UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
SCHEDULE 14A
(Rule 14A-101)
 
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. __)
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Filed by a Party other than the Registrant  S

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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under Rule 14a-12

K-TRON INTERNATIONAL, INC.
(Name of Registrant as Specified in Its Charter)
 
HILLENBRAND, INC.
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
     
 
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Filed by Hillenbrand, Inc.
Pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: K-Tron International, Inc.
Commission File No: 000-09576


The following investor presentation was used during a conference call with investors held by Hillenbrand, Inc. on January 11, 2010:


 
 
 


Transaction Overview
January 11,2010
 
 
 
2
Mark Lanning
Vice President of Investor
Relations & Treasurer
Hillenbrand, Inc
Hillenbrand Speaker
 
 
 
Certain statements in this presentation contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, regarding the
company’s future plans, objectives, beliefs, expectations, representations and projections. The company has tried, wherever possible, to identify these forward-looking
statements using words such as “intend,” “anticipate,” “believe,” “plan,” “encourage,” “expect,” “may,” “goal,” “become,” “pursue,” “estimate,” “strategy,” “will,”
“projection,” “forecast,” “continue,” “accelerate,” “promise,” “increase,” “higher,” “lower,” “reduce,” “improve,” “expand,” “progress,” “potential” or the negative of
those terms or other variations of them or by comparable terminology. The absence of such terms, however, does not mean that the statement is not forward-looking. It is
important to note that forward-looking statements are not guarantees of future performance, and the company's actual results could differ materially from those set forth in
any forward-looking statements. Factors that could cause actual results to differ from forward-looking statements include but are not limited to: the company’s ongoing
antitrust litigation; the company’s dependence on its relationships with several large national providers; continued fluctuations in mortality rates and increased cremations;
ongoing involvement in claims, lawsuits and governmental proceedings related to operations; failure of the company’s announced strategic initiatives to achieve expected
growth, efficiencies or cost reductions; disruptions in the company’s business or other adverse consequences resulting from the separation of Hillenbrand Industries into
two operating companies; failure of the company to execute its acquisition and business alliance strategy through the consummation and successful integration of
acquisitions (such as the acquisition of K-Tron International, Inc.) or entry into joint ventures or other business alliances; competition from nontraditional sources in the
funeral services business; volatility of the company’s investment portfolio; increased costs or unavailability of raw materials; labor disruptions; the ability to retain
executive officers and other key personnel; 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 1 of the company’s Annual Report on Form 10-K
for the year ended September 30, 2009, filed November 24, 2009. The company assumes no obligation to update or revise any forward-looking information.
Additional Information and Where to Find It
This investor presentation may be deemed to be solicitation material in respect of the proposed acquisition of K-Tron International, Inc. (“K-Tron”) by Hillenbrand, Inc.
(“Hillenbrand”). In connection with the proposed acquisition, K-Tron plans to file a proxy statement with the SEC. INVESTORS AND SECURITY HOLDERS OF K-
TRON ARE ADVISED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY
BECOME AVAILABLE BECAUSE THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION.
The final proxy statement will be mailed to shareholders of K-Tron. Investors and security holders may obtain a free copy of the proxy statement when it
becomes available, and other documents filed by K-Tron with the SEC, at the SEC’s web site at http://www.sec.gov. Free copies of the proxy statement, when it
becomes available, and K-Tron’s other filings with the SEC may also be obtained from K-Tron by directing a request to K-Tron International, Inc., Attention:
Investor Relations, Route 55 and 553, P.O. Box 888, Pitman, N.J. 08071, or by calling 856-589-0500.
Hillenbrand, K-Tron and their respective directors, executive officers and other members of their management and employees may be deemed to be soliciting proxies
from K-Tron shareholders in favor of the proposed acquisition. Information regarding Hillenbrand’s directors and executive officers is available in its 2009 Annual
Report on Form 10-K filed with the SEC on November 24, 2009, and definitive proxy statement relating to its 2010 Annual Meeting of Shareholders filed with the SEC
on January 5, 2010. Information regarding K-Tron’s directors and executive officers is available in its 2008 Annual Report on Form 10-K filed with the SEC on March
13, 2009, and definitive proxy statement relating to its 2009 Annual Meeting of Shareholders filed with the SEC on April 6, 2009. Additional information regarding the
interests of such potential participants will be included in the proxy statement and the other relevant documents filed with the SEC when they become available.
Forward-looking Statements
3
 
 
 
4
Ken Camp
President &
Chief Executive Officer
Hillenbrand, Inc
Hillenbrand Speaker
 
 
 
It’s the Right Acquisition
• $435MM cash purchase ($390MM net purchase price) provides approximately $200MM
 of revenue
• Preserves Hillenbrand’s high quality of earnings and cash flows while improving growth
 potential
• EBITDA multiple of 10.3x EBITDA is in line with recent market comparables
• We expect the transaction to be immediately accretive to EPS and cash flow, excluding
 acquisition costs, transition costs, and non-recurring purchase accounting adjustments
• Attractive product, industry and customer diversification
• Creates sizable new global platforms in two attractive sectors
• Ideal fit with Hillenbrand’s stringent acquisition criteria
• K-Tron International has limited lean experience. Meaningful improvement opportunities exist
 through the application of lean business practices
• Strong cultural fit with proven management
• Adds leading brands and market positions with two new platforms
• A proven high margin, high growth business
Operational
and Cultural
Financial
Strategic
5
 
 
 
6
K-Tron International’s Corporate Profile Is Very Attractive
to Hillenbrand
• 2008 Revenues and EBITDA of $243 MM and $44.6 MM
 • 21% Total revenue CAGR over last 5 years;
 • 10% Organic revenue CAGR over last 5 years
• Two attractive segments within bulk solids material handling equipment sector
• Leading, respected brands
• Serves diverse base of global customers through wholly-owned subsidiaries and independent representatives
• Highly productive operation with more than 650 employees
• Operates 7 manufacturing facilities: 5 in the U.S. and 1 each in Switzerland and China
• Numerous meaningful opportunities have been identified to grow as economy recovers
Estimated Revenue by Business Line (1)
Estimated EBITDA by Business Line (1)
(1) For FY 2008
Size
Reduction
Group
Process
Group
Size
Reduction
Group
Process
Group
 
