The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our Consolidated Financial
Statements and related notes, which appear elsewhere in this Annual Report. This
section of the Annual Report generally discusses the fiscal years ended June 30,
2022 and 2021 and year-to-year comparisons between the fiscal years ended June
30, 2022 and 2021. The discussion of our results of operations for the fiscal
year ended June 30, 2020 and a comparison of our results for the fiscal years
ended June 30, 2021 and 2020 is included in Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations, of our Annual Report
on Form 10-K for the fiscal year ended June 30, 2021, filed with the SEC on
August 30, 2021 and is incorporated herein by reference. In addition to
historical consolidated financial information, the following discussion contains
forward-looking statements that reflect our plans, estimates, and beliefs. Our
actual results could differ materially from those discussed in the
forward-looking statements. You should carefully read "Special Note Regarding
Forward-Looking Statements" in this Annual Report. Factors that could cause or
contribute to these differences include those discussed below and elsewhere in
this Annual Report, particularly in "Item 1A. Risk Factors."

Insight

We provide differentiated development and manufacturing solutions for drugs,
protein-based biologics, cell and gene therapies, vaccines, and consumer health
products at over fifty facilities across four continents under rigorous quality
and operational standards. Our oral, injectable, and respiratory delivery
technologies, along with our state-of-the-art protein and cell and gene therapy
manufacturing capacity, address a wide and growing range of modalities and
therapeutic and other categories across the biopharmaceutical and consumer
health industries. Through our extensive capabilities, growth-enabling capacity,
and deep expertise in product development, regulatory compliance, and clinical
trial and commercial supply, we can help our customers take products to market
faster, including nearly half of new drug products approved by the FDA in the
last decade. Our development and manufacturing platforms, our proven
formulation, supply, and regulatory expertise, and our broad and deep
development and manufacturing know-how enable our customers to advance and then
bring to market more products and better treatments for patients and consumers.
Our commitment to reliably supply our customers' and their patients' needs is
the foundation for the value we provide; annually, we produce nearly 80 billion
doses for nearly 8,000 customer products, or approximately 1 in every 23 doses
of such products taken each year by patients and consumers around the world. We
believe that through our investments in state-of-the-art facilities and capacity
expansion, including investments in facilities focused on new treatment
modalities and other attractive market segments our continuous improvement
activities devoted to operational and quality excellence, the sales of existing
and introduction of new customer products, and, in some cases, our innovation
activities and patents, we will continue to attract premium opportunities and
realize the growth potential from these areas.

In fiscal 2022, we operated in four segments, which also constitute the four
reporting segments further described in "Business-Our Reporting Segments"
contained elsewhere in this Annual Report: Biologics, Softgel and Oral
Technologies, Oral and Specialty Delivery, and Clinical Supply Services.
Immediately following the end of fiscal 2022, we adopted a new operating
structure with two operating segments: (1) Biologics and (2) Pharma and Consumer
Health (discussed further in Note 20, Subsequent Events to our Consolidated
Financial Statements).

The COVID-19 Pandemic

Our response to COVID-19

Since the start of the COVID-19 pandemic, we have taken steps to protect our
employees, ensure the integrity and quality of our products and services, and
maintain business continuity for our customers and their patients who depend on
us to manufacture and supply critical products to the market. To address the
multiple dimensions of the pandemic, a senior, multi-disciplinary team regularly
monitors the global situation, executing mitigation activities as required.

Among other things, we implemented measures to avoid or reduce infection or
contamination in line with guidelines issued by the U.S. Centers for Disease
Control and Prevention, the World Health Organization, and local authorities
where we operate, re-emphasized good hygiene practices, reorganized our
workflows where permitted to maximize physical distancing, required supervisor
approval for employee travel, facilitated safer alternatives to travel to and
from work, and employed in some cases remote-working strategies. We also
frequently monitor our supply chain to identify risks, delays, and concerns that
may affect our ability to deliver our services and products. During fiscal 2022,
we did not identify any significant risk, delay, or concern that had a
substantial effect on such delivery, in part because of our adoption of various
procedures to minimize and manage supply disruptions to our ongoing operations,
including through business continuity plans and careful attention to inventory
levels to assure supply of needed inputs. Our existing procedures, which are
consistent with cGMP and other
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regulatory standards, are intended to assure the integrity of our supply against
any contamination. We have a detailed response plan to manage impacts of the
virus on employee health, site operations, and product supply, including
immediate assessment of the health of employees reporting symptoms,
comprehensive risk assessment of any impact to quality, additional cleaning
protocols, and alternative shift patterns to compensate should fewer employees
be available.

Continuing effects of the pandemic, combined with the Ukrainian-Russian war, are
likely to result in further or more severe supply-chain disruptions in fiscal
2023 and potentially beyond. We continue to execute our mitigation strategies,
but there can be no assurance of the continued effectiveness of these
strategies.

Impact of COVID-19 on our business and results of operations

Throughout the pandemic, we have observed occasional customer delays and
cancellations, increases in absenteeism of production employees in our
facilities in certain affected regions, disruptions in certain clinical trials
supported by our Clinical Supply Services segment, and delays in inspections and
product approvals by the FDA and regulatory authorities globally.

We have also seen substantial demand and related revenue from COVID-19-related
products, particularly in our Biologics segment. In part to meet this demand, we
accelerated and enhanced certain of our capital improvement plans to expand
capacity for manufacturing drug substance and drug product for protein-based
biologics and cell and gene therapies, particularly at our drug product
facilities in Bloomington, Indiana, Anagni, Italy, and our commercial-scale
viral vector manufacturing facility in Harmans, Maryland and hired thousands of
new employees. We also implemented various strategies to protect our financial
condition and results of operations should we experience a reduction in demand
for COVID-19 related products, such as inserting take-or-pay and minimum volume
requirements in the contracts we executed for the manufacture of certain
COVID-19 related products. However, the extent and duration of revenue
associated with COVID-19-related products is uncertain and dependent, in
important respects, on factors outside our control.

The future duration and extent of the COVID-19 pandemic and the future demand
for COVID-19 vaccines and therapies is unknown. Public opinion regarding certain
COVID-19 vaccines and therapies and the product owners and manufacturers
continues to change and has affected the demand for certain products and
services. In addition, the concentration of revenue from certain COVID-19
vaccine products enhances our operational risk with respect to quality,
security, regulatory inspections and business disruption resulting from any
unforeseen event that affects any of the facilities or communities in which we
manufacture COVID-19 vaccines. We have implemented various mechanisms to protect
our customers, their material and product, and our business continuity,
including enhanced security measures at certain facilities and heightened
cybersecurity controls.

See also "Risk Factors - Risks Related to Our Business and the Industry in Which
We Operate - Our business, financial condition, and results of operations may be
adversely affected by global health epidemics, including the COVID-19 pandemic"
and "Risk Factors - Risks Related to Our Business and the Industry in Which We
Operate - The continually evolving nature of the COVID-19 pandemic and the
resulting public health response, including the changing demand for various
COVID-19 vaccines and treatments from both patients and governments around the
world, may affect sales of the COVID-19 products we manufacture" elsewhere in
this Annual Report.

Significant accounting policies and recent accounting pronouncements

The following disclosure supplements the descriptions of our accounting policies
contained in Note 1 to our Consolidated Financial Statements regarding
significant areas of judgment. Management made certain estimates and assumptions
during the preparation of the Consolidated Financial Statements in accordance
with U.S. GAAP. These estimates and assumptions affect the reported amount of
assets and liabilities and disclosures of contingent assets and liabilities in
the Consolidated Financial Statements. These estimates also affect the reported
amount of net earnings during the reporting periods. Actual results could differ
from those estimates. Because of the size of the financial statement elements to
which they relate, some of our accounting policies and estimates have a more
significant impact on the Consolidated Financial Statements than others.

Management has discussed the development and selection of these critical accounting policies and estimates with the Audit Committee of our Board of Directors. A discussion of some of our most significant accounting policies and estimates follows.

