UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ Quarterly Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For the quarterly period ended March 31, ~~2022~~2023

☐ Transition Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For the transition period from _____ to _____

Commission File Number. 001-33794

HILLENBRAND, INC.

(Exact name of registrant as specified in its charter)


Indiana		26-1342272
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One Batesville Boulevard
Batesville,	Indiana	47006
(Address of principal executive offices)		(Zip Code)

(812) ~~934-7500~~931-5000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, without par value

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Emerging growth company

☐

Non-accelerated filer

☐

Smaller reporting company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The registrant had ~~71,712,927~~69,570,547 shares of common stock, no par value per share, outstanding as of May ~~4, 2022.~~3, 2023.

Table of ~~Contents~~Content

HILLENBRAND, INC.

INDEX TO FORM 10-Q


		Page
	PART I — FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Consolidated Statements of Operations for the Three and Six Months Ended March 31, ~~2022~~2023 and ~~2021~~2022	2

	Consolidated Statements of Comprehensive Income for the Three and Six Months Ended March 31, 2023 and 202 2 ~~and 2021~~	3

	Consolidated Balance Sheets at March 31, 202 23 and September 30, ~~2021~~2022	4

	Consolidated Statements of Cash Flows for the Six Months Ended March 31, ~~202~~2 2023 and ~~202~~12022	5

	Consolidated Statements of Shareholders’ Equity for the Three and Six Months Ended March 31, 20 22 2023 and 202 12	6

	Condensed Notes to Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2835

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4450

Item 4.	Controls and Procedures	4451

	PART II — OTHER INFORMATION

Item 1.	Legal Proceedings	4551

Item 1A.	Risk Factors	4551

~~Item 5.~~	O ~~ther Information~~	45

Item 6.	Exhibits	4652

SIGNATURES

Table of ~~Contents~~Content

PART I — FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

Hillenbrand, Inc.

Consolidated Statements of Operations (Unaudited)

(in millions, except per share data)


		Three Months Ended March 31,				Six Months Ended March 31,					Three Months Ended March 31,				Six Months Ended March 31,
		2022		2021		2022		2021			2023		2022		2023		2022
Net revenue	Net revenue	$	742.0	$	722.3	$	1,470.4	$	1,414.8	Net revenue	$	690.9	$	565.7	$	1,346.6	$	1,131.6
Cost of goods sold	Cost of goods sold	498.7		476.4		989.8		924.7		Cost of goods sold	461.6		377.0		906.4		761.1
Gross profit	Gross profit	243.3		245.9		480.6		490.1		Gross profit	229.3		188.7		440.2		370.5
Operating expenses	Operating expenses	131.8		138.0		259.9		269.6		Operating expenses	144.6		113.5		286.9		225.5
Amortization expense	Amortization expense	13.7		14.1		27.4		27.7		Amortization expense	19.8		13.7		38.9		27.4
(Gain) loss on divestitures		—		(34.1)		3.1		(65.7)
Loss on divestiture										Loss on divestiture	—		—		—		3.1

Interest expense	Interest expense	17.3		19.5		35.2		40.7		Interest expense	21.1		17.3		44.4		35.2
Other income, net	Other income, net	4.7		1.0		3.6		0.6		Other income, net	(4.4)		(6.4)		(7.3)		(6.8)
Income before income taxes		85.2		109.4		158.6		218.4
Income from continuing operations before income taxes										Income from continuing operations before income taxes	48.2		50.6		77.3		86.1
Income tax expense	Income tax expense	29.4		30.4		52.7		61.7		Income tax expense	24.1		21.2		26.4		34.5
Income from continuing operations										Income from continuing operations	24.1		29.4		50.9		51.6
(Loss) income from discontinued operations (net of income tax (benefit) expense)										(Loss) income from discontinued operations (net of income tax (benefit) expense)	(1.5)		26.4		19.5		54.3
Gain on divestiture of discontinued operations (net of income tax expense)										Gain on divestiture of discontinued operations (net of income tax expense)	440.9		—		440.9		—
Total income from discontinued operations										Total income from discontinued operations	439.4		26.4		460.4		54.3
Consolidated net income	Consolidated net income	55.8		79.0		105.9		156.7		Consolidated net income	463.5		55.8		511.3		105.9
Less: Net income attributable to noncontrolling interests	Less: Net income attributable to noncontrolling interests	1.5		0.9		2.6		2.2		Less: Net income attributable to noncontrolling interests	0.8		1.5		3.1		2.6
Net income attributable to Hillenbrand	Net income attributable to Hillenbrand	$	54.3	$	78.1	$	103.3	$	154.5	Net income attributable to Hillenbrand	$	462.7	$	54.3	$	508.2	$	103.3

Net income attributable to Hillenbrand — per share of common stock:
Earnings per share										Earnings per share
Basic earnings per share	Basic earnings per share	$	0.74	$	1.04	$	1.42	$	2.05	Basic earnings per share
Income from continuing operations attributable to Hillenbrand										Income from continuing operations attributable to Hillenbrand	$	0.33	$	0.38	$	0.69	$	0.67
Income from discontinued operations										Income from discontinued operations	6.31		0.36		6.62		0.75
Net income attributable to Hillenbrand										Net income attributable to Hillenbrand	$	6.64	$	0.74	$	7.31	$	1.42
Diluted earnings per share	Diluted earnings per share	$	0.74	$	1.03	$	1.40	$	2.04	Diluted earnings per share
Income from continuing operations attributable to Hillenbrand										Income from continuing operations attributable to Hillenbrand	$	0.33	$	0.38	$	0.68	$	0.66
Income from discontinued operations										Income from discontinued operations	6.27		0.36		6.59		0.74
Net income attributable to Hillenbrand										Net income attributable to Hillenbrand	$	6.60	$	0.74	$	7.27	$	1.40
Weighted average shares outstanding (basic)	Weighted average shares outstanding (basic)	73.1		75.5		72.9		75.4		Weighted average shares outstanding (basic)	69.7		73.1		69.6		72.9
Weighted average shares outstanding (diluted)	Weighted average shares outstanding (diluted)	73.7		76.2		73.5		75.8		Weighted average shares outstanding (diluted)	70.1		73.7		69.9		73.5

See Condensed Notes to Consolidated Financial Statements

Table of ~~Contents~~Content

Hillenbrand, Inc.

Consolidated Statements of Comprehensive Income (Unaudited)

(in millions)


		Three Months Ended March 31,				Six Months Ended March 31,					Three Months Ended March 31,				Six Months Ended March 31,
		2022		2021		2022		2021			2023		2022		2023		2022
Consolidated net income	Consolidated net income	$	55.8	$	79.0	$	105.9	$	156.7	Consolidated net income	$	463.5	$	55.8	$	511.3	$	105.9
Changes in other comprehensive (loss) income, net of tax:
Changes in other comprehensive income (loss), net of tax:										Changes in other comprehensive income (loss), net of tax:
Currency translation adjustment(1)	Currency translation adjustment(1)	(7.4)		(45.2)		(5.0)		14.1		Currency translation adjustment(1)	19.4		(7.4)		62.4		(5.0)
Pension and postretirement	Pension and postretirement	0.7		0.6		1.4		1.8		Pension and postretirement	(1.3)		0.7		(1.5)		1.4
Change in net unrealized gain (loss) on derivative instruments		1.2		(0.5)		1.9		1.2
Change in net unrealized (loss) gain on derivative instruments										Change in net unrealized (loss) gain on derivative instruments	(0.4)		1.2		3.3		1.9

Total changes in other comprehensive (loss) income, net of tax		(5.5)		(45.1)		(1.7)		17.1
Total changes in other comprehensive income (loss), net of tax										Total changes in other comprehensive income (loss), net of tax	17.7		(5.5)		64.2		(1.7)
Consolidated comprehensive income	Consolidated comprehensive income	50.3		33.9		104.2		173.8		Consolidated comprehensive income	481.2		50.3		575.5		104.2
Less: Comprehensive income attributable to noncontrolling interests	Less: Comprehensive income attributable to noncontrolling interests	1.3		0.9		2.3		2.3		Less: Comprehensive income attributable to noncontrolling interests	1.0		1.3		3.1		2.3
Comprehensive income attributable to Hillenbrand	Comprehensive income attributable to Hillenbrand	$	49.0	$	33.0	$	101.9	$	171.5	Comprehensive income attributable to Hillenbrand	$	480.2	$	49.0	$	572.4	$	101.9

(1)Includes gains and losses on intra-entity foreign currency transactions that are of a long-term investment nature.

See Condensed Notes to Consolidated Financial Statements

Table of ~~Contents~~Content

Hillenbrand, Inc.

Consolidated Balance Sheets

(in millions)


		March 31, 2022 (unaudited)		September 30, 2021			March 31, 2023 (unaudited)		September 30, 2022
ASSETS	ASSETS					ASSETS
Current Assets	Current Assets					Current Assets
Cash and cash equivalents	Cash and cash equivalents	$	444.8	$	446.1	Cash and cash equivalents	$	315.1	$	232.2
Trade receivables, net	Trade receivables, net	306.0		323.5		Trade receivables, net	334.2		252.9
Receivables from long-term manufacturing contracts, net	Receivables from long-term manufacturing contracts, net	173.5		121.9		Receivables from long-term manufacturing contracts, net	299.8		213.3
Inventories, net	Inventories, net	481.2		411.6		Inventories, net	588.3		485.6

Prepaid expenses and other current assets	Prepaid expenses and other current assets	104.5		75.2		Prepaid expenses and other current assets	119.9		102.8

Current assets held for sale	Current assets held for sale	—		56.2		Current assets held for sale	—		116.1
Total current assets	Total current assets	1,510.0		1,434.5		Total current assets	1,657.3		1,402.9
Property, plant, and equipment, net	Property, plant, and equipment, net	281.3		295.1		Property, plant, and equipment, net	295.2		231.9
Operating lease right-of-use assets, net	Operating lease right-of-use assets, net	136.0		138.1		Operating lease right-of-use assets, net	108.0		87.9
Intangible assets, net	Intangible assets, net	885.1		913.9		Intangible assets, net	1,112.3		808.0
Goodwill	Goodwill	1,159.9		1,168.6		Goodwill	1,561.2		1,151.1
Other long-term assets	Other long-term assets	92.7		64.7		Other long-term assets	96.5		80.4
Long-term assets held for sale						Long-term assets held for sale	—		105.3
Total Assets	Total Assets	$	4,065.0	$	4,014.9	Total Assets	$	4,830.5	$	3,867.5

LIABILITIES	LIABILITIES					LIABILITIES
Current Liabilities	Current Liabilities					Current Liabilities
Trade accounts payable	Trade accounts payable	$	428.4	$	361.3	Trade accounts payable	$	413.0	$	371.0
Liabilities from long-term manufacturing contracts and advances	Liabilities from long-term manufacturing contracts and advances	299.9		296.6		Liabilities from long-term manufacturing contracts and advances	390.7		290.3

Current portion of long-term debt						Current portion of long-term debt	10.0		—
Accrued compensation	Accrued compensation	99.9		123.5		Accrued compensation	87.5		97.0

Current liabilities held for sale	Current liabilities held for sale	—		18.9		Current liabilities held for sale	—		113.8
Other current liabilities	Other current liabilities	246.1		234.8		Other current liabilities	412.6		205.7
Total current liabilities	Total current liabilities	1,074.3		1,035.1		Total current liabilities	1,313.8		1,077.8
Long-term debt	Long-term debt	1,214.0		1,212.9		Long-term debt	1,303.9		1,222.1
Accrued pension and postretirement healthcare	Accrued pension and postretirement healthcare	142.6		151.6		Accrued pension and postretirement healthcare	108.0		101.3
Operating lease liabilities	Operating lease liabilities	104.4		105.6		Operating lease liabilities	83.2		70.5
Deferred income taxes	Deferred income taxes	190.7		206.7		Deferred income taxes	297.6		210.2
Other long-term liabilities	Other long-term liabilities	61.2		70.8		Other long-term liabilities	57.2		51.8
Long-term liabilities held for sale						Long-term liabilities held for sale	—		25.8
Total Liabilities	Total Liabilities	2,787.2		2,782.7		Total Liabilities	$	3,163.7	$	2,759.5

Commitments and contingencies (Note 15)		0		0
Commitments and contingencies (Note 16)						Commitments and contingencies (Note 16)

SHAREHOLDERS’ EQUITY	SHAREHOLDERS’ EQUITY					SHAREHOLDERS’ EQUITY
Common stock, no par value (75.8 and 75.8 shares issued, 72.4 and 72.7 shares outstanding)		—		—
Common stock, no par value (75.8 and 75.8 shares issued, 69.6 and 68.9 shares outstanding)						Common stock, no par value (75.8 and 75.8 shares issued, 69.6 and 68.9 shares outstanding)	—		—
Additional paid-in capital	Additional paid-in capital	717.3		725.4		Additional paid-in capital	704.7		723.8
Retained earnings	Retained earnings	737.1		666.2		Retained earnings	1,289.2		812.0
Treasury stock (3.4 and 3.1 shares, at cost)		(152.2)		(135.7)
Treasury stock (6.2 and 6.9 shares, at cost)						Treasury stock (6.2 and 6.9 shares, at cost)	(266.9)		(297.3)
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(47.7)		(46.3)		Accumulated other comprehensive loss	(91.4)		(155.6)
Hillenbrand Shareholders’ Equity	Hillenbrand Shareholders’ Equity	1,254.5		1,209.6		Hillenbrand Shareholders’ Equity	1,635.6		1,082.9
Noncontrolling interests	Noncontrolling interests	23.3		22.6		Noncontrolling interests	31.2		25.1
Total Shareholders’ Equity	Total Shareholders’ Equity	1,277.8		1,232.2		Total Shareholders’ Equity	1,666.8		1,108.0

Total Liabilities and Shareholders’ Equity	Total Liabilities and Shareholders’ Equity	$	4,065.0	$	4,014.9	Total Liabilities and Shareholders’ Equity	$	4,830.5	$	3,867.5

See Condensed Notes to Consolidated Financial Statements

Table of ~~Contents~~Content

Hillenbrand, Inc.

Consolidated Statements of Cash Flows (Unaudited)

(in millions)

Six Months Ended
March 31,
2022 2021
Operating Activities
Consolidated net income $ 105.9 $ 156.7
Adjustments to reconcile consolidated net income to cash provided by operating activities:
Depreciation and amortization 54.9 57.6
Deferred income taxes (10.9) 15.0
Amortization of deferred financing costs 1.8 4.6
Share-based compensation 12.0 10.4
Loss (gain) on divestitures 3.1 (65.7)
Trade accounts receivable, net and receivables from long-term manufacturing contracts (40.0) (21.0)
Inventories, net (73.6) (5.6)
Prepaid expenses and other current assets (20.8) (4.1)
Trade accounts payable 72.3 21.2
Liabilities from long-term manufacturing contracts and advances,
accrued compensation, and other current liabilities (22.1) 83.9
Income taxes payable 17.3 4.3
Defined benefit plan and postretirement funding (4.7) (4.6)
Defined benefit plan and postretirement expense 0.5 1.4
Other, net (5.0) 4.9
Net cash provided by operating activities 90.7 259.0
Investing Activities
Capital expenditures (20.0) (11.6)
Proceeds from sales of property, plant, and equipment 1.6 —
(Payments) proceeds from divestitures, net of cash divested (4.5) 165.7
Net cash (used in) provided by investing activities (22.9) 154.1
Financing Activities
Proceeds from issuance of long-term debt — 350.0
Repayments on long-term debt — (688.8)
Proceeds from revolving credit facilities — 395.0
Repayments on revolving credit facilities �� (395.0)
Payment of deferred financing costs — (3.5)
Payments of dividends on common stock (31.7) (32.3)
Repurchases of common stock (55.5) —
Proceeds from stock option exercises 24.3 8.7
Payments for employee taxes on net settlement equity awards (6.1) (2.9)
Other, net (1.5) (1.3)
Net cash used in financing activities (70.5) (370.1)
Effect of exchange rates on cash and cash equivalents (2.2) (7.5)
Net cash flows (4.9) 35.5
Cash, cash equivalents, and restricted cash:
At beginning of period 450.9 311.8
At end of period $ 446.0 $ 347.3

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheets that sum to the total of the same amounts shown in the Consolidated Statements of Cash Flows:

March 31, 2022 March 31, 2021
Cash and cash equivalents $ 444.8 $ 344.9
Short-term restricted cash included in other current assets 1.2 2.4
Total cash, cash equivalents, and restricted cash shown in the Consolidated Statements of Cash Flows $ 446.0 $ 347.3


	Six Months Ended March 31,
	2023		2022
Operating activities from continuing operations
Consolidated net income	$	511.3	$	105.9
Total income from discontinued operations (net of income tax expense)	(460.4)		(54.3)
Adjustments to reconcile income from continuing operations to cash provided by operating activities:
Depreciation and amortization	62.0		50.3
Loss on divestiture	—		3.1
Deferred income taxes	(10.8)		(10.9)
Amortization of deferred financing costs	1.9		1.8
Share-based compensation	11.8		10.8

Trade accounts receivable, net and receivables from long-term manufacturing contracts	(79.1)		(42.3)
Inventories, net	13.2		(70.4)
Prepaid expenses and other current assets	(1.4)		(18.9)
Trade accounts payable	(1.6)		56.1
Liabilities from long-term manufacturing contracts and advances,
accrued compensation, and other current liabilities	(4.5)		(13.8)
Income taxes payable	11.3		0.3
Accrued pension and postretirement	(3.1)		(4.6)
Other, net	(5.9)		(7.6)
Net cash provided by operating activities from continuing operations	44.7		5.5

Investing activities from continuing operations
Capital expenditures	(32.2)		(15.2)
Proceeds from sales of property, plant, and equipment	0.8		1.6

Acquisition of businesses, net of cash acquired	(626.8)		—
Proceeds (payments) from divestitures, net of cash divested	696.7		(4.5)

Net cash provided by (used in) investing activities from continuing operations	38.5		(18.1)

Financing activities from continuing operations
Proceeds from issuance of long-term debt	200.0		—
Repayments on long-term debt	(102.5)		—
Proceeds from revolving credit facilities	829.3		—
Repayments on revolving credit facilities	(887.1)		—
Payment of deferred financing costs	(0.6)		—
Payments of dividends on common stock	(30.6)		(31.7)
Repurchases of common stock	—		(55.5)
Proceeds from stock option exercises	10.6		24.3
Payments for employee taxes on net settlement equity awards	(12.2)		(6.1)
Other, net	(1.5)		(1.5)
Net cash provided by (used in) financing activities from continuing operations	5.4		(70.5)
Cash provided by (used in) continuing operations	88.6		(83.1)
Cash (used in) provided by discontinued operations:
Operating cash flows	4.2		85.2
Investing cash flows	(7.6)		(4.8)
Total cash (used in) provided by discontinued operations	(3.4)		80.4
Effect of exchange rates on cash and cash equivalents	(6.9)		(2.2)
Net cash flows	78.3		(4.9)

Cash, cash equivalents, restricted cash, and cash and cash equivalents held for sale:
At beginning of period	237.6		450.9
At end of period	$	315.9	$	446.0

See Condensed Notes to Consolidated Financial Statements

Table of ~~Contents~~Content

Hillenbrand, Inc.

Consolidated Statements of Shareholders’ Equity (Unaudited)

(in millions)

Three Months Ended March 31, 2022
Common Stock Additional
Paid-in
Capital Retained
Earnings Treasury Stock Accumulated
Other
Comprehensive
Loss Noncontrolling
Interests Total
Shares Shares Amount
Balance at December 31, 2021 75.8 $ 714.8 $ 699.1 3.2 $ (138.9) $ (42.4) $ 22.0 $ 1,254.6
Total other comprehensive loss, net of tax — — — — — (5.3) (0.2) (5.5)
Net income — — 54.3 — — — 1.5 55.8
Repurchases of common stock — — — 0.6 (26.6) — — (26.6)
Issuance/retirement of stock for stock awards/options — (4.0) — (0.4) 13.3 — — 9.3
Share-based compensation — 6.1 — — — — — 6.1
Dividends ($0.2175 per share) — 0.4 (16.3) — — — — (15.9)
Balance at March 31, 2022 75.8 $ 717.3 $ 737.1 3.4 $ (152.2) $ (47.7) $ 23.3 $ 1,277.8
Six Months Ended March 31, 2022
Common Stock Additional
Paid-in
Capital Retained
Earnings Treasury Stock Accumulated
Other
Comprehensive
Loss Noncontrolling
Interests Total
Shares Shares Amount
Balance at September 30, 2021 75.8 $ 725.4 $ 666.2 3.1 $ (135.7) $ (46.3) $ 22.6 $ 1,232.2
Total other comprehensive loss, net of tax — — — — — (1.4) (0.3) (1.7)
Net income — — 103.3 — — — 2.6 105.9
Repurchases of common stock — — — 1.2 (55.5) — — (55.5)
Issuance/retirement of stock for stock awards/options — (20.8) — (0.9) 39.0 — — 18.2
Share-based compensation — 12.0 — — — — — 12.0
Dividends ($0.4350 per share) — 0.7 (32.4) — — — (1.6) (33.3)
Balance at March 31, 2022 75.8 $ 717.3 $ 737.1 3.4 $ (152.2) $ (47.7) $ 23.3 $ 1,277.8


	Three Months Ended March 31, 2023
	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 December 31, 2022	75.8	$	706.5	$	842.0	6.5	$	(277.0)	$	(108.9)	$	30.2	$	1,192.8
Total other comprehensive income, net of tax	—	—		—		—	—		17.5		0.2		17.7
Net income	—	—		462.7		—	—		—		0.8		463.5

Issuance/retirement of stock for stock awards/options	—	(9.4)		—		(0.3)	10.1		—		—		0.7
Share-based compensation	—	7.4		—		—	—		—		—		7.4
Dividends ($0.22 per share)	—	0.2		(15.5)		—	—		—		—		(15.3)


Balance at March 31, 2023	75.8	$	704.7	$	1,289.2	6.2	$	(266.9)	$	(91.4)	$	31.2	$	1,666.8

	Six Months Ended March 31, 2023
	Common Stock	Additional Paid-in Capital		Retained Earnings		Treasury Stock			Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total
	Shares					Shares	Amount
Balance at September 30, 2022	75.8	$	723.8	$	812.0	6.9	$	(297.3)	$	(155.6)	$	25.1	$	1,108.0
Total other comprehensive income, net of tax	—	—		—		—	—		64.2		—		64.2
Net income	—	—		508.2		—	—		—		3.1		511.3

Issuance/retirement of stock for stock awards/options	—	(32.0)		—		(0.7)	30.4		—		—		(1.6)
Share-based compensation	—	12.5		—		—	—		—		—		12.5
Dividends ($0.44 per share)	—	0.4		(31.0)		—	—		—		(1.6)		(32.2)
Acquisition of noncontrolling interests	—	—		—		—	—		—		4.6		4.6
Balance at March 31, 2023	75.8	$	704.7	$	1,289.2	6.2	$	(266.9)	$	(91.4)	$	31.2	$	1,666.8

Table of ~~Contents~~Content

Three Months Ended March 31, 2021
Common Stock Additional
Paid-in
Capital Retained
Earnings Treasury Stock Accumulated
Other
Comprehensive
Loss Noncontrolling
Interests Total
Shares Shares Amount
Balance at December 31, 2020 75.8 $ 717.2 $ 541.4 0.7 $ (32.0) $ (40.7) $ 20.4 $ 1,206.3
Total other comprehensive loss, net of tax — — — — — (45.1) — (45.1)
Net income — — 78.1 — — — 0.9 79.0
Issuance/retirement of stock for stock awards/options — (3.1) — (0.1) 8.6 — — 5.5
Share-based compensation — 6.2 — — — — — 6.2
Dividends ($0.2150 per share) — 0.2 (16.4) — — — — (16.2)
Balance at March 31, 2021 75.8 $ 720.5 $ 603.1 0.6 $ (23.4) $ (85.8) $ 21.3 $ 1,235.7
Six Months Ended March 31, 2021
Common Stock Additional
Paid-in
Capital Retained
Earnings Treasury Stock Accumulated
Other
Comprehensive
Loss Noncontrolling
Interests Total
Shares Shares Amount
Balance at September 30, 2020 75.8 $ 723.6 $ 481.4 1.0 $ (43.2) $ (102.8) $ 20.4 $ 1,079.4
Total other comprehensive income, net of tax — — — — — 17.0 0.1 17.1
Net income — — 154.5 — — — 2.2 156.7
Issuance/retirement of stock for stock awards/options — (14.0) — (0.4) 19.8 — — 5.8
Share-based compensation — 10.4 — — — — — 10.4
Dividends ($0.4300 per share) — 0.5 (32.8) — — — (1.4) (33.7)
Balance at March 31, 2021 75.8 $ 720.5 $ 603.1 0.6 $ (23.4) $ (85.8) $ 21.3 $ 1,235.7


	Three Months Ended March 31, 2022

	Common Stock	Additional Paid-in Capital		Retained Earnings		Treasury Stock			Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total
	Shares					Shares	Amount
Balance at December 31, 2021	75.8	$	714.8	$	699.1	3.2	$	(138.9)	$	(42.4)	$	22.0	$	1,254.6
Total other comprehensive loss, net of tax	—	—		—		—	—		(5.3)		(0.2)		(5.5)
Net income	—	—		54.3		—	—		—		1.5		55.8
Repurchases of common stock	—	—		—		0.6	(26.6)		—		—		(26.6)
Issuance/retirement of stock for stock awards/options	—	(4.0)		—		(0.4)	13.3		—		—		9.3
Share-based compensation	—	6.1		—		—	—		—		—		6.1
Dividends ($0.2175 per share)	—	0.4		(16.3)		—	—		—		—		(15.9)


Balance at March 31, 2022	75.8	$	717.3	$	737.1	3.4	$	(152.2)	$	(47.7)	$	23.3	$	1,277.8

	Six Months Ended March 31, 2022
	Common Stock	Additional Paid-in Capital		Retained Earnings		Treasury Stock			Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total
	Shares					Shares	Amount
Balance at September 30, 2021	75.8	$	725.4	$	666.2	3.1	$	(135.7)	$	(46.3)	$	22.6	$	1,232.2
Total other comprehensive loss, net of tax	—	—		—		—	—		(1.4)		(0.3)		(1.7)
Net income	—	—		103.3		—	—		—		2.6		105.9
Repurchases of common stock	—	—		—		1.2	(55.5)		—		—		(55.5)
Issuance/retirement of stock for stock awards/options	—	(20.8)		—		(0.9)	39.0		—		—		18.2
Share-based compensation	—	12.0		—		—	—		—		—		12.0
Dividends ($0.4350 per share)	—	0.7		(32.4)		—	—		—		(1.6)		(33.3)
Balance at March 31, 2022	75.8	$	717.3	$	737.1	3.4	$	(152.2)	$	(47.7)	$	23.3	$	1,277.8

See Condensed Notes to Consolidated Financial Statements

Table of ~~Contents~~Content

Hillenbrand, Inc.

Condensed Notes to Consolidated Financial Statements (Unaudited)

(in millions, except share and per share data)

1.Background and Basis of Presentation

Hillenbrand, Inc. (the “Company” or “Hillenbrand”) is a global ~~diversified~~ industrial company ~~with multiple~~that provides highly-engineered, mission-critical processing equipment and solutions to customers around the world. Our portfolio is composed of leading industrial brands that serve ~~a wide variety of industries around the world.~~large, attractive end markets, including durable plastics, food, and recycling. The Company strives to provide superior return for our shareholders, exceptional value for our customers, great professional opportunities for our employees, and to be responsible to our communities through deployment of the Hillenbrand Operating Model (“HOM”). The HOM is a consistent and repeatable framework designed to produce sustainable and predictable results. The Company recently enhanced the HOM to support our transformation to a pure-play industrial company by incorporating Purpose, updating our management practices, and restating our values. The HOM describes the Company’s Purpose, mission, vision, values, and mindset as leaders; applies our management practices in Strategy, ~~Management, Segmentation, Lean, Talent Development,~~People, Operational Excellence, and ~~Acquisitions;~~Innovation & Technology; and prescribes ~~three~~four steps (Understand, Focus, Execute, and Grow) designed to make the Company’s businesses both bigger and better. The Company’s goal is to continue developing Hillenbrand as a world-class global ~~diversified~~ industrial company through the deployment of the HOM.

Hillenbrand’s portfolio is composed of 3 reportable operating segments. Advanced Process Solutions designs, develops, manufactures, and services highly engineered industrial equipment and systems around the world. Molding Technology Solutions is a global leader in highly engineered and customized equipment, systems, and service in plastic technology and processing. Batesville is a recognized leader in the death care industry in North America. “Hillenbrand,” the “Company,” “we,” “us,” “our,” and similar words refer to Hillenbrand, Inc. and its subsidiaries unless context otherwise requires.

