Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

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 every Interactive Data File required to be submitted 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 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.

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 ☒

The Company had ~~56,299,241~~56,323,556 shares of common stock, $1.00 par value per share, outstanding as of ~~August 4, 2022.~~February 6, 2023.


	Three Months Ended June 30						Nine Months Ended June 30						Three Months Ended December 31
	2022			2021			2022			2021			2022			2021
	(In millions, except per share amounts)												(In millions, except per share amounts)
Net sales and other operating revenues	$	1,149		$	917		$	3,209		$	2,505		$	965		$	968
Cost of sales		914			703			2,544			1,884			784			770
Gross profit		235			214			665			621			181			198
Selling and administrative expenses		51			68			196			200			60			71
Research and technical expenses		14			12			41			41			13			13
Loss on sale of business and asset impairment charge (Note D)		2			—			206			—			3			197
Gain on bargain purchase of a business (Note C)		—			—			(24	)		—
Income (loss) from operations		168			134			246			380			105			(83	)
Interest and dividend income		—			2			7			6			6			3
Interest expense		(15	)		(12	)		(38	)		(37	)		(22	)		(12	)
Other income (expense)		(1	)		(1	)		(9	)		(9	)		(5	)		(1	)
Income (loss) before income taxes and equity in earnings of affiliated companies		152			123			206			340			84			(93	)
(Provision) benefit for income taxes		(49	)		(30	)		(73	)		(93	)		(20	)		12
Equity in earnings of affiliated companies, net of tax		3			2			7			3			2			1
Net income (loss)		106			95			140			250			66			(80	)
Net income (loss) attributable to noncontrolling interests, net of tax		9			9			25			29			12			9
Net income (loss) attributable to Cabot Corporation	$	97		$	86		$	115		$	221		$	54		$	(89	)

Weighted-average common shares outstanding:
Basic		56.3			56.7			56.5			56.7			56.3			56.8
Diluted		56.8			57.0			56.9			56.8			56.7			56.8

Earnings (loss) per common share:
Basic	$	1.70		$	1.48		$	2.00		$	3.85		$	0.94		$	(1.57	)
Diluted	$	1.69		$	1.48		$	1.99		$	3.84		$	0.93		$	(1.57	)

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


	Nine Months Ended June 30						Three Months Ended December 31
	2022			2021			2022			2021
	(In millions)						(In millions)
Cash Flows from Operating Activities:
Net income (loss)	$	140		$	250		$	66		$	(80	)
Adjustments to reconcile net income (loss) to cash provided by operating activities:
Depreciation and amortization		111			117			35			39
Loss on sale of business and asset impairment charge		206			—
Gain on bargain purchase of a business		(24	)		—
Purification Solutions loss on sale and asset impairment charge								3			197
Gain on sale of land		(17	)		—			(1	)		—
Deferred tax provision (benefit)		(39	)		4			—			(36	)
Employee benefit plan settlement		—			7
Equity in earnings of affiliated companies		(7	)		(3	)		(2	)		(1	)
Non-cash compensation		17			16
Share-based compensation								6			6
Other non-cash (income) expense		15			10			(4	)		5
Cash dividends received from equity affiliates		1			2			2			—
Changes in assets and liabilities:
Accounts and notes receivable		(286	)		(198	)		80			(57	)
Inventories		(231	)		(125	)		(14	)		(95	)
Prepaid expenses and other assets		(35	)		(15	)		(12	)		(27	)
Accounts payable and accrued liabilities		127			97			(100	)		9
Income taxes payable		18			12			(10	)		3
Other liabilities		(1	)		(17	)		3			(12	)
Cash provided (used) by operating activities		(5	)		157			52			(49	)
Cash Flows from Investing Activities:
Additions to property, plant and equipment		(121	)		(115	)		(35	)		(30	)
Proceeds from sale of business		79			—
Cash paid for acquisition of business, net of cash acquired of $5 and $-		(9	)		—
Proceeds from sale of land		18			—			7			—
Proceeds from sale of Purification Solutions business								6			—
Other		2			5			5			1
Cash provided (used) by investing activities		(31	)		(110	)		(17	)		(29	)
Cash Flows from Financing Activities:
Proceeds from short-term borrowings		26			—			11			—
Proceeds from issuance (repayments) of commercial paper, net		193			46			(48	)		156
Proceeds from long-term debt, net of issuance costs		394			150
Repayments of long-term debt		(357	)		(167	)		(6	)		(5	)
Purchases of common stock		(48	)		(2	)		(17	)		(19	)
Proceeds from sales of common stock		6			5			3			—
Cash dividends paid to noncontrolling interests		(22	)		(20	)		(14	)		(8	)
Cash dividends paid to common stockholders		(63	)		(60	)		(21	)		(21	)
Cash provided (used) by financing activities		129			(48	)		(92	)		103
Effects of exchange rate changes on cash		(49	)		23			41			(15	)
Increase (decrease) in cash, cash equivalents and restricted cash		44			22			(16	)		10
Cash, cash equivalents and restricted cash at beginning of period		170			151			206			170
Cash, cash equivalents and restricted cash at end of period	$	214		$	173		$	190		$	180

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

	Common Stock, Net of Treasury Stock					Additional Paid-in			Retained			Accumulated Other Comprehensive			Total Cabot Corporation Stockholders’			Noncontrolling			Total Stockholders’
	Shares			Cost		Capital			Earnings			Income (Loss)			Equity			Interests			Equity			Common Stock, Net of Treasury Stock					Additional Paid-in			Retained			Accumulated Other Comprehensive			Total Cabot Corporation Stockholders’			Noncontrolling			Total Stockholders’
	(In millions, except share amounts)																							Shares			Cost		Capital			Earnings			Income (Loss)			Equity			Interests			Equity
Balance at September 30, 2021		56,727		$	53	$	24		$	1,159		$	(289	)	$	947		$	143		$	1,090
																								(In millions, except share amounts)
Balance at September 30, 2022																									56,249		$	52	$	1		$	1,284		$	(439	)	$	898		$	134		$	1,032
Net income (loss)										(89	)					(89	)		9			(80	)										54						54			12			66
Total other comprehensive income (loss)													(30	)		(30	)		2			(28	)													81			81			6			87
Cash dividends paid:
Common stock, $0.37 per share										(21	)					(21	)					(21	)
Issuance of stock under equity compensation plans		202			—		—									—						—
Amortization of share-based compensation							6									6						6
Purchase and retirement of common stock		(349	)		—		(19	)		—						(19	)					(19	)
Balance at December 31, 2021		56,580		$	53	$	11		$	1,049		$	(319	)	$	794		$	154		$	948
Net income (loss)										107						107			7			114
Total other comprehensive income (loss)													45			45			1			46
Cash dividends paid:
Common stock, $0.37 per share										(21	)					(21	)					(21	)
Common stock, $0.37 per share																																	(21	)					(21	)					(21	)
Cash dividends declared to noncontrolling interests																—			(14	)		(14	)																			(2	)		(2	)
Issuance of stock under equity compensation plans		72			—		3									3						3			309			1		2									3						3
Amortization of share-based compensation							5									5						5
Share-based compensation																														11									11						11
Purchase and retirement of common stock		(221	)		—		(15	)								(15	)					(15	)		(242	)		—		(14	)		(3	)					(17	)					(17	)
Balance at March 31, 2022		56,431		$	53	$	4		$	1,135		$	(274	)	$	918		$	148		$	1,066
Net income (loss)										97						97			9			106
Total other comprehensive income (loss)													(94	)		(94	)		(9	)		(103	)
Cash dividends paid:
Common stock, $0.37 per share										(21	)					(21	)					(21	)
Cash dividends declared to noncontrolling interests																—						—
Issuance of stock under equity compensation plans		66			—		3									3						3
Amortization of share-based compensation							6									6						6
Purchase and retirement of common stock		(198	)		—		(13	)		(1	)					(14	)					(14	)
Balance at June 30, 2022		56,299		$	53	$	—		$	1,210		$	(368	)	$	895		$	148		$	1,043
Balance at December 31, 2022																									56,316		$	53	$	-		$	1,314		$	(358	)	$	1,009		$	150		$	1,159

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

Common Stock, Net of Treasury Stock

Additional
Paid-in

Retained

Accumulated Other Comprehensive

Total Cabot Corporation Stockholders’

Noncontrolling

Total Stockholders’

Shares

Cost

Capital

Earnings

Income (Loss)

Equity

Interests

Equity

(In millions, except share amounts)

Balance at September 30, 2020

56,467

$
53

$
—

$
989

$
(351
)

$
691

$
123

$
814

Net income (loss)

60

60

10

70

Total other comprehensive income (loss)

89

89

7

96

Cash dividends paid:

Common stock, $0.35 per share

(20
)

(20
)

(20
)
Cash dividends declared to noncontrolling interests

—

(1
)

(1
)
Issuance of stock under equity compensation plans

192

—

1

1

1

Amortization of share-based compensation

4

4

4

Purchase and retirement of common stock

(53
)

—

(2
)

(2
)

(2
)
Amount reclassified to retained earnings in excess of
     additional paid in capital

(3
)

3

—

—

Balance at December 31, 2020

56,606

$
53

$
-

$
1,032

$
(262
)

$
823

$
139

$
962

Net income (loss)

75

75

10

85

Total other comprehensive income (loss)

(74
)

(74
)

(2
)

(76
)
Cash dividends paid:

Common stock, $0.35 per share

(20
)

(20
)

(20
)
Cash dividend declared to noncontrolling interests

(11
)

(11
)
Issuance of stock under equity compensation plans

17

—

1

1

1

Amortization of share-based compensation

6

6

6

Purchase and retirement of common stock

(1
)

—

—

Amount reclassified to retained earnings in excess of
     additional paid in capital

(7
)

7

—

—

Balance at March 31, 2021

56,622

$
53

$
-

$
1,094

$
(336
)

$
811

$
136

$
947

Net income (loss)

86

86

9

95

Total other comprehensive income (loss)

69

69

3

72

Cash dividends paid:

Common stock, $0.35 per share

(20
)

(20
)

(20
)
Cash dividend declared to noncontrolling interests

—

(9
)

(9
)
Issuance of stock under equity compensation plans

103

—

3

3

3

Amortization of share-based compensation

6

6

6

Purchase and retirement of common stock

(2
)

—

—

—

—

—

Amount reclassified to retained earnings in excess of
     additional paid in capital

(9
)

9

—

—

Balance at June 30, 2021

56,723

$
53

$
—

$
1,169

$
(267
)

$
955

$
139

$
1,094

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

C. Acquisition

~~C. Acquisition~~

Tokai Carbon (Tianjin) Co.

