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Indiana
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26-1342272
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(State of incorporation)
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(I.R.S. Employer Identification No.)
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One Batesville Boulevard
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Batesville, Indiana
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47006
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(Address of principal executive offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, without par value
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New York Stock Exchange
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Large accelerated filer
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ý
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Accelerated filer
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o
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Emerging growth company
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o
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Non-accelerated filer
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o
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Smaller reporting company
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o
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Page
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intend
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believe
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plan
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expect
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may
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goal
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would
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become
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pursue
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estimate
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will
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forecast
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continue
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could
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target
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encourage
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promise
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improve
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progress
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potential
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should
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•
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Geographic diversification;
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•
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A parts and service business with historically stable revenue and attractive margins;
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•
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A customer base that is highly diversified and has a strong history of long-term relationships with blue-chip end user customers; and
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Proven products with substantial brand value and recognition, combined with industry-leading applications and engineering expertise.
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Historically predictable strong cash flow and attractive margins;
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Historically high return on invested capital; and
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•
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Substantial brand value and recognition, combined with quality service, a nationwide distribution network, and a strong customer base.
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•
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Compounding, Extrusion, and Material Handling Equipment, and Equipment System Design
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•
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Twin screw compounding and extrusion machines range from small laboratory compounding machines to high performance, high throughput extrusion systems. Small and mid-sized compounders are used by customers in engineering plastics, masterbatch, PVC, and other applications for the plastics, chemical, and food and pharmaceutical industries. Extrusion systems are sold to customers in the polyolefin industry for base resin production. All of these extrusion products are sold under the Coperion
®
brand.
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•
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Material handling equipment includes pneumatic and hydraulic conveying equipment for difficult-to-move materials; high-precision feeders that can operate at both very high and very low fill rates; blenders for pellets and powders; and rotary valves, diverter valves, and slide-gate valves used for feeding, dosing, discharge, and distribution during pneumatic conveying. The proprietary equipment is highly engineered and designed to solve the needs of customers for customized solutions. Material handling equipment is sold to a variety of industries, including plastics, food and pharmaceuticals, chemicals, and minerals and mining. These products are sold under the Coperion
®
and Coperion K-Tron
®
brands.
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•
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Compounding, extrusion, and material handling equipment can be sold as a complete system, where strong application and process engineering expertise is used to design and create a broad system solution for customers. Systems can range from a single manufacturing line to large scale manufacturing lines and turnkey systems. Larger system sales are generally fulfilled over 12 to 18 months. Some portion of revenue for large system sales typically comes from third-party-sourced products that carry only a small up-charge. As a result, margin percentages tend to be lower on these large system sales when compared to the rest of the business.
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•
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Size Reduction Equipment
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•
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Size reduction equipment is used to reduce the size of friable materials. Pennsylvania Crusher
®
and Gundlach
®
products are used to crush materials in the power generation, mining, quarrying, glass making, salt processing, and fertilizer manufacturing industries. Jeffrey Rader
®
products are used in industries including forest products, pulp and paper, biomass power and energy generation, and plastics/base resin manufacturing. Jeffrey Rader also designs and provides complete material handling and pneumatic or mechanical conveying systems to meet product specifications, including boiler feed, resource recovery, rail and truck loading/unloading, and recycling systems.
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•
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Screening and Separating Equipment
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•
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Screening and separating equipment sorts dry, granular products based on the size of the particles being processed. This equipment is sold under the Rotex
®
brand to customers in a variety of industries including proppants, fertilizers, chemicals, agricultural goods, plastics, and food processing. The equipment uses a unique technology based on a specific gyratory-reciprocating motion that provides an optimal material distribution on the screens, gentle handling of particles, and accurate separations.
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•
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Flow Control Solutions
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•
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Pump solutions mainly consist of piston and piston diaphragm pump technologies that transfer abrasive or corrosive fluids and fluids with a high sludge or solids content for mission critical applications. This equipment is sold under the ABEL
®
Pump Technology
brand into the power generation, wastewater treatment, mining, general industry, and marine markets. This equipment lends itself to a superior total cost of ownership over time compared to other pumping technologies.
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•
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Valve solutions mainly consist of pinch valves and duckbill check valves that manage fluids for mission-critical, severe service applications. These valves, among others, are sold under Red Valve
®
, Tideflex Technologies, and RKL Controls brands into the water and wastewater, drainage and storm water, mining, chemicals, and power markets. These engineered valves are designed for long life in the toughest municipal and industrial applications, lending themselves to superior total costs of ownership over time.
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•
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Replacement Parts and Service
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•
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Replacement parts and service are a major component of most of the Process Equipment Group business lines. Service engineers and technicians are located around the globe to better respond to customers’ machines and systems service needs. The parts and service division offers customers service consulting, training, maintenance and repairs, spare parts, and modernization solutions.
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•
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Build and grow leadership positions in our current platforms
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Build leadership positions in core and near adjacent markets through the introduction of new products and services leveraging our process expertise.
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Leverage our geographic presence to improve access to underpenetrated channels and local regions in developed and emerging markets.
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•
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Pursue acquisitions that strengthen or establish our leadership position in key markets.
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•
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Utilize the Hillenbrand Operating Model principles and tools to strengthen our competitive position and maintain an optimal cost structure to support profitability
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•
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Continually improve processes to be more consistent and cost efficient and to yield industry leading quality products and services that our customers value.
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•
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Burial Solutions
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•
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As a recognized leader in the death care industry in North America, Batesville has been on the forefront of product innovation for more than 60 years. The company has introduced new interior and exterior design elements, materials, finishes, and proprietary features that align with consumer trends and preferences, while adding value for funeral professionals and consumers. Batesville’s product portfolio covers the full spectrum in variety and value, with metal and wood caskets to appeal to different consumers.
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•
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Cremation Options
®
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•
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The Cremation Options
®
platform is focused on helping funeral professionals profitably serve the growing number of consumers choosing cremation. In addition to a broad line of cremation caskets, containers, urns, remembrance jewelry, and keepsakes, Batesville offers training, merchandising, packaging support, and marketing support materials to educate funeral directors and consumers on product and service options.
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•
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Technology Solutions
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Batesville’s technology solutions enhance the consumer experience and create business efficiencies for over 6,000
funeral homes and cemeteries across North America. The company offers a suite of integrated, easy-to-use technology products and services, including funeral home websites, e-commerce solutions, digital selection and arrangement software, and business management systems for funeral homes and cemeteries.
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Grow leadership position in the death care industry
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Focus on building and delivering value propositions that align with the needs of each customer segment to continue Batesville’s mission of
helping families honor the lives of those they love
®
.
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Utilize the Hillenbrand Operating Model principles and tools to strengthen our leadership position and maintain an optimal cost structure to support profitability
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•
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Continually improve processes to be more consistent and efficient and to yield industry leading quality products and services that our customers value.
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•
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successfully identify the most suitable targets for acquisition;
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•
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negotiate reasonable terms;
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properly perform due diligence and determine all the significant risks associated with a particular acquisition;
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successfully transition the acquired company into our business and achieve the desired performance;
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avoid diversion of Company management’s attention from other important business activities; and
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•
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where applicable, implement restructuring activities without an adverse impact to business operations.
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•
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interruption in the transportation of materials to us and finished goods to our customers, including conditions where recovery from natural disasters may be delayed due to country-specific infrastructure and resources;
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•
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differences in terms of sale, including payment terms;
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•
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local product preferences and product requirements;
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•
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changes in a country’s or region’s political or economic condition, including with respect to safety and health issues;
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•
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trade protection measures and import or export licensing requirements;
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•
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unexpected changes in laws or regulatory requirements, including unfavorable changes with respect to tax, trade, or sanctions compliance matters;
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•
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limitations on ownership and on repatriation of earnings and cash;
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•
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difficulty in staffing and managing widespread operations;
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•
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differing labor regulations;
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•
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difficulties in enforcing contract and property rights under local law;
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•
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difficulties in implementing restructuring actions on a timely or comprehensive basis; and
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•
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differing protection of intellectual property.
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4.
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Uncertainty in the United States political environment and in trade policy could negatively impact our business
.
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•
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We may be more vulnerable to general adverse economic and industry conditions, because we have lower borrowing capacity.
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•
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We may be required to dedicate a larger portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow for other purposes, including business development efforts and acquisitions.
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•
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We will continue to be exposed to the risk of increased interest rates, because a portion of our borrowings is at variable rates of interest.
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•
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We may be more limited in our flexibility in planning for, or reacting to, changes in our businesses and the industries in which they operate, thereby placing us at a competitive disadvantage compared to competitors that have less indebtedness.
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•
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We may be more vulnerable to credit rating downgrades which could have an impact on our ability to secure future financing at attractive interest rates.
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•
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the division of our Board of Directors into three classes with staggered terms;
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•
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the inability of our shareholders to act by less than unanimous written consent;
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•
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rules regarding how shareholders may present proposals or nominate directors for election at shareholder meetings;
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•
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the right of our Board of Directors to issue preferred stock without shareholder approval; and
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•
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limitations on the right of shareholders to remove directors.
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Period
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Total Number of Shares Purchased
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Average Price Paid per Share
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Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
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Maximum Dollar Amount that May Yet be Purchased Under Plans or Programs
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||||||
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||||||
July
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7,865
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$
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47.46
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7,865
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$
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39.6
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August
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650
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$
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49.03
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650
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$
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39.6
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September
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|
—
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$
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—
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|
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—
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$
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39.6
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Total
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8,515
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$
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47.58
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8,515
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$
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39.6
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|
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|
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2018
|
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2017
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2016
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2015
|
|
2014
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||||||||||
Net revenue
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$
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1,770.1
|
|
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$
|
1,590.2
|
|
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$
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1,538.4
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$
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1,596.8
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$
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1,667.2
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Gross profit
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$
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642.9
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$
|
591.3
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$
|
570.6
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$
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570.4
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$
|
589.2
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Net income
(1)
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$
|
76.6
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|
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$
|
126.2
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|
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$
|
112.8
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$
|
111.4
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|
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$
|
109.7
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Earnings per share - basic
|
$
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1.21
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$
|
1.99
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$
|
1.78
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$
|
1.76
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|
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$
|
1.74
|
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Earnings per share - diluted
|
$
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1.20
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$
|
1.97
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$
|
1.77
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$
|
1.74
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$
|
1.72
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Cash dividends per share
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$
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0.83
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$
|
0.82
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$
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0.81
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$
|
0.80
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|
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$
|
0.79
|
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Total assets
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$
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1,864.6
|
|
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$
|
1,956.5
|
|
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$
|
1,959.7
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|
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$
|
1,808.1
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|
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$
|
1,918.5
|
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Long-term obligations
|
$
|
588.8
|
|
|
$
|
678.9
|
|
|
$
|
879.8
|
|
|
$
|
798.1
|
|
|
$
|
833.6
|
|
Cash flows provided by operating activities
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$
|
248.3
|
|
|
$
|
246.2
|
|
|
$
|
238.2
|
|
|
$
|
105.0
|
|
|
$
|
179.6
|
|
Cash flows used in investing activities
|
$
|
(23.1
|
)
|
|
$
|
(13.5
|
)
|
|
$
|
(253.5
|
)
|
|
$
|
(29.5
|
)
|
|
$
|
(8.3
|
)
|
Cash flows provided by (used in) financing activities
|
$
|
(232.5
|
)
|
|
$
|
(215.1
|
)
|
|
$
|
21.6
|
|
|
$
|
(83.2
|
)
|
|
$
|
(155.5
|
)
|
Capital expenditures
|
$
|
27.0
|
|
|
$
|
22.0
|
|
|
$
|
21.2
|
|
|
$
|
31.0
|
|
|
$
|
23.6
|
|
Depreciation and amortization
|
$
|
56.5
|
|
|
$
|
56.6
|
|
|
$
|
60.4
|
|
|
$
|
54.3
|
|
|
$
|
58.4
|
|
|
|
|
Year Ended September 30,
|
||||||||||
Hillenbrand
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net revenue
|
|
$
|
1,770.1
|
|
|
$
|
1,590.2
|
|
|
$
|
1,538.4
|
|
Gross profit
|
|
642.9
|
|
|
591.3
|
|
|
570.6
|
|
|||
Operating expenses
|
|
378.9
|
|
|
344.4
|
|
|
346.5
|
|
|||
Amortization expense
|
|
30.2
|
|
|
29.2
|
|
|
33.0
|
|
|||
Impairment charge
|
|
63.4
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|
|
—
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|
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—
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|
|||
Interest expense
|
|
23.3
|
|
|
25.2
|
|
|
25.3
|
|
|||
Other (expense) income, net
|
|
(0.6
|
)
|
|
(4.2
|
)
|
|
(1.7
|
)
|
|||
Income tax expense
|
|
65.3
|
|
|
59.9
|
|
|
47.3
|
|
|||
Net income
(1)
|
|
76.6
|
|
|
126.2
|
|
|
112.8
|
|
|
•
|
The Process Equipment Group’s net revenue
increased
$191.3
(
19%
)
primarily due to higher volume (14%).
Foreign currency impact
increased
net revenue by
4%
.
|
•
|
Batesville’s net revenue
decreased
$11.4
(
2%
)
primarily due to a decrease in volume (2%).
|
•
|
The Process Equipment Group’s gross profit
increased
$
65.9
(
17%
),
primarily due to higher volume (14%).
Foreign currency impact
increased
gross profit by
4%
. Gross profit margin
decreased
50
basis points to
36.6%
in 2018,
primarily driven by the increased proportion of lower margin, large systems projects in plastics, partially offset by productivity and pricing improvements.
|
•
|
Batesville’s gross profit
decreased
$14.3
(
7%
) and gross profit margin
decreased
180
basis points to
35.6%
.
The decrease in gross profit and gross profit margin was primarily due to inflation in commodities, fuel, wages and benefits, and the decline in volume, along with supply chain inefficiencies. These items were partially offset by productivity gains, including benefits resulting from the manufacturing footprint reduction in the prior year.
|
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Year Ended September 30,
|
||||||
|
2018
|
|
2017
|
||||
Business acquisition, development, and integration costs
|
$
|
3.5
|
|
|
$
|
1.1
|
|
Restructuring and restructuring related charges
|
1.7
|
|
|
4.9
|
|
•
|
The Process Equipment Group’s revenue
increased
$63.5
(
7%
)
primarily due to higher volume (7%)
and four additional months of Red Valve revenue (1%) in 2017. Foreign currency impact decreased net revenue by 1%.
|
•
|
Batesville’s revenue
decreased
$11.7
(
2%
)
primarily due to a decrease in volume (3%), partially offset by an increase in average selling price (1%).
|
•
|
The Process Equipment Group’s gross profit
increased
$33.5
(
10%
),
primarily driven by higher volume.
Foreign currency decreased gross profit by less than 1%. Gross profit margin
improved
110
basis points to
37.1%
,
primarily driven by pricing and productivity improvements, the higher margin associated with Red Valve, a decrease in restructuring and restructuring related charges, inventory step-up charges related to the Abel and Red Valve acquisitions in fiscal 2016 that did not repeat in fiscal 2017, and savings related to restructuring actions taken in 2016, partially offset by unfavorable product mix.
|
•
|
Gross profit included restructuring and restructuring related charges ($0.6 in 2017 and $3.2 in 2016) and inventory step-up charges related to the Abel and Red Valve acquisitions ($2.4 in 2016).
Excluding these items, adjusted gross profit
increased
$28.5
(
8%
) and adjusted gross profit margin
improved
50
basis points to
37.1%
in 2017.
|
•
|
Batesville’s gross profit
decreased
$12.8
(
6%
), and gross profit margin
decreased
150
basis points to
37.4%
.
The decrease in gross profit and gross profit margin was primarily due to an increase in restructuring and restructuring related charges, higher commodity and fuel costs, and the decline in volume, partially offset by productivity improvements across the supply chain including the impact of one-time projects, along with an increase in average selling price.
|
|
Year Ended September 30,
|
||||||
|
2017
|
|
2016
|
||||
Business acquisition, development, and integration costs
|
$
|
1.1
|
|
|
$
|
3.7
|
|
Restructuring and restructuring related charges
|
4.9
|
|
|
6.4
|
|
||
Trade name impairment
|
—
|
|
|
2.2
|
|
|
Year Ended September 30,
|
||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||||||||
|
Amount
|
|
% of
Revenue
|
|
Amount
|
|
% of
Revenue
|
|
Amount
|
|
% of
Revenue
|
||||||
Net revenue
|
$
|
1,219.5
|
|
|
100.0
|
|
$
|
1,028.2
|
|
|
100.0
|
|
$
|
964.7
|
|
|
100.0
|
Gross profit
|
446.9
|
|
|
36.6
|
|
381.0
|
|
|
37.1
|
|
347.5
|
|
|
36.0
|
|||
Operating expenses
|
244.0
|
|
|
20.0
|
|
218.1
|
|
|
21.2
|
|
212.5
|
|
|
22.0
|
|||
Amortization expense
|
30.2
|
|
|
2.5
|
|
29.0
|
|
|
2.8
|
|
32.7
|
|
|
3.4
|
|||
Impairment Charge
|
63.4
|
|
|
5.2
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
Year Ended September 30,
|
||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||||||||
|
Amount
|
|
% of
Revenue
|
|
Amount
|
|
% of
Revenue
|
|
Amount
|
|
% of
Revenue
|
||||||
Net revenue
|
$
|
550.6
|
|
|
100.0
|
|
$
|
562.0
|
|
|
100.0
|
|
$
|
573.7
|
|
|
100.0
|
Gross profit
|
196.0
|
|
|
35.6
|
|
210.3
|
|
|
37.4
|
|
223.1
|
|
|
38.9
|
|||
Operating expenses
|
84.1
|
|
|
15.3
|
|
83.9
|
|
|
14.9
|
|
91.4
|
|
|
15.9
|
|||
Amortization expense
|
—
|
|
|
—
|
|
0.2
|
|
|
—
|
|
0.3
|
|
|
0.1
|
|
Year Ended September 30,
|
||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||||||||
|
Amount
|
|
% of
Revenue
|
|
Amount
|
|
% of
Revenue
|
|
Amount
|
|
% of
Revenue
|
||||||
Core operating expenses
|
$
|
46.7
|
|
|
2.7
|
|
$
|
39.2
|
|
|
2.5
|
|
$
|
38.7
|
|
|
2.5
|
Business acquisition, development, and integration costs
|
3.4
|
|
|
0.2
|
|
0.5
|
|
|
—
|
|
3.4
|
|
|
0.2
|
|||
Restructuring and restructuring related charges
|
0.7
|
|
|
—
|
|
2.7
|
|
|
0.2
|
|
0.5
|
|
|
0.1
|
|||
Operating expenses
|
$
|
50.8
|
|
|
2.9
|
|
$
|
42.4
|
|
|
2.7
|
|
$
|
42.6
|
|
|
2.8
|
|
Year Ended September 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Consolidated Net Income
|
$
|
81.2
|
|
|
$
|
128.4
|
|
|
$
|
116.8
|
|
Interest income
|
(1.4
|
)
|
|
(0.9
|
)
|
|
(1.2
|
)
|
|||
Interest expense
|
23.3
|
|
|
25.2
|
|
|
25.3
|
|
|||
Income tax expense
|
65.3
|
|
|
59.9
|
|
|
47.3
|
|
|||
Depreciation and amortization
|
56.5
|
|
|
56.6
|
|
|
60.4
|
|
|||
EBITDA
|
$
|
224.9
|
|
|
$
|
269.2
|
|
|
$
|
248.6
|
|
Impairment charges
|
63.4
|
|
|
—
|
|
|
2.2
|
|
|||
Business acquisition, development, and integration
|
3.5
|
|
|
1.1
|
|
|
3.7
|
|
|||
Inventory step-up
|
—
|
|
|
—
|
|
|
2.4
|
|
|||
Restructuring and restructuring related
|
2.5
|
|
|
10.7
|
|
|
10.2
|
|
|||
Adjusted EBITDA
|
$
|
294.3
|
|
|
$
|
281.0
|
|
|
$
|
267.1
|
|
|
|
Year Ended September 30,
|
||||||||||
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows provided by (used in)
|
|
|
|
|
|
|
|
|
|
|||
Operating activities
|
|
$
|
248.3
|
|
|
$
|
246.2
|
|
|
$
|
238.2
|
|
Investing activities
|
|
(23.1
|
)
|
|
(13.5
|
)
|
|
(253.5
|
)
|
|||
Financing activities
|
|
(232.5
|
)
|
|
(215.1
|
)
|
|
21.6
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(2.7
|
)
|
|
(3.6
|
)
|
|
(2.6
|
)
|
|||
(Decrease) increase in cash and cash equivalents
|
|
$
|
(10.0
|
)
|
|
$
|
14.0
|
|
|
$
|
3.7
|
|
|
|
Payment Due by Period
|
||||||||||||||||||
(in millions)
|
|
Total
|
|
Less
Than 1
Year
|
|
1-3
Years
|
|
4-5
Years
|
|
After 5
Years
|
||||||||||
10 year, 5.5% fixed rate senior unsecured notes
|
|
$
|
150.0
|
|
|
$
|
—
|
|
|
$
|
150.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Revolving credit facility
(1)
|
|
95.7
|
|
|
—
|
|
|
—
|
|
|
95.7
|
|
|
—
|
|
|||||
Series A Notes
|
|
100.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100.0
|
|
|||||
Interest on financing agreements
(2)
|
|
53.9
|
|
|
15.4
|
|
|
20.7
|
|
|
12.2
|
|
|
5.6
|
|
|||||
Operating lease obligations (noncancelable)
|
|
104.3
|
|
|
20.4
|
|
|
30.0
|
|
|
20.2
|
|
|
33.7
|
|
|||||
Purchase obligations
(3)
|
|
290.6
|
|
|
258.6
|
|
|
31.5
|
|
|
0.5
|
|
|
—
|
|
|||||
Defined benefit plan funding
(4)
|
|
127.8
|
|
|
10.6
|
|
|
20.9
|
|
|
20.2
|
|
|
76.1
|
|
|||||
Other long-term liabilities
(5)
|
|
39.6
|
|
|
6.6
|
|
|
7.9
|
|
|
5.6
|
|
|
19.5
|
|
|||||
Total contractual obligations
(6)
|
|
$
|
961.9
|
|
|
$
|
311.6
|
|
|
$
|
261.0
|
|
|
$
|
154.4
|
|
|
$
|
234.9
|
|
|
(1)
|
Our revolving credit facility expires in December 2022. Although we may make earlier principal payments, we have reflected the principal balance due at expiration.
|
(2)
|
Cash obligations for interest requirements relate to our fixed-rate debt obligation at its contractual rate and borrowings under the variable-rate revolving credit facility at its current rate at
September 30, 2018
.
|
(3)
|
Agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction.
|
(4)
|
Includes both projected contributions to achieve minimum funding objectives and additional discretionary contributions, where currently planned.
|
(5)
|
Includes the estimated liquidation of liabilities related to both our short-term and long-term casket pricing obligation, self-insurance reserves, and severance payments.
|
(6)
|
We have excluded from the table our
$12.1
liability related to uncertain tax positions as the current portion is not significant and we are not able to reasonably estimate the timing of the long-term portion.
