Hillenbrand, Inc. - Quarter Report: 2024 December (Form 10-Q)

) () ) )) ()$

(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

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Hillenbrand, Inc.

Consolidated Balance Sheets

(in millions)


	December 31, 2024 (unaudited)	September 30, 2024
ASSETS
Current Assets
Cash and cash equivalents	$	$
Trade receivables, net
Receivables from long-term manufacturing contracts, net
Inventories, net

Prepaid expenses and other current assets


Total current assets
Property, plant, and equipment, net
Operating lease right-of-use assets, net
Intangible assets, net
Goodwill
Other long-term assets

Total Assets	$	$

LIABILITIES
Current Liabilities
Trade accounts payable	$	$
Liabilities from long-term manufacturing contracts and advances
Current portion of long-term debt
Accrued compensation


Other current liabilities
Total current liabilities
Long-term debt
Accrued pension and postretirement healthcare
Operating lease liabilities
Deferred income taxes
Other long-term liabilities

Total Liabilities	$	$

Commitments and contingencies (Note 13)

SHAREHOLDERS’ EQUITY
Common stock, no par value ( and shares issued, and shares outstanding)
Additional paid-in capital
Retained earnings
Treasury stock ( and shares, at cost)	()	()
Accumulated other comprehensive loss	()	()
Hillenbrand Shareholders’ Equity
Noncontrolling interests
Total Shareholders’ Equity

Total Liabilities and Shareholders’ Equity	$	$

See Condensed Notes to Consolidated Financial Statements

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Hillenbrand, Inc.

Consolidated Statements of Cash Flows (Unaudited)

(in millions)


	Three Months Ended December 31,
	2024	2023
Operating activities from continuing operations
Consolidated net income	$	$
Adjustments to reconcile income from continuing operations to used in operating activities:
Total loss from discontinued operations (net of income tax expense)

Depreciation and amortization

Deferred income taxes	()	()
Amortization of deferred financing costs
Share-based compensation

Trade accounts receivable, net and receivables from long-term manufacturing contracts
Inventories, net	()	()
Prepaid expenses and other current assets	()	()
Trade accounts payable	()	()
Liabilities from long-term manufacturing contracts and advances,
accrued compensation, and other current liabilities	()	()
Income taxes payable	()
Accrued pension and postretirement	()
Other, net	()	()
Net cash used in operating activities from continuing operations	()	()

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



Cross-currency swap settlement
Collection of deferred purchase price receivables
Other, net		()
Net cash provided by (used in) investing activities from continuing operations		()

Financing activities from continuing operations

Repayments on long-term debt	()	()
Proceeds from revolving credit facilities
Repayments on revolving credit facilities	()	()

Payments of dividends on common stock	()	()














	Three Months Ended December 31, 2024
	Common Stock	Additional Paid-in Capital	Retained Earnings	Treasury Stock			Accumulated Other Comprehensive Loss		Noncontrolling Interests	Total
	Shares			Shares	Amount
Balance at September 30, 2024		$	$		$	()	$	()	$	$
Total other comprehensive loss, net of tax	—	—	—	—	—		()		()	()
Net income	—	—		—	—		—

Issuance/retirement of stock for stock awards/options	—	()	—	()			—		—	()
Share-based compensation	—		—	—	—		—		—
Dividends ($ per share)	—		()	—	—		—		()	()


Balance at December 31, 2024		$	$		$	()	$	()	$	$

Three Months Ended December 31, 2023

Common Stock

Additional
Paid-in
Capital

Retained
Earnings

Treasury Stock

Accumulated
Other
Comprehensive
Loss

Noncontrolling
Interests

Total

Amount

Balance at September 30, 2023

()

Total other comprehensive income, net of tax

—

Net income

—

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$ Warranty reserves$ $ Accumulated depreciation on property, plant, and equipment$ $ Inventories, net: Raw materials and components$ $ Work in process Finished goods Total inventories, net$ $

The following table provides a reconciliation of cash and 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:


	December 31, 2024	December 31, 2023
Cash and cash equivalents	$	$
Short-term restricted cash included in other current assets
Long-term restricted cash included in other long-term assets

