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Table of Contents


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 ______________________________
FORM 10-Q
______________________________ 
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2018
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
001-36587
(Commission File Number)
 _____________________________
Catalent, Inc.
(Exact name of registrant as specified in its charter)
_____________________________ 
Delaware
 
20-8737688
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
 
14 Schoolhouse Road, Somerset, NJ
 
08873
(Address of principal executive offices)
 
(Zip code)
(732) 537-6200
Registrant's telephone number, including area code
______________________________ 
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.    Yes  x    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). x  Yes    ¨  No
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.
Large accelerated filer x
 
 
Accelerated filer ¨
 
Non-accelerated filer ¨
 
(Do not check if a smaller reporting company)
Smaller reporting company ¨
 
 
 
 
Emerging growth company ¨
 
If an emerging growth company, indicate by check mark if the registrant has elected not 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  ¨    No  x

On April 27, 2018, there were 133,369,281 shares of the Registrant's common stock, par value $0.01 per share, issued and outstanding.

 


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CATALENT, INC. and Subsidiaries

INDEX TO FORM 10-Q
For the Three and Nine Months Ended March 31, 2018
 
Item
 
Page
 
 
 
Part I.
 
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
Part II.
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
Item 5.
 
 
 
Item 6.
 
 

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Special Note Regarding Forward-Looking Statements
In addition to historical information, this Quarterly Report on Form 10-Q may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are subject to the “safe harbor” created by those sections. All statements, other than statements of historical facts, included in this Quarterly Report on Form 10-Q are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words.
These statements are based on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments, and other factors they believe to be appropriate. Any forward-looking statement is subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements.
Some of the factors that may cause actual results, developments and business decisions to differ materially from those contemplated by such forward-looking statements include, but are not limited to, those described under the section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2017 (the "Fiscal 2017 10-K") and the following:

We participate in a highly competitive market, and increased competition may adversely affect our business.

The demand for our offerings depends in part on our customers’ research and development and the clinical and market success of their products. Our business, financial condition, and results of operations may be harmed if our customers spend less on, or are less successful in, these activities.

We are subject to product and other liability risks that could adversely affect our results of operations, financial condition, liquidity, and cash flows.

Failure to comply with existing and future regulatory requirements could adversely affect our results of operations and financial condition or result in claims from customers.

Failure to provide quality offerings to our customers could have an adverse effect on our business and subject us to regulatory actions or costly litigation.

The services and offerings we provide are highly exacting and complex, and if we encounter problems providing the services or support required, our business could suffer.

Our global operations are subject to economic, political, and regulatory risks, including the risks of changing regulatory standards or changing interpretations of existing standards, that could affect the profitability of our operations or require costly changes to our procedures.

The referendum in the United Kingdom (the "U.K.") and resulting decision of the U.K. government to consider exiting from the European Union could have future adverse effects on our revenues and costs, and therefore our profitability.

If we do not enhance our existing or introduce new technology or service offerings in a timely manner, our offerings may become obsolete over time, customers may not buy our offerings, and our revenue and profitability may decline.

We and our customers depend on patents, copyrights, trademarks, trade secrets, and other forms of intellectual property protections, but these protections may not be adequate.

Our future results of operations are subject to fluctuations in the costs, availability, and suitability of the components of the products we manufacture, including active pharmaceutical ingredients, excipients, purchased components, and raw materials.

Changes in market access or healthcare reimbursement for our customers’ products in the United States or internationally, including the possible repeal or replacement of the Affordable Care Act in the United States, could adversely affect our results of operations and financial condition by affecting demand for our offerings.

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As a global enterprise, fluctuations in the exchange rate of the U.S. dollar against foreign currencies could have a material adverse effect on our financial performance and results of operations.

The impact to our business of recently enacted U.S. tax legislation could differ materially from our current estimates.

Tax legislative or regulatory initiatives or challenges to our tax positions could adversely affect our results of operations and financial condition.

Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.

Changes to the estimated future profitability of the business may require that we establish an additional valuation allowance against all or some portion of our net U.S. deferred tax assets.

We are dependent on key personnel.

We use advanced information and communication systems to run our operations, compile and analyze financial and operational data, and communicate among our employees, customers, and counter-parties, so the risks generally associated with information and communications systems could adversely affect our results of operations. We are continuously working to install new, and upgrade existing, systems and provide employee awareness training around phishing, malware, and other cyber security risks to enhance the protections available to us, but such protections may be inadequate to address malicious attacks or inadvertent compromises of data security.

We engage, from time to time, in acquisitions and other transactions that may complement or expand our business or divest of non-strategic businesses or assets. We may not be able to complete such transactions, and such transactions, if executed, pose significant risks, including risks relating to our ability to successfully and efficiently integrate acquisitions and realize anticipated benefits therefrom. The failure to execute or realize the full benefits from any such transaction could have a negative effect on our operations.

Our offerings or our customers’ products may infringe on the intellectual property rights of third parties.

We are subject to environmental, health, and safety laws and regulations, which could increase our costs and restrict our operations in the future.

We are subject to labor and employment laws and regulations, which could increase our costs and restrict our operations in the future.

Certain of our pension plans are underfunded, and additional cash contributions we may make to increase the funding level will reduce the cash available for our business, such as the payment of our interest expense.

Our substantial leverage could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or in our industry, expose us to interest-rate risk to the extent of our variable rate debt, and prevent us from meeting our obligations under our indebtedness.

We caution you that the risks, uncertainties and other factors referenced above may not contain all of the risks, uncertainties, and other factors that are important to you. In addition, we cannot assure you that we will realize the results, benefits, or developments that we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our business in the way expected. There can be no assurance that (i) we have correctly measured or identified all of the factors affecting our business or the extent of these factors’ likely impact, (ii) the available information with respect to these factors on which such analysis is based is complete or accurate, (iii) such analysis is correct, or (iv) our strategy, which is based in part on this analysis, will be successful. All forward-looking statements in this report apply only as of the date of this report or as of the date they were made and we undertake no obligation, to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

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Social Media
We use our website (www.catalent.com), our corporate Facebook page (https://www.facebook.com/CatalentPharmaSolutions), and our corporate Twitter account (@catalentpharma) as channels for the distribution of information. The information we post through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following our press releases, Securities and Exchange Commission ("SEC") filings, and public conference calls and webcasts. The contents of our website and social media channels are not, however, a part of this report.

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PART I.    FINANCIAL INFORMATION

Item 1.
FINANCIAL STATEMENTS

Catalent, Inc. and Subsidiaries
Consolidated Statements of Operations
(Unaudited; Dollars in millions, except per share data)

 
Three Months Ended  
 March 31,
 
Nine Months Ended  
 March 31,
 
2018
 
2017
 
2018
 
2017
Net revenue
$
627.9

 
$
532.6

 
$
1,778.1

 
$
1,458.5

Cost of sales
436.2

 
365.2

 
1,258.9

 
1,019.1

Gross margin
191.7

 
167.4

 
519.2

 
439.4

Selling, general, and administrative expenses
117.0

 
100.9

 
338.3

 
295.3

Impairment charges and (gain)/loss on sale of assets
0.2

 
1.8

 
4.4

 
2.3

Restructuring and other
1.4

 
0.1

 
2.7

 
4.5

Operating earnings
73.1

 
64.6

 
173.8

 
137.3

Interest expense, net
29.9

 
22.6

 
81.4

 
67.5

Other expense/(income), net
10.5

 
7.3

 
29.8

 
3.4

Earnings from continuing operations, before income taxes
32.7

 
34.7

 
62.6

 
66.4

Income tax expense
13.7

 
8.7

 
61.7

 
18.4

Net earnings
$
19.0

 
$
26.0

 
$
0.9

 
$
48.0

 
 
 
 
 
 
 
 
Earnings per share:
 
 
 
 
 
 
 
Basic
 
 
 
 
 
 
 
Net earnings
$
0.14

 
$
0.21

 
$
0.01

 
$
0.38

Diluted
 
 


 
 
 


Net earnings
$
0.14

 
$
0.21

 
$
0.01

 
$
0.38

The accompanying notes are an integral part of these unaudited consolidated financial statements.


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Catalent, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income/(Loss)
(Unaudited; Dollars in millions)

 
Three Months Ended  
 March 31,
 
Nine Months Ended  
 March 31,
 
2018
 
2017
 
2018
 
2017
Net earnings
$
19.0

 
$
26.0

 
$
0.9

 
$
48.0

Other comprehensive income/(loss), net of tax
 
 
 
 
 
 
 
Foreign currency translation adjustments
38.2

 
24.6

 
62.9

 
(39.2
)
Pension and other post-retirement adjustments
0.4

 
0.8

 
1.3

 
2.3

Available for sale investments
0.7

 
1.0

 
(5.7
)
 
16.3

Other comprehensive income/(loss), net of tax
39.3

 
26.4

 
58.5

 
(20.6
)
Comprehensive income
$
58.3

 
$
52.4

 
$
59.4

 
$
27.4

The accompanying notes are an integral part of these unaudited consolidated financial statements.


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Catalent, Inc. and Subsidiaries
Consolidated Balance Sheets
(Unaudited; Dollars in millions, except share and per share data)
 
 
March 31,
2018
 
June 30,
2017
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
391.5

 
$
288.3

Trade receivables, net
506.8

 
488.8

Inventories
223.6

 
184.9

Prepaid expenses and other
92.5

 
97.8

Total current assets
1,214.4

 
1,059.8

Property, plant, and equipment, net
1,271.4

 
995.9

Other assets:
 
 
 
Goodwill
1,438.6

 
1,044.1

Other intangibles, net
572.2

 
273.1

Deferred income taxes
26.9

 
53.9

Other
30.6

 
27.5

Total assets
$
4,554.1

 
$
3,454.3

 
 
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
 
 
 
Current portion of long-term obligations and other short-term borrowings
$
70.6

 
$
24.6

Accounts payable
182.9

 
163.2

Other accrued liabilities
304.0

 
281.2

Total current liabilities
557.5

 
469.0

Long-term obligations, less current portion
2,706.5

 
2,055.1

Pension liability
128.0

 
129.5

Deferred income taxes
31.4

 
31.7

Other liabilities
62.3

 
45.5

Commitment and contingencies (see Note 13)
 
 
 
 
 
 
 
Shareholders' equity/(deficit):
 
 
 
Common stock $0.01 par value; 1.0 billion shares authorized on March 31, 2018 and June 30, 2017, 133,369,281 and 125,049,867 issued and outstanding on March 31, 2018 and June 30, 2017, respectively.
1.3

 
1.3

Preferred stock $0.01 par value; 100 million authorized on March 31, 2018 and June 30, 2017, 0 issued and outstanding on March 31, 2018 and June 30, 2017.

