Critical Accounting Policies

Our critical accounting policies have not substantially changed from those described in the 2021 10-K.

Recently Issued Accounting Pronouncements

Refer to the discussion under the headings "Recently Adopted Accounting Standards" and "Recent Accounting Pronouncements" in Note B of our Notes to the Consolidated Financial Statements.

Results of Operations



The Company has two reportable segments consisting of Reinforcement Materials
and Performance Chemicals. The Company's former Purification Solutions segment
was a separate reporting segment prior to divestiture in the second quarter of
fiscal 2022. Cabot is also organized for operational purposes into three
geographic regions: the Americas; Europe, Middle East and Africa ("EMEA"); and
Asia Pacific. The discussion of our results of operations for the periods
presented reflects these structures.

Our analysis of our financial condition and operating results should be read with our consolidated financial statements and accompanying notes.

Definition of Terms and Non-GAAP Financial Measures

When discussing our results of operations, we use several terms as described below.



The term "product mix" refers to the mix of types and grades 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 and/or
segment.

Our discussion under the heading "(Provision) Benefit for Income Taxes and
Reconciliation of Effective Tax Rate to Operating Tax Rate" includes a
discussion and reconciliation of our "effective tax rate" and our "operating tax
rate" for the periods presented, as well as management's projection of our
operating tax rate range for the full fiscal year. Our operating tax rate is a
non-GAAP financial measure and should not be considered as an alternative to our
effective tax rate, the most comparable GAAP financial measure. The operating
tax rate is calculated based upon management's forecast of the annual operating
tax rate for the fiscal year applied to adjusted pre-tax earnings. The operating
tax rate excludes income tax (expense) benefit on certain items, discrete tax
items and, on a quarterly basis the timing of losses in certain jurisdictions.
The income tax (expense) benefit on certain items is determined using the
applicable rates in the taxing jurisdictions in which the certain items occurred
and includes both current and deferred income tax (expense) benefit based on the
nature of the certain items. Discrete tax items include, but are not limited to,
changes in valuation allowance, uncertain tax positions, and other tax items,
such as the tax impact of legislative changes. Our definition of the operating
tax rate may not be comparable to the definition used by other companies.
Management believes that this non-GAAP financial measure 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.

Our discussion under the heading "Second Quarter of Fiscal 2022 versus Second
Quarter of Fiscal 2021-By Business Segment" includes a discussion of Total
segment EBIT, which is a non-GAAP financial measure defined as Income (loss)
before income taxes and equity in earnings from affiliated companies less
certain items and other unallocated items. Our Chief Operating Decision Maker,
who is our President and Chief Executive Officer, uses segment EBIT to evaluate
the operating results of each segment and to allocate resources to the segments.
We believe Total segment EBIT, which reflects the sum of EBIT from our
reportable segments, provides useful supplemental information for our investors
as it is an important indicator of our operational strength and performance,
allows investors to see our results through the eyes of management, and provides
context for our discussion of individual business segment performance. Our
definition of Total segment EBIT may not be comparable to the definition used by
other companies and it should not be considered an alternative for Income (loss)
before income taxes and equity in earnings of affiliated companies, which is the
most directly comparable GAAP financial measure. A reconciliation of Total
segment EBIT to Income (loss) before income taxes and equity in earnings of
affiliated companies is provided under the heading "Second quarter of Fiscal
2022 versus Second quarter of Fiscal 2021-By Business Segment". 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.

                                       22

--------------------------------------------------------------------------------


In calculating Total segment EBIT, we exclude from our Income (loss) before
income taxes and equity in earnings of affiliated companies (i) items of expense
and income that management does not consider representative of our fundamental
on-going segment results, which we refer to as "certain items", and (ii) items
that, because they are not controlled by the business segments and primarily
benefit corporate objectives, are not allocated to our business segments, such
as interest expense and other corporate costs, which include unallocated
corporate overhead expenses such as certain corporate salaries and headquarter
expenses, plus costs related to special projects and initiatives, which we refer
to as "other unallocated items". Management believes excluding the items
identified as certain 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 also facilitates an evaluation of our operating performance
without the impact of these costs or benefits. The items of income and expense
that we exclude from Total segment EBIT but that are included in our GAAP Income
(loss) before income taxes and equity in earnings of affiliated companies, as
applicable in a particular reporting period, include, but are not limited to,
the following:

• Asset impairment charges, which primarily include charges associated with an

impairment of goodwill, other long-lived assets or assets held for sale.

• Charges related to the divestiture of our Purification Solutions business,


      which include accelerated costs associated with the change in control and
      employee incentive compensation.

