Form 8-K/A - Current report: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________________________

FORM 8-K/A

CURRENT REPORT

______________________________

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 8, 2023 (August 29, 2023)

CATALENT, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-36587	20-8737688
(State or other jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

14 Schoolhouse Road

Somerset,

New Jersey

08873

(Address of registrant's principal executive office)

(Zip code)

(732) 537-6200

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 203.425)

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

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

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

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbols(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	CTLT	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

On August 29, 2023, Catalent, Inc. (the “Company”) issued an earnings release setting forth the Company’s preliminary fourth quarter and fiscal year ended June 30, 2023 financial results, which was furnished on a Form 8-K filed on that date (the “Original Q42023 8-K”). In addition, on November 15, 2023, the Company issued an earnings release setting forth the Company’s preliminary first quarter ended September 30, 2023 financial results, which was furnished on a Form 8-K filed on that date (the “Original Q12024 8-K”, and together with the Original Q42023 8-K, the “Original 8-Ks”). This Form 8-K/A is filed to provide certain updates to the information reported in the Original 8-Ks.

Item 2.02 Results of Operation and Financial Condition.

On August 29, 2023, the Company issued an earnings release setting forth the Company’s preliminary fourth quarter and fiscal year ended June 30, 2023 financial results. Subsequent to that date, in connection with the finalization of the audited financial statements for the fiscal year ended June 30, 2023, the Company made certain revisions to the fourth quarter and fiscal year ended June 30, 2023 financial results. The revisions relate to various changes identified as the Company completed its closing procedures and include the following impacts on the Company’s results compared to those reported in the Company’s preliminary fiscal year 2023 and preliminary fourth quarter results.

For Fiscal Year 2023:

•Adjusted EBITDA decreased by $17 million as reported, from $714 million to $697 million, primarily driven by (i) a non-cash fixed asset write-off of $7 million, (ii) a reversal of net revenue benefiting future years of $8 million, and (iii) all other net adjustments of $2 million

•Net loss per diluted share increased from $(1.29) to $(1.42)

•Adjusted Net Income (ANI) per diluted share decreased from $1.00 to $0.92

For the Fourth Quarter of Fiscal Year 2023:

•Adjusted EBITDA decreased by $17 million as reported, from $139 million to $122 million

•Net loss per diluted share increased from $(0.48) to $(0.59)

•Adjusted Net Income (ANI) per diluted share decreased from $0.09 to $0.02

All revisions are reflected in the updated financial tables attached as Exhibit 99.1 and incorporated by reference herein. The revisions are also reflected in the consolidated financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2023, which was filed on the date hereof.

In addition, on November 15, 2023, the Company issued an earnings release setting forth the Company’s preliminary first quarter ended September 30, 2023 financial results. Subsequent to that date, in connection with the finalization of the financial statements for the fiscal quarter ended September 30, 2023, the Company made certain revisions to the first quarter ended September 30, 2023 financial results. The revisions primarily relate to a non-cash tax charge related to the recognition of a partial valuation allowance on certain deferred tax assets, an adjustment to the non-cash goodwill impairments of $689 million (preliminarily reported at $700 million), which relates primarily to acquisitions in the Company’s Consumer Health and BioModalities reporting units in its Pharma and Consumer Health and Biologics segments, respectively, and certain other revisions identified as the Company completed its closing procedures on December 8, 2023. The Company does not expect any future cash expenditures related to the non-cash goodwill impairments. The aforementioned revisions include the following impacts on the Company’s results compared to those reported in the Company’s preliminary first quarter of fiscal 2024 results.

For the First Quarter of Fiscal Year 2024:

•Adjusted EBITDA decreased by $3 million, from $115 million to $112 million, primarily driven by an inventory valuation adjustment of $3 million

•Revenue was unchanged

•Reported net loss increased by $(44) million, from $(715) million to $(759) million, primarily driven by a $53 million tax valuation allowance, partially offset by an $11 million reduction in goodwill impairments to $689 million (preliminarily reported at $700 million)

•Net loss per diluted share increased from $(3.94) to $(4.19)

•Adjusted Net Loss per diluted share increased from $(0.10) to $(0.13)

All revisions are reflected in the updated financial tables attached as Exhibit 99.2 and incorporated by reference herein. The revisions are also reflected in the consolidated financial statements included in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023, which was filed on the date hereof.

All revisions to the Company's fiscal 2023 results and first quarter fiscal 2024 results have no impact on the Company's 2024 guidance issued on August 29, 2023, and reaffirmed on November 15, 2023.

This Form 8-K/A contains certain non-GAAP financial measures, including EBITDA from Operations, adjusted EBITDA, adjusted net income (loss), adjusted net income (loss) per share and adjusted earnings per share. Reconciliations of such non-GAAP financial measures to the most directly comparable GAAP measures are included in the updated financial tables attached as Exhibits 99.1 and 99.2. This Form 8-K/A may contain certain forward looking statements. For a more detailed discussion, see the information under the caption “Forward Looking Statements” in Exhibits 99.1 and 99.2.

As provided in General Instruction B.2 of Form 8-K, Exhibit 99.1 and Exhibit 99.2 and the information contained in this Item 2.02 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed to be incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 2.06 Material Impairments.

The information required by this Item 2.06 is included under Item 2.02 of this Current Report on Form 8-K/A and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

d. Exhibits. The following exhibits are filed (or, in the case of Exhibit 99.1 and Exhibit 99.2, furnished) as part of this Current Report on Form 8-K/A.


Exhibit No.						Description






99.1						Financial Tables Reflecting Revisions to Previously Reported Fourth Quarter and Fiscal Year Ended June 30, 2023 Financial Results
99.2						Financial Tables Reflecting Revisions to Previously Reported First Quarter Ended September 30, 2023 Financial Results
104						The cover page from this Current Report on Form 8-K/A, formatted in Inline XBRL.

SIGNATURE

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


			Catalent, Inc.
			(Registrant)

By:			/s/ JOSEPH FERRARO
			Joseph A. Ferraro
			Senior Vice President, General Counsel, Chief Compliance Officer & Secretary

			Date: December 8, 2023

Exhibit 99.1

Revised Financial Highlights

The financial tables in this Exhibit 99.1 reflect revisions to preliminary reported financial results for the three months and fiscal year ended June 30, 2023 related to identified revisions as noted in the Form 8-K/A filed December 8, 2023 (the “Form 8-K/A”).

Fourth Quarter 2023 Segment Review


(Dollars in millions)	Three Months Ended June 30,						Constant Currency
	2023			2022			Change %
Biologics
Net revenue	$	400		$	645		(38)	%
Segment EBITDA	(22)			194			(111)	%
Segment EBITDA margin	(5.3)		%	30.0		%
Pharma and Consumer Health
Net revenue	655			643			2	%
Segment EBITDA	180			198			(10)	%
Segment EBITDA margin	27.4		%	30.8		%
Inter-segment revenue elimination	—			(1)			—	%
Unallocated costs	(165)			(75)			118	%
Combined totals
Net revenue	$	1,055		$	1,287		(18)	%

EBITDA (loss) from operations	$	(7)		$	317		(101)	%


(Dollars in millions)	Three Months Ended June 30, 2023
	Preliminary Results			Revisions			As Revised
Biologics
Net revenue (1)	$	406		$	(6)		$	400
Segment EBITDA (2)	(12)			(10)			(22)
Segment EBITDA margin (2)	(2.9)		%	(2.4)		%	(5.3)		%
Pharma and Consumer Health
Net revenue (1)	662			(7)			655
Segment EBITDA (3)	187			(7)			180
Segment EBITDA margin	28.2		%	(0.8)		%	27.4		%
Inter-segment revenue elimination	—			—			—
Unallocated costs (4)	(157)			(8)			(165)
Combined totals
Net revenue (1)	$	1,068		$	(13)		$	1,055

EBITDA (loss) from operations (5)	$	18		$	(25)		$	(7)

(1) Revisions to net revenue primarily relates to reversals that will be recognized in future periods.

(2) Revisions to Biologics Segment EBITDA primarily relate to revenue reversals that will be recognized in future periods, (ii) a non-cash fixed asset write-off, and (iii) an inventory revaluation adjustment.

(3) Revisions to Pharma and Consumer Health Segment EBITDA primarily relate to revenue reversals that will be recognized in future periods.

(4) Revisions to unallocated costs represent fixed asset impairment charges primarily associated with an idle facility in the Biologics segment.

(5) Revisions to EBITDA (loss) from operations primarily represent (i) revenue reversals that will be recognized in future periods, (ii) a non-cash fixed asset write-off, (iii) fixed asset impairment charges primarily associated with an idle facility in the Biologics segment, and (iv) an inventory revaluation adjustment.