 

Additional paid in capital
2,277.5

 
1,992.0

Accumulated deficit
(954.8
)
 
(955.7
)
Accumulated other comprehensive income/(loss)
(255.6
)
 
(314.1
)
Total shareholders' equity
1,068.4

 
723.5

Total liabilities and shareholders' equity
$
4,554.1

 
$
3,454.3

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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Catalent, Inc. and Subsidiaries
Consolidated Statement of Changes in Shareholders' Equity/(Deficit)
(Unaudited; Dollars in millions, except share data in thousands)
 
 
Shares of Common Stock
 
Common
Stock
 
Additional
Paid in
Capital
 
Accumulated
Deficit
 
Accumulated
Other
Comprehensive
Income/(Loss)
 
Total
Shareholders'
Equity/ (Deficit)
Balance at June 30, 2017
125,049.9

 
$
1.3

 
$
1,992.0

 
$
(955.7
)
 
$
(314.1
)
 
$
723.5

Equity offering, sale of common stock
7,354.2

 

 
277.8

 
 
 
 
 
277.8

Share issuances related to equity-based
     compensation
965.2

 

 
 
 
 
 
 
 

Equity compensation
 
 
 
 
21.1

 
 
 
 
 
21.1

Cash paid, in lieu of equity, for tax
     withholding
 
 
 
 
(13.4
)
 
 
 
 
 
(13.4
)
Net earnings
 
 
 
 
 
 
0.9

 
 
 
0.9

Other comprehensive income, net
     tax
 
 
 
 
 
 
 
 
58.5

 
58.5

Balance at March 31, 2018
133,369.3

 
$
1.3

 
$
2,277.5

 
$
(954.8
)
 
$
(255.6
)
 
$
1,068.4

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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Catalent, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited; Dollars in millions)
 
Nine Months Ended 
 March 31,
 
2018
 
2017
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net earnings
$
0.9

 
$
48.0

Adjustments to reconcile earnings from continued operations to net cash from operations:
 
 
 
Depreciation and amortization
137.5

 
107.8

Non-cash foreign currency transaction (gain)/loss, net
14.3

 
5.7

Amortization and write-off of debt financing costs
3.6

 
5.6

Asset impairments and (gain)/loss on sale of assets
4.4

 
2.3

Reclassification of financing fees paid
11.8

 

Equity compensation
21.1

 
16.4

Provision/(benefit) for deferred income taxes
40.3

 
0.8

Provision for bad debts and inventory
4.9

 
5.6

Change in operating assets and liabilities:
 
 
 
Decrease/(increase) in trade receivables
33.6

 
26.3

Decrease/(increase) in inventories
(6.3
)
 
(20.2
)
Increase/(decrease) in accounts payable
15.3

 
(12.4
)
Other assets/accrued liabilities, net current and non-current
(10.2
)
 
13.4

Net cash provided by operating activities
271.2

 
199.3

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Acquisition of property and equipment and other productive assets
(117.7
)
 
(87.8
)
Proceeds from sale of property and equipment
1.8

 
0.7

Proceeds from sale of subsidiaries
3.4

 

Payment for acquisitions, net of cash acquired
(748.0
)
 
(169.9
)
Net cash (used in) investing activities
(860.5
)
 
(257.0
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Net change in other borrowings
(2.6
)
 
(5.9
)
Proceeds from borrowing, net
442.6

 
397.4

Payments related to long-term obligations
(14.2
)
 
(213.9
)
Financing fees paid
(15.6
)
 
(6.4
)
Proceeds from sale of common stock, net
277.8

 

Cash paid, in lieu of equity, for tax-withholding obligations
(13.4
)
 
(2.8
)
Net cash provided by financing activities
674.6

 
168.4

Effect of foreign currency on cash
17.9

 
(1.1
)
NET INCREASE/(DECREASE) IN CASH AND EQUIVALENTS
103.2

 
109.6

CASH AND EQUIVALENTS AT BEGINNING OF PERIOD
288.3

 
131.6

CASH AND EQUIVALENTS AT END OF PERIOD
$
391.5

 
$
241.2

SUPPLEMENTARY CASH FLOW INFORMATION:
 
 
 
Interest paid
$
57.2

 
$
54.8

Income taxes paid, net
$
8.3

 
$
25.8


The accompanying notes are an integral part of these unaudited consolidated financial statements.

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Catalent, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements

 
1.
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business
Catalent, Inc. ("Catalent" or the "Company") directly and wholly owns PTS Intermediate Holdings LLC ("Intermediate Holdings"). Intermediate Holdings directly and wholly owns Catalent Pharma Solutions, Inc. ("Operating Company"). The financial results of Catalent are comprised of the financial results of Operating Company and its subsidiaries on a consolidated basis.
Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the year ending June 30, 2018. The consolidated balance sheet at June 30, 2017 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. For further information on the Company's accounting policies and footnotes, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2017 filed with the Securities and Exchange Commission ("SEC").
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Such estimates include, but are not limited to, allowance for doubtful accounts, inventory and long-lived asset valuation, goodwill and other intangible asset valuation and impairment, equity-based compensation, income taxes, and pension plan asset and liability valuation. Actual amounts may differ from these estimated amounts.
Foreign Currency Translation
The financial statements of the Company’s operations outside the U.S. are generally measured using the local currency as the functional currency. Adjustments to translate the assets and liabilities of these foreign operations into U.S. dollars are accumulated as a component of other comprehensive income/(loss) utilizing period-end exchange rates. The currency fluctuations related to certain long-term inter-company loans deemed to not be repayable in the foreseeable future have been recorded within cumulative translation adjustment, a component of other comprehensive income/(loss). In addition, the currency fluctuation associated with the portion of the Company’s euro-denominated debt designated as a net investment hedge is included as a component of other comprehensive income/(loss). Foreign-currency transaction gains and losses calculated by utilizing weighted average exchange rates for the period are included in the consolidated statements of operations in the other expense/(income), net line item. Foreign currency translation gains and losses generated from inter-company loans that are long-term in nature, but may be repayable in the foreseeable future, are also recorded within the other expense/(income), net line item on the consolidated statements of operations.
Revenue Recognition
In accordance with Accounting Standards Codification ("ASC") 605 Revenue Recognition, the Company recognizes revenue when persuasive evidence of an arrangement exists, product delivery has occurred or the services have been rendered, the price is fixed or determinable, and collectability is reasonably assured. In cases where the Company has multiple contracts with the same customer, the Company evaluates those contracts to assess if the contracts are linked or are separate arrangements. Factors the Company considers include the timing of negotiation, interdependency with other contracts or elements, and payment terms. The Company and its customers generally view each contract discussion as a separate arrangement.
Manufacturing and packaging service revenue is recognized upon delivery of the product in accordance with the terms of the contract, which specify when transfer of title and risk of loss occurs. Some of the Company’s manufacturing contracts with

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its customers have annual minimum purchase requirements. At the end of the contract year, revenue is recognized for the unfilled purchase obligation in accordance with the contract terms. Development service contracts generally take the form of a fee-for-service arrangement. After the Company has evidence of an arrangement, the price is determinable, and there is a reasonable expectation regarding payment, the Company recognizes revenue at the point in time the service obligation is completed and accepted by the customer. Examples of output measures include a formulation report, analytical and stability testing, clinical batch production or packaging, and the storage and distribution of a customer’s clinical trial material. Development service revenue is primarily driven by the Company’s Drug Delivery Solutions and Softgel Technologies segments.
Arrangements containing multiple elements, including service arrangements, are accounted for in accordance with the provisions of ASC 605-25 Revenue Recognition—Multiple-Element Arrangements. The Company determines the separate units of account in accordance with ASC 605-25. If the deliverable meets the criteria of a separate unit of accounting, the arrangement consideration is allocated to each element based upon its relative selling price. In determining the best evidence of selling price of a unit of account, the Company utilizes vendor-specific objective evidence ("VSOE"), which is the price the Company charges when the deliverable is sold separately. When VSOE is not available, management uses relevant third-party evidence ("TPE") of selling price, if available. When neither VSOE nor TPE of selling price exists, management uses its best estimate of selling price.
Goodwill
The Company accounts for purchased goodwill and intangible assets with indefinite lives in accordance with ASC 350 Goodwill, Intangible and Other Assets. Under ASC 350, goodwill and intangible assets with indefinite lives are not amortized, but instead are tested for impairment at least annually. The Company's most recent annual goodwill impairment test was conducted as of April 1, 2017. The Company assesses goodwill for possible impairment by comparing the carrying value of its reporting units to their fair values. The Company determines the fair value of its reporting units utilizing estimated future discounted cash flows and incorporates assumptions that it believes marketplace participants would utilize. In addition, the Company uses comparative market information and other factors to corroborate the discounted cash flow results.
Property and Equipment and Other Definite Lived Intangible Assets
Property and equipment are stated at cost. Depreciation expense is computed using the straight-line method over the estimated useful lives of the assets, including capital lease assets that are amortized over the shorter of their useful lives or the terms of the respective leases. The Company generally uses the following ranges of useful lives for its property and equipment categories: buildings and improvements — 5 to 50 years; machinery and equipment — 3 to 10 years; and furniture and fixtures — 3 to 7 years. Depreciation expense was $34.1 million and $92.4 million for the three and nine months ended March 31, 2018, respectively, and $25.5 million and $74.7 million for the three and nine months ended March 31, 2017, respectively. Depreciation expense includes amortization of assets related to capital leases. The Company charges repairs and maintenance costs to expense as incurred. The amount of capitalized interest was immaterial for all periods presented.
Intangible assets with finite lives, primarily including customer relationships, patents, and trademarks are amortized over their useful lives. The Company evaluates the recoverability of its other long-lived assets, including amortizing intangible assets, if circumstances indicate impairment may have occurred pursuant to ASC 360 Property, Plant and Equipment. This analysis is performed by comparing the respective carrying values of the assets to the current and expected future cash flows, on an un-discounted basis, to be generated from such assets. If such analysis indicates that the carrying value of these assets is not recoverable, the carrying value of such assets is reduced to fair value through a charge to the consolidated statements of operations. Fair value is determined based on assumptions the Company believes marketplace participants would utilize and comparable marketplace information in similar arm's-length transactions. Impairment charges related to definite-lived intangible assets and property, plant, and equipment were not material for the three and nine months ended March 31, 2018 and 2017.
Research and Development Costs
The Company expenses research and development costs as incurred. Costs incurred in connection with the development of new offerings and manufacturing process improvements are recorded within selling, general, and administrative expenses. Such research and development costs included in selling, general, and administrative expenses amounted to $1.8 million and $5.1 million for the three and nine months ended March 31, 2018, respectively, and $2.3 million and $5.3 million for the three and nine months ended March 31, 2017, respectively. Costs incurred in connection with research and development services the Company provides to customers and services performed in support of the commercial manufacturing process for customers are recorded within cost of sales. Such research and development costs included in cost of sales amounted to $11.2 million and $33.6 million for the three and nine months ended March 31, 2018, respectively, and $11.5 million and $32.8 million for the three and nine months ended March 31, 2017, respectively.

