Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2022 | Apr. 26, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-36587 | |
Entity Registrant Name | Catalent, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, State or Province | NJ | |
Entity Tax Identification Number | 20-8737688 | |
Entity Address, Address Line One | 14 Schoolhouse Road, | |
Entity Address, City or Town | Somerset, | |
Entity Address, Postal Zip Code | 08873 | |
City Area Code | (732) | |
Local Phone Number | 537-6200 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | CTLT | |
Security Exchange Name | NYSE | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | FY | |
Entity Central Index Key | 0001596783 | |
Current Fiscal Year End Date | --06-30 | |
Entity Common Stock, Shares Outstanding (shares) | 179,213,237 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | ||
Income Statement [Abstract] | |||||
Net revenue | $ 1,273 | $ 1,053 | $ 3,515 | $ 2,810 | |
Cost of sales | 850 | 687 | 2,363 | 1,897 | |
Gross margin | 423 | 366 | 1,152 | 913 | |
Selling, general, and administrative expenses | 207 | 173 | 618 | 503 | |
Payments for (Proceeds from) Businesses and Interest in Affiliates | [1] | 0 | (184) | (1) | (184) |
Other Cost and Expense, Operating | 5 | 8 | 25 | 17 | |
Operating earnings | 211 | 369 | 510 | 577 | |
Interest expense, net | 33 | 27 | 91 | 78 | |
Other (income)/expense, net | [2] | 2 | 25 | 25 | 5 |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest, Total | 176 | 317 | 394 | 494 | |
Income tax expense | 35 | 85 | 63 | 91 | |
Net earnings/(loss) | 141 | 232 | 331 | 403 | |
Participating Securities, Distributed and Undistributed Earnings (Loss), Basic | 0 | 15 | 15 | 43 | |
Net Income (Loss) Available to Common Stockholders, Basic | $ 141 | $ 217 | $ 316 | $ 360 | |
Earnings Per Share, Basic | $ 0.78 | $ 1.27 | $ 1.81 | $ 2.15 | |
Earnings Per Share, Diluted | $ 0.78 | $ 1.26 | $ 1.79 | $ 2.12 | |
[1] | Gain on sale of subsidiary for the three months ended March 31, 2021 and nine months ended March 31, 2022 and 2021 was due to the sale of the Blow-Fill-Seal Business | ||||
[2] | Refer to Note 8, Other Expense, Net for details of financing charges and foreign currency translation adjustments recorded within other expense, net. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income / (Loss) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Other comprehensive income/(loss), net of tax | ||||
Net earnings/(loss) | $ 141 | $ 232 | $ 331 | $ 403 |
Foreign currency translation adjustments | (22) | 0 | (54) | 55 |
Pension and other post-retirement adjustments | 1 | 1 | 2 | 1 |
Available for sale investments | (1) | 0 | (2) | 0 |
Net change in derivatives and hedges, net of tax | 17 | 5 | 21 | 6 |
Other comprehensive income/(loss), net of tax | (5) | 6 | (33) | 62 |
Comprehensive income/(loss) | $ 136 | $ 238 | $ 298 | $ 465 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2022 | Jun. 30, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 786 | $ 896 |
Trade receivables, net | 932 | 1,012 |
Inventories | 676 | 563 |
Prepaid expenses and other | 537 | 376 |
Marketable Securities | 94 | 71 |
Total current assets | 3,025 | 2,918 |
Property, plant, and equipment, net | 2,820 | 2,524 |
Other assets: | ||
Goodwill | 3,012 | 2,519 |
Other intangibles, net | 1,097 | 817 |
Deferred Income Tax Assets, Net | 68 | 66 |
Other Assets, Noncurrent | 300 | 268 |
Total assets | 10,322 | 9,112 |
Current Liabilities: | ||
Debt, Current | 29 | 75 |
Accounts payable | 401 | 385 |
Other accrued liabilities | 616 | 736 |
Total current liabilities | 1,046 | 1,196 |
Long-term obligations, less current portion | 4,157 | 3,166 |
Pension liability | 122 | 137 |
Deferred Income Taxes | 211 | 164 |
Other liabilities | 154 | 175 |
Total liabilities | 5,690 | 4,838 |
Temporary Equity, Carrying Amount, Attributable to Parent | 0 | 359 |
Common Stock, Value, Outstanding | 2 | 2 |
Preferred Stock, Value, Outstanding | 0 | 0 |
Additional paid in capital | 4,630 | 4,205 |
Accumulated deficit | 350 | 25 |
Accumulated other comprehensive income/(loss) | (350) | (317) |
Total shareholders' equity | 4,632 | 3,915 |
Total liabilities, redeemable preferred stock, and shareholders’ equity | $ 10,322 | $ 9,112 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2022 | Jun. 30, 2021 |
Statement of Financial Position [Abstract] | ||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (shares) | 179,147,001 | 170,549,341 |
Common Stock, Shares, Outstanding | 179,147,001 | 170,549,341 |
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Preferred Stock, Shares Issued | 0 | 384,777 |
Preferred Stock, Shares Outstanding | 0 | 384,777 |
Accounts Receivable, Allowance for Credit Loss, Current | $ 28 | $ 12 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 1,308 | $ 1,179 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Shareholder's Equity - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income/(Loss) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 607,000,000 | ||||
Common Stock, Shares, Outstanding | 162,788,000,000 | ||||
Temporary Equity, Carrying Amount, Attributable to Parent | 607,000,000 | ||||
Beginning Balance at Jun. 30, 2020 | 2,899,000,000 | $ 2,000,000 | $ 3,818,000,000 | $ (535,000,000) | $ (386,000,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Equity offering, sale of common stock, | 82,000,000 | 82,000,000 | |||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | 0 | ||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 253,000,000 | $ 0 | 253,000,000 | ||
Stock-based compensation | 38,000,000 | 38,000,000 | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 5,392,000,000 | ||||
Cash paid, in lieu of equity, for tax withholding | (27,000,000) | (27,000,000) | |||
APIC, Share-based Payment Arrangement, ESPP, Increase for Cost Recognition | 6,000,000 | 6,000,000 | |||
APIC, Share-based Payment Arrangement, Option, Increase for Cost Recognition | 15,000,000 | 15,000,000 | |||
Dividends, Preferred Stock | 18,000,000 | 18,000,000 | |||
Net earnings/(loss) | 403,000,000 | 403,000,000 | |||
Other comprehensive income/(loss), net of tax | 62,000,000 | 62,000,000 | |||
Ending Balance at Mar. 31, 2021 | 3,713,000,000 | $ 2,000,000 | 4,185,000,000 | (150,000,000) | (324,000,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | 956,000,000 | ||||
Temporary Equity, Carrying Amount, Period Increase (Decrease) | (248,000,000) | ||||
Equity offering, sale of common stock | 1,163,000,000 | ||||
Temporary Equity, Carrying Amount, Period Increase (Decrease) | (248,000,000) | ||||
Equity offering, sale of common stock | 1,163,000,000 | ||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 5,392,000,000 | ||||
Temporary Equity, Carrying Amount, Attributable to Parent | 359,000,000 | ||||
Common Stock, Shares, Outstanding | 170,133,000,000 | ||||
Temporary Equity, Carrying Amount, Attributable to Parent | 359,000,000 | ||||
Beginning Balance at Dec. 31, 2020 | 3,456,000,000 | $ 2,000,000 | 4,161,000,000 | (377,000,000) | (330,000,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock Issued During Period, Value, Stock Options Exercised | 0 | 0 | 0 | ||
Stock-based compensation | 8,000,000 | 8,000,000 | |||
Cash paid, in lieu of equity, for tax withholding | (1,000,000) | (1,000,000) | |||
APIC, Share-based Payment Arrangement, ESPP, Increase for Cost Recognition | 2,000,000 | 2,000,000 | |||
Non-qualified stock | (15,000,000) | ||||
Dividends, Preferred Stock | 5,000,000 | 5,000,000 | |||
Net earnings/(loss) | 232,000,000 | 232,000,000 | |||
Other comprehensive income/(loss), net of tax | 6,000,000 | 6,000,000 | |||
Ending Balance at Mar. 31, 2021 | 3,713,000,000 | $ 2,000,000 | 4,185,000,000 | (150,000,000) | (324,000,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share issuances related to stock-based compensation | 166,000,000 | ||||
Temporary Equity, Carrying Amount, Attributable to Parent | 359,000,000 | ||||
Common Stock, Shares, Outstanding | 170,299,000,000 | ||||
Temporary Equity, Carrying Amount, Attributable to Parent | 359,000,000 | ||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 359,000,000 | ||||
Common Stock, Shares, Outstanding | 170,549,341 | 170,549,000,000 | |||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 359,000,000 | ||||
Beginning Balance at Jun. 30, 2021 | 3,915,000,000 | $ 2,000,000 | 4,205,000,000 | 25,000,000 | (317,000,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Equity offering, sale of common stock, | 0 | ||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | 0 | ||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 362,000,000 | $ 0 | 362,000,000 | ||
Stock-based compensation | 42,000,000 | 42,000,000 | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 7,818,000,000 | ||||
Cash paid, in lieu of equity, for tax withholding | (9,000,000) | (9,000,000) | |||
APIC, Share-based Payment Arrangement, ESPP, Increase for Cost Recognition | 9,000,000 | 9,000,000 | |||
APIC, Share-based Payment Arrangement, Option, Increase for Cost Recognition | 21,000,000 | 21,000,000 | |||
Dividends, Preferred Stock | 6,000,000 | 6,000,000 | |||
Net earnings/(loss) | 331,000,000 | 331,000,000 | |||
Other comprehensive income/(loss), net of tax | (33,000,000) | (33,000,000) | |||
Ending Balance at Mar. 31, 2022 | 4,632,000,000 | $ 2,000,000 | 4,630,000,000 | 350,000,000 | (350,000,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | 780,000,000 | ||||
Temporary Equity, Carrying Amount, Period Increase (Decrease) | (359,000,000) | ||||
Temporary Equity, Carrying Amount, Period Increase (Decrease) | (359,000,000) | ||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 7,818,000,000 | ||||
Temporary Equity, Carrying Amount, Attributable to Parent | 0 | ||||
Common Stock, Shares, Outstanding | 179,050,000,000 | ||||
Temporary Equity, Carrying Amount, Attributable to Parent | 0 | ||||
Beginning Balance at Dec. 31, 2021 | 4,481,000,000 | $ 2,000,000 | 4,615,000,000 | 209,000,000 | (345,000,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Equity offering, sale of common stock, | 0 | ||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | 0 | ||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 362,000,000 | ||||
Stock-based compensation | 10,000,000 | 10,000,000 | |||
APIC, Share-based Payment Arrangement, ESPP, Increase for Cost Recognition | 3,000,000 | 3,000,000 | |||
APIC, Share-based Payment Arrangement, Option, Increase for Cost Recognition | 2,000,000 | 2,000,000 | |||
Non-qualified stock | 15,000,000 | ||||
Net earnings/(loss) | 141,000,000 | 141,000,000 | |||
Other comprehensive income/(loss), net of tax | (5,000,000) | (5,000,000) | |||
Ending Balance at Mar. 31, 2022 | 4,632,000,000 | $ 2,000,000 | $ 4,630,000,000 | $ 350,000,000 | $ (350,000,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | 97,000,000 | ||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 0 | ||||
Common Stock, Shares, Outstanding | 179,147,001 | 179,147,000,000 | |||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||
Net earnings/(loss) | $ 331,000,000 | $ 403,000,000 | |||||
Adjustments to reconcile earnings/(loss) from operations to net cash from operations: | |||||||
Depreciation and amortization | 278,000,000 | 216,000,000 | |||||
Non-cash foreign currency transaction (gain)/loss, net | 25,000,000 | (7,000,000) | |||||
Amortization and write-off of debt financing costs | 5,000,000 | 9,000,000 | |||||
Asset impairments charges and (gain)/loss on sale of assets | 21,000,000 | 8,000,000 | |||||
Payments for (Proceeds from) Businesses and Interest in Affiliates | [1] | $ 0 | $ (184,000,000) | (1,000,000) | (184,000,000) | ||
Debt Call Premium Fees | 4,000,000 | 17,000,000 | |||||
Derivative, Gain (Loss) on Derivative, Net | (2,000,000) | (16,000,000) | |||||
Share issuances related to stock-based compensation | 42,000,000 | 38,000,000 | |||||
Provision/(benefit) for deferred income taxes | 13,000,000 | 18,000,000 | |||||
Provision for bad debts and inventory | 14,000,000 | 40,000,000 | |||||
Change in operating assets and liabilities: | |||||||
Decrease/(increase) in trade receivables | 60,000,000 | (1,000,000) | |||||
Decrease/(increase) in inventories | (93,000,000) | (240,000,000) | |||||
Increase/(decrease) in accounts payable | (34,000,000) | 37,000,000 | |||||
Other assets/accrued liabilities, net — current and non-current | (293,000,000) | (39,000,000) | |||||
Net Cash Provided by (Used in) Operating Activities, Total | 370,000,000 | 299,000,000 | |||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||
Acquisition of property and equipment and other productive assets | (425,000,000) | (497,000,000) | |||||
Payments to Acquire Marketable Securities | (25,000,000) | (75,000,000) | |||||
Settlement on sale of subsidiaries, net | 3,000,000 | ||||||
Proceeds from Divestiture of Interest in Consolidated Subsidiaries | 287,000,000 | ||||||
Payment for acquisitions, net of cash acquired | (1,033,000,000) | (147,000,000) | |||||
Payments to Acquire Investments | 4,000,000 | 4,000,000 | |||||
Net cash (used in) investing activities | (1,490,000,000) | (436,000,000) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||
Net change in other borrowings | 1,100,000,000 | 167,000,000 | |||||
Payments related to long-term obligations | (72,000,000) | (55,000,000) | |||||
Payments of Debt Issuance Costs | (15,000,000) | (18,000,000) | |||||
Dividends and Interest Paid | (4,000,000) | (18,000,000) | |||||
Proceeds from sale of common stock, net | 0 | 82,000,000 | |||||
Cash paid, in lieu of equity, for tax withholding | (1,000,000) | (9,000,000) | (27,000,000) | ||||
Proceeds from (Repurchase of) Equity [Abstract] | |||||||
Proceeds from Stock Options Exercised | 21,000,000 | 22,000,000 | |||||
Proceeds from (Payments for) Other Financing Activities | 9,000,000 | 6,000,000 | |||||
Net cash (used in)/provided by financing activities | 1,030,000,000 | 159,000,000 | |||||
Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | (20,000,000) | 13,000,000 | |||||
NET INCREASE/(DECREASE) IN CASH AND EQUIVALENTS | (110,000,000) | 35,000,000 | |||||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 786,000,000 | $ 988,000,000 | 786,000,000 | 988,000,000 | $ 896,000,000 | $ 953,000,000 | |
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD | 896,000,000 | ||||||
CASH AND EQUIVALENTS AT END OF PERIOD | $ 786,000,000 | 786,000,000 | $ 896,000,000 | ||||
SUPPLEMENTARY CASH FLOW INFORMATION: | |||||||
Interest paid | 93,000,000 | 97,000,000 | |||||
Income taxes paid, net | $ 40,000,000 | $ 25,000,000 | |||||
[1] | Gain on sale of subsidiary for the three months ended March 31, 2021 and nine months ended March 31, 2022 and 2021 was due to the sale of the Blow-Fill-Seal Business |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 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 ( “U.S. 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 U.S. 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, 2022 are not necessarily indicative of the results that may be expected for the year ending June 30, 2022. The consolidated balance sheet at June 30, 2021 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by U.S. 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, 2021 filed with the Securities and Exchange Commission (the “SEC”). Foreign Currency Translation The financial statements of the Company’s operations are generally measured using the local currency as the functional currency. Adjustments to translate the assets and liabilities of operations outside the U.S. into U.S. dollars are accumulated as a component of other comprehensive income utilizing period-end exchange rates. Since July 1, 2018, the Company has accounted for its Argentine operations as highly inflationary. Depreciation Depreciation expense was $66 million and $53 million for the three months ended March 31, 2022 and 2021, respectively. Depreciation expense was $188 million and $147 million for the nine months ended March 31, 2022 and 2021, respectively. Depreciation expense includes amortization of assets related to finance leases. The Company charges repairs and maintenance costs to expense as incurred. Research and Development Costs The Company expenses research and development costs as incurred. Research and development costs amounted to $6 million and $3 million for the three months ended March 31, 2022 and 2021, respectively. Research and development costs amounted to $18 million and $15 million for the nine months ended March 31, 2022 and 2021, respectively. Marketable Securities The Company classifies its marketable securities as available-for-sale, because it may sell certain of its marketable securities prior to the stated maturity for various reasons, including management of liquidity, credit risk, duration, relative return, and asset allocation. The Company determines the fair value of each marketable security in its portfolio at each period end and recognizes gains and losses in the portfolio in other comprehensive income. As of March 31, 2022, the amortized cost basis of marketable securities approximates fair value and all outstanding marketable securities mature within one year. Recent Financial Accounting Standards Recently Adopted Accounting Standards In December 2019, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2019-12 , Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which eliminates certain exceptions related to the incremental approach for intra-period allocation, deferred tax recognition requirement for changes in equity method investments and non-U.S. subsidiaries, and methodology for calculating income taxes in an interim period. The guidance also simplifies certain aspects of the accounting for franchise taxes, the accounting for step-up in the tax basis of goodwill, and accounting for the change in the enacted change in tax laws or rates. The Company adopted the guidance on July 1, 2021. The adoption of this guidance did not have a material impact on the Company’s financial condition or results of operations. In August 2018, the FASB issued ASU 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plan, which removes certain disclosures and added additional disclosures around weighted-average interest crediting rates for cash balance plans and explanation for significant gains and losses related to change in the benefit obligation for the period. The Company adopted the guidance on July 1, 2021. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. New Accounting Standards Not Adopted as of March 31, 2022 In March 2020, the FASB issued ASU 2020-04 , Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional guidance to ease the potential burden in accounting for the discontinuation of a reference rate such as LIBOR, formerly known as the London Interbank Offered Rate, because of reference rate reform. The expedients and exceptions provided by the guidance do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022. The ASU is effective for all entities as of March 12, 2020 through December 31, 2022. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Mar. 31, 2022 | |
Revenue Recognition [Abstract] | |