Fiscal Year 2023 Segment Review


(Dollars in millions)	Fiscal Year Ended June 30,						FX Impact		Constant Currency Increase (Decrease)
	2023			2022					Change $		Change %
Biologics
Net revenue	$	1,978		$	2,534		$	(31)	$	(525)	(21)	%
Segment EBITDA	277			777			(4)		(496)		(64)	%
Segment EBITDA margin	14.0		%	30.7		%
Pharma and Consumer Health
Net revenue	2,287			2,271			(77)		93		4	%
Segment EBITDA	548			589			(23)		(18)		(3)	%
Segment EBITDA margin	24.0		%	25.9		%
Inter-segment revenue elimination	(2)			(3)			—		1		*
Unallocated Costs	(559)			(286)			10		(283)		99	%
Combined totals
Net revenue	$	4,263		$	4,802		$	(108)	$	(431)	(9)	%

EBITDA from operations	$	266		$	1,080		$	(17)	$	(797)	(74)	%


(Dollars in millions)	Fiscal Year Ended June 30, 2023
	Preliminary Results			Revisions			As Revised
Biologics
Net revenue (1)	$	1,984		$	(6)		$	1,978
Segment EBITDA (2)	287			(10)			277
Segment EBITDA margin (2)	14.5		%	(0.5)		%	14.0		%
Pharma and Consumer Health
Net revenue (1)	2,294			(7)			2,287
Segment EBITDA (3)	555			(7)			548
Segment EBITDA margin	24.2		%	(0.2)		%	24.0		%
Inter-segment revenue elimination	(2)			—			(2)
Unallocated costs (4)	(551)			(8)			(559)
Combined totals
Net revenue (1)	$	4,276		$	(13)		$	4,263

EBITDA (loss) from operations (5)	$	291		$	(25)		$	266

(1) Revisions primarily relate to reversals that will be recognized in future periods.

(2) Revisions to Biologics Segment EBITDA primarily represent (i) revenue reversals that will be recognized in future periods, (ii) a non-cash fixed asset write-off, and (iii) an inventory valuation adjustment.

(3) Revisions to Pharma and Consumer Health Segment EBITDA primarily relate to revenue reversals that will be recognized in future periods.

(4) Revisions to unallocated costs represent fixed asset impairment charges primarily associated with an idle facility in the Biologics segment.


Biologics segment	2023 vs. 2022				2023 vs. 2022
Year-Over-Year Change	Three Months Ended June 30,				Fiscal Year Ended June 30,
	Net Revenue		Segment EBITDA		Net Revenue		Segment EBITDA
Organic	(38)	%	(110)	%	(21)	%	(62)	%
Impact of acquisitions	—	%	(1)	%	—	%	(2)	%
Constant-currency change	(38)	%	(111)	%	(21)	%	(64)	%
Foreign exchange translation impact on reporting	—	%	—	%	(1)	%	—	%
Total % change	(38)	%	(111)	%	(22)	%	(64)	%


Pharma and Consumer Health segment	2023 vs. 2022				2023 vs. 2022
Year-Over-Year Change	Three Months Ended June 30,				Fiscal Year Ended June 30,
	Net Revenue		Segment EBITDA		Net Revenue				Segment EBITDA
Organic	(2)	%	(14)	%	(1)	%			(9)	%
Impact of acquisitions	4	%	4	%	5	%			6	%
Constant-currency change	2	%	(10)	%	4	%	4	%	(3)	%
Foreign currency translation impact on reporting	—	%	1	%	(3)	%			(4)	%
Total % change	2	%	(9)	%	1	%			(7)	%

Segment Net Revenue as a % of Total Net Revenue


	Three Months Ended
	June 30, 2023		March 31, 2023		December 31, 2022		September 30, 2022		June 30, 2022
Biologics	38	%	46	%	50	%	51	%	50	%
Pharma and Consumer Health	62	%	54	%	50	%	49	%	50	%
Net Revenue	100	%	100	%	100	%	100	%	100	%

Non-GAAP Financial Measures

Use of EBITDA from operations, Adjusted EBITDA, Adjusted Net Income and Segment EBITDA

Management measures operating performance based on consolidated earnings from operations before interest expense, expense (benefit) for income taxes, and depreciation and amortization, adjusted for the income or loss attributable to non-controlling interests (“EBITDA from operations”). EBITDA from operations is not defined under U.S. GAAP, is not a measure of operating income, operating performance, or liquidity presented in accordance with U.S. GAAP, and is subject to important limitations.

Catalent believes that the presentation of EBITDA from operations enhances an investor’s understanding of its financial performance. Catalent believes this measure is a useful financial metric to assess its operating performance across periods by excluding certain items that it believes are not representative of its core business and uses this measure for business planning purposes.

expenditures because it eliminates depreciation and amortization expense. Catalent presents EBITDA from operations in order to provide supplemental information that it considers relevant for the readers of its consolidated financial statements, and such information is not meant to replace or supersede U.S. GAAP measures. Catalent’s definition of EBITDA from operations may not be the same as similarly titled measures used by other companies.

Catalent evaluates the performance of its segments based on segment earnings before non-controlling interest, other (income) expense, impairments, restructuring costs, interest expense, income tax expense (benefit), and depreciation and amortization (“Segment EBITDA”). Moreover, under Catalent’s credit agreement, its 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 not defined under U.S. GAAP, is not a measure of operating income, operating performance, or liquidity presented in accordance with U.S. GAAP, and is subject to important limitations. Adjusted EBITDA is the covenant compliance measure used in the credit agreement governing debt incurrence and restricted payments. Because not all companies use identical calculations, Catalent’s presentation of Adjusted EBITDA may not be comparable to similarly titled measures of other companies.

Management also measures operating performance based on Adjusted Net Income and Adjusted Net Income per share. Adjusted Net Income is not defined under U.S. GAAP, is not a measure of operating income, operating performance, or liquidity presented in accordance with U.S. GAAP and is subject to important limitations. Catalent believes that the presentation of Adjusted Net Income and Adjusted Net Income per share enhances an investor’s understanding of its financial performance. Catalent believes these measures are a useful financial metric to assess its operating performance across periods by excluding certain items that it believes are not representative of its core business and Catalent uses these measures for business planning purposes. Catalent defines Adjusted Net Income as net earnings adjusted for amortization attributable to purchase accounting and adjustments for other cash and non-cash items included in the table below, partially offset by its estimate of the tax effects of such cash and non-cash items. Catalent believes that Adjusted Net Income and Adjusted Net Income per share provides investors with a useful tool for assessing the comparability between periods of its ability to generate cash from operations available to its stockholders. Catalent’s definition of Adjusted Net Income may not be the same as similarly titled measures used by other companies. Adjusted Net Income per share is computed by dividing Adjusted Net Income by the weighted average diluted shares outstanding.

The most directly comparable U.S. GAAP measure to EBITDA from operations, Adjusted EBITDA, and Adjusted Net Income is net earnings. Included in this release is a reconciliation of net earnings to EBITDA from operations, Adjusted EBITDA and Adjusted Net Income.

Catalent does not provide a reconciliation of forward-looking non-GAAP financial measures to their comparable U.S. GAAP financial measures because it could not do so without unreasonable effort due to the unavailability of the information needed to calculate reconciling items and due to the variability, complexity and limited visibility of the adjusting items that would be excluded from the non-GAAP financial measures in future periods. When planning, forecasting, and analyzing future periods, Catalent does so primarily on a non-GAAP basis without preparing a U.S. GAAP analysis as that would require estimates for various cash and non-cash reconciling items that would be difficult to predict with reasonable accuracy. For example, equity compensation expense would be difficult to estimate because it depends on Catalent’s future hiring and retention needs, as well as the future fair market value of its common stock, all of which are difficult to predict and subject to constant change. It is equally difficult to anticipate the need for or magnitude of a presently unforeseen one-time restructuring expense or the values of end-of-period foreign currency exchange rates. As a result, Catalent does not believe that a U.S. GAAP reconciliation would provide meaningful supplemental information about its outlook.

Use of Constant Currency

As changes in exchange rates are an important factor in understanding period-to-period comparisons, Catalent believes the presentation of results on a constant-currency basis in addition to reported results helps improve investors’ ability to understand its operating results and evaluate its performance in comparison to prior periods. Constant-currency information compares results between periods as if exchange rates had remained constant period over period. Catalent uses results on a constant-currency basis as one measure to evaluate its performance. Catalent calculates constant currency by calculating current-year results using prior-year foreign currency exchange rates. Catalent generally refers to such amounts calculated on a constant-currency basis as excluding the impact of foreign exchange or being on a constant-currency basis. These results should be considered in addition to, not as a substitute for, results reported in accordance with U.S. GAAP. Results on a constant-currency basis, as Catalent presents them, may not be comparable to similarly titled measures used by other companies and are not measures of performance presented in accordance with U.S. GAAP.