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Earnings Per Share
The Company reports net earnings per share in accordance with ASC 260 Earnings per Share. Under ASC 260, basic earnings per share, which excludes dilution, is computed by dividing net earnings or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution caused by securities that could be exercised or converted into common shares, and is computed by dividing net earnings or loss available to common stockholders by the weighted average of common shares outstanding plus the dilutive potential common shares. Diluted earnings per share includes in-the-money stock options, restricted stock units, and unvested restricted stock using the treasury stock method. During a loss period, the assumed exercise of in-the-money stock options has an anti-dilutive effect, and, therefore, these instruments are excluded from the computation of diluted earnings per share.
Equity-Based Compensation
The Company accounts for its equity-based compensation awards pursuant to ASC 718 Compensation—Stock Compensation. ASC 718 requires companies to recognize compensation expense using a fair-value-based method for costs related to share-based payments including stock options, restricted stock units, and restricted stock. The expense is measured based on the grant date fair value of the awards, and the expense is recorded over the applicable requisite service period using the accelerated attribution method. Forfeitures are recognized as and when they occur. In the absence of an observable market price for a share-based award, the fair value is based upon a valuation methodology that takes into consideration various factors, including the exercise price of the award, the expected term of the award, the current price of the underlying shares, the expected volatility of the underlying share price based on peer companies, the expected dividends on the underlying shares, and the risk-free interest rate.
The terms of the Company’s equity-based compensation plans permit an employee holding vested awards to elect to have the Company withhold a portion of the shares otherwise issuable upon the employee's exercise of an option or receipt of stock, a so-called "net settlement transaction," as a means of paying the option exercise price or meeting tax-withholding requirements, or both.
Marketable Securities

Marketable securities consist of investments that have a readily determinable fair value based on quoted market price of the investment, which is considered a Level 1 fair-value measurement. Under ASC 320, Investments—Debt and Equity Securities, these investments are classified as available-for-sale and are reported at fair value in other current assets on the Company's consolidated balance sheet. Unrealized holding gains and losses are reported within accumulated other comprehensive income/(loss). Realized gains and losses are reported within other expense/(income). Under the Company's accounting policy, a decline in the fair value of marketable securities is deemed to be "other than temporary" and such marketable securities are generally considered to be impaired if their fair value is less than the Company's cost basis for a period based on the particular facts and circumstances surrounding the investment. If a decline in the fair value of a marketable security below the Company's cost basis is determined to be other than temporary, such marketable security is written down to its estimated fair value as a new cost basis and the amount of the write-down is included in earnings as an impairment charge.


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Recent Financial Accounting Standards
Recently Adopted Accounting Standards
In July 2015, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2015-11, Simplifying the Measurement of Inventory, which requires an entity to measure inventory at lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The ASU is effective for public reporting entities in fiscal years beginning after December 15, 2016. The Company adopted this ASU prospectively in fiscal 2018. The adoption of this ASU did not have any material impact to the Company's consolidated financial statements.
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which provides clarification on the presentation and classification of certain cash receipts and cash payments in the statement of cash flows. The guidance will be effective for public reporting entities in fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted in any interim or annual period. The Company early adopted this ASU retrospectively in fiscal 2018. The adoption of this ASU did not have any material impact to the Company's consolidated financial statements.
New Accounting Standards Not Adopted as of March 31, 2018
In February 2018, the FASB issued ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which permits an entity to reclassify to retained earnings the stranded tax effects caused by the Tax Cuts and Jobs Act of 2017 on items within accumulated other comprehensive income/(loss). The ASU will be effective for fiscal years beginning after December 15, 2018 and interim periods within those years. Early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements.
In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, which reduces the complexity of and simplifies the application of hedge accounting by preparers. The ASU will be effective for fiscal years beginning after December 15, 2018 and interim periods within those years. Early adoption is permitted. The adoption of this guidance is not expected to be material to the Company's consolidated financial statements.
In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting, which clarifies when an entity will apply modification accounting for changes to stock-based compensation arrangements. Modification accounting applies if the value, vesting conditions, or classification of an award changes. The ASU will be effective for annual periods beginning after December 15, 2017 and interim periods within those annual periods. Early adoption is permitted. The adoption of this guidance is not expected to be material to the Company's consolidated financial statements.
In March 2017, the FASB issued ASU 2017-07, Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which requires entities to report the service cost component of the net periodic benefit cost in the same income statement line as other compensation costs arising from services rendered by employees during the reporting period. The other components of the net benefit costs will be presented in the income statement separately from the service cost and below the income from operations subtotal. The ASU will be effective for public reporting entities in fiscal years beginning after December 15, 2017 and interim periods within those years. Early adoption is permitted in the first interim period of a fiscal year. The adoption of this guidance is not expected to be material to the Company's consolidated financial statements.
In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which provides additional guidance on the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions of assets or businesses. The ASU will be effective for public reporting entities in fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements.

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In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which will supersede ASC 840 Leases. The new guidance requires lessees to recognize most leases on their balance sheets for the rights and obligations created by those leases. The guidance requires enhanced disclosures regarding the amount, timing, and uncertainty of cash flows arising from leases and will be effective for public reporting entities in annual reporting periods beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The guidance is required to be adopted using the modified retrospective approach. The Company anticipates that most of its operating leases will result in the recognition of additional assets and corresponding liabilities on its consolidated balance sheets. The Company continues to evaluate the impact of adopting this guidance and its implication on its consolidated financial statements.
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which will supersede nearly all existing revenue-recognition guidance. The new guidance’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, the new guidance creates a five-step model that requires a company to exercise judgment when considering the terms of the contracts and all relevant facts and circumstances. The five steps require a company to identify customer contracts, identify the separate performance obligations, determine the transaction price, allocate the transaction price to the separate performance obligations, and recognize revenue when each performance obligation is satisfied. On July 9, 2015, the FASB approved a one-year deferral of the effective date so that the new guidance is effective for public reporting entities for annual and interim periods beginning after December 15, 2017. The new guidance allows for either full retrospective adoption, where the standard is applied to all periods presented, or modified retrospective adoption, where the standard is applied only to the most current period presented in the financial statements. Early adoption is permitted. The Company has identified its revenue streams, reviewed the initial impacts of adopting the new standard on those revenue streams, and appointed a governance committee and project management leader. While the Company continues to assess all potential impacts of the standard, it has preliminarily assessed that the timing of revenue recognition may change for certain contractual arrangements containing minimum-volume commitments in which the price is not fixed or determinable pursuant to the terms of the agreement. Under the current standard, the related pricing adjustments are considered to be contingent, while under the new standard they will likely be accounted for as variable consideration and revenue might be recognized earlier provided that the Company can reliably estimate the amount expected to be realized. Further, the Company has preliminarily determined that, for commercial supply arrangements, revenue will be recognized at the point in time of completing the required quality assurance process. The Company expects to adopt the new standard on a modified retrospective basis.
2.
BUSINESS COMBINATIONS

Transaction Overview:
On October 23, 2017, the Company acquired 100% of the equity interest in Cook Pharmica LLC (now doing business as Catalent Indiana, LLC, "Catalent Indiana") for an aggregate nominal purchase price of $950 million, subject to adjustment, in order to enhance the Company's biologics capabilities. Catalent Indiana is a biologics-focused contract development and manufacturing organization with capabilities across biologics development, clinical, and commercial cell culture manufacturing, formulation, finished-dose manufacturing, and packaging.

The Company accounted for the transaction using the acquisition method of accounting for business combinations, in accordance with ASC 805 Business Combinations. The total consideration was (in thousands):
Cash paid at closing
$
748,002

Fair value of deferred consideration at closing
 
184,838

    Total consideration
$
932,840


In addition to the cash paid at the closing of the acquisition, the purchase agreement includes a deferred consideration arrangement that requires the Company to pay an additional $200.0 million in $50.0 million increments on each of the first four anniversaries of the closing. The fair value of the deferred consideration recognized on the acquisition date was estimated by calculating the risk-adjusted present value of the deferred cash payments and includes a component of imputed interest. This deferred consideration is included in current and long-term obligations within the Company's consolidated balance sheet at March 31, 2018.
Following the acquisition, the operating results of the Catalent Indiana business have been included in the Company's consolidated financial statements. For the period from the acquisition date through March 31, 2018, Catalent Indiana's net revenue was $95.7 million and pre-tax earnings were $16.5 million. Transaction costs incurred as a result of the acquisition of

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$0.2 million and $10.6 million are included in selling, general, and administrative expenses for the three and nine months ended March 31, 2018, respectively.

Valuation Assumptions and Preliminary Purchase Price Allocation:

The Company estimated fair values at the date of acquisition for the preliminary allocation of consideration to the net tangible and intangible assets acquired and liabilities assumed. During the one-year measurement period, the Company will continue to obtain information to assist in finalizing the fair value of net assets acquired, which may differ materially from these preliminary estimates. If any measurement period adjustment is material, the Company will record such adjustments, including any related impact on net income, in the reporting period in which the adjustment is determined.

The preliminary purchase price allocation to assets acquired and liabilities assumed in the transaction is (in thousands):

Accounts Receivable
$
37,021

Inventory
 
25,144

Other current assets
 
1,344

Property, plant, and equipment
 
221,139

Identifiable intangible assets
 
330,000

Trade and other payables
 
5,380

Deferred revenue
 
18,132

Total identifiable net assets
 
591,136

Goodwill
 
341,704

Total assets acquired and liabilities assumed
$
932,840


The carrying value of trade receivables, raw materials inventory, and trade payables, as well as certain other current and non-current assets and liabilities, generally represented the fair value at the date of acquisition.

Property, plant, and equipment was valued using a combination of the sales comparison approach and cost approach, which is based on current replacement and/or reproduction cost of the asset as new, less depreciation attributable to physical, functional, and economic factors. The Company then determined the remaining useful life based on the anticipated life of the asset and Company policy for similar assets.

Customer-relationship intangible assets of $330 million were valued using the multi-period, excess-earnings method, a method that values the intangible asset using the present value of the after-tax cash flows attributable to the intangible asset only. The significant assumptions used in developing the valuation included the estimated annual net cash flows (including application of an appropriate margin to forecasted revenue, selling and marketing costs, return on working capital, contributory asset charges, and other factors), the discount rate which appropriately reflects the risk inherent in each future cash flow stream, and the assessment of the asset’s life cycle, as well as other factors. The assumptions used in the financial forecasts were based on historical data, supplemented by current and anticipated growth rates, management plans, and market-comparable information. Fair-value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors. Preliminary assumptions may change and may result in significant changes to the final valuation. The customer relationship intangible asset has a weighted average useful life of 14 years.

Goodwill has preliminarily been allocated to our Drug Delivery Solutions segment as shown in Note 3, Goodwill. Goodwill is expected to be deductible for tax purposes and is mainly comprised of the following: growth from an expected increase in capacity utilization, potential new customers, and the biologic expertise and know-how acquired with the acquisition of Catalent Indiana's workforce.


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Pro Forma Results:

The following table provides unaudited pro forma results for the Company, prepared in accordance with ASC 805, for the three and nine months ended March 31, 2018 and March 31, 2017, as if the Company had acquired Catalent Indiana as of July 1, 2016.
 
