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For the fiscal year ended June 30, 2013
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Commission file number 333-147871
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Delaware
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13-3523163
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(State of incorporation)
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(I.R.S. Employer Identification No.)
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14 Schoolhouse Road
Somerset, New Jersey
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08873
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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x
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(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Item
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Page
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Part I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Part II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Part III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Part IV
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Item 15.
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||
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•
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Leading Provider of Development Solutions and Advanced Delivery Technologies
. We are the leading provider of development solutions and advanced delivery technologies for drugs, biologics and consumer health products. In the last decade, we have supported the development and launch of nearly half of the U.S. Food and Drug Administration ("FDA") new chemical entity product approvals. With over 1,000 scientists and technicians worldwide and approximately 1,300 patents and patent applications, we possess substantial expertise in drug development and advanced delivery technologies, and help our customers bring more products and better treatments to market faster.
|
•
|
Longstanding, Extensive Relationships with Blue Chip Customers
. We have longstanding, extensive relationships with leading pharmaceutical and biotechnology customers. In fiscal 2013, we did business with 85 of the top 100 branded drug marketers, 20 of the top 25 generics marketers, 41 of the top 50 biologics marketers, and 19 of the top 20 consumer health marketers globally, as well as with more than a thousand other customers. Regardless of size, our customers seek innovative product development, superior quality, advanced manufacturing and skilled technical services to support their development and marketed product needs. We believe our customers value us because our depth of development services and advanced delivery technologies, consistent and reliable supply, geographic reach and substantial expertise enable us to create a broad range of tailored solutions, many of which are unavailable from other individual providers.
|
•
|
Diversified Operating Platform.
We are diversified by virtue of our geographic scope, our large customer base, the extensive range of products we produce, our service offerings, and our ability to provide solutions at nearly every stage of product lifecycles. We produce nearly 7,000 distinct items across multiple categories, including brand and generic prescription drugs and biologics, over-the-counter, consumer health, veterinary, and medical device and diagnostics. In fiscal 2013, our top 20 products represented approximately half of total revenue, with no individual product greater than 3%. We serve approximately 1,000 customers in approximately 70 countries, with a majority of our fiscal 2013 revenues coming from outside the United States. This diversity, combined with long product lifecycles and close customer relationships, has contributed to the stability of our business. It has also allowed us to reduce our exposure to potential strategic, customer and product shifts.
|
•
|
Deep, Broad and Growing Technology Foundation
. We have a long track record of innovation across our offerings, which substantially differentiate us from other industry participants. Our culture of creativity and innovation is grounded in our advanced delivery technologies, our scientists and engineers, and our patents and proprietary manufacturing processes throughout our global network. Our global Research & Development team drives focused application of resources to highest priority opportunities for both new customer product introductions and platform technology development. As of June 30, 2013, we have more than 450 product development programs in active development across our businesses.
|
•
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Significant Investment in Global Manufacturing Network
. We have made significant past investments to establish a global manufacturing network, and today hold
4.6 million
square feet of manufacturing and laboratory space across five continents. We have invested approximately
$439.1 million
in the last five years in capital expenditures. Recent and ongoing growth-related investments in facilities, capacity and capabilities across our businesses have positioned us for future growth in areas aligned with anticipated future demand. Through our focus on operational, quality and regulatory excellence, we drive ongoing and continuous improvements in safety, productivity and reliable supply to customer expectations, which we believe further differentiate us. Our manufacturing network and capabilities allow us the flexibility to reliably supply the changing needs of our customers while consistently meeting their quality, delivery and regulatory compliance expectations.
|
•
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High Standards of Regulatory Compliance and Operational and Quality Excellence
. We operate our plants in accordance with current good manufacturing practices (“cGMP”), following our own high standards which are consistent with those of many of our large global pharmaceutical and biotechnology customers. We have approximately 1,000 employees around the globe focused on quality and regulatory compliance. More than half of our facilities are registered with the FDA, with the remaining facilities registered with other applicable regulatory agencies, such as the European Medicines Agency (“EMA”). In some cases, facilities are registered with multiple regulatory agencies. In fiscal 2013, we underwent more than 38 regulatory audits, as well as hundreds of customer audits.
|
•
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Strong and Experienced Management Team
. Our executive leadership team has been transformed since 2009, and today has more than 200 years of combined and diverse experience within the pharmaceutical and healthcare industries. With an average of more than 20 years of functional experience, this team possesses deep knowledge and a wide network of industry relationships.
|
•
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Principal Shareholder with Proven Healthcare Sector Expertise
. Our principal shareholder is an entity controlled by affiliates of Blackstone, a leading global alternative asset manager and financial advisory firm. Current and prior healthcare investments by Blackstone, in addition to the Company, include: Biomet, Inc., Emcure Pharmaceuticals Ltd., Apria Healthcare Group Inc., Nycomed Holding A/S, DJO Global LLC, Independent Clinical Services Ltd, Southern Cross Healthcare Group PLC, Stiefel Laboratories, Inc, Team Health Holdings, Inc., and Vanguard Health Systems, Inc.
|
•
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Enhancing the value of our current businesses through expanded capabilities and intellectual property, extended capacity, and targeted market strategies addressing under-served customers/geographies and adjacent markets.
|
•
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Proactive market entry into emerging/high-growth geographies and other markets where we are currently only narrowly represented, including, but not limited to, China, Brazil, and Japan.
|
•
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Expanding our proactive development of novel, improved products which leverage our advanced delivery technology portfolio, from idea through initial proof of concept, to enable us to retain a greater share of the value of such products.
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Segment
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Offerings and Services
|
Fiscal 2013
Revenue*
|
||
(Dollars in millions)
|
|
|
||
Development & Clinical Services
|
Manufacturing, packaging, storage, distribution and inventory management for global clinical trials of drugs and biologics; analytical and bioanalytical development and testing; scientific and regulatory consulting services; development services and manufacturing for conventional oral dose forms; and development and manufacturing of products.
|
$
|
404.8
|
|
Oral Technologies
|
Formulation, development and manufacturing of prescription and consumer health products using our proprietary softgel, Liqui-Gel
®
, Vegicaps
®
, OptiShell™, OptiDose™, OptiMelt™, and Zydis
®
technologies; our development stage OptiDose™ technology; as well as other proprietary and conventional oral drug delivery technologies.
|
$
|
1,186.3
|
|
Medication Delivery Solutions
|
Formulation, development, and manufacturing for prefilled syringes and other injectable formats; blow-fill-seal unit dose development and manufacturing; and biologic cell line development and manufacturing, including our GPEx® and SMARTag™ technologies.
|
$
|
219.3
|
|
|
North America
|
Europe
|
South America
|
Asia Pacific
|
Total
|
Approximate Number of Employees
|
3,300
|
3,800
|
700
|
500
|
8,300
|
ITEM 1A.
|
RISK FACTORS
|
•
|
increasing our vulnerability to adverse economic, industry or competitive developments;
|
•
|
exposing us to the risk of increased interest rates because certain of our borrowings, including borrowings under our senior secured credit facilities, are at variable rates of interest;
|
•
|
exposing us to the risk of fluctuations in exchange rates because certain of our borrowings, including certain of our senior secured term loan facilities and the Senior Subordinated Notes, are denominated in euros;
|
•
|
making it more difficult for us to satisfy our obligations with respect to our indebtedness, including the notes, and any failure to comply with the obligations of any of our debt instruments, including restrictive covenants and borrowing conditions, could result in an event of default under the indenture governing the notes and the agreements governing such other indebtedness;
|
•
|
restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;
|
•
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limiting our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions and general corporate or other purposes; and
|
•
|
limiting our flexibility in planning for, or reacting to, changes in our business or market conditions and placing us at a competitive disadvantage compared to our competitors who are less highly leveraged and who, therefore, may be able to take advantage of opportunities that our leverage prevents us from exploiting.
|
•
|
incur additional indebtedness and issue certain preferred stock;
|
•
|
pay certain dividends on, repurchase or make distributions in respect of capital stock or make other restricted payments;
|
•
|
place limitations on distributions from restricted subsidiaries;
|
•
|
issue or sell capital stock of restricted subsidiaries;
|
•
|
guarantee certain indebtedness;
|
•
|
make certain investments;
|
•
|
sell or exchange assets;
|
•
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enter into transactions with affiliates;
|
•
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create certain liens; and
|
•
|
consolidate, merge or transfer all or substantially all of our assets and the assets of our subsidiaries on a consolidated basis.
|
•
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properly anticipate and satisfy customer needs, including increasing demand for lower cost products;
|
•
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enhance, innovate, develop and manufacture new offerings in an economical and timely manner;
|
•
|
differentiate our offerings from competitors’ offerings;
|
•
|
achieve positive clinical outcomes for our customers’ new products;
|
•
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meet safety requirements and other regulatory requirements of government agencies;
|
•
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obtain valid and enforceable intellectual property rights; and
|
•
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avoid infringing the proprietary rights of third parties.
|
•
|
facilitate the manufacture and distribution of thousands of inventory items to and from our facilities;
|
•
|
receive, process and ship orders on a timely basis;
|
•
|
manage the accurate billing and collections for thousands of customers;
|
•
|
manage the accurate accounting and payment for thousands of vendors; and
|
•
|
schedule and operate our global network of development, manufacturing and packaging facilities.
|
•
|
pay substantial damages (potentially treble damages in the United States);
|
•
|
cease the manufacture, use or sale of the infringing offerings or processes;
|
•
|
discontinue the use of the infringing technology;
|
•
|
expend significant resources to develop non-infringing technology;
|
•
|
license technology from the third party claiming infringement, which license may not be available on commercially reasonable terms, or may not be available at all; and
|
•
|
lose the opportunity to license our technology to others or to collect royalty payments based upon successful protection and assertion of our intellectual property against others.
|
ITEM 1B.
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UNRESOLVED STAFF COMMENTS
|
|
Facility Sites
|
|
Country
|
|
Region
|
|
Segment
|
|
Total Square Footage
|
|
Leased/Owned
|
|
1
|
Kakegawa
|
|
Japan
|
|
Asia Pacific
|
|
Oral Technologies
|
|
107,300
|
|
|
Owned
|
2
|
Braeside
|
|
Australia
|
|
Asia Pacific
|
|
Oral Technologies
|
|
163,100
|
|
|
Owned
|
3
|
Beinheim
|
|
France
|
|
Europe
|
|
Oral Technologies
|
|
78,100
|
|
|
Owned
|
4
|
Eberbach
|
|
Germany
|
|
Europe
|
|
Oral Technologies
|
|
370,580
|
|
|
Leased
|
5
|
Aprilia
|
|
Italy
|
|
Europe
|
|
Oral Technologies
|
|
92,010
|
|
|
Owned
|
6
|
Swindon
|
|
United Kingdom
|
|
Europe
|
|
Oral Technologies
|
|
253,314
|
|
|
Owned
|
7
|
Somerset, NJ
|
|
USA
|
|
North America
|
|
Oral Technologies
|
|
265,000
|
|
|
Owned
|
8
|
Winchester, KY
|
|
USA
|
|
North America
|
|
Oral Technologies
|
|
120,000
|
|
|
Owned
|
9
|
St. Petersburg, FL
|
|
USA
|
|
North America
|
|
Oral Technologies
|
|
328,073
|
|
|
Owned
|
10
|
Buenos Aires
|
|
Argentina
|
|
South America
|
|
Oral Technologies
|
|
265,000
|
|
|
Owned
|
11
|
Sorocaba
|
|
Brazil
|
|
South America
|
|
Oral Technologies
|
|
88,993
|
|
|
Owned
|
12
|
Schorndorf
|
|
Germany
|
|
Europe
|
|
Oral Technologies
|
|
166,027
|
|
|
Owned
|
13
|
Brussels
|
|
Belgium
|
|
Europe
|
|
Medication Delivery Solutions
|
|
302,961
|
|
|
Leased/Owned
|
14
|
Limoges
|
|
France
|
|
Europe
|
|
Medication Delivery Solutions
|
|
179,000
|
|
|
Owned
|
15
|
Woodstock, IL
|
|
USA
|
|
North America
|
|
Medication Delivery Solutions
|
|
421,665
|
|
|
Owned
|
16
|
Madison, WI
|
|
USA
|
|
North America
|
|
Medication Delivery Solutions
|
|
102,723
|
|
|
Leased
|
17
|
Schorndorf
|
|
Germany
|
|
Europe
|
|
Development & Clinical Services
|
|
54,693
|
|
|
Owned
|
18
|
Bolton
|
|
United Kingdom
|
|
Europe
|
|
Development & Clinical Services
|
|
60,830
|
|
|
Owned
|
19
|
Philadelphia, PA
|
|
USA
|
|
North America
|
|
Development & Clinical Services
|
|
140,716
|
|
|
Leased/Owned
|
20
|
Morrisville, NC
|
|
USA
|
|
North America
|
|
Development & Clinical Services
|
|
186,406
|
|
|
Leased
|
21
|
Allendale, NJ
|
|
USA
|
|
North America
|
|
Development & Clinical Services
|
|
70,932
|
|
|
Leased
|
22
|
Kansas City, MO
|
|
USA
|
|
North America
|
|
Development & Clinical Services
|
|
410,000
|
|
|
Owned
|
23
|
Deeside
|
|
United Kingdom
|
|
Europe
|
|
Development & Clinical Services
|
|
127,533
|
|
|
Leased
|
24
|
Bathgate
|
|
United Kingdom
|
|
Europe
|
|
Development & Clinical Services
|
|
191,000
|
|
|
Owned
|
25
|
Singapore
|
|
Singapore
|
|
Asia Pacific
|
|
Development & Clinical Services
|
|
7,942
|
|
|
Leased
|
26
|
Shanghai
|
|
China
|
|
Asia Pacific
|
|
Development & Clinical Services
|
|
31,000
|
|
|
Leased
|
|
Total
|
|
|
|
|
|
|
|
4,584,898
|
|
|
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
Year Ended June 30,
|
||||||||||||||||||
(Dollars in millions, except as noted)
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net revenue
|
$
|
1,398.8
|
|
|
$
|
1,480.4
|
|
|
$
|
1,531.8
|
|
|
$
|
1,694.8
|
|
|
$
|
1,800.3
|
|
Cost of products sold
|
1,018.1
|
|
|
1,039.5
|
|
|
1,029.7
|
|
|
1,136.2
|
|
|
1,231.7
|
|
|||||
Gross margin
|
380.7
|
|
|
440.9
|
|
|
502.1
|
|
|
558.6
|
|
|
568.6
|
|
|||||
Selling, general and administrative expenses
|
241.4
|
|
|
270.1
|
|
|
288.3
|
|
|
348.1
|
|
|
340.6
|
|
|||||
Impairment charges and (gain)/loss on sale of assets
|
139.4
|
|
|
214.8
|
|
|
3.6
|
|
|
1.8
|
|
|
5.2
|
|
|||||
Restructuring and other
|
15.4
|
|
|
17.7
|
|
|
12.5
|
|
|
19.5
|
|
|
18.4
|
|
|||||
Property and casualty (gain)/loss, net *
|
—
|
|
|
—
|
|
|
11.6
|
|
|
(8.8
|
)
|
|
—
|
|
|||||
Operating earnings/(loss)
|
(15.5
|
)
|
|
(61.7
|
)
|
|
186.1
|
|
|
198.0
|
|
|
204.4
|
|
|||||
Interest expense, net
|
182.0
|
|
|
161.0
|
|
|
165.5
|
|
|
183.2
|
|
|
203.2
|
|
|||||
Other (income)/expense, net
|
(17.0
|
)
|
|
(7.3
|
)
|
|
26.0
|
|
|
(3.8
|
)
|
|
25.1
|
|
|||||
Earnings/(loss) from continuing operations before income taxes
|
(180.5
|
)
|
|
(215.4
|
)
|
|
(5.4
|
)
|
|
18.6
|
|
|
(23.9
|
)
|
|||||
Income tax expense/(benefit)
|
17.0
|
|
|
21.9
|
|
|
23.7
|
|
|
16.5
|
|
|
24.1
|
|
|||||
Earnings/(loss) from continuing operations
|
(197.5
|
)
|
|
(237.3
|
)
|
|
(29.1
|
)
|
|
2.1
|
|
|
(48.0
|
)
|
|||||
Earnings/(loss) from discontinued operations, net of tax
|
(111.2
|
)
|
|
(49.7
|
)
|
|
(21.0
|
)
|
|
(41.3
|
)
|
|
1.2
|
|
|||||
Net earnings/(loss)
|
(308.7
|
)
|
|
(287.0
|
)
|
|
(50.1
|
)
|
|
(39.2
|
)
|
|
(46.8
|
)
|
|||||
Less: Net earnings/(loss) attributable to noncontrolling interest, net of tax
|
(0.6
|
)
|
|
2.6
|
|
|
3.9
|
|
|
1.2
|
|
|
(0.1
|
)
|
|||||
Net earnings/(loss) attributable to Catalent
|
$
|
(308.1
|
)
|
|
$
|
(289.6
|
)
|
|
$
|
(54.0
|
)
|
|
$
|
(40.4
|
)
|
|
$
|
(46.7
|
)
|
*
|
In March 2011, a U.K. based packaging facility was damaged by fire. Amounts reported are net of insurance recovery.
|
|
Year Ended June 30,
|
||||||||||||||||||
(Dollars in millions)
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
||||||||||
Balance Sheet Data (at period end):
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
63.9
|
|
|
$
|
164.0
|
|
|
$
|
205.1
|
|
|
$
|
139.0
|
|
|
$
|
106.4
|
|
Goodwill
|
1,071.0
|
|
|
848.9
|
|
|
906.0
|
|
|
1,029.9
|
|
|
1,023.4
|
|
|||||
Total assets
|
3,131.8
|
|
|
2,727.4
|
|
|
2,831.2
|
|
|
3,139.0
|
|
|
3,056.8
|
|
|||||
Long term debt, including current portion and other short term borrowing
|
2,345.8
|
|
|
2,268.9
|
|
|
2,346.6
|
|
|
2,683.5
|
|
|
2,691.6
|
|
|||||
Total liabilities
|
3,051.3
|
|
|
2,990.9
|
|
|
3,041.1
|
|
|
3,489.7
|
|
|
3,467.1
|
|
|||||
Total shareholder’s equity/(deficit)
|
$
|
80.5
|
|
|
$
|
(263.5
|
)
|
|
$
|
(209.9
|
)
|
|
$
|
(350.7
|
)
|
|
$
|
(410.3
|
)
|
|
Year Ended June 30,
|
||||||||||||||||||
(Dollars in millions)
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
||||||||||
Other Financial Data:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Capital expenditures
|
$
|
75.9
|
|
|
$
|
70.5
|
|
|
$
|
87.3
|
|
|
$
|
104.2
|
|
|
$
|
122.5
|
|
Ratio of Earnings to Fixed Charges
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
1.1x
|
|
|
—
|
|
|||||
Net cash provided by/(used in) continuing operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating activities
|
62.2
|
|
|
231.5
|
|
|
111.6
|
|
|
87.7
|
|
|
139.1
|
|
|||||
Investing activities
|
(74.0
|
)
|
|
(70.2
|
)
|
|
(83.3
|
)
|
|
(538.2
|
)
|
|
(122.1
|
)
|
|||||
Financing activities
|
7.2
|
|
|
(56.7
|
)
|
|
(26.1
|
)
|
|
352.9
|
|
|
(49.3
|
)
|
|||||
Net cash provided by/(used in) discontinued operations:
|
3.7
|
|
|
5.8
|
|
|
21.0
|
|
|
43.9
|
|
|
(1.4
|
)
|
|||||
Effect of foreign currency on cash
|
$
|
(7.6
|
)
|
|
$
|
(10.3
|
)
|
|
$
|
17.9
|
|
|
$
|
(12.4
|
)
|
|
1.1
|
|
(1)
|
The ratio of earnings to fixed charges is calculated by dividing the sum of earnings from continuing operations before income taxes, equity in earnings (loss) from non-consolidated investments and fixed charges, by fixed charges. Fixed charges consist of interest expenses, capitalized interest and imputed interest on our leased obligations. For fiscal years
2009
,
2010
,
2011
, and
2013
, earnings were insufficient to cover fixed charges by
$178.0 million
,
$214.3 million
, $
4.0 million
, and $
25.9 million
, respectively. For fiscal year
2012
, the ratio of earnings to fixed charges was
1.1x
.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Development & Clinical Services.
We provide manufacturing, packaging, storage and inventory management for drugs and biologics in clinical trials. We offer customers flexible solutions for clinical supplies production, and provide distribution and inventory management support for both simple and complex clinical trials. This includes dose form manufacturing or over-encapsulation where needed, supplying placebos, comparator drug procurement, clinical packages and kits for physicians and patients, inventory management, investigator kit ordering and fulfillment, and return supply reconciliation and reporting. We support trials in all regions of the world through our facilities and distribution network. In fiscal 2012 we substantially expanded this business via the Aptuit CTS acquisition in February 2012, and in fiscal 2013 we formed a joint venture to expand our clinical supply services network into China. Refer to Note 2 to the Consolidated Financial Statements for further discussion.
|
•
|
Oral Technologies
. We provide advanced oral delivery technologies, including formulation, development and manufacturing of oral dose forms for prescription and consumer health products across all phases of a molecule's lifecycle. These oral dose forms include softgel, modified release and immediate release solid oral technology products. At certain facilities we also provide integrated primary packaging services for the products we manufacture.
|
•
|
Medication Delivery Solutions.
We provide formulation, development and manufacturing services for advanced delivery of drugs and biologics, including products administered via for injection, inhalation and ophthalmic routes, using both traditional and advanced technologies. Our range of injectable manufacturing offerings includes filling drugs or biologics into pre-filled syringes, with flexibility to accommodate other formats within our existing network, focused increasingly on complex pharmaceuticals and biologic. With our range of injectable solutions technologies we are able to meet a wide range of specifications, timelines and budgets. The complexity of the manufacturing process, the importance of experience and know-how, regulatory compliance, and the high start-up capital requirements create significant barriers to entry and, as a result, limit the number of competitors in the market. For example, blow-fill-seal is an advanced aseptic processing technology which uses a continuous process to form, fill with drug, and seal a plastic container in a sterile environment. Blow-fill-seal units is currently used primarily for a variety of pharmaceuticals in liquid form, such as respiratory, ophthalmic and otic products. We are a leader in the outsourced blow-fill-seal market, and operate one of the largest capacity commercial manufacturing blow-fill-seal facilities in the world. Our sterile blow-fill-seal manufacturing has the capacity and flexibility of manufacturing configurations and business provides flexible and scalable solutions for unit-dose delivery of complex formulations such as suspensions and emulsions, products that are temperature, light and/or oxygen-sensitive. We also provide as well as innovative design and engineering container design and manufacturing solutions related to complex container design and manufacturing. Our regulatory expertise can leads to decreased time to commercialization, and our dedicated development production lines support feasibility, stability and clinical runs. We plan to continue to expand our product line in existing and new markets, and in higher margin specialty products with additional respiratory, ophthalmic, and injectable and nasal applications. Representative customers include Pfizer, Sanofi-Aventis, Novartis and Roche.
|
•
|
Fluctuations in overall economic activity within the geographic markets in which we operate;
|
•
|
Sales trends for our customers' products, the level branded and generic product competition they experience, the levels of their outsourcing, and the impact of regulation and healthcare reimbursement upon their products and the timing and uptake of their product launches;
|
•
|
Change in the level of competition we face from our competitors;
|
•
|
Mix of different products or services that we sell and our ability to provide offerings that meet our customers' requirements;
|
•
|
New intellectual property we develop and expiration of our patents;
|
•
|
Changes in prices of our products and services, which are generally relatively stable due to our long-term contracts; and
|
•
|
Fluctuations in exchange rates between foreign currencies, in which a substantial portion of our revenues and expenses are denominated, and the U.S. dollar.
|
•
|
Impairment charges, and (gain)/loss on sale of assets;
|
•
|
Equity compensation;
|
•
|
Restructuring expenses and other special items;
|
•
|
Sponsor advisory fee;
|
•
|
Noncontrolling interest; and
|
•
|
Other income/(expense), net.
|
•
|
The utilization rate of our facilities: as our utilization rate increases, we achieve greater economies of scale as fixed manufacturing costs are spread over a larger number of units produced;
|
•
|
Production volumes: as volumes change, the level of resources employed also fluctuate, including raw materials, component costs, employment costs and other related expenses, and our utilization rate may also be affected;
|
•
|
The mix of different products or services that we sell;
|
•
|
The cost of raw materials, components and general expense;
|
•
|
Implementation of cost control measures and our ability to effect cost savings through our Operational Excellence, Lean Manufacturing and Lean Six Sigma program;
|
•
|
Fluctuations in exchange rates between foreign currencies, in which a substantial portion of our revenues and expenses are denominated, and the U.S. dollar.
|
•
|
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.