Revenue Recognition

We sell products and services directly to our pharmaceutical, biopharmaceutical,
and consumer health customers. The majority of our business is conducted through
manufacturing and commercial product supply, development services, and clinical
supply services.
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Our contracts with customers often include promises to transfer multiple
products and services to a customer. Determining whether products and services
are considered distinct performance obligations that should be accounted for
separately versus together may require judgment. For our manufacturing and
commercial product supply revenue, the contract generally includes the terms of
the manufacturing services and related product quality assurance procedures to
comply with regulatory requirements. Due to the regulated nature of our
business, these contract terms are highly interdependent and, therefore, are
considered to be a single combined performance obligation. For our development
services and clinical supply services revenue, our performance obligations vary
per contract and are accounted for as separate performance obligations. If a
contract contains a single performance obligation, we allocate the entire
transaction price to the single performance obligation. If a contract contains
multiple performance obligations, we allocate consideration to each performance
obligation using the "relative standalone selling price" as defined under
Accounting Standards Codification ("ASC") 606, Revenue from Contracts with
Customers. Generally, we utilize observable standalone selling prices in our
allocations of consideration. If observable standalone selling prices are not
available, we estimate the applicable standalone selling price using an adjusted
market assessment approach, representing the amount that we believe the market
is willing to pay for the applicable service. Revenue is recognized over time
using an appropriate method of measuring progress towards fulfilling our
performance obligation for the respective arrangement. Determining the measure
of progress that consistently depicts our satisfaction of performance
obligations within each of our revenue streams across similar arrangements
requires judgment.

Our customer contracts generally include provisions entitling us to a
termination penalty when the customer terminates prior to the contract's nominal
end date. The termination penalties in these customer contracts vary but are
generally considered substantive for accounting purposes and create enforceable
rights and obligations throughout the stated duration of the contract. We
account for a contract termination as a contract modification in the period in
which the customer gives notice of termination. The determination of the
contract termination penalty is based on the terms stated in the relevant
customer agreement. As of the modification date, we update our estimate of the
transaction price using the expected value method, subject to constraints, and
recognize the amount over the remaining performance period under the contract.
In the event of a contract termination, revenues are recognized to the extent
that it is probable that a significant reversal will not occur when any
uncertainty is subsequently resolved.

Long-lived intangible assets and other finite-lived intangible assets

We allocate the cost of an acquired company to the tangible and identifiable
intangible assets and liabilities acquired, with the remaining cost recorded as
goodwill. Intangible assets primarily include customer relationships, technology
and trademarks. Valuing the identifiable intangible assets requires judgment.
For example, we applied a multi-period, excess-earnings method to measure the
core technology acquired in the Bettera Wellness acquisition, which included
certain assumptions, such as (i) the estimated annual net cash flows (including
application of an appropriate margin for forecasted revenue, revenue
obsolescence rate, selling and marketing costs, return on working capital,
contributory asset charges, and other factors), (ii) the discount rate that
appropriately reflects the risk inherent in each future cash flow stream, and
(iii) an assessment of the asset's life cycle, (iv) as well as other factors.
Intangible assets are generally amortized on a straight-line basis, reflecting
the pattern in which the economic benefits are consumed, and are amortized over
their estimated useful lives.

We assess identifiable intangible assets for impairment if events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Factors that may trigger an impairment review include:

•significant under-performance relative to historical or projected future
operating results;
•significant changes in the manner of use of the acquired assets or the strategy
of the overall business;
•significant negative industry or economic trends; and
•recognition of goodwill impairment charges.

If we determine that the carrying value of identifiable intangibles and/or
long-lived assets may not be recoverable based on the existence of one or more
of the above indicators of impairment, we measure recoverability of assets by
comparing the respective carrying value of the assets to the current and
expected future cash flows, on an un-discounted basis, to be generated from such
assets. If such analysis indicates that the carrying value of these assets is
not recoverable, we measure an impairment based on the amount in which the net
carrying amount of the assets exceeds the fair values of the assets. See Notes
3, Business Combinations and Divestitures and 5, Other Intangibles, net to the
Consolidated Financial Statements.

Good will and indefinite life intangible assets

We account for purchased goodwill and intangible assets with indefinite lives in
accordance with ASC 350, Intangibles - Goodwill and Other. Under ASC 350,
goodwill and intangible assets with indefinite lives are not amortized, but
instead are tested for impairment at least annually. We perform an impairment
evaluation of goodwill annually during the fourth quarter of our fiscal year or
when circumstances otherwise indicate an evaluation should be performed. The
evaluation may begin with a
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qualitative assessment for each reporting unit to determine whether it is
more-likely-than-not that the fair value of the reporting unit is less than its
carrying value. If the qualitative assessment does not generate a positive
response, or if no qualitative assessment is performed, a quantitative
assessment, based upon discounted cash flows, is performed and requires
management to estimate future cash flows, growth rates, and economic and market
conditions. In fiscal 2022 and 2020, we proceeded immediately to the
quantitative assessment, but in fiscal 2021 we began with the qualitative
assessment. Accordingly, no sensitivity analysis was performed for fiscal 2021.
The evaluations performed in fiscal 2020, 2021, and 2022 resulted in no
impairment charge.

See Notes 4, Good will and 5, Other intangible assets, net of the consolidated financial statements.

Income taxes

In accordance with ASC 740, Income Taxes, we account for income taxes using the
asset and liability method. The asset and liability method requires recognition
of deferred tax assets and liabilities for expected future tax consequences of
temporary differences that currently exist between tax bases and the
corresponding financial reporting bases of our assets and liabilities. Deferred
tax assets and liabilities are measured using enacted tax rates in the
respective jurisdictions in which we operate. Deferred taxes are not provided on
the undistributed earnings of subsidiaries outside of the U.S. when it is
expected that these earnings will be permanently reinvested. In fiscal 2018, we
recorded a provision for U.S. income taxes and foreign withholding taxes in
relation to expected repatriations as a result of the 2017 U.S. Tax Cuts and
Jobs Act (the "2017 Tax Act"), but we have not made any provision for U.S.
income taxes on the remaining undistributed earnings of foreign subsidiaries as
those earnings are considered permanently reinvested in the operations of those
foreign subsidiaries in the years after 2018.

The 2017 Tax Act imposed taxes on so-called "global intangible low-taxed income"
("GILTI") earned by certain foreign subsidiaries of a U.S. company. In
accordance with ASC 740, we made an accounting policy election to treat taxes
due on future U.S. inclusions in taxable income related to GILTI as a
current-period expense when incurred.

We assess the realizability of deferred tax assets by considering all available evidence, both positive and negative. We assess four possible sources of taxable income when assessing the realizability of deferred tax assets:

•carrybacks of existing NOLs (if and to the extent permitted by tax legislation);

•future reversal of existing taxable temporary differences;

• tax planning strategies; and

•future taxable results excluding cancellation of temporary differences and carry forwards.

We consider the need to maintain a valuation allowance on deferred tax assets
based on management's assessment of whether it is more likely than not that we
would realize those deferred tax assets as a result of future reversals of
existing taxable temporary differences and the ability to generate sufficient
taxable income within the carryforward period available under the applicable tax
law.

Unrecognized tax benefits are generated when there are differences between tax
positions taken in a tax return and amounts recognized in the Consolidated
Financial Statements. Tax benefits are recognized in the Consolidated Financial
Statements when it is more likely than not that a tax position will be sustained
upon examination. To the extent we prevail in matters for which liabilities have
been established or are required to pay amounts in excess of our liabilities,
our effective income tax rate in a given period could be materially affected. An
unfavorable income tax settlement may require the use of cash and result in an
increase in our effective income tax rate in the year it is resolved. A
favorable income tax settlement would be recognized as a reduction in the
effective income tax rate in the year of resolution.