 
 
7
New Platform: K-Tron Process Group Is a Leader
in Feeding and Conveying With a Clear Growth
Path
Feeders
Provide accurate feeding of “hard-to-handle” materials in a wide variety of manufacturing
processes, enabling customers in key end markets to produce high quality products and
optimize raw material usage
Conveyers
Product Summary
Brand Names
(1) Higher sensitivity to economic cycles.
Convey bulk solids with positive or negative pressure through mass-customized pneumatic
conveying equipment and systems
Growth Strategy
• Differentiated by material flow expertise (multiple types)
• Leading brand position in each category
• Expanding back into value chain: same sales, engineering & service channels, and same customers
Feeders
Conveyers
Gravimetric Feeders
Twin Screw Micro-Ingredient Feeder
Pneumatic Conveying Components
Sanitary Pneumatic Conveying Systems
for Food and Pharmaceutical
 
 
 
8
New Platform: K-Tron Size Reduction Group Is a
Brand Leader Supported by its High Margin,
Recurring Consumable Parts Business
Size
Reduction
Coal Processing: Hammermills, sizers, roll crushers
Wood/pulp Processing/Biomass: Wood/bark hogs, chip screens
Mining: Potash and mineral mining crushers
Significant recurring parts revenue
Product Summary
Brand Names
Growth Strategy
Leverage installed base and brand equity (#1 or #2 brand presence)
Penn Crusher & Reversible Hammermill
Jeffrey EZ Access Word/Bark Hog
Gundlach Cage Packer
Grundlach Two-stage Four-roll Breaker
Duratip® Wood Hog Jammers
Big Buster™ Hammer
Stant-Flow® Grates
Buster® Bar
 
 
 
To Maximize Value Creation, We Will Leverage Hillenbrand’s Core
Competencies Across New Platforms
9
Lean Business
(Capabilities nationally recognized
beyond the death care industry)
Culture of
Execution
Management Team
§ High quality
§ Low-cost
§ Flexible
§ Safety-conscious
§ Innovative
§ Profitability improvement
§ Highly effective merchandising
§ History of successful acquisition
 integration
§ Manage for strong cash flow
Supply Chain Optimization
(Favorably benchmarked against FedEx & UPS)
§ Efficient
§ Dependable
§ Fast
§ Optimizes finished goods inventory
§ Deep acquisition &
 integration skills
§ Robust business development
 & lean skills
New Platforms
Processes &
People
§ Strategic planning
§ People development
§ Policy deployment
 
 
 
10
K-Tron International Historical Results Show Strong Growth
and Cash Generation Capabilities
Revenue
EBITDA
Total Debt
Cash
 
 
 
 
11
Creates Multiple Pathways to Strong Revenue Growth
Through New Platforms
• Proven history of modest acquisitions
    ($10-$30MM)
• Opportunities for bolt-on acquisitions in both
 platforms
• Size Reduction Group well positioned to
 capture Biomass Energy growth
• Pharmaceutical Industry trending from
    batch to continuous process
• Expand Pneumatics into Europe, Asia and the
 Middle East
• Swiss facility offers competitive advantage to
 serve high growth Eastern Europe markets
• China & India for coal mining
• Aggressively grow Wuxi K-Tron Colormax
 division in China
• Enhance Sales & Marketing efforts for Penn
 Crusher in China
• Strong growth in demand from mineral mining
 sector
Complementary Acquisitions
Attractive New End Markets
  New Platform
         Key
Growth Drivers
New Geographics
Growth Within Existing Regions
 
 
 
 
12
K-Tron International Has a Proven Senior Management Team
30+ Year Industry Veteran
Ground-up Knowledge of Coal Industry
Long-standing Industry Executive
Donald W. Melchiorre
SVP Size Reduction Group
30+ Yrs with the Company
Well Regarded Sales & Marketing Expertise
Extensive Knowledge of each K-Tron Divisions
Kevin C. Bowen
SVP Process Group
Point Person on Each Acquisition Since 2003
Extensive Global Experience
Regarded as a Strategy Enabler
Lukas Guenthardt
SVP Corporate Development
Corporate Finance and Private Equity Background
Former Siemens Executive and 11 years at Ernst & Young
Newest Management Team Member (2008)
Robert E. Wisniewski
SVP & CFO
Turnaround and Acquisition Expertise
Diverse Industry Knowledge
Strong Legal / M&A Background
Edward B. Cloues,II
Chairman & CEO
 
 
 
 
 
13
Provides Hillenbrand With a Global Business Platform
Belleville, IL
54,000 sq. ft.
Wuxi, China
30,000 sq. ft.
K-Tron HQ
Pitman, NJ
92,000 sq. ft.
Cuyahoga Falls, OH
70,000 sq. ft.
Woodruff, SC
149,000 sq. ft.
Niederlenz,
Switzerland
65,000 sq. ft.
Batesville, IN
494,000 sq. ft.
Salina, KS
134,000 sq. ft.
Manchester, TN
375,000 sq. ft.
Mexico City, Mexico
58.700 sq. ft.
Chihauhau, Mexico
125,000 sq. ft.
Batesville, MS
180,000 sq. ft.
Vicksburg, MS
142,000 sq. ft.
Process Group and Size Reduction Group have
~175 sales reps. (mostly independent) in U.S.,
Canada, France, Germany, the United Kingdom,
Singapore and China.
Size Reduction Manufacturing
Process Group Manufacturing
Batesville Manufacturing
Post Acquisition Locations
Batesville Warehouse Distribution, Service or Sales
(165 sales reps in the U.S. and Canada.)
Penn Crusher HQ
 
 
 
 
14
Cindy Lucchese
Senior Vice President &
Chief Financial Officer
Hillenbrand, Inc
Hillenbrand Speaker
 
 
 
