amount by 13%. In the second quarter of fiscal 2018, the Company determined that it was more likely than not that the carrying value of the Purification Solutions reporting unit exceeded its fair value. Accordingly, the Company performed the quantitative goodwill impairment test. Refer to Note E for details on the Purification Solutions goodwill impairment test and the resulting impairment charge recorded.
For the purpose of the goodwill impairment test, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If an initial qualitative assessment identifies that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, an additional quantitative evaluation is performed. Alternatively, the Company may elect to proceed directly to the quantitative goodwill impairment test. If based on the quantitative evaluation the fair value of the reporting unit is less than its carrying amount, a goodwill impairment loss would result. The goodwill impairment loss would be the amount by which the carrying value of the reporting unit, including goodwill, exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit. The fair value of a reporting unit is based on discounted estimated future cash flows. The fair value is also benchmarked against a market approach using the guideline public companies method. The assumptions used to estimate fair value include management’s best estimates of future growth rates, operating cash flows, capital expenditures and discount rates over an estimate of the remaining operating period at the reporting unit level.
Based on the Company’s most recent annual goodwill impairment test performed as of May 31, 2016, the fair values of the Reinforcement Materials and Fumed Metal Oxides reporting units were substantially in excess of their carrying values. The fair value of the Purification Solutions reporting unit exceeded its carrying amount by 9%. The fair value of the Purification Solutions reporting unit includes certain growth assumptions that are primarily dependent on: (1) further growth in the mercury removal related portion of the business, which is largely dependent on the amount of coal-based power generation used in the United States and the continued regulation of those utilities under the U.S. Mercury and Air Toxics Standards regulation (“MATS”) and (2) growth in demand for Cabot’s activated carbon products in other applications, while meeting the Company’s margin expectations. Realizing these assumptions is generally driven by the macroeconomic environment, environmental regulations, and global and regional competition.
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. Depending upon what the EPA ultimately concludes and the actions taken, if any, those actions could have a negative impact on the financial results of the Purification Solutions reporting unit and the fair value of that unit.
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.
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.
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 separateseparately identifiable cash flows, an impairment charge is recorded when the Company no longer intends to use the asset. In the second quarter of fiscal 2018, the Company determined that the long-lived asset group of Purification Solutions was not recoverable. Accordingly, the Company recorded an impairment charge for the carrying value in excess of the fair value of the asset group. Refer to Note E regarding the results of the recoverability test performed on the long-lived assets of the Purification Solutions segment and the resulting impairment charge recorded.
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.lives of the related assets. The depreciable lives for buildings, machinery and equipment, and other fixed assets are between twenty toand twenty-five years, ten toand twenty-five years, and three toand 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 Tax in Interim Periods
The Company records its tax provision or benefit on an interim basis using an estimated annual effective tax rate. This rate is applied to the current period ordinary income or loss to determine the income tax provision or benefit allocated to the interim period. Losses from jurisdictions for which no benefit can be recognized and the income tax effects of unusual or infrequent items are excluded from the estimated annual effective tax rate and are recognized in the impacted interim period.
Valuation allowances are provided against the future tax benefits that arise from the deferred tax assets in jurisdictions for which no benefit can be recognized. The estimated annual effective tax rate may be significantly impacted by nondeductible expenses and the Company’s projected earnings mix by tax jurisdiction. Adjustments to the estimated annual effective income tax rate are recognized in the period when such estimates are revised.
Inventories are stated at the lower of cost or market. The costEffective October 1, 2017, the Company changed its method of allaccounting for its U.S. carbon black inventories in the U.S. is determined using the last-in, first-out (“LIFO”) method. Had the Company used the first-in, first-out (“FIFO”) method instead offrom the LIFO method to the FIFO method. Total U.S. inventories accounted for suchutilizing the LIFO cost flow assumption represented 7% of the Company’s total worldwide inventories as of September 30, 2017 prior to this change in method. The Company believes the valueFIFO method is preferable because it: (i) conforms the accounting for U.S. carbon black inventories to the Company’s inventory valuation methodology for the majority of thoseits other inventories; (ii) better represents how management assesses and reports on the performance of the Reinforcement Materials and Performance Chemicals operating segments that carry the Company’s U.S. carbon black inventories, as the impact of accounting for this inventory on a LIFO basis has historically been excluded from segment results; (iii) better aligns the accounting for U.S. carbon black inventories with the physical flow of that inventory; and (iv) improves comparability with many of the Company’s peers.
The Company applied this change retrospectively to all prior periods presented. This change resulted in a $17 million increase in retained earnings as of October 1, 2016, from $1,544 million to $1,561 million. In addition, the following financial statement line items in the Company’s Consolidated Statements of Operations for the three and six months ended March 31, 2017, its Consolidated Balance Sheets as of September 30, 2017, and its Consolidated Statements of Cash Flows for the six months ended March 31, 2017 were adjusted as follows:
Consolidated Statements of Operations |
| Three Months Ended March 31 |
| |||||||||
|
| 2017 |
| |||||||||
|
| As Originally Reported |
|
| Effect of Change |
|
| As Adjusted |
| |||
|
| (In millions, except per share amounts) |
| |||||||||
Cost of sales |
| $ | 509 |
|
| $ | — |
|
| $ | 509 |
|
Income (loss) from continuing operations before income taxes and equity in earnings of affiliated companies |
| $ | 78 |
|
| $ | — |
|
| $ | 78 |
|
(Provision) benefit for income taxes |
| $ | 1 |
|
| $ | — |
|
| $ | 1 |
|
Net income (loss) |
| $ | 80 |
|
| $ | — |
|
| $ | 80 |
|
Net income (loss) attributable to Cabot Corporation |
| $ | 74 |
|
| $ | — |
|
| $ | 74 |
|
Earnings per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
| $ | 1.19 |
|
| $ | — |
|
| $ | 1.19 |
|
Diluted |
| $ | 1.18 |
|
| $ | 0.01 |
|
| $ | 1.19 |
|
Consolidated Statements of Operations |
| Six Months Ended March 31 |
| |||||||||
|
| 2017 |
| |||||||||
|
| As Originally Reported |
|
| Effect of Change |
|
| As Adjusted |
| |||
|
| (In millions) |
| |||||||||
Cost of sales |
| $ | 963 |
|
| $ | (2 | ) |
| $ | 961 |
|
Income (loss) from continuing operations before income taxes and equity in earnings of affiliated companies |
| $ | 151 |
|
| $ | 2 |
|
| $ | 153 |
|
(Provision) benefit for income taxes |
| $ | (16 | ) |
| $ | (1 | ) |
| $ | (17 | ) |
Net income (loss) |
| $ | 138 |
|
| $ | 1 |
|
| $ | 139 |
|
Net income (loss) attributable to Cabot Corporation |
| $ | 128 |
|
| $ | 1 |
|
| $ | 129 |
|
Earnings per common share: |
|
|
|
|
|
|
|
|
| $ | — |
|
Basic |
| $ | 2.04 |
|
| $ | 0.02 |
|
| $ | 2.06 |
|
Diluted |
| $ | 2.03 |
|
| $ | 0.02 |
|
| $ | 2.05 |
|
Consolidated Balance Sheets |
| September 30, 2017 |
| |||||||||
|
| As Originally Reported |
|
| Effect of Change |
|
| As Adjusted |
| |||
|
| (In millions) |
| |||||||||
Inventories |
| $ | 396 |
|
| $ | 37 |
|
| $ | 433 |
|
Deferred income taxes (assets) |
| $ | 250 |
|
| $ | (13 | ) |
| $ | 237 |
|
Retained earnings |
| $ | 1,683 |
|
| $ | 24 |
|
| $ | 1,707 |
|
Consolidated Statements of Cash Flows |
| Six Months Ended March 31 |
| |||||||||
|
| 2017 |
| |||||||||
|
| As Originally Reported |
|
| Effect of Change |
|
| As Adjusted |
| |||
|
| (In millions) |
| |||||||||
Net income (loss) |
| $ | 138 |
|
| $ | 1 |
|
| $ | 139 |
|
Deferred tax provision (benefit) |
| $ | (27 | ) |
| $ | 1 |
|
| $ | (26 | ) |
Inventories |
| $ | (63 | ) |
| $ | (2 | ) |
| $ | (65 | ) |
If the Company had continued to account for its U.S. carbon black inventories under LIFO, there would have been $29an increase in Cost of Sales of $2 million and $27$3 million, higheran additional benefit to the (Provision) benefit for income taxes of $1 million and $1 million, an impact to the Net income (loss) attributable to Cabot Corporation of $1 million and $2 million, and a decrease of $0.02 and $0.03 in both basic and diluted earnings per common share in the Consolidated Statements of Operations for the three and six months ended March 31, 2018, respectively. The impact to the Consolidated Balance Sheets as of March 31, 20172018 would have been a decrease of $40 million in Inventories, an increase of $14 million in Deferred income taxes, and September 30, 2016, respectively. a decrease of $26 million in Retained earnings.
The cost of Specialty Fluids inventories that are classified as assets held for rent is 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”)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.
Pensions and Other Postretirement Benefits
The Company recognizes the funded status of defined benefit pension and other postretirement benefit plans as an asset or liability. This amount is defined as the difference between the fair value of plan assets and the benefit obligation. The Company is required to recognize as a component of other comprehensive income (loss), net of tax, the actuarial gains/losses and prior service costs/credits that arise but were not previously required to be recognized as components of net periodic benefit cost. Other comprehensive income (loss) is adjusted as these amounts are later recognized in income as components of net periodic benefit cost.
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.
Recently Adopted Accounting Standards
In March 2016, the Financial Accounting Standards Board (“FASB”) issued a new standard that amends the accounting standard for stock compensation by simplifying several aspects of the accounting for employee share-based payment transactions, including the related accounting for income taxes, forfeitures, and the withholding of shares to satisfy the employer’s tax withholding requirements, as well as classification in the statements of cash flows. The Company adopted the standard on October 1, 2017. The following guidance was updated under the new standard, and its impact to Cabot is described below:
When accounting for forfeitures the Company may elect to estimate the number of forfeitures to be recognized over the term of an award, which was also permitted under the previous guidance, or account for forfeitures as they occur. The Company elected to modify its accounting policy and account for forfeitures as they occur. The Company applied the accounting change on a modified retrospective basis, which resulted in a cumulative-effect charge of less than $1 million to Retained earnings as of October 1, 2017.
Excess tax benefits or deficiencies related to stock compensation that were previously recorded to Additional paid-in capital are now recognized as a discrete tax benefit or expense in (Provision) benefit for income taxes within the Consolidated Statements of Operations. The impact on the (Provision) benefit for income taxes was a discrete tax benefit of $1 million during the first six months of fiscal 2018.
Excess tax benefits are no longer reclassified out of cash flows from operating activities to financing activities in the Consolidated Statement of Cash Flows. The Company elected to apply this cash flow presentation requirement retrospectively, which resulted in the reclassification of $7 million of tax benefit from share-based compensation awards from cash flows from financing activities to cash flows from operating activities in the Consolidated Statements of Cash Flows for the six months ended March 31, 2017.
Cash paid by an employer when directly withholding shares for tax withholding purposes are required to be classified as a financing activity in the Consolidated Statements of Cash Flows. This method of presentation is consistent with the Company's historical presentation.
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 Company adopted the standard on October 1, 2017. The adoption of this standard did not impact the Company’s consolidated financial statements.
Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (FASB)FASB issued a new standard “Revenue from Contracts with Customers”, whichthat amends the existing accounting standards for revenue recognition. The standard requires entities to recognize revenue when they transfer promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services. This standard is applicable for fiscal years beginning after December 15, 2017 and for interim periods within those years, and early adoption is permitted for the fiscal years beginning after December 15, 2016.2017. The Company expectshas completed its preliminary assessment of the new standard, which included reviewing a sample of contracts across the Company’s four business segments. Based on this assessment, the Company does not expect adoption of this standard to have a material impact on how it recognizes revenue. The Company is continuing its assessment of the new standard and preparing to implement the updates that will be necessary to its revenue recognition policy, internal controls, processes and financial statement disclosures. The Company will adopt this standard on October 1, 2018. The Company is currently evaluating the impact the adoption of this standard may have on its consolidated financial statements.2018 and expects to apply a modified retrospective approach.
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 adopt the standard on October 1, 2019. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements.
In March 2016, the FASB issued a new standard that amends the accounting standard for stock compensation by simplifying several aspects of the accounting for employee share-based payment transactions, including the related accounting for income taxes, forfeitures, and the withholding of shares to satisfy the employer’s tax withholding requirements, as well as classification in the statements of cash flows. The new standard is effective for fiscal years beginning after December 15, 2016, including interim periods within those years, and early adoption is permitted. The Company is evaluating this standard and the timing of its adoption. The adoption of this standard is not expected to materially impact the Company’s consolidated financial statements.
