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IN
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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,
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IN
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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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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common Stock, without par value
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HI
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NYSE
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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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☐
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Non-accelerated filer
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o
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Smaller reporting company
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☐
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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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A parts and service business with historically stable revenue and attractive margins;
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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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Substantial brand value and recognition, combined with quality service, a nationwide distribution network, and a strong customer base.
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Compounding, Extrusion, and Material Handling Equipment, and Equipment System Design
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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, recycling, biodegradable products, 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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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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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 18 to 24 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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Screening and Separating Equipment
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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® and BM&M® brands to customers in a variety of industries including
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Flow Control Solutions
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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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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 the 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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Size Reduction Equipment
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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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Replacement Parts and Service
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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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Strengthen leadership positions and build targeted platforms
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Leverage core technologies and applications expertise to further penetrate current markets.
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Grow platforms to critical mass in plastics and chemicals, food and pharmaceuticals, and separation to achieve benefits of leadership and scale.
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Enter attractive new markets and near adjacencies with large addressable opportunities.
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Leverage global footprint to expand customer base and win in new markets.
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Drive innovation and new product development
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Provide innovative product and service solutions to solve customers’ challenges.
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Extend applications expertise to win in adjacent markets with high growth potential.
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Develop new products driven by voice of customer input and changing needs.
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Provide value-added end-to-end solutions from individual components to integrated systems.
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Leverage HOM to drive margin expansion and profitable growth
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Apply HOM tools, including voice of customer and segmentation, for profitable growth.
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Drive best-in-class lead times to grow share in aftermarket parts and service business.
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Implement strategic supplier relationships to improve cost and quality.
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Enhance productivity through process standardization.
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Burial Solutions
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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 70 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. In addition to its product breadth, Batesville offers training, merchandising, and marketing materials to educate funeral directors and consumers on product and service options.
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Cremation Options®
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The Cremation Options® platform is focused on helping funeral professionals profitably serve the growing number of consumers choosing cremation. Batesville offers a broad line of cremation caskets, containers, urns, remembrance jewelry, and keepsakes. As with Burial Solutions, Batesville offers training, merchandising, and marketing resources to support funeral directors and consumers when selecting cremation.
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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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Use the HOM principles and tools to strengthen our leadership position and maintain an optimal cost structure to support profitability
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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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successfully identify the most suitable targets for acquisition;
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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 integrate 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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where applicable, implement restructuring activities without an adverse impact to business operations.
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the market price of our common stock could decline;
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we cannot be certain that we could find an acquisition as attractive as the proposed Milacron acquisition;
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time and resources committed by our management to matters relating to the proposed transaction could otherwise have been devoted to pursuing other beneficial opportunities; and
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we may experience negative reactions from the financial markets or from our customers, suppliers, or employees.
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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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differences in terms of sale, including payment terms;
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local product preferences and product requirements;
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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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trade protection measures and import or export licensing requirements;
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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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limitations on ownership and on repatriation of earnings and cash;
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difficulty in staffing and managing widespread operations;
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differing labor regulations;
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difficulties in enforcing contract and property rights under local law;
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difficulties in implementing restructuring actions on a timely or comprehensive basis; and
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differing protection of intellectual property.
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5.
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Uncertainty in the United States political environment and in trade policy could negatively impact our business.
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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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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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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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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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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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the division of our Board of Directors into three classes with staggered terms;
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the inability of our shareholders to act by less than unanimous written consent;
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rules regarding how shareholders may present proposals or nominate directors for election at shareholder meetings;
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the right of our Board of Directors to issue preferred stock without shareholder approval; and
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limitations on the right of shareholders to remove directors.
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2019
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2018
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2017
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2016
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2015
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Net revenue
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$
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1,807.3
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$
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1,770.1
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$
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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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Gross profit(1)
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$
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623.0
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$
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642.1
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$
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590.8
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$
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570.6
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$
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570.4
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Net income(2)
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$
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121.4
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$
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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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$
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111.4
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Earnings per share - basic
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$
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1.93
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$
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1.21
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$
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1.99
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$
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1.78
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$
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1.76
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Earnings per share - diluted
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$
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1.92
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$
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1.20
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$
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1.97
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$
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1.77
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$
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1.74
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Cash dividends per share
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$
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0.84
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$
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0.83
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$
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0.82
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$
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0.81
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$
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0.80
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Total assets(3)
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$
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2,228.6
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$
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1,864.6
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$
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1,956.5
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$
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1,959.7
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$
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1,808.1
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Long-term obligations
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$
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869.5
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$
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588.8
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$
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678.9
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$
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879.8
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$
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798.1
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Cash flows provided by operating activities
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$
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178.9
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$
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248.3
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$
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246.2
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$
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238.2
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$
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105.0
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Cash flows used in investing activities
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$
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(51.2
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)
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$
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(23.4
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)
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$
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(13.5
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)
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$
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(253.5
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)
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$
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(29.5
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)
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Cash flows provided by (used in) financing activities
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$
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217.5
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$
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(232.5
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)
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$
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(215.1
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)
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$
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21.6
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$
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(83.2
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)
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Capital expenditures
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$
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25.5
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$
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27.0
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$
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22.0
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$
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21.2
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|
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$
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31.0
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Depreciation and amortization
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$
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58.5
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$
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56.5
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$
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56.6
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$
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60.4
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|
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$
|
54.3
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|
|
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Year Ended September 30,
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Hillenbrand
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2019
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2018
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2017
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||||||
Net revenue
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$
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1,807.3
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$
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1,770.1
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$
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1,590.2
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Gross profit
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623.0
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642.1
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590.8
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|||
Operating expenses
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379.7
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378.9
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343.5
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Amortization expense
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32.5
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30.2
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29.2
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|||
Impairment charge
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—
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63.4
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—
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Interest expense
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27.4
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23.3
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25.2
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Other (expense) income, net
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(6.7
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)
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0.2
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(4.6
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)
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Income tax expense
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50.5
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65.3
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59.9
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Net income(1)
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121.4
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76.6
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126.2
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•
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The Process Equipment Group’s net revenue increased $54.9 (5%) primarily due to higher volume (5%), pricing, and the acquisition of BM&M. Foreign currency impact decreased net revenue by 4%.
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Batesville’s net revenue decreased $17.7 (3%) primarily due to a decrease in volume (4%), driven primarily by a decrease in burial sales resulting from what we estimate to be a decrease in North American burials driven by fewer estimated deaths and an increased rate at which families opted for cremation.
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The Process Equipment Group’s gross profit decreased $2.2 (0.5%), primarily due to cost inflation and unfavorable mix due to an increased proportion of lower margin, large systems sales in plastics, partially offset by pricing and productivity improvements, higher volume, and the acquisition of BM&M. Foreign currency impact decreased gross profit by 3%. Gross profit margin decreased 170 basis points to 35.0% in 2019, primarily due to cost inflation and the increased proportion of lower margin, large systems projects in plastics, partially offset by productivity and pricing improvements.
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Batesville’s gross profit decreased $16.9 (9%) and gross profit margin decreased 200 basis points to 33.3%. The decrease in gross profit and gross profit margin was primarily due to inflation in commodities and wages, and a decrease in volume, partially offset by productivity initiatives.
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Year Ended September 30,
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2019
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2018
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Business acquisition, development, and integration costs
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$
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16.6
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$
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3.5
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Restructuring and restructuring related charges
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9.4
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1.7
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•
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The Process Equipment Group’s revenue increased $191.3 (19%) primarily due to higher volume (14%). Foreign currency impact increased net revenue by 4%.
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•
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Batesville’s net revenue decreased $11.4 (2%) primarily due to a decrease in volume (2%).
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•
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The Process Equipment Group’s gross profit increased $66.1 (17%), primarily due to higher volume (14%). Foreign currency impact increased gross profit by 4%. Gross profit margin decreased 40 basis points to 36.7% in 2018, primarily driven by the increased proportion of lower margin, large systems projects in plastics, partially offset by productivity and pricing improvements.
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•
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Batesville’s gross profit decreased $14.8 (7%), and gross profit margin decreased 190 basis points to 35.3%. The decrease in gross profit and gross profit margin was primarily due to inflation in commodities, fuel, wages and benefits, and the decline in volume, along with supply chain inefficiencies. These items were partially offset by productivity gains, including benefits resulting from the previously disclosed manufacturing footprint reduction in 2017.
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Year Ended September 30,
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||||||
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2018
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2017
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||||
Business acquisition, development, and integration costs
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$
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3.5
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|
$
|
1.1
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Restructuring and restructuring related charges
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1.7
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|
|
4.9
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|
|
Year Ended September 30,
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||||||||||||||||
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2019
|
|
2018
|
|
2017
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||||||||||||
|
Amount
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% of
Revenue
|
|
Amount
|
|
% of
Revenue
|
|
Amount
|
|
% of
Revenue
|
||||||
Net revenue
|
$
|
1,274.4
|
|
|
100.0
|
|
$
|
1,219.5
|
|
|
100.0
|
|
$
|
1,028.2
|
|
|
100.0
|
Gross profit
|
445.5
|
|
|
35.0
|
|
447.7
|
|
|
36.7
|
|
381.6
|
|
|
37.1
|
|||
Operating expenses
|
241.7
|
|
|
19.0
|
|
243.9
|
|
|
20.0
|
|
217.6
|
|
|
21.2
|
|||
Amortization expense
|
32.5
|
|
|
2.6
|
|
30.2
|
|
|
2.5
|
|
29.0
|
|
|
2.8
|
|||
Impairment Charge
|
—
|
|
|
—
|
|
63.4
|
|
|
5.2
|
|
—
|
|
|
—
|
|
Year Ended September 30,
|
||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||||||||
|
Amount
|
|
% of
Revenue
|
|
Amount
|
|
% of
Revenue
|
|
Amount
|
|
% of
Revenue
|
||||||
Net revenue
|
$
|
532.9
|
|
|
100.0
|
|
$
|
550.6
|
|
|
100.0
|
|
$
|
562.0
|
|
|
100.0
|
Gross profit
|
177.5
|
|
|
33.3
|
|
194.4
|
|
|
35.3
|
|
209.2
|
|
|
37.2
|
|||
Operating expenses
|
77.7
|
|
|
14.6
|
|
84.9
|
|
|
15.4
|
|
84.3
|
|
|
15.0
|
|
Year Ended September 30,
|
||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||||||||
|
Amount
|
|
% of
Revenue
|
|
Amount
|
|
% of
Revenue
|
|
Amount
|
|
% of
Revenue
|
||||||
Core operating expenses
|
$
|
44.1
|
|
|
2.4
|
|
$
|
46.0
|
|
|
2.6
|
|
$
|
38.4
|
|
|
2.4
|
Business acquisition, development, and integration costs
|
16.0
|
|
|
0.9
|
|
3.4
|
|
|
0.2
|
|
0.5
|
|
|
—
|
|||
Restructuring and restructuring related charges
|
0.2
|
|
|
—
|
|
0.7
|
|
|
—
|
|
2.7
|
|
|
0.2
|
|||
Operating expenses
|
$
|
60.3
|
|
|
3.3
|
|
$
|
50.1
|
|
|
2.8
|
|
$
|
41.6
|
|
|
2.6
|
|
Year Ended September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Consolidated Net Income
|
$
|
126.2
|
|
|
$
|
81.2
|
|
|
$
|
128.4
|
|
Interest income
|
(1.1
|
)
|
|
(1.4
|
)
|
|
(0.9
|
)
|
|||
Interest expense
|
27.4
|
|
|
23.3
|
|
|
25.2
|
|
|||
Income tax expense
|
50.5
|
|
|
65.3
|
|
|
59.9
|
|
|||
Depreciation and amortization
|
58.5
|
|
|
56.5
|
|
|
56.6
|
|
|||
EBITDA
|
261.5
|
|
|
224.9
|
|
|
269.2
|
|
|||
Business acquisition, development, and integration costs
|
16.6
|
|
|
3.5
|
|
|
1.1
|
|
|||
Restructuring and restructuring related charges
|
10.6
|
|
|
2.5
|
|
|
10.7
|
|
|||
Loss on settlement of interest rate swaps
|
6.4
|
|
|
—
|
|
|
—
|
|
|||
Inventory step-up
|
0.2
|
|
|
—
|
|
|
—
|
|
|||
Impairment charges
|
—
|
|
|
63.4
|
|
|
—
|
|
|||
Adjusted EBITDA
|
$
|
295.3
|
|
|
$
|
294.3
|
|
|
$
|
281.0
|
|
•
|
Cash on hand of $399.0, of which $374.4 (net of discount) was raised in connection with issuing publicly traded notes in September 2019 (discussed further below);
|
•
|
$892.9 of borrowing capacity available under the Revolver as of September 30, 2019, all of which was immediately available based on our most restrictive covenant at September 30, 2019; and
|
•
|
Two term loan commitments totaling $725.0 (to be drawn in connection with the closing of the Milacron acquisition and as discussed further below).