(1) Excludes a $3.0 MM gain in 2009 on sale of 19.9% investment in Hasler International. Including the gain, K-Tron’s LTM EPS would have been $7.81 and the EBITDA would have been $42MM.
15
Contributes to Hillenbrand’s Ability to Deliver Predictable
Performance
• Strong and consistent EBITDA margins during current severe economic downturn
K-Tron International Financial Highlights
$ IN MILLIONS, EXCEPT PER SHARE DATA
2004
2005
2006
2007
2008
LTM
10/03/09(1)
2004 - 2008
Total Revenue
$113
$119
$148
$202
$243
$213
Gross Profit
$46
$50
$62
$86
$101
$88
EBITDA
$14
$17
$25
$38
$44
$39
Diluted EPS
$2.65
$2.85
$4.95
$7.93
$9.37
$6.79
Growth (yr/yr)
CAGR
Revenue
18.8%
5.7%
24.6%
36.2%
20.5%
(9.9%)
21.2%
EBITDA
43.3%
23.0%
46.8%
49.4%
17.1%
(11.0%)
33.3%
As a % of Revenue
Average
Gross Profit
41.2%
42.1%
42.1%
42.7%
41.7%
41.3%
42.0%
EBITDA
12.4%
14.4%
16.9%
18.6%
18.1%
18.2%
16.1%
 
 
 
16
K-Tron International - Cash Flow Summary
*Free cash flow is defined as operating cash flow less capital expenditures
 FISCAL YEAR ENDING
LTM 10/03/09
ACTUAL
$ IN MILLIONS
2005
ACTUAL
2006
ACTUAL
2007
ACTUAL
2008
ACTUAL
Operating Activities
 Net Income
$7
$13
 $21
$26
$23
 Depreciation & Amortization
 4
 5
 6
 6
 6
 Change in Working Capital
 (1)
 0
 (1)
 (7)
 9
 Other, Net
 1
 1
 1
 2
 (1)
 Cash Flow from Operating Activities
11
 19
 27
27
37
Capex & Purchase of Intangibles
(2)
 (3)
 (2)
 (4)
 (3)
Other Investing Activities
0
(33)
(17)
 0
 0
Debt Transactions
(6)
16
 3
 (14)
 (8)
Capital Stock Increase
1
 0
 3
 2
 0
Other
(1)
 0
 3
 0
 3
Net Change in Cash
$3
$(1)
$17
$11
$29
Free Cash Flow*
$9
$16
$25
$23
$34
 
 
 
17
Transaction Summary
Overview
Purchase Price
Ownership
Closing Conditions
Timing
Hillenbrand, Inc. to acquire K-Tron International, Inc. (Nasdaq: KTII) for 100%
cash consideration
 The net purchase price associated with this transaction is approximately $390
 million based on equity purchase price of $435 million and a net cash balance at
 10/03/09 of approximately $45 million. This net purchase price implies a
 multiple of 10.3x EBITDA
 Upon completion of the transaction, Hillenbrand stockholders would own 100%
 of the combined company
 The transaction is subject to approval by K-Tron International shareholders, as
 well as the satisfaction of customary closing conditions and regulatory approvals
 The transaction is expected to close near the end of March
 
 
 
18
K-Tron International Represents a Very Attractive Strategic
Opportunity
 • Matches Hillenbrand’s growth strategy
 • Market leader with preeminent brands
 • Strong platforms in growing industries/markets
 • Proven growth potential (organic and acquisition)
 • Attractive markets - large, diversified, fragmented, growing and global
 • Reduces risk and dependence on death care
 • Proven management team eager to continue
 • Risks are manageable
 • Solid financials
 • Predictable, strong cash flows and margins
 • Strong balance sheet with little debt
 • Growing revenues with stable gross profit margins
 • Proven high margin, high growth business
 • We believe this acquisition will provide a platform for creating significant
 shareholder value over the next several years
 
 
 
Transaction Overview
January 11,2010
 
 
 
 
Additional Information and Where to Find it

This investor presentation may be deemed to be solicitation material in respect of the proposed acquisition of K-Tron International, Inc. (“K-Tron”) by Hillenbrand, Inc. (“Hillenbrand”).  In connection with the proposed acquisition, K-Tron plans to file a proxy statement with the SEC. INVESTORS AND SECURITY HOLDERS OF K-TRON ARE ADVISED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION. The final proxy statement will be mailed to shareholders of K-Tron. Investors and security holders may obtain a free copy of the proxy statement when it becomes available, and other documents filed by K-Tron with the SEC, at the SEC’s web site at http://www.sec.gov. Free copies of the proxy statement, when it becomes available, and K-Tron’s other filings with the SEC may also be obtained from K-Tron by directing a request to K-Tron International, Inc., Attention: Investor Relations, Route 55 and 553, P.O. Box 888, Pitman, N.J. 08071, or by calling 856-589-0500.

Hillenbrand, K-Tron and their respective directors, executive officers and other members of their management and employees may be deemed to be soliciting proxies from K-Tron shareholders in favor of the proposed acquisition. Information regarding Hillenbrand’s directors and executive officers is available in its 2009 Annual Report on Form 10-K filed with the SEC on November 24, 2009, and definitive proxy statement relating to its 2010 Annual Meeting of Shareholders filed with the SEC on January 5, 2010.  Information regarding K-Tron’s directors and executive officers is available in its 2008 Annual Report on Form 10-K filed with the SEC on March 13, 2009, and definitive proxy statement relating to its 2009 Annual Meeting of Shareholders filed with the SEC on April 6, 2009. Additional information regarding the interests of such potential participants will be included in the proxy statement and the other relevant documents filed with the SEC when they become available.
 
 
 
Filed by Hillenbrand, Inc.
Pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: K-Tron International, Inc.
Commission File No: 000-09576


On January 11, 2010, Hillenbrand, Inc. posted the following investor presentation to its website at http://ir.hillenbrandinc.com:

 
 
 
 