Our accounting for income taxes involves the application of complex tax
regulations in the U.S. and in each of the non-U.S. jurisdictions in which we
operate, particularly European tax jurisdictions. The determination of income
subject to taxation in each tax-paying jurisdiction requires us to review
reported book income and the events occurring during the year in each
jurisdiction in which we operate. In addition, the application of deferred tax
assets and liabilities will have an effect on the tax expense in each
jurisdiction. For those entities engaging in transactions with affiliates, we
apply transfer-pricing guidelines relevant in many jurisdictions in which we
operate and make certain informed and reasonable assumptions and estimates about
the relative value of contributions by affiliates when assessing the allocation
of income and deductions between consolidated entities in different
jurisdictions. The estimates and assumptions used in these allocations can
result in uncertainty in the measured tax benefit.
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Factors affecting our performance

Fluctuations in operating results

Our annual financial reporting period ends on June 30. Excluding the impact from
COVID-19, our revenue and net earnings are generally higher in the third and
fourth quarters of each fiscal year, with our first fiscal quarter typically
generating our lowest revenue of any quarter, and our last fiscal quarter
typically generating our highest revenue. These fluctuations are primarily the
result of the timing of our, and our customers', annual operational maintenance
periods at locations in Europe and the U.S., the seasonality associated with
pharmaceutical and biotechnology budgetary spending decisions, clinical trial
and research and development schedules, the timing of new product launches and
length of time needed to obtain full market penetration, and, to a lesser
extent, the time of the year some of our customers' products are in higher
demand.

Acquisition and related integration efforts

Our growth and profitability are affected by the acquisitions we complete and
the speed at which we integrate those acquisitions into our existing operating
platforms. In fiscal 2020, we completed the acquisition of and integrated
additional gene and cell therapy assets in the U.S. and Belgium. We also
completed the acquisition of and integrated the Anagni facility in Italy. In
fiscal 2021, we expanded our capacity and capabilities through five acquisitions
for our Biologics segment and through the acquisition of a dry powder inhaler
and spray dry manufacturing business from Acorda Therapeutics, Inc. ("Acorda").
In fiscal 2022, we acquired each of Bettera Wellness, a manufacturer of a
consumer-preferred gummy and other formats for consumer health products, a
commercial-scale cell therapy manufacturing facility in Princeton, New Jersey,
and a manufacturing facility for biologic therapies and vaccines near Oxford,
U.K.

Foreign Exchange Rates

Our operating network is global, and, as a result, we have substantial revenues
and operating expenses that are denominated in currencies other than the U.S.
dollar, the currency in which we report our financial results, and are therefore
influenced by changes in currency exchange rates. In fiscal 2022, approximately
36% of our net revenue was generated from our operations outside the U.S.
Foreign currencies for our operations include the British pound, European euro,
Brazilian real, Argentine peso, Japanese yen, and the Canadian dollar.

Inflation

In fiscal 2022, we began to experience the effects of inflation, which increased
to levels not seen in more than 30 years. In response, we began to implement
various mitigation strategies, including in some cases increasing prices to
customers or reducing other costs of operation, including through price
renegotiations with suppliers. The effects of inflation, after accounting for
these mitigation strategies, was immaterial to our financial results in fiscal
2022, but inflation is likely to continue for most or all of fiscal 2023, at
least, and there can be no assurance that our mitigating strategies will
continue to enjoy the same degree of success.

Trends affecting our business

Industry

We participate in nearly every sector of the global pharmaceutical and
biotechnology industry, which has been estimated to generate more than $1
trillion in annual revenue, including, but not limited to, the prescription drug
and biologic sectors as well as consumer health, which includes the
over-the-counter and vitamins and nutritional supplement sectors. Innovative
pharmaceuticals, and biologics in particular, continue to play a critical role
in the global market, while the share of revenue due to generic drugs and
biosimilars is increasing in both developed and developing markets. Sustained
developed market demand and rapid growth in emerging economies is driving
consumer health product growth. Payors, both public and private, have sought to
limit the economic impact of pharmaceutical and biologics product demand through
greater use of generic and biosimilar drugs, access and spending controls, and
health technology assessment techniques, favoring products that deliver truly
differentiated outcomes.

Development of new molecules and R&D procurement

Continued strengthening in early-stage development pipelines for drugs and
biologics, compounded by increasing clinical trial breadth and complexity,
support our belief in the attractive growth prospects for development
solutions. Large companies are in many cases reconfiguring their R&D resources,
increasingly involving the use of strategic partners for important outsourced
functions and new treatment modalities. Additionally, an increasing portion of
compounds in development are from companies that do not have a full research and
development infrastructure, and thus are more likely to need strategic
development solutions partners.
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Demography

Aging population demographics in developed countries, combined with the global
COVID-19 pandemic and health care reforms in many global markets that are
expanding access to treatments to a greater proportion of the global population,
will continue to drive increases in demand for pharmaceuticals, biologics, and
consumer health products. Increasing economic affluence in developing regions
will further increase demand for healthcare treatments, and we are taking active
steps to allow us to participate effectively in these growth regions and product
categories.

Finally, we believe the market access and payor pressures our customers face,
global supply chain complexity, and the increasing demand for improved and new
modality treatments will continue to escalate the need for advanced formulation
and manufacturing, product differentiation, improved outcomes, and treatment
cost reduction, all of which can often be addressed using our advanced delivery
technologies.

Non-GAAP Metrics

As described in this section, management uses various financial metrics,
including certain metrics that are not based on concepts defined in U.S. GAAP,
to measure and assess the performance of our business, to make critical business
decisions, and to assess our compliance with certain financial obligations. We
therefore believe that presentation of certain of these non-GAAP metrics in this
Annual Report will aid investors in understanding our business.

Operating EBITDA

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

We believe that the presentation of EBITDA from operations enhances an
investor's understanding of our financial performance. We believe this measure
is a useful financial metric to assess our operating performance across periods
and use this measure for business planning purposes. In addition, given the
significant investments that we have made in the past in property, plant, and
equipment, depreciation and amortization expenses represent a meaningful portion
of our cost structure. We believe that disclosing EBITDA from operations
provides investors with a useful tool for assessing the comparability between
periods of our ability to generate cash from operations sufficient to pay taxes,
service debt, and undertake capital expenditures without consideration of
non-cash depreciation and amortization expense. We present EBITDA from
operations in order to provide supplemental information that we consider
relevant for readers of the Consolidated Financial Statements, and such
information is not meant to replace or supersede U.S. GAAP measures. Our
definition of EBITDA from operations may not be the same as similarly titled
measures used by other companies. The most directly comparable measure to EBITDA
from operations defined under U.S. GAAP is net earnings. Included in this
Management's Discussion and Analysis is a reconciliation of net earnings to
EBITDA from operations.

In addition, we assess the performance of our segments based on segment profit before non-controlling interest, other (income) expense, impairment, restructuring costs, interest expense, income tax expense, compensation based shares, gain (loss) on sale of subsidiary, and depreciation and amortization (“Segment EBITDA”).

Adjusted EBITDA

Under the Credit Agreement and in the Indentures, the ability of Operating
Company to engage in certain activities, such as incurring certain additional
indebtedness, making certain investments, and paying certain dividends, is tied
to ratios based on Adjusted EBITDA (which is defined as "Consolidated EBITDA" in
the Credit Agreement and "EBITDA" in the Indentures). Adjusted EBITDA is a
covenant compliance measure in our Credit Agreement and Indentures, particularly
those covenants governing debt incurrence and restricted payments. Adjusted
EBITDA is based on the definitions in the Credit Agreement, is not defined under
U.S. GAAP, is not a measure of operating income, operating performance, or
liquidity presented in accordance with U.S. GAAP, and is subject to important
limitations. Because not all companies use identical calculations, our
presentation of Adjusted EBITDA may not be comparable to other similarly titled
measures of other companies.

In addition, we use Adjusted EBITDA as a performance metric that guides
management in its operation of and planning for the future of the business and
drives certain management compensation programs. Management believes that
Adjusted EBITDA provides a useful measure of our operating performance from
period to period by excluding certain items that are not representative of our
core business, including interest expense and non-cash charges like depreciation
and amortization.
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The measure under U.S. GAAP most directly comparable to Adjusted EBITDA is net
earnings. In calculating Adjusted EBITDA, we add back certain non-cash,
non-recurring, and other items that are deducted when calculating EBITDA from
operations and net earnings, consistent with the requirements of the Credit
Agreement. Adjusted EBITDA, among other things:

•does not include non-cash stock-based employee compensation expense and certain other non-cash expenses;

• does not include cash and non-cash restructuring, severance and relocation costs incurred to achieve future cost savings and improve operations;

•adds any non-controlling interest expense, which represents the interest of minority investors in consolidated subsidiaries not held at 100% and is therefore not available; and

•Includes estimated cost savings that have not yet been fully reflected in our results.