|
|
|
Year Ended September 30,
|
||||||||||
(in millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows provided by (used in)
|
|
|
|
|
|
|
|
|
|
|||
Operating activities
|
|
$
|
178.9
|
|
|
$
|
248.3
|
|
|
$
|
246.2
|
|
Investing activities
|
|
(51.2
|
)
|
|
(23.4
|
)
|
|
(13.5
|
)
|
|||
Financing activities
|
|
217.5
|
|
|
(232.5
|
)
|
|
(215.1
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(2.3
|
)
|
|
(2.7
|
)
|
|
(3.6
|
)
|
|||
Net cash flows
|
|
$
|
342.9
|
|
|
$
|
(10.3
|
)
|
|
$
|
14.0
|
|
|
|
Payment Due by Period
|
|||||||||||||||||||
(in millions)
|
|
Total
|
|
Less
Than 1
Year
|
|
1-3
Years
|
|
4-5
Years
|
|
After 5
Years
|
|||||||||||
2010 Notes due 2020
|
|
$
|
150.0
|
|
|
$
|
150.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
2019 Notes due 2026
|
|
375.0
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
375.0
|
|
|||||
Series A Notes due 2024
|
|
100.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100.0
|
|
||||||
Interest on financing agreements (1)
|
|
148.3
|
|
|
28.0
|
|
|
42.9
|
|
|
42.9
|
|
|
34.5
|
|
||||||
Operating lease obligations (noncancelable)
|
|
123.4
|
|
|
25.5
|
|
|
44.1
|
|
|
25.8
|
|
|
28.0
|
|
||||||
Purchase obligations (2)
|
|
360.7
|
|
|
339.9
|
|
|
20.8
|
|
|
—
|
|
|
—
|
|
||||||
Defined benefit plan funding (3)
|
|
140.0
|
|
|
9.9
|
|
|
19.4
|
|
|
19.5
|
|
|
91.2
|
|
||||||
Other long-term liabilities (4)
|
|
41.6
|
|
|
12.0
|
|
|
7.6
|
|
|
6.9
|
|
|
15.1
|
|
||||||
Total contractual obligations (5)
|
|
$
|
1,439.0
|
|
|
$
|
565.3
|
|
|
$
|
134.8
|
|
|
$
|
95.1
|
|
|
$
|
643.8
|
|
|
(1)
|
Cash obligations for interest requirements relate to our fixed-rate debt obligations at its contractual rate at September 30, 2019. We had no outstanding variable-rate debt obligations at September 30, 2019.
|
(2)
|
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.
|
(3)
|
Includes projected contributions to achieve minimum funding objectives for our pension and postretirement healthcare plans.
|
(4)
|
Includes estimated payments for the Transition Tax liability, the estimated liquidation of liabilities related to both our short-term and long-term casket pricing obligation, self-insurance reserves, and severance payments.
|
(5)
|
We have excluded from the table our $9.7 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, 2019, 2018, and 2017:
|
|
|
|
|
|
|
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
|
Cincinnati, Ohio
|
November 13, 2019
|
|
Year Ended September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net revenue
|
$
|
1,807.3
|
|
|
$
|
1,770.1
|
|
|
$
|
1,590.2
|
|
Cost of goods sold
|
1,184.3
|
|
|
1,128.0
|
|
|
999.4
|
|
|||
Gross profit
|
623.0
|
|
|
642.1
|
|
|
590.8
|
|
|||
Operating expenses
|
379.7
|
|
|
378.9
|
|
|
343.5
|
|
|||
Amortization expense
|
32.5
|
|
|
30.2
|
|
|
29.2
|
|
|||
Impairment charge
|
—
|
|
|
63.4
|
|
|
—
|
|
|||
Interest expense
|
27.4
|
|
|
23.3
|
|
|
25.2
|
|
|||
Other (expense) income, net
|
(6.7
|
)
|
|
0.2
|
|
|
(4.6
|
)
|
|||
Income before income taxes
|
176.7
|
|
|
146.5
|
|
|
188.3
|
|
|||
Income tax expense
|
50.5
|
|
|
65.3
|
|
|
59.9
|
|
|||
Consolidated net income
|
126.2
|
|
|
81.2
|
|
|
128.4
|
|
|||
Less: Net income attributable to noncontrolling interests
|
4.8
|
|
|
4.6
|
|
|
2.2
|
|
|||
Net income(1)
|
$
|
121.4
|
|
|
$
|
76.6
|
|
|
$
|
126.2
|
|
|
|
|
|
|
|
||||||
Net income(1) — per share of common stock
|
|
|
|
|
|
|
|
|
|||
Basic earnings per share
|
$
|
1.93
|
|
|
$
|
1.21
|
|
|
$
|
1.99
|
|
Diluted earnings per share
|
$
|
1.92
|
|
|
$
|
1.20
|
|
|
$
|
1.97
|
|
Weighted-average shares outstanding — basic
|
62.9
|
|
|
63.1
|
|
|
63.6
|
|
|||
Weighted-average shares outstanding — diluted
|
63.3
|
|
|
63.8
|
|
|
64.0
|
|
|
|
Year Ended September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Consolidated net income
|
$
|
126.2
|
|
|
$
|
81.2
|
|
|
$
|
128.4
|
|
Other comprehensive (loss) income, net of tax
|
|
|
|
|
|
|
|
|
|||
Currency translation
|
(20.6
|
)
|
|
(7.9
|
)
|
|
24.9
|
|
|||
Pension and postretirement (net of tax of $7.7, $1.3, and $10.9)
|
(21.3
|
)
|
|
4.3
|
|
|
22.2
|
|
|||
Net unrealized (loss) gain on derivative instruments (net of tax of $0.2, $0.0, and $1.0)
|
(14.5
|
)
|
|
(0.1
|
)
|
|
1.7
|
|
|||
Total other comprehensive (loss) income, net of tax
|
(56.4
|
)
|
|
(3.7
|
)
|
|
48.8
|
|
|||
Consolidated comprehensive income
|
69.8
|
|
|
77.5
|
|
|
177.2
|
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
4.8
|
|
|
3.9
|
|
|
2.4
|
|
|||
Comprehensive income(2)
|
$
|
65.0
|
|
|
$
|
73.6
|
|
|
$
|
174.8
|
|
|
|
September 30,
|
||||||
|
2019
|
|
2018
|
||||
ASSETS
|
|
|
|
|
|
||
Current Assets
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
399.0
|
|
|
$
|
56.0
|
|
Trade receivables, net
|
217.4
|
|
|
218.5
|
|
||
Receivables from long-term manufacturing contracts
|
181.1
|
|
|
120.3
|
|
||
Inventories
|
176.6
|
|
|
172.5
|
|
||
Prepaid expenses
|
26.7
|
|
|
25.2
|
|
||
Other current assets
|
22.4
|
|
|
18.1
|
|
||
Total current assets
|
1,023.2
|
|
|
610.6
|
|
||
Property, plant, and equipment, net
|
140.3
|
|
|
142.0
|
|
||
Intangible assets, net
|
454.9
|
|
|
487.3
|
|
||
Goodwill
|
578.0
|
|
|
581.9
|
|
||
Other assets
|
32.2
|
|
|
42.8
|
|
||
Total Assets
|
$
|
2,228.6
|
|
|
$
|
1,864.6
|
|
|
|
|
|
||||
LIABILITIES
|
|
|
|
|
|
||
Current Liabilities
|
|
|
|
|
|
||
Trade accounts payable
|
$
|
236.2
|
|
|
$
|
196.8
|
|
Liabilities from long-term manufacturing contracts and advances
|
158.2
|
|
|
125.9
|
|
||
Accrued compensation
|
73.2
|
|
|
71.9
|
|
||
Other current liabilities
|
121.7
|
|
|
137.1
|
|
||
Total current liabilities
|
589.3
|
|
|
531.7
|
|
||
Long-term debt
|
619.5
|
|
|
344.6
|
|
||
Accrued pension and postretirement healthcare
|
131.3
|
|
|
120.5
|
|
||
Deferred income taxes
|
73.6
|
|
|
76.4
|
|
||
Other long-term liabilities
|
45.1
|
|
|
47.3
|
|
||
Total Liabilities
|
1,458.8
|
|
|
1,120.5
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 11)
|
|
|
|
|
|
||
|
|
|
|
||||
SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
||
Common stock, no par value (63.9 and 63.9 shares issued, 62.7 and 62.3 shares outstanding)
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
345.3
|
|
|
351.4
|
|
||
Retained earnings
|
599.5
|
|
|
531.0
|
|
||
Treasury stock (1.2 and 1.6 shares)
|
(50.1
|
)
|
|
(67.1
|
)
|
||
Accumulated other comprehensive loss
|
(140.6
|
)
|
|
(84.2
|
)
|
||
Hillenbrand Shareholders’ Equity
|
754.1
|
|
|
731.1
|
|
||
Noncontrolling interests
|
15.7
|
|
|
13.0
|
|
||
Total Shareholders’ Equity
|
769.8
|
|
|
744.1
|
|
||
|
|
|
|
||||
Total Liabilities and Equity
|
$
|
2,228.6
|
|
|
$
|
1,864.6
|
|
|
Year Ended September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Operating Activities
|
|
|
|
|
|
|
|
|
|||
Consolidated net income
|
$
|
126.2
|
|
|
$
|
81.2
|
|
|
$
|
128.4
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
58.5
|
|
|
56.5
|
|
|
56.6
|
|
|||
Impairment charges
|
—
|
|
|
63.4
|
|
|
—
|
|
|||
Deferred income taxes
|
6.7
|
|
|
3.7
|
|
|
37.1
|
|
|||
Net loss (gain) on disposal or impairment of property
|
—
|
|
|
0.7
|
|
|
(4.6
|
)
|
|||
Equity in net loss (income) from affiliates
|
—
|
|
|
—
|
|
|
0.4
|
|
|||
Share-based compensation
|
12.0
|
|
|
12.1
|
|
|
10.5
|
|
|||
Trade accounts receivable and receivables on long-term manufacturing contracts
|
(66.2
|
)
|
|
(13.0
|
)
|
|
10.7
|
|
|||
Inventories
|
(8.6
|
)
|
|
(24.0
|
)
|
|
5.4
|
|
|||
Prepaid expenses and other current assets
|
(7.6
|
)
|
|
(0.1
|
)
|
|
(6.2
|
)
|
|||
Trade accounts payable
|
46.4
|
|
|
41.6
|
|
|
17.2
|
|
|||
Liabilities from long-term manufacturing contracts and advances,
|
|
|
|
|
|
||||||
accrued compensation, and other current liabilities
|
36.0
|
|
|
5.8
|
|
|
64.6
|
|
|||
Income taxes payable
|
(9.6
|
)
|
|
23.0
|
|
|
4.8
|
|
|||
Defined benefit plan funding
|
(10.3
|
)
|
|
(10.9
|
)
|
|
(90.6
|
)
|
|||
Defined benefit plan expense
|
3.5
|
|
|
3.6
|
|
|
6.4
|
|
|||
Settlement of interest rate swaps, net
|
(13.8
|
)
|
|
—
|
|
|
—
|
|
|||
Amortization of deferred financing costs
|
6.8
|
|
|
0.9
|
|
|
0.3
|
|
|||
Other, net
|
(1.1
|
)
|
|
3.8
|
|
|
5.2
|
|
|||
Net cash provided by operating activities