 
Certain statements in this presentation contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, regarding the
company’s future plans, objectives, beliefs, expectations, representations and projections. The company has tried, wherever possible, to identify these forward-looking
statements using words such as “intend,” “anticipate,” “believe,” “plan,” “encourage,” “expect,” “may,” “goal,” “become,” “pursue,” “estimate,” “strategy,” “will,”
“projection,” “forecast,” “continue,” “accelerate,” “promise,” “increase,” “higher,” “lower,” “reduce,” “improve,” “expand,” “progress,” “potential” or the negative of
those terms or other variations of them or by comparable terminology. The absence of such terms, however, does not mean that the statement is not forward-looking. It is
important to note that forward-looking statements are not guarantees of future performance, and the company's actual results could differ materially from those set forth in
any forward-looking statements. Factors that could cause actual results to differ from forward-looking statements include but are not limited to: the company’s ongoing
antitrust litigation; the company’s dependence on its relationships with several large national providers; continued fluctuations in mortality rates and increased cremations;
ongoing involvement in claims, lawsuits and governmental proceedings related to operations; failure of the company’s announced strategic initiatives to achieve expected
growth, efficiencies or cost reductions; disruptions in the company’s business or other adverse consequences resulting from the separation of Hillenbrand Industries into
two operating companies; failure of the company to execute its acquisition and business alliance strategy through the consummation and successful integration of
acquisitions (such as the acquisition of K-Tron International, Inc.) or entry into joint ventures or other business alliances; competition from nontraditional sources in the
funeral services business; volatility of the company’s investment portfolio; increased costs or unavailability of raw materials; labor disruptions; the ability to retain
executive officers and other key personnel; 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 1 of the company’s Annual Report on Form 10-K
for the year ended September 30, 2009, filed November 24, 2009. The company assumes no obligation to update or revise any forward-looking information.
Additional Information and Where to Find It
This investor presentation may be deemed to be solicitation material in respect of the proposed acquisition of K-Tron International, Inc. (“K-Tron”) by Hillenbrand, Inc.
(“Hillenbrand”). In connection with the proposed acquisition, K-Tron plans to file a proxy statement with the SEC. INVESTORS AND SECURITY HOLDERS OF K-
TRON ARE ADVISED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY
BECOME AVAILABLE BECAUSE THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION.
The final proxy statement will be mailed to shareholders of K-Tron. Investors and security holders may obtain a free copy of the proxy statement when it
becomes available, and other documents filed by K-Tron with the SEC, at the SEC’s web site at http://www.sec.gov. Free copies of the proxy statement, when it
becomes available, and K-Tron’s other filings with the SEC may also be obtained from K-Tron by directing a request to K-Tron International, Inc., Attention:
Investor Relations, Route 55 and 553, P.O. Box 888, Pitman, N.J. 08071, or by calling 856-589-0500.
Hillenbrand, K-Tron and their respective directors, executive officers and other members of their management and employees may be deemed to be soliciting proxies
from K-Tron shareholders in favor of the proposed acquisition. Information regarding Hillenbrand’s directors and executive officers is available in its 2009 Annual
Report on Form 10-K filed with the SEC on November 24, 2009, and definitive proxy statement relating to its 2010 Annual Meeting of Shareholders filed with the SEC
on January 5, 2010. Information regarding K-Tron’s directors and executive officers is available in its 2008 Annual Report on Form 10-K filed with the SEC on March
13, 2009, and definitive proxy statement relating to its 2009 Annual Meeting of Shareholders filed with the SEC on April 6, 2009. Additional information regarding the
interests of such potential participants will be included in the proxy statement and the other relevant documents filed with the SEC when they become available.
Forward-looking Statements
2
 
 
 
3
Hillenbrand / K-Tron International Team Introductions
Cindy Lucchese
Senior Vice President &
Chief Financial Officer
Hillenbrand, Inc.

Mark Lanning
Vice President of Investor
Relations & Treasurer
Hillenbrand, Inc.
Ken Camp
President &
Chief Executive Officer
Hillenbrand, Inc.

Lukas Guenthardt
Senior Vice President,
Corporate Development
K-Tron International, Inc.
 
 
 
4
Agenda
Transaction Summary
Strategic Benefits
Financial Highlights
Business Summary
Wrap-up
Appendix
 
 
 
Transaction Summary
 
 
 
6
Transaction Summary
Overview
Purchase Price
Ownership
Closing Conditions
Timing
Hillenbrand, Inc. to acquire K-Tron International, Inc. (Nasdaq: KTII) for 100%
cash consideration
 The net purchase price associated with this transaction is approximately $390
 million based on equity purchase price of $435 million and a net cash balance at
 10/3/09 of approximately $45 million. This net purchase price implies a
 multiple of 10.3x EBITDA
 Upon completion of the transaction, Hillenbrand stockholders would own 100%
 of the combined company
 The transaction is subject to approval by K-Tron International shareholders, as
 well as the satisfaction of customary closing conditions and regulatory approvals
 The transaction is expected to close near the end of March
 
 
 
7
Transaction Rationale
• Hillenbrand’s sole operating unit, Batesville Casket, remains a high-margin cash generator
 with a leading brand and excellent management
• However, revenue growth is historically challenging in death care and has been even more
 challenging in the current economic environment
• Therefore, our strategy focuses on effective high value opportunities for our robust cash flow,
 creating a strong and enduring enterprise outside death care
• Through disciplined due diligence, we identified K-Tron International, a well-run company
 with excellent financials, that will provide growth and diversification and maintain our strong
 financial profile
• To fund this acquisition, we will utilize a combination of existing and potentially new (if
 needed) credit and cash-on-hand
 
 
 
Strategic Benefits
 
 
 
It’s the Right Acquisition
• $435MM cash purchase ($390MM net purchase price) provides approximately $200MM
 of revenue
• Preserves Hillenbrand’s high quality of earnings and cash flows while improving growth
 potential
• EBITDA multiple of 10.3x EBITDA is in line with recent market comparables
• We expect the transaction to be immediately accretive to EPS and cash flow, excluding
 acquisition costs, transition costs, and non-recurring purchase accounting adjustments
• Attractive product, industry and customer diversification
• Creates sizable new global platforms in two attractive sectors
• Ideal fit with Hillenbrand’s stringent acquisition criteria
• K-Tron International has limited lean experience. Meaningful improvement opportunities exist
 through the application of lean business practices
• Strong cultural fit with proven management
• Adds leading brands and market positions with two new platforms
• A proven high margin, high growth business
Operational
and Cultural
Financial
Strategic
9
 
 
 
10
K-Tron International’s Corporate Profile Is Very Attractive
to Hillenbrand
• 2008 Revenues and EBITDA of $243 MM and $44.6 MM
 • 21% Total revenue CAGR over last 5 years;
 • 10% Organic revenue CAGR over last 5 years
• Two attractive segments within bulk solids material handling equipment sector
• Leading, respected brands
• Serves diverse base of global customers through wholly-owned subsidiaries and independent representatives
• Highly productive operation with more than 650 employees
• Operates 7 manufacturing facilities: 5 in the U.S. and 1 each in Switzerland and China
• Numerous meaningful opportunities have been identified to grow as economy recovers
Estimated Revenue by Business Line (1)
Estimated EBITDA by Business Line (1)
(1) For FY 2008
Size
Reduction
Group
Process
Group
Size
Reduction
Group
Process
Group
 
