Hillenbrand (HI) 8-K Other Events

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On July 12, 2019, Hillenbrand Inc. ("Hillenbrand") entered into a definitive agreement to acquire Milacron Holdings Corp. ("Milacron") in a cash and stock transaction valued at approximately $2 billion, including debt, net of cash on hand. The transaction, which is expected to close in the first calendar quarter of 2020, is subject to customary closing conditions and regulatory approvals, including the approval of stockholders of Milacron.

Under the terms of the agreement, Milacron stockholders will receive $11.80 in cash and a fixed exchange ratio of 0.1612 shares of Hillenbrand common stock for each share of Milacron common stock they own. Upon closing, Hillenbrand shareholders will own approximately 84% of the combined company, and Milacron stockholders will own approximately 16%.

The following unaudited pro forma condensed combined statements of income of Hillenbrand for the nine months ended June 30, 2019 and the fiscal year ended September 30, 2018 combine the historical consolidated statements of income of Hillenbrand and Milacron, giving effect to the transaction as if it had been completed on October 1, 2017. The following unaudited pro forma condensed combined balance sheet of Hillenbrand as of June 30, 2019, combines the historical consolidated balance sheets of Hillenbrand and Milacron, giving effect to the transaction as if it had been completed on June 30, 2019.

The following unaudited pro forma condensed combined financial statements of Hillenbrand include adjustments for the following:

• certain reclassifications to conform the historical financial statement presentations of Hillenbrand and Milacron;

• application of the acquisition method of accounting under the provisions of the Financial Accounting Standards Board Accounting Standards Codification ("ASC") 805,Business Combinations,to reflect the estimated consideration transferred of approximately $2 billion, including debt, net of cash on hand, in exchange for 100% of all outstanding Milacron common stock;

• the removal of the effects of Milacron's adoption of ASC 842,Leases, as the standard was not adopted in the Hillenbrand financial statements for the periods disclosed;

• the proceeds and uses of the new and amended financing arrangements to be entered into in connection with the transaction; and

• transaction costs specific to this proposed acquisition.

The following unaudited pro forma condensed combined financial statements and related notes are based on, and should be read in conjunction with, the following historical consolidated financial statements and accompanying notes, which are incorporated by reference into this Form 8-K:

• the separate audited consolidated financial statements of Hillenbrand as of and for the fiscal year ended September 30, 2018 and the related notes included in Hillenbrand's Annual Report on Form 10-K for the fiscal year ended September 30, 2018;

• the separate unaudited consolidated financial statements of Hillenbrand as of and for the nine months ended June 30, 2019 and the related notes included in Hillenbrand's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019;

• the separate audited consolidated financial statements of Milacron as of and for the year ended December 31, 2018 and the related notes included in Milacron's Current Report on Form 8-K filed with the SEC on September 6, 2019; and

• the separate unaudited consolidated financial statements of Milacron as of and for the six months ended June 30, 2019 and the related notes included Milacron's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019.

The historical consolidated financial information in the unaudited pro forma condensed combined financial statements has been adjusted to give effect to events that are (i) factually supportable, (ii) directly attributed to the transaction, and (iii) with respect to the unaudited pro forma condensed combined statements of income, expected to have a continuing impact on the combined results of Hillenbrand and Milacron. Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed combined financial statements.

The unaudited pro forma condensed combined financial statements have been prepared for illustrative and informational purposes only, and are preliminary and not necessarily indicative of what Hillenbrand's financial position or results of operations actually would have been had the transaction been completed as of the dates indicated. In addition, the unaudited pro forma condensed combined financial statements do not purport to project the financial position or operating results of Hillenbrand after the transaction. The unaudited pro forma condensed combined financial statements contain estimated adjustments, which are based on information available to management; accordingly, such adjustments are subject to change and the impact of such changes may be material. The consummation of the transaction remains subject to the satisfaction of customary closing conditions, including the receipt of regulatory approvals and approval by Milacron’s stockholders, and there can be no assurance that the transaction will occur on or before a certain time, on the terms described herein, or at all.

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Hillenbrand, Inc.

Unaudited Pro Forma Condensed Combined Balance Sheet

	As of June 30, 2019
	Historical
(in millions)	Hillenbrand		Milacron as Reclassified (Note 2)		Pro Forma Adjustments			(Note 6)	Pro Forma Combined
ASSETS
Current Assets
Cash and cash equivalents	$	64.4	$	152.2	$	—		(A)	$	216.6
Trade receivables, net		198.8		151.5		—				350.3
Receivables from long-term manufacturing contracts		158.6		—		—				158.6
Inventories		186.7		249.0		—				435.7
Prepaid expenses		29.0		18.7		—				47.7
Other current assets		20.7		22.4		(1.8	)	(B)		41.3
Current assets held for sale		—		70.4		—				70.4
Total current assets		658.2		664.2		(1.8	)			1,320.6
Property, plant, and equipment, net		136.6		206.9		—				343.5
Operating lease right-of-use assets		—		33.3		(33.3	)	(C)		—
Intangible assets, net		471.1		285.9		339.1		(D)		1,096.1
Goodwill		586.8		515.6		343.0		(E)		1,445.4
Other assets		37.9		24.7		—				62.6
Total Assets	$	1,890.6	$	1,730.6	$	647.0			$	4,268.2
LIABILITIES
Current Liabilities
Trade accounts payable	$	224.5	$	101.3	$	—			$	325.8
Liabilities from long-term manufacturing contracts and advances		109.2		31.6		—				140.8
Current portion of long-term debt		—		1.5		—				1.5
Accrued compensation		68.9		22.7		—				91.6
Other current liabilities		123.7		71.6		(9.6	)	(A), (B), (C)		185.7
Current liabilities held for sale		—		17.0		—				17.0
Total current liabilities		526.3		245.7		(9.6	)			762.4
Long-term debt		323.2		825.0		904.4		(F)		2,052.6
Accrued pension and postretirement healthcare		114.2		27.4		—				141.6
Deferred income taxes		70.8		57.2		66.4		(G)		194.4
Operating lease liabilities		—		25.7		(25.7	)	(C)		—
Other long-term liabilities		60.3		17.8		(21.2	)	(B), (F)		56.9
Total Liabilities		1,094.8		1,198.8		914.3				3,207.9
EQUITY
Shareholders’ equity		781.2		531.8		(267.3	)	(H)		1,045.7
Noncontrolling interests		14.6		—		—				14.6
Total Equity		795.8		531.8		(267.3	)			1,060.3
Total Liabilities and Equity	$	1,890.6	$	1,730.6	$	647.0			$	4,268.2