Revenue from Contract with Customer [Policy Text Block] | REVENUE RECOGNITION The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers . The Company generally earns its revenue by supplying goods or providing services under contracts with its customers in three primary revenue streams: manufacturing and commercial product supply, development services, and clinical supply services. The Company measures the revenue from customers based on the consideration specified in its contracts, excluding any sales incentive or amount collected on behalf of a third party. The Company generally expenses sales commissions as incurred because either the amortization period is one year or less, or the balance with an amortization period greater than one year is not material. The following tables allocate revenue for the three and nine months ended March 31, 2022 and 2021, by type of activity and reporting segment (in millions): Three Months Ended March 31, 2022 Biologics Softgel and Oral Technologies Oral and Specialty Delivery Clinical Supply Services Total Manufacturing & commercial product supply $ 200 $ 280 $ 90 $ — $ 570 Development services 498 44 64 — 606 Clinical supply services — — — 101 101 Total $ 698 $ 324 $ 154 $ 101 $ 1,277 Inter-segment revenue elimination (4) Combined net revenue $ 1,273 Three Months Ended March 31, 2021 Biologics Softgel and Oral Technologies Oral and Specialty Delivery Clinical Supply Services Total Manufacturing & commercial product supply $ 148 $ 212 $ 118 $ — $ 478 Development services 396 32 53 — 481 Clinical supply services — — — 100 100 Total $ 544 $ 244 $ 171 $ 100 $ 1,059 Inter-segment revenue elimination (6) Combined net revenue $ 1,053 Nine Months Ended March 31, 2022 Biologics Softgel and Oral Technologies Oral and Specialty Delivery Clinical Supply Services Total Manufacturing & commercial product supply $ 503 $ 776 $ 274 $ — $ 1,553 Development services 1,379 120 182 — 1,681 Clinical supply services — — — 296 296 Total $ 1,882 $ 896 $ 456 $ 296 $ 3,530 Inter-segment revenue elimination (15) Combined net revenue $ 3,515 Nine Months Ended March 31, 2021 Biologics Softgel and Oral Technologies Oral and Specialty Delivery Clinical Supply Services Total Manufacturing & commercial product supply $ 362 $ 616 $ 335 $ — $ 1,313 Development services 963 95 165 — 1,223 Clinical supply services — — — 286 286 Total $ 1,325 $ 711 $ 500 $ 286 $ 2,822 Inter-segment revenue elimination (12) Combined net revenue $ 2,810 The following table allocates revenue by the location where the goods were made or the service performed: Three Months Ended Nine Months Ended (Dollars in millions) 2022 2021 2022 2021 United States $ 847 $ 670 $ 2,270 $ 1,722 Europe 373 345 1,095 955 Other 80 62 235 201 Elimination of revenue attributable to multiple locations (27) (24) (85) (68) Total $ 1,273 $ 1,053 $ 3,515 $ 2,810 Contract Liabilities Contract liabilities relate to cash consideration that the Company receives in advance of satisfying the related performance obligations. The contract liabilities balance (current and non-current) as of March 31, 2022 and June 30, 2021 are as follows: (Dollars in millions) Balance at June 30, 2021 $ 321 Balance at March 31, 2022 $ 198 Revenue recognized in the period from amounts included in contracts liability at the beginning of the period: $ 252 Contract liabilities that will be recognized within 12 months of March 31, 2022 are accounted for in Other accrued liabilities and those that will be recognized longer than 12 months after March 31, 2022 are accounted for within Other liabilities. Contract Assets Contract assets primarily relate to the Company's conditional right to receive consideration for services that have been performed for customers as of March 31, 2022 relating to the Company's development services but had not yet been invoiced as of March 31, 2022. Contract assets are transferred to trade receivables, net when the Company’s right to receive the consideration becomes unconditional. Contract assets totaled $327 million and $181 million as of March 31, 2022 and June 30, 2021 , respectively. Contract assets are included in prepaid expenses and other in the consolidated balance sheets. |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | BUSINESS COMBINATIONS AND DIVESTITURES Skeletal Cell Therapy Support SA Acquisition In November 2020, the Company acquired 100% of the equity interest in Skeletal Cell Therapy Support SA (“Skeletal”) for $15 million, as well as related supply agreements with the seller. Skeletal operates a cell therapy manufacturing facility in Gosselies, Belgium. The operations were assigned to the Company’s Biologics segment, expanding the Company’s cell therapy capacity for clinical and commercial supply. The acquisition, when combined with the Company's other European-based facilities and capabilities in cell therapy, has created an integrated European center of excellence in cell therapy. The Company accounted for the Skeletal acquisition using the acquisition method in accordance with ASC 805, Business Combinations . The Company funded the entire purchase price with cash on hand and allocated the purchase price among the acquired assets, recognizing goodwill of $9 million. The Company allocated the remainder of the purchase price to trade receivables, property, plant, and equipment, and other current and non-current assets and liabilities assumed in the acquisition. Results for the three and nine months ended March 31, 2022 were not material to the Company’s statement of operations, financial position, or cash flows. Acorda Therapeutics, Inc. Acquisition In February 2021, the Company acquired the manufacturing and packaging operations of the Acorda Therapeutics, Inc. (“Acorda”) dry powder inhaler and spray dry manufacturing business, including its manufacturing facility located near Boston, Massachusetts, for $83 million. In connection with the purchase, Acorda and the Company entered into a long-term supply agreement, under which the Company will continue the manufacture and packaging of an Acorda product at the facility. The facility and operations became part of the Company’s Oral and Specialty Delivery segment. Results of the business acquired were not material to the Company's statement of operations, financial position, or cash flows for the three and nine months ended March 31, 2022. The Company accounted for the Acorda transaction using the acquisition method in accordance with ASC 805. The Company funded the entire purchase price with cash on hand and allocated the purchase price among the acquired assets, recognizing property, plant, and equipment of $79 million, inventory of $2 million, and goodwill of $2 million. The remainder of the purchase price was allocated to other current and non-current assets and liabilities assumed in the acquisition. Delphi Genetics SA Acquisition In February 2021, the Company acquired 100% of the equity interest in Delphi Genetics SA (“Delphi”) for $50 million. Delphi is a plasmid DNA (pDNA) cell and gene therapy contract development and manufacturing organization based in Gosselies, Belgium. The facility and operations acquired became part of the Company’s Biologics segment. Results of the business acquired were not material to the Company's statement of operations, financial position, or cash flows for the three and nine months ended March 31, 2022. The Company accounted for the Delphi transaction using the acquisition method in accordance with ASC 805. The Company funded the entire purchase price with cash on hand and allocated the purchase price among the acquired assets, recognizing property, plant, and equipment of $4 million, intangible assets of $7 million, other current assets of $3 million, assumed debt of $6 million, other current liabilities of $1 million, and goodwill of $43 million. Hepatic Cell Therapy Support SA Asset Acquisition In April 2021, the Company acquired 100% of the equity interest in Hepatic Cell Therapy Support SA (“Hepatic”) for approximately $15 million, net of cash acquired and debt assumed. Hepatic operates a manufacturing facility at the same location where Skeletal operates a cell therapy manufacturing facility in Gosselies, Belgium. The acquired facility expands the Company’s cell therapy capacity for clinical and commercial supply in its Biologics segment. The Company accounted for the Hepatic transaction as an asset acquisition in accordance with ASC 805. The Company funded the entire purchase price with cash on hand and allocated the purchase price to the assets acquired and liabilities assumed, recognizing property, plant, and equipment of $13 million, other current and non-current assets of $3 million, and assumed debt of $1 million. RheinCell Therapeutics GmbH Acquisition In August 2021, the Company acquired 100% of the equity interest in RheinCell Therapeutics GmbH (“RheinCell”) for approximately $26 million, net of cash acquired. RheinCell is a developer and manufacturer of induced pluripotent stem cells (“iPSCs”), including iPSCs meeting current good manufacturing practices (“CGMP”) standards, based in Lagenfeld, Germany. The operations became part of the Company’s Biologics segment and builds upon Catalent’s existing custom cell therapy process development and manufacturing capabilities with proprietary CGMP cell lines for iPSC-based therapies. The Company accounted for the RheinCell transaction using the acquisition method in accordance with ASC 805. The Company funded the entire purchase price with cash on hand and preliminarily allocated the purchase price among the assets acquired, recognizing $4 million of current liabilities, $1 million of other liabilities, $14 million of intangible assets, and goodwill of $17 million. Results of this business were not material to the Company's statement of operations, financial position, or cash flows for the three and nine months ended March 31, 2022. The Company has not completed its analysis regarding the assets acquired and liabilities assumed. Therefore, the allocation to inventory, goodwill and income taxes are preliminary and subject to finalization. The Company expects to finalize its allocation over the next several months, but, in any event, within one year from the acquisition date. Bettera Holdings, LLC Acquisition In October 2021, the Company acquired 100% of the equity interest in Bettera Holdings, LLC (“Bettera”) for approximately $1 billion, subject to customary adjustments. Bettera is a manufacturer of nutraceuticals and nutritional supplements in gummy, soft chew, and lozenge delivery formats. The Company accounted for the Bettera transaction using the acquisition method in accordance with ASC 805. 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. The Company has not completed its analysis regarding the assets acquired and liabilities assumed. Therefore, the allocation to property, plant and equipment, intangible assets, goodwill and income taxes are preliminary and subject to finalization. During the measurement period ending no later than one year after the acquisition date, the Company will continue to obtain information to assist in finalizing the fair values of the net assets acquired, which may differ materially from these preliminary estimates. If any measurement period adjustment is material, the Company will record such adjustment, 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, subject to finalization, is as follows: (Dollars in millions) Preliminary Purchase Price Allocation Cash and cash equivalents $ 23 Trade receivables, net 16 Inventories 31 Other current assets 4 Property, plant, and equipment 72 Other intangibles, net (1) 361 Current liabilities (22) Goodwill 532 Total assets acquired and liabilities assumed $ 1,017 (1) Other intangibles, net includes core technology of $338 million and customer relationships of $23 million. The carrying value of trade receivables, 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 the 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. Core technology intangible assets of $338 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 that appropriately reflects the risk inherent in each future cash flow stream, and an 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 core technology intangible asset has a weighted average useful life of 10 years. Goodwill has been allocated to the Softgel and Oral Technologies segment as shown in Note 4, Goodwill . Goodwill is mainly comprised of the growth from an expected increase in capacity utilization and potential new customers. The goodwill resulting from the Bettera acquisition is deductible for tax purposes. Results of the business acquired were not material to the Company's consolidated statement of operations, financial position, or cash flows for the three and nine months ended March 31, 2022. Blow-Fill-Seal Divestiture In March 2021, the Company sold 100% of the shares of Catalent USA Woodstock, Inc. and certain related assets (collectively, the “Blow-Fill-Seal Business”) to a subsidiary of SK Capital Partners, LP for $300 million cash, a $50 million note receivable (estimated fair value of $47 million) as well as potential additional contingent consideration (up to $50 million) dependent upon the performance of aspects of the Blow-Fill-Seal Business. The Blow-Fill-Seal Business was part of the Oral and Specialty Delivery segment. The carrying value of the net assets sold was $149 million, which included goodwill of $54 million. As a result of the sale, the Company realized a gain from sale of subsidiary of $182 million, net of transaction costs, for the fiscal year ended June 30, 2021. During the nine months ended March 31, 2022, the Company settled a post-closing purchase price adjustment, which resulted in a gain on sale of subsidiary of $1 million. All consideration received was measured at its divestiture date fair value. The Company valued the total consideration received from divestiture of the Blow-Fill-Seal Business as follows: (Dollars in millions) Fair value of consideration received Cash, gross $ 300 Note receivable (1) 47 Contingent consideration (2) — Other (3) (16) Total $ 331 (1) The note receivable, which provides for interest at a rate of 5.0% paid in kind, had an estimated fair value of $47 million, which is the $50 million aggregate principal amount less a $3 million discount determined using a discounted cash flow model with the market interest rate as a significant input. (2) The Company determined that the estimated fair value of the contingent consideration from the sale of the Blow-Fill-Seal Business at March 31, 2022 is zero, and therefore, no contingent consideration was recorded as a result of the divestiture of the Blow-Fill-Seal Business. If any contingent consideration is subsequently received, it will be recorded in the period in which it is received. The Company has elected an accounting policy to recognize increases in the carrying amount of the contingent consideration asset using the gain contingency guidance in ASC 450, Contingencies . |
Goodwill
Goodwill | 9 Months Ended |
Mar. 31, 2022 | |
Goodwill Disclosure [Abstract] | |
Goodwill | GOODWILL The following table summarizes the changes between June 30, 2021 and March 31, 2022 in the carrying amount of goodwill in total and by segment: (Dollars in millions) Biologics Softgel and Oral Technologies Oral and Specialty Delivery Clinical Supply Services Total Balance at June 30, 2021 $ 1,531 $ 516 $ 316 $ 156 $ 2,519 Additions (1) 15 532 — — 547 Foreign currency translation adjustments (26) (15) (8) (5) (54) Balance at March 31, 2022 $ 1,520 $ 1,033 $ 308 $ 151 $ 3,012 (1) The additions to goodwill arise from the Bettera (Softgel and Oral Technologies) and RheinCell and Delphi (Biologics) acquisitions. For further details, see Note 3, Business Combinations and Divestitures . The Company recorded no impairment charge to goodwill in the current period. |
Other Intangibles, Net
Other Intangibles, Net | 9 Months Ended |
Mar. 31, 2022 | |
Intangible Assets Disclosure [Abstract] | |
Definite Lived Long-Lived Assets | OTHER INTANGIBLES, NET The details of other intangibles as of March 31, 2022 and June 30, 2021 are as follows: (Dollars in millions) Weighted Average Life Gross Carrying Value Accumulated Amortization Net Carrying Value March 31, 2022 Amortized intangibles: Core technology 11 years $ 484 $ (113) $ 371 Customer relationships 13 years 1,032 (354) 678 Product relationships 8 years 246 (208) 38 Other 5 years 21 (11) 10 Total other intangibles $ 1,783 $ (686) $ 1,097 (Dollars in millions) Weighted Average Life Gross Carrying Value Accumulated Amortization Net Carrying Value June 30, 2021 Amortized intangibles: Core technology 19 years $ 140 $ (94) $ 46 Customer relationships 14 years 1,024 (306) 718 Product relationships 11 years 281 (237) 44 Other 5 years 17 (8) 9 Total other intangibles $ 1,462 $ (645) $ 817 Amortization expense related to other intangible assets was $33 million and $90 million for the three and nine months ended March 31, 2022, respectively, and $23 million and $69 million for the three and nine months ended March 31, 2021, respectively. Future amortization expense related to other intangible assets for the next five fiscal years is estimated to be: (Dollars in millions) Remainder 2023 2024 2025 2026 2027 Amortization expense $ 33 $ 132 $ 132 $ 129 $ 122 $ 105 |
Long-Term Obligations and Other