 
 
BCC
11
Diversifies Hillenbrand’s Platforms and Markets
Pulp, Paper &
Forest Products /
Biomass Energy
2%
Food Processing
5%
Power
Generation
2%
Chemical Detergent & Other
Process Group Industries
3%
Other
4%
Plastics Compounding & Base
Resin Manufacturing
9%
Post Acquisition Revenue By
End Market(1)
Post Acquisition
EBITDA By Platform(1)
Death Care
75%
K-Tron
K-Tron
BCC
(1) Represents FY ending 2009 for Hillenbrand and LTM ending 10/03/09 for K-Tron
 
 
 
 
 
 
 
13
Provides Hillenbrand With a Global Business Platform
Belleville, IL
54,000 sq. ft.
Wuxi, China
30,000 sq. ft.
K-Tron HQ
Pitman, NJ
92,000 sq. ft.
Cuyahoga Falls , OH
70,000 sq. ft.
Woodruff, SC
149,000 sq. ft.
Niederlenz, Switzerland
65,000 sq. ft.
Batesville, IN
494,000 sq. ft.
Salina, KS
134,000 sq. ft.
Manchester, TN
375,000 sq. ft.
Mexico City, Mexico
58.700 sq. ft.
Chihauhau, Mexico
125,000 sq. ft.
Batesville, MS
180,000 sq. ft.
Vicksburg, MS
142,000 sq. ft.
Process Group and Size Reduction Group have
~175 sales reps. (mostly independent) in U.S.,
Canada, France, Germany, the United Kingdom,
Singapore and China.
Size Reduction Manufacturing
Process Group Manufacturing
Batesville Manufacturing
Post Acquisition Locations
Batesville Warehouse Distribution, Service or Sales
(165 sales reps in the U.S. and Canada.)
Penn Crusher HQ
 
 
 
14
Creates Multiple Pathways to Strong Revenue Growth
Through New Platforms
• Proven history of modest acquisitions ($10-$30MM)
• Opportunities for bolt-on acquisitions in both
 platforms
• Size Reduction Group well positioned to
 capture Biomass Energy growth
• Pharmaceutical Industry trending from batch to
 continuous process
• Expand Pneumatics into Europe, Asia and the
 Middle East
• Swiss facility offers competitive advantage to
 serve high growth Eastern Europe markets
• China & India for coal mining
• Aggressively grow Wuxi K-Tron Colormax
 division in China
• Enhance Sales & Marketing efforts for Penn
 Crusher in China
• Strong growth in demand from mineral mining
 sector
Complementary Acquisitions
Attractive New End Markets
  New Platform
         Key
Growth Drivers
New Geographics
Growth Within Existing Regions
 
 
 
(1) Excludes a $3.0 MM gain in 2009 on sale of 19.9% investment in Hasler International. Including the gain, K-Tron’s LTM EPS would have been $7.81 and the EBITDA would have been $42MM.
15
Contributes to Hillenbrand’s Ability to Deliver Predictable
Performance
K-Tron International Financial Highlights
$ IN MILLIONS, EXCEPT PER SHARE DATA
2004
2005
2006
2007
2008
LTM
10/03/09(1)
2004 - 2008
Total Revenue
$113
$119
$148
$202
$243
$213
Gross Profit
$46
$50
$62
$86
$101
$88
EBITDA
$14
$17
$25
$38
$44
$39
Diluted EPS
$2.65
$2.85
$4.95
$7.93
$9.37
$6.79
Growth (yr/yr)
CAGR
Revenue
18.8%
5.7%
24.6%
36.2%
20.5%
(9.9%)
21.2%
EBITDA
43.3%
23.0%
46.8%
49.4%
17.1%
(11.0%)
33.3%
As a % of Revenue
Average
Gross Profit
41.2%
42.1%
42.1%
42.7%
41.7%
41.3%
42.0%
EBITDA
12.4%
14.4%
16.9%
18.6%
18.1%
18.2%
16.1%
 
 
 
16
K-Tron International Is Strongly Positioned to Weather the
Current Economic Downturn and Thrive Post Recession
 • K-Tron revenues declined in the first nine months of 2009 by $30.2 MM, or 17%,
 compared to the same period in 2008
 • A significant component of the revenue decline was K-Tron’s Process Group
 plastics business, which was impacted when automotive and other end customers
 were hurt by the “great recession”
 • However, revenues in the Size Reduction Group increased during the year,
 buffering the decline in plastics
 • We believe the strength of K-Tron’s brands was, and will continue to be, critical to its
 ability to outperform their markets in economic downturns
 • K-Tron has a large installed base that generates recurring replacement parts business,
 thereby softening the impact of economic downturns in the capital equipment business
 • As the economy strengthens, K-Tron is in a strong position to grow revenues in both
 base businesses and potential add-on business lines
 
 
 
Financial Highlights
 
 
 
Financial Highlights of Combination
• We believe the acquisition increases net revenue and EBITDA growth rates
 in first year excluding acquisition and purchase accounting costs.
• We believe the transaction will be immediately accretive to EPS and cash
 flow, excluding acquisition costs, transition costs, and non-recurring
 purchase accounting adjustments
• Acquisition and transition expenses estimated to be $10MM to $12MM
• Strong liquidity position maintained
• Capital deployment strategy remains unchanged
• Pro forma capital structure & strategy consistent with previously discussed
 financial principles
18
 
 
 
19
Combination Provides a Superior Financial Profile
• Combined entity has nearly identical gross margin percentage
 Twelve Months Ended
$ IN MILLIONS
Hillenbrand
9/30/09
K-Tron
10/03/09
Pro forma
Non-GAAP(1)
Combined
Net Revenue
$649.0
$213.0
$862.0
Gross Profit
$274.0
$88.0
$362.0
 Margin %
42.2%
41.3%
42.0%
EBITDA
 % of Revenue
$181.0
27.9%
$39.0
18.3%
$220.0
25.5%
Net Income
$102.0
$23.0
$125.0
Operating cash flow
 % of Revenue
$123.0
19.0%
$37.0
17.3%
$160.0
18.6%
(1) Excludes effects of purchase accounting which may be significant
(1) Excludes effects of purchase accounting which may be significant
 
