UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
The |
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.
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).
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.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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
The Company had
INDEX
Part I. |
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Item 1. |
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3 |
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4 |
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5 |
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7 |
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8 |
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10 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
26 |
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Item 4. |
26 |
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Part II. |
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Item 2. |
27 |
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Item 6. |
27 |
2
Part I. Financial Information
Item 1. Financial Statements
CABOT CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
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Three Months Ended December 31 |
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2023 |
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2022 |
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(In millions, except per share amounts) |
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Net sales and other operating revenues |
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$ |
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$ |
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Cost of sales |
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Gross profit |
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Selling and administrative expenses |
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Research and technical expenses |
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Loss on sale of business |
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— |
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Income (loss) from operations |
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Interest and dividend income |
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Interest expense |
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Other income (expense) |
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Income (loss) from operations before income taxes |
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(Provision) benefit for income taxes |
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Equity in earnings of affiliated companies, net of tax |
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Net income (loss) |
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Net income (loss) attributable to noncontrolling interests, net |
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Net income (loss) attributable to Cabot Corporation |
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$ |
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$ |
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Weighted-average common shares outstanding: |
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Basic |
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Diluted |
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Earnings (loss) per common share: |
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Basic |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
3
CABOT CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
UNAUDITED
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Three Months Ended December 31 |
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2023 |
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2022 |
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(In millions) |
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Net income (loss) |
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$ |
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$ |
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Other comprehensive income (loss), net of tax |
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Foreign currency translation adjustment, net of tax |
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Derivatives: net investment hedges |
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(Gains) losses reclassified to interest expense, net of tax |
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Other comprehensive income (loss), net of tax of $ |
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Comprehensive income (loss) |
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Net income (loss) attributable to noncontrolling interests, net |
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Foreign currency translation adjustment attributable to |
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Comprehensive income (loss) attributable to noncontrolling interests |
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Comprehensive income (loss) attributable to Cabot Corporation |
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$ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
4
CABOT CORPORATION
CONSOLIDATED BALANCE SHEETS
ASSETS
UNAUDITED
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December 31, 2023 |
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September 30, 2023 |
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(In millions) |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts and notes receivable, net of reserve for doubtful |
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Inventories: |
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Raw materials |
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Finished goods |
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Other |
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Total inventories |
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Prepaid expenses and other current assets |
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Total current assets |
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Property, plant and equipment |
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Accumulated depreciation |
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Net property, plant and equipment |
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Goodwill |
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Equity affiliates |
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Intangible assets, net |
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Deferred income taxes |
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Other assets |
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Total assets |
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$ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
5
CABOT CORPORATION
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS’ EQUITY
UNAUDITED
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December 31, 2023 |
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September 30, 2023 |
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(In millions, except share |
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and per share amounts) |
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Current liabilities: |
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Short-term borrowings |
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$ |
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$ |
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Accounts payable and accrued liabilities |
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Income taxes payable |
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Current portion of long-term debt |
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Total current liabilities |
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Long-term debt |
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Deferred income taxes |
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Other liabilities |
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(Note E) |
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Stockholders' equity: |
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Preferred stock: |
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Authorized: |
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Common stock: |
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Authorized: |
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Less cost of |
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Additional paid-in capital |
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— |
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— |
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Retained earnings |
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Accumulated other comprehensive income (loss) |
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Total Cabot Corporation stockholders' equity |
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Noncontrolling interests |
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Total stockholders' equity |
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Total liabilities and stockholders' equity |
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$ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
6
CABOT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
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Three Months Ended December 31 |
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2023 |
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2022 |
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(In millions) |
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Cash Flows from Operating Activities: |
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Net income (loss) |
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$ |
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$ |
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Adjustments to reconcile net income (loss) to cash provided by operating activities: |
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Depreciation and amortization |
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Loss on sale of business |
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— |
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Gain on sale of land |
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— |
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( |
