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): October 28, 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 October 28, 2014, Cabot Corporation issued a press release announcing operating results for its fourth quarter and full fiscal year ended September 30, 2014. A copy of the press release is furnished herewith as Exhibit 99.1.   

Item 9.01 Financial Statements and Exhibits.

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.

EXHIBIT INDEX

Exhibit 99.1

Cabot Corp Reports Fourth Quarter Adjusted EPS of $0.85 and Diluted EPS of $0.51

Fiscal Year 2014 Adjusted EPS of $3.43 and Diluted EPS of $3.06

BOSTON--(BUSINESS WIRE)--October 28, 2014--Cabot Corporation (NYSE: CBT) today announced results for its fourth quarter and full fiscal year 2014.

Key Highlights

• Delivered record adjusted EPS in fiscal 2014 representing a 17% increase over fiscal 2013
• Strong cash flow generation with fiscal 2014 cash flows from operating activities of $305 million
• Higher year-over-year volumes in Reinforcement Materials and Performance Materials drove improved fourth quarter performance
• Completed sale of Security Materials business for $20 million

Commenting on the results, Cabot President and CEO Patrick Prevost, said, “In fiscal 2014, we delivered $593 million of adjusted EBITDA through record-setting performance in Reinforcement Materials and Performance Materials. We also continued to focus on improving the competitiveness of our businesses through strategic expansions, the introduction of new products, and the execution of key business initiatives. Over the past year, we successfully commercialized our new carbon black plant in China and completed the acquisition of our partner’s share of our joint venture in Mexico. We saw the contribution from a number of new products, particularly for specialized applications such as adhesives, batteries, higher performance tires and toners. We also completed the divestiture of our Security Materials business and received the final payment for the sale of our Supermetals business. We were successful at delivering earnings growth this year as we continued to focus on creating value for our shareholders.”

Prevost continued, “We achieved another strong quarter of business performance in our fourth fiscal quarter. Volumes increased as compared to the prior year quarter in both the Reinforcement Materials and Performance Materials segments as we commercialized new capacity and new products and as demand in our key end markets improved. In Purification Solutions, the operations have stabilized and results improved primarily due to a benefit related to business interruption and property damage insurance recoveries.”

Financial Detail

For the fourth quarter of fiscal 2014, net income attributable to Cabot Corporation was $33 million ($0.51 per diluted common share). Net income includes per share income of $0.08 for discontinued operations related to the sale of the Security Materials business. Net income also includes a per share charge of $0.42 from certain items, principally reflecting charges associated with a valuation allowance on deferred tax assets and restructuring actions. Adjusted EPS for the fourth quarter of fiscal 2014 was $0.85 per share.

Segment Results

Reinforcement Materials -- Fourth quarter fiscal 2014 EBIT in Reinforcement Materials increased by $9 million compared to the fourth quarter of fiscal 2013 principally due to 11% higher volumes from the addition of new capacity in China, our acquisition in Mexico, and growth in North America. Benefits from yield and energy efficiency investments also contributed to the improvement in earnings. Sequentially, EBIT was $5 million lower than our third fiscal quarter due to lower raw material purchasing savings and a less favorable product mix. Volumes in the fourth fiscal quarter were consistent with the third fiscal quarter as growth in China and Southeast Asia offset declines in South America, Europe, and North America.

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

*Regional volumes exclude NHUMO sales.

Performance Materials -- Fourth quarter fiscal 2014 EBIT in Performance Materials increased by $3 million compared to the fourth quarter of fiscal 2013 due to 5% higher volumes in Fumed Metal Oxides and 2% higher volumes in Specialty Carbons and Compounds as demand improved in our key end markets. Sequentially, Performance Materials EBIT decreased by $5 million primarily due to a less favorable product mix. Volumes in the fourth fiscal quarter in Specialty Carbons and Compounds were consistent with our third fiscal quarter while volumes improved by 1% sequentially in Fumed Metal Oxides.

Advanced Technologies -- Fourth quarter fiscal 2014 EBIT in Advanced Technologies decreased by $11 million compared to the fourth quarter of fiscal 2013. The EBIT decrease was driven by lower sales volumes in the Specialty Fluids business. Sequentially, Advanced Technologies EBIT increased by $1 million as compared to the third quarter of fiscal 2014 driven by higher volumes in the Aerogel business.

Purification Solutions -- Fourth quarter fiscal 2014 EBIT in Purification Solutions increased by $9 million compared to the fourth quarter of fiscal 2013 and $8 million compared to the third quarter of fiscal 2014. The EBIT increases in both comparative periods were driven by a one-time $9 million benefit related to business interruption and property damage insurance recoveries for operating issues experienced in late fiscal 2013 and early fiscal 2014.

Cash Performance -- The Company ended the fourth quarter of fiscal 2014 with a cash balance of $66 million. During the fourth quarter of fiscal 2014, the Company generated adjusted EBITDA of $147 million, reduced net working capital by $44 million, and received $20 million for the sale of the Security Materials business. Uses of cash during the fourth quarter included $91 million for the repayment of debt, $56 million for capital expenditures, and $11 million for share repurchases.

Taxes -- During the fourth quarter of fiscal 2014, the Company recorded a net tax provision of $40 million for an effective tax rate of 56%. This included a tax charge on certain items of $18 million, primarily consisting of a $20 million valuation allowance on deferred tax assets. Excluding the impact of certain items, the operating tax rate on continuing operations for the fourth quarter of fiscal 2014 was 27%. The effective tax rate for fiscal 2014 was 30% and excluding the impact of certain items, the operating tax rate on continuing operations for fiscal 2014 was 27%.