 
 
20
The Acquisition Will Be Funded With a Combination of
Cash and Borrowings
ü We will remain in compliance with the Hill-Rom covenant
$ IN MILLIONS
Acquisition
Funding
Credit Facility
$300-$350
Cash & Other Borrowings
$85-$135
Total Purchase Price
$435
 
 
 
21
Financial Principles
Pro-Forma Capital Structure & Strategy Remains Consistent
with Hillenbrand’s Previously Discussed Guidelines
 Generate stable and predictable revenues and cash flows
 Maintain a healthy capital structure that minimizes risks and provides flexibility
 Maintain a solid investment grade credit rating
  Return capital to shareholders through dividends and share repurchases
 
 
 
22
Overview of Hillenbrand’s Key Financial Policies
 Dividend Policy
• Payout amounts will be
 reviewed and approved
 quarterly by the board of
 directors
• Payout levels structured to
 provide long-term stability
• Dividend payout currently
 higher than peers
• Dividend level should
 grow modestly over the
 next 3 years, but less than
 earnings growth, to bring
 payout levels more in-line
 with peers
 Capital Spending
• Strong budgetary controls
 and targets
• Annual approval process for
 overall plans
• Project by project approval
 process during the year
• $15-$18MM annual spend ~
 equal to depreciation
 Acquisitions
• The company continues to
 evaluate prudent strategic
 opportunities
• Will avoid negative effect
 on capital structure or credit
 rating, and ensure
 compliance with
 distribution agreement
 Share Purchases
• Periodically purchase
 treasury shares to off-set the
 dilution from equity
 compensation programs
• Opportunistic share
 repurchases to enhance
 shareholder value
 
 
 
Business Overview
 
 
 
Hillenbrand’s Batesville Casket Commands a
Premium as the Industry’s Most Respected Brand
World’s Largest Casket Manufacturer
• Iconic brand with 100+ years of history
• Industry leader: volume, revenue, margin share
• Superior mix of products sold
• Brand of choice for funeral directors’ families
Unparalleled Commitment
• Superior products
• Exceptional service
• Leader in innovation
• Highly valued business partner
24
“Every family deserves a Batesville”
Hillenbrand Post
Acquisition Revenue
By Platform
BCC
 
 
 
Funeral Products
($2.6 Billion Industry)
Batesville Casket Is the Largest Player in the Largest
Segment of the Death Care Industry
Caskets
$1.3
Grave
Markers
$0.6
Cremation
$0.3
Source: Company estimates and public filings
Vaults
$0.4
Caskets 90%
Other (100+)
Options
7%
NorthStar
1%
Batesville
Importers
Aurora
Matthews
Caskets
(Total Revenue $1.3 Billion)
Batesville Casket
(Total 2009 Revenue: $649 Million)
Other
2%
25
 
 
 
Batesville Casket Has Generated Solid Financial
Results in a Declining Casket Market
Revenue
Gross Margin
Net Income
Operating Margin
Cash Flow
* $28 million, after tax pension funding ** $13 million, after tax separation costs
*
N.A. Casket Market
**
26
 
 
 
Death Care Industry Is Stable, but Challenges Remain
• Cost conscious consumers have been mixing down, opting for less expensive caskets
• It remains to be seen whether the severe economic downturn will cause lasting pricing
 repercussions
• Slow and steady increases in cremations have reduced burials in a flat death market
• While projected deaths will increase at some point as baby boomers age, this will likely
 be offset by continued increases in cremations
 • Cremations are projected to grow steadily at 1.2% annually as a percentage of total
 deaths
• Market share may be under pressure, as new entrants and Chinese imports continue to
 compete
• Significant increases in the prices of raw materials that cannot be recovered through
 increases in the price of our products could adversely affect our results of operations and
 cash flows
Reduced
Burial
Demand
Reduced
Consumer
Spending
Increased
Competition
Commodity
Risk
27
 
 
 
By Investing Prudently in Batesville Casket, We Will Continue to Focus
on Future Revenue and Earnings Growth From This Segment and
Generate Strong Cash Flow
Top-line Growth
 • Focused sales coverage that leverages strong customer relationships and premium brand
 • Targeted investments to drive innovative product development
 • Merchandising programs increase value on every casket sale
 • Growth in NorthStar and Options product lines
 • Enhanced offerings in E-business
Margin Improvement
 • Operational excellence
 • Lean manufacturing
 • Continuous improvement in all business processes
28
 
 
 
29
New Platform: K-Tron Process Group Is a Leader
in Feeding and Conveying With a Clear Growth
Path
Feeders
Provide accurate feeding of “hard-to-handle” materials in a wide variety of manufacturing
processes, enabling customers in key end markets to produce high quality products and
optimize raw material usage
Conveyers
Product
 Summary
Brand Names
(1) Higher sensitivity to economic cycles.
Convey bulk solids with positive or negative pressure through mass-customized pneumatic
conveying equipment and systems
Growth Strategy
• Differentiated by material flow expertise (multiple types)
• Leading brand position in each category
• Expanding back into value chain: same sales, engineering & service channels, and same customers
Feeders
Conveyers
Gravimetric Feeders
Twin Screw Micro-Ingredient Feeder
Pneumatic Conveying Components
Sanitary Pneumatic Conveying Systems
for Food and Pharmaceutical
 
 
 
30
New Platform: K-Tron Size Reduction Group Is a
Brand Leader Supported by its High Margin,
Recurring Consumable Parts Business
Size
Reduction
Coal Processing: Hammermills, sizers, roll crushers
Wood/pulp Processing/Biomass: Wood/bark hogs, chip screens
Mining: Potash and mineral mining crushers
Significant recurring parts revenue
Product Summary
Brand Names
Growth Strategy
Leverage installed base and brand equity (#1 or #2 brand presence)
Penn Crusher & Reversible Hammermill
Jeffrey EZ Access Wood/Bark Hog
Gundlach Cage Paktor
Grundlach Two-stage Four-roll Breaker
Duratip® Wood Hog Hammers
Big Buster™ Hammer
Stant-Flow® Screen Grates
Buster® Bar
 