|
|
Fiscal Year Ended
June 30, |
|
Increase/(Decrease)
|
|||||||||||
(Dollars in millions)
|
2013
|
|
2012
|
|
Change $
|
|
Change %
|
|||||||
Net revenue
|
$
|
1,800.3
|
|
|
$
|
1,694.8
|
|
|
$
|
105.5
|
|
|
6
|
%
|
Cost of products sold
|
1,231.7
|
|
|
1,136.2
|
|
|
95.5
|
|
|
8
|
%
|
|||
Gross margin
|
568.6
|
|
|
558.6
|
|
|
10.0
|
|
|
2
|
%
|
|||
Selling, general and administrative expenses
|
340.6
|
|
|
348.1
|
|
|
(7.5
|
)
|
|
(2
|
)%
|
|||
Impairment charges and (gain)/loss on sale of assets
|
5.2
|
|
|
1.8
|
|
|
3.4
|
|
|
*
|
|
|||
Restructuring and other
|
18.4
|
|
|
19.5
|
|
|
(1.1
|
)
|
|
(6
|
)%
|
|||
Property and casualty (gain)/loss, net
|
—
|
|
|
(8.8
|
)
|
|
8.8
|
|
|
*
|
|
|||
Operating earnings/(loss)
|
204.4
|
|
|
198.0
|
|
|
6.4
|
|
|
3
|
%
|
|||
Interest expense, net
|
203.2
|
|
|
183.2
|
|
|
20.0
|
|
|
11
|
%
|
|||
Other (income)/expense, net
|
25.1
|
|
|
(3.8
|
)
|
|
28.9
|
|
|
*
|
|
|||
Earnings/(loss) from continuing operations before income taxes
|
(23.9
|
)
|
|
18.6
|
|
|
(42.5
|
)
|
|
*
|
|
|||
Income tax expense/(benefit)
|
24.1
|
|
|
16.5
|
|
|
7.6
|
|
|
46
|
%
|
|||
Earnings/(loss) from continuing operations
|
(48.0
|
)
|
|
2.1
|
|
|
(50.1
|
)
|
|
*
|
|
|||
Net earnings/(loss) from discontinued operations, net of tax
|
1.2
|
|
|
(41.3
|
)
|
|
42.5
|
|
|
*
|
|
|||
Net earnings/(loss)
|
(46.8
|
)
|
|
(39.2
|
)
|
|
(7.6
|
)
|
|
19
|
%
|
|||
Less: Net earnings/(loss) attributable to noncontrolling interest, net of tax
|
(0.1
|
)
|
|
1.2
|
|
|
(1.3
|
)
|
|
*
|
|
|||
Net earnings/(loss) attributable to Catalent
|
$
|
(46.7
|
)
|
|
$
|
(40.4
|
)
|
|
$
|
(6.3
|
)
|
|
16
|
%
|
|
Fiscal Year Ended
June 30, |
|
Increase/(Decrease)
|
|||||||||||
(Dollars in millions)
|
2013
|
|
2012
|
|
Change $
|
|
Change %
|
|||||||
Oral Technologies
|
|
|
|
|
|
|
|
|||||||
Net revenue
|
$
|
1,186.3
|
|
|
$
|
1,220.2
|
|
|
$
|
(33.9
|
)
|
|
(3
|
)%
|
Segment EBITDA
|
315.7
|
|
|
334.6
|
|
|
(18.9
|
)
|
|
(6
|
)%
|
|||
Medication Delivery Solutions
|
|
|
|
|
|
|
|
|||||||
Net revenue
|
219.3
|
|
|
223.9
|
|
|
(4.6
|
)
|
|
(2
|
)%
|
|||
Segment EBITDA
|
31.5
|
|
|
27.5
|
|
|
4.0
|
|
|
15
|
%
|
|||
Development and Clinical Services
|
|
|
|
|
|
|
|
|||||||
Net revenue
|
404.8
|
|
|
268.3
|
|
|
136.5
|
|
|
51
|
%
|
|||
Segment EBITDA
|
75.0
|
|
|
53.0
|
|
|
22.0
|
|
|
42
|
%
|
|||
Inter-segment revenue elimination
|
(10.1
|
)
|
|
(17.6
|
)
|
|
7.5
|
|
|
43
|
%
|
|||
Unallocated Costs
(1)
|
(90.6
|
)
|
|
(84.8
|
)
|
|
5.8
|
|
|
7
|
%
|
|||
Combined Total
|
|
|
|
|
|
|
|
|||||||
Net revenue
|
1,800.3
|
|
|
1,694.8
|
|
|
105.5
|
|
|
6
|
%
|
|||
EBITDA from continuing operations
|
$
|
331.6
|
|
|
$
|
330.3
|
|
|
$
|
1.3
|
|
|
*
|
|
(1)
|
Unallocated costs includes equity-based compensation, 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)
|
2013
|
|
2012
|
||||
Impairment charges and gain/(loss) on sale of assets
|
$
|
(5.2
|
)
|
|
$
|
(1.8
|
)
|
Equity compensation
|
(2.8
|
)
|
|
(3.7
|
)
|
||
Restructuring and other special items
(2)
|
(29.0
|
)
|
|
(45.8
|
)
|
||
Property and casualty losses
|
—
|
|
|
8.8
|
|
||
Sponsor advisory fee
|
(12.4
|
)
|
|
(11.8
|
)
|
||
Noncontrolling interest
|
0.1
|
|
|
(1.2
|
)
|
||
Other income/(expense), net
(3)
|
(25.1
|
)
|
|
3.8
|
|
||
Non-allocated corporate costs, net
|
(16.2
|
)
|
|
(33.1
|
)
|
||
Total unallocated costs
|
$
|
(90.6
|
)
|
|
$
|
(84.8
|
)
|
(2)
|
Segment results do not include restructuring and certain acquisition related costs
|
(3)
|
Primarily relates to realized and unrealized gains/(losses) related to foreign currency translation and expenses related to financing transactions during the period.
|
|
Fiscal Year Ended
June 30, |
||||||
(Dollars in millions)
|
2013
|
|
2012
|
||||
Earnings/(loss) from continuing operations
|
$
|
(48.0
|
)
|
|
$
|
2.1
|
|
Depreciation and amortization
|
152.2
|
|
|
129.7
|
|
||
Interest expense, net
|
203.2
|
|
|
183.2
|
|
||
Income tax (benefit)/expense
|
24.1
|
|
|
16.5
|
|
||
Noncontrolling interest
|
0.1
|
|
|
(1.2
|
)
|
||
EBITDA from continuing operations
|
$
|
331.6
|
|
|
$
|
330.3
|
|
|
Fiscal Year Ended
June 30, |
|
Increase/(Decrease)
|
|||||||||||
(Dollars in millions)
|
2012
|
|
2011
|
|
Change $
|
|
Change %
|
|||||||
Net revenue
|
$
|
1,694.8
|
|
|
$
|
1,531.8
|
|
|
$
|
163.0
|
|
|
11
|
%
|
Cost of products sold
|
1,136.2
|
|
|
1,029.7
|
|
|
106.5
|
|
|
10
|
%
|
|||
Gross margin
|
558.6
|
|
|
502.1
|
|
|
56.5
|
|
|
11
|
%
|
|||
Selling, general and administrative expenses
|
348.1
|
|
|
288.3
|
|
|
59.8
|
|
|
21
|
%
|
|||
Impairment charges and (gain)/loss on sale of assets
|
1.8
|
|
|
3.6
|
|
|
(1.8
|
)
|
|
*
|
|
|||
Restructuring and other
|
19.5
|
|
|
12.5
|
|
|
7.0
|
|
|
56
|
%
|
|||
Property and casualty (gain)/loss, net
|
(8.8
|
)
|
|
11.6
|
|
|
(20.4
|
)
|
|
*
|
|
|||
Operating earnings/(loss)
|
198.0
|
|
|
186.1
|
|
|
11.9
|
|
|
6
|
%
|
|||
Interest expense, net
|
183.2
|
|
|
165.5
|
|
|
17.7
|
|
|
11
|
%
|
|||
Other (income)/expense, net
|
(3.8
|
)
|
|
26.0
|
|
|
(29.8
|
)
|
|
*
|
|
|||
Earnings/(loss) from continuing operations before income taxes
|
18.6
|
|
|
(5.4
|
)
|
|
24.0
|
|
|
*
|
|
|||
Income tax expense/(benefit)
|
16.5
|
|
|
23.7
|
|
|
(7.2
|
)
|
|
(30
|
)%
|
|||
Earnings/(loss) from continuing operations
|
2.1
|
|
|
(29.1
|
)
|
|
31.2
|
|
|
(107
|
)%
|
|||
Net earnings /(loss) from discontinued operations, net of tax
|
(41.3
|
)
|
|
(21.0
|
)
|
|
(20.3
|
)
|
|
97
|
%
|
|||
Net earnings/(loss)
|
(39.2
|
)
|
|
(50.1
|
)
|
|
10.9
|
|
|
(22
|
)%
|
|||
Less: Net earnings/(loss) attributable to noncontrolling interest, net of tax
|
1.2
|
|
|
3.9
|
|
|
(2.7
|
)
|
|
(69
|
)%
|
|||
Net earnings/(loss) attributable to Catalent
|
$
|
(40.4
|
)
|
|
$
|
(54.0
|
)
|
|
$
|
13.6
|
|
|
(25
|
)%
|
|
Fiscal Year Ended
June 30, |
|
Increase/(Decrease)
|
|||||||||||
(Dollars in millions)
|
2012
|
|
2011
|
|
Change $
|
|
Change %
|
|||||||
Oral Technologies
|
|
|
|
|
|
|
|
|||||||
Net revenue
|
$
|
1,220.2
|
|
|
$
|
1,159.0
|
|
|
$
|
61.2
|
|
|
5
|
%
|
Segment EBITDA
|
334.6
|
|
|
308.4
|
|
|
26.2
|
|
|
8
|
%
|
|||
Medication Delivery Solutions
|
|
|
|
|
|
|
|
|||||||
Net revenue
|
223.9
|
|
|
238.6
|
|
|
(14.7
|
)
|
|
(6
|
)%
|
|||
Segment EBITDA
|
27.5
|
|
|
33.5
|
|
|
(6.0
|
)
|
|
(18
|
)%
|
|||
Development and Clinical Services
|
|
|
|
|
|
|
|
|||||||
Net revenue
|
268.3
|
|
|
157.0
|
|
|
111.3
|
|
|
71
|
%
|
|||
Segment EBITDA
|
53.0
|
|
|
30.1
|
|
|
22.9
|
|
|
76
|
%
|
|||
Inter-segment revenue elimination
|
(17.6
|
)
|
|
(22.8
|
)
|
|
5.2
|
|
|
23
|
%
|
|||
Unallocated Costs(1)
|
(84.8
|
)
|
|
(100.3
|
)
|
|
15.5
|
|
|
15
|
%
|
|||
Combined Total
|
|
|
|
|
|
|
|
|||||||
Net revenue
|
1,694.8
|
|
|
1531.8
|
|
|
163.0
|
|
|
11
|
%
|
|||
EBITDA from continuing operations
|
$
|
330.3
|
|
|
$
|
271.7
|
|
|
$
|
58.6
|
|
|
22
|
%
|
(1)
|
Unallocated costs includes U.S. GAAP restructuring and other, equity-based compensation, 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)
|
2012
|
|
2011
|
||||
Impairment charges and gain/(loss) on sale of assets
|
$
|
(1.8
|
)
|
|
$
|
(3.6
|
)
|
Equity compensation
|
(3.7
|
)
|
|
(3.9
|
)
|
||
Restructuring and other items
(2)
|
(45.8
|
)
|
|
(24.9
|
)
|
||
Property and casualty losses
|
8.8
|
|
|
(11.6
|
)
|
||
Sponsor advisory fee
|
(11.8
|
)
|
|
(10.6
|
)
|
||
Noncontrolling interest
|
(1.2
|
)
|
|
(3.9
|
)
|
||
Other income/(expense), net
(3)
|
3.8
|
|
|
(26.0
|
)
|
||
Non-allocated corporate costs, net
|
(33.1
|
)
|
|
(15.8
|
)
|
||
Total unallocated costs
|
$
|
(84.8
|
)
|
|
$
|
(100.3
|
)
|
(2)
|
Segment results do not include restructuring and certain acquisition related costs
|
(3)
|
Primarily relates to realized and unrealized gains/(losses) related to foreign currency translation and expenses related to financing transactions during the period.
|
|
Fiscal Year Ended
June 30, |
||||||
(Dollars in millions)
|
2012
|
|
2011
|
||||
Earnings/(loss) from continuing operations
|
$
|
2.1
|
|
|
$
|
(29.1
|
)
|
Depreciation and amortization
|
129.7
|
|
|
115.5
|
|
||
Interest expense, net
|
183.2
|
|
|
165.5
|
|
||
Income tax (benefit)/expense
|
16.5
|
|
|
23.7
|
|
||
Noncontrolling interest
|
(1.2
|
)
|
|
(3.9
|
)
|
||
EBITDA from continuing operations
|
$
|
330.3
|
|
|
$
|
271.7
|
|
|
Fiscal Year Ended
June 30, |
|
|
||||||||
(in millions)
|
2013
|
|
2012
|
|
$ Change
|
||||||
Net cash provided by/(used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
139.1
|
|
|
$
|
87.7
|
|
|
$
|
51.4
|
|
Investing activities
|
$
|
(122.1
|
)
|
|
$
|
(538.2
|
)
|
|
$
|
416.1
|
|
Financing activities
|
$
|
(49.3
|
)
|
|
$
|
352.9
|
|
|
$
|
(402.2
|
)
|
|
Fiscal Year Ended
June 30, |
|
|
||||||||
(in millions)
|
2012
|
|
2011
|
|
$ Change
|
||||||
Net cash provided by/(used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
87.7
|
|
|
$
|
111.6
|
|
|
$
|
(23.9
|
)
|
Investing activities
|
$
|
(538.2
|
)
|
|
$
|
(83.3
|
)
|
|
$
|
(454.9
|
)
|
Financing activities
|
$
|
352.9
|
|
|
$
|
(26.1
|
)
|
|
$
|
379.0
|
|
•
|
a pledge of 100% of the capital stock of the Company and 100% of the equity interests directly held by the Company and each guarantor in any wholly-owned material subsidiary of the Company or any guarantor (which pledge, in the case of any non-U.S. subsidiary of a U.S. subsidiary, will not include more than 65% of the voting stock of a first tier non-U.S. subsidiary); and
|
•
|
a security interest in, and mortgages on, substantially all tangible and intangible assets of the Company and of each guarantor, subject to certain limited exceptions.
|
•
|
does not include non-cash stock-based employee compensation expense and certain other non-cash charges;
|
•
|
does not include cash and non-cash restructuring, severance and relocation costs incurred to realize future cost savings and enhance our operations;
|
•
|
adds back noncontrolling interest expense, which represents minority investors’ ownership of certain of our consolidated subsidiaries and is, therefore, not available to us; and
|
•
|
includes estimated cost savings which have not yet been fully reflected in our results.
|
|
Last Twelve Months Ended
|
||
(Dollars in millions)
|
June 30, 2013
|
||
Earnings/(loss) from continuing operations
|
$
|
(48.0
|
)
|
Interest expense, net
|
203.2
|
|
|
Income tax (benefit)/provision
|
24.1
|
|
|
Depreciation and amortization
|
152.2
|
|
|
Noncontrolling interest
|
0.1
|
|
|
EBITDA from continuing operations
|
331.6
|
|
|
|
|
||
Equity compensation
(1)
|
2.8
|
|
|
Impairment charges and (gain)/loss on sale of assets
(2)
|
5.2
|
|
|
Financing related expenses
|
16.9
|
|
|
U.S. GAAP Restructuring
(3)
|
18.4
|
|
|
Acquisition, integration and other special items
(4)
|
15.5
|
|
|
Foreign Exchange loss(gain) (included in other, net)
(5)
|
5.7
|
|
|
Other adjustments
|
4.2
|
|
|
Sponsor monitoring fee
(6)
|
12.4
|
|
|
Subtotal
|
412.7
|
|
|
Estimated cost savings
|
—
|
|
|
Adjusted EBITDA
|
$
|
412.7
|
|
(1)
|
Reflects non-cash stock-based compensation expense under the provisions of ASC 718
Compensation – Stock Compensation.
|
(2)
|
Reflects non-cash asset impairment charges or gains and losses from the sale of assets not included in U.S. GAAP Restructuring discussed below.
|
(3)
|
Reflects U.S. GAAP restructuring charges which were primarily attributable to activities which focus on various aspects of operations, including consolidating certain operations, rationalizing headcount and aligning operations in a more strategic and cost-efficient structure to optimize our business.
|
(4)
|
Primarily reflects acquisition and ongoing integration related costs attributable to the acquisition of the Aptuit CTS business and the purchase of the remaining 49% non-controlling interest in our joint venture in Eberbach, Germany.
|
(5)
|
The twelve months ended
June 30, 2013
included $6.6 million of unrealized foreign currency exchange rate losses primarily driven by inter-company loans denominated in a currency different from the functional currency of either the borrower or the lender. The foreign exchange adjustment was also impacted by the exclusion of realized foreign currency exchange rate gains from the non-cash and cash settlement of inter-company loans of $0.9 million. Inter-company loans are between Catalent entities and do not reflect the ongoing results of the companies trade operations.
|
(6)
|
Represents amount of sponsor advisory fee. See Related Party Transactions (Note 11) of the Consolidated Financial Statements.
|
(Dollars in millions)
|
2014
|
2015-2016
|
2017-2018
|
Thereafter
|
Total
|
|||||||||||
Long–term debt obligations
(1)
|
$
|
32.9
|
|
$
|
41.7
|
|
$
|
2,221.8
|
|
$
|
332.7
|
|
$
|
2,629.1
|
|
|
Capital lease obligations
(2)
|
2.1
|
|
4.6
|
|
5.5
|
|
50.3
|
|
$
|
62.5
|
|
|||||
Operating leases
(3)
|
6.5
|
|
9.2
|
|
4.3
|
|
6.1
|
|
$
|
26.1
|
|
|||||
Purchase obligations
(4)
|
21.3
|
|
2.6
|
|
0.2
|
|
—
|
|
$
|
24.1
|
|
|||||
Other long-term liabilities
(5)
|
15.9
|
|
5.1
|
|
5.3
|
|
34.1
|
|
$
|
60.4
|
|
|||||
|
|
|
|
|
|
|||||||||||
Total financial obligations
|
$
|
78.7
|
|
$
|
63.2
|
|
$
|
2,237.1
|
|
$
|
423.2
|
|
$
|
2,802.2
|
|
(1)
|
Represents maturities of our long-term debt obligations excluding capital lease obligations.
|
(2)
|
Represents maturities of our capital lease obligations included within long-term debt on our balance sheet.
|
(3)
|
Represents minimum rental payments for operating leases having initial or remaining non-cancelable lease terms.
|
(4)
|
Purchase obligations includes agreements to purchase goods or services that are enforceable and legally binding which specify all significant terms, including the following: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and approximate timing of the transaction. Purchase obligations disclosed above may include estimates of the time period in which cash outflows will occur. Purchase orders entered into in the normal course of business and authorizations to purchase that involve no firm commitment from either party are excluded from the above table. In addition, contracts that can be unilaterally canceled with no termination fee or with proper notice are excluded from our total purchase obligations except for the amount of the termination fee or the minimum amount of goods that must be purchased during the requisite notice period.
|
(5)
|
Primarily related to liabilities associated with long term employee incentive and deferred compensation plans.
|
Item 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Item 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
Year Ended June 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Net revenue
|
$
|
1,800.3
|
|
|
$
|
1,694.8
|
|
|
$
|
1,531.8
|
|
Cost of products sold
|
1,231.7
|
|
|
1,136.2
|
|
|
1,029.7
|
|
|||
Gross margin
|
568.6
|
|
|
558.6
|
|
|
502.1
|
|
|||
Selling, general and administrative expenses
|
340.6
|
|
|
348.1
|
|
|
288.3
|
|
|||
Impairment charges and (gain)/loss on sale of assets
|
5.2
|
|
|
1.8
|
|
|
3.6
|
|
|||
Restructuring and other
|
18.4
|
|
|
19.5
|
|
|
12.5
|
|
|||
Property and casualty (gain)/loss, net
|
—
|
|
|
(8.8
|
)
|
|
11.6
|
|
|||
Operating earnings/(loss)
|
204.4
|
|
|
198.0
|
|
|
186.1
|
|
|||
Interest expense, net
|
203.2
|
|
|
183.2
|
|
|
165.5
|
|
|||
Other (income)/expense, net
|
25.1
|
|
|
(3.8
|
)
|
|
26.0
|
|
|||
Earnings/(loss) from continuing operations before income taxes
|
(23.9
|
)
|
|
18.6
|
|
|
(5.4
|
)
|
|||
Income tax expense/(benefit)
|
24.1
|
|
|
16.5
|
|
|
23.7
|
|
|||
Earnings/(loss) from continuing operations
|
(48.0
|
)
|
|
2.1
|
|
|
(29.1
|
)
|
|||
Net earnings/(loss) from discontinued operations, net of tax
|
1.2
|
|
|
(41.3
|
)
|
|
(21.0
|
)
|
|||
Net earnings/(loss)
|
(46.8
|
)
|
|
(39.2
|
)
|
|
(50.1
|
)
|
|||
Less: Net earnings/(loss) attributable to noncontrolling interest, net of tax
|
(0.1
|
)
|
|
1.2
|
|
|
3.9
|
|
|||
Net earnings/(loss) attributable to Catalent
|
$
|
(46.7
|
)
|
|
$
|
(40.4
|
)
|
|
$
|
(54.0
|
)
|
|
Year Ended June 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Net earnings/(loss)
|
$
|
(46.8
|
)
|
|
$
|
(39.2
|
)
|
|
$
|
(50.1
|
)
|
Other comprehensive income/(loss), net of tax
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustments
|
(47.9
|
)
|
|
(27.3
|
)
|
|
62.4
|
|
|||
Defined benefit pension plan
|
8.7
|
|
|
(26.5
|
)
|
|
18.7
|
|
|||
Deferred compensation/(benefit)
|
0.8
|
|
|
0.1
|
|
|
0.9
|
|
|||
Earnings/(loss) on derivatives for the period
|
21.6
|
|
|
15.2
|
|
|
12.5
|
|
|||
Other comprehensive income/(loss), net of tax
|
(16.8
|
)
|
|
(38.5
|
)
|
|
94.5
|
|
|||
Comprehensive income/(loss)
|
(63.6
|
)
|
|
(77.7
|
)
|
|
44.4
|
|
|||
Comprehensive income/(loss) attributable to noncontrolling interest
|
0.1
|
|
|
(1.9
|
)
|
|
7.9
|
|
|||
Comprehensive income/(loss) attributable to Catalent
|
$
|
(63.7
|
)
|
|
$
|
(75.8
|
)
|
|
$
|
36.5
|
|
|
June 30,
2013 |
|
June 30,
2012 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
106.4
|
|
|
$
|
139.0
|
|
Trade receivables, net
|
358.0
|
|
|
338.3
|
|
||
Inventories
|
124.9
|
|
|
118.7
|
|
||
Prepaid expenses and other
|
88.6
|
|
|
108.7
|
|
||
Total current assets
|
677.9
|
|
|
704.7
|
|
||
Property, plant, and equipment, net
|
814.5
|
|
|
809.7
|
|
||
Other assets:
|
|
|
|
||||
Goodwill
|
1,023.4
|
|
|
1,029.9
|
|
||
Other intangibles, net
|
372.2
|
|
|
417.7
|
|
||
Deferred income taxes, net
|
132.2
|
|
|
135.2
|
|
||
Other
|
36.6
|
|
|
41.8
|
|
||
Total assets
|
$
|
3,056.8
|
|
|
$
|
3,139.0
|
|
LIABILITIES AND SHAREHOLDER’S DEFICIT
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of long-term obligations and other short-term borrowings
|
$
|
35.0
|
|
|
$
|
43.2
|
|
Accounts payable
|
150.8
|
|
|
134.2
|
|
||
Other accrued liabilities
|
224.5
|
|
|
261.9
|
|
||
Total current liabilities
|
410.3
|
|
|
439.3
|
|
||
Long-term obligations, less current portion
|
2,656.6
|
|
|
2,640.3
|
|
||
Pension liability
|
134.1
|
|
|
140.3
|
|
||
Deferred income taxes
|
219.1
|
|
|
219.9
|
|
||
Other liabilities
|
47.0
|
|
|
49.9
|
|
||
Commitment and contingencies (see Note 13)
|
|
|
|
|
|
||
Shareholder’s equity/(deficit):
|
|
|
|
||||
Common stock $0.01 par value; 1,000 shared authorized, 100 shares issued
|
—
|
|
|
—
|
|
||
Additional paid in capital
|
1,027.4
|
|
|
1,023.9
|
|
||
Accumulated deficit
|
(1,428.8
|
)
|
|
(1,382.1
|
)
|
||
Accumulated other comprehensive income/(loss)
|
(9.3
|
)
|
|
7.5
|
|
||
Total Catalent shareholder’s equity/(deficit)
|
(410.7
|
)
|
|
(350.7
|
)
|
||
Noncontrolling interest
|
0.4
|
|
|
—
|
|
||
Total shareholder’s deficit
|
(410.3
|
)
|
|
(350.7
|
)
|
||
Total liabilities and shareholder’s deficit
|
$
|
3,056.8
|
|
|
$
|
3,139.0
|
|
|
Common Stock
|
|
Additional Paid in Capital
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive (Loss)/Income
|
|
Noncontrolling Interest
|
|
Total Shareholder's Deficit
|
||||||
Balance at June 30, 2010
|
—
|
|
|
1,074.2
|
|
|
(1,287.7
|
)
|
|
(48.5
|
)
|
|
(1.5
|
)
|
|
(263.5
|
)
|
Equity contribution
|
|
|
3.9
|
|
|
|
|
|
|
|
|
3.9
|
|
||||
Equity compensation
|
|
|
3.9
|
|
|
|
|
|
|
|
|
3.9
|
|
||||
Net earnings/(loss)
|
|
|
|
|
(54.0
|
)
|
|
|
|
3.9
|
|
|
(50.1
|
)
|
|||
Distribution related to noncontrolling interest
|
|
|
|
|
|
|
|
|
(2.6
|
)
|
|
(2.6
|
)
|
||||
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
|
(0.4
|
)
|
|
(0.4
|
)
|
|||
Net change in minimum pension liability, net of tax
|
|
|
|
|
|
|
|
|
|
4.4
|
|
|
4.4
|
|
|||
Other comprehensive income /(loss), net of tax
|
|
|
|
|
|
|
94.5
|
|
|
|
|
94.5
|
|
||||
Balance at June 30, 2011
|
—
|
|
|
1,082.0
|
|
|
(1,341.7
|
)
|
|
46.0
|
|
|
3.8
|
|
|
(209.9
|
)
|
Equity contribution
|
|
|
1.1
|
|
|
|
|
|
|
|
|
1.1
|
|
||||
Equity compensation
|
|
|
3.7
|
|
|
|
|
|
|
|
|
3.7
|
|
||||
Acquisition of noncontrolling interest
|
|
|
(62.9
|
)
|
|
|
|
|
|
(1.9
|
)
|
|
(64.8
|
)
|
|||
Net earnings/(loss)
|
|
|
|
|
(40.4
|
)
|
|
|
|
1.2
|
|
|
(39.2
|
)
|
|||
Net change in minimum pension liability, net of tax
|
|
|
|
|
|
|
|
|
|
(3.1
|
)
|
|
(3.1
|
)
|
|||
Other comprehensive income /(loss), net of tax
|
|
|
|
|
|
|
(38.5
|
)
|
|
|
|
(38.5
|
)
|
||||
Balance at June 30, 2012
|
—
|
|
|
1,023.9
|
|
|
(1,382.1
|
)
|
|
7.5
|
|
|
—
|
|
|
(350.7
|
)
|
Equity contribution
|
|
|
0.7
|
|
|
|
|
|
|
0.5
|
|
|
1.2
|
|
|||
Equity compensation
|
|
|
2.8
|
|
|
|
|
|
|
|
|
2.8
|
|
||||
Net earnings/(loss)
|
|
|
|
|
(46.7
|
)
|
|
|
|
(0.1
|
)
|
|
(46.8
|
)
|
|||
Other comprehensive income /(loss), net of tax
|
|
|
|
|
|
|
(16.8
|
)
|
|
|
|
(16.8
|
)
|
||||
Balance at June 30, 2013
|
—
|
|
|
1,027.4
|
|
|
(1,428.8
|
)
|
|
(9.3
|
)
|
|
0.4
|
|
|
(410.3
|
)
|
|
Fiscal Year Ended
June 30, |
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net earnings/(loss)
|
$
|
(46.8
|
)
|
|
$
|
(39.2
|
)
|
|
$
|
(50.1
|
)
|
Net earnings/(loss) from discontinued operations
|
1.2
|
|
|
(41.3
|
)
|
|
(21.0
|
)
|
|||
Earnings/(loss) from continuing operations
|
(48.0
|
)
|
|
2.1
|
|
|
(29.1
|
)
|
|||
Adjustments to reconcile (loss)/earnings from continued operations to net cash from operations:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
152.2
|
|
|
129.7
|
|
|
115.5
|
|
|||
Non-cash foreign currency transaction (gains)/losses, net
|
6.6
|
|
|
(3.7
|
)
|
|
13.2
|
|
|||
Amortization and write off of debt financing costs
|
19.0
|
|
|
14.7
|
|
|
10.0
|
|
|||
Asset impairments and (gain)/loss on sale of assets
|
5.2
|
|
|
9.8
|
|
|
3.6
|
|
|||
Proceeds from insurance related to long lived assets
|
—
|
|
|
(21.3
|
)
|
|
—
|
|
|||
Call premium and financing fees paid
|
10.8
|
|
|
—
|
|
|
—
|
|
|||
Equity compensation
|
2.8
|
|
|
3.7
|
|
|
3.9
|
|
|||
Provision/(benefit) for deferred income taxes
|
5.4
|
|
|
(2.8
|
)
|
|
6.5
|
|
|||
Provision for bad debts and inventory
|
10.4
|
|
|
9.5
|
|
|
9.5
|
|
|||
Change in operating assets and liabilities:
|
|
|
|
|
—
|
|
|||||
Decrease/(increase) in trade receivables
|
(23.6
|
)
|
|
(64.9
|
)
|
|
(18.9
|
)
|
|||
Decrease/(increase) in inventories
|
(10.5
|
)
|
|
1.4
|
|
|
(2.0
|
)
|
|||
Increase/(decrease) in accounts payable
|
17.9
|
|
|
7.7
|
|
|
(3.5
|
)
|
|||
Other accrued liabilities and operating items, net
|
(9.1
|
)
|
|
1.8
|
|
|
2.9
|
|
|||
Net cash provided by/(used in) operating activities from continuing operations
|
139.1
|
|
|
87.7
|
|
|
111.6
|
|
|||
Net cash provided by/(used in) operating activities from discontinued operations
|
(1.4
|
)
|
|
0.2
|
|
|
(11.9
|
)
|
|||
Net cash provided by/(used in) operating activities
|
137.7
|
|
|
87.9
|
|
|
99.7
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Acquisition of property and equipment and other productive assets
|
(122.5
|
)
|
|
(104.2
|
)
|
|
(87.3
|
)
|
|||
Proceeds from sale of property and equipment
|
2.9
|
|
|
2.2
|
|
|
4.0
|
|
|||
Proceeds from insurance related to long lived assets
|
—
|
|
|
21.3
|
|
|
—
|
|
|||
Payment for acquisitions, net
|
(2.5
|
)
|
|
(457.5
|
)
|
|
—
|
|
|||
Net cash provided by/(used in) investing activities from continuing operations
|
(122.1
|
)
|
|
(538.2
|
)
|
|
(83.3
|
)
|
|||
Net cash provided by/(used in) investing activities from discontinued operations
|
—
|
|
|
43.7
|
|
|
32.9
|
|
|||
Net cash provided by/(used in) investing activities
|
(122.1
|
)
|
|
(494.5
|
)
|
|
(50.4
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Net change in short-term borrowings
|
(3.9
|
)
|
|
(2.9
|
)
|
|
(3.3
|
)
|
|||
Payments related to revolver credit facility fees
|
—
|
|
|
(1.6
|
)
|
|
—
|
|
|||
Proceeds from Borrowing, net
|
672.7
|
|
|
393.3
|
|
|
—
|
|
|||
Payments related to long-term obligations
|
(708.5
|
)
|
|
(37.0
|
)
|
|
(24.1
|
)
|
|||
Call premium and financing fees paid
|
(10.8
|
)
|
|
—
|
|
|
(2.6
|
)
|
|||
Distribution to noncontrolling interest holder
|
—
|
|
|
—
|
|
|
—
|
|
|||
Equity contribution/(redemption)
|
1.2
|
|
|
1.1
|
|
|
3.9
|
|
|||
Net cash (used in)/provided by financing activities from continuing operations
|
(49.3
|
)
|
|
352.9
|
|
|
(26.1
|
)
|
|||
Net cash (used in)/provided by financing activities from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net cash (used in)/provided by financing activities
|
(49.3
|
)
|
|
352.9
|
|
|
(26.1
|
)
|
|||
Effect of foreign currency on cash
|
1.1
|
|
|
(12.4
|
)
|
|
17.9
|
|
|||
NET INCREASE/(DECREASE) IN CASH AND EQUIVALENTS
|
(32.6
|
)
|
|
(66.1
|
)
|
|
41.1
|
|
|||
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD
|
139.0
|
|
|
205.1
|
|
|
164.0
|
|
|||
CASH AND EQUIVALENTS AT END OF PERIOD
|
$
|
106.4
|
|
|
$
|
139.0
|
|
|
$
|
205.1
|
|
SUPPLEMENTARY CASH FLOW INFORMATION:
|
|
|
|
|
|
||||||
Interest paid
|
$
|
200.1
|
|
|
$
|
172.4
|
|
|
$
|
157.6
|
|
Income taxes paid, net
|
$
|
14.2
|
|
|
$
|
23.9
|
|
|
$
|
20.6
|
|
1.