• Legal and environmental reserves and matters, which consist of costs or


      benefits for matters typically related to former businesses or that are
      otherwise incurred outside of the ordinary course of business.

• Global restructuring activities, which 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.

• Acquisition and integration-related charges, which 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.

• Indirect tax settlement credits, which includes favorable settlements


      resulting in the recoveries of indirect taxes.


  • Gains (losses) on sale of a business.

• Employee benefit plan settlements, which consist of either charges or

benefits associated with the termination of a pension plan or the transfer


      of a pension plan to a multi-employer plan.


  • Gain associated with the bargain purchase of a business.

Overview



During the second quarter of fiscal 2022, Income (loss) before income taxes and
equity in earnings of affiliated companies increased compared to the second
quarter of fiscal 2021. The increase was driven by increased earnings across our
Reinforcement Materials and Performance Chemicals segments and a gain on the
Tokai Carbon acquisition.

Second quarter of Fiscal 2022 versus Second quarter of Fiscal 2021-Consolidated

Net Sales and Other Operating Revenues and Gross Profit



                                              Three Months Ended March 31             Six Months Ended March 31
                                               2022                   2021             2022               2021
                                                                       (In

millions)


Net sales and other operating revenues   $          1,092         $        842     $      2,060       $      1,588
Gross profit                             $            232         $        214     $        430       $        407




The $250 million increase in net sales and other operating revenues in the
second quarter of fiscal 2022 compared to the second quarter of fiscal 2021 was
driven by favorable price and product mix (combined $269 million) across our
Reinforcement Materials and Performance Chemicals segments, increased energy
center by-product revenue ($15 million) and higher volumes primarily in
Reinforcement Materials ($12 million). These increases were partially offset by
the divestiture of our Purification Solutions segment ($27 million) in the
second quarter of fiscal 2022 and unfavorable impact from foreign currency
translation ($21 million).

The $472 million increase in net sales and other operating revenues in the first
six months of fiscal 2022 compared to the first six months of fiscal 2021 was
primarily driven by favorable price and product mix (combined $471 million) in
Reinforcement Materials and Performance Chemicals and increased energy center
by-product revenue ($26 million). These increases were partially

                                       23

--------------------------------------------------------------------------------


offset by the divestiture of our Purification Solutions segment ($25 million) in
the second quarter and the unfavorable impact from foreign currency translation
($19 million).

In both the second quarter and the first six months of fiscal 2022, the
favorable price and product mix was driven by favorable 2022 calendar year tire
customer agreements and higher prices from higher feedstock and energy costs
that are generally passed through to our customers in the Reinforcement
Materials segment and favorable price and product mix in the Performance
Chemicals segment driven by targeted growth initiatives and price increases to
recover rising input costs, including raw material and energy, and other costs
including packaging and transportation. The increased energy center by-product
revenue was due to higher energy prices.

Gross profit increased by $18 million in the second quarter of fiscal 2022
compared to the second quarter of fiscal 2021. Gross profit increased by $23
million in the first six months of fiscal 2022 compared to the first six months
of fiscal 2021. The gross profit increase in both comparative periods was
primarily due to higher unit margins partially offset by higher fixed costs in
the Reinforcement Materials and Performance Chemicals segments.

Selling and Administrative Expenses



                                           Three Months Ended March 31              Six Months Ended March 31
                                          2022                    2021              2022                 2021
                                                                     (In

millions)


Selling and administrative expenses   $          74           $          71     $        145         $        132




Selling and administrative expenses increased by $3 million in the second
quarter of fiscal 2022 compared to the same period of fiscal 2021, primarily due
to a charge related to our legal reserve for respirator matters. Selling and
administrative expenses increased by $13 million in the first six months of
fiscal 2022 compared to the same period of fiscal 2021, primarily due to
increased incentive compensation, divestiture-related charges and a charge
related to our legal reserve for respirator matters.

Research and Technical Expenses



                                         Three Months Ended March 31                Six Months Ended March 31
                                        2022                    2021              2022                    2021
                                                                     (In

millions)


Research and technical expenses     $          14           $          15     $          27           $          29


Research and technical expenses decreased by $1 million and $2 million in the
second quarter and the first six months of fiscal 2022, respectively, compared
to the same periods of fiscal 2021, primarily due to restructuring activities
that occurred in fiscal 2021.