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
Financial Statements:
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
Financial Statement Schedule for years ended September 30, 2018, 2017, and 2016:
|
|
|
|
|
|
|
By:
|
/s/ Timothy C. Ryan
|
|
Timothy C. Ryan
|
|
Vice President, Controller and Chief Accounting Officer
|
|
|
By:
|
/s/ Kristina A. Cerniglia
|
|
Kristina A. Cerniglia
|
|
Senior Vice President and Chief Financial Officer
|
|
|
By:
|
/s/ Joe A. Raver
|
|
Joe A. Raver
|
|
President and Chief Executive Officer
|
/s/PricewaterhouseCoopers LLP
|
Indianapolis, Indiana
|
November 13, 2018
|
|
Year Ended September 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net revenue
|
$
|
1,770.1
|
|
|
$
|
1,590.2
|
|
|
$
|
1,538.4
|
|
Cost of goods sold
|
1,127.2
|
|
|
998.9
|
|
|
967.8
|
|
|||
Gross profit
|
642.9
|
|
|
591.3
|
|
|
570.6
|
|
|||
Operating expenses
|
378.9
|
|
|
344.4
|
|
|
346.5
|
|
|||
Amortization expense
|
30.2
|
|
|
29.2
|
|
|
33.0
|
|
|||
Impairment charge
|
63.4
|
|
|
—
|
|
|
—
|
|
|||
Interest expense
|
23.3
|
|
|
25.2
|
|
|
25.3
|
|
|||
Other (expense) income, net
|
(0.6
|
)
|
|
(4.2
|
)
|
|
(1.7
|
)
|
|||
Income before income taxes
|
146.5
|
|
|
188.3
|
|
|
164.1
|
|
|||
Income tax expense
|
65.3
|
|
|
59.9
|
|
|
47.3
|
|
|||
Consolidated net income
|
81.2
|
|
|
128.4
|
|
|
116.8
|
|
|||
Less: Net income attributable to noncontrolling interests
|
4.6
|
|
|
2.2
|
|
|
4.0
|
|
|||
Net income
(1)
|
$
|
76.6
|
|
|
$
|
126.2
|
|
|
$
|
112.8
|
|
|
|
|
|
|
|
||||||
Net income
(1)
— per share of common stock
|
|
|
|
|
|
|
|
|
|||
Basic earnings per share
|
$
|
1.21
|
|
|
$
|
1.99
|
|
|
$
|
1.78
|
|
Diluted earnings per share
|
$
|
1.20
|
|
|
$
|
1.97
|
|
|
$
|
1.77
|
|
Weighted-average shares outstanding — basic
|
63.1
|
|
|
63.6
|
|
|
63.3
|
|
|||
Weighted-average shares outstanding — diluted
|
63.8
|
|
|
64.0
|
|
|
63.8
|
|
|||
|
|
|
|
|
|
||||||
Cash dividends per share
|
$
|
0.8300
|
|
|
$
|
0.8200
|
|
|
$
|
0.8100
|
|
|
|
Year Ended September 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Consolidated net income
|
$
|
81.2
|
|
|
$
|
128.4
|
|
|
$
|
116.8
|
|
Other comprehensive (loss) income, net of tax
|
|
|
|
|
|
|
|
|
|||
Currency translation
|
(7.9
|
)
|
|
24.9
|
|
|
(9.8
|
)
|
|||
Pension and postretirement (net of tax of $1.3, $10.9, and $4.8)
|
4.3
|
|
|
22.2
|
|
|
(13.1
|
)
|
|||
Net unrealized (loss) gain on derivative instruments (net of tax of $0.0, $1.0, and $0.2)
|
(0.1
|
)
|
|
1.7
|
|
|
0.7
|
|
|||
Total other comprehensive income (loss), net of tax
|
(3.7
|
)
|
|
48.8
|
|
|
(22.2
|
)
|
|||
Consolidated comprehensive income
|
77.5
|
|
|
177.2
|
|
|
94.6
|
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
3.9
|
|
|
2.4
|
|
|
3.7
|
|
|||
Comprehensive income
(2)
|
$
|
73.6
|
|
|
$
|
174.8
|
|
|
$
|
90.9
|
|
|
|
September 30,
|
||||||
|
2018
|
|
2017
|
||||
ASSETS
|
|
|
|
|
|
||
Current Assets
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
56.0
|
|
|
$
|
66.0
|
|
Trade receivables, net
|
218.5
|
|
|
206.1
|
|
||
Receivables from long-term manufacturing contracts
|
120.3
|
|
|
125.2
|
|
||
Inventories
|
172.5
|
|
|
151.6
|
|
||
Prepaid expenses
|
25.2
|
|
|
28.2
|
|
||
Other current assets
|
18.1
|
|
|
16.5
|
|
||
Total current assets
|
610.6
|
|
|
593.6
|
|
||
Property, plant, and equipment, net
|
142.0
|
|
|
150.4
|
|
||
Intangible assets, net
|
487.3
|
|
|
523.9
|
|
||
Goodwill
|
581.9
|
|
|
647.5
|
|
||
Other assets
|
42.8
|
|
|
41.1
|
|
||
Total Assets
|
$
|
1,864.6
|
|
|
$
|
1,956.5
|
|
|
|
|
|
||||
LIABILITIES
|
|
|
|
|
|
||
Current Liabilities
|
|
|
|
|
|
||
Trade accounts payable
|
$
|
196.8
|
|
|
$
|
158.0
|
|
Liabilities from long-term manufacturing contracts and advances
|
125.9
|
|
|
132.3
|
|
||
Current portion of long-term debt
|
—
|
|
|
18.8
|
|
||
Accrued compensation
|
71.9
|
|
|
66.9
|
|
||
Other current liabilities
|
137.1
|
|
|
135.7
|
|
||
Total current liabilities
|
531.7
|
|
|
511.7
|
|
||
Long-term debt
|
344.6
|
|
|
446.9
|
|
||
Accrued pension and postretirement healthcare
|
120.5
|
|
|
129.6
|
|
||
Deferred income taxes
|
76.4
|
|
|
75.7
|
|
||
Other long-term liabilities
|
47.3
|
|
|
26.7
|
|
||
Total Liabilities
|
1,120.5
|
|
|
1,190.6
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 11)
|
|
|
|
|
|
||
|
|
|
|
||||
SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
||
Common stock, no par value (63.9 and 63.8 shares issued,
62.3 and 63.1 shares outstanding)
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
351.4
|
|
|
349.9
|
|
||
Retained earnings
|
531.0
|
|
|
507.1
|
|
||
Treasury stock (1.6 and 0.7 shares)
|
(67.1
|
)
|
|
(24.4
|
)
|
||
Accumulated other comprehensive loss
|
(84.2
|
)
|
|
(81.2
|
)
|
||
Hillenbrand Shareholders’ Equity
|
731.1
|
|
|
751.4
|
|
||
Noncontrolling interests
|
13.0
|
|
|
14.5
|
|
||
Total Shareholders’ Equity
|
744.1
|
|
|
765.9
|
|
||
|
|
|
|
||||
Total Liabilities and Equity
|
$
|
1,864.6
|
|
|
$
|
1,956.5
|
|
|
Year Ended September 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Operating Activities
|
|
|
|
|
|
|
|
|
|||
Consolidated net income
|
$
|
81.2
|
|
|
$
|
128.4
|
|
|
$
|
116.8
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
56.5
|
|
|
56.6
|
|
|
60.4
|
|
|||
Impairment charges
|
63.4
|
|
|
—
|
|
|
2.2
|
|
|||
Deferred income taxes
|
3.7
|
|
|
37.1
|
|
|
(4.7
|
)
|
|||
Net loss (gain) on disposal or impairment of property
|
0.7
|
|
|
(4.6
|
)
|
|
0.3
|
|
|||
Equity in net loss (income) from affiliates
|
—
|
|
|
0.4
|
|
|
(0.3
|
)
|
|||
Share-based compensation
|
12.1
|
|
|
10.5
|
|
|
8.5
|
|
|||
Trade accounts receivable and receivables on long-term manufacturing contracts
|
(13.0
|
)
|
|
10.7
|
|
|
9.7
|
|
|||
Inventories
|
(24.0
|
)
|
|
5.4
|
|
|
11.3
|
|
|||
Prepaid expenses and other current assets
|
(0.1
|
)
|
|
(6.2
|
)
|
|
5.5
|
|
|||
Trade accounts payable
|
41.6
|
|
|
17.2
|
|
|
30.2
|
|
|||
Accrued expenses and other current liabilities
|
5.8
|
|
|
64.6
|
|
|
(10.7
|
)
|
|||
Income taxes payable
|
23.0
|
|
|
4.8
|
|
|
3.8
|
|
|||
Defined benefit plan funding
|
(10.9
|
)
|
|
(90.6
|
)
|
|
(15.5
|
)
|
|||
Defined benefit plan expense
|
3.6
|
|
|
6.4
|
|
|
11.9
|
|
|||
Other, net
|
4.7
|
|
|
5.5
|
|
|
8.8
|
|
|||
Net cash provided by operating activities
|
248.3
|
|
|
246.2
|
|
|
238.2
|
|
|||
|
|
|
|
|
|
||||||
Investing Activities
|
|
|
|
|
|
|
|
|
|||
Capital expenditures
|
(27.0
|
)
|
|
(22.0
|
)
|
|
(21.2
|
)
|
|||
Proceeds from sales of property, plant, and equipment
|
3.7
|
|
|
5.7
|
|
|
2.0
|
|
|||
Acquisitions of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
(235.4
|
)
|
|||
Return of investment capital from affiliates
|
—
|
|
|
3.2
|
|
|
1.1
|
|
|||
Other, net
|
0.2
|
|
|
(0.4
|
)
|
|
—
|
|
|||
Net cash used in investing activities
|
(23.1
|
)
|
|
(13.5
|
)
|
|
(253.5
|
)
|
|||
|
|
|
|
|
|
||||||
Financing Activities
|
|
|
|
|
|
|
|
|
|||
Repayments on term loan
|
(148.5
|
)
|
|
(13.5
|
)
|
|
(9.0
|
)
|
|||
Proceeds from revolving credit facility, net of financing costs
|
1,094.0
|
|
|
819.3
|
|
|
719.8
|
|
|||
Repayments on revolving credit facility
|
(1,065.7
|
)
|
|
(953.0
|
)
|
|
(627.2
|
)
|
|||
Payment of dividends on common stock
|
(52.1
|
)
|
|
(51.9
|
)
|
|
(51.1
|
)
|
|||
Repurchases of common stock
|
(61.0
|
)
|
|
(28.0
|
)
|
|
(21.2
|
)
|
|||
Net proceeds on stock plans
|
7.1
|
|
|
13.7
|
|
|
11.1
|
|
|||
Other, net
|
(6.3
|
)
|
|
(1.7
|
)
|
|
(0.8
|
)
|
|||
Net cash (used in) provided by financing activities
|
(232.5
|
)
|
|
(215.1
|
)
|
|
21.6
|
|
|||
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
(2.7
|
)
|
|
(3.6
|
)
|
|
(2.6
|
)
|
|||
|
|
|
|
|
|
||||||
Net cash flows
|
(10.0
|
)
|
|
14.0
|
|
|
3.7
|
|
|||
|
|
|
|
|
|
||||||
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
|||
At beginning of period
|
66.0
|
|
|
52.0
|
|
|
48.3
|
|
|||
At end of period
|
$
|
56.0
|
|
|
$
|
66.0
|
|
|
$
|
52.0
|
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
20.7
|
|
|
$
|
20.3
|
|
|
$
|
22.7
|
|
Cash paid for income taxes
|
$
|
38.9
|
|
|
$
|
18.2
|
|
|
$
|
48.0
|
|
|
Shareholders of Hillenbrand, Inc.
|
||||||||||||||||||||||||||||
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Treasury Stock
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Noncontrolling
Interests
|
|
Total
|
||||||||||||||||
|
Shares
|
|
|
|
Shares
|
|
Amount
|
|
|
|
|||||||||||||||||||
Balance at September 30, 2015
|
63.6
|
|
|
$
|
350.9
|
|
|
$
|
372.1
|
|
|
0.7
|
|
|
$
|
(21.0
|
)
|
|
$
|
(107.9
|
)
|
|
$
|
11.7
|
|
|
$
|
605.8
|
|
Total other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21.9
|
)
|
|
(0.3
|
)
|
|
(22.2
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
112.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.0
|
|
|
116.8
|
|
||||||
Issuance/retirement of stock for stock awards/options
|
0.1
|
|
|
(11.2
|
)
|
|
—
|
|
|
(0.7
|
)
|
|
22.3
|
|
|
—
|
|
|
—
|
|
|
11.1
|
|
||||||
Share-based compensation
|
—
|
|
|
8.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.5
|
|
||||||
Purchases of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
(21.2
|
)
|
|
—
|
|
|
—
|
|
|
(21.2
|
)
|
||||||
Dividends
|
—
|
|
|
0.5
|
|
|
(51.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|
(52.6
|
)
|
||||||
Balance at September 30, 2016
|
63.7
|
|
|
348.7
|
|
|
433.3
|
|
|
0.7
|
|
|
(19.9
|
)
|
|
(129.8
|
)
|
|
13.9
|
|
|
646.2
|
|
||||||
Total other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48.6
|
|
|
0.2
|
|
|
48.8
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
126.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.2
|
|
|
128.4
|
|
||||||
Issuance/retirement of stock for stock awards/options
|
0.1
|
|
|
(9.8
|
)
|
|
—
|
|
|
(0.7
|
)
|
|
23.5
|
|
|
—
|
|
|
—
|
|
|
13.7
|
|
||||||
Share-based compensation
|
—
|
|
|
10.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.5
|
|
||||||
Purchases of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
(28.0
|
)
|
|
—
|
|
|
—
|
|
|
(28.0
|
)
|
||||||
Dividends
|
—
|
|
|
0.5
|
|
|
(52.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.8
|
)
|
|
(53.7
|
)
|
||||||
Balance at September 30, 2017
|
63.8
|
|
|
349.9
|
|
|
507.1
|
|
|
0.7
|
|
|
(24.4
|
)
|
|
(81.2
|
)
|
|
14.5
|
|
|
765.9
|
|
||||||
Total other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.0
|
)
|
|
(0.7
|
)
|
|
(3.7
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
76.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.6
|
|
|
81.2
|
|
||||||
Issuance/retirement of stock for stock awards/options
|
0.1
|
|
|
(11.2
|
)
|
|
—
|
|
|
(0.5
|
)
|
|
18.3
|
|
|
—
|
|
|
—
|
|
|
7.1
|
|
||||||
Share-based compensation
|
—
|
|
|
12.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.1
|
|
||||||
Purchases of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|
(61.0
|
)
|
|
—
|
|
|
—
|
|
|
(61.0
|
)
|
||||||
Dividends
|
—
|
|
|
0.6
|
|
|
(52.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.4
|
)
|
|
(57.5
|
)
|
||||||
Balance at September 30, 2018
|
63.9
|
|
|
$
|
351.4
|
|
|
$
|
531.0
|
|
|
1.6
|
|
|
$
|
(67.1
|
)
|
|
$
|
(84.2
|
)
|
|
$
|
13.0
|
|
|
$
|
744.1
|
|
|
September 30,
|
||||||
|
2018
|
|
2017
|
||||
Raw materials and components
|
$
|
68.3
|
|
|
$
|
52.6
|
|
Work in process
|
44.7
|
|
|
55.4
|
|
||
Finished goods
|
59.5
|
|
|
43.6
|
|
||
Total inventories
|
$
|
172.5
|
|
|
$
|
151.6
|
|
|
September 30, 2018
|
|
September 30, 2017
|
||||||||||||
|
Cost
|
|
Accumulated
Depreciation
|
|
Cost
|
|
Accumulated
Depreciation
|
||||||||
Land and land improvements
|
$
|
15.0
|
|
|
$
|
(3.3
|
)
|
|
$
|
15.9
|
|
|
$
|
(3.5
|
)
|
Buildings and building equipment
|
102.3
|
|
|
(60.7
|
)
|
|
110.5
|
|
|
(68.0
|
)
|
||||
Machinery and equipment
|
328.5
|
|
|
(239.8
|
)
|
|
335.8
|
|
|
(240.3
|
)
|
||||
Total
|
$
|
445.8
|
|
|
$
|
(303.8
|
)
|
|
$
|
462.2
|
|
|
$
|
(311.8
|
)
|
|
September 30, 2018
|
|
September 30, 2017
|
||||||||||||
|
Cost
|
|
Accumulated
Amortization
|
|
Cost
|
|
Accumulated
Amortization
|
||||||||
Finite-lived assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Trade names
|
$
|
0.2
|
|
|
$
|
(0.2
|
)
|
|
$
|
0.2
|
|
|
$
|
(0.1
|
)
|
Customer relationships
|
464.5
|
|
|
(148.4
|
)
|
|
468.7
|
|
|
(125.9
|
)
|
||||
Technology, including patents
|
79.6
|
|
|
(45.1
|
)
|
|
80.7
|
|
|
(39.9
|
)
|
||||
Software
|
58.0
|
|
|
(48.9
|
)
|
|
48.3
|
|
|
(41.5
|
)
|
||||
Other
|
0.2
|
|
|
(0.2
|
)
|
|
0.2
|
|
|
(0.2
|
)
|
||||
|
602.5
|
|
|
(242.8
|
)
|
|
598.1
|
|
|
(207.6
|
)
|
||||
Indefinite-lived assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Trade names
|
127.6
|
|
|
—
|
|
|
133.4
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total
|
$
|
730.1
|
|
|
$
|
(242.8
|
)
|
|
$
|
731.5
|
|
|
$
|
(207.6
|
)
|
|
Process
Equipment
Group
|
|
Batesville
|
|
Total
|
||||||
Balance September 30, 2016
|
$
|
626.0
|
|
|
$
|
8.3
|
|
|
$
|
634.3
|
|
Adjustments
|
(0.9
|
)
|
|
—
|
|
|
(0.9
|
)
|
|||
Foreign currency adjustments
|
14.1
|
|
|
—
|
|
|
14.1
|
|
|||
Balance September 30, 2017
|
639.2
|
|
|
8.3
|
|
|
647.5
|
|
|||
Impairment charge
|
(58.8
|
)
|
|
—
|
|
|
(58.8
|
)
|
|||
Foreign currency adjustments
|
(6.8
|
)
|
|
—
|
|
|
(6.8
|
)
|
|||
Balance September 30, 2018
|
$
|
573.6
|
|
|
$
|
8.3
|
|
|
$
|
581.9
|
|
|
September 30,
|
||||||
|
2018
|
|
2017
|
||||
Currency translation
|
$
|
(44.1
|
)
|
|
$
|
(36.9
|
)
|
Pension and postretirement (net of taxes of $22.3 and $23.4)
|
(41.0
|
)
|
|
(45.3
|
)
|
||
Unrealized gain (loss) on derivative instruments (net of taxes of $0.3 and $0.8)
|
0.9
|
|
|
1.0
|
|
||
Accumulated other comprehensive loss
|
$
|
(84.2
|
)
|
|
$
|
(81.2
|
)
|
|
September 30,
|
||||||
|
2018
|
|
2017
|
||||
$900 revolving credit facility (excluding outstanding letters of credit)
|
$
|
95.7
|
|
|
$
|
68.0
|
|
$180 term loan
|
—
|
|
|
148.5
|
|
||
$150 senior unsecured notes, net of discount
(1)
|
149.3
|
|
|
148.9
|
|
||
$100 Series A Notes
(2)
|
99.6
|
|
|
99.7
|
|
||
Other
|
—
|
|
|
0.6
|
|
||
Total debt
|
344.6
|
|
|
465.7
|
|
||
Less: current portion
|
—
|
|
|
18.8
|
|
||
Total long-term debt
|
$
|
344.6
|
|
|
$
|
446.9
|
|
|
|
|
|
||||
(1) Includes debt issuance costs of $0.4 and $0.6 at September 30, 2018 and September 30, 2017.
|
|||||||
(2) Includes debt issuance costs of $0.4 and $0.3 at September 30, 2018 and September 30, 2017.