In 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 new standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those years, and early adoption is permitted. The
Company is evaluatingwill adopt this standard and the timing of its adoption.on October 1, 2018. The adoption of this standard is not expected to materially impact the Company’s consolidated financial statements.
In January 2017, the FASB issued a new standard that amends and simplifies the accounting standard for goodwill impairment. The new standard removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit. The new standard is effective for annual and any interim impairment tests for periods beginning after December 15, 2019, and early adoption is permitted for any impairment tests performed after January 1, 2017. The Company adopted this standard on January 1, 2017. The adoption of this standard did not have any impact on the Company’s consolidated financial statements.
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, 2017,2017. 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 February 2018, the FASB issued a new standard that allows entities to reclassify from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from enactment of H.R. 1 (the “Act”), commonly referred to as the Tax Cuts and Jobs Act of 2017. The amendments in this new standard also require certain disclosures about stranded tax effects. The new standard is effective for all entities for fiscal years beginning after December 15, 2018, including interim periods within those years, and early adoption is permitted aspermitted. The Company is evaluating this standard and the timing of the beginning of any annual period for which an entity’s financial statements (interim or annual) have not been issued.its adoption. The adoption of this standard is not expected to materially impact the Company’s consolidated financial statements.
C. Acquisition of Tech Blend
In November 2017, the Company acquired all of the issued and outstanding shares and cash of Tech Blend, a North American producer of black masterbatches, for a preliminary purchase price of $65 million, paid in cash. The preliminary purchase price is subject to a working capital adjustment, which has not been finalized as of March 31, 2018. 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. Since the acquisition, Tech Blend revenues totaled approximately $12 million in the five-month period ended March 31, 2018.
The Company incurred acquisition costs of less than $1 million through March 31, 2018 associated with the transaction, which are included in Selling and administrative expenses and Other income (expense) in the Consolidated Statements of Operations.
The allocation of the preliminary purchase price set forth below was based on preliminary estimates of the fair value of assets acquired and liabilities assumed. The Company is continuing to obtain information to complete its valuation of these accounts and the associated tax accounting.
|
| (In millions) |
| |
Assets |
|
|
|
|
Cash |
| $ | 1 |
|
Accounts Receivable |
|
| 5 |
|
Inventories |
|
| 3 |
|
Property, plant and equipment |
|
| 7 |
|
Intangible assets |
|
| 29 |
|
Goodwill |
|
| 33 |
|
Total assets acquired |
|
| 78 |
|
|
|
|
|
|
Liabilities |
|
|
|
|
Current liabilities |
|
| (3 | ) |
Deferred tax liabilities |
|
| (10 | ) |
Total liabilities assumed |
|
| (13 | ) |
|
|
|
|
|
Cash consideration paid |
| $ | 65 |
|
As part of the preliminary purchase price allocation, the Company determined the separately identifiable intangible assets are comprised of developed technologies of $21 million, which will be amortized over 25 years, and customer relationships of $8 million, which will be amortized over 12 years. The Company estimated the fair values of the identifiable acquisition-related intangible assets based on projections of cash flows that will arise from those assets. The projected cash flows are discounted to determine the fair value of the assets at the date of acquisition. The determination of the fair value of the intangible assets acquired required the use of significant judgment with regard to (i) assumptions in the discounted cash flow model used and (ii) determination of the useful lives of the developed technologies and customer relationships.
The excess of the preliminary purchase price over the fair value of the tangible net assets and intangible assets acquired was recorded as goodwill. The goodwill recognized is attributable to the growth and operating synergies that the Company expects to realize from this acquisition. Goodwill generated from the acquisition will not be deductible for tax purposes.
D. Employee Benefit Plans
Net periodic defined benefit pension and other postretirement benefit costs include the following:
|
| Three Months Ended March 31, |
|
| Three Months Ended March 31 |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
| 2017 |
|
| 2016 |
|
| 2017 |
|
| 2016 |
|
| 2018 |
|
| 2017 |
|
| 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 |
| ||||||||||||||||
|
| (In millions) |
|
| (In millions) |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Service cost |
| $ | — |
|
| $ | 3 |
|
| $ | — |
|
| $ | 2 |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | 2 |
|
| $ | — |
|
| $ | 3 |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
Interest cost |
|
| 1 |
|
|
| 2 |
|
|
| 2 |
|
|
| 2 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1 |
|
|
| 2 |
|
|
| 1 |
|
|
| 2 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Expected return on plan assets |
|
| (2 | ) |
|
| (4 | ) |
|
| (3 | ) |
|
| (4 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (3 | ) |
|
| (3 | ) |
|
| (2 | ) |
|
| (4 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Amortization of prior service credit |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (1 | ) |
|
| — |
|
|
| (1 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (1 | ) |
|
| — |
|
Amortization of actuarial loss |
|
| — |
|
|
| 2 |
|
|
| — |
|
|
| 1 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Settlement and curtailment cost (credit) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| ||||||||||||||||||||||||||||||||
Net periodic benefit (credit) cost |
| $ | (1 | ) |
| $ | 3 |
|
| $ | (1 | ) |
| $ | 1 |
|
| $ | (1 | ) |
| $ | — |
|
| $ | (1 | ) |
| $ | — |
|
| $ | (2 | ) |
| $ | 1 |
|
| $ | (1 | ) |
| $ | 3 |
|
| $ | — |
|
| $ | — |
|
| $ | (1 | ) |
| $ | — |
|
|
| Six Months Ended March 31, |
|
| Six Months Ended March 31 |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
| 2017 |
|
| 2016 |
|
| 2017 |
|
| 2016 |
|
| 2018 |
|
| 2017 |
|
| 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 |
| ||||||||||||||||
|
| (In millions) |
|
| (In millions) |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Service cost |
| $ | — |
|
| $ | 5 |
|
| $ | — |
|
| $ | 4 |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | 4 |
|
| $ | — |
|
| $ | 5 |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
Interest cost |
|
| 2 |
|
|
| 3 |
|
|
| 3 |
|
|
| 4 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2 |
|
|
| 4 |
|
|
| 2 |
|
|
| 3 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Expected return on plan assets |
|
| (5 | ) |
|
| (7 | ) |
|
| (6 | ) |
|
| (7 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (5 | ) |
|
| (7 | ) |
|
| (5 | ) |
|
| (7 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Amortization of prior service credit |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (1 | ) |
|
| — |
|
|
| (2 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (1 | ) |
|
| — |
|
|
| (1 | ) |
|
| — |
|
Amortization of actuarial loss |
|
| — |
|
|
| 3 |
|
|
| — |
|
|
| 2 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1 |
|
|
| — |
|
|
| 3 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Settlement and curtailment cost (credit) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (1 | ) |
|
| — |
| ||||||||||||||||||||||||||||||||
Net periodic benefit (credit) cost |
| $ | (3 | ) |
| $ | 4 |
|
| $ | (3 | ) |
| $ | 3 |
|
| $ | (1 | ) |
| $ | — |
|
| $ | (3 | ) |
| $ | — |
|
| $ | (3 | ) |
| $ | 2 |
|
| $ | (3 | ) |
| $ | 4 |
|
| $ | (1 | ) |
| $ | — |
|
| $ | (1 | ) |
| $ | — |
|
E. Purification Solutions Goodwill and Long-Lived Assets Impairment Charges
During the second quarter of fiscal 2018, the Company recorded impairment charges relating to the goodwill and long-lived assets of the Purification Solutions reporting unit, and an associated deferred tax benefit, in the Consolidated Statement of Operations as follows:
|
| Three Months Ended March 31, 2018 |
| |
|
| (In millions) |
| |
Purification Solutions goodwill impairment charge |
| $ | 92 |
|
Purification Solutions long-lived assets impairment charge |
|
| 162 |
|
Provision (benefit) for income taxes |
|
| (30 | ) |
Impairment charges, after tax |
| $ | 224 |
|
In the second quarter of fiscal 2018, the Purification Solutions reporting unit experienced further share losses, lower customer demand and declining prices in the mercury removal and North America powdered activated carbon applications, which led the Company to reassess its previous estimates for expected growth in volumes, prices and margins in the reporting unit. The forecasted demand and profit margins in mercury removal applications were lowered reflecting further unit closures at coal-fired utility plants, lower usage levels of activated carbon and lower capacity factors for coal-fired utilities, as well as lower pricing due to industry overcapacity, among other factors. While development programs continue to progress, growth estimates in other environmental and specialty applications were also lowered, reflecting heightened competition and updated timelines to commercialize certain new products. Due to these revised forecasts, the Company performed the quantitative goodwill impairment test and determined that the estimated fair value of the Purification Solutions reporting unit was lower than the reporting unit's carrying value, resulting in a goodwill impairment charge of $92 million.
In determining the fair value of the Purification Solutions reporting unit, the Company used an income approach (a discounted cash flow analysis) which incorporated significant estimates and assumptions related to future periods, including growth rates in environmental and specialty applications and pricing assumptions of activated carbon, among others. In addition, an estimate of the reporting unit’s weighted average cost of capital (“WACC”) was used to discount future estimated cash flows to their present value. The WACC was based upon externally available data considering market participants’ cost of equity and debt, optimal capital structure and risk factors specific to the Purification Solutions reporting unit.
Prior to determining the goodwill impairment charge, the Company considered whether the assets of the reporting unit were recoverable. As a result of this assessment, the Company recorded an inventory reserve adjustment of $13 million and impairments to long lived assets of $162 million. The adjustment to inventory carrying value was determined based on reassessments of volumes, pricing, and margin described above and was recorded in Cost of sales in the Consolidated Statements of Operations. 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 these cash flows were not sufficient to recover the carrying value of the long-lived assets over their remaining useful lives. Accordingly, the Company recorded impairment charges of $64 million and $98 million, to its definite-lived intangible assets and property, plant and equipment, respectively, in the quarter ended March 31, 2018 based on the lower of the carrying amount or fair value of the long-lived assets.
The Company used the income approach to determine the fair value of the definite-lived intangible assets and the cost approach to determine the fair value of its property, plant and equipment.
D.As previously disclosed in the Company’s first quarter fiscal 2018 Form 10-Q, the Company has continued to review its strategic options for this business and look for opportunities to better position the business for growth and long-term value enhancement. The Company will continue to monitor for events or changes in business circumstances that may indicate that the remaining carrying value of the asset group may not be recoverable.
F. Goodwill and Intangible Assets
Cabot had goodwill balances of $151 million and $152 million at March 31, 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 six month period ended March 31, 20172018 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 | ) |
Balance at March 31, 2017 |
| $ | 52 |
|
| $ | 9 |
|
| $ | 90 |
|
| $ | 151 |
|
|
| Reinforcement Materials |
|
| Performance Chemicals |
|
| Purification Solutions |
|
| Total |
| ||||
|
| (In millions) |
| |||||||||||||
Balance at September 30, 2017 |
| $ | 53 |
|
| $ | 9 |
|
| $ | 92 |
|
| $ | 154 |
|
Goodwill acquired(1) |
|
| — |
|
|
| 33 |
|
|
| — |
|
|
| 33 |
|
Impairment charge(2) |
|
| — |
|
|
| — |
|
|
| (92 | ) |
|
| (92 | ) |
Foreign currency impact |
|
| 1 |
|
|
| 1 |
|
|
| — |
|
|
| 2 |
|
Balance at March 31, 2018 |
| $ | 54 |
|
| $ | 43 |
|
| $ | — |
|
| $ | 97 |
|
(2) | In the second quarter of fiscal 2018, the Company determined that it was more likely than not that the carrying value of the Purification Solutions reporting unit exceeded its fair value. Accordingly, the Company performed the quantitative goodwill impairment test. Refer to Note E for details on the Purification Solutions goodwill impairment test and the resulting impairment charge recorded. |
The following table provides information regarding the Company’s intangible assets:
|
| March 31, 2017 |
|
| September 30, 2016 |
|
| March 31, 2018 |
|
| September 30, 2017 |
| ||||||||||||||||||||||||||||||||||||
|
| 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 |
| $ | 47 |
|
| $ | (5 | ) |
| $ | 42 |
|
| $ | 48 |
|
| $ | (4 | ) |
| $ | 44 |
|
| $ | 52 |
|
| $ | — |
|
| $ | 52 |
|
| $ | 49 |
|
| $ | (7 | ) |
| $ | 42 |
|
Trademarks |
|
| 14 |
|
|
| (1 | ) |
|
| 13 |
|
|
| 16 |
|
|
| (1 | ) |
|
| 15 |
|
|
| 9 |
|
|
| — |
|
|
| 9 |
|
|
| 16 |
|
|
| (1 | ) |
|
| 15 |
|
Customer relationships |
|
| 91 |
|
|
| (12 | ) |
|
| 79 |
|
|
| 90 |
|
|
| (9 | ) |
|
| 81 |
|
|
| 52 |
|
|
| (10 | ) |
|
| 42 |
|
|
| 94 |
|
|
| (14 | ) |
|
| 80 |
|
Total intangible assets |
| $ | 152 |
|
| $ | (18 | ) |
| $ | 134 |
|
| $ | 154 |
|
| $ | (14 | ) |
| $ | 140 |
|
| $ | 113 |
|
| $ | (10 | ) |
| $ | 103 |
|
| $ | 159 |
|
| $ | (22 | ) |
| $ | 137 |
|
(1) | Refer to Note E for intangible assets impairment charges recorded in the second fiscal quarter of 2018. |
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 nineteen years. Amortization expense for boththe three month periods ended March 31, 2018 and 2017 was $3 million and 2016 was $2 million, respectively, and is included in Cost of sales and Selling and administrative expenses in the Consolidated Statements of Operations. Amortization expense for boththe six month periods ended March 31, 2018 and 2017 was $5 million and 2016 was $4 million, respectively, and is included in the Cost of sales and Selling and administrative expenses in the Consolidated Statements of Operations. Total amortization expense is estimated to be approximately $7$6 million each year for the next five fiscal years.