Adjusted net earnings and adjusted net earnings per share

We use Adjusted Net Income and Adjusted Net Income per share (which we sometimes
refer to as "Adjusted EPS") as performance metrics. Adjusted Net Income is not
defined under U.S. GAAP, is not a measure of operating income, operating
performance, or liquidity presented in accordance with U.S. GAAP, and is subject
to important limitations. We believe that providing information concerning
Adjusted Net Income and Adjusted Net Income per share enhances an investor's
understanding of our financial performance. We believe that these measures are
useful financial metrics to assess our operating performance from period to
period by excluding certain items that we believe are not representative of our
core business, and we use these measures for business planning and executive
compensation purposes. We define Adjusted Net Income as net earnings adjusted
for (1) earnings or loss from discontinued operations, net of tax, (2)
amortization attributable to purchase accounting, and (3) income or loss from
non-controlling interest in majority-owned operations. We also make adjustments
for other cash and non-cash items (as shown above, in "-Adjusted EBITDA"),
partially offset by our estimate of the tax effect of such cash and non-cash
items. Our definition of Adjusted Net Income may not be the same as similarly
titled measures used by other companies. Adjusted Net Income per share is
computed by dividing Adjusted Net Income by the weighted average diluted shares
outstanding.

Use of Constant Currency

As exchange rates are an important factor in understanding period-to-period
comparisons, we believe the presentation of results on a constant currency basis
in addition to reported results helps improve investors' ability to understand
our operating results and evaluate our performance in comparison to prior
periods. Constant currency information compares results between periods as if
exchange rates had remained constant period-over-period. We use results on a
constant currency basis as one measure to evaluate our performance. In this
Annual Report, we calculate constant currency by calculating current-year
results using prior-year foreign currency exchange rates. We generally refer to
such amounts calculated on a constant currency basis as excluding the impact of
foreign exchange. These results should be considered in addition to, not as a
substitute for, results reported in accordance with U.S. GAAP. Results on a
constant currency basis, as we present them, may not be comparable to similarly
titled measures used by other companies and are not measures of performance
presented in accordance with U.S. GAAP.

Summary of key financial performance indicators over two years

Discussion of the year-over-year changes for the fiscal year ended June 30, 2021
compared to the fiscal year ended June 30, 2020 and the results of operations
and cash flows for the fiscal year ended June 30, 2020, is included in Item 7,
Management's Discussion and Analysis of Financial Condition and Result of
Operations of our Annual Report on Form 10-K for the fiscal year ended June 30,
2021, filed with the SEC on August 30, 2021, and is incorporated herein by
reference.

The below tables summarize our results in fiscal 2022 and 2021 with respect to
several financial metrics we use to measure performance. Refer to the
discussions below regarding performance and the use of key financial metrics and
"-Non-GAAP Metrics-Use of Constant Currency" concerning the measurement of
revenue at "constant currency."
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[[Image Removed: ctlt-20220630_g3.jpg]] [[Image Removed: ctlt-20220630_g4.jpg]]

Year ended June 30, 2022 compared to the year ended June 30, 2021

Results for the year ended June 30, 2022 compared to the year ended June 30, 2021 were the following:

                                                    Fiscal Year Ended                                               Constant Currency
(Dollars in millions)                                     June 30,                      FX Impact                  Increase (Decrease)
                                                   2022                 2021                                 Change $             Change % *
Net revenue                                 $     4,828              $ 3,998          $      (84)         $       914                      23  %
Cost of sales                                     3,188                2,646                 (48)                 590                      22  %
Gross margin                                      1,640                   1,352              (36)                 324                      24  %
Selling, general, and administrative
expenses                                            844                  687                  (6)                 163                      24  %
Gain on sale of subsidiary                           (1)                (182)                  -                  181                     (99) %
Other operating expense                              41                   19                  (1)                  23                     110  %
Operating earnings                                  756                  828                 (29)                 (43)                     (5) %
Interest expense, net                               123                  110                  (1)                  14                      12  %
Other expense, net                                   28                    3                  (7)                  32                   1,227  %
Earnings before income taxes                        605                  715                 (21)                 (89)                    (12) %
Income tax expense                                   86                  130                  (6)                 (38)                    (30) %

Net earnings                                $       519              $   585          $      (15)         $       (51)                     (9) %

* Percentage change calculations are based on rounded forward amounts.

Net Revenue

                                                             2022 vs. 2021
                                                          Fiscal Year Ended
Year-Over-Year Change                                           June 30,
                                                              Net Revenue
Organic                                                                     20  %
Impact of acquisitions                                                       5  %
Impact of divestitures                                                      (2) %
Constant currency change                                                    23  %
Foreign currency translation impact on reporting                            (2) %
Total % change                                                              21  %


                                       49
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Net revenue increased by $914 million, or 23%, excluding the impact of foreign
exchange, compared to the fiscal year ended June 30, 2021. Net revenue increased
20% organically on a constant-currency basis, primarily related to (i)
broad-based strength across our Biologics offerings, in particular demand for
our drug product and drug substance offerings for COVID-19 related programs,
(ii) increased demand for our customers' prescription products, (iii) a
continued rebound in our consumer health products, particularly in cough, cold,
and over-the-counter pain relief products, and (iv) growth in development
services in our Softgel and Oral Technologies segment.

Net revenue increased 5% inorganically as a result of acquisitions, which was
partially offset by a 2% decrease in net revenue due to the sale of Catalent USA
Woodstock, Inc. and related assets (collectively, the "Blow-Fill-Seal Business")
in fiscal 2021. Inorganic net revenue resulted from our acquisitions of Skeletal
Cell Therapy Support SA ("Skeletal"), Delphi Genetics SA ("Delphi") and the
manufacturing and packaging assets of Acorda in fiscal 2021, as well as
RheinCell Therapeutics GmbH ("RheinCell"), Bettera Wellness and a cell therapy
commercial manufacturing facility and its operations in Princeton, New Jersey
("Princeton") from Erytech Pharma S.A. ("Erytech") in fiscal 2022.

Gross margin

Gross margin increased by $324 million, or 24%, in fiscal 2022 compared to
fiscal 2021, excluding the impact of foreign exchange, primarily as a result of
the strong margin profile for all Biologics segment offerings, including demand
across our drug product and drug substance offerings for COVID-19 related
programs. Additional factors for such growth included increased demand for
prescription products, a continued rebound in demand for consumer health
products in our Softgel and Oral Technologies segment, and a favorable impact
from prior-year recall charges in our Oral and Specialty Delivery segment.
Margin growth was offset in part by a $47 million increase in depreciation
expense, a one-time non-cash $7 million fair value inventory adjustment
associated with our Bettera Wellness acquisition and an unfavorable impact from
remediation activities at our Brussels facility.

At constant currencies, gross margin as a percentage of net sales increased 30 basis points to 34.1% in the year ended June 30, 2022compared to 33.8% the previous year, mainly due to the higher margin profile associated with our Biologics segment.

Selling, general and administrative expenses

Selling, general, and administrative expense increased by $163 million, or 24%,
in fiscal 2022 compared to fiscal 2021, excluding the impact of foreign
exchange, which includes $46 million in net incremental expenses from acquired
and divested companies. The year-over-year increase in selling, general, and
administrative expenses was primarily due to a $19 million increase in employee
health and welfare costs, a $15 million increase in information technology
spend, $14 million in employee-related costs primarily incurred for wages and
bonuses, a $13 million increase in amortization and depreciation, $10 million of
incremental bad debt expense, an $8 million increase in travel and
entertainment, and a $5 million increase in integration costs associated with
acquisitions.

Other Operating Expense

Other operating expense for the fiscal years ended June 30, 2022 and 2021 was
$41 million and $19 million, respectively. The year-over-year increase was due
to a $22 million increase in fixed asset impairment charges primarily associated
with dedicated equipment for a product that we no longer manufacture in our
respiratory and specialty platform and certain obsolete equipment in our
Biologics segment.

Interest expense, net

Interest expense, net, of $123 million in fiscal 2022 increased by $14 million,
or 12%, compared to fiscal 2021, excluding the impact of foreign exchange. The
savings from repayment of our formerly outstanding term loans and early
redemption of our U.S. dollar-denominated 4.875% Senior Notes due 2026 (the
"2026 Notes") in fiscal 2021 were fully offset by increases in interest expense
from our most recent tranche of term loans, the 2029 Notes, and the 2030 Notes.

