UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549


FORM 8-K


CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported): January 30, 2013

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02  Results of Operations and Financial Condition.

On January 30, 2013, Cabot Corporation issued a press release announcing its operating results for its fiscal quarter ended December 31, 2012. A copy of the press release is furnished herewith as Exhibit 99.1.  

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits.

       99.1               Press release issued by Cabot Corporation on January 30, 2013

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  January 30, 2013

EXHIBIT INDEX

Exhibit 99.1

Cabot Corporation Reports First Quarter EPS of $0.31, Adjusted EPS of $0.66

Segment profits drive 5% year over year improvement in adjusted EPS

BOSTON--(BUSINESS WIRE)--January 30, 2013--Cabot Corporation (NYSE: CBT) today announced results for its first quarter of fiscal 2013.

Key Highlights

• Total segment EBIT improves 11% year over year
• Purification Solutions adds $7 million EBIT in the first quarter
• Specialty Fluids EBIT sequential decline of $11 million due to lower rental activity
• Royalties from Elastomer Composites licensing agreement with Michelin running through 2022

Commenting on the results, Patrick Prevost, Cabot’s President and CEO, said, “Our businesses yielded an improvement in year over year adjusted earnings per share despite the challenging macroeconomic environment. We made significant progress on several strategic initiatives during the quarter. We received royalties and another planned milestone payment from our Elastomer Composites technology licensing agreement with Michelin. It is a significant event as we have entered the next phase of our exclusive agreement for use of our technology in tire applications. The agreement and the associated royalties will extend through 2022. We also experienced a 25% increase in year over year Fumed Metal Oxides volumes through the launch of new products and the utilization of our new capacity. However, we experienced a substantially lower level of activity in our Specialty Fluids Business and a weak economic environment negatively affected our volumes and utilization levels in our Reinforcement Materials and Performance Materials Segments.”

Prevost continued, “The integration of Norit is going very well and we are pleased with our progress in this area. Our carbon black energy recovery and yield technology investments and the completion of our Fumed Metal Oxides expansion in Barry, Wales are on track. Across the company, we continue to optimize our fixed and variable cost structure as well as our ability to efficiently supply our global customer base.”

Financial Detail

For the first quarter of fiscal 2013, net income attributable to Cabot Corporation was $20 million ($0.31 per diluted common share), which includes a per share charge of $0.35, principally for acquisition-related expenses, restructuring, discontinued operations and tax-related certain items. Adjusted EPS for the first quarter of fiscal 2013 was $0.66 per share, which was an improvement of $0.03 compared to the first quarter of fiscal 2012.

Segment Results

Reinforcement Materials -- First quarter fiscal 2013 EBIT in Reinforcement Materials decreased by $5 million compared to the same quarter of fiscal 2012 as higher unit margins were offset by 3% lower volumes and higher manufacturing costs. Sequentially, EBIT increased $9 million due to higher unit margins and lower manufacturing costs that were partially offset by 4% lower volumes. With 2012 tire sales in OECD countries at their lowest level in the last three years, global tire production was negatively impacted. Our volumes this quarter reflect this weakness in underlying demand across most geographies.

Global and regional volume changes for Reinforcement Materials for the first quarter of fiscal 2013 as compared to the same quarter of the prior year and the fourth quarter of fiscal 2012 are included in the table below:

Performance Materials -- First quarter fiscal 2013 EBIT in Performance Materials increased by $5 million compared to the first quarter of fiscal 2012. The increase was driven by 25% higher volumes in Fumed Metal Oxides from new product introductions and the utilization of new capacity. Segment results also benefitted from lower manufacturing costs. These benefits were partially offset by 13% lower Specialty Carbons and Compounds volumes. Sequentially, Performance Materials EBIT decreased by $8 million, principally due to seasonally lower volumes in Fumed Metal Oxides, which experienced a 5% decline, and 18% lower volumes in Specialty Carbons and Compounds. These declines were partially offset by lower manufacturing costs.