Forward-Looking Statements

This release contains both historical and forward-looking statements and guidance. All statements other than statements of historical fact, are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally can be identified by the use of statements that include phrases such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “plan,” “project,” “predict,” “hope,” “foresee,” “likely,” “may,” “could,” “target,” “will,” “would,” or other words or phrases with similar meanings. Similarly, statements that describe Catalent’s objectives, plans, or goals are, or may be, forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from Catalent’s expectations, projections, and guidance. Some of the factors that could cause actual results to differ include, but are not limited to, the following: actions of activist shareholders; increasing focus by investors, regulators, customers, and other stakeholders on ESG matters; failure to comply with existing, changing and future regulatory requirements; failure to implement fully, monitor, and continuously improve Catalent’ quality management strategy; Catalent’s ability to resolve productivity issues and higher-than-expected costs at certain of its manufacturing facilities; the declining demand for various vaccines and treatments for the SARS-Co-V-2 strain of coronavirus and its variants (“COVID-19”) from both patients and governments around the world may affect sales of the COVID-19 products Catalent manufactures; demand for Catalent’s offerings, which depends in part on its customers’ research and development and the clinical and market success of their products; participation in a highly competitive market and increased competition; product and other liability risks; global health epidemics; problems providing the highly exacting and complex services or support required; inability to keep pace with rapid technological advances; failure to protect or maintain intellectual property; risks related to Catalent’s offerings or its customers’ products infringing on the intellectual property rights of third parties; events that diminish, tarnish, or otherwise damage Catalent’s brand; fluctuations in the costs, availability, and suitability of the components of the products Catalent manufactures; the impact of and risks related to impairment losses with respect to goodwill or other assets and the possibility that Catalent may incur additional impairment charges; changes in market access or healthcare reimbursement or the healthcare industry in the United States or internationally; Catalent’s limited ability to use net operating loss carryforwards and certain other tax attributes; changes to the estimated future profitability of Catalent’s business that would require the establishment of an additional valuation allowance against net deferred tax assets; loss of key personnel; inability to complete any future acquisition or other transaction that may complement or expand Catalent’s business or divestiture of non-strategic businesses or assets and difficulties in successfully integrating acquired businesses and realizing anticipated benefits of such acquisitions; risks related to advanced modalities included within Catalent’s services, which are relatively new modes of treatment that may be subject to changing public opinion, continuing research, and increased regulatory scrutiny; the possibility of litigation, other proceedings and government investigations relating to Catalent’s operations; environmental, health, and safety laws and regulations, which could increase costs and restrict operations; labor and employment laws and regulations or labor difficulties, which could increase costs or result in operational disruptions; partnerships with companies that focus on the development of cannabis-based medicines and drug therapies, which is a business that attracts a high level of public interest and regulation; additional cash contributions required to fund Catalent’s existing pension plans; global economic, political and regulatory risks to Catalent’s operations, including risks from inflation, disruptions to global supply chains, bank failures or from the Ukrainian-Russian war and the recent war in Gaza between Israel and Hamas; fluctuations in the exchange rate of the U.S. dollar against other currencies; adverse tax legislative or regulatory initiatives or challenges or adjustments to Catalent’s tax positions; risks generally associated with information and communication systems; risks associated with foreign operations; new risks and challenges presented by artificial intelligence-based platforms; failure of financial institutions holding Catalent’s cash, cash equivalents and financial investments; risks associated with Catalent’s indebtedness, including substantial leverage that may limit Catalent’s ability to raise additional capital to fund operations and react to changes in the economy or in the industry, Catalent’s ability to incur significant additional debt and exposure to interest-rate risk to the extent of Catalent’s variable-rate debt preventing it from meeting its obligations under its indebtedness; failure to maintain effective disclosure controls and procedures due to material weaknesses Catalent has identified in its internal controls over financial reporting; historical and ongoing volatility of Catalent’s stock price; the loss of Catalent’s eligibility to use the Form S-3 registration statement, which could impair capital-raising activities; and delays or prevention of changes of control due to provisions in Catalent’s organizational documents. For a more detailed discussion of these and other factors, see the information under the caption “Risk Factors” in Catalent’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023, and its Quarterly Report on Form 10-Q for the three months ended September 30, 2023. All forward-looking statements speak only as of the date of this release or as of the date they are made, and Catalent does not undertake to update any forward-looking statement, including without limitation, any financial projection or guidance, as a result of new information, future events, developments, or otherwise, except to the extent required by law.

Catalent, Inc.

Consolidated Statements of Operations

(Unaudited; dollars and shares in millions, except per share data)


	Three Months Ended June 30,				FX Impact		Constant Currency Increase (Decrease)
	2023		2022				Change $		Change %
Net revenue	$	1,055	$	1,287	$	3	$	(235)	(18)	%
Cost of sales	840		825		2		13		2	%
Gross margin	215		462		1		(248)		(53)	%
Selling, general, and administrative expenses	217		226		1		(10)		(5)	%


Other operating expense, net	124		16		2		106		715	%
Operating (loss) earnings	(126)		220		(2)		(344)		(156)	%
Interest expense, net	56		32		(1)		25		76	%
Other (income) expense, net	(5)		3		1		(9)		(268)	%
(Loss) earnings before income taxes	(177)		185		(2)		(360)		(194)	%
Income tax (benefit) expense	(67)		17		(2)		(82)		(475)	%


Net (loss) earnings	$	(110)	$	168	$	—	$	(278)	(164)	%








Weighted average shares outstanding - basic	181		180
Weighted average shares outstanding - diluted	181		181

(Loss) earnings per share:
Basic

Net (loss) earnings	$	(0.59)	$	0.94
Diluted

Net (loss) earnings	$	(0.59)	$	0.93

The table below reflects the revisions to preliminary reported financial results for the three months ended June 30, 2023:


	Three Months Ended June 30, 2023
	Preliminary Results		Revisions		As Revised
Net revenue (1)	$	1,068	$	(13)	$	1,055
Cost of sales (2)	833		7		840
Gross margin	235		(20)		215
Selling, general, and administrative expenses	219		(2)		217


Other operating expense, net (3)	116		8		124
Operating loss	(100)		(26)		(126)
Interest expense, net	54		2		56
Other income, net	(4)		(1)		(5)
Loss before income taxes	(150)		(27)		(177)
Income tax benefit (4)	(64)		(3)		(67)


Net loss	$	(86)	$	(24)	$	(110)








Weighted average shares outstanding - basic	181		—		181
Weighted average shares outstanding - diluted	181		—		181

Loss per share:
Basic

Net loss	$	(0.48)	$	(0.11)	$	(0.59)
Diluted

Net loss	$	(0.48)	$	(0.11)	$	(0.59)

(1) Revisions to net revenue primarily relate to reversals that will be recognized in future periods.

(2) Revisions to cost of sales relates to a non-cash fixed asset write-off and an inventory valuation adjustment.

(3) Revisions to other operating expense, net represent fixed asset impairment charges primarily associated with an idle facility in the Biologics segment.

(4) Revisions to income tax benefit are the result of the associated tax impact of the pre-tax revisions.

Catalent, Inc.

Consolidated Statements of Operations

(Unaudited; dollars and shares in millions, except per share data)


	Fiscal Year Ended June 30,				FX impact		Constant Currency Increase (Decrease)
	2023		2022				Change $		Change %
Net revenue	$	4,263	$	4,802	$	(108)	$	(431)	(9)	%
Cost of sales	3,223		3,188		(78)		113		4	%
Gross margin	1,040		1,614		(30)		(544)		(34)	%
Selling, general and administrative expenses	829		844		(11)		(4)		—	%
Gain on sale of subsidiary	—		(1)		—		1		*
Goodwill impairment charges	210		—		—		210		*
Other operating expense, net	164		41		2		121		296	%

Operating (loss) earnings	(163)		730		(21)		(872)		(120)	%
Interest expense, net	186		123		(2)		65		53	%
Other (income) expense, net	(7)		28		(11)		(24)		(85)	%
(Loss) earnings before taxes	(342)		579		(8)		(913)		(158)	%
Income tax (benefit) expense	(86)		80		(5)		(161)		(201)	%


Net (loss) earnings	$	(256)	$	499	$	(3)	$	(752)	(151)	%
Less: Net earnings attributable to preferred shareholders	—		(16)
Net (loss) earnings attributable to common shareholders	$	(256)	$	483

Weighted average shares outstanding - basic	181		176
Weighted average shares outstanding - diluted	181		178

Earnings (loss) per share:
Basic
Net (loss) earnings	$	(1.42)	$	2.74
Diluted
Net (loss) earnings	$	(1.42)	$	2.73

The table below reflects the revisions to preliminary reported financial results for the fiscal year ended June 30, 2023:


	Fiscal Year Ended June 30, 2023
	Preliminary Results		Revisions		As Revised
Net revenue (1)	$	4,276	$	(13)	$	4,263
Cost of sales (2)	3,216		7		3,223
Gross margin	1,060		(20)		1,040
Selling, general and administrative expenses	831		(2)		829

Goodwill impairment charges	210		—		210
Other operating expense, net (3)	156		8		164

Operating loss	(137)		(26)		(163)
Interest expense, net	184		2		186
Other income, net	(6)		(1)		(7)
Loss before taxes	(315)		(27)		(342)
Income tax benefit (4)	(83)		(3)		(86)


Net loss	$	(232)	$	(24)	$	(256)



Weighted average shares outstanding - basic	181		—		181
Weighted average shares outstanding - diluted	181		—		181

Loss per share:
Basic
Net loss	$	(1.29)	$	(0.13)	$	(1.42)
Diluted
Net loss	$	(1.29)	$	(0.13)	$	(1.42)

(1) Revisions to net revenue primarily relate to reversals that will be recognized in future periods.

(2) Revisions to costs of sales relate to a non-cash fixed asset write-off and an inventory valuation adjustment.

(3) Revisions to other operating expense, net represents fixed asset impairment charges primarily associated with an idle facility in the Biologics segment.

(4) Revisions to income tax benefit are the result of the associated tax impact of the pre-tax revisions.

Catalent, Inc.