For the Three Months Ended
 
For the Nine Months Ended
 
March 31, 2018
 
March 31, 2017
 
March 31, 2018
 
March 31, 2017
 
(in millions, except per share data)
Revenue
$
633.1

 
$
576.7

 
$
1,849.3

 
$
1,593.3

Net income
23.1
 
 
21.2
 
 
22.1
 
 
20.6
 
Basic earnings per share
0.17
 
 
0.16
 
 
0.17
 
 
0.16
 
Diluted earnings per share
0.17
 
 
0.16
 
 
0.16
 
 
0.15
 

The unaudited pro forma financial information was prepared based on the historical information of Catalent and Catalent Indiana. In order to reflect the acquisition on July 1, 2016, the unaudited pro formal financial information includes adjustments to reflect the incremental amortization expense to be incurred based on the fair value of the intangible assets acquired, the incremental depreciation expense related to the fair-value adjustments associated with Catalent Indiana's property, plant, and equipment, the additional interest expense associated with the issuance of debt to finance the acquisition, the shares issued in connection with the first quarter equity offering to finance the acquisition, and the acquisition, integration, and financing-related costs incurred during the three and nine months ended March 31, 2018 and 2017, respectively. The results do not include any anticipated cost savings or other effects associated with integrating Catalent Indiana into the rest of the Company. Unaudited pro forma amounts are not necessarily indicative of results had the acquisition occurred on July 1, 2016 or of future results.
3.
GOODWILL
The following table summarizes the changes between June 30, 2017 and March 31, 2018 in the carrying amount of goodwill in total and by reporting segment:
(Dollars in millions)
Softgel Technologies
 
Drug Delivery Solutions
 
Clinical Supply Services
 
Total
Balance at June 30, 2017
$
415.2

 
$
477.2

 
$
151.7

 
$
1,044.1

Additions

 
341.7

 

 
341.7

Divestitures
(0.9
)
 

 

 
(0.9
)
Foreign currency translation adjustments
19.6

 
19.8

 
14.3

 
53.7

Balance at March 31, 2018
$
433.9

 
$
838.7

 
$
166.0

 
$
1,438.6

The reduction in goodwill in the Softgel Technologies reporting segment relates to the sale of two manufacturing sites in the Asia Pacific region. The site divestitures were not material either individually or in the aggregate to the segment or to the Company. The increase in goodwill in the Drug Delivery Solutions reporting segment relates to the Catalent Indiana acquisition. See Note 2, Business Combinations. There were no impairment charges recorded in the current period.

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4.
DEFINITE-LIVED LONG-LIVED ASSETS
The Company’s definite-lived long-lived assets include property, plant, and equipment as well as other intangible assets with definite lives. Refer to Note 15, Supplemental Balance Sheet Information for details related to property, plant, and equipment.
The details of other intangible assets subject to amortization as of March 31, 2018 and June 30, 2017 are as follows:
(Dollars in millions)
Weighted Average Life
 
Gross
Carrying
Value
 
Accumulated
Amortization
 
Net
Carrying
Value
March 31, 2018
 
 
 
 
 
 
 
Amortized intangibles:
 
 
 
 
 
 
 
Core technology
18 years
 
$
177.0

 
$
(86.1
)
 
$
90.9

Customer relationships
14 years
 
598.6

 
(135.7
)
 
462.9

Product relationships
12 years
 
218.7

 
(200.3
)
 
18.4

Total intangible assets
 
 
$
994.3

 
$
(422.1
)
 
$
572.2

The increase in customer relationships as of March 31, 2018 is associated with the acquisition of Catalent Indiana in October 2017. Refer to Note 2, Business Combinations for details of the acquisition.
(Dollars in millions)
Weighted Average Life
 
Gross
Carrying
Value
 
Accumulated
Amortization
 
Net
Carrying
Value
June 30, 2017
 
 
 
 
 
 
 
Amortized intangibles:
 
 
 
 
 
 
 
Core technology
18 years
 
$
170.3

 
$
(74.8
)
 
$
95.5

Customer relationships
14 years
 
253.0

 
(106.1
)
 
146.9

Product relationships
12 years
 
206.9

 
(176.2
)
 
30.7

Total intangible assets
 
 
$
630.2

 
$
(357.1
)
 
$
273.1

Amortization expense was $17.6 million and $45.1 million for the three and nine months ended March 31, 2018, respectively, and $11.0 million and $33.1 million for the three and nine months ended March 31, 2017, respectively. Future amortization expense for the next five fiscal years is estimated to be:
(Dollars in millions)
Remainder 
 Fiscal 2018
 
2019
 
2020
 
2021
 
2022
 
2023
Amortization expense
$
17.7

 
$
65.1

 
$
50.6

 
$
50.6

 
$
50.6

 
$
50.6


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5.
LONG-TERM OBLIGATIONS AND OTHER SHORT-TERM BORROWINGS
Long-term obligations and other short-term borrowings consist of the following at March 31, 2018 and June 30, 2017:
(Dollars in millions)
Maturity as of March 31, 2018
 
March 31, 2018
 
June 30, 2017
Senior Secured Credit Facilities
 
 
 
 
 
Term loan facility U.S. dollar-denominated
May 2024
 
$
1,231.7

 
$
1,244.2

       Term loan facility euro-denominated
May 2024
 
382.6

 
352.0

Euro-denominated 4.75% Senior Notes due 2024
December 2024
 
466.2

 
424.3

U.S. dollar-denominated 4.875% Senior Notes due 2026
January 2026
 
443.6

 

Deferred purchase consideration
September 2021
 
187.4

 

$200 million revolving credit facility
May 2022
 

 

Capital lease obligations
2020 to 2032
 
63.6

 
53.3

Other obligations
2018 to 2019
 
2.0

 
5.9

Total
 
 
2,777.1

 
2,079.7

Less: Current portion of long-term obligations and other short-term
borrowings
 
 
70.6

 
24.6

Long-term obligations, less current portion
 
 
$
2,706.5

 
$
2,055.1

Senior Secured Credit Facilities and Third Amendment
On October 18, 2017, Operating Company completed Amendment No. 3 (the "Third Amendment") to its Amended and Restated Credit Agreement, dated as of May 20, 2014 (as subsequently amended, the "Credit Agreement"), governing the senior secured credit facilities that provide U.S. dollar, denominated term loans, euro-denominated term loans, and a revolving credit facility. The Third Amendment lowered the interest rate on U.S. dollar-denominated and euro-denominated term loans and the revolving credit facility and extended the maturity dates on the senior secured credit facilities by three years. The new applicable rate for U.S. dollar-denominated term loans is LIBOR (the London Interbank Offered Rate, subject to a floor of 1.00%) plus 2.25%, which is 0.50% lower than the previous rate, and the new applicable rate for euro-denominated term loans is Euribor (the Euro Interbank Offered Rate published by the European Money Markets Institute, subject to a floor of 1.00%) plus 1.75%, which is 0.75% lower than the previous rate. The new applicable rate for the revolving loans is initially LIBOR plus 2.25%, which is 1.25% lower than the previous rate, and such rate can additionally be reduced to LIBOR plus 2.00% in future periods based on a measure of Operating Company's total leverage ratio. The term loans and revolving loans will now mature in May 2024 and May 2022, respectively. The Third Amendment also includes a prepayment of 1.0% in the event of another repricing event on or before the six-month anniversary of the Third Amendment.
Euro-denominated 4.75% Senior Notes due 2024
On December 9, 2016, Operating Company completed a private offering of €380.0 million aggregate principal amount of 4.75% Senior Notes due 2024 (the "Euro Notes"). The Euro Notes are fully and unconditionally guaranteed, jointly and severally, by all of the wholly owned U.S. subsidiaries of Operating Company that guarantee its senior secured credit facilities. The Euro Notes were offered in the United States to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and outside the United States only to non-U.S. investors pursuant to Regulation S under the Securities Act. The Euro Notes will mature on December 15, 2024, bear interest at the rate of 4.75% per annum and are payable semi-annually in arrears on June 15 and December 15 of each year.

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U.S. Dollar-denominated 4.875% Senior Notes due 2026
On October 18, 2017, Operating Company completed a private offering (the "Debt Offering") of $450.0 million aggregate principal amount of 4.875% Senior Notes due 2026 (the "USD Notes"). The USD Notes are fully and unconditionally guaranteed, jointly and severally, by all of the wholly owned U.S. subsidiaries of Operating Company that guarantee its senior secured credit facilities. The USD Notes were offered in the United States to qualified institutional buyers in reliance on Rule 144A under the Securities Act and outside the United States only to non-U.S. investors pursuant to Regulation S under the Securities Act. The USD Notes will mature on January 15, 2026, bear interest at the rate of 4.875% per annum, and are payable semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2018. The net proceeds of the Debt Offering, after payment of the initial purchasers' discount and related fees and expenses, were used to fund a portion of the consideration for the Catalent Indiana acquisition due at its closing.
Deferred Purchase Consideration
In connection with the acquisition of Catalent Indiana in October 2017, $200 million of the $950 million aggregate nominal purchase price is payable in $50 million installments, on each of the first four anniversaries of the closing date. The deferred purchase consideration is recorded at fair value and includes a component of imputed interest.
Bridge Loan Facility
On September 18, 2017, contemporaneous with the Company entering into the agreement to acquire Catalent Indiana, Operating Company entered into a debt commitment letter with Morgan Stanley Senior Funding, Inc., JP Morgan Chase Bank, N.A., Royal Bank of Canada, RBC Capital Markets, Bank of America, N.A., and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as commitment parties. Pursuant to the debt commitment letter and subject to its terms and conditions, the commitment parties agreed to provide a senior unsecured bridge loan facility (the "Bridge Facility") of up to $700.0 million in the aggregate for the purpose of providing any back-up financing necessary to fund a portion of the consideration to be paid in the acquisition and related fees, costs, and expenses (the "Bridge Loan Commitment"). In connection with entering into the Bridge Facility, Operating Company incurred $6.1 million of associated fees, which was recorded in prepaid expenses and other in the consolidated balance sheet as of September 30, 2017. Operating Company did not draw on it to fund the acquisition and the Company expensed the $6.1 million in the second quarter as part of other income and expense and the facility was closed. See Note 7 for further discussion of financing costs incurred in the fiscal year.
Debt Covenants
Senior Secured Credit Facilities
The Credit Agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions, Operating Company’s (and Operating Company’s restricted subsidiaries’) ability to incur additional indebtedness or issue certain preferred shares; create liens on assets; engage in mergers and consolidations; sell assets; pay dividends and distributions or repurchase capital stock; repay subordinated indebtedness; engage in certain transactions with affiliates; make investments, loans, or advances; make certain acquisitions; enter into sale and leaseback transactions; amend material agreements governing Operating Company’s subordinated indebtedness; and change Operating Company’s lines of business.
The Credit Agreement also contains change-of-control provisions and certain customary affirmative covenants and events of default. The revolving credit facility requires compliance with a net leverage covenant when there is a 30% or more draw outstanding at a period end. As of March 31, 2018, Operating Company was in compliance with all material covenants under the Credit Agreement.
Subject to certain exceptions, the Credit Agreement permits Operating Company and its restricted subsidiaries to incur certain additional indebtedness, including secured indebtedness. None of Operating Company’s non-U.S. subsidiaries or Puerto Rico subsidiaries is a guarantor of the loans.
 