|
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
•
|
Development & Clinical Services
. We provided manufacturing, packaging, storage and inventory management for drugs and biologics in clinical trials. We offer customers flexible solutions for clinical supplies production, and provide distribution and inventory management support for both simple and complex clinical trials. This includes dose form manufacturing or over-encapsulation where needed; supplying placebos, comparator drug procurement and clinical packages and kits for physicians and patients; inventory management; investigator kit ordering and fulfillment; and return supply reconciliation and reporting. We support trials in all regions of the world through our facilities and distribution network. In fiscal 2012 we substantially expanded this business via the Aptuit CTS acquisition in February 2012 (see Note 2 to the Consolidated Financial Statements for further discussion). In fiscal 2013 we formed a joint venture with ShangPharma to expand our clinical supply services network into China.
|
•
|
Oral Technologies
. We provide advanced oral delivery technologies, including formulation, development and manufacturing of oral dose forms for prescription and consumer health products across all phases of a molecule's lifecycle. These oral dose forms include softgel, modified release and immediate release solid oral technology products. At certain facilities we also provide integrated primary packaging services for the products we manufacture.
|
•
|
Medication Delivery Solutions.
We provide formulation, development and manufacturing services for delivery of drugs and biologics, administered via injection, inhalation and ophthalmic routes, using both traditional and advanced technologies. Our range of injectable manufacturing offerings includes filling drugs or biologics into pre-filled syringes, with flexibility to accommodate other formats within our existing network, focused increasingly on complex pharmaceuticals and biologics. With our range of technologies we are able to meet a wide range of specifications, timelines and budgets. The complexity of the manufacturing process, the importance of experience and know-how, regulatory compliance, and high start-up capital requirements create significant barriers to entry and, as a result, limit the number of competitors in the market. For example, blow-fill-seal is an advanced aseptic processing technology which uses a continuous process to form, fill with drug, and seal a plastic container in a sterile environment. Blow-fill-seal units are currently used for a variety of pharmaceuticals in liquid form, such as respiratory, ophthalmic and optic products. We are a leader in the outsourced blow-fill-seal market, and operate one of the largest capacity commercial manufacturing blow-fill-seal facilities in the world. Our sterile blow-fill-seal business provides flexible and scalable solutions for unit-dose delivery of complex formulations such as suspensions and emulsions, as well as innovative design and engineering container design and manufacturing solutions. Our regulatory expertise can lead to decreased time to commercialization, and our dedicated development production lines support feasibility, stability and clinical runs. We plan to continue to expand our product line in existing and new markets, and in higher margin specialty products with additional respiratory, ophthalmic, and injectable applications. Representative customers include Pfizer, Sanofi-Aventis, Novartis and Roche.
|
•
|
Market approach, which is based on market prices and other information from market transactions involving identical or comparable assets or liabilities.
|
•
|
Cost approach, which is based on the cost to acquire or construct comparable assets less an allowance for functional and/or economic obsolescence.
|
•
|
Income approach, which is based on the present value of the future stream of net cash flows.
|
•
|
Quoted prices for identical assets or liabilities in active markets (called Level 1 inputs).
|
•
|
Quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar assets or liabilities in markets that are directly or indirectly observable (called Level 2 inputs).
|
•
|
Unobservable inputs that reflect estimates and assumptions (called level 3 inputs).
|
•
|
|
2.
|
BUSINESS COMBINATIONS
|
(Dollars in millions)
|
Estimated Fair Value
|
|
Estimated Useful Life (in years)
|
||
Customer relationships - finite-lived
|
$
|
171.0
|
|
|
13.0 -15.0
|
Backlog
|
3.0
|
|
|
1.0
|
|
Internally developed software - finite-lived
|
3.4
|
|
|
4.9
|
|
Leasehold assets
|
0.2
|
|
|
4.0
|
|
Total
|
177.6
|
|
|
|
3.
|
GOODWILL
|
(Dollars in millions)
|
Oral
Technologies
|
|
Medication
Delivery
Solutions
|
|
Development
& Clinical
Services
|
|
Total
|
||||||||
Balance at June 30, 2011
(1)
|
$
|
880.8
|
|
|
$
|
—
|
|
|
$
|
25.2
|
|
|
$
|
906.0
|
|
Additions/(impairment)
|
—
|
|
|
—
|
|
|
169.4
|
|
|
169.4
|
|
||||
Foreign currency translation adjustments
|
(41.0
|
)
|
|
—
|
|
|
(4.5
|
)
|
|
(45.5
|
)
|
||||
Balance at June 30, 2012
|
839.8
|
|
|
—
|
|
|
190.1
|
|
|
1,029.9
|
|
||||
Additions/(impairment)
|
—
|
|
|
—
|
|
|
0.9
|
|
|
0.9
|
|
||||
Foreign currency translation adjustments
|
(6.6
|
)
|
|
—
|
|
|
(0.8
|
)
|
|
(7.4
|
)
|
||||
Balance at June 30, 2013
|
$
|
833.2
|
|
|
$
|
—
|
|
|
$
|
190.2
|
|
|
$
|
1,023.4
|
|
(1)
|
The opening balance is reflective of historical impairment charges related to the Medication Delivery Solutions segment of approximately
$158.0 million
.
|
4.
|
DEFINITE LIVED LONG-LIVED ASSETS
|
(Dollars in millions)
|
Gross
Carrying
Value
|
|
Accumulated
Amortization
|
|
Net
Carrying
Value
|
||||||
June 30, 2013
|
|
|
|
|
|
||||||
Amortized intangibles:
|
|
|
|
|
|
||||||
Core technology
|
$
|
143.7
|
|
|
$
|
(44.4
|
)
|
|
$
|
99.3
|
|
Customer relationships
|
214.3
|
|
|
(50.1
|
)
|
|
164.2
|
|
|||
Product relationships
|
227.1
|
|
|
(118.4
|
)
|
|
108.7
|
|
|||
Total intangible assets
|
$
|
585.1
|
|
|
$
|
(212.9
|
)
|
|
$
|
372.2
|
|
(Dollars in millions)
|
Gross
Carrying
Value
|
|
Accumulated
Amortization
|
|
Net
Carrying
Value
|
||||||
June 30, 2012
|
|
|
|
|
|
||||||
Amortized intangibles:
|
|
|
|
|
|
||||||
Core technology
|
$
|
145.0
|
|
|
$
|
(37.5
|
)
|
|
$
|
107.5
|
|
Customer relationships
|
215.6
|
|
|
(33.4
|
)
|
|
182.2
|
|
|||
Product relationships
|
227.6
|
|
|
(99.6
|
)
|
|
128.0
|
|
|||
Total intangible assets
|
$
|
588.2
|
|
|
$
|
(170.5
|
)
|
|
$
|
417.7
|
|
(Dollars in millions)
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
||||||||||
Amortization expense
|
$
|
41.6
|
|
|
$
|
41.2
|
|
|
$
|
41.2
|
|
|
$
|
40.5
|
|
|
$
|
40.5
|
|
(Dollars in millions)
|
Fiscal Year
Ended
June 30, 2013
|
|
Fiscal Year
Ended
June 30, 2012
|
|
Fiscal Year
Ended
June 30, 2011
|
||||||
Restructuring costs:
|
|
|
|
|
|
||||||
Employee-related reorganization
(1)
|
15.1
|
|
|
14.9
|
|
|
6.7
|
|
|||
Asset impairments
|
0.7
|
|
|
2.9
|
|
|
0.6
|
|
|||
Facility exit and other costs
(2)
|
2.6
|
|
|
1.7
|
|
|
5.2
|
|
|||
Total restructuring costs
|
$
|
18.4
|
|
|
$
|
19.5
|
|
|
$
|
12.5
|
|
(1)
|
Employee-related costs consist primarily of severance costs. Outplacement services provided to employees who have been involuntarily terminated and duplicate payroll costs during transition periods are also included within this classification.
|
(2)
|
Facility exit and other costs consist of accelerated depreciation, equipment relocation costs and costs associated with planned facility expansions and closures to streamline our operations.
|
6.
|
LONG-TERM OBLIGATIONS AND OTHER SHORT-TERM BORROWINGS
|
(Dollars in millions)
|
Maturity
|
|
June 30,
2013 |
|
June 30,
2012 |
||||
Senior Secured Credit Facilities
|
|
|
|
|
|
||||
Term loan facility dollar-denominated
|
September 2016
|
|
$
|
791.3
|
|
|
$
|
798.9
|
|
Term loan facility dollar-denominated
|
September 2017
|
|
646.3
|
|
|
591.2
|
|
||
Term loan facility euro-denominated
|
April 2014
|
|
—
|
|
|
56.3
|
|
||
Term loan facility euro-denominated
|
September 2016
|
|
266.6
|
|
|
257.7
|
|
||
9
1/2
% Senior Toggle Notes
|
April 2015
|
|
—
|
|
|
619.1
|
|
||
9
3/4
% Senior Subordinated euro-denominated Notes
|
April 2017
|
|
281.9
|
|
|
268.7
|
|
||
7
7/8
% Senior Notes
|
October 2018
|
|
348.2
|
|
|
—
|
|
||
Senior Unsecured Term Loan Facility
|
December 2017
|
|
274.1
|
|
|
—
|
|
||
$200.3 million Revolving Credit Facility
|
April 2016
|
|
—
|
|
|
—
|
|
||
Other Obligations
|
2013 to 2032
|
|
83.2
|
|
|
91.6
|
|
||
Total
|
|
|
2,691.6
|
|
|
2,683.5
|
|
||
Less: current portion and other short-term borrowings
|
|
|
35.0
|
|
|
43.2
|
|
||
Long-term obligations, less current portion short-term borrowings
|
|
|
$
|
2,656.6
|
|
|
$
|
2,640.3
|
|
(Dollars in millions)
|
2014
|
2015
|
2016
|
2017
|
2018
|
Thereafter
|
Total
|
|||||||
Maturities of long-term and other obligations
|
35.0
|
|
26.0
|
|
20.3
|
|
1,319.7
|
|
907.6
|
|
383.0
|
|
2,691.6
|
|
•
|
a pledge of
100%
of the capital stock of the Company and
100%
of the equity interests directly held by the Company and each guarantor in any wholly-owned material subsidiary of the Company or any guarantor (which pledge, in the case of any non-U.S. subsidiary of a U.S. subsidiary, will not include more than
65%
of the voting stock of such non-U.S. subsidiary); and
|
•
|
a security interest in, and mortgages on, substantially all tangible and intangible assets of the Company and of each guarantor, subject to certain limited exceptions.
|
7.
|
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
|
(Dollars in millions)
|
Fair Values of Financial Derivatives Instruments on the Consolidated Balance Sheets
|
||||||||||
|
Liability Derivatives
As of June 30, 2013 |
|
Liability Derivatives
As of June 30, 2012 |
||||||||
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||
Derivatives designated as hedging instruments under ASC 815:
|
|
|
|
|
|
|
|
||||
Interest rate swaps
|
Other accrued
liabilities and
other liabilities
|
|
$
|
—
|
|
|
Other accrued
liabilities and
other liabilities
|
|
$
|
23.1
|
|
Total derivatives designated as hedging instruments under ASC 815:
|
|
|
—
|
|
|
|
|
23.1
|
|
||
Derivatives not designated as hedging instruments under ASC 815:
|
|
|
|
|
|
|
|
||||
Interest rate swaps
|
Other accrued
liabilities and
other liabilities
|
|
$
|
—
|
|
|
Other accrued
liabilities and
other liabilities
|
|
$
|
0.2
|
|
Total derivatives not designated as hedging instruments under ASC 815:
|
|
|
$
|
—
|
|
|
|
|
$
|
0.2
|
|
(Dollars in millions)
|
The Effect of Derivative Instruments on the Consolidated Statement of Operations for the
|
||||||||||
Fiscal Years Ended June 30, 2013, June 30, 2012 and June 30, 2011
|
|||||||||||
Derivatives in ASC 815 Cash Flow Hedging Relationships
|
Amount of (Gain) or Loss Recognized in OCI on Derivative (Effective Portion)
|
Location of (Gain) or Loss Reclassified from Accumulated OCI into Income (Effective Portion)
|
Amount of (Gain) or Loss Reclassified from Accumulated OCI into Income (Effective Portion)
|
Location of (Gain) or Loss Recognized in Income on Derivative (Ineffective Portion and Amount excluded from Effectiveness Testing)
|
Amount of (Gain) or Loss Recognized in Income on Derivative (Ineffective Portion and Amount excluded from Effectiveness Testing)
|
||||||
Fiscal Year 2013:
|
|
|
|
|
|
||||||
Interest Rate Swaps
|
$
|
1.1
|
|
Interest expense, net
|
$
|
21.6
|
|
Other (income)/expense, net
|
$
|
0.1
|
|
Fiscal Year 2012:
|
|
|
|
|
|
||||||
Interest Rate Swaps
|
$
|
11.0
|
|
Interest expense, net
|
$
|
26.4
|
|
Other (income)/expense, net
|
$
|
0.2
|
|
Fiscal Year 2011:
|
|
|
|
|
|
||||||
Interest Rate Swaps
|
$
|
14.4
|
|
Interest income/ (expense), net
|
$
|
26.9
|
|
Other (income)/expense, net
|
$
|
0.1
|
|
(Dollars in millions)
|
Derivatives Not Designated as Hedging Instruments Under ASC 815
|
|||
Location of (Gain) or Loss Recognized in Income on Derivative
|
Amount of (Gain) or Loss Recognized in Income on Derivative
|
|||
Fiscal Year 2013:
|
|
|
||
Interest Rate Swaps
|
Other (income)/expense, net
|
$
|
0.2
|
|
Fiscal Year 2012:
|
|
|
||
Interest Rate Swaps
|
Other (income)/expense, net
|
$
|
0.1
|
|
Fiscal Year 2011:
|
|
|
||
Interest Rate Swaps
|
Other (income)/expense, net
|
$
|
(0.2
|
)
|
8.
|
FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS
|
|
June 30, 2013
|
|
June 30, 2012
|
||||||||||||
(Dollars in millions)
|
Carrying
Value
|
|
Estimated Fair
Value
|
|
Carrying
Value
|
|
Estimated Fair
Value
|
||||||||
Long-term debt and other
|
$
|
2,691.6
|
|
|
$
|
2,633.2
|
|
|
$
|
2,683.5
|
|
|
$
|
2,644.6
|
|
LIBOR interest rate swap
|
—
|
|
|
—
|
|
|
16.7
|
|
|
16.7
|
|
||||
EURIBOR interest rate swap
|
—
|
|
|
—
|
|
|
6.4
|
|
|
6.4
|
|
||||
TIBOR interest rate swap
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
9.
|
INCOME TAXES
|
|
Fiscal Year Ended
June 30, |
||||||||||
(Dollars in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
U.S. Operations
|
$
|
(124.9
|
)
|
|
$
|
(402.1
|
)
|
|
$
|
(85.1
|
)
|
Non-U.S. Operation
|
$
|
101.0
|
|
|
$
|
420.7
|
|
|
$
|
79.7
|
|
|
$
|
(23.9
|
)
|
|
$
|
18.6
|
|
|
$
|
(5.4
|
)
|
|
Fiscal Year Ended
June 30, |
||||||||||
(Dollars in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(0.4
|
)
|
|
$
|
—
|
|
|
$
|
(0.9
|
)
|
State and local
|
(2.4
|
)
|
|
0.1
|
|
|
(0.5
|
)
|
|||
Non-U.S.
|
21.2
|
|
|
19.2
|
|
|
19.0
|
|
|||
|
|
|
|
|
|
||||||
Total
|
$
|
18.4
|
|
|
$
|
19.3
|
|
|
$
|
17.6
|
|
|
|
|
|
|
|
||||||
Deferred:
|
|
|
|
|
|
|
|
||||
Federal
|
$
|
6.2
|
|
|
$
|
6.0
|
|
|
$
|
5.5
|
|
State and local
|
(0.6
|
)
|
|
0.2
|
|
|
1.2
|
|
|||
Non-U.S.
|
0.1
|
|
|
(9.0
|
)
|
|
(0.6
|
)
|
|||
|
|
|
|
|
|
||||||
Total
|
5.7
|
|
|
(2.8
|
)
|
|
6.1
|
|
|||
|
|
|
|
|
|
||||||
Total provision/(benefit)
|
$
|
24.1
|
|
|
$
|
16.5
|
|
|
$
|
23.7
|
|
|
Fiscal Year Ended
June 30, |
||||||||||
(Dollars in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Provision at U.S. federal statutory tax rate
|
$
|
(4.9
|
)
|
|
$
|
8.6
|
|
|
$
|
(5.4
|
)
|
State and local income taxes, net of federal benefit
|
0.5
|
|
|
0.2
|
|
|
0.8
|
|
|||
Foreign tax rate differential
|
(18.1
|
)
|
|
(43.1
|
)
|
|
(11.8
|
)
|
|||
Permanent items
|
53.5
|
|
|
36.6
|
|
|
3.1
|
|
|||
Unrecognized tax positions
|
—
|
|
|
(2.8
|
)
|
|
2.5
|
|
|||
Tax valuation allowance
|
3.6
|
|
|
28.1
|
|
|
29.5
|
|
|||
Foreign tax credit - Non U.S.
|
(3.4
|
)
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|||
Withholding tax and other foreign taxes
|
1.8
|
|
|
(7.7
|
)
|
|
6.1
|
|
|||
Change in tax rate
|
(4.3
|
)
|
|
(1.9
|
)
|
|
(0.3
|
)
|
|||
Other
|
(4.6
|
)
|
|
(1.3
|
)
|
|
(0.6
|
)
|
|||
|
|
|
|
|
|
||||||
|
$
|
24.1
|
|
|
$
|
16.5
|
|
|
$
|
23.7
|
|
|
Fiscal Year Ended
June 30, |
||||||
(Dollars in millions)
|
2013
|
|
2012
|
||||
Deferred income tax assets:
|
|
|
|
|
|||
Accrued liabilities
|
$
|
28.9
|
|
|
$
|
38.0
|
|
Equity compensation
|
8.1
|
|
|
7.3
|
|
||
Loss and tax credit carry forwards
|
216.5
|
|
|
216.0
|
|
||
Foreign Currency
|
24.3
|
|
|
27.6
|
|
||
Pension
|
44.2
|
|
|
38.5
|
|
||
Property-related
|
28.1
|
|
|
25.9
|
|
||
Intangibles
|
11.8
|
|
|
15.9
|
|
||
Other
|
10.3
|
|
|
8.3
|
|
||
OCI
|
7.9
|
|
|
27.0
|
|
||
|
|
|
|
||||
Total deferred income tax assets
|
380.1
|
|
|
404.5
|
|
||
Valuation Allowance
|
(231.6
|
)
|
|
(250.7
|
)
|
||
|
|
|
|
||||
Net deferred income tax assets
|
148.5
|
|
|
153.8
|
|
||
|
|
|
|
||||
|
|
|
|
||||
|
Fiscal Year Ended
June 30, |
||||||
(Dollars in millions)
|
2013
|
|
2012
|
||||
Deferred income tax liabilities:
|
|
|
|
||||
Accrued Liabilities
|
(2.6
|
)
|
|
(2.5
|
)
|
||
Equity Compensation
|
—
|
|
|
0.1
|
|
||
Foreign Currency
|
(0.3
|
)
|
|
(1.2
|
)
|
||
Property-related
|
(37.1
|
)
|
|
(30.0
|
)
|
||
Goodwill and other intangibles
|
(178.7
|
)
|
|
(187.0
|
)
|
||
Other
|
(0.7
|
)
|
|
(0.9
|
)
|
||
OCI
|
(0.6
|
)
|
|
—
|
|
||
|
|
|
|
||||
Total deferred income tax liabilities
|
(220.0
|
)
|
|
(221.5
|
)
|
||
|
|
|
|
||||
Net deferred income tax liabilities
|
$
|
(71.5
|
)
|
|
$
|
(67.7
|
)
|
|
|
|
|
|
Fiscal Year Ended
June 30, |
||||||
(Dollars in millions)
|
2013
|
|
2012
|
||||
Current deferred tax asset
|
$
|
16.3
|
|
|
$
|
18.6
|
|
Non-current deferred tax asset
|
132.2
|
|
|
135.2
|
|
||
Current deferred tax liability
|
(0.9
|
)
|
|
(1.6
|
)
|
||
Non-current deferred tax liability
|
(219.1
|
)
|
|
(219.9
|
)
|
||
|
|
|
|
||||
Net deferred tax liability
|
$
|
(71.5
|
)
|
|
$
|
(67.7
|
)
|
(Dollars in millions)
|
|||
Balance at June 30, 2010
|
$
|
36.4
|
|
Additions based on tax positions related to the current year
|
8.3
|
|
|
Additions for tax positions of prior years
|
6.0
|
|
|
Reductions for tax positions of prior years
|
(13.3
|
)
|
|
Settlements
|
(3.5
|
)
|
|
Balance at June 30, 2011
|
$
|
33.9
|
|
Additions based on tax positions related to the current year
|
4.4
|
|
|
Additions for tax positions of prior years
|
0.7
|
|
|
Reductions for tax positions of prior years
|
(5.6
|
)
|
|
Balance at June 30, 2012
|
$
|
33.4
|
|
Additions based on tax positions related to the current year
|
5.4
|
|
|
Additions for tax positions of prior years
|
1.9
|
|
|
Reductions for tax positions of prior years
|
(1.1
|
)
|
|
Settlements
|
(1.9
|
)
|
|
|
|
||
Balance at June 30, 2013
|
$
|
37.7
|
|
10.
