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United States securities and exchange commission logo
March 4, 2022
Erica McLaughlin
Senior Vice President and Chief Financial Officer
CABOT CORP
Two Seaport Lane
Suite 1400
Boston, Massachusetts 02210
Re: CABOT CORP
Form 10-K for the
Fiscal Year Ended September 30, 2021
Filed November 29,
2021
File No. 001-05667
Dear Ms. McLaughlin:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended September 30, 2021
Item 1. Business, page 4
1. At the outset of Part
1, please provide prominent disclosure about the legal and
operational risks
associated with the company having substantial operations in China.
Your disclosure should
make clear whether these risks could result in a material change in
your operations and/or
the value of your securities or could significantly limit or
completely hinder your
ability to offer or continue to offer securities to investors and
cause the value of such
securities to significantly decline or be worthless. Your disclosure
should address how
recent statements and regulatory actions by China s government, such
as those related to
data security or anti-monopoly concerns, have or may impact the
company s ability to
conduct its business and/or accept foreign investments.
2. Disclose each
permission or approval that you or your subsidiaries are required to obtain
Erica McLaughlin
FirstName LastNameErica McLaughlin
CABOT CORP
Comapany
March NameCABOT CORP
4, 2022
March2 4, 2022 Page 2
Page
FirstName LastName
from Chinese authorities to operate your business and to offer
securities to foreign
investors. State whether you or your subsidiaries are covered by
permissions requirements
from the China Securities Regulatory Commission (CSRC), Cyberspace
Administration of
China (CAC) or any other governmental agency, and state affirmatively
whether you have
received all requisite permissions or approvals and whether any
permissions or approvals
have been denied. Please also describe the consequences to you and
your investors if you
or your subsidiaries: (i) do not receive or maintain such permissions
or approvals, (ii)
inadvertently conclude that such permissions or approvals are not
required, or (iii)
applicable laws, regulations, or interpretations change and you are
required to obtain such
permissions or approvals in the future.
3. Please revise your disclosure to provide a clear description of how
cash is transferred
through your organization, addressing the following:
Disclose your intentions to distribute earnings.
Quantify any cash flows and transfers of other assets by type that
have occurred
between the holding company and its Chinese subsidiaries, and the
direction of
transfer.
Quantify any dividends or distributions that a Chinese subsidiary
has made to the
holding company and which entity made such transfer, and their tax
consequences.
Similarly, please quantify dividends or distributions made to U.S.
investors, the
source, and their tax consequences. Your disclosure should make
clear if no transfers,
dividends, or distributions have been made to date.
Describe any restrictions on foreign exchange and your ability to
transfer cash
between entities, across borders, and to U.S. investors.
Describe any restrictions and limitations on your ability to
distribute earnings from
the company, including your Chinese subsidiaries to the parent
company and U.S.
investors.
Item 1A. Risk Factors, page 14
4. Please revise your risk factors section to specifically discuss risks
arising from the legal
system in China, including risks and uncertainties regarding the
enforcement of laws and
that rules and regulations in China can change quickly with little
advance notice. In this
regarding we note the disclosure you have included on page 20, but ask
that you provide
more detailed disclosure regarding the regulatory risks associated
with your operations
and revenue from China.
5. In light of recent events indicating greater oversight by the
Cyberspace Administration of
China (CAC) over data security, please revise your disclosure to
explain if and how this
oversight impacts your business and to what extent you believe that
you are compliant
with the regulations or policies that have been issued by the CAC to
date, if applicable.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Erica McLaughlin
CABOT CORP
March 4, 2022
Page 3
You may contact Jeanne Bennett at (202) 551-3606 or Julie Sherman at
(202) 551-3640 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Margaret Schwartz at (202) 551-7153 or Laura Crotty at (202) 551-7614
with any other
questions
FirstName LastNameErica McLaughlin Sincerely,
Comapany NameCABOT CORP
Division of
Corporation Finance
March 4, 2022 Page 3 Office of Life
Sciences
FirstName LastName