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements

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Hillenbrand, Inc.

Unaudited Pro Forma Condensed Combined Statement of Income

	For the Nine Months June 30, 2019
	Historical
(in millions)	Hillenbrand		Milacron as Reclassified (Note 2)			Pro Forma Adjustments			(Note 7)	Pro Forma Combined
Net revenue	$	1,321.5	$	809.6		$	—			$	2,131.1
Cost of goods sold		865.2		558.3			—				1,423.5
Gross profit		456.3		251.3			—				707.6
Operating expenses		275.2		162.0			(7.9	)	(A)		429.3
Amortization expense		25.0		17.0			4.4		(B)		46.4
Interest expense		16.1		30.0			25.1		(C)		71.2
Other income (expense), net		0.1		(3.9	)		—				(3.8	)
Income before income taxes		140.1		38.4			(21.6	)			156.9
Income tax expense		39.9		13.8			(5.8	)	(D)		47.9
Consolidated net income		100.2		24.6			(15.8	)			109.0
Less: Net income attributable to noncontrolling interests		3.5		—			—				3.5
Net income(1)	$	96.7	$	24.6		$	(15.8	)		$	105.5
Net income(1)  — per share of common stock:
Basic earnings per share	$	1.54								$	1.42
Diluted earnings per share	$	1.52								$	1.41
Weighted average shares outstanding (basic)		62.9							(E)		74.3
Weighted average shares outstanding (diluted)		63.4							(E)		74.8

⁽¹⁾ Net income attributable to Hillenbrand

Hillenbrand, Inc.

Unaudited Pro Forma Condensed Combined Income Statement

	For the Year Ended September 30, 2018
	Historical
(in millions)	Hillenbrand			Milacron as Reclassified (Note 2)			Pro Forma Adjustments			(Note 7)	Pro Forma Combined
Net revenue	$	1,770.1		$	1,164.7		$	—			$	2,934.8
Cost of goods sold		1,127.2			796.9			—				1,924.1
Gross profit		642.9			367.8			—				1,010.7
Operating expenses		378.9			229.7			—				608.6
Amortization expense		30.2			24.7			18.8		(B)		73.7
Impairment charge		63.4			—			—				63.4
Interest expense		23.3			44.1			29.4		(C)		96.8
Other (expense) income, net		(0.6	)		(4.2	)		—				(4.8	)
Income before income taxes		146.5			65.1			(48.2	)			163.4
Income tax expense		65.3			18.5			(13.0	)	(D)		70.8
Consolidated net income		81.2			46.6			(35.2	)			92.6
Less: Net income attributable to noncontrolling interests		4.6			—			—				4.6
Net income(1)	$	76.6		$	46.6		$	(35.2	)		$	88.0
Net income(1)  — per share of common stock:
Basic earnings per share	$	1.21									$	1.18
Diluted earnings per share	$	1.20									$	1.17
Weighted average shares outstanding (basic)		63.1								(E)		74.5
Weighted average shares outstanding (diluted)		63.8								(E)		75.2

⁽¹⁾Net income attributable to Hillenbrand

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(in millions, except per share data)

1. Basis of Presentation

The accompanying unaudited pro forma condensed combined financial statements and these notes were prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined statements of income for the nine months ended June 30, 2019 and the year ended September 30, 2018 combine the historical consolidated statements of income of Hillenbrand and Milacron, giving effect to the transaction as if it had been completed on October 1, 2017. The accompanying unaudited pro forma condensed combined balance sheet as of June 30, 2019 combines historical consolidated balance sheets of Hillenbrand and Milacron, giving effect to the transaction as if it had been completed on June 30, 2019.

As Milacron's fiscal year of December 31 is within 93 days of Hillenbrand's September 30 fiscal year, Hillenbrand's pro forma condensed combined statement of income for the fiscal year ended September 30, 2018 includes Milacron's operating results for its respective fiscal year ended December 31, 2018 as permitted by Rule 11-02 of Regulation S-X. The unaudited condensed combined income statement for the nine months ended June 30, 2019 combines the historical results of Hillenbrand for the nine months ended June 30, 2019 and the historical results of Milacron for the nine months ended June 30, 2019, derived by combining Milacron’s six month unaudited consolidated statement of income for the six months ended June 30, 2019 and Milacron's unaudited consolidated statement of income for the three months ended December 31, 2018.