OnIn February ~~28,~~ 2022, the Company purchased ~~100%~~100% of the registered capital of Tokai Carbon (Tianjin) Co., a carbon black manufacturing facility, from Tokai Carbon Group for a net purchase price of $9$9 million, consisting of cash consideration of ~~$14~~$14 million, including customary post-closing adjustments, and net of $5$5 million of cash acquired.

The provisional estimates of the fair value of assets and liabilities acquired as of February 28, 2022 are set forth below along with the calculation of the Gain on bargain purchase of a business based on the cash consideration.

(In millions)

Fair value of asset acquired

Cash

$
5

Accounts and notes receivable

5

Inventories

11

Prepaid expenses and other current assets

7

Property, plant and equipment

12

Amounts attributable to assets acquired

40

Fair value of liabilities assumed

Accounts payable and accrued liabilities

(2
)
Amounts attributable to liabilities assumed

(2
)

Total identifiable net assets

38

Cash consideration

14

Gain on bargain purchase of a business

$
24

The excess of the fair value of the net assets over the purchase price was recorded as a gain of $24 million. The Gain on bargain purchase of a business arose primarily due to necessary equipment upgrades that will be required after the purchase to continue to utilize the existing assets.

~~Cabot paid the $14 million of cash consideration during the third quarter of fiscal 2022.~~

D. Divestitures

Sale of Purification Solutions Business

OnIn March 1, 2022, the Company completed the sale of its Purification Solutions business, a reporting segment of the Company, to ~~OEP~~an affiliate of funds advised by One Equity Partners for total ~~expected~~ cash proceeds of ~~approximately $90~~$85 million, net of $7$7 million cash transferred. Upon completion of the sale, the Company received net cash proceeds of $79 million and recorded a receivable for $11 million, which are subject to customary post-closing adjustments. The $11 million receivable is included in Accounts and notes receivable on the Consolidated Balance Sheet at June 30, 2022. The Company expects to settle this receivable by the end of fiscal 2022.

The Company recognized a pre-tax impairment charge ~~on the~~ ~~Purification Solutions~~ ~~business~~ of ~~$197~~$197 million induring the first quarter of fiscal 2022 and a pre-tax loss on sale of the Purification Solutions business of $9$10 million during ~~the first nine months of~~ fiscal 2022. The ~~total after-tax loss on sale and impairment charge was $169 million for the nine months ended June 30, 2022~~.

~~Sale~~purchase price of ~~Marshall Mine~~

In September 2020, the Company entered into an agreement to sell its lignite mine located in Marshall, Texas to ADA Carbon Solutions, LLC (“ADACS”) for a nominal amount. As part of the transaction, the Company agreed to fund a portion of the costs ADACS expects to incur to close the mine. Additionally, in conjunction with the sale of the mine, the Purification Solutions business ~~entered into a long-term supply agreement with ADACS, a producer of lignite-based activated carbon,~~was subject to customary post-closing adjustments, which ~~included an agreement for the Company to fund certain capital expenditures. These liabilities totaled $11 million, which the Company settled in full with ADACS~~were finalized during the ~~second~~first quarter of fiscal ~~2022~~2023 and resulted in ~~connection with the~~an additional pre-tax loss on sale of ~~the Purification Solutions business.~~$3 million.

E. Goodwill and Intangible Assets

The carrying amount of goodwill attributable to each reportable segment ~~with goodwill balances~~ and the changes in those balances during the ~~nine~~three months ended ~~June 30,~~December 31, 2022 are as follows:


	Reinforcement Materials		Performance Chemicals		Total
	(In millions)
Balance at September 30, 2022	$	46	$	83	$	129
Foreign currency impact		2		2		4
Balance at December 31, 2022	$	48	$	85	$	133

Reinforcement
Materials

Performance
Chemicals

Total

(In millions)

Balance at September 30, 2021

$
48

$
92

$
140

Foreign currency impact

(1
)

(3
)

(4
)
Balance at June 30, 2022

$
47

$
89

$
136

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


	June 30, 2022							September 30, 2021							December 31, 2022							September 30, 2022
	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	$	35	$	(8	)	$	27	$	62	$	(12	)	$	50	$	34	$	(8	)		26	$	34	$	(8	)	$	26
Trademarks		3		(1	)		2		11		(1	)		10		2		(1	)		1		2		(1	)		1
Customer relationships		60		(22	)		38		60		(20	)		40		61		(25	)		36		59		(23	)		36
Total intangible assets	$	98	$	(31	)	$	67	$	133	$	(33	)	$	100	$	97	$	(34	)	$	63	$	95	$	(32	)	$	63

Intangible assets are amortized over their estimated useful lives, which range between ten and twenty-five years, with a weighted average amortization period of approximately seventeen ~~years.~~years. Amortization expense was $1$1 million and $2$2 million for the three months ended ~~June 30, 2022 and 2021, respectively, and $5 million and $6 million for the nine months ended June 30,~~December 31, 2022 and 2021, respectively. Amortization expense is included in Cost of sales, Selling and administrative expenses and Research and technical expenses in the Consolidated Statements of Operations. Total amortization expense is estimated to be approximately $6$6 million each year for the next five fiscal years.

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.

~~The amounts~~For both the three months ended December 31, 2022 and 2021, the Company reclassified $1 million of gain associated with net investment hedges, out of AOCI and into interest expense on the Consolidated Statements of ~~Operations in each of the three and nine months ended June 30, 2022 and 2021 were as follows:~~Operations.

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 ~~2021~~2022 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. At no time did this respiratory product line represent a significant portion of the respirator market. In addition to Cabot’s subsidiary, other parties are responsible for significant portions of the costs of these respirator liabilities (as defined in the ~~2021~~2022 10-K, the “Payor Group”). On July 26, 2022, one of the members of the Payor Group, Aearo Technologies (“Aearo”), voluntarily filed for Chapter 11 bankruptcy protection with the stated goal of establishing a trust, funded by Aearo and its parent 3M, to satisfy respirator and other unrelated claims determined to be entitled to compensation. The Company will continue to monitor these proceedings for any impact on its liability for respirator claims.

Cabot has a reserve to cover its expected share of liabilities for pending and future respirator liability claims, which is included in Other liabilities and Accounts payable and accrued liabilities on the Consolidated Balance Sheets. The Company expects these liabilities to be incurred over a number of years. The reserve balance ~~decreased from $44~~was $39 million at both December 31, 2022 and September 30, ~~2021 to $40 million at June 30, 2022, representing the net impact from a charge to the reserve and settlement payments made during the nine month period ended June 30,~~ 2022.

The Company’s current estimate of the cost of its share of pending and future respirator liability claims is based on facts and circumstances existing at this time, including the number and nature of the remaining claims. Developments that could affect the Company’s estimate include, but are not limited to, (i) significant changes in the number of future claims, (ii) changes in the rate of dismissals without payment of pending claims, (iii) significant changes in the average cost of resolving claims, including potential settlements of groups of claims, (iv) significant changes in the legal costs of defending these claims, (v) changes in the nature of claims received or changes in our assessment of the viability of these claims, (vi) trial and appellate outcomes, (vii) changes in the law and procedure applicable to these claims, (viii) the financial viability of the parties that contribute to the payment of respirator claims and developments in the Aearo bankruptcy proceedings, (ix) exhaustion or changes in the recoverability of the insurance coverage maintained by certain members of the Payor Group, or a change in the availability of the indemnity provided by a former owner of AO, (x) changes in the allocation of costs among the various parties paying legal and settlement costs, and (xi) 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. On July 26, 2022, Aearo Technologies (“Aearo”), one of the members of the Payor Group, filed for Chapter 11 bankruptcy protection. The Company is assessing the impact of this development on its potential liability for these respirator

claims. Because reserves are limited to amounts that are probable and estimable as of a relevant measurement date, and there is inherent difficulty in projecting the impact of potential developments on Cabot’s share of liability for these existing and future claims, it is reasonably possible that the liabilities for existing and future claims could change in the near term and that change could be material.

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

J. Earnings Per Share

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


	Three Months Ended December 31
	2022		2021
	(In millions, except per share amounts)
Basic EPS:
Net income (loss) attributable to Cabot Corporation	$	54	$	(89	)
Less: Dividends and dividend equivalents to participating securities		—		—
Less: Undistributed earnings allocated to participating securities(1)		1		—
Earnings (loss) allocated to common shareholders (numerator)	$	53	$	(89	)

Weighted average common shares and participating securities outstanding		57.6		57.7
Less: Participating securities(1)		1.3		0.9
Adjusted weighted average common shares (denominator)		56.3		56.8

Earnings (loss) per common share - basic:	$	0.94	$	(1.57	)

Diluted EPS:
Earnings (loss) allocated to common shareholders	$	53	$	(89	)
Plus: Earnings allocated to participating securities		1		—
Less: Adjusted earnings allocated to participating securities(2)		1		—
Earnings (loss) allocated to common shareholders (numerator)	$	53	$	(89	)

Adjusted weighted average common shares outstanding		56.3		56.8
Effect of dilutive securities:
Common shares issuable(3)		0.4		—
Adjusted weighted average common shares (denominator)		56.7		56.8

Earnings (loss) per common share - diluted:	$	0.93	$	(1.57	)

Three Months Ended June 30

Nine Months Ended June 30

2022

2021

2022

2021

(In millions, except per share amounts)

Basic EPS:

Net income (loss) attributable to Cabot
   Corporation

$
97

$
86

$
115

$
221

Less: Dividends and dividend equivalents
   to participating securities

—

1

1

1

Less: Undistributed earnings allocated to
   participating securities⁽¹⁾

1

1

1

2

Earnings (loss) allocated to common
   shareholders (numerator)

$
96

$
84

$
113

$
218

Weighted average common shares and
   participating securities outstanding

57.2

57.5

57.4

57.4

Less: Participating securities⁽¹⁾

0.9

0.8

0.9

0.7

Adjusted weighted average common
   shares (denominator)

56.3

56.7

56.5

56.7

Earnings (loss) per common share - basic:

$
1.70

$
1.48

$
2.00

$
3.85

Diluted EPS:

Earnings (loss) allocated to common
   shareholders

$
96

$
84

$
113

$
218

Plus: Earnings allocated to
   participating securities

1

1

2

2

Less: Adjusted earnings allocated to
   participating securities⁽²⁾

1

1

2

2

Earnings (loss) allocated to common
   shareholders (numerator)

$
96

$
84

$
113

$
218

Adjusted weighted average common
   shares outstanding

56.3

56.7

56.5

56.7

Effect of dilutive securities:

Common shares issuable⁽³⁾

0.5

0.3

0.4

0.1

Adjusted weighted average common
   shares (denominator)