Long-Term Obligations and Other Short-Term Borrowings | 9 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Obligations and Other Short-Term Borrowings | LONG-TERM OBLIGATIONS AND SHORT-TERM BORROWINGS Long-term obligations and short-term borrowings consisted of the following at March 31, 2022 and June 30, 2021: (Dollars in millions) Maturity March 31, 2022 June 30, 2021 Senior secured credit facilities Term loan facility B-3 February 2028 $ 1,437 $ 997 5.000% senior notes due 2027 July 2027 500 500 2.375% euro senior notes due 2028 (1) March 2028 905 984 3.125% senior notes due 2029 February 2029 550 550 3.500% senior notes due 2030 April 2030 650 — Deferred purchase consideration — 50 Financing lease obligations 2022 to 2038 184 193 Other obligations 2022 to 2028 3 3 Unamortized discount and debt issuance costs (43) (36) Total debt $ 4,186 $ 3,241 Less: current portion of long-term obligations and other short-term 29 75 Long-term obligations, less current portion $ 4,157 $ 3,166 (1) The decrease in euro-denominated debt was primarily due to large fluctuations in foreign currency exchange rates. Senior Secured Credit Facilities and Sixth Amendment to the Credit Agreement In September 2021, Operating Company entered into Amendment No. 6 (the "Sixth Amendment") to its Amended and Restated Credit Agreement, dated May 20, 2014 (as subsequently amended, the "Credit Agreement"). Pursuant to the Sixth Amendment, Operating Company incurred an additional $450 million aggregate principal amount of U.S. dollar-denominated term loans (the "Incremental Term B-3 Loans") and amended the quarterly amortization from 0.25% to 0.2506% for the Incremental Term B-3 Loans and all of the remaining U.S. dollar-denominated term loans outstanding (together with the Incremental Term B-3 Loans, the “Term B-3 Loans”). The Incremental Term B-3 Loans otherwise feature the same principal terms as the existing Term B-3 Loans, with an interest rate of one-month LIBOR (subject to a floor of 0.50%) plus 2.00% per annum and a maturity date of February 2028. The proceeds of the Incremental Term B-3 Loans, after payment of the offering fees and expenses, were used in part to fund a portion of the consideration paid at the closing of the Bettera acquisition. 3.500% Senior Notes due 2030 In September 2021, Operating Company completed a private offering of $650 million aggregate principal amount of 3.500% Senior Notes due 2030 (the "2030 Notes"). The 2030 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 2030 Notes were offered in the U.S. to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and outside the U.S. only to non-U.S. investors pursuant to Regulation S under the Securities Act. The 2030 Notes will mature on April 1, 2030 and bear interest at the rate of 3.500% per annum payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2022. The proceeds of the 2030 Notes, after payment of the offering fees and expenses, were used to fund a portion of the consideration paid at the closing of the Bettera acquisition. Deferred Purchase Consideration In connection with the acquisition of Catalent Indiana, LLC in October 2017, $200 million of the $950 million aggregate nominal purchase price was payable in $50 million installments on each of the first four anniversaries of the closing date. The Company made the installment payments in October 2018, October 2019, October 2020, and October 2021. Measurement of the Estimated Fair Value of Debt The estimated fair value of the Company’s senior secured credit facilities and other senior indebtedness is classified as a Level 2 determination (see Note 11, Fair Value Measurements , for a description of the method by which fair value classifications are determined) in the fair-value hierarchy and is calculated by using a discounted cash flow model with a market interest rate as a significant input. The carrying amounts and the estimated fair values of the Company’s principal categories of debt as of March 31, 2022 and June 30, 2021 are as follows: March 31, 2022 June 30, 2021 (Dollars in millions) Fair Value Measurement Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value 5.000% senior notes due 2027 Level 2 $ 500 $ 506 $ 500 $ 539 2.375% Euro senior notes due 2028 Level 2 905 850 984 993 3.125% senior notes due 2029 Level 2 550 504 550 524 3.500% senior notes due 2030 Level 2 650 611 — — Senior secured credit facilities & other Level 2 1,624 1,645 1,243 1,209 Subtotal $ 4,229 $ 4,116 $ 3,277 $ 3,265 Unamortized discount and debt issuance costs (43) — (36) — Total debt $ 4,186 $ 4,116 $ 3,241 $ 3,265 |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | EARNINGS PER SHARE The Company computes earnings per share of the Company’s common stock, par value $0.01 (the “Common Stock”) using the two-class method required due to the participating nature of the Series A Preferred Stock (as defined and discussed in Note 14, Equity, Redeemable Preferred Stock, and Accumulated Other Comprehensive Loss) . Diluted net earnings per share is computed using the weighted average number of shares of Common Stock outstanding plus the weighted average number of shares of Common Stock that would be issued assuming exercise or conversion of all potentially dilutive instruments. Dilutive securities having an anti-dilutive effect on diluted net earnings per share and are excluded from the calculation. The dilutive effect of the securities that are issuable under the Company’s equity incentive plans are reflected in diluted earnings per share by application of the treasury stock method. The Company applies the if-converted method to compute the potentially dilutive effect of the Series A Preferred Stock. The reconciliations between basic and diluted earnings per share attributable to Catalent common shareholders for the three and nine months ended March 31, 2022 and 2021, respectively, are as follows: Three Months Ended Nine Months Ended (In millions except per share data) 2022 2021 2022 2021 Net earnings $ 141 $ 232 $ 331 $ 403 Less: Net earnings attributable to preferred shareholders — (15) (15) (43) Net earnings attributable to common shareholders $ 141 $ 217 $ 316 $ 360 Weighted average shares outstanding - basic 180 170 176 167 Weighted average dilutive securities issuable - stock plans 1 2 1 2 Weighted average shares outstanding - diluted 181 172 177 169 Earnings per share: Basic $ 0.78 $ 1.27 $ 1.81 $ 2.15 Diluted $ 0.78 $ 1.26 $ 1.79 $ 2.12 The Company's Series A Preferred Stock was deemed a participating security, meaning that it had the right to participate in undistributed earnings with the Company's Common Stock. On November 23, 2020 (the “Partial Conversion Date”), the holders of Series A Preferred Stock converted 265,223 shares of Series A Preferred Stock and $2 million of unpaid accrued dividends into shares of Common Stock (the “Partial Conversion”). These holders received 20.33 shares of Common Stock for each converted share of Series A Preferred Stock, resulting in the aggregate issuance of 5,392,280 shares of Common Stock by the Company. On November 18, 2021 (the “Final Conversion Date”), the holders of Series A Preferred Stock converted the remaining 384,777 shares of Series A Preferred Stock and $2 million of unpaid accrued dividends into shares of Common Stock (the “Final Conversion”). These holders received 20.32 shares of Common Stock for each converted share of Series A Preferred Stock, resulting in the aggregate issuance of 7,817,554 shares of Common Stock by the Company. See Note 14, Equity, Redeemable Preferred Stock and Accumulated Other Comprehensive Loss for further details. The diluted weighted average number of shares outstanding as of March 31, 2022 did not include the following shares of Common Stock associated with the Series A Preferred Stock or the shares associated with the following types of outstanding equity grants due to their antidilutive effect: Three Months Ended Nine Months Ended (share counts in millions) 2022 2021 2022 2021 Series A Preferred Stock — 8 — 11 |
Other (Income)_ Expense, Net
Other (Income)/ Expense, Net | 9 Months Ended |
Mar. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Other Income and Other Expense Disclosure [Text Block] | OTHER EXPENSE, NET The components of other expense, net for the three and nine months ended March 31, 2022 and 2021 are as follows: Three Months Ended Nine Months Ended (Dollars in millions) 2022 2021 2022 2021 Debt financing costs (1) $ — $ 17 $ 4 $ 17 Foreign currency losses (2) 4 7 28 6 Other (3) (2) 1 (7) (18) Total other expense, net $ 2 $ 25 $ 25 $ 5 (1) Debt financing costs for the nine months ended March 31, 2022 includes $4 million of financing charges related to the Company’s Incremental Term B-3 Loans. (2) Foreign currency remeasurement losses include both cash and non-cash transactions. (3) Other, for the nine months ended March 31, 2022, includes a gain of $2 million related to the fair value of the derivative liability associated with the formerly outstanding Series A Preferred Stock. Other, for the nine months ended March 31, 2021 , includes a gain of $16 million, related to the fair value of the derivative liability associated with the formerly outstanding Series A Preferred Stock. |
Restructuring and Other Costs
Restructuring and Other Costs | 9 Months Ended |
Mar. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and other | 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 equipment relocation costs and costs associated with planned facility expansions and closures to streamline Company operations. During the fiscal year ended June 30, 2021, the Company adopted a plan to reduce costs and optimize its infrastructure in Europe by closing its Clinical Supply Services facility in Bolton, United Kingdom (“U.K.”) In connection with this restructuring plan, the Company reduced its headcount by approximately 170 employees and incurred cumulative charges of $9 million, primarily associated with employee severance benefits. For the nine months ended March 31, 2022, restructuring charges associated with the Bolton facility closure were $2 million. Total restructuring charges, inclusive of the charges associated with the Bolton facility closure, were $3 million for each of the three months ended March 31, 2022 and 2021. Total restructuring charges, inclusive of the charges associated with the Bolton facility closure, were $5 million and $9 million for the nine months ended March 31, 2022 and 2021, respectively. Restructuring costs for the three and nine months ended March 31, 2022 and 2021, were recorded in Other Operating Expense in the Consolidated Statement of Operations. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 9 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES Risk Management Objective of Using Derivatives The Company is exposed to fluctuations in the currency exchange rates applicable to its investments in operations outside the U.S. 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, 2022, the Company had euro-denominated debt outstanding of $905 million (U.S. dollar equivalent), which is designated and qualifies as a hedge against its net investment in its European operations. For non-derivatives designated and qualifying as net investment hedges, the effective portion of translation gains or losses are reported in accumulated other comprehensive loss as part of the cumulative translation adjustment. The non-hedge portions of the euro-denominated debt translation gains or losses are reported in the consolidated statement of operations. The following table includes net investment hedge activity during the three and nine months ended March 31, 2022 and 2021. Three Months Ended Nine Months Ended (Dollars in millions) 2022 2021 2022 2021 Unrealized foreign exchange gain (loss) within other comprehensive income $ 28 $ 33 $ 90 $ (45) Unrealized foreign exchange gain (loss) within statement of operations $ — $ 1 $ (11) $ (3) The net accumulated gain on the instrument designated as a hedge as of March 31, 2022 within other comprehensive loss was approximately $96 million. Amounts are reclassified out of accumulated other comprehensive loss into earnings when the entity to which the gains and losses relate is either sold or substantially liquidated. Preferred Stock Derivative Liability As discussed in Note 14, Equity, Redeemable Preferred Stock, and Accumulated Other Comprehensive Loss, in May 2019, the Company issued shares of Series A Preferred Stock in exchange for net proceeds of $646 million after taking into account the $4 million issuance cost. The dividend rate used to determine the amount of the quarterly dividend payable on shares of the Series A Preferred Stock was subject to adjustment so as to provide holders of Series A Preferred Stock with certain protections against a decline in the trading price of shares of Common Stock. The Company determined that this feature should be accounted for as a derivative liability, since the feature fluctuates inversely to changes in the trading price and is also linked to the performance of the S&P 500 stock index. Accordingly, the Company bifurcated the adjustable dividend feature from the remainder of the Series A Preferred Stock and accounted for this feature as a derivative liability at fair value. A portion of the derivative liability was settled on the Partial Conversion Date due to the Partial Conversion. The fair value of the derivative liability as of the Partial Conversion Date was $9 million, of which $4 million was related to the converted portion of the outstanding shares of Series A Preferred Stock. The remainder of the derivative liability was settled on the Final Conversion Date due to the Final Conversion. The fair value of the derivative liability as of the Final Conversion Date was $1 million. See Note 14, Equity, Redeemable Preferred Stock, and Accumulated Other Comprehensive Loss for details of the Partial and Final Conversion. Interest-Rate Swap In April 2020, pursuant to its interest rate and risk management strategy, the Company entered into an interest-rate swap agreement with Bank of America N.A. (the “2020 Rate Swap”) as a hedge against the economic effect of a portion of the variable interest obligation associated with its U.S. dollar-denominated term loans under its senior secured credit facilities. The 2020 Rate Swap effectively fixed the rate of interest payable on that portion of the debt, thereby reducing the impact of future interest rate changes on future interest expense. In February 2021, in connection with an amendment to the Credit Agreement, the Company paid $2 million in cash to Bank of America N.A to settle the 2020 Rate Swap. This loss is deferred in stockholders’ equity, net of income taxes, as a component of accumulated other comprehensive loss, and amortized as an adjustment to interest expense, net over the original term of the formerly outstanding term loans. The net amount of deferred losses on cash flow hedges that is expected to be reclassified from accumulated other comprehensive loss into interest expense, net within the next twelve months is not material. In February 2021, the Company entered into a new interest-rate swap agreement with Bank of America N.A. (the “2021 Rate Swap”) as a hedge against the economic effect of a portion of the variable interest obligation associated with its Term B-3 Loans. The 2021 Rate Swap effectively fixed the rate of interest payable on that portion of the Term B-3 Loans, thereby reducing the impact of future interest rate changes on future interest expense. As a result of the 2021 Rate Swap, the variable portion of the applicable interest rate on $500 million of the Term B-3 Loans is now effectively fixed at 0.9985%. The 2021 Rate Swap qualifies for and is designated as a cash-flow hedge. The Company evaluates hedge effectiveness at the inception of the hedge and on an ongoing basis. The cash flows associated with the 2021 Rate Swap is reported in cash provided by operating activities in the consolidated statements of cash flows. The unrealized gain recorded in stockholder's equity from marking the 2021 Rate Swap to market during the three and nine months ended March 31, 2022 was $17 million and $21 million, respectively. A summary of the estimated fair value of the 2021 Rate Swap reported in the consolidated balance sheets is stated in the table below: March 31, 2022 June 30, 2021 (Dollars in millions) Balance Sheet Classification Estimated Fair Value Balance Sheet Classification Estimated Fair Value Interest-rate swap Other long-term assets $ 30 Other long-term assets $ 2 |
Fair Value Measures and Disclos
Fair Value Measures and Disclosures | 9 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | FAIR VALUE MEASUREMENTS ASC 820, Fair Value Measurement, defines fair value as the exit price that would be received to sell an asset or paid to transfer a liability. Fair value is a market-based measurement that should be determined using assumptions that market participants would use in pricing an asset or liability. Valuation techniques used to measure fair value should maximize the use of observable inputs and minimize the use of unobservable inputs. To measure fair value, the Company uses the following fair value hierarchy based on three levels of inputs, of which Level 1 and Level 2 are considered observable and Level 3 is considered unobservable: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Value is determined using pricing models, discounted cash flow methodologies, or similar techniques and also includes instruments for which the determination of fair value requires significant judgment or estimation. Assets and Liabilities Measured at Fair Value on a Recurring Basis The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses of the Company approximate fair value based on the short maturities of these instruments. The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level of classification as of the end of each reporting period. The following table sets forth the Company’s financial assets and liabilities that were measured at fair value on a recurring basis and the fair value measurement for such assets and liabilities at March 31, 2022 and June 30, 2021, respectively: (Dollars in millions) Basis of Fair Value Measurement March 31, 2022 Total Level 1 Level 2 Level 3 Assets: Marketable securities $ 94 $ 94 $ — $ — Interest-rate swap 30 — 30 — Trading securities 2 2 — — June 30, 2021 Assets: Marketable securities $ 71 $ 71 $ — $ — Interest-rate swap 2 — 2 — Trading securities 1 1 — — Liabilities: Series A Preferred Stock derivative liability $ 3 — — $ 3 The fair value of the 2021 Rate Swap is determined at the end of each reporting period based on valuation models that use interest rate yield curves and discount rates as inputs. The discount rates are based on U.S. deposit or U.S. Treasury rates. The significant inputs used in the valuation models are readily available in public markets or can be derived from observable market transactions, and the valuation is therefore classified as Level 2 in the fair-value hierarchy. The estimated fair value of the Series A Preferred Stock derivative was determined using an option pricing methodology, specifically both a Monte Carlo simulation and a binomial lattice model. The methodology incorporated the terms and conditions of the preferred stock arrangement, historical stock price volatility, the risk-free interest rate, a credit spread based on the yield indexes of high-yield bonds, and the trading price of shares of Common Stock. The calculation of the estimated fair value of the derivative liability was highly sensitive to changes in unobservable inputs, such as the expected volatility and the Company’s credit spread. The estimated fair value of the Series A Preferred Stock derivative liability was classified as Level 3 in the fair-value hierarchy due to the significant management judgment required to make the assumptions underlying the calculation of value. The following table sets forth a summary of changes in the estimated fair value of the Series A Preferred Stock derivative liability from June 30, 2021 to March 31, 2022: (Dollars in millions) Fair Value Measurements of Balance at June 30, 2021 $ 3 Change in estimated fair value of Series A Preferred Stock derivative liability (2) Settlement of derivative liability upon Final Conversion (1) Balance at March 31, 2022 $ — Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis Long-lived assets, goodwill, and other intangible assets are subject to non-recurring fair value measurement for the evaluation of potential impairment. Other than the fair value estimates disclosed in Note 3, Business Com binations and Divestitures, there was no non-recurring fair value measurement during the nine months ended March 31, 2022 and 2021. |
Income Taxes