Interest and Dividend Income, Interest Expense and Other Income (Expense)



                                        Three Months Ended March 31             Six Months Ended March 31
                                        2022                  2021              2022                 2021
                                                                  (In

millions)


Interest and dividend income        $           4         $           2     $          7         $          4
Interest expense                    $         (11 )       $         (13 )   $        (23 )       $        (25 )
Other income (expense)              $          (7 )       $           1     $         (8 )       $         (8 )



Interest and dividend income increased by $2 million and $3 million in the second quarter of fiscal 2022 and for the six months ended March 31, 2022, respectively, compared to the same periods of fiscal 2021, primarily due to higher interest rates.



Interest expense decreased by $2 million in each of the second quarter of fiscal
2022 and for the six months ended March 31, 2022, compared to the same periods
of fiscal 2021, primarily due to higher capitalized interest.

Other income (expense) changed by $8 million in the second quarter of fiscal
2022 compared to the same period of fiscal 2021, primarily due to the
unfavorable impact from foreign currency translation. For the six months ended
March 31, 2022, Other income (expense) remained flat compared to the same period
of fiscal 2021.

                                       24

--------------------------------------------------------------------------------


(Provision) Benefit for Income Taxes and Reconciliation of Effective Tax Rate to
Operating Tax Rate

                                                           Three Months Ended March 31
                                                      2022                              2021
                                         (Provision) /                      (Provision) /
                                          Benefit for                        Benefit for
                                         Income Taxes           Rate        Income Taxes         Rate
Dollars in millions
Effective tax rate                       $         (36 )             24 %   $         (34 )           29 %
Less: Non-GAAP tax adjustments(1)                    2                                 (3 )
Operating tax rate                       $         (38 )             27 %   $         (31 )           28 %

                                                            Six Months Ended March 31
                                                      2022                              2021
                                         (Provision) /                      (Provision) /
                                          Benefit for                        Benefit for
                                         Income Taxes           Rate        Income Taxes         Rate
Dollars in millions
Effective tax rate                       $         (24 )             44 %   $         (63 )           29 %
Less: Non-GAAP tax adjustments(1)                   44                                  1
Operating tax rate                       $         (68 )             27 %   $         (64 )           28 %


(1) Non-GAAP tax adjustments made to arrive at the operating tax provision

include the income tax (expense) benefit on certain items, discrete tax

items, and, on a quarterly basis, the timing of losses in certain

jurisdictions, as further described above under the heading "Definition of

Terms and Non-GAAP Financial Measures".




For the three months ended March 31, 2022, the (Provision) benefit for income
taxes was a provision of $36 million compared to $34 million for the same period
in 2021. For the six months ended March 31, 2022, the (Provision) benefit for
income taxes was a provision of $24 million compared to $63 million for the same
period in 2021. Included in the (Provision) benefit for income taxes in the six
months ended March 31, 2022 is a discrete tax benefit of $36 million primarily
related to the divestiture of the Purification Solutions business. Our income
taxes are affected by the mix of earnings in the tax jurisdictions in which we
operate, and are impacted by the presence of valuation allowances in certain tax
jurisdictions.

For fiscal 2022, the Operating tax rate is expected to be in the range of 26% to
27%. We are not providing a forward-looking reconciliation of the operating tax
rate range with an effective tax 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 the effective tax rate in future periods.

Net Income (Loss) Attributable to Noncontrolling Interests



                                         Three Months Ended March 31                Six Months Ended March 31
                                        2022                    2021              2022                    2021
                                                                     (In

millions)


Equity in earnings of affiliated
companies,
  net of tax                        $           3           $           1     $           4           $           1

Net income (loss) attributable to


  noncontrolling interests, net
of tax                              $           7           $          10     $          16           $          20




Equity in earnings of affiliated companies, net of tax, increased by $2 million
and $3 million in the second quarter and for the first six months of fiscal
2022, respectively, compared to the same periods of fiscal 2021 primarily due to
higher profitability at our equity affiliates in India and Venezuela.

Net income (loss) attributable to noncontrolling interests, net of tax,
decreased by $3 million and $4 million in the second quarter of fiscal 2022 and
for the six months ended March 31, 2022, respectively, as compared to the same
periods in fiscal 2021 primarily due to lower profitability of our joint venture
in the Czech Republic.

                                       25

--------------------------------------------------------------------------------

Net Income Attributable to Cabot Corporation



In the second quarter and first six months of fiscal 2022, we reported Net
income (loss) attributable to Cabot Corporation of $107 million and $18 million,
or $1.84 per diluted common share and $0.30 per diluted common share,
respectively. This compares to Net income (loss) attributable to Cabot
Corporation of $75 million and $135 million, or $1.30 per diluted common share
and $2.36 per diluted common share, respectively, in the second quarter and
first six months of fiscal 2021. The higher net income in the second quarter of
fiscal 2022 compared with the same period in fiscal 2021 is primarily due to
improved Total segment EBIT. The lower net income in the six months ended March
31, 2022, compared with the same period in fiscal 2022 is primarily due to the
Purification Solutions loss on sale and asset impairment charge, partially
offset by increased Total segment EBIT.