56.8

57.0

56.9

56.8

Earnings (loss) per common share - diluted:

$
1.69

$
1.48

$
1.99

$
3.84

(1)

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

⁽¹⁾

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

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 December 31
	2022		2021
	(In millions)
Calculation of undistributed earnings (loss):
Net income (loss) attributable to Cabot Corporation	$	54	$	(89	)
Less: Dividends declared on common stock		21		21
Less: Dividends declared on participating securities		—		—
Undistributed earnings (loss)	$	33	$	(110	)

Allocation of undistributed earnings (loss):
Undistributed earnings (loss) allocated to common shareholders	$	32	$	(110	)
Undistributed earnings allocated to participating shareholders		1		—
Undistributed earnings (loss)	$	33	$	(110	)

Three Months Ended June 30

Nine Months Ended June 30

2022

2021

2022

2021

(In millions)

Calculation of undistributed earnings (loss):

Net income (loss) attributable to Cabot Corporation

$
97

$
86

$
115

$
221

Less: Dividends declared on common stock

21

20

63

60

Less: Dividends declared on participating
   securities

—

1

1

1

Undistributed earnings (loss)

$
76

$
65

$
51

$
160

Allocation of undistributed earnings (loss):

Undistributed earnings (loss) allocated to
   common shareholders

$
75

$
64

$
50

$
158

Undistributed earnings allocated to
   participating shareholders

1

1

1

2

Undistributed earnings (loss)

$
76

$
65

$
51

$
160

(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 assumed exercise of stock options issued under Cabot’s equity incentive plans. For the three months ended December 31, 2022, 86,782 incremental shares of common stock were excluded from the calculation of diluted earnings per share because the inclusion of these shares would have been antidilutive. For the three months ended December 31, 2021, 2,356,941 incremental shares of common stock were excluded from the calculation of diluted earnings per share because the inclusion of these shares would have been antidilutive.

⁽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; and (ii) assumed issuance of shares to employees pursuant to the Company’s Deferred Compensation and Supplemental Retirement Plan. For the three and nine months ended June 30, 2022, 169,425 and 204,796 incremental shares of common stock were excluded from the calculation of diluted earnings per share because the inclusion of these shares would have been antidilutive. For the three and nine months ended June 30, 2021, 177,673 and 956,695 incremental shares of common stock were excluded from the calculation of diluted earnings per share because the inclusion of these shares would have been antidilutive.

K. Financial Instruments and Fair Value Measurements

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


Level 1	—	Quoted market prices in active markets for identical assets or liabilities

Level 2	—	Significant other observable inputs (e.g., quoted prices for similar items in active markets, quoted prices for identical or similar items in markets that are not active, inputs other than quoted prices that are observable such as interest rate and yield curves, and market-corroborated inputs)

Level 3	—	Significant unobservable inputs

There were 0no 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 ~~nine~~three months of either fiscal ~~2022~~2023 or ~~2021.~~2022.

At ~~June 30,~~December 31, 2022 and September 30, ~~2021,~~2022, the fair values of cash and cash equivalents, accounts and notes receivable, accounts payable and accrued liabilities, and short-term borrowings and variable rate debt approximated their carrying values due to the short-term nature of these instruments. Each of these financial asset and liability categories is classified as Level 1 within the fair value hierarchy.

At December 31, 2022 and September 30, 2022, Cabot had derivatives relating to foreign currency risks, including a net investment hedge and forward foreign currency contracts, carried at fair value. At ~~June~~December 31, 2022, the fair value of these derivatives was an asset of $15 million and was included in Prepaid expenses and other current assets, and Other assets on the Consolidated Balance Sheets. At September 30, 2022, the fair value of these derivatives was a net asset of less than $1 million and was included in Prepaid expenses and other current assets, Accounts payable and accrued liabilities, and Other liabilities on the Consolidated Balance Sheets. At September 30, 2021, the fair value of these derivatives was a net asset of $3$28 million and was included in Prepaid expenses and other current assets, Accounts payable and accrued liabilities, and Other assets on the Consolidated Balance Sheets. These derivatives are classified as Level 2 instruments within the fair value hierarchy as the fair value determination was based on observable inputs.

At ~~June 30,~~December 31, 2022 and September ~~31, 2021,~~30, 2022, the fair value of guaranteed investment contracts included in Other assets on the Consolidated Balance Sheets was $9$9 million and ~~$10~~$8 million, respectively. Guaranteed investment contracts were classified as Level 2 instruments within the fair value hierarchy as the fair value determination was based on other observable inputs.

At June 30, 2022 and September 30, 2021, the fair values of cash and cash equivalents, accounts and notes receivable, accounts payable and accrued liabilities, and short-term borrowings and variable rate debt approximated their carrying values due to the short-term nature of these instruments. The carrying value and fair value of the long-term fixed rate debt were ~~$1.10~~$1.08 billion and ~~$1.13~~$1.06 billion, respectively, as of ~~June 30,~~both December 31, 2022 and ~~$1.06 billion and $1.13 billion, respectively, as of~~ September 30, ~~2021.~~2022. The fair values of Cabot’s fixed rate long-term debt are estimated based on comparable quoted market prices at the respective period ends. The carrying amounts of Cabot’s floating rate long-term debt and finance and operating 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.

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

~~Also in June 2022, Cabot settled $350 million in unsecured notes with a coupon of 3.7% that were scheduled to mature on July 15, 2022.~~

L. Financial Information by Segment

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

The Company has 2two reportable segments consisting of Reinforcement Materials and Performance Chemicals. The Company’s former Purification Solutions business was a separate reporting segment prior to divestiture in the second quarter of fiscal 2022.

The Reinforcement Materials segment combines the reinforcing carbons and engineered elastomer composites product lines.

The Performance Chemicals segment ~~combines~~aggregates the specialty carbons, specialty compounds, fumed metal oxides, battery materials, inkjet colorants, and aerogel product ~~lines into the Performance Additives business, and combines the specialty compounds and inkjet colorants product lines into the Formulated Solutions business.~~lines. 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 1one reportable segment. ~~The net sales from each of these businesses for the three and nine months ended June 30, 2022 and 2021 were as follows:~~

Three Months Ended June 30

Nine Months Ended June 30

2022

2021

2022

2021

(In millions)

Performance Additives

$
270

$
208

$
763

$
595

Formulated Solutions

102

95

271

269

Total Performance Chemicals

$
372

$
303

$
1,034

$
864

The Purification Solutions segment consisted of the Company’s activated carbon business.

Income (loss) before income taxes (“Segment EBIT”) is presented for each reportable segment in the table below. Segment EBIT excludes Interest expense, general unallocated income (expense), unallocated corporate costs, and 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.

Financial information by reportable segment is as follows:


	Reinforcement Materials		Performance Chemicals		Purification Solutions		Segment Total		Unallocated and Other(1)			Consolidated Total
	(In millions)
Three Months Ended December 31, 2022
Revenues from external customers(3)	$	643	$	286	$	—	$	929	$	36		$	965
Income (loss) before income taxes(4)	$	94	$	29	$	—	$	123	$	(39	)	$	84

Three Months Ended December 31, 2021
Revenues from external customers(2)(3)	$	563	$	306	$	61	$	930	$	38		$	968
Income (loss) before income taxes(4)	$	85	$	52	$	—	$	137	$	(230	)	$	(93	)

Reinforcement
Materials

Performance
Chemicals

Purification
Solutions

Segment
Total

Unallocated
and Other⁽¹⁾

Consolidated
Total

(In millions)

Three Months Ended June 30, 2022

Revenues from external customers⁽²⁾

$
707

$
372

$
—

$
1,079

$
70

$
1,149

Income (loss) before income taxes⁽³⁾

$
113

$
63

$
—

$
176

$
(24
)

$
152

Three Months Ended June 30, 2021

Revenues from external customers⁽²⁾

$
479

$
303

$
69

$
851

$
66

$
917

Income (loss) before income taxes⁽³⁾

$
85

$
54

$
6

$
145

$
(22
)

$
123

Nine Months Ended June 30, 2022

Revenues from external customers⁽²⁾

$
1,875

$
1,034

$
97

$
3,006

$
203

$
3,209

Income (loss) before income taxes⁽³⁾

$
299

$
185

$
—

$
484

$
(278
)

$
206

Nine Months Ended June 30, 2021

Revenues from external customers⁽²⁾

$
1,288

$
864

$
191

$
2,343

$
162

$
2,505

Income (loss) before income taxes⁽³⁾

$
262

$
166

$
6

$
434

$
(94
)

$
340

(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)

Beginning in the fiscal year 2023, the Company began allocating energy center by-product revenue within the applicable segment’s Revenue from external customers. The Company recast prior period financial information to conform to the new presentation. The allocation of such revenue resulted in an increase of $22 million in the Reinforcement Materials segment and $4 million in the Performance Chemicals segment, respectively, with an offsetting decrease in Unallocated and Other revenue for the quarter ended December 31, 2021. There was no impact to the Consolidated Total Revenues from external customers.

(3)

Consolidated Total Revenues from external customers reconciles to Net sales and other operating revenues on the Consolidated Statements of Operations. Revenues from external customers that are categorized as Unallocated and Other reflects royalties, external shipping and handling fees, the impact of unearned revenue, discounting charges for certain Notes receivable, and other by-product revenue. Details are provided in the table below:


	Three Months Ended December 31
	2022		2021
	(In millions)
Shipping and handling fees	$	33	$	39
Other		3		(1	)
Total	$	36	$	38

(4)

Consolidated Total Income (loss) before income taxes reconciles to Income (loss) before income taxes and equity in earnings of affiliated companies on the Consolidated Statements of Operations. Income (loss) before income taxes that are categorized as Unallocated and Other includes:


	Three Months Ended December 31
	2022			2021
	(In millions)
Interest expense	$	(22	)	$	(12	)
Certain items(a)
Gain on sale of land		1			—
Loss on sale of business and asset impairment charge (Note D)		(3	)		(197	)
Legal and environmental matters and reserves		(1	)		(1	)
Acquisition and integration-related charges		(1	)		(1	)
Divestiture related charges		—			(4	)
Global restructuring activities		—			(2	)
Other		—			1
Total certain items, pre-tax		(4	)		(204	)
Unallocated corporate costs(b)		(15	)		(14	)
General unallocated income (expense)(c)		4			1
Less: Equity in earnings of affiliated companies, net of tax(d)		2			1
Total	$	(39	)	$	(230	)

(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, Interest and dividend income, the profit or loss related to the corporate adjustment for unearned revenue and unrealized holding gains (losses) for investments.