Hillenbrand's and Milacron's historical financial statements were prepared in accordance with U.S. GAAP and presented in U.S. dollars. As discussed in Note 2, certain reclassifications were made to align Hillenbrand's and Milacron's financial statement presentation. Hillenbrand has not identified all adjustments necessary to conform Milacron's accounting policies to Hillenbrand's accounting policies. As more information becomes available, Hillenbrand will perform a more detailed review of Milacron's accounting policies. As a result of that review, differences could be identified between the accounting policies of the two companies that, when conformed, could have a material impact on the combined company's financial information. Further, there were no material intercompany transactions or balances between Hillenbrand and Milacron as of and for the nine months ended June 30, 2019 and for the fiscal year ended September 30, 2018.

The accompanying unaudited pro forma condensed combined financial statements and these notes were prepared using the acquisition method of accounting under the provisions of ASC 805, with Hillenbrand considered the acquirer of Milacron. ASC 805 requires, amongst other things, that the assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. For purposes of the unaudited pro forma condensed combined balance sheet, the purchase consideration has been allocated to the assets acquired and liabilities assumed of Milacron based upon management's preliminary estimate of their fair values as of June 30, 2019. Hillenbrand has not completed the valuation analysis and calculations in sufficient detail necessary to arrive at the required estimates of the fair market value of the Milacron assets to be acquired or liabilities assumed, other than a preliminary estimate for intangible assets. Accordingly, assets acquired and liabilities assumed are presented at their respective carrying amounts and should be treated as preliminary values. Any differences between the fair value of the consideration transferred and the fair value of the assets acquired and liabilities assumed will be recorded as goodwill.

2. Reclassification Adjustments

Certain reclassification adjustments have been made to the historical presentation of Milacron financial information in order to conform to a combined Hillenbrand balance sheet and income statements. In order to prepare the unaudited pro forma condensed combined financial statements, Hillenbrand performed a preliminary review of Milacron’s accounting policies. After the transaction is completed, the combined company will conduct an additional review of Milacron’s accounting policies to determine if differences in accounting policies require further adjustment or reclassification of Milacron’s results of operations, assets or liabilities to conform to Hillenbrand’s accounting policies and classifications. As a result of that review, the combined company may identify additional differences between the accounting policies of the two companies that, when conformed, could have a material impact on the unaudited pro forma condensed combined financial statements.

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Milacron Holdings Corp.

Unaudited Reclassified Condensed Balance Sheet

Milacron Historical	Hillenbrand Historical	As of June 30, 2019
Consolidated Balance Sheet Line Items	Consolidated Balance Sheet Line Items	Milacron Historical		Reclassification Adjustments			Notes	Milacron Reclassified
Cash and cash equivalents	Cash and cash equivalents	$	152.2		—			$	152.2
Accounts receivable, net	Trade receivables, net		151.5		—				151.5
Total inventories, net	Inventories		249.0		—				249.0
	Prepaid expenses		—		18.7		(A)		18.7
Prepaid and other current assets	Other current assets		41.1		(18.7	)	(A)		22.4
Current assets held for sale			70.4		—		(B)		70.4
Total current assets	Total current assets		664.2		—				664.2
Property and equipment, net	Property, plant, and equipment, net		206.9		—				206.9
Operating lease right-of-use assets			33.3		—		(B)		33.3
Goodwill	Goodwill		515.6		—				515.6
Intangible assets, net	Intangible assets, net		285.9		—				285.9
Other noncurrent assets	Other assets		24.7		—				24.7
Total assets	Total assets	$	1,730.6		—			$	1,730.6
Short-term borrowings	Current portion of long-term debt	$	1.5		—			$	1.5
Accounts payable	Trade accounts payable		101.3		—				101.3
Advanced billings and deposits	Liabilities from long-term manufacturing contracts and advances		31.6		—				31.6
Accrued salaries, wages and other compensation	Accrued compensation		22.7		—				22.7
Other current liabilities	Other current liabilities		71.6		—				71.6
Current liabilities held for sale			17.0		—		(B)		17.0
Total current liabilities	Total current liabilities		245.7		—				245.7
Long-term debt	Long-term debt		825.0		—				825.0
Deferred income tax liabilities	Deferred income taxes		57.2		—				57.2
Accrued pension liabilities	Accrued pension and postretirement healthcare		27.4		—				27.4
Operating lease liabilities			25.7		—		(B)		25.7
Other noncurrent accrued liabilities	Other long-term liabilities		17.8		—				17.8
Total liabilities	Total liabilities		1,198.8	$	—				1,198.8
Shareholders' equity	Shareholders' equity		531.8		—				531.8
Total shareholders’ equity	Total shareholders’ equity		531.8		—				531.8
Total liabilities and shareholders' equity	Total liabilities and shareholders' equity	$	1,730.6	$	—			$	1,730.6

(A) Represents a reclassification of prepaid expenses to conform with Hillenbrand's presentation.

(B) Represents additional captions that are applicable to Milacron's historical consolidated balance sheet but not Hillenbrand's historical consolidated balance sheet. For Operating lease right-of-use assets and Operating lease liabilities, see Note 6(C) for more information.

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Milacron Holdings Corp.