|
178.9
|
|
|
248.3
|
|
|
246.2
|
|
|||
|
|
|
|
|
|
||||||
Investing Activities
|
|
|
|
|
|
|
|
|
|||
Capital expenditures
|
(25.5
|
)
|
|
(27.0
|
)
|
|
(22.0
|
)
|
|||
Proceeds from sales of property, plant, and equipment
|
0.2
|
|
|
3.7
|
|
|
5.7
|
|
|||
Acquisitions of businesses, net of cash acquired
|
(25.9
|
)
|
|
—
|
|
|
—
|
|
|||
Return of investment capital from affiliates
|
—
|
|
|
—
|
|
|
3.2
|
|
|||
Other, net
|
—
|
|
|
(0.1
|
)
|
|
(0.4
|
)
|
|||
Net cash used in investing activities
|
(51.2
|
)
|
|
(23.4
|
)
|
|
(13.5
|
)
|
|||
|
|
|
|
|
|
||||||
Financing Activities
|
|
|
|
|
|
|
|
|
|||
Proceeds from long-term debt, net of discount
|
374.4
|
|
|
—
|
|
|
—
|
|
|||
Repayments of long-term debt
|
—
|
|
|
(148.5
|
)
|
|
(13.5
|
)
|
|||
Proceeds from revolving credit facility
|
897.3
|
|
|
1,096.8
|
|
|
819.3
|
|
|||
Repayments on revolving credit facility
|
(990.4
|
)
|
|
(1,065.7
|
)
|
|
(953.0
|
)
|
|||
Payment of deferred financing costs
|
(7.5
|
)
|
|
(2.8
|
)
|
|
—
|
|
|||
Payment of dividends on common stock
|
(52.6
|
)
|
|
(52.1
|
)
|
|
(51.9
|
)
|
|||
Repurchases of common stock
|
—
|
|
|
(61.0
|
)
|
|
(28.0
|
)
|
|||
Proceeds from stock option exercises and other
|
2.6
|
|
|
11.2
|
|
|
16.3
|
|
|||
Payments for employee taxes on net settlement equity awards
|
(4.2
|
)
|
|
(4.1
|
)
|
|
(2.6
|
)
|
|||
Other, net
|
(2.1
|
)
|
|
(6.3
|
)
|
|
(1.7
|
)
|
|||
Net cash provided by (used in) financing activities
|
217.5
|
|
|
(232.5
|
)
|
|
(215.1
|
)
|
|||
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
(2.3
|
)
|
|
(2.7
|
)
|
|
(3.6
|
)
|
|||
|
|
|
|
|
|
||||||
Net cash flows
|
342.9
|
|
|
(10.3
|
)
|
|
14.0
|
|
|||
|
|
|
|
|
|
||||||
Cash, cash equivalents, and restricted cash:
|
|
|
|
|
|
|
|
|
|||
At beginning of period
|
56.5
|
|
|
66.8
|
|
|
52.8
|
|
|||
At end of period
|
$
|
399.4
|
|
|
$
|
56.5
|
|
|
$
|
66.8
|
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
19.9
|
|
|
$
|
20.7
|
|
|
$
|
20.3
|
|
Cash paid for income taxes
|
$
|
53.3
|
|
|
$
|
38.9
|
|
|
$
|
18.2
|
|
|
September 30, 2019
|
|
September 30, 2018
|
||||
Cash and cash equivalents
|
$
|
399.0
|
|
|
$
|
56.0
|
|
Short-term restricted cash included in other current assets
|
0.4
|
|
|
0.5
|
|
||
Total cash, cash equivalents, and restricted cash shown in the Consolidated Statements of Cash Flows
|
$
|
399.4
|
|
|
$
|
56.5
|
|
|
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, 2016
|
63.7
|
|
|
$
|
348.7
|
|
|
$
|
433.3
|
|
|
0.7
|
|
|
$
|
(19.9
|
)
|
|
$
|
(129.8
|
)
|
|
$
|
13.9
|
|
|
$
|
646.2
|
|
Total other comprehensive income, 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 ($0.8200 per share)
|
—
|
|
|
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 loss, 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 ($0.8300 per share)
|
—
|
|
|
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
|
|
||||||
Total other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(56.4
|
)
|
|
—
|
|
|
(56.4
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
121.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.8
|
|
|
126.2
|
|
||||||
Issuance/retirement of stock for stock awards/options
|
—
|
|
|
(18.6
|
)
|
|
—
|
|
|
(0.4
|
)
|
|
17.0
|
|
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
||||||
Share-based compensation
|
—
|
|
|
12.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.0
|
|
||||||
Dividends ($0.8400 per share)
|
—
|
|
|
0.5
|
|
|
(53.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
|
(54.7
|
)
|
||||||
Other
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
||||||
Balance at September 30, 2019
|
63.9
|
|
|
$
|
345.3
|
|
|
$
|
599.5
|
|
|
1.2
|
|
|
$
|
(50.1
|
)
|
|
$
|
(140.6
|
)
|
|
$
|
15.7
|
|
|
$
|
769.8
|
|
|
September 30,
|
||||||
|
2019
|
|
2018
|
||||
Raw materials and components
|
$
|
72.3
|
|
|
$
|
68.3
|
|
Work in process
|
44.0
|
|
|
44.7
|
|
||
Finished goods
|
60.3
|
|
|
59.5
|
|
||
Total inventories
|
$
|
176.6
|
|
|
$
|
172.5
|
|
|
September 30, 2019
|
|
September 30, 2018
|
||||||||||||
|
Cost
|
|
Accumulated
Depreciation
|
|
Cost
|
|
Accumulated
Depreciation
|
||||||||
Land and land improvements
|
$
|
15.0
|
|
|
$
|
(3.4
|
)
|
|
$
|
15.0
|
|
|
$
|
(3.3
|
)
|
Buildings and building equipment
|
103.5
|
|
|
(64.2
|
)
|
|
102.3
|
|
|
(60.7
|
)
|
||||
Machinery and equipment
|
330.8
|
|
|
(241.4
|
)
|
|
328.5
|
|
|
(239.8
|
)
|
||||
Total
|
$
|
449.3
|
|
|
$
|
(309.0
|
)
|
|
$
|
445.8
|
|
|
$
|
(303.8
|
)
|
|
September 30, 2019
|
|
September 30, 2018
|
||||||||||||
|
Cost
|
|
Accumulated
Amortization
|
|
Cost
|
|
Accumulated
Amortization
|
||||||||
Finite-lived assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Trade names
|
$
|
0.2
|
|
|
$
|
(0.2
|
)
|
|
$
|
0.2
|
|
|
$
|
(0.2
|
)
|
Customer relationships
|
464.2
|
|
|
(169.2
|
)
|
|
464.5
|
|
|
(148.4
|
)
|
||||
Technology, including patents
|
76.8
|
|
|
(49.4
|
)
|
|
79.6
|
|
|
(45.1
|
)
|
||||
Software
|
58.7
|
|
|
(51.7
|
)
|
|
58.0
|
|
|
(48.9
|
)
|
||||
Other
|
0.2
|
|
|
(0.2
|
)
|
|
0.2
|
|
|
(0.2
|
)
|
||||
|
600.1
|
|
|
(270.7
|
)
|
|
602.5
|
|
|
(242.8
|
)
|
||||
Indefinite-lived assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Trade names
|
125.5
|
|
|
—
|
|
|
127.6
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total
|
$
|
725.6
|
|
|
$
|
(270.7
|
)
|
|
$
|
730.1
|
|
|
$
|
(242.8
|
)
|
|
Process
Equipment
Group
|
|
Batesville
|
|
Total
|
||||||
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
|
|
|||
Acquisitions, including purchase price adjustments
|
12.4
|
|
|
—
|
|
|
12.4
|
|
|||
Foreign currency adjustments
|
(16.3
|
)
|
|
—
|
|
|
(16.3
|
)
|
|||
Balance September 30, 2019
|
$
|
569.7
|
|
|
$
|
8.3
|
|
|
$
|
578.0
|
|
|
September 30,
|
||||||
|
2019
|
|
2018
|
||||
Currency translation
|
$
|
(64.7
|
)
|
|
$
|
(44.1
|
)
|
Pension and postretirement (net of taxes of $30.0 and $22.3)
|
(62.3
|
)
|
|
(41.0
|
)
|
||
Unrealized (loss) gain on derivative instruments (net of taxes of $0.7 and $0.3)
|
(13.6
|
)
|
|
0.9
|
|
||
Accumulated other comprehensive loss
|
$
|
(140.6
|
)
|
|
$
|
(84.2
|
)
|
|
Balance at September 30, 2018
|
|
Adjustments due to ASC 606
|
|
Balance at October 1, 2018
|
||||||
Assets
|
|
|
|
|
|
||||||
Receivables from long-term manufacturing contracts
|
$
|
120.3
|
|
|
$
|
1.9
|
|
|
$
|
122.2
|
|
Inventories
|
172.5
|
|
|
(1.6
|
)
|
|
170.9
|
|
|||
|
|
|
|
|
|
||||||
Liabilities
|
|
|
|
|
|
||||||
Deferred income taxes
|
$
|
76.4
|
|
|
$
|
0.1
|
|
|
$
|
76.5
|
|
|
|
|
|
|
|
||||||
Shareholders’ Equity
|
|
|
|
|
|
||||||
Retained earnings
|
$
|
531.0
|
|
|
$
|
0.2
|
|
|
$
|
531.2
|
|
|
Year Ended September 30, 2019
|
||||||||||
|
As Reported
|
|
Adjustments Due to ASC 606
|
|
Balances without Adoption
|
||||||
Net revenue
|
$
|
1,807.3
|
|
|
$
|
—
|
|
|
$
|
1,807.3
|
|
Cost of goods sold
|
1,184.3
|
|
|
—
|
|
|
1,184.3
|
|
|||
Gross profit
|
623.0
|
|
|
—
|
|
|
623.0
|
|
|||
Income before income taxes
|
176.7
|
|
|
—
|
|
|
176.7
|
|
|||
Consolidated net income
|
126.2
|
|
|
—
|
|
|
126.2
|
|
|
September 30, 2019
|
||||||||||
|
As Reported
|
|
Adjustments Due to ASC 606
|
|
Balances without Adoption
|
||||||
Assets
|
|
|
|
|
|
||||||
Receivables from long-term manufacturing contracts
|
$
|
181.1
|
|
|
$
|
(1.9
|
)
|
|
$
|
179.2
|
|
Inventories
|
176.6
|
|
|
1.7
|
|
|
178.3
|
|
|||
|
|
|
|
|
|
||||||
Liabilities
|
|
|
|
|
|
||||||
Deferred income taxes
|
$
|
73.6
|
|
|
$
|
—
|
|
|
$
|
73.6
|
|
|
|
|
|
|
|
||||||
Shareholders’ Equity
|
|
|
|
|
|
||||||
Retained earnings
|
$
|
599.5
|
|
|
$
|
(0.2
|
)
|
|
$
|
599.3
|
|
•
|
Hillenbrand elected not to adjust the promised amount of consideration for the effects of the time value of money for contracts in which the anticipated period between when Hillenbrand transfers the goods or services to the customer and when the customer pays is equal to one year or less.
|
•
|
Hillenbrand elected to account for shipping and handling activities that occur after the customer has obtained control of a good as fulfillment activities rather than as a promised service.
|
•
|
Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, and that are collected by the Company from a customer, are excluded from revenue.