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

⁽¹⁾

⁽²⁾

Consolidated Total Revenues from external customers reconciles to Net sales and other operating revenues on the Consolidated Statements of Operations. Revenues from external customers that are categorized as Unallocated and Other reflects royalties, external shipping and handling fees, the impact of unearned revenue, the removal of 100% of the sales of an equity method affiliate, discounting charges for certain Notes receivable, and by-product revenue. Details are provided in the table below:

Three Months Ended June 30

Nine Months Ended June 30

2022

2021

2022

2021

(In millions)

Shipping and handling fees

$
44

$
41

$
124

$
112

By-product sales

28

19

89

54

Other

(2
)

6

(10
)

(4
)
Total

$
70

$
66

$
203

$
162

⁽³⁾	~~Consolidated Total~~ ~~Income (loss) before income taxes~~ reconciles to Income (loss) before income taxes and equity in earnings of affiliated companies on the Consolidated Statements of Operations. Income (loss) before income taxes that are categorized as Unallocated and Other includes:

Three Months Ended June 30

Nine Months Ended June 30

2022

2021

2022

2021

(In millions)

Interest expense

$
(15
)

$
(12
)

$
(38
)

$
(37
)
Certain items^(a)

Gain on bargain purchase of a business (Note C)

—

—

24

—

Gain on sale of land

17

—

17

—

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

(2
)

—

(206
)

—

Legal and environmental matters and reserves

(1
)

—

(9
)

—

Divestiture related charges

—

—

(5
)

—

Acquisition and integration-related charges

(1
)

(2
)

(4
)

(4
)
Global restructuring activities

(1
)

(4
)

(3
)

(8
)
Employee benefit plan settlement and other charges

—

(1
)

—

(6
)
Indirect tax settlement credits

—

12

—

12

Other

—

—

1

(1
)
Total certain items, pre-tax

12

5

(185
)

(7
)
Unallocated corporate costs^(b)

(15
)

(14
)

(45
)

(43
)
General unallocated income (expense)^(c)

(3
)

1

(3
)

(4
)
Less: Equity in earnings of affiliated companies, net
of tax^(d)

3

2

7

3

Total

$
(24
)

$
(22
)

$
(278
)

$
(94
)

^(a)

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

^(d)

The Company’s segments operate globally. In addition to presenting Revenue from external customers by reportable segment, the following tables further disaggregate Revenues from external customers by geographic region.


	Three Months Ended June 30, 2022								Three Months Ended December 31, 2022
	Reinforcement Materials		Performance Chemicals		Purification Solutions		Consolidated Total		Reinforcement Materials		Performance Chemicals		Consolidated Total
	(In millions)								(In millions)
Americas	$	299	$	113	$	—	$	412	$	241	$	89	$	330
Asia Pacific		256		146		—		402		273		126		399
Europe, Middle East and Africa		152		113		—		265		129		71		200
Segment revenues from external customers		707		372		—		1,079		643		286		929
Unallocated and other								70						36
Net sales and other operating revenues							$	1,149					$	965


	Three Months Ended December 31, 2021
	Reinforcement Materials		Performance Chemicals		Purification Solutions		Consolidated Total
	(In millions)
Americas	$	209	$	90	$	27	$	326
Asia Pacific		250		137		8		395
Europe, Middle East and Africa		104		79		26		209
Segment revenues from external customers		563		306		61		930
Unallocated and other								38
Net sales and other operating revenues							$	968

Our critical accounting policies have not substantially changed from those described in the ~~2021~~2022 10-K.

Refer to the discussion under the ~~headings “Recently Adopted Accounting Standards” and~~heading “Recent Accounting Pronouncements” in Note B of our Notes to the Consolidated Financial Statements.

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

Our analysis of our financial condition and operating results should be read with our consolidated financial statements and accompanying notes.

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.

Our discussion under the heading “(Provision) Benefit for Income Taxes and Reconciliation of Effective Tax Rate to Operating Tax Rate” includes a discussion and reconciliation of our “effective tax rate” and our “operating tax rate” for the periods presented, as well as management’s projection of our operating tax rate range for the full fiscal year. Our operating tax rate is a non-GAAP financial measure and should not be considered as an alternative to our effective tax rate, the most comparable GAAP financial measure. The operating tax rate is calculated based upon management's forecast of the annual operating tax rate for the fiscal year applied to adjusted pre-tax earnings. The operating tax rate excludes income tax (expense) benefit on certain items, discrete tax items and, on a quarterly basis the timing of losses in certain jurisdictions. The income tax (expense) benefit on certain items is determined using the applicable rates in the taxing jurisdictions in which the certain items occurred and includes both current and deferred income tax (expense) benefit based on the nature of the certain items. Discrete tax items include, but are not limited to, changes in valuation allowance, uncertain tax positions, and other tax items, such as the tax impact of legislative changes and tax accruals on historic earnings due to changes in indefinite reinvestment assertions. 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 ~~“Third~~“First Quarter of Fiscal ~~2022~~2023 versus ~~Third~~First Quarter of Fiscal ~~2021—~~2022—By Business Segment” includes a discussion of Total segment EBIT, which is a non-GAAP financial measure defined as Income (loss) 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 reportable segments, provides useful supplemental information for our investors as it is an important indicator of our operational strength and performance, allows investors to see our results through the eyes of management, and provides context for our discussion of individual business segment performance. Our definition of Total segment EBIT may not be comparable to the definition used by other companies and it should not be considered an alternative for Income (loss) 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) before income taxes and equity in earnings of affiliated companies is provided under the heading ~~“Third~~“First quarter of Fiscal ~~2022~~2023 versus ~~Third~~First quarter of Fiscal ~~2021—~~2022—By Business Segment”. Investors should consider the limitations associated with this non-GAAP measure, including the potential lack of comparability of this measure from one company to another.

In calculating Total segment EBIT, we exclude from our Income (loss) before income taxes and equity in earnings of affiliated companies (i) items of expense and income that management does not consider representative of our fundamental on-going segment results, which we refer to as “certain items”, and (ii) items that, because they are not controlled by the business segments and primarily benefit corporate objectives, are not allocated to our business segments, such as interest expense and other corporate costs, which include unallocated corporate overhead expenses such as certain corporate salaries and headquarter expenses, plus

costs related to special projects and initiatives, which we refer to as “other unallocated items”. Management believes excluding the items identified as certain items facilitates operating performance comparisons from period to period by eliminating differences

caused by the existence and timing of certain expense and income items that would not otherwise be apparent on a GAAP basis and also facilitates an evaluation of our operating performance without the impact of these costs or benefits. The items of income and expense that we exclude from Total segment EBIT but that are included in our GAAP Income (loss) before income taxes and equity in earnings of affiliated companies, as applicable in a particular reporting period, include, but are not limited to, the following:

During the ~~third~~first quarter of fiscal ~~2022,~~2023, Income (loss) before income taxes and equity in earnings of affiliated companies increased compared to the ~~third~~first quarter of fiscal ~~2021.~~2022. The increase was driven by ~~increased~~an impairment charge related to the divestiture of Purification Solutions of $197 million in fiscal 2022 that did not repeat in fiscal 2023, partially offset by decreased earnings ~~across~~in the fiscal 2023 period in our ~~Reinforcement Materials and~~ Performance Chemicals ~~segments.~~segment.

~~Third~~First quarter of Fiscal ~~2022~~2023 versus ~~Third~~First quarter of Fiscal ~~2021—~~2022—Consolidated

The ~~$232~~$3 million increase in net sales and other operating revenues in the third quarter of fiscal 2022 compared to the third quarter of fiscal 2021 was driven by favorable price and product mix (combined $299 million), higher volumes ($32 million) across our Reinforcement Materials and Performance Chemicals segments, and increased energy center by-product revenue ($9 million). These increases were partially offset by the divestiture of our Purification Solutions business ($69 million) and unfavorable impact from foreign currency translation ($35 million).

~~The $704 million increase~~decrease in net sales and other operating revenues in the first ~~nine months~~quarter of fiscal ~~2022~~2023 compared to the first ~~nine months~~quarter of fiscal ~~2021~~2022 was ~~primarily~~ driven by the unfavorable impact from foreign currency translation ($73 million), the divestiture of our Purification Solutions business ($61 million), and lower volumes ($42 million). These decreases were largely offset by favorable price and product mix (combined ~~$769~~$177 million) in, across our Reinforcement Materials and Performance Chemicals higher volumes ($41 million) driven by Reinforcement Materials, and increased energy center by-product revenue ($35 million). These increases were partially offset by the divestiture of our Purification Solutions business ($94 million) and the unfavorable impact from foreign currency translation ($54 million).

In both the third quarter and the first nine months of fiscal 2022, the favorable price and product mix was driven by favorable 2022 calendar year tire customer agreements and higher prices from higher feedstock and energy costs that are generally passed

through to our customers in the Reinforcement Materials segment, and targeted growth initiatives and price increases to recover rising input costs, including raw material and energy, and other costs, including packaging and transportation, in our Performance Chemicals segment. The increased energy center by-product revenue was due to higher energy prices.segments.

Gross profit ~~increased~~decreased by ~~$21 million in the third quarter of fiscal 2022 compared to the third quarter of fiscal 2021. Gross profit increased by $44~~$17 million in the first ~~nine months~~quarter of fiscal ~~2022~~2023 compared to the first ~~nine months~~quarter of fiscal ~~2021.~~2022. The ~~gross profit increase in both comparative periods~~decrease was primarily due to lower volumes and higher ~~unit margins,~~fixed costs partially offset by higher ~~fixed costs, in the Reinforcement Materials and Performance Chemicals segments.~~unit margins.

Selling and administrative expenses decreased by ~~$17~~$11 million in the ~~third~~first quarter of fiscal ~~2022~~2023 compared to the same period of fiscal ~~2021,~~2022, primarily due to ~~a benefit from~~costs associated with the ~~sale of land adjacent to our Billerica, Massachusetts facility~~Purification Solutions business in ~~the third quarter of fiscal 2022. Selling and administrative expenses decreased by $4 million in the first nine months of~~ fiscal 2022 ~~compared to the same period of~~that did not reoccur in fiscal 2021, primarily due to a benefit from the sale of land adjacent to our Billerica, Massachusetts facility partially offset by a charge related to our legal reserve for respirator matters and divestiture-related charges.2023.

~~Research and technical expenses increased by $2 million in the third quarter of fiscal 2022 compared to the same period of fiscal 2021, primarily due to support of our growth vectors.~~ Research and technical expenses remained flat in the first ~~nine months~~quarter of fiscal ~~2022~~2023 compared to the same period of fiscal ~~2021.~~2022.