Total cash and cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows	$	$

Equity Method Investment

The Consolidated Financial Statements include our % interest in TerraSource Holdings, LLC (“Holdings”), which is accounted for using the equity method of accounting as we have significant influence over the operating and financial policies of Holdings; however, we do not control Holdings. When we record our proportionate share of net income, we record it as a reduction to Operating expenses in the Consolidated Statements of Operations and increase the carrying value of our equity method investment. Conversely, when we record our proportionate share of a net loss, if applicable, we record it within Operating expenses in the Consolidated Statements of Operations and decrease the carrying value of our equity method investment. The value of our equity method investment in Holdings, which is recorded in Other long-term assets, was $ and $ at December 31, 2024 and September 30, 2024, respectively. We recorded our proportionate share of net income of Holdings of $ and $ for the three months ended December 31, 2024 and 2023, respectively, as a reduction of Operating expenses.

Supplier Finance Program

The Company has an agreement with a third-party to facilitate a supply chain finance (“SCF”) program with participating financial institutions. The SCF program allows qualifying suppliers to sell their receivables, on an invoice level at the selection of the supplier, from the Company to the financial institutions and negotiate their outstanding receivable arrangements and associated fees directly with the financial institutions. Hillenbrand is not party to the agreements between the supplier and the financial institutions. The supplier invoices that have been confirmed as valid under the SCF program require payment in full by the financial institutions to the supplier by the original maturity date of the invoice, or discounted payment at an earlier date as agreed upon with the supplier. The Company’s obligations to its suppliers, including amounts due and scheduled payment terms, are not impacted by a supplier’s participation in the SCF program.

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and $, respectively.

Trade Receivables Financing Agreements

The Company sells a small percentage of its trade receivables to outside financial institutions in the normal course of business. These trade receivable financing agreements are accounted for as a true sale of assets under the provisions of Accounting Standards Codification (“ASC”) 860, Transfer and Servicing (“ASC 860”). During fiscal 2024, the Company executed an amendment of one of its trade receivables financing agreement (as amended, the “Amended Agreement”) with a financial institution. In accordance with ASC 860 this Amended Agreement is deemed a true sale, as the Company retains no rights or interest and has no obligations with respect to the trade receivables, and has no continuing involvement with the trade receivables once transferred to the financial institution. As part of the Amended Agreement, we receive the majority of the proceeds of the trade receivables sold to the financial institution upon sale in cash (level 1 fair value measurement) with the remaining portion of the proceeds held by the financial institution as a deferred purchase price (“DPP”) (level 2 fair value measurement) until the collection of the trade receivables sold. The DPP receivables are ultimately realized by the Company following the collection of the underlying trade receivables sold to the financial institution (typically within 90 - 120 days). As defined in the Amended Agreement, the financial institution is responsible for any credit risk associated with the sold trade receivables. There is no limit on the amount of trade receivables that can be sold under the Amended Agreement; however, all trade receivables must be accepted by the financial institution prior to sale.

Sales of trade receivables under the Amended Agreement and other trade receivable factoring arrangements were $ and $ for the three months ended December 31, 2024 and 2023, respectively, and cash collections from customers on trade receivables sold were $ and $ during the three months ended December 31, 2024 and 2023, respectively. The Company acts as a servicer (collects customer cash on behalf of the financial institution) for one of its trade receivables factoring arrangements. The servicing fee associated with this trade receivables factoring arrangement was not material to the Company for the three months ended December 31, 2024 and 2023, respectively. Amounts collected on behalf of the financial institution under this trade receivables factoring arrangement and owed to the financial institution were $ and $ at December 31, 2024 and September 30, 2024, respectively. The loss on the sale of trade receivables under the Amended Agreement and other trade receivables factoring arrangements was not material to the Company for the three months ended December 31, 2024 and 2023. As of December 31, 2024 and September 30, 2024, trade receivables in the amount of $ and $, respectively were sold to the financial institution and are not reflected in trade receivables in the Consolidated Balance Sheets.