Second quarter of Fiscal 2022 versus Second quarter of Fiscal 2021-By Business Segment



Income (loss) before income taxes and equity in earnings of affiliated
companies, certain items, other unallocated items, and Total segment EBIT for
the three and six months ended March 31, 2022 and 2021 are set forth in the
table below. The details of certain items and other unallocated items are shown
below and in Note L of our Notes to the Consolidated Financial Statements.

                                        Three Months Ended March 31              Six Months Ended March 31
                                        2022                  2021               2022                  2021
                                                                   (In

millions)


Income (loss) before income taxes
and
  equity in earnings of
affiliated companies                $         147         $         118     $           54         $        217
Less: Certain items                             7                    (1 )             (197 )                (12 )
Less: Other unallocated items                 (31 )                 (30 )              (57 )                (60 )
Total segment EBIT                  $         171         $         149     $          308         $        289

In the second quarter of fiscal 2022, Income (loss) before income taxes and equity in earnings of affiliated companies increased by $29 million and Total segment EBIT increased by $22 million.



In the first six months of fiscal 2022, Income (loss) before income taxes and
equity in earnings of affiliated companies decreased by $163 million primarily
due to the Purification Solutions loss on sale and asset impairment charge of
$204 million, partially offset by increased Total segment EBIT of $19 million
and gain on the Tokai Carbon acquisition of $24 million.

Certain Items

Details of the certain items for the three and six months ended March 31, 2022 and 2021 are as follows:



                                             Three Months Ended March 31             Six Months Ended March 31
                                             2022                   2021              2022                 2021
                                                                       (In

millions)


Gain on bargain purchase of a business
(Note C)                                           24                      -                 24                   -
Loss on sale of business and asset
impairment charge (Note D)                         (7 )                    -               (204 )                 -
Legal and environmental matters and
reserves                                           (7 )                    -                 (8 )                 -
Divestiture related charges                        (1 )                    -                 (5 )                 -
Acquisition and integration-related
charges                                            (2 )                   (1 )               (3 )                (2 )
Global restructuring activities                     -                     (1 )               (2 )                (4 )
Employee benefit plan settlement and
other charges                                       -                      1                  -                  (5 )
Other                                               -                      -                  1                  (1 )
Total certain items, pre-tax                        7                     (1 )             (197 )               (12 )
Non-GAAP tax adjustments                            2                     (3 )               44                   1
Total certain items, after tax           $          9           $         (4 )   $         (153 )       $       (11 )




                                       26

--------------------------------------------------------------------------------



Other Unallocated Items

                                             Three Months Ended March 31             Six Months Ended March 31
                                             2022                  2021              2022                 2021
                                                                       (In millions)
Interest expense                         $         (11 )       $         (13 )   $        (23 )       $        (25 )
Unallocated corporate costs                        (16 )                 (16 )            (30 )                (29 )
General unallocated income (expense)                (1 )                   -                -                   (5 )

Less: Equity in earnings of affiliated


  companies, net of tax                              3                     1                4                    1
Total other unallocated items            $         (31 )       $         (30 )   $        (57 )       $        (60 )




A discussion of items that we refer to as "other unallocated items" can be found
under the heading "Definition of Terms and Non-GAAP Financial Measures". The
balances of unallocated corporate costs are primarily comprised of expenditures
related to managing a public company that are not allocated to the segments and
corporate business development costs related to ongoing corporate projects. The
balances of General unallocated income (expense) consist of gains (losses)
arising from foreign currency transactions, net of other foreign currency risk
management activities, the profit or loss related to the corporate adjustment
for unearned revenue, and the impact of including the full operating results of
a contractual joint venture in Purification Solutions segment EBIT.

Reinforcement Materials

Sales and EBIT for Reinforcement Materials for the second quarter and first six months of fiscal 2022 and 2021 were as follows:



                                        Three Months Ended March 31              Six Months Ended March 31
                                        2022                  2021               2022                   2021
                                                                   (In millions)
Reinforcement Materials Sales       $         627         $         434     $         1,168         $        809
Reinforcement Materials EBIT        $         101         $          89     $           186         $        177


Sales in Reinforcement Materials increased by $193 million in the second quarter
of fiscal 2022 compared to the same period of fiscal 2021, primarily due to a
favorable price and product mix (combined $194 million) and higher volumes ($13
million), partially offset by unfavorable impact from foreign currency
translation ($13 million). The favorable price and product mix was primarily due
to favorable 2022 calendar year tire customer agreements and higher feedstock
and energy costs that are generally passed through to our customers. The higher
volumes in fiscal 2022 were driven by stronger demand across all regions.