Interest and dividend income ~~decreased~~increased by $2$3 million in the ~~third~~first quarter of fiscal ~~2022~~2023 compared to the same period of fiscal ~~2021,~~2022, primarily due to ~~changes in investment holdings.For the nine months ended June 30, 2022, Interest and dividend income increased by $1 million compared to the nine months ended June 30, 2021, primarily due to the change in~~higher interest rates.

Interest expense increased by ~~$3 million and $1~~$10 million in the ~~third~~first quarter of fiscal ~~2022 and for the nine months ended June 30, 2022, respectively,~~2023, as compared to the same ~~periods~~period of fiscal ~~2021,~~2022, primarily due to higher interest ~~rates.~~rates on borrowings under our commercial paper program and on the unsecured notes we issued in June 2022.

Other ~~income (expense) remained flat~~expense increased by $4 million in the ~~third~~first quarter of fiscal ~~2022~~2023 compared to the same periods of fiscal 2021. Included in the fiscal 2022 third quarter balance is $5 million of foreign currency translation losses, primarily from currency devaluation of our monetary assets held in Argentina, partially offset by mark to market benefits on our invested cash balances in Argentina. For the first nine monthsperiod of fiscal 2022, ~~Other income (expense) remained flat with an unfavorable comparison of~~primarily due to foreign currency ~~translation offsetting a charge in fiscal 2021 from~~losses on the ~~settlement~~revaluation of our ~~U.S. pension plan.~~balance sheet exposures, primarily in Argentina.

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

Three Months Ended June 30

2022

2021

(Provision) / Benefit for Income Taxes

Rate

(Provision) / Benefit for Income Taxes

Rate

Dollars in millions

Effective tax rate

$
(49
)

32
%

$
(30
)

24
%
Less: Non-GAAP tax adjustments⁽¹⁾

(15
)

2

Operating tax rate

$
(34
)

24
%

$
(32
)

27
%

Nine Months Ended June 30

2022

2021

(Provision) / Benefit for Income Taxes

Rate

(Provision) / Benefit for Income Taxes

Rate

Dollars in millions

Effective tax rate

$
(73
)

35
%

$
(93
)

27
%
Less: Non-GAAP tax adjustments⁽¹⁾

29

3

Operating tax rate

$
(102
)

26
%

$
(96
)

28
%
(1)

Non-GAAP tax adjustments made to arrive at the operating tax provision include the income tax (expense) benefit on certain items, discrete tax items, and, on a quarterly basis, the timing of losses in certain jurisdictions, as further described above under the heading “Definition of Terms and Non-GAAP Financial Measures”.

⁽¹⁾

For the three months ended ~~June 30,~~December 31, 2022, the (Provision) benefit for income taxes was a provision of ~~$49~~$20 million compared to ~~$30~~a $12 million benefit for the same period in 2021, primarily due to higher earnings in the current period and the ~~accrual~~non-recurring nature of ~~withholding taxes due to a change in indefinite reinvestment assertions on certain entities. For the nine months ended June 30, 2022, the (Provision) benefit for income taxes was a provision of~~ ~~$73 million~~ ~~compared to $93 million for the same period in 2021. Included in the (Provision) benefit for income taxes in the nine months ended June 30, 2022 is a net~~ ~~discrete tax benefit of $22 million primarily comprised of a benefit of $36 million~~an impairment charge related to the divestiture of the Purification Solutions ~~business, and a tax expense of $8 million related to withholding tax accruals on historic earnings due to changes in indefinite reinvestment assertion on certain entities.~~business. Our income taxes are affected by the mix of earnings in the tax jurisdictions in which we operate, and by the presence of valuation allowances in certain tax jurisdictions.

For fiscal ~~2022,~~ 2023, the Operating tax rate is expected to be ~~approximately~~in the range of 24% to 26%. We are not providing a forward-looking reconciliation of the operating tax rate range with an effective tax rate range because, without unreasonable effort, we are unable to predict with reasonable certainty the matters we would allocate to “certain items,” including unusual gains and losses, costs associated with future restructurings, acquisition-related expenses and litigation outcomes. These items are uncertain, depend on various factors, and could have a material impact on the effective tax rate in future periods.

We regularly evaluate the realizability of our net deferred tax assets. As of December 31, 2022, substantially all our U.S. deferred tax assets, net of deferred tax liabilities, were subject to valuation allowances. There is a reasonable possibility that within the next twelve months, sufficient positive evidence may become available to reach a conclusion that all or a significant portion of the valuation allowances will no longer be required. Such a release would result in a material non-cash income tax benefit in our Consolidated Statement of Operations in the period of release and the recording of additional deferred tax assets on our Consolidated Balance Sheet.

Net Income (Loss) Attributable to Noncontrolling Interests


	Three Months Ended June 30				Nine Months Ended June 30				Three Months Ended December 31
	2022		2021		2022		2021		2022		2021
	(In millions)								(In millions)
Equity in earnings of affiliated companies, net of tax	$	3	$	2	$	7	$	3	$	2	$	1
Net income (loss) attributable to noncontrolling interests, net of tax	$	9	$	9	$	25	$	29	$	12	$	9

Equity in earnings of affiliated companies, net of tax, increased by $1 million ~~and $4 million~~ in the ~~third~~first quarter ~~and for the first nine months~~ of fiscal ~~2022, respectively,~~2023, compared to the same ~~periods~~period of fiscal ~~2021~~2022 primarily due to higher profitability at our equity affiliates in India and Venezuela.

Net income (loss) attributable to noncontrolling interests, net of tax, ~~remained flat~~increased by $3 million in the ~~third~~first quarter of fiscal ~~2022~~2023 compared to the same period of fiscal ~~2021. Net income (loss) attributable to noncontrolling interests, net of tax, decreased by $4 million in the nine months ended June 30,~~ 2022 ~~as compared to the same period of fiscal 2021~~ primarily due to ~~lower~~higher profitability atof our ~~China facilities, which were impacted by government required COVID-19-related lock-downs.~~joint venture in the Czech Republic.

Net Income Attributable to Cabot Corporation

In the ~~third~~first quarter ~~and first nine months of~~ fiscal ~~2022,~~2023, we reported Net income (loss) attributable to Cabot Corporation of ~~$97 million and $115~~$54 million, or ~~$1.69~~$0.93 per diluted common ~~share and $1.99 per diluted common share, respectively.~~share. This compares to Net income (loss) attributable to Cabot Corporation of ~~$86 million and $221~~($89) million, or ~~$1.48~~($1.57) per diluted common share, ~~and $3.84 per diluted common share, respectively,~~ in the ~~third~~first quarter ~~and first nine months~~ of fiscal ~~2021.~~2022. The higher net income in the ~~third~~first quarter of fiscal ~~2022 compared with the same period in fiscal 2021 is primarily due to improved Total segment EBIT. The lower net income in the nine months ended June 30, 2022,~~2023 compared with the same period in fiscal 2022 is primarily due to an impairment charge associated with the divestiture of Purification Solutions ~~loss on sale and asset impairment charge, partially offset by increased Total segment EBIT.~~in fiscal 2022 that did not reoccur in fiscal 2023.

~~Third~~23

First quarter of Fiscal ~~2022~~2023 versus ~~Third~~First quarter of Fiscal ~~2021—~~2022—By Business Segment

Income (loss) before income taxes and equity in earnings of affiliated companies, certain items, other unallocated items, and Total segment EBIT for the three ~~and nine~~ months ended ~~June 30,~~December 31, 2022 and 2021 are set forth in the table below. The details of certain items and other unallocated items are shown below and in Note L of our Notes to the Consolidated Financial Statements.


	Three Months Ended June 30						Nine Months Ended June 30						Three Months Ended December 31
	2022			2021			2022			2021			2022			2021
	(In millions)												(In millions)
Income (loss) before income taxes and equity in earnings of affiliated companies	$	152		$	123		$	206		$	340		$	84		$	(93	)
Less: Certain items		12			5			(185	)		(7	)		(4	)		(204	)
Less: Other unallocated items		(36	)		(27	)		(93	)		(87	)		(35	)		(26	)
Total segment EBIT	$	176		$	145		$	484		$	434		$	123		$	137

In the ~~third~~first quarter of fiscal ~~2022,~~2023, Income (loss) before income taxes and equity in earnings of affiliated companies increased by ~~$29~~$177 million and Total segment EBIT ~~increased~~decreased by ~~$31~~$14 million.

~~In the first nine months of fiscal 2022,~~ The increase in Income (loss) before income taxes and equity in earnings of affiliated companies ~~decreased by $134~~was largely driven an impairment charge of $197 million ~~primarily due~~related to the sale of the Purification Solutions ~~loss on sale and asset impairment charge of $206 million, partially offset by increased~~business in fiscal 2022 that did not reoccur in fiscal 2023. The decrease in Total segment EBIT was driven by lower volumes in both the Reinforcement Materials and Performance Chemicals segments (combined $21 million). The lower volumes in the first quarter of ~~$50 million~~fiscal 2023 were driven by year-end customer destocking and ~~gain on~~ the ~~Tokai Carbon acquisition~~impact of ~~$24 million.~~COVID-19 outbreaks in China.

Certain Items

Details of the certain items for the three ~~and nine~~ months ended ~~June 30,~~December 31, 2022 and 2021 are as follows:

	Three Months Ended June 30						Nine Months Ended June 30
	2022			2021			2022			2021			Three Months Ended December 31
	(In millions)												2022			2021
Gain on bargain purchase of a business (Note C)	$	—		$	—		$	24		$	—
													(In millions)
Gain on sale of land		17			—			17			—			1			—
Loss on sale of business and asset impairment charge (Note D)		(2	)		—			(206	)		—			(3	)		(197	)
Legal and environmental matters and reserves		(1	)		—			(9	)		—			(1	)		(1	)
Acquisition and integration-related charges														(1	)		(1	)
Divestiture related charges		—			—			(5	)		—			—			(4	)
Acquisition and integration-related charges		(1	)		(2	)		(4	)		(4	)
Global restructuring activities		(1	)		(4	)		(3	)		(8	)		—			(2	)
Employee benefit plan settlement and other charges		—			(1	)		—			(6	)
Indirect tax settlement credits		—			12			—			12
Other		—			—			1			(1	)		—			1
Total certain items, pre-tax		12			5			(185	)		(7	)		(4	)		(204	)
Non-GAAP tax adjustments		(15	)		2			29			3			1			42
Total certain items, after tax	$	(3	)	$	7		$	(156	)	$	(4	)	$	(3	)	$	(162	)

Other Unallocated Items


	Three Months Ended June 30						Nine Months Ended June 30						Three Months Ended December 31
	2022			2021			2022			2021			2022			2021
	(In millions)												(In millions)
Interest expense	$	(15	)	$	(12	)	$	(38	)	$	(37	)	$	(22	)	$	(12	)
Unallocated corporate costs		(15	)		(14	)		(45	)		(43	)		(15	)		(14	)
General unallocated income (expense)		(3	)		1			(3	)		(4	)		4			1
Less: Equity in earnings of affiliated companies, net of tax		3			2			7			3			2			1
Total other unallocated items	$	(36	)	$	(27	)	$	(93	)	$	(87	)	$	(35	)	$	(26	)

A discussion of items that we refer to as “other unallocated items” can be found under the heading “Definition of Terms and Non-GAAP Financial Measures”. The balances of unallocated corporate costs are primarily comprised of expenditures related to managing a public company that are not allocated to the segments and corporate business development costs related to ongoing corporate projects. The balances of General unallocated income (expense) consist of gains (losses) arising from foreign currency transactions, net of other foreign currency risk management activities, the profit or loss related to the corporate adjustment for unearned revenue and ~~the impact of including the full operating results of a contractual joint venture in Purification Solutions segment EBIT and~~ unrealized holding gains (losses) for investments.