E.G. Stockholders’ Equity
In January 2015, the Board of Directors authorized Cabot to repurchase up to five million shares of its common stock in the open market or in privately negotiated transactions. As of March 31, 2018, under the current authorization, Cabot has repurchased 2,684,1763,491,902 shares of its common stock under this authorization. As of March 31, 2017, 2,315,824and 1,508,098 shares remain available for repurchase under the current authorization.repurchase. The Company retired the repurchased shares and recorded the excess of the purchase price over par value to additional paid-in capital until such amount was reduced to zero and then charged the remainder against retained earnings.
During the first six months of fiscal 20172018 and 2016,2017, Cabot paid cash dividends in the aggregate amount of $0.60$0.63 and $0.44,$0.60, respectively, per share of common stock, with a total cost of $38$39 million and $28$38 million, respectively.
Noncontrolling interestInterest
The following table illustrates the noncontrolling interest activity for the periods presented:
|
| 2017 |
|
| 2016 |
| ||
|
| (In millions) |
| |||||
Balance at September 30 |
| $ | 98 |
|
| $ | 104 |
|
Net income (loss) attributable to noncontrolling interests |
|
| 10 |
|
|
| 8 |
|
Noncontrolling interest foreign currency translation adjustment |
|
| (3 | ) |
|
| (2 | ) |
Noncontrolling interest dividends declared |
|
| (14 | ) |
|
| (16 | ) |
Contribution from noncontrolling interest |
|
| 2 |
|
|
| — |
|
Balance at March 31 |
| $ | 93 |
|
| $ | 94 |
|
|
| Six Months Ended March 31 |
| |||||
|
| 2018 |
|
| 2017 |
| ||
|
| (In millions) |
| |||||
Noncontrolling interests at beginning of period |
| $ | 121 |
|
| $ | 98 |
|
Net income (loss) attributable to noncontrolling interests |
|
| 20 |
|
|
| 10 |
|
Foreign currency translation adjustment attributable to noncontrolling interests, net of tax |
|
| 7 |
|
|
| (3 | ) |
Dividends declared to noncontrolling interests |
|
| (21 | ) |
|
| (14 | ) |
Contribution from noncontrolling interest |
|
| — |
|
|
| 2 |
|
Noncontrolling interests at end of period |
| $ | 127 |
|
| $ | 93 |
|
During the six months ended March 31, 2017, $142018, $6 million of the dividends were declared to noncontrolling interests $2 million of which were paid during the period.period were paid. During the six months ended March 31, 2016, $162017, $2 million of the dividends were declared to noncontrolling interests of which $3 million were paid during the period.period were paid.
F.H. Accumulated Other Comprehensive Income (Loss)
Comprehensive income combines net income (loss) and other comprehensive income items, which are reported as components of stockholders’ equity in the accompanying Consolidated Balance Sheets.
Changes in each component of AOCI, net of tax, were as follows:
|
| Currency Translation Adjustment |
|
| Unrealized Gains on Investments |
|
| Pension and Other Postretirement Benefit Liability Adjustments |
|
| Total |
| ||||
|
| (In millions) |
| |||||||||||||
Balance at September 30, 2016, attributable to Cabot Corporation |
| $ | (227 | ) |
| $ | 2 |
|
| $ | (100 | ) |
| $ | (325 | ) |
Other comprehensive income (loss) |
|
| (125 | ) |
|
| — |
|
|
| 1 |
|
|
| (124 | ) |
Net other comprehensive items |
|
| (352 | ) |
|
| 2 |
|
|
| (99 | ) |
|
| (449 | ) |
Less: Noncontrolling interest |
|
| (4 | ) |
|
| — |
|
|
| — |
|
|
| (4 | ) |
Balance at December 31, 2016, attributable to Cabot Corporation |
|
| (348 | ) |
|
| 2 |
|
|
| (99 | ) |
|
| (445 | ) |
Other comprehensive income (loss) |
|
| 56 |
|
|
| — |
|
|
| 1 |
|
|
| 57 |
|
Net other comprehensive items |
|
| (292 | ) |
|
| 2 |
|
|
| (98 | ) |
|
| (388 | ) |
Less: Noncontrolling interest |
|
| 1 |
|
|
| — |
|
|
| — |
|
|
| 1 |
|
Balance at March 31, 2017, attributable to Cabot Corporation |
| $ | (293 | ) |
| $ | 2 |
|
| $ | (98 | ) |
| $ | (389 | ) |
|
| Currency Translation Adjustment |
|
| Unrealized Gains on Investments |
|
| Pension and Other Postretirement Benefit Liability Adjustments |
|
| Total |
| ||||
|
| (In millions) |
| |||||||||||||
Balance at September 30, 2017, attributable to Cabot Corporation |
| $ | (204 | ) |
| $ | 2 |
|
| $ | (57 | ) |
| $ | (259 | ) |
Other comprehensive income (loss) before reclassifications |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Amounts reclassified from AOCI |
|
| (1 | ) |
|
| — |
|
|
| — |
|
|
| (1 | ) |
Less: Other comprehensive income (loss) attributable to noncontrolling interests |
|
| 3 |
|
|
| — |
|
|
| — |
|
|
| 3 |
|
Balance at December 31, 2017, attributable to Cabot Corporation |
|
| (208 | ) |
|
| 2 |
|
|
| (57 | ) |
|
| (263 | ) |
Other comprehensive income (loss) before reclassifications |
|
| 59 |
|
|
| — |
|
|
| — |
|
|
| 59 |
|
Amounts reclassified from AOCI |
|
| (1 | ) |
|
| — |
|
|
| — |
|
|
| (1 | ) |
Less: Other comprehensive income (loss) attributable to noncontrolling interests |
|
| 4 |
|
|
| — |
|
|
| — |
|
|
| 4 |
|
Balance at March 31, 2018, attributable to Cabot Corporation |
| $ | (154 | ) |
| $ | 2 |
|
| $ | (57 | ) |
| $ | (209 | ) |
The amounts reclassified out of AOCI and into the Consolidated Statements of Operations in the three and six months ended March 31, 20172018 and 20162017 were as follows:
|
|
|
| Three Months Ended |
|
| Six Months Ended |
|
| Affected Line Item in the Consolidated |
| Three Months Ended March 31 |
|
| Six Months Ended March 31 |
| ||||||||||||||||||||
|
| Affected Line Item in the Consolidated |
| March 31, |
|
| March 31, |
|
| Statements of Operations |
| 2018 |
|
| 2017 |
|
| 2018 |
|
| 2017 |
| ||||||||||||||
|
| Statements of Operations |
| 2017 |
|
| 2016 |
|
| 2017 |
|
| 2016 |
|
|
|
| (In millions) |
| |||||||||||||||||
|
|
|
| (In millions) |
| |||||||||||||||||||||||||||||||
Derivatives: net investment hedges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||
(Gains) losses reclassified to interest expense |
|
|
| $ | (1 | ) |
| $ | — |
|
| $ | (2 | ) |
| $ | — |
| ||||||||||||||||||
Pension and other postretirement benefit liability adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of actuarial losses |
| Net Periodic Benefit Cost - see Note C for details |
| $ | 2 |
|
| $ | 1 |
|
| $ | 3 |
|
| $ | 2 |
|
| Net Periodic Benefit Cost - see Note D for details |
|
| — |
|
|
| 2 |
|
|
| 1 |
|
|
| 3 |
|
Amortization of prior service credit |
| Net Periodic Benefit Cost - see Note C for details |
|
| (1 | ) |
|
| (1 | ) |
|
| (1 | ) |
|
| (2 | ) |
| Net Periodic Benefit Cost - see Note D for details |
|
| — |
|
|
| (1 | ) |
|
| (1 | ) |
|
| (1 | ) |
Settlement and curtailment (credit) cost |
| Net Periodic Benefit Cost - see Note C for details |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (1 | ) | ||||||||||||||||||
Total before tax |
|
|
|
| 1 |
|
|
| — |
|
|
| 2 |
|
|
| (1 | ) |
|
|
|
| (1 | ) |
|
| 1 |
|
|
| (2 | ) |
|
| 2 |
|
Tax impact |
| Provision (benefit) for income taxes |
|
| — |
|
|
| 1 |
|
|
| — |
|
|
| 1 |
|
| Provision (benefit) for income taxes |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Total after tax |
|
|
| $ | 1 |
|
| $ | 1 |
|
| $ | 2 |
|
| $ | — |
|
|
|
| $ | (1 | ) |
| $ | 1 |
|
| $ | (2 | ) |
| $ | 2 |
|
G.I. Commitments and Contingencies
Purchase 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. For thosethese purchase commitments, the amounts included in the table below are based on market prices at March 31, 2017.2018, which may differ from actual market prices at the time of purchase.
|
| Payments Due by Fiscal Year |
|
| Payments Due by Fiscal Year |
| ||||||||||||||||||||||||||||||||||||||||||||||||||
|
| Remainder of Fiscal 2017 |
|
| 2018 |
|
| 2019 |
|
| 2020 |
|
| 2021 |
|
| Thereafter |
|
| Total |
|
| Remainder of Fiscal 2018 |
|
| 2019 |
|
| 2020 |
|
| 2021 |
|
| 2022 |
|
| Thereafter |
|
| Total |
| ||||||||||||||
|
| (In millions) |
|
| (In millions) |
| ||||||||||||||||||||||||||||||||||||||||||||||||||
Reinforcement Materials |
| $ | 109 |
|
| $ | 210 |
|
| $ | 206 |
|
| $ | 133 |
|
| $ | 100 |
|
| $ | 1,435 |
|
| $ | 2,193 |
|
| $ | 159 |
|
| $ | 289 |
|
| $ | 173 |
|
| $ | 136 |
|
| $ | 136 |
|
| $ | 1,947 |
|
| $ | 2,840 |
|
Performance Chemicals |
|
| 24 |
|
|
| 44 |
|
|
| 31 |
|
|
| 23 |
|
|
| 22 |
|
|
| 109 |
|
|
| 253 |
|
|
| 34 |
|
|
| 63 |
|
|
| 58 |
|
|
| 57 |
|
|
| 57 |
|
|
| 482 |
|
|
| 751 |
|
Purification Solutions |
|
| 6 |
|
|
| 8 |
|
|
| 6 |
|
|
| 6 |
|
|
| — |
|
|
| — |
|
|
| 26 |
|
|
| 4 |
|
|
| 7 |
|
|
| 7 |
|
|
| 1 |
|
|
| — |
|
|
| — |
|
|
| 19 |
|
Total |
| $ | 139 |
|
| $ | 262 |
|
| $ | 243 |
|
| $ | 162 |
|
| $ | 122 |
|
| $ | 1,544 |
|
| $ | 2,472 |
|
| $ | 197 |
|
| $ | 359 |
|
| $ | 238 |
|
| $ | 194 |
|
| $ | 193 |
|
| $ | 2,429 |
|
| $ | 3,610 |
|
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.
Contingencies
Cabot is a defendant, or potentially responsible party, in various lawsuits and environmental proceedings wherein substantial amounts are claimed or at issue.
As of March 31, 20172018 and September 30, 2016,2017, Cabot had $13$16 million and $14$12 million, respectively, reserved for environmental matters. These environmental matters mainly relate to former operations. TheseDuring the three months ended March 31, 2018, the scope and cost of additional remediation activities being performed at a former manufacturing site became probable and estimable, resulting in the recognition of an additional charge of $6 million for these actions in Cost of sales in the Consolidated Statements of Operations. The 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.
Cash payments related to these environmental matters were $2 million in the first six months of fiscal 2018 and less than $1 million and $1 million in the first six months of fiscal 2017 and fiscal 2016, respectively.2017. 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.
Other Matters
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. As more fully described in the 20162017 10-K, the respirator liabilities generally 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.
As of March 31, 20172018 and September 30, 20162017, there were approximately 37,00036,000 and 38,00037,000 claimants, respectively, in pending cases asserting claims against AO in connection with respiratory products. Cabot has a reserve to cover its expected share of liability for existing and future respirator liability claims. At March 31, 20172018 and September 30, 2016,2017, the reserve was $19$17 million and $21$18 million, respectively. CashThe Company made payments related to thisits respirator liability were approximatelyof $1 million and $2 million in the first six months of bothfiscal 2018 and fiscal 2017, and 2016.respectively.