$ Non-cash additions to DPP receivables Cash collections on DPP receivables() Ending DPP receivables balance$ $

and $ 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 December 31, 2024 and September 30, 2024.

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$Other current liabilitiesOperating lease liabilitiesTotal operating lease liabilities$$Weighted-average remaining lease term (in years)Weighted-average discount rate % %

2026 2027 2028 2029 Thereafter Total lease payments Less: imputed interest()Total present value of lease payments$

$ Operating lease right-of-use assets, net obtained in exchange for new operating lease liabilities Operating leases acquired in business combinations

years, representing the period over which the Company expects to receive future economic benefits from these assets. The Company assesses the carrying value of indefinite-lived trade names annually, or more often if events or changes in circumstances indicate there may be an impairment.

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$()$ $()Technology, including patents () ()Software () ()Trade names () () )

During the three months ended December 31, 2024 and 2023, the Company did not observe any triggering events or substantive changes in circumstances requiring the need for an interim impairment assessment.

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revolving credit facility (excluding outstanding letters of credit)$ $

$ term loan

€ term loan

$ senior unsecured notes (1)

$ senior unsecured notes (2)

$ senior unsecured notes (3)

Other Total debt Less: current portion Total long-term debt$ $

(1)Includes unamortized debt issuance costs of $ and $ at December 31, 2024 and September 30, 2024, respectively.

(2)Includes unamortized debt issuance costs of $ and $ at December 31, 2024 and September 30, 2024, respectively.

(3)Includes unamortized debt issuance costs of $ and $ at December 31, 2024 and September 30, 2024, respectively.

As of December 31, 2024, the Company had $ in outstanding letters of credit issued and $ of borrowing capacity under the revolving credit facility (the “Facility”), of which $ was immediately available based on the Company’s most restrictive covenant. The weighted-average interest rate on borrowings under the Facility was % and % for the three months ended December 31, 2024 and 2023, respectively. The weighted average facility fee on the Facility was % and % for the three months ended December 31, 2024 and 2023, respectively. The weighted-average interest rate on the $ term loan was % and % for the three months ended December 31, 2024 and 2023, respectively. The weighted-average interest rate on the € term loan was % and % for the three months ended December 31, 2024 and 2023, respectively.

Remaining unamortized deferred financing costs related to the Facility, $ term loan and € term loan were $ in aggregate, as of December 31, 2024, and are being amortized to interest expense over the remaining term of these agreements.

In the normal course of business, the Company provides, primarily 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 December 31, 2024 and September 30, 2024, the Company had credit arrangements totaling $ and $, respectively, under which $ and $, respectively, were used for guarantees. These arrangements include the Company’s Syndicated L/G Facility Agreement (“L/G Facility”) and other ancillary credit facilities. Remaining unamortized deferred financing costs related to the L/G Facility were $ as of December 31, 2024, and are being amortized to interest expense over the remaining term of the agreement.

As of December 31, 2024, 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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$ $ $ Interest costs Expected return on plan assets ()()()Amortization of net loss (gain) ()()Settlement (gain) charge() Net periodic pension (benefit) cost$()$ $ $

11.

)$()$()$() Other comprehensive loss before reclassifications: Before tax amount () ()$()$()Tax benefit () After tax amount () ()()()

Amounts reclassified from accumulated other comprehensive loss (2)

Net current period other comprehensive income (loss) () ()$()$()Balance at December 31, 2024$()$()$ $()

(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.

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)$()$()$() Other comprehensive income before reclassifications: Before tax amount() $ $ Tax benefit () After tax amount()

Amounts reclassified from accumulated other comprehensive loss (2)

Net current period other comprehensive income $ $ Balance at December 31, 2023$()$()$()$()

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

(2)Amounts are net of tax.

$ $ $ Operating expenses Total before tax$ $ $ $ Tax expense()Total reclassifications for the period, net of tax$

(1)These accumulated other comprehensive loss components are included in the computation of net periodic pension (benefit) cost (see Note 8).