Under the Credit Agreement, Operating Company’s ability to engage in certain activities such as incurring certain additional indebtedness, making certain investments, and paying certain dividends is tied to ratios based on Adjusted EBITDA (which is defined as “Consolidated EBITDA” in the Credit Agreement). Adjusted EBITDA is based on the definitions in the Credit Agreement, is not defined under GAAP, and is subject to important limitations.
The Euro Notes and the USD Notes
The Indentures governing the Euro Notes and the USD Notes (the "Indentures") contain certain covenants that, among other things, limit the ability of Operating Company and its restricted subsidiaries to incur or guarantee more debt or issue certain preferred shares; pay dividends on, repurchase, or make distributions in respect of their capital stock or make other

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restricted payments; make certain investments; sell certain assets; create liens; consolidate, merge, sell; or otherwise dispose of all or substantially all of their assets; enter into certain transactions with their affiliates, and designate their subsidiaries as unrestricted subsidiaries. These covenants are subject to a number of exceptions, limitations, and qualifications as set forth in the Indentures. The Indentures also contain customary events of default including, but not limited to, nonpayment, breach of covenants, and payment or acceleration defaults in certain other indebtedness of Operating Company or certain of its subsidiaries. Upon an event of default, either the holders of at least 30% in principal amount of each of the then-outstanding Euro Notes or the then-outstanding USD Notes, or either of the Trustees under the Indentures, may declare the applicable notes immediately due and payable; or in certain circumstances, the applicable notes will become automatically immediately due and payable. As of March 31, 2018, Operating Company was in compliance with all material covenants under the Indentures.
Fair Value of Debt Instruments
The estimated fair value of the senior secured credit facility, a Level 2 fair-value estimate, is based on the quoted market prices for the same or similar issues or on the current rates offered for debt of the same remaining maturities and considers collateral, if any. The estimated fair value of the Euro and USD Notes, a Level 1 fair-value estimate, is based on the quoted market prices of the instruments. The carrying amounts and the estimated fair values of financial instruments as of March 31, 2018 and June 30, 2017 are as follows:
 
 
March 31, 2018
 
June 30, 2017
(Dollars in millions)
Fair Value Measurement
Carrying
Value
 
Estimated Fair
Value
 
Carrying
Value
 
Estimated Fair
Value
Euro-denominated 4.75% Senior Notes
Level 1
$
466.2

 
$
487.2

 
$
424.3

 
$
454.0

U.S. Dollar-denominated 4.875% Senior Notes
Level 1
443.6

 
430.3

 

 

Senior Secured Credit Facilities & Other
Level 2
1,867.3

 
1,798.1

 
1,655.4

 
1,653.1

Total
 
$
2,777.1

 
$
2,715.6

 
$
2,079.7

 
$
2,107.1

6.
EARNINGS PER SHARE
The reconciliations between basic and diluted earnings per share attributable to Catalent common shareholders for the three and nine months ended March 31, 2018 and 2017, respectively, are as follows (in millions, except share and per share data):
 
 
Three Months Ended  
 March 31,
 
Nine Months Ended  
 March 31,
 
2018
 
2017
 
2018
 
2017
Net earnings
$
19.0

 
$
26.0

 
$
0.9

 
$
48.0

 
 
 
 
 
 
 
 
Weighted average shares outstanding
133,123,679

 
124,951,928

 
130,577,726

 
124,897,130

Dilutive securities issuable-stock plans
1,985,612

 
1,847,202

 
1,981,630

 
1,587,196

Total weighted average diluted shares outstanding
135,109,291

 
126,799,130

 
132,559,356

 
126,484,326

 
 
 
 
 
 
 
 
Earnings per share:
 
 
 

 
 
 
 
Basic
$
0.14

 
$
0.21

 
$
0.01

 
$
0.38

Diluted
$
0.14

 
$
0.21

 
$
0.01

 
$
0.38

The computation of diluted earnings per share for the three and nine months ended March 31, 2018 excludes the maximum effect of 0.9 million shares potentially issuable pursuant to awards granted, because the vesting provisions of those awards specify performance- or market-based conditions that had not been met as of the period end. The computation of diluted earnings per share for the three and nine months ended March 31, 2017 excludes the maximum effect of 1.0 million shares potentially issuable pursuant to awards granted, because the vesting provisions of those awards specify performance- or market-based conditions that had not been met as of the period end. The computation of diluted earnings per share for the three and nine months ended March 31, 2018 excludes the effect of shares potentially issuable under employee-held stock options and restricted stock units of approximately 0.2 million and 0.4 million shares, respectively, because they are anti-dilutive. The computation of diluted earnings per share for the three and nine months ended March 31, 2017 excludes the effect of shares potentially issuable under employee-held stock options and restricted stock units of approximately 0.8 million and 0.9 million shares, respectively, because they are anti-dilutive.

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7.
OTHER EXPENSE/(INCOME), NET
The components of other (income)/expense, net for the three and nine months ended March 31, 2018 and 2017 are as follows:
 
Three Months Ended  
 March 31,
 
Nine Months Ended 
 March 31,
(Dollars in millions)
2018
 
2017
 
2018
 
2017
Other expense/(income), net
 
 
 
 
 
 
 
Debt refinancing costs (1)
$

 
$

 
$
11.8

 
$
4.3

Foreign currency (gains) and losses (2)
10.4

 
7.3

 
17.3

 
(0.2
)
     Other
0.1

 

 
0.7

 
(0.7
)
Total other expense/(income), net
$
10.5

 
$
7.3

 
$
29.8

 
$
3.4

(1) The expense in the nine months ended March 31, 2018 include $11.8 million of financing charges related to the Debt Offering and the Third Amendment and includes a $6.1 million charge for commitment fees paid during the first quarter of fiscal 2018 on the Bridge Facility. The nine months ended March 31, 2017 include financing charges of $4.3 million related to the December 2016 offering of the Euro Notes and repricing and partial paydown of the Company's term loans under its senior secured credit facilities.
(2) Foreign currency (gains) and losses include both cash and non-cash transactions.
8.
RESTRUCTURING AND OTHER COSTS
Restructuring Costs
From time to time, the Company has implemented plans to restructure certain operations, both domestically and internationally. The restructuring plans focused on various aspects of operations, including closing and consolidating certain manufacturing operations, rationalizing headcount and aligning operations in a strategic and more cost-efficient structure. In addition, the Company may incur restructuring charges in the future in cases where a material change in the scope of operation with its business occurs. Employee-related costs consist primarily of severance costs and also include outplacement services provided to employees who have been involuntarily terminated and duplicate payroll costs during transition periods. Facility exit and other costs consist of accelerated depreciation, equipment relocation costs and costs associated with planned facility expansions and closures to streamline Company operations.
Other Costs/(Income)
Other costs/(income) includes settlement charges, net of any insurance recoveries, related to the probable resolution of certain customer claims related to a previous temporary suspension of operations at a softgel manufacturing facility. Refer to Note 13 Commitments and Contingencies for further discussions of such claims.
The following table summarizes the significant costs recorded within restructuring and other costs:
 
Three Months Ended  
 March 31,
 
Nine Months Ended 
 March 31,
(Dollars in millions) 
2018
 
2017
 
2018
 
2017
Restructuring costs:
 
 
 
 
 
 
 
Employee-related reorganization
$
1.2

 
$
3.1

 
$
4.5

 
$
3.7

Facility exit and other costs
0.2

 
(3.0
)
 

 
(2.4
)
Total restructuring costs
$
1.4

 
$
0.1

 
$
4.5

 
$
1.3

Other - customer claims net of insurance recoveries

 

 
(1.8
)
 
3.2

Total restructuring and other costs
$
1.4

 
$
0.1

 
$
2.7

 
$
4.5

9.
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
The Company is exposed to fluctuations in the applicable exchange rate on its investments in foreign operations. While the Company does not actively hedge against changes in foreign currency, the Company has mitigated its exposure from its investments in its European operations by denominating a portion of its debt in euros. At March 31, 2018, the Company had euro-denominated debt outstanding of $848.8 million that is designated and qualifies as a hedge of a net investment in foreign operations. For non-derivatives designated and qualifying as net investment hedges, the translation gains or losses are reported in accumulated other comprehensive income/(loss) as part of the cumulative translation adjustment. The non-hedge portions of

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the translation gains or losses are reported in the statement of operations. The following table includes net investment hedge activity during the three and nine months ended March 31, 2018 and March 31, 2017.
 
Three Months Ended  
 March 31,
 
Nine Months Ended  
 March 31,
(Dollars in millions)
2018
 
2017
 
2018
 
2017
Unrealized foreign exchange gain/(loss) within other
     comprehensive income
$
(22.1
)
 
$
(13.9
)
 
$
(43.6
)
 
$
(3.9
)
Unrealized foreign exchange gain/(loss) within statement
     of operations
$
(15.5
)
 
$
(13.5
)
 
$
(31.7
)
 
$
(5.9
)
The net accumulated gain of the instrument designated as a hedge as of March 31, 2018 within other comprehensive income/(loss) was approximately $16.4 million. Amounts are reclassified out of accumulated other comprehensive income/(loss) into earnings when the entity to which the gains and losses relate is either sold or substantially liquidated.
10.
INCOME TAXES
    
U.S. Tax Reform

On December 22, 2017, the U.S. government enacted wide-ranging tax legislation, the Tax Cuts and Jobs Act (the "2017 Tax Act"). The 2017 Tax Act significantly revises U.S. tax law by, among other provisions, (a) lowering the applicable U.S. federal statutory income tax rate from 35% to 21%, (b) creating a partial territorial tax system that includes imposing a mandatory one-time transition tax on previously deferred foreign earnings, (c) creating provisions regarding the (1) Global Intangible Low Tax Income ("GILTI"), (2) the Foreign Derived Intangible Income ("FDII") deduction, and (3) the Base Erosion Anti-Abuse Tax ("BEAT"), and (d) eliminating or reducing certain income tax deductions, such as interest expense, executive compensation expenses, and certain employee expenses.

ASC 740 Income Taxes requires the effects of changes in tax laws to be recognized in the period in which the legislation is enacted. However, due to the complexity and significance of the 2017 Tax Act’s provisions, the SEC staff issued Staff Accounting Bulletin No. 118 ("SAB 118"), which allows companies to record the tax effects of the 2017 Tax Act on a provisional basis based on a reasonable estimate and then, if necessary, subsequently adjust such amounts during a limited measurement period as more information becomes available. The measurement period ends when a company has obtained, prepared, and analyzed the information necessary to finalize its accounting, but cannot extend beyond one year from enactment. As a result of the 2017 Tax Act, the Company revised its estimated annual effective rate to reflect the change in the U.S. federal statutory rate. The revised blended U.S. federal statutory tax rate for fiscal 2018 is 28%.