Advanced Technologies -- For the first quarter of fiscal 2013, EBIT in Advanced Technologies increased by $2 million compared to the first quarter of fiscal 2012. The EBIT increase resulted principally from restructuring cost savings and from improved performance in Elastomer Composites, which had higher volumes and received royalties and a technology milestone payment. These benefits were partially offset by weaker performance from lower activity levels in Specialty Fluids. Sequentially, Advanced Technologies EBIT decreased by $9 million principally due to an $11 million decline in EBIT performance in Specialty Fluids, which was only partially offset by restructuring cost savings and an elastomer composites technology milestone payment.

Purification Solutions -- On July 31, 2012, we completed the acquisition of Norit N.V. For the first quarter of fiscal 2013, EBIT in Purification Solutions was $7 million.

Stand-alone Norit financial results, excluding purchase accounting impacts, for the three months ended December 31, 2012, resulted in adjusted EBITDA of $20 million, which is a decrease of $3 million compared to the same quarter of fiscal 2012. The decrease in adjusted EBITDA was driven by higher manufacturing costs and a 2% decrease in volumes driven by lower sales to the gas and air purification end markets partially offset by growth in other end markets. Sequentially, adjusted EBITDA improved $1 million as compared to the three months ended September 30, 2012. The increase was driven by a favorable product mix and lower fixed costs, but was partially offset by seasonally lower volumes.

Cash Performance -- The Company ended the first quarter of fiscal 2013 with a cash balance of $91 million, a decrease of $29 million from the fourth quarter of fiscal 2012. The decrease was driven by capital expenditures of $62 million and an increase in net working capital. These uses were partially offset by solid operating results.

Taxes -- During the first quarter of fiscal 2013, the Company recorded a net tax provision of $19 million, including a charge from tax certain items of $7 million. Excluding the impact of certain items, the operating tax rate on continuing operations for the first quarter of fiscal 2013 was 27%.

Outlook

“We remain cautious about the near-term as we are seeing mixed results across our portfolio of businesses,” Prevost said, commenting on the outlook for the Company. “We expect global tire demand to remain weak through the second fiscal quarter. We also expect the U.S. coal-fired utilities market to continue to be affected by the low price of natural gas. In our Performance Materials Segment, we have seen strong volume improvements in all businesses in the month of January. Overall, we anticipate demand to recover through 2013 and we are well positioned to capture volume growth as a result of the capacity expansions we have made. Over the last three years, we have improved our margin structure through our pricing initiatives, investment in operational excellence and the introduction of new products, which will continue to drive earnings growth.”

Earnings Call

The Company will host a conference call with industry analysts at 2 p.m. ET on Thursday, January 31, 2013. The call can be accessed through Cabot’s investor relations website at http://investor.cabot-corp.com

About Cabot Corporation

Cabot Corporation (NYSE: CBT) is a global specialty chemicals and performance materials company, headquartered in Boston, Massachusetts. The company is the world’s No. 1 producer of rubber and specialty grade carbon black, activated carbons, inkjet colorants and cesium formate drilling fluids and has market-leading positions in fumed silica, aerogel, and elastomer composites. For more information on Cabot, please visit the company’s website at: http://www.cabotcorp.com.