For additional information concerning our debt and financing arrangements,
including the changing mix of debt and equity in our capital structure, see
"-Liquidity and Capital Resources-Debt and Financing Arrangements" and Note 7,
Long-Term Obligations and Short-Term Borrowings to the Consolidated Financial
Statements.

Other Expense, net
                                       50
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Other expense, net of $28 million for fiscal 2022 was primarily driven by $33
million of foreign currency losses and $4 million of financing charges related
to our outstanding term loans, partially offset by a $2 million gain related to
the change in fair value of the derivative liability arising from the
dividend-adjustment mechanism of our formerly outstanding Series A Preferred
Stock.

Other expense, net of $3 million for fiscal 2021 was primarily driven by an $11
million premium on early redemption of the 2026 Notes, a write-off of $4 million
of previously capitalized financing charges related to our repayment of term
loans and our redeemed 2026 Notes, $3 million of financing charges related to
our outstanding term loans, and a net foreign currency translation loss of $5
million. Those losses were partially offset by a gain of $17 million related to
the fair value of the derivative liability associated with our previously
outstanding Series A Preferred Stock.

Provision for income taxes

Our provision for income taxes for the fiscal year ended June 30, 2022 was $86
million relative to earnings before income taxes of $605 million. Our provision
for income taxes for the fiscal year ended June 30, 2021 was $130 million
relative to earnings before income taxes of $715 million. The decreased income
tax provision for the current-year period over the prior-year period was largely
the result of a decrease in pretax income, a $69 million income tax benefit for
U.S. foreign tax credits resulting from an amendment to prior-year returns, and
the tax benefit associated with the establishment of a net deferred tax asset
expected to arise as a result of recently enacted tax reform in Switzerland and
related transition rules (collectively, "Swiss Tax Reform"). This decrease was
partially offset by certain deemed income inclusion in the U.S., a $26 million
income tax charge for establishing a valuation allowance against the net
deferred tax assets of certain Belgian operations, and a $62 million valuation
allowance against the aforementioned tax benefit related to Swiss Tax Reform.
The provision for income taxes in each of fiscal 2022 and 2021 was also affected
by the geographic distribution of our pretax income, the tax impact of permanent
differences, restructuring, special items, and other discrete tax items that may
have unique tax implications depending on the nature of the item.

Sector review

The below charts depict the percentage of net revenue from each of our four
reporting segments for the previous two years. Refer below for discussions
regarding the segments' net revenue and EBITDA performance and to "-Non-GAAP
Metrics" for a discussion of our use of Segment EBITDA, a measure that is not
defined under U.S. GAAP.

                    [[Image Removed: ctlt-20220630_g5.jpg]]
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Our results on a segment basis for the year ended June 30, 2022 compared to the year ended June 30, 2021 were the following:

                                                 Fiscal Year Ended                                                 Constant Currency
(Dollars in millions)                                  June 30,                      FX Impact                    Increase (Decrease)
                                                2022                 2021                                 Change $              Change % (1)
Biologics
Net revenue                              $     2,549              $ 1,928          $      (35)         $       656                         34  %
Segment EBITDA                                   798                  608                 (14)                 204                         34  %
Softgel and Oral Technologies
Net revenue                                    1,246                1,012                 (32)                 266                         26  %
Segment EBITDA                                   292                  237                  (8)                  63                         27  %
Oral and Specialty Delivery
Net revenue                                      650                  686                 (12)                 (24)                        (3) %
Segment EBITDA                                   192                  160                  (6)                  38                         24  %
Clinical Supply Services
Net revenue                                      400                  391                  (6)                  15                          4  %
Segment EBITDA                                   110                  108                  (3)                   5                          5  %
Inter-segment revenue elimination                (17)                 (19)                  1                    1                          3  %
Unallocated Costs(2)                            (286)                   1                   5                 (292)                            *
Combined totals
Net revenue                              $     4,828              $ 3,998          $      (84)         $       914                         23  %

EBITDA from operations                   $     1,106              $ 1,114          $      (26)         $        18                          2  %


(1)  Change % calculations are based on amounts prior to rounding.

* Not significant

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

                                                               Fiscal Year Ended
                                                                     June 30,
(Dollars in millions)                                            2022               2021

Depreciation and gain/loss on disposal of assets(a) $ (31)

        $ (9)
Stock-based compensation                                         (54)       

(51)

Restructuring and other special items (b)                        (55)       

(31)

Gain on sale of subsidiary (c)                                     1        

182

    Other expense, net (d)                                       (28)      

(3)

Non-allocated corporate costs, net                              (119)               (87)
Total unallocated costs                                 $       (286)              $  1


(a)  For the fiscal year ended June 30, 2022, impairment charges are primarily
due to fixed asset impairment charges associated with dedicated equipment for a
product that we no longer manufacture in our respiratory and specialty platform
and obsolete equipment in our Biologics platform.

(b)  Restructuring and other special items for the fiscal year ended June 30,
2022 include (i) transaction and integration costs primarily associated with the
Princeton acquisition, and the Bettera Wellness, Delphi, Hepatic Cell Therapy
Support SA ("Hepatic"), Acorda and RheinCell transactions and (ii) unrealized
losses on venture capital investments. Restructuring and other special items
during the fiscal year ended June 30, 2021 include (1) transaction costs for the
sale of our Blow-Fill-Seal Business, (2) transaction and integration costs
associated with the acquisition of our facility in Anagni, Italy, the Acorda,
Masthercell Global Inc. ("MaSTherCell"), Delphi, Hepatic, and Skeletal
transactions and the acquisition of Société d'infrastructures, de services et
d'énergies SA, and (3) restructuring costs associated with the closure of our
Clinical Supply Services facility in Bolton, U.K. Refer to Note 3, Business
Combinations and Divestitures for further details on the transactions listed
above.
                                       52
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(c)  For the fiscal years ended June 30, 2022 and 2021, gain on sale of
subsidiary is due to the divestiture of our Blow-Fill-Seal Business, which was
formerly part of our Oral and Specialty Delivery segment. Refer to Note 3,
Business Combinations and Divestitures for further details on the sale of the
Blow-Fill-Seal Business.

(d) Refer to Note 15, Other expense, net for details of financing charges and foreign exchange adjustments recognized in Other expense, net in our consolidated financial statements.

Provided below is a reconciliation of net earnings to EBITDA from operations:

                                                    Fiscal Year Ended
                                                          June 30,
              (Dollars in millions)                  2022             2021
              Net earnings                    $       519           $   585
              Depreciation and amortization           378               289
              Interest expense, net                   123               110
              Income tax expense                       86               130

              EBITDA from operations          $     1,106           $ 1,114


Biologics segment
                                                                                 2022 vs. 2021
                                                                              Fiscal Year Ended
Year-Over-Year Change                                                               June 30,
                                                                      Net Revenue          Segment EBITDA
Organic                                                                       34  %                   35  %
Impact of acquisitions                                                         -  %                   (1) %

Constant currency change                                                      34  %                   34  %
Foreign exchange translation impact on reporting                              (2) %                   (2) %
Total % change                                                                32  %                   32  %


Net revenue in our Biologics segment increased by $656 million, or 34%,
excluding the impact of foreign exchange, compared to the fiscal year ended June
30, 2021. The increase was driven across all segment offerings by strong
end-market demand for our global drug product, drug substance, and cell and gene
therapy offerings, primarily related to demand for COVID-19-related programs.

Biologics Segment EBITDA increased by $204 million, or 34%, excluding the
impacts of foreign exchange and acquisitions, compared to the fiscal year ended
June 30, 2021, Excluding the impact of acquisitions, Segment EBITDA increased
35%, compared to the fiscal year end June 30, 2021. The increase was driven
across all segment offerings by strong end-market demand for our drug product,
drug substance, and cell and gene therapy offerings, primarily related to demand
for COVID-19-related programs, and partially offset by an unfavorable impact
from remediation activities at our Brussels facility.