|
|
Year Ended September 30, 2019
|
||||||||||
|
Process Equipment Group
|
|
Batesville
|
|
Total
|
||||||
Revenue by End Market
|
|
|
|
|
|
||||||
Plastics
|
$
|
785.7
|
|
|
$
|
—
|
|
|
$
|
785.7
|
|
Chemicals
|
111.6
|
|
|
—
|
|
|
111.6
|
|
|||
Food & Pharmaceuticals
|
81.0
|
|
|
—
|
|
|
81.0
|
|
|||
Minerals & Mining
|
83.2
|
|
|
—
|
|
|
83.2
|
|
|||
Water & Wastewater
|
32.7
|
|
|
—
|
|
|
32.7
|
|
|||
Death Care
|
—
|
|
|
532.9
|
|
|
532.9
|
|
|||
Other
|
180.2
|
|
|
—
|
|
|
180.2
|
|
|||
Total
|
$
|
1,274.4
|
|
|
$
|
532.9
|
|
|
$
|
1,807.3
|
|
|
Year Ended September 30, 2019
|
||||||||||
|
Process Equipment Group
|
|
Batesville
|
|
Total
|
||||||
Products and Services
|
|
|
|
|
|
||||||
Equipment
|
$
|
862.2
|
|
|
$
|
—
|
|
|
$
|
862.2
|
|
Parts and Services
|
412.2
|
|
|
—
|
|
|
412.2
|
|
|||
Death Care
|
—
|
|
|
532.9
|
|
|
532.9
|
|
|||
Total
|
$
|
1,274.4
|
|
|
$
|
532.9
|
|
|
$
|
1,807.3
|
|
|
Year Ended September 30, 2019
|
||||||||||
|
Process Equipment Group
|
|
Batesville
|
|
Total
|
||||||
Timing of Transfer
|
|
|
|
|
|
||||||
Point in Time
|
$
|
681.3
|
|
|
$
|
532.9
|
|
|
$
|
1,214.2
|
|
Over Time
|
593.1
|
|
|
—
|
|
|
593.1
|
|
|||
Total
|
$
|
1,274.4
|
|
|
$
|
532.9
|
|
|
$
|
1,807.3
|
|
|
September 30,
|
||||||
|
2019
|
|
2018
|
||||
$375 senior unsecured notes, net of discount (1)
|
$
|
370.1
|
|
|
$
|
—
|
|
$150 senior unsecured notes, net of discount (2)
|
149.7
|
|
|
149.3
|
|
||
$100 Series A Notes (3)
|
99.7
|
|
|
99.6
|
|
||
$900 revolving credit facility (excluding outstanding letters of credit)
|
—
|
|
|
95.7
|
|
||
Total debt
|
619.5
|
|
|
344.6
|
|
||
Less: current portion
|
—
|
|
|
—
|
|
||
Total long-term debt
|
$
|
619.5
|
|
|
$
|
344.6
|
|
|
|
Amount
|
||
2020 (1)
|
$
|
150.0
|
|
2021
|
—
|
|
|
2022
|
—
|
|
|
2023
|
—
|
|
|
2024
|
—
|
|
|
|
U.S. Pension Benefits
Year Ended September 30,
|
|
Non-U.S. Pension Benefits
Year Ended September 30,
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Service cost
|
$
|
2.3
|
|
|
$
|
2.7
|
|
|
$
|
3.6
|
|
|
$
|
1.2
|
|
|
$
|
1.4
|
|
|
$
|
1.3
|
|
Interest cost
|
9.8
|
|
|
8.7
|
|
|
8.8
|
|
|
1.2
|
|
|
1.1
|
|
|
0.7
|
|
||||||
Expected return on plan assets
|
(13.3
|
)
|
|
(14.0
|
)
|
|
(13.7
|
)
|
|
(0.5
|
)
|
|
(0.6
|
)
|
|
(0.5
|
)
|
||||||
Amortization of unrecognized prior service cost, net
|
0.1
|
|
|
0.2
|
|
|
0.4
|
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
||||||
Amortization of actuarial loss
|
1.2
|
|
|
3.2
|
|
|
3.6
|
|
|
0.9
|
|
|
0.7
|
|
|
1.1
|
|
||||||
Settlement expense
|
0.2
|
|
|
—
|
|
|
0.1
|
|
|
0.4
|
|
|
—
|
|
|
0.6
|
|
||||||
Net pension costs
|
$
|
0.3
|
|
|
$
|
0.8
|
|
|
$
|
2.8
|
|
|
$
|
3.3
|
|
|
$
|
2.7
|
|
|
$
|
3.3
|
|
|
U.S. Pension Benefits
September 30,
|
|
Non-U.S. Pension Benefits
September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Projected benefit obligation at beginning of year
|
$
|
267.0
|
|
|
$
|
281.8
|
|
|
$
|
126.3
|
|
|
$
|
133.4
|
|
Service cost
|
2.3
|
|
|
2.7
|
|
|
1.2
|
|
|
1.4
|
|
||||
Interest cost
|
9.8
|
|
|
8.7
|
|
|
1.2
|
|
|
1.1
|
|
||||
Actuarial (gain) loss
|
37.1
|
|
|
(14.7
|
)
|
|
22.6
|
|
|
0.4
|
|
||||
Benefits paid
|
(14.1
|
)
|
|
(11.5
|
)
|
|
(5.7
|
)
|
|
(5.2
|
)
|
||||
Gain due to settlement
|
(1.7
|
)
|
|
—
|
|
|
(2.2
|
)
|
|
(3.4
|
)
|
||||
Employee contributions
|
—
|
|
|
—
|
|
|
0.9
|
|
|
0.9
|
|
||||
Effect of exchange rates on projected benefit obligation
|
—
|
|
|
—
|
|
|
(6.5
|
)
|
|
(2.3
|
)
|
||||
Projected benefit obligation at end of year
|
300.4
|
|
|
267.0
|
|
|
137.8
|
|
|
126.3
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
253.3
|
|
|
262.4
|
|
|
31.9
|
|
|
31.4
|
|
||||
Actual return on plan assets
|
39.6
|
|
|
0.6
|
|
|
1.5
|
|
|
(0.1
|
)
|
||||
Employee and employer contributions
|
1.8
|
|
|
1.8
|
|
|
8.6
|
|
|
9.0
|
|
||||
Benefits paid
|
(14.1
|
)
|
|
(11.5
|
)
|
|
(5.7
|
)
|
|
(5.2
|
)
|
||||
Gain due to settlement
|
—
|
|
|
—
|
|
|
(2.2
|
)
|
|
(3.0
|
)
|
||||
Effect of exchange rates on plan assets
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
(0.2
|
)
|
||||
Fair value of plan assets at end of year
|
280.6
|
|
|
253.3
|
|
|
33.5
|
|
|
31.9
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Funded status:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Plan assets less than benefit obligations
|
$
|
(19.8
|
)
|
|
$
|
(13.7
|
)
|
|
$
|
(104.3
|
)
|
|
$
|
(94.4
|
)
|
|
|
|
|
|
|
|
|
||||||||
Amounts recorded in the consolidated balance sheets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Prepaid pension costs, non-current
|
$
|
7.7
|
|
|
$
|
12.0
|
|
|
$
|
—
|
|
|
$
|
2.2
|
|
Accrued pension costs, current portion
|
(2.0
|
)
|
|
(2.0
|
)
|
|
(6.0
|
)
|
|
(6.6
|
)
|
||||
Accrued pension costs, long-term portion
|
(25.5
|
)
|
|
(23.7
|
)
|
|
(98.3
|
)
|
|
(90.0
|
)
|
||||
Plan assets greater (less) than benefit obligations
|
$
|
(19.8
|
)
|
|
$
|
(13.7
|
)
|
|
$
|
(104.3
|
)
|
|
$
|
(94.4
|
)
|
|
U.S. Pension Benefits
September 30,
|
|
Non-U.S. Pension Benefits
September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Projected benefit obligation
|
$
|
27.4
|
|
|
$
|
25.7
|
|
|
$
|
102.3
|
|
|
$
|
96.6
|
|
Accumulated benefit obligation
|
27.4
|
|
|
25.7
|
|
|
102.3
|
|
|
96.6
|
|
||||
Fair value of plan assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
U.S. Pension Benefits
Year Ended September 30,
|
|
Non-U.S. Pension Benefits
Year Ended September 30,
|
||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||
Discount rate for obligation, end of year
|
3.1
|
%
|
|
4.2
|
%
|
|
3.7
|
%
|
|
0.3
|
%
|
|
1.2
|
%
|
|
1.1
|
%
|
Discount rate for expense, during the year
|
4.1
|
%
|
|
3.4
|
%
|
|
3.5
|
%
|
|
1.5
|
%
|
|
1.5
|
%
|
|
0.5
|
%
|
Expected rate of return on plan assets
|
5.2
|
%
|
|
5.6
|
%
|
|
5.6
|
%
|
|
1.5
|
%
|
|
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, 2019 Using Inputs Considered as:
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Non-U.S. Pension Plans
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash equivalents
|
$
|
4.3
|
|
|
$
|
4.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities
|
7.5
|
|
|
7.5
|
|
|
—
|
|
|
—
|
|
||||
Other types of investments:
|
|
|
|
|
|
|
|
||||||||
Government index funds
|
5.7
|
|
|
5.7
|
|
|
—
|
|
|
—
|
|
||||
Corporate bond funds
|
11.0
|
|
|
11.0
|
|
|
—
|
|
|
—
|
|
||||
Real estate and real estate funds
|
2.4
|
|
|
—
|
|
|
—
|
|
|
2.4
|
|
||||
Other
|
2.6
|
|
|
—
|
|
|
2.6
|
|
|
—
|
|
||||
Total Non-U.S. pension plan assets
|
$
|
33.5
|
|
|
$
|
28.5
|
|
|
$
|
2.6
|
|
|
$
|
2.4
|
|
|
U.S. Pension Plans
Projected Pension
Benefits Payout
|
|
Non-U.S. Pension Plans
Projected Pension
Benefits Payout
|
||||
2020
|
$
|
14.5
|
|
|
$
|
7.2
|
|
2021
|
14.8
|
|
|
6.9
|
|
||
2022
|
15.5
|
|
|
7.0
|
|
||
2023
|
15.9
|
|
|
7.1
|
|
||
2024
|
16.2
|
|
|
7.1
|
|
||
2025-2029
|
83.8
|
|
|
32.1
|
|
|
September 30,
|
||||||
|
2019
|
|
2018
|
||||
Benefit obligation at beginning of year
|
$
|
7.6
|
|
|
$
|
9.0
|
|
Interest cost
|
0.3
|
|
|
0.2
|
|
||
Service cost
|
0.2
|
|
|
0.3
|
|
||
Actuarial (gain) loss
|
1.0
|
|
|
(0.9
|
)
|
||
Net benefits paid
|
(0.9
|
)
|
|
(1.0
|
)
|
||
Benefit obligation at end of year
|
$
|
8.2
|
|
|
$
|
7.6
|
|
|
|
|
|
||||
Amounts recorded in the balance sheets:
|
|
|
|
|
|
||
Accrued postretirement benefits, current portion
|
$
|
0.7
|
|
|
$
|
0.8
|
|
Accrued postretirement benefits, long-term portion
|
7.5
|
|
|
6.8
|
|
||
Net amount recognized
|
$
|
8.2
|
|
|
$
|
7.6
|
|
|
Year Ended September 30,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Discount rate for obligation
|
2.8
|
%
|
|
4.0
|
%
|
|
3.3
|
%
|
Healthcare cost rate assumed for next year
|
6.9
|
%
|
|
7.1
|
%
|
|
7.6
|
%
|
Ultimate trend rate
|
4.5
|
%
|
|
4.5
|
%
|
|
4.5
|
%
|
|
Year Ended September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Domestic
|
$
|
44.1
|
|
|
$
|
33.7
|
|
|
$
|
108.2
|
|
Foreign
|
132.6
|
|
|
112.8
|
|
|
80.1
|
|
|||
Total earnings before income taxes
|
$
|
176.7
|
|
|
$
|
146.5
|
|
|
$
|
188.3
|
|
|
|
|
|
|
|
||||||
Income tax expense:
|
|
|
|
|
|
|
|
|
|||
Current provision:
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
11.1
|
|
|
$
|
38.2
|
|
|
$
|
0.5
|
|
State
|
4.5
|
|
|
6.7
|
|
|
(0.4
|
)
|
|||
Foreign
|
28.2
|
|
|
16.7
|
|
|
22.7
|
|
|||
Total current provision
|
43.8
|
|
|
61.6
|
|
|
22.8
|
|
|||
|
|
|
|
|
|
||||||
Deferred provision (benefit):
|
|
|
|
|
|
|
|
|
|||
Federal
|
(3.8
|
)
|
|
(7.5
|
)
|
|
32.0
|
|
|||
State
|
(0.2
|
)
|
|
0.5
|
|
|
5.0
|
|
|||
Foreign
|
10.7
|
|
|
10.7
|
|
|
0.1
|
|
|||
Total deferred provision (benefit)
|
6.7
|
|
|
3.7
|
|
|
37.1
|
|
|||
Income tax expense
|
$
|
50.5
|
|
|
$
|
65.3
|
|
|
$
|
59.9
|
|
|
Year Ended September 30,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Federal statutory rates
|
21.0
|
%
|
|
24.5
|
%
|
|
35.0
|
%
|
Adjustments resulting from the tax effect of:
|
|
|
|
|
|
|
|
|
State income taxes, net of federal benefit
|
1.6
|
|
|
2.4
|
|
|
1.6
|
|
Foreign income tax rate differential
|
4.1
|
|
|
(0.6
|
)
|
|
(5.8
|
)
|
Domestic manufacturer’s deduction
|
—
|
|
|
(1.2
|
)
|
|
(0.3
|
)
|
Share-based compensation
|
(1.2
|
)
|
|
(1.6
|
)
|
|
(1.1
|
)
|
Foreign distribution taxes