|
|
Amount
|
||
2019
|
$
|
—
|
|
2020
|
150.0
|
|
|
2021
|
—
|
|
|
2022
|
—
|
|
|
2023
|
95.7
|
|
|
U.S. Pension Benefits
Year Ended September 30,
|
|
Non-U.S. Pension Benefits
Year Ended September 30,
|
||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Service cost
|
$
|
2.7
|
|
|
$
|
3.6
|
|
|
$
|
3.9
|
|
|
$
|
1.4
|
|
|
$
|
1.3
|
|
|
$
|
1.8
|
|
Interest cost
|
8.7
|
|
|
8.8
|
|
|
9.5
|
|
|
1.1
|
|
|
0.7
|
|
|
1.8
|
|
||||||
Expected return on plan assets
|
(14.0
|
)
|
|
(13.7
|
)
|
|
(9.7
|
)
|
|
(0.6
|
)
|
|
(0.5
|
)
|
|
(1.0
|
)
|
||||||
Amortization of unrecognized prior service cost, net
|
0.2
|
|
|
0.4
|
|
|
0.6
|
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
||||||
Amortization of actuarial loss
|
3.2
|
|
|
3.6
|
|
|
3.8
|
|
|
0.7
|
|
|
1.1
|
|
|
0.3
|
|
||||||
Settlement expense
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
0.5
|
|
||||||
Net pension costs
|
$
|
0.8
|
|
|
$
|
2.8
|
|
|
$
|
8.1
|
|
|
$
|
2.7
|
|
|
$
|
3.3
|
|
|
$
|
3.5
|
|
|
U.S. Pension Benefits
September 30,
|
|
Non-U.S. Pension Benefits
September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Projected benefit obligation at beginning of year
|
$
|
281.8
|
|
|
$
|
294.2
|
|
|
$
|
133.4
|
|
|
$
|
140.9
|
|
Service cost
|
2.7
|
|
|
3.6
|
|
|
1.4
|
|
|
1.3
|
|
||||
Interest cost
|
8.7
|
|
|
8.8
|
|
|
1.1
|
|
|
0.7
|
|
||||
Actuarial (gain) loss
|
(14.7
|
)
|
|
(6.9
|
)
|
|
0.4
|
|
|
(9.5
|
)
|
||||
Benefits paid
|
(11.5
|
)
|
|
(11.0
|
)
|
|
(5.2
|
)
|
|
(5.7
|
)
|
||||
Gain due to settlement
|
—
|
|
|
(6.9
|
)
|
|
(3.4
|
)
|
|
(1.2
|
)
|
||||
Employee contributions
|
—
|
|
|
—
|
|
|
0.9
|
|
|
0.8
|
|
||||
Effect of exchange rates on projected benefit obligation
|
—
|
|
|
—
|
|
|
(2.3
|
)
|
|
6.1
|
|
||||
Projected benefit obligation at end of year
|
267.0
|
|
|
281.8
|
|
|
126.3
|
|
|
133.4
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
262.4
|
|
|
173.7
|
|
|
31.4
|
|
|
29.7
|
|
||||
Actual return on plan assets
|
0.6
|
|
|
17.9
|
|
|
(0.1
|
)
|
|
0.3
|
|
||||
Employee and employer contributions
|
1.8
|
|
|
81.8
|
|
|
9.0
|
|
|
8.5
|
|
||||
Benefits paid
|
(11.5
|
)
|
|
(11.0
|
)
|
|
(5.2
|
)
|
|
(5.7
|
)
|
||||
Gain due to settlement
|
—
|
|
|
—
|
|
|
(3.0
|
)
|
|
(1.6
|
)
|
||||
Effect of exchange rates on plan assets
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
0.2
|
|
||||
Fair value of plan assets at end of year
|
253.3
|
|
|
262.4
|
|
|
31.9
|
|
|
31.4
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Funded status:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Plan assets less than benefit obligations
|
$
|
(13.7
|
)
|
|
$
|
(19.4
|
)
|
|
$
|
(94.4
|
)
|
|
$
|
(102.0
|
)
|
|
|
|
|
|
|
|
|
||||||||
Amounts recorded in the consolidated balance sheets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Prepaid pension costs, non-current
|
$
|
12.0
|
|
|
$
|
8.2
|
|
|
$
|
2.2
|
|
|
$
|
0.4
|
|
Accrued pension costs, current portion
|
(2.0
|
)
|
|
(1.8
|
)
|
|
(6.6
|
)
|
|
(6.8
|
)
|
||||
Accrued pension costs, long-term portion
|
(23.7
|
)
|
|
(25.8
|
)
|
|
(90.0
|
)
|
|
(95.6
|
)
|
||||
Plan assets greater (less) than benefit obligations
|
$
|
(13.7
|
)
|
|
$
|
(19.4
|
)
|
|
$
|
(94.4
|
)
|
|
$
|
(102.0
|
)
|
|
U.S. Pension Benefits
September 30,
|
|
Non-U.S. Pension Benefits
September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Projected benefit obligation
|
$
|
25.7
|
|
|
$
|
27.7
|
|
|
$
|
96.6
|
|
|
$
|
102.0
|
|
Accumulated benefit obligation
|
25.7
|
|
|
27.6
|
|
|
96.6
|
|
|
102.0
|
|
||||
Fair value of plan assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
U.S. Pension Benefits
Year Ended September 30,
|
|
Non-U.S. Pension Benefits
Year Ended September 30,
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||
Discount rate for obligation, end of year
|
4.2
|
%
|
|
3.7
|
%
|
|
3.6
|
%
|
|
1.2
|
%
|
|
1.1
|
%
|
|
1.0
|
%
|
Discount rate for expense, during the year
|
3.4
|
%
|
|
3.5
|
%
|
|
4.4
|
%
|
|
1.5
|
%
|
|
0.5
|
%
|
|
1.7
|
%
|
Expected rate of return on plan assets
|
5.6
|
%
|
|
5.6
|
%
|
|
5.5
|
%
|
|
2.0
|
%
|
|
2.0
|
%
|
|
2.0
|
%
|
Rate of compensation increase
|
3.0
|
%
|
|
3.0
|
%
|
|
3.0
|
%
|
|
2.0
|
%
|
|
2.0
|
%
|
|
2.0
|
%
|
•
|
Cash equivalents are stated at the carrying amount, which approximates fair value, or at the fund’s net asset value.
|
•
|
Equity securities are stated at the last reported sales price on the day of valuation.
|
•
|
Government index funds are stated at the closing price reported in the active market in which the fund is traded.
|
•
|
Corporate bond funds and equity mutual funds are stated at the closing price in the active markets in which the underlying securities of the funds are traded.
|
•
|
Real estate is stated based on a discounted cash flow approach, which includes future rental receipts, expenses, and residual values as the highest and best use of the real estate from a market participant view as rental property.
|
|
Fair Value at September 30, 2018 Using Inputs Considered as:
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Non-U.S. Pension Plans
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash equivalents
|
$
|
2.4
|
|
|
$
|
2.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities
|
7.3
|
|
|
7.3
|
|
|
—
|
|
|
—
|
|
||||
Other types of investments:
|
|
|
|
|
|
|
|
||||||||
Government index funds
|
5.6
|
|
|
5.6
|
|
|
—
|
|
|
—
|
|
||||
Corporate bond funds
|
12.1
|
|
|
12.1
|
|
|
—
|
|
|
—
|
|
||||
Real estate and real estate funds
|
2.4
|
|
|
—
|
|
|
—
|
|
|
2.4
|
|
||||
Other
|
2.1
|
|
|
—
|
|
|
2.1
|
|
|
—
|
|
||||
Total Non-U.S. pension plan assets
|
$
|
31.9
|
|
|
$
|
27.4
|
|
|
$
|
2.1
|
|
|
$
|
2.4
|
|
|
U.S. Pension Plans
Projected Pension
Benefits Payout
|
|
Non-U.S. Pension Plans
Projected Pension
Benefits Payout
|
||||
2019
|
$
|
14.0
|
|
|
$
|
7.7
|
|
2020
|
14.3
|
|
|
7.9
|
|
||
2021
|
15.0
|
|
|
7.2
|
|
||
2022
|
15.5
|
|
|
7.3
|
|
||
2023
|
16.0
|
|
|
7.3
|
|
||
2023 - 2027
|
83.8
|
|
|
33.6
|
|
|
September 30,
|
||||||
|
2018
|
|
2017
|
||||
Benefit obligation at beginning of year
|
$
|
9.0
|
|
|
$
|
10.3
|
|
Interest cost
|
0.2
|
|
|
0.2
|
|
||
Service cost
|
0.3
|
|
|
0.4
|
|
||
Actuarial (gain) loss
|
(0.9
|
)
|
|
(0.9
|
)
|
||
Net benefits paid
|
(1.0
|
)
|
|
(1.0
|
)
|
||
Benefit obligation at end of year
|
$
|
7.6
|
|
|
$
|
9.0
|
|
|
|
|
|
||||
Amounts recorded in the balance sheets:
|
|
|
|
|
|
||
Accrued postretirement benefits, current portion
|
$
|
0.8
|
|
|
$
|
0.8
|
|
Accrued postretirement benefits, long-term portion
|
6.8
|
|
|
8.2
|
|
||
Net amount recognized
|
$
|
7.6
|
|
|
$
|
9.0
|
|
|
Year Ended September 30,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Discount rate for obligation
|
4.0
|
%
|
|
3.3
|
%
|
|
3.1
|
%
|
Healthcare cost rate assumed for next year
|
7.1
|
%
|
|
7.6
|
%
|
|
7.3
|
%
|
Ultimate trend rate
|
4.5
|
%
|
|
4.5
|
%
|
|
4.5
|
%
|
|
September 30,
|
||||||
|
2018
|
|
2017
|
||||
Transition Tax liability
|
$
|
24.6
|
|
|
$
|
—
|
|
Rabbi trust liability
|
4.3
|
|
|
4.3
|
|
||
Self-insurance loss reserves
|
11.2
|
|
|
14.3
|
|
||
Other
|
13.1
|
|
|
14.9
|
|
||
|
53.2
|
|
|
33.5
|
|
||
Less current portion
|
(5.9
|
)
|
|
(6.8
|
)
|
||
Total long-term portion
|
$
|
47.3
|
|
|
$
|
26.7
|
|
|
Year Ended September 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Domestic
|
$
|
33.7
|
|
|
$
|
108.2
|
|
|
$
|
99.3
|
|
Foreign
|
112.8
|
|
|
80.1
|
|
|
64.8
|
|
|||
Total earnings before income taxes
|
$
|
146.5
|
|
|
$
|
188.3
|
|
|
$
|
164.1
|
|
|
|
|
|
|
|
||||||
Income tax expense:
|
|
|
|
|
|
|
|
|
|||
Current provision:
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
38.2
|
|
|
$
|
0.5
|
|
|
$
|
28.9
|
|
State
|
6.7
|
|
|
(0.4
|
)
|
|
5.1
|
|
|||
Foreign
|
16.7
|
|
|
22.7
|
|
|
18.0
|
|
|||
Total current provision
|
61.6
|
|
|
22.8
|
|
|
52.0
|
|
|||
|
|
|
|
|
|
||||||
Deferred provision (benefit):
|
|
|
|
|
|
|
|
|
|||
Federal
|
(7.5
|
)
|
|
32.0
|
|
|
3.2
|
|
|||
State
|
0.5
|
|
|
5.0
|
|
|
(0.7
|
)
|
|||
Foreign
|
10.7
|
|
|
0.1
|
|
|
(7.2
|
)
|
|||
Total deferred provision (benefit)
|
3.7
|
|
|
37.1
|
|
|
(4.7
|
)
|
|||
Income tax expense
|
$
|
65.3
|
|
|
$
|
59.9
|
|
|
$
|
47.3
|
|
|
Year Ended September 30,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Federal statutory rates
|
24.5
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Adjustments resulting from the tax effect of:
|
|
|
|
|
|
|
|
|
State income taxes, net of federal benefit
|
2.4
|
|
|
1.6
|
|
|
2.0
|
|
Foreign income tax rate differential
|
(0.6
|
)
|
|
(5.8
|
)
|
|
(6.7
|
)
|
Domestic manufacturer’s deduction
|
(1.2
|
)
|
|
(0.3
|
)
|
|
(1.9
|
)
|
Share-based compensation
|
(1.6
|
)
|
|
(1.1
|
)
|
|
(1.5
|
)
|
Foreign distribution taxes
|
(1.7
|
)
|
|
2.7
|
|
|
—
|
|
Valuation allowance
|
(0.7
|
)
|
|
(1.3
|
)
|
|
1.7
|
|
Goodwill impairment charge
|
11.2
|
|
|
—
|
|
|
—
|
|
Transition tax
|
17.8
|
|
|
—
|
|
|
—
|
|
Deferred tax impact of rate change
|
(9.4
|
)
|
|
—
|
|
|
—
|
|
Unrecognized tax benefits
|
2.1
|
|
|
—
|
|
|
—
|
|
Other, net
|
1.8
|
|
|
1.0
|
|
|
0.2
|
|
Effective income tax rate
|
44.6
|
%
|
|
31.8
|
%
|
|
28.8
|
%
|
|
September 30,
|
||||||
|
2018
|
|
2017
|
||||
Deferred tax assets:
|
|
|
|
|
|
||
Employee benefit accruals
|
$
|
29.0
|
|
|
$
|
46.0
|
|
Loss and tax credit carryforwards
|
37.3
|
|
|
43.7
|
|
||
Rebates and other discounts
|
4.4
|
|
|
5.8
|
|
||
Self-insurance reserves
|
2.5
|
|
|
4.6
|
|
||
Inventory, net
|
2.0
|
|
|
3.1
|
|
||
Other, net
|
8.5
|
|
|
12.6
|
|
||
Total deferred tax assets before valuation allowance
|
83.7
|
|
|
115.8
|
|
||
Less valuation allowance
|
(1.8
|
)
|
|
(3.1
|
)
|
||
Total deferred tax assets, net
|
81.9
|
|
|
112.7
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
||
Depreciation
|
(8.3
|
)
|
|
(11.6
|
)
|
||
Amortization
|
(105.3
|
)
|
|
(134.9
|
)
|
||
Long-term contracts and customer prepayments
|
(38.9
|
)
|
|
(28.9
|
)
|
||
Unremitted earnings of foreign operations
|
(0.5
|
)
|
|
(4.2
|
)
|
||
Other, net
|
(1.8
|
)
|
|
(5.1
|
)
|
||
Total deferred tax liabilities
|
(154.8
|
)
|
|
(184.7
|
)
|
||
Deferred tax liabilities, net
|
$
|
(72.9
|
)
|
|
$
|
(72.0
|
)
|
|
|
|
|
||||
Amounts recorded in the balance sheets:
|
|
|
|
|
|
||
Deferred tax assets, non-current
|
3.5
|
|
|
3.7
|
|
||
Deferred tax liabilities, non-current
|
(76.4
|
)
|
|
(75.7
|
)
|
||
Total
|
$
|
(72.9
|
)
|
|
$
|
(72.0
|
)
|
|
September 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Balance at September 30
|
$
|
9.9
|
|
|
$
|
7.7
|
|
|
$
|
7.8
|
|
Additions for tax positions related to the current year
|
0.3
|
|
|
0.7
|
|
|
0.2
|
|
|||
Additions for tax positions of prior years
|
2.8
|
|
|
3.4
|
|
|
1.7
|
|
|||
Reductions for tax positions of prior years
|
(0.6
|
)
|
|
(1.5
|
)
|
|
(2.0
|
)
|
|||
Settlements
|
(0.3
|
)
|
|
(0.4
|
)
|
|
—
|
|
|||
Balance at September 30
|
$
|
12.1
|
|
|
$
|
9.9
|
|
|
$
|
7.7
|
|
|
Year Ended September 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
(1)
|
$
|
76.6
|
|
|
$
|
126.2
|
|
|
$
|
112.8
|
|
Weighted average shares outstanding — basic (in millions)
|
63.1
|
|
|
63.6
|
|
|
63.3
|
|
|||
Effect of dilutive stock options and unvested time-based
restricted stock (in millions)
|
0.7
|
|
|
0.4
|
|
|
0.5
|
|
|||
Weighted average shares outstanding — diluted (in millions)
|
63.8
|
|
|
64.0
|
|
|
63.8
|
|
|||
|
|
|
|
|
|
|
|
|
|||
Earnings per share — basic
|
$
|
1.21
|
|
|
$
|
1.99
|
|
|
$
|
1.78
|
|
Earnings per share — diluted
|
$
|
1.20
|
|
|
$
|
1.97
|
|
|
$
|
1.77
|
|
|
|
|
|
|
|
||||||
Shares with anti-dilutive effect excluded from the computation
of diluted earnings per share (millions)
|
0.3
|
|
|
0.4
|
|
|
0.8
|
|
|
|
Year Ended September 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Stock-based compensation cost
|
$
|
12.1
|
|
|
$
|
10.5
|
|
|
$
|
8.5
|
|
Less impact of income tax
|
2.9
|
|
|
3.8
|
|
|
3.1
|
|
|||
Stock-based compensation cost, net of tax
|
$
|
9.2
|
|
|
$
|
6.7
|
|
|
$
|
5.4
|
|
|
Year Ended September 30,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Risk-free interest rate
|
2.4
|
%
|
|
1.9
|
%
|
|
0.5 - 2.2%
|
|
Weighted-average dividend yield
|
1.8
|
%
|
|
2.2
|
%
|
|
2.6
|
%
|
Weighted-average volatility factor
|
28.0
|
%
|
|
28.8
|
%
|
|
31.0
|
%
|
Exercise factor
(1)
|
n/a
|
|
|
n/a
|
|
|
33.6
|
%
|
Post-vesting termination rate
(1)
|
n/a
|
|
|
n/a
|
|
|
5.0
|
%
|
Expected life (years)
|
5.6
|
|
|
5.8
|
|
|
4.5
|
|
|
|
Number of Shares
|
|
Weighted-Average
Grant Date Fair Value
|
|||
Time-Based Stock Awards
|
|
|
|||||
Non-vested time-based stock awards at September 30, 2017
|
|
93,232
|
|
|
$
|
33.05
|
|
Granted
|
|
34,166
|
|
|
46.77
|
|
|
Vested
|
|
(28,810
|
)
|
|
32.27
|
|
|
Forfeited
|
|
(6,010
|
)
|
|
35.61
|
|
|
Non-vested time-based stock awards at September 30, 2018
|
|
92,578
|
|
|
$
|
38.19
|
|
|
|
Number of Shares
|
|
Weighted-Average
Grant Date Fair Value
|
|||
Performance-Based Stock Awards
|
|
|
|||||
Non-vested performance-based stock awards at September 30, 2017
|
|
608,633
|
|
|
$
|
35.80
|
|
Granted
|
|
237,617
|
|
|
53.35
|
|
|
Vested
|
|
(243,310
|
)
|
|
33.50
|
|
|
Forfeited
|
|
(122,805
|
)
|
|
34.74
|
|
|
Non-vested performance-based stock awards at September 30, 2018
|
|
480,135
|
|
|
$
|
45.93
|
|
|
Pension and
Postretirement
|
|
Currency
Translation
|
|
Net
Unrealized
Gain (Loss) on
Derivative
Instruments
|
|
Total
Attributable
to
Hillenbrand,
Inc.
|
|
Noncontrolling
Interests
|
|
Total
|
||||||||||||
Balance at September 30, 2017
|
$
|
(45.3
|
)
|
|
$
|
(36.9
|
)
|
|
$
|
1.0
|
|
|
$
|
(81.2
|
)
|
|
|
|
|
|
|
||
Other comprehensive income before reclassifications
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Before tax amount
|
1.8
|
|
|
(7.2
|
)
|
|
1.8
|
|
|
(3.6
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
(4.3
|
)
|
||||
Tax expense
|
(0.5
|
)
|
|
—
|
|
|
(0.6
|
)
|
|
(1.1
|
)
|
|
—
|
|
|
(1.1
|
)
|
||||||
After tax amount
|
1.3
|
|
|
(7.2
|
)
|
|
1.2
|
|
|
(4.7
|
)
|
|
(0.7
|
)
|
|
(5.4
|
)
|
||||||
Amounts reclassified from accumulated other comprehensive income
(1)
|
3.0
|
|
|
—
|
|
|
(1.3
|
)
|
|
1.7
|
|
|
—
|
|
|
1.7
|
|
||||||
Net current period other comprehensive income
|
4.3
|
|
|
(7.2
|
)
|
|
(0.1
|
)
|
|
(3.0
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
(3.7
|
)
|
||||
Balance at September 30, 2018
|
$
|
(41.0
|
)
|
|
$
|
(44.1
|
)
|
|
$
|
0.9
|
|
|
$
|
(84.2
|
)
|
|
|
|
|
|
|
|
|
Year Ended September 30, 2018
|
||||||||||||||
|
Amortization of Pension and
Postretirement
(1)
|
|
(Gain)/Loss on Derivative
Instruments
|
|
|
||||||||||
|
Net Loss
Recognized
|
|
Prior Service Costs
Recognized
|
|
|
Total
|
|||||||||
Affected Line in the Consolidated Statement of Income:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.5
|
|
|
$
|
0.5
|
|
Cost of goods sold
|
2.4
|
|
|
0.2
|
|
|
(0.1
|
)
|
|
2.5
|
|
||||
Operating expenses
|
1.2
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
||||
Other (expense) income, net
|
—
|
|
|
—
|
|
|
(2.3
|
)
|
|
(2.3
|
)
|
||||
Total before tax
|
$
|
3.6
|
|
|
$
|
0.2
|
|
|
$
|
(1.9
|
)
|
|
1.9
|
|
|
Tax expense
|
|
|
|
|
|
|
|
|
|
(0.2
|
)
|
||||
Total reclassifications for the period, net of tax
|
|
|
|
|
|
|
|
|
|
$
|
1.7
|
|
|
|
Pension and
Postretirement
|
|
Currency
Translation
|
|
Net
Unrealized
Gain (Loss) on
Derivative
Instruments
|
|
Total
Attributable
to
Hillenbrand,
Inc.
