HI 10-K Annual Report Sept. 30, 2019 | Alphaminr
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HI 10-K Fiscal year ended Sept. 30, 2019

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HILLENBRAND, INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters,Item 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and ResultsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting andItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers, and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management, andItem 13. Certain Relationships and Related Transactions, and DirectorItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

Exhibit 2.1 *** Agreement and Plan of Merger, dated as of July 12, 2019, among Hillenbrand, Inc., Bengal Delaware Holding Corporation and Milacron Holdings Corp. (Incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed July 16, 2019) Exhibit 3.1 Restated and Amended Articles of Incorporation of Hillenbrand,Inc., effective March31, 2008 (Incorporated by reference to Exhibit 3.1 to Quarterly Report on Form 10-Q filed August 12, 2008) Exhibit 3.2 Articles of Correction of the Restated and Amended Articles of Incorporation of Hillenbrand,Inc., effective March31, 2008 (Incorporated by reference to Exhibit 3.2 to Quarterly Report on Form 10-Q filed August 12, 2008) Exhibit 3.3 Articles of Amendment of the Restated and Amended Articles of Incorporation of Hillenbrand, Inc., effective February 27, 2015 (Incorporated by reference to Exhibit 3.3 to Quarterly Report on Form 10-Q filed May 11, 2015) Exhibit 3.4 Amended and Restated Code of By-laws of Hillenbrand,Inc. (Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed August 31, 2017) Exhibit 4.1 Formof Indenture between Hillenbrand,Inc. and U.S. Bank National Association as trustee, dated July 09, 2010 (Incorporated by reference to Exhibit 4.11 to Form S-3 filed July 6, 2010) Exhibit 4.2 Formof Hillenbrand,Inc. 5.5% fixed rate 10 year global note (Incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed July 9, 2010) Exhibit 4.3 Supplemental Indenture dated as of January10, 2013, by and among Hillenbrand,Inc., Batesville Casket Company,Inc., Batesville Manufacturing,Inc., Batesville Services,Inc., Coperion Corporation, K-Tron Investment Co., TerraSource Global Corporation, Process Equipment Group,Inc., Rotex Global, LLC, and U.S. Bank National Association, as trustee (the Trustee) (Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed on January 11, 2013) Exhibit 4.4 Supplemental Indenture No.3, dated as of September 25, 2019, by and among the Company, the subsidiary guarantors party thereto and the Trustee (Incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed September 25, 2019) Exhibit 4.5 Form of the Companys 4.500% Senior Notes due 2026 (Incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed September 25, 2019) Exhibit 4.6 * Description of the Companys Securities Registered Pursuant to Section 12 of the Exchange Act Exhibit 10.1 ** Formof Indemnity Agreement between Hillenbrand,Inc. and its non-employee directors (Incorporated by reference to Exhibit 10.11 to Registration Statement on Form 10) Exhibit 10.2 ** Hillenbrand,Inc. Board of Directors Deferred Compensation Plan (Incorporated by reference to Exhibit 10.13 to Quarterly Report on Form 10-Q filed May 14, 2008) Exhibit 10.3 ** Hillenbrand,Inc. Executive Deferred Compensation Program (Incorporated by reference to Exhibit 10.16 to Registration Statement on Form 10) Exhibit 10.4 ** Hillenbrand,Inc. Supplemental Executive Retirement Plan (As Amended and Restated July 1, 2010) (Incorporated by reference as Exhibit 10.31 to Annual Report on Form 10-K filed November 23, 2010) Exhibit 10.5 ** Hillenbrand,Inc. Supplemental Retirement Plan effective as of July1, 2010 (Incorporated by reference to Exhibit 10.32 to Annual Report on Form 10-K filed November 23, 2010) Exhibit 10.6 ** Employment Agreement dated as of October 1, 2018, between Hillenbrand,Inc. and Kimberly K. Ryan (Incorporated by reference to Exhibit 10.7 to Annual Report on Form 10-K filed November 13, 2018) Exhibit 10.7 Guarantee Facility Agreement dated as of December3, 2012, by and between Coperion GmbH and Commerzbank Aktiengesellschaft (Incorporated by reference to Exhibit 10.4 to Quarterly Report on Form 10-Q filed February 4, 2013) Exhibit 10.8 Guaranty dated as of December3, 2012, by Hillenbrand,Inc. in favor of Commerzbank Aktiengesellschaft (Incorporated by reference to Exhibit 10.5 to Quarterly Report on Form 10-Q filed February 4, 2013) Exhibit 10.9 Private Shelf Agreement dated as of December6, 2012, by and between Hillenbrand,Inc. and Prudential Investment Management,Inc. (Incorporated by reference to Exhibit 10.6 to Quarterly Report on Form 10-Q filed February 4, 2013) Exhibit 10.10 ** Formof Hillenbrand,Inc. Stock Incentive Plan Performance Based Unit Award Agreement by and between Hillenbrand,Inc. and certain employees including executive officers (Incorporated by reference to Exhibit 10.7 to Quarterly Report on Form 10-Q filed February 4, 2013) Exhibit 10.11 ** Employment Agreement dated as of April26, 2013, by and between Hillenbrand,Inc. and Joe A. Raver (Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q filed August 5, 2013) Exhibit 10.12 ** Amendment Agreement dated as of April26, 2013, by and between Hillenbrand,Inc. and Joe A. Raver (Incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q filed August 5, 2013) Exhibit 10.13 ** Formof Hillenbrand,Inc. Stock Incentive Plan Performance Based Unit Award Agreement - Relative Total Shareholder Value, by and between Hillenbrand,Inc. and certain employees including executive officers (Incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q filed February 4, 2014) Exhibit 10.14 ** Formof