In the first six months of fiscal 2022, sales in Reinforcement Materials
increased by $359 million compared to the first six months of fiscal 2021. The
increase was primarily due to a favorable price and product mix (combined $344
million) and higher volumes ($28 million), partially offset by unfavorable
impact from foreign currency translation ($13 million). The favorable price and
product mix was primarily due to favorable 2022 calendar year customer
agreements and higher feedstock and energy costs that are generally passed
through to our customers. The higher volumes in fiscal 2022 were driven by
stronger demand in Asia Pacific and the Americas.

EBIT in Reinforcement Materials in the second quarter of fiscal 2022 increased
by $12 million compared to the same period of fiscal 2021. During the second
quarter of fiscal 2022, the segment had higher unit margins ($20 million) and 3%
higher volumes ($6 million) partially offset by higher fixed cost ($10 million)
and unfavorable impact from foreign currency exchange ($4 million). The higher
unit margins were primarily driven by favorable 2022 calendar year tire customer
agreements. The higher volume was due to increased demand across all regions,
largely due to volume gains in our customer agreements in Europe and the
Americas. The higher fixed costs were primarily due to increased costs
associated with utilities and maintenance.

EBIT in Reinforcement Materials increased by $9 million in the first six months
of fiscal 2022 compared to the same period of fiscal 2021. The increase was
driven by higher unit margins ($24 million) and higher volumes ($13 million)
partially offset by higher fixed cost ($25 million) and unfavorable impact from
foreign currency exchange ($4 million). The higher unit margins were primarily
driven by favorable 2022 calendar year customer agreements and benefit of higher
energy prices on our energy center and yield benefits. The higher volume was due
to increased demand in Asia Pacific and the Americas. The higher fixed costs
were primarily due to increased costs associated with utilities and maintenance.

                                       27

--------------------------------------------------------------------------------


As we look to the third quarter of the fiscal year, we expect EBIT in
Reinforcement Materials to improve sequentially due to our expectation that the
strong volume levels will continue with seasonally stronger growth. We also
anticipate margins to be maintained at healthy levels and prices adjusting for
changing input cost.

Performance Chemicals

Sales and EBIT for Performance Chemicals for the second quarter and first six months of fiscal 2022 and 2021 were as follows:



                                        Three Months Ended March 31             Six Months Ended March 31
                                        2022                  2021              2022                 2021
                                                                  (In millions)
Performance Additives Sales         $         266         $         203     $        493         $        387
Formulated Solutions Sales                     94                    91              169                  174
Performance Chemicals Sales         $         360         $         294     $        662         $        561
Performance Chemicals EBIT          $          70         $          58     $        122         $        112




Sales in Performance Chemicals increased by $66 million in the second quarter of
fiscal 2022 compared to the same period of fiscal 2021, primarily due to
favorable price and product mix (combined $75 million), partially offset by
unfavorable impact from foreign currency translation ($8 million) and lower
volumes ($1 million). The favorable price and product mix was due to increased
pricing to recover rising input costs across the segment. The lower volumes were
primarily due to a plant outage at our Belgium specialty compounds site,
partially offset by continued momentum in our growth vectors in battery
materials and inkjet applications.

In the first six months of fiscal 2022, sales in Performance Chemicals increased
by $101 million compared to the same period of fiscal 2021, primarily due to
favorable price and product mix (combined $127 million), partially offset by
lower volumes ($20 million) and by unfavorable impact from foreign currency
translation ($6 million). The favorable price and product mix was due to
increased pricing to recover rising input costs across the segment. The lower
volumes were primarily due to plant downtime of a fence-line partner in our
fumed metal oxides product line and a plant outage at our Belgium specialty
compounds site, partially offset by continued momentum in our growth vectors in
battery materials and inkjet applications.

EBIT in Performance Chemicals increased by $12 million in the second quarter of
fiscal 2022 compared to the second quarter of fiscal 2021 primarily due to
higher unit margins ($20 million), partially offset by higher fixed cost ($8
million). Higher unit margins were driven by strong pricing in our specialty
carbons and fumed metal oxides product lines and favorable product mix in our
specialty carbons product line. Fixed costs increased in support of our growth
vectors and higher utilities cost.