On December 15, 2022, the Company entered into a definitive agreement to sell its Batesville reportable operating segment to BL Memorial Partners, LLC, a Delaware limited liability company owned by funds affiliated with LongRange Capital, L.P., for $761.5, subject to closing adjustments and including an $11.5 subordinated note. On February 1, 2023, the Company completed the divestiture. This divestiture represented a strategic shift in Hillenbrand’s business and qualified as a discontinued operation. Accordingly, the operating results and cash flows related to the Batesville reportable operating segment have been reflected as discontinued operations in the Consolidated Statements of Operations and the Consolidated Statements of Cash Flows, while the assets and liabilities that were divested were classified within the Consolidated Balance Sheets as held for sale in the periods preceding the divestiture. Unless otherwise noted, discussion within the notes to the Consolidated Financial Statements relates to continuing operations only and excludes the historical Batesville reportable operating segment. See Note 4 for additional information on this divestiture.

Subsequent to the completion of the sale, the Company began providing certain transition services to Batesville for applicable fees. The transition services are expected to vary in duration depending upon the type of service provided.

Hillenbrand is now composed of two reportable operating segments: Advanced Process Solutions and Molding Technology Solutions. Advanced Process Solutions is a global leader in highly-engineered process and material handling equipment and systems for a wide variety of industries, including durable plastics, food, and recycling industries. Molding Technology Solutions is a global leader in highly-engineered processing equipment, systems, and aftermarket parts and service for the plastic technology processing industry.

The ~~accompanying unaudited~~ Consolidated Financial Statements include the accounts of Hillenbrand and its subsidiaries. They also include ~~two~~four subsidiaries where the Company’s ownership percentage is less than 100%. The Company’s fiscal year ends on September 30. Unless otherwise stated, references to years relate to fiscal years.

These unaudited Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements and therefore do not include all information required in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”). The unaudited Consolidated Financial Statements have been prepared on the same basis as, and should be read in conjunction with, the audited Consolidated Financial Statements and notes thereto included in the Company’s latest Annual Report on Form 10-K for the year ended September 30, ~~2021,~~2022, as filed with the SEC on November ~~17, 2021.~~16, 2022. In the opinion of management, these unaudited Consolidated Financial Statements reflect all adjustments necessary to present a fair statement of the Company’s consolidated financial position and the consolidated results of operations and cash flows as of the dates and for the periods presented and are normal and recurring in nature. The interim period results are subject to variation and are not necessarily indicative of the consolidated results of operations to be expected for the full fiscal year.

The preparation of the Consolidated Financial Statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of net revenue and expenses during the period. Actual results could differ from those estimates. Examples of such estimates include, but are not limited to, revenue recognition under

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the ~~overtime~~over time method, establishment of reserves related to ~~customer rebates,~~ doubtful accounts, warranties, ~~early-pay discounts,~~ inventories, income taxes, litigation, self-insurance, and progress toward achievement of performance criteria under incentive compensation programs.

As a result of the Russian Federation’s invasion of Ukraine in February 2022 (the “Ukraine War”), various nations, including the U.S., have instituted economic sanctions and other responsive measures, which have resulted in an increased level of global economic and political uncertainty. ~~Any~~The results of such geopolitical instability and uncertainty have had, and could continue to have, ~~a negative~~an impact on our ability to sell to, ship products to, collect payments from, and support customers in certain regions. The effects of the Ukraine War and such associated measures on management’s estimates and consolidated results of operations through March 31, ~~2022~~2023, are reflected in the Consolidated Financial Statements. As of and for the three and six months ended March 31, 2023 and 2022, the effects of the Ukraine War ~~have~~did not ~~had~~have a material impact on the Consolidated Financial Statements.

In addition, it has now been two years since March 11, 2020, when the World Health Organization declared the outbreak of the novel strain of coronavirus (“COVID-19”) a global pandemic and recommended containment and mitigation measures worldwide, and the effects of the COVID-19 pandemic and such associated measures on management’s estimates and results of operations through March 31, 2022 are reflected in the Consolidated Financial Statements. Given the unprecedented nature of the ongoing COVID-19 pandemic, the Company cannot reasonably estimate the full extent of the impact that the COVID-19 pandemic will continue to have on its consolidated financial condition, and the consolidated results of operations, and cash

~~Table of Contents~~

flows in the foreseeable future. The ultimate impact of the COVID-19 pandemic on the Company is highly uncertain and will depend on future developments, and such impacts could exist for an extended period of time, even after the ongoing COVID-19 pandemic subsides or if variant strains of the virus further impact the global economy or the Company.

Events and changes in circumstances arising after March 31, 2022, including those resulting from the ongoing impacts of the Ukraine War and the COVID-19 pandemic, will be reflected in management’s estimates for future periods in subsequent periodic filings.

2.Summary of Significant Accounting Policies

The significant accounting policies used in preparing the Consolidated Financial Statements are consistent with the accounting policies described in the Company’s Annual Report on Form 10-K as of and for the year ended September 30, ~~2021, except as described below.~~2022.

Recently Adopted Accounting Standards

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting ~~Standard~~Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes~~(“ASU 2019-12”)~~. ASU 2019-12 clarifies and simplifies accounting for income taxes by eliminating certain exceptions for intraperiod tax allocation principles, the methodology for calculating income tax rates in an interim period, and recognition of deferred taxes for outside basis differences in an investment, among other updates. The Company adopted ASU 2019-12 ~~became~~during the year ended September 30, 2022, and has applied it to all periods presented, as applicable.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. ASU 2021-08 requires companies to apply Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination. This generally will result in an acquirer recognizing contract assets and contract liabilities at amounts consistent with those recorded by the acquiree immediately before the acquisition as compared to the ASC 805, Business Combinations (“ASC 805”) requirement that an acquirer recognize and measure the assets it acquires and liabilities it assumes at fair value on the acquisition date. ASU 2021-08 is effective for the Company’s fiscal year beginning on October 1, ~~2021.~~2023, with early adoption permitted. The ~~adoption of~~Company early adopted ASU ~~2019-12 did not have a material impact on~~2021-08 during the ~~Consolidated Financial Statements.~~year ended September 30, 2022, and has applied it to all acquisitions executed in the current year, as applicable.

No other new accounting pronouncements recently adopted or issued had or are expected to have a material impact on the Consolidated Financial Statements.

3.Revenue Recognition

Net revenue includes gross revenue less sales discounts ~~customer rebates,~~and sales incentives, ~~and product returns,~~ all of which require the Company to make estimates for the portion of these allowances that have yet to be credited or paid to customers. The Company estimates these allowances using the expected value method, which is based upon historical ~~rates and projections of customer purchases toward contractual rebate thresholds.~~rates.

Contract balances

The balance in receivables from long-term manufacturing contracts at March 31, ~~2022~~2023 and September 30, ~~2021~~2022, was ~~$173.5~~$299.8 and ~~$121.9,~~$213.3, respectively. The change was driven by the impact of net revenue recognized prior to ~~billings.~~billings to customers. The balance in the liabilities from long-term manufacturing contracts and advances at March 31, ~~2022~~2023 and September 30, ~~2021~~2022, was ~~$299.9~~$390.7 and ~~$296.6,~~$290.3, respectively, and consists primarily of cash payments received or due in advance of satisfying performance obligations. The net revenue recognized for the six months ended March 31, ~~2022~~2023 and ~~2021~~2022, related to liabilities from long-term manufacturing contracts and advances as of September 30, 2022 and 2021, was $147.1 and ~~2020 was~~ $171.3, ~~and $97.6,~~ respectively. During the three and six months ended March 31, ~~2022~~2023 and ~~2021,~~2022, the adjustments related to performance obligations satisfied in previous periods were immaterial.

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Transaction price allocated to the remaining performance obligations

As of March 31, ~~2022,~~2023, the aggregate amount of transaction price of remaining performance obligations for the Company, which corresponds to backlog as defined in Part I, Item 2 of this Quarterly Report on Form 10-Q, was ~~$1,700.5.~~$1,971.6. Approximately ~~78%~~77% of these performance obligations are expected to be satisfied over the next twelve months, and the remaining performance obligations, primarily within one to three years.

~~Table of Contents~~

Disaggregation of revenue

The following tables present net revenue by end market:


		Three Months Ended March 31, 2022								Six Months Ended March 31, 2022									Three Months Ended March 31, 2023				Six Months Ended March 31, 2023
		Advanced Process Solutions		Molding Technology Solutions		Batesville		Total		Advanced Process Solutions		Molding Technology Solutions		Batesville		Total			Advanced Process Solutions		Molding Technology Solutions		Total		Advanced Process Solutions		Molding Technology Solutions		Total
End Market
End market																		End market
Plastics	Plastics	$	229.5	$	—	$	—	$	229.5	$	464.5	$	—	$	—	$	464.5	Plastics	$	248.3	$	—	$	248.3	$	489.1	$	—	$	489.1
Automotive	Automotive	—		56.3		—		56.3		—		105.9		—		105.9		Automotive	—		52.5		52.5		—		101.7		101.7
Chemicals	Chemicals	25.3		—		—		25.3		49.5		—		—		49.5		Chemicals	32.1		—		32.1		56.8		—		56.8
Consumer goods	Consumer goods	—		35.3		—		35.3		—		75.0		—		75.0		Consumer goods	—		34.3		34.3		—		67.4		67.4
Food and pharmaceuticals	Food and pharmaceuticals	24.5		—		—		24.5		46.3		—		—		46.3		Food and pharmaceuticals	98.6		—		98.6		202.4		—		202.4
Custom molders	Custom molders	—		34.7		—		34.7		—		73.0		—		73.0		Custom molders	—		30.7		30.7		—		57.3		57.3
Packaging	Packaging	—		31.2		—		31.2		—		66.4		—		66.4		Packaging	—		37.4		37.4		—		66.0		66.0
Construction	Construction	—		23.8		—		23.8		—		48.4		—		48.4		Construction	—		38.7		38.7		—		69.8		69.8
Minerals and mining		10.9		—		—		10.9		23.0		—		—		23.0
Minerals																		Minerals	18.7		—		18.7		32.5		—		32.5
Electronics	Electronics	—		20.0		—		20.0		—		34.3		—		34.3		Electronics	—		19.7		19.7		—		35.6		35.6
Medical	Medical	—		20.2		—		20.2		—		40.2		—		40.2		Medical	—		15.2		15.2		—		31.7		31.7
Death care		—		—		176.3		176.3		—		—		338.8		338.8
Other industrial	Other industrial	24.4		29.6		—		54.0		48.4		56.7		—		105.1		Other industrial	32.8		31.9		64.7		62.5		73.8		136.3
Total	Total	$	314.6	$	251.1	$	176.3	$	742.0	$	631.7	$	499.9	$	338.8	$	1,470.4	Total	$	430.5	$	260.4	$	690.9	$	843.3	$	503.3	$	1,346.6

		Three Months Ended March 31, 2021								Six Months Ended March 31, 2021									Three Months Ended March 31, 2022				Six Months Ended March 31, 2022
		Advanced Process Solutions		Molding Technology Solutions		Batesville		Total		Advanced Process Solutions		Molding Technology Solutions		Batesville		Total			Advanced Process Solutions		Molding Technology Solutions		Total		Advanced Process Solutions		Molding Technology Solutions		Total
End Market
End market																		End market
Plastics	Plastics	$	210.4	$	—	$	—	$	210.4	$	405.1	$	—	$	—	$	405.1	Plastics	$	229.5	$	—	$	229.5	$	464.5	$	—	$	464.5
Automotive	Automotive	—		42.5		—		42.5		—		79.0		—		79.0		Automotive	—		56.3		56.3		—		105.9		105.9
Chemicals	Chemicals	20.2		—		—		20.2		39.3		—		—		39.3		Chemicals	25.3		—		25.3		49.5		—		49.5
Consumer goods	Consumer goods	—		23.8		—		23.8		—		46.6		—		46.6		Consumer goods	—		35.3		35.3		—		75.0		75.0
Food and pharmaceuticals	Food and pharmaceuticals	20.8		—		—		20.8		43.6		—		—		43.6		Food and pharmaceuticals	24.5		—		24.5		46.3		—		46.3
Custom molders	Custom molders	—		42.5		—		42.5		—		81.4		—		81.4		Custom molders	—		34.7		34.7		—		73.0		73.0
Packaging	Packaging	—		34.4		—		34.4		—		66.1		—		66.1		Packaging	—		31.2		31.2		—		66.4		66.4
Construction	Construction	—		31.8		—		31.8		—		52.2		—		52.2		Construction	—		23.8		23.8		—		48.4		48.4
Minerals and mining		12.4		—		—		12.4		24.3		—		—		24.3
Minerals																		Minerals	10.9		—		10.9		23.0		—		23.0
Electronics	Electronics	—		15.3		—		15.3		—		33.7		—		33.7		Electronics	—		20.0		20.0		—		34.3		34.3
Medical	Medical	—		21.0		—		21.0		—		42.2		—		42.2		Medical	—		20.2		20.2		—		40.2		40.2
Death care		—		—		166.0		166.0		—		—		330.8		330.8

Other industrial	Other industrial	37.5		43.7		—		81.2		79.8		90.7		—		170.5		Other industrial	24.4		29.6		54.0		48.4		56.7		105.1
Total	Total	$	301.3	$	255.0	$	166.0	$	722.3	$	592.1	$	491.9	$	330.8	$	1,414.8	Total	$	314.6	$	251.1	$	565.7	$	631.7	$	499.9	$	1,131.6

Table of ~~Contents~~Content

The following tables present net revenue by geography:


		Three Months Ended March 31, 2022								Six Months Ended March 31, 2022									Three Months Ended March 31, 2023				Six Months Ended March 31, 2023
		Advanced Process Solutions		Molding Technology Solutions		Batesville		Total		Advanced Process Solutions		Molding Technology Solutions		Batesville		Total			Advanced Process Solutions		Molding Technology Solutions		Total		Advanced Process Solutions		Molding Technology Solutions		Total
Geography(1)	Geography(1)																	Geography(1)
Americas	Americas	$	75.4	$	136.1	$	176.3	$	387.8	$	139.0	$	265.2	$	338.8	$	743.0	Americas	$	159.0	$	157.1	$	316.1	$	297.5	$	293.3	$	590.8
Asia	Asia	158.2		75.0		—		233.2		326.8		156.6		—		483.4		Asia	142.3		65.3		207.6		291.0		133.5		424.5
Europe, the Middle East, and Africa	Europe, the Middle East, and Africa	81.0		40.0		—		121.0		165.9		78.1		—		244.0		Europe, the Middle East, and Africa	129.2		38.0		167.2		254.8		76.5		331.3
Total	Total	$	314.6	$	251.1	$	176.3	$	742.0	$	631.7	$	499.9	$	338.8	$	1,470.4	Total	$	430.5	$	260.4	$	690.9	$	843.3	$	503.3	$	1,346.6

		Three Months Ended March 31, 2021								Six Months Ended March 31, 2021									Three Months Ended March 31, 2022				Six Months Ended March 31, 2022
		Advanced Process Solutions		Molding Technology Solutions		Batesville		Total		Advanced Process Solutions		Molding Technology Solutions		Batesville		Total			Advanced Process Solutions		Molding Technology Solutions		Total		Advanced Process Solutions		Molding Technology Solutions		Total
Geography(1)	Geography(1)																	Geography(1)
Americas	Americas	$	81.6	$	138.8	$	166.0	$	386.4	$	163.7	$	263.5	$	330.8	$	758.0	Americas	$	75.4	$	136.1	$	211.5	$	139.0	$	265.2	$	404.2
Asia	Asia	134.9		70.8		—		205.7		262.8		144.1		—		406.9		Asia	158.2		75.0		233.2		326.8		156.6		483.4
Europe, the Middle East, and Africa	Europe, the Middle East, and Africa	84.8		45.4		—		130.2		165.6		84.3		—		249.9		Europe, the Middle East, and Africa	81.0		40.0		121.0		165.9		78.1		244.0
Total	Total	$	301.3	$	255.0	$	166.0	$	722.3	$	592.1	$	491.9	$	330.8	$	1,414.8	Total	$	314.6	$	251.1	$	565.7	$	631.7	$	499.9	$	1,131.6

(1)

The Company attributes net revenue to a geography based upon the location of the end customer.

The following tables present net revenue by products and services:

Three Months Ended March 31, 2022 Six Months Ended March 31, 2022
Advanced Process Solutions Molding Technology Solutions Batesville Total Advanced Process Solutions Molding Technology Solutions Batesville Total
Products and Services
Equipment $ 222.9 $ 169.1 $ — $ 392.0 $ 454.4 $ 340.9 $ — $ 795.3
Parts and services 91.7 65.2 — 156.9 177.3 125.5 — 302.8
Death care — — 176.3 176.3 — — 338.8 338.8
Other — 16.8 — 16.8 — 33.5 — 33.5
Total $ 314.6 $ 251.1 $ 176.3 $ 742.0 $ 631.7 $ 499.9 $ 338.8 $ 1,470.4
Three Months Ended March 31, 2021 Six Months Ended March 31, 2021
Advanced Process Solutions Molding Technology Solutions Batesville Total Advanced Process Solutions Molding Technology Solutions Batesville Total
Products and Services
Equipment $ 208.2 $ 169.3 $ — $ 377.5 $ 406.1 $ 324.4 $ — $ 730.5
Parts and services 93.1 68.0 — 161.1 186.0 133.5 — 319.5
Death care — — 166.0 166.0 — — 330.8 330.8
Other — 17.7 — 17.7 — 34.0 — 34.0
Total $ 301.3 $ 255.0 $ 166.0 $ 722.3 $ 592.1 $ 491.9 $ 330.8 $ 1,414.8


	Three Months Ended March 31, 2023				Six Months Ended March 31, 2023
	Advanced Process Solutions		Molding Technology Solutions		Total		Advanced Process Solutions		Molding Technology Solutions		Total
Products and services
Equipment	$	305.5	$	173.2	$	478.7	$	610.8	$	335.3	$	946.1
Parts and services	125.0		70.8		195.8		232.5		135.4		367.9
Other	—		16.4		16.4		—		32.6		32.6
Total	$	430.5	$	260.4	$	690.9	$	843.3	$	503.3	$	1,346.6

	Three Months Ended March 31, 2022				Six Months Ended March 31, 2022
	Advanced Process Solutions		Molding Technology Solutions		Total		Advanced Process Solutions		Molding Technology Solutions		Total
Products and services
Equipment	$	222.9	$	169.1	$	392.0	$	454.4	$	340.9	$	795.3
Parts and services	91.7		65.2		156.9		177.3		125.5		302.8
Other	—		16.8		16.8		—		33.5		33.5
Total	$	314.6	$	251.1	$	565.7	$	631.7	$	499.9	$	1,131.6

Table of ~~Contents~~Content

The following tables present net revenue by timing of transfer:

Three Months Ended March 31, 2022 Six Months Ended March 31, 2022
Advanced Process Solutions Molding Technology Solutions Batesville Total Advanced Process Solutions Molding Technology Solutions Batesville Total
Timing of Transfer
Point in time $ 134.4 $ 240.8 $ 176.3 $ 551.5 $ 269.4 $ 486.9 $ 338.8 $ 1,095.1
Over time 180.2 10.3 — 190.5 362.3 13.0 — 375.3
Total $ 314.6 $ 251.1 $ 176.3 $ 742.0 $ 631.7 $ 499.9 $ 338.8 $ 1,470.4
Three Months Ended March 31, 2021 Six Months Ended March 31, 2021
Advanced Process Solutions Molding Technology Solutions Batesville Total Advanced Process Solutions Molding Technology Solutions Batesville Total
Timing of Transfer
Point in time $ 150.2 $ 255.0 $ 166.0 $ 571.2 $ 296.4 $ 491.9 $ 330.8 $ 1,119.1
Over time 151.1 — — 151.1 295.7 — — 295.7
Total $ 301.3 $ 255.0 $ 166.0 $ 722.3 $ 592.1 $ 491.9 $ 330.8 $ 1,414.8


	Three Months Ended March 31, 2023				Six Months Ended March 31, 2023
	Advanced Process Solutions		Molding Technology Solutions		Total		Advanced Process Solutions		Molding Technology Solutions		Total
Timing of transfer
Point in time	$	221.6	$	226.1	$	447.7	$	441.8	$	456.1	$	897.9
Over time	208.9		34.3		243.2		401.5		47.2		448.7
Total	$	430.5	$	260.4	$	690.9	$	843.3	$	503.3	$	1,346.6

	Three Months Ended March 31, 2022				Six Months Ended March 31, 2022
	Advanced Process Solutions		Molding Technology Solutions		Total		Advanced Process Solutions		Molding Technology Solutions		Total
Timing of transfer
Point in time	$	134.4	$	240.8	$	375.2	$	269.4	$	486.9	$	756.3
Over time	180.2		10.3		190.5		362.3		13.0		375.3
Total	$	314.6	$	251.1	$	565.7	$	631.7	$	499.9	$	1,131.6

4.~~Acquisitions and~~ Divestitures

~~Assets~~Batesville

This divestiture represented a strategic shift in Hillenbrand’s business and qualified as a discontinued operation. Accordingly, the operating results and cash flows related to the Batesville reportable operating segment have been reflected as discontinued operations in the Consolidated Statements of Operations and the Consolidated Statements of Cash Flows, while the assets and liabilities that were divested were classified within the Consolidated Balance Sheets as held for sale in the periods preceding the divestiture. The Company recognized a $586.0 pre-tax gain on divestiture, recorded within gain on divestiture of discontinued operations (net of income tax expense) in the Consolidated Statement of Operations for the three and six months ended March 31, 2023.

Certain indirect corporate costs included within operating expenses in the Consolidated Statements of Operations that were previously allocated to the Batesville reportable operating segment do not qualify for classification within discontinued operations and are now reported as operating expenses in continuing operations within corporate expenses. In addition, costs directly attributable to the Batesville reportable operating segment divestiture have been reflected in discontinued operations. As a result, income before income taxes of the historical Batesville reportable operating segment decreased $14.4 and $17.9 for the three and six months ended March 31, 2023, respectively, and decreased $0.3 and $0.6 for the three and six months ended March 31, 2022, respectively.

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Discontinued operations

Components of amounts reflected in the Consolidated Statements of Operations related to discontinued operations are presented in the table, as follows:


	Three Months Ended March 31,				Six Months Ended March 31,
	2023		2022		2023		2022
Net revenue	$	57.7	$	176.3	$	213.7	$	338.8
Cost of goods sold	38.5		121.7		142.2		228.7
Gross profit	19.2		54.6		71.5		110.1
Operating expenses	23.4		18.3		43.0		34.4
Other (income) expense, net	(0.3)		1.6		1.0		3.1
(Loss) income from discontinued operations before income taxes	(3.9)		34.7		27.5		72.6
Income tax (benefit) expense	(2.4)		8.3		8.0		18.3
(Loss) income from discontinued operations (net of income tax (benefit) expense)	(1.5)		26.4		19.5		54.3
Gain on divestiture of discontinued operations (net of $145.1 income tax expense)	440.9		—		440.9		—
Total income from discontinued operations	$	439.4	$	26.4	$	460.4	$	54.3

Held for sale

~~During~~The assets and liabilities of the fourth quarter of 2020, the Company announced that it had initiated a plan to divest the TerraSource Global (“TerraSource”) and flow control businesses, which included the Red Valve business (“Red Valve”) and Abel Pumps business (“ABEL”), which operated within the Advanced Process SolutionsBatesville reportable operating segment had been reflected as ~~these businesses were no longer considered a strategic fit with the Company’s long-term growth plan~~assets and operational objectives. As discussed below, the Company completed the divestitures of Red Valve on December 31, 2020, ABEL on March 10, 2021, and TerraSource on October 22, 2021. The Company had determined that these businesses met the criteria to be classified asliabilities held for sale ~~and therefore classified~~in the ~~related assets and liabilities as held for sale on~~periods preceding the ~~Consolidated Balance Sheets in periods prior to their completed sale.~~

divestiture. The following is a summary of the major categories of assets and liabilities ~~that have been classified as~~ held for sale ~~on the Consolidated Balance Sheet~~ at September 30, ~~2021:~~2022:

~~Table of Contents~~


Cash and cash equivalents	$	~~3.5~~1.9
Trade receivables, net	~~7.8~~59.5
Inventories, net	~~12.0~~48.2




Other assets	6.5
Current assets held for sale	$	116.1

Property, plant and equipment, net	~~12.0~~$	49.1
Operating lease right-of-use assets, net	~~1.9~~35.6
Intangible assets, net	~~49.5~~2.7
Goodwill	~~12.4~~8.3
~~Other~~Long-term assets	~~4.2~~9.6
~~Valuation allowance on disposal group~~ ~~(1)~~	~~(47.1)~~
~~Total~~Long-term assets held for sale	$	~~56.2~~105.3

Trade accounts payable	$	~~5.2~~62.0
~~Liabilities from long-term manufacturing contracts and advances~~Accrued compensation	~~7.5~~13.6
Operating lease liabilities	~~2.0~~
~~Deferred income taxes~~	~~1.9~~13.0
Other liabilities	~~2.3~~25.2
~~Total~~Current liabilities held for sale	$	~~18.9~~113.8

Operating lease liabilities	$	22.1
Other liabilities	3.7
Long-term liabilities held for sale	$	25.8

~~(1)~~The Company adjusted the carrying value to fair value less costs to sell for certain assets held for sale during the year ended September 30, 2021. Those assets were sold during the six months ended March 31, 2022.

The Company determined that the exit from these businesses did not represent a strategic shift that had a major effect on its Consolidated Results of Operations, and therefore these businesses were not classified as discontinued operations.

~~Divestiture of Flow Control Businesses~~

On December 31, 2020, the Company completed the divestiture of Red Valve to DeZURIK, Inc. in a transaction valued at $63.0. The sale included cash proceeds received at closing of $59.4, including working capital adjustments, and a $5.0 note receivable, included within other long-term assets on the Consolidated Balance Sheet.

As a result of the Red Valve divestiture, the Company recorded a pre-tax gain of $31.6 in the Consolidated Statement of Operations during the six months ended March 31, 2021. The related tax effect resulted in tax expense of $3.8 and was included within income tax expense in the Consolidated Statement of Operations during the six months ended March 31, 2021. The Company incurred $2.9 of transaction costs associated with the sale during the six months ended March 31, 2021, which were recorded within operating expenses in the Consolidated Statement of Operations. Red Valve’s results of operations were included within the Advanced Process Solutions reportable operating segment until the completion of the divestiture on December 31, 2020.

On March 10, 2021, the Company completed the divestiture of ABEL to IDEX Corporation, in a transaction valued at $103.5, subject to customary post-closing adjustments. The sale included cash proceeds received at closing of $106.3, including working capital adjustments.

As a result of the ABEL divestiture, the Company recorded a pre-tax gain of $34.1, after post-closing adjustments, in the Consolidated Statement of Operations during the three and six months ended March 31, 2021. The related tax effect resulted in tax expense of $6.7 and was included within income tax expense in the Consolidated Statement of Operations during the three and six months ended March 31, 2021. The Company incurred $3.0 and $3.8 of transaction costs associated with the sale during the three and six months ended March 31, 2021, respectively, which were recorded within operating expenses in the Consolidated Statements of Operations. ABEL’s results of operations were included within the Advanced Process Solutions reportable operating segment until the completion of the divestiture on March 10, 2021.

Table of ~~Contents~~Content

Divestiture of TerraSource

On October 22, 2021, the Company completed the divestiture of its TerraSource Global business (“TerraSource”) pursuant to a Contribution Agreement (“Agreement”) between the Company and certain affiliated companies of industrial holding company Right Lane Industries (“RLI”). Under the terms of the Agreement, Hillenbrand contributed TerraSource and its subsidiaries to a newly formed entity, TerraSource Holdings, LLC (“Holdings”), with RLI obtaining majority ownership and full operational control of TerraSource. In exchange for contributing the TerraSource business, the Company (i) received consideration in the form of a ~~five-year~~$25.6 five-year note, ~~with initial~~which was extended, subordinated, amended and restated in January 2023 to reflect a principal amount of ~~$25.6,~~$27.0, subject to certain adjustments, and an April 2028 maturity date, and (ii) also retained a 49% equity interest in Holdings through one of the Company’s indirect wholly-owned ~~subsidiaries.~~subsidiaries, which became an approximately 46% interest in connection with the January 2023 amendment to the five-year note. The fair value of the total consideration received by the Company at closing was $27.7 and is recorded within other long-term assets in the Consolidated Balance Sheet. Subsequent to the divestiture, the Company’s equity interest in Holdings is accounted for under the equity method of accounting as prescribed by GAAP.$27.7.

As a result of the TerraSource divestiture, the Company recorded a pre-tax loss ~~subject to customary~~of $3.1, after post-closing adjustments, ~~of $3.1~~ in the Consolidated Statement of Operations during the six months ended March 31, 2022. The Company incurred $0.4 of transaction costs associated with the divestiture during the six months ended March 31, 2022, which were recorded within operating expenses in the Consolidated Statement of Operations. TerraSource’s results of operations were included within the Advanced Process Solutions reportable operating segment until the completion of the divestiture on October 22, 2021.

Subsequent to the divestiture, the Company’s equity interest in Holdings is accounted for under the equity method of accounting as prescribed by GAAP.

5.Acquisitions

Acquisition of Peerless Food Equipment

On December 1, 2022, the Company completed the acquisition of the Peerless Food Equipment division (“Peerless”) of Illinois Tool Works Inc. for a purchase price of $59.2, net of certain customary post-closing adjustments and including cash acquired, using available borrowings under its existing $1,000.0 multi-currency credit facility (the “Facility”). Headquartered in Sidney, Ohio, Peerless is a premier supplier of industrial food processing equipment.