Condensed Consolidated Balance Sheets

(Unaudited; dollars in millions)


	June 30, 2023		June 30, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	280	$	449
Trade receivables, net	1,002		1,051
Inventories	777		702
Prepaid expenses and other	633		626
Marketable securities	—		89
Total current assets	2,692		2,917
Property, plant, and equipment, net	3,682		3,127
Other non-current assets, including intangible assets	4,403		4,464
Total assets	$	10,777	$	10,508

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term obligations and other short-term borrowings	$	536	$	31
Accounts payable	424		421
Other accrued liabilities	570		646
Total current liabilities	1,530		1,098
Long-term obligations, less current portion	4,313		4,171
Other non-current liabilities	323		464




Total shareholders' equity	4,611		4,775
Total liabilities and shareholders' equity	$	10,777	$	10,508

The table below reflects the revisions to preliminary reported financial results as of June 30, 2023:


	June 30, 2023
	Preliminary Results		Revisions		As Revised
ASSETS
Current assets:
Cash and cash equivalents	$	280	$	—	$	280
Trade receivables, net (1)	977		25		1,002
Inventories (2)	764		13		777
Prepaid expenses and other (1)	658		(25)		633
Total current assets	2,679		13		2,692
Property, plant, and equipment, net (3)	3,699		(17)		3,682
Other non-current assets, including intangible assets	4,404		(1)		4,403
Total assets	$	10,782	$	(5)	$	10,777

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term obligations and other short-term borrowings	$	536	$	—	$	536
Accounts payable	427		(3)		424
Other accrued liabilities (4)	544		26		570
Total current liabilities	1,507		23		1,530
Long-term obligations, less current portion	4,313		—		4,313
Other non-current liabilities	327		(4)		323




Total shareholders' equity (5)	4,635		(24)		4,611
Total liabilities and shareholders' equity	$	10,782	$	(5)	$	10,777

(1) Revisions were the result of a reclassification between trade receivables and short-term contract assets.

(2) Revisions to inventories was the net result of a balance sheet gross-up adjustment and a valuation adjustment.

(3) Revisions to property, plant and equipment, net were related to fixed asset impairments and a non-cash fixed asset write-off.

(4) Revisions primarily relate to a balance sheet gross-up of inventories and revenue reversals that increased deferred revenue which will be recognized in future periods.

(5) Revisions to shareholders' equity consist of (i) revenue reversals that will be recognized in future periods, (ii) fixed asset impairments, (iii) a non-cash fixed asset write-off, (iv) an inventory valuation adjustment, and (v) the associated tax impacts of the pre-tax revisions.

Catalent, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited; dollars in millions)


	Fiscal Year Ended June 30,
	2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES:


Net cash provided by operating activities	$	254	$	439
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, equipment, and other productive assets	(576)		(660)
Proceeds from maturity (purchases) of marketable securities	89		(20)
Proceeds from sale of property and equipment	8		—

Settlement on sale of subsidiaries, net	—		(3)
Payment for acquisitions, net of cash acquired	(474)		(1,199)
Payments for investments	(2)		(2)



Net cash used in investing activities	(955)		(1,884)
CASH FLOWS FROM FINANCING ACTIVITIES:


Proceeds from borrowing	715		1,100
Payments related to long-term obligations	(230)		(78)
Financing fees paid	(4)		(15)
Dividends paid	—		(4)

Cash paid, in lieu of equity, for tax withholding obligations	—		(10)
Exercise of stock options	4		26
Other financing activities	36		12




Net cash provided by financing activities	521		1,031
Effect of foreign currency exchange on cash and cash equivalents	11		(33)
NET DECREASE IN CASH AND CASH EQUIVALENTS	(169)		(447)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	449		896
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	280	$	449

The table below reflects the revisions to preliminary reported financial results for the fiscal year ended June 30, 2023:


	Fiscal Year Ended June 30, 2023
	Preliminary Results		Revisions		As Revised
CASH FLOWS FROM OPERATING ACTIVITIES:


Net cash provided by operating activities	$	261	$	(7)	$	254
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, equipment, and other productive assets	(583)		7		(576)
Proceeds from maturity (purchases) of marketable securities	89		—		89
Proceeds from sale of property and equipment	8		—		8


Payment for acquisitions, net of cash acquired	(474)		—		(474)
Payments for investments	(2)		—		(2)



Net cash used in investing activities	(962)		7		(955)
CASH FLOWS FROM FINANCING ACTIVITIES:


Proceeds from borrowing	715		—		715
Payments related to long-term obligations	(230)		—		(230)
Financing fees paid	(4)		—		(4)



Exercise of stock options	4		—		4
Other financing activities	36		—		36




Net cash provided by financing activities	521		—		521
Effect of foreign currency exchange on cash and cash equivalents	11		—		11
NET DECREASE IN CASH AND CASH EQUIVALENTS	(169)		—		(169)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	449		—		449
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	280	$	—	$	280

Catalent, Inc.

Reconciliation of Net Earnings (Loss) to EBITDA from Operations and Adjusted EBITDA*

(Unaudited; dollars in millions)


	Three months ended
	June 30, 2022		September 30, 2022		December 31, 2022		March 31, 2023		June 30, 2023
Net earnings (loss)	$	168	$	—	$	81	$	(227)	$	(110)
Interest expense, net	32		32		47		51		56
Income tax expense (benefit)	17		3		33		(55)		(67)
Depreciation and amortization	100		99		103		106		114

EBITDA (loss) from operations	317		134		264		(125)		(7)
Goodwill impairment charges	—		—		—		210		—
Stock-based compensation	12		19		10		6		—
Impairment charges and gain/loss on sale of assets	10		(2)		1		6		93

Restructuring costs	5		4		23		9		30
Acquisition, integration, and other special items	8		5		9		8		9


Foreign exchange (gain) loss	6		27		(26)		(8)		(4)

Other adjustments	—		—		2		(1)		1



Adjusted EBITDA	$	358	$	187	$	283	$	105	$	122
Favorable (unfavorable) FX impact									1
Adjusted EBITDA at constant currency									$	121

* Refer to Catalent's description of non-GAAP measures, including EBITDA from operations and Adjusted EBITDA as referenced above.

The table below reflects the revisions to preliminary reported financial results for the three months ended June 30, 2023:


	Three months ended June 30, 2023
	Preliminary Results		Revisions		As Revised
Net loss (1)	$	(86)	$	(24)	$	(110)
Interest expense, net	54		2		56
Income tax benefit (2)	(64)		(3)		(67)
Depreciation and amortization	114		—		114

EBITDA (loss) from operations	18		(25)		(7)


Impairment charges and gain/loss on sale of assets (3)	85		8		93

Restructuring costs	30		—		30
Acquisition, integration, and other special items	9		—		9


Foreign exchange gain	(4)		—		(4)

Other adjustments	1		—		1



Adjusted EBITDA	$	139	$	(17)	$	122
Favorable (unfavorable) FX impact	—		1		1
Adjusted EBITDA at constant currency	$	139	$	(18)	$	121

(1) Revisions to net loss relate to (i) revenue reversals that will be recognized in future periods, (ii) a non-cash fixed asset write-off, (iii) fixed asset impairment charges, (iv) an inventory valuation adjustment, and (v) the associated tax impact of the pre-tax revisions.

(2) Revisions to income tax benefit are the result of the tax impact of the pre-tax revisions.

(3) Revisions to impairment charges and gain/loss on sale of assets represents fixed asset impairment charges primarily associated with an idle facility in the Biologics segment.

Catalent, Inc.

Reconciliation of Net Earnings to Adjusted Net Income*

(Unaudited; dollars in millions, except per share data)


	Three months ended
	June 30, 2022		September 30, 2022		December 31, 2022		March 31, 2023		June 30, 2023
Net earnings (loss)	$	168	$	—	$	81	$	(227)	$	(110)


Amortization (1)	33		33		34		34		35

Goodwill impairment charges (2)	—		—		—		210		—
Stock-based compensation	12		19		10		6		—
Impairment charges and gain/loss on sale of assets (3)	10		(2)		1		6		93

Restructuring costs (4)	5		4		23		9		30
Acquisition, integration, and other special items (5)	8		5		9		8		9

Foreign exchange loss (gain)	6		27		(26)		(8)		(4)

Other adjustments	(1)		—		2		—		—
Estimated tax effect of adjustments (6)	(18)		(19)		(12)		(12)		(83)
Discrete income tax benefit items (7)	(28)		(6)		—		(43)		31

Adjusted net income (loss) (ANI)	$	195	$	61	$	122	$	(17)	$	1

Weighted average shares outstanding - basic	180								181
Weighted average shares outstanding - diluted	181								182

Earnings per share:

Net earnings (loss) per share - basic	$	0.94							$	(0.59)
Net earnings (loss) per share - diluted	$	0.93							$	(0.59)

ANI per share:
ANI per share - basic	$	1.09							$	0.02
ANI per share - diluted (8)	$	1.08							$	0.02

* Refer to Catalent's description of non-GAAP measures, including Adjusted Net Income as referenced above.

(1) Represents the amortization attributable to purchase accounting for previously completed business combinations.

(2) Goodwill impairment charges during the three months ended March 31, 2023 were associated with the Company's Consumer Health reporting unit.

(3) For the three months ended June 30, 2023, represents fixed asset impairment charges primarily associated with an idle facility in the Biologics segment and obsolete equipment that could not be sold or repurposed in the Pharma and Consumer Health segment. For the three months ended June 30, 2022, represents fixed asset impairment charges primarily associated with obsolete equipment in the Biologics segment.