EBIT in Performance Chemicals increased by $10 million in the first six months
of fiscal 2022 compared to the same period of fiscal 2021 primarily due to
higher unit margins ($29 million), partially offset by lower volumes ($8
million) and higher fixed cost ($9 million). Higher unit margins were driven by
strong pricing and favorable product mix in our specialty carbons and fumed
metal oxides product lines. The lower volumes were primarily due to plant
downtime of a fence-line partner in our fumed metal oxides product line and a
plant outage at our Belgium specialty compounds site, partially offset by
continued momentum in battery materials applications driven by higher demand for
electric vehicles and continued product penetration with top battery producers.
Fixed costs increased in support of our growth vectors and higher utilities
cost.

As we look ahead to the third quarter of the fiscal year, we expect a sequential
volume increase led by growth in battery materials applications and the benefit
from our specialty compounds plant being fully back on-line. We anticipate that
unit margins will remain strong, but we do not expect to see the same benefit
from price increases ahead of raw material costs in our fumed metal oxides
product line. In addition, we expect fixed cost to increase due to plant
start-ups and higher utilities.

Purification Solutions

Sales and EBIT for Purification Solutions for the second quarter and first six months of fiscal 2022 and 2021 were as follows:



                                         Three Months Ended March 31              Six Months Ended March 31
                                        2022                    2021              2022                 2021
                                                                   (In millions)
Purification Solutions Sales        $          36           $          63     $         97         $         122
Purification Solutions EBIT         $           -           $           2     $          -         $           -



We divested the Purification Solutions business in March 2022. Refer to Note D of our Notes to the Consolidated Financial Statements.


                                       28

--------------------------------------------------------------------------------

Liquidity and Capital Resources

Overview



Our liquidity position, as measured by cash and cash equivalents plus borrowing
availability, decreased by $130 million during the first six months of fiscal
2022, which was due to a higher outstanding commercial paper balance at the end
of the period. The higher commercial paper balance was used to fund an increase
in net working capital resulting from the impact of rising raw material costs on
our inventory balance and higher prices on our accounts receivables balance. As
of March 31, 2022, we had cash and cash equivalents of $215 million and
borrowing availability under our revolving credit agreements of $968 million.

As of March 31, 2022, we had access to borrowings under the following two credit agreements:

$1 billion unsecured revolving credit agreement (the "U.S. Credit

Agreement") with JPMorgan Chase Bank, N.A., as Administrative Agent,

Citibank, N.A., as Syndication Agent, and the other lenders party thereto,


        which matures in August 2026, subject to two one-year options to extend
        the maturity, exercisable on or prior to August 6, 2022 and August 6,
        2023. The U.S. Credit Agreement supports our issuance of commercial paper,
        and borrowings under it may be used for working capital, letters of credit
        and other general corporate purposes.

• €300 unsecured revolving credit agreement (the "Euro Credit Agreement",

and together with the U.S. Credit Agreement, the "Credit Agreements"),

with Wells Fargo Bank, National Association, as Administrative Agent, and

the other lenders party thereto, which matures in May 2024 or earlier if

the U.S. Credit Agreement should terminate early. Borrowings under the

Euro Credit Agreement may be used for the repatriation of earnings of our

foreign subsidiaries to the United States, the repayment of indebtedness

of our foreign subsidiaries owing to us or any of our subsidiaries and for

working capital and general corporate purposes.




As of March 31, 2022, we were in compliance with the debt covenants under the
Credit Agreements, which, with limited exceptions, require us to comply on a
quarterly basis with a leverage test requiring the ratio of consolidated net
debt to consolidated EBITDA not to exceed 3.50 to 1.00. Consolidated net debt is
defined as consolidated debt offset by the lessor of (i) unrestricted cash and
cash equivalents and (ii) $150 million.

A significant portion of our business occurs outside the U.S. and our cash
generation does not always align geographically with our cash needs. The vast
majority of our cash and cash equivalent holdings tend to be held outside the
U.S. We generally use a combination of U.S. earnings, commercial paper issuances
and borrowings under our U.S. Credit Agreement to meet our U.S. cash needs, and
cash held by foreign subsidiaries is generally used to finance the subsidiaries'
operational activities and future investments. We usually reduce our commercial
paper balance and, if applicable, borrowings under our Credit Agreements, at
quarter-end using cash derived from customer collections, settlement of
intercompany balances and short-term intercompany loans. We also have cash
pooling structures that support our operations in the U.S., EMEA and China and
provide access to cash for our non-U.S. subsidiaries through the global pool. We
face limited restrictions on the flow of cash. Argentina has currency controls
in place that prevent the distribution of cash, but otherwise we are able to
move funds between our non-U.S. subsidiaries through our cash pools,
intercompany accounts and/or distributions, as needed. If additional funds are
needed in the U.S., we expect to be able to repatriate cash, including cash from
China, while paying any withholding or other taxes. However, we consider most
cash we generate in geographies outside the U.S. indefinitely reinvested.
Changes in tax laws in the U.S. or foreign countries could restrict our ability
to transfer funds or impose material costs on such transfers.