|
1.0
|
|
|
(1.7
|
)
|
|
2.7
|
|
Valuation allowance
|
(0.4
|
)
|
|
(0.7
|
)
|
|
(1.3
|
)
|
Goodwill impairment charge
|
—
|
|
|
11.2
|
|
|
—
|
|
Transition tax
|
—
|
|
|
17.8
|
|
|
—
|
|
Deferred tax impact of rate change
|
—
|
|
|
(9.4
|
)
|
|
—
|
|
Unrecognized tax benefits
|
1.9
|
|
|
2.1
|
|
|
—
|
|
Other, net
|
0.6
|
|
|
1.8
|
|
|
1.0
|
|
Effective income tax rate
|
28.6
|
%
|
|
44.6
|
%
|
|
31.8
|
%
|
|
September 30,
|
||||||
|
2019
|
|
2018
|
||||
Deferred tax assets:
|
|
|
|
|
|
||
Employee benefit accruals
|
$
|
40.6
|
|
|
$
|
29.0
|
|
Loss and tax credit carryforwards
|
11.3
|
|
|
23.1
|
|
||
Interest limitation carryforward
|
18.3
|
|
|
14.2
|
|
||
Rebates and other discounts
|
4.5
|
|
|
4.4
|
|
||
Self-insurance reserves
|
2.1
|
|
|
2.5
|
|
||
Inventory, net
|
2.8
|
|
|
2.0
|
|
||
Other, net
|
15.1
|
|
|
8.5
|
|
||
Total deferred tax assets before valuation allowance
|
94.7
|
|
|
83.7
|
|
||
Less valuation allowance
|
(0.9
|
)
|
|
(1.8
|
)
|
||
Total deferred tax assets, net
|
93.8
|
|
|
81.9
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
||
Depreciation
|
(10.8
|
)
|
|
(8.3
|
)
|
||
Amortization
|
(105.0
|
)
|
|
(105.3
|
)
|
||
Long-term contracts and customer prepayments
|
(46.8
|
)
|
|
(38.9
|
)
|
||
Unremitted earnings of foreign operations
|
(1.2
|
)
|
|
(0.5
|
)
|
||
Other, net
|
(0.9
|
)
|
|
(1.8
|
)
|
||
Total deferred tax liabilities
|
(164.7
|
)
|
|
(154.8
|
)
|
||
Deferred tax liabilities, net
|
$
|
(70.9
|
)
|
|
$
|
(72.9
|
)
|
|
|
|
|
||||
Amounts recorded in the balance sheets:
|
|
|
|
|
|
||
Deferred tax assets, non-current
|
2.7
|
|
|
3.5
|
|
||
Deferred tax liabilities, non-current
|
(73.6
|
)
|
|
(76.4
|
)
|
||
Total
|
$
|
(70.9
|
)
|
|
$
|
(72.9
|
)
|
|
September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at September 30
|
$
|
12.1
|
|
|
$
|
9.9
|
|
|
$
|
7.7
|
|
Additions for tax positions related to the current year
|
0.3
|
|
|
0.3
|
|
|
0.7
|
|
|||
Additions for tax positions of prior years
|
4.0
|
|
|
2.8
|
|
|
3.4
|
|
|||
Reductions for tax positions of prior years
|
(0.4
|
)
|
|
(0.6
|
)
|
|
(1.5
|
)
|
|||
Settlements
|
(6.3
|
)
|
|
(0.3
|
)
|
|
(0.4
|
)
|
|||
Balance at September 30
|
$
|
9.7
|
|
|
$
|
12.1
|
|
|
$
|
9.9
|
|
|
Year Ended September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net income(1)
|
$
|
121.4
|
|
|
$
|
76.6
|
|
|
$
|
126.2
|
|
Weighted average shares outstanding — basic (in millions)
|
62.9
|
|
|
63.1
|
|
|
63.6
|
|
|||
Effect of dilutive stock options and unvested time-based
restricted stock (in millions)
|
0.4
|
|
|
0.7
|
|
|
0.4
|
|
|||
Weighted average shares outstanding — diluted (in millions)
|
63.3
|
|
|
63.8
|
|
|
64.0
|
|
|||
|
|
|
|
|
|
|
|
|
|||
Earnings per share — basic
|
$
|
1.93
|
|
|
$
|
1.21
|
|
|
$
|
1.99
|
|
Earnings per share — diluted
|
$
|
1.92
|
|
|
$
|
1.20
|
|
|
$
|
1.97
|
|
|
|
|
|
|
|
||||||
Shares with anti-dilutive effect excluded from the computation
of diluted earnings per share (millions)
|
0.8
|
|
|
0.3
|
|
|
0.4
|
|
|
|
Year Ended September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Stock-based compensation cost
|
$
|
12.0
|
|
|
$
|
12.1
|
|
|
$
|
10.5
|
|
Less impact of income tax
|
2.8
|
|
|
2.9
|
|
|
3.8
|
|
|||
Stock-based compensation cost, net of tax
|
$
|
9.2
|
|
|
$
|
9.2
|
|
|
$
|
6.7
|
|
|
Year Ended September 30,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Risk-free interest rate
|
2.9
|
%
|
|
2.4
|
%
|
|
1.9
|
%
|
Weighted-average dividend yield
|
2.0
|
%
|
|
1.8
|
%
|
|
2.2
|
%
|
Weighted-average volatility factor
|
27.5
|
%
|
|
28.0
|
%
|
|
28.8
|
%
|
Expected life (years)
|
5.7
|
|
|
5.6
|
|
|
5.8
|
|
|
|
Number of Shares
|
|
Weighted-Average
Grant Date Fair Value
|
|||
Time-Based Stock Awards
|
|
|
|||||
Non-vested time-based stock awards at September 30, 2018
|
|
92,578
|
|
|
$
|
38.19
|
|
Granted
|
|
29,651
|
|
|
41.09
|
|
|
Vested
|
|
(37,992
|
)
|
|
34.33
|
|
|
Forfeited
|
|
(15,307
|
)
|
|
39.90
|
|
|
Non-vested time-based stock awards at September 30, 2019
|
|
68,930
|
|
|
$
|
41.19
|
|
|
|
Number of Shares
|
|
Weighted-Average
Grant Date Fair Value
|
|||
Performance-Based Stock Awards
|
|
|
|||||
Non-vested performance-based stock awards at September 30, 2018
|
|
480,135
|
|
|
$
|
45.93
|
|
Granted
|
|
338,732
|
|
|
41.82
|
|
|
Vested
|
|
(134,140
|
)
|
|
37.59
|
|
|
Forfeited
|
|
(164,582
|
)
|
|
42.75
|
|
|
Non-vested performance-based stock awards at September 30, 2019
|
|
520,145
|
|
|
$
|
46.41
|
|
|
Pension and
Postretirement
|
|
Currency
Translation
|
|
Net
Unrealized
Gain (Loss) on
Derivative
Instruments
|
|
Total
Attributable
to
Hillenbrand,
Inc.
|
|
Noncontrolling
Interests
|
|
Total
|
||||||||||||
Balance at September 30, 2018
|
$
|
(41.0
|
)
|
|
$
|
(44.1
|
)
|
|
$
|
0.9
|
|
|
$
|
(84.2
|
)
|
|
|
|
|
|
|
||
Other comprehensive income before reclassifications
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Before tax amount
|
(30.7
|
)
|
|
(20.6
|
)
|
|
(20.6
|
)
|
|
(71.9
|
)
|
|
$
|
—
|
|
|
$
|
(71.9
|
)
|
||||
Tax benefit
|
8.2
|
|
|
—
|
|
|
1.6
|
|
|
9.8
|
|
|
—
|
|
|
9.8
|
|
||||||
After tax amount
|
(22.5
|
)
|
|
(20.6
|
)
|
|
(19.0
|
)
|
|
(62.1
|
)
|
|
—
|
|
|
(62.1
|
)
|
||||||
Amounts reclassified from accumulated other comprehensive income (loss)(1)
|
1.2
|
|
|
—
|
|
|
4.5
|
|
|
5.7
|
|
|
—
|
|
|
5.7
|
|
||||||
Net current period other comprehensive income (loss)
|
(21.3
|
)
|
|
(20.6
|
)
|
|
(14.5
|
)
|
|
(56.4
|
)
|
|
$
|
—
|
|
|
$
|
(56.4
|
)
|
||||
Balance at September 30, 2019
|
$
|
(62.3
|
)
|
|
$
|
(64.7
|
)
|
|
$
|
(13.6
|
)
|
|
$
|
(140.6
|
)
|
|
|
|
|
|
|
|
|
Year Ended September 30, 2019
|
||||||||||||||
|
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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
Cost of goods sold
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
(0.8
|
)
|
||||
Other (expense) income, net
|
1.7
|
|
|
—
|
|
|
6.5
|
|
|
8.2
|
|
||||
Total before tax
|
$
|
1.7
|
|
|
$
|
—
|
|
|
$
|
5.9
|
|
|
7.6
|
|
|
Tax benefit
|
|
|
|
|
|
|
|
|
|
(1.9
|
)
|
||||
Total reclassifications for the period, net of tax
|
|
|
|
|
|
|
|
|
|
$
|
5.7
|
|
|
|
Pension and
Postretirement
|
|
Currency
Translation
|
|
Net
Unrealized
Gain (Loss) on
Derivative
Instruments
|
|
Total
Attributable
to
Hillenbrand,
Inc.
|
|
Noncontrolling
Interests
|
|
Total
|
||||||||||||
Balance at September 30, 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 (loss)(1)
|
3.0
|
|
|
—
|
|
|
(1.3
|
)
|
|
1.7
|
|
|
—
|
|
|
1.7
|
|
||||||
Net current period other comprehensive income (loss)
|
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
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
||||
Other (expense) income, net
|
3.6
|
|
|
0.2
|
|
|
(2.3
|
)
|
|
1.5
|
|
||||
Total before tax
|
$
|
3.6
|
|
|
$
|
0.2
|
|
|
$
|
(1.9
|
)
|
|
1.9
|
|
|
Tax benefit
|
|
|
|
|
|
|
|
|
|
(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 (loss)(1)
|
3.4
|
|
|
—
|
|
|
(0.3
|
)
|
|
3.1
|
|
|
—
|
|
|
3.1
|
|
||||||
Net current period other comprehensive 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
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
(0.5
|
)
|
||||
Other (expense) income, net
|
4.6
|
|
|
0.4
|
|
|
0.1
|
|
|
5.1
|
|
||||
Total before tax
|
$
|
4.6
|
|
|
$
|
0.4
|
|
|
$
|
(0.5
|
)
|
|
4.5
|
|
|
Tax benefit
|
|
|
|
|
|
|
|
|
|
(1.4
|
)
|
||||
Total reclassifications for the period, net of tax
|
|
|
|
|
|
|
|
|
|
$
|
3.1
|
|
|
|
Amount
|
||
2020
|
$
|
25.5
|
|
2021
|
23.5
|
|
|
2022
|
20.6
|
|
|
2023
|
16.3
|
|
|
2024
|
9.5
|
|
|
Thereafter
|
28.0
|
|
|
|
$
|
123.4
|
|
|
Year Ended September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Foreign currency exchange gain (loss), net
|
$
|
0.2
|
|
|
$
|
(1.2
|
)
|
|
$
|
(1.4
|
)
|
(Loss) gain on settlement of interest rate swaps(1)
|
(6.4
|
)
|
|
2.3
|
|
|
—
|
|
|||
Other, net
|
(0.5
|
)
|
|
(0.9
|
)
|
|
(3.2
|
)
|
|||
Other (expense) income, net
|
$
|
(6.7
|
)
|
|
$
|
0.2
|
|
|
$
|
(4.6
|
)
|
|
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 9/30/2019 |
|
Fair Value at September 30, 2019
|
||||||||||||
|
|
Using Inputs Considered as:
|
|||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
399.0
|
|
|
$
|
399.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Investments in rabbi trust
|
4.2
|
|
|
4.2
|
|
|
—
|
|
|
—
|
|
||||
Derivative instruments
|
2.5
|
|
|
—
|
|
|
2.5
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
2019 Notes
|
374.4
|
|
|
380.6
|
|
|
—
|
|
|
—
|
|
||||
2010 Notes
|
149.9
|
|
|
152.8
|
|
|
—
|
|
|
—
|
|
||||
Series A Notes
|
100.0
|
|
|
—
|
|
|
108.5
|
|
|
—
|
|
||||
Derivative instruments
|
2.6
|
|
|
—
|
|
|
2.6
|
|
|
—
|
|
|
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:
|
|
|
|
|
|
|
|
|
|
|
|
||||
2010 Notes
|
149.7
|
|
|
154.9
|
|
|
—
|
|
|
—
|
|
||||
Revolver
|
95.7
|
|
|
—
|
|
|
95.7
|
|
|
—
|
|
||||
Series A Notes
|
100.0
|
|
|
—
|
|
|
102.4
|
|
|
—
|
|
||||
Derivative instruments
|
2.2
|
|
|
—
|
|
|
2.2
|
|
|
—
|
|
•
|
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 2019 Notes and 2010 Notes were based on quoted prices in an active market.
|
•
|
The fair values of the Revolver 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 or Series A Notes.