|
|
Noncontrolling
Interests
|
|
Total
|
||||||||||||
Balance at September 30, 2016
|
$
|
(67.5
|
)
|
|
$
|
(61.6
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
(129.8
|
)
|
|
|
|
|
|
|||
Other comprehensive income before reclassifications
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Before tax amount
|
28.1
|
|
|
24.7
|
|
|
3.2
|
|
|
56.0
|
|
|
$
|
0.2
|
|
|
$
|
56.2
|
|
||||
Tax expense
|
(9.3
|
)
|
|
—
|
|
|
(1.2
|
)
|
|
(10.5
|
)
|
|
—
|
|
|
(10.5
|
)
|
||||||
After tax amount
|
18.8
|
|
|
24.7
|
|
|
2.0
|
|
|
45.5
|
|
|
0.2
|
|
|
45.7
|
|
||||||
Amounts reclassified from accumulated other comprehensive income
(1)
|
3.4
|
|
|
—
|
|
|
(0.3
|
)
|
|
3.1
|
|
|
—
|
|
|
3.1
|
|
||||||
Net current period other comprehensive income (loss)
|
22.2
|
|
|
24.7
|
|
|
1.7
|
|
|
48.6
|
|
|
$
|
0.2
|
|
|
$
|
48.8
|
|
||||
Balance at September 30, 2017
|
$
|
(45.3
|
)
|
|
$
|
(36.9
|
)
|
|
$
|
1.0
|
|
|
$
|
(81.2
|
)
|
|
|
|
|
|
|
|
Year Ended September 30, 2017
|
||||||||||||||
|
Amortization of Pension and
Postretirement
(1)
|
|
(Gain)/Loss on Derivative
Instruments
|
|
|
||||||||||
|
Net Loss
Recognized
|
|
Prior Service Costs
Recognized
|
|
|
Total
|
|||||||||
Affected Line in the Consolidated Statement of Income:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
Cost of goods sold
|
3.2
|
|
|
0.3
|
|
|
(0.5
|
)
|
|
3.0
|
|
||||
Operating expenses
|
1.4
|
|
|
0.1
|
|
|
—
|
|
|
1.5
|
|
||||
Other (expense) income, net
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
||||
Total before tax
|
$
|
4.6
|
|
|
$
|
0.4
|
|
|
$
|
(0.5
|
)
|
|
4.5
|
|
|
Tax expense
|
|
|
|
|
|
|
|
|
|
(1.4
|
)
|
||||
Total reclassifications for the period, net of tax
|
|
|
|
|
|
|
|
|
|
$
|
3.1
|
|
|
|
Pension and
Postretirement
|
|
Currency
Translation
|
|
Net
Unrealized
Gain (Loss) on
Derivative
Instruments
|
|
Total
Attributable
to
Hillenbrand,
Inc.
|
|
Noncontrolling
Interests
|
|
Total
|
||||||||||||
Balance at September 30, 2015
|
$
|
(54.4
|
)
|
|
$
|
(52.1
|
)
|
|
$
|
(1.4
|
)
|
|
$
|
(107.9
|
)
|
|
|
|
|
|
|
||
Other comprehensive income before reclassifications
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Before tax amount
|
(22.7
|
)
|
|
(9.5
|
)
|
|
0.2
|
|
|
(32.0
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(32.3
|
)
|
||||
Tax benefit
|
6.5
|
|
|
—
|
|
|
0.1
|
|
|
6.6
|
|
|
—
|
|
|
6.6
|
|
||||||
After tax amount
|
(16.2
|
)
|
|
(9.5
|
)
|
|
0.3
|
|
|
(25.4
|
)
|
|
(0.3
|
)
|
|
(25.7
|
)
|
||||||
Amounts reclassified from accumulated other comprehensive income
(1)
|
3.1
|
|
|
—
|
|
|
0.4
|
|
|
3.5
|
|
|
—
|
|
|
3.5
|
|
||||||
Net current period other comprehensive loss
|
(13.1
|
)
|
|
(9.5
|
)
|
|
0.7
|
|
|
(21.9
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(22.2
|
)
|
||||
Balance at September 30, 2016
|
$
|
(67.5
|
)
|
|
$
|
(61.6
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
(129.8
|
)
|
|
|
|
|
|
|
|
|
Year Ended September 30, 2016
|
||||||||||||||
|
Amortization of Pension and
Postretirement
(1)
|
|
(Gain)/Loss on Derivative
Instruments
|
|
|
||||||||||
|
Net Loss
Recognized
|
|
Prior Service Costs
Recognized
|
|
|
Total
|
|||||||||
Affected Line in the Consolidated Statement of Income:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
Cost of goods sold
|
3.0
|
|
|
0.3
|
|
|
—
|
|
|
3.3
|
|
||||
Operating expenses
|
1.3
|
|
|
0.2
|
|
|
—
|
|
|
1.5
|
|
||||
Other (expense) income, net
|
—
|
|
|
—
|
|
|
0.4
|
|
|
0.4
|
|
||||
Total before tax
|
$
|
4.3
|
|
|
$
|
0.5
|
|
|
$
|
0.7
|
|
|
5.5
|
|
|
Tax expense
|
|
|
|
|
|
|
|
|
|
(2.0
|
)
|
||||
Total reclassifications for the period, net of tax
|
|
|
|
|
|
|
|
|
|
$
|
3.5
|
|
|
|
Amount
|
||
2019
|
$
|
20.4
|
|
2020
|
15.8
|
|
|
2021
|
14.2
|
|
|
2022
|
11.7
|
|
|
2023
|
8.5
|
|
|
Thereafter
|
33.7
|
|
|
|
$
|
104.3
|
|
|
Year Ended September 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Foreign currency exchange gain (loss), net
|
(1.2
|
)
|
|
(1.4
|
)
|
|
0.3
|
|
|||
Other, net
|
0.6
|
|
|
(2.8
|
)
|
|
(2.0
|
)
|
|||
Other (expense) income, net
|
$
|
(0.6
|
)
|
|
$
|
(4.2
|
)
|
|
$
|
(1.7
|
)
|
Level 1:
|
Inputs are quoted prices in active markets for identical assets or liabilities.
|
Level 2:
|
Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly.
|
Level 3:
|
Inputs are unobservable for the asset or liability.
|
|
Carrying
Value at 9/30/2018 |
|
Fair Value at September 30, 2018
|
||||||||||||
|
|
Using Inputs Considered as:
|
|||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
56.0
|
|
|
$
|
56.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Investments in rabbi trust
|
4.3
|
|
|
4.3
|
|
|
—
|
|
|
—
|
|
||||
Derivative instruments
|
1.9
|
|
|
—
|
|
|
1.9
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
$150 senior unsecured notes
|
149.7
|
|
|
154.9
|
|
|
—
|
|
|
—
|
|
||||
Revolving credit facility
|
95.7
|
|
|
—
|
|
|
95.7
|
|
|
—
|
|
||||
$100 Series A Notes
|
100.0
|
|
|
—
|
|
|
102.4
|
|
|
—
|
|
||||
Derivative instruments
|
2.2
|
|
|
—
|
|
|
2.2
|
|
|
—
|
|
|
Carrying
Value at 9/30/2017 |
|
Fair Value at September 30, 2017
|
||||||||||||
|
|
Using Inputs Considered as:
|
|||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
66.0
|
|
|
$
|
66.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Investments in rabbi trust
|
4.3
|
|
|
4.3
|
|
|
—
|
|
|
—
|
|
||||
Derivative instruments
|
3.8
|
|
|
—
|
|
|
3.8
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
$150 senior unsecured notes
|
149.5
|
|
|
161.2
|
|
|
—
|
|
|
—
|
|
||||
Revolving credit facility
|
68.0
|
|
|
—
|
|
|
68.0
|
|
|
—
|
|
||||
Term loan
|
148.5
|
|
|
—
|
|
|
148.5
|
|
|
—
|
|
||||
$100 Series A Notes
|
100.0
|
|
|
—
|
|
|
106.7
|
|
|
—
|
|
||||
Derivative instruments
|
2.3
|
|
|
—
|
|
|
2.3
|
|
|
—
|
|
•
|
The fair value of the investments in the rabbi trust were based on quoted prices in active markets. The trust assets consist of participant-directed investments in publicly traded mutual funds.
|
•
|
We estimate the fair value of our foreign currency derivatives using industry accepted models. The significant Level 2 inputs used in the valuation of our derivatives include spot rates, forward rates, and volatility. These inputs were obtained from pricing services, broker quotes, and other sources.
|
•
|
The fair value of the
10
-year,
5.5%
fixed-rate senior unsecured notes was based on quoted prices in an active market.
|
•
|
The fair values of the revolving credit facility, term loan, and Series A Notes were estimated based on internally-developed models, using current market interest rate data for similar issues, as there is no active market for our revolving credit facility, term loan or Series A Notes.
|
|
Year Ended September 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net revenue
|
|
|
|
|
|
|
|
|
|||
Process Equipment Group
|
$
|
1,219.5
|
|
|
$
|
1,028.2
|
|
|
$
|
964.7
|
|
Batesville
|
550.6
|
|
|
562.0
|
|
|
573.7
|
|
|||
Total net revenue
|
$
|
1,770.1
|
|
|
$
|
1,590.2
|
|
|
$
|
1,538.4
|
|
|
|
|
|
|
|
||||||
Adjusted EBITDA
|
|
|
|
|
|
|
|
||||
Process Equipment Group
|
$
|
215.8
|
|
|
$
|
177.7
|
|
|
$
|
160.9
|
|
Batesville
|
120.8
|
|
|
141.9
|
|
|
143.5
|
|
|||
Corporate
|
(42.3
|
)
|
|
(38.6
|
)
|
|
(37.3
|
)
|
|||
|
|
|
|
|
|
||||||
Net revenue
(1)
|
|
|
|
|
|
|
|
||||
United States
|
$
|
926.4
|
|
|
$
|
896.1
|
|
|
$
|
857.0
|
|
Germany
|
512.5
|
|
|
425.6
|
|
|
403.0
|
|
|||
All other foreign business units
|
331.2
|
|
|
268.5
|
|
|
278.4
|
|
|||
Total revenue
|
$
|
1,770.1
|
|
|
$
|
1,590.2
|
|
|
$
|
1,538.4
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|||
Process Equipment Group
|
$
|
42.8
|
|
|
$
|
41.3
|
|
|
$
|
45.2
|
|
Batesville
|
11.9
|
|
|
13.8
|
|
|
14.1
|
|
|||
Corporate
|
1.8
|
|
|
1.5
|
|
|
1.1
|
|
|||
Total depreciation and amortization
|
$
|
56.5
|
|
|
$
|
56.6
|
|
|
$
|
60.4
|
|
|
|
September 30,
|
||||||
|
2018
|
|
2017
|
||||
Total assets assigned
|
|
|
|
|
|
||
Process Equipment Group
|
$
|
1,638.8
|
|
|
$
|
1,722.2
|
|
Batesville
|
191.8
|
|
|
203.4
|
|
||
Corporate
|
34.0
|
|
|
30.9
|
|
||
Total assets
|
$
|
1,864.6
|
|
|
$
|
1,956.5
|
|
|
|
|
|
||||
Tangible long-lived assets, net
|
|
|
|
|
|||
United States
|
$
|
76.6
|
|
|
$
|
84.4
|
|
Germany
|
40.7
|
|
|
39.0
|
|
||
All other foreign business units
|
24.7
|
|
|
27.0
|
|
||
Tangible long-lived assets, net
|
$
|
142.0
|
|
|
$
|
150.4
|
|
|
Year Ended September 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|||
Process Equipment Group
|
$
|
215.8
|
|
|
$
|
177.7
|
|
|
$
|
160.9
|
|
Batesville
|
120.8
|
|
|
141.9
|
|
|
143.5
|
|
|||
Corporate
|
(42.3
|
)
|
|
(38.6
|
)
|
|
(37.3
|
)
|
|||
Less:
|
|
|
|
|
|
|
|
|
|||
Interest income
|
(1.4
|
)
|
|
(0.9
|
)
|
|
(1.2
|
)
|
|||
Interest expense
|
23.3
|
|
|
25.2
|
|
|
25.3
|
|
|||
Income tax expense
|
65.3
|
|
|
59.9
|
|
|
47.3
|
|
|||
Depreciation and amortization
|
56.5
|
|
|
56.6
|
|
|
60.4
|
|
|||
Business acquisition, development, and integration
|
3.5
|
|
|
1.1
|
|
|
3.7
|
|
|||
Inventory step-up
|
—
|
|
|
—
|
|
|
2.4
|
|
|||
Restructuring and restructuring related
|
2.5
|
|
|
10.7
|
|
|
10.2
|
|
|||
Impairment charges
|
63.4
|
|
|
—
|
|
|
2.2
|
|
|||
Consolidated net income
|
$
|
81.2
|
|
|
$
|
128.4
|
|
|
$
|
116.8
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net revenue
|
$
|
397.2
|
|
|
$
|
452.2
|
|
|
$
|
446.0
|
|
|
$
|
474.7
|
|
Gross profit
|
146.3
|
|
|
168.7
|
|
|
163.7
|
|
|
164.2
|
|
||||
Net income (loss)
(1)
|
18.1
|
|
|
(21.9
|
)
|
|
35.9
|
|
|
44.5
|
|
||||
Earnings per share — basic
|
0.28
|
|
|
(0.34
|
)
|
|
0.57
|
|
|
0.71
|
|
||||
Earnings per share —diluted
|
0.28
|
|
|
(0.34
|
)
|
|
0.56
|
|
|
0.70
|
|
||||
|
|
|
|
|
|
|
|
||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net revenue
|
$
|
356.1
|
|
|
$
|
395.3
|
|
|
$
|
395.9
|
|
|
$
|
442.9
|
|
Gross profit
|
126.0
|
|
|
148.6
|
|
|
152.4
|
|
|
164.3
|
|
||||
Net income
(1)
|
21.7
|
|
|
33.4
|
|
|
32.9
|
|
|
38.2
|
|
||||
Earnings per share — basic
|
0.34
|
|
|
0.52
|
|
|
0.52
|
|
|
0.60
|
|
||||
Earnings per share —diluted
|
0.34
|
|
|
0.52
|
|
|
0.52
|
|
|
0.60
|
|
|
|
Year Ended September 30, 2018
|
|
Year Ended September 30, 2017
|
|
Year Ended September 30, 2016
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
|
Parent
|
|
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
|
Parent
|
|
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||||||||||||||||||||
Net revenue
|
$
|
—
|
|
|
$
|
937.0
|
|
|
$
|
1,052.9
|
|
|
$
|
(219.8
|
)
|
|
$
|
1,770.1
|
|
|
$
|
—
|
|
|
$
|
901.4
|
|
|
$
|
904.7
|
|
|
$
|
(215.9
|
)
|
|
$
|
1,590.2
|
|
|
$
|
—
|
|
|
$
|
846.8
|
|
|
$
|
892.8
|
|
|
$
|
(201.2
|
)
|
|
$
|
1,538.4
|
|
Cost of goods sold
|
—
|
|
|
497.1
|
|
|
743.1
|
|
|
(113.0
|
)
|
|
1,127.2
|
|
|
—
|
|
|
467.3
|
|
|
647.4
|
|
|
(115.8
|
)
|
|
998.9
|
|
|
—
|
|
|
428.7
|
|
|
638.4
|
|
|
(99.3
|
)
|
|
967.8
|
|
|||||||||||||||
Gross profit
|
—
|
|
|
439.9
|
|
|
309.8
|
|
|
(106.8
|
)
|
|
642.9
|
|
|
—
|
|
|
434.1
|
|
|
257.3
|
|
|
(100.1
|
)
|
|
591.3
|
|
|
—
|
|
|
418.1
|
|
|
254.4
|
|
|
(101.9
|
)
|
|
570.6
|
|
|||||||||||||||
Operating expenses
|
54.8
|
|
|
247.4
|
|
|
183.5
|
|
|
(106.8
|
)
|
|
378.9
|
|
|
42.4
|
|
|
237.8
|
|
|
164.3
|
|
|
(100.1
|
)
|
|
344.4
|
|
|
41.8
|
|
|
242.0
|
|
|
164.6
|
|
|
(101.9
|
)
|
|
346.5
|
|
|||||||||||||||
Amortization expense
|
—
|
|
|
13.4
|
|
|
16.8
|
|
|
—
|
|
|
30.2
|
|
|
—
|
|
|
13.5
|
|
|
15.7
|
|
|
—
|
|
|
29.2
|
|
|
—
|
|
|
13.0
|
|
|
20.0
|
|
|
—
|
|
|
33.0
|
|
|||||||||||||||
Impairment charge
|
—
|
|
|
63.4
|
|
|
—
|
|
|
—
|
|
|
63.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||||||
Interest expense
|
20.3
|
|
|
1.1
|
|
|
1.9
|
|
|
—
|
|
|
23.3
|
|
|
21.8
|
|
|
—
|
|
|
3.4
|
|
|
—
|
|
|
25.2
|
|
|
22.7
|
|
|
0.2
|
|
|
2.4
|
|
|
—
|
|
|
25.3
|
|
|||||||||||||||
Other income (expense), net
|
2.1
|
|
|
(2.7
|
)
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
(0.6
|
)
|
|
(3.4
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
(4.2
|
)
|
|
(0.3
|
)
|
|
(2.2
|
)
|
|
0.8
|
|
|
—
|
|
|
(1.7
|
)
|
|||||||||||||||
Equity in net income (loss) of subsidiaries
|
139.3
|
|
|
9.1
|
|
|
—
|
|
|
(148.4
|
)
|
|
—
|
|
|
164.4
|
|
|
8.2
|
|
|
—
|
|
|
(172.6
|
)
|
|
—
|
|
|
144.4
|
|
|
10.2
|
|
|
—
|
|
|
(154.6
|
)
|
|
—
|
|
|||||||||||||||
Income (loss) before income taxes
|
66.3
|
|
|
121.0
|
|
|
107.6
|
|
|
(148.4
|
)
|
|
146.5
|
|
|
99.6
|
|
|
187.6
|
|
|
73.7
|
|
|
(172.6
|
)
|
|
188.3
|
|
|
79.6
|
|
|
170.9
|
|
|
68.2
|
|
|
(154.6
|
)
|
|
164.1
|
|
|||||||||||||||
Income tax expense (benefit)
|
(10.3
|
)
|
|
48.3
|
|
|
27.3
|
|
|
—
|
|
|
65.3
|
|
|
(26.6
|
)
|
|
65.9
|
|
|
20.6
|
|
|
—
|
|
|
59.9
|
|
|
(33.2
|
)
|
|
62.4
|
|
|
18.1
|
|
|
—
|
|
|
47.3
|
|
|||||||||||||||
Consolidated net income
|
76.6
|
|
|
72.7
|
|
|
80.3
|
|
|
(148.4
|
)
|
|
81.2
|
|
|
126.2
|
|
|
121.7
|
|
|
53.1
|
|
|
(172.6
|
)
|
|
128.4
|
|
|
112.8
|
|
|
108.5
|
|
|
50.1
|
|
|
(154.6
|
)
|
|
116.8
|
|
|||||||||||||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
4.6
|
|
|
—
|
|
|
4.6
|
|
|
—
|
|
|
—
|
|
|
2.2
|
|
|
—
|
|
|
2.2
|
|
|
—
|
|
|
—
|
|
|
4.0
|
|
|
—
|
|
|
4.0
|
|
|||||||||||||||
Net income (loss)
(1)
|
$
|
76.6
|
|
|
$
|
72.7
|
|
|
$
|
75.7
|
|
|
$
|
(148.4
|
)
|
|
$
|
76.6
|
|
|
$
|
126.2
|
|
|
$
|
121.7
|
|
|
$
|
50.9
|
|
|
$
|
(172.6
|
)
|
|
$
|
126.2
|
|
|
$
|
112.8
|
|
|
$
|
108.5
|
|
|
$
|
46.1
|
|
|
$
|
(154.6
|
)
|
|
$
|
112.8
|
|
Consolidated comprehensive income (loss)
|
$
|
73.6
|
|
|
$
|
77.1
|
|
|
$
|
72.1
|
|
|
$
|
(145.3
|
)
|
|
$
|
77.5
|
|
|
$
|
174.8
|
|
|
$
|
131.8
|
|
|
$
|
86.4
|
|
|
$
|
(215.8
|
)
|
|
$
|
177.2
|
|
|
$
|
90.9
|
|
|
$
|
116.4
|
|
|
$
|
33.1
|
|
|
$
|
(145.8
|
)
|
|
$
|
94.6
|
|
Less: Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
3.9
|
|
|
—
|
|
|
3.9
|
|
|
—
|
|
|
—
|
|
|
2.4
|
|
|
—
|
|
|
2.4
|
|
|
—
|
|
|
—
|
|
|
3.7
|
|
|
—
|
|
|
3.7
|
|
|||||||||||||||
Comprehensive income (loss)
(2)
|
$
|
73.6
|
|
|
$
|
77.1
|
|
|
$
|
68.2
|
|
|
$
|
(145.3
|
)
|
|
$
|
73.6
|
|
|
$
|
174.8
|
|
|
$
|
131.8
|
|
|
$
|
84.0
|
|
|
$
|
(215.8
|
)
|
|
$
|
174.8
|
|
|
$
|
90.9
|
|
|
$
|
116.4
|
|
|
$
|
29.4
|
|
|
$
|
(145.8
|
)
|
|
$
|
90.9
|
|
|
|
September 30, 2018
|
|
September 30, 2017
|
||||||||||||||||||||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
|
Parent
|
|
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||||||||||
Cash and cash equivalents
|
$
|
1.1
|
|
|
$
|
5.8
|
|
|
$
|
49.1
|
|
|
$
|
—
|
|
|
$
|
56.0
|
|
|
$
|
0.1
|
|
|
$
|
4.9
|
|
|
$
|
61.0
|
|
|
$
|
—
|
|
|
$
|
66.0
|
|
Trade receivables, net
|
—
|
|
|
124.5
|
|
|
94.0
|
|
|
—
|
|
|
218.5
|
|
|
—
|
|
|
114.5
|
|
|
91.6
|
|
|
—
|
|
|
206.1
|
|
||||||||||
Receivables from long-term manufacturing contracts
|
—
|
|
|
5.3
|
|
|
115.0
|
|
|
—
|
|
|
120.3
|
|
|
—
|
|
|
8.5
|
|
|
116.7
|
|
|
—
|
|
|
125.2
|
|
||||||||||
Inventories
|
—
|
|
|
76.7
|
|
|
98.6
|
|
|
(2.8
|
)
|
|
172.5
|
|
|
—
|
|
|
68.2
|
|
|
85.9
|
|
|
(2.5
|
)
|
|
151.6
|
|
||||||||||
Prepaid expense
|
2.7
|
|
|
7.0
|
|
|
15.5
|
|
|
—
|
|
|
25.2
|
|
|
2.1
|
|
|
7.6
|
|
|
18.5
|
|
|
—
|
|
|
28.2
|
|
||||||||||
Intercompany receivables
|
—
|
|
|
1,131.1
|
|
|
79.1
|
|
|
(1,210.2
|
)
|
|
—
|
|
|
—
|
|
|
1,050.4
|
|
|
93.9
|
|
|
(1,144.3
|
)
|
|
—
|
|
||||||||||
Other current assets
|
—
|
|
|
3.2
|
|
|
14.6
|
|
|
0.3
|
|
|
18.1
|
|
|
0.2
|
|
|
1.6
|
|
|
14.4
|
|
|
0.3
|
|
|
16.5
|
|
||||||||||
Total current assets
|
3.8
|
|
|
1,353.6
|
|
|
465.9
|
|
|
(1,212.7
|
)
|
|
610.6
|
|
|
2.4
|
|
|
1,255.7
|
|
|
482.0
|
|
|
(1,146.5
|
)
|
|
593.6
|
|
||||||||||
Property, plant, and equipment, net
|
3.8
|
|
|
60.2
|
|
|
78.0
|
|
|
—
|
|
|
142.0
|
|
|
4.7
|
|
|
64.5
|
|
|
81.2
|
|
|
—
|
|
|
150.4
|
|
||||||||||
Intangible assets, net
|
3.2
|
|
|
196.0
|
|
|
288.1
|
|
|
—
|
|
|
487.3
|
|
|
3.6
|
|
|
211.3
|
|
|
309.0
|
|
|
—
|
|
|
523.9
|
|
||||||||||
Goodwill
|
—
|
|
|
225.0
|
|
|
356.9
|
|
|
—
|
|
|
581.9
|
|
|