Unaudited Reclassified Condensed Income Statement

Milacron Historical	Hillenbrand Historical	For the Nine Months Ended June 30, 2019
Consolidated Income Statement Line Items	Consolidated Income Statement Line Items	Milacron Historical		Reclassification Adjustments			Notes	Milacron Reclassified
Net sales	Net revenue	$	809.6		—			$	809.6
Cost of sales	Cost of goods sold		553.3		5.0		(A)		558.3
Manufacturing margins	Gross profit		256.3		(5.0	)			251.3
Operating expenses:
Selling, general and administrative expenses	Operating expenses		162.0		—				162.0
Amortization expense	Amortization expense		17.0		—				17.0
Loss on currency translation			0.6		(0.6	)	(B)		—
Other expense, net			7.6		(7.6	)	(A)		—
Total operating expenses			187.2		(8.2	)			179.0
Operating earnings			69.1		3.2				72.3
Interest expense, net	Interest expense		29.8		0.2		(B)		30.0
Loss on debt extinguishment			0.2		(0.2	)	(B)		—
Other non-operating expenses			0.7		(0.7	)	(B)		—
	Other (expense) income, net		—		(3.9	)	(B)		(3.9	)
Earnings from continuing operations before income taxes	Income before income taxes		38.4		—				38.4
Income tax expense	Income tax expense		13.8		—				13.8
Net earnings from continuing operations	Consolidated net income	$	24.6		—			$	24.6

(A) Represents a reclassification of Milacron's Other expense, net, to conform with Hillenbrand's presentation. A portion of expense recorded by Milacron within Other expense, net, included restructuring charges related to manufacturing facilities and it is Hillenbrand's accounting policy to classify such charges within Cost of goods sold.

(B) Represents a reclassification of Milacron's Loss on currency translation, Loss on debt extinguishment, Other non-operating expenses, and certain amounts within Other expense, net to conform with Hillenbrand's presentation.

Milacron Holdings Corp.

Unaudited Reclassified Condensed Income Statement

Milacron Historical	Hillenbrand Historical	For the Year Ended December 31, 2018
Consolidated Income Statement Line Items	Consolidated Income Statement Line Items	Milacron Historical		Reclassification Adjustments			Notes	Milacron Reclassified
Net sales	Net revenue	$	1,164.7		—			$	1,164.7
Cost of sales	Cost of goods sold		776.0		20.9		(A)		796.9
Manufacturing margins	Gross profit		388.7		(20.9	)			367.8
Operating expenses:
Selling, general and administrative expenses	Operating expenses		229.7		—				229.7
Amortization expense	Amortization expense		24.7		—				24.7
Loss on currency translation			2.7		(2.7	)	(B)		—
Other expense, net			21.5		(21.5	)	(A)		—
Total operating expenses			278.6		(24.2	)			254.4
Operating earnings			110.1		3.3				113.4
Interest expense, net	Interest expense		42.9		1.2		(B)		44.1
Loss on debt extinguishment			1.2		(1.2	)	(B)		—
Other non-operating expenses			0.9		(0.9	)	(B)		—
	Other (expense) income, net		—		(4.2	)	(B)		(4.2	)
Earnings from continuing operations before income taxes	Income before income taxes		65.1		—				65.1
Income tax expense	Income tax expense		18.5		—				18.5
Net earnings from continuing operations	Consolidated net income	$	46.6		—			$	46.6

(A) Represents a reclassification of Milacron's Other expense, net, to conform with Hillenbrand's presentation. A portion of expense recorded by Milacron within Other expense, net, included restructuring charges related to manufacturing facilities and it is Hillenbrand's accounting policy to classify such charges within Cost of goods sold.

(B) Represents a reclassification of Milacron's Loss on currency translation, Loss on debt extinguishment, Other non-operating expenses, and certain amounts within Other expense, net to conform with Hillenbrand's presentation.

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3. Divestitures

In May 2019, Milacron entered into a definitive agreement with OC Spartan Acquisition, Inc. ("OC") to sell substantially all of the assets of its Uniloy blow molding business to OC for a purchase price of $52.0. The Uniloy blow molding business is reflected as held for sale and discontinued operations in the historical financial statements of Milacron. Article 11 of Regulation S-Xrequires that pro forma condensed combined income statement information is presented through continuing operations and accordingly, the historical Milacron discontinued operations have not been presented herein.This transaction was completed on July 1, 2019, prior to Hillenbrand's anticipated acquisition of Milacron. On July 3, 2019, Milacron utilized the proceeds from the sale to make a $52.0 principal repayment on its senior secured term loan facility.

4. Estimated Purchase Price Consideration

The transaction will be accounted for using the acquisition method of accounting in accordance with ASC 805, which requires, among other things, that the assets acquired and liabilities assumed be recognized at their acquisition date fair values, with any excess of the consideration transferred over the estimated fair values of the identifiable net assets acquired recorded as goodwill. In addition, ASC 805 establishes that consideration transferred in a business combination should be measured at fair value.

