UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549


FORM 8-K


CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported): April 30, 2014

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On April 30, 2014, Cabot Corporation issued a press release announcing operating results for its second quarter ended March 31, 2014. A copy of the press release is furnished herewith as Exhibit 99.1.  

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.  

      99.1             Press release issued by Cabot Corporation on April 30, 2014

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 hereunto duly authorized.

Date:  April 30, 2014

EXHIBIT INDEX

Exhibit 99.1

Cabot Corp Reports Second Quarter Adjusted EPS of $0.83 and Diluted EPS of $0.54

30% increase in year over year adjusted EPS

BOSTON--(BUSINESS WIRE)--April 30, 2014--Cabot Corporation (NYSE: CBT) today announced results for its second quarter of fiscal year 2014.

Key Highlights

• Strong volumes in Reinforcement Materials and Performance Materials
• Purification Solutions delivered sequential improvement in EBIT
• Announced the divestiture of the Security Materials business for approximately $20 million
• New PROPEL^TM carbon black products launched for tire applications

Commenting on the results, Cabot President and CEO Patrick Prevost, said, “We achieved another strong quarter of business performance in fiscal 2014. The Performance Materials segment delivered a record EBIT and volumes increased as compared to the prior year in both the Performance Materials and Reinforcement Materials segments. Demand in our key end markets improved and we commercialized new capacity. Purification Solutions EBIT improved sequentially as a result of revenue growth and lower fixed costs. At the corporate level, we saw slightly higher unallocated costs associated with increased project activity and a higher tax rate due to the expiration of the R&D tax credit in the U.S. and the geographic mix of earnings. On the strategic front,” Prevost continued, “we announced our plans to divest our Security Materials business at an attractive value for our shareholders. In addition, our new product introductions continue to accelerate and during the quarter we launched a new PROPEL^TM line of carbon black products for tire applications that offer lower rolling resistance and improved durability for our tire customers.”

Financial Detail

For the second quarter of fiscal 2014, net income attributable to Cabot Corporation was $36 million ($0.54 per diluted common share). Due to the agreement to divest the Security Materials business, financial results of this business are included as discontinued operations for all periods presented. Net income includes a per share charge of $0.01 for discontinued operations. Net income also includes a per share charge of $0.28 from certain items, principally reflecting charges associated with restructuring actions and an increase in the environmental reserve. Adjusted EPS for the second quarter of fiscal 2014 was $0.83 per share.

Segment Results

Reinforcement Materials -- Second quarter fiscal 2014 EBIT in Reinforcement Materials increased by $19 million compared to the second quarter of fiscal 2013 principally due to 15% higher volumes from improved demand and the addition of new capacity in China and Mexico. Raw material purchasing savings and benefits from energy efficiency investments also contributed to the improvement in earnings. Sequentially, EBIT decreased by $3 million due to 2% lower volumes reflecting the impact of the Chinese new year holiday during the quarter and a challenging South American economic and political environment.

Global and regional volume changes for Reinforcement Materials for the second quarter of fiscal 2014 as compared to the same quarter of the prior year and the first quarter of fiscal 2014 are included in the table below:

*Regional volumes exclude NHUMO sales.

Performance Materials -- Second quarter fiscal 2014 EBIT in Performance Materials increased by $10 million compared to the second quarter of fiscal 2013 due to an improved product mix and higher volumes. Volumes in Specialty Carbons and Compounds increased 3% and volumes in Fumed Metal Oxides increased 4% as demand improved in our key end markets. Sequentially, Performance Materials EBIT increased by $13 million primarily due to higher volumes. Volumes increased 15% sequentially in Specialty Carbons and Compounds and increased 5% sequentially in Fumed Metal Oxides due to seasonal improvements in demand.

Advanced Technologies -- Second quarter fiscal 2014 EBIT in Advanced Technologies increased by $4 million compared to the second quarter of fiscal 2013. The EBIT increase was driven by higher royalties in the Elastomer Composites business. Sequentially, Advanced Technologies EBIT decreased $13 million as compared to the first quarter of fiscal 2014 due to lower volumes across the segment and a technology milestone payment received in the first quarter in Elastomer Composites that did not reoccur in the second quarter.

Purification Solutions -- Second quarter fiscal 2014 EBIT in Purification Solutions decreased by $4 million compared to the second quarter of fiscal 2013. The EBIT decrease was driven by lower volumes and $2 million of higher costs associated with a higher allocation of functional and indirect costs. Sequentially, Purification Solutions EBIT increased by $5 million driven by higher prices and lower fixed costs. Overall volumes remained relatively flat sequentially as higher air and gas volumes were offset by seasonally lower volumes in other end markets.

Cash Performance -- The Company ended the second quarter of fiscal 2014 with a cash balance of $89 million, a decrease of $16 million from the first quarter of fiscal 2014. During the second quarter of fiscal 2014, the Company generated adjusted EBITDA of $150 million. Uses of cash during the second quarter included $47 million to reduce debt, $28 million for capital expenditures and an increase in net working capital of $22 million. In the first week in April, the Company received cash proceeds of $215 million from the final payment of notes receivable related to the sale of the Supermetals business, which will be reflected on the balance sheet in our third quarter of fiscal 2014.

