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 31, 2016

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 31, 2016, Cabot Corporation issued a press release announcing operating results for its fourth quarter and fiscal year ended September 30, 2016. 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 October 31, 2016

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:  October 31, 2016

EXHIBIT INDEX

Exhibit 99.1

Cabot Corp Reports Fourth Quarter Diluted EPS of $0.83 and Adjusted EPS of $1.00

Fiscal Year 2016 Diluted EPS of $2.36 and Adjusted EPS of $3.14

BOSTON--(BUSINESS WIRE)--October 31, 2016--Cabot Corporation (NYSE: CBT) today announced results for its fourth quarter and full fiscal year 2016.

Key Highlights

• Delivered strong fourth quarter results driven by higher margins and lower fixed costs
• Achieved third consecutive year of record EBIT for the Performance Chemicals segment
• Generated strong cash flows from operations of $386 million for fiscal 2016
• Returned $104 million of cash to shareholders in fiscal year 2016

Commenting on the results, Cabot President and CEO Sean Keohane, said, “I am pleased to report another strong quarter which was driven primarily by strong margins and cost management. The Performance Chemicals and Reinforcement Materials segments each delivered positive results compared to the same quarter in the prior year. In addition, we experienced significant volume growth in Purification Solutions attributable to the full implementation of the MATS regulations. Our strong finish to fiscal year 2016 resulted in 16% adjusted EPS growth year over year including the Performance Chemicals segment delivering a third consecutive year of record EBIT. In addition, we maintained strong discipline around our capital allocation framework, returning over $100 million to shareholders in the form of dividends and share repurchases during the fiscal year.”

Financial Detail
For the fourth quarter of fiscal 2016, net income attributable to Cabot Corporation was $52 million ($0.83 per diluted common share). Net income includes a per share charge of $0.19 from certain items, principally reflecting charges associated with legal and environmental matters and reserves. Adjusted EPS for the fourth quarter of fiscal 2016 was $1.00 per share.

Segment Results
Reinforcement Materials -- Fourth quarter fiscal 2016 EBIT in Reinforcement Materials increased by $11 million compared to the fourth quarter of fiscal 2015 principally driven by favorable pricing and product mix. Volumes declined by 3% during the fourth quarter of fiscal 2016 as compared to the fourth quarter of fiscal 2015 as a result of lower volumes in EMEA and Asia, primarily due to the closure of the Merak site. Sequentially, Reinforcement Materials EBIT increased by $7 million compared to the third quarter of fiscal 2016 driven by improved pricing and a favorable inventory impact, partially offset by a decline in volumes. Sequentially, volumes decreased by 5% due to weaker demand in the Americas and seasonally lower volumes in EMEA.

Global and regional volume changes for the rubber blacks product line for the fourth quarter of fiscal 2016 as compared to the same quarter of the prior year and the third quarter of fiscal 2016 are included in the table below:

Performance Chemicals -- Fourth quarter fiscal 2016 EBIT in Performance Chemicals increased by $9 million compared to the fourth quarter of fiscal 2015 due to improved margins from a stronger product mix and lower raw material costs. Volumes increased by 3% in the specialty carbons and formulations business and 6% in the metal oxides business. Sequentially, Performance Chemicals EBIT decreased by $1 million compared to the third quarter of fiscal 2016, primarily due to seasonally lower volumes, with a 7% decrease in specialty carbons and formulations and a 3% decrease in metal oxides. The lower volumes were partially offset by lower fixed costs.

Purification Solutions -- Fourth quarter fiscal 2016 EBIT in Purification Solutions was $2 million, in line with results in the fourth quarter of fiscal 2015. The segment results benefitted from higher volumes associated with MATS related demand and lower fixed costs, which were offset by an unfavorable impact from reducing inventory levels as compared to the prior year. Sequentially, Purification Solutions EBIT increased by $2 million compared to the third quarter of fiscal 2016 due to higher volumes from MATS related demand and a lower inventory reduction, partially offset by a less favorable product mix.

Specialty Fluids – Fourth quarter fiscal 2016 EBIT in Specialty Fluids increased by $7 million compared to the fourth quarter of fiscal 2015 due to increased project activity in the North Sea and Asia. Sequentially, Specialty Fluids EBIT decreased by $5 million compared to the third quarter of fiscal 2016 primarily due to reduced rental activity in the North Sea.

Cash Performance -- The Company ended fiscal year 2016 with a cash balance of $200 million. During the fourth quarter of fiscal 2016, cash flows from operating activities were $91 million, including an increase in net working capital of $4 million. Capital expenditures for the fourth quarter of fiscal 2016 were $32 million, including $29 million for sustaining and compliance capital expenditures. Additional uses of cash during the fourth quarter included $18 million for dividends and $15 million for share repurchases.

Taxes -- During the fourth quarter of fiscal 2016, the Company recorded a tax provision of $13 million for an effective tax rate of 19%. This included a tax benefit from certain items of $7 million. The operating tax rate for the fiscal year ended September 30, 2016 was 24%.