|
|
Year Ended September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net revenue
|
|
|
|
|
|
|
|
|
|||
Process Equipment Group
|
$
|
1,274.4
|
|
|
$
|
1,219.5
|
|
|
$
|
1,028.2
|
|
Batesville
|
532.9
|
|
|
550.6
|
|
|
562.0
|
|
|||
Total net revenue
|
$
|
1,807.3
|
|
|
$
|
1,770.1
|
|
|
$
|
1,590.2
|
|
|
|
|
|
|
|
||||||
Adjusted EBITDA
|
|
|
|
|
|
|
|
||||
Process Equipment Group
|
$
|
223.3
|
|
|
$
|
215.8
|
|
|
$
|
177.7
|
|
Batesville
|
114.2
|
|
|
120.8
|
|
|
141.9
|
|
|||
Corporate
|
(42.2
|
)
|
|
(42.3
|
)
|
|
(38.6
|
)
|
|||
|
|
|
|
|
|
||||||
Net revenue(1)
|
|
|
|
|
|
|
|
||||
United States
|
$
|
892.5
|
|
|
$
|
926.4
|
|
|
$
|
896.1
|
|
Germany
|
568.7
|
|
|
512.5
|
|
|
425.6
|
|
|||
All other foreign business units
|
346.1
|
|
|
331.2
|
|
|
268.5
|
|
|||
Total revenue
|
$
|
1,807.3
|
|
|
$
|
1,770.1
|
|
|
$
|
1,590.2
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|||
Process Equipment Group
|
$
|
45.5
|
|
|
$
|
42.8
|
|
|
$
|
41.3
|
|
Batesville
|
10.7
|
|
|
11.9
|
|
|
13.8
|
|
|||
Corporate
|
2.3
|
|
|
1.8
|
|
|
1.5
|
|
|||
Total depreciation and amortization
|
$
|
58.5
|
|
|
$
|
56.5
|
|
|
$
|
56.6
|
|
|
|
September 30,
|
||||||
|
2019
|
|
2018
|
||||
Total assets assigned
|
|
|
|
|
|
||
Process Equipment Group
|
$
|
1,729.1
|
|
|
$
|
1,638.8
|
|
Batesville
|
186.1
|
|
|
191.8
|
|
||
Corporate
|
313.4
|
|
|
34.0
|
|
||
Total assets
|
$
|
2,228.6
|
|
|
$
|
1,864.6
|
|
|
|
|
|
||||
Tangible long-lived assets, net
|
|
|
|
|
|||
United States
|
$
|
75.8
|
|
|
$
|
76.6
|
|
Germany
|
40.2
|
|
|
40.7
|
|
||
All other foreign business units
|
24.3
|
|
|
24.7
|
|
||
Tangible long-lived assets, net
|
$
|
140.3
|
|
|
$
|
142.0
|
|
|
Year Ended September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|||
Process Equipment Group
|
$
|
223.3
|
|
|
$
|
215.8
|
|
|
$
|
177.7
|
|
Batesville
|
114.2
|
|
|
120.8
|
|
|
141.9
|
|
|||
Corporate
|
(42.2
|
)
|
|
(42.3
|
)
|
|
(38.6
|
)
|
|||
Less:
|
|
|
|
|
|
|
|
|
|||
Interest income
|
(1.1
|
)
|
|
(1.4
|
)
|
|
(0.9
|
)
|
|||
Interest expense
|
27.4
|
|
|
23.3
|
|
|
25.2
|
|
|||
Income tax expense
|
50.5
|
|
|
65.3
|
|
|
59.9
|
|
|||
Depreciation and amortization
|
58.5
|
|
|
56.5
|
|
|
56.6
|
|
|||
Business acquisition, development, and integration costs
|
16.6
|
|
|
3.5
|
|
|
1.1
|
|
|||
Restructuring and restructuring related charges
|
10.6
|
|
|
2.5
|
|
|
10.7
|
|
|||
Loss on settlement of interest rate swaps
|
6.4
|
|
|
—
|
|
|
—
|
|
|||
Inventory step-up
|
0.2
|
|
|
—
|
|
|
—
|
|
|||
Impairment charges
|
—
|
|
|
63.4
|
|
|
—
|
|
|||
Consolidated net income
|
$
|
126.2
|
|
|
$
|
81.2
|
|
|
$
|
128.4
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net revenue
|
$
|
410.3
|
|
|
$
|
464.6
|
|
|
$
|
446.6
|
|
|
$
|
485.8
|
|
Gross profit
|
147.0
|
|
|
160.9
|
|
|
148.4
|
|
|
166.7
|
|
||||
Net income (1)
|
28.3
|
|
|
38.0
|
|
|
30.4
|
|
|
24.7
|
|
||||
Earnings per share — basic
|
0.45
|
|
|
0.60
|
|
|
0.48
|
|
|
0.39
|
|
||||
Earnings per share —diluted
|
0.45
|
|
|
0.60
|
|
|
0.48
|
|
|
0.39
|
|
||||
|
|
|
|
|
|
|
|
||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net revenue
|
$
|
397.2
|
|
|
$
|
452.2
|
|
|
$
|
446.0
|
|
|
$
|
474.7
|
|
Gross profit
|
146.2
|
|
|
168.6
|
|
|
163.5
|
|
|
163.8
|
|
||||
Net income (loss) (1) (2)
|
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
|
|
|
|
Year Ended September 30, 2019
|
|
Year Ended September 30, 2018
|
|
Year Ended September 30, 2017
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
|
Parent
|
|
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
|
Parent
|
|
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||||||||||||||||||||
Net revenue
|
$
|
—
|
|
|
$
|
893.7
|
|
|
$
|
1,144.1
|
|
|
$
|
(230.5
|
)
|
|
$
|
1,807.3
|
|
|
$
|
—
|
|
|
$
|
937.0
|
|
|
$
|
1,052.9
|
|
|
$
|
(219.8
|
)
|
|
$
|
1,770.1
|
|
|
$
|
—
|
|
|
$
|
901.4
|
|
|
$
|
904.7
|
|
|
$
|
(215.9
|
)
|
|
$
|
1,590.2
|
|
Cost of goods sold
|
—
|
|
|
493.7
|
|
|
814.7
|
|
|
(124.1
|
)
|
|
1,184.3
|
|
|
—
|
|
|
498.7
|
|
|
742.3
|
|
|
(113.0
|
)
|
|
1,128.0
|
|
|
—
|
|
|
468.4
|
|
|
646.8
|
|
|
(115.8
|
)
|
|
999.4
|
|
|||||||||||||||
Gross profit
|
—
|
|
|
400.0
|
|
|
329.4
|
|
|
(106.4
|
)
|
|
623.0
|
|
|
—
|
|
|
438.3
|
|
|
310.6
|
|
|
(106.8
|
)
|
|
642.1
|
|
|
—
|
|
|
433.0
|
|
|
257.9
|
|
|
(100.1
|
)
|
|
590.8
|
|
|||||||||||||||
Operating expenses
|
61.2
|
|
|
242.2
|
|
|
182.7
|
|
|
(106.4
|
)
|
|
379.7
|
|
|
54.2
|
|
|
248.2
|
|
|
183.3
|
|
|
(106.8
|
)
|
|
378.9
|
|
|
41.6
|
|
|
238.1
|
|
|
163.9
|
|
|
(100.1
|
)
|
|
343.5
|
|
|||||||||||||||
Amortization expense
|
—
|
|
|
13.3
|
|
|
19.2
|
|
|
—
|
|
|
32.5
|
|
|
—
|
|
|
13.4
|
|
|
16.8
|
|
|
—
|
|
|
30.2
|
|
|
—
|
|
|
13.5
|
|
|
15.7
|
|
|
—
|
|
|
29.2
|
|
|||||||||||||||
Impairment charge
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
63.4
|
|
|
—
|
|
|
—
|
|
|
63.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||||||
Interest expense
|
23.8
|
|
|
0.2
|
|
|
3.4
|
|
|
—
|
|
|
27.4
|
|
|
20.3
|
|
|
1.1
|
|
|
1.9
|
|
|
—
|
|
|
23.3
|
|
|
21.8
|
|
|
—
|
|
|
3.4
|
|
|
—
|
|
|
25.2
|
|
|||||||||||||||
Other (expense) income, net
|
(7.2
|
)
|
|
(0.3
|
)
|
|
0.8
|
|
|
—
|
|
|
(6.7
|
)
|
|
1.5
|
|
|
(0.3
|
)
|
|
(1.0
|
)
|
|
—
|
|
|
0.2
|
|
|
(1.4
|
)
|
|
(2.0
|
)
|
|
(1.2
|
)
|
|
—
|
|
|
(4.6
|
)
|
|||||||||||||||
Equity in net income (loss) of subsidiaries
|
191.4
|
|
|
12.5
|
|
|
—
|
|
|
(203.9
|
)
|
|
—
|
|
|
139.3
|
|
|
9.1
|
|
|
—
|
|
|
(148.4
|
)
|
|
—
|
|
|
164.4
|
|
|
8.2
|
|
|
—
|
|
|
(172.6
|
)
|
|
—
|
|
|||||||||||||||
Income (loss) before income taxes
|
99.2
|
|
|
156.5
|
|
|
124.9
|
|
|
(203.9
|
)
|
|
176.7
|
|
|
66.3
|
|
|
121.0
|
|
|
107.6
|
|
|
(148.4
|
)
|
|
146.5
|
|
|
99.6
|
|
|
187.6
|
|
|
73.7
|
|
|
(172.6
|
)
|
|
188.3
|
|
|||||||||||||||
Income tax expense (benefit)
|
(22.2
|
)
|
|
34.3
|
|
|
38.4
|
|
|
—
|
|
|
50.5
|
|
|
(10.3
|
)
|
|
48.3
|
|
|
27.3
|
|
|
—
|
|
|
65.3
|
|
|
(26.6
|
)
|
|
65.9
|
|
|
20.6
|
|
|
—
|
|
|
59.9
|
|
|||||||||||||||
Consolidated net income
|
121.4
|
|
|
122.2
|
|
|
86.5
|
|
|
(203.9
|
)
|
|
126.2
|
|
|
76.6
|
|
|
72.7
|
|
|
80.3
|
|
|
(148.4
|
)
|
|
81.2
|
|
|
126.2
|
|
|
121.7
|
|
|
53.1
|
|
|
(172.6
|
)
|
|
128.4
|
|
|||||||||||||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
4.8
|
|
|
—
|
|
|
4.8
|
|
|
—
|
|
|
—
|
|
|
4.6
|
|
|
—
|
|
|
4.6
|
|
|
—
|
|
|
—
|
|
|
2.2
|
|
|
—
|
|
|
2.2
|
|
|||||||||||||||
Net income (loss)(1)
|
$
|
121.4
|
|
|
$
|
122.2
|
|
|
$
|
81.7
|
|
|
$
|
(203.9
|
)
|
|
$
|
121.4
|
|
|
$
|
76.6
|
|
|
$
|
72.7
|
|
|
$
|
75.7
|
|
|
$
|
(148.4
|
)
|
|
$
|
76.6
|
|
|
$
|
126.2
|
|
|
$
|
121.7
|
|
|
$
|
50.9
|
|
|
$
|
(172.6
|
)
|
|
$
|
126.2
|
|
Consolidated comprehensive income (loss)
|
$
|
65.0
|
|
|
$
|
108.6
|
|
|
$
|
51.2
|
|
|
$
|
(155.0
|
)
|
|
$
|
69.8
|
|
|
$
|
73.6
|
|
|
$
|
77.1
|
|
|
$
|
72.1
|
|
|
$
|
(145.3
|
)
|
|
$
|
77.5
|
|
|
$
|
174.8
|
|
|
$
|
131.8
|
|
|
$
|
86.4
|
|
|
$
|
(215.8
|
)
|
|
$
|
177.2
|
|
Less: Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
4.8
|
|
|
—
|
|
|
4.8
|
|
|
—
|
|
|
—
|
|
|
3.9
|
|
|
—
|
|
|
3.9
|
|
|
—
|
|
|
—
|
|
|
2.4
|
|
|
—
|
|
|
2.4
|
|
|||||||||||||||
Comprehensive income (loss)(2)
|
$
|
65.0
|
|
|
$
|
108.6
|
|
|
$
|
46.4
|
|
|
$
|
(155.0
|
)
|
|
$
|
65.0
|
|
|
$
|
73.6
|
|
|
$
|
77.1
|
|
|
$
|
68.2
|
|
|
$
|
(145.3
|
)
|
|
$
|
73.6
|
|
|
$
|
174.8
|
|
|
$
|
131.8
|
|
|
$
|
84.0
|
|
|
$
|
(215.8
|
)
|
|
$
|
174.8
|
|
|
|
September 30, 2019
|
|
September 30, 2018
|
||||||||||||||||||||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
|
Parent
|
|
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||||||||||
Cash and cash equivalents
|
$
|
283.1
|
|
|
$
|
9.6
|
|
|
$
|
106.3
|
|
|
$
|
—
|
|
|
$
|
399.0
|
|
|
$
|
1.1
|
|
|
$
|
5.8
|
|
|
$
|
49.1
|
|
|
$
|
—
|
|
|
$
|
56.0
|
|
Trade receivables, net
|
—
|
|
|
113.6
|
|
|
103.8
|
|
|
—
|
|
|
217.4
|
|
|
—
|
|
|
124.5
|
|
|
94.0
|
|
|
—
|
|
|
218.5
|
|
||||||||||
Receivables from long-term manufacturing contracts
|
—
|
|
|
9.8
|
|
|
171.3
|
|
|
—
|
|
|
181.1
|
|
|
—
|
|
|
5.3
|
|
|
115.0
|
|
|
—
|
|
|
120.3
|
|
||||||||||
Inventories
|
—
|
|
|
78.2
|
|
|
101.2
|
|
|
(2.8
|
)
|
|
176.6
|
|
|
—
|
|
|
76.7
|
|
|
98.6
|
|
|
(2.8
|
)
|
|
172.5
|
|
||||||||||
Prepaid expense
|
2.5
|
|
|
4.1
|
|
|
20.1
|
|
|
—
|
|
|
26.7
|
|
|
2.7
|
|
|
7.0
|
|
|
15.5
|
|
|
—
|
|
|
25.2
|
|
||||||||||
Intercompany receivables
|
—
|
|
|
1,179.7
|
|
|
—
|
|
|
(1,179.7
|
)
|
|
—
|
|
|
—
|
|
|
1,131.1
|
|
|
79.1
|
|
|
(1,210.2
|
)
|
|
—
|
|
||||||||||
Other current assets
|
—
|
|
|
2.0
|
|
|
20.0
|
|
|
0.4
|
|
|
22.4
|
|
|
—
|
|
|
3.2
|
|
|
14.6
|
|
|
0.3
|
|
|
18.1
|
|
||||||||||
Total current assets
|
285.6
|
|
|
1,397.0
|
|
|
522.7
|
|
|
(1,182.1
|
)
|
|
1,023.2
|
|
|
3.8
|
|
|
1,353.6
|
|
|
465.9
|
|
|
(1,212.7
|
)
|
|
610.6
|
|
||||||||||
Property, plant, and equipment, net
|
3.8
|
|
|
61.2
|
|
|
75.3
|
|
|
—
|
|
|
140.3
|
|
|
3.8
|
|
|
60.2
|
|
|
78.0
|
|
|
—
|
|
|
142.0
|
|
||||||||||
Intangible assets, net
|
2.4
|
|
|
181.4
|
|
|
271.1
|
|
|
—
|
|
|
454.9
|
|
|
3.2
|
|
|
196.0
|
|
|
288.1
|
|
|
—
|
|
|
487.3
|
|
||||||||||
Goodwill
|
—
|
|
|
225.0
|
|
|
353.0
|
|
|
—
|
|
|
578.0
|
|
|
—
|
|
|
225.0
|
|
|
356.9
|
|
|
—
|
|
|
581.9
|
|
||||||||||
Investment in consolidated subsidiaries
|
2,266.4
|
|
|
655.2
|
|
|
—
|
|
|
(2,921.6
|
)
|
|
—
|
|
|
2,263.1
|
|
|
653.9
|
|
|
—
|
|
|
(2,917.0
|
)
|
|
—
|
|
||||||||||