Measurement of certain income tax effects that can be reasonably estimated (provisional amounts)
Through the nine months ended March 31, 2018, the Company recorded a net charge of $51.6 million within its income tax provision as a provisional estimate of the net accounting impact of the 2017 Tax Act in accordance with SAB 118. In the three months ended March 31, 2018, the Company adjusted the provisional impact of the 2017 Tax Act by reducing the benefit related to the revaluation of the Company's deferred tax assets and liabilities by $5.6 million and revising the related cash tax payments the Company expects to pay over an 8-year period by $3.8 million. The increase to the net charge and the additional expected cash taxes are attributable to changes in the Company's forecast deferred tax assets and liabilities during the current year.
The net charge is comprised of the following: (i) expense of $48.8 million related to the mandatory transition tax for deemed repatriation of deferred foreign income, $12.5 million of which the Company expects to pay over an 8-year period after considering the use of certain net operating losses and foreign tax credits, and certain limitations on executive compensation; (ii) an additional $9.5 million charge relating to the impact of provisional changes in the Company's intentions with respect to future repatriation of undistributed earnings from non-U.S. subsidiaries, and (iii) a benefit of $6.7 million related to a revaluation of the Company’s deferred tax assets and liabilities. The net charge, which was recorded on a provisional basis, increased the Company’s effective tax rate by 17% and 82% during the three-month and nine-month periods ended March 31, 2018, respectively.
Given the significant complexity of the 2017 Tax Act, anticipated guidance from the U.S. Treasury concerning implementation of the 2017 Tax Act, and the potential for additional guidance from the SEC or the FASB related to the 2017 Tax Act, the provisional estimates that the Company recorded may require adjustment during the measurement period. The provisional estimates were based on the Company’s present understanding of the 2017 Tax Act and other information available as of the time of the estimates, including assumptions and expectations about future events, such as its projected financial

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performance, and are subject to further refinement as additional information becomes available (including the Company’s actual full fiscal 2018 results of operations, as well as potential new or interpretative guidance issued by the SEC, the FASB, or the Internal Revenue Service) and the Company continues its analysis. The Company continues to analyze the changes to certain income tax deductions, assess calculations of earnings and profits in certain foreign subsidiaries, including whether those earnings are held in cash or other assets, and gather additional data to compute the full impact of the 2017 Tax Act on the Company’s deferred and current tax assets and liabilities.

Measurement of certain income tax effects that cannot be reasonably estimated
Because of the complexity of the new GILTI tax rules, the Company continues to evaluate this provision of the 2017 Tax Act and the application of ASC 740. In accordance with ASC 740, the Company will make an accounting policy election of either (1) treating taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred (the “period cost method”) or (2) factoring such amounts into the Company's measurement of its deferred taxes (the “deferred method”). The Company's selection of an accounting policy with respect to the new GILTI tax rules will depend, in part, on analyzing its global income to determine whether it expects to have future U.S. inclusions in taxable income related to GILTI and, if so, what the impact is expected to be. Whether the Company expects to have future U.S. inclusions in taxable income related to GILTI depends on not only the Company's current structure and estimated future results of global operations, but also its intent and ability to modify its structure. Therefore, the Company has not made any adjustment related to potential GILTI tax in its financial statements and has not made a policy decision regarding whether to record deferred tax on GILTI.

Additionally, the Company continues to evaluate the potential impact of all other provisions, including but not limited to provisions regarding the FDII, BEAT, interest expense, and certain employee expense deductions, as well as the state tax impact of the 2017 Tax Act. The Company is currently in the process of analyzing its structure and estimated future results and, as a result, is not yet able to reasonably estimate the effect of these provisions of the 2017 Tax Act.

Other Tax Matters

The Company accounts for income taxes in accordance with ASC 740. Generally, fluctuations in the effective tax rate are primarily due to changes in U.S. and non-U.S. pretax income resulting from the Company’s business mix and changes in the tax impact of special items and other discrete tax items, which may have unique tax implications depending on the nature of the item. Such discrete items include, but are not limited to, changes in foreign statutory tax rates, the amortization of certain assets, and the tax impact of changes in its ASC 740 unrecognized tax benefit reserves. In the normal course of business, the Company is subject to examination by taxing authorities around the world, including such major jurisdictions as the United States, Germany, France, and the United Kingdom. The Company is no longer subject to new non-U.S. income tax examinations for years prior to fiscal year 2008. Under the terms of the 2007 purchase agreement by which the stockholders at that time acquired their interest in the Company, the Company is indemnified by its former owner for tax liabilities that may arise after the 2007 purchase that relate to tax periods prior to April 10, 2007. The indemnification agreement applies to, among other taxes, any and all federal, state, and international income-based taxes as well as related interest and penalties. As of March 31, 2018 and June 30, 2017, approximately $0.7 million and $0.8 million, respectively, of unrecognized tax benefit are subject to indemnification by the Company's former owner.

ASC 740 includes guidance on the accounting for uncertainty in income taxes recognized in the financial statements. This standard provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolution of any related appeal or litigation process, based on the technical merits. As of March 31, 2018, the Company had a total of $52.4 million of unrecognized tax benefits. A reconciliation of its reserves for uncertain tax positions, excluding accrued interest and penalties, for March 31, 2018 is as follows:
(Dollars in millions)
 
Balance at June 30, 2017
$
52.5

Additions related to tax positions changed in the current year
0.1

Lapse of the applicable statute of limitations
$
(0.2
)
Balance at March 31, 2018
$
52.4

As of March 31, 2018 and June 30, 2017, the Company had a total of $57.5 million and $57.5 million, respectively, of uncertain tax positions (including accrued interest and penalties). As of these dates, $41.3 million and $41.4 million, respectively, represent the amount of unrecognized tax benefits, which, if recognized, would favorably affect the effective income tax rate. The Company recognizes interest and penalties related to uncertain tax positions as a component of income tax expense. As of March 31, 2018 and June 30, 2017, the Company has approximately $5.1 million and $5.0 million, respectively,

24

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of accrued interest and penalties related to uncertain tax positions. As of these dates, the portion of such interest and penalties subject to indemnification by its former owner is $1.5 million and $1.7 million, respectively.
11.
EMPLOYEE RETIREMENT BENEFIT PLANS
Components of the Company’s net periodic benefit costs are as follows:
 
Three Months Ended  
 March 31,
 
Nine Months Ended  
 March 31,
(Dollars in millions)
2018
 
2017
 
2018
 
2017
Components of net periodic benefit cost:
 
 
 
 
 
 
 
Service cost
$
0.9

 
$
0.8

 
$
2.7

 
$
2.4

Interest cost
1.9

 
1.6

 
5.5

 
4.9

Expected return on plan assets
(3.1
)
 
(2.7
)
 
(8.9
)
 
(8.1
)
Amortization (1)
0.6

 
1.1

 
1.8

 
3.2

Net amount recognized
$
0.3

 
$
0.8

 
$
1.1

 
$
2.4

(1)
Amount represents the amortization of unrecognized actuarial gains/(losses).
As previously disclosed, the Company notified the trustees of a multi-employer pension plan of its withdrawal from participation in such plan in fiscal 2012. The actuarial review process administered by the plan trustees ended in fiscal 2015. The liability reported reflects the present value of the Company's expected future long-term obligations. The estimated discounted value of the projected contributions related to such plans was $39.0 million and $39.1 million as of March 31, 2018 and June 30, 2017, respectively, and is included within pension liability on the consolidated balance sheets. The annual cash impact associated with the Company's obligations in such plan is approximately $1.7 million per year.
12.
EQUITY AND ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)
Description of Capital Stock
The Company is authorized to issue 1,000,000,000 shares of common stock, par value $0.01 per share, and 100,000,000 shares of preferred stock, par value $0.01 per share. In accordance with the Company's second amended and restated certificate of incorporation, each share of common stock has one vote, and the common stock votes together as a single class.
Public Stock Offering
On September 29, 2017, the Company completed a public offering of its common stock (the "Equity Offering"), pursuant to which the Company sold 7.4 million shares, including shares sold pursuant to an exercise of the underwriters' over-allotment option, at a price of $39.10 per share, before underwriting discounts and commissions. Net of these discounts and commissions and other offering expenses, the Company obtained total proceeds from the Equity Offering, including the over-allotment exercise, of $277.8 million. The net proceeds of the Equity Offering, after payment of the discount and related fees and expenses, were used to fund a portion of the consideration for the Catalent Indiana acquisition due at its closing.
Outstanding Stock

Shares outstanding include shares of unvested restricted stock. Unvested restricted stock included in reportable shares outstanding was 0.3 million shares as of March 31, 2018. Shares of unvested restricted stock are excluded from our calculation of basic weighted average shares outstanding, but their dilutive impact is added back in the calculation of diluted weighted average shares outstanding.
Stock Repurchase Program
On October 29, 2015, the Company’s Board of Directors authorized a share repurchase program to use up to $100.0 million to repurchase shares of its outstanding common stock. Under the program, the Company is authorized to repurchase shares through open market purchases, privately negotiated transactions, or otherwise as permitted by applicable federal securities laws. There has been no purchase pursuant to this program as of March 31, 2018.


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Table of Contents


Accumulated Other Comprehensive Income/(loss)
The components of the changes in the cumulative translation adjustment, minimum pension liability, and available for sale investment for the three and nine months ended March 31, 2018 and March 31, 2017 are presented below.
 
Three Months Ended  
 March 31,
 
Nine Months Ended  
 March 31,
(Dollars in millions)
2018
 
2017
 
2018
 
2017
Foreign currency translation adjustments:
 
 
 
 
 
 
 
Net investment hedge
$
(22.1
)
 
$
(13.9
)
 
$
(43.6
)
 
$
(3.9
)
Long-term intercompany loans
17.5

 
3.0

 
28.7

 
(17.9
)
Translation adjustments
36.6

 
30.6

 
67.5

 
(18.6
)
Total foreign currency translation adjustment, pretax
32.0

 
19.7

 
52.6

 
(40.4
)
Tax expense/(benefit)
(6.2
)
 
(4.9
)
 
(10.3
)
 
(1.2
)
Total foreign currency translation adjustment, net of tax
$
38.2

 
$
24.6

 
$
62.9

 
$
(39.2
)
 
 
 
 
 
 
 
 
Net change in minimum pension liability
 
 
 
 
 
 
 
Net gain/(loss) recognized during the period
0.6

 
1.1

 
1.8

 
3.2

Total pension liability, pretax
0.6

 
1.1

 
1.8

 
3.2

Tax expense/(benefit)
0.2

 
0.3

 
0.5

 
0.9

Net change in minimum pension liability, net of tax
$
0.4

 
$
0.8

 
$
1.3

 
$
2.3

 
 
 
 
 
 
 
 
Net change in available for sale investment:
 
 
 
 
 
 
 
Net gain/(loss) recognized during the period
0.9

 
0.8

 
(7.9
)
 
25.3

Total available for sale investment, pretax
0.9

 
0.8

 
(7.9
)
 
25.3

Tax expense/(benefit)
0.2

 
(0.2
)
 
(2.2
)
 
9.0

Net change in available for sale investment, net of tax
$
0.7

 
$
1.0

 
$
(5.7
)
 
$
16.3

 
 
 
 
 
 
 
 
For the three months ended March 31, 2018, the changes in accumulated other comprehensive income/(loss), net of tax by component are as follows:
(Dollars in millions)
Foreign Exchange Translation Adjustments
 
Pension and Liability Adjustments
 
Available for Sale Investment Adjustments
 
Total
Balance at December 31, 2017
$
(256.0
)
 
$
(43.0
)
 
$
4.1

 
$
(294.9
)
Other comprehensive income/(loss) before reclassifications
38.2

 

 
0.7

 
38.9

Amounts reclassified from accumulated other comprehensive income/(loss)

 
0.4

 

 
0.4

Net current period other comprehensive income/(loss)
38.2

 
0.4

 
0.7

 
39.3

Balance at March 31, 2018
$
(217.8
)
 
$
(42.6
)
 
$
4.8

 
$
(255.6
)

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Table of Contents


For the nine months ended March 31, 2018, the changes in accumulated other comprehensive income/(loss), net of tax by component are as follows:
(Dollars in millions)
Foreign Exchange Translation Adjustments
 