Reinforcement Materials

Sales and EBIT for Reinforcement Materials for the ~~third~~first quarter ~~and first nine months~~ of fiscal ~~2022~~2023 and ~~2021~~2022 were as follows:


	Three Months Ended June 30				Nine Months Ended June 30				Three Months Ended December 31
	2022		2021		2022		2021		2022		2021
	(In millions)								(In millions)
Reinforcement Materials Sales	$	707	$	479	$	1,875	$	1,288	$	643	$	563
Reinforcement Materials EBIT	$	113	$	85	$	299	$	262	$	94	$	85

Sales in Reinforcement Materials increased by ~~$228~~$80 million in the ~~third~~first quarter of fiscal ~~2022~~2023 compared to the same period of fiscal ~~2021,~~2022, primarily due to a favorable price and product mix (combined ~~$227 million) and higher volumes ($22~~$161 million), partially offset by the unfavorable impact from foreign currency translation ($20 million). The favorable price and product mix was primarily due to favorable 2022 calendar year tire customer agreements and higher feedstock and energy costs that are generally passed through to our customers. The higher volumes in fiscal 2022 were driven by stronger demand across all regions, particularly in Europe and the Americas.

In the first nine months of fiscal 2022, sales in Reinforcement Materials increased by $587 million compared to the first nine months of fiscal 2021. The increase was primarily due to a favorable price and product mix (combined $56951 million) and ~~higher~~lower volumes ($~~52 million), partially offset by unfavorable impact from foreign currency translation ($33~~28 million). The favorable price and product mix was primarily due to favorable 2022 calendar year customer ~~agreements and higher feedstock and energy costs that are generally passed through to our customers.~~agreements. The ~~higher~~lower volumes in the first quarter of fiscal ~~2022~~2023 were driven by ~~stronger demand across all regions.~~year-end customer destocking and the impact of COVID-19 outbreaks in China.

EBIT in Reinforcement Materials in the ~~third~~first quarter of fiscal ~~2022~~2023 increased by ~~$28~~$9 million compared to the same period of fiscal ~~2021.~~2022. During the ~~third~~first quarter of fiscal ~~2022,~~2023, the segment had higher unit margins ($~~37 million) and 5% higher volumes ($9~~36 million) partially offset by 5% lower volumes ($10 million), higher fixed ~~cost~~costs ($1211 million) and the unfavorable impact from foreign currency exchange ($5 million). The higher unit margins were primarily driven by favorable pricing and product mix in the 2022 calendar year ~~tire~~ customer agreements. The ~~higher volume was due to increased demand across all regions, particularly~~lower volumes in ~~Europe~~the first quarter of fiscal 2023 were driven by year-end customer destocking and the ~~Americas.~~impact of COVID-19 outbreaks in China. The higher fixed costs were primarily due to increased costs associated with utilities and maintenance.

EBIT in Reinforcement Materials increased by $37 million in the first nine months of fiscal 2022 compared to the same period of fiscal 2021. The increase was driven by higher unit margins ($61 million) and higher volumes ($24 million) partially offset by higher fixed cost ($39 million) and unfavorable impact from foreign currency exchange ($9 million). The higher unit margins were primarily driven by favorable 2022 calendar year customer agreements and benefit of higher energy prices on our energy center and yield benefits. The higher volume was due to increased demand in all regions. The higher fixed costs were primarily due to increased costs associated with utilities and maintenance.

As we look to the ~~fourth~~second quarter of the fiscal year, we expect ~~demand~~margins to ~~remain strong despite seasonally lower volumes~~improve based on favorable pricing and product mix in ~~Europe.~~the 2023 calendar year customer agreements. We also expect an increase in fixed manufacturing costs from higher inflationary impacts on our costs, including higher maintenance costs as a result of scheduled annual turnaround activities.

Performance Chemicals

Sales and EBIT for Performance Chemicals for the ~~third~~first quarter ~~and first nine months~~ of fiscal ~~2022~~2023 and ~~2021~~2022 were as follows:

	Three Months Ended June 30				Nine Months Ended June 30
	2022		2021		2022		2021		Three Months Ended December 31
	(In millions)								2022		2021
Performance Additives Sales	$	270	$	208	$	763	$	595
Formulated Solutions Sales		102		95		271		269
									(In millions)
Performance Chemicals Sales	$	372	$	303	$	1,034	$	864	$	286	$	306
Performance Chemicals EBIT	$	63	$	54	$	185	$	166	$	29	$	52

Sales in Performance Chemicals ~~increased~~decreased by ~~$69~~$20 million in the ~~third~~first quarter of fiscal ~~2022~~2023 compared to the same period of fiscal ~~2021,~~2022, primarily due to the unfavorable impact from foreign currency translation ($22 million) and lower volumes ($13 million), partially offset by favorable price and product mix (combined $72 million) and higher volumes ($11 million), partially offset by unfavorable impact from foreign currency translation ($14 million). The favorable price and product mix was due to increased pricing to recover rising input costs across the segment. The higher volumes were due to continued momentum in sales to battery materials applications.

In the first nine months of fiscal 2022, sales in Performance Chemicals increased by $170 million compared to the same period of fiscal 2021, primarily due to favorable price and product mix (combined $200 million), partially offset by unfavorable impact from foreign currency translation ($21 million) and lower volumes ($11$16 million). The favorable price and product mix was due to increased pricing to recover rising input costs across the segment. The lower volumes ~~were primarily due to plant downtime of a fence-line partner in our fumed metal oxides product line~~ in the first quarter of fiscal 2023 were driven by year-end customer destocking, demand softness in key end market such as construction, and ~~a flood-related plant outage at our Belgium specialty compounds site, partially offset by continued momentum~~the impact of COVID-19 outbreaks in ~~our growth vectors in battery materials and inkjet applications.~~China.

EBIT in Performance Chemicals ~~increased~~decreased by $9$23 million in the ~~third~~first quarter of fiscal 2023 compared to the first quarter of fiscal 2022 ~~compared to the third quarter of fiscal 2021~~ primarily due to lower volumes ($11 million), higher ~~unit margins~~fixed costs ($178 million) and ~~volumes ($5 million), partially offset by higher fixed cost ($10 million) and~~the unfavorable impact from foreign currency exchange ($34 million). Higher unit margins were driven by strong pricing in our specialty carbons, fumed metal oxides and specialty compounds product lines. The higher volumes were due to continued momentum in sales to battery materials applications. Fixed costs increased as a result of the start-up of our new site in Xuzhou, China, higher utilities cost~~and general inflationary cost increases.~~

EBIT in Performance Chemicals increased by $19 million in the first nine months of fiscal 2022 compared to the same period of fiscal 2021 primarily due to higher unit margins ($46 million), partially offset by lower volumes ($4 million), higher fixed cost ($19 million) and unfavorable impact from foreign currency exchange ($5 million). Higher unit margins were driven by strong pricing and favorable product mix in our specialty carbons and fumed metal oxides product lines. The lower volumes ~~were primarily due to plant downtime of a fence-line partner in our fumed metal oxides product line~~ in the first quarter of fiscal 2023 were driven by year-end customer destocking, demand softness in key end markets such as construction, and ~~a flood-related plant outage at~~the impact of COVID-19 outbreaks in China. Higher fixed costs were primarily driven by costs associated with new capacity additions and the restarting of our Pepinster, Belgium specialty compounds ~~site, partially offset by continued momentum in battery materials applications. Fixed costs increased in support of our growth vectors and~~plant, as well as higher ~~utilities cost and general inflationary cost increases.~~utility costs.

As we look ahead to the ~~fourth~~second quarter of the fiscal year, we expect that ~~unit margins~~volumes will ~~remain strong and sequential volume growth~~begin to recover due to an expected increase in ~~battery materials and inkjet applications. However,~~ we ~~anticipate~~demand across all product lines. We also expect higher fixed costs ~~due to timing of maintenance activities, and related reduction of inventory levels. We continue to expect high~~associated with our new capacity additions, as well as higher utility ~~cost.~~costs.

Purification Solutions

Sales and EBIT for Purification Solutions for the ~~third~~first quarter ~~and first nine months~~ of fiscal ~~2022~~2023 and ~~2021~~2022 were as follows:


	Three Months Ended June 30				Nine Months Ended June 30				Three Months Ended December 31
	2022		2021		2022		2021		2022		2021
	(In millions)								(In millions)
Purification Solutions Sales	$	—	$	69	$	97	$	191	$	—	$	61
Purification Solutions EBIT	$	—	$	6	$	—	$	6	$	—	$	—

We divested the Purification Solutions business in March 2022. Refer to Note D of our Notes to the Consolidated Financial Statements.

Liquidity and Capital Resources

Overview

Our liquidity position, as measured by cash and cash equivalents plus borrowing availability, ~~decreased~~increased by ~~$176~~$57 million during the first ~~nine~~three months of fiscal ~~2022,~~2023, which was due to a ~~higher~~lower outstanding commercial paper balance at the end of the period. The higher commercial paper balance was used to fund an increase in net working capital resulting from the impact of rising raw material costs on our inventory balance and higher prices on our accounts receivables balance. As of ~~June 30,~~December 31, 2022, we had cash and cash equivalents of ~~$208~~$190 million and borrowing availability under our revolving credit agreements of $930 million.

~~As of June 30, 2022, we had~~We have access to borrowings under the following two credit agreements:

•

$1 billion unsecured revolving credit agreement (the “U.S. Credit Agreement”) with JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, and the other lenders party thereto, which matures in August 2026, subject to a one-year option to extend the maturity, exercisable on or prior to August 6, 2023. The U.S. Credit Agreement supports our issuance of commercial paper, and borrowings under it may be used for working capital, letters of credit and other general corporate purposes.