|
EMPLOYEE RETIREMENT BENEFIT PLANS
|
At June 30,
|
Retirement Benefits
|
|
Other Post-Retirement Benefits
|
||||||||||||
(Dollars in millions)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Accumulated Benefit Obligation
|
$
|
279.7
|
|
|
$
|
283.0
|
|
|
$
|
4.9
|
|
|
$
|
5.3
|
|
|
|
|
|
|
|
|
|
||||||||
Change in Benefit Obligation
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
292.2
|
|
|
257.0
|
|
|
5.3
|
|
|
5.2
|
|
||||
Company service cost
|
2.8
|
|
|
2.5
|
|
|
—
|
|
|
—
|
|
||||
Interest cost
|
11.9
|
|
|
12.9
|
|
|
0.2
|
|
|
0.2
|
|
||||
Employee contributions
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
||||
Plan amendments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Curtailments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Settlements
|
(1.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Special termination benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Divestitures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Business combinations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(9.8
|
)
|
|
(9.2
|
)
|
|
(0.2
|
)
|
|
(0.3
|
)
|
||||
Actual expenses
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
||||
Actuarial (gain)/loss
|
(6.1
|
)
|
|
43.1
|
|
|
(0.3
|
)
|
|
0.2
|
|
||||
Exchange rate gain/(loss)
|
(0.4
|
)
|
|
(14.1
|
)
|
|
(0.1
|
)
|
|
—
|
|
||||
Benefit obligation at end of year
|
289.1
|
|
|
292.2
|
|
|
4.9
|
|
|
5.3
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Change in Plan Assets
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
191.4
|
|
|
182.9
|
|
|
—
|
|
|
—
|
|
||||
Actual return on plan assets
|
12.9
|
|
|
15.3
|
|
|
—
|
|
|
—
|
|
||||
Company contributions
|
8.9
|
|
|
8.4
|
|
|
0.2
|
|
|
0.4
|
|
||||
Employee contributions
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
||||
Settlements
|
(1.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Special company contributions to fund termination benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Divestitures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Business combinations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(9.8
|
)
|
|
(9.2
|
)
|
|
(0.2
|
)
|
|
(0.4
|
)
|
||||
Actual expenses
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
||||
Exchange rate gain/(loss)
|
(3.5
|
)
|
|
(6.0
|
)
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at end of year
|
198.4
|
|
|
191.4
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Funded Status
|
|
|
|
|
|
|
|
||||||||
Funded status at end of year
|
(90.7
|
)
|
|
(100.8
|
)
|
|
(4.9
|
)
|
|
(5.3
|
)
|
||||
Employer contributions between measurement date and reporting date
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net pension asset (liability)
|
(90.7
|
)
|
|
(100.8
|
)
|
|
(4.9
|
)
|
|
(5.3
|
)
|
At June 30,
|
Retirement Benefits
|
|
Other Post-Retirement Benefits
|
||||||||||||
(Dollars in millions)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Amounts Recognized in Statement of Financial Position
|
|
|
|
|
|
|
|
||||||||
Noncurrent assets
|
$
|
0.4
|
|
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
(1.0
|
)
|
|
(1.0
|
)
|
|
(0.5
|
)
|
|
(0.5
|
)
|
||||
Noncurrent liabilities
|
(90.1
|
)
|
|
(100.3
|
)
|
|
(4.4
|
)
|
|
(4.8
|
)
|
||||
Total asset/(liability)
|
(90.7
|
)
|
|
(100.8
|
)
|
|
(4.9
|
)
|
|
(5.3
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Amounts Recognized in Accumulated Other Comprehensive Income
|
|
|
|
|
|
|
|
||||||||
Transition (asset)/obligation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Prior service cost
|
0.2
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
||||
Net (gain)/loss
|
32.5
|
|
|
42.4
|
|
|
(0.6
|
)
|
|
(0.3
|
)
|
||||
Total accumulated other comprehensive income at the end of the year
|
32.7
|
|
|
42.6
|
|
|
(0.6
|
)
|
|
(0.3
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Additional Information for Plan with ABO in Excess of Plan Assets
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation
|
272.7
|
|
|
279.0
|
|
|
4.9
|
|
|
5.3
|
|
||||
Accumulated benefit obligation
|
265.7
|
|
|
272.3
|
|
|
4.9
|
|
|
5.3
|
|
||||
Fair value of plan assets
|
181.6
|
|
|
177.8
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Additional Information for Plan with PBO in Excess of Plan Assets
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation
|
272.7
|
|
|
279.0
|
|
|
4.9
|
|
|
5.3
|
|
||||
Accumulated benefit obligation
|
265.7
|
|
|
272.3
|
|
|
4.9
|
|
|
5.3
|
|
||||
Fair value of plan assets
|
181.6
|
|
|
177.8
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Components of Net Periodic Benefit Cost
|
|
|
|
|
|
|
|
||||||||
Service Cost
|
2.8
|
|
|
2.5
|
|
|
—
|
|
|
—
|
|
||||
Interest Cost
|
11.9
|
|
|
12.9
|
|
|
0.2
|
|
|
0.2
|
|
||||
Expected return on plan assets
|
(9.8
|
)
|
|
(10.7
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of unrecognized:
|
|
|
|
|
|
|
|
||||||||
Transition (asset)/obligation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net (gain)/loss
|
0.9
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
||||
Ongoing periodic cost
|
5.8
|
|
|
4.8
|
|
|
0.2
|
|
|
0.2
|
|
||||
Settlement/curtailment expense/(income)
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net periodic benefit cost
|
6.0
|
|
|
4.8
|
|
|
0.2
|
|
|
0.2
|
|
At June 30,
|
Retirement Benefits
|
|
Other Post-Retirement Benefits
|
||||||||||||
(Dollars in millions)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income
|
|
|
|
|
|
|
|
||||||||
Net (gain)/loss arising during the year
|
$
|
(9.2
|
)
|
|
$
|
38.5
|
|
|
(0.3
|
)
|
|
0.2
|
|
||
Prior service cost (credit) during the year
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Transition asset/(obligation) recognized during the year
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Prior service cost recognized during the year
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net gain/(loss) recognized during the year
|
(1.1
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
||||
Exchange rate gain/(loss) recognized during the year
|
0.4
|
|
|
(1.1
|
)
|
|
—
|
|
|
—
|
|
||||
Total recognized in other comprehensive income
|
$
|
(9.9
|
)
|
|
$
|
37.3
|
|
|
$
|
(0.3
|
)
|
|
$
|
0.2
|
|
Total Recognized in Net Periodic Benefit Cost and Other Comprehensive Income
|
|
|
|
|
|
|
|
||||||||
Total recognized in net periodic benefit cost and other comprehensive income
|
$
|
(3.9
|
)
|
|
$
|
42.1
|
|
|
$
|
(0.1
|
)
|
|
$
|
0.4
|
|
Estimated Amounts to be Amortized from Accumulated Other Comprehensive Income into Net Periodic Benefit Cost
|
|
|
|
|
|
|
|
||||||||
Amortization of:
|
|
|
|
|
|
|
|
||||||||
Transition (asset)/obligation
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Prior service cost/(credit)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net (gain)/loss
|
1.2
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
||||
Financial Assumptions Used to Determine Benefit Obligations at the Balance Sheet Date
|
|
|
|
|
|
|
|
||||||||
Discount rate (%)
|
4.14
|
%
|
|
4.09
|
%
|
|
3.92
|
%
|
|
3.38
|
%
|
||||
Rate of compensation increases (%)
|
2.51
|
%
|
|
2.51
|
%
|
|
N/A
|
|
|
N/A
|
|
||||
Financial Assumptions Used to Determine Net Periodic Benefit Cost for Financial Year
|
|
|
|
|
|
|
|
||||||||
Discount rate (%)
|
4.09
|
%
|
|
5.21
|
%
|
|
3.38
|
%
|
|
4.49
|
%
|
||||
Rate of compensation increases (%)
|
2.51
|
%
|
|
2.51
|
%
|
|
N/A
|
|
|
N/A
|
|
||||
Expected long-term rate of return (%)
|
5.12
|
%
|
|
5.96
|
%
|
|
N/A
|
|
|
N/A
|
|
||||
Expected Future Contributions
|
|
|
|
|
|
|
|
||||||||
Financial Year
|
|
|
|
|
|
|
|
||||||||
2014
|
$
|
8.0
|
|
|
|
|
$
|
0.5
|
|
|
|
At June 30,
|
Retirement Benefits
|
|
Other Post-Retirement Benefits
|
||||||||
(Dollars in millions)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||
Expected Future Benefit Payments
|
|
|
|
|
|
|
|
||||
Financial Year
|
|
|
|
|
|
|
|
||||
2014
|
10.9
|
|
|
9.4
|
|
|
0.5
|
|
|
0.5
|
|
2015
|
9.2
|
|
|
10.7
|
|
|
0.5
|
|
|
0.5
|
|
2016
|
10.7
|
|
|
9.7
|
|
|
0.5
|
|
|
0.5
|
|
2017
|
10.4
|
|
|
11.8
|
|
|
0.4
|
|
|
0.5
|
|
2018
|
12.1
|
|
|
10.8
|
|
|
0.4
|
|
|
0.4
|
|
2019-2023
|
69.3
|
|
|
70.0
|
|
|
1.8
|
|
|
1.9
|
|
|
|
|
|
|
|
|
|
||||
Actual Asset Allocation (%)
|
|
|
|
|
|
|
|
||||
Equities
|
34.1
|
%
|
|
29.7
|
%
|
|
—
|
%
|
|
—
|
%
|
Government Bonds
|
21.0
|
%
|
|
21.9
|
%
|
|
—
|
%
|
|
—
|
%
|
Corporate Bonds
|
22.0
|
%
|
|
23.9
|
%
|
|
—
|
%
|
|
—
|
%
|
Property
|
2.8
|
%
|
|
3.3
|
%
|
|
—
|
%
|
|
—
|
%
|
Insurance Contracts
|
9.8
|
%
|
|
11.3
|
%
|
|
—
|
%
|
|
—
|
%
|
Other
|
10.3
|
%
|
|
9.9
|
%
|
|
—
|
%
|
|
—
|
%
|
Total
|
100.0
|
%
|
|
100
|
%
|
|
—
|
%
|
|
—
|
%
|
|
|
|
|
|
|
|
|
||||
Actual Asset Allocation (Amount)
|
|
|
|
|
|
|
|
||||
Equities
|
67.9
|
|
|
56.8
|
|
|
—
|
|
|
—
|
|
Government Bonds
|
41.6
|
|
|
41.9
|
|
|
—
|
|
|
—
|
|
Corporate Bonds
|
43.6
|
|
|
45.7
|
|
|
—
|
|
|
—
|
|
Property
|
5.5
|
|
|
6.3
|
|
|
—
|
|
|
—
|
|
Insurance Contracts
|
19.4
|
|
|
21.6
|
|
|
—
|
|
|
—
|
|
Other
|
20.4
|
|
|
18.9
|
|
|
—
|
|
|
—
|
|
Total
|
198.4
|
|
|
191.4
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
||||
Target Asset Allocation (%)
|
|
|
|
|
|
|
|
||||
Equities
|
33.8
|
%
|
|
33.2
|
%
|
|
—
|
%
|
|
—
|
%
|
Government Bonds
|
18.1
|
%
|
|
21.4
|
%
|
|
—
|
%
|
|
—
|
%
|
Corporate Bonds
|
27.8
|
%
|
|
24.3
|
%
|
|
—
|
%
|
|
—
|
%
|
Property
|
3.7
|
%
|
|
3.6
|
%
|
|
—
|
%
|
|
—
|
%
|
Insurance Contracts
|
7.5
|
%
|
|
8.6
|
%
|
|
—
|
%
|
|
—
|
%
|
Other
|
9.1
|
%
|
|
8.9
|
%
|
|
—
|
%
|
|
—
|
%
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
—
|
%
|
|
—
|
%
|
•
|
Short-term Investments, Equity securities, Fixed Income Securities, and Real Estate are valued using quoted market prices or other valuation methods, and thus are classified within Level 1 or Level 2.
|
•
|
Insurance Contracts and Other include investments with some observable and unobservable prices that are adjusted by cash contributions and distributions, and thus are classified within Level 2 or Level 3.
|
Total ( Level 3)
|
Fair Value Measurement
|
|
Fair Value Measurement
|
|
Fair Value Measurement
|
||||||
All figures in US Dollars
|
Using Significant
|
|
Using Significant
|
|
Using Significant
|
||||||
(Dollars in millions)
|
Unobservable Inputs
|
|
Unobservable Inputs
|
|
Unobservable Inputs
|
||||||
|
Total (Level 3)
|
|
Insurance Contracts
|
|
Other
|
||||||
Beginning Balance at June 30, 2012
|
$
|
26.4
|
|
|
$
|
4.9
|
|
|
$
|
21.5
|
|
Actual return on plan assets:
|
—
|
|
|
—
|
|
|
—
|
|
|||
Relating to assets still held at the reporting date
|
0.4
|
|
|
(0.7
|
)
|
|
1.1
|
|
|||
Relating to assets sold during the period
|
—
|
|
|
—
|
|
|
—
|
|
|||
Purchases, sales, settlements, contributions and benefits paid
|
(0.3
|
)
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|||
Transfers in and/or out of Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|||
Ending Balance at June 30, 2013
|
$
|
26.5
|
|
|
$
|
4.0
|
|
|
$
|
22.5
|
|
At June 30,
|
Other Post-Retirement Benefits
|
||||||
(Actual dollar amounts)
|
2013
|
|
2012
|
||||
|
|
|
|
||||
Assumed Healthcare Cost Trend Rates at the Balance Sheet Date
|
|
|
|
||||
Healthcare cost trend rate – initial (%)
|
|
|
|
||||
Pre 65
|
7.81
|
%
|
|
8.47
|
%
|
||
Post 65
|
7.14
|
%
|
|
7.70
|
%
|
||
Healthcare cost trend rate – ultimate (%)
|
|
|
|
||||
Pre 65
|
4.67
|
%
|
|
4.77
|
%
|
||
Post 65
|
4.67
|
%
|
|
4.77
|
%
|
||
Year in which ultimate rates are reached
|
|
|
|
||||
Pre 65
|
2021
|
|
|
2020
|
|
||
Post 65
|
2020
|
|
|
2019
|
|
||
Effect of 1% Change in Healthcare Cost Trend Rate
|
|
|
|
||||
Healthcare cost trend rate up 1%
|
|
|
|
||||
on APBO at balance sheet date
|
$
|
288,650
|
|
|
$
|
278,178
|
|
on total service and interest cost
|
10,129
|
|
|
11,853
|
|
||
Effect of 1% Change in Healthcare Cost Trend Rate
|
|
|
|
||||
Healthcare cost trend rate down 1%
|
|
|
|
||||
on APBO at balance sheet date
|
$
|
(256,221
|
)
|
|
$
|
(248,870
|
)
|
on total service and interest cost
|
(8,987
|
)
|
|
(10,601
|
)
|
||
Expected Future Contributions
|
|
|
|
||||
Financial Year
|
|
|
|
||||
2014
|
$
|
485,333
|
|
|
|
11.
|
RELATED PARTY TRANSACTIONS
|
(Dollars in millions)
|
Foreign Currency Translation Adjustments
|
|
Unrealized Gains/(Losses) on Derivatives
|
|
Deferred Compensation
|
|
Pension Liability Adjustments
|
|
Other Comprehensive Income/(Loss)
|
||||||||||
Balance at June 30, 2010
|
$
|
27.9
|
|
|
$
|
(49.3
|
)
|
|
(0.3
|
)
|
|
$
|
(26.8
|
)
|
|
$
|
(48.5
|
)
|
|
Activity, net of tax
|
62.4
|
|
|
12.5
|
|
|
0.9
|
|
|
18.7
|
|
|
94.5
|
|
|||||
Balance at June 30, 2011
|
90.3
|
|
|
(36.8
|
)
|
|
0.6
|
|
|
(8.1
|
)
|
|
46.0
|
|
|||||
Activity, net of tax
|
(27.3
|
)
|
|
15.2
|
|
|
0.1
|
|
|
(26.5
|
)
|
|
(38.5
|
)
|
|||||
Balance at June 30, 2012
|
63.0
|
|
|
(21.6
|
)
|
|
0.7
|
|
|
(34.6
|
)
|
|
7.5
|
|
|||||
Activity, net of tax
|
(47.9
|
)
|
|
21.6
|
|
|
0.8
|
|
|
8.7
|
|
|
(16.8
|
)
|
|||||
Balance at June 30, 2013
|
$
|
15.1
|
|
|
$
|
—
|
|
|
$
|
1.5
|
|
|
$
|
(25.9
|
)
|
|
$
|
(9.3
|
)
|
|
Year Ended June 30,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
Cumulative translation adjustments:
|
|
|
|
|
|
|||
Net investment hedge
|
(20.9
|
)
|
|
69.4
|
|
|
(94.1
|
)
|
Long term intercompany loans
|
(4.8
|
)
|
|
—
|
|
|
—
|
|
Translation adjustments
|
(22.2
|
)
|
|
(96.7
|
)
|
|
156.5
|
|
Total cumulative translation adjustment
|
(47.9
|
)
|
|
(27.3
|
)
|
|
62.4
|
|
|
|
|
|
|
|
|||
Net change in minimum pension liability
|
|
|
|
|
|
|||
Net (gain)/loss arising during the year
|
9.5
|
|
|
(38.7
|
)
|
|
28.4
|
|
Net gain/(loss) recognized during the year
|
1.1
|
|
|
0.1
|
|
|
0.9
|
|
Foreign Exchange Translation and Other
|
(0.4
|
)
|
|
3.0
|
|
|
(3.9
|
)
|
Total Pension, pretax
|
10.2
|
|
|
(35.6
|
)
|
|
25.4
|
|
Tax
(1)
|
(1.5
|
)
|
|
9.1
|
|
|
(6.7
|
)
|
Net change in minimum pension liability, net of tax
|
8.7
|
|
|
(26.5
|
)
|
|
18.7
|
|
13.
|
COMMITMENTS AND CONTINGENCIES
|
(Dollars in millions)
|
2014
|
2015
|
2016
|
2017
|
2018
|
Thereafter
|
Total
|
||||||||||||||
Minimum rental payments
|
$
|
6.5
|
|
$
|
5.4
|
|
$
|
3.8
|
|
$
|
2.4
|
|
$
|
1.9
|
|
$
|
6.1
|
|
$
|
26.1
|
|
14.
|
SEGMENT INFORMATION
|
(Dollars in millions)
|
Fiscal Year Ended
June 30, |
||||||||||
2013
|
|
2012
|
|
2011
|
|||||||
Oral Technologies
|
|
|
|
|
|
||||||
Net revenue
|
$
|
1,186.3
|
|
|
$
|
1,220.2
|
|
|
$
|
1,159.0
|
|
Segment EBITDA
|
315.7
|
|
|
334.6
|
|
|
308.4
|
|
|||
Medication Delivery Solutions
|
|
|
|
|
|
||||||
Net revenue
|
219.3
|
|
|
223.9
|
|
|
238.6
|
|
|||
Segment EBITDA
|
31.5
|
|
|
27.5
|
|
|
33.5
|
|
|||
Development and Clinical Services
|
|
|
|
|
|
||||||
Net revenue
|
404.8
|
|
|
268.3
|
|
|
157.0
|
|
|||
Segment EBITDA
|
75.0
|
|
|
53.0
|
|
|
30.1
|
|
|||
Inter-segment revenue elimination
|
(10.1
|
)
|
|
(17.6
|
)
|
|
(22.8
|
)
|
|||
Unallocated Costs (1)
|
(90.6
|
)
|
|
(84.8
|
)
|
|
(100.3
|
)
|
|||
Combined Total
|
|
|
|
|
|
||||||
Net revenue
|
1,800.3
|
|
|
1,694.8
|
|
|
1,531.8
|
|
|||
EBITDA from continuing operations
|
$
|
331.6
|
|
|
$
|
330.3
|
|
|
$
|
271.7
|
|
(1)
|
Unallocated costs include restructuring and special items, equity-based compensation, impairment charges, certain other corporate directed costs, and other costs that are not allocated to the segments as follows:
|
(Dollars in millions)
|
Fiscal Year Ended
June 30, |
||||||||||
2013
|
|
2012
|
|
2011
|
|||||||
Impairment charges and gain/(loss) on sale of assets
|
$
|
(5.2
|
)
|
|
$
|
(1.8
|
)
|
|
$
|
(3.6
|
)
|
Equity compensation
|
(2.8
|
)
|
|
(3.7
|
)
|
|
(3.9
|
)
|
|||
Restructuring and other items
(2)
|
(29.0
|
)
|
|
(45.8
|
)
|
|
(24.9
|
)
|
|||
Property and casualty losses
|
—
|
|
|
8.8
|
|
|
(11.6
|
)
|
|||
Sponsor advisory fee
|
(12.4
|
)
|
|
(11.8
|
)
|
|
(10.6
|
)
|
|||
Noncontrolling interest
|
0.1
|
|
|
(1.2
|
)
|
|
(3.9
|
)
|
|||
Other income/(expense), net
(2)
|
(25.1
|
)
|
|
3.8
|
|
|
(26.0
|
)
|
|||
Non-allocated corporate costs, net
|
(16.2
|
)
|
|
(33.1
|
)
|
|
(15.8
|
)
|
|||
Total unallocated costs
|
$
|
(90.6
|
)
|
|
$
|
(84.8
|
)
|
|
$
|
(100.3
|
)
|
(2)
|
Segment results do not include restructuring and certain acquisition related costs
|
(3)
|
Primarily relates to realized and unrealized gains/(losses) related to foreign currency translation and expenses related to financing transactions during the period
|
(Dollars in millions)
|
Fiscal Year Ended
June 30, |
||||||||||
2013
|
|
2012
|
|
2011
|
|||||||
Earnings/(loss) from continuing operations
|
$
|
(48.0
|
)
|
|
$
|
2.1
|
|
|
$
|
(29.1
|
)
|
Depreciation and amortization
|
152.2
|
|
|
129.7
|
|
|
115.5
|
|
|||
Interest expense, net
|
203.2
|
|
|
183.2
|
|
|
165.5
|
|
|||
Income tax (benefit)/expense
|
24.1
|
|
|
16.5
|
|
|
23.7
|
|
|||
Noncontrolling interest
|
0.1
|
|
|
(1.2
|
)
|
|
(3.9
|
)
|
|||
EBITDA from continuing operations
|
$
|
331.6
|
|
|
$
|
330.3
|
|
|
$
|
271.7
|
|
(Dollars in millions)
|
June 30,
2013 |
|
June 30,
2012 |
||||
Assets
|
|
|
|
||||
Oral Technologies
|
$
|
2,464.4
|
|
|
$
|
2,589.6
|
|
Medication Delivery Solutions
|
286.2
|
|
|
251.7
|
|
||
Development and Clinical Services
|
645.9
|
|
|
671.5
|
|
||
Corporate and eliminations
|
(339.7
|
)
|
|
(373.8
|
)
|
||
Total assets
|
$
|
3,056.8
|
|
|
$
|
3,139.0
|
|
(Dollars in millions)
|
Fiscal Year Ended
June 30, |
||||||||||
2013
|
|
2012
|
|
2011
|
|||||||
Oral Technologies
|
$
|
86.7
|
|
|
$
|
82.5
|
|
|
$
|
82.3
|
|
Medication Delivery Solutions
|
20.6
|
|
|
20.7
|
|
|
18.8
|
|
|||
Development and Clinical Services
|
33.2
|
|
|
17.1
|
|
|
6.9
|
|
|||
Corporate
|
11.7
|
|
|
9.4
|
|
|
7.5
|
|
|||
Total depreciation and amortization expense
|
$
|
152.2
|
|
|
$
|
129.7
|
|
|
$
|
115.5
|
|
(Dollars in millions)
|
Fiscal Year Ended
June 30, |
||||||||||
2013
|
|
2012
|
|
2011
|
|||||||
Oral Technologies
|
$
|
47.7
|
|
|
$
|
57.1
|
|
|
$
|
43.4
|
|
Medication Delivery Solutions
|
47.7
|
|
|
22.0
|
|
|
24.2
|
|
|||
Development and Clinical Services
|
21.3
|
|
|
16.9
|
|
|
12.6
|
|
|||
Corporate
|
5.8
|
|
|
8.2
|
|
|
7.1
|
|
|||
Total capital expenditure
|
$
|
122.5
|
|
|
$
|
104.2
|
|
|
$
|
87.3
|
|
|
Net Revenue
|
|
Long-Lived Assets
(1)
|
||||||||||||||||
(Dollars in millions)
|
Fiscal Year Ended
June 30, |
|
|
|
|
||||||||||||||
2013
|
|
2012
|
|
2011
|
|
June 30,
2013 |
|
June 30,
2012 |
|||||||||||
United States
|
$
|
695.8
|
|
|
$
|
591.9
|
|
|
$
|
497.6
|
|
|
$
|
799.9
|
|
|
$
|
789.2
|
|
Europe
|
863.2
|
|
|
868.9
|
|
|
842.2
|
|
|
1,169.9
|
|
|
1,195.3
|
|
|||||
International Other
|
270.1
|
|
|
288.0
|
|
|
210.2
|
|
|
240.3
|
|
|
272.9
|
|
|||||
Eliminations
|
(28.8
|
)
|
|
(54.0
|
)
|
|
(18.2
|
)
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
1,800.3
|
|
|
$
|
1,694.8
|
|
|
$
|
1,531.8
|
|
|
$
|
2,210.1
|
|
|
$
|
2,257.4
|
|
15.