We completed the acquisition of RheinCell in August 2021. In April 2022, we
completed the acquisition of Princeton. For the fiscal year ended June 30, 2022,
these acquisitions had an immaterial impact on our net revenue and decreased
Segment EBITDA on an inorganic basis by 1% compared to the corresponding
prior-year period.

Softgel and oral technologies segment

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                                                                                 2022 vs. 2021
                                                                              Fiscal Year Ended
Year-Over-Year Change                                                               June 30,
                                                                      Net Revenue          Segment EBITDA
Organic                                                                       10  %                   12  %
Impact of acquisitions                                                        16  %                   15  %

Constant currency change                                                      26  %                   27  %
Foreign exchange translation impact on reporting                              (3) %                   (4) %
Total % change                                                                23  %                   23  %

Net sales of our Softgel and Oral Technologies segment increased by $266 millioni.e. 26%, excluding currency effects, compared to the year ended June 30, 2021. Net revenues increased by 10% compared to the year ended June 30, 2021, excluding the impact of acquisitions. The increase in organic revenue was primarily driven by strong end-market demand for prescription products, a continued rebound in consumer healthcare products, particularly cough, cold and over-the-counter pain relief, and the growth of developmental services.

Softgel and Oral Technologies Segment EBITDA increased by $63 million, or 27%,
excluding the impact of foreign exchange, compared to the fiscal year ended June
30, 2021. Segment EBITDA increased 12%, compared to the fiscal year ended June
30, 2021, excluding the impact of acquisitions. The increase in organic Segment
EBITDA, similar to that of net revenue, was primarily driven by an increase in
demand for prescription products, a continued rebound in consumer health
products, particularly in cough, cold, and over-the-counter pain relief
products, and the margin generated from strong development revenue growth.

We completed the Bettera Wellness acquisition in October 2021, which increased
net revenue and Segment EBITDA on an inorganic basis by 16% and 15%,
respectively, during the fiscal year ended June 30, 2022, compared to the
corresponding prior-year period. For the fiscal year ended June 30, 2022, we
recorded a one-time non-cash inventory fair value adjustment for $7 million
resulting from our Bettera Wellness purchase accounting, which unfavorably
impacted Segment EBITDA.

Oral and Specialty Administration Segment

                                                                                 2022 vs. 2021
                                                                              Fiscal Year Ended
Year-Over-Year Change                                                               June 30,
                                                                      Net Revenue          Segment EBITDA
Organic                                                                        6  %                   43  %
Impact of acquisitions                                                         1  %                   (7) %
Impact of divestitures                                                       (10) %                  (12) %
Constant currency change                                                      (3) %                   24  %
Foreign exchange translation impact on reporting                              (2) %                   (4) %
Total % Change                                                                (5) %                   20  %


Net revenue in our Oral and Specialty Delivery segment decreased by $24 million,
or 3%, excluding the impact of foreign exchange, compared to the fiscal year
ended June 30, 2021. Net revenue increased 6%, compared to the fiscal year ended
June 30, 2021, excluding the impact of acquisitions and divestitures, primarily
driven by demand for the segment's orally disintegrating Zydis commercial
products and demand for early-phase development programs.

Oral and Specialty Delivery Segment EBITDA increased by $38 million, or 24%,
excluding the impact of foreign exchange, compared to the fiscal year ended
fiscal year ended June 30, 2021. Segment EBITDA increased 43%, compared to the
fiscal year ended June 30, 2021, excluding the impact of acquisitions and
divestitures. The increase in organic Segment EBITDA from the corresponding
prior-year period was primarily driven by increased demand for the segment's
orally disintegrating Zydis commercial products and a favorable impact from
prior-year recall charges in our respiratory and specialty platform.

We completed the Acorda transaction in February 2021. For the fiscal year ended
June 30, 2022, this acquisition increased our net revenue by 1% and unfavorably
impacted Segment EBITDA on an inorganic basis by 7% compared to the
corresponding prior-year period.

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We completed the Blow-Fill-Seal Business divestiture in March 2021. For the
fiscal year ended June 30, 2022, this divestiture decreased our net revenue and
Segment EBITDA on an inorganic basis by 10% and 12%, respectively, compared to
the corresponding prior-year period.

Segment Clinical Supply Services

                                                                                 2022 vs. 2021
                                                                              Fiscal Year Ended
                                                                                    June 30,
Year-Over-Year Change                                                 Net Revenue          Segment EBITDA
Organic                                                                        4  %                    5  %

Constant currency change                                                       4  %                    5  %
Foreign exchange translation impact on reporting                              (2) %                   (3) %
Total % Change                                                                 2  %                    2  %


Net revenue in our Clinical Supply Services segment increased by $15 million, or
4%, excluding the impact of foreign exchange, compared to the fiscal year ended
June 30, 2021. The increase was driven by growth in our manufacturing and
packaging and storage and distribution offerings in the North America and Asia
Pacific regions.

Clinical Supply Services Segment EBITDA increased by $5 million, or 5%,
excluding the impact of foreign exchange, compared to the fiscal year ended June
30, 2021, primarily due to growth in the Asia Pacific region and operational
efficiencies in our Western Europe facilities.

Cash and capital resources

Sources and use of cash

Our principal source of liquidity has been cash flow generated from operations
and the net proceeds of capital market activities. The principal uses of cash
are to fund operating and capital expenditures, business or asset acquisitions,
interest payments on debt, and any mandatory or discretionary principal payment
on our debt. As of June 30, 2022, and following the September 2021 execution of
Amendment No. 6 (the "Sixth Amendment") to the Credit Agreement, we had
available a $725 million Revolving Credit Facility that matures in May 2024, the
capacity of which is reduced by the amount of all outstanding letters of credit
issued under the senior secured credit facilities and those short-term
borrowings referred to as swing-line borrowings. At June 30, 2022, we had $4
million of outstanding letters of credit and no outstanding borrowing under our
Revolving Credit Facility.

We believe that our cash on hand, cash from operations, and available borrowings
under our Revolving Credit Facility will be adequate to meet our future
liquidity needs for at least the next twelve months, including the amounts
expected to become due with respect to our pending capital projects. We have no
significant maturity under any of our bank or note debt until the July 2027
maturity of our 2027 Notes.

On August 9, 2022, we entered into a purchase agreement to acquire Metrics
Contract Services ("Metrics") and will pay approximately $475 million in cash,
subject to customary adjustments. Metrics is an oral solids development and
manufacturing business specializing in handling highly potent compounds at its
facility in Greenville, North Carolina. We intend to fund this acquisition using
a combination of cash on hand, existing senior secured credit facilities, and,
depending on market conditions, potentially new debt financing. The closing of
the acquisition is not contingent on any financing activity.
                                       55
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Cash flow

Year ended June 30, 2022 Compared to the year ended June 30, 2021

The following table summarizes our consolidated statements of cash flows for the
fiscal year ended June 30, 2022 compared with the fiscal year ended June 30,
2021:

                                        Fiscal Year Ended
                                              June 30,
(Dollars in millions)                    2022              2021       Change $
Net cash provided by (used in):
Operating activities              $        439           $  433      $       6
Investing activities              $     (1,884)          $ (649)     $  (1,235)
Financing activities              $      1,031           $  142      $     889


Operating Activities

For the fiscal year ended June 30, 2022, cash provided by operating activities
was $439 million, an increase of $6 million compared to $433 million for the
prior year. This increase in cash flow from operating activities was primarily
due to an increase in operating income, excluding the gain derived from the sale
of the Blow-Fill-Seal business in March 2021, a favorable impact from a decline
in the rate of trade receivables growth, and a favorable impact from a decline
in the rate of inventory growth, which was partially offset by an unfavorable
impact from the increase in contract assets.

Investing activities

For the fiscal year ended June 30, 2022, cash used in investing activities was
$1.88 billion, compared to $649 million during fiscal 2021. The increase in cash
used in investing activities was primarily driven by a $1.05 billion increase in
cash used for business acquisition activities, partially offset by a $52 million
decline in the purchase of marketable securities and a $26 million decrease in
cash used for purchases of property, plant, and equipment compared to the prior
year. Another key driver in the year-over-year change was the lack of proceeds
from sale of any subsidiary, as no subsidiary was sold in the current year,
compared to $290 million in proceeds from the sale of subsidiaries received in
fiscal 2021.