 
 
To Maximize Value Creation, We Will Leverage Hillenbrand’s Core
Competencies Across New Platforms
31
Lean Business
(Capabilities nationally recognized
beyond the death care industry)
Culture of
Execution
Management
Team
§ High quality
§ Low-cost
§ Flexible
§ Safety-conscious
§ Innovative
§ Profitability improvement
§ Highly effective merchandising
§ History of successful acquisition
 integration
§ Manage for strong cash flow
Supply Chain Optimization
(Favorably benchmarked against FedEx & UPS)
§ Efficient
§ Dependable
§ Fast
§ Optimizes finished goods inventory
§ Deep acquisition &
 integration skills
§ Robust business development
 & lean skills
New Platforms
Processes & People
§ Strategic planning
§ People development
§ Policy deployment
 
 
 
Wrap-up
 
 
 
33
K-Tron International Represents a Very Attractive Strategic
Opportunity
 • Matches Hillenbrand’s growth strategy
 • Market leader with preeminent brands
 • Strong platforms in growing industries/markets
 • Proven growth potential (organic and acquisition)
 • Attractive markets - large, diversified, fragmented, growing and global
 • Reduces risk and dependence on death care
 • Proven management team eager to continue
 • Risks are manageable
 • Solid financials
 • Predictable, strong cash flows and margins
 • Strong balance sheet with little debt
 • Growing revenues with stable gross profit margins
 • Proven high margin, high growth business
 • We believe this acquisition will provide a platform for creating significant
 shareholder value over the next several years
 
 
 
 
 
 
Appendix
 
 
 
36
K-Tron International Has a Proven Senior Management Team
30+ Year Industry Veteran
Ground-up Knowledge of Coal Industry
Long-standing Industry Executive
Donald W. Melchiorre
SVP Size Reduction Group
30+ Yrs with the Company
Well Regarded Sales & Marketing Expertise
Extensive Knowledge of each K-Tron Divisions
Kevin C. Bowen
SVP Process Group
Point Person on Each Acquisition Since 2003
Extensive Global Experience
Regarded as a Strategy Enabler
Lukas Guenthardt
SVP Corporate Development
Corporate Finance and Private Equity Background
Former Siemens Executive and 11 years at Ernst & Young
Newest Management Team Member (2008)
Robert E. Wisniewski
SVP & CFO
Turnaround and Acquisition Expertise
Diverse Industry Knowledge
Strong Legal / M&A Background
Edward B. Cloues,II
Chairman & CEO
 
 
 
37
K-Tron International Historical Results Show Strong Growth
and Cash Generation Capabilities
Revenue
EBITDA
Total Debt
Cash
 
 
 
38
K-Tron International Historical Credit Metrics Complement
Hillenbrand’s Credit Strength
Debt / EBITDA
 
 
 
39
K-Tron International - Operating Performance Summary
 FISCAL YEAR ENDING
$ IN MILLIONS
2005
ACTUAL
2006
ACTUAL
2007
ACTUAL
2008
ACTUAL
LTM 10/03/09
ACTUAL
Net Revenue
 % Y/Y Growth
$119
5.3%
$148
24.4%
$202
36.5%
$243
20.3%
$213
N/A
Gross Profit
 % of Revenue
$50
42.0%
$62
41.9%
$86
42.6%
$101
41.6%
$88
41.3%
Operating Expenses
 % of Revenue
$37
31.1%
$42
28.4%
$54
26.7%
$63
25.9%
$55
25.8%
Operating Income
$13
$20
$32
$38
$35
EBITDA
 % of Revenue
$17
14.3%
$25
16.9%
$38
18.8%
$44
18.1%
$39
18.3%
Net Income
$7
$13
$21
$26
$23
 
 
 
40
K-Tron International - Balance Sheet Summary
 FISCAL YEAR ENDING
$ IN MILLIONS
2005
ACTUAL
2006
ACTUAL
2007
ACTUAL
2008
ACTUAL
10/03/09
ACTUAL
ASSETS
Cash
$15
$14
$31
$42
$63
Accounts Receivable
18
23
31
37
27
Inventory
15
23
30
29
24
Other Current Assets
4
7
10
6
9
Current Assets
52
67
102
114
123
PP&E
22
29
27
27
25
Other Assets
15
45
55
58
57
Total Assets
89
141
184
199
205
LIABILITIES
Current Liabilities
26
38
50
47
37
Debt
13
34
37
22
17
Other LT Liabilities
1
4
3
4
4
Total Liabilities
40
76
90
73
58
SHAREHOLDERS’ EQUITY
Total Shareholders’ Equity
49
65
94
126
147
Total Liabilities & Equity
$89
$141
$184
$199
$205
 
 
 
41
K-Tron International - Cash Flow Summary
*Free cash flow is defined as operating cash flow less capital expenditures
 FISCAL YEAR ENDING
LTM 10/03/09
ACTUAL
$ IN MILLIONS
2005
ACTUAL
2006
ACTUAL
2007
ACTUAL
2008
ACTUAL
Operating Activities
 Net Income
$7
$13
 $21
$26
$23
 Depreciation & Amortization
 4
 5
 6
 6
 6
 Change in Working Capital
 (1)
 0
 (1)
 (7)
 9
 Other, Net
 1
 1
 1
 2
 (1)
 Cash Flow from Operating Activities
11
 19
 27
27
37
Capex & Purchase of Intangibles
(2)
 (3)
 (2)
 (4)
 (3)
Other Investing Activities
0
(33)
(17)
 0
 0
Debt Transactions
(6)
16
 3
 (14)
 (8)
Capital Stock Increase
1
 0
 3
 2
 0
Other
(1)
 0
 3
 0
 3
Net Change in Cash
$3
$(1)
$17
$11
$29
Free Cash Flow*
$9
$16
$25
$23
$34
 
 
 
Hillenbrand
Financials
 
 
 