Taxes -- During the second quarter of fiscal 2014, the Company recorded a net tax provision of $7 million for an effective tax rate of 14%. This includes a tax benefit on certain items of $17 million. Excluding the impact of certain items, the operating tax rate on continuing operations for the second quarter of fiscal 2014 was 28%.

Outlook

“We were pleased to see positive demand trends in our Reinforcement Materials and Performance Materials segments,” Prevost said, commenting on the outlook for the Company. “We expect demand in the tire and automotive industries to continue to improve in 2014 as compared to 2013, albeit at a modest pace. The recent U.S. court ruling that upheld the Mercury and Air Toxics Standards (MATS) regulation, which is scheduled to take effect in April 2015, supports our expectation for growth in the North American activated carbon market. Overall, most geographies are showing signs of modest economic improvement, with the exception of South America. We remain focused on executing our strategy and we are confident in our ability to deliver earnings growth to our shareholders.”

Earnings Call

The Company will host a conference call with industry analysts at 2:00 p.m. Eastern time on Thursday, May 1, 2014. The call can be accessed through Cabot’s investor relations website at http://investor.cabot-corp.com

About Cabot Corporation

Cabot Corporation (NYSE: CBT) is a global specialty chemicals and performance materials company, headquartered in Boston, Massachusetts. The company is a leading provider of rubber and specialty carbons, activated carbon, inkjet colorants , cesium formate drilling fluids, fumed silica, aerogel, and elastomer composites. For more information on Cabot, please visit the company’s website at: http://www.cabotcorp.com.

Forward-Looking Statements -- This earnings release contains forward-looking statements based on management’s current expectations, estimates and projections. All statements that address expectations or projections about the future, including our actions that will drive earnings growth, demand for our products, and expectations for growth are forward-looking statements. These 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 and difficult to predict. If known or unknown risks materialize, or should underlying assumptions prove inaccurate, our actual results could differ materially from past results and from those expressed in the forward-looking statement. Important factors that could cause our results to differ materially from those expressed in the forward-looking statements include, but are not limited to economic, competitive, legal, governmental, and technological factors. These factors are discussed more fully in the reports we file with the Securities and Exchange Commission, particularly our latest annual report on Form 10-K. We assume no obligation to provide revisions to any forward-looking statements should circumstances change, except as otherwise required by securities and other applicable laws.

Explanation of Terms Used and Use of Non-GAAP Financial Measures -- The preceding discussion of our results and the accompanying financial tables report adjusted EPS, total segment earnings before interest and taxes, “Total Segment EBIT”, operating tax rate and adjusted EBITDA, which are non-GAAP financial measures. Our chief operating decision-maker uses these non-GAAP financial measures to evaluate the performance of the Company in terms of profitability. We believe that these measures also assist our investors in evaluating the changes in our results and the Company's performance.

In calculating adjusted EPS, we exclude from our net income per share from continuing operations certain items of expense and income that management does not consider representative of the Company's ongoing operations. Adjusted EPS should be considered as supplemental to, and not as a replacement for, EPS determined in accordance with GAAP. A reconciliation of adjusted EPS to EPS from continuing operations, the most directly comparable GAAP financial measure, and the certain items that are excluded from our calculation of adjusted EPS, are provided in the table titled "Certain Items and Reconciliation of Adjusted EPS and Operating Tax Rate.”

Total Segment EBIT is a non-GAAP performance measure, and should not be considered an alternative for Income (loss) from continuing operations before taxes, the most directly comparable GAAP financial measure. In calculating Total Segment EBIT, we exclude “certain items”, meaning items that management does not consider representative of our fundamental segment results, as well as items that are not allocated to our business segments, such as interest expense and other corporate costs. Our Chief Operating Decision Maker uses segment EBIT to evaluate the operating results of each segment and to allocate resources to the segments. We believe that this non-GAAP measure provides useful supplemental information for our investors as it is an important indicator of the Company’s operational strength and performance. 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. A reconciliation of Total Segment EBIT to Income (loss) from continuing operations before income taxes and equity in net earnings of affiliate companies is provided in the table titled, “Summary Results by Segments.”

The term “operating tax rate” is a non-GAAP financial measure and represents the tax rate on our recurring operating results. This rate excludes discrete tax items, which are unusual or infrequent items that are excluded from the estimated annual effective tax rate and other tax items, including the impact of the timing of losses in certain jurisdictions, cumulative rate adjustment and the impact of certain items on both operating income and tax provision. A reconciliation of operating tax rate to effective tax rate, the most directly comparable GAAP financial measure is provided in the table titled "Certain Items and Reconciliation of Adjusted EPS and Operating Tax Rate.”

“Adjusted EBITDA” is a non-GAAP financial measure and refers to earnings before interest, taxes, depreciation and amortization, excluding items that management does not consider representative of the fundamental segment results. A reconciliation of Adjusted EBITDA from segment EBIT for the second quarter of 2014 is provided on the investor portion of our website at http://investor.cabot-corp.com, under the Non-GAAP Reconciliations section.