—
|
|
|
283.9
|
|
|
363.6
|
|
|
—
|
|
|
647.5
|
|
||||||||||
Investment in consolidated subsidiaries
|
2,263.1
|
|
|
653.9
|
|
|
—
|
|
|
(2,917.0
|
)
|
|
—
|
|
|
2,298.0
|
|
|
664.1
|
|
|
—
|
|
|
(2,962.1
|
)
|
|
—
|
|
||||||||||
Other assets
|
15.7
|
|
|
28.2
|
|
|
5.9
|
|
|
(7.0
|
)
|
|
42.8
|
|
|
20.2
|
|
|
29.0
|
|
|
4.4
|
|
|
(12.5
|
)
|
|
41.1
|
|
||||||||||
Total Assets
|
$
|
2,289.6
|
|
|
$
|
2,516.9
|
|
|
$
|
1,194.8
|
|
|
$
|
(4,136.7
|
)
|
|
$
|
1,864.6
|
|
|
$
|
2,328.9
|
|
|
$
|
2,508.5
|
|
|
$
|
1,240.2
|
|
|
$
|
(4,121.1
|
)
|
|
$
|
1,956.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Trade accounts payable
|
$
|
—
|
|
|
$
|
62.4
|
|
|
$
|
134.4
|
|
|
$
|
—
|
|
|
$
|
196.8
|
|
|
$
|
1.0
|
|
|
$
|
36.7
|
|
|
$
|
120.0
|
|
|
$
|
0.3
|
|
|
$
|
158.0
|
|
Liabilities from long-term manufacturing contracts and advances
|
—
|
|
|
26.6
|
|
|
99.3
|
|
|
—
|
|
|
125.9
|
|
|
—
|
|
|
26.2
|
|
|
106.1
|
|
|
—
|
|
|
132.3
|
|
||||||||||
Current portion of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18.0
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
18.8
|
|
||||||||||
Accrued compensation
|
7.2
|
|
|
20.1
|
|
|
44.6
|
|
|
—
|
|
|
71.9
|
|
|
7.6
|
|
|
17.9
|
|
|
41.4
|
|
|
—
|
|
|
66.9
|
|
||||||||||
Intercompany payables
|
1,206.2
|
|
|
6.1
|
|
|
—
|
|
|
(1,212.3
|
)
|
|
—
|
|
|
1,142.8
|
|
|
4.0
|
|
|
—
|
|
|
(1,146.8
|
)
|
|
—
|
|
||||||||||
Other current liabilities
|
19.4
|
|
|
38.9
|
|
|
78.1
|
|
|
0.7
|
|
|
137.1
|
|
|
14.0
|
|
|
42.2
|
|
|
79.3
|
|
|
0.2
|
|
|
135.7
|
|
||||||||||
Total current liabilities
|
1,232.8
|
|
|
154.1
|
|
|
356.4
|
|
|
(1,211.6
|
)
|
|
531.7
|
|
|
1,183.4
|
|
|
127.0
|
|
|
347.6
|
|
|
(1,146.3
|
)
|
|
511.7
|
|
||||||||||
Long-term debt
|
300.2
|
|
|
—
|
|
|
44.4
|
|
|
—
|
|
|
344.6
|
|
|
392.0
|
|
|
—
|
|
|
54.9
|
|
|
—
|
|
|
446.9
|
|
||||||||||
Accrued pension and postretirement healthcare
|
0.7
|
|
|
29.8
|
|
|
90.0
|
|
|
—
|
|
|
120.5
|
|
|
0.8
|
|
|
33.3
|
|
|
95.5
|
|
|
—
|
|
|
129.6
|
|
||||||||||
Deferred income taxes
|
0.7
|
|
|
22.9
|
|
|
60.9
|
|
|
(8.1
|
)
|
|
76.4
|
|
|
—
|
|
|
27.5
|
|
|
60.9
|
|
|
(12.7
|
)
|
|
75.7
|
|
||||||||||
Other long-term liabilities
|
24.1
|
|
|
14.3
|
|
|
8.9
|
|
|
—
|
|
|
47.3
|
|
|
1.3
|
|
|
15.3
|
|
|
10.1
|
|
|
—
|
|
|
26.7
|
|
||||||||||
Total Liabilities
|
1,558.5
|
|
|
221.1
|
|
|
560.6
|
|
|
(1,219.7
|
)
|
|
1,120.5
|
|
|
1,577.5
|
|
|
203.1
|
|
|
569.0
|
|
|
(1,159.0
|
)
|
|
1,190.6
|
|
||||||||||
Total Hillenbrand Shareholders’ Equity
|
731.1
|
|
|
2,295.8
|
|
|
621.2
|
|
|
(2,917.0
|
)
|
|
731.1
|
|
|
751.4
|
|
|
2,305.4
|
|
|
656.7
|
|
|
(2,962.1
|
)
|
|
751.4
|
|
||||||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
13.0
|
|
|
—
|
|
|
13.0
|
|
|
—
|
|
|
—
|
|
|
14.5
|
|
|
—
|
|
|
14.5
|
|
||||||||||
Total Equity
|
731.1
|
|
|
2,295.8
|
|
|
634.2
|
|
|
(2,917.0
|
)
|
|
744.1
|
|
|
751.4
|
|
|
2,305.4
|
|
|
671.2
|
|
|
(2,962.1
|
)
|
|
765.9
|
|
||||||||||
Total Liabilities and Equity
|
$
|
2,289.6
|
|
|
$
|
2,516.9
|
|
|
$
|
1,194.8
|
|
|
$
|
(4,136.7
|
)
|
|
$
|
1,864.6
|
|
|
$
|
2,328.9
|
|
|
$
|
2,508.5
|
|
|
$
|
1,240.2
|
|
|
$
|
(4,121.1
|
)
|
|
$
|
1,956.5
|
|
|
Year Ended September 30, 2018
|
|
Year Ended September 30, 2017
|
|
Year Ended September 30, 2016
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
|
Parent
|
|
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
|
Parent
|
|
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||||||||||||||||||||
Net cash provided by (used in) operating activities
|
$
|
221.6
|
|
|
$
|
127.8
|
|
|
$
|
23.2
|
|
|
$
|
(124.3
|
)
|
|
$
|
248.3
|
|
|
$
|
79.9
|
|
|
$
|
126.7
|
|
|
$
|
168.3
|
|
|
$
|
(128.7
|
)
|
|
$
|
246.2
|
|
|
$
|
157.8
|
|
|
$
|
239.9
|
|
|
$
|
(49.5
|
)
|
|
$
|
(110.0
|
)
|
|
$
|
238.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Capital expenditures
|
(1.7
|
)
|
|
(12.1
|
)
|
|
(13.2
|
)
|
|
—
|
|
|
(27.0
|
)
|
|
(0.7
|
)
|
|
(9.7
|
)
|
|
(11.6
|
)
|
|
—
|
|
|
(22.0
|
)
|
|
(2.6
|
)
|
|
(8.0
|
)
|
|
(10.6
|
)
|
|
—
|
|
|
(21.2
|
)
|
|||||||||||||||
Proceeds from sales of property, plant, and equipment
|
—
|
|
|
3.4
|
|
|
0.3
|
|
|
—
|
|
|
3.7
|
|
|
—
|
|
|
5.3
|
|
|
0.4
|
|
|
—
|
|
|
5.7
|
|
|
—
|
|
|
1.6
|
|
|
0.4
|
|
|
—
|
|
|
2.0
|
|
|||||||||||||||
Acquisition of business, net of cash acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(130.4
|
)
|
|
(105.0
|
)
|
|
—
|
|
|
(235.4
|
)
|
|||||||||||||||
Return of investment capital from affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.2
|
|
|
1.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|||||||||||||||
Other, net
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||||||
Net cash provided by (used in) investing activities
|
(1.7
|
)
|
|
(8.6
|
)
|
|
(12.8
|
)
|
|
—
|
|
|
(23.1
|
)
|
|
2.5
|
|
|
(4.8
|
)
|
|
(11.2
|
)
|
|
—
|
|
|
(13.5
|
)
|
|
(1.5
|
)
|
|
(136.8
|
)
|
|
(115.2
|
)
|
|
—
|
|
|
(253.5
|
)
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Repayments on term loan
|
(148.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(148.5
|
)
|
|
(13.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13.5
|
)
|
|
(9.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.0
|
)
|
|||||||||||||||
Proceeds from revolving credit facility
|
583.9
|
|
|
—
|
|
|
510.1
|
|
|
—
|
|
|
1,094.0
|
|
|
289.5
|
|
|
—
|
|
|
529.8
|
|
|
—
|
|
|
819.3
|
|
|
375.5
|
|
|
—
|
|
|
344.3
|
|
|
—
|
|
|
719.8
|
|
|||||||||||||||
Repayments on revolving credit facility
|
(548.3
|
)
|
|
—
|
|
|
(517.4
|
)
|
|
—
|
|
|
(1,065.7
|
)
|
|
(296.5
|
)
|
|
—
|
|
|
(656.5
|
)
|
|
—
|
|
|
(953.0
|
)
|
|
(457.5
|
)
|
|
—
|
|
|
(169.7
|
)
|
|
—
|
|
|
(627.2
|
)
|
|||||||||||||||
Payment of dividends - intercompany
|
—
|
|
|
(118.3
|
)
|
|
(6.0
|
)
|
|
124.3
|
|
|
—
|
|
|
—
|
|
|
(122.6
|
)
|
|
(6.1
|
)
|
|
128.7
|
|
|
—
|
|
|
—
|
|
|
(104.6
|
)
|
|
(5.4
|
)
|
|
110.0
|
|
|
—
|
|
|||||||||||||||
Payment of dividends on common stock
|
(52.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(52.1
|
)
|
|
(51.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51.9
|
)
|
|
(51.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51.1
|
)
|
|||||||||||||||
Repurchases of common stock
|
(61.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(61.0
|
)
|
|
(28.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28.0
|
)
|
|
(21.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21.2
|
)
|
|||||||||||||||
Net proceeds on stock plans
|
7.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.1
|
|
|
13.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13.7
|
|
|
11.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.1
|
|
|||||||||||||||
Other, net
|
—
|
|
|
—
|
|
|
(6.3
|
)
|
|
—
|
|
|
(6.3
|
)
|
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
|
—
|
|
|
(1.7
|
)
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
(0.8
|
)
|
|||||||||||||||
Net cash (used in) provided by financing activities
|
(218.9
|
)
|
|
(118.3
|
)
|
|
(19.6
|
)
|
|
124.3
|
|
|
(232.5
|
)
|
|
(86.7
|
)
|
|
(122.6
|
)
|
|
(134.5
|
)
|
|
128.7
|
|
|
(215.1
|
)
|
|
(152.2
|
)
|
|
(104.6
|
)
|
|
168.4
|
|
|
110.0
|
|
|
21.6
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Effect of exchange rates on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(2.7
|
)
|
|
—
|
|
|
(2.7
|
)
|
|
—
|
|
|
—
|
|
|
(3.6
|
)
|
|
—
|
|
|
(3.6
|
)
|
|
—
|
|
|
—
|
|
|
(2.6
|
)
|
|
—
|
|
|
(2.6
|
)
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net cash flows
|
1.0
|
|
|
0.9
|
|
|
(11.9
|
)
|
|
—
|
|
|
(10.0
|
)
|
|
(4.3
|
)
|
|
(0.7
|
)
|
|
19.0
|
|
|
—
|
|
|
14.0
|
|
|
4.1
|
|
|
(1.5
|
)
|
|
1.1
|
|
|
—
|
|
|
3.7
|
|
|||||||||||||||
Cash and equivalents at beginning of period
|
0.1
|
|
|
4.9
|
|
|
61.0
|
|
|
—
|
|
|
66.0
|
|
|
4.4
|
|
|
5.6
|
|
|
42.0
|
|
|
—
|
|
|
52.0
|
|
|
0.3
|
|
|
7.1
|
|
|
40.9
|
|
|
—
|
|
|
48.3
|
|
|||||||||||||||
Cash and equivalents at end of period
|
$
|
1.1
|
|
|
$
|
5.8
|
|
|
$
|
49.1
|
|
|
$
|
—
|
|
|
$
|
56.0
|
|
|
$
|
0.1
|
|
|
$
|
4.9
|
|
|
$
|
61.0
|
|
|
$
|
—
|
|
|
$
|
66.0
|
|
|
$
|
4.4
|
|
|
$
|
5.6
|
|
|
$
|
42.0
|
|
|
$
|
—
|
|
|
$
|
52.0
|
|
|
Year Ended September 30,
|
||||||||||||||||||||||
|
2018
|
|
2017
|
||||||||||||||||||||
|
Cost of goods sold
|
|
Operating expenses
|
|
Total
|
|
Cost of goods sold
|
|
Operating expenses
|
|
Total
|
||||||||||||
Process Equipment Group
|
$
|
0.3
|
|
|
$
|
0.4
|
|
|
$
|
0.7
|
|
|
$
|
0.5
|
|
|
$
|
1.4
|
|
|
$
|
1.9
|
|
Batesville
|
0.5
|
|
|
0.5
|
|
|
1.0
|
|
|
5.5
|
|
|
—
|
|
|
5.5
|
|
||||||
Corporate
|
—
|
|
|
0.4
|
|
|
0.4
|
|
|
—
|
|
|
2.1
|
|
|
2.1
|
|
||||||
Total
|
$
|
0.8
|
|
|
$
|
1.3
|
|
|
$
|
2.1
|
|
|
$
|
6.0
|
|
|
$
|
3.5
|
|
|
$
|
9.5
|
|
|
|
|
|
Additions
|
|
|
|
|
||||||||||||
(in millions)
|
|
Balance at
Beginning
of Period
|
|
Charged to Revenue,
Costs, and
Expense
|
|
Charged to
Other
Accounts
|
|
Deductions
Net of
Recoveries (a)
|
|
Balance
at End
of Period
|
||||||||||
Allowance for doubtful accounts, early pay discounts, and sales returns:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended September 30, 2018
|
|
$
|
21.6
|
|
|
$
|
3.5
|
|
|
$
|
(0.1
|
)
|
|
$
|
(2.8
|
)
|
|
$
|
22.2
|
|
Year ended September 30, 2017
|
|
$
|
21.0
|
|
|
$
|
2.5
|
|
|
$
|
0.1
|
|
|
$
|
(2.0
|
)
|
|
$
|
21.6
|
|
Year ended September 30, 2016
|
|
$
|
20.0
|
|
|
$
|
3.7
|
|
|
$
|
0.4
|
|
|
$
|
(3.1
|
)
|
|
$
|
21.0
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for inventory valuation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended September 30, 2018
|
|
$
|
19.0
|
|
|
$
|
2.2
|
|
|
$
|
(0.4
|
)
|
|
$
|
(2.6
|
)
|
|
$
|
18.2
|
|
Year ended September 30, 2017
|
|
$
|
18.0
|
|
|
$
|
2.4
|
|
|
$
|
0.8
|
|
|
$
|
(2.2
|
)
|
|
$
|
19.0
|
|
Year ended September 30, 2016
|
|
$
|
14.8
|
|
|
$
|
4.3
|
|
|
$
|
0.6
|
|
|
$
|
(1.7
|
)
|
|
$
|
18.0
|
|
|
•
|
should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
|
•
|
may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
|
•
|
may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
|
•
|
were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
|
|
|
|
Restated and Amended Articles of Incorporation of Hillenbrand, Inc., effective March 31, 2008 (Incorporated by reference to Exhibit 3.1 to Quarterly Report on Form 10-Q filed August 12, 2008)
|
|
|
|
|
Articles of Correction of the Restated and Amended Articles of Incorporation of Hillenbrand, Inc., effective March 31, 2008 (Incorporated by reference to Exhibit 3.2 to Quarterly Report on Form 10-Q filed August 12, 2008)
|
|
|
|
|
Articles of Amendment of the Restated and Amended Articles of Incorporation of Hillenbrand, Inc., effective February 27, 2015 (Incorporated by reference to Exhibit 3.3 to Quarterly Report on Form 10-Q filed May 11, 2015)
|
|
|
|
|
Amended and Restated Code of By-laws of Hillenbrand, Inc. (Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed August 31, 2017)
|
|
|
|
|
Form of Indenture between Hillenbrand, Inc. and U.S. Bank National Association as trustee, dated July 09, 2010 (Incorporated by reference to Exhibit 4.11 to Form S-3 filed July 6, 2010)
|
|
|
|
|
Form of Hillenbrand, Inc. 5.5% fixed rate 10 year global note (Incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed July 9, 2010)
|
|
|
|
|
Supplemental Indenture dated as of January 10, 2013, by and among Hillenbrand, Inc., Batesville Casket Company, Inc., Batesville Manufacturing, Inc., Batesville Services, Inc., Coperion Corporation, K-Tron Investment Co., TerraSource Global Corporation, Process Equipment Group, Inc., Rotex Global, LLC, and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed on January 11, 2013)
|
|
|
**
|
|
Form of Indemnity Agreement between Hillenbrand, Inc. and certain executive officers, including named executive officers (Incorporated by reference to Exhibit 10.10 to Current Report on Form 8-K filed April 1, 2008)
|
|
|
**
|
|
Form of Indemnity Agreement between Hillenbrand, Inc. and its non-employee directors (Incorporated by reference to Exhibit 10.11 to Registration Statement on Form 10)
|
|
|
**
|
|
Hillenbrand, Inc. Board of Directors’ Deferred Compensation Plan (Incorporated by reference to Exhibit 10.13 to Quarterly Report on Form 10-Q filed May 14, 2008)
|
|
|
**
|
|
Hillenbrand, Inc. Executive Deferred Compensation Program (Incorporated by reference to Exhibit 10.16 to Registration Statement on Form 10)
|
|
|
**
|
|
Hillenbrand, Inc. Supplemental Executive Retirement Plan (As Amended and Restated July 1, 2010) (Incorporated by reference as Exhibit 10.31 to Annual Report on Form 10-K filed November 23, 2010)
|
|
|
**
|
|
Hillenbrand, Inc. Supplemental Retirement Plan effective as of July 1, 2010 (Incorporated by reference to Exhibit 10.32 to Annual Report on Form 10-K filed November 23, 2010)
|
|
|
* **
|
|
Employment Agreement dated as of October 1, 2018, between Hillenbrand, Inc. and Kimberly K. Ryan
|
|
|
|
|
Credit Agreement dated as of July 27, 2012 among Hillenbrand, Inc., the subsidiary borrowers named therein, the lenders named therein, and JPMorgan Chase Bank, N.A., as administrative agent for the lenders (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed July 30, 2012)
|
|
|
|
|
Amendment and Restatement Agreement dated as of November 19, 2012, among Hillenbrand, Inc., the subsidiary borrowers named therein, the lenders named therein, and JPMorgan Chase Bank, N.A., as administrative agent for the lenders (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on November 21, 2012)
|
|
|
|
|
Guarantee Facility Agreement dated as of December 3, 2012, by and between Coperion GmbH and Commerzbank Aktiengesellschaft (Incorporated by reference to Exhibit 10.4 to Quarterly Report on Form 10-Q filed February 4, 2013)
|
|
|
|
Guaranty dated as of December 3, 2012, by Hillenbrand, Inc. in favor of Commerzbank Aktiengesellschaft (Incorporated by reference to Exhibit 10.5 to Quarterly Report on Form 10-Q filed February 4, 2013)
|
|
|
|
|
Private Shelf Agreement dated as of December 6, 2012, by and between Hillenbrand, Inc. and Prudential Investment Management, Inc. (Incorporated by reference to Exhibit 10.6 to Quarterly Report on Form 10-Q filed February 4, 2013)
|
|
|
**
|
|
Form of Hillenbrand, Inc. Stock Incentive Plan Performance Based Unit Award Agreement by and between Hillenbrand, Inc. and certain employees including executive officers (Incorporated by reference to Exhibit 10.7 to Quarterly Report on Form 10-Q filed February 4, 2013)
|
|
|
|
|
Annex to Guaranty dated as of January 10, 2013, by Coperion Corporation in favor of JPMorgan Chase Bank, N.A., as administrative agent, and various other agents and lenders named therein (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on November 21, 2012)
|
|
|
**
|
|
Employment Agreement dated as of April 26, 2013, by and between Hillenbrand, Inc. and Joe A. Raver (Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q filed August 5, 2013)
|
|
|
**
|
|
Amendment Agreement dated as of April 26, 2013, by and between Hillenbrand, Inc. and Joe A. Raver (Incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q filed August 5, 2013)
|
|
|
|
|
Syndicated L/G Facility Agreement dated as of June 3, 2013, by and among Hillenbrand, Inc., and certain of its subsidiaries, and Commerzbank Aktiengesellschaft, as arranger and lender, and various other lenders named therein (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on June 4, 2013)
|
|
|
**
|
|
Form of Hillenbrand, Inc. Stock Incentive Plan Performance Based Unit Award Agreement - Relative Total Shareholder Value, by and between Hillenbrand, Inc. and certain employees including executive officers (Incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q filed February 4, 2014)
|
|
|
* **
|
|
Form of Change in Control Agreement between Hillenbrand, Inc. and certain of its executive officers, including its named executive officers.