Financing Activities

For the fiscal year ended June 30, 2022, cash provided by financing activities
was $1.03 billion, which increased $889 million compared to cash provided by
financing activities of $142 million during the fiscal year ended June 30, 2021.
The increase in cash provided by financing activities was primarily driven by a
$934 million year-over-year increase in cash received from the issuance of debt,
partially offset by the July 2020 exercise of an over-allotment option on 1.2
million additional shares by the underwriter for the equity offering in June
2020, resulting in net proceeds of $82 million.

Debt and financing agreements

Senior Secured Credit Facilities and Sixth Amendment to the Credit Agreement

In September 2021, we completed the Sixth Amendment to the Credit Agreement.
Pursuant to the Sixth Amendment, we 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 payments
from 0.25% to 0.2506% of the principal amount outstanding for the Incremental
Term B-3 Loans and the other term loans outstanding under the Credit Agreement,
all of which are U.S. dollar-denominated (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 previously drawn Term B-3 Loans, including 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 Wellness
acquisition.

The Sixth Amendment also provided for incremental revolving credit commitments
under the Revolving Credit Facility. The applicable rate for all loans drawn
under the Revolving Credit Facility is one-month LIBOR plus 2.25%, and such rate
can be reduced to one-month LIBOR plus 2.00% in future periods based on a
measure of Operating Company's total leverage ratio. The maturity date for the
Revolving Credit Facility is May 17, 2024.

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Pursuant to the terms of the Credit Agreement, the interest rates under the Term
B-3 Loans and loans drawn under the Revolving Credit Facility will be based on a
replacement benchmark interest rate when LIBOR is no longer available.

The availability of capacity under the Revolving Credit Facility is reduced by
the aggregate value of all outstanding letters of credit under the Credit
Agreement. As of June 30, 2022, we had $721 million of unutilized capacity under
the Revolving Credit Facility, due to $4 million of outstanding letters of
credit.

Further information concerning the senior secured credit facilities, including
the Term B-3 Loans and the Revolving Credit Facility, can be found in Note 7,
Long-Term Obligations and Short-Term Borrowings to the Consolidated Financial
Statements

5.000% Senior Notes due 2027

In June 2019, Operating Company completed a private offering of the 2027 Notes.
The 2027 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 2027 Notes were offered in the U.S. to
qualified institutional buyers in reliance on Rule 144A under the Securities Act
and outside the U.S. only to non-U.S. investors pursuant to Regulation S under
the Securities Act. The 2027 Notes will mature on July 15, 2027 and bear
interest at the rate of 5.000% per annum. Interest is payable semi-annually in
arrears on January 15 and July 15 of each year, beginning on January 15, 2020.
The proceeds of the 2027 Notes after payment of the offering fees and expenses
were used to repay in full the outstanding borrowings under Operating Company's
then-outstanding term loans under its senior secured credit facilities that
would otherwise have matured in May 2024.

2.375% Euro denominated senior notes due 2028

In March 2020, Operating Company completed a private offering of the 2028 Notes.
The 2028 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 2028 Notes were offered in the U.S. to
qualified institutional buyers in reliance on Rule 144A under the Securities Act
and outside the U.S. only to non-U.S. investors pursuant to Regulation S under
the Securities Act. The 2028 Notes will mature on March 1, 2028 and bear
interest at the rate of 2.375% per annum. Interest is payable semi-annually in
arrears on March 1 and September 1 of each year, beginning on September 1, 2020.
The proceeds of the 2028 Notes after payment of the offering fees and expenses
were used to repay in full the outstanding borrowings under Operating Company's
euro-denominated term loans under its senior secured credit facilities, that
would otherwise have matured in May 2024, and repay in full our Euro-denominated
4.75% Senior Notes due 2024, which would otherwise have matured in December
2024, plus any accrued and unpaid interest thereon, with the remainder available
for general corporate purposes.

3.125% senior bonds due 2029

In February 2021, Operating Company completed a private offering of the 2029
Notes. The 2029 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 2029 Notes were offered
in the U.S. to qualified institutional buyers in reliance on Rule 144A under the
Securities Act and outside the U.S. only to non-U.S. investors pursuant to
Regulation S under the Securities Act. The 2029 Notes will mature on February
15, 2029 and bear interest at the rate of 3.125% per annum payable semi-annually
in arrears on February 15 and August 15 of each year, beginning on August 15,
2021. The proceeds of the 2029 Notes after payment of the offering fees and
expenses were used to repay in full the outstanding borrowings under the 2026
Notes, plus any accrued and unpaid interest thereon, with the remainder
available for general corporate purposes.

3.500% senior bonds due 2030

In September 2021, Operating Company completed a private offering of 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 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 Wellness acquisition.
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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 the final payment was made in October 2021.

Debt commitments

Senior secured credit facilities

The Credit Agreement contains covenants that, among other things, restrict,
subject to certain exceptions, Operating Company's (and Operating Company's
restricted subsidiaries') ability to incur additional indebtedness or issue
certain preferred shares; create liens on assets; engage in mergers and
consolidations; sell assets; pay dividends and distributions or repurchase
capital stock; repay subordinated indebtedness; engage in certain transactions
with affiliates; make investments, loans, or advances; make certain
acquisitions; enter into sale and leaseback transactions; amend material
agreements governing Operating Company's subordinated indebtedness; and change
Operating Company's lines of business.

The Credit Agreement also contains change-of-control provisions and certain
customary affirmative covenants and events of default. The Revolving Credit
Facility requires compliance with a net leverage covenant when there is a 30% or
more draw outstanding at a period end. As of June 30, 2022, Operating Company
was in compliance with all material covenants under the Credit Agreement.

Subject to certain exceptions, the credit agreement allows Operating company
and its restricted subsidiaries to incur certain additional indebtedness, including secured indebtedness. None of Operating company Nope-WE
subsidiaries nor its inactive Porto Rico subsidiary is the guarantor of the loans.

Under the Credit Agreement, Operating Company's ability to engage in certain
activities such as incurring certain additional indebtedness, making certain
investments, and paying certain dividends is tied to ratios based on Adjusted
EBITDA (which is defined as "Consolidated EBITDA" in the Credit Agreement).
Adjusted EBITDA is based on the definitions in the Credit Agreement, is not
defined under U.S. GAAP, and is subject to important limitations. See "-Non-GAAP
Metrics" for further details on Adjusted EBITDA.

As market conditions warrant, we may from time to time seek to purchase our
outstanding debt in privately negotiated or open-market transactions, by tender
offer or otherwise. Subject to any limitation contained in the Credit Agreement,
any purchase made by us may be funded by the use of cash on hand or the
incurrence of new secured or unsecured debt. The amount involved in any such
purchase transaction, individually or in the aggregate, may be material. Any
such purchase may involve a substantial amount of one particular class or series
of debt, with the attendant reduction in the trading liquidity of such class or
series.

The Senior Notes

The Indentures contain certain covenants that, among other things, limit the
ability of Operating Company and its restricted subsidiaries to incur or
guarantee more debt or issue certain preferred shares; pay dividends on,
repurchase, or make distributions in respect of their capital stock or make
other restricted payments; make certain investments; sell certain assets; create
liens; consolidate, merge, sell; or otherwise dispose of all or substantially
all of their assets; enter into certain transactions with their affiliates, and
designate their subsidiaries as unrestricted subsidiaries. These covenants are
subject to a number of exceptions, limitations, and qualifications as set forth
in the Indentures. The Indentures also contain customary events of default
including, but not limited to, nonpayment, breach of covenants, and payment or
acceleration defaults in certain other indebtedness of Operating Company or
certain of its subsidiaries. Upon an event of default, either the holders of at
least 30% in principal amount of each of the then-outstanding Senior Notes or
the applicable Trustee under the Indentures, may declare the applicable Senior
Notes immediately due and payable; or in certain circumstances, the applicable
Senior Notes will automatically become immediately due and payable. As of
June 30, 2022, Operating Company was in compliance with all material covenants
under the Indentures.

