8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  February 21, 2012

HILLENBRAND, INC.

(Exact Name of Registrant as Specified in Charter)

Indiana	1-33794	26-1342272
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Batesville Boulevard Batesville, Indiana	47006
(Address of Principal Executive Office)	(Zip Code)

Registrant’s telephone number, including area code: (812) 934-7500

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 21, 2012, the Compensation Committee of the Board of Directors of Hillenbrand, Inc. (the “Company”) awarded a cash bonus of $400,000 to the Company’s President and Chief Executive Officer, Kenneth A. Camp, in recognition of his leadership as the Company’s President and CEO and his agreement to continue in that position beyond his normal retirement age.

Item 7.01      Regulation FD Disclosure.

A copy of presentation slides to be used by the Company in a shareholder meeting presentation on February 22, 2012 is attached as Exhibit 99.1 to this Current Report on Form 8-K.  These presentation slides are also available on the Company’s website under “Investor Relations” at www.hillenbrandinc.com.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Non-GAAP Financial Measures

While the Company reports financial results in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), the attached presentation slides include non-GAAP measures. These non-GAAP measures are not in accordance with, nor are they a substitute for, GAAP measures. The Company uses the non-GAAP measures to evaluate and manage its operations and provides the information to investors so they can see the results “through the eyes” of management. The Company further believes that providing this information better enables investors to understand the ongoing operating performance of the Company. Non-GAAP measures should be considered in addition to, not as a substitute for, or as superior to, measures of financial performance prepared in accordance with GAAP.

Item 9.01      Financial Statements and Exhibits.

(d)      Exhibits

Exhibit
Number	Description
99.1	Presentation Slides

Disclosure Regarding Forward-Looking Statements

Throughout Exhibit 99.1 to this report, we make a number of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. As the words imply, forward-looking statements are statements about the future, as contrasted with historical information. Our forward-looking statements are based on assumptions and current expectations of future events that we believe are reasonable, but by their very nature they 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 the Company’s expectations and projections.

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Words that could indicate we are making forward-looking statements include the following:

intend	believe	plan	expect	may	goal	would
become	pursue	estimate	will	forecast	continue	could
targeted	encourage	promise	improve	progress	potential	should

This is not an exhaustive list.  Our intent is to provide examples of how readers might 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, and our actual results could differ materially from those set forth in any forward-looking statements. Any number of factors — many of which are beyond our control — could cause our performance to differ significantly from what is described in the forward-looking statements. These factors include, but are not limited to: the outcome of any legal proceedings that may be instituted against Hillenbrand, Rotex or others following the Rotex acquisition; risks that the Rotex acquisition disrupts current operations or poses potential difficulties in employee retention or otherwise affects financial or operating results; the ability to recognize the benefits of the acquisition, including potential synergies and cost savings or the failure of the acquired company to achieve its plans and objectives generally; global market and economic conditions, including those related to the credit markets; volatility of our investment portfolio; adverse foreign currency fluctuations; ongoing involvement in claims, lawsuits and governmental proceedings related to operations; labor disruptions; the dependence of our business units on relationships with several large national providers; increased costs or unavailability of raw materials; continued fluctuations in mortality rates and increased cremations; competition from nontraditional sources in the funeral services business; our ongoing antitrust litigation; cyclical demand for industrial capital goods; and certain tax-related matters. 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 under the heading “Risk Factors” in item 1A of Hillenbrand’s Annual Report on Form 10-K for the year ended September 30, 2011, filed with the Securities and Exchange Commission (SEC) November 28, 2011. The Company assumes no obligation to update or revise any forward-looking information.

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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 hereunto duly authorized.

	HILLENBRAND, INC.
DATE: February 22, 2012	BY:	/S/ Cynthia L. Lucchese
		Cynthia L. Lucchese
		Senior Vice President and
		Chief Financial Officer
DATE: February 22, 2012	BY:	/S/ John R. Zerkle
		John R. Zerkle
		Senior Vice President,
		General Counsel and Secretary

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EX-99.1

Exhibit 99.1

Annual Shareholder Meeting February 22, 2012

2 Growth strategy focuses on creating shareholder value Leverage our strengths and core competencies to diversify and grow profitably Leverage our strong financial foundation and core capabilities to create a global diversified manufacturing enterprise Goals for Creating Shareholder Value Grow organically and through acquisitions Seek additional growth platforms that support our acquisition strategy Maintain strong balance sheet and superior cash generation Foundational Strengths Stable Cash Flow and Earnings • Culture of Execution • Experienced Management Team Strategy Management Focus on long-term objectives that generate the greatest competitive advantage Lean Business Eliminate waste, improve quality and increase operational effectiveness at all levels of the business Intentional Talent Development Recruit and retain top talent by providing key employees with development opportunities that stretch their abilities Strategy Criteria for future acquisition candidates include: Attractive margins, strong cash generation and multiple pathways for growth Strong brand in its defined space Talented, proven management with close customer relationships Robust sales and marketing capabilities Strong cultural fit with Hillenbrand Ability to benefit from our core competencies and share its own competitive strengths