(4) Restructuring costs during the three months ended March 31, 2023 and December 31, 2022 represent restructuring charges associated with Catalent's plans to reduce costs, consolidate facilities, and optimize its infrastructure across the organization.

(5) Acquisition, integration and other special items during the three months ended December 31, 2022 include costs associated with its October 2022 acquisition of Metrics Contract Services.

(6) The tax effect of adjustments to Adjusted Net (Loss) Income is computed by applying the statutory tax rate in the jurisdictions to the income or expense items that are adjusted in the period presented; if a valuation allowance exists, the rate applied is zero.

(7) Discrete period income tax expense items are unusual or infrequently occurring items, primarily including: changes in judgment related to the realizability of deferred tax assets in future years, changes in measurement of a prior-year tax position, deferred tax impact of changes in tax law, and purchase accounting.

(8) For the three months ended June 30, 2023 and 2022, represents Adjusted Net (Loss) Income divided by the weighted average sum of fully diluted shares outstanding, which is equal to (a) the number of shares of common stock outstanding, plus (b) the number of shares of its common stock that would be issued assuming exercise or vesting of all potentially dilutive instruments. For the three months ended June 30, 2023 and 2022, the weighted average number of shares was 182 million and 181 million, respectively.

The table below reflects the revisions to preliminary reported financial results for the three months ended June 30, 2023:


	Three months ended June 30, 2023
	Preliminary Results		Revisions		As Revised
Net loss (1)	$	(86)	$	(24)	$	(110)


Amortization	35		—		35



Impairment charges and gain/loss on sale of assets (2)	85		8		93

Restructuring costs	30		—		30
Acquisition, integration, and other special items	9		—		9

Foreign exchange gain	(4)		—		(4)


Estimated tax effect of adjustments	(81)		(2)		(83)
Discrete income tax benefit items	28		3		31

Adjusted net income (ANI)	$	16	$	(15)	$	1

Weighted average shares outstanding - basic	181		—		181
Weighted average shares outstanding - diluted	182		—		182

Loss per share:

Net loss per share - basic	$	(0.48)	$	(0.11)	$	(0.59)
Net loss per share - diluted	$	(0.48)	$	(0.11)	$	(0.59)

ANI per share:
ANI per share - basic	$	0.09	$	(0.07)	$	0.02
ANI per share - diluted	$	0.09	$	(0.07)	$	0.02

(1) Revisions to the components of net loss relate to (i) revenue reversals that will be recognized in future periods, (ii) a non-cash fixed asset write-off, (iii) fixed asset impairment charges, (iv) an inventory valuation adjustment, and (v) the associated tax impact of the pre-tax revisions.

(2) Revisions to impairment charges and gain/loss on sale of assets represents fixed asset impairment charges primarily associated with an idle facility in the Biologics segment.

Catalent, Inc.

Reconciliation of Segment EBITDA to Net (Loss) Earnings

(Unaudited; dollars in millions, except per share data)


	Three Months Ended June 30,				Fiscal Year Ended June 30,
	2023		2022		2023		2022
Biologics Segment EBITDA	$	(22)	$	194	$	277	$	777
Pharma and Consumer Health Segment EBITDA	180		198		548		589
Sub-Total	$	158	$	392	$	825	$	1,366
Reconciling items to net earnings
Unallocated costs (1)	(165)		(75)		(559)		(286)
Depreciation and amortization	(114)		(100)		(422)		(378)
Interest expense, net	(56)		(32)		(186)		(123)
Income tax expense	67		(17)		86		(80)

Net (loss) earnings	$	(110)	$	168	$	(256)	$	499

(1) Unallocated costs include restructuring and special items, stock-based compensation, impairment charges, gain/loss on sale of subsidiary, certain other corporate directed costs, and other costs that are not allocated to the segments.

The table below reflects the revisions to preliminary reported financial results for the three months ended June 30, 2023:


	Three Months Ended June 30, 2023
	Preliminary Results		Revisions		As Revised
Biologics Segment EBITDA (1)	$	(12)	$	(10)	$	(22)
Pharma and Consumer Health Segment EBITDA (2)	187		(7)		180
Sub-Total (1)	$	175	$	(17)	$	158
Reconciling items to net earnings
Unallocated costs (3)	(157)		(8)		(165)
Depreciation and amortization	(114)		—		(114)
Interest expense, net	(54)		(2)		(56)
Income tax benefit (3)	64		3		67

Net loss	$	(86)	$	(24)	$	(110)

(1) Revisions to Segment EBITDA primarily represent (i) revenue reversals that will be recognized in future periods, (ii) a non-cash fixed asset write-off, and (iii) an inventory valuation adjustment.

(2) Revisions to Pharma and Consumer Health Segment EBITDA primarily represent revenue reversals that will be recognized in future periods.

(3) Revisions to unallocated costs represent fixed asset impairment charges primarily associated with an idle facility in the Biologics segment.

(4) Revisions to income tax benefit are the result of the associated tax impact of the pre-tax revisions.

Catalent, Inc.

Calculation of Net Leverage Ratio

(Unaudited; dollars in millions)


	June 30, 2022		September 30, 2022		December 31, 2022		March 31, 2023		June 30, 2023
Incremental Term Loan, due 2028	$	1,433	$	1,429	$	1,426	$	1,422	$	1,418
Revolving credit facility	—		75		600		550		500
Unamortized discount and debt issuance costs	(9)		(7)		(13)		(12)		(11)
Total Secured Debt	1,424		1,497		2,013		1,960		1,907
Senior Notes, due 2027, 5.000%	500		500		500		500		500
Senior Notes, due 2028 (EUR), 2.375%	874		794		879		895		904
Senior Notes, due 2029, 3.125%	550		550		550		550		550
Senior Notes due 2030, 3.500%	650		650		650		650		650
Finance Leases / Other	234		245		291		323		366
Unamortized discount and debt issuance costs	(30)		(32)		(30)		(29)		(28)
Total Unsecured Debt	2,778		2,707		2,840		2,889		2,942

Total Debt	4,202		4,204		4,853		4,849		4,849
Cash and Cash Equivalents	449		281		442		252		280
Marketable Securities	89		64		28		—		—
Total Net Debt	$	3,664	$	3,859	$	4,383	$	4,597	$	4,569
Adjusted EBITDA


Q1 2022	252
Q2 2022	310		310
Q3 2022	339		339		339
Q4 2022	358		358		358		358
Q1 2023			187		187		187		187
Q2 2023					283		283		283
Q3 2023							105		105
Q4 2023									122
LTM Adjusted EBITDA	$	1,259	$	1,194	$	1,167	$	933	$	697
Net First Lien Debt / LTM Adj. EBITDA (1)	0.9x		1.2x		1.6x		2.2x		2.9x
Net Sr. Secured Debt / Adj. EBITDA	0.7x		1.0x		1.3x		1.8x		2.3x
Net Debt / LTM Adj. EBITDA	2.9x		3.2x		3.8x		4.9x		6.6x

(1) Net First Lien Debt ratio represents gross secured debt and finance leases/other outstanding, less cash and cash equivalents and marketable securities, divided by LTM Adjusted EBITDA.

The table below reflects the revisions to preliminary reported financial results for the three months ended June 30, 2023:


	Three months ended June 30, 2023
	Preliminary Results		Revisions		As Revised
Incremental Term Loan, due 2028	$	1,418	$	—	$	1,418
Revolving credit facility	500		—		500
Unamortized discount and debt issuance costs	(11)		—		(11)
Total Secured Debt	1,907		—		1,907
Senior Notes, due 2027, 5.000%	500		—		500
Senior Notes, due 2028 (EUR), 2.375%	904		—		904
Senior Notes, due 2029, 3.125%	550		—		550
Senior Notes due 2030, 3.500%	650		—		650
Finance Leases / Other	366		—		366
Unamortized discount and debt issuance costs	(28)		—		(28)
Total Unsecured Debt	2,942		—		2,942

Total Debt	4,849		—		4,849
Cash and Cash Equivalents	280		—		280
Marketable Securities	—		—		—
Total Net Debt	$	4,569	$	—	$	4,569
Adjusted EBITDA






Q1 2023	187		—		187
Q2 2023	283		—		283
Q3 2023	105		—		105
Q4 2023 (1)	139		(17)		122
LTM Adjusted EBITDA (1)	$	714	$	(17)	$	697
Net First Lien Debt / LTM Adj. EBITDA	2.8x		0.1x		2.9x
Net Sr. Secured Debt / Adj. EBITDA	2.3x		—		2.3x
Net Debt / LTM Adj. EBITDA	6.4x		0.2x		6.6x

(1) Revisions primarily represent (i) revenue reversals that will be recognized in future periods, (ii) a non-cash fixed asset write-off, and (iii) an inventory valuation adjustment.

Exhibit 99.2

Revised Financial Highlights

The financial tables in this Exhibit 99.2 reflect revisions to preliminary reported financial results for the three months ended September 30, 2023 related to identified revisions as noted in the Form 8-K/A filed December 8, 2023 (“the Form 8-K/A”).