As of March 31, 2022, we had $238 million of commercial paper outstanding and our borrowings under the Euro Credit Agreement totaled $128 million.



We anticipate sufficient liquidity from (i) cash on hand; (ii) cash flows from
operating activities; and (iii) cash available from the Credit Agreements and
our commercial paper program to meet our operational and capital investment
needs and financial obligations for the foreseeable future. The liquidity we
derive from cash flows from operations is, to a large degree, predicated on our
ability to collect our receivables in a timely manner, the cost of our raw
materials, and our ability to manage inventory levels.

The following discussion of the changes in our cash balance refers to the various sections of our Consolidated Statements of Cash Flows.

Cash Flows from Operating Activities

Cash used by operating activities, which consists of net income adjusted for the various non-cash items included in income, changes in working capital and changes in certain other balance sheet accounts, totaled $39 million in the first six months of fiscal 2022 compared to $86 million of cash provided by operating activities during the same period of fiscal 2021.


                                       29

--------------------------------------------------------------------------------


Cash used by operating activities in the first six months of fiscal 2022 was
driven by an increase in net working capital of $254 million. The increase in
net working capital was driven by an increase in accounts receivable due to
higher sales and an increase in inventory driven by a higher cost of raw
materials, partially offset by an increase in accounts payable.

Cash provided by operating activities in the first six months of fiscal 2021 was
driven by business earnings excluding the non-cash impact of depreciation and
amortization of $77 million, which was partially offset by an increase in net
working capital of $179 million. The increase in net working capital was driven
by an increase in accounts receivable due to higher sales, an increase in
inventory driven by a higher cost of raw materials, and a $32.6 million cash
payment made in the first quarter of fiscal 2021 related to a respirator
litigation settlement in fiscal 2020.

Cash Flows from Investing Activities



Investing activities provided $15 million of cash in the first six months of
fiscal 2022 compared to $66 million of cash consumed in the first six months of
fiscal 2021. In both periods, investing activities included capital expenditures
for sustaining and compliance capital projects at our operating facilities as
well as capacity expansion capital expenditures primarily in Performance
Chemicals. Capital expenditures totaled $71 million and $69 million in the first
six months of fiscal 2022 and 2021, respectively. In addition, the first six
months of fiscal 2022 includes $79 million of net cash proceeds from the sale of
our Purification Solutions business in March 2022, as well as $5 million of cash
assumed from the acquisition of Tokai Carbon in February 2022.

Capital expenditures for fiscal 2022 are expected to be approximately $250
million. Our planned capital spending program for fiscal 2022 is primarily for
sustaining, compliance and improvement capital projects at our operating
facilities as well as capacity expansion capital expenditures in Performance
Chemicals.

Cash Flows from Financing Activities



Financing activities provided $85 million of cash in the first six months of
fiscal 2022 compared to $27 million of cash used during the same period of
fiscal 2021. In the first six months of fiscal 2022, financing activities
primarily consisted of the issuance of commercial paper of $167 million and
proceeds from short-term borrowings of $13 million, partially offset by dividend
payments to stockholders of $42 million, share repurchases of $34 million,
dividend payments to noncontrolling interests of $15 million, and repayments of
long-term debt of $7 million. We plan to refinance our $350 million in
registered notes with a coupon of 3.7% that mature in July of 2022 ahead of the
notes' maturity.

In the first six months of fiscal 2021, financing activities primarily consisted
of dividend payments to stockholders of $40 million and net repayments from
borrowings under our revolvers of $17 million, which consisted of proceeds of
$100 million less repayments of $117 million.

Other Information About Our Businesses



Each of our segments operates globally, and a significant portion of our
revenues and operating profits is derived from operations outside the U.S. In
particular, China continues to be an important producer of tires and products
for automotive applications and since we made our initial investment in China in
1988, we have increased our operations in China to support increased demand for
our products in China. In addition, a significant portion of battery
manufacturers are located in China, and we anticipate a material portion of the
future growth of our Battery Materials growth vector to be derived from our
business and operations in China. We employ local management teams for our
operations in China, and our business model in China is predominantly to make
and sell product in-country to established local and multi-national customers
with operations in China. In fiscal 2021, sales in China across our segments
constituted approximately 25% of our revenues, and our property, plant and
equipment located in China constituted approximately 25% of our total property,
plant and equipment as of September 30, 2021. (See Note U to our Consolidated
Financial Statements in our 2021 10-K). There are legal and operational risks
associated with having substantial operations in China, which are more fully
described under the heading "Risk Factors" in our 2021 10-K. Given the size of
our current operations in China and the future growth we anticipate from those
operations, if our ability to operate in China were to be constrained by legal
and operational risks, it could have a material negative impact on our overall
operations and the value of our securities.