Income Taxes | 9 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The Company accounts for income taxes in accordance with ASC 740, Income Taxes . Generally, fluctuations in the effective tax rate are due to changes in relative amounts of U.S. and non-U.S. pretax income, the tax impact of special items, and other discrete tax items. Discrete items include, but are not limited to, changes in non-U.S. statutory tax rates, amortization of certain assets, changes in the Company’s reserve for uncertain tax positions, and tax impact of certain equity compensation. In the normal course of business, the Company is subject to examination by taxing authorities around the world, including major jurisdictions as the U.S., Germany, and the U.K. The Company is no longer subject to examinations by any relevant tax authority for years prior to fiscal year 2009. The Company is presently under audit in select jurisdictions in the United States and in Europe, but no material impact is expected to the financial results once these audits are completed. ASC 740 provides guidance for the accounting of uncertain income tax positions recognized in the Company's tax filings. This guidance provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that, based on technical merits, the position will be sustained upon examination, including resolution of any related appeal or litigation process. As of March 31, 2022 and June 30, 2021, the Company's reserve against uncertain income tax positions remained substantially unchanged at $5 million. Interest and penalties related to uncertain tax positions are recognized as a component of income tax expense. The Company recorded a provision for income taxes for the three months ended March 31, 2022 of $35 million relative to earnings before income taxes of $176 million. The Company recorded a provision for income taxes for the three months ended March 31, 2021 of $85 million relative to earnings before income taxes of $317 million. The decrease in income tax provision relative to the prior-year period was largely the result of the discrete tax expense the Company incurred on the gain on the sale of its Blow-Fill-Seal Business recognized in the prior-period and a shift in non-domestic pretax income to tax jurisdictions with favorable tax rates. Generally, fluctuations in the effective tax rate are due to changes in the geographic distribution of the Company's pretax income resulting from the Company's business mix, changes in the tax impact of permanent differences, restructuring, special items, certain equity related compensation, and other discrete tax items that may have unique tax implications depending on the nature of the item. The Company recorded a provision for income taxes for the nine months ended March 31, 2022 of $63 million relative to earnings before income taxes of $394 million. The Company recorded a provision for income taxes for the nine months ended March 31, 2021 of $91 million relative to earnings before income taxes of $494 million. The decrease in the provision relative to the prior-year period was largely the result of the discrete tax expense the Company incurred on the gain on the sale of its Blow-Fill-Seal Business recognized in the prior-period and a shift in non-domestic pretax income to tax jurisdictions with favorable tax rates, partially offset by non-U.S. tax credits claimed on an amended U.S. federal income tax filing. The provision for income taxes in each of these periods was also impacted by the relative amount and mix of permanent tax adjustments included in the income tax computation and other discrete tax items recognized in the periods. |
Employee Retirement Benefit Pla
Employee Retirement Benefit Plans | 9 Months Ended |
Mar. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee Retirement Benefit Plans | EMPLOYEE RETIREMENT BENEFIT PLANS Components of the Company’s net periodic benefit costs are as follows: Three Months Ended Nine Months Ended (Dollars in millions) 2022 2021 2022 2021 Components of net periodic benefit cost: Selling, general, and administrative expenses: Service cost $ 1 $ 1 $ 3 $ 3 Other expense, net: Interest cost 1 1 3 3 Expected return on plan assets (2) (3) (7) (7) Amortization (1) 1 1 3 2 Net amount recognized $ 1 $ — $ 2 $ 1 (1) Amount represents the amortization of unrecognized actuarial losses. |
Equity and Accumulated Other Co
Equity and Accumulated Other Comprehensive Income (Loss) | 9 Months Ended |
Mar. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Equity, Redeemable Preferred Stock and Accumulated Other Comprehensive Loss | EQUITY, REDEEMABLE PREFERRED STOCK, AND ACCUMULATED OTHER COMPREHENSIVE LOSS Description of Capital Stock The Company is authorized to issue 1.00 billion shares of its Common Stock and 100 million shares of preferred stock, par value $0.01 per share. In accordance with the Company’s amended and restated certificate of incorporation, each share of Common Stock has one vote, and the Common Stock votes together as a single class. Redeemable Preferred Stock In May 2019, the Company designated 1 million shares of its preferred stock, par value $0.01, as its Series A Convertible Preferred Stock (the “Series A Preferred Stock”), pursuant to a certificate of designation of preferences, rights, and limitations (as amended, the “Certificate of Designation”), and issued and sold 650,000 shares of the Series A Preferred Stock for an aggregate price of $650 million, to affiliates of Leonard Green & Partners, L.P., each share having a stated value of $1,000. The Series A Preferred Stock ranked senior to the Common Stock with respect to dividend rights and rights upon any liquidation, dissolution, or winding up of the Company's affairs. Proceeds from the Series A Preferred Stock offering, net of issuance costs, were $646 million, $40 million of which was allocated to the dividend-adjustment feature at its issuance and separately accounted for as a derivative liability. Any change in the derivative's fair value during a fiscal quarter was recorded as a non-operating expense in the consolidated statement of operations. As described in Note 7, Earnings Per Share, on the Partial Conversion Date, holders of Series A Preferred Stock converted 265,223 shares (approximately 41% of their holdings) and $2 million of unpaid accrued dividends into 5,392,280 shares of Common Stock.. The Company recognized no gain or loss upon the Partial Conversion as it occurred in accordance with the terms of the Certificate of Designation. As a result of the Partial Conversion, additional paid in capital increased $253 million, which included $4 million related to the fair value of the portion of the derivative liability that was settled upon the Partial Conversion and $2 million related to the unpaid accrued dividend. On the Final Conversion Date, holders of Series A Preferred Stock converted the remaining 384,777 shares and $2 million of unpaid accrued dividends into shares of Common Stock. These holders received 20.32 shares of Common Stock for each converted share of Series A Preferred Stock, resulting in the issuance of 7,817,554 shares of Common Stock. The Company recognized no gain or loss upon the Final Conversion as it occurred in accordance with the terms of the Certificate of Designation. See Note 10, Derivative Instruments and Hedging Activities, for detail concerning the change in the derivative's fair value during the nine months ended March 31, 2022. As a result of the Final Conversion, additional paid in capital increased $362 million, which included $1 million related to the fair value of the portion of the derivative liability that was settled upon the Final Conversion and $2 million related to the unpaid accrued dividend. Following the Final Conversion, no share of the Series A Preferred Stock remains outstanding, and the Company has re-assigned all of the authorized shares of Series A Preferred Stock as undesignated shares of preferred stock, par value $0.01. Accumulated Other Comprehensive Loss The components of the changes in the cumulative translation adjustment, derivatives and hedges, minimum pension liability, and marketable securities for the three and nine months ended March 31, 2022 and 2021 are presented below. Three Months Ended Nine Months Ended (Dollars in millions) 2022 2021 2022 2021 Foreign currency translation adjustments: Net investment hedge $ 28 $ 33 $ 90 $ (45) Long-term intercompany loans (8) 15 (15) 38 Translation adjustments (36) (40) (109) 54 Total foreign currency translation adjustment, pretax (16) 8 (34) 47 Tax expense (benefit) 6 8 20 (8) Total foreign currency translation adjustment, net of tax $ (22) $ — $ (54) $ 55 Net change in derivatives and hedges: Net gain recognized during the period $ 23 $ 7 $ 28 $ 8 Total derivatives and hedges, pretax 23 7 28 8 Tax expense 6 2 7 2 Net change in derivatives and hedges, net of tax $ 17 $ 5 $ 21 $ 6 Net change in minimum pension liability: Net gain recognized during the period $ 1 $ 1 $ 2 $ 1 Total pension liability, pretax 1 1 2 1 Tax benefit — — — — Net change in minimum pension liability, net of tax $ 1 $ 1 $ 2 $ 1 Net change in marketable securities: Net loss recognized during the period $ (2) $ — $ (3) $ — Total available for sale investment, pretax (2) — (3) — Tax benefit (1) — (1) — Net change in marketable securities, net of tax $ (1) $ — $ (2) $ — For the three months ended March 31, 2022, the changes in accumulated other comprehensive loss, net of tax by component are as follows: (Dollars in millions) Foreign Exchange Translation Adjustments Pension and Liability Adjustments Derivatives and Hedges Marketable Securities Other Total Balance at December 31, 2021 $ (300) $ (46) $ 4 $ (2) $ (1) $ (345) Other comprehensive (loss) income before (22) — 17 (1) — (6) Amounts reclassified from accumulated other — 1 — — — 1 Net current period other comprehensive (loss) income (22) 1 17 (1) — (5) Balance at March 31, 2022 $ (322) $ (45) $ 21 $ (3) $ (1) $ (350) For the nine months ended March 31, 2022, the changes in accumulated other comprehensive loss, net of tax by component are as follows: (Dollars in millions) Foreign Exchange Translation Adjustments Pension and Liability Adjustments Derivatives and Hedges Marketable Securities Other Total Balance at June 30, 2021 $ (268) $ (47) $ — $ (1) $ (1) $ (317) Other comprehensive (loss) income before (54) — 21 (2) — (35) Amounts reclassified from accumulated other — 2 — — — 2 Net current period other comprehensive (loss) income (54) 2 21 (2) — (33) Balance at March 31, 2022 $ (322) $ (45) $ 21 $ (3) $ (1) $ (350) |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES 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 consolidated 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. |
Segment Information
Segment Information | 9 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION The Company conducts its business within the following operating segments: Biologics, Softgel and Oral Technologies, Oral and Specialty Delivery, and Clinical Supply Services. The Company evaluates the performance of its segments based on segment earnings before other (expense) income, impairments, restructuring costs, interest expense, income tax expense, and depreciation and amortization (“Segment EBITDA”). Segment EBITDA is subject to important limitations. These consolidated financial statements include information concerning Segment EBITDA (a) because Segment EBITDA is an operational measure used by management in the assessment of the operating segments, the allocation of resources to the segments, and the setting of strategic goals and annual goals for the segments, and (b) in order to provide supplemental information that the Company considers relevant for the readers of the consolidated financial statements. The Company’s presentation of Segment EBITDA may not be comparable to similarly titled measures used by other companies. The following tables include Segment EBITDA for each of the Company's current reporting segments during the three and nine months ended March 31, 2022 and 2021: (Dollars in millions) Three Months Ended Nine Months Ended 2022 2021 2022 2021 Segment EBITDA reconciled to net earnings: Biologics $ 216 $ 180 $ 579 $ 422 Softgel and Oral Technologies 75 59 194 143 Oral and Specialty Delivery 41 31 118 97 Clinical Supply Services 30 27 83 77 Sub-Total $ 362 $ 297 $ 974 $ 739 Reconciling items to net earnings Unallocated costs (1) (54) 123 (211) 49 Depreciation and amortization (99) (76) (278) (216) Interest expense, net (33) (27) (91) (78) Income tax expense (35) (85) (63) (91) Net earnings $ 141 $ 232 $ 331 $ 403 (1) Unallocated costs include restructuring and special items, stock-based compensation, gain on sale of subsidiary, impairment charges, certain other corporate directed costs, and other costs that are not allocated to the segments as follows: (Dollars in millions) Three Months Ended March 31, Nine Months Ended 2022 2021 2022 2021 Impairment charges and gain (loss) on sale of assets (a) $ (2) $ (5) $ (21) $ (8) Stock-based compensation (10) (8) (42) (38) Restructuring and other special items (b) (12) (3) (43) (23) Gain on sale of subsidiary (c) — 184 1 184 Other expense, net (d) (2) (25) (25) (5) Unallocated corporate costs, net (28) (20) (81) (61) Total unallocated costs $ (54) $ 123 $ (211) $ 49 (a) Impairment charges and gain (loss) on sale of assets during the nine months ended March 31, 2022 include fixed asset impairment charges associated with a product in our Oral and Specialty Delivery segment. (b) Restructuring and other special items during the three months ended March 31, 2022 include (i) integration costs primarily associated with the Bettera acquisition and (ii) unrealized losses on venture capital investments. Restructuring and other special items during the nine months ended March 31, 2022 also include transaction and integration costs associated with the Delphi, Hepatic, Acorda and RheinCell acquisitions. Restructuring and other special items during the three months ended March 31, 2021 include transaction and integration costs associated with the Delphi, Acorda, and Skeletal acquisitions, and restructuring costs associated with the closure of the Bolton facility. Restructuring and other special items during the nine months ended March 31, 2021 also include transaction costs associated with the sale of the Blow-Fill-Seal Business, transaction and integration costs associated with acquisitions of facilities in Italy and Belgium, the disposal of a site in Australia, and other restructuring initiatives across the Company's network of sites. (c) Gain on sale of subsidiary for the three months ended March 31, 2021 and nine months ended March 31, 2022 and 2021 was due to the sale of the Blow-Fill-Seal Business. (d) Refer to Note 8, Other Expense, Net for details of financing charges and foreign currency translation adjustments recorded within other expense, net. 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, June 30, Assets: Biologics $ 5,296 $ 4,973 Softgel and Oral Technologies 2,639 1,604 Oral and Specialty Delivery 1,210 1,269 Clinical Supply Services 456 483 Corporate and eliminations 721 783 Total assets $ 10,322 $ 9,112 For the nine months ended March 31, 2022, the Company had one customer that represented 10% or $368 million, of its net revenue, which was primarily recorded in the Biologics segment. |
Supplemental Balance Sheet Info
Supplemental Balance Sheet Information | 9 Months Ended |
Mar. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Supplemental Balance Sheet Information | SUPPLEMENTAL BALANCE SHEET INFORMATION Supplemental balance sheet information at March 31, 2022 and June 30, 2021 is detailed in the following tables. Inventories Work-in-process and inventories include raw materials, labor, and overhead. Total inventories consist of the following: (Dollars in millions) March 31, June 30, Raw materials and supplies $ 618 $ 469 Work-in-process 115 151 Total inventories, gross 733 620 Inventory cost adjustment (57) (57) Total inventories $ 676 $ 563 Prepaid expenses and other Prepaid expenses and other consist of the following: (Dollars in millions) March 31, June 30, Prepaid expenses $ 74 $ 46 Contract assets 327 181 Spare parts supplies 21 30 Prepaid income tax 21 22 Non-U.S. value-added tax 38 50 Other current assets 56 47 Total prepaid expenses and other $ 537 $ 376 Other accrued liabilities Other accrued liabilities consist of the following: (Dollars in millions) March 31, June 30, Accrued employee-related expenses $ 188 $ 184 Operating lease liabilities 14 16 Restructuring accrual 1 4 Accrued interest 22 27 Contract liabilities 190 305 Accrued income tax 36 30 Other 165 170 Total other accrued liabilities $ 616 $ 736 |
Subsequent Events (Notes)
Subsequent Events (Notes) | 9 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | SUBSEQUENT EVENTS The Vaccine Manufacturing and Innovation Centre UK Limited Asset Acquisition In April 2022, the Company, through its wholly owned subsidiary, Catalent Oxford Limited, acquired a development and manufacturing facility under construction and certain related assets from The Vaccine Manufacturing and Innovation Centre UK Limited for $133 million in cash, which included $8 million of closing costs. The Company funded this acquisition with cash on hand. Operating results from the facility acquired will become part of the Company’s Biologics segment. The initial accounting for this acquisition is pending. Significant, relevant information needed to complete the initial accounting analysis is not yet available because the valuation of the assets acquired and liabilities assumed is not complete. As a result, determination of these values is not practicable and the Company is unable to disclose these values or provide other related disclosures at this time. Princeton Cell Therapy Development and Manufacturing Acquisition In April 2022, the Company acquired cell therapy commercial manufacturing operations and a facility in Princeton, New Jersey, from Erytech Pharma S.A. and affiliates for $45 million in cash, subject to customary adjustments. The Company funded this acquisition with cash on hand. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ( “U.S. 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 U.S. 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, 2022 are not necessarily indicative of the results that may be expected for the year ending June 30, 2022. The consolidated balance sheet at June 30, 2021 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by U.S. 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, 2021 filed with the Securities and Exchange Commission (the “SEC”). |
Foreign Currency Translation | Foreign Currency Translation The financial statements of the Company’s operations are generally measured using the local currency as the functional currency. Adjustments to translate the assets and liabilities of operations outside the U.S. into U.S. dollars are accumulated as a component of other comprehensive income utilizing period-end exchange rates. Since July 1, 2018, the Company has accounted for its Argentine operations as highly inflationary. |
Depreciation, Depletion, and Amortization | Depreciation Depreciation expense was $66 million and $53 million for the three months ended March 31, 2022 and 2021, respectively. Depreciation expense was $188 million and $147 million for the nine months ended March 31, 2022 and 2021, respectively. Depreciation expense includes amortization of assets related to finance leases. The Company charges repairs and maintenance costs to expense as incurred. |