First Quarter 2024 Segment Review


(Dollars in millions)	Three Months Ended September 30,						Constant Currency
	2023			2022			Change %
Biologics
Net revenue	$	448		$	523		(15)	%
Segment EBITDA	49			113			(57)	%
Segment EBITDA margin	11.0		%	21.5		%
Pharma and Consumer Health
Net revenue	534			499			4	%
Segment EBITDA	101			108			(10)	%
Segment EBITDA margin	18.9		%	21.7		%

Unallocated costs (1)	(777)			(87)			*
Combined totals
Net revenue	$	982		$	1,022		(6)	%
EBITDA (loss) from operations	$	(627)		$	134		*

(1) For the three months ended September 30, 2023, unallocated costs include $689 million of non-cash goodwill impairment charges.

* Not meaningful


(Dollars in millions)	Three Months Ended September 30, 2023
	Preliminary Results			Revisions			As Revised
Biologics
Net revenue	$	447		$	1		$	448
Segment EBITDA (1)	52			(3)			49
Segment EBITDA margin (1)	11.6		%	(0.6)		%	11.0		%
Pharma and Consumer Health
Net revenue	535			(1)			534
Segment EBITDA	101			—			101
Segment EBITDA margin	18.9		%	—		%	18.9		%

Unallocated costs (2)	(789)			12			(777)
Combined totals
Net revenue	$	982		$	—		$	982
EBITDA (loss) from operations	$	(636)		$	9		$	(627)

(1) Revision to Biologics segment EBITDA represent incremental cost of sales recognition.

(2) Revisions to unallocated costs represent fixed asset impairment charges primarily associated with an idle facility in the Biologics segment and a decrease in the non-cash goodwill impairment charge.


Biologics segment	2023 vs. 2022
Year-Over-Year Change	Three Months Ended September 30,
	Net Revenue		Segment EBITDA
Organic	(15)	%	(57)	%

Constant-currency change	(15)	%	(57)	%
Foreign exchange translation impact on reporting	1	%	1	%
Total % change	(14)	%	(56)	%


Pharma and Consumer Health segment	2023 vs. 2022
Year-Over-Year Change	Three Months Ended September 30,
	Net Revenue		Segment EBITDA
Organic	(1)	%	(20)	%
Impact of acquisitions	5	%	10	%
Constant-currency change	4	%	(10)	%
Foreign currency translation impact on reporting	3	%	3	%
Total % change	7	%	(7)	%

Segment Net Revenue as a % of Total Net Revenue


	Three Months Ended
	September 30, 2023		June 30, 2023		March 31, 2023		December 31, 2022		September 30, 2022
Biologics	46	%	38	%	46	%	50	%	51	%
Pharma and Consumer Health	54	%	62	%	54	%	50	%	49	%
Net Revenue	100	%	100	%	100	%	100	%	100	%

Non-GAAP Financial Measures

Use of EBITDA from operations, Adjusted EBITDA, Adjusted Net Income and Segment EBITDA

In addition, given the significant investments that Catalent has made in the past in property, plant and equipment, depreciation and amortization expenses represent a meaningful portion of its cost structure. Catalent believes that EBITDA from operations will provide investors with a useful tool for assessing the comparability between periods of Catalent's 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. Catalent presents EBITDA from operations in order to provide supplemental information that it considers relevant for the readers of its consolidated financial statements, and such information is not meant to replace or supersede U.S. GAAP measures. Catalent’s definition of EBITDA from operations may not be the same as similarly titled measures used by other companies.

Catalent evaluates the performance of its segments based on segment earnings before non-controlling interest, other (income) expense, impairments, restructuring costs, interest expense, income tax expense (benefit), and depreciation and amortization (“segment EBITDA”). Moreover, under Catalent’s credit agreement, its 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 not defined under U.S. GAAP, is not a measure of operating income, operating performance, or liquidity presented in accordance with U.S. GAAP, and is subject to important limitations. Adjusted EBITDA is the covenant compliance measure used in the credit agreement governing debt incurrence and restricted payments. Because not all companies use identical calculations, Catalent’s presentation of Adjusted EBITDA may not be comparable to similarly titled measures of other companies.

Use of Constant Currency

Forward-Looking Statements

Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally can be identified by the use of statements that include phrases such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “plan,” “project,” “predict,” “hope,” “foresee,” “likely,” “may,” “could,” “target,” “will,” “would,” or other words or phrases with similar meanings. Similarly, statements that describe Catalent’s objectives, plans, or goals are, or may be, forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from Catalent’s expectations, projections, and guidance. Some of the factors that could cause actual results to differ include, but are not limited to, the following: actions of activist shareholders; increasing focus by investors, regulators, customers, and other stakeholders on ESG matters; failure to comply with existing, changing and future regulatory requirements; failure to implement fully, monitor, and continuously improve Catalent’ quality management strategy; Catalent’s ability to resolve productivity issues and higher-than-expected costs at certain of its manufacturing facilities; the declining demand for various vaccines and treatments for the SARS-Co-V-2 strain of coronavirus and its variants (“COVID-19”) from both patients and governments around the world may affect sales of the COVID-19 products Catalent manufactures; demand for Catalent’s offerings, which depends in part on its customers’ research and development and the clinical and market success of their products; participation in a highly competitive market and increased competition; product and other liability risks; global health epidemics; problems providing the highly exacting and complex services or support required; inability to keep pace with rapid technological advances; failure to protect or maintain intellectual property; risks related to Catalent’s offerings or its customers’ products infringing on the intellectual property rights of third parties; events that diminish, tarnish, or otherwise damage Catalent’s brand; fluctuations in the costs, availability, and suitability of the components of the products Catalent manufactures; the impact of and risks related to impairment losses with respect to goodwill or other assets and the possibility that Catalent may incur additional impairment charges; changes in market access or healthcare reimbursement or the healthcare industry in the United States or internationally; Catalent’s limited ability to use net operating loss carryforwards and certain other tax attributes; changes to the estimated future profitability of Catalent’s business that would require the establishment of an additional valuation allowance against net deferred tax assets; loss of key personnel; inability to complete any future acquisition or other transaction that may complement or expand Catalent’s business or divestiture of non-strategic businesses or assets and difficulties in successfully integrating acquired businesses and realizing anticipated benefits of such acquisitions; risks related to advanced modalities included within Catalent’s services, which are relatively new modes of treatment that may be subject to changing public opinion, continuing research, and increased regulatory scrutiny; the possibility of litigation, other proceedings and government investigations relating to Catalent’s operations; environmental, health, and safety laws and regulations, which could increase costs and restrict operations; labor and employment laws and regulations or labor difficulties, which could increase costs or result in operational disruptions; partnerships with companies that focus on the development of cannabis-based medicines and drug therapies, which is a business that attracts a high level of public interest and regulation; additional cash contributions required to fund Catalent’s existing pension plans; global economic, political and regulatory risks to Catalent’s operations, including risks from inflation, disruptions to global supply chains, bank failures or from the Ukrainian-Russian war and the recent war in Gaza between Israel and Hamas; fluctuations in the exchange rate of the U.S. dollar against other currencies; adverse tax legislative or regulatory initiatives or challenges or adjustments to Catalent’s tax positions; risks generally associated with information and communication systems; risks associated with foreign operations; new risks and challenges presented by artificial intelligence-based platforms; failure of financial institutions holding Catalent’s cash, cash equivalents and financial investments; risks associated with Catalent’s indebtedness, including substantial leverage that may limit Catalent’s ability to raise additional capital to fund operations and react to changes in the economy or in the industry, Catalent’s ability to incur significant additional debt and exposure to interest-rate risk to the extent of Catalent’s variable-rate debt preventing it from meeting its obligations under its indebtedness; failure to maintain effective disclosure controls and procedures due to material weaknesses Catalent has identified in its internal controls over financial reporting; historical and ongoing volatility of Catalent’s stock price; the loss of Catalent’s eligibility to use the Form S-3 registration statement, which could impair capital-raising activities; and delays or prevention of changes of control due to provisions in Catalent’s organizational documents. For a more detailed discussion of these and other factors, see the information under the caption “Risk Factors” in Catalent’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023, and its Quarterly Report on Form 10-Q for the three months ended September 30, 2023. All forward-looking statements speak only as of the date of this release or as of the date they are made, and Catalent does not undertake to update any forward-looking statement, including without limitation, any financial projection or guidance, as a result of new information, future events, developments, or otherwise, except to the extent required by law.

Catalent, Inc.

Consolidated Statements of Operations

(Unaudited; dollars and shares in millions, except per share data)


	Three Months Ended September 30,				FX Impact		Constant Currency Increase (Decrease)
	2023		2022				Change $		Change %
Net revenue	$	982	$	1,022	$	18	$	(58)	(6)	%
Cost of sales	813		764		13		36		5	%
Gross margin	169		258		5		(94)		(37)	%
Selling, general, and administrative expenses	205		196		2		7		3	%


Goodwill impairment charges	689		—		—		689		*
Other operating expense, net	1		2		—		(1)		(18)	%
Operating (loss) earnings	(726)		60		3		(789)		*
Interest expense, net	58		32		—		26		80	%
Other expense, net	13		25		2		(14)		(58)	%
(Loss) earnings before income taxes	(797)		3		1		(801)		*
Income tax (benefit) expense	(38)		3		1		(42)		*


Net loss	$	(759)	$	—	$	—	$	(759)	*








Weighted average shares outstanding – basic	181		180
Weighted average shares outstanding – diluted	181		181

Loss per share:
Basic

Net loss	$	(4.19)	$	—
Diluted

Net loss	$	(4.19)	$	—

* Not meaningful

The table below reflects the revisions to preliminary reported financial results for the three months ended September 30, 2023:


	Three Months Ended September 30, 2023
	Preliminary Results		Revisions		As Revised
Net revenue	$	982	$	—	$	982
Cost of sales (1)	801		12		813
Gross margin	181		(12)		169
Selling, general, and administrative expenses (2)	215		(10)		205


Goodwill impairment charges	700		(11)		689
Other operating expense, net	1		—		1
Operating loss	(735)		9		(726)
Interest expense, net	58		—		58
Other expense, net	13		—		13
Loss before income taxes	(806)		9		(797)
Income tax benefit (3)	(91)		53		(38)


Net loss	$	(715)	$	(44)	$	(759)








Weighted average shares outstanding – basic	181		—		181
Weighted average shares outstanding – diluted	181		—		181

Loss per share:
Basic

Net loss	$	(3.94)	$	(0.25)	$	(4.19)
Diluted

Net loss	$	(3.94)	$	(0.25)	$	(4.19)

(1) Revisions to costs of sales were primarily the result of reclassification of charges between selling, general, and administrative expenses and a reversal of contract assets.