                                       30

--------------------------------------------------------------------------------

Forward-Looking Information



This report on Form 10-Q contains "forward-looking statements" under the Federal
securities laws. These forward-looking statements address expectations or
projections about the future, including our expectations regarding our future
business performance and overall prospects; segment growth and the assumptions
underlying our growth expectations; demand for our products; when we expect to
pay the cash consideration for the Tokai acquisition; when we expect to receive
the balance of the cash purchase price for our sale of our Purification
Solutions business; the sufficiency of our cash on hand, cash provided from
operations and cash available under our credit and commercial paper facilities
to fund our cash requirements; our plans to refinance the 3.7% Notes that mature
in July 2022; anticipated capital spending; regulatory developments; expected
insurance proceeds related to flooding at our Pepinster, Belgium facility; cash
requirements and uses of available cash, including future cash outlays
associated with respirator liabilities and the timing of such outlays; exposure
to interest rate and foreign exchange risk; amortization expenses; our operating
tax rate; and the possible outcome of legal and environmental proceedings. From
time to time, we also provide forward-looking statements in other materials we
release to the public and in oral statements made by authorized officers.

Forward-looking 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 or difficult to predict. If known
or unknown risks materialize, our actual results could differ materially from
those expressed in the forward-looking statements. Importantly, as we cannot
predict the duration or scope of the COVID­19 pandemic, the negative impact to
our results cannot be estimated. Factors that will influence the impact on our
business and operations include the duration and extent of the pandemic, the
virulence and spread of different strains of the virus and the level and timing
of vaccine distribution around the world and its impact on the stability of
economic recovery and growth, the degree of disruption in supply chains from
global logistics matters resulting from the COVID­19 pandemic, impacts to
manufacturing operations resulting from government-imposed lockdowns, and other
general economic consequences of the pandemic. Further, the COVID-19 pandemic
has also contributed to increased costs and decreased availability of labor and
materials for construction projects, and these factors have increased the costs
of our capital improvement projects and may delay our completion of such
projects.

In addition to factors described elsewhere in this report, the following are
some of the factors that could cause our actual results to differ materially
from those expressed in our forward-looking statements: industry capacity
utilization and competition from other specialty chemical companies; safety,
health and environmental requirements and related constraints imposed on our
business; regulatory and financial risks related to climate change developments;
volatility in the price and availability of energy and raw materials, including
with respect to the Russian invasion of Ukraine; a significant adverse change in
a customer relationship or the failure of a customer to perform its obligations
under agreements with us; failure to achieve growth expectations from new
products, applications and technology developments; failure to realize benefits
from acquisitions, alliances, or joint ventures or achieve our portfolio
management objectives; negative or uncertain worldwide or regional economic
conditions and market opportunities, including from trade relations, global
health matters or geo-political conflicts; litigation or legal proceedings; tax
rates and fluctuations in foreign currency exchange and interest rates; our
inability to complete capacity expansions or other development projects; and the
accuracy of the assumptions we used in establishing reserves for our share of
liability for respirator claims. These other factors and risks are discussed
more fully in our 2021 10-K and in our subsequent SEC filings.
Item 3. Quantitative and Qualitative Disclosures About Market Risk


Information about market risks for the period ended March 31, 2022 does not differ materially from that discussed under Item 7A of our 2021 10-K. Item 4. Controls and Procedures




As of March 31, 2022, we carried out an evaluation, under the supervision and
with the participation of our management, including our principal executive
officer and our principal financial officer, of the effectiveness of our
disclosure controls and procedures pursuant to Rule 13a-15 under the Securities
Exchange Act of 1934, as amended. Based upon that evaluation, our principal
executive officer and our principal financial officer concluded that our
disclosure controls and procedures were effective as of that date.

There were no changes in our internal controls over financial reporting that
occurred during our fiscal quarter ended March 31, 2022 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting. As permitted by the rules and regulations of the
Securities and Exchange Commission we excluded from our assessment the internal
controls over financial reporting at Tokai Carbon (Tianjin) Co., which was
acquired on February 28, 2022, for the period ended March 31, 2022.

© Edgar Online, source Glimpses