Outlook

“We delivered strong adjusted EBITDA growth in fiscal 2014 for the fifth consecutive year and are pleased with the record-setting performance in both Reinforcement Materials and Performance Materials. As we look ahead, we continue to see uncertain global macroeconomic conditions,” Prevost said, commenting on the outlook for the Company. “These include weak economic conditions in South America and Europe, slowing growth in China, and the weakening of various foreign currencies against the U.S. dollar. On the positive side, we expect to see strong volumes in the second half of our fiscal year in Purification Solutions as coal-fired utilities begin to comply with mercury removal regulations in the U.S. We will leverage our global reach and industry-leading positions in order to offset these macroeconomic conditions and continue to deliver value to our shareholders in 2015.”

Earnings Call

The Company will host a conference call with industry analysts at 2:00 p.m. Eastern time on Wednesday, October 29, 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 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 from continuing operations before income taxes and equity in (loss) 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 fourth quarter and fiscal year of 2014 is provided on the investor portion of our website at http://investor.cabot-corp.com, under the Non-GAAP Reconciliations section.

The term “product mix” refers to the mix of types and grade 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 or segment.

^(A) Other (expense) income for the twelve months of fiscal 2014 includes a $29 million non-cash gain on Cabot's existing investment in its Mexican joint venture (NHUMO) recognized upon acquiring our former joint venture partner's common stock in NHUMO, which represented approximately 60% of the common equity of the joint venture.

^(B) Amounts relate primarily to the divestiture of the Security Materials Business and the divestiture of the Supermetals Business.

^(A) Beginning in the second quarter of fiscal 2014, a reclassification between Purification Solutions and Unallocated and other sales has been made in the table above in order to align the presentation of shipping and handling fees on customer sales with the rest of Cabot’s businesses. Historical periods have been adjusted to reflect this reclassification.

^(B) Unallocated and other reflects royalties, other operating revenues, external shipping and handling fees, the impact of unearned revenue, the removal of 100% of the sales of an equity method affiliate and discounting charges for certain Notes receivable.

^(C) Segment EBIT is a measure used by Cabot's Chief Operating Decision-Maker to measure consolidated operating results, assess segment performance and allocate resources. Segment EBIT includes equity in earnings of affiliated companies, royalty income, and allocated corporate costs.

^(D) Fiscal 2013 Segment EBIT and unallocated corporate costs have been recast from the reporting of the first three quarters of fiscal 2013 to reflect an allocation of costs to the Purification Solutions segment for corporate administrative and functional support.  These allocations were previously reflected in Unallocated corporate costs and other segment results.  The recast results for each quarter of fiscal 2013 are consistent with those that were presented in conjunction with Cabot's year end fiscal 2013 earnings release.

^(E) Details of certain items are presented in the Certain Items and Reconciliation of Adjusted EPS and Operating Tax Rate table.

^(F) General unallocated expense includes foreign currency transaction gains (losses), interest income, dividend income, the profit related to unearned revenue, and the impact of LIFO accounting.

^(G) Amounts relate primarily to the divestiture of the Security Materials Business and the Supermetals Business.

^(H) Adjusted EPS is a non-GAAP measure, and a reconciliation of Adjusted EPS to GAAP EPS is presented in the Certain Items and Reconciliation of Adjusted EPS and Operating Tax Rate table.

^(A) Includes amounts related to the divestiture of the Security Materials Business.

^(A) Beginning in the second quarter of fiscal 2014, a reclassification between Purification Solutions and Unallocated and other sales has been made in the table above in order to align the presentation of shipping and handling fees on customer sales with the rest of Cabot’s businesses. Historical periods have been adjusted to reflect this reclassification.

^(B) Unallocated and other reflects royalties, other operating revenues, external shipping and handling fees, the impact of unearned revenue, the removal of 100% of the sales of an equity method affiliate and discounting charges for certain Notes receivable.

^(C) Segment EBIT is a measure used by Cabot's Chief Operating Decision-Maker to measure consolidated operating results, assess segment performance and allocate resources. Segment EBIT includes equity in earnings (loss) of affiliated companies, royalty income, and allocated corporate costs.

^(D) The first three quarters of fiscal 2013 Segment EBIT and unallocated corporate costs have been recast to reflect an allocation of costs to the Purification Solutions segment for corporate administrative and functional support.  These allocations were previously reflected in Unallocated corporate costs and other segment results.  The recast results for each quarter of fiscal 2013 are consistent with those that were presented in conjunction with Cabot's year end fiscal 2013 earnings release.

^(E) Details of certain items are presented in the Certain Items and Reconciliation of Adjusted EPS and Operating Tax Rate table.

^(F) General unallocated income (expense) includes foreign currency transaction gains (losses), interest income, dividend income,  the profit related to unearned revenue, and the impact of LIFO accounting.

^(G) Amounts relate primarily to the divestiture of the Security Materials Business and the Supermetals Business.

^(H) Adjusted EPS is a non-GAAP measure, and a reconciliation of Adjusted EPS to GAAP EPS is presented in the Certain Items and Reconciliation of Adjusted EPS and Operating Tax Rate table.

^(A) Includes Accounts and notes receivable, Inventories, and Accounts payable and accrued liabilities

^(A) Per share amounts are calculated after tax and, where applicable, noncontrolling interests, net of tax.

^(B) Amounts relate primarily to the divestiture of the Security Materials and Supermetals Businesses.

^(C) This table indicates the line items where certain items are recorded in the table titled Cabot Corporation Consolidated Statements of Operations.