Change in Control Agreement between Hillenbrand,Inc. and certain of its executive officers, including its named executive officers (Incorporated by reference to Exhibit 10.19 to Annual Report on Form 10-K filed November 13, 2018) Exhibit 10.15 ** Hillenbrand,Inc. Stock Incentive Plan (Incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed February 27, 2014) Exhibit 10.16 ** Hillenbrand,Inc. Second Amended and Restated Short-Term Incentive Compensation Plan for Key Executives (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed December 7, 2018) Exhibit 10.17 ** Employment Agreement dated as of June18, 2014, by and between Hillenbrand,Inc. and Kristina Cerniglia (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed August 27, 2014) Exhibit 10.18 ** Cash Award and Repayment Agreement dated as of August7, 2014, between Hillenbrand,Inc. and Kristina Cerniglia (Incorporated by reference to Exhibit 10.46 to Annual Report on Form 10-K filed November 19, 2014) Exhibit 10.19 ** Restricted Stock Unit Award Agreement dated as of August7, 2014, between Hillenbrand,Inc. and Kristina Cerniglia (Incorporated by reference to Exhibit 10.47 to Annual Report on Form 10-K filed November 19, 2014) Exhibit 10.20 Amendment No. 1 to Private Shelf Agreement, dated December 15, 2014, by and among Hillenbrand, Inc., Prudential Investment Management, Inc. and each Prudential Affiliate (as therein defined) that has become or becomes bound thereby (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K, filed December 19, 2014) Exhibit 10.21 Amendment No. 2 to Private Shelf Agreement, dated December 19, 2014, by and among Hillenbrand, Inc., Prudential Investment Management, Inc. and each Prudential Affiliate (as therein defined) that has become or becomes bound thereby (Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed December 19, 2014) Exhibit 10.22 Amendment No. 3 to Private Shelf Agreement, dated March 24, 2016, by and among Hillenbrand, Inc., Prudential Investment Management, Inc. and each Prudential Affiliate (as therein defined) that has become or becomes bound thereby (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed March 30, 2016) Exhibit 10.23 Second Amended and Restated Credit Agreement, dated as of December 8, 2017, among Hillenbrand, Inc., the subsidiary borrowers and subsidiary guarantors named therein, the lenders named therein, and JPMorgan Chase Bank, N.A., as administrative agent for the lenders (Incorporated by reference as Exhibit 10.1 to Current Report on Form 8-K filed December 12, 2017) Exhibit 10.24 Amendment No.4 to the Private Shelf Agreement, dated as of December8, 2017, by and among Hillenbrand,Inc., PGIM,Inc. (f/k/a Prudential Investment Management,Inc.), the subsidiary guarantors named therein, and the additional parties thereto (Incorporated by reference as Exhibit 10.2 to Current Report on Form 8-K filed December 12, 2017) Exhibit 10.25 Syndicated L/G Facility Agreement, dated as of March8, 2018, among Hillenbrand,Inc. and certain of its subsidiaries named therein, Commerzbank Aktiengesellschaft and various other lenders named therein, and Commerzbank Finance& Covered Bond S.A., acting as agent (Incorporated by reference as Exhibit 10.1 to Current Report on Form 8-K filed March 9, 2018) Exhibit 10.26 ** Employment Agreement dated as of June18, 2018, by and between Hillenbrand,Inc. and J. Michael Whitted (Incorporated by reference as Exhibit 10.33 to Annual Report on Form 10-K filed November 13, 2018) Exhibit 10.27 ** Employment Agreement dated as of September 7, 2015, by and between Batesville Services,Inc. and Christopher Trainor (Incorporated by reference as Exhibit 10.34 to Annual Report on Form 10-K filed November 13, 2018) Exhibit 10.28 Third Amended and Restated Credit Agreement, dated as of August 28, 2019, among Hillenbrand, Inc., the subsidiary borrowers and subsidiary guarantors named therein, the lenders named therein, and JPMorgan Chase Bank, N.A., as administrative agent for the lenders (Incorporated by reference as Exhibit 10.1 to Current Report on Form 8-K filed September 4, 2019) Exhibit 10.29 Amendment No. 1 to Third Amended and Restated Credit Agreement, dated as of October 8, 2019, among Hillenbrand, Inc., as a borrower, the subsidiary borrowers party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (Incorporated by reference as Exhibit 10.1 to Current Report on Form 8-K filed October 11, 2019) Exhibit 10.30 Amendment No. 5 to Private Shelf Agreement, dated as of September 4, 2019, by and among Hillenbrand, Inc., PGIM, Inc. (f/k/a Prudential Investment Management, Inc.), the subsidiary guarantors named therein, and the additional parties thereto (Incorporated by reference as Exhibit 10.2 to Current Report on Form 8-K filed September 4, 2019) Exhibit 10.31 Amended and Restated Agreement, dated as of September 4, 2019, among Hillenbrand, Inc. and certain of its subsidiaries named therein, Commerzbank Aktiengesellschaft and various other lenders named therein, and Commerzbank Finance & Covered Bond S.A., acting as agent (Incorporated by reference as Exhibit 10.3 to Current Report on Form 8-K filed September 4, 2019) Exhibit21.1 * Subsidiaries of Hillenbrand,Inc. Exhibit23.1 * Consent of Independent Registered Public Accounting Firm Exhibit31.1 * Certification of Chief Executive Officer Pursuant to Section302 of the Sarbanes-Oxley Act of 2002 Exhibit31.2 * Certification of Chief Financial Officer Pursuant to Section302 of the Sarbanes-Oxley Act of 2002 Exhibit32.1 * Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section1350, as Adopted Pursuant to Section906 of the Sarbanes-Oxley Act of 2002 Exhibit32.2 * Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section1350, as Adopted Pursuant to Section906 of the Sarbanes-Oxley Act of 2002