Forward-Looking Statements -- This earnings release contains forward-looking statements based on management’s current expectations, estimates and projections. All statements that address expectations or projections about the future, including our ability to meet our long-term financial targets, actions that will drive earnings growth, and demand for our products, including when we expect demand to recover and expectations for growth, are forward-looking statements. Some of the forward-looking statements may be identified by words like “expects,” “anticipates,” “plans,” “intends,” “projects,” “indicates,” and similar expressions. Forward-looking statements are based on our current expectations, assumptions, estimates and projections about Cabot's businesses and strategies, market trends and conditions, economic conditions and other factors. These statements are not guarantees of future performance and are subject to risks, uncertainties, potentially inaccurate assumptions, and other factors, some of which are beyond our control and difficult to predict. If known or unknown risks materialize, or should underlying assumptions prove inaccurate, our actual results could differ materially from past results and from those expressed in the forward-looking statement. Important factors that could cause our results to differ materially from those expressed in the forward-looking statements include, but are not limited to changes in raw material costs; lower than expected demand for our products; the loss of one or more of our important customers; our inability to complete capacity expansions as planned; the timing of implementation of environmental regulations; our failure to develop new products or to keep pace with technological developments; patent rights of others; the timely commercialization of products under development (which may be disrupted or delayed by technical difficulties, market acceptance, competitors' new products, as well as difficulties in moving from the experimental stage to the production stage); demand for our customers' products; competitors' reactions to market conditions; delays in the successful integration of structural changes, including acquisitions or joint ventures; the laws, regulations, policies and economic conditions, including inflation, interest and foreign currency exchange rates, of countries where we do business; and severe weather events that cause business interruptions, including plant and power outages or disruptions in supplier or customer operations. These factors are discussed more fully in the reports we file with the Securities and Exchange Commission, particularly our latest annual report on Form 10-K.

Explanation of Terms Used and Use of Non-GAAP Financial Measures -- The preceding discussion of our results and the accompanying financial tables report adjusted EPS, Total segment earnings before interest and taxes, “Total Segment EBIT”, operating tax rate and adjusted EBITDA, which are non-GAAP financial measures. Our chief operating decision-maker uses these non-GAAP financial measures to evaluate the performance of the Company in terms of profitability. We believe that these measures also assist our investors in evaluating the changes in our results and the Company's performance.

In calculating adjusted EPS, we exclude from our net income per share from continuing operations certain items of expense and income that management does not consider representative of the Company's ongoing operations. Adjusted EPS should be considered as supplemental to, and not as a replacement for, EPS determined in accordance with GAAP. A reconciliation of adjusted EPS to EPS from continuing operations, the most directly comparable GAAP financial measure, and the certain items that are excluded from our calculation of adjusted EPS, are provided in the table titled "Certain Items and Reconciliation of Adjusted EPS.”

Total Segment EBIT is a non-GAAP performance measure, and should not be considered an alternative for Income (loss) from continuing operations before taxes, the most directly comparable GAAP financial measure. In calculating Total Segment EBIT, we exclude “certain items”, meaning items that management does not consider representative of our fundamental segment results, as well as items that are not allocated to our business segments, such as interest expense and other corporate costs. Our Chief Operating Decision Maker uses segment EBIT to evaluate the operating results of each segment and to allocate resources to the segments. We believe that this non-GAAP measure provides useful supplemental information for our investors as it is an important indicator of the Company’s operational strength and performance. Investors should consider the limitations associated with this non-GAAP measure, including the potential lack of comparability of this measure from one company to another. A reconciliation of Total Segment EBIT to Income (loss) from continuing operations before income taxes and equity in net earnings of affiliate companies is provided in the table titled, “Summary Results by Segments.”

The term “operating tax rate” is a non-GAAP financial measure and represents the tax rate on our recurring operating results. This rate excludes discrete tax items, which are unusual or infrequent items that are excluded from the estimated annual effective tax rate and other tax items, including the impact of the timing of losses in certain jurisdictions, cumulative rate adjustment and the impact of certain items on both operating income and tax provision.

“Adjusted EBITDA” is a non-GAAP financial measure and refers to earnings before interest, taxes, depreciation and amortization, excluding items that management does not consider representative of the fundamental segment results. A reconciliation of Adjusted EBITDA from segment EBIT for the first quarter of fiscal 2013 is provided on the investor portion of our website at http://investor.cabot-corp.com, under the Non-GAAP Reconciliations section.

^(A) Amounts relate to the divesture of the Supermetals Business.