Other assets
|
33.8
|
|
|
20.5
|
|
|
3.1
|
|
|
(25.2
|
)
|
|
32.2
|
|
|
15.7
|
|
|
28.2
|
|
|
5.9
|
|
|
(7.0
|
)
|
|
42.8
|
|
||||||||||
Total Assets
|
$
|
2,592.0
|
|
|
$
|
2,540.3
|
|
|
$
|
1,225.2
|
|
|
$
|
(4,128.9
|
)
|
|
$
|
2,228.6
|
|
|
$
|
2,289.6
|
|
|
$
|
2,516.9
|
|
|
$
|
1,194.8
|
|
|
$
|
(4,136.7
|
)
|
|
$
|
1,864.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Trade accounts payable
|
$
|
2.6
|
|
|
$
|
59.0
|
|
|
$
|
174.6
|
|
|
$
|
—
|
|
|
$
|
236.2
|
|
|
$
|
—
|
|
|
$
|
62.4
|
|
|
$
|
134.4
|
|
|
$
|
—
|
|
|
$
|
196.8
|
|
Liabilities from long-term manufacturing contracts and advances
|
—
|
|
|
13.5
|
|
|
144.7
|
|
|
—
|
|
|
158.2
|
|
|
—
|
|
|
26.6
|
|
|
99.3
|
|
|
—
|
|
|
125.9
|
|
||||||||||
Accrued compensation
|
6.9
|
|
|
20.8
|
|
|
45.5
|
|
|
—
|
|
|
73.2
|
|
|
7.2
|
|
|
20.1
|
|
|
44.6
|
|
|
—
|
|
|
71.9
|
|
||||||||||
Intercompany payables
|
1,167.0
|
|
|
10.2
|
|
|
5.3
|
|
|
(1,182.5
|
)
|
|
—
|
|
|
1,206.2
|
|
|
6.1
|
|
|
—
|
|
|
(1,212.3
|
)
|
|
—
|
|
||||||||||
Other current liabilities
|
19.2
|
|
|
45.0
|
|
|
67.1
|
|
|
(9.6
|
)
|
|
121.7
|
|
|
19.4
|
|
|
38.9
|
|
|
78.1
|
|
|
0.7
|
|
|
137.1
|
|
||||||||||
Total current liabilities
|
1,195.7
|
|
|
148.5
|
|
|
437.2
|
|
|
(1,192.1
|
)
|
|
589.3
|
|
|
1,232.8
|
|
|
154.1
|
|
|
356.4
|
|
|
(1,211.6
|
)
|
|
531.7
|
|
||||||||||
Long-term debt
|
619.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
619.5
|
|
|
300.2
|
|
|
—
|
|
|
44.4
|
|
|
—
|
|
|
344.6
|
|
||||||||||
Accrued pension and postretirement healthcare
|
0.8
|
|
|
32.1
|
|
|
98.4
|
|
|
—
|
|
|
131.3
|
|
|
0.7
|
|
|
29.8
|
|
|
90.0
|
|
|
—
|
|
|
120.5
|
|
||||||||||
Deferred income taxes
|
—
|
|
|
24.0
|
|
|
64.8
|
|
|
(15.2
|
)
|
|
73.6
|
|
|
0.7
|
|
|
22.9
|
|
|
60.9
|
|
|
(8.1
|
)
|
|
76.4
|
|
||||||||||
Other long-term liabilities
|
21.9
|
|
|
12.5
|
|
|
10.7
|
|
|
—
|
|
|
45.1
|
|
|
24.1
|
|
|
14.3
|
|
|
8.9
|
|
|
—
|
|
|
47.3
|
|
||||||||||
Total Liabilities
|
1,837.9
|
|
|
217.1
|
|
|
611.1
|
|
|
(1,207.3
|
)
|
|
1,458.8
|
|
|
1,558.5
|
|
|
221.1
|
|
|
560.6
|
|
|
(1,219.7
|
)
|
|
1,120.5
|
|
||||||||||
Total Hillenbrand Shareholders’ Equity
|
754.1
|
|
|
2,323.2
|
|
|
598.4
|
|
|
(2,921.6
|
)
|
|
754.1
|
|
|
731.1
|
|
|
2,295.8
|
|
|
621.2
|
|
|
(2,917.0
|
)
|
|
731.1
|
|
||||||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
15.7
|
|
|
—
|
|
|
15.7
|
|
|
—
|
|
|
—
|
|
|
13.0
|
|
|
—
|
|
|
13.0
|
|
||||||||||
Total Equity
|
754.1
|
|
|
2,323.2
|
|
|
614.1
|
|
|
(2,921.6
|
)
|
|
769.8
|
|
|
731.1
|
|
|
2,295.8
|
|
|
634.2
|
|
|
(2,917.0
|
)
|
|
744.1
|
|
||||||||||
Total Liabilities and Equity
|
$
|
2,592.0
|
|
|
$
|
2,540.3
|
|
|
$
|
1,225.2
|
|
|
$
|
(4,128.9
|
)
|
|
$
|
2,228.6
|
|
|
$
|
2,289.6
|
|
|
$
|
2,516.9
|
|
|
$
|
1,194.8
|
|
|
$
|
(4,136.7
|
)
|
|
$
|
1,864.6
|
|
|
Year Ended September 30, 2019
|
|
Year Ended September 30, 2018
|
|
Year Ended September 30, 2017
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
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
|
$
|
22.1
|
|
|
$
|
114.5
|
|
|
$
|
148.7
|
|
|
$
|
(106.4
|
)
|
|
$
|
178.9
|
|
|
$
|
221.6
|
|
|
$
|
127.8
|
|
|
$
|
23.2
|
|
|
$
|
(124.3
|
)
|
|
$
|
248.3
|
|
|
$
|
79.9
|
|
|
$
|
126.7
|
|
|
$
|
168.3
|
|
|
$
|
(128.7
|
)
|
|
$
|
246.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Capital expenditures
|
(1.5
|
)
|
|
(10.9
|
)
|
|
(13.1
|
)
|
|
—
|
|
|
(25.5
|
)
|
|
(1.7
|
)
|
|
(12.1
|
)
|
|
(13.2
|
)
|
|
—
|
|
|
(27.0
|
)
|
|
(0.7
|
)
|
|
(9.7
|
)
|
|
(11.6
|
)
|
|
—
|
|
|
(22.0
|
)
|
|||||||||||||||
Proceeds from sales of property, plant, and equipment
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
3.4
|
|
|
0.3
|
|
|
—
|
|
|
3.7
|
|
|
—
|
|
|
5.3
|
|
|
0.4
|
|
|
—
|
|
|
5.7
|
|
|||||||||||||||
Acquisition of business, net of cash acquired
|
—
|
|
|
—
|
|
|
(25.9
|
)
|
|
—
|
|
|
(25.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||||||
Return of investment capital from affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.2
|
|
|||||||||||||||
Other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|||||||||||||||
Net cash provided by (used in) investing activities
|
(1.5
|
)
|
|
(10.7
|
)
|
|
(39.0
|
)
|
|
—
|
|
|
(51.2
|
)
|
|
(1.7
|
)
|
|
(8.8
|
)
|
|
(12.9
|
)
|
|
—
|
|
|
(23.4
|
)
|
|
2.5
|
|
|
(4.8
|
)
|
|
(11.2
|
)
|
|
—
|
|
|
(13.5
|
)
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Proceeds from long-term debt, net of discount
|
374.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
374.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||||||
Repayments of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(148.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(148.5
|
)
|
|
(13.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13.5
|
)
|
|||||||||||||||
Proceeds from revolving credit facility
|
387.0
|
|
|
—
|
|
|
510.3
|
|
|
—
|
|
|
897.3
|
|
|
586.7
|
|
|
—
|
|
|
510.1
|
|
|
—
|
|
|
1,096.8
|
|
|
289.5
|
|
|
—
|
|
|
529.8
|
|
|
—
|
|
|
819.3
|
|
|||||||||||||||
Repayments on revolving credit facility
|
(438.3
|
)
|
|
—
|
|
|
(552.1
|
)
|
|
—
|
|
|
(990.4
|
)
|
|
(548.3
|
)
|
|
—
|
|
|
(517.4
|
)
|
|
—
|
|
|
(1,065.7
|
)
|
|
(296.5
|
)
|
|
—
|
|
|
(656.5
|
)
|
|
—
|
|
|
(953.0
|
)
|
|||||||||||||||
Payment of deferred financing costs
|
(7.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.5
|
)
|
|
(2.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||||||
Payment of dividends - intercompany
|
—
|
|
|
(100.0
|
)
|
|
(6.4
|
)
|
|
106.4
|
|
|
—
|
|
|
—
|
|
|
(118.3
|
)
|
|
(6.0
|
)
|
|
124.3
|
|
|
—
|
|
|
—
|
|
|
(122.6
|
)
|
|
(6.1
|
)
|
|
128.7
|
|
|
—
|
|
|||||||||||||||
Payment of dividends on common stock
|
(52.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(52.6
|
)
|
|
(52.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(52.1
|
)
|
|
(51.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51.9
|
)
|
|||||||||||||||
Repurchases of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(61.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(61.0
|
)
|
|
(28.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28.0
|
)
|
|||||||||||||||
Proceeds from stock option exercises and other
|
2.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.6
|
|
|
11.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.2
|
|
|
16.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.3
|
|
|||||||||||||||
Payments for employee taxes on net settlement equity awards
|
(4.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.2
|
)
|
|
(4.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.1
|
)
|
|
(2.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.6
|
)
|
|||||||||||||||
Other, net
|
|
|
|
—
|
|
|
(2.1
|
)
|
|
—
|
|
|
(2.1
|
)
|
|
—
|
|
|
—
|
|
|
(6.3
|
)
|
|
—
|
|
|
(6.3
|
)
|
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
|
—
|
|
|
(1.7
|
)
|
|||||||||||||||
Net cash (used in) provided by financing activities
|
261.4
|
|
|
(100.0
|
)
|
|
(50.3
|
)
|
|
106.4
|
|
|
217.5
|
|
|
(218.9
|
)
|
|
(118.3
|
)
|
|
(19.6
|
)
|
|
124.3
|
|
|
(232.5
|
)
|
|
(86.7
|
)
|
|
(122.6
|
)
|
|
(134.5
|
)
|
|
128.7
|
|
|
(215.1
|
)
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Effect of exchange rates on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(2.3
|
)
|
|
—
|
|
|
(2.3
|
)
|
|
—
|
|
|
—
|
|
|
(2.7
|
)
|
|
—
|
|
|
(2.7
|
)
|
|
—
|
|
|
—
|
|
|
(3.6
|
)
|
|
—
|
|
|
(3.6
|
)
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net cash flows
|
282.0
|
|
|
3.8
|
|
|
57.1
|
|
|
—
|
|
|
342.9
|
|
|
1.0
|
|
|
0.7
|
|
|
(12.0
|
)
|
|
—
|
|
|
(10.3
|
)
|
|
(4.3
|
)
|
|
(0.7
|
)
|
|
19.0
|
|
|
—
|
|
|
14.0
|
|
|||||||||||||||
Cash, cash equivalents and restricted cash at beginning of period
|
1.1
|
|
|
5.8
|
|
|
49.6
|
|
|
—
|
|
|
56.5
|
|
|
0.1
|
|
|
5.1
|
|
|
61.6
|
|
|
—
|
|
|
66.8
|
|
|
4.4
|
|
|
5.8
|
|
|
42.6
|
|
|
—
|
|
|
52.8
|
|
|||||||||||||||
Cash, cash equivalents and restricted cash at end of period
|
$
|
283.1
|
|
|
$
|
9.6
|
|
|
$
|
106.7
|
|
|
$
|
—
|
|
|
$
|
399.4
|
|
|
$
|
1.1
|
|
|
$
|
5.8
|
|
|
$
|
49.6
|
|
|
$
|
—
|
|
|
$
|
56.5
|
|
|
$
|
0.1
|
|
|
$
|
5.1
|
|
|
$
|
61.6
|
|
|
$
|
—
|
|
|
$
|
66.8
|
|
|
Year Ended September 30,
|
||||||||||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||||||||||||||
|
Cost of goods sold
|
|
Operating expenses
|
|
Total
|
|
Cost of goods sold
|
|
Operating expenses
|
|
Total
|
|
Cost of goods sold
|
|
Operating expenses
|
|
Total
|
||||||||||||||||||
Process Equipment Group
|
$
|
0.7
|
|
|
$
|
4.8
|
|
|
$
|
5.5
|
|
|
$
|
0.3
|
|
|
$
|
0.4
|
|
|
$
|
0.7
|
|
|
$
|
0.5
|
|
|
$
|
1.4
|
|
|
$
|
1.9
|
|
Batesville
|
0.5
|
|
|
4.2
|
|
|
4.7
|
|
|
0.5
|
|
|
0.5
|
|
|
1.0
|
|
|
5.5
|
|
|
—
|
|
|
5.5
|
|
|||||||||
Corporate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
0.4
|
|
|
—
|
|
|
2.1
|
|
|
2.1
|
|
|||||||||
Total
|
$
|
1.2
|
|
|
$
|
9.0
|
|
|
$
|
10.2
|
|
|
$
|
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, 2019
|
|
$
|
22.2
|
|
|
$
|
1.9
|
|
|
$
|
(0.2
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
22.8
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for inventory valuation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended September 30, 2019
|
|
$
|
18.2
|
|
|
$
|
1.5
|
|
|
$
|
(0.8
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
17.8
|
|
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
|
|
|
•
|
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.