The acquisition of Peerless increases the Company's scale in the food end market, and by combining Peerless’s highly complementary equipment and solutions with existing Advanced Process Solutions reportable operating segment technologies, allows the Company to deliver more comprehensive solutions to its customers.

The results of Peerless are included in the Advanced Process Solutions reportable operating segment.

Preliminary purchase price allocation and other items

The Company utilized the services of an independent valuation consultant, along with estimates and assumptions determined by management, to estimate the fair value of the assets acquired and liabilities assumed. The preliminary allocation of the purchase price was based on an evaluation of the appropriate fair values and represents management’s best estimate based on available data. The purchase price allocation of the assets acquired and liabilities assumed is preliminary until the contractual post-closing adjustments are finalized, the final independent valuation consultant report is issued, and the measurement period allowed for under ASC 805 has closed. The final determination of the fair value of assets acquired and liabilities assumed will be completed within the one-year measurement period as allowed by ASC 805. Changes during the measurement period could be material. Based on current fair value estimates, the preliminary purchase price for Peerless has been allocated to individual assets acquired and liabilities assumed as of the acquisition date:

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	December 1, 2022 (as initially reported)		Measurement Period Adjustments		December 1, 2022 (as adjusted)
Assets acquired:
Current assets	$	16.2	$	1.3	$	17.5
Property, plant, and equipment	2.3		—		2.3
Intangible assets	—		25.3		25.3
Goodwill	50.9		(27.3)		23.6
Total assets acquired	69.4		(0.7)		68.7

Liabilities assumed:
Current liabilities	9.5		—		9.5

Total liabilities assumed	9.5		—		9.5
Net assets acquired	$	59.9	$	(0.7)	$	59.2

Measurement period adjustments

The preliminary purchase price allocation was based upon a preliminary valuation, and the Company’s estimates and assumptions are subject to change within the measurement period (defined as one year following the acquisition date). As a result of further refining its estimates and assumptions since the date of the acquisition, the Company recorded measurement period adjustments to the initial opening balance sheet as shown in the table above. Adjustments were primarily made to intangible assets and goodwill. There were no measurement period adjustments materially impacting earnings that would have been recorded in previous reporting periods if the adjustments had been recognized as of the acquisition date.

Intangible assets identified

The preliminary purchase price allocation included $25.3 of acquired identifiable intangible assets. Intangible assets consist of Peerless’s trade name and customer relationships, and will be amortized on a straight-line basis over the respective estimated periods for which the intangible assets will provide economic benefit to the Company. The determination of the useful lives is based upon various industry studies, historical acquisition experience, stability in the current Peerless customer base, economic factors, and future expected cash flows of the Company post acquisition of Peerless. The trade name was valued using the relief-from-royalty method of the income approach. Customer relationships were valued using the multi-period excess earnings method of the income approach. Significant assumptions used in the valuations included Peerless cash flow projections which were based on estimates used to price the Peerless acquisition, discount rates that were benchmarked with reference to the implied rate of return to the Company’s pricing model, and the applicable weighted-average cost of capital (13%).

The preliminary amounts allocated to intangible assets are as follows:


	Gross Carrying Amount		Weighted-Average Useful Life
Customer relationships	$	22.0	13 years
Trade name	3.3		10 years
Total intangible assets	$	25.3

Goodwill was calculated as the excess of the consideration transferred over the net assets recognized and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The factors contributing to the recognition of goodwill were based on strategic benefits that are expected to be realized from the acquisition. Goodwill is expected to be deductible for tax purposes.

The working capital assets and liabilities, as well as the property, plant, and equipment acquired, were valued using Level 2 inputs, which included data points that are observable, such as definitive sales agreements, appraisals or established market values of comparable assets (market approach). Goodwill and identifiable intangible assets were valued using Level 3 inputs, which are unobservable by nature, and included internal estimates of future cash flows (income approach). Significant increases (decreases) in any of those unobservable inputs in isolation would result in a significantly lower (higher) fair value

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measurement. Management used a third-party valuation firm to assist in the determination of the preliminary purchase accounting fair values, specifically those considered Level 3 measurements. Management ultimately oversees the third-party valuation firm to ensure that the transaction-specific assumptions are appropriate for the Company.

Impact on results of operations

The results of Peerless’ operations have been included in Hillenbrand’s Consolidated Financial Statements since the December 1, 2022, acquisition date. The following table provides the results of operations for Peerless included in Hillenbrand’s Consolidated Statement of Operations:


	Three Months Ended March 31, 2023		Six Months Ended March 31, 2023
Net revenue	$	7.5	$	11.4
(Loss) income from continuing operations before income taxes	(1.0)		0.1

During the six months ended March 31, 2023, the Company incurred $0.5 in acquisition expenses related to the Peerless acquisition, which are included in operating expenses in the Consolidated Statement of Operations.

Acquisition of LINXIS Group SAS

On October 6, 2022, the Company completed the acquisition of LINXIS Group SAS (“Linxis”) from IBERIS INTERNATIONAL S.À R.L, an affiliate of IK Partners, and additional sellers (collectively, the “Sellers”). As a result of the acquisition, the Company acquired from the Sellers all of the issued and outstanding securities of Linxis, and Linxis became a wholly owned subsidiary of the Company for total aggregate consideration of $590.8 (€596.2) in cash, reflecting an approximate enterprise value of $566.8 (€572.0) plus cash acquired at closing, subject to post-closing adjustments. The Company used available borrowings under the Facility to fund this acquisition.

Linxis has six market-leading brands – Bakon, Diosna, Shaffer, Shick Esteve, Unifiller, and VMI – that serve customers in over 100 countries. With a global manufacturing, sales and service footprint, Linxis specializes in design, manufacturing, and service of dosing, kneading, mixing, granulating, drying and coating technologies.

The results of Linxis are included in the Advanced Process Solutions reportable operating segment.

Purchase price allocation and other items

The Company utilized the services of an independent valuation consultant, along with estimates and assumptions determined by management, to estimate the fair value of the assets acquired and liabilities assumed. The preliminary allocation of the purchase price was based on an evaluation of the appropriate fair values and represents management’s best estimate based on available data. The purchase price allocation of the assets acquired and liabilities assumed is preliminary until the contractual post-closing adjustments are finalized, the final independent valuation consultant report is issued, and the measurement period allowed for under ASC 805 has closed. The final determination of the fair value of assets acquired and liabilities assumed will be completed within the one-year measurement period as allowed by ASC 805. Changes during the measurement period could be material. Based on current fair value estimates, the preliminary purchase price for Linxis has been allocated to individual assets acquired and liabilities assumed as of the acquisition date:

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	October 6, 2022 (as initially reported)		Measurement Period Adjustments		October 6, 2022 (as adjusted)
Assets acquired:
Cash and cash equivalents	$	22.9	$	—	$	22.9
Trade receivables	31.5		—		31.5
Receivables from long-term manufacturing contracts	12.1		—		12.1
Inventories	80.1		—		80.1
Prepaid expenses and other current assets	11.7		—		11.7
Property, plant, and equipment	36.7		1.1		37.8
Operating lease right-of-use assets	15.0		—		15.0
Intangible assets	243.8		—		243.8
Goodwill	332.0		(1.7)		330.3
Other noncurrent assets	1.0		—		1.0
Total assets acquired	786.8		(0.6)		786.2

Liabilities assumed:
Trade accounts payable	18.9		—		18.9
Liabilities from long-term manufacturing contracts	52.0		—		52.0
Accrued compensation	10.3		—		10.3
Other current liabilities	19.6		0.6		20.2
Accrued pension and postretirement healthcare	3.9		—		3.9
Operating lease liabilities	9.4		—		9.4
Deferred income taxes	77.0		(1.2)		75.8
Other noncurrent liabilities	0.3		—		0.3
Total liabilities assumed	191.4		(0.6)		190.8
Net assets acquired	595.4		—		595.4

Less: Fair value of Linxis noncontrolling interest (1)	(4.6)		—		(4.6)
Purchase price consideration	$	590.8	$	—	$	590.8

(1) While the Company acquired all issued and outstanding securities of Linxis in the acquisition, there remain certain noncontrolling interests in two subsidiaries of Linxis that existed as of the acquisition date.

Measurement period adjustments

The preliminary purchase price allocation was based upon a preliminary valuation, and the Company’s estimates and assumptions are subject to change within the measurement period (defined as one year following the acquisition date). As a result of further refining its estimates and assumptions since the date of the acquisition, the Company recorded measurement period adjustments to the initial opening balance sheet as shown in the table above. Adjustments were primarily made to property, plant and equipment, deferred income taxes, and goodwill. There were no measurement period adjustments materially impacting earnings that would have been recorded in previous reporting periods if the adjustments had been recognized as of the acquisition date.

Intangible assets identified

The preliminary purchase price allocation included $243.8 of acquired identifiable intangible assets. Intangible assets consist of Linxis’s trade name portfolio and customer relationships and will be amortized on a straight-line basis over the respective estimated periods for which the intangible assets will provide economic benefit to the Company. The determination of the useful lives is based upon various industry studies, historical acquisition experience, degree of stability in the current Linxis customer base, economic factors, and expected future cash flows of the Company post acquisition of Linxis. The trade name

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portfolio was valued using the relief-from-royalty method of the income approach. Customer relationships were valued using the multi-period excess earnings method of the income approach. Significant assumptions used in the valuations included Linxis cash flow projections which were based on estimates used to price the Linxis acquisition, discount rates that were benchmarked with reference to the implied rate of return to the Company’s pricing model, and the applicable weighted-average cost of capital (12%).

The preliminary amounts allocated to intangible assets are as follows:


	Gross Carrying Amount		Weighted-Average Useful Life
Customer relationships	$	211.1	13 years
Trade name	32.7		10 years
Total intangible assets	$	243.8

Goodwill was calculated as the excess of the consideration transferred over the net assets recognized and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The factors contributing to the recognition of goodwill were based on strategic benefits that are expected to be realized from the acquisition. None of the goodwill is expected to be deductible for income tax purposes.

The working capital assets and liabilities, as well as the property, plant and equipment acquired, were valued using Level 2 inputs, which included data points that are observable, such as definitive sales agreements, appraisals or established market values of comparable assets (market approach). Goodwill and identifiable intangible assets were valued using Level 3 inputs, which are unobservable by nature, and included internal estimates of future cash flows (income approach). Significant increases (decreases) in any of those unobservable inputs in isolation would result in a significantly lower (higher) fair value measurement. Management used a third-party valuation firm to assist in the determination of the preliminary purchase accounting fair values, specifically those considered Level 3 measurements. Management ultimately oversees the third-party valuation firm to ensure that the transaction-specific assumptions are appropriate for the Company.

Impact on results of operations

The results of Linxis operations have been included in Hillenbrand’s Consolidated Financial Statements since the October 6, 2022, acquisition date. The following table provides the results of operations for Linxis included in Hillenbrand’s Consolidated Statement of Operations:


	Three Months Ended March 31, 2023		Six Months Ended March 31, 2023
Net revenue	$	71.5	$	152.5
Loss from continuing operations before income taxes	(2.5)		(2.6)

During the six months ended March 31, 2023, the Company incurred $0.9 in acquisition expenses related to the Linxis acquisition, which are included in operating expenses in the Consolidated Statement of Operations.

Acquisition of Herbold Meckesheim GmbH

On August 31, 2022, the Company completed the acquisition of Herbold Meckesheim GmbH (“Herbold”) for $77.7 (€77.5) in cash, pursuant to a definitive acquisition agreement dated June 30, 2022. Based in Meckesheim, Germany, Herbold is a leader in recycling systems, specializing in key process steps such as washing, separating, drying, shredding, and pulverizing.

The acquisition of Herbold advances the Company’s long term growth strategy in the key end market of recycling. Herbold offers highly complementary technologies to Hillenbrand’s Coperion branded products and enhances the Company’s offering of complete recycling solutions.

The results of Herbold are included in the Advanced Process Solutions reportable operating segment.

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Preliminary purchase price allocation and other items

The Company utilized the services of an independent valuation consultant, along with estimates and assumptions determined by management, to estimate the fair value of the assets acquired and liabilities assumed. The preliminary allocation of the purchase price was based on an evaluation of the appropriate fair values and represents management’s best estimate based on available data. The purchase price allocation of the assets acquired and liabilities assumed is preliminary until the contractual post-closing adjustments are finalized, the final independent valuation consultant report is issued, and the measurement period allowed for under ASC 805 has closed. The final determination of the fair value of assets acquired and liabilities assumed will be completed within the one-year measurement period as allowed by ASC 805. Changes during the measurement period could be material. Based on current fair value estimates, the preliminary purchase price for Herbold has been allocated to individual assets acquired and liabilities assumed as of the acquisition date:


	August 31, 2022 (as initially reported)		Measurement Period Adjustments		August 31, 2022 (as adjusted)
Assets acquired:
Current assets	$	38.2	$	2.3	$	40.5
Property, plant, and equipment	4.7		2.3		7.0
Intangible assets	—		22.6		22.6
Goodwill	69.3		(18.8)		50.5
Other assets	5.3		—		5.3
Total assets acquired	117.5		8.4		125.9

Liabilities assumed:
Current liabilities	33.9		1.4		35.3
Other long-term liabilities	5.9		7.0		12.9
Total liabilities assumed	39.8		8.4		48.2
Net assets acquired	$	77.7	$	—	$	77.7

Measurement period adjustments

Intangible assets identified

The preliminary purchase price allocation included $22.6 of acquired identifiable intangible assets. Intangible assets consist of Herbold’s trade name, technology, and customer relationships, and will be amortized on a straight-line basis over the respective estimated periods for which the intangible assets will provide economic benefit to the Company. The determination of the useful lives is based upon various industry studies, historical acquisition experience, stability in the current Herbold customer base, economic factors, and future expected cash flows of the Company post acquisition of Herbold. The trade name and technology were valued using the relief-from-royalty method of the income approach. Customer relationships were valued using the multi-period excess earnings method of the income approach. Significant assumptions used in the valuations included Herbold cash flow projections which were based on estimates used to price the Herbold acquisition, discount rates that were benchmarked with reference to the implied rate of return to the Company’s pricing model, and the applicable weighted-average cost of capital (20%).

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The preliminary amounts allocated to intangible assets are as follows:


	Gross Carrying Amount		Weighted-Average Useful Life
Customer relationships	$	10.2	15 years
Trade name	8.0		10 years
Technology	4.4		7 years
Total intangible assets	$	22.6

Goodwill was calculated as the excess of the consideration transferred over the net assets recognized and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The factors contributing to the recognition of goodwill were based on strategic benefits that are expected to be realized from the acquisition. None of the goodwill is expected to be deductible for income tax purposes.

Impact on results of operations

The results of Herbold’s operations have been included in Hillenbrand’s Consolidated Financial Statements since the August 31, 2022, acquisition date. The following table provides the results of operations for Herbold included in Hillenbrand’s Consolidated Statement of Operations:


	Three Months Ended March 31, 2023		Six Months Ended March 31, 2023
Net revenue	$	12.2	$	32.2
Loss from continuing operations before income taxes	(1.6)		(3.4)

During the three and six months ended March 31, 2023, the acquisition expenses related to the Herbold acquisition were not material.

Acquisition of Gabler Engineering GmbH

On June 30, 2022, the Company completed the acquisition of Gabler Engineering GmbH (“Gabler”) for $12.9 (€12.6) in cash. Gabler, based in Malsch, Germany, specializes in the design, engineering, manufacturing, and implementation of plants and equipment for the confectionery and pharmaceutical industries. The determination of the preliminary purchase price allocation to specific assets acquired and liabilities assumed is incomplete for Gabler. The final determination of the fair value of assets acquired and liabilities assumed will be completed within the one-year measurement period as allowed by ASC 805. The majority of the preliminary purchase price allocation was assigned to the fair value of the acquired property, plant and equipment, working capital assets and liabilities, and residual goodwill (which is currently estimated to be approximately $5.4). There were no material changes in the preliminary purchase price allocation during the three and six months ended March 31, 2023. Goodwill is not expected to be deductible for tax purposes. The results of Gabler are included in the Advanced Process Solutions reportable operating segment and are not material to the Consolidated Financial Statements for the three and six months ended March 31, 2023.

Supplemental Pro Forma Information

The supplemental pro forma financial information presented below is for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the Gabler, Herbold, Linxis, and Peerless acquisitions had been completed on the date indicated, does not reflect synergies that might have been achieved, and is

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not indicative of future results of operations or financial position. The pro forma adjustments are based upon currently available information and certain assumptions that Hillenbrand believes are reasonable under the circumstances.

The supplemental pro forma financial information reflects pro forma adjustments to present the combined pro forma results of operations as if the acquisitions of Gabler, Herbold, Linxis, and Peerless had occurred on October 1, 2021, to give effect to certain events that Hillenbrand believes to be directly attributable to the acquisitions. These pro forma adjustments primarily include:

•an increase to depreciation and amortization expense that would have been recognized due to acquired tangible and intangible assets;

•an adjustment to interest expense to reflect the additional borrowings of Hillenbrand and the repayment of Linxis’s historical debt in conjunction with the acquisition;

•an adjustment to remove business acquisition and integration costs and inventory step-up costs during the three and six months ended March 31, 2023, as these costs are non-recurring in nature and would not have a continuing effect on Hillenbrand’s results of operations; and

•the related income tax effects of the adjustments noted above.

The supplemental pro forma financial information for the periods presented is as follows:


	Three Months Ended March 31,				Six Months Ended March 31,
	2023		2022		2023		2022
Net revenue	$	690.9	$	686.2	$	1,352.4	$	1,347.2
Income from continuing operations attributable to Hillenbrand	28.9		29.6		63.7		48.6

Income from continuing operations attributable to Hillenbrand — per share of common stock:
Basic earnings per share from continuing operations	$	0.41	$	0.40	$	0.92	$	0.67
Diluted earnings per share from continuing operations	$	0.41	$	0.40	$	0.91	$	0.66

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6.Supplemental Consolidated Balance Sheet Information


		March 31, 2022		September 30, 2021			March 31, 2023		September 30, 2022
Allowance for doubtful accounts	Allowance for doubtful accounts	$	28.3	$	26.0	Allowance for doubtful accounts	$	7.3	$	6.4

Warranty reserves	Warranty reserves	$	23.7	$	24.2	Warranty reserves	$	27.9	$	22.4

Accumulated depreciation on property, plant, and equipment	Accumulated depreciation on property, plant, and equipment	$	400.7	$	381.6	Accumulated depreciation on property, plant, and equipment	$	210.7	$	197.6

Inventories, net:	Inventories, net:					Inventories, net:
Raw materials and components	Raw materials and components	$	187.4	$	153.1	Raw materials and components	$	276.9	$	210.1
Work in process	Work in process	113.1		104.0		Work in process	125.8		107.9
Finished goods	Finished goods	180.7		154.5		Finished goods	185.6		167.6
Total inventories, net	Total inventories, net	$	481.2	$	411.6	Total inventories, net	$	588.3	$	485.6

Other current liabilities:						Other current liabilities:
Income tax payable						Income tax payable	$	204.6	$	33.6
Other current liabilities						Other current liabilities	208.0		172.1
Total other current liabilities						Total other current liabilities	$	412.6	$	205.7

The ~~Company specifically considered~~following table provides a reconciliation of cash and cash equivalents, restricted cash, and cash and cash equivalents held for sale reported within the ~~impact~~Consolidated Balance Sheets that sum to the total of the ~~ongoing COVID-19 pandemic as well as~~same amounts shown in the ~~Ukraine War on its receivables and inventories and determined there was no material impact on existing receivables and inventories at March 31, 2022 or September 30, 2021.~~Consolidated Statements of Cash Flows:


	March 31, 2023		March 31, 2022
Cash and cash equivalents	$	315.1	$	442.9
Cash and cash equivalents held for sale	—		1.9
Short-term restricted cash included in other current assets	0.8		1.2

Total cash and cash equivalents, restricted cash, and cash and cash equivalents held for sale shown in the Consolidated Statements of Cash Flows	$	315.9	$	446.0

6.7.Leases

For the three and six months ended March 31, ~~2022~~2023 and ~~2021,~~2022, the Company recognized ~~$10.8~~$8.1 and ~~$19.2,~~$15.2, and ~~$8.7~~$6.8 and ~~$17.6~~$12.9 of operating lease expense, respectively, including short-term lease expense and variable lease costs, which were immaterial in each period. The Company’s finance leases were insignificant as of March 31, ~~2022~~2023 and September 30, ~~2021.~~2022.

The following table presents supplemental Consolidated Balance Sheet information related to the Company’s operating leases:


	March 31, 2023			September 30, 2022
Operating lease right-of-use assets, net	$	108.0		$	87.9

Other current liabilities	20.4			15.7
Operating lease liabilities	83.2			70.5
Total operating lease liabilities	$	103.6		$	86.2

Weighted-average remaining lease term (in years)	7.6			7.9

Weighted-average discount rate	3.1		%	2.7		%

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March 31, 2022 September 30, 2021
Operating lease right-of-use assets, net $ 136.0 $ 138.1
Other current liabilities 30.0 30.7
Operating lease liabilities 104.4 105.6
Total operating lease liabilities $ 134.4 $ 136.3
Weighted-average remaining lease term (in years) 7.3 7.2
Weighted-average discount rate 2.3 % 2.1 %

As of March 31, ~~2022,~~2023, the maturities of the Company’s operating lease liabilities were as follows:


2022 (excluding the six months ended March 31, 2022)		$	16.7
2023		29.7
2023 (excluding the six months ended March 31, 2023)				2023 (excluding the six months ended March 31, 2023)	$	11.1
2024	2024	21.3		2024	18.8
2025	2025	14.7		2025	16.3
2026	2026	12.0		2026	13.7
2027				2027	11.7
Thereafter	Thereafter	49.7		Thereafter	43.7
Total lease payments	Total lease payments	144.1		Total lease payments	115.3
Less: imputed interest	Less: imputed interest	(9.7)		Less: imputed interest	(11.7)
Total present value of lease payments	Total present value of lease payments	$	134.4	Total present value of lease payments	$	103.6

Supplemental Consolidated Statements of Cash Flow information related to the Company’s operating leases is as follows:


		Six Months Ended March 31,					Six Months Ended March 31,
		2022		2021			2023		2022
Cash paid for amounts included in the measurement of operating lease liabilities	Cash paid for amounts included in the measurement of operating lease liabilities	$	18.2	$	21.0	Cash paid for amounts included in the measurement of operating lease liabilities	$	10.8	$	10.3
Operating lease right-of-use assets, net obtained in exchange for new operating lease liabilities	Operating lease right-of-use assets, net obtained in exchange for new operating lease liabilities	16.8		13.1		Operating lease right-of-use assets, net obtained in exchange for new operating lease liabilities	8.1		15.5
Operating leases acquired in acquisitions						Operating leases acquired in acquisitions	15.0		—

7.8.Intangible Assets and Goodwill

Intangible Assets

Intangible assets are stated at the lower of cost or fair value. Intangible assets are amortized on a straight-line basis over periods ranging from three to 21 years, representing the period over which the Company expects to receive future economic benefits from these assets. The Company assesses the carrying value of ~~most~~indefinite-lived trade names annually, or more often if events or changes in circumstances indicate there may be an impairment.

The following ~~tables summarize~~table summarizes the carrying amounts and related accumulated amortization for intangible assets as of:

March 31, 2022 September 30, 2021
Cost Accumulated
Amortization Cost Accumulated
Amortization
Finite-lived assets:
Customer relationships $ 794.6 $ (214.8) $ 798.8 $ (195.4)
Technology, including patents 137.8 (66.9) 137.6 (62.7)
Software 70.8 (60.6) 68.3 (59.4)
1,003.2 (342.3) 1,004.7 (317.5)
Indefinite-lived assets:
Trade names 224.2 — 226.6 —
Total $ 1,227.4 $ (342.3) $ 1,231.3 $ (317.5)


	March 31, 2023				September 30, 2022
	Cost		Accumulated Amortization		Cost		Accumulated Amortization
Finite-lived assets:
Customer relationships	$	1,032.9	$	(262.1)	$	739.6	$	(221.1)
Trade names	47.9		(2.4)		—		—
Technology, including patents	141.8		(77.7)		132.9		(68.4)
Software	39.3		(30.4)		34.4		(27.0)


	1,261.9		(372.6)		906.9		(316.5)
Indefinite-lived assets:
Trade names	223.0		—		217.6		—

Total	$	1,484.9	$	(372.6)	$	1,124.5	$	(316.5)

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The net change in intangible assets during the six months ended March 31, ~~2022~~2023, was driven primarily by the acquisitions of Linxis, Herbold, and Peerless which included acquired intangible assets of $291.7, including impact of measurement period adjustments, normal amortization, and foreign currency adjustments. See Note 5 for further detail on the acquisitions of Linxis, Herbold, and Peerless. Estimated amortization expense related to intangible assets for the next five years is: $76.1 in 2023, $76.0 in 2024, $73.2 in 2025, $72.4 in 2026, and $72.6 in 2027.

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Goodwill

Goodwill is not amortized, but is subject to annual impairment tests. Goodwill has been assigned to reporting units within the reportable operating segments. The Company assesses the carrying value of goodwill annually, or more often if events or changes in circumstances indicate there may be impairment. Impairment testing is performed at a reporting unit level.

The following table summarizes the changes in the Company’s goodwill, by reportable operating segment, for the six months ended March 31, ~~2022:~~2023:

Advanced Process Solutions Molding Technology Solutions Batesville Total
Balance as of September 30, 2021 $ 484.9 $ 675.4 $ 8.3 $ 1,168.6
Foreign currency adjustments (8.9) 0.2 — (8.7)
Balance as of March 31, 2022 $ 476.0 $ 675.6 $ 8.3 $ 1,159.9


	Advanced Process Solutions		Molding Technology Solutions		Total
Balance as of September 30, 2022	$	516.0	$	635.1	$	1,151.1
Acquisitions(1)	353.9		—		353.9
Acquisition measurement period adjustments	(18.7)		—		(18.7)


Foreign currency adjustments	60.5		14.4		74.9
Balance as of March 31, 2023	$	911.7	$	649.5	$	1,561.2

(1)See Note 5 for further information on the acquisitions of Linxis and Peerless.

During the three and six months ended March 31, 2023 and 2022, the Company did not observe any triggering events or substantive changes in circumstances requiring the need for an interim impairment assessment.

8.9.Financing Agreements

The following table summarizes Hillenbrand’s current and long-term debt as ~~of the dates reported in the Consolidated Balance Sheets:~~of:


		March 31, 2022		September 30, 2021			March 31, 2023		September 30, 2022

$1,000.0 revolving credit facility (excluding outstanding letters of credit)						$1,000.0 revolving credit facility (excluding outstanding letters of credit)	$	—	$	6.7
$200.0 term loan						$200.0 term loan	197.5		—
$400.0 senior unsecured notes (1)	$400.0 senior unsecured notes (1)	$	396.4	$	395.8	$400.0 senior unsecured notes (1)	397.5		397.1
$375.0 senior unsecured notes, net of discount (2)	$375.0 senior unsecured notes, net of discount (2)	371.8		371.5		$375.0 senior unsecured notes, net of discount (2)	372.5		372.2
$350.0 senior unsecured notes (3)	$350.0 senior unsecured notes (3)	346.0		345.8		$350.0 senior unsecured notes (3)	346.4		346.2

$100.0 Series A Notes (4)	$100.0 Series A Notes (4)	99.8		99.8		$100.0 Series A Notes (4)	—		99.9
$900.0 revolving credit facility (excluding outstanding letters of credit)		—		—

Total debt	Total debt	1,214.0		1,212.9		Total debt	1,313.9		1,222.1
Less: current portion	Less: current portion	—		—		Less: current portion	10.0		—
Total long-term debt	Total long-term debt	$	1,214.0	$	1,212.9	Total long-term debt	$	1,303.9	$	1,222.1

(1)Includes unamortized debt issuance costs of ~~$3.6~~$2.5 and ~~$4.2~~$2.9 at March 31, ~~2022~~2023 and September 30, ~~2021,~~2022, respectively.

(2)Includes unamortized debt issuance costs of ~~$2.8~~$2.2 and ~~$3.1~~$2.5 at March 31, ~~2022~~2023 and September 30, ~~2021,~~2022, respectively.

(3)Includes unamortized debt issuance costs of ~~$4.0~~$3.6 and ~~$4.2~~$3.8 at March 31, ~~2022~~2023 and September 30, ~~2021,~~2022, respectively.

(4)Includes unamortized debt issuance costs of ~~$0.2 and $0.2~~$0.1 at ~~March 31, 2022 and~~ September 30, ~~2021, respectively.~~2022.