Pension and Liability Adjustments
 
Available for Sale investment Adjustments
 
Total
Balance at June 30, 2017
$
(280.7
)
 
$
(43.9
)
 
$
10.5

 
$
(314.1
)
Other comprehensive income/(loss) before reclassifications
62.9

 

 
(5.7
)
 
57.2

Amounts reclassified from accumulated other comprehensive income/(loss)

 
1.3

 

 
1.3

Net current period other comprehensive income/(loss)
62.9

 
1.3

 
(5.7
)
 
58.5

Balance at March 31, 2018
$
(217.8
)
 
$
(42.6
)
 
$
4.8

 
$
(255.6
)

13.
COMMITMENTS AND CONTINGENCIES
The Company continues to resolve claims stemming from a prior, temporary, regulatory suspension of one of our manufacturing facilities. To date, more than 30 customers of the facility have presented claims against the Company for alleged losses, including lost profits and other types of indirect or consequential damages that they have allegedly suffered due to the temporary suspension, or have reserved their right to do so subsequently. The Company is unable to estimate at this time either the total value of claims asserted, or that are reasonably possible to be asserted, with respect to this matter or the likely cost to resolve them, although (a) through March 31, 2018, the Company settled 21 customer claims and (b) certain remaining customers have presented the Company with support for other claims having an aggregate claim value of approximately $5.0 million. To date, none of the asserted claims takes into account limitations of liability in the contracts governing these claims or any other defense that the Company may assert. In addition, the Company may have insurance for additional costs it may incur as a result of such claims, subject to various deductibles and other limitations, but there can be no assurance as to the aggregate amount or timing of insurance recoveries against any such costs.
From time to time, the Company may be involved in legal proceedings arising in the ordinary course of business, including, without limitation, inquiries and claims concerning environmental contamination as well as litigation and allegations in connection with acquisitions, product liability, manufacturing or packaging defects, and claims for reimbursement for the cost of lost or damaged active pharmaceutical ingredients, the cost of any of which could be significant. The Company intends to vigorously defend itself against any such litigation and does not currently believe that the outcome of any such litigation will have a material adverse effect on the Company’s financial statements. In addition, the healthcare industry is highly regulated and government agencies continue to scrutinize certain practices affecting government programs and otherwise.
From time to time, the Company receives subpoenas or requests for information relating to the business practices and activities of customers or suppliers from various governmental agencies or private parties, including from state attorneys general, the U.S. Department of Justice, and private parties engaged in patent infringement, antitrust, tort, and other litigation. The Company generally responds to such subpoenas and requests in a timely and thorough manner, which responses sometimes require considerable time and effort and can result in considerable costs being incurred. The Company expects to incur costs in future periods in connection with future requests.
14.
SEGMENT INFORMATION
The Company conducts its business within the following operating segments: Softgel Technologies, Drug Delivery Solutions, and Clinical Supply Services. The Company evaluates the performance of its segments based on segment earnings before noncontrolling interest, other (income)/expense, impairments, restructuring costs, interest expense, income tax (benefit)/expense, and depreciation and amortization ("Segment EBITDA"). "EBITDA from continuing operations" is consolidated earnings from continuing operations before interest expense, income tax (benefit)/expense, and depreciation and amortization, and is adjusted for the income or loss attributable to noncontrolling interest. Segment EBITDA and EBITDA from continuing operations are not defined in GAAP and may not be comparable to similarly titled measures used by other companies.

27

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The following tables include net revenue and Segment EBITDA during the three and nine months ended March 31, 2018 and March 31, 2017:
 
Three Months Ended  
 March 31,
 
Nine Months Ended  
 March 31,
(Dollars in millions)
2018
 
2017
 
2018
 
2017
Softgel Technologies
 
 
 
 
 
 
 
Net revenue
$
228.5

 
$
209.9

 
$
676.3

 
$
598.2

Segment EBITDA
52.2

 
51.4

 
137.4

 
125.3

Drug Delivery Solutions
 
 
 
 
 
 
 
Net revenue
313.6

 
234.6

 
824.8

 
639.9

Segment EBITDA
80.8

 
59.5

 
209.3

 
151.5

Clinical Supply Services
 
 
 
 
 
 
 
Net revenue
104.4

 
97.5

 
322.8

 
249.5

Segment EBITDA
18.8

 
15.7

 
54.5

 
37.8

Inter-segment revenue elimination
(18.6
)
 
(9.4
)
 
(45.8
)
 
(29.1
)
Unallocated Costs (1)
(37.5
)
 
(32.8
)
 
(119.7
)
 
(72.9
)
Combined Totals:
 
 
 
 
 
 
 
Net revenue
$
627.9

 
$
532.6

 
$
1,778.1

 
$
1,458.5

 
 
 
 
 
 
 
 
EBITDA from continuing operations
$
114.3

 
$
93.8

 
$
281.5

 
$
241.7


(1) Unallocated costs include restructuring and special items, equity-based compensation, impairment charges, certain other corporate directed costs, and other costs that are not allocated to the segments as follows:
 
Three Months Ended  
 March 31,
 
Nine Months Ended  
 March 31,
(Dollars in millions)
2018
 
2017
 
2018
 
2017
Impairment charges and gain/(loss) on sale of assets
$
(0.2
)
 
$
(1.8
)
 
$
(4.4
)
 
$
(2.3
)
Equity compensation
(5.6
)
 
(4.6
)
 
(21.1
)
 
(16.4
)
Restructuring and other special items (a)
(10.5
)
 
(8.5
)
 
(34.7
)
 
(21.6
)
Other income/(expense), net (b)
(10.5
)
 
(7.3
)
 
(29.8
)
 
(3.4
)
Non-allocated corporate costs, net
(10.7
)
 
(10.6
)
 
(29.7
)
 
(29.2
)
Total unallocated costs
$
(37.5
)
 
$
(32.8
)
 
$
(119.7
)
 
$
(72.9
)
(a) Restructuring and other special items include transaction and integration costs associated primarily with the acquisition of Catalent Indiana.
(b) Refer to Note 7 for details of financing charges and foreign currency translation adjustments recorded within other income/(expense), net.
Provided below is a reconciliation of EBITDA from continuing operations to earnings from continuing operations:
 
Three Months Ended  
 March 31,
 
Nine Months Ended  
 March 31,
(Dollars in millions)
2018
 
2017
 
2018
 
2017
Net earnings
$
19.0

 
$
26.0

 
$
0.9

 
$
48.0

Depreciation and amortization
51.7

 
36.5

 
137.5

 
107.8

Interest expense, net
29.9

 
22.6

 
81.4

 
67.5

Income tax expense
13.7

 
8.7

 
61.7

 
18.4

EBITDA from continuing operations
$
114.3

 
$
93.8

 
$
281.5

 
$
241.7


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The following table includes total assets for each segment, as well as reconciling items necessary to total the amounts reported in the consolidated financial statements: 
(Dollars in millions)
March 31, 
 2018
 
June 30, 
 2017
Assets
 
 
 
Softgel Technologies
$
1,607.6

 
$
1,631.8

Drug Delivery Solutions
2,753.3

 
1,639.0

Clinical Supply Services
659.8

 
596.2

Corporate and eliminations
(466.6
)
 
(412.7
)
Total assets
$
4,554.1

 
$
3,454.3

15.
SUPPLEMENTAL BALANCE SHEET INFORMATION
Supplemental balance sheet information at March 31, 2018 and June 30, 2017 is detailed in the following tables.
Inventories
Work-in-process and finished goods inventories include raw materials, labor, and overhead. Total inventories consist of the following:
(Dollars in millions)
March 31, 
 2018
 
June 30, 
 2017
Raw materials and supplies
$
144.3

 
$
107.5

Work-in-process
43.3

 
42.8

Finished goods
56.3

 
56.7

Total inventories, gross
243.9

 
207.0

Inventory cost adjustment
(20.3
)
 
(22.1
)
Inventories
$
223.6

 
$
184.9

Prepaid expenses and other
Prepaid expenses and other consist of the following:
(Dollars in millions)
March 31, 
 2018
 
June 30, 
 2017
Prepaid expenses
$
22.5

 
$
12.3

Spare parts supplies
11.4

 
11.8

Prepaid income tax
11.1

 
11.5

Non-U.S. value added tax
20.1

 
16.0

Available for sale investment
10.7

 
18.6

Other current assets
16.7

 
27.6

Prepaid expenses and other
$
92.5

 
$
97.8


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Property, plant, and equipment, net
Property, plant, and equipment, net consist of the following:
(Dollars in millions)
March 31, 
 2018
 
June 30, 
 2017
Land, buildings, and improvements
$
924.4

 
$
735.2

Machinery, equipment, and capitalized software
983.1

 
825.0

Furniture and fixtures
13.9

 
10.1

Construction in progress
173.1

 
137.4

Property, plant, and equipment, at cost
2,094.5

 
1,707.7

Accumulated depreciation
(823.1
)
 
(711.8
)
Property, plant, and equipment, net
$
1,271.4

 
$
995.9

Other accrued liabilities
Other accrued liabilities consist of the following:
(Dollars in millions)
March 31, 
 2018
 
June 30, 
 2017
Accrued employee-related expenses
$
93.6

 
$
96.4

Restructuring accrual
2.5

 
5.9

Accrued interest
16.8

 
0.9

Deferred revenue and fees
109.5

 
84.9

Accrued income tax
26.6

 
24.7

Other accrued liabilities and expenses
55.0

 
68.4

Other accrued liabilities
$
304.0

 
$
281.2



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ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Company
    