Cabot’sThe 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, (iv) significant changes in the legal costs of defending these claims, (v) changes in the nature of claims received, (vi) changes in the law and procedure applicable to these claims, (vii) the financial viability of other parties whichthat contribute to the settlement of respirator claims, (viii) a change in the availability of insurance coverage maintained by certain of the other parties whichthat contribute to the settlement of respirator claims, or the indemnity provided by a former owner of the business, (ix) changes in the allocation of costs among the various parties paying legal and settlement costs, and (x) a determination that the assumptions that were used to estimate Cabot’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.
Other
The Company has various other lawsuits, claims and contingent liabilities arising in the ordinary course of its business and with respect to the Company’sits 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.
H.J. Income Tax
Effective Tax Rate
|
| Three Months Ended |
|
| Six Months Ended |
|
| Three Months Ended March 31 |
|
| Six Months Ended March 31 |
| ||||||||||||||||||||
|
| March 31, |
|
| March 31, |
|
| 2018 |
|
| 2017 |
|
| 2018 |
|
| 2017 |
| ||||||||||||||
|
| 2017 |
|
| 2016 |
|
| 2017 |
|
| 2016 |
|
| (Dollars in millions) |
| |||||||||||||||||
|
| (Dollars in millions) |
| |||||||||||||||||||||||||||||
Provision (benefit) for income taxes |
| $ | (1 | ) |
| $ | 11 |
|
| $ | 16 |
|
| $ | 6 |
| ||||||||||||||||
(Provision) benefit for income taxes |
| $ | 7 |
|
| $ | 1 |
|
| $ | (198 | ) |
| $ | (17 | ) | ||||||||||||||||
Effective tax rate |
|
| (1 | )% |
|
| 20 | % |
|
| 11 | % |
|
| 12 | % |
|
| 4 | % |
|
| (1 | )% |
|
| (248 | )% |
|
| 11 | % |
DuringFor the three and six months ended March 31, 2017,2018, the Company recordedtax (provision) benefit included a net discrete tax provision (benefit)benefit of $(1)$26 million and $16a net discrete tax expense of $162 million, respectively, resulting in effectiveof which net tax ratesexpenses of (1)%$4 million and 11%, respectively.$189 million, respectively, comprised the impact of the Act. The amounts for the three and six month periods also included a net tax benefit of $30 million associated with the Purification Solutions goodwill and long-lived assets impairment charges. For both the three and six months ended March 31, 2017, these amountsthe tax provision included a net discrete tax benefit of $20 million, primarily comprised of a tax benefit associated with the generation of excess foreign tax credits upon repatriation of previously taxed foreign earnings. During
Tax Reform
On December 22, 2017, the U.S. enacted significant changes to federal income tax law affecting the Company, including a permanent reduction of the U.S. corporate income tax rate from 35% to 21%, effective January 1, 2018. Cabot expects that these changes will positively impact the Company's future after-tax earnings in the U.S., primarily due to the lower federal statutory tax rate and the establishment of a full participation exemption regime for foreign earnings. In transitioning to this new full participation exemption regime for foreign earnings, Cabot is subject to a one-time tax for the deemed repatriation of certain foreign earnings. A discussion of certain provisions of the Act and the Company’s preliminary assessment of the impact of such provisions on its consolidated financial statements is set forth below.
Uncertain Impacts of the Act
The accounting standard for income taxes (“ASC 740”) required the Company to recognize the effect of the tax law changes under the Act in the first quarter of fiscal 2018. However, due to the potential uncertainty or diversity of views in accounting for the impact of the Act, the Securities and Exchange Commission staff issued Staff Accounting Bulletin 118 (“SAB 118”) to address the application of U.S. GAAP in situations where a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Act.
In particular, SAB 118 clarified that the impact of the Act must be accounted for and reported in one of three ways: (1) by reflecting the tax effects of the Act for which the accounting is complete; (2) by reporting provisional amounts for those specific income tax effects of the Act for which the accounting is incomplete but a reasonable estimate can be determined, with such provisional amounts (or adjustments to provisional amounts) identified in the measurement period, as defined therein, being included as an adjustment to tax expense or benefit from continuing operations in the period the amounts are determined; or (3) where the income tax effects cannot be reasonably estimated, no provisional amounts should be reported and six months endedthe registrant should continue to apply ASC 740 based on the provisions of the tax laws that were in effect immediately prior to the enactment of the Act. The measurement period begins in the reporting period that includes the Act’s enactment date and ends when the accounting has been completed, but not beyond one year from the enactment date.
Due to various uncertainties as described below, the Company has not completed its accounting for certain tax impacts of the Act. However, as provided in SAB 118, reasonable estimates, including any adjustments to the estimates made during the first quarter of fiscal 2018, have been made and recorded as provisional amounts in its financial results for the second quarter of fiscal 2018. A discussion of the material impacts of tax law changes under the Act for which the accounting is incomplete follows:
Revaluation of Deferred Tax Assets: Due to the Company’s September 30 fiscal year-end, the reduction in the corporate tax rate to 21% effective January 1, 2018 will apply on a pro-rata basis for fiscal 2018, resulting in a U.S. federal statutory tax rate of 24.53% for the fiscal year. The reduction requires the Company to revalue its deferred tax assets and liabilities to account for the future financial impact of these amounts.
As of March 31, 2016,2018, the accounting for this item was incomplete. Additional information is necessary in order to complete the accounting for this item, including: (1) further analysis regarding the impact of the reduced rate on the reversal of deferred tax assets and liabilities for the full fiscal 2018 at the pro-rata rate, and (2) the true-up of deferred tax assets and liabilities upon the filing of the U.S. income tax return for fiscal 2017. However, the Company has recorded tax provisions of $11 million and $6 million, respectively, resulting in effective tax rates of 20% and 12%, respectively. For both the three and six months ended March 31, 2016, these amounts included a net discretetotal provisional tax expense of $1$17 million and a net discrete tax benefit of $5 million, respectively, primarily comprisedrelated to the impact of the netrate change on deferred tax benefit frombalances, of which $13 million was recorded in the first quarter of fiscal 2018 and $4 million was recorded in the second quarter of fiscal 2018. The additional provisional adjustment recorded in the second quarter was primarily associated with the Purification Solutions goodwill and long-lived assets impairment charges.
Deemed Repatriation: In general, the Act provides that U.S. shareholders of a “specified foreign corporation”, as defined in the Act, must include in U.S. taxable income its pro-rata share of certain undistributed and previously untaxed post-1986 foreign exchange gainsearnings and losses,profits (“E&P”). The amount of E&P taken into account is the renewalamount determined either as of November 2, 2017 or December 31, 2017, whichever is greater. This inclusion is offset by a deduction that results in an effective U.S. federal income tax rate of either 15.5% or 8%. The 15.5% rate applies to the “aggregate cash position”, as defined in the Act, of the specified foreign corporations and the 8% rate applies to the extent that the income inclusion exceeds the aggregate cash position. The aggregate cash position is determined as the cash position either as of September 30, 2018, or the average of September 30, 2016 and September 30, 2017, whichever is greater. Finally, the U.S. cash tax impact of the deemed repatriation inclusion may be offset by the utilization of foreign tax credits, which are pro-rated to reflect the deduction described above.
As of March 31, 2018, the accounting for this item is incomplete. Significant additional information will need to be obtained and analyzed in order to complete the accounting for this item. This includes: (1) the determination of the full fiscal 2018 E&P and foreign tax credits of the specified foreign corporations; (2) the true-up of the pre-fiscal 2018 E&P and foreign tax credits of the specified foreign corporations upon the filing of the U.S. Researchincome tax return for fiscal 2017 (tax year 2016); (3) establishing the appropriate foreign exchange rate for the full fiscal year 2018 used to translate foreign taxes; (4) clarification of the state income tax impact of the repatriation, including guidance from states in which Cabot has a taxable presence on the extent to which the state will conform with the provisions of the Act, as well as determination of the apportionment of the Company’s income for the full fiscal year 2018; (5) uncertainty as to which of the alternative aggregate cash position measurement dates will apply to the Company; and Experimentation credit(6) further guidance from the U.S. Treasury Department on the interpretation and releasesapplication of the rules.
In the absence of such additional information, Cabot has made a reasonable estimate of the financial impact of this item. The Company recorded a provisional charge of $149 million during the first quarter of fiscal 2018 to the (Provision) benefit for income taxes for deemed repatriation. No adjustment has been made to this provisional amount for the second quarter of fiscal 2018. This amount is expected to be a fully non-cash charge due to the Company’s existing tax attributes.
Deferred Tax Liability on Unremitted Earnings: In addition to the deemed repatriation of foreign earnings, going forward, the Act effectively establishes a participation exemption system of taxation that, in general, provides a 100% deduction for dividends from specified foreign corporations. However, the Company is still required to provide non-U.S. withholding taxes, as well as other potential tax impacts, on undistributed earnings of non-U.S. subsidiaries that it does not consider to be indefinitely reinvested.
As of March 31, 2018, the accounting for this item is incomplete. Additional information necessary to complete the accounting includes: (1) finalization of U.S. previously taxed income resulting from the deemed repatriation of foreign earnings; (2) further analysis of the amount of distributable reserves, including treatment thereof under local law, available in various non-U.S. subsidiaries; (3) clarification of the state income tax impact of unremitted earnings that are not indefinitely reinvested; and (4) evolving interpretations of the U.S. GAAP rules applicable to the Act. As a result of the Act, the Company has made certain changes to its indefinite reinvestment assertion and has made a reasonable estimate of the financial impact of this item. The Company recorded a provisional amount of $23 million during the first quarter of fiscal 2018 to its tax expense for uncertainthis item. No adjustment has been made to this provisional amount for the second quarter of fiscal 2018.
The Company will continue to evaluate the impact of the Act on its business and consolidated financial statements and will make any further adjustments to its provisional amounts in subsequent reporting periods upon obtaining, preparing or analyzing additional information affecting the income tax positions.effects initially reported as a provisional amount.
Accounting for the Global Intangible Low-Taxed Income Tax
Under the Act, Cabot may be subject to a tax on global intangible low-taxed income (“GILTI”) in future years. In general, GILTI is a 10.5% tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. This tax is effective for taxable years beginning after December 31, 2017. The Company has not yet adopted an accounting policy with respect to whether (i) to recognize deferred taxes for temporary differences (including outside basis differences) expected to reverse as GILTI or (ii) to recognize these temporary differences as period costs if and when incurred.
Other Material Provisions of the Act Effective in Future Periods
The Act also contains a number of other provisions that may have a material financial impact on the Company in the future. These include base erosion anti-abuse tax, foreign derived intangible income and the interest expense limitation under Internal Revenue Code section 163(j). These tax law changes apply only to tax years beginning after December 31, 2017. Therefore, the Company has not and will not record any amounts related to these items in its fiscal 2018 financial results.
Uncertainties
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 also occur within the next twelve months related to the settlement of one or more of these audits or the lapse of applicable statutes of limitations. However, an estimated range of the impact on the unrecognized tax benefits cannot be quantified at this time.
Cabot files U.S. federal and state and non-U.S. income tax returns in jurisdictions with varying statutes of limitations. The 20122014 through 20142015 tax years generally remain subject to examination by the United States Internal Revenue Service and various tax years from 2005 through 20142015 remain subject to examination by the respective state tax authorities. In significant non-U.S. jurisdictions, various tax years from 2002 through 20152016 remain subject to examination by their respective tax authorities. As of MarchDecember 31, 2017, Cabot’s significant non-U.S. jurisdictions include Canada, China, France, Germany, Italy, Japan, and the Netherlands.
During the three and six months ended March 31, 2018, Cabot released uncertain tax positions of less than $1 million and $2 million, respectively, due to the expirations of statutes of limitations in various jurisdictions. During the three and six months ended March 31, 2017, Cabot released uncertain tax positions of $1 million and $3 million, respectively, due to the expirations of statutes of limitations in various jurisdictions. During the three and six months ended March 31, 2016, Cabot released uncertain tax positions of $1 million and $3 million, respectively, due to the expirations of statutes of limitations in various jurisdictions.