|
SUPPLEMENTAL BALANCE SHEET INFORMATION
|
(Dollars in millions)
|
June 30,
2013 |
|
June 30,
2012 |
||||
Raw materials and supplies
|
$
|
70.6
|
|
|
$
|
69.8
|
|
Work-in-process
|
26.1
|
|
|
25.1
|
|
||
Finished goods
|
40.0
|
|
|
32.3
|
|
||
Total inventory, gross
|
136.7
|
|
|
127.2
|
|
||
Inventory reserve
|
(11.8
|
)
|
|
(8.5
|
)
|
||
Inventories
|
$
|
124.9
|
|
|
$
|
118.7
|
|
(Dollars in millions)
|
June 30,
2013 |
|
June 30,
2012 |
||||
Prepaid expenses
|
$
|
16.2
|
|
|
$
|
24.2
|
|
Spare parts supplies
|
11.8
|
|
|
11.7
|
|
||
Deferred taxes
|
16.3
|
|
|
18.6
|
|
||
Other current assets
|
44.3
|
|
|
54.2
|
|
||
Prepaid expenses and other
|
$
|
88.6
|
|
|
$
|
108.7
|
|
(Dollars in millions)
|
June 30,
2013 |
|
June 30,
2012 |
||||
Land, buildings and improvements
|
$
|
552.7
|
|
|
$
|
527.3
|
|
Machinery, equipment and capitalized software
|
641.6
|
|
|
586.2
|
|
||
Furniture and fixtures
|
9.0
|
|
|
8.5
|
|
||
Construction in progress
|
61.6
|
|
|
54.2
|
|
||
Property and equipment, at cost
|
1,264.9
|
|
|
1,176.2
|
|
||
Accumulated depreciation
|
(450.4
|
)
|
|
(366.5
|
)
|
||
Property, plant, and equipment, net
|
$
|
814.5
|
|
|
$
|
809.7
|
|
(Dollars in millions)
|
June 30,
2013 |
|
June 30,
2012 |
||||
Deferred long term debt financing costs
|
$
|
18.2
|
|
|
$
|
22.6
|
|
Other
|
18.4
|
|
|
19.2
|
|
||
Total other assets
|
$
|
36.6
|
|
|
$
|
41.8
|
|
(Dollars in millions)
|
June 30,
2013 |
|
June 30,
2012 |
||||
Accrued employee-related expenses
|
$
|
81.1
|
|
|
$
|
86.8
|
|
Restructuring accrual
|
6.0
|
|
|
9.8
|
|
||
Deferred income tax
|
0.9
|
|
|
1.6
|
|
||
Accrued interest
|
12.5
|
|
|
18.3
|
|
||
Interest rate swaps
|
—
|
|
|
23.2
|
|
||
Deferred revenue and fees
|
36.3
|
|
|
25.4
|
|
||
Accrued income tax
|
30.7
|
|
|
31.4
|
|
||
Other accrued liabilities and expenses
|
57.0
|
|
|
65.4
|
|
||
Other accrued liabilities
|
$
|
224.5
|
|
|
$
|
261.9
|
|
(Dollars in millions)
|
June 30,
2013 |
|
June 30,
2012 |
|
June 30,
2011 |
||||||
Trade receivables allowance for doubtful accounts
|
|
|
|
|
|
||||||
Beginning balance
|
$
|
4.2
|
|
|
$
|
4.3
|
|
|
$
|
2.8
|
|
Charged to cost and expenses
|
2.1
|
|
|
0.5
|
|
|
1.4
|
|
|||
Deductions and other
|
(0.6
|
)
|
|
(0.3
|
)
|
|
(0.1
|
)
|
|||
Impact of foreign exchange
|
—
|
|
|
(0.3
|
)
|
|
0.2
|
|
|||
Closing balance
|
$
|
5.7
|
|
|
$
|
4.2
|
|
|
$
|
4.3
|
|
(Dollars in millions)
|
June 30,
2013 |
|
June 30,
2012 |
|
June 30,
2011 |
||||||
Inventory reserve
|
|
|
|
|
|
||||||
Beginning balance
|
$
|
8.5
|
|
|
$
|
9.8
|
|
|
$
|
14.6
|
|
Charged to cost and expenses
|
8.7
|
|
|
9.1
|
|
|
8.9
|
|
|||
Deductions
|
(5.9
|
)
|
|
(9.6
|
)
|
|
(15.2
|
)
|
|||
Impact of foreign exchange
|
0.5
|
|
|
(0.8
|
)
|
|
1.5
|
|
|||
Closing balance
|
$
|
11.8
|
|
|
$
|
8.5
|
|
|
$
|
9.8
|
|
16.
|
DISCONTINUED OPERATIONS
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
(Dollars in millions)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net revenue
|
|
$
|
—
|
|
|
$
|
94.3
|
|
|
$
|
188.9
|
|
Earnings/(loss) before income taxes
|
|
1.2
|
|
|
(41.2
|
)
|
|
(20.1
|
)
|
|||
Income tax (benefit)/expense
|
|
—
|
|
|
0.1
|
|
|
0.9
|
|
|||
Net earnings/(loss) from discontinued operations, net of tax
|
|
$
|
1.2
|
|
|
$
|
(41.3
|
)
|
|
$
|
(21.0
|
)
|
17.
|
SUBSEQUENT EVENTS
|
18.
|
GUARANTOR AND NON-GUARANTOR FINANCIAL STATEMENTS -
|
|
Issuer
|
|
Guarantor
|
|
Non-
Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net revenue
|
$
|
—
|
|
|
$
|
695.8
|
|
|
$
|
1,131.0
|
|
|
$
|
(26.5
|
)
|
|
$
|
1,800.3
|
|
Cost of products sold
|
(0.1
|
)
|
|
409.8
|
|
|
848.5
|
|
|
(26.5
|
)
|
|
1,231.7
|
|
|||||
Gross margin
|
0.1
|
|
|
286.0
|
|
|
282.5
|
|
|
—
|
|
|
568.6
|
|
|||||
Selling, general and administrative expenses
|
2.8
|
|
|
226.6
|
|
|
111.2
|
|
|
—
|
|
|
340.6
|
|
|||||
Impairment charges and (gain)/loss on sale of assets
|
—
|
|
|
3.0
|
|
|
2.2
|
|
|
—
|
|
|
5.2
|
|
|||||
Restructuring and other
|
—
|
|
|
6.3
|
|
|
12.1
|
|
|
—
|
|
|
18.4
|
|
|||||
Property and casualty (gain)/loss, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating earnings/(loss)
|
(2.7
|
)
|
|
50.1
|
|
|
157.0
|
|
|
—
|
|
|
204.4
|
|
|||||
Interest expense, net
|
173.0
|
|
|
0.9
|
|
|
29.3
|
|
|
—
|
|
|
203.2
|
|
|||||
Other (income)/expense, net
|
(128.6
|
)
|
|
(131.1
|
)
|
|
26.7
|
|
|
258.1
|
|
|
25.1
|
|
|||||
Earnings/(loss) from continuing operations before income taxes
|
(47.1
|
)
|
|
180.3
|
|
|
101.0
|
|
|
(258.1
|
)
|
|
(23.9
|
)
|
|||||
Income tax expense/(benefit)
|
(0.4
|
)
|
|
5.7
|
|
|
18.8
|
|
|
—
|
|
|
24.1
|
|
|||||
Earnings/(loss) from continuing operations
|
(46.7
|
)
|
|
174.6
|
|
|
82.2
|
|
|
(258.1
|
)
|
|
(48.0
|
)
|
|||||
Net earnings/(loss) from discontinued operations, net of tax
|
(0.1
|
)
|
|
(2.7
|
)
|
|
4.0
|
|
|
—
|
|
|
1.2
|
|
|||||
Net earnings/(loss)
|
(46.8
|
)
|
|
171.9
|
|
|
86.2
|
|
|
(258.1
|
)
|
|
(46.8
|
)
|
|||||
Less: Net earnings/(loss) attributable to noncontrolling interest, net of tax
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||||
Net earnings/(loss) attributable to Catalent
|
(46.7
|
)
|
|
171.9
|
|
|
86.2
|
|
|
(258.1
|
)
|
|
(46.7
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings/(loss)
|
(46.8
|
)
|
|
171.9
|
|
|
86.2
|
|
|
(258.1
|
)
|
|
(46.8
|
)
|
|||||
Other comprehensive income/(loss), net of tax
|
(16.8
|
)
|
|
2.5
|
|
|
(52.6
|
)
|
|
50.1
|
|
|
(16.8
|
)
|
|||||
Comprehensive income/(loss)
|
(63.6
|
)
|
|
174.4
|
|
|
33.6
|
|
|
(208.0
|
)
|
|
(63.6
|
)
|
|
Issuer
|
|
Guarantor
|
|
Non-
Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net revenue
|
$
|
—
|
|
|
$
|
591.9
|
|
|
$
|
1,127.4
|
|
|
$
|
(24.5
|
)
|
|
$
|
1,694.8
|
|
Cost of products sold
|
—
|
|
|
337.6
|
|
|
823.1
|
|
|
(24.5
|
)
|
|
1,136.2
|
|
|||||
Gross margin
|
—
|
|
|
254.3
|
|
|
304.3
|
|
|
—
|
|
|
558.6
|
|
|||||
Selling, general and administrative expenses
|
3.7
|
|
|
231.7
|
|
|
112.7
|
|
|
—
|
|
|
348.1
|
|
|||||
Impairment charges and (gain)/loss on sale of assets
|
—
|
|
|
(0.3
|
)
|
|
2.1
|
|
|
—
|
|
|
1.8
|
|
|||||
Restructuring and other
|
—
|
|
|
1.8
|
|
|
17.7
|
|
|
—
|
|
|
19.5
|
|
|||||
Property and casualty (gain)/loss, net
|
—
|
|
|
—
|
|
|
(8.8
|
)
|
|
—
|
|
|
(8.8
|
)
|
|||||
Operating earnings/(loss)
|
(3.7
|
)
|
|
21.0
|
|
|
180.7
|
|
|
—
|
|
|
198.0
|
|
|||||
Interest expense, net
|
181.9
|
|
|
0.7
|
|
|
0.6
|
|
|
—
|
|
|
183.2
|
|
|||||
Other (income)/expense, net
|
(142.2
|
)
|
|
(123.8
|
)
|
|
(260.0
|
)
|
|
522.2
|
|
|
(3.8
|
)
|
|||||
Earnings/(loss) from continuing operations before income taxes
|
(43.4
|
)
|
|
144.1
|
|
|
440.1
|
|
|
(522.2
|
)
|
|
18.6
|
|
|||||
Income tax expense/(benefit)
|
(3.0
|
)
|
|
5.7
|
|
|
13.8
|
|
|
—
|
|
|
16.5
|
|
|||||
Earnings/(loss) from continuing operations
|
(40.4
|
)
|
|
138.4
|
|
|
426.3
|
|
|
(522.2
|
)
|
|
2.1
|
|
|||||
Net earnings/(loss) from discontinued operations, net of tax
|
—
|
|
|
(40.0
|
)
|
|
(1.3
|
)
|
|
—
|
|
|
(41.3
|
)
|
|||||
Net earnings/(loss)
|
(40.4
|
)
|
|
98.4
|
|
|
425.0
|
|
|
(522.2
|
)
|
|
(39.2
|
)
|
|||||
Less: Net earnings/(loss) attributable to noncontrolling interest, net of tax
|
—
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|
1.2
|
|
|||||
Net earnings/(loss) attributable to Catalent
|
(40.4
|
)
|
|
98.4
|
|
|
423.8
|
|
|
(522.2
|
)
|
|
(40.4
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings/(loss)
|
(40.4
|
)
|
|
98.4
|
|
|
425.0
|
|
|
(522.2
|
)
|
|
(39.2
|
)
|
|||||
Other comprehensive income/(loss), net of tax
|
(37.3
|
)
|
|
(4.1
|
)
|
|
(127.4
|
)
|
|
130.3
|
|
|
(38.5
|
)
|
|||||
Comprehensive income/(loss)
|
(77.7
|
)
|
|
94.3
|
|
|
297.6
|
|
|
(391.9
|
)
|
|
(77.7
|
)
|
|
Issuer
|
|
Guarantor
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net revenue
|
$
|
—
|
|
|
$
|
490.9
|
|
|
$
|
1,058.3
|
|
|
$
|
(17.4
|
)
|
|
$
|
1,531.8
|
|
Cost of products sold
|
—
|
|
|
279.2
|
|
|
767.9
|
|
|
(17.4
|
)
|
|
1,029.7
|
|
|||||
Gross margin
|
—
|
|
|
211.7
|
|
|
290.4
|
|
|
—
|
|
|
502.1
|
|
|||||
Selling, general and administrative expenses
|
3.9
|
|
|
167.9
|
|
|
116.5
|
|
|
—
|
|
|
288.3
|
|
|||||
Impairment charges and (gain)/loss on sale of assets
|
0.2
|
|
|
3.4
|
|
|
—
|
|
|
—
|
|
|
3.6
|
|
|||||
Restructuring and other
|
—
|
|
|
4.8
|
|
|
7.7
|
|
|
—
|
|
|
12.5
|
|
|||||
Property and casualty (gain)/loss, net
|
—
|
|
|
0.3
|
|
|
11.3
|
|
|
—
|
|
|
11.6
|
|
|||||
Operating earnings/(loss)
|
(4.1
|
)
|
|
35.3
|
|
|
154.9
|
|
|
—
|
|
|
186.1
|
|
|||||
Interest expense, net
|
161.0
|
|
|
2.2
|
|
|
2.3
|
|
|
—
|
|
|
165.5
|
|
|||||
Other (income)/expense, net
|
(108.4
|
)
|
|
(462.4
|
)
|
|
72.7
|
|
|
524.1
|
|
|
26.0
|
|
|||||
Earnings/(loss) from continuing operations before income taxes
|
(56.7
|
)
|
|
495.5
|
|
|
79.9
|
|
|
(524.1
|
)
|
|
(5.4
|
)
|
|||||
Income tax expense/(benefit)
|
(3.2
|
)
|
|
3.5
|
|
|
23.4
|
|
|
—
|
|
|
23.7
|
|
|||||
Earnings/(loss) from continuing operations
|
(53.5
|
)
|
|
492.0
|
|
|
56.5
|
|
|
(524.1
|
)
|
|
(29.1
|
)
|
|||||
Net earnings/(loss) from discontinued operations, net of tax
|
(0.5
|
)
|
|
8.1
|
|
|
(28.6
|
)
|
|
—
|
|
|
(21.0
|
)
|
|||||
Net earnings/(loss)
|
(54.0
|
)
|
|
500.1
|
|
|
27.9
|
|
|
(524.1
|
)
|
|
(50.1
|
)
|
|||||
Less: Net earnings/(loss) attributable to noncontrolling interest, net of tax
|
—
|
|
|
—
|
|
|
3.9
|
|
|
—
|
|
|
3.9
|
|
|||||
Net earnings/(loss) attributable to Catalent
|
(54.0
|
)
|
|
500.1
|
|
|
24.0
|
|
|
(524.1
|
)
|
|
(54.0
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings/(loss)
|
(54.0
|
)
|
|
500.1
|
|
|
27.9
|
|
|
(524.1
|
)
|
|
(50.1
|
)
|
|||||
Other comprehensive income/(loss), net of tax
|
98.4
|
|
|
4.3
|
|
|
174.7
|
|
|
(182.9
|
)
|
|
94.5
|
|
|||||
Comprehensive income/(loss)
|
44.4
|
|
|
504.4
|
|
|
202.6
|
|
|
(707.0
|
)
|
|
44.4
|
|
|
Issuer
|
|
Guarantor
|
|
Non-
Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
5.3
|
|
|
$
|
16.2
|
|
|
$
|
84.9
|
|
|
$
|
—
|
|
|
$
|
106.4
|
|
Trade receivables, net
|
—
|
|
|
143.0
|
|
|
215.0
|
|
|
—
|
|
|
358.0
|
|
|||||
Intercompany receivables
|
368.7
|
|
|
18.8
|
|
|
159.6
|
|
|
(547.1
|
)
|
|
—
|
|
|||||
Inventories
|
—
|
|
|
26.2
|
|
|
98.7
|
|
|
—
|
|
|
124.9
|
|
|||||
Prepaid expenses and other
|
(15.0
|
)
|
|
57.3
|
|
|
46.3
|
|
|
—
|
|
|
88.6
|
|
|||||
Total current assets
|
359.0
|
|
|
261.5
|
|
|
604.5
|
|
|
(547.1
|
)
|
|
677.9
|
|
|||||
Property, plant, and equipment, net
|
(0.2
|
)
|
|
375.9
|
|
|
438.8
|
|
|
—
|
|
|
814.5
|
|
|||||
Other assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
—
|
|
|
332.0
|
|
|
691.4
|
|
|
—
|
|
|
1,023.4
|
|
|||||
Other intangibles, net
|
—
|
|
|
92.2
|
|
|
280.0
|
|
|
—
|
|
|
372.2
|
|
|||||
Investment in subsidiaries
|
2,861.3
|
|
|
—
|
|
|
—
|
|
|
(2,856.1
|
)
|
|
5.2
|
|
|||||
Deferred income taxes asset
|
38.3
|
|
|
47.5
|
|
|
46.4
|
|
|
—
|
|
|
132.2
|
|
|||||
Other
|
18.2
|
|
|
10.2
|
|
|
3.0
|
|
|
—
|
|
|
31.4
|
|
|||||
Total assets
|
$
|
3,276.6
|
|
|
$
|
1,119.3
|
|
|
$
|
2,064.1
|
|
|
$
|
(3,403.2
|
)
|
|
$
|
3,056.8
|
|
Liabilities and Shareholder’s Deficit
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current portion of long-term obligations and other short-term borrowings
|
$
|
18.2
|
|
|
$
|
6.5
|
|
|
$
|
10.3
|
|
|
$
|
—
|
|
|
$
|
35.0
|
|
Accounts payable
|
—
|
|
|
48.9
|
|
|
101.9
|
|
|
—
|
|
|
150.8
|
|
|||||
Intercompany accounts payable
|
1,215.0
|
|
|
(1,219.0
|
)
|
|
53.1
|
|
|
(49.1
|
)
|
|
—
|
|
|||||
Other accrued liabilities
|
15.2
|
|
|
100.0
|
|
|
113.9
|
|
|
(4.6
|
)
|
|
224.5
|
|
|||||
Total current liabilities
|
1,248.4
|
|
|
(1,063.6
|
)
|
|
279.2
|
|
|
(53.7
|
)
|
|
410.3
|
|
|||||
Long-term obligations, less current portion
|
2,590.3
|
|
|
25.1
|
|
|
41.2
|
|
|
—
|
|
|
2,656.6
|
|
|||||
Intercompany long-term debt
|
(169.7
|
)
|
|
0.5
|
|
|
662.6
|
|
|
(493.4
|
)
|
|
—
|
|
|||||
Pension liability
|
—
|
|
|
57.6
|
|
|
76.5
|
|
|
—
|
|
|
134.1
|
|
|||||
Deferred income taxes liability
|
17.9
|
|
|
116.0
|
|
|
85.2
|
|
|
—
|
|
|
219.1
|
|
|||||
Other liabilities
|
—
|
|
|
26.5
|
|
|
20.5
|
|
|
—
|
|
|
47.0
|
|
|||||
Shareholder’s equity/(deficit):
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Catalent shareholder’s equity/(deficit)
|
(410.3
|
)
|
|
1,957.2
|
|
|
898.5
|
|
|
(2,856.1
|
)
|
|
(410.7
|
)
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|||||
Total shareholder’s deficit
|
(410.3
|
)
|
|
1,957.2
|
|
|
898.9
|
|
|
(2,856.1
|
)
|
|
(410.3
|
)
|
|||||
Total liabilities and shareholder’s deficit
|
$
|
3,276.6
|
|
|
$
|
1,119.3
|
|
|
$
|
2,064.1
|
|
|
$
|
(3,403.2
|
)
|
|
$
|
3,056.8
|
|
|
Issuer
|
|
Guarantor
|
|
Non-
Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
2.7
|
|
|
$
|
49.5
|
|
|
$
|
86.8
|
|
|
$
|
—
|
|
|
$
|
139.0
|
|
Trade receivables, net
|
—
|
|
|
112.4
|
|
|
225.9
|
|
|
—
|
|
|
338.3
|
|
|||||
Intercompany receivables
|
(406.6
|
)
|
|
1,070.5
|
|
|
784.7
|
|
|
(1,448.6
|
)
|
|
—
|
|
|||||
Inventories
|
—
|
|
|
24.0
|
|
|
94.7
|
|
|
—
|
|
|
118.7
|
|
|||||
Prepaid expenses and other
|
19.1
|
|
|
32.6
|
|
|
57.0
|
|
|
—
|
|
|
108.7
|
|
|||||
Total current assets
|
(384.8
|
)
|
|
1,289.0
|
|
|
1,249.1
|
|
|
(1,448.6
|
)
|
|
704.7
|
|
|||||
Property, plant, and equipment, net
|
—
|
|
|
353.8
|
|
|
455.9
|
|
|
—
|
|
|
809.7
|
|
|||||
Other assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
—
|
|
|
331.4
|
|
|
698.5
|
|
|
—
|
|
|
1,029.9
|
|
|||||
Other intangibles, net
|
—
|
|
|
104.1
|
|
|
313.6
|
|
|
—
|
|
|
417.7
|
|
|||||
Investment in subsidiaries
|
3,632.1
|
|
|
—
|
|
|
—
|
|
|
(3,630.5
|
)
|
|
1.6
|
|
|||||
Deferred income taxes asset
|
4.0
|
|
|
68.0
|
|
|
63.2
|
|
|
—
|
|
|
135.2
|
|
|||||
Other
|
22.7
|
|
|
15.3
|
|
|
2.2
|
|
|
—
|
|
|
40.2
|
|
|||||
Total assets
|
$
|
3,274.0
|
|
|
$
|
2,161.6
|
|
|
$
|
2,782.5
|
|
|
$
|
(5,079.1
|
)
|
|
$
|
3,139.0
|
|
Liabilities and Shareholder’s Deficit
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current portion of long-term obligations and other short-term borrowings
|
$
|
17.8
|
|
|
$
|
7.7
|
|
|
$
|
17.7
|
|
|
$
|
—
|
|
|
$
|
43.2
|
|
Accounts payable
|
—
|
|
|
42.6
|
|
|
91.6
|
|
|
—
|
|
|
134.2
|
|
|||||
Intercompany accounts payable
|
1,080.4
|
|
|
—
|
|
|
79.0
|
|
|
(1,159.4
|
)
|
|
—
|
|
|||||
Other accrued liabilities
|
49.4
|
|
|
95.7
|
|
|
116.8
|
|
|
—
|
|
|
261.9
|
|
|||||
Total current liabilities
|
1,147.6
|
|
|
146.0
|
|
|
305.1
|
|
|
(1,159.4
|
)
|
|
439.3
|
|
|||||
Long-term obligations, less current portion
|
2,574.1
|
|
|
20.9
|
|
|
45.3
|
|
|
—
|
|
|
2,640.3
|
|
|||||
Intercompany long-term debt
|
(106.5
|
)
|
|
2.4
|
|
|
391.7
|
|
|
(287.6
|
)
|
|
—
|
|
|||||
Pension liability
|
—
|
|
|
55.7
|
|
|
84.6
|
|
|
—
|
|
|
140.3
|
|
|||||
Deferred income taxes liability
|
9.5
|
|
|
107.5
|
|
|
102.9
|
|
|
—
|
|
|
219.9
|
|
|||||
Other liabilities
|
—
|
|
|
29.5
|
|
|
20.4
|
|
|
—
|
|
|
49.9
|
|
|||||
Shareholder’s equity/(deficit):
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Catalent shareholder’s equity/(deficit)
|
(350.7
|
)
|
|
1,799.6
|
|
|
1,832.5
|
|
|
(3,632.1
|
)
|
|
(350.7
|
)
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total shareholder’s deficit
|
(350.7
|
)
|
|
1,799.6
|
|
|
1,832.5
|
|
|
(3,632.1
|
)
|
|
(350.7
|
)
|
|||||
Total liabilities and shareholder’s deficit
|
$
|
3,274.0
|
|
|
$
|
2,161.6
|
|
|
$
|
2,782.5
|
|
|
$
|
(5,079.1
|
)
|
|
$
|
3,139.0
|
|
|
Issuer
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by/(used in) operating activities from continuing operations
|
$
|
(293.2
|
)
|
|
$
|
218.5
|
|
|
$
|
213.8
|
|
|
—
|
|
|
$
|
139.1
|
|
|
Net cash provided by/(used in) operating activities from discontinued operations
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|||||
Net cash provided by/(used in) operating activities
|
(293.2
|
)
|
|
217.1
|
|
|
213.8
|
|
|
—
|
|
|
137.7
|
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Acquisition of property, equipment and other productive assets
|
—
|
|
|
(76.3
|
)
|
|
(46.2
|
)
|
|
—
|
|
|
(122.5
|
)
|
|||||
Proceeds from sale of property and equipment
|
—
|
|
|
0.2
|
|
|
2.7
|
|
|
—
|
|
|
2.9
|
|
|||||
Payment for acquisitions, net
|
(2.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.5
|
)
|
|||||
Net cash provided by/(used in) investing activities from continuing operations
|
(2.5
|
)
|
|
(76.1
|
)
|
|
(43.5
|
)
|
|
—
|
|
|
(122.1
|
)
|
|||||
Net cash provided by/(used in) investing activities from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by/(used in) investing activities
|
(2.5
|
)
|
|
(76.1
|
)
|
|
(43.5
|
)
|
|
—
|
|
|
(122.1
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Intercompany
|
331.5
|
|
|
(171.8
|
)
|
|
(159.7
|
)
|
|
—
|
|
|
—
|
|
|||||
Net change in short-term borrowings
|
—
|
|
|
(0.3
|
)
|
|
(3.6
|
)
|
|
—
|
|
|
(3.9
|
)
|
|||||
Proceeds from Borrowing, net
|
672.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
672.7
|
|
|||||
Payments related to long-term obligations
|
(696.3
|
)
|
|
(2.2
|
)
|
|
(10.0
|
)
|
|
—
|
|
|
(708.5
|
)
|
|||||
Reclassification of call premium payment
|
(10.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.8
|
)
|
|||||
Equity contribution/(redemption)
|
1.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|||||
Net cash (used in)/provided by financing activities from continuing operations
|
298.3
|
|
|
(174.3
|
)
|
|
(173.3
|
)
|
|
—
|
|
|
(49.3
|
)
|
|||||
Net cash (used in)/provided by financing activities from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net cash (used in)/provided by financing activities
|
298.3
|
|
|
(174.3
|
)
|
|
(173.3
|
)
|
|
—
|
|
|
(49.3
|
)
|
|||||
Effect of foreign currency on cash
|
—
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|
1.1
|
|
|||||
NET INCREASE/(DECREASE) IN CASH AND EQUIVALENTS
|
2.6
|
|
|
(33.3
|
)
|
|
(1.9
|
)
|
|
—
|
|
|
(32.6
|
)
|
|||||
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD
|
2.7
|
|
|
49.5
|
|
|
86.8
|
|
|
—
|
|
|
139.0
|
|
|||||
CASH AND EQUIVALENTS AT END OF PERIOD
|
$
|
5.3
|
|
|
$
|
16.2
|
|
|
$
|
84.9
|
|
|
$
|
—
|
|
|
$
|
106.4
|
|
|
Issuer
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by/(used in) operating activities from continuing operations
|
$
|
(531.2
|
)
|
|
$
|
163.0
|
|
|
$
|
455.9
|
|
|
$
|
—
|
|
|
$
|
87.7
|
|
Net cash provided by/(used in) operating activities from discontinued operations
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|||||
Net cash provided by/(used in) operating activities
|
(531.2
|
)
|
|
163.2
|
|
|
455.9
|
|
|
—
|
|
|
87.9
|
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Acquisition of property and equipment and other productive assets
|
—
|
|
|
(42.3
|
)
|
|
(61.9
|
)
|
|
—
|
|
|
(104.2
|
)
|
|||||
Proceeds from sale of property and equipment
|
—
|
|
|
1.3
|
|
|
0.9
|
|
|
—
|
|
|
2.2
|
|
|||||
Proceeds from insurance related to long lived assets
|
—
|
|
|
—
|
|
|
21.3
|
|
|
—
|
|
|
21.3
|
|
|||||
Payment for acquisitions, net of cash
|
(457.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(457.5
|
)
|
|||||
Net cash provided by/(used in) investing activities from continuing operations
|
(457.5
|
)
|
|
(41.0
|
)
|
|
(39.7
|
)
|
|
—
|
|
|
(538.2
|
)
|
|||||
Net cash provided by/(used in) investing activities from discontinued operations
|
—
|
|
|
43.7
|
|
|
—
|
|
|
—
|
|
|
43.7
|
|
|||||
Net cash provided by/(used in) investing activities
|
(457.5
|
)
|
|
2.7
|
|
|
(39.7
|
)
|
|
—
|
|
|
(494.5
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Intercompany
|
618.6
|
|
|
(147.7
|
)
|
|
(470.9
|
)
|
|
—
|
|
|
—
|
|
|||||
Net change in short-term borrowings
|
—
|
|
|
—
|
|
|
(2.9
|
)
|
|
—
|
|
|
(2.9
|
)
|
|||||
Payments related to revolver credit facility fees
|
(1.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
|||||
Proceeds from Borrowing, net
|
393.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
393.3
|
|
|||||
Repayments of long-term obligations
|
(23.6
|
)
|
|
(2.1
|
)
|
|
(11.3
|
)
|
|
—
|
|
|
(37.0
|
)
|
|||||
Equity contribution (redemption)
|
1.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|||||
Net cash (used in)/provided by financing activities from continuing operations
|
987.8
|
|
|
(149.8
|
)
|
|
(485.1
|
)
|
|
—
|
|
|
352.9
|
|
|||||
Net cash (used in)/provided by financing activities from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by/(used in) financing activities
|
987.8
|
|
|
(149.8
|
)
|
|
(485.1
|
)
|
|
—
|
|
|
352.9
|
|
|||||
Effect of foreign currency on cash
|
—
|
|
|
—
|
|
|
(12.4
|
)
|
|
—
|
|
|
(12.4
|
)
|
|||||
NET INCREASE/(DECREASE) IN CASH AND EQUIVALENTS
|
(0.9
|
)
|
|
16.1
|
|
|
(81.3
|
)
|
|
—
|
|
|
(66.1
|
)
|
|||||
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD
|
3.6
|
|
|
33.4
|
|
|
168.1
|
|
|
—
|
|
|
205.1
|
|
|||||
CASH AND EQUIVALENTS AT END OF PERIOD
|
$
|
2.7
|
|
|
$
|
49.5
|
|
|
$
|
86.8
|
|
|
$
|
—
|
|
|
$
|
139.0
|
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by / (used in) operating activities from continuing operations
|
$
|
(557.5
|
)
|
|
$
|
539.7
|
|
|
$
|
129.4
|
|
|
$
|
—
|
|
|
$
|
111.6
|
|
Net cash provided by/(used in) operating activities from discontinued operations
|
—
|
|
|
3.8
|
|
|
(15.7
|
)
|
|
|
|
(11.9
|
)
|
||||||
Net cash provided by / (used in) operating activities
|
(557.5
|
)
|
|
543.5
|
|
|
113.7
|
|
|
—
|
|
|
99.7
|
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Acquisition of property and equipment and other productive assets
|
—
|
|
|
(32.8
|
)
|
|
(54.5
|
)
|
|
—
|
|
|
(87.3
|
)
|
|||||
Proceeds from sale of property and equipment
|
—
|
|
|
0.1
|
|
|
3.9
|
|
|
—
|
|
|
4.0
|
|
|||||
Net cash provided by/(used in) investing activities from continuing operations
|
—
|
|
|
(32.7
|
)
|
|
(50.6
|
)
|
|
—
|
|
|
(83.3
|
)
|
|||||
Net cash provided by/(used in) investing activities from discontinued operations
|
—
|
|
|
6.8
|
|
|
26.1
|
|
|
|
|
32.9
|
|
||||||
Net cash provided by/(used in) investing activities
|
—
|
|
|
(25.9
|
)
|
|
(24.5
|
)
|
|
—
|
|
|
(50.4
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Intercompany
|
464.1
|
|
|
(515.9
|
)
|
|
51.8
|
|
|
—
|
|
|
—
|
|
|||||
Net change in short-term borrowings
|
(4.5
|
)
|
|
—
|
|
|
1.2
|
|
|
|
|
|
(3.3
|
)
|
|||||
Repayments of long-term obligations
|
(14.2
|
)
|
|
(0.1
|
)
|
|
(9.8
|
)
|
|
—
|
|
|
(24.1
|
)
|
|||||
Distribution to noncontrolling interest holder
|
—
|
|
|
—
|
|
|
(2.6
|
)
|
|
—
|
|
|
(2.6
|
)
|
|||||
Equity contribution (redemption)
|
3.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.9
|
|
|||||
Net cash (used in)/ provided by financing activities from continuing operations
|
449.3
|
|
|
(516.0
|
)
|
|
40.6
|
|
|
—
|
|
|
(26.1
|
)
|
|||||
Net cash (used in)/provided by financing activities from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by/(used in) financing activities
|
449.3
|
|
|
(516.0
|
)
|
|
40.6
|
|
|
—
|
|
|
(26.1
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Effect of foreign currency on cash
|
94.1
|
|
|
—
|
|
|
(76.2
|
)
|
|
|
|
17.9
|
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
NET INCREASE/(DECREASE) IN CASH AND EQUIVALENTS
|
(14.1
|
)
|
|
1.6
|
|
|
53.6
|
|
|
—
|
|
|
41.1
|
|
|||||
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD
|
17.7
|
|
|
31.8
|
|
|
114.5
|
|
|
—
|
|
|
164.0
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
CASH AND EQUIVALENTS AT END OF PERIOD
|
$
|
3.6
|
|
|
$
|
33.4
|
|
|
$
|
168.1
|
|
|
$
|
—
|
|
|
$
|
205.1
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
Item 9A.