Research and Development Costs | Research and Development Costs The Company expenses research and development costs as incurred. Research and development costs amounted to $6 million and $3 million for the three months ended March 31, 2022 and 2021, respectively. Research and development costs amounted to $18 million and $15 million for the nine months ended March 31, 2022 and 2021, respectively. |
Marketable Securities | Marketable SecuritiesThe Company classifies its marketable securities as available-for-sale, because it may sell certain of its marketable securities prior to the stated maturity for various reasons, including management of liquidity, credit risk, duration, relative return, and asset allocation. The Company determines the fair value of each marketable security in its portfolio at each period end and recognizes gains and losses in the portfolio in other comprehensive income. As of March 31, 2022, the amortized cost basis of marketable securities approximates fair value and all outstanding marketable securities mature within one year. |
Recent Financial Accounting Standards | Recent Financial Accounting Standards Recently Adopted Accounting Standards In December 2019, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2019-12 , Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which eliminates certain exceptions related to the incremental approach for intra-period allocation, deferred tax recognition requirement for changes in equity method investments and non-U.S. subsidiaries, and methodology for calculating income taxes in an interim period. The guidance also simplifies certain aspects of the accounting for franchise taxes, the accounting for step-up in the tax basis of goodwill, and accounting for the change in the enacted change in tax laws or rates. The Company adopted the guidance on July 1, 2021. The adoption of this guidance did not have a material impact on the Company’s financial condition or results of operations. In August 2018, the FASB issued ASU 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plan, which removes certain disclosures and added additional disclosures around weighted-average interest crediting rates for cash balance plans and explanation for significant gains and losses related to change in the benefit obligation for the period. The Company adopted the guidance on July 1, 2021. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. New Accounting Standards Not Adopted as of March 31, 2022 In March 2020, the FASB issued ASU 2020-04 , Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional guidance to ease the potential burden in accounting for the discontinuation of a reference rate such as LIBOR, formerly known as the London Interbank Offered Rate, because of reference rate reform. The expedients and exceptions provided by the guidance do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022. The ASU is effective for all entities as of March 12, 2020 through December 31, 2022. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements. |
Revenue from Contract with Cust
Revenue from Contract with Customer (Policies) | 9 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer [Policy Text Block] | REVENUE RECOGNITION The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers . The Company generally earns its revenue by supplying goods or providing services under contracts with its customers in three primary revenue streams: manufacturing and commercial product supply, development services, and clinical supply services. The Company measures the revenue from customers based on the consideration specified in its contracts, excluding any sales incentive or amount collected on behalf of a third party. The Company generally expenses sales commissions as incurred because either the amortization period is one year or less, or the balance with an amortization period greater than one year is not material. The following tables allocate revenue for the three and nine months ended March 31, 2022 and 2021, by type of activity and reporting segment (in millions): Three Months Ended March 31, 2022 Biologics Softgel and Oral Technologies Oral and Specialty Delivery Clinical Supply Services Total Manufacturing & commercial product supply $ 200 $ 280 $ 90 $ — $ 570 Development services 498 44 64 — 606 Clinical supply services — — — 101 101 Total $ 698 $ 324 $ 154 $ 101 $ 1,277 Inter-segment revenue elimination (4) Combined net revenue $ 1,273 Three Months Ended March 31, 2021 Biologics Softgel and Oral Technologies Oral and Specialty Delivery Clinical Supply Services Total Manufacturing & commercial product supply $ 148 $ 212 $ 118 $ — $ 478 Development services 396 32 53 — 481 Clinical supply services — — — 100 100 Total $ 544 $ 244 $ 171 $ 100 $ 1,059 Inter-segment revenue elimination (6) Combined net revenue $ 1,053 Nine Months Ended March 31, 2022 Biologics Softgel and Oral Technologies Oral and Specialty Delivery Clinical Supply Services Total Manufacturing & commercial product supply $ 503 $ 776 $ 274 $ — $ 1,553 Development services 1,379 120 182 — 1,681 Clinical supply services — — — 296 296 Total $ 1,882 $ 896 $ 456 $ 296 $ 3,530 Inter-segment revenue elimination (15) Combined net revenue $ 3,515 Nine Months Ended March 31, 2021 Biologics Softgel and Oral Technologies Oral and Specialty Delivery Clinical Supply Services Total Manufacturing & commercial product supply $ 362 $ 616 $ 335 $ — $ 1,313 Development services 963 95 165 — 1,223 Clinical supply services — — — 286 286 Total $ 1,325 $ 711 $ 500 $ 286 $ 2,822 Inter-segment revenue elimination (12) Combined net revenue $ 2,810 The following table allocates revenue by the location where the goods were made or the service performed: Three Months Ended Nine Months Ended (Dollars in millions) 2022 2021 2022 2021 United States $ 847 $ 670 $ 2,270 $ 1,722 Europe 373 345 1,095 955 Other 80 62 235 201 Elimination of revenue attributable to multiple locations (27) (24) (85) (68) Total $ 1,273 $ 1,053 $ 3,515 $ 2,810 Contract Liabilities Contract liabilities relate to cash consideration that the Company receives in advance of satisfying the related performance obligations. The contract liabilities balance (current and non-current) as of March 31, 2022 and June 30, 2021 are as follows: (Dollars in millions) Balance at June 30, 2021 $ 321 Balance at March 31, 2022 $ 198 Revenue recognized in the period from amounts included in contracts liability at the beginning of the period: $ 252 Contract liabilities that will be recognized within 12 months of March 31, 2022 are accounted for in Other accrued liabilities and those that will be recognized longer than 12 months after March 31, 2022 are accounted for within Other liabilities. Contract Assets Contract assets primarily relate to the Company's conditional right to receive consideration for services that have been performed for customers as of March 31, 2022 relating to the Company's development services but had not yet been invoiced as of March 31, 2022. Contract assets are transferred to trade receivables, net when the Company’s right to receive the consideration becomes unconditional. Contract assets totaled $327 million and $181 million as of March 31, 2022 and June 30, 2021 , respectively. Contract assets are included in prepaid expenses and other in the consolidated balance sheets. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Net revenue | $ 1,273 | $ 1,053 | $ 3,515 | $ 2,810 |
Elimination of revenue attributable to multiple locations | (27) | (24) | $ (85) | (68) |
Revenue Recognition and Deferred Revenue [Abstract] | ||||
Contractual Liabilities | The contract liabilities balance (current and non-current) as of March 31, 2022 and June 30, 2021 are as follows: (Dollars in millions) Balance at June 30, 2021 $ 321 Balance at March 31, 2022 $ 198 Revenue recognized in the period from amounts included in contracts liability at the beginning of the period: $ 252 | |||
Geographical [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Disaggregation of Revenue | The following table allocates revenue by the location where the goods were made or the service performed: Three Months Ended Nine Months Ended (Dollars in millions) 2022 2021 2022 2021 United States $ 847 $ 670 $ 2,270 $ 1,722 Europe 373 345 1,095 955 Other 80 62 235 201 Elimination of revenue attributable to multiple locations (27) (24) (85) (68) Total $ 1,273 $ 1,053 $ 3,515 $ 2,810 | |||
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 847 | 670 | $ 2,270 | 1,722 |
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 373 | 345 | 1,095 | 955 |
International Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | $ 80 | $ 62 | $ 235 | $ 201 |
Product and Service[Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Disaggregation of Revenue | The following tables allocate revenue for the three and nine months ended March 31, 2022 and 2021, by type of activity and reporting segment (in millions): Three Months Ended March 31, 2022 Biologics Softgel and Oral Technologies Oral and Specialty Delivery Clinical Supply Services Total Manufacturing & commercial product supply $ 200 $ 280 $ 90 $ — $ 570 Development services 498 44 64 — 606 Clinical supply services — — — 101 101 Total $ 698 $ 324 $ 154 $ 101 $ 1,277 Inter-segment revenue elimination (4) Combined net revenue $ 1,273 Three Months Ended March 31, 2021 Biologics Softgel and Oral Technologies Oral and Specialty Delivery Clinical Supply Services Total Manufacturing & commercial product supply $ 148 $ 212 $ 118 $ — $ 478 Development services 396 32 53 — 481 Clinical supply services — — — 100 100 Total $ 544 $ 244 $ 171 $ 100 $ 1,059 Inter-segment revenue elimination (6) Combined net revenue $ 1,053 Nine Months Ended March 31, 2022 Biologics Softgel and Oral Technologies Oral and Specialty Delivery Clinical Supply Services Total Manufacturing & commercial product supply $ 503 $ 776 $ 274 $ — $ 1,553 Development services 1,379 120 182 — 1,681 Clinical supply services — — — 296 296 Total $ 1,882 $ 896 $ 456 $ 296 $ 3,530 Inter-segment revenue elimination (15) Combined net revenue $ 3,515 Nine Months Ended March 31, 2021 Biologics Softgel and Oral Technologies Oral and Specialty Delivery Clinical Supply Services Total Manufacturing & commercial product supply $ 362 $ 616 $ 335 $ — $ 1,313 Development services 963 95 165 — 1,223 Clinical supply services — — — 286 286 Total $ 1,325 $ 711 $ 500 $ 286 $ 2,822 Inter-segment revenue elimination (12) Combined net revenue $ 2,810 |
Business Combinations (Table)
Business Combinations (Table) | Oct. 01, 2021 | Mar. 31, 2022 |
Business Acquisition [Line Items] | ||
Disposal Groups, Including Discontinued Operations | The Company valued the total consideration received from divestiture of the Blow-Fill-Seal Business as follows: (Dollars in millions) Fair value of consideration received Cash, gross $ 300 Note receivable (1) 47 Contingent consideration (2) — Other (3) (16) Total $ 331 (1) The note receivable, which provides for interest at a rate of 5.0% paid in kind, had an estimated fair value of $47 million, which is the $50 million aggregate principal amount less a $3 million discount determined using a discounted cash flow model with the market interest rate as a significant input. (2) The Company determined that the estimated fair value of the contingent consideration from the sale of the Blow-Fill-Seal Business at March 31, 2022 is zero, and therefore, no contingent consideration was recorded as a result of the divestiture of the Blow-Fill-Seal Business. If any contingent consideration is subsequently received, it will be recorded in the period in which it is received. The Company has elected an accounting policy to recognize increases in the carrying amount of the contingent consideration asset using the gain contingency guidance in ASC 450, Contingencies . | |
Schedule of Business Acquisitions, by Acquisition | The preliminary purchase price allocation to assets acquired and liabilities assumed in the transaction, subject to finalization, is as follows: (Dollars in millions) Preliminary Purchase Price Allocation Cash and cash equivalents $ 23 Trade receivables, net 16 Inventories 31 Other current assets 4 Property, plant, and equipment 72 Other intangibles, net (1) 361 Current liabilities (22) Goodwill 532 Total assets acquired and liabilities assumed $ 1,017 (1) Other intangibles, net includes core technology of $338 million and customer relationships of $23 million. |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Goodwill Disclosure [Abstract] | |
Goodwill - Rollforward | The following table summarizes the changes between June 30, 2021 and March 31, 2022 in the carrying amount of goodwill in total and by segment: (Dollars in millions) Biologics Softgel and Oral Technologies Oral and Specialty Delivery Clinical Supply Services Total Balance at June 30, 2021 $ 1,531 $ 516 $ 316 $ 156 $ 2,519 Additions (1) 15 532 — — 547 Foreign currency translation adjustments (26) (15) (8) (5) (54) Balance at March 31, 2022 $ 1,520 $ 1,033 $ 308 $ 151 $ 3,012 (1) The additions to goodwill arise from the Bettera (Softgel and Oral Technologies) and RheinCell and Delphi (Biologics) acquisitions. For further details, see Note 3, Business Combinations and Divestitures . The Company recorded no impairment charge to goodwill in the current period. |
Other Intangibles, Net (Tables)
Other Intangibles, Net (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets Subject to Amortization | The details of other intangibles as of March 31, 2022 and June 30, 2021 are as follows: (Dollars in millions) Weighted Average Life Gross Carrying Value Accumulated Amortization Net Carrying Value March 31, 2022 Amortized intangibles: Core technology 11 years $ 484 $ (113) $ 371 Customer relationships 13 years 1,032 (354) 678 Product relationships 8 years 246 (208) 38 Other 5 years 21 (11) 10 Total other intangibles $ 1,783 $ (686) $ 1,097 (Dollars in millions) Weighted Average Life Gross Carrying Value Accumulated Amortization Net Carrying Value June 30, 2021 Amortized intangibles: Core technology 19 years $ 140 $ (94) $ 46 Customer relationships 14 years 1,024 (306) 718 Product relationships 11 years 281 (237) 44 Other 5 years 17 (8) 9 Total other intangibles $ 1,462 $ (645) $ 817 |
Future Amortization Expense | Future amortization expense related to other intangible assets for the next five fiscal years is estimated to be: (Dollars in millions) Remainder 2023 2024 2025 2026 2027 Amortization expense $ 33 $ 132 $ 132 $ 129 $ 122 $ 105 |
Long-Term Obligations and Oth_2
Long-Term Obligations and Other Short-Term Borrowings (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Obligations, Presented Net of Issue Discounts and Fees Paid to Lenders, and Other Short-Term Borrowings | Long-term obligations and short-term borrowings consisted of the following at March 31, 2022 and June 30, 2021: (Dollars in millions) Maturity March 31, 2022 June 30, 2021 Senior secured credit facilities Term loan facility B-3 February 2028 $ 1,437 $ 997 5.000% senior notes due 2027 July 2027 500 500 2.375% euro senior notes due 2028 (1) March 2028 905 984 3.125% senior notes due 2029 February 2029 550 550 3.500% senior notes due 2030 April 2030 650 — Deferred purchase consideration — 50 Financing lease obligations 2022 to 2038 184 193 Other obligations 2022 to 2028 3 3 Unamortized discount and debt issuance costs (43) (36) Total debt $ 4,186 $ 3,241 Less: current portion of long-term obligations and other short-term 29 75 Long-term obligations, less current portion $ 4,157 $ 3,166 (1) The decrease in euro-denominated debt was primarily due to large fluctuations in foreign currency exchange rates. |
Fair Value Disclosures [Abstract] | |
Schedule Of Carrying And Fair Value Of Financial Instruments Table | The carrying amounts and the estimated fair values of the Company’s principal categories of debt as of March 31, 2022 and June 30, 2021 are as follows: March 31, 2022 June 30, 2021 (Dollars in millions) Fair Value Measurement Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value 5.000% senior notes due 2027 Level 2 $ 500 $ 506 $ 500 $ 539 2.375% Euro senior notes due 2028 Level 2 905 850 984 993 3.125% senior notes due 2029 Level 2 550 504 550 524 3.500% senior notes due 2030 Level 2 650 611 — — Senior secured credit facilities & other Level 2 1,624 1,645 1,243 1,209 Subtotal $ 4,229 $ 4,116 $ 3,277 $ 3,265 Unamortized discount and debt issuance costs (43) — (36) — Total debt $ 4,186 $ 4,116 $ 3,241 $ 3,265 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The reconciliations between basic and diluted earnings per share attributable to Catalent common shareholders for the three and nine months ended March 31, 2022 and 2021, respectively, are as follows: Three Months Ended Nine Months Ended (In millions except per share data) 2022 2021 2022 2021 Net earnings $ 141 $ 232 $ 331 $ 403 Less: Net earnings attributable to preferred shareholders — (15) (15) (43) Net earnings attributable to common shareholders $ 141 $ 217 $ 316 $ 360 Weighted average shares outstanding - basic 180 170 176 167 Weighted average dilutive securities issuable - stock plans 1 2 1 2 Weighted average shares outstanding - diluted 181 172 177 169 Earnings per share: Basic $ 0.78 $ 1.27 $ 1.81 $ 2.15 Diluted $ 0.78 $ 1.26 $ 1.79 $ 2.12 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The diluted weighted average number of shares outstanding as of March 31, 2022 did not include the following shares of Common Stock associated with the Series A Preferred Stock or the shares associated with the following types of outstanding equity grants due to their antidilutive effect: Three Months Ended Nine Months Ended (share counts in millions) 2022 2021 2022 2021 Series A Preferred Stock — 8 — 11 |
Other Income and Expense (Table
Other Income and Expense (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Nonoperating Income (Expense) | The components of other expense, net for the three and nine months ended March 31, 2022 and 2021 are as follows: Three Months Ended Nine Months Ended (Dollars in millions) 2022 2021 2022 2021 Debt financing costs (1) $ — $ 17 $ 4 $ 17 Foreign currency losses (2) 4 7 28 6 Other (3) (2) 1 (7) (18) Total other expense, net $ 2 $ 25 $ 25 $ 5 (1) Debt financing costs for the nine months ended March 31, 2022 includes $4 million of financing charges related to the Company’s Incremental Term B-3 Loans. (2) Foreign currency remeasurement losses include both cash and non-cash transactions. (3) Other, for the nine months ended March 31, 2022, includes a gain of $2 million related to the fair value of the derivative liability associated with the formerly outstanding Series A Preferred Stock. Other, for the nine months ended March 31, 2021 , includes a gain of $16 million, related to the fair value of the derivative liability associated with the formerly outstanding Series A Preferred Stock. |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities Net Investment Hedge Activity (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Schedule of Net Investment Hedge in Accumulated Other Comprehensive Income (Loss) and Statement of Financial Performance | The following table includes net investment hedge activity during the three and nine months ended March 31, 2022 and 2021. Three Months Ended Nine Months Ended (Dollars in millions) 2022 2021 2022 2021 Unrealized foreign exchange gain (loss) within other comprehensive income $ 28 $ 33 $ 90 $ (45) Unrealized foreign exchange gain (loss) within statement of operations $ — $ 1 $ (11) $ (3) |