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Deferred tax provision (benefit) |
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— |
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Equity in earnings of affiliated companies |
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Share-based compensation |
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Other non-cash (income) expense |
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Cash dividends received from equity affiliates |
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Changes in assets and liabilities: |
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Accounts and notes receivable |
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( |
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Inventories |
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( |
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Prepaid expenses and other assets |
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( |
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( |
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Accounts payable and accrued liabilities |
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( |
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( |
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Income taxes payable |
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( |
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Other liabilities |
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Cash provided by (used in) operating activities |
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Cash Flows from Investing Activities: |
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Additions to property, plant and equipment |
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( |
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Proceeds from sale of land |
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— |
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Proceeds from sale of business |
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— |
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Other |
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— |
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Cash provided by (used in) investing activities |
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Cash Flows from Financing Activities: |
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Proceeds from short-term borrowings |
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— |
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Proceeds from issuance (repayments) of commercial paper, net |
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Repayments of long-term debt |
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Purchases of common stock |
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Proceeds from sales of common stock |
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Cash dividends paid to noncontrolling interests |
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Cash dividends paid to common stockholders |
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Cash provided by (used in) financing activities |
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Effects of exchange rate changes on cash |
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Increase (decrease) in cash and cash equivalents |
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Cash and cash equivalents at beginning of period |
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Cash and cash equivalents at end of period |
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$ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
7
CABOT CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
UNAUDITED
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Common Stock, Net of Treasury Stock |
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Additional |
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Retained |
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Accumulated Other Comprehensive |
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Total Cabot Corporation Stockholders’ |
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Noncontrolling |
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Total Stockholders’ |
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Shares |
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Cost |
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Capital |
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Earnings |
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Income (Loss) |
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Equity |
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Interests |
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Equity |
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(In millions, except share amounts) |
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Balance at September 30, 2023 |
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$ |
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$ |
— |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net income (loss) |
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Total other comprehensive income (loss) |
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Cash dividends paid: |
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Common stock, $ |
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Cash dividends declared to noncontrolling interests |
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— |
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Issuance of stock under equity compensation plans |
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— |
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Share-based compensation |
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Purchase and retirement of common stock |
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— |
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Balance at December 31, 2023 |
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$ |
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$ |
- |
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$ |
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$ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
8
CABOT CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
UNAUDITED
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Common Stock, Net of Treasury Stock |
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Additional |
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Retained |
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Accumulated Other Comprehensive |
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Total Cabot Corporation Stockholders’ |
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Noncontrolling |
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Total Stockholders’ |
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Shares |
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Cost |
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Capital |
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Earnings |
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Income (Loss) |
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Equity |
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Interests |
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Equity |
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(In millions, except share amounts) |
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Balance at September 30, 2022 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net income (loss) |
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Total other comprehensive income (loss) |
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Cash dividends paid: |
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Common stock, $ |
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( |
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( |
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Cash dividends declared to noncontrolling interests |
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— |
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Issuance of stock under equity compensation plans |
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Share-based compensation |
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Purchase and retirement of common stock |
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( |
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— |
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( |
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( |
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( |
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( |
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Balance at December 31, 2022 |
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$ |
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$ |
— |
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$ |
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$ |
( |
) |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
9
CABOT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2023
UNAUDITED
A. Basis of Presentation
The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“U.S.”) (“GAAP”) and include the accounts of Cabot Corporation (“Cabot” or the “Company”) and its wholly-owned subsidiaries and majority-owned and controlled U.S. and non-U.S. subsidiaries. Additionally, Cabot considers consolidation of entities over which control is achieved through means other than voting rights. Intercompany transactions have been eliminated in consolidation.
The unaudited consolidated financial statements have been prepared in accordance with the requirements of Form 10-Q and consequently do not include all disclosures required by Form 10-K. Additional information may be obtained by referring to Cabot’s Annual Report on Form 10-K for its fiscal year ended September 30, 2023 (the “2023 10-K”).
The financial information submitted herewith is unaudited and reflects all adjustments which are, in the opinion of management, necessary to provide a fair statement of the results for the interim periods ended December 31, 2023 and 2022. All such adjustments are of a normal recurring nature. The results for interim periods are not necessarily indicative of the results to be expected for the fiscal year.
B. Significant Accounting Policies
Full detail on the Company’s significant accounting policies may be obtained by referring to Note A in the 2023 10-K.