The following is a preliminary estimate of the aggregate consideration to be paid by Hillenbrand:

	Note			Amount
Cash consideration:	(A)
Dollars per share of Milacron		$	11.80
Shares of Milacron as of August 30, 2019			70.7
Estimated cash consideration to be paid to Milacron shareholders				$	834.3
Share consideration:	(A)
Shares of Milacron as of August 30, 2019			70.7
Exchange ratio			0.1612
Hillenbrand common shares to be issued			11.4
Closing share price of Hillenbrand on September 3, 2019		$	26.79
Value of Hillenbrand shares issued to shareholders of Milacron					305.4
Estimated repayment of Milacron debt, including accrued interest (as of June 30, 2019)	(B)				833.0
Preliminary fair value of estimated purchase price consideration	(C)			$	1,972.7

(A) Under the terms of the merger agreement, upon closing of the transaction, Milacron common shareholders will be entitled to receive 0.1612 shares of Hillenbrand common stock, no par value, plus $11.80 in cash for each outstanding share of Milacron common stock ("Merger Consideration"). For purposes of the unaudited pro forma condensed combined balance sheet, the estimated purchase price consideration is based on the total Milacron stock issued and outstanding as of August 30, 2019 and the closing price per share of Hillenbrand common stock on September 3, 2019 as well as cash consideration of $11.80 per share. A 10% change in the closing price per share of Hillenbrand common stock would increase or decrease the estimated fair value of share consideration transferred by approximately $30.5.

(B) Milacron's existing senior secured term loan facility is expected to be repaid in connection with the transaction. The amount outstanding under Milacron's senior secured term loan facility may change between the date of the Milacron balance sheet as of June 30, 2019 used for purposes of these unaudited pro forma condensed combined financial statements and the closing of the transaction. Accordingly, the amount of Milacron debt actually repaid upon the closing of the transaction may differ significantly from the amount to be repaid as of the date of the unaudited pro forma condensed combined financial statements, which could result in higher or lower expected borrowings under Hillenbrand's existing $900.0 revolving credit facility.

(C) Under the terms of the merger agreement, Milacron's outstanding share-based equity awards (i) in the form of stock options, restricted share awards granted prior to July 12, 2019, restricted stock unit ("RSU") awards granted to a non-employee director of Milacron or prior to July 12, 2019, and performance stock unit ("PSU") awards granted prior to July 12, 2019, in each case, whether vested or unvested, will be cancelled and converted into the right to receive the Merger Consideration upon the closing of the transaction and (ii) in the form of stock appreciation rights, whether vested or unvested, will be canceled and converted into the right to receive a lump sum cash payment based on the value of the Merger Consideration upon the closing of the transaction. In addition, under the terms of the merger agreement, Milacron's outstanding share-based equity awards in the form of restricted share awards granted following July 12, 2019, RSU awards (other than RSU awards held by non-employee directors of Milacron) granted following July 12, 2019, and PSU awards granted following July 12, 2019 will be converted into share-based equity awards of Hillenbrand upon the closing of the transaction.

At this time, Hillenbrand has not completed its analysis and calculations in sufficient detail related to eligible employees and vesting schedules in order to quantify a pro forma adjustment. Any resulting adjustment may result in the recognition of an incremental component of purchase price consideration, which is not currently reflected in the preliminary fair value of estimated purchase price consideration.

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5. Preliminary Purchase Price Allocation

The preliminary estimated purchase price consideration as shown in Note 4 is allocated to the tangible and intangible assets acquired and liabilities assumed of Milacron based on their preliminary estimated fair values. Hillenbrand has not completed the valuation analysis and calculations in sufficient detail necessary to arrive at the required estimates of the fair market value of the Milacron assets to be acquired or liabilities assumed, other than a preliminary estimate for intangible assets. Accordingly, assets acquired and liabilities assumed are presented at their respective carrying amounts and should be treated as preliminary values.

A final determination of the fair value of Milacron’s assets and liabilities, including intangible assets with both indefinite or finite lives, will be based on Milacron’s actual assets and liabilities as of the closing of the transaction. Any changes in the fair values of the net assets or total purchase consideration as compared with the information shown in the unaudited pro forma condensed combined financial statements may change the amount of the total purchase consideration allocated to goodwill and other assets and liabilities and may impact the combined company statements of income. The final purchase consideration allocation may be materially different than the preliminary purchase price consideration allocation presented in the unaudited pro forma condensed combined financial statements.

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The following table sets forth a preliminary allocation of the estimated purchase price consideration to the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed of Milacron using Milacron's unaudited consolidated balance sheet as of June 30, 2019, with the excess recorded to goodwill:

	Notes	Amount
Preliminary fair value of estimated total purchase price consideration		$	1,972.7
Assets acquired:
Cash and cash equivalents			152.2
Trade receivables, net			151.5
Inventories			249.0
Property, plant, and equipment, net			206.9
Identifiable intangible assets	(B)		625.0
Other assets	(A)		136.2
Total assets acquired	(B)		1,520.8
Liabilities assumed:
Trade accounts payable			(101.3	)
Deferred income taxes	(C)		(123.6	)
Other liabilities	(A)		(181.8	)
Total liabilities assumed	(B)		(406.7	)
Less: Net assets			1,114.1
Goodwill		$	858.6

(A) Other assets acquired and Other liabilities assumed exclude the amounts related to Milacron's adoption of ASC 842,Leases.See Note 6(C) for additional information.

(B) Assets acquired and liabilities assumed are based on the respective carrying amounts as of June 30, 2019, excluding goodwill, intangible assets, and deferred income taxes. See Note 6(D) for details on the pro forma adjustment related to intangible assets.

(C) See Note 6(G) for details on the pro forma adjustments to deferred income taxes.