Schedule of Interest Rate Derivatives | A summary of the estimated fair value of the 2021 Rate Swap reported in the consolidated balance sheets is stated in the table below: March 31, 2022 June 30, 2021 (Dollars in millions) Balance Sheet Classification Estimated Fair Value Balance Sheet Classification Estimated Fair Value Interest-rate swap Other long-term assets $ 30 Other long-term assets $ 2 |
Fair Value Measures and Discl_2
Fair Value Measures and Disclosures (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table sets forth the Company’s financial assets and liabilities that were measured at fair value on a recurring basis and the fair value measurement for such assets and liabilities at March 31, 2022 and June 30, 2021, respectively: (Dollars in millions) Basis of Fair Value Measurement March 31, 2022 Total Level 1 Level 2 Level 3 Assets: Marketable securities $ 94 $ 94 $ — $ — Interest-rate swap 30 — 30 — Trading securities 2 2 — — June 30, 2021 Assets: Marketable securities $ 71 $ 71 $ — $ — Interest-rate swap 2 — 2 — Trading securities 1 1 — — Liabilities: Series A Preferred Stock derivative liability $ 3 — — $ 3 |
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | The following table sets forth a summary of changes in the estimated fair value of the Series A Preferred Stock derivative liability from June 30, 2021 to March 31, 2022: (Dollars in millions) Fair Value Measurements of Balance at June 30, 2021 $ 3 Change in estimated fair value of Series A Preferred Stock derivative liability (2) Settlement of derivative liability upon Final Conversion (1) Balance at March 31, 2022 $ — |
Employee Retirement Benefit P_2
Employee Retirement Benefit Plans (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Retirement Benefits [Abstract] | |
Components of Company's Net Periodic Benefit Costs | Components of the Company’s net periodic benefit costs are as follows: Three Months Ended Nine Months Ended (Dollars in millions) 2022 2021 2022 2021 Components of net periodic benefit cost: Selling, general, and administrative expenses: Service cost $ 1 $ 1 $ 3 $ 3 Other expense, net: Interest cost 1 1 3 3 Expected return on plan assets (2) (3) (7) (7) Amortization (1) 1 1 3 2 Net amount recognized $ 1 $ — $ 2 $ 1 (1) Amount represents the amortization of unrecognized actuarial losses. |
Equity and Accumulated Other _2
Equity and Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of Comprehensive Income (Loss) | Accumulated Other Comprehensive Loss The components of the changes in the cumulative translation adjustment, derivatives and hedges, minimum pension liability, and marketable securities for the three and nine months ended March 31, 2022 and 2021 are presented below. Three Months Ended Nine Months Ended (Dollars in millions) 2022 2021 2022 2021 Foreign currency translation adjustments: Net investment hedge $ 28 $ 33 $ 90 $ (45) Long-term intercompany loans (8) 15 (15) 38 Translation adjustments (36) (40) (109) 54 Total foreign currency translation adjustment, pretax (16) 8 (34) 47 Tax expense (benefit) 6 8 20 (8) Total foreign currency translation adjustment, net of tax $ (22) $ — $ (54) $ 55 Net change in derivatives and hedges: Net gain recognized during the period $ 23 $ 7 $ 28 $ 8 Total derivatives and hedges, pretax 23 7 28 8 Tax expense 6 2 7 2 Net change in derivatives and hedges, net of tax $ 17 $ 5 $ 21 $ 6 Net change in minimum pension liability: Net gain recognized during the period $ 1 $ 1 $ 2 $ 1 Total pension liability, pretax 1 1 2 1 Tax benefit — — — — Net change in minimum pension liability, net of tax $ 1 $ 1 $ 2 $ 1 Net change in marketable securities: Net loss recognized during the period $ (2) $ — $ (3) $ — Total available for sale investment, pretax (2) — (3) — Tax benefit (1) — (1) — Net change in marketable securities, net of tax $ (1) $ — $ (2) $ — |
Schedule of Accumulated Other Comprehensive Income (Loss) | For the three months ended March 31, 2022, the changes in accumulated other comprehensive loss, net of tax by component are as follows: (Dollars in millions) Foreign Exchange Translation Adjustments Pension and Liability Adjustments Derivatives and Hedges Marketable Securities Other Total Balance at December 31, 2021 $ (300) $ (46) $ 4 $ (2) $ (1) $ (345) Other comprehensive (loss) income before (22) — 17 (1) — (6) Amounts reclassified from accumulated other — 1 — — — 1 Net current period other comprehensive (loss) income (22) 1 17 (1) — (5) Balance at March 31, 2022 $ (322) $ (45) $ 21 $ (3) $ (1) $ (350) For the nine months ended March 31, 2022, the changes in accumulated other comprehensive loss, net of tax by component are as follows: (Dollars in millions) Foreign Exchange Translation Adjustments Pension and Liability Adjustments Derivatives and Hedges Marketable Securities Other Total Balance at June 30, 2021 $ (268) $ (47) $ — $ (1) $ (1) $ (317) Other comprehensive (loss) income before (54) — 21 (2) — (35) Amounts reclassified from accumulated other — 2 — — — 2 Net current period other comprehensive (loss) income (54) 2 21 (2) — (33) Balance at March 31, 2022 $ (322) $ (45) $ 21 $ (3) $ (1) $ (350) |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Reconciliation of Earnings/(Loss) from Continuing Operations to EBITDA | (Dollars in millions) Three Months Ended Nine Months Ended 2022 2021 2022 2021 Segment EBITDA reconciled to net earnings: Biologics $ 216 $ 180 $ 579 $ 422 Softgel and Oral Technologies 75 59 194 143 Oral and Specialty Delivery 41 31 118 97 Clinical Supply Services 30 27 83 77 Sub-Total $ 362 $ 297 $ 974 $ 739 Reconciling items to net earnings Unallocated costs (1) (54) 123 (211) 49 Depreciation and amortization (99) (76) (278) (216) Interest expense, net (33) (27) (91) (78) Income tax expense (35) (85) (63) (91) Net earnings $ 141 $ 232 $ 331 $ 403 (1) Unallocated costs include restructuring and special items, stock-based compensation, gain on sale of subsidiary, impairment charges, certain other corporate directed costs, and other costs that are not allocated to the segments as follows: (Dollars in millions) Three Months Ended March 31, Nine Months Ended 2022 2021 2022 2021 Impairment charges and gain (loss) on sale of assets (a) $ (2) $ (5) $ (21) $ (8) Stock-based compensation (10) (8) (42) (38) Restructuring and other special items (b) (12) (3) (43) (23) Gain on sale of subsidiary (c) — 184 1 184 Other expense, net (d) (2) (25) (25) (5) Unallocated corporate costs, net (28) (20) (81) (61) Total unallocated costs $ (54) $ 123 $ (211) $ 49 (a) Impairment charges and gain (loss) on sale of assets during the nine months ended March 31, 2022 include fixed asset impairment charges associated with a product in our Oral and Specialty Delivery segment. (b) Restructuring and other special items during the three months ended March 31, 2022 include (i) integration costs primarily associated with the Bettera acquisition and (ii) unrealized losses on venture capital investments. Restructuring and other special items during the nine months ended March 31, 2022 also include transaction and integration costs associated with the Delphi, Hepatic, Acorda and RheinCell acquisitions. Restructuring and other special items during the three months ended March 31, 2021 include transaction and integration costs associated with the Delphi, Acorda, and Skeletal acquisitions, and restructuring costs associated with the closure of the Bolton facility. Restructuring and other special items during the nine months ended March 31, 2021 also include transaction costs associated with the sale of the Blow-Fill-Seal Business, transaction and integration costs associated with acquisitions of facilities in Italy and Belgium, the disposal of a site in Australia, and other restructuring initiatives across the Company's network of sites. (c) Gain on sale of subsidiary for the three months ended March 31, 2021 and nine months ended March 31, 2022 and 2021 was due to the sale of the Blow-Fill-Seal Business. (d) Refer to Note 8, Other Expense, Net for details of financing charges and foreign currency translation adjustments recorded within other expense, net. |
Total Assets for Each Segment and Reconciling in Consolidated Financial Statements | 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, June 30, Assets: Biologics $ 5,296 $ 4,973 Softgel and Oral Technologies 2,639 1,604 Oral and Specialty Delivery 1,210 1,269 Clinical Supply Services 456 483 Corporate and eliminations 721 783 Total assets $ 10,322 $ 9,112 |
Supplemental Balance Sheet In_2
Supplemental Balance Sheet Information (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Inventory | Inventories Work-in-process and inventories include raw materials, labor, and overhead. Total inventories consist of the following: (Dollars in millions) March 31, June 30, Raw materials and supplies $ 618 $ 469 Work-in-process 115 151 Total inventories, gross 733 620 Inventory cost adjustment (57) (57) Total inventories $ 676 $ 563 |
Prepaid and Other Assets | Prepaid expenses and other Prepaid expenses and other consist of the following: (Dollars in millions) March 31, June 30, Prepaid expenses $ 74 $ 46 Contract assets 327 181 Spare parts supplies 21 30 Prepaid income tax 21 22 Non-U.S. value-added tax 38 50 Other current assets 56 47 Total prepaid expenses and other $ 537 $ 376 |
Other Accrued Liabilities | Other accrued liabilities Other accrued liabilities consist of the following: (Dollars in millions) March 31, June 30, Accrued employee-related expenses $ 188 $ 184 Operating lease liabilities 14 16 Restructuring accrual 1 4 Accrued interest 22 27 Contract liabilities 190 305 Accrued income tax 36 30 Other 165 170 Total other accrued liabilities $ 616 $ 736 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies Research and Development Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Research and Development Expense [Abstract] | ||||
Research and Development Costs | Research and Development Costs The Company expenses research and development costs as incurred. Research and development costs amounted to $6 million and $3 million for the three months ended March 31, 2022 and 2021, respectively. Research and development costs amounted to $18 million and $15 million for the nine months ended March 31, 2022 and 2021, respectively. | |||
Research and Development Expense | $ 6 | $ 3 | $ 18 | $ 15 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Polices Depreciation (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Depreciation, Depletion and Amortization [Abstract] | ||||
Depreciation, Depletion, and Amortization | Depreciation Depreciation expense was $66 million and $53 million for the three months ended March 31, 2022 and 2021, respectively. Depreciation expense was $188 million and $147 million for the nine months ended March 31, 2022 and 2021, respectively. Depreciation expense includes amortization of assets related to finance leases. The Company charges repairs and maintenance costs to expense as incurred. | |||
Depreciation Cost | $ 66 | $ 53 | $ 188 | $ 147 |
Revenue Recognition Disaggregat
Revenue Recognition Disaggregation of Revenue by type of activity and reporting segment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Inter-segment revenue elimination | $ (4) | $ (6) | $ (15) | $ (12) |
Net revenue | 1,273 | 1,053 | 3,515 | 2,810 |
Biologics | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 698 | 544 | 1,882 | 1,325 |
Biologics | Manufacturing & Commercial Product Supply | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 200 | 148 | 503 | 362 |
Biologics | Development Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 498 | 396 | 1,379 | 963 |
Biologics | Clinical Supply Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 0 | 0 | 0 | 0 |
Softgel and Oral Technologies | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 324 | 244 | 896 | 711 |
Softgel and Oral Technologies | Manufacturing & Commercial Product Supply | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 280 | 212 | 776 | 616 |
Softgel and Oral Technologies | Development Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 44 | 32 | 120 | 95 |
Softgel and Oral Technologies | Clinical Supply Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 0 | 0 | 0 | 0 |
Oral and Specialty Drug Delivery | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 154 | 171 | 456 | 500 |
Oral and Specialty Drug Delivery | Manufacturing & Commercial Product Supply | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 90 | 118 | 274 | 335 |
Oral and Specialty Drug Delivery | Development Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 64 | 53 | 182 | 165 |
Oral and Specialty Drug Delivery | Clinical Supply Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 0 | 0 | 0 | 0 |
Clinical Supply Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 101 | 100 | 296 | 286 |
Clinical Supply Services | Manufacturing & Commercial Product Supply | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 0 | 0 | 0 | 0 |
Clinical Supply Services | Development Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 0 | 0 | 0 | 0 |
Clinical Supply Services | Clinical Supply Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 101 | 100 | 296 | 286 |
Total Catalent before inter-segment revenue elimination | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 1,277 | 1,059 | 3,530 | 2,822 |
Total Catalent before inter-segment revenue elimination | Manufacturing & Commercial Product Supply | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 570 | 478 | 1,553 | 1,313 |
Total Catalent before inter-segment revenue elimination | Development Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 606 | 481 | 1,681 | 1,223 |
Total Catalent before inter-segment revenue elimination | Clinical Supply Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | $ 101 | $ 100 | $ 296 | $ 286 |
Revenue Recognition Disaggreg_2
Revenue Recognition Disaggregation of Revenue by Geography (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Elimination of revenue attributable to multiple locations | $ (27) | $ (24) | $ (85) | $ (68) |
Net revenue | 1,273 | 1,053 | 3,515 | 2,810 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 847 | 670 | 2,270 | 1,722 |
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 373 | 345 | 1,095 | 955 |
International Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | $ 80 | $ 62 | $ 235 | $ 201 |
Revenue Recognition Contractual
Revenue Recognition Contractual Liabilities (Details) - USD ($) $ in Millions | 9 Months Ended | |
Mar. 31, 2022 | Jun. 30, 2021 | |
Revenue Recognition and Deferred Revenue [Abstract] | ||
Contract with Customer, Liability | $ 198 | $ 321 |
Contract with Customer, Liability, Revenue Recognized | $ 252 |
Revenue Recognition Contractu_2
Revenue Recognition Contractual Assets (Detail) - USD ($) $ in Millions | Mar. 31, 2022 | Jun. 30, 2021 |
Text Block [Abstract] | ||
Contract with Customer, Asset, Purchase | $ 327 | $ 181 |
Business Combinations Acquisiti
Business Combinations Acquisition Purchase Agreement (Details) - USD ($) $ in Millions | Oct. 01, 2021 | Aug. 01, 2021 | Feb. 23, 2021 | Feb. 11, 2021 | Nov. 16, 2020 | Sep. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 |
Business Acquisition [Line Items] | ||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 1,033 | $ 147 | ||||||
Core technology [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted Average Life | 19 years | 11 years | ||||||
Core Technology Bettera [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted Average Life | 10 years | |||||||
Skeletal Cell Therapy Support SA [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Combination, Consideration Transferred | $ 15 | |||||||
Acorda Therapeutics, Inc [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Combination, Consideration Transferred | $ 83 | |||||||
Delphi Genetics SA [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Combination, Consideration Transferred | $ 50 | |||||||
RheinCell Therapeutics | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 26 | |||||||
Bettera Holdings, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 1,000 |
Business Combinations Net Asset
Business Combinations Net Assets Acquired (Details) - USD ($) $ in Millions | Oct. 01, 2021 | Aug. 01, 2021 | Mar. 31, 2021 | Feb. 23, 2021 | Feb. 11, 2021 | Nov. 16, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | |
Net Assets Acquired from Business Combinations | |||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 1,033 | $ 147 | |||||||
Goodwill, Acquired During Period | [1] | 547 | |||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 1,033 | 147 | |||||||
Skeletal Cell Therapy Support SA [Member] | |||||||||
Net Assets Acquired from Business Combinations | |||||||||
Business Combination, Consideration Transferred | $ 15 | ||||||||
Goodwill, Acquired During Period | $ 9 | ||||||||
Acorda Therapeutics, Inc [Member] | |||||||||
Net Assets Acquired from Business Combinations | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | $ 79 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 2 | ||||||||
Business Combination, Consideration Transferred | 83 | ||||||||
Goodwill, Acquired During Period | $ 2 | ||||||||
Delphi Genetics SA [Member] | |||||||||
Net Assets Acquired from Business Combinations | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | $ 4 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 7 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | 6 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 1 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets | 3 | ||||||||
Business Combination, Consideration Transferred | 50 | ||||||||
Goodwill, Acquired During Period | $ 43 | ||||||||
Hepatic Cell Therapy Support SA | |||||||||
Net Assets Acquired from Business Combinations | |||||||||
Payments to Acquire Assets, Investing Activities | $ 15 | ||||||||
Asset Acquisition, Recognized Identifiable Assets Acquired and Liabilities Assumed, PPE | 13 | 13 | |||||||
Asset Acquisition, Recognized Identifiable Assets Acquired and Liabilities Assumed, | 3 | 3 | |||||||
Asset Acquisition, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | $ 1 | $ 1 | |||||||
RheinCell Therapeutics | |||||||||
Net Assets Acquired from Business Combinations | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 14 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 1 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | 4 | ||||||||
Payments to Acquire Businesses, Net of Cash Acquired | 26 | ||||||||
Goodwill, Acquired During Period | 17 | ||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 26 | ||||||||
Bettera Holdings, LLC | |||||||||