(2) Revisions to selling, general, and administrative expenses were primarily the result of reclassification of charges between cost of sales.

(3) Revisions to income tax benefit was primarily the result of recording a tax valuation allowance resulting from the impairments of goodwill in the BioModalities and Consumer Health reporting units.

Catalent, Inc.

Condensed Consolidated Balance Sheets

(Unaudited; dollars in millions)


	September 30, 2023		June 30, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	209	$	280
Trade receivables, net	830		1,002
Inventories	796		777
Prepaid expenses and other	779		633

Total current assets	2,614		2,692
Property, plant, and equipment, net	3,723		3,682
Other non-current assets, including intangible assets	3,686		4,403
Total assets	$	10,023	$	10,777

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term obligations and other short-term borrowings	$	624	$	536
Accounts payable	367		424
Other accrued liabilities	543		570
Total current liabilities	1,534		1,530
Long-term obligations, less current portion	4,322		4,313
Other non-current liabilities	326		323




Total shareholders' equity	3,841		4,611
Total liabilities and shareholders' equity	$	10,023	$	10,777

The table below reflects the revisions to preliminary reported financial results as of September 30, 2023:


	September 30, 2023
	Preliminary Results		Revisions		As Revised
ASSETS
Current assets:
Cash and cash equivalents	$	209	$	—	$	209
Trade receivables, net	826		4		830
Inventories (1)	811		(15)		796
Prepaid expenses and other (2)	795		(16)		779

Total current assets	2,641		(27)		2,614
Property, plant, and equipment, net (3)	3,729		(6)		3,723
Other non-current assets, including intangible assets (4)	3,676		10		3,686
Total assets	$	10,046	$	(23)	$	10,023

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term obligations and other short-term borrowings	$	624	$	—	$	624
Accounts payable	367		—		367
Other accrued liabilities (5)	552		(9)		543
Total current liabilities	1,543		(9)		1,534
Long-term obligations, less current portion	4,322		—		4,322
Other non-current liabilities	276		50		326




Total shareholders' equity (6)	3,905		(64)		3,841
Total liabilities and shareholders' equity	$	10,046	$	(23)	$	10,023

(1) Revisions to inventories were primarily the net result of a balance sheet gross-up adjustment and a valuation adjustment.

(2) Revisions to prepaid expenses and other primarily related to a balance sheet reclassification between prepaid and other accrued liabilities and the reversal of contract assets.

(3) Revisions to property, plant and equipment, net were the result of fixed asset impairment charges primarily associated with an idle facility in the Biologics segment.

(4) Revisions to other non-current assets were primarily the result of recording a tax valuation allowance resulting from impairments of goodwill in the BioModalities and Consumer Health reporting units.

(5) Revisions to other accrued liabilities related to a balance sheet reclassification between prepaid expenses and other accrued liabilities.

(6) Revisions to shareholders' equity were primarily the result of (i) revenue reversals that will be recognized in future periods, (ii) fixed asset impairments, (iii) a non-cash fixed asset write-off, (iv) an inventory valuation adjustment, (v) a tax valuation allowance resulting from the impairments of goodwill in the BioModalities and Consumer Health reporting units, and (vi) a reversal of contract assets, which were partially offset by a decrease to the goodwill impairment charges.

Catalent, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited; dollars in millions)


	Three Months Ended September 30,
	2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash used in operating activities	$	(70)	$	(92)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, equipment, and other productive assets	(84)		(149)
Proceeds from maturity of marketable securities	—		24
Proceeds from sale of property and equipment	1		6


(Payments) proceeds for investments	(1)		3
Net cash used in investing activities	(84)		(116)
CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from borrowing	115		75
Payments related to long-term obligations	(35)		(7)
Financing fees paid	(1)		—


Cash received, in lieu of equity, for tax withholding obligations	—		2
Exercise of stock options	1		1
Other financing activities	18		3
Net cash provided by financing activities	98		74
Effect of foreign currency exchange on cash and cash equivalents	(15)		(34)
NET DECREASE IN CASH AND CASH EQUIVALENTS	(71)		(168)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	280		449
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	209	$	281

Catalent, Inc.

Reconciliation of Net Earnings (Loss) to EBITDA from Operations and Adjusted EBITDA*

(Unaudited; dollars in millions)


	Three months ended
	September 30, 2022		December 31, 2022		March 31, 2023		June 30, 2023		September 30, 2023
Net earnings (loss)	$	—	$	81	$	(227)	$	(110)	$	(759)
Interest expense, net	32		47		51		56		58
Income tax expense (benefit)	3		33		(55)		(67)		(38)
Depreciation and amortization	99		103		106		114		112

EBITDA (loss) from operations	134		264		(125)		(7)		(627)
Goodwill impairment charges	—		—		210		—		689
Stock-based compensation	19		10		6		—		19
Impairment charges and gain/loss on sale of assets	(2)		1		6		93		(1)

Restructuring costs	4		23		9		30		2
Acquisition, integration, and other special items	5		9		8		9		7


Foreign exchange loss (gain)	27		(26)		(8)		(4)		9

Site transformation costs	—		—		—		—		14
Other adjustments	—		2		(1)		1		—
Adjusted EBITDA	$	187	$	283	$	105	$	122	$	112
Favorable FX impact									2
Adjusted EBITDA at constant currency									$	110

* Refer to Catalent's description of non-GAAP measures, including EBITDA from operations and Adjusted EBITDA as referenced above.

The table below reflects the revisions to preliminary reported financial results for the three months ended September 30, 2023:


	Three months ended September 30, 2023
	Preliminary Results		Revisions		As Revised
Net loss (1)	$	(715)	$	(44)	$	(759)
Interest expense, net	58		—		58
Income tax benefit (1)	(91)		53		(38)
Depreciation and amortization	112		—		112

EBITDA (loss) from operations	(636)		9		(627)
Goodwill impairment charges	700		(11)		689
Stock-based compensation	19		—		19
Impairment charges and gain/loss on sale of assets	(1)		—		(1)

Restructuring costs	2		—		2
Acquisition, integration, and other special items	8		(1)		7


Foreign exchange loss	9		—		9

Site transformation costs	14		—		14

Adjusted EBITDA	$	115	$	(3)	$	112
Favorable FX impact	2		—		2
Adjusted EBITDA at constant currency	$	113	$	(3)	$	110

(1) Revisions to net loss were primarily the result of recording a tax valuation allowance resulting from the impairments of goodwill in the BioModalities and Consumer Health reporting units.

Catalent, Inc.

Reconciliation of Net Loss to Adjusted Net (Loss) Income*

(Unaudited; dollars in millions, except per share data)


	Three months ended
	September 30, 2022		December 31, 2022		March 31, 2023		June 30, 2023		September 30, 2023
Net earnings (loss)	$	—	$	81	$	(227)	$	(110)	$	(759)


Amortization (1)	33		34		34		35		34

Goodwill impairment charges (2)	—		—		210		—		689
Stock-based compensation	19		10		6		—		19
Impairment charges and gain/loss on sale of assets (3)	(2)		1		6		93		(1)

Restructuring costs (4)	4		23		9		30		2
Acquisition, integration, and other special items (5)	5		9		8		9		7

Foreign exchange loss (gain)	27		(26)		(8)		(4)		9

Site transformation costs(6)	—		—		—		—		14
Other adjustments	—		2		—		—		(1)

Estimated tax effect of adjustments (7)	(19)		(12)		(12)		(83)		(21)
Discrete income tax benefit items (8)	(6)		—		(43)		31		(16)

Adjusted net (loss) income (ANI)	$	61	$	122	$	(17)	$	1	$	(24)

Weighted average shares outstanding – basic	180								181
Weighted average shares outstanding – diluted	181								181

Earnings per share:

Net loss per share – basic	$	—							$	(4.19)

Net loss per share – diluted	$	—							$	(4.19)

ANI per share:
ANI per share – basic	$	0.34							$	(0.13)
ANI per share – diluted (9)	$	0.34							$	(0.13)

* Refer to Catalent's description of non-GAAP measures, including Adjusted Net Income (Loss) as referenced above.

(1) Represents the amortization attributable to purchase accounting for previously completed business combinations.