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6. Adjustments to the unaudited pro forma condensed combined balance sheet

Refer to the items below for a reconciliation of the pro forma adjustments reflected in the unaudited pro forma condensed combined balance sheet:

(A) Reflects the sources and uses of funds relating to the transaction as follows:

	Note	Amount
Sources:
Proceeds from the senior unsecured notes	(i)	$	600.0
Proceeds from the term loan	(i)		500.0
Proceeds from revolving credit facility	(i)		634.9
Less: Capitalized deferred financing issuance costs	(ii)		(5.8	)
			1,729.1
Uses:
Payments for the settlement of Hillenbrand's forward interest rate swaps	(iii)		(15.9	)
Cash issued to the shareholders of Milacron	(iv)		(834.3	)
Repayment of Milacron debt (including accrued interest)	(v)		(833.0	)
Payments for the settlement of Milacron's interest rate swaps	(B)		(5.0	)
Payment of transaction costs	(vi)		(40.9	)
			(1,729.1	)
Pro forma net adjustment to cash and cash equivalents		$	—

(i) To fund amounts in connection with the transaction, Hillenbrand expects to incur borrowings under a fully committed five-year, $500.0 syndicated term loan and issue $600.0 of senior unsecured notes. Additionally, Hillenbrand currently estimates that it will incur $634.9 of additional borrowings under its existing $900.0 revolving credit facility. The amount of additional borrowings incurred under the $900.0 revolving credit facility as of the closing of the transaction may differ significantly from the expected borrowings as of the date of these unaudited pro forma condensed combined financial statements.

(ii) Reflects deferred financing costs of $5.8 expected to be incurred in connection with the $500.0 issuance of the term loan and $600.0 issuance of senior unsecured notes. This amount does not reflect bridge facility financing fees as those are included in the payment of transaction costs under note (vi).

(iii) Represents payments of $15.9 for the settlement of Hillenbrand's forward interest rate swaps previously executed to hedge a portion of the interest rate associated with the $600.0 senior unsecured notes.

(iv) Represents the cash portion of the estimated purchase price consideration to be paid to the shareholders of Milacron. See Note 4(A) for additional information.

(v) It is currently expected that Milacron's senior secured term loan facility will be repaid in connection with the transaction. Based upon the principal amount outstanding under Milacron's term loan facility on its balance sheet as of June 30, 2019, a total of $833.0 is expected to be repaid, which is inclusive of accrued interest of $0.5 classified within other current liabilities. Amounts outstanding under this term loan facility may change between the date of the Milacron balance sheet as of June 30, 2019 used for the purposes of these unaudited pro forma condensed combined financial statements and the closing of the transaction. Accordingly, the amount of Milacron debt repaid upon the closing of the transaction may differ significantly from the amount expected to be repaid as of the date of the unaudited pro forma combined financial statements, which could result in higher or lower expected borrowings under Hillenbrand's existing $900.0 revolving credit facility.

(vi) Reflects estimated cash paid for transaction costs to be incurred by Hillenbrand and Milacron subsequent to June 30, 2019, including bridge facility financing fees.

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(B) Reflects an adjustment to remove amounts from other current assets, other current liabilities, and other long-term liabilities for the settlement of Milacron's interest rate swaps resulting from the extinguishment of the associated debt:

	Amount
Pro forma net adjustment to:
Other current assets	$	1.8
Other current liabilities		(1.5	)
Other long-term liabilities		(5.3	)
Settlement of Milacron interest rate swaps, net	$	(5.0	)

(C) As a result of Milacron having a fiscal year ended December 31, ASC 842,Leases, was adopted by Milacron on January 1, 2019 and the resulting lease assets and liabilities are presented on their historical consolidated balance sheet as of June 30, 2019. However, ASC 842 will not be adopted by Hillenbrand until October 1, 2019 due to Hillenbrand having a fiscal year ended September 30. In order to conform to Hillenbrand's presentation resulting from the difference in the adoption date, Milacron's lease assets and liabilities have been removed from the unaudited pro forma condensed combined balance sheet as follows:

	Amount
Pro forma net adjustment to:
Operating lease right-of-use assets	$	33.3
Other current liabilities	$	(7.6	)
Operating lease liabilities	$	(25.7	)

(D) Reflects an adjustment to intangible assets, net, based on a preliminary fair value assessment:

	Note	Amount
Fair value of intangible assets acquired	(i)	$	625.0
Removal of Milacron's historical intangible assets			(285.9	)
Pro forma net adjustment to intangible assets, net		$	339.1

(i) Hillenbrand has determined a preliminary estimate of intangible assets, which include customer relationships, technology, trade names, and backlog. See Note 7(B) for the pro forma adjustment related to the amortization of these intangible assets.

(E) Reflects an adjustment to goodwill based on the preliminary purchase price allocation:

	Note	Amount
Fair value of consideration transferred in excess of the preliminary fair value of assets acquired and liabilities assumed	(i)	$	858.6
Removal of Milacron's historical goodwill			(515.6	)
Pro forma net adjustment to goodwill		$	343.0

(i) Goodwill represents the excess of the estimated purchase price consideration over the preliminary fair value of the underlying assets acquired and liabilities assumed. Refer to the preliminary estimated purchase price consideration allocation in Note 5.