Three Months Ended December 31, 2023

Amortization of Pension and
Postretirement (1)

(Gain) Loss on

Net Loss
Recognized

Prior Service Costs
Recognized

Derivative
Instruments

Total

Affected Line in the Consolidated Statement of Operations:

Net revenue

()

Cost of goods sold

Operating expenses

Total before tax

Tax expense

()

Total reclassifications for the period, net of tax

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 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.

Performance-based stock awards (maximum that can be earned)

The Company’s time-based stock awards and performance-based stock awards granted during the three months ended December 31, 2024, had weighted-average grant date fair values of $ and $, respectively. Included in the performance-based stock awards granted during the three months ended December 31, 2024 are 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.

13.

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 such claims.

The recorded amounts 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.

At December 31, 2024 and September 30, 2024, the Company had $, included in other current liabilities on the Consolidated Balance Sheets, related to a discrete commercial dispute stemming from a contract entered into with a Molding Technology Solutions’ customer prior to the Company’s acquisition of the Molding Technology Solutions reportable operating segment.

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14.

$ $ $ DPP receivables Restricted cash Restricted cash for benefit plan contributions Investments in rabbi trust Derivative instruments Liabilities:Revolving credit facility

$ term loan

€ term loan

$ senior unsecured notes

Derivative instruments Contingent consideration

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$ $ $ DPP receivables Restricted cash Restricted cash for benefit plan contributions Investments in rabbi trust Derivative instruments Liabilities: Revolving credit facility

$ term loan

€ term loan

$ senior unsecured notes

) $

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

$ Molding Technology Solutions Corporate ) ) 8.3 29.8 16.7

8.8

1.0 2.1 0.3 8.9 $19.2 97.8 0.6 97.1 $114.1

(1)The pension settlement (gain) charge during the three months ended December 31, 2024, was due to one-time premium refunds received related to the termination of the Company’s U.S. pension plan. The pension settlement (gain) charge

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during the three months ended December 31, 2023, was due to lump-sum payments made from the Company’s U.S. pension plan to former employees who elected to receive such payments.

(2)Business acquisition, divestiture, and integration costs during the three months ended December 31, 2024 and 2023, primarily included costs associated with the integration of recent acquisitions.

(3)Restructuring and restructuring-related charges primarily included severance costs during the three months ended December 31, 2024 and 2023.

Three Months Ended December 31, 2024 Compared to Three Months Ended December 31, 2023

Consolidated net income decreased $10.3 (54%) for the three months ended December 31, 2024, compared to the same period in fiscal 2024. The decrease was primarily driven by lower volume, cost inflation, and an increase in business acquisition, divestiture, and integration costs, partially offset by favorable pricing and productivity improvements, and a pension settlement charge in fiscal 2024 that did not repeat.

Consolidated adjusted EBITDA from continuing operations decreased $17.0 (15%) for the three months ended December 31, 2024, compared to the same period in fiscal 2024. The decrease was primarily driven by lower volume and cost inflation, partially offset by favorable pricing and productivity improvements. Foreign currency impact decreased adjusted EBITDA by $0.5.

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 three months of 2025 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 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 December 31, 2024, we had $653.3 of borrowing capacity under the Facility, of which $424.3 was immediately available based on our most restrictive covenant. The available borrowing capacity reflects a reduction of $17.7 for outstanding letters of credit issued under the Facility. The Company may request an increase of up to $600.0 in the total borrowing capacity under the Facility, subject to approval of the lenders.

In the normal course of business, operating companies within our reportable operating 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 December 31, 2024, we had guarantee arrangements totaling $561.3, under which $331.7 was used for guarantees. These arrangements include the Amended 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 Amended L/G Facility Agreement by an additional €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 December 31, 2024, we had a transition tax liability of $6.2 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 $175.2 at December 31, 2024. We continue to actively evaluate our global capital deployment and cash needs.

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12-month Outlook

The Company is required to pay a transition tax on unremitted earnings of its foreign subsidiaries, resulting in an estimated liability of $6.2 recorded as of December 31, 2024. The transition tax liability is expected to be paid over the next two 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. The repurchase program has no expiration date but may be terminated by the Board of Directors at any time. We had approximately $125.0 remaining for share repurchases under the existing authorization at December 31, 2024.