3 Hillenbrand has grown significantly since 2008, and now operates on two separate platforms 2008 2010 2011 Hillenbrand, Inc. Hillenbrand begins operation as a public company on the Batesville foundational platform – April 1, 2008 K-Tron Hillenbrand acquires K-Tron International, Inc. (now part of the Process Equipment Group) – April 1, 2010 Rotex Hillenbrand acquires Rotex (also part of the Process Equipment Group) – August 31, 2011 $0 $400 $800 $1,200 FY 08 FY09 FY10 FY11 FY12 GUIDANCE MIDPOINT Revenue Since Inception Batesville Process Equipment Group 10.4% compounded annual growth rate

4 Hillenbrand’s growth strategy has provided diversification both in location and products Hillenbrand Revenue Mix by Geography Hillenbrand Revenue Mix by Platform Domestic Asia-Pacific EMEA Other Americas 0% 20% 40% 60% 80% 100% FY 08 FY 09 FY 10 FY 11 FY 12 ESTIMATE Hillenbrand Revenue by Platform Funeral services products Process Equipment 0% 20% 40% 60% 80% 100% FY 08 FY 09 FY 10 FY 11 FY 12 ESTIMATE Hillenbrand Revenue by Geography Domestic International

5 Our strategy is designed to continue growth both organically and through acquisitions Funeral Products Third Platform 2008 2011 2016 Vision Funeral Products Funeral Products $678.1 Net Revenue 9.2% CAGR $883.4 Net Revenue Double-digit growth targets Tuck-ins and adjacent PEG acquisitions process equipment

6 The Process Equipment Group Strong growth potential both in industries and geographies History of 10% organic revenue growth Significant opportunities to expand into global growth markets Robust backlog levels Development of lean business skills to reduce costs, improve customer satisfaction and shorten lead times History of long-term customer relationships in key industries: plastics, minerals, food, etc. 80 70 60 50 40 30 20 10 0 PEG Backlog - 20 40 60 80 100 120 Q3 FY 10 Q4 FY 10 Q1 FY 11 Q2 FY 11 Q3 FY 11 Q4 FY 11 Peg Backlog $ in millions Backlog K - Tron/SRG Backlog Rotex 33.5% Com  pounded Annual Growth Rate (Exluding Rotex)

Revenue Mix by Geography Revenue Mix by Industry 7 The Process Equipment Group Highly diversified by industry and geography

8 The Process Equipment Group Manufacturing world-class industrial processing equipment Leader in feeders, pneumatic conveying and systems solutions Crushers and biomass handling equipment Industrial screening and separating equipment Size Reduction Group

9 Rotex Acquisition Sept. 1 Has an attractive business profile in a wide variety of industries and geographies Attractive markets, product categories and geographies Highly profitable, with strong organic growth and relatively low capital requirements Substantial recurring revenue stream from replacement parts business A diverse customer base both by geography and industry Revenue by Geography Revenue by Product Category Revenue by End Market Note: Revenue breakdown charts based on calendar 2010 financials

10 Rotex Acquisition Sept. 1 A global company, Rotex has plans to extend its reach into new geographies Targeted Growth Areas ROTEX HQ Cincinnati, OH Runcorn, England Wavre, Belgium Independent Sales Reps Sales Offices Strategic Manufacturing Partners Licensee

11 Batesville The largest segment of the funeral products industry Caskets Funeral Products ($2.6 Billion Industry) Caskets (Total Revenue $1.3 Billion) Batesville (Total 2011 Revenue: $638 Million) Other (100+) Batesville Importers Aurora Matthews Other, including Options, Batesville Interactive, Vaults and Northstar Caskets Market Leader Grave Markers Not in Market Cremation Market Leader Vaults New Entrant to Market