Outlook
Commenting on the outlook for the Company, Keohane said, “Looking forward to 2017, we remain focused on our strategy of investing for growth in the core, driving application innovation with our customers, and generating strong cash flows through efficiency and optimization. Although the current business environment remains mixed, we expect to see moderate growth in 2017 across all segments. However, the first quarter is expected to be weaker sequentially due to typical seasonality and higher maintenance costs from anticipated plant turnarounds. Overall, we are focused on delivering shareholder value by growing annual adjusted EPS by 7-10% over time and returning approximately 50% of our discretionary free cash flow to shareholders.”

Earnings Call
The Company will host a conference call with industry analysts at 2:00 p.m. Eastern time on Tuesday, November 1, 2016. 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, and aerogel. Cabot routinely posts information that may be important to investors in the “Investors” section of its website at www.cabotcorp.com. The Company encourages investors and potential investors to consult the Cabot website regularly.

Forward-Looking Statements -- This earnings release contains forward-looking statements. All statements that address expectations or projections about the future, including our expectations for adjusted earnings per share growth, growth across all segments during 2017, performance in the first quarter of fiscal 2017 including from expected seasonality in our business, actions that will drive earnings growth, demand for our products, and expectations for our use of discretionary free cash flow 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 or implied by forward-looking statements. Important factors that could cause our results to differ materially from those expressed or implied 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 under the heading “Risk Factors” in our annual report on Form 10-K for our fiscal year ended September 30, 2015, filed with the SEC at www.sec.gov. 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.

Use of Non-GAAP Financial Measures
To supplement Cabot’s consolidated financial statements presented on a generally accepted accounting principles (“GAAP”) basis, the preceding discussion of our results and the accompanying financial tables report Adjusted EPS and our operating tax rate, both of which are non-GAAP financial measures. These non-GAAP financial measures are not computed in accordance with, or an alternative to, GAAP. A reconciliation of Adjusted EPS to diluted income (loss) per share (EPS) from continuing operations, the most directly comparable GAAP financial measure, and a reconciliation of operating tax rate to effective tax rate, the most directly comparable GAAP financial measure, are provided in the table titled “Certain Items and Reconciliation of Adjusted EPS and Operating Tax Rate.”

Management believes these non-GAAP measures provide investors with greater transparency to the information used by Cabot management in its financial and operational decision-making, allow investors to see Cabot’s results through the eyes of management, and better enable Cabot’s investors to understand Cabot’s operating performance and financial condition.

Adjusted EPS. In calculating Adjusted EPS, we exclude from our net income (loss) per share from continuing operations items of expense and income that management does not consider representative of the Company’s business operations. Accordingly, reporting earnings on an adjusted basis supplements the GAAP measure of performance and provides additional information related to the underlying performance of the business. For example, certain of the items we exclude are items that we are required by GAAP to recognize in one period that relate to activities extending over several periods or relate to single events that management considers to be unusual and infrequent, although not necessarily non-recurring. We refer to these items as “certain items.” Management believes excluding these 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 evaluates the Company’s operating performance without the impact of these costs or benefits. Management also uses adjusted EPS as a key measure in evaluating management performance for incentive compensation purposes.

The calculations of Adjusted EPS for the periods presented in this release exclude the impact of the following items, among others, that are included in our GAAP diluted net income (loss) per share:

• Global restructuring activities include costs or benefits associated with cost reduction initiatives or plant closures and are primarily related to (i) employee termination costs, (ii) asset impairment charges associated with restructuring actions, (iii) costs to close facilities, including environmental costs and contract termination penalties, and (iv) gains realized on the sale of land or equipment associated with restructured plants or locations.
• Foreign currency loss on devaluation represents the impact of controlled currency devaluations on the Company’s net monetary assets denominated in that currency. Most recently this has applied to currency exchange rate changes in Argentina and Venezuela.
• Legal and environmental reserves and matters consist of costs or benefits for matters typically related to former businesses or that are otherwise incurred outside of the ordinary course of business.
• Executive transition costs include incremental charges, including stock compensation charges, associated with the retirement or termination of employment of senior executives of the Company.
• Asset impairment charges primarily include charges associated with an impairment of goodwill or other long-lived assets.
• Acquisition and integration-related charges include transaction costs, redundant costs incurred during the period of integration, and costs associated with transitioning certain management and business processes to Cabot’s processes.
• Employee benefit plan settlement charges consist of the costs associated with transferring the obligations and assets held by one of the Company’s defined benefit plans to a multi-employer plan.

Cabot does not provide a target GAAP EPS growth rate range or reconciliation of the adjusted EPS growth rate range with a GAAP EPS growth 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 GAAP EPS in future periods.

Operating Tax Rate. Our “operating tax rate” 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 tax rate adjustments and the impact of the items of expense and income we identify as certain items on both our operating income and the tax provision. Management believes that the operating tax rate 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.

Explanation of Terms Used

Product Mix. 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.

Net Working Capital. The term “net working capital” includes accounts receivable, inventory and accounts payable and accrued expenses.