|
CONTROLS AND PROCEDURES
|
•
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Name
|
Age
|
Position
|
John R. Chiminski
|
49
|
President & Chief Executive Officer and Director
|
Matthew Walsh
|
47
|
Executive Vice President and Chief Financial Officer
|
Scott Houlton
|
46
|
President, Development and Clinical Services
|
David Heyens
|
57
|
President, Oral Technologies—Softgel
|
Ian Muir
|
47
|
President, Oral Technologies—Modified Release Technology
|
Barry Littlejohns
|
47
|
President, Medication Delivery Systems
|
Michael Del Priore
|
51
|
Senior Vice President, Chief Information Officer
|
William Downie
|
46
|
Senior Vice President, Global Marketing & Sales
|
Sharon Johnson
|
49
|
Senior Vice President, Global Quality and Regulatory Affairs
|
Samrat S. Khichi
|
45
|
Senior Vice President, Chief Administrative Officer, General Counsel and Secretary
|
Stephen Leonard
|
50
|
Senior Vice President, Global Operations
|
Kurt Nielsen
|
46
|
Senior Vice President, Innovation & Growth and Chief Technology Officer
|
Lance Miyamoto
|
58
|
Senior Vice President, Human Resources
|
Cornell Stamoran
|
45
|
Vice President, Strategy and Corporate Development
|
Charles Silvey
|
54
|
Vice President, Internal Audit & Finance Operations
|
Chinh E. Chu
|
46
|
Director
|
Michael Dal Bello
|
42
|
Director
|
Bruce McEvoy
|
36
|
Director
|
Paul Clark
|
66
|
Director
|
James Quella
|
63
|
Director
|
Melvin D. Booth
|
68
|
Director
|
Arthur J. Higgins
|
57
|
Director
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
Name
|
Fees
Earned or
Paid In
Cash
($)(1) |
|
Option
Awards
($)(2)(3)
|
|
Total
($) |
||
|
(b)
|
|
(c)
|
|
(d)
|
||
Paul Clark
|
125,000
|
|
|
|
|
125,000
|
|
Bruce McEvoy (4)
|
|
|
|
|
|
|
|
James Quella (4)
|
|
|
|
|
|
|
|
Michael Dal Bello (4)
|
|
|
|
|
|
|
|
Chinh Chu (4)
|
|
|
|
|
|
|
|
Arthur Higgins
|
125,000
|
|
|
|
|
125,000
|
|
Melvin Booth
|
125,000
|
|
|
|
|
125,000
|
|
(1)
|
Amounts reported in column (b) reflect annual retainer fees.
|
(2)
|
None of our directors were granted options during fiscal 2013.
|
(3)
|
As of June 30, 2013, Messrs. Clark, Higgins and Booth each held 612, 725 and 725 unexercised PTS Holdings Corp. options, respectively.
|
(4)
|
Employees of The Blackstone Group and do not receive any compensation from us for their services on our board of directors. As described under “Description of Director Compensation” below, in July 2013, as a result of Mr. Quella no longer being employed with The Blackstone Group, we approved an annual retainer for him and he was awarded 660 time-based vesting options which vest 20% per year on the first five anniversaries of the grant date, subject to his continued service.
|
Compensation Element
|
|
Compensation Objectives Designed to be Achieved
|
|
|
|
Base Salary
|
|
Attract, motivate and retain high caliber talent
|
|
|
|
Cash Bonus Opportunity
|
|
Compensation “at risk” and tied to achievement of business goals and individual performance
|
|
|
|
Long-Term Equity Incentive Opportunity
|
|
Align compensation with the creation of stockholder value and achievement of business goals
|
|
|
|
Deferred Compensation Opportunity and Other Retirement Benefits
|
|
Attract, motivate and retain high caliber talent
|
|
|
|
Severance and other Benefits Potentially Payable Upon Certain Terminations of Employment or a Change in Control
|
|
Attract, motivate and retain high caliber talent
|
|
|
|
Welfare Benefits
|
|
Attract, motivate and retain high caliber talent
|
Name and Principal Position
|
Year
|
Salary
($)(1)
|
Bonus
($)(2)
|
Stock
Awards
($) |
Option
Awards
($)(4)
|
Non-Equity
Incentive Plan
Compensation
($)(5)
|
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($) |
All Other
Compensation
($)(6)
|
Total
($) |
||||||||
John Chiminski
|
2013
|
850,000
|
|
—
|
|
—
|
|
2,904,100
|
|
1,550,000
|
|
—
|
|
33,047
|
|
5,337,147
|
|
President & Chief Executive Officer and Director
|
2012
|
801,923
|
|
—
|
|
—
|
|
—
|
|
2,000,000
|
|
—
|
|
63,064
|
|
2,864,987
|
|
2011
|
750,000
|
|
500,000
|
|
—
|
|
—
|
|
1,500,000
|
|
—
|
|
75,096
|
|
2,825,096
|
|
|
Matthew Walsh
|
2013
|
611,538
|
|
114,698
|
|
—
|
|
396,825
|
|
413,344
|
|
—
|
|
10,697
|
|
1,547,102
|
|
Executive Vice President & Chief Financial Officer
|
2012
|
571,650
|
|
185,000
|
|
520,000
(3)
|
|
346,380
|
|
526,097
|
|
—
|
|
23,572
|
|
2,172,699
|
|
2011
|
494,700
|
|
100,000
|
|
—
|
|
—
|
|
560,000
|
|
—
|
|
9,921
|
|
1,164,621
|
|
|
William Downie
(7)
|
2013
|
424,398
|
|
9,480
|
|
—
|
|
257,303
|
|
254,775
|
|
—
|
|
179,183
|
|
1,125,139
|
|
Senior Vice President, Sales & Marketing
|
2012
|
385,000
|
|
—
|
|
—
|
|
—
|
|
335,520
|
|
—
|
|
178,798
|
|
899,318
|
|
Samrat Khichi
|
2013
|
439,000
|
|
85,536
|
|
—
|
|
557,712
|
|
296,325
|
|
—
|
|
10,598
|
|
1,389,171
|
|
Senior Vice President, Chief Administrative Officer and General Counsel
|
2012
|
412,192
|
|
150,000
|
|
—
|
|
—
|
|
378,310
|
|
—
|
|
10,343
|
|
950,845
|
|
2011
|
386,692
|
|
100,000
|
|
—
|
|
—
|
|
352,000
|
|
—
|
|
7,821
|
|
846,513
|
|
|
Stephen Leonard
|
2013
|
415,000
|
|
84,960
|
|
—
|
|
270,207
|
|
280,125
|
|
—
|
|
10,759
|
|
1,061,051
|
|
Senior Vice President, Global Operations
|
2012
|
392,500
|
|
100,000
|
|
—
|
|
—
|
|
375,000
|
|
—
|
|
10,540
|
|
878,040
|
|
2011
|
380,962
|
|
75,000
|
|
—
|
|
—
|
|
460,000
|
|
—
|
|
7,875
|
|
923,837
|
|
(1)
|
Amounts reported include any compensation an NEO elected to defer under our non-qualified deferred compensation plan. Catalent's practice is to review executive compensation on an 18 month cycle. Actual changes in compensation may occur earlier based on performance and market competitiveness. As a result, Mr. Walsh's base salary was increased from $600,000 to $625,000, effective January 1, 2013.
|
(2)
|
Amounts reported for fiscal 2013 reflect the discretionary portion of the annual MIP bonus. Amounts reported for Messrs. Walsh, Khichi and Leonard for fiscal 2013 also represent additional discretionary bonuses awarded in recognition of their superior performance in fiscal 2013 as follows: Mr. Walsh $100,000; Mr. Khichi $75,000; and Mr. Leonard $75,000.
|
(3)
|
Reflects RSUs granted by PTS Holdings Corp. to Mr. Walsh on October 11, 2011 pursuant to the terms of his new employment agreement. Amounts reported for these RSUs reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718.
|
(4)
|
Reflects options granted by PTS Holdings Corp. to the NEOs to acquire shares of PTS Holdings Corp. common stock. Except as indicated below, amounts reported reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. The fair value of stock options is determined using the Black-Scholes-Merton option pricing model for service and performance based awards, and an adaptation of the Black-Scholes-Merton option valuation model, which takes into consideration the internal rate of return thresholds, for market based awards. This model adaptation is essentially equivalent to the use of path dependent-lattice model.
The weighted average of assumptions used in estimating the fair value of stock options granted during each year, along with the weighted-average grant-date fair values, were as follows:
|
|
Year Ended June 30,
|
||||
|
2013
|
|
2012
|
|
2011
|
Expected volatility
|
30% - 31%
|
|
29% - 30%
|
|
29% - 30%
|
Expected life (in years)
|
5.82 - 6.5
|
|
6.5 - 7.5
|
|
6.5 - 7.5
|
Risk-free interest rates
|
0.3% - 1.9%
|
|
1.3% - 1.6%
|
|
2.7% - 3.2%
|
Dividend yield
|
None
|
|
None
|
|
None
|
(5)
|
Mr. Chiminski was required, per his employment agreement, to use 50% of the after-tax proceeds of his annual MIP bonus paid in respect of fiscal 2010 or 2011, in each case, to promptly purchase shares of PTS Holdings Corp. common stock at a purchase price of $750 or he had the ability to elect to defer a portion of his fiscal 2011 annual MIP bonus to satisfy this stock purchase requirement. Amount reported for fiscal 2011 includes an annual MIP bonus amount of $1,500,000 of which $750,000 paid in cash and 721.15 fully vested RSUs with a grant date fair value of $750,000 were awarded to Mr. Chiminski on September 16, 2011 pursuant to his election to defer 50% of his annual MIP bonus to satisfy his stock purchase requirement. Amount reported for Mr. Chiminski for fiscal 2012 reflects a correction of the original amount reported for his 2012 MIP bonus.
|
(6)
|
The supplemental table below sets forth the details of amounts reported as “All Other Compensation” for fiscal 2013.
|
(7)
|
Certain amounts in “All Other Compensation” were paid to Mr. Downie in pounds sterling. These amounts were converted to U.S. dollars at an exchange rate of 1.57 which represents the average end of month rates during our fiscal year ending June 30, 2013.
|
Name
|
Employer 401(k)
Matching
Contributions
($)(1)
|
Employer Non-
Qualified
Deferred
Compensation
Matching
Contributions
($)(2)
|
Employer
Qualified UK
DC Plan
Contributions
($)(3)
|
Car
Allowance
($)(4)
|
Housing
Allowance
($)(5)
|
Financial
Services
Reimbursement
($)(6)
|
Life Insurance
Policy
Reimbursement
($)(7)
|
Total
($)(8) |
||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
||||||||
John Chiminski
|
981
|
|
2,850
|
|
|
|
|
|
|
|
21,115
|
|
12,811
|
|
33,047
|
|
Matthew Walsh
|
7,500
|
|
3,196
|
|
|
|
|
|
|
|
|
|
|
|
10,696
|
|
William Downie
|
|
|
|
31,769
|
|
19,900
|
|
122,264
|
|
|
|
|
|
179,183
|
|
|
Samrat Khichi
|
7,598
|
|
3,000
|
|
|
|
|
|
|
|
|
|
|
10,598
|
|
|
Stephen Leonard
|
7,759
|
|
3,000
|
|
|
|
|
|
|
|
|
|
|
10,759
|
|
(1)
|
The Company's 401(k) plan provides for a 50% matching contribution on the first 6% of participants' pre-tax contributions up to IRS limits.
|
(2)
|
The Catalent Pharma Solutions, LLC Deferred Compensation Plan provides for a 50% matching contribution on the first 6% of eligible pay that employees contribute to the plan up to the first $100,000 above the IRS qualified plan limits.
|
(3)
|
On October 11, 2010, Mr. Downie transferred from Swindon U.K. to our corporate offices in the U.S. for his assignment as Senior Vice President, Global Sales & Marketing. As part of the terms of his November 18, 2010 letter agreement, Mr. Downie was allowed to maintain his continued participation in the Catalent Pharma Solutions UK Pension Plan with an employer contribution of 8%.
|
(4)
|
Per the terms of our Long-Term International Assignment Policy, if an International Assignee was provided a car or car allowance in their home country then a comparable benefit will be provided at the assignment location. Per the terms of Mr. Downie's 2010 letter agreement, he is eligible for his car and fuel allowance from the effective date of his assignment. Mr. Downie agreement was extended with the same terms in fiscal year 2013 for an additional 24 months. Mr. Downie is responsible for any tax due on the taxable portion of this benefit.
|
(5)
|
As part of Mr. Downie's relocation, the Company agreed to pay for certain housing expenses for a period of twenty-four months from the effective date of his assignment. We also paid for taxes due as a result of providing this benefit during the rental period. The amount reported in column (f) includes the Federal tax gross-up of $39,794 and state tax gross-up of $10,472.
|
(6)
|
Pursuant to the terms of Mr. Chiminski's December 2011 letter agreement, with respect to each calendar year during the employment term, he is entitled to be reimbursed by us (on a tax-grossed-up basis) for the reasonable cost of financial services/planning, subject to an aggregate cap of $15,000 for such service/planning. Mr. Chiminski received financial services/planning reimbursement in May 2013 totaling $4,195 and in March 2013 totaling $10,269. The amount in column (g) includes an aggregate tax gross-up of $6,651 with respect to Mr. Chiminski's financial services reimbursement benefit.
|
(7)
|
Pursuant to the terms of Mr. Chiminski's December 2011 letter agreement, with respect to each calendar year during the employment term, he is entitled to be reimbursed by us (on a tax-grossed-up basis) for the reasonable cost of premiums for an executive life insurance policy subject to an aggregate cap of $15,000. For fiscal year 2013, Mr. Chiminski received reimbursement in the amount of $8,775 in December 2012. The amount in column (h) includes a tax gross-up of $4,036 with respect to Mr. Chiminski's life insurance policy benefit.
|
(8)
|
In fiscal 2013, the Company also agreed to reimburse Mr. Downie $5,250, which is included in the amount reported in column (i), for miscellaneous expenses related to his children's educational needs. Mr. Downie is responsible for any tax due on the taxable portion of this benefit.
|
|
Grant
Date
|
Estimated Possible Payouts Under
Non-equity Incentive
Plan Awards
(1) |
|
Estimated Future Payouts
Under Equity Incentive
Plan Awards
(2) |
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)
|
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
|
Exercise
or Base
Price of
Option
Awards
($/Sh)
|
Grant
Date
Fair
Value of
Stock
and
Option
Awards
($)(3)
|
||||||||||||
Name
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
|||||||||||||
John Chiminski
|
6/25/2013
|
500,000
|
|
1,000,000
|
|
2,000,000
|
|
|
1,000
|
|
10,000
|
|
10,000
|
|
|
|
1,310
|
|
2,904,100
|
|
Matthew Walsh
|
6/25/2013
|
206,673
|
|
459,273
|
|
688,910
|
|
|
136
|
|
1,367
|
|
1,367
|
|
|
|
1,310
|
|
396,825
|
|
William Downie
|
6/25/2013
|
133,313
|
|
296,250
|
|
444,375
|
|
|
88
|
|
886
|
|
886
|
|
|
|
1,310
|
|
257,303
|
|
Samrat Khichi
|
6/25/2013
|
148,163
|
|
329,250
|
|
493,875
|
|
|
192
|
|
1,921
|
|
1,921
|
|
|
|
1,310
|
|
557,712
|
|
Stephen Leonard
|
6/25/2013
|
140,062
|
|
311,250
|
|
466,875
|
|
|
93
|
|
931
|
|
931
|
|
|
|
1,310
|
|
270,207
|
|
•
|
One-half of the shares subject to the exit event-vesting options will vest on the date, if any, when either (1) The Blackstone Group will have received cash proceeds or marketable securities from the sale of its investment in us aggregating in excess of 2.5 times the amount of its initial investment in us or (2) The Blackstone Group will have received a cash internal rate of return of at least 20% on its initial investment in us, and
|
•
|
One-half of the shares subject to the exit event-vesting options will vest on the date, if any, when either (1) The Blackstone Group will have received cash proceeds or marketable securities from the sale of its investment in us aggregating in excess of 1.75 times the amount of its initial investment in us or (2) The Blackstone Group will have received a cash internal rate of return of at least 15% on its initial investment in us.
|
Name
|
Grant
Date
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
(1) |
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#) |
Option
Exercise
Price
($) |
Option
Expiration
Date
(2) |
Number
of
Shares
of Units
of Stock
that
Have
Not
Vested
(#)(3)
|
Market
Value of
Shares or
Units of
Stock that
Have Not
Vested
($)(4)
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#) |
Equity
Incentive
Plan
Awards
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
have not
Vested
($) |
||||||||
(a)
|
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
||||||||
John Chiminski
|
6/25/2013
|
|
|
10,000
|
|
1,310
|
|
6/25/2023
|
|
|
|
|
||||||
|
10/23/2009
|
5,400
|
|
2,700
|
|
5,400
|
|
750
|
|
10/23/2019
|
—
|
|
—
|
|
—
|
|
—
|
|
|
3/17/2009
|
|
|
|
|
|
400
|
|
524,000
|
|
|
|
|
|
||||
|
10/23/2009
|
|
|
|
|
|
400
|
|
524,000
|
|
|
|
|
|
||||
Matthew Walsh
|
6/25/2013
|
|
|
1,367
|
|
1,310
|
|
6/25/2023
|
|
|
|
|
||||||
|
10/11/2011
|
333
|
|
500
|
|
667
|
|
1,040
|
|
10/11/2021
|
—
|
|
—
|
|
—
|
|
—
|
|
|
10/11/2011
|
|
|
|
|
|
332
|
|
434,920
|
|
|
|
|
|
||||
|
10/23/2009
|
1,441
|
|
693
|
|
1,599
|
|
750
|
|
10/23/2019
|
—
|
|
—
|
|
—
|
|
—
|
|
|
4/17/2008
|
267
|
|
—
|
|
—
|
|
1,000
|
|
4/17/2018
|
—
|
|
—
|
|
—
|
|
—
|
|
William Downie
|
6/25/2013
|
|
|
886
|
|
1,310
|
|
6/25/2023
|
|
|
|
|
||||||
|
10/23/2009
|
1,200
|
|
600
|
|
1,200
|
|
750
|
|
10/23/2019
|
—
|
|
—
|
|
—
|
|
—
|
|
Samrat Khichi
|
6/25/2013
|
|
|
1,921
|
|
1,310
|
|
6/25/2023
|
|
|
|
|
||||||
|
10/23/2009
|
1,120
|
|
547
|
|
1,200
|
|
750
|
|
10/23/2019
|
—
|
|
—
|
|
—
|
|
—
|
|
|
11/27/2007
|
133
|
|
—
|
|
—
|
|
1,000
|
|
11/27/2017
|
—
|
|
—
|
|
—
|
|
—
|
|
Stephen Leonard
|
6/25/2013
|
|
|
931
|
|
1,310
|
|
6/25/2023
|
|
|
|
|
||||||
|
10/23/2009
|
1,600
|
|
800
|
|
1,600
|
|
750
|
|
10/23/2019
|
—
|
|
—
|
|
—
|
|
—
|
|
(1)
|
The number of outstanding time-vesting and performance-vesting options vested and exercisable are reported in column (b) above. Unvested outstanding time options are reported in column (c) above and ordinarily become vested pursuant to the vesting schedule for time options described in the “Description of Equity-Based Awards” section above. Unvested outstanding performance options and exit options are reported in column (d) above and ordinarily become vested pursuant to the vesting schedule for performance options and exit options, as applicable, described in the “Description of Equity-Based Awards” section above. Other than with respect to the options granted to Mr. Walsh in fiscal 2012, which have a vesting reference date, all vesting of options granted to the NEOs occurs on the applicable anniversary of the grant date. The first 20% of the performance-based options granted in fiscal 2010 vested on October 23, 2010, the second 20% vested on October 23, 2011, the third 20% vested on October 23, 2012, and none of the outstanding performance exit options have vested. As described in the “Potential Payments Upon Termination or Change in Control” section below, all or a portion of each option grant may vest earlier in connection with a change in control of PTS Holdings Corp. or BHP PTS Holdings L.L.C. or certain terminations of employment.
|
(2)
|
The expiration date shown is the normal expiration date occurring on the tenth anniversary of the grant date. Options may terminate earlier in certain circumstances, such as in connection with a NEO's termination of employment or in connection with certain corporate transactions, including a change in control of PTS Holdings Corp. or BHP PTS Holdings L.L.C.
|
(3)
|
The number of outstanding RSUs reported for Mr. Chiminski in column (g) above represents two separate grants: 2,000 RSUs granted on March 17, 2009 and 1,000 RSUs granted on October 23, 2009. Each RSU grant vests 20% per year from the date of grant, subject to the executive's continued employment through the applicable vesting date. Once vested, the RSUs will be settled on the earlier to occur of (1) the seventh anniversary of Mr. Chiminski's employment
|
(4)
|
Based upon a market value of $1,310 per share as of June 30, 2013.