•

€300 million unsecured revolving credit agreement (the “Euro Credit Agreement”, and together with the U.S. Credit Agreement, the “Credit Agreements”), with Wells Fargo Bank, National Association, as Administrative Agent, and the other lenders party thereto, which matures in May 2024 or earlier if the U.S. Credit Agreement should terminate early. Borrowings under the Euro Credit Agreement may be used for the repatriation of earnings of our foreign subsidiaries to the United States, the repayment of indebtedness of our foreign subsidiaries owing to us or any of our subsidiaries and for working capital and general corporate purposes.

•

$1 billion unsecured revolving credit agreement (the “U.S. Credit Agreement”) with JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, and the other lenders party thereto, which matures in August 2026, subject to two one-year options to extend the maturity, exercisable on or prior to August 6, 2022 and August 6, 2023. The U.S. Credit Agreement supports our issuance of commercial paper, and borrowings under it may be used for working capital, letters of credit and other general corporate purposes.

•

€300 unsecured revolving credit agreement (the “Euro Credit Agreement”, and together with the U.S. Credit Agreement, the “Credit Agreements”), with Wells Fargo Bank, National Association, as Administrative Agent, and the other lenders party thereto, which matures in May 2024 or earlier if the U.S. Credit Agreement should terminate early. Borrowings under the Euro Credit Agreement may be used for the repatriation of earnings of our foreign subsidiaries to the United States, the repayment of indebtedness of our foreign subsidiaries owing to us or any of our subsidiaries and for working capital and general corporate purposes.

As of ~~June 30,~~December 31, 2022, we were in compliance with the debt covenants under the Credit Agreements, which, with limited exceptions, require us to comply on a quarterly basis with a leverage test requiring the ratio of consolidated net debt to consolidated EBITDA not to exceed 3.50 to 1.00. Consolidated net debt is defined as consolidated debt offset by the ~~lessor~~lesser of (i) unrestricted cash and cash equivalents and (ii) $150 million.

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

As of ~~June 30,~~December 31, 2022, we had ~~$264~~$930 million of ~~commercial paper outstanding and~~availability under our Credit Agreements. As of December 31, 2022, we had $116 million of borrowings under the Euro Credit Agreement ~~totaled $122 million.~~

~~In June 2022, we issued $400~~and no outstanding borrowings under the U.S. Credit Agreement. There was $274 million of ~~notes with a coupon~~commercial paper outstanding as of ~~5% that mature on June 30, 2032. These notes are unsecured and interest is payable semi-annually on June 30 and~~ December ~~30, commencing on December 30,~~31, 2022. ~~The net proceeds of this offering were $394 million after deducting discounts and issuance costs.We used a portion of these proceeds to repay $350 million of our notes with a coupon of 3.7% that were scheduled to mature on July 15, 2022.~~

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

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

Cash Flows from Operating Activities

Cash ~~used~~provided by operating activities, which consists of net income adjusted for the various non-cash items included in income, changes in working capital and changes in certain other balance sheet accounts, totaled $5$52 million in the first ~~nine~~three months of fiscal ~~2022~~2023 compared to ~~$157~~$49 million of cash ~~provided~~used by operating activities during the same period of fiscal ~~2021.~~2022.

Cash provided by operating activities in the first three months of fiscal 2023 was driven by business earnings excluding the non-cash impacts of depreciation and amortization of $35 million, which was partially offset by an increase in net working capital of $34 million. The increase in net working capital was largely driven by a decrease in accounts payable and accrued expenses, partially offset by a decrease in accounts receivables.

Cash used by operating activities in the first ~~nine~~three months of fiscal 2022 was driven by an increase in net working capital of ~~$390~~$143 million. The increase in net working capital was driven by an increase in accounts receivable due to higher sales and an increase in inventory driven by a higher cost of raw materials, partially offset by an increase in accounts payable.

Cash provided by operating activities in the first nine months of fiscal 2021 was driven by business earnings excluding the non-cash impact of depreciation and amortization of $117 million, which was partially offset by an increase in net working capital of $226 million. The increase in net working capital was driven by an increase in accounts receivable due to higher sales and an increase in inventory driven by a higher cost of raw materials, partially offset by an increase in accounts payable. Additionally, we made a cash payment of $32.6 million in the first quarter of fiscal 2021 related to a respirator litigation settlement in fiscal 2020.

Cash Flows from Investing Activities

Investing activities consumed ~~$31~~$17 million of cash in the first ~~nine~~three months of fiscal 2023 compared to $29 million in the first three months of fiscal 2022.

In the first three months of fiscal 2023, investing activities included $35 million of capital expenditures for sustaining and compliance capital projects at our operating facilities as well as growth-related capital, including capacity expansion projects in Performance Chemicals, partially offset by proceeds from the sale of land of $7 million, proceeds from the sale of our Purification Solutions business of $6 million, and proceeds from insurance settlements of $6 million.

In the first three months of fiscal 2022, ~~compared to $110 million of cash consumed in the first nine months of fiscal 2021. In both periods,~~ investing activities primarily included capital expenditures for sustaining and compliance capital projects at our operating facilities as well as capacity expansion capital expenditures primarily in the Performance Chemicals segment. Capital expenditures totaled $121 million and $115 million in the first nine months of fiscal 2022 and 2021, respectively. In addition, the first nine months of fiscal 2022 includes $79 million of net cash proceeds from the sale of our Purification Solutions business in March 2022, $18 million of proceeds from the sale of land adjacent to our Billerica, Massachusetts facility, and $9 million of cash paid for the acquisition of Tokai Carbon, net of cash assumed of $5 million.

Capital expenditures for fiscal ~~2022~~2023 are expected to be ~~in the range of $200 million to $225~~approximately $300 million. Our planned capital spending program for fiscal ~~2022~~2023 is primarily for sustaining, compliance and improvement capital projects at our operating facilities as well as capacity expansion capital expenditures in the Performance Chemicals segment.

Cash Flows from Financing Activities

Financing activities ~~provided $129~~consumed $92 million of cash in the first ~~nine~~three months of fiscal ~~2022~~2023 compared to ~~$48~~$103 million of cash ~~used~~provided during the same period of fiscal ~~2021.~~ 2022.

In the first ~~nine~~three months of fiscal 2023, financing activities primarily consisted of the repayment of commercial paper of $48 million, dividend payments to stockholders of $21 million, share repurchases of $17 million, cash dividends paid to noncontrolling interests of $14 million and repayments of long-term debt of $6 million. These payments were partially offset by proceeds from short-term borrowings of $11 million and proceeds from sales of common stock of $3 million.

In the first three months of fiscal 2022, financing activities primarily consisted of ~~the~~ issuance of commercial paper of ~~$193~~$156 million ~~proceeds from short-term borrowings of $26 million, and the June 2022 issuance of~~ ~~$400 million in notes with a coupon of 5% that mature on June 30, 2032, with net proceeds of $394 million after deducting discounts and issuance costs.~~ ~~These proceeds were~~ partially offset by dividend payments to stockholders of ~~$63~~$21 million, share repurchases of ~~$48 million,~~ ~~dividend payments to noncontrolling interests of $22 million,~~ and repayments of long-term debt of $357 million. The repayments of long-term debt includes the June 2022 repayment of our $350 million in notes with a coupon of 3.7% that were to mature in July of 2022.

~~In thefirst nine months of fiscal 2021, financing activities primarily consisted of dividend payments to stockholders of $60~~$19 million, dividend payments to noncontrolling interests of ~~$20~~$8 million, and ~~net repayments from borrowings under our revolvers of $15 million, which consisted of proceeds of $150 million less~~ repayments of ~~$165 million, partially offset by net proceeds from the issuance~~long-term debt of ~~commercial paper of $46~~$5 million.

Forward-Looking Information

This report on Form 10-Q contains “forward-looking statements” under the Federal securities laws. These forward-looking statements address expectations or projections about the future, including our expectations regarding our future business performance and overall ~~prospects;~~prospects, including for margins in our Reinforcement Materials segment, ~~growth, volume growth~~for volumes in our Performance Chemicals segment, and ~~the assumptions underlying our growth expectations;~~for costs in both segments; demand for our products;~~when we expect to receive the balance of the cash purchase price for our sale of our Purification Solutions business;~~ the sufficiency of our cash on hand, cash provided from operations and cash available under our credit and commercial paper facilities to fund our cash requirements; anticipated capital spending; regulatory developments; ~~expected insurance proceeds related to flooding at our Pepinster, Belgium facility;~~ cash requirements and uses of available cash, including future cash outlays associated with respirator liabilities and the timing of such outlays; ~~exposure to interest rate and foreign exchange risk;~~ amortization expenses; our operating tax rate; and the possible outcome of legal and environmental proceedings. From time to time, we also provide forward-looking statements in other materials we release to the public and in oral statements made by authorized officers.

Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, potentially inaccurate assumptions, and other factors, some of which are beyond our control or difficult to predict. If known or unknown risks materialize, our actual results could differ materially from those expressed in the forward-looking statements.Importantly, as we

cannot predict the duration or scope of the COVID‐19 pandemic, the negative impact to our results cannot be estimated. Factors that will influence the impact on our business and operations include the duration and extent of the pandemic, the virulence and spread of different strains of the virus and the level and timing of vaccine distribution around the world and its impact on the stability of economic recovery and growth, the degree of disruption in supply chains from global logistics matters resulting from the COVID‐19 pandemic, impacts to manufacturing operations resulting from government-imposed lockdowns, and other general economic consequences of the pandemic. Further, the COVID-19 pandemic has also contributed to increased costs and decreased availability of labor and materials for construction projects, and these factors have increased the costs of our capital improvement projects and may delay our completion of such projects.

In addition to factors described elsewhere in this report, the following are some of the factors that could cause our actual results to differ materially from those expressed in our forward-looking statements: industry capacity utilization and competition from other specialty chemical companies; safety, health and environmental requirements and related constraints imposed on our business; regulatory and financial risks related to climate change developments; volatility in the price and availability of energy and raw materials, including with respect to the Russian invasion of Ukraine; a significant adverse change in a customer relationship or the failure of a customer to perform its obligations under agreements with us; failure to achieve growth expectations from new products, applications and technology developments; failure to realize benefits from acquisitions, alliances, or joint ventures or achieve our portfolio management objectives; negative or uncertain worldwide or regional economic conditions and market opportunities, including from trade relations, global health matters or geo-political conflicts; litigation or legal proceedings; tax rates and fluctuations in foreign currency exchange and interest rates; our inability to complete capacity expansions or other development projects; and the accuracy of the assumptions we used in establishing reserves for our share of liability for respirator claims. These other factors and risks are discussed more fully in our ~~2021~~2022 10-K and in our subsequent SEC filings.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

~~Item 3.~~

~~Quantitative and Qualitative Disclosures About Market Risk~~

Information about market risks for the period ended ~~June 30,~~December 31, 2022 does not differ materially from that discussed under Item 7A of our ~~2021~~2022 10-K.