12 Batesville market conditions Batesville continues to post steady results in an evolving industry Industry Dynamics Attractive Financials Deaths have been declining as healthcare improvements extend life expectancy Cremations are increasing at an upward trend of approximately 120-140 basis points per year As a result, demand for burial caskets has been declining slowly Competition has become more aggressive, especially on price Historically high return on invested capital (approximately 60%) Gross margins exceeding 40%; operating margins exceeding 25% We accomplish this by: Providing a broad portfolio of premium products Leveraging our high-velocity distribution system Focusing on lean business practices to improve the cost structure Operating Profit and Margins Estimated Deaths (Millions)

Financial Overview 13

14 Hillenbrand 2011 results Net revenue up 18%; Adj. EBITDA up 9%; EPS up 2%; The Process Equipment Group grew year-over-year organic revenue by 25% (18% net of fx) Completion of Rotex acquisition added one month of sales to already strong PEG results Acquisition-related costs affected EBITDA, EPS and cash flow Collection of the Forethought Note was a primary driver in year-over-year increase in cash flow from operations FY11 results exceeded guidance at both revenue and bottom-line performance FISCAL YEAR ENDED SEPTEMBER 30 $ IN MILLIONS (except EPS) 2011 2010 2011 Guidance Net Revenue % Y/Y Growth $883.4 17.9% $749.2 15.4% $855 - $875 EBITDA (Adjusted) % of Revenue $208.4 23.6% $191.2 25.5% EPS (GAAP) $1.71 $1.49 $1.69-$1.75 EPS (Adjusted) $1.84 $1.80 $1.72 - $1.78 Cash Flows from Operations $189.5 $118.2 See the 10-K for reconciliation between GAAP and adjusted balances for the years ended October 31, 2011 and 2010, respectively.

FIRST QUARTER ENDED DECEMBER 31 $ IN MILLIONS (except EPS) Q1 2012 Q1 2011 Net Revenue % Y/Y Growth $232 10% $211 30% EBITDA (Adjusted) % of Revenue $48 21% $51 24% EPS (GAAP) $.50 $.44 EPS (Adjusted) $0.40 $0.44 Cash Flows from Operations $27 $28 15 Hillenbrand Q1 2012 Net revenue up 10%; Process Equipment Group up 68% (37% of total revenue) Top- and bottom-line results were strengthened as a result of our acquisition strategy to diversify holdings The Process Equipment Group grew year-over-year revenue by 68%, delivering 20% organic revenue growth Order backlog for the Process Equipment Group continued to grow sequentially, ending the quarter at $129 million – 8% higher than Q4 2011 Batesville cash generation remained consistent despite soft demand in the quarter that led to a 9% drop in Batesville revenue Hillenbrand realized a $10 million tax benefit as the result of permanently reinvesting certain international earnings overseas See the 10-Q for reconciliation between GAAP and adjusted balances for the quarters ended December 31, 2011 and 2010, respectively.

16 Hillenbrand capital deployment Focus is on creating shareholder value Meaningful dividend Annual dividend in 2011 was $.76 per share, which was equivalent to a 44% payout ratio (41% adjusted) Increased dividend in December to $.77 per share Attractive current dividend yield: 3.25% (2/17/12) Reinvestment for long-term growth Invest to support organic growth Acquire quality businesses with growth potential in the Process Equipment Group space Acquire new platform Working Capital and CapEx Dividends Reinvestment for Long-Term Growth

17 Shareholder value Our responsibility is to be effective stewards of your investment Our Strategy Build a strong, diversified organization that supports growth-oriented operating companies to drive accelerated increases in shareholder value. We’ll provide effective governance and leverage results through these core competencies: Strategy management process Lean business practices Intentional talent development Stock Performance Hillenbrand vs. S&P 500 Index and S&P 600 Sm Cap Index * Includes dividend reinvestment Our stock outperformed the SP 500 and S&P 600 indices during a highly volatile period (2011 – present) We have increased our dividend by 1¢ per share for each year of our existence (4 consecutive years) Our current dividend yield is 3.25% (2/17/2012)

18 Hillenbrand is an attractive investment opportunity Cash Generation Growth Opportunity Strong Dividend The Process Equipment Group provides significant global growth opportunities and diversification Growth is enhanced by leveraging our core competencies Further acquisitions will provide additional profitable growth and diversification Both Batesville and the Process Equipment Group are market leaders and proven cash generators Strong balance sheet and stable cash flow support the Hillenbrand growth strategy Meaningful return of cash to shareholders, including an attractive dividend yield Annual dividend increases since HI inception (2008) History and Culture of Execution Proven, results-oriented management teams with operational, public company and acquisition expertise Strong core competencies in lean business Long track record of increasing revenues and carefully managing expenses

Questions

Annual Shareholder Meeting February 22, 2012