With respect to the ~~Company’s $900.0 revolving credit facility (the “Revolver”), there were no outstanding balances~~Facility, as of March 31, ~~2022 or~~2023 and September 30, ~~2021.~~2022, the Company had outstanding balances of $0 and $6.7, respectively. As of March 31, ~~2022,~~2023, the Company had ~~$16.4~~$18.3 in outstanding letters of credit issued and ~~$883.6~~$981.7 of borrowing capacity under the ~~Revolver, all~~Facility, of which $793.0 was immediately available based on the Company’s most restrictive ~~covenant at March 31, 2022. There were no borrowings under~~covenant. During the ~~Revolver during the three and~~ six ~~mont~~hsmonths ended March 31, ~~2022.~~2023, the Company executed a $200.0 draw on the term loan commitment provided for by the Fourth Amended and Restated Credit Agreement (the “Credit Agreement”). The term loan will mature upon the maturity date of the Facility, June 8, 2027. The weighted-average interest ~~rates~~rate on borrowings under the ~~Revolver were 2.21%~~Facility was 3.12% and ~~2.28% for the three and~~ ~~six~~ ~~months ended March 31, 2021, respectively. The weighted average facility fee was 0.15%~~2.53% for the three and six months ended March 31, ~~2022,~~2023, respectively. There were no borrowings under the Facility during the three and ~~0.24%~~six months ended March 31, 2022. The weighted-average interest rate on the term loan was 5.99% and ~~0.27%~~5.84% for the three and six months ended March 31, ~~2021,~~2023, respectively. There were no borrowings on the term loan during the three and six months ended March 31, 2022. The ~~Revolver matures~~weighted average facility fee on ~~August 28, 2024.~~the Facility was 0.20% and 0.16% for the three and six months ended March 31, 2023, respectively, and 0.15% for both the three and six months ended March 31, 2022.

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$100.0 Series A Unsecured Notes

On December 15, 2014, the Company issued $100.0 in 4.60% Series A unsecured notes (“Series A Notes”) pursuant to the Private Shelf Agreement, dated as of December 6, 2012 (as amended, the “Shelf Agreement”), among the Company, Prudential Investment Management, Inc. (“Prudential”) and each Prudential Affiliate (as defined therein) that became a purchaser thereunder. During the three months ended March 31, 2023, the Company repaid in full the $100.0 in Series A Notes using a portion of the net proceeds from the Batesville divestiture and wrote off the remaining issuance costs associated with the Series A Notes.

Other credit arrangements

In the normal course of business, certain operating companies within ~~the Advanced Process Solutions~~our reportable operating ~~segment~~segments provide to certain customers bank guarantees and other credit arrangements in support of performance, warranty, advance payment, and other contractual obligations. This form of trade finance is customary in the industry and, as a result, the Company maintains adequate capacity to provide the guarantees. As of March 31, ~~2022~~2023 and September 30, ~~2021,~~2022, the Company had credit arrangements totaling ~~$405.2~~$435.3 and ~~$411.5,~~$373.6, respectively, under which ~~$235.8~~$311.0 and ~~$254.0,~~$247.4, respectively, were used for guarantees. These arrangements include the Company’s Syndicated ~~€175.0 Letter of Guarantee~~L/G Facility ~~(as amended, the “L/~~Agreement (“L/G Facility Agreement”) and other ancillary credit facilities. ~~The L/G Facility Agreement matures in March 2023.~~

Covenants related to current financing agreements

The ~~Company’s Third Amended and Restated~~ Credit Agreement, ~~dated August 28, 2019, as subsequently amended on October 8, 2019, January 10, 2020, May 29, 2020, February 2, 2021,~~L/G Facility Agreement and ~~June 14, 2021 (as amended, the “Credit Agreement”) and the Private~~ Shelf Agreement ~~dated as of December 16, 2012 (as amended, the “Shelf Agreement”)~~ contain the following financial ~~covenants for the current quarter:~~covenants: a maximum leverage ratio (as defined in the agreements) of 3.50 to 1.00 and a minimum ratio of ~~EBITDA~~earnings before interest, income tax, depreciation, and amortization (“EBITDA”) (as defined in the agreements) to interest expense of 3.00 to 1.00. The Company may elect to increase the maximum permitted leverage ratio to 4.00 to 1.00, following certain acquisitions, for four full fiscal quarters (plus the fiscal quarter in which the acquisition takes place). As permitted in the Credit Agreement, L/G Facility Agreement, ~~contains a~~and Shelf Agreement, following the acquisition of Linxis on October 6, 2022, the Company elected to increase the maximum permitted leverage ratio ~~of 3.50~~to 4.00 to 1.00 for the ~~current~~ quarter ended December 31, 2022, and ~~a minimum ratio of EBITDA to interest expense of 3.00 to 1.00 (both as defined in such agreement). Additionally,~~for the four succeeding quarters. The obligations under the Credit Agreement, ~~the~~ L/G Facility Agreement and the Shelf Agreement ~~provide the Company with the ability to sell assets and to incur debt at its international subsidiaries under certain conditions.~~are unsecured.

All obligations of the Company arising under the Credit Agreement, ~~the~~L/G Facility Agreement, $400.0 of senior unsecured notes due June 2025 (the “2020 Notes”), ~~the~~ $375.0 of senior unsecured notes due September 2026 (the “2019 Notes”), and the $350.0 of senior unsecured notes due March 2031 (the “2021 Notes”), ~~the $100.0 of 4.60% Series A unsecured notes (“Series A Notes”), and the L/G Facility Agreement~~ are fully and unconditionally, ~~and~~ jointly and severally, guaranteed by certain of the Company’s domestic subsidiaries.

The Credit Agreement, the L/G Facility Agreement, and the Shelf Agreement each contain certain other customary covenants, representations and warranties and events of default. The indentures governing the 2019 Notes, 2020 Notes, and 2021 Notes do not limit the Company’s ability to incur additional indebtedness. They do, however, contain certain covenants that restrict the Company’s ability to incur secured debt and to engage in certain sale and leaseback transactions. The indentures also contain customary events of default. The indentures provide holders of the senior unsecured notes with remedies if the Company fails to perform specific obligations. As of March 31, ~~2022,~~2023, Hillenbrand was in compliance with all covenants contained in the foregoing agreements and credit instruments and there were no events of default.

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9.10.Retirement Benefits

Defined Benefit Plans

Components of net periodic pension (benefit) cost included in the Consolidated Statements of Operations were as follows:

~~Table of Contents~~


		U.S. Pension Benefits				Non-U.S. Pension Benefits					U.S. Pension Benefits				Non-U.S. Pension Benefits
		Three Months Ended March 31,				Three Months Ended March 31,					Three Months Ended March 31,				Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022		2023		2022
Service costs	Service costs	$	0.1	$	0.1	$	0.6	$	0.5	Service costs	$	—	$	—	$	0.5	$	0.6
Interest costs	Interest costs	1.6		1.4		0.2		0.1		Interest costs	2.8		1.6		1.0		0.2
Expected return on plan assets	Expected return on plan assets	(2.7)		(2.7)		(0.3)		(0.2)		Expected return on plan assets	(3.4)		(2.7)		(0.2)		(0.3)

Amortization of net loss		0.4		0.6		—		0.8
Amortization of net loss (gain)										Amortization of net loss (gain)	0.1		0.4		(0.2)		—
Net periodic pension (benefit) cost	Net periodic pension (benefit) cost	$	(0.6)	$	(0.6)	$	0.5	$	1.2	Net periodic pension (benefit) cost	$	(0.5)	$	(0.7)	$	1.1	$	0.5

		U.S. Pension Benefits				Non-U.S. Pension Benefits					U.S. Pension Benefits				Non-U.S. Pension Benefits
		Six Months Ended March 31,				Six Months Ended March 31,					Six Months Ended March 31,				Six Months Ended March 31,
		2022		2021		2022		2021			2023		2022		2023		2022
Service costs	Service costs	$	0.2	$	0.3	$	1.1	$	1.0	Service costs	$	—	$	—	$	1.0	$	1.1
Interest costs	Interest costs	3.1		2.9		0.4		0.3		Interest costs	5.6		3.1		1.9		0.4
Expected return on plan assets	Expected return on plan assets	(5.4)		(5.4)		(0.5)		(0.4)		Expected return on plan assets	(6.8)		(5.4)		(0.5)		(0.5)
Amortization of net loss		0.8		1.1		0.6		1.5
Amortization of net loss (gain)										Amortization of net loss (gain)	0.2		0.8		(0.4)		0.6
Net periodic pension (benefit) cost	Net periodic pension (benefit) cost	$	(1.3)	$	(1.1)	$	1.6	$	2.4	Net periodic pension (benefit) cost	$	(1.0)	$	(1.5)	$	2.0	$	1.6

Defined Contribution Plans

Expenses related to the Company’s defined contribution plans were ~~$3.7~~$2.5 and ~~$8.4~~$5.4 for the three and six months ended March 31, 2023, respectively, and $2.0 and $4.7 for the three and six months ended March 31, 2022, ~~respectively, and $2.9 and $6.6 for the three and six months ended March 31, 2021,~~ respectively.

~~10.~~11.Income Taxes

The effective tax rates for the three months ended March 31, 2023 and 2022 were 50.0% and ~~2021 were 34.5% and 27.8%~~41.9%, respectively. The increase in the effective tax rate was primarily driven by an ~~unfavorable geographic mix of income and an~~increase in the accrual for taxes on unremitted foreign earnings, partially offset by a non-recurring prior period unfavorable change in an estimate related to foreign tax credits, ~~that had been recognized in~~ the ~~prior period.~~impact of divestitures, the impact of tax loss carryforwards within the Molding Technology Solutions reportable operating segment on the net domestic taxes on foreign earnings, and the revaluation of deferred tax balances as a result of foreign currency fluctuations.

The effective tax rates for the six months ended March 31, 2023 and 2022 were 34.2% and ~~2021 were 33.2% and 28.3%~~40.1%, respectively. The ~~increase~~decrease in the effective tax rate was primarily driven by ~~an unfavorable geographic mix~~the favorable recognition of ~~income and an~~discrete tax benefits resulting from the approval of the incentive tax rate for certain operations located in China, the tax benefit of equity compensation, a non-recurring prior period unfavorable change in an estimate related to foreign tax credits, ~~that had been recognized in~~ the ~~prior period,~~impact of divestitures, the impact of tax loss carryforwards within the Molding Technology Solutions reportable operating segment on the net domestic taxes on foreign earnings, and the revaluation of deferred tax balances as ~~well as the divestiture~~a result of ~~TerraSource,~~foreign currency fluctuations. These items were partially offset by an ~~increased tax benefit~~increase in the accrual for taxes on ~~equity compensation.~~

unremitted foreign earnings.

~~11.~~12.Earnings per share

The dilutive effects of performance-based stock awards were included in the computation of diluted earnings per share at the level the related performance criteria were met through the respective Consolidated Balance Sheet date. Potential dilutive effects, representing approximately 350,000 and 400,000 shares at ~~both~~ March 31, 2023 and 2022, ~~and 2021,~~respectively, were excluded from the computation of diluted earnings per share as the related performance criteria were not yet met, although the Company expects to meet various levels of criteria in the future.

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		Three Months Ended March 31,				Six Months Ended March 31,				Three Months Ended March 31,				Six Months Ended March 31,
		2022		2021		2022		2021				2023		2022		2023		2022
Net income attributable to Hillenbrand		$	54.3	$	78.1	$	103.3	$	154.5
Income from continuing operations											Income from continuing operations	$	24.1	$	29.4	$	50.9	$	51.6
Less: Net income attributable to noncontrolling interests											Less: Net income attributable to noncontrolling interests	0.8		1.5		3.1		2.6
Income from continuing operations attributable to Hillenbrand											Income from continuing operations attributable to Hillenbrand	$	23.3	$	27.9	$	47.8	$	49.0

Weighted-average shares outstanding (basic - in millions)	Weighted-average shares outstanding (basic - in millions)	73.1		75.5		72.9		75.4			Weighted-average shares outstanding (basic - in millions)	69.7		73.1		69.6		72.9
Effect of dilutive stock options and other unvested equity awards (in millions)	Effect of dilutive stock options and other unvested equity awards (in millions)	0.6		0.7		0.6		0.4			Effect of dilutive stock options and other unvested equity awards (in millions)	0.4		0.6		0.3		0.6
Weighted-average shares outstanding (diluted - in millions)	Weighted-average shares outstanding (diluted - in millions)	73.7		76.2		73.5		75.8			Weighted-average shares outstanding (diluted - in millions)	70.1		73.7		69.9		73.5

Basic earnings per share		$	0.74	$	1.04	$	1.42	$	2.05
Diluted earnings per share		$	0.74	$	1.03	$	1.40	$	2.04
Basic earnings per share from continuing operations attributable to Hillenbrand											Basic earnings per share from continuing operations attributable to Hillenbrand	$	0.33	$	0.38	$	0.69	$	0.67
Diluted earnings per share from continuing operations attributable to Hillenbrand											Diluted earnings per share from continuing operations attributable to Hillenbrand	$	0.33	$	0.38	$	0.68	$	0.66

Shares with anti-dilutive effect excluded from the computation of diluted earnings per share (in millions)	Shares with anti-dilutive effect excluded from the computation of diluted earnings per share (in millions)	0.1		0.5		0.1		0.8			Shares with anti-dilutive effect excluded from the computation of diluted earnings per share (in millions)	0.6		0.1		0.5		0.1

~~12.~~13. Accumulated Other Comprehensive Loss

The following tables summarize the changes in the accumulated balances for each component of accumulated other comprehensive loss:


		Pension and Postretirement		Currency Translation		Net Unrealized (Loss) Gain on Derivative Instruments		Total Attributable to Hillenbrand, Inc.		Noncontrolling Interests		Total			Pension and Postretirement		Currency Translation (1)		Net Unrealized (Loss) Gain on Derivative Instruments		Total Attributable to Hillenbrand, Inc.		Noncontrolling Interests		Total
Balance at September 30, 2021		$	(49.2)	$	13.1	$	(10.2)	$	(46.3)
Other comprehensive (loss) income before reclassifications:
Balance at September 30, 2022														Balance at September 30, 2022	$	(32.8)	$	(113.7)	$	(9.1)	$	(155.6)
Other comprehensive income before reclassifications:														Other comprehensive income before reclassifications:
Before tax amount	Before tax amount	—		(4.7)		1.3		(3.4)		$	(0.3)	$	(3.7)	Before tax amount	—		62.4		4.1		66.5		$	—	$	66.5
Tax expense	Tax expense	—		—		(0.2)		(0.2)		—		(0.2)		Tax expense	—		—		(1.2)		(1.2)		—		(1.2)
After tax amount	After tax amount	—		(4.7)		1.1		(3.6)		(0.3)		(3.9)		After tax amount	—		62.4		2.9		65.3		—		65.3
Amounts reclassified from accumulated other comprehensive loss ~~(1)~~(2)	Amounts reclassified from accumulated other comprehensive loss ~~(1)~~(2)	1.4		—		0.8		2.2		—		2.2		Amounts reclassified from accumulated other comprehensive loss ~~(1)~~(2)	(1.5)		—		0.4		(1.1)		—		(1.1)
Net current period other comprehensive income (loss)		1.4		(4.7)		1.9		(1.4)		$	(0.3)	$	(1.7)
Balance at March 31, 2022		$	(47.8)	$	8.4	$	(8.3)	$	(47.7)
Net current period other comprehensive (loss) income														Net current period other comprehensive (loss) income	(1.5)		62.4		3.3		64.2		$	—	$	64.2
Balance at March 31, 2023														Balance at March 31, 2023	$	(34.3)	$	(51.3)	$	(5.8)	$	(91.4)

(1)Includes gain and losses on intra-entity foreign currency transactions that are of a long-term investment nature.

(2)Amounts are net of tax.

1927

Table of ~~Contents~~Content


		Pension and Postretirement		Currency Translation		Net Unrealized (Loss) Gain on Derivative Instruments		Total Attributable to Hillenbrand, Inc.		Noncontrolling Interests		Total			Pension and Postretirement		Currency Translation (1)		Net Unrealized (Loss) Gain on Derivative Instruments		Total Attributable to Hillenbrand, Inc.		Noncontrolling Interests		Total
Balance at September 30, 2020		$	(69.6)	$	(21.1)	$	(12.1)	$	(102.8)
Other comprehensive income before reclassifications:
Balance at September 30, 2021														Balance at September 30, 2021	$	(49.2)	$	13.1	$	(10.2)	$	(46.3)
Other comprehensive (loss) income before reclassifications:														Other comprehensive (loss) income before reclassifications:
Before tax amount	Before tax amount	—		14.0		0.5		14.5		$	0.1	$	14.6	Before tax amount	—		(4.7)		1.3		(3.4)		$	(0.3)	$	(3.7)
Tax expense	Tax expense	—		—		(0.2)		(0.2)		—		(0.2)		Tax expense	—		—		(0.2)		(0.2)		—		(0.2)
After tax amount	After tax amount	—		14.0		0.3		14.3		0.1		14.4		After tax amount	—		(4.7)		1.1		(3.6)		(0.3)		(3.9)
Amounts reclassified from accumulated other comprehensive loss ~~(1)~~(2)	Amounts reclassified from accumulated other comprehensive loss ~~(1)~~(2)	1.8		—		0.9		2.7		—		2.7		Amounts reclassified from accumulated other comprehensive loss ~~(1)~~(2)	1.4		—		0.8		2.2		—		2.2
Net current period other comprehensive income		1.8		14.0		1.2		17.0		$	0.1	$	17.1
Net current period other comprehensive income (loss)														Net current period other comprehensive income (loss)	1.4		(4.7)		1.9		(1.4)		$	(0.3)	$	(1.7)

Balance at March 31, 2021		$	(67.8)	$	(7.1)	$	(10.9)	$	(85.8)
Balance at March 31, 2022														Balance at March 31, 2022	$	(47.8)	$	8.4	$	(8.3)	$	(47.7)

(1)Includes gains and losses on intra-foreign currency transactions that are of a long-term investment nature.

(2)Amounts are net of tax.

Reclassifications out of accumulated other comprehensive loss include:


		Three Months Ended March 31, 2022									Three Months Ended March 31, 2023
		Amortization of Pension and Postretirement (1)				(Gain) Loss on					Amortization of Pension and Postretirement (1)				(Gain) Loss on
		Net Loss Recognized		Prior Service Costs Recognized		Derivative Instruments		Total			Net Gain Recognized		Prior Service Costs Recognized		Derivative Instruments		Total
Affected Line in the Consolidated Statement of Operations:	Affected Line in the Consolidated Statement of Operations:									Affected Line in the Consolidated Statement of Operations:

Net revenue										Net revenue	$	—	$	—	$	0.1	$	0.1
Cost of goods sold	Cost of goods sold	$	—	$	—	$	(0.1)	$	(0.1)	Cost of goods sold	—		—		(0.9)		(0.9)

Other income, net	Other income, net	0.8		—		0.4		1.2		Other income, net	(0.2)		—		0.5		0.3
Gain on divestiture of discontinued operations (net of income tax expense)										Gain on divestiture of discontinued operations (net of income tax expense)	(1.4)		(0.1)		—		(1.5)
Total before tax	Total before tax	$	0.8	$	—	$	0.3	$	1.1	Total before tax	$	(1.6)	$	(0.1)	$	(0.3)	$	(2.0)
Tax expense	Tax expense							—		Tax expense							0.8
Total reclassifications for the period, net of tax	Total reclassifications for the period, net of tax							$	1.1	Total reclassifications for the period, net of tax							$	(1.2)

		Six Months Ended March 31, 2022									Six Months Ended March 31, 2023
		Amortization of Pension and Postretirement (1)				(Gain) Loss on					Amortization of Pension and Postretirement (1)				(Gain) Loss on
		Net Loss Recognized		Prior Service Costs Recognized		Derivative Instruments		Total			Net Loss Recognized		Prior Service Costs Recognized		Derivative Instruments		Total
Affected Line in the Consolidated Statement of Operations:	Affected Line in the Consolidated Statement of Operations:									Affected Line in the Consolidated Statement of Operations:

Cost of goods sold	Cost of goods sold	$	—	$	—	$	(0.3)	$	(0.3)	Cost of goods sold	$	—	$	—	$	(1.0)	$	(1.0)

Other income, net	Other income, net	1.7		—		1.0		2.7		Other income, net	(0.3)		—		1.0		0.7
Gain on divestiture of discontinued operations (net of income tax expense)										Gain on divestiture of discontinued operations (net of income tax expense)	(1.4)		(0.1)		—		(1.5)
Total before tax	Total before tax	$	1.7	$	—	$	0.7	$	2.4	Total before tax	$	(1.7)	$	(0.1)	$	—	$	(1.8)
Tax expense	Tax expense							(0.2)		Tax expense							0.7
Total reclassifications for the period, net of tax	Total reclassifications for the period, net of tax							$	2.2	Total reclassifications for the period, net of tax							$	(1.1)

(1)These accumulated other comprehensive loss components are included in the computation of net periodic pension (benefit) cost (see Note 9)10).

2028

Table of ~~Contents~~Content


		Three Months Ended March 31, 2021									Three Months Ended March 31, 2022
		Amortization of Pension and Postretirement (1)				Loss (Gain) on					Amortization of Pension and Postretirement (1)				(Gain) Loss on
		Net Loss Recognized		Prior Service Costs Recognized		Derivative Instruments		Total			Net Loss Recognized		Prior Service Costs Recognized		Derivative Instruments		Total
Affected Line in the Consolidated Statement of Operations:	Affected Line in the Consolidated Statement of Operations:									Affected Line in the Consolidated Statement of Operations:
Net revenue		$	—	$	—	$	0.2	$	0.2

Cost of goods sold	Cost of goods sold	—		—		(0.3)		(0.3)		Cost of goods sold	$	—	$	—	$	(0.1)	$	(0.1)

Other income, net	Other income, net	1.2		(0.1)		0.5		1.6		Other income, net	0.8		—		0.4		1.2
Total before tax	Total before tax	$	1.2	$	(0.1)	$	0.4	$	1.5	Total before tax	$	0.8	$	—	$	0.3	$	1.1
Tax expense	Tax expense							(0.4)		Tax expense							—
Total reclassifications for the period, net of tax	Total reclassifications for the period, net of tax							$	1.1	Total reclassifications for the period, net of tax							$	1.1

		Six Months Ended March 31, 2021									Six Months Ended March 31, 2022
		Amortization of Pension and Postretirement (1)				Loss (Gain) on					Amortization of Pension and Postretirement (1)				Loss (Gain) on
		Net Loss Recognized		Prior Service Costs Recognized		Derivative Instruments		Total			Net Loss Recognized		Prior Service Costs Recognized		Derivative Instruments		Total
Affected Line in the Consolidated Statement of Operations:	Affected Line in the Consolidated Statement of Operations:									Affected Line in the Consolidated Statement of Operations:
Net revenue		$	—	$	—	$	0.2	$	0.2

Cost of goods sold	Cost of goods sold	—		—		(0.3)		(0.3)		Cost of goods sold	$	—	$	—	$	(0.3)	$	(0.3)

Other income, net	Other income, net	2.5		(0.1)		1.0		3.4		Other income, net	1.7		—		1.0		2.7
Total before tax	Total before tax	$	2.5	$	(0.1)	$	0.9	$	3.3	Total before tax	$	1.7	$	—	$	0.7	$	2.4
Tax expense	Tax expense							(0.6)		Tax expense							(0.2)
Total reclassifications for the period, net of tax	Total reclassifications for the period, net of tax							$	2.7	Total reclassifications for the period, net of tax							$	2.2

(1)These accumulated other comprehensive loss components are included in the computation of net periodic pension (benefit) cost (see Note 9)10).

~~13.~~14.Share-Based Compensation


		Three Months Ended March 31,				Six Months Ended March 31,				Three Months Ended March 31,				Six Months Ended March 31,
		2022		2021		2022		2021				2023		2022		2023		2022
Share-based compensation costs	Share-based compensation costs	$	6.1	$	6.2	$	12.0	$	10.4		Share-based compensation costs	$	4.5	$	5.5	$	9.1	$	10.8
Less impact of income tax		1.4		1.4		2.8		2.4
Less impact of income taxes											Less impact of income taxes	1.0		1.2		2.1		2.5
Share-based compensation costs, net of tax	Share-based compensation costs, net of tax	$	4.7	$	4.8	$	9.2	$	8.0		Share-based compensation costs, net of tax	$	3.5	$	4.3	$	7.0	$	8.3

The Company has share-based compensation with long-term performance-based metrics that are contingent upon the Company’s relative total shareholder return and the creation of shareholder value, as well as time-based awards. Relative total shareholder return is determined by comparing the Company’s total shareholder return during a three-year period to the respective total shareholder returns of companies in a designated stock index. Creation of shareholder value is measured by the cumulative cash returns and final period net operating profit after tax compared to the established hurdle rate over a three-year period. For the performance-based awards contingent upon the creation of shareholder value, compensation expense is adjusted each quarter based upon actual results to date and any changes to forecasted information on each of the separate grants.

During the six months ended March 31, ~~2022,~~2023, the Company made the following grants:

~~Table of Contents~~


			Number of Units
Time-based stock awards			~~366,959~~256,927
Performance-based stock awards (maximum that can be earned)			~~317,373~~365,139

Table of Content

The Company’s time-based stock awards and performance-based stock awards granted during the six months ended March 31, ~~2022,~~2023, had weighted-average grant date fair values of ~~$46.48~~$51.32 and ~~$52.11,~~$67.38, respectively. Included in the performance-based stock awards granted during the six months ended March 31, ~~2022~~2023 are ~~182,667~~214,566 units whose payout level is based upon the Company’s relative total shareholder return over the three-year measurement period, as described above. These units will be expensed on a straight-line basis over the measurement period and are not subsequently adjusted after the grant date.

~~14.~~15.Other Income, Net


		Three Months Ended March 31,				Six Months Ended March 31,					Three Months Ended March 31,				Six Months Ended March 31,
		2022		2021		2022		2021			2023		2022		2023		2022

Interest income	Interest income	$	1.8	$	1.0	$	2.7	$	1.6	Interest income	$	(2.5)	$	(1.8)	$	(4.3)	$	(2.7)
Foreign currency exchange gain (loss), net		0.6		—		(0.3)		0.4
Foreign currency exchange loss (gain), net										Foreign currency exchange loss (gain), net	0.3		(0.7)		0.3		0.2
Other, net	Other, net	2.3		—		1.2		(1.4)		Other, net	(2.2)		(3.9)		(3.3)		(4.3)
Other income, net	Other income, net	$	4.7	$	1.0	$	3.6	$	0.6	Other income, net	$	(4.4)	$	(6.4)	$	(7.3)	$	(6.8)

~~15.~~16.Commitments and Contingencies

Like most companies, Hillenbrand is involved from time to time in claims, lawsuits, and government proceedings relating to its operations, including environmental, antitrust, patent infringement, business practices, commercial transactions, product and general liability, workers’ compensation, auto liability, ~~employment,~~employment-related, and other matters. The ultimate outcome of ~~these matters~~any claims, lawsuits, and proceedings cannot be predicted with certainty. An estimated loss from these contingencies is recognized when the Company believes it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated; however, it is difficult to measure the actual loss that might be incurred related to these matters. If a loss is not considered probable and/or cannot be reasonably estimated, the Company is required to make a disclosure if there is at least a reasonable possibility that a significant loss may have been incurred. Legal fees associated with claims and lawsuits are generally expensed as incurred.

Claims covered by insurance have in most instances deductibles and self-funded retentions up to $0.5 per occurrence or per claim, depending upon the type of coverage and policy period. For auto, workers’ compensation, and general liability claims in the U.S., outside insurance companies and third-party claims administrators generally assist in establishing individual claim reserves. An independent outside actuary often provides estimates of ultimate projected losses, including incurred but not reported claims, which are used to establish reserves for losses. For all other types of claims, reserves are established when payment is considered probable and are based upon advice from internal and external counsel and historical settlement information for ~~claims when~~ such ~~amounts are considered probable of payment.~~claims.

The liabilities recorded represent the best estimate of costs that the Company will incur in relation to such exposures, but it is possible that actual costs will differ from those estimates.

~~16.~~17.Fair Value Measurements

Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The authoritative guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability, developed based upon the best information available in the circumstances. The categorization of financial assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is broken down into three levels:

~~Table of Contents~~


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.

Table of Content

See the section below titled “Valuation ~~Techniques”~~techniques” for further discussion of how Hillenbrand determines fair value for certain assets and liabilities.