|
|
|
**
|
|
Hillenbrand, Inc. Stock Incentive Plan (Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed February 27, 2014)
|
|
|
**
|
|
Hillenbrand, Inc. Short-Term Incentive Compensation Plan for Key Executives (Incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed February 27, 2014)
|
|
|
**
|
|
Employment Agreement dated as of June 18, 2014, by and between Hillenbrand, Inc. and Kristina Cerniglia (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed August 27, 2014)
|
|
|
**
|
|
Cash Award and Repayment Agreement dated as of August 7, 2014, between Hillenbrand, Inc. and Kristina Cerniglia (Incorporated by reference to Exhibit 10.46 to Annual Report on Form 10-K filed on November 19, 2014)
|
|
|
**
|
|
Restricted Stock Unit Award Agreement dated as of August 7, 2014, between Hillenbrand, Inc. and Kristina Cerniglia (Incorporated by reference to Exhibit 10.47 to Annual Report on Form 10-K filed on November 19, 2014)
|
|
|
|
|
Amendment No. 1 to Private Shelf Agreement, dated December 15, 2014, by and among Hillenbrand, Inc., Prudential Investment Management, Inc. and each Prudential Affiliate (as therein defined) that has become or becomes bound thereby (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K, filed on December 19, 2014)
|
|
|
|
|
Amendment No. 2 to Private Shelf Agreement, dated December 19, 2014, by and among Hillenbrand, Inc., Prudential Investment Management, Inc. and each Prudential Affiliate (as therein defined) that has become or becomes bound thereby (Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on December 19, 2014)
|
|
|
|
|
Amendment No. 2 to Amended and Restated Credit Agreement, dated December 19, 2014, by and among Hillenbrand, Inc., the subsidiary borrowers named therein, the subsidiary guarantors named therein, the lenders named therein and JPMorgan Chase Bank, N.A., as administrative agent (Incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed on December 19, 2014)
|
|
|
|
|
Amendment Agreement, dated as of February 18, 2015, among Hillenbrand, Inc. and certain of its subsidiaries named therein, Commerzbank Aktiengesellschaft and various other lenders named therein, and Commerzbank International S.A., acting as agent (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed February 20, 2015)
|
|
|
|
Amendment No. 3 to Private Shelf Agreement, dated March 24, 2016, by and among Hillenbrand, Inc., Prudential Investment Management, Inc. and each Prudential Affiliate (as therein defined) that has become or becomes bound thereby (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed March 30, 2016)
|
|
|
|
|
Second Amended and Restated Credit Agreement, dated as of December 8, 2017, among Hillenbrand, Inc., the subsidiary borrowers and subsidiary guarantors named therein, the lenders named therein, and JPMorgan Chase Bank, N.A., as administrative agent for the lenders (Incorporated by reference as Exhibit 10.1 to Current Report on for 8-K filed December 12, 2017)
|
|
|
|
|
Amendment No. 4 to the Private Shelf Agreement, dated as of December 8, 2017, by and among Hillenbrand, Inc., PGIM, Inc. (f/k/a Prudential Investment Management, Inc.), the subsidiary guarantors named therein, and the additional parties thereto (Incorporated by reference as Exhibit 10.2 to Current Report on for 8-K filed December 12, 2017)
|
|
|
|
|
Syndicated L/G Facility Agreement, dated as of March 8, 2018, among Hillenbrand, Inc. and certain of its subsidiaries named therein, Commerzbank Aktiengesellschaft and various other lenders named therein, and Commerzbank Finance & Covered Bond S.A., acting as agent (Incorporated by reference as Exhibit 10.1 to Current Report on Form 8-K filed March 9, 2018)
|
|
|
* **
|
|
Employment Agreement dated as of June 18, 2018, by and between Hillenbrand, Inc. and J. Michael Whitted
|
|
|
* **
|
|
Employment Agreement dated as of September 7, 2015, by and between Batesville Services, Inc. and Christopher Trainor
|
|
|
*
|
|
Subsidiaries of Hillenbrand, Inc.
|
|
|
*
|
|
Consent of Independent Registered Public Accounting Firm
|
|
|
*
|
|
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
*
|
|
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
*
|
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
*
|
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
Exhibit 101
|
|
|
|
The following materials from the Hillenbrand, Inc. Annual Report on Form 10-K for the year ended September 30, 2018, formatted in XBRL (eXtensible Business Reporting Language); (i) Consolidated Statement of Income for the years ended September 30, 2018, 2017 and 2016, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheet for the years ended September 30, 2018 and 2017, (iv) Consolidated Statement of Cash Flows for the years ended September 30, 2018, 2017 and 2016, (v) Consolidated Statement of Shareholders’ Equity and Comprehensive Income for the years ended September 30, 2018, 2017 and 2016, and (vi) the Notes to Consolidated Financial Statements, tagged as blocks of text.
|
|
*
|
Filed herewith.
|
**
|
Management contracts or compensatory plans or arrangements required to be filed as exhibits to this form pursuant to Item 15(a)(3) of this Form 10-K.
|
|
HILLENBRAND, INC.
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By:
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/s/ Joe A. Raver
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Joe A. Raver
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President and Chief Executive Officer
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November 13, 2018
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Signatures
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Title
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Date
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/s/F. Joseph Loughrey
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Chairperson of the Board
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November 13, 2018
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F. Joseph Loughrey
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/s/Joe A. Raver
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President, Chief Executive Officer, and Director
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November 13, 2018
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Joe A. Raver
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(Principal Executive Officer)
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/s/Kristina A. Cerniglia
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Senior Vice President and Chief Financial Officer
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November 13, 2018
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Kristina A. Cerniglia
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(Principal Financial Officer)
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/s/Timothy C. Ryan
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Vice President, Controller, and Chief Accounting
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November 13, 2018
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Timothy C. Ryan
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Officer (Principal Accounting Officer)
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/s/Edward B. Cloues II
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Director
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November 13, 2018
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Edward B. Cloues II
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/s/Gary L. Collar
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Director
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November 13, 2018
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Gary L. Collar
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/s/Helen W. Cornell
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Director
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November 13, 2018
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Helen W. Cornell
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/s/Mark C. Deluzio
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Director
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November 13, 2018
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Mark C. Deluzio
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/s/Joy M. Greenway
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Director
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November 13, 2018
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Joy M. Greenway
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/s/Daniel C. Hillenbrand
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Director
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November 13, 2018
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Daniel C. Hillenbrand
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/s/Thomas H. Johnson
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Director
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November 13, 2018
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Thomas H. Johnson
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/s/Eduardo R. Menascé
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Director
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November 13, 2018
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Eduardo R. Menascé
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/s/Neil S. Novich
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Director
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November 13, 2018
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Neil S. Novich
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/s/Stuart A. Taylor II
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Director
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November 13, 2018
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Stuart A. Taylor II
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1.
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Employment
. The Company will continue to employ Executive on an at-will employment basis commencing on the Effective Date. Executive accepts employment by the Company on that basis.
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2.
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Position and Duties
. Executive’s position and title will initially be as the Company’s Senior Vice President and President of Coperion GmbH. Executive agrees to perform all duties and accept all responsibilities incidental to that position (or any other position in which Executive may be employed) or as may be assigned to Executive. Executive’s position and duties may include being employed by, serving as an officer or director of, and providing services to or for, one or more of the Company’s affiliated companies, as directed by the Company. Executive is instructed by the Company, and agrees, not to perform any duties or engage in any activities that would conflict with any potential post-employment obligations to any prior employers.
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3.
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Efforts and Loyalty
. During the term of Executive’s employment under this Agreement, Executive agrees to use Executive’s reasonable best efforts in the conduct of the Company’s business endeavors entrusted to Executive and agrees to devote substantially all of Executive’s working time and efforts, attention and energy to the discharge of the duties and responsibilities of Executive to and for the Company. Executive agrees not to engage in any other activities that interfere with Executive’s performance under this Agreement and agrees not to work in any capacity for any other business or enterprise without first obtaining the Company’s written consent thereto.
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4.
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Compensation
. Commencing on the Effective Date, for all services rendered by Executive to or for the Company or its affiliated companies, Executive shall be paid as follows:
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(a)
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A base salary at an initial annual rate of $489,249.81, less withholdings and deductions;
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(b)
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Incentive compensation, payable solely at the discretion of the Company (and subject to repayment in full or in part in the event of a restatement of the Company’s financial statements in accordance with any applicable policy, law or agreement); and
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(c)
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Such additional compensation, benefits and perquisites as the Company may from time to time deem appropriate.
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5.
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Changes to Compensation
. Subject to Section 10 below, the Company reserves the right to, and Executive agrees that the Company may, make changes to Executive’s compensation from time to
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6.
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Restrictions; Defense and Indemnification
. Executive represents and warrants to the Company that Executive is not a party to or bound by any noncompetition or other agreement, with any former employer or otherwise, that limits or restricts in any manner Executive’s right, as an employee or in any other capacity, to be employed by or provide advice or services to, any person or entity. Executive further represents and warrants that Executive does not have or possess any non-public, confidential information of or relating to any business or enterprise (other than the Company or its affiliated companies). Executive agrees to defend and indemnify the Company from and against any loss or expense suffered or incurred by the Company or any of its affiliated companies as a result of an inaccuracy or breach of any of Executive’s representations, warranties or agreements made in this Section 6, or any breach by Executive of any post-employment obligations to any prior employer.
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7.
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Termination Without Cause
. The Company may terminate the employment relationship between Executive and the Company at any time, without Cause for doing so, upon written notice of termination given to Executive, effective as of a date specified by the Company that is on or after the date of such notice. In such event, Executive shall be entitled to all compensation, benefits, and perquisites paid or accrued as of the date of termination and shall also be entitled to receive severance compensation and benefits in accordance with the provisions of Section 12.
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8.
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Termination With Cause
. Executive’s employment may be terminated by the Company at any time with “Cause” for doing so upon written notice of termination to Executive specifying the date of termination and the factual circumstances constituting “Cause” for such termination. For purposes of this Agreement, the Company will have “Cause” to terminate Executive’s employment if Executive has:
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(a)
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Acted with gross neglect or willful misconduct in the discharge of Executive’s duties and responsibilities or refused to follow or comply with the lawful direction of the Company or the terms and conditions of this Agreement, provided such refusal is not based primarily on Executive’s good faith compliance with applicable legal or ethical standards; or
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(b)
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Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at the felony level), unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Company’s reasonable opinion, to cause the Company, its officers or its directors embarrassment or ridicule; or
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(c)
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Violated a material requirement of any Company policy or procedure, or policy or procedure of an affiliated company that applies to Executive; or
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(d)
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Disclosed without proper authorization any trade secrets or other confidential information of the Company or any of its affiliated companies; or
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(e)
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Engaged in any act that, in the reasonable opinion of the Company, is contrary to its best interests or would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Executive acts in good faith in compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for Cause.
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9.
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Termination Without Good Reason
. Executive may terminate the employment relationship between Executive and the Company at any time, without Good Reason for doing so, upon sixty (60) days’ advance written notice of such termination given to the Company. In such event, Executive shall only be entitled to such compensation, benefits and perquisites that have been paid or accrued as of the effective date of termination.
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10.
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Termination With Good Reason
. Executive may terminate the employment relationship between Executive and the Company with “Good Reason” for doing so by following the process provided below in this Section. For such purpose, “Good Reason” means:
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(a)
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A material reduction in Executive’s then-current base annual salary, except to the extent that such reduction is accompanied by a corresponding increase in another form of compensation;
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(b)
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Failure to provide Executive the same benefits and perquisites that are provided to other peer-level officers;
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(c)
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Relocation of Executive’s principal location of work to any location that is in excess of 100 miles from the Company’s then-existing corporate headquarters;
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(d)
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A material diminution in Executive’s authority, duties or responsibilities; or
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(e)
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Any action or inaction that constitutes a material breach of this Agreement by the Company.
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11.
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Termination Due to Death or Disability
. In the event Executive dies or suffers a disability (as defined below) during the term of employment, this Agreement shall automatically be terminated on the date of such death or may be terminated on account of such disability by the Company by written notice to Executive specifying the date of termination. For purposes of this Agreement, Executive shall be considered to have suffered a “disability” upon a determination by the Company, or an admission by Executive, that Executive cannot perform the essential functions of Executive’s position as a result of physical or mental incapacity and the occurrence of one or more of the following events:
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(a)
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Executive becomes eligible for or receives any benefits pursuant to any disability insurance policy as a result of a determination under such policy that Executive is permanently disabled;
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(b)
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Executive becomes eligible for or receives any disability benefits under the Social Security Act; or
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(c)
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A good faith determination by the Company that Executive is and will likely remain unable to perform the essential functions of Executive’s duties or responsibilities hereunder on a full-time basis, with or without reasonable accommodation, as a result of any mental or physical impairment.
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12.
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Severance Compensation and Benefits
. In the event that (a) Executive’s employment is either terminated by the Company without Cause under Section 7 or by Executive for Good Reason under Section 10, and (b) Executive is not entitled to any severance or similar compensation or benefits under a “Change in Control” or similar agreement in connection with the termination of Executive’s employment relationship, and (c) Executive executes and delivers to the Company, within twenty-one (21) days (or such longer period required by law if applicable) after termination of Executive’s employment relationship, and does not revoke, a written Release (as defined below), then, except as provided below in this Section 12 and subject to the terms of this Agreement and the aforementioned Release, Executive shall be entitled to receive the following:
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(a)
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Severance compensation (“Severance Pay”) equal to twelve (12) months of Executive’s base salary (based upon Executive’s base salary at the time of termination of employment and subject to required tax or other withholdings) payable to Executive in a lump sum within thirty (30) days after the date on which Executive’s employment is terminated; provided, that notwithstanding the foregoing: (i) if the termination of Executive’s employment occurs during November or December, the commencement of Severance Pay payable to Executive shall not occur prior to January 1 of the following year, and (ii) if Executive is a “specified employee” under Section 409A of the Internal Revenue Code of 1986, as amended, or any successor law (the “Code”), then any portion of the Severance Pay that is not exempt from Section 409A, and that would otherwise be payable to Executive during the first six (6) months following the termination of Executive’s employment, shall not be paid to Executive until the ten (10) business day period immediately following the expiration of such six (6) month period.
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(b)
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If Executive timely elects in the proper form, pursuant to the Consolidated Budget Reconciliation Act (“COBRA”), to continue health care coverage for Executive and/or Executive’s dependents under the health plan in which Executive had coverage at the time of the termination of Executive’s employment, and if Executive continues paying the premiums for such COBRA coverage (subject to any COBRA premium subsidy Executive is eligible for under the American Recovery and Reinvestment Act of 2009 or similar law), then the Company will reimburse to Executive monthly (as taxable income to Executive) an amount that is not less than the dollar amount of health care premiums that the Company and its affiliated companies were paying on behalf of Executive and/or Executive’s dependents immediately prior to the termination of Executive’s employment, such premium reimbursements to continue until the earlier of (i) the date that is twelve (12) months after Executive’s employment is terminated, or (ii) the date as of which Executive ceases to carry COBRA continuation health care coverage following Executive’s termination of employment.
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(c)
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Limited out-placement counseling with a company of the Company’s choice, provided that Executive commences participation in such counseling immediately following termination of employment, for a period of up to twelve (12) months following the termination of Executive’s employment.
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13.
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Confidential Information; Company Property
. Executive acknowledges that, by reason of Executive’s employment by the Company and/or any of its affiliated companies, Executive has had and/or will have access to confidential information of the Company and its affiliated companies, including, without limitation, information and knowledge pertaining to business strategies, financial performance, products, inventions, discoveries, improvements, innovations, designs, ideas, trade secrets, proprietary information, manufacturing, packaging, advertising, distribution and sales methods, customer and client lists, and relationships among and between the Company and its affiliated companies and their respective dealers, distributors, sales representatives, wholesalers, customers, clients, suppliers and others who have business dealings with them (“Confidential Information”). Executive also acknowledges that such Confidential Information is a valuable and unique asset of the Company and its affiliated companies. Executive promises that, both during and at all times after the period during which Executive is employed by the Company or any of its affiliated companies, Executive will not disclose any such Confidential Information to any person or entity or use any such Confidential Information for the benefit of Executive or any other person or entity, except (a) as Executive’s duties as an employee of the Company so require, (b) with the prior written authorization of the Company, or (c) as may be authorized by law. In this regard, and in order to comply with Executive’s obligations regarding the non-use and non-disclosure of Confidential Information, Executive promises that Executive will not provide advice or services to any person or entity, in any capacity whatsoever, if the Confidential Information possessed by Executive would be useful or of benefit to such person or entity in competing against the Company or any of its affiliated entities or otherwise. The provisions in this Section and this Agreement regarding “Confidential Information” are intended to be supplemental and in addition to, and are not intended to be in lieu or in any way a limitation of, the protections afforded by, and remedies for misuse or misappropriation available under, applicable law regarding the trade secrets of the Company and its affiliated companies.
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14.
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Non-Competition
. Executive promises that, during the period that Executive is employed by the Company or any of its affiliated companies and for twelve (12) months thereafter, Executive will not, unless acting as an employee of the Company or any of its affiliated companies or with the prior written consent of the Company, directly or indirectly, own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing or control of, or be connected in a competitive capacity as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with, or use or permit Executive’s name to be used in connection with, any business or enterprise that (a) is engaged in the business of designing, engineering, manufacturing, marketing, selling or distributing any products or services that compete with, or are a functional equivalent of or alternative for, any of the products or services designed, engineered, manufactured, marketed, sold or distributed by the Company or any of its affiliated companies within the year prior to the termination of Executive’s employment or that the Company or any of its affiliated companies are about to so do at the time of such termination of employment (the “Competing Products”), and (b) is engaged in any such activities within any state of the United States or the District of Columbia or any other country in which the Company or any of its affiliated companies engages in or is about to engage in any of such activities.
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15.
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No Solicitation
. Executive promises that, during the period that Executive is employed by the Company or any of its affiliated companies and for twelve (12) months thereafter, Executive will not, unless acting as an employee of the Company or any of its affiliated companies or with the prior written consent of the Company, (i) call on or solicit, either directly or indirectly, for any purposes involving the designing, engineering, manufacturing, marketing, selling, purchasing or distributing of any Competing Products, any person, firm, corporation or other entity who or which is or had been, at the time of or within two years prior to the termination of Executive’s employment by the Company, a customer of the Company or any of its affiliated companies, or (ii) knowingly solicit for employment, or otherwise for the providing of advice or services, any person who is an employee of the Company or any of its affiliated companies or who was such an employee within six (6) months prior to Executive’s termination of employment.
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16.
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Addition to Restricted Period
. In the event Executive breaches any of Executive’s obligations under Sections 14 or 15, then the period of time during which such provision is to remain in effect following the termination of Executive’s employment shall be increased by the same amount of time that Executive was in breach thereof.
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17.
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Survival of Restrictive Covenants
. The obligations of Executive under Sections 13, 14 and 15 shall survive the termination of this Agreement and the termination of Executive’s employment for any reason, including without limitation a termination of such employment by the Company without Cause or a termination by Executive for Good Reason. A breach by the Company of any contractual, statutory or other obligation to Executive shall not excuse compliance with or terminate Executive’s
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18.
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Enforcement/Injunctive Relief
. Executive and the Company stipulate and agree that it would be difficult to measure any damages to the Company or any of its affiliated companies resulting from a breach of any of the provisions of Sections 13, 14 or 15, but that the potential for damages in such event would be great, incalculable and irremediable, and that monetary damages alone would be an inadequate remedy. Accordingly, Executive agrees that the Company shall be entitled to immediate injunctive relief against such breach, or threatened breach, in any court having jurisdiction, and Executive waives the right in any proceeding to enforce this Agreement by the Company or any of its affiliated companies to assert as a matter of defense or otherwise that the Company or any of its affiliated companies has an adequate remedy at law or has not been or will not be irreparably harmed by a breach or threatened breach by Executive of any of such provisions. The remedies described above shall not be the exclusive remedies, and the Company may seek any other remedy available to it either in law or in equity, including, by way of example only, statutory remedies for misappropriation of trade secrets, and including the recovery of compensatory or punitive damages. The prevailing Party, in addition to any other award in its favor, shall be entitled to recover its attorneys’ fees and other costs of litigation from the non-prevailing Party in any action brought to enforce the provisions of Sections 13, 14 or 15.
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19.
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Reasonableness and Judicial Modification of Restrictions
. Executive acknowledges and agrees that the terms of the restrictions on Executive in Sections 13, 14 and 15 are fair and reasonable, are not unreasonably broad in scope, are reasonably necessary to protect the property and other interests of the Company and the affiliated companies, and will not prevent Executive from obtaining other suitable employment in the event Executive’s employment with the Company terminates. Nevertheless, if the scope of any provision contained in Sections 13, 14 or 15 is deemed by any court having jurisdiction to be too broad to permit enforcement of such provision to its fullest extent, then such provision shall nevertheless be enforced to the maximum extent permitted by applicable law, and the Company and Executive each hereby request any such court to judicially modify any such provision accordingly, and each consent to such judicial modification, in any proceeding brought to enforce such provision.
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20.