Argentina Devaluation
The Company’s wholly-owned Argentinian subsidiary operates in a highly inflationary economy and, as a result, the functional currency of the subsidiary is Cabot’s reporting currency, the U.S. dollar. During the three months ended December 31, 2023, the Company recorded foreign exchange losses of $
Recently Adopted Accounting Standards
In November 2022, the FASB issued a new standard on the disclosure of supplier financing programs. The new standard requires qualitative and quantitative disclosures as to the nature and potential magnitude of such programs in addition to program activity and changes for the periods presented. The Company adopted this standard on October 1, 2023. See Note J for disclosures related to the Company's supplier financing programs. The adoption of this standard did not have a material impact on the Company's Consolidated Financial Statements.
Recent Accounting Pronouncements
In November 2023, the FASB issued a new standard, Improvement to Reportable Segment Disclosures. The new guidance enhances the disclosure of significant reportable segment expenses. The new standard is effective for fiscal years beginning after December 15, 2023, and early adoption is permitted. The Company is currently evaluating the timing of adoption and the impact of the adoption of this standard on the Company’s Consolidated Financial Statements.
In December 2023, the FASB issued a new standard, Improvements to Income Tax Disclosures. The new guidance requires additional disclosures primarily related to the income tax rate reconciliation and income taxes paid. The new standard is effective for fiscal years beginning after December 15, 2024, and early adoption is permitted. The Company is currently evaluating the timing of adoption and the impact of the adoption of this standard on the Company’s Consolidated Financial Statements.
10
C. Goodwill and Intangible Assets
The carrying amount of goodwill attributable to each reportable segment and the changes in those balances during the three months ended December 31, 2023 are as follows:
|
|
Reinforcement |
|
|
Performance |
|
|
Total |
|
|||
|
|
(In millions) |
|
|||||||||
Balance at September 30, 2023 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Foreign currency impact |
|
|
|
|
|
|
|
|
|
|||
Balance at December 31, 2023 |
|
$ |
|
|
$ |
|
|
$ |
|
The following table provides information regarding the Company’s intangible assets:
|
|
December 31, 2023 |
|
|
September 30, 2023 |
|
||||||||||||||||||
|
|
Gross |
|
|
Accumulated |
|
|
Net |
|
|
Gross |
|
|
Accumulated |
|
|
Net |
|
||||||
|
|
(In millions) |
|
|||||||||||||||||||||
Intangible assets with finite lives |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Developed technologies |
|
$ |
|
|
$ |
( |
) |
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Trademarks |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Customer relationships |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Total intangible assets |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
Intangible assets are amortized over their estimated useful lives, which range between and
D. Accumulated Other Comprehensive Income (Loss) (“AOCI”)
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.
Changes in each component of AOCI, net of tax, were as follows:
|
|
Currency |
|
|
Pension and Other |
|
|
Total |
|
|||
|
|
(In millions) |
|
|||||||||
Balance at September 30, 2023, attributable to Cabot Corporation |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Other comprehensive income (loss) before reclassifications |
|
|
|
|
|
— |
|
|
|
|
||
Amounts reclassified from AOCI |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Less: Other comprehensive income (loss) attributable to |
|
|
|
|
|
— |
|
|
|
|
||
Balance at December 31, 2023, attributable to Cabot Corporation |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
11
|
|
Currency |
|
|
Pension and Other |
|
|
Total |
|
|||
|
|
(In millions) |
|
|||||||||
Balance at September 30, 2022, attributable to Cabot Corporation |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Other comprehensive income (loss) before reclassifications |
|
|
|
|
|
— |
|
|
|
|
||
Amounts reclassified from AOCI |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Less: Other comprehensive income (loss) attributable to |
|
|
|
|
|
— |
|
|
|
|
||
Balance at December 31, 2022, attributable to Cabot Corporation |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
For both the three months ended December 31, 2023 and 2022, the Company reclassified $
E. Contingencies
Respirator Liabilities
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 2023 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 2023 10-K, the “Payor Group”).
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 was $
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, (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. 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.
12
Other Matters
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.