The following tables summarize the components of the basic and diluted earnings (loss) per common share (EPS)(“EPS”) computations:
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||||||||||||||||||
|
| March 31, |
|
| March 31, |
|
| Three Months Ended March 31 |
|
| Six Months Ended March 31 |
| ||||||||||||||||||||
|
| 2017 |
|
| 2016 |
|
| 2017 |
|
| 2016 |
|
| 2018 |
|
| 2017 |
|
| 2018 |
|
| 2017 |
| ||||||||
|
| (In millions, except per share amounts) |
|
| (In millions, except per share amounts) |
| ||||||||||||||||||||||||||
Basic EPS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to Cabot Corporation |
| $ | 74 |
|
| $ | 48 |
|
| $ | 128 |
|
| $ | 41 |
|
| $ | (173 | ) |
| $ | 74 |
|
| $ | (295 | ) |
| $ | 129 |
|
Less: Undistributed earnings allocated to participating securities(1) |
|
| 1 |
|
|
| — |
|
|
| 1 |
|
|
| — |
|
|
| — |
|
|
| 1 |
|
|
| — |
|
|
| 1 |
|
Earnings (loss) allocated to common shareholders (numerator) |
| $ | 73 |
|
| $ | 48 |
|
| $ | 127 |
|
| $ | 41 |
|
| $ | (173 | ) |
| $ | 73 |
|
| $ | (295 | ) |
| $ | 128 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares and participating securities outstanding |
|
| 62.9 |
|
|
| 62.9 |
|
|
| 62.8 |
|
|
| 62.9 |
|
|
| 62.6 |
|
|
| 62.9 |
|
|
| 62.5 |
|
|
| 62.8 |
|
Less: Participating securities(1) |
|
| 0.5 |
|
|
| 0.5 |
|
|
| 0.5 |
|
|
| 0.5 |
|
|
| 0.8 |
|
|
| 0.5 |
|
|
| 0.7 |
|
|
| 0.5 |
|
Adjusted weighted average common shares (denominator) |
|
| 62.4 |
|
|
| 62.4 |
|
|
| 62.3 |
|
|
| 62.4 |
|
|
| 61.8 |
|
|
| 62.4 |
|
|
| 61.8 |
|
|
| 62.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share - basic: |
| $ | 1.19 |
|
| $ | 0.76 |
|
| $ | 2.04 |
|
| $ | 0.65 |
| ||||||||||||||||
Earnings (loss) per common share - basic: |
| $ | (2.80 | ) |
| $ | 1.19 |
|
| $ | (4.78 | ) |
| $ | 2.06 |
| ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted EPS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) allocated to common shareholders |
| $ | 73 |
|
| $ | 48 |
|
| $ | 127 |
|
| $ | 41 |
|
| $ | (173 | ) |
| $ | 73 |
|
| $ | (295 | ) |
| $ | 128 |
|
Plus: Earnings (loss) allocated to participating securities |
|
| 1 |
|
|
| — |
|
|
| 1 |
|
|
| — |
|
|
| — |
|
|
| 1 |
|
|
| — |
|
|
| 1 |
|
Less: Adjusted earnings allocated to participating securities(2) |
|
| 1 |
|
|
| — |
|
|
| 1 |
|
|
| — |
|
|
| — |
|
|
| 1 |
|
|
| — |
|
|
| 1 |
|
Earnings (loss) allocated to common shareholders (numerator) |
| $ | 73 |
|
| $ | 48 |
|
| $ | 127 |
|
| $ | 41 |
|
| $ | (173 | ) |
| $ | 73 |
|
| $ | (295 | ) |
| $ | 128 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted weighted average common shares outstanding |
|
| 62.4 |
|
|
| 62.4 |
|
|
| 62.3 |
|
|
| 62.4 |
|
|
| 61.8 |
|
|
| 62.4 |
|
|
| 61.8 |
|
|
| 62.3 |
|
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares issuable(3) |
|
| 0.4 |
|
|
| 0.4 |
|
|
| 0.5 |
|
|
| 0.5 |
|
|
| — |
|
|
| 0.4 |
|
|
| — |
|
|
| 0.5 |
|
Adjusted weighted average common shares (denominator) |
|
| 62.8 |
|
|
| 62.8 |
|
|
| 62.8 |
|
|
| 62.9 |
|
|
| 61.8 |
|
|
| 62.8 |
|
|
| 61.8 |
|
|
| 62.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share - diluted: |
| $ | 1.18 |
|
| $ | 0.76 |
|
| $ | 2.03 |
|
| $ | 0.65 |
| ||||||||||||||||
Earnings (loss) per common share - diluted: |
| $ | (2.80 | ) |
| $ | 1.19 |
|
| $ | (4.78 | ) |
| $ | 2.05 |
|
(1) | Participating securities consist of shares |
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:
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||||||||||||||||||
|
| March 31, |
|
| March 31, |
|
| Three Months Ended March 31 |
|
| Six Months Ended March 31 |
| ||||||||||||||||||||
|
| 2017 |
|
| 2016 |
|
| 2017 |
|
| 2016 |
|
| 2018 |
|
| 2017 |
|
| 2018 |
|
| 2017 |
| ||||||||
|
| (In millions) |
|
| (In millions) |
| ||||||||||||||||||||||||||
Calculation of undistributed earnings (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to Cabot Corporation |
| $ | 74 |
|
| $ | 48 |
|
| $ | 128 |
|
| $ | 41 |
|
| $ | (173 | ) |
| $ | 74 |
|
| $ | (295 | ) |
| $ | 129 |
|
Less: Dividends declared on common stock |
|
| 19 |
|
|
| 14 |
|
|
| 38 |
|
|
| 28 |
|
|
| 19 |
|
|
| 19 |
|
|
| 39 |
|
|
| 38 |
|
Undistributed earnings (loss) |
| $ | 55 |
|
| $ | 34 |
|
| $ | 90 |
|
| $ | 13 |
|
| $ | (192 | ) |
| $ | 55 |
|
| $ | (334 | ) |
| $ | 91 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocation of undistributed earnings (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Undistributed earnings (loss) allocated to common shareholders |
| $ | 54 |
|
| $ | 34 |
|
| $ | 89 |
|
| $ | 13 |
|
| $ | (192 | ) |
| $ | 54 |
|
| $ | (334 | ) |
| $ | 90 |
|
Undistributed earnings (loss) allocated to participating shareholders |
|
| 1 |
|
|
| — |
|
|
| 1 |
|
|
| — |
|
|
| — |
|
|
| 1 |
|
|
| — |
|
|
| 1 |
|
Undistributed earnings (loss) |
| $ | 55 |
|
| $ | 34 |
|
| $ | 90 |
|
| $ | 13 |
|
| $ | (192 | ) |
| $ | 55 |
|
| $ | (334 | ) |
| $ | 91 |
|
(2) | Undistributed earnings 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 Deferred Compensation and Supplemental |
J.L. Restructuring
Cabot’s restructuring activities were recorded in the Consolidated Statements of Operations in the three and six months ended March 31, 20172018 and 20162017 as follows:
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||||||||||||||||||
|
| March 31, |
|
| March 31, |
|
| Three Months Ended March 31 |
|
| Six Months Ended March 31 |
| ||||||||||||||||||||
|
| 2017 |
|
| 2016 |
|
| 2017 |
|
| 2016 |
|
| 2018 |
|
| 2017 |
|
| 2018 |
|
| 2017 |
| ||||||||
|
| (In millions) |
|
| (In millions) |
| ||||||||||||||||||||||||||
Cost of sales |
| $ | 2 |
|
| $ | (6 | ) |
| $ | 2 |
|
| $ | 31 |
|
| $ | (10 | ) |
| $ | 2 |
|
| $ | (9 | ) |
| $ | 2 |
|
Selling and administrative expenses |
|
| — |
|
|
| 1 |
|
|
| — |
|
|
| 8 |
|
|
| 1 |
|
|
| — |
|
|
| 1 |
|
|
| — |
|
Research and technical expenses |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 4 |
| ||||||||||||||||
Total |
| $ | 2 |
|
| $ | (5 | ) |
| $ | 2 |
|
| $ | 43 |
|
| $ | (9 | ) |
| $ | 2 |
|
| $ | (8 | ) |
| $ | 2 |
|
Details of all restructuring activities and the related reserves during the three and six months ended March 31, 20172018 were as follows:
|
| Severance and Employee Benefits |
|
| Environmental Remediation |
|
| Other |
|
| Total |
| ||||
|
| (In millions) |
| |||||||||||||
Reserve at December 31, 2016 |
| $ | 2 |
|
| $ | 2 |
|
| $ | — |
|
| $ | 4 |
|
Charges |
|
| 1 |
|
|
| — |
|
|
| 1 |
|
|
| 2 |
|
Cash paid |
|
| (1 | ) |
|
| — |
|
|
| (1 | ) |
|
| (2 | ) |
Reserve at March 31, 2017 |
| $ | 2 |
|
| $ | 2 |
|
| $ | — |
|
| $ | 4 |
|
|
| Severance and Employee Benefits |
|
| Environmental Remediation |
|
| Asset Sales |
|
| Asset Impairment and Accelerated Depreciation |
|
| Other |
|
| Total |
| ||||||
|
| (In millions) |
| |||||||||||||||||||||
Reserve at September 30, 2017 |
| $ | 1 |
|
| $ | 2 |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | 3 |
|
Charges |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1 |
|
|
| 1 |
|
Accrual for refundable land deposit |
|
| — |
|
|
| — |
|
|
| (4 | ) |
|
| — |
|
|
| — |
|
|
| (4 | ) |
Cash received (paid) |
|
| — |
|
|
| — |
|
|
| 4 |
|
|
| — |
|
|
| (1 | ) |
|
| 3 |
|
Reserve at December 31, 2017 |
| $ | 1 |
|
| $ | 2 |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | 3 |
|
Charges (gain) |
|
| 1 |
|
|
| — |
|
|
| (11 | ) |
|
| 1 |
|
|
| — |
|
|
| (9 | ) |
Costs charged against assets / (liabilities) |
|
| — |
|
|
| — |
|
|
| 2 |
|
|
| (1 | ) |
|
| — |
|
|
| 1 |
|
Cash received |
|
| (1 | ) |
|
| — |
|
|
| 9 |
|
|
| — |
|
|
| — |
|
|
| 8 |
|
Reserve at March 31, 2018 |
| $ | 1 |
|
| $ | 2 |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | 3 |
|
Details of allCabot’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 duringare reflected in Other liabilities on the Company’s Consolidated Balance Sheets.
Marshall, Texas Plan
In October 2017, Cabot indefinitely idled three of the seven production units at its activated carbon manufacturing facility in Marshall, Texas. The decision, affecting approximately 40 local employees, was driven by the need to better match the business’ production capacity and cost structure with the current demand for powdered activated carbon in North America. Total costs related to this plan are expected to be approximately $8 million, comprised of approximately $8 million of non-cash accelerated depreciation costs and less than $1 million of severance costs. The Company recorded charges of approximately $1 million in the six months ended March 31, 2017 were as follows:
|
| Severance and Employee Benefits |
|
| Environmental Remediation |
|
| Other |
|
| Total |
| ||||
|
| (In millions) |
| |||||||||||||
Reserve at September 30, 2016 |
| $ | 3 |
|
| $ | 2 |
|
| $ | — |
|
| $ | 5 |
|
Charges |
|
| 1 |
|
|
| — |
|
|
| 1 |
|
|
| 2 |
|
Cash paid |
|
| (2 | ) |
|
| — |
|
|
| (1 | ) |
|
| (3 | ) |
Reserve at March 31, 2017 |
| $ | 2 |
|
| $ | 2 |
|
| $ | — |
|
| $ | 4 |
|
2018, comprised mainly of accelerated depreciation charges. The Company anticipates charges related to these actions of approximately $1 million in the remainder of fiscal 2018 and approximately $7 million thereafter.
2016 Plan
In October 2015, in response to challenging macroeconomic conditions, the Company announced its intention to restructure its operations subject to local consultation requirements and processes in certain locations. Cabot’s plan resulted in the termination of employment for approximately 300 employees across the Company’s global locations.
TotalMost of the charges and cash outlays related to these actions are expected to be $30 million, of which approximately $29 million wasthis plan were recorded in fiscal 2016. The Company recorded pre-tax cash charges related to plan of approximately $1 million in the first six months of both fiscal 2018 and 2017, most of which was recorded in the second quarter, and expects to record less thanapproximately $1 million throughof cash charges in the restremainder of fiscal 2017 related to these actions. The Company recorded pre-tax charges of approximately $26 million in the first six months of fiscal 2016, and pre-tax charges of $2 million for the three months ended March 31, 2016 related to these actions.2018. The charges recorded and anticipated 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 March 31, 2017, the Company has made $29 million in cash payments related to this plan, of which $27 million was paid in fiscal 2016. The Company expects to make $1 million in cash payments through the remainder of fiscal 2017.
As of March 31, 2017,2018, Cabot has less than $1 million of accrued severance charges in the Consolidated Balance SheetSheets related to these actions.
Additionally, in fiscal 2016 Cabot closed its carbon black manufacturing facility in Merak, Indonesia to consolidate production in Asia using the Company’s Cilegon, Indonesia and other Asian and global carbon black production sites to meet regional demand. The decision was driven by the financial performance at the Merak facility in the past several years.years preceding the closure. Manufacturing operations ceased at the end of January 2016.