(2) Non-cash goodwill impairment charges during the three months ended March 31, 2023 were associated with the Company's Consumer Health reporting unit. Non-cash goodwill impairment charges during the three months ended September 30, 2023 were associated with the Company's Biomodalities and Consumer Health reporting units.

(3) For the three months ended June 30, 2023, represents fixed asset impairment charges primarily associated with an idle facility in the Biologics segment.

(4) Restructuring costs represent employee and non-employee restructuring charges associated with Catalent's plans to reduce costs, consolidate facilities, and optimize its infrastructure across the organization.

(5) Acquisition, integration and other special items include costs associated with its October 2022 acquisition of Metrics Contract Services.

(6) For the three months ended September 30, 2023, represents operational and engineering enhancements and costs related to a transformation program in our Biologics segment.

(7) The tax effect of adjustments to Adjusted Net (Loss) Income is computed by applying the statutory tax rate in the jurisdictions to the income or expense items that are adjusted in the period presented; if a valuation allowance exists, the rate applied is zero.

(8) Discrete period income tax expense items are unusual or infrequently occurring items, primarily including: changes in judgment related to the realizability of deferred tax assets in future years, changes in measurement of a prior-year tax position, deferred tax impact of changes in tax law, and purchase accounting.

(9) For the three months ended September 30, 2023 and 2022, represents Adjusted Net (Loss) Income divided by the weighted average sum of fully diluted shares outstanding, which is equal to (a) the number of shares of common stock outstanding, plus (b) the number of shares of its common stock that would be issued assuming exercise or vesting of all potentially dilutive instruments. For the three months ended September 30, 2023 and 2022, the weighted average number of shares was 181 million.

The table below reflects the revisions to preliminary reported financial results for the three months ended September 30, 2023:


	Three months ended September 30, 2023
	Preliminary Results		Revisions		As Revised
Net loss (1)	$	(715)	$	(44)	$	(759)


Amortization	34		—		34

Goodwill impairment charges	700		(11)		689
Stock-based compensation	19		—		19
Impairment charges and gain/loss on sale of assets	(1)		—		(1)

Restructuring costs	2		—		2
Acquisition, integration, and other special items	8		(1)		7

Foreign exchange loss	9		—		9

Site transformation costs	14		—		14
Other adjustments	—		(1)		(1)

Estimated tax effect of adjustments	(21)		—		(21)
Discrete income tax benefit items (1)	(68)		52		(16)

Adjusted net loss (ANI)	$	(19)	$	(5)	$	(24)

Weighted average shares outstanding – basic	181		—		181
Weighted average shares outstanding – diluted	181		—		181

Loss per share:

Net loss per share – basic (1)	$	(3.94)	$	(0.25)	$	(4.19)

Net loss per share – diluted (1)	$	(3.94)	$	(0.25)	$	(4.19)

ANI (loss) per share:
ANI (loss) per share – basic (1)	$	(0.10)	$	(0.03)	$	(0.13)
ANI (loss) per share – diluted (1)	$	(0.10)	$	(0.03)	$	(0.13)

(1) Revisions were primarily the result of recording a tax valuation allowance resulting from impairments of goodwill in the BioModalities and Consumer Health reporting units.

Catalent, Inc.

Reconciliation of Segment EBITDA to Net Loss

(Unaudited; dollars in millions, except per share data)


	Three Months Ended September 30,
	2023		2022
Biologics Segment EBITDA	$	49	$	113
Pharma and Consumer Health Segment EBITDA	101		108
Sub-Total	$	150	$	221
Reconciling items to net loss
Goodwill impairment charges	$	(689)	$	—
Unallocated costs, excluding goodwill impairment charges (1)	(88)		(87)
Depreciation and amortization	(112)		(99)
Interest expense, net	(58)		(32)
Income tax benefit (expense)	38		(3)

Net loss	$	(759)	$	—

(1) Unallocated costs include restructuring and special items, stock-based compensation, impairment charges, gain on sale of subsidiary, certain other corporate directed costs, and other costs that are not allocated to the segments.

The table below reflects the revisions to preliminary reported financial results for the three months ended September 30, 2023:


	Three Months Ended September 30, 2023
	Preliminary Results		Revisions		As Revised
Biologics Segment EBITDA (1)	$	52	$	(3)	$	49
Pharma and Consumer Health Segment EBITDA	101		—		101
Sub-Total	$	153	$	(3)	$	150
Reconciling items to net loss
Goodwill impairment charges	$	(700)	$	11	$	(689)
Unallocated costs, excluding goodwill impairment charges	(89)		1		(88)
Depreciation and amortization	(112)		—		(112)
Interest expense, net	(58)		—		(58)
Income tax benefit (2)	91		(53)		38

Net loss	$	(715)	$	(44)	$	(759)

(1) Revisions to Biologics Segment EBITDA represent the reversal of contact assets.

(2) Revisions to income tax benefit were primarily the result of recording a tax valuation allowance resulting from the impairments of goodwill in the BioModalities and Consumer Health reporting units.

Catalent, Inc.

Calculation of Net Leverage Ratio

(Unaudited; dollars in millions)


	September 30, 2022		December 31, 2022		March 31, 2023		June 30, 2023		September 30, 2023
Incremental Term Loan, due 2028	$	1,429	$	1,426	$	1,422	$	1,418	$	1,415
Revolving credit facility	75		600		550		500		585
Unamortized discount and debt issuance costs	(7)		(13)		(12)		(11)		(12)
Total Secured Debt	1,497		2,013		1,960		1,907		1,988
Senior Notes, due 2027, 5.000%	500		500		500		500		500
Senior Notes, due 2028 (EUR), 2.375%	794		879		895		904		872
Senior Notes, due 2029, 3.125%	550		550		550		550		550
Senior Notes due 2030, 3.500%	650		650		650		650		650
Finance Leases / Other	245		291		323		366		412
Unamortized discount and debt issuance costs	(32)		(30)		(29)		(28)		(26)
Total Unsecured Debt	2,707		2,840		2,889		2,942		2,958

Total Debt	4,204		4,853		4,849		4,849		4,946
Cash and Cash Equivalents	281		442		252		280		209
Marketable Securities	64		28		—		—		—
Total Net Debt	$	3,859	$	4,383	$	4,597	$	4,569	$	4,737
Adjusted EBITDA



Q2 2022	310
Q3 2022	339		339
Q4 2022	358		358		358
Q1 2023	187		187		187		187
Q2 2023			283		283		283		283
Q3 2023					105		105		105
Q4 2023							122		122
Q1 2024									112
LTM Adjusted EBITDA	$	1,194	$	1,167	$	933	$	697	$	622
First Lien Debt / Adj. EBITDA	1.2x		1.6x		2.2x		2.9x		3.5x
Net Sr. Secured Debt / Adj. EBITDA	1.0x		1.3x		1.8x		2.3x		2.9x
Net Debt / Adj. EBITDA	3.2x		3.8x		4.9x		6.6x		7.6x

The table below reflects the revisions to preliminary reported financial results for the three months ended September 30, 2023:


	Three Months Ended September 30, 2023
	Preliminary Results		Revisions		As Revised
Incremental Term Loan, due 2028	$	1,415	$	—	$	1,415
Revolving credit facility	585		—		585
Unamortized discount and debt issuance costs	(12)		—		(12)
Total Secured Debt	1,988		—		1,988
Senior Notes, due 2027, 5.000%	500		—		500
Senior Notes, due 2028 (EUR), 2.375%	872		—		872
Senior Notes, due 2029, 3.125%	550		—		550
Senior Notes due 2030, 3.500%	650		—		650
Finance Leases / Other	412		—		412
Unamortized discount and debt issuance costs	(26)		—		(26)
Total Unsecured Debt	2,958		—		2,958

Total Debt	4,946		—		4,946
Cash and Cash Equivalents	209		—		209

Total Net Debt	$	4,737	$	—	$	4,737
Adjusted EBITDA







Q2 2023	283		—		283
Q3 2023	105		—		105
Q4 2023	139		(17)		122
Q1 2024	115		(3)		112
LTM Adjusted EBITDA (1)	$	642	$	(20)	$	622
First Lien Debt / Adj. EBITDA	3.4x		0.1x		3.5x
Net Sr. Secured Debt / Adj. EBITDA	2.8x		0.1x		2.9x
Net Debt / Adj. EBITDA	7.4x		0.2x		7.6x

(1) Revisions to LTM Adjusted EBITDA primarily represent (i) revenue reversals that will be recognized in future periods, (ii) a non-cash fixed asset write-off, (iii) an inventory valuation adjustment, and (iv) the reversal of contract assets.

Document Information	Dec. 08, 2023
Document and Entity Information [Abstract]
Document Type	8-K/A
Entity Registrant Name	CATALENT, INC.
Trading Symbol	CTLT
Local Phone Number	537-6200
City Area Code	(732)
Entity Address, Postal Zip Code	08873
Entity Address, State or Province	NJ
Entity Address, Address Line One	14 Schoolhouse Road
Entity Address, City or Town	Somerset,
Amendment Flag	false
Entity Tax Identification Number	20-8737688
Entity File Number	001-36587
Document Period End Date	Dec. 08, 2023
Entity Emerging Growth Company	false
Written Communications	false
Entity Incorporation, State or Country Code	DE
Soliciting Material	false
Pre-commencement Issuer Tender Offer	false
Pre-commencement Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value per share
Security Exchange Name	NYSE
Entity Central Index Key	0001596783