F. Income Tax
Effective Tax Rate
|
|
Three Months Ended December 31 |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
|
|
(Dollars in millions) |
|
|||||
(Provision) benefit for income taxes |
|
$ |
( |
) |
|
$ |
( |
) |
Effective tax rate |
|
|
% |
|
|
% |
For the three months ended December 31, 2023 and 2022, the (Provision) benefit for income taxes included a net discrete tax expense of $
Income tax in Interim Periods
The Company records its tax provision or benefit on an interim basis using an estimated annual effective tax rate. This rate is applied to the current period ordinary income or loss to determine the income tax provision or benefit allocated to the interim period. The income tax effects of unusual or infrequent items are excluded from the estimated annual effective tax rate and are recognized in the impacted interim period. Losses from jurisdictions for which no benefit can be recognized are excluded from the overall computations of the estimated annual effective tax rate and a separate estimated annual effective tax rate is computed and applied to ordinary income or loss in the loss jurisdiction.
Valuation allowances are provided against the future tax benefits that arise from the deferred tax assets in jurisdictions for which the Company expects that no benefit can be recognized. The estimated annual effective tax rate may be significantly impacted by nondeductible expenses and the Company’s projected earnings mix by tax jurisdiction. Adjustments to the estimated annual effective income tax rate are recognized in the period when such estimates are revised.
Uncertainties
Cabot and certain subsidiaries are under audit in a number of jurisdictions. In addition, certain statutes of limitations are scheduled to expire in the near future. It is reasonably possible that a change in the unrecognized tax benefits may also occur within the next twelve months related to the settlement of one or more of these audits or the lapse of applicable statutes of limitations. However, an estimated range of the impact on the unrecognized tax benefits cannot be quantified at this time.
Cabot files U.S. federal and state and non-U.S. income tax returns in jurisdictions with varying statutes of limitations. The
During each of the three months ended December 31, 2023 and 2022, Cabot released uncertain tax positions of $
13
G. 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 |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
|
|
(In millions, except per share amounts) |
|
|||||
Basic EPS: |
|
|
|
|
|
|
||
Net income (loss) attributable to Cabot |
|
$ |
|
|
$ |
|
||
Less: Dividends and dividend equivalents |
|
|
— |
|
|
|
— |
|
Less: Undistributed earnings allocated to |
|
|
|
|
|
|
||
Earnings (loss) allocated to common |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Weighted average common shares and |
|
|
|
|
|
|
||
Less: Participating securities(1) |
|
|
|
|
|
|
||
Adjusted weighted average common |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Earnings (loss) per common share - basic: |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Diluted EPS: |
|
|
|
|
|
|
||
Earnings (loss) allocated to common |
|
$ |
|
|
$ |
|
||
Plus: Earnings allocated to |
|
|
|
|
|
|
||
Less: Adjusted earnings allocated to |
|
|
|
|
|
|
||
Earnings (loss) allocated to common |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Adjusted weighted average common |
|
|
|
|
|
|
||
Effect of dilutive securities: |
|
|
|
|
|
|
||
Common shares issuable(3) |
|
|
|
|
|
|
||
Adjusted weighted average common |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Earnings (loss) per common share - diluted: |
|
$ |
|
|
$ |
|
14
Undistributed earnings are the earnings which remain after dividends declared during the period are assumed to be distributed to the common and participating stockholders. Undistributed earnings are allocated to common and participating stockholders on the same basis as dividend distributions. The calculation of undistributed earnings is as follows:
|
|
Three Months Ended December 31 |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
|
|
(In millions) |
|
|||||
Calculation of undistributed earnings (loss): |
|
|
|
|
|
|
||
Net income (loss) attributable to Cabot Corporation |
|
$ |
|
|
$ |
|
||
Less: Dividends declared on common stock |
|
|
|
|
|
|
||
Less: Dividends declared on participating |
|
|
— |
|
|
|
— |
|
Undistributed earnings (loss) |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Allocation of undistributed earnings (loss): |
|
|
|
|
|
|
||
Undistributed earnings (loss) allocated to |
|
$ |
|
|
$ |
|
||
Undistributed earnings allocated to |
|
|
|
|
|
|
||
Undistributed earnings (loss) |
|
$ |
|
|
$ |
|