(F) In connection with the transaction, Hillenbrand entered into a bridge facility commitment letter, pursuant to which it obtained commitments for a 364-day senior unsecured bridge term loan facility in an aggregate principal amount $1,100.0. Hillenbrand does not intend to draw down on the bridge facility and currently expects the bridge facility commitments to terminate prior to the closing of the transaction once permanent financing has been secured. Hillenbrand currently expects the permanent financing will consist of $600.0 in aggregate principal amount from the issuance of senior unsecured notes, $500.0 from a syndicated term loan, and $634.9 drawn under its existing $900.0 revolving credit facility, as described above. Refer to the table below for a summary of the impact the financing arrangements are expected to have on the unaudited pro forma condensed combined balance sheet.

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	Note	Amount
Proceeds:
Proceeds from the term loan	(i)	$	500.0
Proceeds from the senior unsecured notes	(i)		600.0
Proceeds from revolving credit facility	(i)		634.9
Less: Capitalized deferred financing issuance costs	(ii)		(5.8	)
Proceeds from issuance of long-term debt, net of capitalized debt issuance costs			1,729.1
Repayments:
Repayment of Milacron's long-term debt, net of debt issuance costs	(iii)		(824.7	)
Pro forma net adjustment to long-term debt		$	904.4
Settlement of Hillenbrand's forward interest rate swaps:
Pro forma adjustment to other long-term liabilities	(iv)	$	(15.9	)

(i) As mentioned in Note 6(A)(i), Hillenbrand expects to incur borrowings under a fully committed five-year, $500.0 syndicated term loan and issue $600.0 of senior unsecured notes. Additionally, Hillenbrand currently estimates that it will incur $634.9 of additional borrowings under its existing $900.0 revolving credit facility.

(ii) Reflects deferred financing costs of $5.8 expected to be incurred in connection with the $500.0 issuance of the term loan and $600.0 issuance of senior notes. This amount does not reflect bridge facility financing fees.

(iii) It is currently expected that Milacron’s senior secured term loan facility maturing in September 2023 will be repaid in connection with the transaction. Based upon the amounts of Milacron debt reflected on its balance sheet as of June 30, 2019, a total of $824.7, net of debt issuance costs, is therefore expected to be repaid. Amounts outstanding under this term loan facility may change between the date of the Milacron balance sheet as of June 30, 2019 used for the purposes of these unaudited pro forma condensed combined financial statements and the closing of the transaction. Accordingly, the amount of Milacron debt repaid upon the closing of the transaction may differ from the amount expected to be repaid as of the date of the unaudited pro forma combined financial statements.

(iv) Reflects a decrease to other long-term term liabilities of $15.9 for the settlement of Hillenbrand's forward interest rate swaps previously executed to hedge a portion of the interest rate associated with the $600.0 senior unsecured notes.

(G) The following table summarizes the adjustments to deferred income taxes in conjunction with the preliminary allocation of purchase price consideration disclosed in Note 5.

	Note	Amount
Balance of historical Milacron deferred income taxes (at June 30, 2019)		$	57.2
Adjustment for acquired intangible assets	(i)		91.6
Adjustment to valuation allowance for certain net operating losses	(ii)		(25.2	)
Pro forma opening balance of deferred income taxes (see Note 5)			123.6
Pro forma adjustment to deferred income taxes		$	66.4

(i) Reflects a deferred income tax liability resulting from the preliminary fair value adjustment to intangible assets as disclosed in Note (D) above. The estimate of the deferred income tax liability was determined based on the book and tax basis difference using a blended statutory rate of Hillenbrand of 27%. This estimate of the deferred tax liability is preliminary and is subject to change based upon Hillenbrand's final determination of the fair values of identifiable intangibles.

(ii) Hillenbrand management has performed a preliminary analysis of Milacron’s U.S. and non-U.S. net operating losses. Based on this preliminary analysis, no limitation as to the total value of U.S. net operating losses was identified under Section 382 of the Internal Revenue Code. However, there may be limitations on the amount of net operating losses that can be used by Hillenbrand within a specific year. The pro forma adjustment considers the preliminary estimation of Hillenbrand’s ability to utilize the deferred tax assets, and therefore, an approximate $25.2 valuation allowance previously recorded in Milacron’s financial statements related to such net operating losses will no longer be recorded post-combination. This estimate is preliminary and is subject to change based upon Hillenbrand’s final analysis performed subsequent to the completion of the transaction.

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(H) Reflects an adjustment to Hillenbrand and Milacron equity based on the following:

	Note	Amount
Fair value of common stock issued to the sellers	(i)	$	305.4
Transaction costs	(ii)		(40.9	)
Removal of Milacron 's historical shareholders' equity			(531.8	)
Pro forma net adjustment to total Hillenbrand and Milacron equity		$	(267.3	)

(i) As disclosed in Note 4(A), the estimated value of Hillenbrand common shares to be issued is $305.4.

(ii) To record estimated transaction costs to be incurred by Hillenbrand and Milacron subsequent to June 30, 2019, including bridge facility financing fees.

7. Adjustments to the unaudited pro forma condensed combined statements of income

Refer to the items below for a reconciliation of the adjustments reflected in the unaudited pro forma condensed combined statement of income:

(A) Hillenbrand and Milacron have incurred $7.9 of transaction costs for the nine months ended June 30, 2019 in connection with the transaction. An adjustment was made to remove these costs as they are non-recurring in nature and will not have a continuing effect on the combined results of Milacron and Hillenbrand.

(B) The newly acquired intangible assets have been amortized using the straight-line method. Acquired trade names are currently assumed to have indefinite lives, backlog is amortized using an estimated useful life of one year, and technology and customer relationships are amortized using estimated useful lives ranging from ten to twenty years.