Our anticipated contribution to our defined benefit pension plans in fiscal 2025 is $11.8, of which $1.7 was made during the three months ended December 31, 2024. 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 based on our outstanding common stock at December 31, 2024. We increased our quarterly dividend in 2025 to $0.2250 per common share from $0.2225 per common share paid in 2024.

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


	Three Months Ended December 31,
	2024		2023
Cash flows (used in) provided by:
Operating activities from continuing operations	$	(11.3)	$	(24.0)
Investing activities from continuing operations	9.5		(15.1)
Financing activities from continuing operations	26.8		(17.1)

Effect of exchange rates on cash and cash equivalents	(14.4)		5.6
Net cash flows	$	10.6	$	(50.6)

Operating Activities

Operating activities from continuing operations used $11.3 of cash during the three months ended December 31, 2024, and used $24.0 of cash during the three months ended December 31, 2023, a $12.7 increase. The increase in operating cash flow used in continuing operations was primarily due to favorable timing of working capital requirements.

Working capital requirements for 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 $24.6 increase in net cash flows from investing activities from continuing operations during the three months ended December 31, 2024, was primarily due to the increase in collection of deferred purchase price receivables as well as proceeds from a cross currency swap settlement.

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Financing Activities

Cash used in financing activities from continuing operations was largely impacted by net borrowing activity. Our general practice is to use available cash to pay down debt unless it is needed for an acquisition. The $43.9 increase in net cash flows from financing activities from continuing operations during the three months ended December 31, 2024, was primarily due to the net borrowings on the Facility of $51.4.

We returned $15.8 to shareholders during the three months ended December 31, 2024 in the form of quarterly dividends. We increased our quarterly dividend in fiscal 2024 to $0.2250 per common share from $0.2225 per common share paid during fiscal 2023.

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.


	December 31, 2024		September 30, 2024
Combined Balance Sheets Information:
Current assets (1)	$	1,912.0	$	2,077.4
Non-current assets	6,435.0		6,453.1
Current liabilities	810.6		753.3
Non-current liabilities	1,620.0		1,591.6

			Three Months Ended December 31, 2024
Combined Statements of Operations Information:
Net revenue (2)			$	167.8
Gross profit			49.0
Consolidated net income from continuing operations attributable to Obligors			30.0
Total loss from discontinued operations (net of income tax expense) attributable to Obligors			—
Net income attributable to Obligors			30.0

(1) Current assets include intercompany receivables from non-guarantors of $1,266.1 as of December 31, 2024 and $1,487.7 as of September 30, 2024.

(2) Net revenue includes intercompany sales with non-guarantors of $2.8 for the three months ended December 31, 2024.

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 2024 Form 10-K for the year ended September 30, 2024, filed with the SEC on November 19, 2024. There have been no material changes in this information since the filing of our 2024 Form 10-K.

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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 have been no changes in internal control over financial reporting identified in the evaluation for the quarter ended December 31, 2024, 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.

PART II — OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

Information pertaining to legal proceedings can be found in Note 13 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, 2024, filed with the SEC on November 19, 2024.

Item 5. OTHER INFORMATION

During the three months ended December 31, 2024, no director or officer of the Company or a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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:

•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.

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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.


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		Amended and Restated Code of By-Laws of Hillenbrand, Inc., effective as of April 26, 2024 (Incorporated by reference to Exhibit 3.2 to Current Report on Form 10-Q filed April 30, 2024)
Exhibit 22		List of Guarantor Subsidiaries of Hillenbrand, Inc. (Incorporated by reference to Exhibit 22 to Annual Report on Form 10-K filed November 19, 2024)
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 December 31, 2024, 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: February 5, 2025	By:	/s/ Robert M. VanHimbergen
		Robert M. VanHimbergen
		Senior Vice President and Chief Financial Officer

Date: February 5, 2025		/s/ Megan A. Walke
		Megan A. Walke
		Vice President, Corporate Controller and Chief Accounting Officer

Hillenbrand, Inc. - Quarter Report: 2024 December (Form 10-Q)

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