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Company Modification of Restrictions
. The Company may at any time and from time to time during or after the term of Executive’s employment by the Company, on its own initiative and without the necessity of obtaining any consent from or agreement of Executive with respect thereto, modify any of the provisions of Sections 13, 14 or 15 that restrict Executive’s actions or rights in whatever manner the Company chooses if such modification makes the provision in question less restrictive or burdensome as to Executive’s actions or rights than it was prior to modification. Any such modification will be effective immediately upon the Company’s giving written notice to Executive thereof (including the precise wording changes made).
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21.
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Publicly Traded Stock
. The provisions of Section 14 shall not prohibit Executive from owning not more than one percent (1%) of the outstanding stock or other corporate security of a company that is traded or quoted on a national securities exchange or national market system.
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22.
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Waiver of Jury Trials
. Notwithstanding any right to a jury trial for any claims, Executive and the Company each waive any such right to a jury trial, and agree that any claim of any type in connection with Executive’s employment by the Company or any of its affiliated companies (including but not limited to employment discrimination litigation, wage litigation, defamation, or any other claim) filed in any court will be tried, if at all, without a jury.
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23.
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Choice of Forum; Consent to Jurisdiction
. Any claim or action brought by Executive against the Company or any of its affiliated companies that arises under or relates to this Agreement or is in any way in connection with the employment of Executive by the Company or any of its affiliated
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24.
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Choice of Law
. This Agreement shall be deemed to have been made in the State of Indiana, and shall be interpreted, construed and enforced in accordance with the laws of that State without regard to the choice of law provisions thereof.
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25.
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Severability
. The Parties agree that each and every paragraph, sentence, clause, term and provision of this Agreement is severable and that, in the event any portion of this Agreement is adjudged to be invalid or unenforceable, the remaining portions thereof shall remain in effect and be enforced to the fullest extent permitted by law.
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26.
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Assignment
. The rights and obligations of the Company under this Agreement shall inure to its benefit, as well as the benefit of its successor and affiliated companies, and shall be binding upon the successors and assigns of the Company. This Agreement, being personal to Executive, cannot be assigned by Executive, but Executive’s personal representative shall be bound by all its terms and conditions.
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27.
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Notices
. Except as otherwise specifically provided or permitted elsewhere in this Agreement, any notice required or permitted to be given hereunder shall be sufficient and deemed to have been given if in writing and either hand delivered (in person or by a recognized courier or delivery service) or mailed by certified or registered U.S. Mail, return receipt requested, addressed to Executive at the last known residence address of Executive on the Company’s records or to the Company at its principal office address with an additional copy mailed by regular mail to the Office of the General Counsel of Hillenbrand, Inc., One Batesville Boulevard, Batesville, Indiana 47006. This Section is not intended to modify any requirement elsewhere in this Agreement that a notice must be received by a Party (“giving” notice is not the equivalent of “receipt” of notice when receipt is expressly required or specified).
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28.
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Amendments and Waivers
. Except as specifically provided herein, any modification, amendment, extension or waiver of this Agreement or any provision hereof must be in writing and must be signed by both Parties or, in the case of a waiver, signed by the Party charged with making such waiver. The waiver by the Company or Executive of a breach of any provision of this Agreement shall not be construed as a waiver of any subsequent breach.
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29.
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Employee Manuals, Policies, Etc
. Notwithstanding anything in this Agreement to the contrary, the Company and its affiliated companies shall have the right from time to time to adopt, modify or amend and maintain in full force and effect any employee manuals, policies or procedures applicable to employees generally (including Executive) and any such adoption, modification or amendment shall be in force and effect without it being considered an amendment or modification of this Agreement.
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30.
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Enforcement by Affiliated Companies
. The affiliated companies of the Company are intended to be third party beneficiaries with respect to the provisions of Sections 13-28, both inclusive, to the extent relevant to them, and such Sections shall extend to and may be enforced by any of such affiliated companies in their own names or by the Company on their behalf.
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31.
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Integration
. This Agreement supersedes and replaces any prior employment agreement or similar oral or written agreements or understandings between Executive and the Company or any of its affiliated companies in respect of the matters addressed hereby, including but not limited to the Prior Agreement, which shall no longer be in effect.
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(i)
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immediate vesting of all outstanding awards of Bonus Stock;
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(ii)
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immediate vesting of all outstanding Stock Options;
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(iii)
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immediate vesting of all outstanding awards of Restricted Stock;
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(iv)
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immediate vesting of all outstanding awards of Restricted Stock Units (also known as Deferred Stock) which would be payable to Executive if the relevant performance targets, where applicable, were achieved at 100% of target; and
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(v)
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immediate vesting of all Stock Appreciation Rights;
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(i)
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the date that any person, corporation, partnership, syndicate, trust, estate or other group acting with a view to the acquisition, holding or disposition of securities of the Company, becomes, directly or indirectly, the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of securities of the Company representing 35% or more of the voting
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(ii)
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the consummation of a merger or consolidation of the Company with another corporation unless
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(iii)
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the date on which individuals who at the beginning of the 24-month period ending on such date constituted the entire Board (“Current Directors”) shall cease for any reason to constitute a majority of the Board, unless the nomination or election of each new director was approved by a majority vote of the Current Directors;
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(iv)
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the consummation of a sale or other disposition of all or substantially all of the assets of the Company; or
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(v)
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the date of approval by the shareholders of the Company of a plan of complete liquidation of the Company.
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HILLENBRAND, INC.
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By:
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Name:
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Title:
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EXECUTIVE
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1.
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Employment
. The Company will employ Executive on an at-will employment basis commencing on the Effective Date. Executive accepts employment by the Company on that basis.
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2.
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Position and Duties
. Executive’s position and title will initially be as the Senior Vice President, Strategy and Corporate Development of the Company. Executive agrees to perform all duties and accept all responsibilities incidental to that position (or any other position in which Executive may be employed) or as may be assigned to Executive. Executive’s position and duties may include being employed by, serving as an officer or director of, and providing services to or for, one or more of the Company’s affiliated companies, as directed by the Company. Executive is instructed by the Company, and agrees, not to perform any duties or engage in any activities that would conflict with any potential post-employment obligations to any prior employers.
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3.
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Efforts and Loyalty
. During the term of Executive’s employment under this Agreement, Executive agrees to use Executive’s reasonable best efforts in the conduct of the Company’s business endeavors entrusted to Executive and agrees to devote substantially all of Executive’s working time and efforts, attention and energy to the discharge of the duties and responsibilities of Executive to and for the Company. Executive agrees not to engage in any other activities that interfere with Executive’s performance under this Agreement and agrees not to work in any capacity for any other business or enterprise without first obtaining the Company’s written consent thereto.
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4.
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Compensation
. Commencing on the Effective Date, for all services rendered by Executive to or for the Company or its affiliated companies, Executive shall be paid as follows:
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(a)
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A base salary at an initial annual rate of $425,000, less withholdings and deductions;
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(b)
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Incentive compensation, payable solely at the discretion of the Company (and subject to repayment in full or in part in the event of a restatement of the Company’s financial statements in accordance with any applicable policy, law or agreement);
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(c)
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The other compensation and benefits described in the attached summary, subject, however, to the terms of this Agreement; and
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(d)
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Such additional compensation, benefits and perquisites as the Company may from time to time deem appropriate.
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5.
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Changes to Compensation
. Subject to Section 10 below, the Company reserves the right to, and Executive agrees that the Company may, make changes to Executive’s compensation from time to
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6.
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Restrictions; Defense and Indemnification
. Executive represents and warrants to the Company that Executive is not a party to or bound by any noncompetition or other agreement, with any former employer or otherwise, that limits or restricts in any manner Executive’s right, as an employee or in any other capacity, to be employed by or provide advice or services to, any person or entity. Executive further represents and warrants that Executive does not have or possess any non-public, confidential information of or relating to any business or enterprise (other than the Company or its affiliated companies). Executive agrees to defend and indemnify the Company from and against any loss or expense suffered or incurred by the Company or any of its affiliated companies as a result of an inaccuracy or breach of any of Executive’s representations, warranties or agreements made in this Section 6, or any breach by Executive of any post-employment obligations to any prior employer.
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7.
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Termination Without Cause
. The Company may terminate the employment relationship between Executive and the Company at any time, without Cause for doing so, upon written notice of termination given to Executive, effective as of a date specified by the Company that is on or after the date of such notice. In such event, Executive shall be entitled to all compensation, benefits, and perquisites paid or accrued as of the date of termination and shall also be entitled to receive severance compensation and benefits in accordance with the provisions of Section 12.
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8.
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Termination With Cause
. Executive’s employment may be terminated by the Company at any time with “Cause” for doing so upon written notice of termination to Executive specifying the date of termination and the factual circumstances constituting “Cause” for such termination. For purposes of this Agreement, the Company will have “Cause” to terminate Executive’s employment if Executive has:
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(a)
|
Acted with gross neglect or willful misconduct in the discharge of Executive’s duties and responsibilities or refused to follow or comply with the lawful direction of the Company or the terms and conditions of this Agreement, provided such refusal is not based primarily on Executive’s good faith compliance with applicable legal or ethical standards; or
|
(b)
|
Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at the felony level), unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Company’s reasonable opinion, to cause the Company, its officers or its directors embarrassment or ridicule; or
|
(c)
|
Violated a material requirement of any Company policy or procedure, or policy or procedure of an affiliated company that applies to Executive; or
|
(d)
|
Disclosed without proper authorization any trade secrets or other confidential information of the Company or any of its affiliated companies; or
|
(e)
|
Engaged in any act that, in the reasonable opinion of the Company, is contrary to its best interests or would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Executive acts in good faith in compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for Cause.
|
9.
|
Termination Without Good Reason
. Executive may terminate the employment relationship between Executive and the Company at any time, without Good Reason for doing so, upon sixty (60) days’ advance written notice of such termination given to the Company. In such event, Executive shall only be entitled to such compensation, benefits and perquisites that have been paid or accrued as of the effective date of termination.
|
10.
|
Termination With Good Reason
. Executive may terminate the employment relationship between Executive and the Company with “Good Reason” for doing so by following the process provided below in this Section. For such purpose, “Good Reason” means:
|
(a)
|
A material reduction in Executive’s then-current base annual salary, except to the extent that such reduction is accompanied by a corresponding increase in another form of compensation;
|
(b)
|
Failure to provide Executive the same benefits and perquisites that are provided to other peer-level officers;
|
(c)
|
Relocation of Executive’s principal location of work to any location that is in excess of 100 miles from the Company’s then-existing corporate headquarters;
|
(d)
|
A material diminution in Executive’s authority, duties or responsibilities; or
|
(e)
|
Any action or inaction that constitutes a material breach of this Agreement by the Company.
|
11.
|
Termination Due to Death or Disability
. In the event Executive dies or suffers a disability (as defined below) during the term of employment, this Agreement shall automatically be terminated on the date of such death or may be terminated on account of such disability by the Company by written notice to Executive specifying the date of termination. For purposes of this Agreement, Executive shall be considered to have suffered a “disability” upon a determination by the Company, or an admission by Executive, that Executive cannot perform the essential functions of Executive’s position as a result of physical or mental incapacity and the occurrence of one or more of the following events:
|
(a)
|
Executive becomes eligible for or receives any benefits pursuant to any disability insurance policy as a result of a determination under such policy that Executive is permanently disabled;
|
(b)
|
Executive becomes eligible for or receives any disability benefits under the Social Security Act; or
|
(c)
|
A good faith determination by the Company that Executive is and will likely remain unable to perform the essential functions of Executive’s duties or responsibilities hereunder on a full-time basis, with or without reasonable accommodation, as a result of any mental or physical impairment.
|
12.
|
Severance Compensation and Benefits
. In the event that (a) Executive’s employment is either terminated by the Company without Cause under Section 7 or by Executive for Good Reason under Section 10, and (b) Executive is not entitled to any severance or similar compensation or benefits under a “Change in Control” or similar agreement in connection with the termination of Executive’s employment relationship, and (c) Executive executes and delivers to the Company, within twenty-one (21) days (or such longer period required by law if applicable) after termination of Executive’s employment relationship, and does not revoke, a written Release (as defined below), then, except as provided below in this Section 12 and subject to the terms of this Agreement and the aforementioned Release, Executive shall be entitled to receive the following:
|
(a)
|
Severance compensation (“Severance Pay”) equal to twelve (12) months of Executive’s base salary (based upon Executive’s base salary at the time of termination of employment and subject to required tax or other withholdings) payable to Executive in a lump sum within thirty (30) days after the date on which Executive’s employment is terminated; provided, that notwithstanding the foregoing: (i) if the termination of Executive’s employment occurs during November or December, the commencement of Severance Pay payable to Executive shall not occur prior to January 1 of the following year, and (ii) if Executive is a “specified employee” under Section 409A of the Internal Revenue Code of 1986, as amended, or any successor law (the “Code”), then any portion of the Severance Pay that is not exempt from Section 409A, and that would otherwise be payable to Executive during the first six (6) months following the termination of Executive’s employment, shall not be paid to Executive until the ten (10) business day period immediately following the expiration of such six (6) month period.
|
(b)
|
If Executive timely elects in the proper form, pursuant to the Consolidated Budget Reconciliation Act (“COBRA”), to continue health care coverage for Executive and/or Executive’s dependents under the health plan in which Executive had coverage at the time of the termination of Executive’s employment, and if Executive continues paying the premiums for such COBRA coverage (subject to any COBRA premium subsidy Executive is eligible for under the American Recovery and Reinvestment Act of 2009 or similar law), then the Company will reimburse to Executive monthly (as taxable income to Executive) an amount that is not less than the dollar amount of health care premiums that the Company and its affiliated companies were paying on behalf of Executive and/or Executive’s dependents immediately prior to the termination of Executive’s employment, such premium reimbursements to continue until the earlier of (i) the date that is twelve (12) months after Executive’s employment is terminated, or (ii) the date as of which Executive ceases to carry COBRA continuation health care coverage following Executive’s termination of employment.
|
(c)
|
Limited out-placement counseling with a company of the Company’s choice, provided that Executive commences participation in such counseling immediately following termination of employment, for a period of up to twelve (12) months following the termination of Executive’s employment.
|
13.
|
Confidential Information; Company Property
. Executive acknowledges that, by reason of Executive’s employment by the Company and/or any of its affiliated companies, Executive has had and/or will have access to confidential information of the Company and its affiliated companies, including, without limitation, information and knowledge pertaining to business strategies, financial performance, products, inventions, discoveries, improvements, innovations, designs, ideas, trade secrets, proprietary information, manufacturing, packaging, advertising, distribution and sales methods, customer and client lists, and relationships among and between the Company and its affiliated companies and their respective dealers, distributors, sales representatives, wholesalers, customers, clients, suppliers and others who have business dealings with them (“Confidential Information”). Executive also acknowledges that such Confidential Information is a valuable and unique asset of the Company and its affiliated companies. Executive promises that, both during and at all times after the period during which Executive is employed by the Company or any of its affiliated companies, Executive will not disclose any such Confidential Information to any person or entity or use any such Confidential Information for the benefit of Executive or any other person or entity, except (a) as Executive’s duties as an employee of the Company so require, (b) with the prior written authorization of the Company, or (c) as may be authorized by law. In this regard, and in order to comply with Executive’s obligations regarding the non-use and non-disclosure of Confidential Information, Executive promises that Executive will not provide advice or services to any person or entity, in any capacity whatsoever, if the Confidential Information possessed by Executive would be useful or of benefit to such person or entity in competing against the Company or any of its affiliated entities or otherwise. The provisions in this Section and this Agreement regarding “Confidential Information” are intended to be supplemental and in addition to, and are not intended to be in lieu or in any way a limitation of, the protections afforded by, and remedies for misuse or misappropriation available under, applicable law regarding the trade secrets of the Company and its affiliated companies.
|
14.
|
Non-Competition
. Executive promises that, during the period that Executive is employed by the Company or any of its affiliated companies and for twelve (12) months thereafter, Executive will not, unless acting as an employee of the Company or any of its affiliated companies or with the prior written consent of the Company, directly or indirectly, own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing or control of, or be connected in a competitive capacity as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with, or use or permit Executive’s name to be used in connection with, any business or enterprise that (a) is engaged in the business of designing, engineering, manufacturing, marketing, selling or distributing any products or services that compete with, or are a functional equivalent of or alternative for, any of the products or services designed, engineered, manufactured, marketed, sold or distributed by the Company or any of its affiliated companies within the year prior to the termination of Executive’s employment or that the Company or any of its affiliated companies are about to so do at the time of such termination of employment (the “Competing Products”), and (b) is engaged in any such activities within any state of the United States or the District of Columbia or any other country in which the Company or any of its affiliated companies engages in or is about to engage in any of such activities.
|
15.
|
No Solicitation
. Executive promises that, during the period that Executive is employed by the Company or any of its affiliated companies and for twelve (12) months thereafter, Executive will not, unless acting as an employee of the Company or any of its affiliated companies or with the prior written consent of the Company, (i) call on or solicit, either directly or indirectly, for any purposes involving the designing, engineering, manufacturing, marketing, selling, purchasing or distributing of any Competing Products, any person, firm, corporation or other entity who or which is or had been, at the time of or within two years prior to the termination of Executive’s employment by the Company, a customer of the Company or any of its affiliated companies, or (ii) knowingly solicit for employment, or otherwise for the providing of advice or services, any person who is an employee of the Company or any of its affiliated companies or who was such an employee within six (6) months prior to Executive’s termination of employment.
|
16.
|
Addition to Restricted Period
. In the event Executive breaches any of Executive’s obligations under Sections 14 or 15, then the period of time during which such provision is to remain in effect following the termination of Executive’s employment shall be increased by the same amount of time that Executive was in breach thereof.
|
17.
|
Survival of Restrictive Covenants
. The obligations of Executive under Sections 13, 14 and 15 shall survive the termination of this Agreement and the termination of Executive’s employment for any reason, including without limitation a termination of such employment by the Company without Cause or a termination by Executive for Good Reason. A breach by the Company of any contractual, statutory or other obligation to Executive shall not excuse compliance with or terminate Executive’s
|
18.
|
Enforcement/Injunctive Relief
. Executive and the Company stipulate and agree that it would be difficult to measure any damages to the Company or any of its affiliated companies resulting from a breach of any of the provisions of Sections 13, 14 or 15, but that the potential for damages in such event would be great, incalculable and irremediable, and that monetary damages alone would be an inadequate remedy. Accordingly, Executive agrees that the Company shall be entitled to immediate injunctive relief against such breach, or threatened breach, in any court having jurisdiction, and Executive waives the right in any proceeding to enforce this Agreement by the Company or any of its affiliated companies to assert as a matter of defense or otherwise that the Company or any of its affiliated companies has an adequate remedy at law or has not been or will not be irreparably harmed by a breach or threatened breach by Executive of any of such provisions. The remedies described above shall not be the exclusive remedies, and the Company may seek any other remedy available to it either in law or in equity, including, by way of example only, statutory remedies for misappropriation of trade secrets, and including the recovery of compensatory or punitive damages. The prevailing Party, in addition to any other award in its favor, shall be entitled to recover its attorneys’ fees and other costs of litigation from the non-prevailing Party in any action brought to enforce the provisions of Sections 13, 14 or 15.
|
19.
|
Reasonableness and Judicial Modification of Restrictions
. Executive acknowledges and agrees that the terms of the restrictions on Executive in Sections 13, 14 and 15 are fair and reasonable, are not unreasonably broad in scope, are reasonably necessary to protect the property and other interests of the Company and the affiliated companies, and will not prevent Executive from obtaining other suitable employment in the event Executive’s employment with the Company terminates. Nevertheless, if the scope of any provision contained in Sections 13, 14 or 15 is deemed by any court having jurisdiction to be too broad to permit enforcement of such provision to its fullest extent, then such provision shall nevertheless be enforced to the maximum extent permitted by applicable law, and the Company and Executive each hereby request any such court to judicially modify any such provision accordingly, and each consent to such judicial modification, in any proceeding brought to enforce such provision.
|
20.
|
Company Modification of Restrictions
. The Company may at any time and from time to time during or after the term of Executive’s employment by the Company, on its own initiative and without the necessity of obtaining any consent from or agreement of Executive with respect thereto, modify any of the provisions of Sections 13, 14 or 15 that restrict Executive’s actions or rights in whatever manner the Company chooses if such modification makes the provision in question less restrictive or burdensome as to Executive’s actions or rights than it was prior to modification. Any such modification will be effective immediately upon the Company’s giving written notice to Executive thereof (including the precise wording changes made).
|
21.
|
Publicly Traded Stock
. The provisions of Section 14 shall not prohibit Executive from owning not more than one percent (1%) of the outstanding stock or other corporate security of a company that is traded or quoted on a national securities exchange or national market system.
|
22.
|
Waiver of Jury Trials
. Notwithstanding any right to a jury trial for any claims, Executive and the Company each waive any such right to a jury trial, and agree that any claim of any type in connection with Executive’s employment by the Company or any of its affiliated companies (including but not limited to employment discrimination litigation, wage litigation, defamation, or any other claim) filed in any court will be tried, if at all, without a jury.
|
23.
|
Choice of Forum; Consent to Jurisdiction
. Any claim or action brought by Executive against the Company or any of its affiliated companies that arises under or relates to this Agreement or is in any way in connection with the employment of Executive by the Company or any of its affiliated
|
24.
|
Choice of Law
. This Agreement shall be deemed to have been made in the State of Indiana, and shall be interpreted, construed and enforced in accordance with the laws of that State without regard to the choice of law provisions thereof.
|
25.
|
Severability
. The Parties agree that each and every paragraph, sentence, clause, term and provision of this Agreement is severable and that, in the event any portion of this Agreement is adjudged to be invalid or unenforceable, the remaining portions thereof shall remain in effect and be enforced to the fullest extent permitted by law.
|
26.
|
Assignment
. The rights and obligations of the Company under this Agreement shall inure to its benefit, as well as the benefit of its successor and affiliated companies, and shall be binding upon the successors and assigns of the Company. This Agreement, being personal to Executive, cannot be assigned by Executive, but Executive’s personal representative shall be bound by all its terms and conditions.
|
27.