~~investments.~~


		Carrying Value at March 31, 2022		Fair Value at March 31, 2022 Using Inputs Considered as:							Carrying Value at March 31, 2023		Fair Value at March 31, 2023 Using Inputs Considered as:
				Level 1		Level 2		Level 3					Level 1		Level 2		Level 3
Assets:	Assets:									Assets:
Cash and cash equivalents	Cash and cash equivalents	$	444.8	$	444.8	$	—	$	—	Cash and cash equivalents	$	315.1	$	315.1	$	—	$	—
Restricted cash	Restricted cash	1.2		1.2		—		—		Restricted cash	0.8		0.8		—		—

Investments in rabbi trust	Investments in rabbi trust	4.2		4.2		—		—		Investments in rabbi trust	3.1		3.1		—		—
Derivative instruments	Derivative instruments	2.6		—		2.6		—		Derivative instruments	2.5		—		2.5		—

Liabilities:	Liabilities:									Liabilities:

Term loan										Term loan	197.5		—		197.5		—
2021 Notes	2021 Notes	$	350.0	$	321.5	$	—	$	—	2021 Notes	350.0		294.4		—		—
2020 Notes	2020 Notes	400.0		411.0		—		—		2020 Notes	400.0		400.1		—		—
2019 Notes	2019 Notes	374.6		382.8		—		—		2019 Notes	374.7		367.3		—		—
Series A Notes		100.0		—		102.8		—

Derivative instruments	Derivative instruments	3.5		—		3.5		—		Derivative instruments	2.7		—		2.7		—


		Carrying Value at September 30, 2021		Fair Value at September 30, 2021 Using Inputs Considered as:							Carrying Value at September 30, 2022		Fair Value at September 30, 2022 Using Inputs Considered as:
				Level 1		Level 2		Level 3					Level 1		Level 2		Level 3
Assets:	Assets:									Assets:
Cash and cash equivalents	Cash and cash equivalents	$	446.1	$	446.1	$	—	$	—	Cash and cash equivalents	$	232.2	$	232.2	$	—	$	—
Restricted cash	Restricted cash	1.3		1.3		—		—		Restricted cash	3.5		3.5		—		—
Cash and cash equivalents held for sale	Cash and cash equivalents held for sale	3.5		3.5		—		—		Cash and cash equivalents held for sale	1.9		1.9		—		—
Investments in rabbi trust	Investments in rabbi trust	4.2		4.2		—		—		Investments in rabbi trust	2.4		2.4		—		—
Derivative instruments	Derivative instruments	1.9		—		1.9		—		Derivative instruments	2.6		—		2.6		—

Liabilities:	Liabilities:									Liabilities:
The Facility										The Facility	6.7		—		6.7		—
2021 Notes	2021 Notes	$	350.0	$	349.0	$	—	$	—	2021 Notes	350.0		268.7		—		—
2020 Notes	2020 Notes	400.0		422.8		—		—		2020 Notes	400.0		394.5		—		—
2019 Notes	2019 Notes	374.6		421.3		—		—		2019 Notes	374.7		349.6		—		—

Series A Notes	Series A Notes	100.0		—		107.6		—		Series A Notes	100.0		—		97.6		—
Derivative instruments	Derivative instruments	2.5		—		2.5		—		Derivative instruments	8.0		—		8.0		—

Valuation ~~Techniques~~techniques

•Cash and cash equivalents, restricted cash, cash and cash equivalents held for sale, and investments in rabbi trust are classified within Level 1 of the fair value hierarchy. Financial instruments classified as Level 1 are based on quoted market prices in active markets. The types of financial instruments the Company classifies within Level 1 include most bank deposits, money market securities, and publicly traded mutual funds. The Company does not adjust the quoted market price for such financial instruments.

~~Table of Contents~~

•The Company estimates the fair value of foreign currency derivatives using industry accepted models. The significant Level 2 inputs used in the valuation of derivatives include spot rates, forward rates, and volatility. These inputs were obtained from pricing services, broker quotes, and other sources.

•The fair values of the Facility, term loan and Series A Notes were estimated based on internally-developed models, using current market interest rate data for similar issues, as there is no active market for the Facility, term loan, or Series A ~~Notes.~~Notes, and therefore, are classified within Level 2 of the fair value hierarchy.

Table of Content

•The fair values of the 2021 Notes, 2020 Notes, and 2019 Notes were based on quoted prices in active ~~markets.~~markets and are classified within Level 1 of the fair value hierarchy. The Company does not adjust the quoted market prices for such financial instruments.

Derivative instruments

The Company has hedging programs in place to manage its currency exposures. The objectives of the Company’s hedging programs are to mitigate exposures in gross margin and non-functional-currency-denominated assets and liabilities. Under these programs, the Company uses derivative financial instruments to manage the economic impact of fluctuations in currency exchange rates. These include foreign currency exchange forward contracts, which generally have terms up to 24 months. The aggregate notional value of derivatives was ~~$191.2~~$240.1 and ~~$186.4~~$156.0 at March 31, ~~2022~~2023 and September 30, ~~2021,~~2022, respectively. The derivatives are recorded at fair value primarily in other current assets and other current liabilities in the Consolidated Balance Sheets.

~~17.~~18.Segment and Geographical Information

As previously described, on February 1, 2023, the Company completed the divestiture of its Batesville reportable operating segment. The ~~Company currently conducts~~operating results and cash flows for the Batesville reportable operating segment have been classified as discontinued operations ~~through 3~~within the Consolidated Financial Statements for all periods presented.

Hillenbrand is now composed of two reportable operating segments: Advanced Process Solutions and Molding Technology ~~Solutions, and Batesville.~~Solutions. The Company’s reportable operating segments maintain separate financial information for which results of operations are evaluated on a regular basis by the Company’s chief operating decision maker in deciding how to allocate resources and in assessing performance.

The Company records the direct costs of business operations to the reportable operating segments, including stock-based compensation, asset impairments, restructuring activities, and business acquisition costs. Corporate provides management and administrative services to each reportable operating segment. These services include treasury management, human resources, legal, business development, information technology, tax compliance, ~~procurement,~~global supply management, sustainability, and other public company support functions such as internal audit, investor relations, and financial reporting. With limited exception for certain professional services and back-office and technology costs, the Company does not allocate these types of corporate expenses to the reportable operating segments.

Table of ~~Contents~~Content

The following tables present financial information for the Company’s reportable operating segments and significant geographical locations:


		Three Months Ended March 31,				Six Months Ended March 31,				Three Months Ended March 31,				Six Months Ended March 31,
		2022		2021		2022		2021				2023		2022		2023		2022
Net revenue	Net revenue										Net revenue
Advanced Process Solutions	Advanced Process Solutions	$	314.6	$	301.3	$	631.7	$	592.1		Advanced Process Solutions	$	430.5	$	314.6	$	843.3	$	631.7
Molding Technology Solutions	Molding Technology Solutions	251.1		255.0		499.9		491.9			Molding Technology Solutions	260.4		251.1		503.3		499.9
Batesville		176.3		166.0		338.8		330.8

Total	Total	$	742.0	$	722.3	$	1,470.4	$	1,414.8		Total	$	690.9	$	565.7	$	1,346.6	$	1,131.6

Adjusted EBITDA (1)	Adjusted EBITDA (1)										Adjusted EBITDA (1)
Advanced Process Solutions	Advanced Process Solutions	$	65.4	$	55.7	$	120.0	$	104.2		Advanced Process Solutions	$	73.2	$	65.4	$	144.5	$	120.0
Molding Technology Solutions	Molding Technology Solutions	50.4		50.8		102.2		99.2			Molding Technology Solutions	47.5		50.4		90.6		102.2
Batesville		37.2		44.6		77.7		96.9

Corporate	Corporate	(15.7)		(16.8)		(32.9)		(28.0)			Corporate	(12.1)		(15.5)		(25.2)		(32.4)

Net revenue (2)	Net revenue (2)										Net revenue (2)
United States	United States	$	348.4	$	343.1	$	664.1	$	671.8		United States	$	273.0	$	180.0	$	505.9	$	342.9
China	China	139.3		114.9		288.0		226.8			China	111.7		139.3		231.9		288.0
India	India	51.1		47.0		102.0		88.5			India	55.3		51.1		107.7		102.0
Germany	Germany	37.3		32.4		71.5		66.7			Germany	52.8		37.3		97.3		71.5
All other countries	All other countries	165.9		184.9		344.8		361.0			All other countries	198.1		158.0		403.8		327.2
Total	Total	$	742.0	$	722.3	$	1,470.4	$	1,414.8		Total	$	690.9	$	565.7	$	1,346.6	$	1,131.6

(1)Adjusted earnings before interest, income tax, depreciation, and amortization (“adjusted EBITDA”) is a non-GAAP measure used by management to measure segment performance and make operating decisions.

(2)The Company attributes net revenue to a geography based upon the location of the end customer.


		March 31, 2022		September 30, 2021			March 31, 2023		September 30, 2022
Total assets	Total assets					Total assets
Advanced Process Solutions	Advanced Process Solutions	$	1,591.9	$	1,596.5	Advanced Process Solutions	$	2,737.5	$	1,494.2
Molding Technology Solutions	Molding Technology Solutions	2,122.2		2,103.0		Molding Technology Solutions	1,973.1		2,052.6
Batesville		232.2		231.5

Corporate	Corporate	118.7		83.9		Corporate	119.9		99.3
Held for sale assets						Held for sale assets	—		221.4
Total	Total	$	4,065.0	$	4,014.9	Total	$	4,830.5	$	3,867.5

Tangible long-lived assets, net	Tangible long-lived assets, net					Tangible long-lived assets, net
United States	United States	$	150.1	$	161.1	United States	$	103.2	$	79.3
Germany	Germany	103.7		113.8		Germany	132.4		104.1
China	China	49.4		53.0		China	42.9		42.2
India	India	43.6		43.9		India	39.4		40.7
All other countries	All other countries	70.5		61.4		All other countries	85.3		53.5
Total	Total	$	417.3	$	433.2	Total	$	403.2	$	319.8

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The following schedule reconciles reportable operating segment adjusted EBITDA to consolidated net income:


		Three Months Ended March 31,				Six Months Ended March 31,				Three Months Ended March 31,				Six Months Ended March 31,
		2022		2021		2022		2021				2023		2022		2023		2022
Adjusted EBITDA:	Adjusted EBITDA:										Adjusted EBITDA:
Advanced Process Solutions	Advanced Process Solutions	$	65.4	$	55.7	$	120.0	$	104.2		Advanced Process Solutions	$	73.2	$	65.4	$	144.5	$	120.0
Molding Technology Solutions	Molding Technology Solutions	50.4		50.8		102.2		99.2			Molding Technology Solutions	47.5		50.4		90.6		102.2
Batesville		37.2		44.6		77.7		96.9

Corporate	Corporate	(15.7)		(16.8)		(32.9)		(28.0)			Corporate	(12.1)		(15.5)		(25.2)		(32.4)
Add:											Add:
Total income from discontinued operations											Total income from discontinued operations	439.4		26.4		460.4		54.3
Less:	Less:										Less:
Interest income	Interest income	(1.8)		(1.0)		(2.7)		(1.6)			Interest income	(2.5)		(1.8)		(4.3)		(2.7)
Interest expense	Interest expense	17.3		19.5		35.2		40.7			Interest expense	21.1		17.3		44.4		35.2
Income tax expense	Income tax expense	29.4		30.4		52.7		61.7			Income tax expense	24.1		21.2		26.4		34.5
Depreciation and amortization	Depreciation and amortization	27.0		28.3		54.9		57.6			Depreciation and amortization	31.0		24.6		62.0		50.2

Business acquisition, disposition, and integration costs	Business acquisition, disposition, and integration costs	3.9		9.7		11.5		18.8			Business acquisition, disposition, and integration costs	7.2		3.9		17.9		11.5
Inventory step-up charges											Inventory step-up charges	3.1		—		11.1		—
Restructuring and restructuring-related charges	Restructuring and restructuring-related charges	2.6		2.2		3.3		3.7			Restructuring and restructuring-related charges	0.5		2.6		1.5		3.3

(Gain) loss on divestitures		—		(34.1)		3.1		(65.7)
Loss on divestiture											Loss on divestiture	—		—		—		3.1
Other	Other	3.1		0.3		3.1		0.4			Other	—		3.1		—		3.1
Consolidated net income	Consolidated net income	$	55.8	$	79.0	$	105.9	$	156.7		Consolidated net income	$	463.5	$	55.8	$	511.3	$	105.9

~~18.~~19.Restructuring

The following schedule details the restructuring charges by reportable operating segment and the classification of those charges in the Consolidated Statements of Operations.


		Three Months Ended March 31, 2022						Three Months Ended March 31, 2021							Three Months Ended March 31, 2023						Three Months Ended March 31, 2022
		Cost of goods sold		Operating expenses		Total		Cost of goods sold		Operating expenses		Total			Cost of goods sold		Operating expenses		Total		Cost of goods sold		Operating expenses		Total
Advanced Process Solutions	Advanced Process Solutions	$	1.3	$	—	$	1.3	$	0.2	$	0.8	$	1.0	Advanced Process Solutions	$	(0.2)	$	—	$	(0.2)	$	1.3	$	—	$	1.3
Molding Technology Solutions	Molding Technology Solutions	—		—		—		1.2		0.4		1.6		Molding Technology Solutions	—		0.5		0.5		—		—		—
Batesville		—		—		—		—		0.1		0.1

Corporate	Corporate	—		1.0		1.0		—		0.5		0.5		Corporate	—		—		—		—		1.0		1.0
Total	Total	$	1.3	$	1.0	$	2.3	$	1.4	$	1.8	$	3.2	Total	$	(0.2)	$	0.5	$	0.3	$	1.3	$	1.0	$	2.3

		Six Months Ended March 31, 2022						Six Months Ended March 31, 2021							Six Months Ended March 31, 2023						Six Months Ended March 31, 2022
		Cost of goods sold		Operating expenses		Total		Cost of goods sold		Operating expenses		Total			Cost of goods sold		Operating expenses		Total		Cost of goods sold		Operating expenses		Total
Advanced Process Solutions	Advanced Process Solutions	$	2.2	$	0.2	$	2.4	$	0.8	$	1.7	$	2.5	Advanced Process Solutions	$	(0.1)	$	1.0	$	0.9	$	2.2	$	0.2	$	2.4
Molding Technology Solutions	Molding Technology Solutions	0.1		—		0.1		1.3		0.7		2.0		Molding Technology Solutions	—		0.5		0.5		0.1		—		0.1
Batesville		—		—		—		—		0.3		0.3

Corporate	Corporate	—		1.0		1.0		—		0.7		0.7		Corporate	—		—		—		—		1.0		1.0
Total	Total	$	2.3	$	1.2	$	3.5	$	2.1	$	3.4	$	5.5	Total	$	(0.1)	$	1.5	$	1.4	$	2.3	$	1.2	$	3.5

The restructuring charges during the three and six months ended March 31, ~~2022~~2023 and ~~2021~~2022, related primarily to severance costs. At March 31, ~~2022, $4.9~~2023, $1.6 of restructuring costs were accrued and expected to be paid over the next twelve months.

~~Advanced Process Solutions~~

During fiscal 2021, the Company’s wholly-owned subsidiary Coperion GmbH entered into an agreement with its local works council setting forth a restructuring plan related to its manufacturing facilities in Stuttgart and Weingarten, Germany, whereby certain operational functions will be shifted to the Company’s operations in Switzerland or to a third party provider (the “Plan”). As a result, the Company expects to incur severance and other related costs of approximately $11.0 to $12.0 and restructuring-related costs of $3.0 to $4.0 related to the Plan. Substantially all of these costs will result in future cash expenditures that are expected to be substantially paid by the end of calendar year 2022. As the employees are required to

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render service in order to receive termination benefits, the associated liability related to the Plan will be recognized ratably over the future service period. During the three and six months ended March 31, 2022, the Company recognized $1.3 and $2.2 of expense, respectively, and these amounts were included within cost of goods sold and operating expenses in the Company’s Consolidated Statements of Operations. The total liability related to the Plan was $3.3 as of March 31, 2022.

~~Molding Technology Solutions~~

The severance costs within the Molding Technology Solutions reportable operating segment during the three and six months ended March 31, 2021 were primarily related to the ongoing integration of Milacron.

~~19.Subsequent Events~~

~~Subsequent to March 31, 2022, the Company has repurchased approximately 926,000 shares of the Company’s common stock at a total cost of $40.5.~~

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~OPERATIONS~~

(financial amounts in millions, except share and per share data, throughout Management’s Discussion and Analysis)

FORWARD-LOOKING STATEMENTS AND FACTORS THAT MAY AFFECT FUTURE RESULTS

Throughout this Quarterly Report on Form 10-Q, we make a number of “forward-looking statements” that are within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, and that are intended to be covered by the safe harbor provided under these sections. As the words imply, these are statements about future sales, earnings, cash flow, results of operations, uses of cash, financings, share repurchases, ability to meet deleveraging goals, and other measures of financial performance or potential future plans or events, strategies, objectives, beliefs, prospects, assumptions, expectations, and projected costs or savings or transactions of the Company that might or might not happen in the future, as contrasted with historical information. Forward-looking statements are based on assumptions that we believe are reasonable, but by their very nature are subject to a wide range of risks. If our assumptions prove inaccurate or unknown risks and uncertainties materialize, actual results could vary materially from Hillenbrand’s expectations and projections.

Accordingly, in this Quarterly Report on Form 10-Q, we may say something like:

“We expect that future net revenue associated with ~~the Advanced Process Solutions and Molding Technology Solutions~~our reportable operating segments will be influenced by order backlog.”

That is a forward-looking statement, as indicated by the word “expect” and by the clear meaning of the sentence.

Other words that could indicate we are making forward-looking statements include:

intend

believe

plan

expect

may

goal

would

project

~~project~~position

become

pursue

estimate

will

forecast

continue

could

anticipate

~~anticipate~~remain

target

encourage

promise

improve

progress

potential

should

impact

This is not an exhaustive list, but is intended to give you an idea of how we try to identify forward-looking statements. The absence of any of these words, however, does not mean that the statement is not forward-looking.

Here is the key point: Forward-looking statements are not guarantees of future performance or events, and actual results or events could differ materially from those set forth in any forward-looking statements.

Any number of factors, manymany of which are beyond our control, could cause our performance to differ significantly from what is described in the forward-looking statements. ~~This includes~~These factors include, but are not limited to: global market and economic conditions, including those related to the financial markets; the impact of contagious diseases, such as the outbreak of the novel strain of coronavirus (“COVID-19”) and the escalation thereof due to variant strains of the virus and the societal, governmental, and individual responses thereto, including supply chain disruptions, loss of contracts and/or customers, erosion of some customers’ credit quality, downgrades of the Company’s credit quality, closure or temporary interruption of the Company’s or its suppliers’ manufacturing facilities, travel, shipping and logistical disruptions, domestic and international general economic conditions, such as inflation, exchange rates and interest rates, loss of human capital or personnel, and general economic calamities; risks related to the Russian Federation’s invasion of Ukraine (referred to herein as the “Ukraine War”) and resulting geopolitical instability and uncertainty, which have had, and could continue to have, ~~a negative~~an impact on our ability to sell to, ship products to, collect payments from, and support customers in certain regions, in addition to the potential effect of supply chain disruptions that could adversely affect profitability; ~~risks related to~~ the ~~ongoing COVID-19 pandemic and the escalation thereof due to variant strains~~risk of business disruptions associated with information technology, cyber-attacks, or catastrophic losses affecting infrastructure; negative effects of the ~~virus~~Linxis Group SAS (“Linxis”) acquisition or other acquisitions on the Company’s business, financial condition, results of operations and financial performance (including the ~~societal, governmental, and individual responses thereto, including supply chain disruptions, loss of contracts and/or customers, erosion of some customers’ credit quality, downgrades~~ability of the ~~Company’s credit quality, closure~~Company to maintain relationships with its customers, suppliers and others with whom it does business); the possibility that the anticipated benefits from the Linxis acquisition and other acquisitions cannot be realized by the Company in full or ~~temporary interruption~~at all or may take longer to realize than expected; risks that the integrations of Linxis or other acquired businesses disrupt current operations or pose potential difficulties in employee retention or otherwise affect financial or operating results; increasing competition for highly skilled and talented workers as well as labor shortages; our level of international sales and operations; the impact of incurring significant amounts of indebtedness and any inability of the ~~Company’s~~Company to respond to changes in its business or ~~suppliers’ manufacturing facilities, travel, shipping~~make future desirable acquisitions; the ability of the Company to comply with financial or other covenants in

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debt agreements; cyclical demand for industrial capital goods; the ability to recognize the benefits of any acquisition or disposition, including potential synergies and ~~logistical disruptions,~~cost savings or the failure of the Company or any acquired company to achieve its plans and ~~domestic~~objectives generally; impairment charges to goodwill and ~~international general economic conditions, such as inflation, exchange rates~~other identifiable intangible assets; competition in the industries in which we operate, including on price; impacts of decreases in demand or changes in technological advances, laws, or regulation on the revenues that we derive from the plastics industry; our reliance upon employees, agents, and ~~interest rates, loss of human capital or personnel,~~business partners to comply with laws in many countries and ~~general economic calamities, in addition to~~jurisdictions; increased costs, poor quality, or unavailability of raw materials or certain outsourced services and supply chain disruptions; ~~competition for highly skilled~~the dependence of our business units on relationships with several large customers and ~~talented workers~~providers; the impact to the Company’s effective tax rate of changes in the mix of earnings or tax laws and ~~labor shortages; the risk of business disruptions associated with information technology, cyber-attacks, or catastrophic losses affecting infrastructure; a variety of risks~~certain other tax-related matters; exposure to tax uncertainties and audits; involvement in claims, lawsuits and governmental proceedings related to ~~our integration~~operations; uncertainty in the United States political and regulatory environment or global trade policy; adverse foreign currency fluctuations; labor disruptions; and the effect of ~~Milacron Holdings Corp. (“Milacron”), including disruptions~~certain provisions of ~~current operations or difficulties in employee retention;~~the Company’s governing documents and ~~other risks~~Indiana law that ~~we disclose from time to time.~~could decrease the trading price of the Company’s common stock. Shareholders, potential investors, and other readers are urged to consider these risks and uncertainties in evaluating forward-looking statements and are cautioned not to place undue reliance on the forward-looking statements. For a more in-depth discussion of these and other factors that could cause actual results to differ from those contained in forward-looking statements, see the ~~discussions~~discussion under the heading “Risk Factors” in Part I, Item 1A of ~~Part I of~~Hillenbrand’s Form 10-K for the ~~Company’s Form 10-K~~year ended September 30, 2022, filed with the ~~SEC~~Securities and Exchange Commission (“SEC”) on November ~~17, 2021,~~16, 2022, and in Item 1A of Part II of this Quarterly Report on Form 10-Q, as well as other risks and uncertainties detailed in our other filings with the SEC from time to time. The forward-looking information in this Quarterly Report on Form 10-Q speaks only as of the date covered by this report, and we assume no obligation to update or revise any forward-looking ~~statements.~~information.

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EXECUTIVE OVERVIEW

Hillenbrand (www.Hillenbrand.com) is a global ~~diversified~~ industrial company ~~with multiple leading brands~~ that ~~serve a wide variety of industries~~provides highly-engineered, mission-critical processing equipment and solutions to customers around the world. ~~Hillenbrand’s~~Our portfolio is composed of ~~three reportable operating segments: Advanced Process Solutions, Molding Technology Solutions,~~leading industrial brands that serve large, attractive end markets, including durable plastics, food, and Batesville®. Advanced Process Solutions designs, develops, manufactures, and services highly engineered industrial equipment and systems around the world. Molding Technology Solutions is a global leader in highly engineered and customized equipment, systems, and service in plastic technology and processing. Batesville is a recognized leader in the death care industry in North America.

~~We strive~~recycling. The Company strives to provide superior return for our shareholders, exceptional value for our customers, ~~and~~ great professional opportunities for our employees, and to be responsible to our communities through deployment of the ~~HOM.~~Hillenbrand Operating Model (“HOM”). The HOM is a consistent and repeatable framework designed to produce sustainable and predictable results. The Company recently enhanced the HOM to support our transformation to a pure-play industrial company by incorporating Purpose, updating our management practices, and restating our values. The HOM describes ~~our~~the Company’s Purpose, mission, vision, values, and mindset as leaders; applies our management practices in Strategy, ~~Management, Segmentation, Lean, Talent Development,~~People, Operational Excellence, and ~~Acquisitions;~~Innovation & Technology; and prescribes ~~three~~four steps (Understand, Focus, Execute, and Grow) designed to make ~~our~~the Company’s businesses both bigger and better. ~~Our~~The Company’s goal is to continue developing Hillenbrand as a world-class global ~~diversified~~ industrial company through the deployment of the HOM.

Our strategy is to leverage our historically strong financial foundation and the implementation of the HOM to deliver sustainable profit growth, revenue expansion, and substantial free cash flow and then reinvest available cash in new growth initiatives that are focused on building platforms with leadership positions in our core markets and near adjacencies, both organically and inorganically, in order to create shareholder value.

During the three and six months ended March 31, ~~2022~~2023 and ~~2021,~~2022, the following operational decisions and economic developments had an impact on our current and future cash flows, results of operations, and consolidated financial position.

Divestitures

Divestiture of Batesville

As previously described, on February 1, 2023, the Company completed the sale of its Batesville reportable operating segment to BL Memorial Partners, LLC, a Delaware limited liability company owned by funds affiliated with LongRange Capital, L.P., for $761.5, subject to closing adjustments and including an $11.5 subordinated note. At closing, after the applicable adjustments, the Company received $698.0 in pre-tax cash proceeds, including an adjustment for cash on hand acquired from the Company, and the previously mentioned subordinated note. The Company recognized a $586.0 pre-tax gain on divestiture, recorded within gain on divestiture of discontinued operations (net of income tax expense) in the Consolidated Statement of Operations for the three and six months ended March 31, 2023.

This divestiture represented a strategic shift in Hillenbrand’s business and qualified as a discontinued operation. Unless otherwise noted, amounts presented in Management’s Discussion and Analysis are for continuing operations only.

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Divestiture of TerraSource

On October 22, 2021, the Company completed the divestiture of its TerraSource Global business (“TerraSource”) pursuant to a Contribution Agreement (“Agreement”) between the Company and certain affiliated companies of industrial holding company Right Lane Industries (“RLI”). Under the terms of the Agreement, Hillenbrand contributed TerraSource and its subsidiaries to a newly formed entity, TerraSource Holdings, LLC (“Holdings”), with RLI obtaining majority ownership and full operational control of TerraSource. In exchange for contributing the TerraSource business, the Company (i) received consideration in the form of a $25.6 five-year note, which was extended, subordinated, amended and restated in January 2023 to reflect a principal amount of $27.0, subject to certain adjustments, and an April 2028 maturity date, and (ii) also retained a 49% equity interest in Holdings through one of the Company’s indirect wholly-owned subsidiaries, which became an approximately 46% interest in connection with the January 2023 amendment to the five-year note. The fair value of the total consideration received by the Company at closing was $27.7.

As a result of the TerraSource divestiture, the Company recorded a pre-tax loss of $3.1, after post-closing adjustments, in the Consolidated Statement of Operations during the six months ended March 31, 2022. The Company incurred $0.4 of transaction costs associated with the divestiture during the six months ended March 31, 2022, which were recorded within operating expenses in the Consolidated Statement of Operations. TerraSource’s results of operations were included within the Advanced Process Solutions reportable operating segment until the completion of the divestiture on October 22, 2021. Subsequent to the divestiture, the Company’s equity interest in Holdings is accounted for under the equity method of accounting as prescribed by Generally Accepted Accounting Principles (“GAAP”).

Acquisitions

Acquisition of Peerless Food Equipment

Acquisition of LINXIS Group SAS

On October 6, 2022, the Company completed the acquisition of LINXIS Group SAS (“Linxis”) from IBERIS INTERNATIONAL S.À R.L, an affiliate of IK Partners, and additional sellers (collectively, the “Sellers”). As a result of the acquisition, the Company acquired from the Sellers all of the issued and outstanding securities of Linxis, and Linxis became a wholly owned subsidiary of the Company for total aggregate consideration of $590.8 (€596.2), in cash, reflecting an approximate enterprise value of $566.8 (€572.0) plus cash acquired at closing, subject to post-closing adjustments. The Company used available borrowings under the Facility to fund this acquisition.

Acquisition of Herbold Meckesheim GmbH

Acquisition of Gabler Engineering GmbH

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equipment for the confectionery and pharmaceutical industries. The results of Gabler are included in the Advanced Process Solutions reportable operating segment.

Change in Reportable Operating Segments

As a result of the Batesville divestiture, Hillenbrand is now composed of two reportable operating segments: Advanced Process Solutions and Molding Technology Solutions. Advanced Process Solutions is a global leader in highly-engineered process and material handling equipment and systems for a wide variety of industries, including durable plastics, food, and recycling industries. Molding Technology Solutions is a global leader in highly-engineered processing equipment, systems, and aftermarket parts and service for the plastic technology processing industry.

Ukraine War

As a result of the Ukraine War, various nations, including the ~~U.S.,~~United States, have instituted economic sanctions and other responsive measures, which have resulted in an increased level of global economic and political uncertainty. ~~Any~~The results of such geopolitical instability and uncertainty have had, and could continue to have, ~~a negative~~an impact on our ability to sell to, ship products to, collect payments from, and support customers in certain regions.

We have suspended all new business in Russia and Belarus but may be contractually obligated to complete certain existing contracts, insofar as economic sanctions do not prevent us from doing so. ~~Furthermore, the~~The impacts of sanctions and other measures being imposed have not had a material impact to the consolidated results of operations. Russia, Belarus, and Ukraine do not constitute a material portion of our ~~business,~~business; however, a significant escalation or expansion of the Ukraine War’s current scope and associated global economic disruption could have a negative effect on our cash flows and consolidated results of operations.

Additionally, supply chain disruptions and logistical challenges due to the Ukraine War and any indirect effects thereof are expected to further complicate existing supply chain constraints, which could adversely affect profitability. To date, we have experienced some inability to source certain raw materials and components, but we have largely been able to mitigate the impact on our consolidated results of operations.