|
|
Option Awards
|
|
Stock Awards (1)
|
||||||||
Name
|
Number of
Shares
Acquired
on Exercise
(#) |
|
Value
Realized on
Exercise
($) |
|
Number
of Shares
Acquired
on Vesting
(#) |
|
Value
Realized on Vesting ($) (2) |
||||
(a)
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
||||
John Chiminski
|
—
|
|
|
—
|
|
|
600
|
|
|
780,000
|
|
Matthew Walsh
|
—
|
|
|
—
|
|
|
167
|
|
|
217,100
|
|
William Downie
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Stephen Leonard
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Samrat Khichi
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
For Mr. Chiminski the vested shares includes the vesting of 200 RSUs on October 23, 2012 with a value realized on vesting of $260,000 that were originally granted on October 23, 2009 and the vesting of 400 RSUs on March 17, 2013 with a value realized on vesting of $520,000 that were originally granted on March 17, 2009. The 200 RSUs that vested on October 23, 2012 and the 400 RSUs that vested on March 17, 2013 will be settled on the earlier to occur of (1) the seventh anniversary of Mr. Chiminski's employment commencement date (March 17, 2009), or (2) the date a change in control of PTS Holdings Corp. or BHP PTS Holdings L.L.C. occurs. For Mr. Walsh the vested shares include the vesting of 167 RSUs on September 26, 2012 with a value realized on vesting of $217,100. These vested RSUs will be settled on the earlier to occur of (x) March 26, 2015 and (y) the date that a change in control of PTS Holdings Corp. or BHP PTS Holdings L.L.C. occurs.
|
(2)
|
Based on a market value of $1,300 per share on September 26, 2012, October 23, 2012 and March 17, 2013, the applicable vesting dates.
|
Name
|
Executive
Contributions in Last FY ($)(1) |
Registrant
Contributions in
Last FY
($)(3)
|
Aggregate
Earnings
in Last
FY ($)(4)
|
Aggregate
Withdrawals/Distributions
($)
|
Aggregate
Balance
at Last
FYE
($)(5)
|
|||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
|||||
John Chiminski
|
|
|
|
|
|
|||||
Deferred Compensation
|
110,500
|
|
2,850
|
|
23,754
|
|
—
|
|
219,122
|
|
Vested but Undelivered RSUs
(2)
|
780,000
|
|
—
|
|
29,212
|
|
—
|
|
3,826,707
|
|
Total
|
890,500
|
|
2,850
|
|
52,966
|
|
—
|
|
4,045,829
|
|
Matthew Walsh
|
|
|
|
|
|
|
||||
Deferred Compensation
|
95,418
|
|
3,196
|
|
53,716
|
|
—
|
|
478,454
|
|
Vested but Undelivered RSUs
(2)
|
217,100
|
|
—
|
|
1,670
|
|
—
|
|
218,770
|
|
Total
|
312,518
|
|
3,196
|
|
55,386
|
|
—
|
|
697,224
|
|
William Downie
|
|
|
|
|
|
|
||||
Deferred Compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Samrat Khichi
|
|
|
|
|
|
|
||||
Deferred Compensation
|
28,535
|
|
3,000
|
|
20,292
|
|
—
|
|
153,037
|
|
Stephen Leonard
|
|
|
|
|
|
|
||||
Deferred Compensation
|
24,900
|
|
3,000
|
|
8,416
|
|
—
|
|
75,979
|
|
(1)
|
The amounts under “Deferred Compensation” are reported as compensation for fiscal 2013 under “Salary” in the Summary Compensation Table.
|
(2)
|
The amount reported for Mr. Chiminski in column (b) reflects the value of 600 vested and undelivered RSUs as of the vesting date of which 200 RSUs vested on October 23, 2012 and 400 RSUs vested on March 17, 2013. The 200 RSUs that vested on October 23, 2012 and the 400 RSUs that vested on March 17, 2013 will be settled on the earlier to occur of (1) the seventh anniversary of Mr. Chiminski's employment commencement date (March 17, 2009), or (2) the date a change in control of PTS Holdings Corp. or BHP PTS Holdings L.L.C. occurs. The amount reported for Mr. Walsh in column (b) reflects the value of 167 vested and undelivered RSUs as of the September 26, 2012 vesting date . The 167 RSUs that vested on September 26, 2012 will be settled on the earlier to occur of (x) March 26, 2015 and (y) the date that a change in control of PTS Holdings Corp. or BHP PTS Holdings L.L.C. occurs.
|
(3)
|
Amounts reported for Messrs. Chiminski, Walsh, Khichi and Leonard are reported as compensation for fiscal 2013 under “All Other Compensation” in the Summary Compensation Table.
|
(4)
|
Amount reported for Mr. Chiminski under “Vested but Undelivered RSUs” reflects the increase in fair market value between October 23, 2012 and June 30, 2013 with respect to 200 of the vested RSUs reported in column (b), and between March 17, 2013 and June 30, 2013 with respect to the 400 RSUs reported in column (b). Amount reported also reflects the increase in fair market value between July 1, 2012 and June 30, 2013 with respect to the 400 RSUs that vested on March 17, 2010 and that were reported in column (b) in the fiscal 2010 Non-Qualified Deferred Compensation Table and 600 RSUs in which 200 vested on October 23, 2010 and 400 vested on March 17, 2011 and that were reported in column (b) in the fiscal 2011 Non-Qualified Deferred Compensation Table and 600 RSUs in which 200 vested on October 23, 2011 and 400 vested on March 17, 2012 and that were reported in column (b) in the fiscal 2012 Non-Qualified Deferred Compensation Table and the 721.15 RSUs which were fully vested on the grant date of September 16, 2011 pursuant to Mr. Chiminski's election to defer 50% of his annual MIP bonus for fiscal 2011 to satisfy his stock purchase requirement for fiscal year 2011 and that were reported in column (b) in the fiscal 2012 Non-Qualified Deferred Compensation Table. Amount reported for Mr. Walsh under “Vested but Undelivered RSUs” reflects the increase in fair market value between September 26, 2012 and June 30, 2013 with respect to the 167 vested RSUs reported in column (b). The amounts reported are not considered compensation reportable in the Summary Compensation Table.
|
(5)
|
Includes $70,616 previously reported as compensation to Mr. Chiminski in the columns “Salary” and “All Other Compensation” in the Summary Compensation Table in previous years. Includes $260,924 previously reported as compensation to Mr. Walsh in the columns “Salary” and “All Other Compensation” in the Summary Compensation Table in previous years. Includes $80,633 previously reported as compensation to Mr. Khichi in the columns “Salary” and “All Other Compensation” in the Summary Compensation Table in previous years. Includes $35,031 previously reported as
|
Triggering Event
|
Value of
Option/RSU
Acceleration
(1) |
Value of Base
Salary and
Target Bonus
Payment
(2) |
Value of
Continued
Benefits
Participation
(3) |
Total
($) |
||||
Death or Disability
|
1,542,000
|
|
|
|
|
|
1,542,000
|
|
Termination by Us Without Cause or by Mr. Chiminski for Good Reason
|
1,542,000
|
|
3,700,000
|
|
22,791
|
|
5,264,791
|
|
Change in Control
|
2,560,000
|
|
|
|
|
|
2,560,000
|
|
Death or Disability Within Six months Prior to a change in Control
|
2,560,000
|
|
|
|
|
|
2,560,000
|
|
Termination by Us Without Cause or by Mr. Chiminski for Good Reason in Connection With a Change in Control
|
2,560,000
|
|
3,700,000
|
|
22,791
|
|
6,282,791
|
|
(1)
|
The amounts reported represent partial or full accelerated vesting of RSUs and options and are based on PTS Holdings Corp.'s common stock having a fair market value of $1,310 per share on June 28, 2013. The amounts reported reflect the “spread” value of $560 per share for the options granted on October 23, 2009 with an exercise price of $750 and no “spread” value for the options granted on June 25, 2013 with an exercise price of $1,310, in each case representing the difference between the fair market value and the exercise price. Amounts reported assume that the exit event options do not vest upon a change in control.
|
(2)
|
The amount reported consists of two times the sum of Mr. Chiminski's annual salary and target annual MIP bonus.
|
(3)
|
The amount reported represents income attributable to the health care premiums paid by the Company with respect to Mr. Chiminski's participation in our employee benefit plans for a two year period. Mr. Chiminski would also be entitled to be paid out for any unused paid time off days accrued during 2013 and up to five unused days from the prior year.
|
Triggering Event
|
Value of
Option/RSU
Acceleration
(1) |
Value of Base
Salary and
Target Bonus
Payment
(2) |
Value of
Continued
Benefits
Participation
(3) |
Total
($) |
||||
Death or Disability
|
261,589
|
|
|
|
|
|
261,589
|
|
Termination by Us Without Cause or by Mr. Walsh for Good Reason
|
261,589
|
|
2,187,500
|
|
22,791
|
|
2,471,880
|
|
Change in Control
|
903,340
|
|
|
|
|
|
903,340
|
|
(1)
|
The amounts reported are based on PTS Holdings Corp.'s common stock having a fair market value of $1,310 per share on June 28, 2013. The amounts reported reflect the “spread” value of the options of $560 per share for the options granted on October 23, 2009, $270 per share for the options granted on October 11, 2011 and no “spread” value for options granted on June 25, 2013, in each case representing the difference between the fair market value and the exercise price. Amounts reported assume that the exit event options do not vest upon a change in control. The amount reported for Mr. Walsh for a change in control of PTS Holdings Corp. or BHP PTS Holdings L.L.C. also includes the vesting of 332 RSUs having a fair market value of $1,310 per p;share on June 28, 2013.
|
(2)
|
The amount reported for Mr. Walsh represents the two times the sum of (x) Mr. Walsh's current base salary and (y) his target annual cash bonus.
|
(3)
|
Per Mr. Walsh's employment agreement which became effective on September 26, 2011, the amount for Mr. Walsh includes 18 months of coverage plus 6 months (on a tax grossed-up basis). Mr. Walsh would also be entitled to be paid out for any unused paid time off days accrued during 2013 and up to five unused days from the prior year.
|
Triggering Event
|
Value of
Option
Acceleration
($)(1)
|
Value of
Severance
Payment
($)(2)
|
Value of
Continued
Benefits
Participation
($)(3)
|
Total
($) |
||||
Death or Disability
|
|
|
|
|
||||
William Downie
|
168,000
|
|
|
|
|
|
168,000
|
|
Samrat Khichi
|
153,104
|
|
|
|
|
|
153,104
|
|
Stephen Leonard
|
224,000
|
|
|
|
|
|
224,000
|
|
Termination by Us Without Cause or by the Executive for Good Reason
|
|
|
|
|
|
|
|
|
William Downie
|
168,000
|
|
691,250
|
|
11,376
|
|
870,626
|
|
Samrat Khichi
|
153,104
|
|
768,250
|
|
9,967
|
|
931,321
|
|
Stephen Leonard
|
224,000
|
|
726,250
|
|
9,967
|
|
960,217
|
|
Change in Control
|
|
|
|
|
|
|
|
|
William Downie
|
336,000
|
|
|
|
|
|
336,000
|
|
Samrat Khichi
|
306,320
|
|
|
|
|
|
306,320
|
|
Stephen Leonard
|
448,000
|
|
|
|
|
|
448,000
|
|
(1)
|
The amounts reported are based on PTS Holdings Corp.'s common stock having a fair market value of $1,310 per share on June 28, 2013. The amounts reported reflect the “spread” value of $560 per share with respect to options granted in fiscal 2010 and no “spread” value with respect to options granted in fiscal 2013, in each case representing the difference between the fair market value and the exercise price. Amounts reported assume that the exit event options do not vest upon a change in control.
|
(2)
|
The amounts reported for Messrs. Downie, Khichi and Leonard represent the sum of each executive's annual base salary and target annual bonus.
|
(3)
|
The amounts reported represent income attributable to the health care premiums paid by the Company with respect to each Named Officer's continued participation in our employee benefit plans for a one year period.
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Name and Address of Beneficial Owner
|
|
Amount and Nature of Beneficial Ownership
(1)
|
|
Percent
|
||
Blackstone Funds
(2)
|
|
1,053,979
|
|
|
97.62
|
%
|
John R. Chiminski
(3)(4)
|
|
8,107
|
|
|
*
|
|
Matthew Walsh
(3)(4)
|
|
3,251
|
|
|
*
|
|
William Downie
(4)
|
|
1,860
|
|
|
*
|
|
Samrat S. Khichi
(4)
|
|
1,726
|
|
|
*
|
|
Stephen Leonard
(4)
|
|
2,465
|
|
|
*
|
|
Paul Clark
(4)
|
|
466
|
|
|
*
|
|
Chinh E. Chu
(5)
|
|
—
|
|
|
*
|
|
Michael Dal Bello
(6)
|
|
—
|
|
|
*
|
|
Bruce McEvoy
(7)
|
|
—
|
|
|
*
|
|
James Quella
(8)
|
|
—
|
|
|
*
|
|
Melvin D. Booth
(4)
|
|
435
|
|
|
*
|
|
Arthur J. Higgins
(4)
|
|
3,435
|
|
|
*
|
|
All directors and executive officers as a group (22 persons)
(9)
|
|
31,589
|
|
|
2.91
|
%
|
(*)
|
Less than 1%
|
(1)
|
Fractional shares beneficially owned have been rounded up to the nearest whole share.
|
(2)
|
Shares shown as beneficially owned by the Blackstone Funds are held directly by Phoenix Charter LLC. 100% of the limited liability company interests of Phoenix Charter LLC are held directly by BHP PTS Holdings L.L.C. Blackstone Healthcare Partners LLC is the managing member and controls approximately 87% of BHP PTS Holdings L.L.C. Paul Clark holds less than 1% of the interests in BHP PTS Holdings L.L.C. and affiliates of Aisling Capital and Genstar Capital, LLC hold 2.4% and 9.6% of the interests, respectively, in BHP PTS Holdings L.L.C. Blackstone Healthcare Partners LLC, by virtue of its management rights and controlling interest in BHP PTS Holdings L.L.C., has investment and voting control over the shares of PTS Holdings Corp. indirectly held by BHP PTS Holdings L.L.C. Blackstone Capital Partners V L.P., Blackstone Capital Partners V-AC L.P., BCP V-S L.P., BCP V Co-Investors L.P., Blackstone Family Investment Partnership V L.P.., Blackstone Participation Partnership V L.P. and International Healthcare Partners LLC are members of Blackstone Healthcare Partners LLC and Blackstone Capital Partners V L.P. is the managing member of Blackstone Healthcare Partners LLC (collectively, the “Blackstone Funds”). Blackstone Management Associates V L.L.C. (“BMA”) is the general partner of Blackstone Capital Partners V L.P. BMA V L.L.C. is the sole member of BMA. Blackstone Holdings III L.P. is the managing member and majority in interest owner of BMA V L.L.C. Blackstone Holdings III L.P. is indirectly controlled by The Blackstone Group L.P. and is owned, directly or indirectly, by Blackstone professionals and The Blackstone Group L.P. The Blackstone Group L.P. is controlled by its general partner, Blackstone Group Management L.L.C., which is in turn wholly owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman. Mr. Schwarzman disclaims beneficial ownership of such shares. Mr. Chu and Mr. Quella, directors of the Company, are members of BMA V L.L.C. and each disclaims any beneficial ownership of PTS Holdings Corp. common stock beneficially owned by BMA V L.L.C. Mr. Higgins, a director of the Company, is a member of International Healthcare Partners LLC and disclaims any beneficial ownership of PTS Holdings Corp. common stock beneficially owned by Blackstone Healthcare Partners LLC. Additionally, pursuant to the terms of the PTS Holdings Corp. securityholders agreement, the Blackstone Funds may be deemed to have shared voting and dispositive power over the remaining .85% of PTS Holdings Corp. common stock held by senior management of the Company. The address of each of the entities listed in this footnote is c/o The Blackstone Group L.P., 345 Park Avenue, New York, New York 10154.
|
(3)
|
Does not include 3,721.15 vested and unvested non-voting restricted stock units, none of which Mr. Chiminski has the right to have settled in shares of common stock of PTS Holdings Corp. within 60 days. Does not include 500 unvested non-voting restricted stock units, none of which Mr. Walsh has the right to have settled in shares of common stock of PTS Holdings Corp. within 60 days
|
(4)
|
The number of shares beneficially owned includes shares of common stock issuable upon exercise of options that are currently exercisable and/or will be exercisable within 60 days after September 10, 2013, as follows: Mr. Chiminski
|
(5)
|
Mr. Chu is a Senior Managing Director of Blackstone. Mr. Chu disclaims beneficial ownership of any shares owned directly or indirectly by the Blackstone Funds. Mr. Chu’s address is c/o The Blackstone Group L.P., 345 Park Avenue, New York, New York 10154.
|
(6)
|
Mr. Dal Bello is a Managing Director of Blackstone. Mr. Dal Bello disclaims beneficial ownership of any shares owned directly or indirectly by the Blackstone Funds. Mr. Dal Bello’s address is c/o The Blackstone Group L.P., 345 Park Avenue, New York, New York 10154.
|
(7)
|
Mr. McEvoy is a Principal of Blackstone. Mr. McEvoy disclaims beneficial ownership of any shares owned directly or indirectly by the Blackstone Funds. Mr. McEvoy’s address is c/o The Blackstone Group L.P., 345 Park Avenue, New York, New York 10154.
|
(8)
|
Mr. Quella was a Senior Managing Director and Senior Operating Partner in the Corporate Private Equity group of Blackstone. Mr. Quella disclaims beneficial ownership of any shares owned directly or indirectly by the Blackstone Funds. Mr. Quella’s address is c/o The Blackstone Group L.P., 345 Park Avenue, New York, New York 10154.
|
(9)
|
Includes 25,345 shares of common stock issuable upon exercise of options that are currently exercisable and/or exercisable within 60 days after September 10, 2013.
|
Plan category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a)
(2)
|
|
Weighted-average exercise price of outstanding options, warrants and rights
(b)
(3)
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)
(c)
(4)
|
||||
Equity compensation plans approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Equity compensation plans not approved by security holders
(1)
|
|
96,433
|
|
|
$
|
967.16
|
|
|
3,460
|
|
(1)
|
The 2007 PTS Holdings Corp. Stock Incentive Plan was approved by the Board of Directors of PTS Holdings Corp. on May 7, 2007, and amended on September 8, 2010 and June 25, 2013.
|
(2)
|
All of the awards granted under the 2007 PTS Holdings Corp. Stock Incentive Plan are stock options, except for the 3,721.15 restricted stock units granted to Mr. Chiminski and 500 restricted stock units granted to Mr. Walsh.
|
(3)
|
The weighted-average exercise price does not take into account restricted stock unit awards, which by their nature do not have an exercise price.
|
(4)
|
Consists of shares of our common stock issuable under the 2007 PTS Holdings Corp. Stock Incentive Plan, including non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, and other equity-based awards of which 161 shares have been specifically set aside for the granting of restricted stock units.
|
(Dollars in thousands)
|
|
2013
|
|
2012
|
||
Audit Fees
|
|
$3,382
|
|
$3,437
|
||
Audit-Related Fees
|
|
2
|
|
|
2
|
|
Tax Fees
|
|
869
|
|
|
916
|
|
All Other Fees
|
|
—
|
|
|
—
|
|
Total
|
|
$4,253
|
|
$4,355
|
Item 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
Exhibit
No.