Net Assets Acquired from Business Combinations | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | $ 72 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [2] | 361 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | 4 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 16 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 1,017 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 31 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 23 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | 22 | ||||||||
Payments to Acquire Businesses, Net of Cash Acquired | 1,000 | ||||||||
Goodwill, Acquired During Period | 532 | ||||||||
Payments to Acquire Businesses, Net of Cash Acquired | 1,000 | ||||||||
Bettera Holdings, LLC | Core technology [Member] | |||||||||
Net Assets Acquired from Business Combinations | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 338 | ||||||||
Bettera Holdings, LLC | Customer Relationships [Member] | |||||||||
Net Assets Acquired from Business Combinations | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 23 | ||||||||
[1] | The additions to goodwill arise from the Bettera (Softgel and Oral Technologies) and RheinCell and Delphi (Biologics) acquisitions. For further details, see Note 3, Business Combinations and Divestitures . | ||||||||
[2] | Other intangibles, net includes core technology of $338 million and customer relationships of $23 million. |
Business Combinations, Divestit
Business Combinations, Divestitures (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2021 | ||
Business Acquisition, Contingent Consideration [Line Items] | ||||||
Payments for (Proceeds from) Businesses and Interest in Affiliates | [1] | $ 0 | $ 184 | $ 1 | $ 184 | |
Goodwill, Acquired During Period | [2] | $ 547 | ||||
Notes Receivable Interest Rate | 5.00% | 5.00% | ||||
Blow-Fill-Seal Business, Woodstock [Member] | ||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||
Proceeds from Divestiture of Businesses and Interests in Affiliates | $ 300 | |||||
Payments for (Proceeds from) Businesses and Interest in Affiliates | 1 | $ 182 | ||||
Cash and Noncash Divestiture, Amount of Consideration Received | 331 | $ 331 | ||||
Business Combination, Acquired Receivable, Fair Value | [3] | 47 | 47 | |||
Business Combination, Acquired Receivables, Gross Contractual Amount | 50 | 50 | ||||
Business Combination, Contingent Consideration, Asset | [4] | 0 | 0 | |||
Business Combination, Consideration Transferred, Other | [5] | 16 | ||||
Goodwill, Acquired During Period | 54 | |||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 50 | 50 | ||||
Business Acquisition, Carrying Value, Net Assets | 149 | 149 | ||||
Business Combination, Loan Discount | 3 | |||||
Business Acquisition, Transaction Costs | 8 | 8 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 2 | 2 | ||||
Business Combination, Working Capital Adjustments | $ 6 | 6 | ||||
Proceeds From Divestiture Of Businesses, Net Cash Proceeds | $ 284 | |||||
[1] | Gain on sale of subsidiary for the three months ended March 31, 2021 and nine months ended March 31, 2022 and 2021 was due to the sale of the Blow-Fill-Seal Business | |||||
[2] | The additions to goodwill arise from the Bettera (Softgel and Oral Technologies) and RheinCell and Delphi (Biologics) acquisitions. For further details, see Note 3, Business Combinations and Divestitures . | |||||
[3] | The note receivable, which provides for interest at a rate of 5.0% paid in kind, had an estimated fair value of $47 million, which is the $50 million aggregate principal amount less a $3 million discount determined using a discounted cash flow model with the market interest rate as a significant input. | |||||
[4] | The Company determined that the estimated fair value of the contingent consideration from the sale of the Blow-Fill-Seal Business at March 31, 2022 is zero, and therefore, no contingent consideration was recorded as a result of the divestiture of the Blow-Fill-Seal Business. If any contingent consideration is subsequently received, it will be recorded in the period in which it is received. The Company has elected an accounting policy to recognize increases in the carrying amount of the contingent consideration asset using the gain contingency guidance in ASC 450, Contingencies . | |||||
[5] | Other includes $8 million of transaction expenses, a working capital adjustment of $6 million, and a $2 million assumption of liabilities to create cumulative net cash proceeds of $284 million. |
Goodwill - Rollforward (Detail)
Goodwill - Rollforward (Detail) $ in Millions | 9 Months Ended | |
Mar. 31, 2022USD ($) | ||
Goodwill [Roll Forward] | ||
Beginning balance | $ 2,519 | |
Goodwill, Acquired During Period | 547 | [1] |
Foreign currency translation adjustments | (54) | |
Ending balance | 3,012 | |
Biologics | ||
Goodwill [Roll Forward] | ||
Beginning balance | 1,531 | |
Goodwill, Acquired During Period | 15 | [1] |
Foreign currency translation adjustments | (26) | |
Ending balance | 1,520 | |
Softgel and Oral Technologies | ||
Goodwill [Roll Forward] | ||
Beginning balance | 516 | |
Goodwill, Acquired During Period | 532 | [1] |
Foreign currency translation adjustments | (15) | |
Ending balance | 1,033 | |
Oral and Specialty Drug Delivery | ||
Goodwill [Roll Forward] | ||
Beginning balance | 316 | |
Goodwill, Acquired During Period | 0 | [1] |
Foreign currency translation adjustments | (8) | |
Ending balance | 308 | |
Clinical Supply Services | ||
Goodwill [Roll Forward] | ||
Beginning balance | 156 | |
Goodwill, Acquired During Period | 0 | [1] |
Foreign currency translation adjustments | (5) | |
Ending balance | $ 151 | |
[1] | The additions to goodwill arise from the Bettera (Softgel and Oral Technologies) and RheinCell and Delphi (Biologics) acquisitions. For further details, see Note 3, Business Combinations and Divestitures . |
Other Intangibles, Net (Detail)
Other Intangibles, Net (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Mar. 31, 2022 | Jun. 30, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Value | $ 1,783 | $ 1,462 | |
Accumulated Amortization | (686) | (645) | |
Net Carrying Value | $ 1,097 | 817 | |
Core technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Life | 19 years | 11 years | |
Gross Carrying Value | $ 484 | 140 | |
Accumulated Amortization | (113) | (94) | |
Net Carrying Value | $ 371 | 46 | |
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Life | 14 years | 13 years | |
Gross Carrying Value | $ 1,032 | 1,024 | |
Accumulated Amortization | (354) | (306) | |
Net Carrying Value | $ 678 | 718 | |
Product Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Life | 11 years | 8 years | |
Gross Carrying Value | $ 246 | 281 | |
Accumulated Amortization | (208) | (237) | |
Net Carrying Value | $ 38 | 44 | |
Other Intangible Assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Life | 5 years | 5 years | |
Gross Carrying Value | $ 21 | 17 | |
Accumulated Amortization | (11) | (8) | |
Net Carrying Value | $ 10 | $ 9 |
Other Intangibles, Net (Detai_2
Other Intangibles, Net (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 33 | $ 23 | $ 90 | $ 69 |
Remainder Fiscal 2021 | 33 | 33 | ||
2022 | 132 | 132 | ||
2023 | 132 | 132 | ||
2024 | 129 | 129 | ||
2025 | 122 | 122 | ||
2026 | $ 105 | $ 105 |
Long-Term Obligations and Oth_3
Long-Term Obligations and Other Short-Term Borrowings - Long-Term Obligations, Presented Net of Issue Discounts and Fees Paid to Lenders, and Other Short-Term Borrowings (Detail) - USD ($) $ in Millions | Mar. 31, 2022 | Jun. 30, 2021 | |
Schedule Of Debt [Line Items] | |||
Total long-term debt | $ 4,186 | $ 3,241 | |
Debt, Current | 29 | 75 | |
Long-term obligations, less current portion | 4,157 | 3,166 | |
Term loan facility B-3 U.S. dollar-denominated | |||
Schedule Of Debt [Line Items] | |||
Total long-term debt | 1,437 | 997 | |
Deferred purchase consideration | |||
Schedule Of Debt [Line Items] | |||
Total long-term debt | 0 | 50 | |
Capital lease obligations | |||
Schedule Of Debt [Line Items] | |||
Total long-term debt | 184 | 193 | |
Other obligations | |||
Schedule Of Debt [Line Items] | |||
Total long-term debt | $ 3 | 3 | |
3.500% Senior US Denominated Notes | |||
Schedule Of Debt [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 3.50% | ||
Estimate of Fair Value Measurement [Member] | |||
Schedule Of Debt [Line Items] | |||
Total long-term debt | $ 4,116 | 3,265 | |
Debt Instrument, Fair Value Disclosure | 4,116 | 3,265 | |
Estimate of Fair Value Measurement [Member] | Debt Issuance Costs | |||
Schedule Of Debt [Line Items] | |||
Total long-term debt | 0 | 0 | |
Carrying Value [Member] | |||
Schedule Of Debt [Line Items] | |||
Total long-term debt | 4,186 | 3,241 | |
Debt Instrument, Fair Value Disclosure | 4,229 | 3,277 | |
Carrying Value [Member] | Debt Issuance Costs | |||
Schedule Of Debt [Line Items] | |||
Total long-term debt | 43 | 36 | |
Fair Value, Inputs, Level 2 [Member] | Estimate of Fair Value Measurement [Member] | U.S Dollar-denominated 5.00% Senior Notes [Member] | |||
Schedule Of Debt [Line Items] | |||
Debt Instrument, Fair Value Disclosure | 506 | 539 | |
Fair Value, Inputs, Level 2 [Member] | Estimate of Fair Value Measurement [Member] | 2.375% Senior Euro Denominated Notes [Member] | |||
Schedule Of Debt [Line Items] | |||
Debt Instrument, Fair Value Disclosure | 850 | 993 | |
Fair Value, Inputs, Level 2 [Member] | Estimate of Fair Value Measurement [Member] | 3.125% Senior US Denominated Notes | |||
Schedule Of Debt [Line Items] | |||
Debt Instrument, Fair Value Disclosure | 504 | 524 | |
Fair Value, Inputs, Level 2 [Member] | Estimate of Fair Value Measurement [Member] | 3.500% Senior US Denominated Notes | |||
Schedule Of Debt [Line Items] | |||
Debt Instrument, Fair Value Disclosure | 611 | 0 | |
Fair Value, Inputs, Level 2 [Member] | Carrying Value [Member] | U.S Dollar-denominated 5.00% Senior Notes [Member] | |||
Schedule Of Debt [Line Items] | |||
Debt Instrument, Fair Value Disclosure | 500 | 500 | |
Fair Value, Inputs, Level 2 [Member] | Carrying Value [Member] | 2.375% Senior Euro Denominated Notes [Member] | |||
Schedule Of Debt [Line Items] | |||
Debt Instrument, Fair Value Disclosure | [1] | 905 | 984 |
Fair Value, Inputs, Level 2 [Member] | Carrying Value [Member] | 3.125% Senior US Denominated Notes | |||
Schedule Of Debt [Line Items] | |||
Debt Instrument, Fair Value Disclosure | 550 | 550 | |
Fair Value, Inputs, Level 2 [Member] | Carrying Value [Member] | 3.500% Senior US Denominated Notes | |||
Schedule Of Debt [Line Items] | |||
Debt Instrument, Fair Value Disclosure | $ 650 | $ 0 | |
[1] | The decrease in euro-denominated debt was primarily due to large fluctuations in foreign currency exchange rates. |
Long-Term Obligations and Oth_4
Long-Term Obligations and Other Short-Term Borrowings Long-Term Obligations and Other Short-Term Borrowings (Details) - USD ($) $ in Millions | Oct. 23, 2017 | Mar. 31, 2022 | Jun. 30, 2021 |
Debt Instrument [Line Items] | |||
Total long-term debt | $ 4,186 | $ 3,241 | |
Payments to Acquire Businesses, Gross | $ 950 | ||
Payable Installments for Business Acquisition | 50 | ||
Term loan facility B-3 U.S. dollar-denominated | |||
Debt Instrument [Line Items] | |||
Total long-term debt | $ 1,437 | $ 997 | |
Debt Instrument Quarterly Amortization Rate | 0.25% | ||
Amended Debt Instrument Quarterly Amortization Rate | 0.2506% | ||
Debt Instrument, Increase (Decrease), Other, Net | $ 450 | ||
Term loan facility B-3 U.S. dollar-denominated | London Interbank Offered Rate (LIBOR) [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | ||
Term loan facility B-3 U.S. dollar-denominated | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | ||
Accrued Liabilities [Member] | |||
Debt Instrument [Line Items] | |||
Payments to Acquire Businesses, Gross | $ 200 |
Long-Term Obligations and Oth_5
Long-Term Obligations and Other Short-Term Borrowings Fair Value Measurements of Financial Instruments - Carrying Amounts and Estimated Fair Value of Financial Instruments (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Jun. 30, 2021 | |
Estimate of Fair Value Measurement [Member] | |||
Fair Value Measurements Of Financial Instruments [Line Items] | |||
Debt Instrument, Fair Value Disclosure | $ 4,116 | $ 3,265 | |
Carrying Value [Member] | |||
Fair Value Measurements Of Financial Instruments [Line Items] | |||
Debt Instrument, Fair Value Disclosure | 4,229 | 3,277 | |
U.S Dollar-denominated 5.00% Senior Notes [Member] | Fair Value, Inputs, Level 2 [Member] | Estimate of Fair Value Measurement [Member] | |||
Fair Value Measurements Of Financial Instruments [Line Items] | |||
Debt Instrument, Fair Value Disclosure | 506 | 539 | |
U.S Dollar-denominated 5.00% Senior Notes [Member] | Fair Value, Inputs, Level 2 [Member] | Carrying Value [Member] | |||
Fair Value Measurements Of Financial Instruments [Line Items] | |||
Debt Instrument, Fair Value Disclosure | 500 | 500 | |
2.375% Senior Euro Denominated Notes [Member] | Fair Value, Inputs, Level 2 [Member] | Estimate of Fair Value Measurement [Member] | |||
Fair Value Measurements Of Financial Instruments [Line Items] | |||
Debt Instrument, Fair Value Disclosure | 850 | 993 | |
2.375% Senior Euro Denominated Notes [Member] | Fair Value, Inputs, Level 2 [Member] | Carrying Value [Member] | |||
Fair Value Measurements Of Financial Instruments [Line Items] | |||
Debt Instrument, Fair Value Disclosure | [1] | 905 | 984 |
3.125% Senior US Denominated Notes | Fair Value, Inputs, Level 2 [Member] | Estimate of Fair Value Measurement [Member] | |||
Fair Value Measurements Of Financial Instruments [Line Items] | |||
Debt Instrument, Fair Value Disclosure | 504 | 524 | |
3.125% Senior US Denominated Notes | Fair Value, Inputs, Level 2 [Member] | Carrying Value [Member] | |||
Fair Value Measurements Of Financial Instruments [Line Items] | |||
Debt Instrument, Fair Value Disclosure | 550 | 550 | |
Senior Secured Credit Facilities & Other [Member] | Fair Value, Inputs, Level 2 [Member] | Estimate of Fair Value Measurement [Member] | |||
Fair Value Measurements Of Financial Instruments [Line Items] | |||
Debt Instrument, Fair Value Disclosure | 1,645 | 1,209 | |
Senior Secured Credit Facilities & Other [Member] | Fair Value, Inputs, Level 2 [Member] | Carrying Value [Member] | |||
Fair Value Measurements Of Financial Instruments [Line Items] | |||
Debt Instrument, Fair Value Disclosure | $ 1,624 | $ 1,243 | |
[1] | The decrease in euro-denominated debt was primarily due to large fluctuations in foreign currency exchange rates. |
Earnings Per Share Earnings Per
Earnings Per Share Earnings Per Share - Additional Details (Details) - USD ($) $ / shares in Units, $ in Millions | Nov. 18, 2021 | Nov. 23, 2020 | Mar. 31, 2022 | Jun. 30, 2021 |
Earnings Per Share [Abstract] | ||||
Conversion of Stock, Shares Converted | 384,777 | 265,223 | ||
Dividends, Preferred Stock, Stock | $ 2 | $ 2 | ||
Convertible Preferred Stock, Shares Issued upon Conversion | 20.32 | 20.33 | ||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 7,817,554 | 5,392,280 | ||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Abstract] | ||||
Net earnings/(loss) | $ 141 | $ 232 | $ 331 | $ 403 |
Participating Securities, Distributed and Undistributed Earnings (Loss), Basic | 0 | 15 | 15 | 43 |
Net Income (Loss) Available to Common Stockholders, Basic | $ 141 | $ 217 | $ 316 | $ 360 |
Weighted Average Number of Shares Outstanding, Basic | 180 | 170 | 176 | 167 |
Dilutive securities issuable-stock plans | 1 | 2 | 1 | 2 |
Total weighted average diluted shares outstanding | 181 | 172 | 177 | 169 |
Earnings Per Share, Basic | $ 0.78 | $ 1.27 | $ 1.81 | $ 2.15 |
Earnings Per Share, Diluted | $ 0.78 | $ 1.26 | $ 1.79 | $ 2.12 |
Diluted earnings per share due
Diluted earnings per share due to their antidilutive effect (Detail) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Series A Preferred Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 8 | 0 | 11 |
Other Income and Expense (Detai
Other Income and Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | ||
Other Income and Expenses [Abstract] | |||||
Debt refinancing costs | [1] | — | 4 | 17 | |
Foreign Currency (gains) and losses | [2] | $ 4 | $ 7 | $ 28 | $ 6 |
Other | [3] | (2) | 1 | (7) | (18) |
Other (income)/expense, net | [4] | $ 2 | $ 25 | 25 | 5 |
Gain (Loss) on Extinguishment of Debt | 4 | ||||
Derivative, Gain (Loss) on Derivative, Net | $ 2 | 16 | |||
Other Nonoperating Expense | [1] | $ 17 | |||
[1] | Debt financing costs for the nine months ended March 31, 2022 includes $4 million of financing charges related to the Company’s Incremental Term B-3 Loans. | ||||
[2] | Foreign currency remeasurement losses include both cash and non-cash transactions. | ||||
[3] | Other, for the nine months ended March 31, 2022, includes a gain of $2 million related to the fair value of the derivative liability associated with the formerly outstanding Series A Preferred Stock. Other, for the nine months ended March 31, 2021 | ||||
[4] | Refer to Note 8, Other Expense, Net for details of financing charges and foreign currency translation adjustments recorded within other expense, net. |
Restructuring and Other Costs (
Restructuring and Other Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |||
Restructuring and other | $ 3 | $ 5 | $ 9 |
Restructuring and Other Costs I
Restructuring and Other Costs Individual Site (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2022USD ($) | Mar. 31, 2022USD ($)employees | Mar. 31, 2021USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and other | $ 3 | $ 5 | $ 9 |
Bolton CS [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and other | $ 2 | ||
Bolton CS [Member] | Maximum [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and Related Cost, Expected Number of Positions Eliminated | employees | 170 | ||
Restructuring and Related Cost, Expected Cost | $ 9 | $ 9 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Additional Information (Detail) - USD ($) $ in Millions | Nov. 23, 2020 | May 17, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2021 |
Derivative [Line Items] | |||||||
Total long-term debt | $ 4,186 | $ 4,186 | $ 3,241 | ||||
Unrealized foreign exchange gain/(loss) within other comprehensive income | 28 | $ 33 | 90 | $ (45) | |||
Unrealized foreign exchange gain/(loss) within statement of operations | 0 | $ 1 | (11) | (3) | |||
Net accumulated gain related to investment hedges | 96 | ||||||
Proceeds from Issuance of Redeemable Preferred Stock | $ 646 | ||||||
Payments of Stock Issuance Costs | $ 4 | ||||||
Derivative, Gain (Loss) on Derivative, Net | 2 | $ 16 | |||||
Embedded Derivative, Fair Value of Embedded Derivative Liability | $ 9 | ||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Purchases, Sales, Issues, Settlements | $ 4 | 1 | |||||
Cash Paid to Settle, Interest Rate Swap Agreement | 2 | 2 | |||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, before Tax | 17 | 21 | |||||
Interest Rate Cash Flow Hedge Liability at Fair Value | 2 | ||||||
Carrying Value [Member] | |||||||
Derivative [Line Items] | |||||||
Total long-term debt | 4,186 | 4,186 | 3,241 | ||||
Debt Instrument, Fair Value Disclosure | 4,229 | 4,229 | 3,277 | ||||