Liquidity in foreign subsidiaries

As of June 30, 2022 and 2021, the amounts of cash and cash equivalents held by
foreign subsidiaries were $377 million and $351 million, respectively, out of
total consolidated cash and cash equivalents of $449 million and $896 million,
respectively. These balances are dispersed across many international locations
around the world.
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Adjusted EBITDA and adjusted net earnings per share

The below tables summarize our fiscal 2022 and 2021 results with respect to
certain financial metrics we use to measure performance throughout the fiscal
year. Refer to "Non-GAAP Metrics" for further details regarding Adjusted EBITDA
and Adjusted net income per share.

                    [[Image Removed: ctlt-20220630_g6.jpg]]

A reconciliation between Adjusted EBITDA and net earnings, the most directly
comparable measure under U.S. GAAP, which also shows the adjustments from EBITDA
from operations, follows:
                                                                                  Fiscal Year Ended
(In millions)                                                           June 30, 2022           June 30, 2021
Net earnings                                                          $          519          $          585
Interest expense, net                                                            123                     110
Income tax expense                                                                86                     130
Depreciation and amortization                                                    378                     289

EBITDA from operations                                                         1,106                   1,114
Stock-based compensation                                                          54                      51
Impairment charges and gain/loss on sale of assets                                31                       9
Financing-related expenses and other                                               4                      18
Restructuring costs                                                               10                      10
Acquisition, integration, and other special items                                 46                      21
Gain on sale of subsidiary                                                        (1)                   (182)

Foreign exchange loss (gain) (included in other, net) (1)                         31                      (4)
Inventory fair value step-up charges                                               7                       -
Other adjustments (2)                                                             (3)                    (17)

Adjusted EBITDA                                                       $        1,285          $        1,020
Favorable (unfavorable) FX impact                                           

(23)

Adjusted EBITDA - constant currency                                   $     

1,308



(1)  Foreign exchange loss of $31 million for the fiscal year ended June 30,
2022 includes: (a) $12 million of unrealized gains related to foreign trade
receivables and payables, (b) $11 million of unrealized losses on the unhedged
portion of our euro-denominated debt, and (c) $34 million of unrealized losses
on inter-company loans. The foreign exchange adjustment was also affected by the
exclusion of realized foreign currency exchange rate gains from the settlement
of inter-company loans of $2 million. Inter-company loans exist between our
subsidiaries and do not reflect the ongoing results of our trade operations.

Foreign exchange gain of $4 million for the year ended June 30, 2021
includes: (a) $13 million unrealized losses related to foreign trade receivables and payables, (b) $3 million unrealized capital losses on the unhedged part

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of the euro-denominated debt, and (c) $25 million of unrealized gains on
inter-company loans. The foreign exchange adjustment was also affected by the
exclusion of realized foreign currency exchange rate losses from the settlement
of inter-company loans of $5 million. Inter-company loans exist between our
subsidiaries and do not reflect the ongoing results of our trade operations.

(2)  Primarily represents the gain recorded on the change in the estimated fair
value of the derivative liability related to our formerly outstanding Series A
Preferred Stock.

A reconciliation of adjusted net earnings to net earnings, the most directly comparable measure under WE GAAP, follows. The table also provides a calculation of adjusted net income for each basic share and each diluted share.

                    [[Image Removed: ctlt-20220630_g7.jpg]]
                                                                                  Fiscal Year Ended
(In millions, except per share data)                                    June 30, 2022           June 30, 2021
Net earnings                                                                 519              $          585

Amortization (1)                                                             123                          93

Stock-based compensation                                                      54                          51
Impairment charges and gain/loss on sale of assets                            31                           9
Financing-related expenses                                                     4                          18
Restructuring costs                                                           10                          10
Acquisition, integration, and other special items                             46                          21

(Gain) on sale of subsidiary                                                  (1)                       (182)

Foreign exchange loss (gain) (included in other expenses, net) (2)

   31                          (4)
Inventory fair value step-up charges                                           7                           -
Other adjustments (3)                                                         (4)                        (17)
Estimated tax effect of adjustments (4)                                      (72)                          3
Discrete income tax benefit items (5)                                        (54)                        (38)

Adjusted net income (ANI)                                             $      694              $          549

ANI per share:
ANI per share - basic (6)                                             $     3.93              $         3.27
ANI per share - diluted (7)                                           $     3.84              $         3.04


(1) Represents the amortization attributable to the recognition of acquisitions for business combinations carried out previously.

(2)  Foreign exchange loss of $31 million for the fiscal year ended June 30,
2022 includes: (a) $12 million of unrealized gains related to foreign trade
receivables and payables, (b) $11 million of unrealized losses on the unhedged
portion of the euro-denominated debt, and (c) $34 million of unrealized losses
on inter-company loans. The foreign exchange adjustment was also affected by the
exclusion of realized foreign currency exchange rate gains from the

                                       60
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intercompany loan settlement of $2 million. Intercompany loans exist between our subsidiaries and do not reflect the ongoing results of our business operations.

Foreign exchange gain of $4 million for the fiscal year ended June 30, 2021
includes: (a) $13 million of unrealized losses related to foreign trade
receivables and payables, (b) $3 million of unrealized losses on the unhedged
portion of the euro-denominated debt, and (c) $25 million of unrealized gains on
inter-company loans. The foreign exchange adjustment was also affected by the
exclusion of realized foreign currency exchange rate losses from the settlement
of inter-company loans of $5 million. Inter-company loans exist between our
subsidiaries and do not reflect the ongoing results of our trade operations.

(3)  Primarily represents the gain recorded on the change in the estimated fair
value of the derivative liability related to our formerly outstanding Series A
Preferred Stock.

(4)  We computed the tax effect of adjustments to net earnings by applying the
statutory tax rate in the relevant jurisdictions to the income or expense items
that are adjusted in the period presented. If a valuation allowance exists, the
rate applied is zero.

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

(6)  Represents Adjusted Net Income divided by the weighted average number of
shares of Common Stock outstanding. For the fiscal year ended June 30, 2022 and
2021, the weighted average was 176 million and 168 million, respectively.

(7)  Represents Adjusted Net Income divided by the weighted average sum of (a)
the number of shares of Common Stock outstanding, plus (b) the number of shares
of Common Stock that would be issued assuming exercise or vesting of all
potentially dilutive instruments, plus (c) the number of shares of Common Stock
equivalent to the shares of Series A Preferred Stock outstanding under the
"if-converted" method. For the fiscal year ended June 30, 2022 and 2021, the
weighted average was 181 million and 180 million, respectively.

Interest rate risk management

A portion of the debt used to finance our operations is exposed to interest-rate
fluctuations. We may use various hedging strategies and derivative financial
instruments to create an appropriate mix of fixed-and floating-rate assets and
liabilities. In February 2021, we replaced one interest-rate swap agreement with
Bank of America N.A. with another, and each acts or acted as a hedge against the
economic effect of a portion of the variable-interest obligation associated with
our U.S dollar-denominated term loans under our senior secured credit
facilities, so that the interest payable on that portion of the debt becomes
fixed at a certain rate, thereby reducing the impact of future interest-rate
changes on future interest expense. The applicable rate for the U.S.
dollar-denominated term loan under the Credit Agreement was one-month LIBOR
(subject to a floor of 0.50%) plus 2.00% as of June 30, 2021; however, as a
result of the interest-rate swap agreement, the floating portion of the
applicable rate on $500 million of the term loans was effectively fixed at
0.9985% as of February 2021.

Currency risk management

We are exposed to fluctuations in the euro-U.S. dollar exchange rate on our
investments in our foreign operations in Europe. While we do not actively hedge
against changes in foreign currency, we have mitigated the exposure of our
investments in our European operations by denominating a portion of our debt in
euros. At June 30, 2022, we had $874 million of euro-denominated debt
outstanding that qualifies as a hedge on a net investment in foreign operations.
Refer to Note 9, Derivative Instruments and Hedging Activities, to our
Consolidated Financial Statements for further discussion of net investment hedge
activity in the period.

From time to time, we may use forward currency exchange contracts to manage our
exposure to the variability of cash flows primarily related to the foreign
exchange rate changes of future foreign currency transaction costs. In addition,
we may use foreign currency forward contracts to protect the value of existing
foreign currency assets and liabilities. Currently, we do not use foreign
currency exchange contracts. We expect to continue to evaluate hedging
opportunities for foreign currency in the future.
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