|
|
Description
|
|
|
|
2.1
|
|
Purchase and Sale Agreement, dated as of January 25, 2007, by and between Cardinal Health, Inc. and Phoenix Charter LLC (incorporated by reference to Exhibit 2.01 to Cardinal Health’s Inc.’s Current Report on Form 8-K/A filed on April 16, 2007, File No. 1-11373)
|
|
|
|
2.2
|
|
Amendment No. 1, dated March 9, 2007, to the Purchase and Sale Agreement, dated as of January 25, 2007, by and between Cardinal Health, Inc. and Phoenix Charter LLC (incorporated by reference to Exhibit 2.02 to Cardinal Health’s Inc.’s Current Report on Form 8-K/A filed on April 16, 2007, File No. 1-11373)
|
|
|
|
2.3
|
|
Amendment No. 2, dated April 10, 2007, to the Purchase and Sale Agreement, dated as of January 25, 2007, by and between Cardinal Health, Inc. and Phoenix Charter LLC (incorporated by reference to Exhibit 2.03 to Cardinal Health’s Inc.’s Current Report on Form 8-K/A filed on April 16, 2007, File No. 1-11373)
|
|
|
|
2.4
|
|
Amendment No. 3, dated June 22, 2007, to the Purchase and Sale Agreement, dated as of January 25, 2007, by and between Cardinal Health, Inc. and Phoenix Charter LLC (incorporated by reference to Exhibit 2.1.4 to Cardinal Health’s Inc.’s Annual Report on Form 10-K for the fiscal year ended June 30, 2007, File No. 1-11373)
|
|
|
|
2.5
|
|
Stock Purchase Agreement date August 19, 2011, by and between Catalent Pharma Solutions, Inc. and Aptuit LLC (incorporate by reference to Exhibit 2.5 to Catalent Pharma Solutions Inc.’s Annual Report on Form 10-K filed on September 16, 2011 File No. 333-147871)
|
|
|
|
2.6
|
|
Amendment Agreement, dated as of January 22, 2012, between Aptuit, LLC and Catalent Pharma Solutions, Inc. (incorporated by reference to Exhibit 2.1 to Catalent Pharma Solutions, Inc.’s Quarterly Report on Form 10-Q filed on May 11, 2012, File No. 333-147871)
|
|
|
|
2.7
|
|
Letter Agreement, dated February 17, 2012 between Aptuit LLC and Catalent Pharma Solutions, Inc. (incorporated by reference to Exhibit 2.2 to Catalent Pharma Solutions, Inc.’s Quarterly Report on Form 10-Q filed on May 11, 2012, File No. 333-147871)
|
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of Catalent Pharma Solutions, Inc. (incorporated by reference to Exhibit 3.1 to Catalent Pharma Solutions, Inc.’s Registration Statement on Form S-4 filed on December 6, 2007, File No. 333-147871)
|
|
|
|
3.2
|
|
Amended and Restated By-laws of Catalent Pharma Solutions, Inc. (incorporated by reference to Exhibit 3.2 to Catalent Pharma Solutions, Inc.’s Registration Statement on Form S-4 filed on December 6, 2007, File No. 333-147871)
|
|
|
|
4.1
|
|
Senior Indenture dated as of April 10, 2007, among PTS Acquisition Corp., Cardinal Health 409, Inc. and the Bank of New York (incorporated by reference to Exhibit 4.1 to Catalent Pharma Solutions, Inc.’s Registration Statement on Form S-4 filed on December 6, 2007, File No. 333-147871)
|
|
|
|
4.2
|
|
Senior Subordinated Indenture dated as of April 10, 2007, among PTS Acquisition Corp., Cardinal Health 409, Inc. and the Bank of New York (incorporated by reference to Exhibit 4.2 to Catalent Pharma Solutions, Inc.’s Registration Statement on Form S-4 filed on December 6, 2007, File No. 333-147871)
|
|
|
|
4.3
|
|
Registration Rights Agreement, dated as of April 10, 2007, among PTS Acquisition Corp., Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co., Banc of America Securities LLC, Banc of America Securities Limited, Deutsche Bank Securities Inc., Deutsche Bank AG, London Branch, GE Capital Markets, Inc. and GE Corporate Finance Bank SAS (incorporated by reference to Exhibit 4.3 to Catalent Pharma Solutions, Inc.’s Registration Statement on Form S-4 filed on December 6, 2007, File No. 333-147871)
|
|
|
|
4.4
|
|
First Supplemental Indenture, dated as of July 3, 2008, to the Senior Indenture dated as of April 10, 2007, among Catalent US Holding I, LLC, Catalent US Holding II, LLC and The Bank of New York Mellon (incorporated by reference to Exhibit 4.4 to Catalent Pharma Solutions, Inc.’s Annual Report on Form 10-K for the fiscal year ended June 30, 2008 filed on September 29, 2008, File No. 333-147871)
|
|
|
|
4.5
|
|
First Supplemental Indenture, dated as of July 3, 2008, to the Senior Subordinated Indenture dated as of April 10, 2007, among Catalent US Holding I, LLC, Catalent US Holding II, LLC and The Bank of New York Mellon (incorporated by reference to Exhibit 4.5 to Catalent Pharma Solutions, Inc.’s Annual Report on Form 10-K for the fiscal year ended June 30, 2008 filed on September 29, 2008, File No. 333-147871)
|
|
|
|
4.6
|
|
Indenture, dated as of September 18, 2012, among Catalent, the Guarantors named therein and The Bank of New York Mellon, as Trustee, governing the 7.875% Senior Notes Due 2018 (incorporated by reference to Exhibit 4.1 to Catalent Pharma Solutions, Inc.’s Current Report on Form 8-K filed on September 18, 2012, File No. 333-147871)
|
|
|
|
4.7
|
|
Registration Rights Agreement dated September 18, 2012 among Catalent, the Guarantors named therein, Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., Jefferies & Company, Inc. and J.P. Morgan Securities LLC. (incorporated by reference to Exhibit 4.1 to Catalent Pharma Solutions, Inc.’s Current Report on Form 8-K filed on September 18, 2012, File No. 333-147871)
|
†10.1
|
|
Offer Letter, dated February 29, 2008, between Matthew Walsh and Catalent Pharma Solutions, Inc. (incorporated by reference to Exhibit 10.2 to Catalent Pharma Solutions, Inc.’s Quarterly Report on Form 10-Q filed on May 15, 2008, File No. 333-147871)
|
|
|
|
†10.2
|
|
Severance Agreement, dated February 29, 2008, between Matthew Walsh and Catalent Pharma Solutions, Inc. (incorporated by reference to Exhibit 10.1 to Catalent Pharma Solutions, Inc.’s Quarterly Report on Form 10-Q filed on May 15, 2008, File No. 333-147871)
|
|
|
|
†10.3
|
|
Form of Severance Agreement between named executive officers and Catalent Pharma Solutions, Inc. (incorporated by reference to Exhibit 10.3 to Catalent Pharma Solutions, Inc.’s Annual Report on Form 10-K for the fiscal year ended June 30, 2011 filed on September 17, 2010, File No. 333-147871)
|
|
|
|
†10.4
|
|
Offer Letter, dated August 25, 2009, between William Downie and Catalent Pharma Solutions, Inc. (incorporated by reference to Exhibit 10.4 to Catalent Pharma Solutions, Inc.’s Annual Report on Form 10-K filed on September 4, 2012, File No. 333-147871)
|
|
|
|
†10.5
|
|
Offer Letter, dated August 27, 2007, between Samrat S. Khichi and Catalent Pharma Solutions, Inc. (incorporated by reference to Exhibit 10.8 to Catalent Pharma Solutions, Inc.’s Annual Report on Form 10-K filed on September 28, 2009, File No. 333-147871)
|
|
|
|
†10.6
|
|
Letter Agreement, dated November 18, 2010, between Catalent Pharma Solutions, Inc. and William Downie (incorporated by reference to Exhibit 10.6 to Catalent Pharma Solutions, Inc.’s Annual Report on Form 10-K filed on September 4, 2012, File No. 333-147871)
|
|
|
|
†10.7
|
|
Management Equity Subscription Agreement dated September 8, 2010 by and between PTS Holdings Corp. and Melvin D. Booth (incorporated by reference to Exhibit 10.7 to Catalent Pharma Solutions, Inc.’s Annual Report on Form 10-K for the fiscal year ended June 30, 2011 filed on September 17, 2010, File No. 333-147871)
|
|
|
|
†10.8
|
|
Management Equity Subscription Agreement dated September 8, 2010 by and between PTS Holdings Corp. and Arthur J. Higgins (incorporated by reference to Exhibit 10.8 to Catalent Pharma Solutions, Inc.’s Annual Report on Form 10-K for the fiscal year ended June 30, 2011 filed on September 17, 2010, File No. 333-147871)
|
|
|
|
10.9
|
|
Transaction and Advisory Fee Agreement, dated as of April 10, 2007, among PTS Acquisition Corp., Blackstone Management Partners V L.L.C., Genstar Capital L.L.C. and Aisling Capital, LLC (incorporated by reference to Exhibit 10.10 to Catalent Pharma Solutions, Inc.’s Registration Statement on Form S-4 filed on December 6, 2007, File No. 333-147871)
|
|
|
|
10.10
|
|
Securityholders Agreement, dated as of May 7, 2007, among PTS Holdings Corp., Blackstone Healthcare Partners LLC, BHP PTS Holdings LLC and the other parties thereto (incorporated by reference to Exhibit 10.11 to Catalent Pharma Solutions, Inc.’s Registration Statement on Form S-4 filed on December 6, 2007, File No. 333-147871)
|
|
|
|
†10.11
|
|
Form of Unit Subscription Agreement (incorporated by reference to Exhibit 10.12 to Catalent Pharma Solutions, Inc.’s Amendment No. 1 to the Registration Statement on Form S-4/A filed on March 3, 2008, File No. 333-147871)
|
|
|
|
†10.12
|
|
Form of Management Equity Subscription Agreement (incorporated by reference to Exhibit 10.13 to Catalent Pharma Solutions, Inc.’s Amendment No. 1 to the Registration Statement on Form S-4/A filed on March 3, 2008, File No. 333-147871)
|
|
|
|
†10.13
|
|
Form of Nonqualified Stock Option Agreement (executives) (incorporated by reference to Exhibit 10.14 to Catalent Pharma Solutions, Inc.’s Amendment No. 1 to the Registration Statement on Form S-4/A filed on March 3, 2008, File No. 333-147871)
|
|
|
|
†10.14
|
|
Form of Nonqualified Stock Option Agreement (non-employee directors) (incorporated by reference to Exhibit 10.15 to Catalent Pharma Solutions, Inc.’s Amendment No. 1 to the Registration Statement on Form S-4/A filed on March 3, 2008, File No. 333-147871)
|
|
|
|
†10.15
|
|
2007 PTS Holdings Corp. Stock Incentive Plan (incorporated by reference to Exhibit 10.16 to Catalent Pharma Solutions, Inc.’s Registration Statement on Form S-4 filed on December 6, 2007, File No. 333-147871)
|
|
|
|
†10.16
|
|
Amendment No. 1 to the 2007 PTS Holdings Corp. Stock Incentive Plan, dated September 8, 2010 (incorporated by reference to Exhibit 10.16 to Catalent Pharma Solutions, Inc.’s Annual Report on Form 10-K for the fiscal year ended June 30, 2011 filed on September 17, 2010, File No. 333-147871)
|
|
|
|
†10.17
|
|
Form of Nonqualified Stock Option Agreement (executives) approved October 23, 2009 (incorporated by reference to Exhibit 10.1 to Catalent Pharma Solutions, Inc.’s Quarterly Report on Form 10-Q filed on February 12, 2010, File No. 333-147871)
|
|
|
|
†10.18
|
|
Form of Nonqualified Stock Option Agreement (Paul Clark) approved September 8, 2010 (incorporated by reference to Exhibit 10.18 to Catalent Pharma Solutions, Inc.’s Annual Report on Form 10-K for the fiscal year ended June 30, 2011 filed on September 17, 2010, File No. 333-147871)
|
|
|
|
†10.19
|
|
Form of Nonqualified Stock Option Agreement Amendment (executives) approved October 23, 2009 (incorporated by reference to Exhibit 10.1 to Catalent Pharma Solutions, Inc.’s Quarterly Report on Form 10-Q filed on February 12, 2010, File No. 333-147871)
|
|
|
|
†10.20
|
|
Catalent Pharma Solutions, LLC Deferred Compensation Plan (incorporated by reference to Exhibit 10.19 to Catalent Pharma Solutions, Inc.’s Annual Report on Form 10-K for the fiscal year ended June 30, 2010 filed on September 28, 2009, File No. 333-147871)
|
|
|
|
†10.21
|
|
First Amendment to the Catalent Pharma Solutions, LLC Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to Catalent Pharma Solutions, Inc.’s Quarterly Report on Form 10-Q filed on February 17, 2009, File No. 333-147871)
|
|
|
|
†10.22
|
|
Second Amendment to the Catalent Pharma Solutions, LLC Deferred Compensation Plan (incorporated by reference to Exhibit 10.21 to Catalent Pharma Solutions, Inc.’s Annual Report on Form 10-K for the fiscal year ended June 30, 2010 filed on September 28, 2009, File No. 333-147871)
|
|
|
|
10.23
|
|
Credit Agreement, dated as of April 10, 2007, among PTS Acquisition Corp., PTS Intermediate Holdings LLC, Morgan Stanley Senior Funding, Inc., Bank of America, N.A. and other Lenders as parties thereto (incorporated by reference to Exhibit 10.19 to Catalent Pharma Solutions, Inc.’s Registration Statement on Form S-4 filed on December 6, 2007, File No. 333-147871)
|
|
|
|
10.24
|
|
Security Agreement, dated as of April 10, 2007, among PTS Acquisition Corp., Cardinal Health 409, Inc., PTS Intermediate Holdings LLC, Certain Subsidiaries of Holdings Identified Therein and Morgan Stanley Senior Funding, Inc., (incorporated by reference to Exhibit 10.20 to Catalent Pharma Solutions, Inc.’s Registration Statement on Form S-4 filed on December 6, 2007, File No. 333-147871)
|
|
|
|
10.25
|
|
Security Agreement Supplement, dated as of July 1, 2008, to the Security Agreement, dated as of April 10, 2007, among PTS Acquisition Corp., Cardinal Health 409, Inc., PTS Intermediate Holdings LLC, Certain Subsidiaries of Holdings Identified Therein and Morgan Stanley Senior Funding Inc. (incorporated by reference to Exhibit 10.26 to Catalent Pharma Solutions, Inc.’s Annual Report on Form 10-K for the fiscal year ended June 30, 2008 filed on September 29, 2008, File No. 333-147871)
|
|
|
|
10.26
|
|
Intellectual Property Security Agreement, dated as of April 10, 2007, among PTS Acquisition Corp., Cardinal Health 409, Inc., PTS Intermediate Holdings LLC, Certain Subsidiaries of Holdings Identified Therein and Morgan Stanley Senior Funding, Inc. (incorporated by reference to Exhibit 10.21 to Catalent Pharma Solutions, Inc.’s Registration Statement on Form S-4 filed on December 6, 2007, File No. 333-147871)
|
|
|
|
10.27
|
|
Intellectual Property Security Agreement Supplement, dated as of July 1, 2008, to the Intellectual Property Security Agreement, dated as of April 10, 2007, among PTS Acquisition Corp., Cardinal Health 409, Inc., PTS Intermediate Holdings LLC, Certain Subsidiaries of Holdings Identified Therein and Morgan Stanley Senior Funding, Inc. (incorporated by reference to Exhibit 10.28 to Catalent Pharma Solutions, Inc.’s Annual Report on Form 10-K for the fiscal year ended June 30, 2008 filed on September 29, 2008, File No. 333-147871)
|
|
|
|
10.28
|
|
Guaranty, dated as of April 10, 2007, among PTS Intermediate Holdings LLC, Certain Subsidiaries of Holdings Identified Therein and Morgan Stanley Senior Funding, Inc. (incorporated by reference to Exhibit 10.22 to Catalent Pharma Solutions, Inc.’s Registration Statement on Form S-4 filed on December 6, 2007, File No. 333-147871)
|
|
|
|
10.29
|
|
Guaranty Supplement, dated as of July 1, 2008, to the Guaranty, dated as of April 10, 2007, among PTS Intermediate Holdings LLC, Certain Subsidiaries of Holdings Identified Therein and Morgan Stanley Senior Funding, Inc. (incorporated by reference to Exhibit 10.30 to Catalent Pharma Solutions, Inc.’s Annual Report on Form 10-K for the fiscal year ended June 30, 2008 filed on September 29, 2008, File No. 333-147871)
|
|
|
|
10.30
|
|
Employment Agreement, dated February 23, 2009 by and among PTS Holdings Corp., Catalent Pharma Solutions, Inc. and John R. Chiminski (including Form of Restricted Stock Unit Agreement and Form of Management Equity Subscription Agreement) (incorporated by reference to Exhibit 99.2 to Catalent Pharma Solutions, Inc.’s Current Report on Form 8-K filed on March 5, 2009, File No. 333-147871)
|
|
|
|
†10.31
|
|
Letter Agreement, dated October 30, 2009, by and among PTS Holdings Corp., Catalent Pharma Solutions, Inc. and John R. Chiminski (incorporated by reference to Exhibit 10.1 to Catalent Pharma Solutions, Inc.’s Quarterly Report on Form 10-Q filed on February 12, 2010, File No. 333-147871)
|
|
|
|
†10.32
|
|
Letter Agreement, entered into on June 30, 2010, by and among PTS Holdings Corp., Catalent Pharma Solutions, Inc. and John R. Chiminski (including Form of Restricted Stock Unit Agreement) (incorporated by reference to Exhibit 10.1 to Catalent Pharma Solutions, Inc.’s Current Report on Form 8-K filed on July 7, 2010, File No. 333-147871)
|
|
|
|
†10.33
|
|
Form of Nonqualified Stock Option Agreement (John R. Chiminski) approved October 23, 2009 (incorporated by reference to Exhibit 10.1 to Catalent Pharma Solutions, Inc.’s Quarterly Report on Form 10-Q filed on February 12, 2010, File No. 333-147871)
|
|
|
|
†10.34
|
|
Form of Restricted Stock Unit Agreement (John R. Chiminski) approved October 23, 2009 (incorporated by reference to Exhibit 10.1 to Catalent Pharma Solutions, Inc.’s Quarterly Report on Form 10-Q filed on February 12, 2010, File No. 333-147871)
|
|
|
|
10.35
|
|
Amendment No. 1, dated as of June 1, 2011, relating to the Credit Agreement, dated as of April 10, 2007, among the Company, PTS Intermediate Holdings LLC, Morgan Stanley Senior Funding, Inc., as the administrative agent and swing line lender and other lenders as parties thereto, (incorporated by reference to Exhibit 10.1 to Catalent Pharma Solutions, Inc.’s Current Report on Form 8-K filed on June 7, 2011, File No. 333-147871)
|
|
|
|
10.36
|
|
Amendment No. 2, dated as of February 17, 2012, relating to the Credit Agreement, dated as of April 10, 2007, as amended, among Catalent, PTS Intermediate Holdings LLC, Morgan Stanley Senior Funding, Inc., as the administrative agent, collateral agent and swing line lender and other lenders as parties thereto (incorporated by reference to Exhibit 10.1 to Catalent Pharma Solutions, Inc.’s Current Report on Form 8-K filed on February 24, 2012, File No. 333-147871)
|
|
|
|
10.37
|
|
Amendment No. 3, dated as of February 27, 2012, relating to the Credit Agreement, dated as of April 10, 2007, as amended, among the Company, PTS Intermediate Holdings LLC, Morgan Stanley Senior Funding, Inc., as the administrative agent, collateral agent and swing line lender and other lenders as parties thereto (incorporated by reference to Exhibit 10.1 to Catalent Pharma Solutions, Inc.’s Current Report on Form 8-K filed on March 2, 2012, File No. 333-147871)
|
|
|
|
10.38
|
|
Extension Amendment, dated as of March 1, 2012, relating to the Credit Agreement, dated as of April 10, 2007, as amended, among the Company, PTS Intermediate Holdings LLC, Morgan Stanley Senior Funding, Inc., as the administrative agent, collateral agent and swing line lender and other lenders as parties thereto (incorporated by reference to Exhibit 10.2 to Catalent Pharma Solutions, Inc.’s Current Report on Form 8-K filed on March 2, 2012, File No. 333-147871)
|
|
|
|
10.39
|
|
Amendment No. 4, dated as of April 27, 2012, relating to the Credit Agreement, dated as of April 10, 2007, as amended, among the Company, PTS Intermediate Holdings LLC, Morgan Stanley Senior Funding, Inc., as the administrative agent, collateral agent and swing line lender and other lenders as parties thereto (incorporated by reference to Exhibit 10.1 to Catalent Pharma Solutions, Inc.’s Current Report on Form 8-K filed on May 3, 2012, File No. 333-147871)
|
|
|
|
†10.40
|
|
Letter Agreement, entered into on December 12, 2011, by and among PTS Holdings Corp., Catalent Pharma Solutions, Inc. and John R. Chiminski (incorporated by reference to Exhibit 10.1 to Catalent Pharma Solutions, Inc.’s Quarterly Report on Form 10-Q filed on February 10, 2012, File No. 333-147871)
|
|
|
|
†10.41
|
|
Employment Agreement, dated as of October 11, 2011, and effective as of September 26, 2011, by and between Catalent Pharma Solutions, Inc. and Matthew Walsh (including Form of Restricted Stock Unit Agreement and Form of Nonqualified Stock Option Agreement) (incorporated by reference to Exhibit 10.42 to Catalent Pharma Solutions, Inc.’s Annual Report on Form 10-K filed on September 4, 2012, File No. 333-147871)
|
|
|
|
†10.42
|
|
Amended and Restated Management Equity Subscription Agreement dated as of October 11, 2011 by and between PTS Holdings Corp. and Matthew Walsh (including Form of Restricted Stock Unit Agreement and Form of Nonqualified Stock Option Agreement) (incorporated by reference to Exhibit 10.43 to Catalent Pharma Solutions, Inc.’s Annual Report on Form 10-K filed on September 4, 2012, File No. 333-147871)
|
|
|
|
10.43
|
|
Amendment No. 5, dated as of February 28, 2013 relating to the Credit Agreement, dated as of April 10, 2007, as amended, among the Company, PTS Intermediate Holdings LLC, Morgan Stanley Senior Fund, Inc., as the administrative agent, collateral agent and swing line leader and to the partners thereto (incorporated by reference to Exhibit 10.1 to Catalent Pharma Solutions, Inc.'s Current Report on Form 8-K filed on March 6, 2013, File No. 333-147871)
|
|
|
|
10.44
|
|
Senior Unsecured Term Loan Credit Agreement, dated as of April 29, 2013, among the Company, the guarantors named therein, Morgan Stanley Senior Funding, Inc., as the administrative agent, and other lenders party thereto. (incorporated by reference to Exhibit 10.1 to Catalent Pharma Solutions, Inc.'s Current Report on Form 8-K filed on May 2, 2013, File No. 333-147871)
|
|
|
|
†10.45
|
|
Form of Nonqualified Stock Option Agreement (executives) approved June 25, 2013*
|
|
|
|
†10.46
|
|
Form of Nonqualified Stock Option Agreement (Chief Executive Officer) approved June 25, 2013*
|
|
|
|
†10.47
|
|
Amendment No. 2 to the 2007 PTS Holdings Corp. Stock Incentive Plan, dated June 25, 2013 (incorporated by reference to Item 5.02 of Catalent Pharma Solutions, Inc.'s Current Report on Form 8-K filed on July 1, 2013, File No. 333-147871)
|
|
|
|
12.1
|
|
Statement Regarding Computation of Ratio of Earnings to Fixed Charges*
|
|
|
|
21.1
|
|
List of Subsidiaries*
|
|
|
|
31.1
|
|
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended*
|
|
|
|
31.2
|
|
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended*
|
|
|
|
32.1
|
|
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
|
|
|
|
32.2
|
|
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
|
|
|
|
99.1
|
|
Section 13(r) Disclosure*
|
|
|
|
101.1
|
|
The following financial information from Catalent Pharma Solutions, Inc.’s Annual Report on Form 10-K for the year ended June 30, 2013 formatted in XBRL: (i) Consolidated Statement of Operations for the years ended June 30, 2013, 2012 and 2011; (ii) Condensed Consolidated Statements of Comprehensive Income for the years ended June 30, 2013, 2012 and 2011 (iii) Consolidated Balance Sheets at June 30, 2013 and June 30, 2012; (iv) Consolidated Statement of Changes in Shareholders’ Deficit as of June 30, 2013, 2012 and 2011; (v) Consolidated Statement of Cash Flows for the years ended June 30, 2013 and 2012; and (vi) Notes to unaudited Consolidated Financial Statements.
|
|
|
CATALENT PHARMA SOLUTIONS, INC.
|
||
|
|
|
|
|
Date:
|
September 10, 2013
|
By:
|
|
/s/ SAMRAT S. KHICHI
|
|
Name
|
|
|
Samrat S. Khichi
|
|
Title
|
|
|
Senior Vice President, Chief Administrative Officer General Counsel and Secretary
|
Signature
|
|
Title
|
Date
|
|
|
|
|
/s/ JOHN R. CHIMINSKI
|
|
President & Chief Executive Officer and Director
|
September 10, 2013
|
John R. Chiminski
|
|
|
|
|
|
|
|
/s/ MATTHEW M. WALSH
|
|
Executive Vice President & Chief Financial Officer
|
September 10, 2013
|
Matthew M. Walsh
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
|
|
|
|
Director
|
|
Chinh E. Chu
|
|
|
|
|
|
|
|
/s/ MICHAEL DAL BELLO
|
|
Director
|
September 10, 2013
|
Michael Dal Bello
|
|
|
|
|
|
|
|
/s/ BRUCE MCEVOY
|
|
Director
|
September 10, 2013
|
Bruce McEvoy
|
|
|
|
|
|
|
|
|
|
Director
|
|
James Quella
|
|
|
|
|
|
|
|
/s/ ARTHUR HIGGINS
|
|
Director
|
September 10, 2013
|
Arthur Higgins
|
|
|
|
|
|
|
|
/s/ MELVIN BOOTH
|
|
Director
|
September 10, 2013
|
Melvin Booth
|
|
|
|
|
|
|
|
/s/ PAUL CLARK
|
|
Director
|
September 10, 2013
|
Paul Clark
|
|
|
|
3.
|
Vesting of the Options
.
|
4.
|
Exercise of Options.
|
Fiscal Year
|
EBITDA Goal
(dollars in millions)
|
Cumulative EBITDA Goal
(dollars in millions)
|
2014
|
FY 14 Baseline
|
FY 14 Baseline
|
2015
|
See below
|
See below
|
2016
|
See below
|
See below
|
2017
|
See below
|
See below
|
2018
|
See below
|
See below
|
3.
|
Vesting of the Options
.
|
4.
|
Exercise of Options.
|
Fiscal Year
|
EBITDA Goal
(dollars in millions)
|
Cumulative EBITDA Goal
(dollars in millions)
|
2014
|
FY 14 Baseline
|
FY 14 Baseline
|
2015
|
See below
|
See below
|
2016
|
See below
|
See below
|
2017
|
See below
|
See below
|
2018
|
See below
|
See below
|
|
Year Ended June 30,
|
|||||||||||||
(Dollars in millions, except for ratios)
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|||||
Earnings/(loss) from continuing operations before income taxes and noncontrolling interest
|
(23.9
|
)
|
|
18.6
|
|
|
(5.4
|
)
|
|
(215.4
|
)
|
|
(180.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||
Plus Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense
|
204.6
|
|
|
185.1
|
|
|
166.0
|
|
|
161.6
|
|
|
183.2
|
|
Capital interest
|
2.3
|
|
|
0.6
|
|
|
0.1
|
|
|
1.4
|
|
|
—
|
|
Estimated interest within rental expense
|
3.3
|
|
|
4.7
|
|
|
5.5
|
|
|
6.0
|
|
|
6.3
|
|
Total Fixed Charges
|
210.2
|
|
|
190.4
|
|
|
171.6
|
|
|
169.0
|
|
|
189.5
|
|
Plus: amortization of capitalized interest
|
0.3
|
|
|
1.0
|
|
|
1.5
|
|
|
2.5
|
|
|
2.5
|
|
Less: Interest expense capitalized
|
2.3
|
|
|
0.6
|
|
|
0.1
|
|
|
1.4
|
|
|
—
|
|
Earnings
|
184.3
|
|
|
209.4
|
|
|
167.6
|
|
|
(45.3
|
)
|
|
11.5
|
|
Ratio of earnings to fixed charges
(1)
|
*
|
|
|
1.1
|
|
|
*
|
|
|
*
|
|
|
*
|
|
Shortfall
|
(25.9
|
)
|
|
|
|
(4.0
|
)
|
|
(214.3
|
)
|
|
(178.0
|
)
|
*
|
Ratios not meaningful
|
(1)
|
The ratio of earnings to fixed charges is calculated by dividing the sum of earnings from continuing operations before income taxes, equity in earnings (loss) from non-consolidated investments and fixed charges, by fixed charges. Fixed charges consist of interest expenses, capitalized interest and imputed interest on our leased obligations. For fiscal years
2009
,
2010
,
2011
, and
2013
, earnings were insufficient to cover fixed charges by
$178.0 million
,
$214.3 million
, $
4.0 million
, and $
25.9 million
, respectively. For fiscal year
2012
, the ratio of earnings to fixed charges was
1.1x
.
|
|
|
|
Exhibits 21.1
|
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|
|
|
|
|
|
|
|
CATALENT PHARMA SOLUTIONS, INC. SUBSIDIARIES
|
|||||||
As of June 30, 2013
|
|||||||
NAME (STATE OF ORGANIZATION)
|
|
||||||
WHOLLY OWNED SUBSIDIARIES OF CATALENT PHARMA SOLUTIONS, INC.
|
1
|
Allcaps Weichgelatinekapseln GmbH & Co. KG (GERMANY)
|
2
|
Allcaps Weichgelatinekapseln Verwaltungs GmbH (GERMANY)
|
3
|
Catalent Argentina S.A.I.C. (ARGENTINA)
|
4
|
Catalent Australia Holding Pty Ltd. (AUSTRALIA)
|
5
|
Catalent Australia Pty Ltd. (AUSTRALIA)
|
6
|
Catalent Belgium Holding S.A. (BELGIUM)
|
7
|
Catalent Belgium S.A. (BELGIUM)
|
8
|
Catalent Brasil Ltda. (BRAZIL)
|
9
|
Catalent China Holdings Limited (Cayman Islands)
|
10
|
Catalent Cosmetics AG (SWITZERLAND)
|
11
|
Catalent CTS Holdings, LLC. (DELAWARE)
|
12
|
Catalent CTS Informatics, Inc. (DELAWARE)
|
13
|
Catalent CTS Intermediate Holdings, LLC (DELAWARE)
|
14
|
Catalent CTS, LLC (DELAWARE)
|
15
|
Catalent CTS (Kansas City), LLC (DELAWARE)
|
16
|
Catalent CTS (Singapore) Private Limited (SINGAPORE)
|
17
|
Catalent CTS UK Holding Limited (UK)
|
18
|
Catalent CTS (Wales) Limited (UNITED KINGDOM)
|
19
|
Catalent CTS (Edinburgh) Limited (UNITED KINGDOM)
|
20
|
Catalent France Beinheim S.A. (FRANCE)
|
21
|
Catalent France Limoges Holding S.A.S. (FRANCE)
|
22
|
Catalent France Limoges S.A.S. (FRANCE)
|
23
|
Catalent Germany Holding II GmbH (GERMANY)
|
24
|
Catalent Germany Holding III GmbH (GERMANY)
|
25
|
Catalent Germany Schorndorf GmbH (GERMANY)
|
26
|
Catalent Italy Holding S.r.l. (ITALY)
|
27
|
Catalent Italy S.p.A. (ITALY)
|
28
|
Catalent Japan K.K. (JAPAN)
|
29
|
Catalent Netherlands Holding B.V. (NETHERLANDS)
|
30
|
Catalent Pharma Solutions, LLC (DELAWARE)
|
31
|
Catalent Pharma Solutions GmbH (SWITZERLAND)
|
32
|
Catalent Pharma Solutions Limited (UNITED KINGDOM)
|
33
|
Catalent Pharmaceutical Consulting (Shanghai) Co., Ltd (CHINA)
|
34
|
Catalent PR Humacao, Inc. (PUERTO RICO)
|
35
|
Catalent (Shanghai) Clinical Trial Supplies Co., Ltd. (China)
|
36
|
Catalent Singapore Holdings Private Limited (Singapore)
|
37
|
Catalent U.K. Swindon Holding II Limited (UNITED KINGDOM)
|
38
|
Catalent U.K. Swindon Encaps Limited (UNITED KINGDOM)
|
39
|
Catalent U.K. Swindon Zydis Limited (UNITED KINGDOM)
|
40
|
Catalent U.K. Packaging Limited (UNITED KINGDOM)
|
41
|
Catalent USA Packaging, LLC (DELAWARE)
|
42
|
Catalent USA Woodstock, Inc. (ILLINOIS)
|
43
|
Catalent US Holding I, LLC (DELAWARE)
|
44
|
Catalent US Holding II, LLC (DELAWARE)
|
45
|
Catalent Uruguay S.A. (URUGUAY)
|
46
|
F&F Holding GmbH (GERMANY)
|
47
|
Glacier Corporation (VERMONT)
|
48
|
R.P. Scherer DDS B.V. (NETHERLANDS)
|
49
|
R.P. Scherer GmbH & Co. KG (GERMANY)
|
50
|
R.P. Scherer Technologies, LLC (NEVADA)
|
51
|
R.P. Scherer Verwaltungs GmbH (GERMANY)
|
/s/ John R. Chiminski
|
John R. Chiminski
|
President and Chief Executive Officer
|
(Principal Executive Officer)
|
/s/ Matthew M. Walsh
|
Matthew M. Walsh
|
Executive Vice President and
|
Chief Financial Officer
|
(Principal Financial Officer and Principal Accounting Officer)
|
/s/ John R. Chiminski
|
John R. Chiminski
|
President and
|
Chief Executive Officer
|
/s/ Matthew M. Walsh
|
Matthew M. Walsh
|
Executive Vice President and
|
Chief Financial Officer
|
(Principal Financial Officer and Principal Accounting Officer)
|