Given the evolving nature of the Ukraine War, and the related sanctions, potential governmental actions, and economic impact, the scope and magnitude of any such potential effects remain uncertain. While we may experience negative impacts on our business, financial condition, and consolidated results of operations, we are unable to estimate the ultimate extent or nature of these impacts at this time. ~~For additional information regarding risks related to the Ukraine War, see Part II Item 1A. Risk Factors within this Quarterly Report on Form 10-Q.~~

~~COVID-19 Impact~~

The COVID-19 pandemic has impacted and is continuing to impact Hillenbrand very differently by business, geography, and function. The scope and nature of these impacts continue to evolve, sometimes rapidly, including through the resurgence of COVID-19 due to variant strains of the virus and related government actions. It is difficult to quantify the complete impact the pandemic had for the three and six months ended March 31, 2022 and 2021, or will have for the remainder of fiscal 2022, but the actions being undertaken to reduce the severity and spread of COVID-19 are currently creating disruptions, and are likely to continue to create significant disruptions, with respect to consumer demand, our ability to continue to manufacture products,

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and the reliability and sufficiency of our supply chain. The recent surge of the Omicron variant in China, and China’s COVID-19 lockdowns that include mass testing, mandatory quarantines, and international travel bans, have closed commerce in the Shanghai region and, if extended, could impact other areas where the Company has operations, suppliers, and sales. We cannot predict the extent or duration of any such measures or the associated impacts. While our inventory positions protect our ability to fulfill customer orders in the short term, a prolonged lockdown may unfavorably impact our ability to timely manufacture and distribute our products or negatively impact our supply chain and could also have a significant impact on the Company’s consolidated net revenue, consolidated results of operations, and cash flows during fiscal 2022 and beyond.

We cannot reasonably estimate the duration, spread, or severity of the ongoing COVID-19 pandemic and related variants, nor the economic and governmental responses thereto; however, as a result of the current circumstances, we expect to continue to experience adverse impacts during fiscal 2022 within our Advanced Process Solutions and Molding Technology Solutions reportable operating segments. Should these conditions continue for Advanced Process Solutions or Molding Technology Solutions reportable operating segments, or should the severity of COVID-19 increase, the Company would similarly expect adverse impacts on its net revenue, results of operations, and cash flows, depending upon the severity and length of time such conditions persist. The COVID-19 pandemic generally has had a favorable impact on the Batesville reportable operating segment’s net revenue, results of operations, and cash flows. However, given the ongoing and dynamic nature of the COVID-19 pandemic, we are currently not able to predict the extent and duration of the impact for fiscal 2022 or the potential negative impact that the estimated increase in deaths in North America due to the COVID-19 pandemic will have on future deaths when the pandemic has sub~~sided. The~~ timing and effectiveness of further vaccine development and rollout, in addition to consequences of variants of the virus, could also have a significant impact on the Company’s consolidated net revenue, results of operations, and cash flows during the remainder of fiscal 2022 and beyond.

We continue to take actions intended to help minimize the risk to our Company, employees, customers, and the communities in which we operate, as well as to lessen the financial impact on the business while protecting our ability to continue to generate profitable growth over the long-term. We continue to believe the Company has sufficient liquidity to operate in the current business environment as a result of these actions.

~~Employees~~

We have implemented a number of employee safety measures across our plants and other locations in an attempt to contain the spread of COVID-19, which we update as appropriate for the evolving COVID-19 situation depending on the geography and function.

In addition, we believe various factors have contributed to the current labor shortage, particularly in the United States. We have started to experience effects of this labor shortage at certain production facilities, and we are mitigating this impact through the use of overtime and third-party outsourcing as warranted. It is possible that a prolonged shortage of qualified, available workers could result in a further increase in labor costs and could negatively affect our ability to efficiently operate our production facilities and our results of operations.

Supply Chain and Inflation

While global supply chains have recently suffered from various headwinds, those supporting our products have generally remained intact, providing access to sufficient inventory of the key materials needed for manufacturing. ~~However, we~~We have experienced ~~increasing~~significant delays ofin certain raw materials and components, but we have largely been able to mitigate the impact of these delays on our consolidated results of operations. We continue to identify and qualify alternative sources to mitigate risk associated towith single or sole ~~source~~sources of supply, ~~continuity,~~ and we may choose to purchase certain materials in safety stock where we have supply chain continuity concerns. It remains possible that we may experience ~~some sort of interruption~~interruptions to our supply chains, and such an interruption could materially affect our ability to timely manufacture and distribute our products and could also have a significant impact on the Company’s consolidated net revenue, results of operations, and cash flows during fiscal ~~2022~~2023 and beyond.

We also experienced material and supply chain inflation ~~including but not limited to higher transportation costs,~~ during the three and six months ended March 31, ~~2022,~~2023, as further discussed in our Operations Review. Pricing actions and supply chain productivity initiatives have and are expected to continue to mitigate some of these inflationary pressures, but we may not be successful in fully offsetting these incremental costs, which could have a significant impact on the Company’s consolidated results of operations, and cash flows during fiscal ~~2022~~2023 and beyond.

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For additional information regarding ~~labor,~~ supply chain, inflation, and other risks, ~~including those relating to the ongoing COVID-19 pandemic,~~ see Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended September 30, ~~2021,~~2022, filed with the SEC on November ~~17, 2021.~~

~~Divestiture of Flow Control Businesses~~

On December 31, 2020, the Company completed the divestiture of Red Valve to DeZURIK, Inc. in a transaction valued at $63.0. The divestiture included cash proceeds received at closing of $59.4, including working capital adjustments, and a $5.0 note receivable, included within other long-term assets on the Consolidated Balance Sheets.

On March 10, 2021, the Company completed the divestiture of ABEL to IDEX Corporation in a transaction valued at $103.5, subject to customary post-closing adjustments. The divestiture included cash proceeds received at closing of $106.3, including working capital adjustments.

~~Divestiture of TerraSource~~

On October 22, 2021, the Company completed the divestiture of TerraSource pursuant to a Contribution Agreement (“Agreement”) between the Company and certain affiliated companies of industrial holding company Right Lane Industries (“RLI”). Under the terms of the Agreement, Hillenbrand contributed TerraSource and its subsidiaries to a newly formed entity, TerraSource Holdings, LLC (“Holdings”), with RLI obtaining majority ownership and full operational control of TerraSource. In exchange for contributing the TerraSource business, the Company received consideration in the form of a five-year note with initial principal amount of $25.6, subject to certain adjustments, and also retained a 49% equity interest in Holdings through one of the Company’s indirect wholly-owned subsidiaries. The fair value of the total consideration received by the Company was $27.7, and is recorded within other long-term assets in the Consolidated Balance Sheet.

As a result of the TerraSource divestiture, the Company recorded a pre-tax loss, subject to customary post-closing adjustments, of $3.1 in the Consolidated Statement of Operations during the six months ended March 31,16, 2022. The Company incurred $0.4 of transaction costs associated with the divestiture during the six months ended March 31, 2022, which were recorded within operating expenses in the Consolidated Statement of Operations. TerraSource’s results of operations were included within the Advanced Process Solutions reportable operating segment until the completion of the divestiture on October 22, 2021.

OPERATING PERFORMANCE MEASURES

The following discussion compares our results for the three and six months ended March 31, ~~2022,~~2023, to the same periods in ~~2021.~~2022. The Company’s fiscal year ends on September 30. Unless otherwise stated, references to years relate to fiscal years. We

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begin the discussion at a consolidated level and then provide separate detail about Advanced Process Solutions, Molding Technology Solutions, and ~~Batesville reportable operating segments, as well as~~ Corporate. These results of operations are prepared in accordance with GAAP.

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We also provide certain non-GAAP operating performance measures. These non-GAAP measures are referred to as “adjusted” measures and primarily exclude expenses associated with business ~~acquisitions,~~acquisition, disposition, and integration costs, restructuring and restructuring-related charges, inventory step-up charges, gains and losses on divestitures, and other individually immaterial one-time costs. The related income tax impact for all of these items is also excluded. The measures also exclude certain tax items related to ~~the~~acquisitions and divestitures, ~~of Red Valve, ABEL, and TerraSource,~~ the revaluation of deferred tax balances resulting from fluctuations in currency exchange rates and non-routine changes in tax rates for certain foreign jurisdictions, and the impact that the ~~Milacron~~Molding Technology Solutions reportable operating segment’s loss carryforward attributes have on tax provisions related to the imposition of tax on Global Intangible Low-Taxed Income (GILTI) earned by certain foreign subsidiaries, the Foreign Derived Intangible Income Deduction (FDII), and the Base Erosion and Anti-Abuse Tax (BEAT).

Non-GAAP information is provided as a supplement to, not as a substitute for, or as superior to, measures of financial performance prepared in accordance with GAAP.

We use this non-GAAP information internally to measure operating segment performance and make operating decisions and believe it is helpful to investors because it allows more meaningful period-to-period comparisons of our ongoing operating results. The information can also be used to perform trend analysis and to better identify operating trends that may otherwise be masked or distorted by items such as the above excluded items. We believe this information provides a higher degree of transparency.

An important non-GAAP measure that we use is adjusted earnings before interest, income tax, depreciation, and amortization (“adjusted EBITDA”). A part of Hillenbrand’s strategy is to selectively acquire companies that we believe can benefit from the HOM to spur faster and more profitable growth. Given that strategy, it is a natural consequence to incur related expenses, such as amortization from acquired intangible assets and additional interest expense from debt-funded acquisitions. Accordingly, we use adjusted EBITDA, among other measures, to monitor our business performance. Adjusted EBITDA is not a recognized term under GAAP and therefore does not purport to be an alternative to net income. Further, the Company’s measure of adjusted EBITDA may not be comparable to similarly titled measures of other companies.

Another important operational measure used is backlog. Backlog is not a term recognized under GAAP; however, it is a common measurement used in industries with extended lead times for order fulfillment (long-term contracts), like those in which ~~the Advanced Process Solutions and Molding Technology Solutions~~our reportable operating segments compete. Backlog represents the amount of net revenue that we expect to realize on contracts awarded to ~~the Advanced Process Solutions and Molding Technology Solutions~~our reportable operating segments. For purposes of calculating backlog, 100% of estimated net revenue attributable to consolidated subsidiaries is included. Backlog includes expected net revenue from large systems and equipment, as well as aftermarket parts, components, and service. The length of time that projects remain in backlog can span from days for aftermarket parts or service to approximately 18 to 24 months for larger system sales within the Advanced Process Solutions reportable operating segment. The majority of the backlog within the Molding Technology Solutions reportable operating segment is expected to be fulfilled within the next twelve months. Backlog includes expected net revenue from the remaining portion of firm orders not yet completed, as well as net revenue from change orders to the extent that they are reasonably expected to be realized. We include in backlog the full contract award, including awards subject to further customer approvals, which we expect to result in net revenue in future periods. In accordance with industry practice, our contracts may include provisions for cancellation, termination or suspension at the discretion of the customer.

We expect that future net revenue associated with ~~Advanced Process Solutions and Molding Technology Solutions~~our reportable operating segments will be influenced by order backlog because of the lead time involved in fulfilling engineered-to-order equipment for customers. Although backlog can be an indicator of future net revenue, it does not include projects and parts orders that are booked and shipped within the same quarter. The timing of order placement, size, extent of customization, and customer delivery dates can create fluctuations in backlog and net revenue. Net revenue attributable to backlog may also be affected by foreign exchange fluctuations for orders denominated in currencies other than U.S. dollars.

We calculate the foreign currency impact on net revenue, gross profit, operating expenses, backlog, consolidated net income, and adjusted EBITDA in order to better measure the comparability of results between periods. We calculate the foreign currency impact by translating current year results at prior year foreign exchange rates. This information is provided because exchange rates can distort the underlying change in these metrics, either positively or negatively. The cost ~~structures~~structure for Corporate ~~and Batesville are~~is generally not significantly impacted by the fluctuation in foreign exchange rates, and we do not disclose the foreign currency impact in the Operations Review section below where the impact is not significant.

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See page 4046 for a reconciliation of adjusted EBITDA to consolidated net income, the most directly comparable GAAP measure. We use other non-GAAP measures in certain other instances and include information reconciling such non-GAAP measures to the respective most directly comparable GAAP measures. Given that backlog is an operational measure and that the

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Company’s methodology for calculating backlog does not meet the definition of a non-GAAP measure, as that term is defined by the SEC, a quantitative reconciliation is not required or provided.

CRITICAL ACCOUNTING ESTIMATES

For the three and six months ended March 31, ~~2022,~~2023, there were no significant changes to our critical accounting estimates as outlined in our Annual Report on Form 10-K for the year ended September 30, ~~2021,~~2022, filed with the SEC on November ~~17, 2021.~~16, 2022.

OPERATIONS REVIEW — CONSOLIDATED


		Three Months Ended March 31,						Six Months Ended March 31,							Three Months Ended March 31,						Six Months Ended March 31,
		2022			2021			2022			2021				2023			2022			2023			2022
		Amount		% of Net Revenue	Amount		% of Net Revenue	Amount		% of Net Revenue	Amount		% of Net Revenue		Amount		% of Net Revenue	Amount		% of Net Revenue	Amount		% of Net Revenue	Amount		% of Net Revenue
Net revenue	Net revenue	$	742.0	100.0	$	722.3	100.0	$	1,470.4	100.0	$	1,414.8	100.0	Net revenue	$	690.9	100.0	$	565.7	100.0	$	1,346.6	100.0	$	1,131.6	100.0
Gross profit	Gross profit	243.3		32.8	245.9		34.0	480.6		32.7	490.1		34.6	Gross profit	229.3		33.2	188.7		33.4	440.2		32.7	370.5		32.7
Operating expenses	Operating expenses	131.8		17.8	138.0		19.1	259.9		17.7	269.6		19.1	Operating expenses	144.6		20.9	113.5		20.1	286.9		21.3	225.5		19.9
Amortization expense	Amortization expense	13.7			14.1			27.4			27.7			Amortization expense	19.8			13.7			38.9			27.4
(Gain) loss on divestitures		—			(34.1)			3.1			(65.7)
Loss on divestiture														Loss on divestiture	—			—			—			3.1

Interest expense	Interest expense	17.3			19.5			35.2			40.7			Interest expense	21.1			17.3			44.4			35.2
Other income, net	Other income, net	4.7			1.0			3.6			0.6			Other income, net	(4.4)			(6.4)			(7.3)			(6.8)
Income tax expense	Income tax expense	29.4			30.4			52.7			61.7			Income tax expense	24.1			21.2			26.4			34.5
Net income attributable
to Hillenbrand		54.3			78.1			103.3			154.5

Three Months Ended March 31, ~~2022~~2023 Compared to Three Months Ended March 31, ~~2021~~2022

Net revenue increased ~~$19.7 (3%~~$125.2 (22%), which included an unfavorable foreign currency impact ~~(2%~~(3%).

•Advanced Process Solutions net revenue increased ~~$13.3~~$115.9 (37%), primarily driven by the impact of acquisitions ($91.8), higher aftermarket parts and service net revenue, and favorable pricing. Foreign currency impact decreased net revenue by 3%.

•Molding Technology Solutions net revenue increased $9.3 (4%), primarily ~~due to~~driven by an increase in ~~large plastics systems~~injection molding equipment sales, favorable pricing, and higher aftermarket parts and service net revenue, partially offset by a decrease in hot runner sales. Foreign currency impact decreased net revenue by 3%.

Gross profit increased $40.6 (22%) and gross profit margin decreased 20 basis points to 33.2%. On an adjusted basis, which excluded inventory step up charges and restructuring and restructuring-related charges, adjusted gross profit increased $41.6 (22%), and adjusted gross profit margin decreased 10 basis points to 33.6%.

•Advanced Process Solutions gross profit increased $42.6 (38%), primarily driven by higher aftermarket parts and service volume, the impact of acquisitions and favorable pricing, partially offset by cost inflation. Foreign currency impact decreased gross profit by 3%. Gross profit margin improved 40 basis points to 35.6%, primarily driven by the impact of acquisitions and favorable pricing, partially offset by cost inflation.

Advanced Process Solutions gross profit included inventory step-up charges related to acquisitions ($3.1 in 2023) and restructuring and restructuring-related charges ($1.5 in 2022). Excluding these charges, adjusted gross profit increased $43.5 (39%) and adjusted gross profit margin improved 40 basis points to 36.3%.

•Molding Technology Solutions gross profit decreased $2.0 (3%) primarily driven by unfavorable product mix and cost inflation, partially offset by favorable pricing and productivity improvements. Foreign currency impact decreased gross profit by 3%. Gross profit margin decreased 190 basis points to 29.1%, primarily driven by unfavorable product mix and cost inflation, partially offset by favorable pricing and productivity improvements.

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Operating expenses increased $31.1 (27%), primarily driven by acquisitions, an increase in strategic investments, and cost inflation, partially offset by lower variable compensation. Foreign currency impact decreased operating expenses by 2%. Our operating expense-to-net-revenue ratio increased by 80 basis points to 20.9%. Operating expenses included the following items:


	Three Months Ended March 31,
	2023		2022
Business acquisition, disposition, and integration costs	$	7.3	$	4.3
Restructuring and restructuring-related charges	0.6		1.1
Other one-time costs	—		2.6

On an adjusted basis, which excludes business acquisition, disposition, and integration costs, restructuring and restructuring-related charges, and other one-time costs, including reserves against certain receivables, operating expenses increased $31.2 (30%). Adjusted operating expenses as a percentage of net revenue increased 120 basis points to 19.8%.

Amortization expense increased $6.1 (45%) primarily driven by the impact of acquisitions.

Interest expense increased $3.8 (22%), primarily due to increased borrowing due to acquisitions. See Note 9 of Part I, Item 1 of this Quarterly Report on Form 10-Q for a discussion of borrowing activity.

Other income, net decreased $2.0 (31%), primarily due to foreign currency exchange losses.

The effective tax rate was 50.0% in 2023 compared to 41.9% in 2022. The increase in the effective tax rate was primarily driven by an increase in the accrual for taxes on unremitted foreign earnings, partially offset by a non-recurring prior period unfavorable change in estimate related to foreign tax credits, the impact of divestitures, the impact of ~~ABEL~~tax loss carryforwards within the Molding Technology Solutions reportable operating segment on the net domestic taxes on foreign earnings, and the revaluation of deferred tax balances as a result of foreign currency fluctuations.

The adjusted effective tax rate was 33.5% in 2023 compared to 33.0% in 2022. The adjusted effective income tax rate primarily excluded the tax effect of the following items:

•The impact of tax loss carryforwards within the Molding Technology Solutions reportable operating segment on the net domestic taxes on foreign earnings ($0.2 expense in 2023 and $1.9 expense in 2022);

•Change in the assertion with regard to foreign unremitted earnings as a result of the divestiture of Batesville ($4.8 expense in 2023);

•The revaluation of deferred tax balances as a result of foreign currency fluctuations ($0.1 expense in 2023 and $0.7 expense in 2022); and

•Adjustments previously discussed within this section, such as business acquisition, disposition, and integration costs ($7.4 benefit in 2023 and $5.8 benefit in 2022).

Six Months Ended March ~~10, 2021~~31, 2023 Compared to Six Months Ended March 31, 2022

Net revenue increased $215.0 (19%), which included an unfavorable foreign currency impact (5%).

•Advanced Process Solutions net revenue increased $211.6 (34%), primarily driven by the impact of acquisitions ($197.6), favorable pricing, and ~~TerraSource on October 22, 2021.~~higher aftermarket parts and service net revenue, partially offset by a decrease in large plastics system sales. Foreign currency impact decreased net revenue by 5%.

•Molding Technology Solutions net revenue ~~decreased $3.9 (2%~~increased $3.4 (1%), primarily driven by ~~unfavorable foreign currency impact (2%), lower aftermarket parts and service revenue, and a decrease~~an increase in ~~extrusion and~~ injection molding equipment ~~sales, partially offset by favorable pricing and an increase in hot runner equipment sales.~~

•Batesville net revenue increased $10.3 (6%), primarily due to an increase in average selling price driven by a commodity surcharge effective in 2022, partially offset by a decrease in volume. Lower volume was driven by a decrease in burial casket sales primarily due to an estimated increased rate at which families opted for cremation.

~~Gross profit~~ decreased $2.6 (1%) and gross profit margin decreased 120 basis points to 32.8%. On an adjusted basis, which excluded restructuring and restructuring-related charges and business acquisition, disposition, and integration costs, adjusted gross profit decreased $2.6 (1%), and adjusted gross profit margin decreased 130 basis points to 33.0%.

•Advanced Process Solutions gross profit increased $2.4 (2%), primarily due to an increase in volume, favorable pricing, and productivity improvements including synergies, partially offset by cost inflation and the divestitures of ABEL and TerraSource. Foreign currency impact decreased gross profit by 5%. Gross profit margin decreased 80 basis points to 35.2% in 2022, primarily due to cost inflation, partially offset by favorable pricing and productivity improvements.

Advanced Process Solutions gross profit included restructuring and restructuring-related charges ($1.5 in 2022). Excluding these charges, adjusted gross profit increased $4.4 (4%) and adjusted gross profit margin decreased 10 basis points to 35.9%.

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•Molding Technology Solutions gross profit increased $0.8 (1%) primarily due to favorable pricing and productivity improvements including synergies, partially offset by cost inflation and a decrease in volume. Foreign currency impact decreased gross profit by 1%. Gross profit margin improved 80 basis points to 31.0%, primarily due to favorable pricing and productivity improvements including synergies, partially offset by cost inflation.

~~Molding Technology Solutions gross profit included restructuring and restructuring-related charges ($1.2 in 2021). Excluding these charges, adjusted gross profit margin of 30.9% was flat.~~

•Batesville gross profit decreased $5.8 (10%) and gross profit margin decreased 540 basis points to 31.0%. The decrease in gross profit and gross profit margin was primarily due to inflation in commodities, fuel, and wages and benefits, incremental costs driven by supply chain disruptions, and lower volume, partially offset by an increase in average selling price and productivity initiatives.

~~Operating expenses~~ decreased $6.2 (5%), primarily due to a decrease in business acquisition, disposition, and integration costs, the divestitures of ABEL and TerraSource, a decrease in variable compensation, and synergy savings, partially offset by an increase in strategic investments, one-time costs including reserves against certain receivables, and cost inflation. Foreign currency impact decreased operating expenses by 2%. Our operating expense-to-net-revenue ratio improved by 130 basis points to 17.8% in fiscal 2022. Operating expenses included the following items:

Three Months Ended March 31,
2022 2021
Business acquisition, disposition, and integration costs $ 4.3 $ 10.0
Restructuring and restructuring-related charges 1.1 0.9
Other one-time costs 2.6 —

~~On an adjusted basis, which excludes business acquisition, disposition, and integration costs, restructuring and restructuring-related charges, and~~ ~~other one-time costs including reserves against certain receivables, operating expenses decreased $3.5 (3%). Adjusted operating expenses as a percentage of net revenue improved 90 basis points in fiscal 2022 to 16.7%.~~

~~(Gain) loss on divestitures~~ ~~was a gain of $34.1 in the prior year due to the gain realized on the divestiture of ABEL. See Note 4 included in Part 1, Item 1 of this Form 10-Q for more information.~~

~~Interest expense~~ ~~decreased $2.2 (11%),~~ ~~primarily due to a decrease in weighted average borrowings. See Note 8 of Part I, Item 1 of this Form 10-Q for a discussion of borrowing activity.~~

~~Other income, net~~ ~~increased $3.7, primarily due to increases in interest income, foreign currency exchange gains, and gains on the sale of property, plant, and equipment.~~

~~The effective tax rate~~ was 34.5% in 2022 compared to 27.8% in 2021. The increase in the effective tax rate was primarily driven by an unfavorable geographic mix of income and an unfavorable change in an estimate related to tax credits that had been recognized in the prior period.

~~The adjusted effective tax rate was 30.1% in 2022 compared to 27.1% in 2021. The adjusted effective income tax rate primarily excludes the tax effect of the following items:~~

•~~The impact of Milacron tax loss carryforwards on foreign inclusion and foreign tax credits ($1.5 expense in 2022 and $0.3 expense in 2021);~~

•~~The revaluation of deferred tax balances as a result of functional currency fluctuations ($0.7 expense in~~ ~~2022 and $2.0 expense in 2021);~~

•~~The divestiture of ABEL ($6.7 expense in 2021);~~

•~~Adjustments previously discussed within this section ($5.8 benefit in 2022 and $6.6 benefit in 2021).~~

~~Six Months Ended March 31, 2022 Compared to Six Months Ended March 31, 2021~~

~~Net revenue~~ ~~increased $55.6 (4%), which included unfavorable foreign currency impact (2%).~~

•~~Advanced Process Solutions net revenue increased $39.6 (7%), primarily due to an increase in large plastics systems~~ sales, favorable pricing, and higher aftermarket parts and service net revenue, partially offset by ~~the divestitures of Red~~

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~~Valve on December 31, 2020, ABEL on March 10, 2021, and TerraSource on October 22, 2021.~~a decrease in hot runner sales. Foreign currency impact decreased net revenue by 4%.

•Molding Technology Solutions net revenue increased $8.0 (2%), primarily driven by favorable pricing and an increase in injection molding and hot runner equipment sales, partially offset by lower aftermarket parts and service revenue. Foreign currency impact decreased net revenue by 1%.

•Batesville net revenue increased $8.0 (2%), primarily due to an increase in average selling price driven by a commodity surcharge effective in 2022, partially offset by a decrease in volume. Lower volume was driven by a decrease in burial casket sales primarily due to an estimated increased rate at which families opted for cremation.

Gross profit ~~decreased $9.5 (2%~~increased $69.7 (19%), which included unfavorable foreign currency impact ~~(2%~~(5%). Gross profit margin ~~decreased 190 basis points to~~remained flat at 32.7%. On an adjusted basis, which excluded inventory step-up charges, restructuring and restructuring-related charges and business acquisition, disposition, and integration costs, adjusted gross profit increased $77.9 (21%), and adjusted gross profit margin ~~decreased 200~~improved 50 basis points to ~~32.9%~~33.5%.

•Advanced Process Solutions gross profit increased ~~$4.1 (2%~~$78.8 (37%), primarily ~~due~~driven by the impact of acquisitions, favorable pricing, and higher aftermarket parts and service volume, partially offset by cost inflation. Foreign currency

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impact decreased gross profit by 5%. Gross profit margin improved 90 basis points to ~~an increase~~34.6% primarily driven by the impact of acquisitions and favorable pricing, partially offset by cost inflation.

Advanced Process Solutions gross profit included inventory step-up charges related to acquisitions ($11.1 in ~~volume,~~2023), restructuring and restructuring-related charges ($2.2 in 2022), business acquisition, disposition, and integration costs ($0.3 in 2023 and $0.2 in 2022). Excluding these charges, adjusted gross profit increased $87.2 (40%) and adjusted gross profit margin improved 180 basis points to 36.0%.

•Molding Technology Solutions gross profit decreased $9.1 (6%), primarily driven by unfavorable product mix and cost inflation, partially offset by favorable pricing and productivity ~~improvements including synergies, partially offset by cost inflation, the divestitures of Red Valve, ABEL, and TerraSource, and unfavorable mix.~~improvements. Foreign currency impact decreased gross profit by 4%. Gross profit margin decreased ~~160~~200 basis points to ~~33.7% in 2022~~29.5%, primarily ~~due to~~driven by unfavorable product mix and cost inflation, ~~and unfavorable mix,~~ partially offset by favorable pricing and productivity improvements.

Advanced Process Solutions gross profit included restructuring and restructuring-related charges ($2.2 in 2022 and $0.7 in 2021). Excluding these charges, adjusted gross profit increased $6.1 (3%) and adjusted gross profit margin decreased 130 basis points to 34.2%.

•Molding Technology Solutions gross profit increased $5.6 (4%), primarily due to favorable pricing and productivity improvements including synergies, partially offset by cost inflation. Foreign currency decreased gross profit by 1%. Gross profit margin improved 60 basis points to 31.5%, primarily due to favorable pricing and productivity improvements including synergies, partially offset by cost inflation.

Molding Technology Solutions gross profit included restructuring and restructuring-related charges ($0.2 in ~~2022 and $1.4 in 2021)~~2022). Excluding these charges, adjusted gross profit ~~margin improved 10 basis points to 31.5%.~~

•~~Batesville gross profit~~ decreased ~~$19.2 (15%~~$9.3 (6%) and adjusted gross profit margin decreased ~~660~~200 basis points to ~~32.5%~~29.5%. The decrease in gross profit and gross profit margin was primarily due to inflation in commodities, fuel, and wages and benefits, incremental costs driven by supply chain disruptions, and lower volume, partially offset by an increase in average selling price and productivity initiatives.