Total charges related toThe Company completed the sale of the land in Merak closure are expected to be $27on which the facility was located in the second quarter of fiscal 2018. The Company received a refundable deposit of $4 million of cash in the first quarter of fiscal 2018, which $25 million was recorded in Accounts payable and accrued liabilities on the Consolidated Balance Sheets as of December 31, 2017. An additional payment of approximately $9 million was received in the second quarter of fiscal 2016.2018, resulting in a net gain of approximately $11 million. The Company has recorded net charges of less than $1 million in the six months ended March 31, 2017 primarily for site clearing and charges of $25 million in the six months ended March 31, 2016demolition costs related to this closure. The charges in the first six months of fiscal 2016 were comprised of $23 million of asset impairments and accelerated depreciation and $2 million of severance and employee benefits. Pre-tax charges related to this plan were less than $1 million and $1 million in the three months ended March 31, 2017 and 2016, respectively.
Future anticipated site closure costs for the Merak facility, comprised mainly of site demolition, clearing and environmental remediation charges, and other miscellaneous costs, are expected to total approximately $2 million in the remainder of fiscal 2017 and thereafter.
Total net cash outlays related to this closure are expected to be approximately $6 million, comprised of $3 million of severance payments, and $3 million of site demolition, clearing, environmental and other costs. Through March 31, 2017, the Company has made $3 million in cash payments related to this plan, mainly for severance, and expects to pay approximately $3 million through the remainder of fiscal 2017 and thereafter mainly for site demolition, clearing and environmental remediation costs.closure.
As of March 31, 2017,2018, Cabot has approximatelyless than $1 million of accrued severance costs in the Consolidated Balance SheetSheets related to the Merak facility closure.
Cabot has recorded approximately $1 million of severance charges in the six months ended March 31, 2018, nearly all of which has been paid in the second quarter of fiscal 2017, nearly all of which was paid within the quarter.2018.
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 sitesland rights in Thane, India and environmental remediation activities in Berre, France that remain to be completed. The Company has recorded a total net charge of less than $1 million related to these plans in the six months ended March 31, 2017 and a net benefit of $8 million in the six months ended March 31, 2016 driven by gains from the sale of certain assets. Pre-tax charges related to these actions were less than $1 million in the three months ended March 31, 2017 as compared to a net benefit of $8 million in the three months ended March 31, 2016.
Cabot expects to pay $3approximately $2 million related to these actionsremediation activities in the remainder of fiscal 20172018 and thereafter, mainly for accrued environmental and other closure related costs. As of March 31, 2017,2018, Cabot has approximately $2 million of accrued environmental costs and less than $1 million of accrued severance costs in the Consolidated Balance Sheets related to these activities. actions.
K.M. Financial Instruments and Fair Value Measurements
The FASB authoritative guidance on fair value measurements defines fair value, provides a framework for measuring fair value, in generally accepted accounting principles, and requires certain disclosures about fair value measurements. The required disclosures focus on the inputs used to measure fair value. The guidance establishes the following hierarchy for categorizing these inputs:
Level 1 |
| — |
| Quoted market prices in active markets for identical assets or liabilities |
|
|
|
|
|
Level 2 |
| — |
| Significant other observable inputs (e.g., quoted prices for similar items in active markets, quoted prices for identical or similar items in markets that are not active, inputs other than quoted prices that are observable such as interest rate and yield curves, and market-corroborated inputs) |
|
|
|
|
|
Level 3 |
| — |
| Significant unobservable inputs |
There were no transfers of financial assets or liabilities measured at fair value between Level 1 and Level 2 and there were no Level 3 investments during the first six months of either fiscal 20172018 or 2016.
2017.
At March 31, 20172018 and September 30, 2016,2017, Cabot had derivatives relating to foreign currency risks carried at fair value. At March 31, 2018 and September 30, 2017, the fair value of these derivatives was a net liability of $28 million and $13 million, respectively, and was included in Prepaid expenses and other current assets and Other assets of $7 million and $1 million, respectively.liabilities 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 March 31, 20172018 and September 30, 2016,2017, the fair value of guaranteed investment contracts, included in Other assets on the Consolidated Balance Sheets, was $11 million and $12 million, respectively.million. Guaranteed investment contracts were classified as Level 2 instruments within the fair value hierarchy as the fair value determination was based on other observable inputs.
At March 31, 20172018 and September 30, 2016,2017, the fair values of cash and cash equivalents, accounts and notes receivable, accounts payable and accrued liabilities, and notes payable and variable rate debt approximated their carrying values due to the short-term nature of these instruments. Both the carrying value and fair value of the long-term fixed rate debt were $0.66 billion as of March 31, 2018. The carrying value and fair value of the long-term fixed rate debt were $0.91 billion and $0.94 billion, respectively, as of March 31, 2017 and $0.91 billion and $0.98 billion, respectively, as of September 30, 2016.2017. 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.
L.N. Derivatives
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 currencycross-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 March 31, 20172018 and September 30, 20162017 to manage foreign currency risk.
|
|
|
| Notional Amount |
|
| ||
Description |
| Borrowing |
| March 31, |
| September 30, |
| Hedge Designation |
|
| 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 2 million |
| USD |
| No designation |
(1) | Cabot’s forward foreign exchange contracts are denominated |
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.
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 Accumulated other comprehensive income (loss)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.
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 for the six months ended March 31, 2017. 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.
During the fourth quarter of fiscal 2016, Effective October 1, 2017, the Company entered into cross currencyelected to de-designate its existing net investment hedge instruments in which hedge effectiveness was assessed using the method based on changes in forward exchange rates and re-designate the net investment hedges in which hedge effectiveness will be assessed using the method based on changes in spot exchange rates.
The Company has 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 the second quarter of both fiscal 2018 and 2017, the Company received net cash interest of $2 million. During the three and six months ended March 31, 2017, the Company recognized a gain of $1 million and $8 million, respectively, related to these swaps through Foreign currency translation adjustment in other comprehensive income (loss). As of March 31, 2017 and September 30, 2016,2018, the fair value of these swaps was $7a net liability of $28 million and $1 million, respectively, and was included in Prepaid expenses and other current assets and Other assetsliabilities and the cumulative loss of $24 million was included in AOCI on the Consolidated Balance Sheets. As of March 31, 2017 and September 30, 2016,2017, the fair value of these swaps was a net liability of $13 million and was included in Prepaid expenses and other current assets and Other Liabilities and the cumulative gainloss of $9 million was included in AOCI was $9 millionon the Consolidated Balance Sheets.
The following tables summarize the impact of the cross-currency swaps to AOCI and $1 million, respectively. There were no gains or losses reclassified from AOCI into earnings during the first six monthsConsolidated Statements of fiscal 2017 or fiscal 2016.Operations:
|
| Three Months Ended March 31 |
| |||||||||||||||||||||
|
| 2018 |
|
| 2017 |
|
| 2018 |
|
| 2017 |
|
| 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 (1) |
| $ | (8 | ) |
| $ | (1 | ) |
| $ | (1 | ) |
| $ | — |
|
| $ | 1 |
|
| $ | — |
|
|
| Six Months Ended March 31 |
| |||||||||||||||||||||
|
| 2018 |
|
| 2017 |
|
| 2018 |
|
| 2017 |
|
| 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 (1) |
| $ | (13 | ) |
| $ | (8 | ) |
| $ | (2 | ) |
| $ | — |
|
| $ | 1 |
|
| $ | — |
|
(1) | As noted above, effective October 1, 2017, the Company changed the method it uses to assess effectiveness from the method based on changes in forward exchange rates, in which all gains/losses were recognized in AOCI, to the method based on changes in spot exchange rates. |
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 currencycross-currency swaps, foreign currency forward contracts and commodity derivatives. For cross currencycross-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 March 31, 20172018 and September 30, 2016,2017, the fair value of derivative instruments not designated as hedges were immaterial, and were presented in Accounts payable and accrued liabilities, and Prepaid expenses and other current assets, respectively, on the Consolidated Balance Sheets.
M.O. Venezuela
Cabot owns 49% of an operatinga carbon black operating affiliate in Venezuela, which is accounted for as an equity affiliate, through wholly-owned subsidiaries that carry the investment and receive its dividends. As of March 31, 2017,2018, these subsidiaries carried the operating affiliate investment of $13 million.
During each of the six month periodsmonths ended March 31, 20172018 and 2016,2017, the Company received dividends in the amounts of $3 million and $2 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 raterates made available to the Company as of March 31, 2018 and September 30, 2017 was 709were 49,478 bolivars and 3,345 bolivars to the U.S. dollar. The operating affiliate anddollar, respectively. This exchange rate devaluation had an immaterial impact on the Company’s wholly-owned subsidiaries remeasured their bolivar denominated monetary accounts to reflect the current rate.results.
The operating entity has generally been profitable. The Company continues to closely monitor developments in Venezuela and their potential impact on the recoverability of its equity affiliate investment. Any future change in the exchange rate made available to the Company or opening of additional parallel markets 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.
N.P. Financial Information by Segment
The Company identifies a business as an operating segment if: i)(i) it engages in business activities from which it may earn revenues and incur expenses; ii)(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)(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)(i) nature of products and services; ii)(ii) nature of production processes; iii)(iii) type or class of customer for their products and services; iv)(iv) methods used to distribute the products or provide services; and v)(v) if applicable, the nature of the regulatory environment.
The Company has four reportable segments: Reinforcement Materials, Performance Chemicals, Purification Solutions and Specialty Fluids.
The Reinforcement Materials segment represents the rubber blacks and elastomer composites product lines.
The Performance Chemicals segment combines the specialty carbons and compounds and inkjet colorants product lines into the Specialty Carbons and Formulations business, and combines the fumed metal oxides and aerogel product lines into the Metal Oxides business. These businesses are similar in terms of economic characteristics, nature of products, processes, customer class and product distribution methods, and, therefore, have been aggregated into one reportable segment. The net sales from each of these businesses for the three and six months ended March 31, 20172018 and 20162017 were as follows:
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||||||||||||||||||
|
| March 31, |
|
| March 31, |
|
| Three Months Ended March 31 |
|
| Six Months Ended March 31 |
| ||||||||||||||||||||
|
| 2017 |
|
| 2016 |
|
| 2017 |
|
| 2016 |
|
| 2018 |
|
| 2017 |
|
| 2018 |
|
| 2017 |
| ||||||||
|
| (In millions) |
|
| (In millions) |
| ||||||||||||||||||||||||||
Specialty Carbons and Formulations |
| $ | 162 |
|
| $ | 145 |
|
| $ | 300 |
|
| $ | 285 |
|
| $ | 193 |
|
| $ | 162 |
|
| $ | 353 |
|
| $ | 300 |
|
Metal Oxides |
|
| 66 |
|
|
| 71 |
|
|
| 133 |
|
|
| 138 |
|
|
| 75 |
|
|
| 66 |
|
|
| 144 |
|
|
| 133 |
|
Total Performance Chemicals |
| $ | 228 |
|
| $ | 216 |
|
| $ | 433 |
|
| $ | 423 |
|
| $ | 268 |
|
| $ | 228 |
|
| $ | 497 |
|
| $ | 433 |
|
The Purification Solutions segment represents the Company’s activated carbon business and the Specialty Fluids segment includes cesium formate oil and gas drilling fluids and high-purity fine cesium chemicals product lines.
Income (loss) from continuing operations before income taxes (“Segment EBIT”) is presented for each reportable segment in the table below. 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 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.