|
|
***
|
|
Agreement and Plan of Merger, dated as of July 12, 2019, among Hillenbrand, Inc., Bengal Delaware Holding Corporation and Milacron Holdings Corp. (Incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed July 16, 2019)
|
|
|
|
|
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 (the “Trustee”) (Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed on January 11, 2013)
|
|
|
|
|
Supplemental Indenture No.3, dated as of September 25, 2019, by and among the Company, the subsidiary guarantors party thereto and the Trustee (Incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed September 25, 2019)
|
|
|
|
|
Form of the Company’s 4.500% Senior Notes due 2026 (Incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed September 25, 2019)
|
|
|
*
|
|
Description of the Company’s Securities Registered Pursuant to Section 12 of the Exchange Act
|
|
|
**
|
|
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 (Incorporated by reference to Exhibit 10.7 to Annual Report on Form 10-K filed November 13, 2018)
|
|
|
|
|
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)
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|
|
|
|
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)
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|
|
|
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)
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|
|
**
|
|
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)
|
|
|
**
|
|
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)
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|
|
**
|
|
Form of Change in Control Agreement between Hillenbrand, Inc. and certain of its executive officers, including its named executive officers (Incorporated by reference to Exhibit 10.19 to Annual Report on Form 10-K filed November 13, 2018)
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|
|
**
|
|
Hillenbrand, Inc. Stock Incentive Plan (Incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed February 27, 2014)
|
|
|
**
|
|
Hillenbrand, Inc. Second Amended and Restated Short-Term Incentive Compensation Plan for Key Executives (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed December 7, 2018)
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|
|
**
|
|
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 November 19, 2014)
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|
|
**
|
|
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 November 19, 2014)
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|
|
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|
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 December 19, 2014)
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|
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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 December 19, 2014)
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|
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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)
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|
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|
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 Form 8-K filed December 12, 2017)
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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 Form 8-K filed December 12, 2017)
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|
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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 (Incorporated by reference as Exhibit 10.33 to Annual Report on Form 10-K filed November 13, 2018)
|
|
**
|
|
Employment Agreement dated as of September 7, 2015, by and between Batesville Services, Inc. and Christopher Trainor (Incorporated by reference as Exhibit 10.34 to Annual Report on Form 10-K filed November 13, 2018)
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|
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|
Third Amended and Restated Credit Agreement, dated as of August 28, 2019, 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 Form 8-K filed September 4, 2019)
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|
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|
Amendment No. 1 to Third Amended and Restated Credit Agreement, dated as of October 8, 2019, among Hillenbrand, Inc., as a borrower, the subsidiary borrowers party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (Incorporated by reference as Exhibit 10.1 to Current Report on Form 8-K filed October 11, 2019)
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|
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Amendment No. 5 to Private Shelf Agreement, dated as of September 4, 2019, 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 Form 8-K filed September 4, 2019)
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|
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Amended and Restated Agreement, dated as of September 4, 2019, 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 10.3 to Current Report on Form 8-K filed September 4, 2019)
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|
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*
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|
Subsidiaries of Hillenbrand, Inc.
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|
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*
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|
Consent of Independent Registered Public Accounting Firm
|
|
|
*
|
|
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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|
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*
|
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Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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|
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*
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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
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|
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*
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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
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|
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|
The following materials from the Hillenbrand, Inc. Annual Report on Form 10-K for the year ended September 30, 2019, formatted in XBRL (eXtensible Business Reporting Language); (i) Consolidated Statement of Income for the years ended September 30, 2019, 2018, and 2017, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheet for the years ended September 30, 2019 and 2018, (iv) Consolidated Statement of Cash Flows for the years ended September 30, 2019, 2018, and 2017, (v) Consolidated Statement of Shareholders’ Equity and Comprehensive Income for the years ended September 30, 2019, 2018, and 2017, and (vi) the Notes to Consolidated Financial Statements, tagged as blocks of text.
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Exhibit 104
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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*
|
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.
|
***
|
Schedules and certain exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Hillenbrand hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission.
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|
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, 2019
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Signatures
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|
Title
|
|
Date
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/s/ F. Joseph Loughrey
|
|
Chairperson of the Board
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|
November 13, 2019
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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, 2019
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Joe A. Raver
|
|
(Principal Executive Officer)
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|
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/s/ Kristina A. Cerniglia
|
|
Senior Vice President and Chief Financial Officer
|
|
November 13, 2019
|
Kristina A. Cerniglia
|
|
(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, 2019
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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, 2019
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Edward B. Cloues II
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/s/ Gary L. Collar
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Director
|
|
November 13, 2019
|
Gary L. Collar
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/s/ Helen W. Cornell
|
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Director
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|
November 13, 2019
|
Helen W. Cornell
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/s/ Joy M. Greenway
|
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Director
|
|
November 13, 2019
|
Joy M. Greenway
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/s/ Daniel C. Hillenbrand
|
|
Director
|
|
November 13, 2019
|
Daniel C. Hillenbrand
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/s/ Thomas H. Johnson
|
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Director
|
|
November 13, 2019
|
Thomas H. Johnson
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/s/ Neil S. Novich
|
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Director
|
|
November 13, 2019
|
Neil S. Novich
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/s/ Stuart A. Taylor II
|
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Director
|
|
November 13, 2019
|
Stuart A. Taylor II
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•
|
the serial designation and the number of shares in that series;
|
•
|
the dividend rate or rates, whether dividends shall be cumulative and, if so, from what date, the payment date or dates for dividends, and any participating or other special rights with respect to dividends;
|
•
|
any voting powers of the shares;
|
•
|
whether the shares will be redeemable and, if so, the price or prices at which, and the terms and conditions on which the shares may be redeemed;
|
•
|
the amount or amounts payable upon the shares in the event of voluntary or involuntary liquidation, dissolution or winding up of us prior to any payment or distribution of our assets to any class or classes of our stock ranking junior to the preferred stock;
|
•
|
whether the shares will be entitled to the benefit of a sinking or retirement fund and, if so entitled, the amount of the fund and the manner of its application, including the price or prices at which the shares may be redeemed or purchased through the application of the fund;
|
•
|
whether the shares will be convertible into, or exchangeable for, shares of any other class or of any other series of the same or any other class of our stock or the stock of another issuer, and if so convertible or exchangeable, the conversion price or prices, or the rates of exchange, and any adjustments to the conversion price or rates of exchange at which the conversion or exchange may be made, and any other terms and conditions of the conversion or exchange; and
|
•
|
any other preferences, privileges and powers, and relative, participating, optional, or other special rights, and qualifications, limitations or restrictions, as our board of directors may deem advisable and as shall not be inconsistent with the provisions of our Articles of Incorporation.
|
•
|
a brief description of the business desired to be brought before the meeting;
|
•
|
the name and address of the shareholder proposing such business;
|
•
|
the class and number of shares that are owned beneficially by the shareholder proposing such business;
|
•
|
any interest of the shareholder in such business;
|
•
|
a description of any agreement, arrangement or understanding (including, without limitation, any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the shareholder’s notice by, or on behalf of, the Shareholder or any of its affiliates or associates, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of the shareholder or any of its affiliates or associates with respect to common stock; and
|
•
|
an undertaking by the shareholder to notify the corporation in writing of any change in the information called for the preceding three bullets as of the record date for such meeting, by notice received by the secretary of the corporation not later than the 10th day following such record date, and thereafter by notice so given and received within two business days of any change in such information, and, in any event, as of the close of business of the day preceding the meeting date.
|
•
|
the name and address of the shareholder who intends to make the nomination and of the person or persons to be nominated;
|
•
|
a representation that the shareholder is a holder of record, setting forth the shares so held, and intends to appear in person or by proxy as a holder of record at the meeting to nominate the person or persons specified in the notice;
|
•
|
a description of any agreement, arrangement or understanding (including, without limitation, any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the shareholder’s notice by, or on behalf of, the shareholder or any of its affiliates or associates, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of the shareholder or any of its affiliates or associates with respect to common stock;
|
•
|
a description of all arrangements or understandings between such shareholder and each nominee proposed by the shareholder and any other person or persons (identifying such person or persons) pursuant to which the nomination or nominations are to be made by the shareholders;
|
•
|
such other information regarding each nominee proposed by such shareholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the SEC;
|
•
|
the consent in writing of each nominee to serve as a director if so elected;
|
•
|
a description of the qualifications of such nominee to serve as a director; and
|
•
|
an undertaking by the shareholder to notify the corporation in writing of any change in the information called for by the second, third and fourth bullets above as of the record date for such meeting, by notice received by the secretary of the corporation not later than the 10th day following such record date, and thereafter by notice so given and received within two business days of any change in such information, and, in any event, as of the close of business of the day preceding the meeting date.
|
•
|
Our board of directors or authorized committee, if it receives the affirmative vote of a majority of the directors who have no interest in the Conflict Transaction; provided, however, that the vote not be of a single director; and
|
•
|
Our shareholders, if it receives the vote of a majority of the shares entitled to be counted, in which shares owned or voted under the contract of any director who or legal entity that has an interest in the Conflict Transaction may be counted.
|
•
|
in good faith;
|
•
|
with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
|
•
|
in a manner the directors reasonably believe to be in the best interests of the corporation.
|
/s/ PricewaterhouseCoopers LLP
|
|
Cincinnati, Ohio
|
|
November 13, 2019
|
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Hillenbrand, Inc.;
|
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;
|
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
|
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.
|
/s/ Joe A. Raver
|
|
Joe A. Raver
|
|
President and Chief Executive Officer
|
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Hillenbrand, Inc.;
|
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;
|
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
|
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.
|
/s/ Kristina A. Cerniglia
|
|
Kristina A. Cerniglia
|
|
Senior Vice President and Chief Financial Officer
|
|
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Joe A. Raver
|
|
Joe A. Raver
|
|
President and Chief Executive Officer
|
|
November 13, 2019
|
|
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Kristina A. Cerniglia
|
|
Kristina A. Cerniglia
|
|
Senior Vice President and Chief Financial Officer
|
|
November 13, 2019
|
|
|