Operating expenses ~~decreased $9.7 (4%~~increased $61.4 (27%), primarily due to a decrease in business acquisition, disposition, and integration costs, the divestitures of Red Valve, ABEL and TerraSource, synergy savings, and a decrease in variable compensation, partially offsetdriven by acquisitions, an increase in strategic investments, and cost ~~inflation, and~~ ~~one-time costs including reserves against certain receivables.~~inflation. Foreign currency impact decreased operating expenses by 1%3%. Our operating expense-to-revenue ratio ~~improved~~increased by 140 basis points to ~~17.7% in 2022.~~21.3%. Operating expenses included the following items:


		Six Months Ended March 31,					Six Months Ended March 31,
		2022		2021			2023		2022
Business acquisition, disposition, and integration costs	Business acquisition, disposition, and integration costs	$	11.5	$	18.7	Business acquisition, disposition, and integration costs	$	17.6	$	11.5
Restructuring and restructuring-related charges	Restructuring and restructuring-related charges	1.4		1.6		Restructuring and restructuring-related charges	1.6		1.4
Other one-time costs	Other one-time costs	2.6		—		Other one-time costs	—		2.6

On an adjusted basis, which excludes business acquisition, disposition, and integration costs, restructuring and restructuring-related charges, and other one-time costs including reserves against certain receivables, operating expenses ~~decreased $5.2 (2%~~increased $57.7 (28%). Adjusted operating expenses as a percentage of net revenue ~~improved 100~~increased 130 basis points ~~in 2022~~ to ~~16.6%~~19.9%.

~~(Gain) loss~~Loss on ~~divestitures~~divestiture ~~was a loss~~ of $3.1 in the ~~current~~prior year was due to the loss realized on the divestiture of ~~TerraSource and a gain of $65.7 in the prior year due to the gains realized on the divestitures of Red Valve and ABEL.~~TerraSource. See Note 4 ~~included in~~of Part 1,I, Item 1 of this Quarterly Report on Form 10-Q for more information.

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Interest expense ~~decreased $5.5 (14%~~increased $9.2 (26%), primarily due to ~~a decrease in weighted average borrowings.~~increased borrowing due to acquisitions. See Note 89 of Part I, Item 1 of this Quarterly Report on Form 10-Q for a discussion of borrowing activity.

Other income, net increased ~~$3.0,~~$0.5, primarily due to ~~increases~~an increase in interest ~~income and gains on the sale of property, plant, and equipment.~~income.

The effective tax rate was ~~33.2%~~34.2% in ~~2022~~2023 compared to ~~28.3%~~40.1% in ~~2021.~~ 2022. The ~~increase~~decrease in the effective tax rate was primarily driven by ~~an unfavorable geographic mix~~the favorable recognition of ~~income and an~~discrete tax benefits resulting from the approval of the incentive tax rate for certain operations located in China, the tax benefit of equity compensation, a non-recurring prior period unfavorable change in an estimate related to foreign tax credits, ~~that had been recognized in~~ the ~~prior period,~~impact of divestitures, the impact of tax loss carryforwards within the Molding Technology Solutions reportable operating segment on the net domestic taxes on foreign earnings, and the revaluation of deferred tax balances as ~~well as the divestiture~~a result of ~~TerraSource,~~foreign currency fluctuations. These items were partially offset by an ~~increased tax benefit~~increase in the accrual for taxes on ~~equity compensation.~~unremitted foreign earnings.

The adjusted effective tax rate was ~~29.4%~~29.6% in ~~2022~~2023 compared to ~~27.7%~~31.7% in ~~2021.~~2022. The adjusted effective income tax rate primarily ~~excludes~~excluded the tax effect of the following items:

•The ~~divestitures of ABEL and Red Valve ($10.5 expense in 2021);~~

•~~The~~ impact of Milacron tax loss carryforwards on net domestic taxes on foreign ~~income inclusion~~earnings ($0.1 benefit in 2023 and ~~foreign tax credits: ($1.9~~$1.9 expense in ~~2022 and $4.0~~2022);

•Change in the assertion with regard to foreign unremitted earnings as a result of the divestiture of Batesville ($4.8 expense in ~~2021)~~2023);

•The revaluation of deferred and current tax balances as a result of tax rate changes ($3.4 benefit in 2023);

•The revaluation of deferred tax balances as a result of ~~functional~~foreign currency fluctuations ($~~0.5~~0.3 expense in ~~2022~~ 2023 and ~~$2.0~~$0.5 expense in ~~2021)~~2022); and

•Adjustments previously discussed within this section ($~~10.6~~18.6 benefit in ~~2022~~2023 and ~~$12.3~~$10.6 benefit in ~~2021)~~2022).

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OPERATIONS REVIEW — Advanced Process Solutions


		Three Months Ended March 31,						Six Months Ended March 31,							Three Months Ended March 31,						Six Months Ended March 31,
		2022			2021			2022			2021				2023			2022			2023			2022
		Amount		% of Net Revenue	Amount		% of Net Revenue	Amount		% of Net Revenue	Amount		% of Net Revenue		Amount		% of Net Revenue	Amount		% of Net Revenue	Amount		% of Net Revenue	Amount		% of Net Revenue
Net revenue	Net revenue	$	314.6	100.0	$	301.3	100.0	$	631.7	100.0	$	592.1	100.0	Net revenue	$	430.5	100.0	$	314.6	100.0	$	843.3	100.0	$	631.7	100.0
Gross profit	Gross profit	110.8		35.2	108.4		36.0	213.1		33.7	209.0		35.3	Gross profit	153.4		35.6	110.8		35.2	291.9		34.6	213.1		33.7
Operating expenses	Operating expenses	54.1		17.2	57.3		19.0	104.2		16.5	113.5		19.2	Operating expenses	88.4		20.5	54.1		17.2	171.4		20.3	104.2		16.5
Amortization expense	Amortization expense	4.5			5.0			9.0			9.8			Amortization expense	10.9			4.5			21.2			9.0

Three Months Ended March 31, ~~2022~~2023 Compared to Three Months Ended March 31, ~~2021~~2022

Net revenue increased ~~$13.3 (4%~~$115.9 (37%) primarily ~~due to an increase in large plastics systems sales, favorable pricing, and~~driven by the impact of acquisitions ($91.8), higher aftermarket parts and service net revenue, ~~partially offset by the divestitures of ABEL on March 10, 2021~~ and ~~TerraSource on October 22, 2021.~~favorable pricing. Foreign currency impact decreased net revenue by 5%3%.

Order backlog increased ~~$124.5 (11%~~$390.4 (30%) from ~~$1,158.5 on March 31, 2021, to~~ $1,283.0 on March 31, ~~2022.~~2022, to $1,673.4 on March 31, 2023. The increase in order backlog was primarily driven by acquisitions and an increase in large ~~plastics~~plastic systems and aftermarket parts and service orders, partially offset by ~~the divestitures of ABEL and TerraSource. Foreign~~unfavorable foreign currency impact ~~decreased order backlog by 4%~~(3%). On a sequential basis, order backlog ~~decreased $35.4~~increased $48.2 (3%) to ~~$1,283.0~~$1,673.4 at March 31, ~~2022, down~~2023, up from ~~$1,318.4~~$1,625.2 at December 31, ~~2021,~~2022, primarily driven by favorable foreign currency ~~impact (1%~~(2%) ~~and the timing of orders for large plastics systems.~~.

Gross profit increased ~~$2.4 (2%~~$42.6 (38%) primarily ~~due to an increase in~~driven by higher aftermarket parts and service volume, the impact of acquisitions and favorable pricing, ~~and productivity improvements including synergies,~~ partially offset by cost ~~inflation and the divestitures of ABEL and TerraSource.~~inflation. Foreign currency impact decreased gross profit by 5%3%. Gross profit margin ~~decreased 80~~improved 40 basis points to ~~35.2% in 2022,~~35.6%, primarily ~~due to cost inflation,~~driven by the impact of acquisitions and favorable pricing, partially offset by ~~favorable pricing and productivity improvements.~~cost inflation.

Advanced Process Solutions gross profit included inventory step-up charges related to acquisitions ($3.1 in 2023) and restructuring and restructuring-related charges ($1.5 in 2022). Excluding these charges, adjusted gross profit increased ~~$4.4 (4%~~$43.5 (39%) and adjusted gross profit margin ~~decreased 10~~improved 40 basis points to ~~35.9%~~36.3%.

Operating expenses ~~decreased $3.2 (6%~~increased $34.3 (63%) primarily ~~due to~~ driven by the ~~divestitures~~impact of ~~ABEL and TerraSource and lower variable compensation, partially offset by~~acquisitions, an increase in strategic investments, ~~one-time costs including reserves against certain receivables,~~ and ~~cost inflation.~~ an increase in variable compensation. Foreign currency impact decreased operating expenses by 3%. Operating expenses as a percentage of net revenue ~~improved 180~~increased 330 basis points to ~~17.2%~~20.5%.

~~Table of Contents~~

Operating expenses included business acquisition, disposition, and integration costs ($1.6 in 2023) and other one-time costs including reserves against certain receivables ($2.4 in 2022), ~~restructuring and restructuring-related charges ($0.8 in fiscal 2021) and business acquisition, disposition, and integration costs ($1.2 in 2021)~~. Excluding these items, adjusted operating expenses ~~decreased $3.8 (7%~~increased $35.0 (68%) and adjusted operating expenses as a percentage of net revenue ~~improved 200~~increased 370 basis points to ~~16.4%~~20.1%.

Amortization expense increased $6.4 (142%) primarily driven by the impact of acquisitions.

Six Months Ended March 31, ~~2022~~2023 Compared to Six Months Ended March 31, ~~2021~~2022

Net revenue increased ~~$39.6 (7%~~$211.6 (34%), primarily ~~due to an increase in large plastics systems sales,~~driven by the impact of acquisitions ($197.6), favorable pricing, and higher aftermarket parts and service net revenue, partially offset by ~~the divestitures of Red Valve on December 31, 2020, ABEL on March 10, 2021, and TerraSource on October 22, 2021.~~a decrease in large plastics system sales. Foreign currency impact decreased net revenue by 4%5%.

Gross profit increased ~~$4.1 (2%~~$78.8 (37%), primarily ~~due to an increase in volume,~~driven by the impact of acquisitions, favorable pricing, and ~~productivity improvements including synergies,~~higher aftermarket parts and service volume, partially offset by cost ~~inflation, the divestitures of Red Valve, ABEL, and TerraSource, and unfavorable mix.~~inflation. Foreign currency impact decreased gross profit by 4%5%. Gross profit margin ~~decreased 160~~improved 90 basis points to ~~33.7% in 2022,~~34.6%, primarily ~~due to cost inflation~~driven by the impact of acquisitions and ~~unfavorable mix,~~favorable pricing, partially offset by ~~favorable pricing and productivity improvements.~~cost inflation.

Advanced Process Solutions gross profit included inventory step-up charges related to acquisitions ($11.1 in 2023), restructuring and restructuring-related charges ($2.2 in ~~2022~~2022), business acquisition, disposition, and ~~$0.7~~integration costs ($0.3 in ~~2021)~~2023 and $0.2 in 2022). Excluding these charges, adjusted gross profit increased ~~$6.1 (3%~~$87.2 (40%) and adjusted gross profit margin ~~decreased 130~~improved 180 basis points to ~~34.2%~~36.0%.

Table of Content

Operating expenses ~~decreased $9.3 (8%~~increased $67.2 (65%), primarily due to the ~~divestitures~~impact of ~~Red Valve, ABEL,~~acquisitions and ~~TerraSource, and synergy savings from restructuring actions, partially offset by~~ an increase in strategic ~~investments, cost inflation, and one-time costs including reserves against certain receivables.~~investments. Foreign currency impact decreased operating expenses by 2%5%. Operating expenses as a percentage of net revenue ~~improved 270~~increased 380 basis points to ~~16.5%~~20.3%.

Operating expenses included business acquisition, disposition, and integration costs ($3.1 in 2023 and $0.2 in 2022), restructuring and restructuring-related charges ($0.9 in 2023 and $0.2 in 2022), and other one-time costs including reserves against certain receivables ($($2.4 in 2022), ~~restructuring and restructuring-related charges ($0.2 in 2022 and $1.5 in 2021), and business acquisition, disposition, and integration costs ($0.2 in 2022 and $1.8 in 2021)~~. Excluding these items, adjusted operating expenses ~~decreased $9.1 (8%~~increased $65.8 (65%) and adjusted operating expenses as a percentage of net revenue ~~improved 260~~increased 370 basis points to ~~16.1%~~19.8%.

Amortization expense increased $12.2 (136%) primarily driven by the impact of acquisitions.

OPERATIONS REVIEW — Molding Technology Solutions


		Three Months Ended March 31,						Six Months Ended March 31,							Three Months Ended March 31,						Six Months Ended March 31,
		2022			2021			2022			2021				2023			2022			2023			2022
		Amount		% of Net Revenue	Amount		% of Net Revenue	Amount		% of Net Revenue	Amount		% of Net Revenue		Amount		% of Net Revenue	Amount		% of Net Revenue	Amount		% of Net Revenue	Amount		% of Net Revenue
Net revenue	Net revenue	$	251.1	100.0	$	255.0	100.0	$	499.9	100.0	$	491.9	100.0	Net revenue	$	260.4	100.0	$	251.1	100.0	$	503.3	100.0	$	499.9	100.0
Gross profit	Gross profit	77.9		31.0	77.1		30.2	157.4		31.5	151.8		30.9	Gross profit	75.9		29.1	77.9		31.0	148.3		29.5	157.4		31.5
Operating expenses	Operating expenses	37.7		15.0	36.5		14.3	74.6		14.9	72.5		14.7	Operating expenses	36.2		13.9	37.7		15.0	74.0		14.7	74.6		14.9
Amortization expense	Amortization expense	9.2			9.1			18.4			17.9			Amortization expense	8.9			9.2			17.7			18.4

Three Months Ended March 31, ~~2022~~2023 Compared to Three Months Ended March 31, ~~2021~~2022

Net revenue ~~decreased $3.9 (2%~~increased $9.3 (4%), primarily driven by ~~unfavorable foreign currency impact (2%), lower~~an increase in injection molding equipment sales, favorable pricing, and higher aftermarket parts and service net revenue, ~~and~~partially offset by a decrease in ~~extrusion and injection molding equipment sales, partially offset by favorable pricing and an increase in~~ hot runner ~~equipment~~ sales. Foreign currency impact decreased net revenue by 3%.

Order backlog ~~increased $55.5 (15%~~decreased $119.3 (29%) from ~~$362.0 on March 31, 2021, to~~ $417.5 on March 31, ~~2022.~~2022, to $298.2 on March 31, 2023. The ~~increase~~decrease in order backlog was primarily driven by ~~the~~a decrease in orders within our injection molding ~~and extrusion equipment~~ product ~~lines.~~line. Foreign currency impact decreased order backlog by 1%. On a sequential basis, order backlog ~~increased $11.1 (3%~~decreased $35.9 (11%) to ~~$417.5~~$298.2 at March 31, ~~2022, up~~2023, down from ~~$406.4~~$334.1 at December 31, ~~2021~~.2022. The ~~increase~~decrease in order backlog was primarily driven by the ~~hot runner~~execution of existing backlog, partially offset by a sequential increase in orders within our injection molding and extrusion product lines.

Gross profit ~~increased $0.8 (1%~~decreased $2.0 (3%) primarily ~~due to~~driven by unfavorable product mix and cost inflation, partially offset by favorable pricing and productivity ~~improvements including synergies, partially offset by cost inflation and a decrease in volume.~~improvements. Foreign currency impact decreased gross profit by 1%3%. Gross profit margin ~~improved 80~~decreased 190 basis points to ~~31.0%~~29.1%, primarily ~~due to~~driven by unfavorable product mix and cost inflation, partially offset by favorable pricing and productivity ~~improvements including synergies, partially offset by cost inflation.~~improvements.

~~Table of Contents~~

~~Molding Technology Solutions gross profit included restructuring and restructuring-related charges ($1.2 in 2021). Excluding these charges, adjusted gross profit margin of 30.9% was flat.~~

Operating expenses ~~increased $1.2 (3%~~decreased $1.5 (4%), primarily ~~due to cost inflation and strategic investments,~~driven by a decrease in variable compensation, partially offset by ~~lower variable compensation.~~cost inflation. Foreign currency im~~pact~~impact decreased operating expenses by 2%. Operating expense as a percentage of net revenue ~~increased 70~~improved 110 basis points to ~~15.0%~~13.9%.

Operating expenses included business acquisition, disposition, and integration costs ~~of $0.6~~($0.6 in ~~2022 and $0.3 in 2021 (including severance costs related to the Milacron integration)~~2022) and restructuring and ~~restructuring-related~~restructuring related charges ~~of $0.1~~($0.5 in ~~2021.~~2023). Excluding these charges, adjusted operating expenses ~~increased $0.6 (2%~~decreased $1.2 (3%) and adjusted operating expenses as a percentage of net revenue ~~increased 50~~improved 100 basis points to ~~14.7%~~13.7%.

Six Months Ended March 31, ~~2022~~2023 Compared to Six Months Ended March 31, ~~2021~~2022

Net revenue increased ~~$8.0 (2%~~$3.4 (1%), primarily driven by ~~favorable pricing and~~ an increase in injection molding ~~and hot runner~~ equipment sales, ~~partially offset by lower~~favorable pricing, and higher aftermarket parts and service ~~revenue.~~net revenue, partially offset by a decrease in hot runner sales. Foreign currency impact decreased net revenue by 1%4%.

Gross profit ~~increased $5.6 (4%~~decreased $9.1 (6%), primarily ~~due to~~driven by unfavorable product mix and cost inflation, partially offset by favorable pricing and productivity ~~improvements including synergies, partially offset by cost inflation.~~improvements. Foreign currency impact decreased gross profit by 1%4%. Gross profit margin ~~improved 60~~decreased

Table of Content

200 basis points ~~31.5%~~to 29.5%, primarily ~~due to~~driven by unfavorable product mix and cost inflation, partially offset by favorable pricing and productivity ~~improvements including synergies, partially offset by cost inflation.~~improvements.

Operating expenses ~~increased $2.1 (3%~~decreased $0.6 (1%), primarily ~~due to cost inflation and strategic investments~~,driven by a decrease in variable compensation, partially offset by ~~synergies~~an increase in strategic investments and ~~savings from restructuring actions and lower variable compensation.~~cost inflation. Foreign currency impact decreased operating expenses by 1%3%. Operating expense as a percentage of net revenue ~~increased~~improved 20 basis points to ~~14.9%~~14.7%.

Operating expenses included business acquisition, disposition, and integration costs of($1.4 in 2023 and $0.7 in ~~2022~~2022) and ~~$0.6~~restructuring and restructuring related charges ($0.6 in ~~2021 (including severance costs related to the Milacron integration)~~2023). Excluding these items, adjusted operating expenses as a percentage of net revenue ~~increased 10~~improved 40 basis points to ~~14.7%~~14.3%.

~~OPERATIONS REVIEW — BATESVILLE~~

Three Months Ended March 31, Six Months Ended March 31,
2022 2021 2022 2021
Amount % of Net Revenue Amount % of Net Revenue Amount % of Net Revenue Amount % of Net Revenue
Net revenue $ 176.3 100.0 $ 166.0 100.0 $ 338.8 100.0 $ 330.8 100.0
Gross profit 54.6 31.0 60.4 36.4 110.1 32.5 129.3 39.1
Operating expenses 18.8 10.7 18.6 11.2 35.4 10.4 37.2 11.2

~~Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021~~

~~Net revenue~~ increased $10.3 (6%), primarily due to an increase in average selling price driven by a commodity surcharge effective in 2022, partially offset by a decrease in volume. Lower volume was driven by a decrease in burial casket sales primarily due to an estimated increased rate at which families opted for cremation.

~~Gross profit~~ decreased $5.8 (10%) and gross profit margin decreased 540 basis points to 31.0%. The decrease in gross profit and gross profit margin was primarily due to inflation in commodities, fuel, and wages and benefits, incremental costs driven by supply chain disruptions, and lower volume, partially offset by an increase in average selling price and productivity initiatives.

~~Operating expenses~~ ~~increased $0.2 (1%) to $18.8 primarily due to inflation. Operating expenses as a percentage of net revenue improved 50 basis points to 10.7%.~~

~~Table of Contents~~

~~Six Months Ended March 31, 2022 Compared to Six Months Ended March 31, 2021~~

~~Net revenue~~ increased $8.0 (2%), primarily due to an increase in average selling price driven by a commodity surcharge effective in 2022, partially offset by a decrease in volume. Lower volume was driven by a decrease in burial casket sales primarily due to an estimated increased rate at which families opted for cremation.

~~Gross profit~~ decreased $19.2 (15%) and gross profit margin decreased 660 basis points to 32.5%. The decrease in gross profit and gross profit margin was primarily due to inflation in commodities, fuel, and wages and benefits, incremental costs driven by supply chain disruptions, and lower volume, partially offset by an increase in average selling price and productivity initiatives.

~~Operating expenses~~ ~~decreased $1.8 (5%) to $35.4 primarily due to a decrease in variable compensation, partially offset by inflation. Operating expenses as a percentage of net revenue improved 80 basis points to 10.4%.~~

REVIEW OF CORPORATE EXPENSES


		Three Months Ended March 31,						Six Months Ended March 31,							Three Months Ended March 31,						Six Months Ended March 31,
		2022			2021			2022			2021				2023			2022			2023			2022
		Amount		% of Net Revenue	Amount		% of Net Revenue	Amount		% of Net Revenue	Amount		% of Net Revenue		Amount		% of Net Revenue	Amount		% of Net Revenue	Amount		% of Net Revenue	Amount		% of Net Revenue
Core operating expenses	Core operating expenses	$	16.7	2.3	$	18.1	2.5	$	34.2	2.3	$	30.6	2.2	Core operating expenses	$	14.3	2.1	$	17.2	3.2	$	28.4	2.1	$	35.2	3.2
Business acquisition, disposition, and integration costs	Business acquisition, disposition, and integration costs	3.5		0.5	7.5		1.0	10.5		0.7	15.8		1.2	Business acquisition, disposition, and integration costs	5.7		0.8	3.5		1.2	13.1		1.0	10.5		1.2
Restructuring and restructuring-related charges	Restructuring and restructuring-related charges	1.0		0.1	—		—	1.0		0.1	—		—	Restructuring and restructuring-related charges	—		—	1.0		—	—		—	1.0		—
Operating expenses	Operating expenses	$	21.2	2.9	$	25.6	3.5	$	45.7	3.1	$	46.4	3.3	Operating expenses	$	20.0	2.9	$	21.7	4.4	$	41.5	3.1	$	46.7	4.4

Corporate operating expenses include the cost of providing management and administrative services to each reportable operating segment. These services include treasury management, human resources, legal, business development, information technology, tax compliance, procurement, sustainability, and other public company support functions such as internal audit, investor relations, and financial reporting. Corporate operating expenses also include costs related to business acquisition, disposition, and integration, which we incur as a result of our strategy to grow through selective acquisitions. Core operating expenses primarily represent corporate operating expenses excluding costs related to business acquisition, disposition, and integration ~~costs.~~costs and restructuring and restructuring-related charges.

Business acquisition, disposition, and integration costs include legal, tax, accounting, and other advisory fees and due diligence costs associated with investigating opportunities (including acquisitions and ~~dispositions)~~divestitures) and integrating completed ~~acquisitions (including severance).~~acquisitions.

As a result of classifying the Batesville reportable operating segment as a discontinued operation, certain indirect corporate costs included within operating expenses in the Consolidated Statements of Operations that were previously allocated to the Batesville reportable operating segment do not qualify for classification within discontinued operations and are now reported as operating expenses in continuing operations within corporate expenses for all periods presented preceding the sale. In addition, costs directly attributable to the Batesville reportable operating segment divestiture have been reflected in discontinued operations for the three and six months ended March 31, 2023.

Three Months Ended March 31, ~~2022~~2023 Compared to Three Months Ended March 31, ~~2021~~2022

Operating expenses decreased ~~$4.4 (17%~~$1.7 (8%), primarily due to ~~a decrease in business acquisition, disposition, and integration costs and~~ lower variable compensation and short-term cost containment, partially offset by an increase in ~~restructuring~~business acquisition, disposition, and ~~restructuring-related charges.~~integrations costs and an increase in strategic investments. These expenses as a percentage of net revenue were 2.9%, an improvement of 60150 basis points from the prior year.

Core operating expenses decreased ~~$1.4 (8%~~$2.9 (17%), primarily due to lower variable ~~compensation.~~compensation and short-term cost containment, partially offset by an increase in strategic investments. These expenses as a percentage of net revenue were ~~2.3%~~2.1%, an improvement of 20110 basis points from the prior year.

Table of Content

Six Months Ended March 31, ~~2022~~2023 Compared to Six Months Ended March 31, ~~2021~~2022

Operating expenses decreased ~~$0.7 (2%~~$5.2 (11%), primarily due to ~~a decrease in business acquisition, disposition, and integration costs and~~ lower variable compensation, prior year one-time expenses associated with the realignment of the executive management team and short-term cost containment, partially offset by an increase in ~~restructuring and restructuring-related charges,~~ strategic investments and ~~cost inflation.~~an increase in business acquisition, disposition, and integrations costs. These expenses as a percentage of net revenue were 3.1%, an improvement of 20130 basis points from the prior year.

~~Table of Contents~~

Core operating expenses ~~increased $3.6 (12%~~decreased $6.8 (19%), primarily ~~driven~~due to lower variable compensation, prior year one-time expenses associated with the realignment of the executive management team and short-term cost containment, partially offset by an increase in strategic ~~investments and cost inflation, partially offset by lower variable compensation.~~investments. These expenses as a percentage of net revenue were ~~2.3%~~2.1%, an ~~increase~~improvement of 10110 basis points from the prior year.

NON-GAAP OPERATING PERFORMANCE MEASURES

The following is a reconciliation from consolidated net income, the most directly comparable GAAP operating performance measure to our non-GAAP adjusted ~~EBITDA.~~EBITDA from continuing operations.


		Three Months Ended March 31,				Six Months Ended March 31,					Three Months Ended March 31,				Six Months Ended March 31,
		2022		2021		2022		2021			2023		2022		2023		2022
Consolidated net income	Consolidated net income	$	55.8	$	79.0	$	105.9	$	156.7	Consolidated net income	$	463.5	$	55.8	$	511.3	$	105.9
Interest income	Interest income	(1.8)		(1.0)		(2.7)		(1.6)		Interest income	(2.5)		(1.8)		(4.3)		(2.7)
Interest expense	Interest expense	17.3		19.5		35.2		40.7		Interest expense	21.1		17.3		44.4		35.2
Income tax expense	Income tax expense	29.4		30.4		52.7		61.7		Income tax expense	24.1		21.2		26.4		34.5
Depreciation and amortization	Depreciation and amortization	27.0		28.3		54.9		57.6		Depreciation and amortization	31.0		24.6		62.0		50.2
EBITDA		127.7		156.2		246.0		315.1
Consolidated EBITDA										Consolidated EBITDA	537.2		117.1		639.8		223.1

Total income from discontinued operations										Total income from discontinued operations	(439.4)		(26.4)		(460.4)		(54.3)
Business acquisition, disposition, and integration costs (1)	Business acquisition, disposition, and integration costs (1)	3.9		9.7		11.5		18.8		Business acquisition, disposition, and integration costs (1)	7.2		3.9		17.9		11.5
Inventory step-up charges										Inventory step-up charges	3.1		—		11.1		—
Restructuring and restructuring-related charges (2)	Restructuring and restructuring-related charges (2)	2.6		2.2		3.3		3.7		Restructuring and restructuring-related charges (2)	0.5		2.6		1.5		3.3
(Gain) loss on divestitures (3)		—		(34.1)		3.1		(65.7)
Loss on divestiture (3)										Loss on divestiture (3)	—		—		—		3.1
Other (4)	Other (4)	3.1		0.3		3.1		0.4		Other (4)	—		3.1		—		3.1
Adjusted EBITDA		$	137.3	$	134.3	$	267.0	$	272.3
Adjusted EBITDA from continuing operations										Adjusted EBITDA from continuing operations	$	108.6	$	100.3	$	209.9	$	189.8

(1)Business acquisition, disposition, and integration costs during the three and six months ended March 31, 2023, primarily included professional fees related to acquisitions and costs associated with the integration of recent acquisitions. Business acquisition, disposition, and integration costs during the three and six months ended March 31, 2022, primarily included professional fees and employee-related costs attributable to the integration of Milacron and the divestiture of TerraSource. Business acquisition, disposition, and integration costs during the three and six months ended March 31, 2021 primarily included professional fees and employee-related costs attributable to the integration of Milacron and divestitures of Red Valve and ABEL.

(2)Restructuring and restructuring-related charges primarily included severance costs ~~unrelated to the acquisition and integration of Milacron,~~ during the three and six months ended March 31, ~~2022~~2023 and ~~2021.~~2022.

(3)The ~~current year~~ amount ~~represents the loss on divestiture of TerraSource~~ during the six months ended March 31, ~~2022. The prior year amounts represent~~2022, represents the ~~gain on divestiture of ABEL during the three and six months ended March 31, 2021 and gain~~loss on the divestiture of ~~Red Valve during the six months ended March 31, 2021.~~TerraSource. See Note 4 of Part I, Item 1 of this Quarterly Report on Form 10-Q for more information.

(4)Includes other individually immaterial one-time costs, including reserves against certain receivables during the three and six months ended March 31, 2022.