Euro Denominated Debt Outstanding [Member] | |||||||
Derivative [Line Items] | |||||||
Total long-term debt | 905 | 905 | |||||
U.S. Denominated Term Loan [Member] | |||||||
Derivative [Line Items] | |||||||
Total Debt, U.S Denominated Term Loan | $ 500 | $ 500 | |||||
Debt Instrument, Interest Rate, Effective Percentage | 0.9985% | 0.9985% | |||||
3.500% Senior US Denominated Notes | Fair Value, Inputs, Level 2 [Member] | Carrying Value [Member] | |||||||
Derivative [Line Items] | |||||||
Debt Instrument, Fair Value Disclosure | $ 650 | $ 650 | $ 0 |
Fair value measurement recurrin
Fair value measurement recurring basis (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2021 | Nov. 23, 2020 | ||
Fair Value Disclosures [Abstract] | |||||||
Marketable Securities | $ 94 | $ 94 | $ 71 | ||||
Trading Securities at Fair Value | 2 | 2 | 1 | ||||
Interest Rate Cash Flow Hedge Asset at Fair Value | 30 | 30 | 2 | ||||
Interest Rate Cash Flow Hedge Liability at Fair Value | 2 | ||||||
Series A Preferred Stock derivative liability | 3 | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Marketable Securities | 94 | 94 | 71 | ||||
Trading Securities at Fair Value | 2 | 2 | 1 | ||||
Interest Rate Cash Flow Hedge Asset at Fair Value | 30 | 30 | 2 | ||||
Series A Preferred Stock derivative liability | 3 | ||||||
Interest Rate Cash Flow Hedge Liability at Fair Value | 2 | ||||||
Payments for (Proceeds from) Businesses and Interest in Affiliates | [1] | 0 | $ 184 | 1 | $ 184 | ||
Derivative, Gain (Loss) on Derivative, Net | 2 | $ 16 | |||||
Embedded Derivative, Fair Value of Embedded Derivative Liability | $ 9 | ||||||
Blow-Fill-Seal Business, Woodstock [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Payments for (Proceeds from) Businesses and Interest in Affiliates | 1 | 182 | |||||
Fair Value, Inputs, Level 1 [Member] | |||||||
Fair Value Disclosures [Abstract] | |||||||
Marketable Securities | 94 | 94 | 71 | ||||
Trading Securities at Fair Value | 2 | 2 | 1 | ||||
Interest Rate Cash Flow Hedge Asset at Fair Value | 0 | 0 | 0 | ||||
Series A Preferred Stock derivative liability | 0 | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Marketable Securities | 94 | 94 | 71 | ||||
Trading Securities at Fair Value | 2 | 2 | 1 | ||||
Interest Rate Cash Flow Hedge Asset at Fair Value | 0 | 0 | 0 | ||||
Series A Preferred Stock derivative liability | 0 | ||||||
Fair Value, Inputs, Level 2 [Member] | |||||||
Fair Value Disclosures [Abstract] | |||||||
Marketable Securities | 0 | 0 | 0 | ||||
Trading Securities at Fair Value | 0 | 0 | 0 | ||||
Interest Rate Cash Flow Hedge Asset at Fair Value | 30 | 30 | 2 | ||||
Series A Preferred Stock derivative liability | 0 | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Marketable Securities | 0 | 0 | 0 | ||||
Trading Securities at Fair Value | 0 | 0 | 0 | ||||
Interest Rate Cash Flow Hedge Asset at Fair Value | 30 | 30 | 2 | ||||
Series A Preferred Stock derivative liability | 0 | ||||||
Fair Value, Inputs, Level 3 [Member] | |||||||
Fair Value Disclosures [Abstract] | |||||||
Marketable Securities | 0 | 0 | 0 | ||||
Trading Securities at Fair Value | 0 | 0 | 0 | ||||
Interest Rate Cash Flow Hedge Asset at Fair Value | 0 | 0 | 0 | ||||
Series A Preferred Stock derivative liability | 3 | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Marketable Securities | 0 | 0 | 0 | ||||
Trading Securities at Fair Value | 0 | 0 | 0 | ||||
Interest Rate Cash Flow Hedge Asset at Fair Value | 0 | 0 | 0 | ||||
Series A Preferred Stock derivative liability | $ 3 | ||||||
Derivative, Gain (Loss) on Derivative, Net | 2 | ||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | 1 | ||||||
Embedded Derivative, Fair Value of Embedded Derivative Liability | $ 0 | $ 0 | |||||
[1] | Gain on sale of subsidiary for the three months ended March 31, 2021 and nine months ended March 31, 2022 and 2021 was due to the sale of the Blow-Fill-Seal Business |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Unrecognized Tax Benefits, Including Income Tax Penalties and Interest Accrued | $ 5 | $ 5 | ||
Income tax expense(benefit) | 35 | $ 85 | 63 | $ 91 |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | $ 176 | $ 317 | $ 394 | $ 494 |
Employee Retirement Benefit P_3
Employee Retirement Benefit Plans - Components of Company's Net Periodic Benefit Costs (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | ||
Components of net periodic benefit cost: | |||||
Service cost | $ 1 | $ 1 | $ 3 | $ 3 | |
Interest cost | 1 | 1 | 3 | 3 | |
Expected return on plan assets | (2) | (3) | (7) | (7) | |
Amortization | [1] | 1 | 1 | 3 | 2 |
Net amount recognized | 1 | 0 | 2 | 1 | |
Estimated discounted value of future employer contributions | 38 | 38 | |||
Estimated annual cash contribution | $ 2 | $ 2 | $ 2 | $ 2 | |
[1] | Amount represents the amortization of unrecognized actuarial losses. |
Equity and Accumulated Other _3
Equity and Accumulated Other Comprehensive Income (Loss) - Equity (Details) - USD ($) | Nov. 18, 2021 | Nov. 23, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2021 | May 17, 2019 |
Equity [Abstract] | ||||||
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 | ||||
Preferred Stock, Shares Authorized | 100,000,000 | 100,000,000 | ||||
Equity offering, sale of common stock, net | $ 82,000,000 | |||||
Embedded Derivative, Estimate of Embedded Derivative Liability | $ 40,000,000 | |||||
Conversion of Stock, Shares Converted | 384,777 | 265,223 | ||||
Dividends, Preferred Stock, Stock | $ 2,000,000 | $ 2,000,000 | ||||
Convertible Preferred Stock, Shares Issued upon Conversion | 20.32 | 20.33 | ||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 7,817,554 | 5,392,280 | ||||
Preferred Stock, Shares Outstanding | 0 | 384,777 | ||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ (362,000,000) | $ (253,000,000) | ||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Purchases, Sales, Issues, Settlements | $ 4,000,000 | $ 1,000,000 | ||||
Auction Market Preferred Securities, Stock Series [Line Items] | ||||||
Preferred Stock, Shares Authorized | 100,000,000 | 100,000,000 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | ||||
Preferred Stock, Shares Issued | 0 | 384,777 | ||||
Embedded Derivative, Estimate of Embedded Derivative Liability | $ 40,000,000 | |||||
Series A [Member] | ||||||
Equity [Abstract] | ||||||
Preferred Stock, Shares Authorized | 1,000,000 | |||||
Auction Market Preferred Securities, Stock Series [Line Items] | ||||||
Preferred Stock, Shares Authorized | 1,000,000 | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | |||||
Preferred Stock, Shares Issued | 650,000 | |||||
Preferred Stock, Issuance Value | $ 650,000,000 | |||||
Preferred Stock, Value, Issued | 1,000 | |||||
Preferred stock issuance Value, Net | $ 646,000,000 |
Equity and Accumulated Other _4
Equity and Accumulated Other Comprehensive Income (Loss) - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Foreign currency translation adjustments: | ||||
Net investment hedge | $ 28 | $ 33 | $ 90 | $ (45) |
Long-term intercompany loans | (8) | 15 | (15) | 38 |
Translation adjustments | (36) | (40) | (109) | 54 |
Total foreign currency translation adjustment, pretax | (16) | 8 | (34) | 47 |
Tax expense/(benefit) | 6 | 8 | 20 | (8) |
Total foreign currency translation adjustment, net of tax | (22) | 0 | (54) | 55 |
Net change in derivatives and hedges | ||||
Net loss recognized during the period | 23 | 7 | 28 | 8 |
Total derivatives and hedges, pretax | 23 | 7 | 28 | 8 |
Tax expense/(benefit) | 6 | 2 | 7 | 2 |
Net change in derivatives and hedges, net of tax | 17 | 5 | 21 | 6 |
Net change in minimum pension liability | ||||
Net gain/(loss) recognized during the period | 1 | 1 | 2 | 1 |
Total pension liability, pretax | 1 | 1 | 2 | 1 |
Tax expense/(benefit) | 0 | 0 | 0 | 0 |
Pension and other post-retirement adjustments | 1 | 1 | 2 | 1 |
Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, Net of Tax, Portion Attributable to Parent [Abstract] | ||||
Available-for-sale Securities, Gross Realized Losses | (2) | 0 | (3) | 0 |
Total available for sale investment, pretax | (2) | 0 | (3) | 0 |
Tax expense/(benefit) | (1) | 0 | (1) | 0 |
Available for sale investments | $ (1) | $ 0 | $ (2) | $ 0 |
Equity and Accumulated Other _5
Equity and Accumulated Other Comprehensive Income (Loss) - Rollforward (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning Balance | $ (345) | $ (317) | ||
Other comprehensive income/(loss) before reclassifications | (6) | (35) | ||
Amounts reclassified from accumulated other comprehensive income/(loss) | 1 | 2 | ||
Total foreign currency translation adjustment, net of tax | (22) | $ 0 | (54) | $ 55 |
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax | 1 | 1 | 2 | 1 |
Net change in derivatives and hedges, net of tax | 17 | 5 | 21 | 6 |
Available for sale investments | (1) | 0 | (2) | 0 |
Other comprehensive income/(loss), net of tax | (5) | 6 | (33) | 62 |
Ending Balance | (350) | (350) | ||
Accumulated Translation Adjustment [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning Balance | (300) | (268) | ||
Other comprehensive income/(loss) before reclassifications | (22) | (54) | ||
Amounts reclassified from accumulated other comprehensive income/(loss) | 0 | 0 | ||
Total foreign currency translation adjustment, net of tax | (22) | (54) | ||
Ending Balance | (322) | (322) | ||
Accumulated Defined Benefit Plans Adjustment [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning Balance | (46) | (47) | ||
Other comprehensive income/(loss) before reclassifications | 0 | 0 | ||
Amounts reclassified from accumulated other comprehensive income/(loss) | 1 | 2 | ||
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax | 1 | 2 | ||
Ending Balance | (45) | (45) | ||
AOCI, Derivative Qualifying as Hedge, Parent [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning Balance | 4 | 0 | ||
Other comprehensive income/(loss) before reclassifications | 17 | 21 | ||
Amounts reclassified from accumulated other comprehensive income/(loss) | 0 | 0 | ||
Net change in derivatives and hedges, net of tax | 17 | 21 | ||
Ending Balance | 21 | 21 | ||
ACOI, Accumulated Gain (Loss), Marketable Securities [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning Balance | (2) | (1) | ||
Other comprehensive income/(loss) before reclassifications | (1) | (2) | ||
Amounts reclassified from accumulated other comprehensive income/(loss) | 0 | 0 | ||
Available for sale investments | (1) | $ 0 | (2) | $ 0 |
Ending Balance | (3) | (3) | ||
Available-for-sale Securities [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning Balance | (1) | (1) | ||
Other comprehensive income/(loss) before reclassifications | 0 | 0 | ||
Amounts reclassified from accumulated other comprehensive income/(loss) | 0 | 0 | ||
Other Comprehensive Income, Other, Net of Tax | 0 | 0 | ||
Ending Balance | $ (1) | $ (1) |
Segment Information - Net Reven
Segment Information - Net Revenue and Segment Ebitda (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | ||
Segment Reporting, Revenue & EBITDA Reconciling Item [Line Items] | |||||
Net revenue | $ 1,273 | $ 1,053 | $ 3,515 | $ 2,810 | |
Inter-segment revenue elimination | (4) | (6) | (15) | (12) | |
Segment Reporting Information Unallocated Expense | [1] | (54) | 123 | (211) | 49 |
Biologics | |||||
Segment Reporting, Revenue & EBITDA Reconciling Item [Line Items] | |||||
Net revenue | 698 | 544 | 1,882 | 1,325 | |
Segment EBITDA | 216 | 180 | 579 | 422 | |
Softgel and Oral Technologies | |||||
Segment Reporting, Revenue & EBITDA Reconciling Item [Line Items] | |||||
Net revenue | 324 | 244 | 896 | 711 | |
Segment EBITDA | 75 | 59 | 194 | 143 | |
Oral and Specialty Drug Delivery | |||||
Segment Reporting, Revenue & EBITDA Reconciling Item [Line Items] | |||||
Net revenue | 154 | 171 | 456 | 500 | |
Segment EBITDA | 41 | 31 | 118 | 97 | |
Clinical Supply Services | |||||
Segment Reporting, Revenue & EBITDA Reconciling Item [Line Items] | |||||
Net revenue | 101 | 100 | 296 | 286 | |
Segment EBITDA | 30 | 27 | 83 | 77 | |
Total Catalent sub-total of Segment Reporting [Member] | |||||
Segment Reporting, Revenue & EBITDA Reconciling Item [Line Items] | |||||
Segment EBITDA | $ 362 | $ 297 | $ 974 | $ 739 | |
[1] | Unallocated costs include restructuring and special items, stock-based compensation, gain on sale of subsidiary, impairment charges, certain other corporate directed costs, and other costs that are not allocated to the segments as follows: |
Segment Information, EBITDA, Re
Segment Information, EBITDA, Reconciling Items (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | ||
Unallocated costs [Abstract] | |||||
Impairment Charges And Gain Loss On Sale Of Assets | [1] | $ 2 | $ 5 | $ 21 | $ 8 |
Stock-based compensation | 10 | 8 | 42 | 38 | |
Restructuring And Other Special Items | [2] | 12 | 3 | 43 | 23 |
Payments for (Proceeds from) Businesses and Interest in Affiliates | [3] | 0 | 184 | 1 | 184 |
Other (income)/expense, net | [4] | (2) | (25) | (25) | (5) |
Non Allocated Corporate Costs Net | 28 | 20 | 81 | 61 | |
Segment Reporting Information Unallocated Expense | [5] | $ 54 | $ (123) | $ 211 | $ (49) |
[1] | Impairment charges and gain (loss) on sale of assets during the nine months ended March 31, 2022 include fixed asset impairment charges associated with a product in our Oral and Specialty Delivery segment. | ||||
[2] | Restructuring and other special items during the three months ended March 31, 2022 include (i) integration costs primarily associated with the Bettera acquisition and (ii) unrealized losses on venture capital investments. Restructuring and other special items during the nine months ended March 31, 2022 also include transaction and integration costs associated with the Delphi, Hepatic, Acorda and RheinCell acquisitions. Restructuring and other special items during the three months ended March 31, 2021 include transaction and integration costs associated with the Delphi, Acorda, and Skeletal acquisitions, and restructuring costs associated with the closure of the Bolton facility. Restructuring and other special items during the nine months ended March 31, 2021 also include transaction costs associated with the sale of the Blow-Fill-Seal Business, transaction and integration costs associated with acquisitions of facilities in Italy and Belgium, the disposal of a site in Australia, and other restructuring initiatives across the Company's network of sites. | ||||
[3] | Gain on sale of subsidiary for the three months ended March 31, 2021 and nine months ended March 31, 2022 and 2021 was due to the sale of the Blow-Fill-Seal Business | ||||
[4] | Refer to Note 8, Other Expense, Net for details of financing charges and foreign currency translation adjustments recorded within other expense, net. | ||||
[5] | Unallocated costs include restructuring and special items, stock-based compensation, gain on sale of subsidiary, impairment charges, certain other corporate directed costs, and other costs that are not allocated to the segments as follows: |
Segment Information - Reconcili
Segment Information - Reconciliation of Earnings / (Loss) from Continuing Operations to Ebitda (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | ||
Segment Reporting [Abstract] | |||||
Segment Reporting Information Unallocated Expense | [1] | $ 54 | $ (123) | $ 211 | $ (49) |
Depreciation and amortization | 99 | 76 | 278 | 216 | |
Interest expense, net | 33 | 27 | 91 | 78 | |
Income tax expense(benefit) | 35 | 85 | 63 | 91 | |
Earnings/(loss) from continuing operations | $ 141 | $ 232 | $ 331 | $ 403 | |
[1] | Unallocated costs include restructuring and special items, stock-based compensation, gain on sale of subsidiary, impairment charges, certain other corporate directed costs, and other costs that are not allocated to the segments as follows: |
Segment Information - Total Ass
Segment Information - Total Assets for Each Segment and Reconciling in Consolidated Financial Statements (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2021 | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Total assets | $ 10,322 | $ 10,322 | $ 9,112 | |||
Payments for (Proceeds from) Businesses and Interest in Affiliates | [1] | 0 | $ 184 | 1 | $ 184 | |
Biologics | ||||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Total assets | 5,296 | 5,296 | 4,973 | |||
Softgel and Oral Technologies | ||||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Total assets | 2,639 | 2,639 | 1,604 | |||
Oral and Specialty Drug Delivery | ||||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Total assets | 1,210 | 1,210 | 1,269 | |||
Clinical Supply Services | ||||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Total assets | 456 | 456 | 483 | |||
Corporate and Eliminations [Member] | ||||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Total assets | $ 721 | $ 721 | $ 783 | |||
[1] | Gain on sale of subsidiary for the three months ended March 31, 2021 and nine months ended March 31, 2022 and 2021 was due to the sale of the Blow-Fill-Seal Business |
Segment Information - Major Cus
Segment Information - Major Customers (Details) | 9 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting, Disclosure of Major Customers | $368 million, |
Supplemental Balance Sheet In_3
Supplemental Balance Sheet Information - Inventory (Detail) - USD ($) $ in Millions | Mar. 31, 2022 | Jun. 30, 2021 |
Inventory, Net [Abstract] | ||
Raw materials and supplies | $ 618 | $ 469 |
Work-in-process | 115 | 151 |
Total inventories, gross | 733 | 620 |
Inventory cost adjustment | (57) | (57) |
Inventories | $ 676 | $ 563 |
Supplemental Balance Sheet In_4
Supplemental Balance Sheet Information - Prepaid and Other Assets (Detail) - USD ($) $ in Millions | Mar. 31, 2022 | Jun. 30, 2021 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid expenses | $ 74 | $ 46 |
Contract with Customer, Asset, Net, Current | 327 | 181 |
Spare parts supplies | 21 | 30 |
Prepaid income tax | 21 | 22 |
Non-U.S. value added tax | 38 | 50 |
Other current assets | 56 | 47 |
Prepaid expenses and other | $ 537 | $ 376 |
Supplemental Balance Sheet In_5
Supplemental Balance Sheet Information - Other Accrued Liabilities (Detail) - USD ($) $ in Millions | Mar. 31, 2022 | Jun. 30, 2021 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued employee-related expenses | $ 188 | $ 184 |
Accrued Operating Lease, Liabilities | 14 | 16 |
Restructuring accrual | 1 | 4 |
Accrued interest | 22 | 27 |
Contract liability | 190 | 305 |
Accrued income tax | 36 | 30 |
Other accrued liabilities and expenses | 165 | 170 |
Other accrued liabilities | $ 616 | $ 736 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] | Apr. 01, 2022USD ($) |
Princeton | |
Subsequent Event | |
Business Combination, Consideration Transferred | $ 45,000,000 |
Oxford | |
Subsequent Event | |
Asset Acquisition, Consideration Transferred | 133,000,000 |
Asset Acquisition, Consideration Transferred, Transaction Cost | $ 8 |
Uncategorized Items - ctlt-2022
Label | Element | Value |
Additional Paid-in Capital [Member] | ||
Stock Issued During Period, Value, Conversion of Convertible Securities | us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities | $ 253,000,000 |