Item 4. Controls and Procedures

~~Item 4.~~

~~Controls and Procedures~~

As of ~~June 30,~~December 31, 2022, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and our principal financial officer, of the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of that date.

There were no changes in our internal controls over financial reporting that occurred during our fiscal quarter ended ~~June 30,~~December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. As permitted by the rules and regulations of the Securities and Exchange Commission, we excluded from our assessment the internal controls over financial reporting at Tokai Carbon (Tianjin) Co., which was acquired on February 28, 2022, for the period ended ~~June 30,~~December 31, 2022.

Part II. Other Information

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~Item 2.~~

~~Unregistered Sales of Equity Securities and Use of Proceeds~~

Issuer Purchases of Equity Securities

The table below sets forth information regarding Cabot’s purchases of its equity securities during the quarter ended ~~June 30,~~December 31, 2022:


Period	Total Number of Shares Purchased(1)(2)		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)		Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs(1)
October 1, 2022 - October 31, 2022		—	$	—		—		4,253,134
November 1, 2022 - November 30, 2022		70,861	$	72.64		70,861		4,182,273
December 1, 2022 - December 31, 2022		82,107	$	71.19		82,107		4,100,166
Total		152,968				152,968

Period

Total Number of
Shares
Purchased⁽¹⁾⁽²⁾

Average Price
Paid per Share

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

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

April 1, 2022 - April 30, 2022

—

$
—

—

4,518,056

May 1, 2022 - May 31, 2022

196,522

$
68.09

196,522

4,321,534

June 1, 2022 - June 30, 2022

200

$
71.92

200

4,321,334

Total

196,722

196,722

(1)

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

⁽¹⁾

(2)

Total number of shares purchased does not include 89,502 shares withheld to pay taxes on the vesting of equity awards made under the Company's equity incentive plans or to pay the exercise price of options exercised during the period.

⁽²⁾	Total number of shares purchased does not include 2,176 shares withheld to pay taxes on the vesting of equity awards made under the Company's equity incentive plans or to pay the exercise price of options exercised during the period.

Item 6. Exhibits


Exhibit No.	~~Exhibits~~

~~Exhibit No.~~		Description

Exhibit 3.1		Restated Certificate of Incorporation of Cabot Corporation effective January 9, 2009 (incorporated herein by reference to Exhibit 3.1 of Cabot’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2008, file reference 1-5667, filed with the SEC on February 9, 2009).

Exhibit 3.2		The By-laws of Cabot Corporation as amended January 7, 2021 (incorporated herein by reference to Exhibit 3.1 of Cabot Corporation’s Current Report on Form 8-K, file reference 1-5667, filed with the SEC on January 12, 2021).

Exhibit ~~4.1~~31.1*		Indenture, dated June 22, 2022, between Cabot Corporation and U.S. Bank Trust Company, National Association (incorporated herein by reference to Exhibit 4.1 of Cabot Corporation’s Current Report on Form 8-K, file reference 1-5667, filed with the SEC on June 22, 2022).

~~Exhibit 4.2~~		First Supplemental Indenture, dated June 22, 2022, between Cabot Corporation and U.S. Bank Trust Company, National Association, including the form of Global Note attached as Annex A thereto (incorporated herein by reference to Exhibit 4.2 of Cabot Corporation’s Current Report on Form 8-K, file reference 1-5667, filed with the SEC on June 22, 2022).

Exhibit 31.1*		Certification of Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.

Exhibit 31.2*		Certification of Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.

Exhibit 32**		Certifications of the Principal Executive Officer and the Principal Financial Officer pursuant to 18 U.S.C. Section 1350.

Exhibit 101.INS*		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Exhibit 101.SCH*		Inline XBRL Taxonomy Extension Schema Document.

Exhibit 101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Exhibit 101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.

Exhibit 101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.

Exhibit 101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Exhibit 104*		The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~June 30,~~December 31, 2022, formatted in Inline XBRL (included in Exhibit 101).

* Filed herewith.

** Furnished herewith.

SIGNATURES

~~Filed herewith.~~

**	~~Furnished herewith.~~

~~SIGNATURES~~

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	CABOT CORPORATION

Date: ~~August 8, 2022~~February 9, 2023	By:	/s/ Erica McLaughlin
		Erica McLaughlin
		~~Senior~~Executive Vice President and Chief Financial Officer
		(Duly Authorized Officer)


Date: ~~August 8, 2022~~February 9, 2023	By:	/s/ Lisa m. Dumont
		Lisa M. Dumont
		Vice President and Controller (Chief Accounting Officer)


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $1 par value per share	CBT	The New York Stock Exchange


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


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


Large accelerated filer	☒	Accelerated filer	☐

~~Non-accelerated filer~~	☐	~~Smaller reporting company~~	☐
Non-accelerated filer	☐	Smaller reporting company	☐

Emerging growth company	☐


Part I.	Financial Information

	Item 1.	Financial Statements (unaudited)
		Consolidated Statements of Operations	3
		Consolidated Statements of Comprehensive Income (Loss)	4
		Consolidated Balance Sheets	5
		Consolidated Statements of Cash Flows	7
		Consolidated Statements of Changes in Stockholders’ Equity	8
		Notes to the Consolidated Financial Statements	10

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2220
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3128
	Item 4.	Controls and Procedures	3128

Part II.	Other Information

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3229
	Item 6.	Exhibits	3329


	June 30, 2022		June 30, 2021		December 31, 2022		December 31, 2021
	(In millions)				(In millions)
Cash and cash equivalents	$	208	$	173	$	190	$	179
Restricted cash classified within Prepaid expenses and other current assets		6		—		—		1
Cash, cash equivalents and restricted cash	$	214	$	173	$	190	$	180

	(In millions)
Fair value of asset acquired
Cash	$	5
Accounts and notes receivable		5
Inventories		11
Prepaid expenses and other current assets		7
Property, plant and equipment		12
Amounts attributable to assets acquired		40

Fair value of liabilities assumed
Accounts payable and accrued liabilities		(2	)
Amounts attributable to liabilities assumed		(2	)

Total identifiable net assets		38

Cash consideration		14

Gain on bargain purchase of a business	$	24

	Currency Translation Adjustment			Pension and Other Postretirement Benefit Liability Adjustments			Total
	(In millions)									Currency Translation Adjustment			Pension and Other Postretirement Benefit Liability Adjustments			Total
Balance at September 30, 2021, attributable to Cabot Corporation	$	(265	)	$	(24	)	$	(289	)
										(In millions)
Balance at September 30, 2022, attributable to Cabot Corporation										$	(429	)	$	(10	)	$	(439	)
Other comprehensive income (loss) before reclassifications		(28	)		1			(27	)		88			—			88
Amounts reclassified from AOCI		(1	)		—			(1	)		(1	)		—			(1	)
Less: Other comprehensive income (loss) attributable to noncontrolling interests		2			—			2			6			—			6
Balance at December 31, 2021, attributable to Cabot Corporation		(296	)		(23	)		(319	)
Other comprehensive income (loss) before reclassifications		12			1			13
Amounts reclassified from AOCI		33			—			33
Less: Other comprehensive income (loss) attributable to noncontrolling interests		1			—			1
Balance at March 31, 2022, attributable to Cabot Corporation	$	(252	)	$	(22	)	$	(274	)
Other comprehensive income (loss) before reclassifications		(102	)		(1	)		(103	)
Amounts reclassified from AOCI		(1	)		1			—
Less: Other comprehensive income (loss) attributable to noncontrolling interests		(9	)		—			(9	)
Balance at June 30, 2022, attributable to Cabot Corporation	$	(346	)	$	(22	)	$	(368	)
Balance at December 31, 2022, attributable to Cabot Corporation										$	(348	)	$	(10	)	$	(358	)

	Affected Line Item in the Consolidated	Three Months Ended June 30						Nine Months Ended June 30
	Statements of Operations	2022			2021			2022			2021
		(In millions)
Derivatives: net investment hedges
(Gains) losses reclassified to interest expense	Interest expense	$	(1	)	$	(1	)	$	(4	)	$	(4	)
(Gains) losses excluded from effectiveness testing and amortized to interest expense	Interest expense		—			—			1			1
Release of currency translation adjustment	Loss on sale of business and asset impairment charge		—			—			33			—
Pension and other postretirement
Release of actuarial losses and prior service cost (credit)	Loss on sale of business and asset impairment charge		—			—			1			—
Amortization of actuarial losses and prior service cost (credit)	Net Periodic Benefit Cost		1			3			1			4
Settlement charge	Net Periodic Benefit Cost		—			1			—			7
Total before tax		$	—		$	3		$	32		$	8

	Three Months Ended June 30, 2021
	Reinforcement Materials		Performance Chemicals		Purification Solutions		Consolidated Total
	(In millions)
Americas	$	189	$	85	$	28	$	302
Asia Pacific		197		118		9		324
Europe, Middle East and Africa		93		100		32		225
Segment revenues from external customers		479		303		69		851
Unallocated and other								66
Net sales and other operating revenues							$	917

	Nine Months Ended June 30, 2022
	Reinforcement Materials		Performance Chemicals		Purification Solutions		Consolidated Total
	(In millions)
Americas	$	757	$	313	$	43	$	1,113
Asia Pacific		741		420		14		1,175
Europe, Middle East and Africa		377		301		40		718
Segment revenues from external customers		1,875		1,034		97		3,006
Unallocated and other								203
Net sales and other operating revenues							$	3,209

	Nine Months Ended June 30, 2021
	Reinforcement Materials		Performance Chemicals		Purification Solutions		Consolidated Total
	(In millions)
Americas	$	501	$	232	$	79	$	812
Asia Pacific		537		358		27		922
Europe, Middle East and Africa		250		274		85		609
Segment revenues from external customers		1,288		864		191		2,343
Unallocated and other								162
Net sales and other operating revenues							$	2,505

Period	Total Number of Shares Purchased⁽¹⁾⁽²⁾		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs⁽¹⁾		Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs⁽¹⁾
April 1, 2022 - April 30, 2022		—	$	—		—		4,518,056
May 1, 2022 - May 31, 2022		196,522	$	68.09		196,522		4,321,534
June 1, 2022 - June 30, 2022		200	$	71.92		200		4,321,334
Total		196,722				196,722