Pro forma amortization expense includes amortization expense for the newly identified intangible assets less the amortization expense on Milacron’s historical intangible assets. Hillenbrand is still in the process of evaluating the method of amortization for certain intangible assets and the fair value of all intangible assets. A 10% change in the fair value of the acquired intangible assets would increase or decrease amortization expense by $4.4 for the year ended September 30, 2018 and $2.1 for the nine months ended June 30, 2019.

	Estimated Fair Value		Nine months ended June 30, 2019			Year ended September 30, 2018
Amortization expense for acquired intangible assets	$	625.0	$	21.4		$	43.5
Less: Historical Milacron amortization				(17.0	)		(24.7	)
Pro forma net adjustment to Amortization expense			$	4.4		$	18.8

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(C) Historical interest expense has been adjusted as follows:

	Principal balance		Assumed weighted average interest rate			Note	Nine months ended June 30, 2019			Year ended September 30, 2018
Increases to interest expense:
Revolving credit facility	$	634.9				(i)
Senior unsecured notes		600.0				(ii)
Term loan		500.0				(iii)
	$	1,734.9		4.1	%	(iv)	$	53.3		$	71.1
Amortization of capitalized deferred financing costs and settlement of forward interest rate swaps						(v)		1.8			2.4
							$	55.1		$	73.5
Decreases to interest expense:
Historical interest expense of Milacron for debt being repaid								(30.0	)		(44.1	)
Pro forma adjustment to interest expense, net							$	25.1		$	29.4

(i) As mentioned in Note 6(F), Hillenbrand expects to draw on its $900.0 revolving credit facility which bears a variable LIBOR rate or base rate, at Hillenbrand's option, plus a spread based on leverage. Interest expense has been calculated based upon the applicable LIBOR rate as of June 30, 2019, plus the corresponding spread based on leverage resulting from the transaction.

(ii) As mentioned in Note 6(F), Hillenbrand expects to issue senior unsecured notes in an aggregate principal amount of $600.0. The senior unsecured notes are expected to be issued at fixed rates of interest in multiple series with different maturities. The assumed weighted average interest rate for the senior unsecured notes reflects assumptions regarding interest rates and maturities based on market conditions as of June 30, 2019, but actual terms of the senior unsecured notes will be subject to market conditions at the time of issuance.

(iii) As mentioned in Note 6(F), Hillenbrand expects to draw $500.0 on the term loan which bears a variable LIBOR rate or base rate, at Hillenbrand's option, plus a spread based on leverage. Interest expense has been calculated based upon the applicable LIBOR rate as of June 30, 2019, plus the corresponding spread based on leverage resulting from the transaction.

(iv) Represents the assumed combined weighted average interest rate for the revolving credit facility, senior unsecured notes, and term loan. A 0.125% change in the assumed combined weighted average interest rate would increase or decrease interest expense on a pro forma basis by $1.6 and $2.2 for the nine months ended June 30, 2019 and year ended September 30, 2018, respectively.

(v) Reflects the amortization of deferred financing costs to be incurred as a result of the expected financing. In addition, this amount reflects the impact to interest expense resulting from the settlement of Hillenbrand's forward interest rate swaps designated as interest rate hedges on a portion of the $600.0 senior unsecured notes. This amount does not include financing fees associated with the bridge facility.

(D) Reflects the income tax impact of the pro forma adjustments utilizing the blended statutory income tax rate of 27% for the nine months ended June 30, 2019 and for the fiscal year ended September 30, 2018.

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(E) The pro forma basic and diluted earnings per share calculations are based on the basic and diluted weighted average shares of Hillenbrand plus shares issued as part of the transaction. The pro forma basic and diluted weighted average shares outstanding are a combination of historical weighted average shares of Hillenbrand common stock and the share impact as part of the transaction. Weighted average shares outstanding are as follows:

Pro forma weighted average shares - basic	Note	Nine months ended June 30, 2019		Year ended September 30, 2018
Historical Hillenbrand weighted average shares outstanding—basic			62.9		63.1
Shares of Hillenbrand common stock to be issued to Milacron stockholders			11.4		11.4
Pro forma weighted average shares—basic	(i)		74.3		74.5

Pro forma weighted average shares - diluted	Note	Nine months ended June 30, 2019		Year ended September 30, 2018
Historical Hillenbrand weighted average shares outstanding—diluted			63.4		63.8
Shares of Hillenbrand common stock to be issued to Milacron stockholders			11.4		11.4
Pro forma weighted average shares—diluted	(i), (ii)		74.8		75.2

(i) As mentioned in Note 4(C), certain outstanding share-based equity awards held by Milacron employees will be cancelled and converted into the right to receive the Merger Consideration, which includes 0.1612 shares of Hillenbrand common stock. At this time, Hillenbrand has not completed its analysis and calculations related to eligible employees and vesting schedules in sufficient detail necessary in order to quantify a pro forma adjustment and thus has not been reflected in the basic or diluted weighted average shares.

(ii) As mentioned in Note 4(C), certain outstanding share-based equity awards held by Milacron employees and granted after July 12, 2019 will be converted into share-based equity awards of Hillenbrand upon the closing of the transaction. At this time, Hillenbrand has not completed its analysis and calculations related to eligible employees and vesting schedules in sufficient detail necessary in order to quantify a pro forma adjustment and thus has not been reflected in the diluted weighted average shares.

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