|
Notices
. Except as otherwise specifically provided or permitted elsewhere in this Agreement, any notice required or permitted to be given hereunder shall be sufficient and deemed to have been given if in writing and either hand delivered (in person or by a recognized courier or delivery service) or mailed by certified or registered U.S. Mail, return receipt requested, addressed to Executive at the last known residence address of Executive on the Company’s records or to the Company at its principal office address with an additional copy mailed by regular mail to the Office of the General Counsel of Hillenbrand, Inc., One Batesville Boulevard, Batesville, Indiana 47006. This Section is not intended to modify any requirement elsewhere in this Agreement that a notice must be received by a Party (“giving” notice is not the equivalent of “receipt” of notice when receipt is expressly required or specified).
|
28.
|
Amendments and Waivers
. Except as specifically provided herein, any modification, amendment, extension or waiver of this Agreement or any provision hereof must be in writing and must be signed by both Parties or, in the case of a waiver, signed by the Party charged with making such waiver. The waiver by the Company or Executive of a breach of any provision of this Agreement shall not be construed as a waiver of any subsequent breach.
|
29.
|
Employee Manuals, Policies, Etc
. Notwithstanding anything in this Agreement to the contrary, the Company and its affiliated companies shall have the right from time to time to adopt, modify or amend and maintain in full force and effect any employee manuals, policies or procedures applicable to employees generally (including Executive) and any such adoption, modification or amendment shall be in force and effect without it being considered an amendment or modification of this Agreement.
|
30.
|
Enforcement by Affiliated Companies
. The affiliated companies of the Company are intended to be third party beneficiaries with respect to the provisions of Sections 13-28, both inclusive, to the extent relevant to them, and such Sections shall extend to and may be enforced by any of such affiliated companies in their own names or by the Company on their behalf.
|
31.
|
Integration
. This Agreement supersedes and replaces any prior employment agreement or similar oral or written agreements or understandings between Executive and the Company or any of its affiliated companies in respect of the matters addressed hereby.
|
1.
|
Effectiveness; Employment
. The terms and conditions of this Agreement shall become effective commencing on the Effective Date. Upon the Effective Date, that certain Employment Agreement by and between Executive and the Company, dated as of May 28, 2010 (the “Prior Employment Agreement”), shall terminate. The Company will
continue to
employ Executive on an at-will employment basis commencing on the Effective Date. Executive accepts continued employment by the Company on that basis.
|
2.
|
Position and Duties
. Executive’s position and title will initially be as the President of the Company and Senior Vice President of Hillenbrand, Inc. Executive agrees to perform all duties and accept all responsibilities incidental to that position (or any other position in which Executive may be employed) or as may be assigned to Executive. Executive’s position and duties may include being employed by, serving as an officer or director of, and providing services to or for, one or more of the Company’s affiliated companies, as directed by the Company or its ultimate parent company. Executive is instructed by the Company, and agrees, not to perform any duties or engage in any activities that would conflict with any potential post-employment obligations to any prior employers.
|
3.
|
Efforts and Loyalty
. During the term of Executive’s employment under this Agreement, Executive agrees to use Executive’s reasonable best efforts in the conduct of the Company’s business endeavors entrusted to Executive and agrees to devote substantially all of Executive’s working time and efforts, attention and energy to the discharge of the duties and responsibilities of Executive to and for the Company and its affiliated companies. Executive agrees not to engage in any other activities that interfere with Executive’s performance under this Agreement and agrees not to work in any capacity for any other business or enterprise without first obtaining the Company’s written consent thereto.
|
4.
|
Compensation
. Commencing on the Effective Date, for all services rendered by Executive to or for the Company or its affiliated companies, Executive shall be paid as follows:
|
(a)
|
A base salary at an initial annual rate of $400.000, less withholdings and deductions;
|
(b)
|
Incentive compensation, payable solely at the discretion of the Company (and subject to repayment in full or in part in the event of a restatement of the Company’s or its affiliated companies’ financial statements in accordance with any applicable policy, law or agreement);
|
(c)
|
The other compensation and benefits described in the summary attached as
Exhibit A
, subject, however, to the terms of this Agreement; and
|
(d)
|
Such additional compensation, benefits and perquisites as the Company may from time to time deem appropriate.
|
5.
|
Changes to Compensation
. Subject to Section 10 below, the Company reserves the right to, and Executive agrees that the Company may, make changes to Executive’s compensation from time to time in the Company’s sole discretion, including, but not limited to, modifying or eliminating a compensation component; provided, however, that Executive shall be and shall remain entitled to participate in all benefit plans and programs maintained by the Company in its sole discretion from time to time on the same basis as other peer-level officers.
|
6.
|
Restrictions; Defense and Indemnification
. Executive represents and warrants to the Company that Executive is not a party to or bound by any noncompetition or other agreement, with any former employer or otherwise, that limits or restricts in any manner Executive’s right, as an employee or in any other capacity, to be employed by or provide advice or services to, any person or entity. Executive further represents and warrants that Executive does not have or possess any non-public, confidential information of or relating to any business or enterprise (other than the Company or its affiliated companies). Executive agrees to defend and indemnify the Company from and against any loss or expense suffered or incurred by the Company or any of its affiliated companies as a result of an inaccuracy or breach of any of Executive’s representations, warranties or agreements made in this Section 6, or any breach by Executive of any post-employment obligations to any prior employer.
|
7.
|
Termination Without Cause
. The Company may terminate the employment relationship between Executive and the Company at any time, without Cause for doing so, upon written notice of termination given to Executive, effective as of a date specified by the Company that is on or after the date of such notice. In such event, Executive shall be entitled to all compensation, benefits and perquisites paid or accrued as of the date of termination and shall also be entitled to receive severance compensation and benefits in accordance with the provisions of Section 12.
|
8.
|
Termination With Cause
. Executive’s employment may be terminated by the Company at any time with “Cause” for doing so upon written notice of termination to Executive specifying the date of termination and the factual circumstances constituting “Cause” for such termination. For purposes of this Agreement, the Company will have “Cause” to terminate Executive’s employment if Executive has:
|
(a)
|
Acted with gross neglect or willful misconduct in the discharge of Executive’s duties and responsibilities or refused to follow or comply with the lawful direction of the Company or the terms and conditions of this Agreement, provided such refusal is not based primarily on Executive’s good faith compliance with applicable legal or ethical standards; or
|
(b)
|
Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at the felony level), unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Company’s reasonable opinion, to cause the Company, its officers or its directors embarrassment or ridicule; or
|
(c)
|
Violated a material requirement of any Company policy or procedure, or policy or procedure of an affiliated company that applies to Executive; or
|
(d)
|
Disclosed without proper authorization any trade secrets or other confidential information of the Company or any of its affiliated companies; or
|
(e)
|
Engaged in any act that, in the reasonable opinion of the Company, is contrary to its best interests or would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Executive acts in good faith in compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for Cause.
|
9.
|
Termination Without Good Reason
. Executive may terminate the employment relationship between Executive and the Company at any time, without Good Reason for doing so, upon sixty (60) days’ advance written notice of such termination given to the Company. In such event, Executive shall only be entitled to such compensation, benefits and perquisites that have been paid or accrued as of the effective date of termination.
|
10.
|
Termination With Good Reason
. Executive may terminate the employment relationship between Executive and the Company with “Good Reason” for doing so by following the process provided below in this Section. For such purpose, “Good Reason” means:
|
(a)
|
A material reduction in Executive’s then-current base annual salary, except to the extent that such reduction is accompanied by a corresponding increase in another form of compensation;
|
(b)
|
Failure to provide Executive the same benefits and perquisites that are provided to other peer-level officers;
|
(c)
|
Relocation of Executive’s principal location of work to any location that is in excess of 100 miles from the Company’s then-existing corporate headquarters;
|
(d)
|
A material diminution in Executive’s authority, duties or responsibilities; or
|
(e)
|
Any action or inaction that constitutes a material breach of this Agreement by the Company.
|
11.
|
Termination Due to Death or Disability
. In the event Executive dies or suffers a disability (as defined below) during the term of employment, this Agreement shall automatically be terminated on the date of such death or may be terminated on account of such disability by the Company by written notice to Executive specifying the date of termination. For purposes of this Agreement, Executive shall be considered to have suffered a “disability” upon a determination by the Company, or an admission by Executive, that Executive cannot perform the essential functions of Executive’s position as a result of physical or mental incapacity and the occurrence of one or more of the following events:
|
(a)
|
Executive becomes eligible for or receives any benefits pursuant to any disability insurance policy as a result of a determination under such policy that Executive is permanently disabled;
|
(b)
|
Executive becomes eligible for or receives any disability benefits under the Social Security Act; or
|
(c)
|
A good faith determination by the Company that Executive is and will likely remain unable to perform the essential functions of Executive’s duties or responsibilities hereunder on a full-time basis, with or without reasonable accommodation, as a result of any mental or physical impairment.
|
12.
|
Severance Compensation and Benefits
. In the event that (a) Executive’s employment is either terminated by the Company without Cause under Section 7 or by Executive for Good Reason under Section 10, and (b) Executive is not entitled to any severance or similar compensation or benefits under a “Change in Control” or similar agreement in connection with the termination of Executive’s employment relationship, and (c) Executive executes and delivers to the Company, within twenty-one (21) days (or such longer period required by law if applicable) after termination of Executive’s employment relationship, and does not revoke, a written Release (as defined below), then, except as provided below in this Section 12 and subject to the terms of this Agreement and the aforementioned Release, Executive shall be entitled to receive the following:
|
(a)
|
Severance compensation (“Severance Pay”) equal to the greater of twelve (12) months of Executive’s base salary (based upon Executive’s base salary at the time of termination of employment and subject to required tax or other withholdings) payable to Executive in a lump sum within thirty (30) days after the date on which Executive’s employment is terminated or the period provided in the Company’s severance guidelines in effect at the time; provided, that notwithstanding the foregoing: (i) if the termination of Executive’s employment occurs during November or December, the commencement of Severance Pay payable to Executive shall not occur prior to January 1 of the following year, and (ii) if Executive is a “specified employee” under Section 409A of the Internal Revenue Code of 1986, as amended, or any successor law (the “Code”), then any portion of the Severance Pay that is not exempt from Section 409A, and that would otherwise be payable to Executive during the first six (6) months following the termination of Executive’s employment, shall not be paid to Executive until the ten (10) business day period immediately following the expiration of such six (6) month period.
|
(b)
|
If Executive timely elects in the proper form, pursuant to the Consolidated Budget Reconciliation Act (“COBRA”), to continue health care coverage for Executive and/or Executive’s dependents under the health plan in which Executive had coverage at the time of the termination of Executive’s employment, and if Executive continues paying the premiums for such COBRA coverage (subject to any COBRA premium subsidy Executive is eligible for under the American Recovery and Reinvestment Act of 2009 or similar law), then the Company will reimburse to Executive monthly (as taxable income to Executive) an amount that is not less than the dollar amount of health care premiums that the Company and its affiliated companies were paying on behalf of Executive and/or Executive’s dependents immediately prior to the termination of Executive’s employment, such premium reimbursements to continue until the earlier of (i) the date that is twelve (12) months after Executive’s employment is terminated, or (ii) the date as of which Executive ceases to carry COBRA continuation health care coverage following Executive’s termination of employment.
|
(c)
|
Limited out-placement counseling with a company of the Company’s choice, provided that Executive commences participation in such counseling immediately following termination of employment, for a period of up to twelve (12) months following the termination of Executive’s employment.
|
13.
|
Confidential Information; Company Property
. Executive acknowledges that, by reason of Executive’s employment by the Company and/or any of its affiliated companies, Executive has had and/or will have access to confidential information of the Company and its affiliated companies, including, without limitation, information and knowledge pertaining to business strategies, financial performance, products, inventions, discoveries, improvements, innovations, designs, ideas, trade secrets, proprietary information, manufacturing, packaging, advertising, distribution and sales methods, customer and client lists, and relationships among and between the Company and its affiliated companies and their respective dealers, distributors, sales representatives, wholesalers, customers, clients, suppliers and others who have business dealings with them (“Confidential Information”). Executive also acknowledges that such Confidential Information is a valuable and unique asset of the Company and its affiliated companies. Executive promises that, both during and at all times after the period during which Executive is employed by the Company or any of its affiliated companies, Executive will not disclose any such Confidential Information to any person or entity or use any such Confidential Information for the benefit of Executive or any other person or entity (except in either case as Executive’s duties as an employee of the Company may require) without the prior written authorization of the Company. In this regard, and in order to comply with Executive’s obligations regarding the non-use and non-disclosure of Confidential Information, Executive promises that Executive will not provide advice or services to any person or entity, in any capacity whatsoever, if the Confidential Information possessed by Executive would be useful or of benefit to such person or entity in competing against the Company or any of its affiliated entities or otherwise. The provisions in this Section and this Agreement regarding “Confidential Information” are intended to be supplemental and in addition to, and are not intended to be in lieu or in any way a limitation of, the protections afforded by, and remedies for misuse or misappropriation available under, applicable law regarding the trade secrets of the Company and its affiliated companies.
|
14.
|
Non-Competition
. Executive promises that, during the period that Executive is employed by the Company or any of its affiliated companies and for twelve (12) months thereafter, Executive will not, unless acting as an employee of the Company or any of its affiliated companies or with the prior written consent of the Company, directly or indirectly, own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing or control of, or be connected in a competitive capacity as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with, or use or permit Executive’s name to be used in connection with, any business or enterprise that (a) is engaged in the business of designing, engineering, manufacturing, marketing, selling or distributing any products or services that compete with, or are a functional equivalent of or alternative for, any of the products or services designed, engineered, manufactured, marketed, sold or distributed by the Company or any of its affiliated companies within the year prior to the termination of Executive’s employment or that the Company or any of its affiliated companies are about to so do at the time of such termination of employment (the “Competing Products”), and (b) is engaged in any such activities within any state of the United States or the District of Columbia or any other country in which the Company or any of its affiliated companies engages in or is about to engage in any of such activities, including but not limited to those enterprises specifically identified on
Exhibit B
attached hereto and incorporated herein.
|
15.
|
No Solicitation
. Executive promises that, during the period that Executive is employed by the Company or any of its affiliated companies and for twelve (12) months thereafter, Executive will not, unless acting as an employee of the Company or any of its affiliated companies or with the prior written consent of the Company, (i) call on or solicit, either directly or indirectly, for any purposes involving the designing, engineering, manufacturing, marketing, selling, purchasing or distributing of any Competing Products, any person, firm, corporation or other entity who or which is or had been, at the time of or within two years prior to the termination of Executive’s employment by the Company, a customer of the Company or any of its affiliated companies, or (ii) knowingly solicit for employment, or otherwise for the providing of advice or services, any person who is an employee of the Company or any of its affiliated companies or who was such an employee within six months prior to Executive’s termination of employment.
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16.
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Addition to Restricted Period
. In the event Executive breaches any of Executive’s obligations under Sections 14 or 15, then the period of time during which such provision is to remain in effect following the termination of Executive’s employment shall be increased by the same amount of time that Executive was in breach thereof.
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17.
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Survival of Restrictive Covenants
. The obligations of Executive under Sections 13, 14 and 15 shall survive the termination of this Agreement and the termination of Executive’s employment for any reason, including without limitation a termination of such employment by the Company without Cause or a termination by Executive for Good Reason. A breach by the Company of any contractual, statutory or other obligation to Executive shall not excuse compliance with or terminate Executive’s obligations under those Sections or otherwise provide a defense to or preclude the Company from seeking injunctive or other relief in the event of a breach or threatened breach of those obligations by Executive.
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18.
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Enforcement/Injunctive Relief
. Executive and the Company stipulate and agree that it would be difficult to measure any damages to the Company or any of its affiliated companies resulting from a breach of any of the provisions of Sections 13, 14 or 15, but that the potential for damages in such event would be great, incalculable and irremediable, and that monetary damages alone would be an inadequate remedy. Accordingly, Executive agrees that the Company shall be entitled to immediate injunctive relief against such breach, or threatened breach, in any court having jurisdiction, and
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19.
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Reasonableness and Judicial Modification of Restrictions
. Executive acknowledges and agrees that the terms of the restrictions on Executive in Sections 13, 14 and 15 are fair and reasonable, are not unreasonably broad in scope, are reasonably necessary to protect the property and other interests of the Company and the affiliated companies, and will not prevent Executive from obtaining other suitable employment in the event Executive’s employment with the Company terminates. Nevertheless, if the scope of any provision contained in Sections 13, 14 or 15 is deemed by any court having jurisdiction to be too broad to permit enforcement of such provision to its fullest extent, then such provision shall nevertheless be enforced to the maximum extent permitted by applicable law, and the Company and Executive each hereby request any such court to judicially modify any such provision accordingly, and each consent to such judicial modification, in any proceeding brought to enforce such provision.
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20.
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Company Modification of Restrictions
. The Company may at any time and from time to time during or after the term of Executive’s employment by the Company, on its own initiative and without the necessity of obtaining any consent from or agreement of Executive with respect thereto, modify any of the provisions of Sections 13, 14 or 15 that restrict Executive’s actions or rights in whatever manner the Company chooses if such modification makes the provision in question less restrictive or burdensome as to Executive’s actions or rights than it was prior to modification. Any such modification will be effective immediately upon the Company’s giving written notice to Executive thereof (including the precise wording changes made).
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21.
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Publicly Traded Stock
. The provisions of Section 14 shall not prohibit Executive from owning not more than one percent (1%) of the outstanding stock or other corporate security of a company that is traded or quoted on a national securities exchange or national market system.
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22.
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Waiver of Jury Trials
. Notwithstanding any right to a jury trial for any claims, Executive and the Company each waive any such right to a jury trial, and agree that any claim of any type in connection with Executive’s employment by the Company or any of its affiliated companies (including but not limited to employment discrimination litigation, wage litigation, defamation, or any other claim) filed in any court will be tried, if at all, without a jury.
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23.
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Choice of Forum; Consent to Jurisdiction
. Any claim or action brought by Executive against the Company or any of its affiliated companies that arises under or relates to this Agreement or is in any way in connection with the employment of Executive by the Company or any of its affiliated companies, or the termination thereof, must be brought and maintained only in a court sitting in either (a) Marion County, Indiana, or Ripley County, Indiana, or, if in a federal court, the United States District Court for the Southern District of Indiana, Indianapolis Division, or (b) the state in which the Company is incorporated or maintains its principal office at the time of the claim or action. Executive consents to the personal jurisdiction of any such court over Executive with respect to any claim or action brought against Executive by the Company or any of its affiliated companies arising under or relating to this Agreement or in any way in connection with Executive’s employment by the Company or any of its affiliated companies, or the termination thereof.
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24.
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Choice of Law
. This Agreement shall be deemed to have been made in the State of Indiana, and shall be interpreted, construed and enforced in accordance with the laws of that State without regard to the choice of law provisions thereof.
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25.
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Severability
. The Parties agree that each and every paragraph, sentence, clause, term and provision of this Agreement is severable and that, in the event any portion of this Agreement is adjudged to be invalid or unenforceable, the remaining portions thereof shall remain in effect and be enforced to the fullest extent permitted by law.
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26.
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Assignment
. The rights and obligations of the Company under this Agreement shall inure to its benefit, as well as the benefit of its successor and affiliated companies, and shall be binding upon the successors and assigns of the Company. This Agreement, being personal to Executive, cannot be assigned by Executive, but Executive’s personal representative shall be bound by all its terms and conditions.
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27.
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Notices
. Except as otherwise specifically provided or permitted elsewhere in this Agreement, any notice required or permitted to be given hereunder shall be sufficient and deemed to have been given if in writing and either hand delivered (in person or by a recognized courier or delivery service) or mailed by certified or registered U.S. Mail, return receipt requested, addressed to Executive at the last known residence address of Executive on the Company’s records or to the Company at its principal office address with an additional copy mailed by regular mail to the Office of the General Counsel of Hillenbrand, Inc., One Batesville Boulevard, Batesville, Indiana 47006. This Section is not intended to modify any requirement elsewhere in this Agreement that a notice must be received by a Party (“giving” notice is not the equivalent of “receipt” of notice when receipt is expressly required or specified).
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28.
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Amendments and Waivers
. Except as specifically provided herein, any modification, amendment, extension or waiver of this Agreement or any provision hereof must be in writing and must be signed by both Parties or, in the case of a waiver, signed by the Party charged with making such waiver. The waiver by the Company or Executive of a breach of any provision of this Agreement shall not be construed as a waiver of any subsequent breach.
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29.
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Executive Manuals, Policies, Etc
. Notwithstanding anything in this Agreement to the contrary, the Company and its affiliated companies shall have the right from time to time to adopt, modify or amend and maintain in full force and effect any employee manuals, policies or procedures applicable to employees generally (including Executive) and any such adoption, modification or amendment shall be in force and effect without it being considered an amendment or modification of this Agreement.
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30.
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Enforcement by Affiliated Companies
. The affiliated companies of the Company are intended to be third party beneficiaries with respect to the provisions of Sections 13-28, both inclusive, to the extent relevant to them, and such Sections shall extend to and may be enforced by any of such affiliated companies in their own names or by the Company on their behalf.
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31.
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Integration
. This Agreement supersedes and replaces any prior employment agreement (for the avoidance of doubt, including the Prior Employment Agreement) or similar oral or written agreements or understandings between Executive and the Company or any of its affiliated companies in respect of the matters addressed hereby.
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/s/ PricewaterhouseCoopers LLP
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Indianapolis, Indiana
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November 13, 2018
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|
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1.
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I have reviewed this Annual Report on Form 10-K of Hillenbrand, Inc.;
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2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report;
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3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Joe A. Raver
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|
Joe A. Raver
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|
President and Chief Executive Officer
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|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Hillenbrand, Inc.;
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2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report;
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3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Kristina A. Cerniglia
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|
Kristina A. Cerniglia
|
|
Senior Vice President and Chief Financial Officer
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|
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Joe A. Raver
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|
Joe A. Raver
|
|
President and Chief Executive Officer
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|
November 13, 2018
|
|
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Kristina A. Cerniglia
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|
Kristina A. Cerniglia
|
|
Senior Vice President and Chief Financial Officer
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|
November 13, 2018
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