Financial information by reportable segment is as follows:
|
| Reinforcement Materials |
|
| Performance Chemicals |
|
| Purification Solutions |
|
| Specialty Fluids |
|
| Segment Total |
|
| Unallocated and Other(1) |
|
| Consolidated Total |
|
| Reinforcement Materials |
|
| Performance Chemicals |
|
| Purification Solutions |
|
| Specialty Fluids |
|
| Segment Total |
|
| Unallocated and Other(1) |
|
| Consolidated Total |
| ||||||||||||||
|
| (In millions) |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||
Three Months Ended March 31, 2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||
Revenues from external customers(2) |
| $ | 454 |
|
| $ | 268 |
|
| $ | 66 |
|
| $ | 6 |
|
| $ | 794 |
|
| $ | 24 |
|
| $ | 818 |
| ||||||||||||||||||||||||||||
Income (loss) from continuing operations before income taxes(3) |
| $ | 79 |
|
| $ | 57 |
|
| $ | (6 | ) |
| $ | (3 | ) |
| $ | 127 |
|
| $ | (298 | ) |
| $ | (171 | ) | ||||||||||||||||||||||||||||
|
| (In millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Three Months Ended March 31, 2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues from external customers(2) |
| $ | 352 |
|
| $ | 228 |
|
| $ | 67 |
|
| $ | 7 |
|
| $ | 654 |
|
| $ | 24 |
|
| $ | 678 |
|
| $ | 352 |
|
| $ | 228 |
|
| $ | 67 |
|
| $ | 7 |
|
| $ | 654 |
|
| $ | 24 |
|
| $ | 678 |
|
Income (loss) from continuing operations before income taxes(3) |
| $ | 54 |
|
| $ | 51 |
|
| $ | 2 |
|
| $ | — |
|
| $ | 107 |
|
| $ | (29 | ) |
| $ | 78 |
|
| $ | 54 |
|
| $ | 51 |
|
| $ | 2 |
|
| $ | — |
|
| $ | 107 |
|
| $ | (29 | ) |
| $ | 78 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||
Six Months Ended March 31, 2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||
Revenues from external customers(2) |
| $ | 261 |
|
| $ | 216 |
|
| $ | 67 |
|
| $ | 6 |
|
| $ | 550 |
|
| $ | 18 |
|
| $ | 568 |
|
| $ | 841 |
|
| $ | 497 |
|
| $ | 136 |
|
| $ | 12 |
|
| $ | 1,486 |
|
| $ | 52 |
|
| $ | 1,538 |
|
Income (loss) from continuing operations before income taxes(3) |
| $ | 34 |
|
| $ | 58 |
|
| $ | (2 | ) |
| $ | (2 | ) |
| $ | 88 |
|
| $ | (26 | ) |
| $ | 62 |
|
| $ | 141 |
|
| $ | 104 |
|
| $ | — |
|
| $ | (5 | ) |
| $ | 240 |
|
| $ | (319 | ) |
| $ | (79 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended March 31, 2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues from external customers(2) |
| $ | 647 |
|
| $ | 433 |
|
| $ | 136 |
|
| $ | 18 |
|
| $ | 1,234 |
|
| $ | 55 |
|
| $ | 1,289 |
|
| $ | 647 |
|
| $ | 433 |
|
| $ | 136 |
|
| $ | 18 |
|
| $ | 1,234 |
|
| $ | 55 |
|
| $ | 1,289 |
|
Income (loss) from continuing operations before income taxes(3) |
| $ | 94 |
|
| $ | 100 |
|
| $ | 6 |
|
| $ | 2 |
|
| $ | 202 |
|
| $ | (51 | ) |
| $ | 151 |
|
| $ | 94 |
|
| $ | 100 |
|
| $ | 6 |
|
| $ | 2 |
|
| $ | 202 |
|
| $ | (49 | ) |
| $ | 153 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||
Six Months Ended March 31, 2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||
Revenues from external customers(2) |
| $ | 549 |
|
| $ | 423 |
|
| $ | 133 |
|
| $ | 13 |
|
| $ | 1,118 |
|
| $ | 53 |
|
| $ | 1,171 |
| ||||||||||||||||||||||||||||
Income (loss) from continuing operations before income taxes(3) |
| $ | 60 |
|
| $ | 108 |
|
| $ | (7 | ) |
| $ | (2 | ) |
| $ | 159 |
|
| $ | (105 | ) |
| $ | 54 |
|
(1) | Unallocated and Other includes certain items and eliminations necessary to reflect management’s reporting of operating segment results. These items are reflective of the segment reporting presented to the CODM. |
(2) | Consolidated Total Revenues from external customers reconciles to Net sales and other operating revenues on the Consolidated Statement of Operations. Revenues from external customers that are categorized as Unallocated and Other reflects royalties, |
|
| Three Months Ended |
|
| Six Months Ended |
|
| Three Months Ended March 31 |
|
| Six Months Ended March 31 |
| ||||||||||||||||||||
|
| March 31, |
|
| March 31, |
|
| 2018 |
|
| 2017 |
|
| 2018 |
|
| 2017 |
| ||||||||||||||
|
| 2017 |
|
| 2016 |
|
| 2017 |
|
| 2016 |
|
| (In millions) |
| |||||||||||||||||
|
| (In millions) |
| |||||||||||||||||||||||||||||
Royalties, other operating revenues, the impact of unearned revenue, the removal of 100% of the sales of an equity method affiliate and discounting charges for certain notes receivable |
| $ | (6 | ) |
| $ | (9 | ) |
| $ | (2 | ) |
| $ | — |
| ||||||||||||||||
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 |
| $ | (9 | ) |
| $ | (6 | ) |
| $ | (8 | ) |
| $ | (2 | ) | ||||||||||||||||
Shipping and handling fees |
|
| 30 |
|
|
| 27 |
|
|
| 57 |
|
|
| 53 |
|
|
| 33 |
|
|
| 30 |
|
|
| 60 |
|
|
| 57 |
|
Total |
| $ | 24 |
|
| $ | 18 |
|
| $ | 55 |
|
| $ | 53 |
|
| $ | 24 |
|
| $ | 24 |
|
| $ | 52 |
|
| $ | 55 |
|
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||||||||||||||||||
|
| March 31, |
|
| March 31, |
|
| Three Months Ended March 31 |
|
| Six Months Ended March 31 |
| ||||||||||||||||||||
|
| 2017 |
|
| 2016 |
|
| 2017 |
|
| 2016 |
|
| 2018 |
|
| 2017 |
|
| 2018 |
|
| 2017 |
| ||||||||
|
| (In millions) |
|
| (In millions) |
| ||||||||||||||||||||||||||
Interest expense |
| $ | (13 | ) |
| $ | (14 | ) |
| $ | (26 | ) |
| $ | (27 | ) |
| $ | (14 | ) |
| $ | (13 | ) |
| $ | (27 | ) |
| $ | (26 | ) |
Total certain items, pre-tax(a) |
|
| — |
|
|
| 1 |
|
|
| — |
|
|
| (57 | ) | ||||||||||||||||
Certain items (a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Purification Solutions goodwill and long-lived assets impairment charge |
|
| (254 | ) |
|
| — |
|
|
| (254 | ) |
|
| — |
| ||||||||||||||||
Inventory reserve adjustment |
|
| (13 | ) |
|
| — |
|
|
| (13 | ) |
|
| — |
| ||||||||||||||||
Global restructuring activities |
|
| 9 |
|
|
| (2 | ) |
|
| 8 |
|
|
| (2 | ) | ||||||||||||||||
Legal and environmental matters and reserves |
|
| (5 | ) |
|
| 2 |
|
|
| (6 | ) |
|
| 2 |
| ||||||||||||||||
Acquisition and integration-related charges |
|
| (1 | ) |
|
| — |
|
|
| (1 | ) |
|
| — |
| ||||||||||||||||
Gains (losses) on sale of investments |
|
| — |
|
|
| — |
|
|
| 10 |
|
|
| — |
| ||||||||||||||||
Other |
|
| — |
|
|
| — |
|
|
| (1 | ) |
|
| — |
| ||||||||||||||||
Total certain items, pre-tax |
|
| (264 | ) |
|
| — |
|
|
| (257 | ) |
|
| — |
| ||||||||||||||||
Unallocated corporate costs(b) |
|
| (14 | ) |
|
| (12 | ) |
|
| (26 | ) |
|
| (25 | ) |
|
| (16 | ) |
|
| (14 | ) |
|
| (30 | ) |
|
| (26 | ) |
General unallocated income (expense)(c) |
|
| (1 | ) |
|
| — |
|
|
| 4 |
|
|
| 5 |
|
|
| (3 | ) |
|
| (1 | ) |
|
| (3 | ) |
|
| 6 |
|
Less: Equity in earnings of affiliated companies, net of tax(d) |
|
| (1 | ) |
|
| (1 | ) |
|
| (3 | ) |
|
| (1 | ) |
|
| 1 |
|
|
| 1 |
|
|
| 2 |
|
|
| 3 |
|
Total |
| $ | (29 | ) |
| $ | (26 | ) |
| $ | (51 | ) |
| $ | (105 | ) |
| $ | (298 | ) |
| $ | (29 | ) |
| $ | (319 | ) |
| $ | (49 | ) |
(a) | Certain items are items of expense and income that management does not consider representative of the Company’s fundamental on-going segment results and they are, therefore, excluded from Segment EBIT. |
(b) | Unallocated corporate costs are costs that 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 |
(d) | Equity in earnings of affiliated companies, net of tax, is included in Segment EBIT and is removed in Unallocated and other to reconcile to |
Critical Accounting Policies
The preparation of ourOur consolidated financial statements ishave been prepared in accordanceconformity with accounting principlespolicies generally accepted in the United States (“GAAP”). The 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 under different assumptions or conditions.estimates. Our critical accounting policies have not substantially changed from those described in the 20162017 Form 10-K.10-K, other than our method for accounting for U.S. carbon black inventories which we changed effective October 1, 2017, as described below. We have updated the discussion of the Inventory Valuation, Intangible Asset and Goodwill Impairment, and Long-lived Assets Impairment policies included below to reflect recent events.
Inventory Valuation
Effective October 1, 2017, we changed our method of accounting for U.S. carbon black inventories from the LIFO method to the FIFO method. Total U.S. inventories accounted for utilizing the LIFO cost flow assumption represented 7% of total worldwide inventories as of September 30, 2017 prior to this change in method. We believe the FIFO method is preferable because it: (i) conforms the accounting for U.S. carbon black inventories to the inventory valuation methodology for the majority of our other inventories; (ii) better represents how management assesses and reports on the performance of the Reinforcement Materials and Performance Chemicals operating segments that carry U.S. carbon black inventories, as the impact of accounting for this inventory on a LIFO basis has historically been excluded from segment results; (iii) better aligns the accounting for U.S. carbon black inventories with the physical flow of that inventory; and (iv) improves comparability with many of our peers. We applied this change retrospectively to all prior periods presented for which details are presented in Note B of our Notes to the Consolidated Financial Statements (“Note B”).
The cost of Specialty Fluids inventories that are classified as assets held for rent is determined using the average cost method. The cost of all other inventories is determined using the FIFO method.
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. As discussed in Note C of our Notes to the Consolidated Financial Statements, we acquired Tech Blend in November 2017, and the preliminary purchase price allocation included separately identifiable intangible assets of $29 million.
Goodwill is comprised of the purchase price of business acquisitions in excess of the fair value assigned to the net tangible and identifiable intangible assets acquired. Goodwill is not amortized, but is reviewed for impairment annually as of May 31, or when events or changes in the business environment indicate that the carrying value of the reporting unit may exceed its fair value. A reporting unit, for the purpose of the impairment test, is at or below the operating segment level, and constitutes a business for which discrete financial information is available and regularly reviewed by segment management. As part of the Tech Blend acquisition, goodwill of $33 million was generated and is reflected in the Specialty Compounds reporting unit. The other reporting units with goodwill balances are Reinforcement Materials and Fumed Metal Oxides. The separate businesses included within Performance Chemicals are considered separate reporting units. As such, the goodwill balance relative to Performance Chemicals is recorded in the Fumed Metal Oxides and Specialty Compounds reporting units.
Based on our most recent annual goodwill impairment test performed as of May 31, 2017, the fair values of the Reinforcement Materials and Fumed Metal Oxides reporting units were substantially in excess of their carrying values. The fair value of the Purification Solutions reporting unit exceeded its carrying amount by 13%. In the second quarter of fiscal 2018, we determined that it was more likely than not that the carrying value of the Purification Solutions reporting unit exceeded its fair value. Accordingly, we performed the quantitative goodwill impairment test. Refer to Note E of our Notes to the Consolidated Financial Statements (“Note E”) for details on the Purification Solutions goodwill impairment test and the resulting impairment charge recorded.
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 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.
Long-lived Assets Impairment
Our long-lived assets primarily include property, plant and equipment, intangible assets, long-term investments and assets held for rent. The carrying values of long-lived assets are reviewed for impairment whenever events or changes in business circumstances indicate that the carrying amount of an asset may not be recoverable.
To test for impairment of assets, we generally use a probability-weighted estimate of the future undiscounted net cash flows of the assets over their remaining lives to determine if the value of the asset is recoverable. Long-lived assets are grouped with other assets and liabilities at the lowest level for which independent identifiable cash flows are determinable.
An asset impairment is recognized when the carrying value of the asset is not recoverable based on the analysis described above, in which case the asset is written down to its fair value. If the asset does not have a readily determinable market value, a discounted cash flow model may be used to determine the fair value of the asset. In circumstances when an asset does not have separately identifiable cash flows, an impairment charge is recorded when we no longer intend to use the asset. In the second quarter of fiscal 2018, we determined that the long-lived asset group of Purification Solutions was not recoverable. Accordingly, we recorded an impairment charge for the carrying value in excess of the fair value of the asset group. Refer to Note E regarding the results of the recoverability test performed on the long-lived assets of the Purification Solutions segment and the resulting impairment charge recorded.
Results of Operations
Cabot is organized into four reportable business segments: Reinforcement Materials, Performance Chemicals, Purification Solutions and Specialty Fluids. 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 our financial condition and operating results should be read with our consolidated financial statements and accompanying notes.
Definition of Terms and Non-GAAP Financial Measures
When discussing our results of operations, we use several terms as described below.
The term “product mix” refers to the mix of types and grades of products sold or the mix of geographic regions where products are sold, and the positive or negative impact this has on the revenue or profitability of the business and/or segment.