We are the leading global provider of advanced delivery technologies and development solutions for drugs, biologics, and consumer and animal health products. Our oral, injectable, and respiratory delivery technologies provide delivery solutions across the full diversity of the pharmaceutical industry, including small molecules, biologics, and consumer and animal health products. Through our extensive capabilities and deep expertise in product development, we help our customers take products to market faster, including nearly half of new drug products approved by the FDA in the last decade. Our advanced delivery technology platforms, which include those in our Softgel Technologies and our Drug Delivery Solutions segments, our proven
formulation, manufacturing, and regulatory expertise, and our broad and deep intellectual property enable our customers to develop more products and better treatments for patients and consumers. Across both development and delivery, our commitment to reliably supply our customers’ needs is the foundation for the value we provide; annually, we produce approximately 72 billion doses for nearly 7,000 customer products or approximately one in every twenty doses taken each year by patients and consumers around the world. We believe that through our investments in growth-enabling capacity and capabilities, our ongoing focus on operational and quality excellence, the sales of existing customer products, the introduction of new customer products, our innovation activities and patents, and our entry into new markets, we will continue to benefit from attractive and differentiated margins, and realize the growth potential from these areas.
Critical Accounting Policies and Estimates
We prepare our financial statements in accordance with GAAP. These standards require management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Such estimates include, but are not limited to, allowance for doubtful accounts, inventory and long-lived asset valuation, goodwill and other intangible asset impairment, income taxes, derivative financial instruments, self-insurance accruals, loss contingencies, and restructuring charge reserves. Actual amounts may differ from these estimated amounts.
There was no material change to our critical accounting policies or in the underlying accounting assumptions and estimates from those described in our 2017 10-K, other than recently adopted accounting principles as disclosed in Note 1 to the unaudited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q, which adoptions had no material impact on net earnings.
Non-GAAP Performance Metrics
Use of EBITDA from continuing operations
Management measures operating performance based on consolidated earnings from continuing operations before interest expense, expense/(benefit) for income taxes, and depreciation and amortization ("EBITDA from continuing operations"). EBITDA from continuing operations is not defined under GAAP, is not a measure of operating income, operating performance, or liquidity presented in accordance with GAAP, and is subject to important limitations.
We believe that the presentation of EBITDA from continuing operations enhances an investor’s understanding of our financial performance. We believe this measure is a useful financial metric to assess our operating performance from period to period by excluding certain items that we believe are not representative of our core business and use this measure for business planning purposes. In addition, given the significant investments that we have made in the past in property, plant, and equipment, depreciation and amortization expenses represent a meaningful portion of our cost structure. We believe that EBITDA from continuing operations will provide investors with a useful tool for assessing the comparability between periods of our ability to generate cash from operations sufficient to pay taxes, to service debt, and to undertake capital expenditures because it eliminates depreciation and amortization expense. We present EBITDA from continuing operations in order to provide supplemental information that we consider relevant for the readers of our consolidated financial statements, and such information is not meant to replace or supersede GAAP measures. Our definition of EBITDA from continuing operations may not be the same as similarly titled measures used by other companies. The most directly comparable GAAP measure to EBITDA from continuing operations is earnings from continuing operations. Included in this report is a reconciliation of earnings from continuing operations to EBITDA from continuing operations.
In addition, we evaluate the performance of our segments based on segment earnings before noncontrolling interest, other (income)/expense, impairments, restructuring costs, interest expense, income tax expense/(benefit), and depreciation and amortization ("Segment EBITDA").

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Use of Constant Currency
As exchange rates are an important factor in understanding period-to-period comparisons, we believe the presentation of results on a constant currency basis in addition to reported results helps improve investors’ ability to understand our operating results and evaluate our performance in comparison to prior periods. Constant currency information compares results between periods as if exchange rates had remained constant period-over-period. We use results on a constant currency basis as one measure to evaluate our performance. In this Quarterly Report on Form 10-Q, we compute constant currency by calculating current-year results using prior-year foreign currency exchange rates. We generally refer to such amounts calculated on a constant currency basis as excluding the impact of foreign exchange. These results should be considered in addition to, not as a substitute for, results reported in accordance with GAAP. Results on a constant currency basis, as we present them, may not be comparable to similarly titled measures used by other companies and are not measures of performance presented in accordance with GAAP.
Other Non-GAAP Measures
Organic revenue growth and Segment EBITDA growth are useful measures calculated by the Company to explain the underlying results and trends in the business. Organic revenue growth and Segment EBITDA growth are measures used to show current year sales and earnings from existing operations and include joint ventures and revenue from product-participation-related activities entered into within the year. Organic revenue growth and Segment EBITDA growth exclude the impact of foreign currency, acquisitions of operating or legal entities, and divestitures within the year. These measures should be considered in addition to, not as a substitute for, performance measures reported in accordance with GAAP. These measures, as we present them, may not be comparable to similarly titled measures used by other companies and are not measures of performance presented in accordance with GAAP.
Three Months Ended March 31, 2018 Compared to the Three Months Ended March 31, 2017
Results for the three months ended March 31, 2018 compared to the three months ended March 31, 2017 were as follows:
 
Three Months Ended  
 March 31,
 
FX impact
 
Constant Currency Increase/(Decrease)
(Dollars in millions)
2018
 
2017
 

 
Change $
 
Change %
Net revenue
$
627.9

 
$
532.6

 
$
27.1

 
$
68.2

 
13
 %
Cost of sales
436.2

 
365.2

 
20.0

 
51.0

 
14
 %
Gross margin
191.7

 
167.4

 
7.1

 
17.2

 
10
 %
Selling, general, and administrative expenses
117.0

 
100.9

 
2.2

 
13.9

 
14
 %
Impairment charges and (gain)/loss on sale of assets
0.2

 
1.8

 

 
(1.6
)
 
(89
)%
Restructuring and other
1.4

 
0.1

 

 
1.3

 
*

Operating earnings
73.1

 
64.6

 
4.9

 
3.6

 
6
 %
Interest expense, net
29.9

 
22.6

 
0.5

 
6.8

 
30
 %
Other (income)/expense, net
10.5

 
7.3

 
2.7

 
0.5

 
7
 %
Earnings from continuing operations, before income taxes
32.7

 
34.7

 
1.7

 
(3.7
)
 
(11
)%
Income tax expense
13.7

 
8.7

 
0.1

 
4.9

 
56
 %
Net earnings
$
19.0

 
$
26.0

 
$
1.6

 
$
(8.6
)
 
(33
)%
 *Percentage not meaningful
Net Revenue
Net revenue increased $68.2 million, or 13%, compared to the three months ended March 31, 2017, excluding the impact of foreign exchange, as a result of acquisitions. We acquired Cook Pharmica LLC (now doing business as Catalent Indiana, LLC, "Catalent Indiana") in October 2017, which is included within our Drug Delivery Solutions segment, and Accucaps Industries Limited ("Accucaps") in February 2017, which is included within our Softgel Technologies segment.

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Gross Margin
Gross margin increased $17.2 million, or 10%, compared to the three months ended March 31, 2017, excluding the impact of foreign exchange. Gross margin increased primarily as a result of the Catalent Indiana acquisition. On a constant-currency basis, gross margin, as a percentage of revenue, decreased 70 basis points to 30.7% in the three months ended March 31, 2018, compared to 31.4% in the prior-year period primarily driven by decreased product-participation revenue within both our Softgel Technologies and our Drug Delivery Solutions segments and an unfavorable mix shift within our Softgel Technologies segment to lower-margin consumer health products as a result of the Accucaps acquisition, partially offset by a favorable mix shift to certain higher-margin offerings as a result of our Catalent Indiana acquisition within our Drug Delivery Solutions segment.
Selling, General, and Administrative Expenses
Selling, general, and administrative expenses increased $13.9 million, or 14%, compared to the three months ended March 31, 2017, excluding the impact of foreign exchange, primarily due to additional expenses from recently acquired Catalent Indiana of $11 million, which included $6 million of incremental depreciation and amortization expense, $2 million of integration-related expenses and $2 million of employee-related costs. Selling, general, and administrative expenses further increased approximately $3 million for additional employee-related costs, $1 million of which was non-cash equity compensation, as compared to the prior-year period.
Interest Expense, net
Interest expense, net of $29.9 million for the three months ended March 31, 2018 increased by $7.3 million, or 32%, compared to the three months ended March 31, 2017, primarily driven by a higher average level of outstanding debt associated with the financing and deferred purchase consideration for the Catalent Indiana acquisition in October 2017, partially offset by principal payments on our term loans and an overall reduction in our interest rates on our senior secured credit facilities compared to the prior-year period. Refer to the nine months ended March 31, 2018 compared to March 31, 2017 discussion for financing activity in the fiscal year and its impact on interest expense, net.
Other (Income)/Expense, net
Other expense was $10.5 million for the three months ended March 31, 2018, compared to $7.3 million of other expense for the three months ended March 31, 2017. The amounts in both periods were primarily driven by non-cash foreign currency re-measurement losses of $8 million and $9 million, respectively.
Provision/(Benefit) for Income Taxes
On December 22, 2017, the U.S. government enacted wide-ranging tax legislation, the Tax Cuts and Jobs Act (the "2017 Tax Act"). The 2017 Tax Act significantly revises U.S. tax law by, among other provisions, lowering the applicable U.S. federal statutory income tax rate from 35% to 21%, creating a partial territorial tax system that includes a mandatory one-time transition tax on previously deferred foreign earnings, and eliminating or reducing certain income tax deductions.
In the three months ended March 31, 2018, we recorded a charge of $5.6 million within its income tax provision to revise our provisional estimate of the net accounting impact of the 2017 Tax Act in accordance with Staff Accounting Bulletin No. 118 issued by the staff of the SEC ("SAB 118"). We reduced the benefit related to the revaluation of our deferred tax assets and liabilities by $5.6 million.
The impact to our business resulting from the 2017 Tax Act, including related changes to our tax obligations and effective tax rate in future periods, as well as the one-time enactment-related charges recorded during the second quarter in fiscal 2018 on a provisional basis, are based on a reasonable estimate and are subject to change, and any change could differ materially from our current expectations. Further, there are certain effects of the 2017 Tax Act we cannot reasonably estimate as of the time of this filing, including (a) the Global Intangible Low Tax Income ("GILTI") rules, (b) the Foreign Derived Intangible Income ("FDII") deduction, (c) the Base Erosion Anti-Abuse Tax ("BEAT"), (d) provisions eliminating or reducing certain income tax deductions, such as interest expense, and certain employee expenses, and (e) the state tax impact of the 2017 Tax Act. As additional data is gathered, analyzed, and considered in context of the 2017 Tax Act and ASC 740, we may record additional or different tax charges in future periods during the measurement period.

Our provision for income taxes for the three months ended March 31, 2018 was $13.7 million relative to earnings from continuing operations before income taxes of $32.7 million. Our provision for income taxes for the three months ended March 31, 2017 was $8.7 million relative to earnings from continuing operations before income taxes of $34.7 million. The income tax provision for the current period is not comparable to the same period of the prior year due to the impact of the 2017

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Tax Act as previously discussed, changes in pretax income over many jurisdictions, and the impact of discrete items. Generally, fluctuations in the effective tax rate are primarily due to changes in our geographic pretax income resulting from our business mix and changes in the tax impact of permanent differences, restructuring, other special items, and other discrete tax items, which may have unique tax implications depending on the nature of the item.
Segment Review
Our results on a segment basis for the three months ended March 31, 2018 compared to the three months ended March 31, 2017 were as follows:
 
Three Months Ended  
 March 31,
 
FX impact
 
Constant Currency Increase/(Decrease)
(Dollars in millions)
2018
 
2017
 

 
Change $
 
Change %
Softgel Technologies
 
 
 
 
 
 
 
 
 
Net revenue
$
228.5

 
$
209.9

 
$
11.7

 
$
6.9

 
3
 %
Segment EBITDA
52.2

 
51.4

 
2.3

 
(1.5
)
 
(3
)%
Drug Delivery Solutions
 
 
 
 
 
 
 
 
 
Net revenue
313.6

 
234.6

 
11.3

 
67.7

 
29
 %
Segment EBITDA
80.8

 
59.5

 
2.8

 
18.5

 
31
 %
Clinical Supply Services
 
 
 
 
 
 
 
 
 
Net revenue
104.4

 
97.5

 
5.8

 
1.1

 
1
 %
Segment EBITDA
18.8

 
15.7

 
1.8

 
1.3

 
8
 %
Inter-segment revenue elimination
(18.6
)
 
(9.4
)
 
(1.7
)
 
(7.5
)
 
80
 %
Unallocated costs (1)
(37.5
)
 
(32.8
)
 
(2.8
)
 
(1.9
)
 
6
 %
Combined totals
 
 
 
 
 
 
 
 
 
Net revenue
$
627.9

 
$