Three Months Ended March 31, ~~2022~~2023 Compared to Three Months Ended March 31, ~~2021~~2022

Consolidated net income ~~decreased $23.2 (29%~~increased $407.7 (731%) for the three months ended March 31, ~~2022,~~2023, compared to the same period in ~~fiscal 2021.~~2022. The ~~decrease~~increase was primarily driven by ~~cost inflation and~~ the gain on the divestiture of ~~ABEL in 2021.~~Batesville, as well as favorable pricing, higher aftermarket parts and service net revenue, the impact of acquisitions, and productivity improvements. This ~~decrease~~increase in consolidated net income was partially offset by ~~favorable pricing and productivity improvements,~~a decrease in income from discontinued operations, cost inflation, an increase in ~~demand for equipment within Advanced Process Solutions, lower income tax~~depreciation and amortization, an increase in strategic investments, an increase in interest expense, ~~and a decrease~~an increase in business acquisition, disposition, and integration ~~costs.~~costs, and unfavorable product mix. Foreign currency impact decreased consolidated net income by ~~$2.7.~~$2.0.

Table of Content

Consolidated adjusted EBITDA increased ~~$3.0 (2%~~$8.3 (8%) for the three months ended March 31, ~~2022,~~2023, compared to the same period in ~~fiscal 2021.~~2022. The increase was primarily driven by favorable pricing, higher aftermarket parts and service net revenue, the impact of acquisitions, and productivity improvements, ~~and an increase in demand for equipment within Advanced Process Solutions,~~ partially offset by cost ~~inflation.~~inflation, an increase in strategic investments, and unfavorable product mix. Foreign currency impact decreased adjusted EBITDA by ~~$4.1.~~$3.9.

~~Table of Contents~~

Six Months Ended March 31, ~~2022~~2023 Compared to Six Months Ended March 31, ~~2021~~2022

Consolidated net income ~~decreased $50.8 (32%~~increased $405.4 (383%) for the six months ended March 31, ~~2022,~~2023, compared to the same period in ~~2021.~~2022. The ~~decrease~~increase was primarily driven by the gain on the ~~divestitures~~divestiture of ~~Red Valve and ABEL in 2021, cost inflation, and~~Batesville, as well as favorable pricing, the impact of acquisitions, productivity improvements, a decrease in volume at Batesville. This decrease in consolidated net income was partially offset by favorable pricing, productivity improvements, an increase in demand for equipment within Advanced Process Solutions, lower income tax expense, and higher aftermarket parts and service net revenue, partially offset by cost inflation, a decrease in income from discontinued operations, an increase in strategic investments, an increase in depreciation and amortization, inventory step-up charges related to acquisitions, an increase in business acquisition, disposition, and integration ~~costs.~~costs, and unfavorable product mix. Foreign currency impact decreased consolidated net income by ~~$3.0.~~$6.3.

Consolidated adjusted EBITDA ~~decreased $5.3 (2%~~increased $20.1 (11%) for the six months ended March 31, ~~2022,~~2023, compared to the same period in ~~2021.~~2022. The ~~decrease~~increase was primarily driven by ~~cost inflation~~favorable pricing, the impact of acquisitions, productivity improvements, and ~~a decrease in volume at Batesville,~~higher aftermarket parts and service net revenue, partially offset by ~~favorable pricing, productivity improvements, and~~cost inflation, an increase in ~~demand for equipment within Advanced Process Solutions.~~strategic investments, and unfavorable product mix. Foreign currency impact decreased adjusted EBITDA by ~~$5.4.~~$11.0.

LIQUIDITY AND CAPITAL RESOURCES

In this section, we discuss our ability to access cash to meet business needs. We discuss how we see cash flow being affected for the next twelve months and how we intend to use it. We describe actual results in generating and using cash by comparing the first six months of ~~2022~~2023 to the same period last year. Finally, we identify other significant matters that could affect liquidity on an ongoing basis.

Ability to Access Cash

Our debt financing has historically included revolving credit facilities, term loans, and long-term notes as part of our overall financing strategy. We regularly review and adjust the mix of fixed-rate and variable-rate debt within our capital structure in order to achieve a target range based on our financing strategy.

We have taken proactive measures to maintain financial flexibility within the landscape of ~~the ongoing Ukraine War and COVID-19 pandemic.~~various uncertainties. We believe the Company ended the quarter with and continues to have sufficient liquidity to operate in the current business environment.

As of March 31, ~~2022,~~2023, we had ~~$883.6~~$981.7 of borrowing capacity under the ~~Revolver, all~~Credit Agreement, of which $793.0 was immediately available based on our most restrictive covenant. The available borrowing capacity reflects a reduction of ~~$16.4~~$18.3 for outstanding letters of credit issued under the ~~Revolver.~~Credit Agreement. The Company may request an increase of up to ~~$450.0~~$600.0 in the total borrowing capacity under the ~~Revolver,~~Credit Agreement, subject to approval of the lenders.

In the normal course of business, operating companies within ~~the Advanced Process Solutions~~our reportable operating ~~segment~~segments provide to certain customers bank guarantees and other credit arrangements in support of performance, warranty, advance payment, and other contractual obligations. This form of trade finance is customary in the industry and, as a result, we maintain adequate capacity to provide the guarantees. As of March 31, ~~2022,~~2023, we had guarantee arrangements totaling ~~$405.2,~~$435.3, under which ~~$235.8~~$311.0 was used for guarantees. These arrangements include the L/G Facility Agreement under which unsecured letters of credit, bank guarantees, or other surety bonds may be issued. The Company may request an increase to the total capacity under the L/G Facility Agreement by an additional ~~€45.0,~~€100.0, subject to approval of the lenders.

We have significant operations outside the U.S. We continue to assert that the basis differences in the majority of our foreign subsidiaries continue to be permanently reinvested outside of the U.S. We have recorded tax liabilities associated with distribution taxes on expected distributions of available cash and current earnings. The Company has made, and intends to continue to make, substantial investments in our businesses in foreign jurisdictions to support the ongoing development and growth of our international operations. As of March 31, ~~2022,~~2023, we had a transition tax liability of ~~$16.9~~$14.9 pursuant to the 2017 Tax Cuts and Jobs Act (the “Tax Act”). The cash at our foreign subsidiaries, including U.S. subsidiaries participating in non-U.S. cash pooling arrangements, totaled ~~$409.8~~$275.1 at March 31, ~~2022.~~2023. We continue to actively evaluate our global capital deployment and cash needs.

12-month Outlook

~~COVID-19~~

As discussed in the Executive Overview section above, the Company has taken actions aimed to safeguard its capital position in the ongoing COVID-19 pandemic. We believe the Company has sufficient liquidity to operate in the current business

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environment. The challenges posed by the ongoing COVID-19 pandemic on our businesses continue to evolve rapidly and are likely to evolve further as the COVID-19 pandemic continues and the vaccine rollout continues around the world. Consequently, we will continue to evaluate our financial position in light of future developments, particularly those relating to COVID-19 and any of the variant strains of the virus, and we plan to take necessary steps to manage through such developments.

Ukraine War

The Ukraine War that began in February 2022 continues as of the date of this Quarterly Report. We have suspended all new business in Russia and Belarus but may be contractually obligated to complete existing contracts, insofar as economic sanctions do not prevent us from doing so. Russia, Belarus, and Ukraine do not constitute a material portion of our customer and supplier portfolio, however, a significant escalation or expansion of economic disruption of the Ukraine War’s current scope could have a negative effect on our consolidated results of operations and cash flows. However, we do not believe the impact will be material to our consolidated results of operations and cash flows. For more information about the Ukraine War and its effect on the Company’s business and results of operations, see ~~Part II~~ Item 1A. Risk Factors ~~within this Quarterly~~in our Annual Report on Form ~~10-Q.~~

~~Leverage update~~

~~The Company’s net leverage (defined as debt, net of cash, to adjusted EBITDA) at March 31,~~10-K for the year ended September 30, 2022, ~~was~~filed with the SEC on November 16, 2022 ~~1.4x.~~ Given the strength of the Company’s consolidated balance sheet and with leverage within our targeted range, the Company has resumed consideration of strategic acquisitions and opportunistic share repurchases in support of its capital structure objectives..

Other activities

~~The Tax Act requires~~During the three months ended March 31, 2023, the Company repaid in full the $100.0 in 4.6% Series A unsecured notes (“Series A Notes”) using a portion of the net proceeds received from the Batesville divestiture. The remaining net proceeds from the Batesville divestiture were used to repay outstanding borrowings on the Facility. We estimate taxes of approximately $146.0 associated with the Batesville divestiture are expected to be paid in our third quarter of fiscal 2023.

The Company is required to pay a transition tax on unremitted earnings of its foreign subsidiaries, resulting in an estimated liability of ~~$16.9~~$14.9 recorded as of March 31, ~~2022.~~2023. The transition tax liability ~~under the Tax Act~~ is expected to be paid over the next ~~four~~three years.

On December 2, 2021, our Board of Directors authorized a new share repurchase program of up to $300.0, which replaced the previous $200.0 share repurchase ~~program authorized on December 7, 2018.~~program. The repurchase program has no expiration date but may be terminated by the Board of Directors at any time. ~~As of March 31, 2022, we repurchased approximately 583,000 shares under the existing authorization by the Board of Directors for approximately $26.6 in the aggregate.~~ We had ~~$273.4~~approximately $125.0 remaining for share repurchases under the existing authorization at March 31, ~~2022. During the first quarter of 2022, we repurchased approximately 624,000 shares for $28.9 under our prior share repurchase program before its termination and replacement. All such shares were classified~~ ~~as treasury stock.~~2023.

Our anticipated contribution to our defined benefit pension plans in fiscal ~~2022~~2023 is ~~$10.9,~~$9.5, of which ~~$4.7~~$4.2 was made during the six months ended March 31, ~~2022.~~2023. We will continue to monitor plan funding levels, performance of the assets within the plans, and overall economic activity, and we may make additional discretionary funding decisions based on the net impact of the above factors.

We currently expect to pay quarterly cash dividends of approximately ~~$15.8~~$15.3 based on our outstanding common stock at March 31, ~~2022.~~2023. We increased our quarterly dividend in ~~2022~~2023 to ~~$0.2175~~$0.22 per common share from ~~$0.2150~~$0.2175 per common share paid in ~~2021.~~2022.

We believe existing cash and cash equivalents, cash flows from operations, borrowings under existing arrangements, and the issuance of debt will be sufficient to fund our operating activities and cash commitments for investing and financing activities. Based on these factors, we believe our current liquidity position is sufficient and will continue to meet all of our financial commitments in the current business environment.

Cash Flows


	Six Months Ended March 31,
	2023		2022
Cash flows provided by (used in) provided by:
Operating activities from continuing operations	$	44.7	$	5.5
Investing activities from continuing operations	38.5		(18.1)
Financing activities from continuing operations	5.4		(70.5)
Net cash flows from discontinued operations	(3.4)		80.4
Effect of exchange rates on cash and cash equivalents	(6.9)		(2.2)
Net cash flows	$	78.3	$	(4.9)

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~~Cash Flows~~

Six Months Ended March 31,
2022 2021
Cash flows provided by (used in):
Operating activities $ 90.7 $ 259.0
Investing activities (22.9) 154.1
Financing activities (70.5) (370.1)
Effect of exchange rates on cash and cash equivalents (2.2) (7.5)
Net cash flows $ (4.9) $ 35.5

Operating Activities

Operating activities from continuing operations provided ~~$90.7 of cash during the six months ended~~ ~~March 31, 2022, and provided $259.0~~$44.7 of cash during the six months ended March 31, ~~2021,~~2023, and provided $5.5 of cash during the six months ended March 31, 2022, a ~~$168.3 (65%~~$39.2 (713%) ~~decrease.~~increase. The ~~decrease~~increase in operating cash flow from continuing operations was primarily due to ~~unfavorable~~favorable timing of working capital requirements.

Working capital requirements for ~~the Advanced Process Solutions and Molding Technology Solutions~~our reportable operating segments fluctuate and may continue to fluctuate in the future due primarily to the type of product and geography of customer projects in process at any point in time. Working capital needs are lower when advance payments from customers are more heavily weighted toward the beginning of the project. Conversely, working capital needs are higher when a larger portion of the cash is to be received in later stages of manufacturing.

Investing Activities

The ~~$177.0 decrease~~$56.6 increase in net cash flows from investing activities from continuing operations during the six months ended March 31, ~~2022~~2023, was primarily due to the proceeds received on the divestiture of ~~$165.7 from~~ the ~~divestitures~~Batesville reportable operating segment, partially offset by the acquisitions of ~~Red Valve~~Linxis and ~~ABEL in~~Peerless during fiscal ~~2021~~year 2023 and an increase in capital expenditures. ~~See Note 4 included in Part 1, Item 1 of this Form 10-Q for further details on the divestitures.~~

Financing Activities

Cash ~~used in~~provided by financing activities from continuing operations was largely impacted by net borrowing activity and share repurchases. Our general practice is to use available cash to pay down debt unless it is needed for an acquisition. Cash ~~used in~~provided by financing activities during the six months ended March 31, ~~2022~~2023 was ~~$70.5, including $55.5~~$5.4, primarily due to net borrowings on the Facility of $57.8 and the $200.0 draw on the term loan commitment, partially offset by repayment of the Series A Notes and payment of dividends on common ~~stock repurchases.~~stock. Cash used in financing activities for the six months ended March 31, ~~2021~~2022 was ~~$370.1, including $338.8~~$70.5, primarily due to repurchases of ~~debt repayments, net~~common stock and payment of ~~proceeds.~~dividends on common stock.

We returned ~~$31.7~~$30.6 to shareholders during the six months ended March 31, ~~2022~~2023 in the form of quarterly dividends. We increased our quarterly dividend in fiscal ~~2022~~2023 to ~~$0.2175~~$0.22 per common share from ~~$0.2150~~$0.2175 per common share paid during fiscal ~~2021.~~

2022.

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Summarized Financial Information for Guarantors and the Issuer of Guaranteed Securities

Summarized financial information of Hillenbrand (the “Parent”) and our subsidiaries that are guarantors of our senior unsecured notes (the “Guarantor Subsidiaries”) is shown below on a combined basis as the “Obligor Group.” The Company’s senior unsecured notes are guaranteed by certain of our wholly-owned domestic subsidiaries and rank equally in right of payment with all of our existing and financial information of the Obligor Group. All intercompany balances and transactions between the Parent and Guarantor Subsidiaries have been eliminated and all information excludes subsidiaries that are not issuers or guarantors of our senior unsecured notes, including earnings from and investments in these entities.

March 31, 2022 September 30, 2021
Combined Balance Sheets Information:
Current assets (1)
$ 1,502.1 $ 1,311.6
Non-current assets 4,790.9 5,692.1
Current liabilities 575.7 581.8
Non-current liabilities 1,293.3 1,303.9
Six Months Ended
March 31, 2022 Year Ended
September 30, 2021
Combined Statements of Operations Information:
Net revenue (2)
$ 521.9 $ 999.0
Gross profit 184.1 374.2
Net income attributable to Obligors 202.1 557.6
Upon the divestiture of Batesville on February 1, 2023, each of the subsidiaries of Batesville that were Guarantor Subsidiaries ceased to be a guarantor of the senior unsecured notes.


	March 31, 2023		September 30, 2022
Combined Balance Sheets Information:
Current assets (1)	$	3,940.4	$	2,590.3
Non-current assets	2,527.9		2,656.1
Current liabilities	1,618.4		623.2
Non-current liabilities	1,412.9		1,289.6

			Six Months Ended March 31, 2023
Combined Statements of Operations Information:
Net revenue (2)			$	226.3
Gross profit			44.8
Consolidated net income from continuing operations attributable to Obligors			249.6
Total income from discontinued operations (net of income tax expense) attributable to Obligors (3)			448.7
Net income attributable to Obligors (3)			698.3

(1) Current assets include intercompany receivables from non-guarantors ~~of $697.7~~of $1,794.4 as of March 31, ~~2022~~2023 and ~~$596.8~~ $1,868.7 as of September 30, ~~2021.~~2022.

(2) Net revenue includes intercompany sales with non-guarantors of ~~$15.9~~ $3.5 for the six months ended March 31, 2023.

(3) Of the $448.7 of total income from discontinued operations (net of income tax expense), $440.9 related to gain on divestiture (net of income tax expense) of discontinued operations recognized by the Parent. The remaining $7.8 related to the operations of the former subsidiary guarantors of the senior unsecured notes included in discontinued operations, which, as of ~~March 31, 2022~~February 1, 2023, have been divested and ~~$35.8 as of~~ ~~September 30, 2021.~~are no longer guarantors.

Recently Adopted and Issued Accounting Standards

For a summary of recently issued and adopted accounting standards applicable to us, see Item 1, Note 2 of Part I of this Form 10-Q.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

A full discussion of quantitative and qualitative disclosures about market risk may be found in Item 7A of our ~~2021~~2022 Form 10-K for the year ended September 30, 2022, filed with the SEC on November ~~17, 2021.~~16, 2022. There have been no material changes in this information since the filing of our ~~2021~~

2022 Form 10-K. The following discussion provides information on significant changes to our market risks, resulting from an increase to our variable-rate debt obligations due to recent acquisitions, which could have a significant impact on our operating results, financial condition, and liquidity.

Interest rate risk

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As of September 30, 2022, we had outstanding variable-rate debt obligations of $6.7. In connection with recent acquisitions, we executed a $200.0 draw on the term loan commitment provided for by the Credit Agreement. As a result, our outstanding variable-rate debt obligations were $197.5 as of March 31, 2023. We are subject to interest rate risk associated with such borrowings, which bear a variable rate of interest. The interest we pay on such borrowings is dependent on interest rate conditions and the timing of our financing needs. If we assumed the borrowings under our variable-rate debt obligations remained at $197.5 for 12 months, a one percentage point change in the related interest rates would decrease or increase annual interest expense by approximately $2.0.

Item 4. CONTROLS AND PROCEDURES

Our management, with the participation of our President and Chief Executive Officer and our Senior Vice President and Chief Financial Officer (the “Certifying Officers”), evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based upon that evaluation, the Certifying Officers concluded that our disclosure controls and procedures as of the end of the period covered by this report are effective.

In the ordinary course of business, we review our system of internal control over financial reporting and make changes to our systems and processes to improve such controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, automating manual processes, and updating existing systems.

~~There~~On October 6, 2022 and December 1, 2022, we completed the acquisitions of Linxis and Peerless, respectively, which included their existing information systems and internal controls over financial reporting. In conducting our evaluation of the effectiveness of our internal control over financial reporting for our fiscal year ended September 30, 2023, we plan to exclude Linxis and Peerless from our evaluation as permitted under existing SEC Staff interpretive guidance for newly acquired businesses. We are currently in the process of evaluating and integrating Linxis and Peerless’ historical internal controls over financial reporting with ours. These integrations may lead to changes in future fiscal periods, but we do not expect these changes to materially affect our disclosure controls and procedures or internal control over financial reporting. We expect to complete these integrations in fiscal 2024. For the three and six months ended March 31, 2023, Linxis and Peerless accounted for $79.0 and $163.9 of our total net revenue, and as of March 31, 2023, had total assets of $911.0 (inclusive of acquired goodwill and identifiable intangible assets of $664.9).

Other than as noted above, there were no changes in internal control over financial reporting identified in the evaluation for the quarter ended March 31, ~~2022,~~2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

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PART II — OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

Information pertaining to legal proceedings can be found in Note 1516 to the Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.

Item 1A. RISK FACTORS

For information regarding the risks we face, see the discussion under Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended September 30, ~~2021~~2022, filed with the SEC on November ~~17, 2021,~~16, 2022, and the additional risk factor below. ~~As described herein,~~The following descriptions of risk factors include any additions and material changes to, and supersede the ~~Ukraine War may adversely affect~~corresponding descriptions of, the risk factors associated with our business ~~and financial results and may also have the effect of heightening other risks described~~as previously disclosed in ~~the “Risk Factors” section of~~ our Annual Report on Form 10-K for the year ended September 30, ~~2021.~~2022.

~~The Ukraine War~~We have recently completed several divestitures, including of our Batesville business, and we continually assess the ~~related implications have negatively impacted~~strategic fit of our existing businesses. We may divest or otherwise dispose of businesses that are deemed not to fit with our strategic plan or are not achieving the desired return on investment, and ~~may continue to negatively impact~~we cannot be certain that our business, operating results, and ~~results of operations.~~financial condition will not be materially and adversely affected.

AsA successful divestiture depends on various factors, including reaching an agreement with potential buyers on terms we deem attractive, as well as our ability to effectively transfer liabilities, contracts, facilities, and employees to any purchaser, identify and separate the intellectual property to be divested from the intellectual property that we wish to retain, reduce fixed costs

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previously associated with the divested assets or business, and collect the proceeds from any divestitures. These efforts require varying levels of management resources, which may divert our attention from other business operations. If we do not realize the expected benefits of any divestiture transaction or experience unexpected costs or similar risks, our consolidated financial position, results of operations, and cash flows could be negatively impacted. In addition, divestitures of businesses involve a ~~result~~number of risks, including significant costs and expenses, the ~~Ukraine War,~~loss of or changes to customer, employee, or supplier relationships, potential adverse impacts to volume-based pricing under existing and future purchasing arrangements, and a decrease in net revenue and earnings associated with the U.S. and other countries have imposed sanctions on Russia and Belarus, Russian allies, and certain businesses and individuals within Russia, and could impose further sanctions that could damage or more severely disrupt international commerce and the global economy. It is not possible to predict the broader or longer-term consequences of this conflict or the sanctions imposed to date, which could include further sanctions and embargoes against Russia, its allies, or other countries with which Russia has significant trade or financial ties, whichdivested business. Furthermore, any divestiture may result in ~~further regional and political instability, geopolitical shifts and adverse effects on macroeconomic conditions, security conditions, currency exchange rates and financial markets.~~

~~Any such effects could have~~ a ~~negative~~dilutive impact ~~on our ability~~ to sell to, ship products to, collect payments from, and support customers in certain regions. Additionally, supply chain disruptions and logistical challenges due to the Ukraine War and any indirect effects are expected to further complicate existing supply chain constraints that may adversely affect profitability. For example, if the Ukraine War continues to hinder our ability to source key materials from certain suppliers, our operations could be harmed, and our costs could increase. In addition, we have suspended all new business in Russia and Belarus, which may have a negative impact on our future ~~operating results. Despite~~earnings if we are unable to offset the ~~suspension~~dilutive impact from the associated loss of ~~new business~~revenue, and may also result in ~~these countries, we may be contractually obligated to complete certain existing contracts, insofar as economic sanctions do not prevent us from doing so.~~

The potential effects of the Ukraine War also could impact many of the other risk factors described in Part I Item 1A, Risk Factors, in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021. These risk factors could include but are not limited to:

•Increased prices for, nonstandard quality of, or extended inability to source raw materials and energy used in our products or associated services, and supply chain disruptions could adversely affect profitability.

•~~The performance of the Company may suffer from business disruptions associated with information technology, cyber-attacks or unauthorized access, or catastrophic losses affecting infrastructure.~~

•~~Global market and economic conditions,~~significant write-offs, including those related to ~~the financial markets,~~goodwill and other intangible assets, any of which could have a material adverse effect on our ~~operating~~ results of operations and financial ~~condition, and liquidity.~~

•~~International economic, political, legal, and business factors could negatively affect our operating results, cash flows, financial condition, and growth.~~

•~~Uncertainty in international trade policy could negatively impact our business.~~condition.

~~Given~~In addition, divestitures, in particular the ~~evolving nature~~recent divestiture of our Batesville business, potentially involve significant post-closing separation and transition activities, which could involve the ~~Ukraine War, the related sanctions, potential governmental actions~~expenditure of material financial resources and ~~economic impact, such potential effects remain uncertain. While~~significant employee resources. During these activities, we ~~may experience negative impacts on~~have diverted capital and other resources that otherwise could have been used in our business ~~financial condition~~operations, and ~~results of operations,~~ we ~~are unable~~will continue to ~~predict~~do so until the ~~ultimate extent or nature of these impacts at this time.~~

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~~Item 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~

~~The following table summarizes repurchases of common stock during the three months ended March 31, 2022.~~

Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plan or Programs Maximum Dollar Amount that May Yet be Purchased Under Program
January (January 1-31) — $ — — $ 300.0
February (February 1-28) — — — 300.0
March (March 1-31) 582,965 45.62 582,965 273.4
Total 582,965 $ 45.62 582,965 273.4

~~On December 2, 2021, our Board of Directors authorized a new share repurchase program of up~~process is completed. We also have incurred expenses and could continue to $300.0, which replaced the previous $200.0 share repurchase program authorized on December 7, 2018. The repurchase program has no expiration date but may be terminated by the Board of Directors at any time. As of March 31, 2022, we repurchased approximately 583,000 shares under the existing authorization by the Board of Directors for approximately $26.6 in the aggregate. We had $273.4 remaining for share repurchases under the existing authorization at March 31, 2022. During the first quarter of 2022, we repurchased approximately 624,000 shares for $28.9 under our prior share repurchase program before its termination and replacement. All s~~uch shares were classified~~ ~~as treasury stock.~~

~~Item 5. OTHER INFORMATION~~

On May 5, 2022, the Company’s Board of Directors (the “Board”) approved the amendment and restatement of the Company’s Amended and Restated Code of By-laws (as amended, the “Bylaws”). The Bylaws became effective immediately upon approval by the Board and were amended to, among other things:

~~(i)adjust provisions relating to shareholder meetings to (a) align~~incur substantial expenses associated with the ~~language~~divestiture of ~~Indiana law, (b) clarify administrative procedures for setting record dates~~Batesville, and ~~calling special meetings, and (c) specifically provide for remote meetings in conformance with Indiana law;~~there can be no assurance that this transaction will be ultimately beneficial to us or have a positive effect on shareholder value.

~~(ii)update certain provisions relating to shares, Board meetings, and creation of Board committees to align with the language of Indiana law;~~

~~(iii)update advance-notice provisions and modernize notice requirements for Board meetings;~~

~~(iv)align officer descriptions with those the Company expects to employ;~~

~~(v)incorporate gender-neutral terminology and clarify provisions relating to common and preferred stock and to transfer agents; and~~

~~(vi)reflect certain other administrative, technical, stylistic, modernizing, clarifying, and conforming changes.~~

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, as amended, a copy of which is filed as Exhibit 3.2 to this Quarterly Report on Form 10-Q, and which is incorporated by reference herein. A marked copy of the Bylaws, as amended, is filed as Exhibit 3.3 to this Quarterly Report on Form 10-Q.

Item 6. EXHIBITS

The exhibits filed with this report are listed below. In reviewing any agreements included as exhibits to this report, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about us or the other parties to the agreements. The agreements may contain representations and warranties by the parties to the agreements, including us. Except where explicitly stated otherwise, these representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

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•should not necessarily 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.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.

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Exhibit 3.1						Restated and Amended Articles of Incorporation of Hillenbrand, Inc., effective as of February 13, 2020 (Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed February 14, 2020)
Exhibit 3.2*3.2						Amended and Restated Code of By-Laws of Hillenbrand, Inc., effective as of May 5, 2022 ~~(clean copy)~~
Exhibit 3.3*						~~Amended and Restated Code of By-Laws of Hillenbrand, Inc., effective as of May 5, 2022 (redline copy)~~
Exhibit 10.1*						~~Employment Agreement, dated March 14, 2022, by and between Hillenbrand, Inc. and Robert M. VanHimbergen~~
~~Exhibit 10.2~~						~~Form of Change in Control Agreement as entered into by Robert M. VanHimbergen on March 14, 2022~~ (Incorporated by reference to ~~the form filed as~~ Exhibit ~~10.6~~3.2 to ~~Current~~Quarterly Report on Form ~~8-K~~10-Q filed ~~February 11, 2021)~~May 9, 2022)
Exhibit 22 *						List of Guarantor Subsidiaries of Hillenbrand, Inc. ~~(Incorporated by reference to Exhibit 22 to Annual Report on Form 10-K filed November 17, 2021)~~
Exhibit 31.1*						Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2*						Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1*						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
Exhibit 32.2*						Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 101						The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~March~~December 31, 2022, formatted in Inline XBRL: (i) Consolidated Statements of Operations, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Shareholders’ Equity, and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
Exhibit 104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	HILLENBRAND, INC.

Date: May ~~9, 2022~~8, 2023	~~BY:~~By:	/s/ Robert M. VanHimbergen
		Robert M. VanHimbergen
		Senior Vice President and Chief Financial Officer

Date: May ~~9, 2022~~8, 2023		/s/ Megan A. Walke
		Megan A. Walke
		~~Interim~~Vice President and Chief Accounting Officer

4854


	March 31, 2022		March 31, 2021
Cash and cash equivalents	$	444.8	$	344.9
Short-term restricted cash included in other current assets	1.2		2.4
Total cash, cash equivalents, and restricted cash shown in the Consolidated Statements of Cash Flows	$	446.0	$	347.3


	March 31, 2022			September 30, 2021
Operating lease right-of-use assets, net	$	136.0		$	138.1

Other current liabilities	30.0			30.7
Operating lease liabilities	104.4			105.6
Total operating lease liabilities	$	134.4		$	136.3

Weighted-average remaining lease term (in years)	7.3			7.2

Weighted-average discount rate	2.3		%	2.1		%


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan or Programs	Maximum Dollar Amount that May Yet be Purchased Under Program

January (January 1-31)	—	$	—	—	$	300.0
February (February 1-28)	—	—		—	300.0
March (March 1-31)	582,965	45.62		582,965	273.4
Total	582,965	$	45.62	582,965	273.4