The term “LIFO” includes two factors: (i) the impact of current inventory costs being recognized immediately in Cost of sales under a last-in first-out method, compared to the older costs that would have been included in Cost of sales under a first-in first-out method (“Cost of sales impact”); and (ii) the impact of reductions in inventory quantities, causing historical inventory costs to flow through Cost of sales (“liquidation impact”).
Our discussion under the heading “Provision (Benefit)“(Provision) Benefit for Income Taxes and Reconciliation of Effective Tax Rate to Operating Tax Rate” includes a discussion 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. Our definition of the operating tax rate may not be comparable to the definition used by other companies. Management believes that this non-GAAP financial measure is useful supplemental information because it helps our investors compare our tax rate year to year on a consistent basis and to understand what our tax rate on current operations would be without the impact of these items.
Our discussion under the heading “Second Quarter and First Six Months of Fiscal 20172018 versus Second Quarter and First Six Months of Fiscal 2016—2017—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 the Company’sour 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 “Second Quarter and First Six Months of Fiscal 20172018 versus Second Quarter and First Six Months of Fiscal 2016—2017—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.
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 the Company’sour 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.
Asset impairment charges, which primarily include charges associated with an impairment of goodwill or other long-lived assets.
Inventory reserve adjustment, which resulted from an evaluation performed as part of an impairment analysis.
Global restructuring activities, which include costs or benefits associated with cost reduction initiatives or plant closures and are primarily related 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.
Foreign currency loss on devaluation,Acquisition and integration-related charges, which representsinclude transaction costs, redundant costs incurred during the impactperiod of controlled currency devaluations onintegration, and costs associated with transitioning certain management and business processes to our net monetary assets denominated in that currency. In fiscal 2016, this applied to currency exchange rate changes in Argentina and Venezuela.processes.
Gains (losses) on sale of investments, which primarily relate to the sale of investments accounted for using the cost method.
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.
Asset impairment charges, which primarily include charges associated with an impairment of goodwill or other long-lived assets.
Acquisition and integration-related charges, which include transaction costs, redundant costs incurred during the period of integration, and costs associated with transitioning certain management and business processes to Cabot’s processes.
During the second quarter of fiscal 2017, income2018, Income (loss) from continuing operations before income taxes and equity in earnings of affiliated companies increaseddecreased compared to the second quarter of fiscal 2016 primarily2017 due to higher volumes and favorable unit margins,after-tax impairment charges of $224 million related to the assets of our Purification Solutions segment, partially offset by higher fixed costs and the negative impact from foreign currency translation. During the first six months of fiscal 2017, income (loss) from continuing operations before income taxes and equity in earnings of affiliated companies increased compared to the first six months of fiscal 2016 primarily due to higher volumes across all segments and higher unit margins in the Reinforcement Materials. In addition,Materials segment from favorable spot pricing in Asia and the first six months of 2016, we recorded charges associated with restructuring plans, including costs associated with the closure of our facility in Merak, Indonesia, which did not reoccur in the first six months of 2017.impact from calendar year 2018 tire customer agreements.
Second Quarter of Fiscal 20172018 versus Second Quarter of Fiscal 2016—2017—Consolidated
Net Sales and Other Operating Revenues and Gross Profit
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||||||||||||||||||
|
| March 31, |
|
| March 31, |
|
| Three Months Ended March 31 |
|
| Six Months Ended March 31 |
| ||||||||||||||||||||
|
| 2017 |
|
| 2016 |
|
| 2017 |
|
| 2016 |
|
| 2018 |
|
| 2017 |
|
| 2018 |
|
| 2017 |
| ||||||||
|
| (In millions) |
|
| (In millions) |
| ||||||||||||||||||||||||||
Net sales and other operating revenues |
| $ | 678 |
|
| $ | 568 |
|
| $ | 1,289 |
|
| $ | 1,171 |
|
| $ | 818 |
|
| $ | 678 |
|
| $ | 1,538 |
|
| $ | 1,289 |
|
Gross profit |
| $ | 169 |
|
| $ | 150 |
|
| $ | 326 |
|
| $ | 249 |
|
| $ | 190 |
|
| $ | 169 |
|
| $ | 368 |
|
| $ | 328 |
|
The $110$140 million increase in net sales in the second quarter of fiscal 20172018 compared to the second quarter of fiscal 20162017 was primarily driven by higher volumes ($49 million) across all segments and a more favorable price and product mix ($68(combined $93 million). The increase predominantly in volumesReinforcement Materials and morethe favorable price and product mix was partially offset by the unfavorable impact from foreign currency translation ($1242 million). For the first six months of fiscal 2017,2018, net sales increased $118$249 million compared to the first six months of fiscal 20162017 primarily due to higher volumes ($69 million) and a more favorable price and product mix ($61173 million). These increases were partially offset by predominantly in Reinforcement Materials, the unfavorablefavorable impact from foreign currency translation ($1555 million) and higher volumes ($24 million). The higher volumes were driven by the Reinforcement Materials and Performance Chemicals segments (combined $37 million) and were partially offset by Purification Solutions and Specialty Fluids (combined $13 million).
Gross profit increased by $19$21 million in the second quarter of fiscal 20172018 compared to the second quarter of fiscal 20162017, primarily due to higher volumes in Performance Chemicals and Reinforcement Materials and higher unit margins in Reinforcement Materials.Materials, the favorable impact from foreign currency translation and the favorable impact from changing inventory levels, partially offset by higher fixed costs. For the first six months of fiscal 2017, gross profit increased by $77$40 million primarily due to higher volumes across all segments and higher unit margins in Reinforcement Materials.Materials and the favorable impact from foreign currency translation, partially offset by higher fixed costs.
Selling and Administrative Expenses
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||
|
| March 31, |
|
| March 31, |
| ||||||||||
|
| 2017 |
|
| 2016 |
|
| 2017 |
|
| 2016 |
| ||||
|
| (In millions) |
| |||||||||||||
Selling and administrative expenses |
| $ | 65 |
|
| $ | 62 |
|
| $ | 128 |
|
| $ | 133 |
|
|
| Three Months Ended March 31 |
|
| Six Months Ended March 31 |
| ||||||||||
|
| 2018 |
|
| 2017 |
|
| 2018 |
|
| 2017 |
| ||||
|
| (In millions) |
| |||||||||||||
Selling and administrative expenses |
| $ | 78 |
|
| $ | 65 |
|
| $ | 147 |
|
| $ | 128 |
|
Selling and administrative expenses increased by $3$13 million and $19 million in the second quarter and first six months of fiscal 2018 compared to the same periods of fiscal 2017, primarily due to ongoing Corporate projects and higher incentive compensation accruals.
Research and Technical Expenses
|
| Three Months Ended March 31 |
|
| Six Months Ended March 31 |
| ||||||||||
|
| 2018 |
|
| 2017 |
|
| 2018 |
|
| 2017 |
| ||||
|
| (In millions) |
| |||||||||||||
Research and technical expenses |
| $ | 16 |
|
| $ | 14 |
|
| $ | 31 |
|
| $ | 26 |
|
Research and technical expenses increased by $2 million in the second quarter of fiscal 2017 compared to the same period of fiscal 2016 primarily due to increased spending2018 and $5 million in support of growth in the business. For the first six months of fiscal 2017, selling and administrative expenses decreased by $5 million compared to the first six months of fiscal 2016 primarily due to charges recorded in fiscal 2016 for restructuring actions taken to reduce fixed costs across the Company.
Research and Technical Expenses
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||
|
| March 31, |
|
| March 31, |
| ||||||||||
|
| 2017 |
|
| 2016 |
|
| 2017 |
|
| 2016 |
| ||||
|
| (In millions) |
| |||||||||||||
Research and technical expenses |
| $ | 14 |
|
| $ | 11 |
|
| $ | 26 |
|
| $ | 27 |
|
Research and technical expenses increased by $3 million in the second quarter of fiscal 20172018 compared to the same periodperiods of fiscal 20162017, primarily due to higher spending on growth projects across the segments.Company. For the first six months of fiscal 2017, research and technical
expenses decreased by $1 million compared to the first six months of fiscal 2016 primarily due to charges recorded in fiscal 2016 for restructuring actions taken to reduce fixed costs across the Company.
Interest and Dividend Income, Interest Expense and Other Income (Expense)
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||||||||||||||||||
|
| March 31, |
|
| March 31, |
|
| Three Months Ended March 31 |
|
| Six Months Ended March 31 |
| ||||||||||||||||||||
|
| 2017 |
|
| 2016 |
|
| 2017 |
|
| 2016 |
|
| 2018 |
|
| 2017 |
|
| 2018 |
|
| 2017 |
| ||||||||
|
| (In millions) |
|
| (In millions) |
| ||||||||||||||||||||||||||
Interest and dividend income |
| $ | 2 |
|
| $ | 2 |
|
| $ | 4 |
|
| $ | 3 |
|
| $ | 3 |
|
| $ | 2 |
|
| $ | 6 |
|
| $ | 4 |
|
Interest expense |
| $ | (13 | ) |
| $ | (14 | ) |
| $ | (26 | ) |
| $ | (27 | ) |
| $ | (14 | ) |
| $ | (13 | ) |
| $ | (27 | ) |
| $ | (26 | ) |
Other income (expense) |
| $ | (1 | ) |
| $ | (3 | ) |
| $ | 1 |
|
| $ | (11 | ) |
| $ | (2 | ) |
| $ | (1 | ) |
| $ | 6 |
|
| $ | 1 |
|
Interest and dividend income was consistentincreased by $1 million in the second quarter of fiscal 2017 compared to the same period of fiscal 2016. For2018 and $2 million for the first six months of fiscal 2018 compared to the same periods of fiscal 2017 interest and dividend income increased by $1 million due to interest earned on higher cash balances.
Interest expense decreasedincreased by $1 million in the second quarter of fiscal 20172018 and the first six months of fiscal 20172018 compared to the same periods in fiscal 20162017 primarily due to lowerhigher commercial paper debt balances.balances and higher interest rates.
Other income (expense) changed by $2$1 million in the second quarter of fiscal 20172018 compared to the second quarter of fiscal 2016 and2017, primarily due to the unfavorable comparison of foreign currency movements. Other income (expense) changed by $12$5 million in the first six months of fiscal 20172018 compared to the same period of fiscal 2016. The change in both periods is2017 primarily due to a favorable comparisonthe realized gain on the sale of foreign currency movements, primarily the devaluation of the Argentine peso in fiscal 2016.cost-method investments.
Provision (Benefit)(Provision) Benefit for Income Taxes and Reconciliation of Effective Tax Rate to Operating Tax Rate
|
| Three Months Ended |
|
| Six Months Ended |
|
| Three Months Ended March 31 |
|
| Six Months Ended March 31 |
| ||||||||||||||||||||
|
| March 31, |
|
| March 31, |
|
| 2018 |
|
| 2017 |
|
| 2018 |
|
| 2017 |
| ||||||||||||||
|
| 2017 |
|
| 2016 |
|
| 2017 |
|
| 2016 |
|
| (Dollars in millions) |
| |||||||||||||||||
|
| (Dollars in millions) |
| |||||||||||||||||||||||||||||
Provision (benefit) for income taxes |
| $ | (1 | ) |
| $ | 11 |
|
| $ | 16 |
|
| $ | 6 |
| ||||||||||||||||
(Provision) benefit for income taxes |
| $ | 7 |
|
| $ | 1 |
|
| $ | (198 | ) |
| $ | (17 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective tax rate |
|
| (1 | )% |
|
| 20 | % |
|
| 11 | % |
|
| 12 | % |
|
| 4 | % |
|
| (1 | )% |
|
| (248 | )% |
|
| 11 | % |
Impact of discrete tax items(a): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Impact of discrete tax items(1): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Unusual or infrequent items |
|
| 25 | % |
|
| (1 | )% |
|
| 12 | % |
|
| 1 | % |
|
| (15 | )% |
|
| 25 | % |
|
| 238 | % |
|
| 12 | % |
Items related to uncertain tax positions |
|
| (1 | )% |
|
| — | % |
|
| 1 | % |
|
| 3 | % |
|
| — | % |
|
| (1 | )% |
|
| 2 | % |
|
| 1 | % |
Other discrete tax items |
|
| 1 | % |
|
| 1 | % |
|
| — | % |
|
| 1 | % |
|
| — | % |
|
| 1 | % |
|
| — | % |
|
| — | % |
Impact of certain items |
|
| — | % |
|
| 5 | % |
|
| — | % |
|
| 8 | % |
|
| 32 | % |
|
| — | % |
|
| 29 | % |
|
| — | % |
Operating tax rate |
|
| 24 | % |
|
| 25 | % |
|
| 24 | % |
|
| 25 | % |
|
| 21 | % |
|
| 24 | % |
|
| 21 | % |
|
| 24 | % |
During the three and six months ended March 31, 2017, we recorded a tax benefit of $1 million and a tax provision of $16 million, resulting in effective tax rates of (1%) and 11%, respectively. For both the three and six months ended March 31, 2017, these amounts