43
Hillenbrand, Inc. - 2009 versus 2008
 FISCAL YEAR ENDING SEPTEMBER 30
2009
ACTUAL
2008
ACTUAL
$ IN MILLIONS
Net Revenue
 % Y/Y Growth
$649
(4.3%)
$678
1.6%
Gross Profit
 % of Revenue
$274
42.3%
$281
41.4%
Operating Expenses
 % of Revenue
$119
18.3%
$131
19.3%
Operating Income
$155
$150
EBITDA
 % of Revenue
$181
27.9%
$175
25.8%
Net Income
$102
$93
NET REVENUES
Revenue lower because of relatively mild flu and
pneumonia season, combined with higher
cremation rate and product mix-down from
economic recession
GROSS PROFIT
Gross profit percentage higher due to cost control
and lower materials cost, primarily fuel
OPERATING EXPENSES
Opex percentage lower due to decreased
separation and anti-trust costs
 
 
 
Hillenbrand, Inc. 2010 Guidance - Pre K-Tron Acquisition
(Unaudited)
 FISCAL YEAR ENDING SEPTEMBER 30
AMOUNTS IN MILLIONS (EXCEPT PER SHARE DATA)
FY09
FY10 RANGE
LOW
HIGH
Net Revenues
$649
$630
$670
Income before Taxes
$161
$137
$161
Tax Rate
36.4%
37%
36%
Net Income
$102
$86
$103
Average Diluted Shares Outstanding
62
62
62
Diluted Net Income per Share
$1.66
$1.40
$1.67
Excluding Certain Non-operating Costs
(Antitrust Litigation and Separation*)
Net Income
$104
$89
$105
Diluted Net Income per Share
$1.68
$1.45
$1.70
*Anti-trust litigation and separation estimated to be $7.2MM in 2009; see appendix for reconciliation to GAAP
44
 
 
 
Hillenbrand, Inc. - Non-GAAP Financial Disclosures and
Reconciliations for 2009 Actual and 2010 Guidance
(Unaudited) (Excluding K-Tron International)
While Hillenbrand, Inc. reports financial results in accordance with U.S. GAAP, this press release includes non-GAAP
measures. These non-GAAP measures are not in accordance with, nor are they a substitute for, GAAP measures. Hillenbrand
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. Hillenbrand further believes that providing this information better enables
investors to understand the ongoing operating performance of the company. Investors should consider non-GAAP measures in
addition to, not as a substitute for, or as superior to, measures of financial performance prepared in accordance with GAAP.
$ IN MILLIONS
TWELVE MONTHS ENDED
SEPTEMBER 30, 2009
FISCAL YEAR 2010
GUIDANCE (MIDPOINT)
PRE-
TAX
INCOME
TAXES
POST-
TAX
PRE-TAX
INCOME
TAXES
POST-
TAX
GAAP Income
$160.8
$58.5
$102.3
$148.9
$54.3
$94.6
Certain non-operating Costs:
 Antitrust Litigation
$2.2
$0.8
$1.4
$4.0
$1.5
$2.5
 Separation
$0.1
-
$0.1
-
-
-
Adjusted Income
$163.1
$59.3
$103.8
$152.9
$55.8
$97.1
45
 
 
 
46
Hillenbrand, Inc. - Operating Performance Summary
 FISCAL YEAR ENDING SEPTEMBER 30
2007
ACTUAL
2008
ACTUAL
2009
ACTUAL
$ IN MILLIONS
Net Revenue
 % Y/Y Growth
$667
(1.2%)
$678
1.6%
$649
(4.3%)
Gross Profit
 % of Revenue
$279
41.8%
$281
41.4%
$274
42.3%
Operating Expenses
 % of Revenue
$123
18.4%
$131
19.3%
$119
18.3%
Operating Income
$156
$150
$155
EBITDA
 % of Revenue
$176
26.4%
$175
25.8%
$181
27.9%
Net Income
$100
$93
$102
 
 
 
47
Hillenbrand, Inc. - Balance Sheet Summary
 FISCAL YEAR ENDING SEPTEMBER 30
$ IN MILLIONS
2007
ACTUAL
2008
ACTUAL
2009
ACTUAL
ASSETS
Cash
$12
$15
$35
Accounts Receivable
91
88
85
Inventory
48
49
43
Other Current Assets
19
30
70
Current Assets
170
182
233
PP&E
89
91
85
Other Assets
58
272
243
Total Assets
317
545
561
LIABILITIES
Current Liabilities
76
86
75
Debt
0
100
60
Other LT Liabilities
60
71
122
Total Liabilities
136
257
257
SHAREHOLDERS’ EQUITY
Total Shareholders’ Equity
181
288
304
Total Liabilities & Equity
$317
$545
$561
 
 
 
48
Hillenbrand, Inc. - Cash Flow Summary
*Free cash flow is defined as operating cash flow less capital expenditures
 FISCAL YEAR ENDING SEPTEMBER 30
$ IN MILLIONS
2007
ACTUAL
2008
ACTUAL
2009
ACTUAL
Operating Activities
 Net Income
$100
 $93
$102
 Depreciation & Amortization
 19
 19
 19
 Change in Working Capital
 8
 (16)
 5
 Other, Net
 0
 6
 (3)
 Cash Flow from Operating Activities
127
 102
123
Capex & Purchase of Intangibles
(16)
(10)
(10)
Net Activity of Parent
(104)
(165)
 0
Net Revolver Activity
 0
100
(40)
Stock Repurchases
 0
 (6)
(12)
Dividends
 0
 (23)
(46)
Other
 (3)
 5
 5
Net Change in Cash
 4
 3
 20
Free Cash Flow*
$111
$92
$113
 
 
 
49
GAAP Reconciliation
K-TRON INTERNATIONAL
FISCAL YEAR ENDING
HILLENBRAND
FISCAL YEAR ENDING
SEPTEMBER 30
$ IN MILLIONS
2004
2005
2006
2007
2008
LTM
10/03/09
2007
2008
2009
Net Income
$7
$7
$13
$21
$26
$20
$100
$93
$102
Taxes
2
5
6
9
11
12
57
61
58
Interest
1
1
1
2
1
1
0
2
2
Depreciation &
Amortization
4
4
5
6
6
6
19
19
19
EBITDA
$14
$17
$25
$38
$44
$39
$176
$175
$181
 
 
 
 
Additional Information and Where to Find it

This investor presentation may be deemed to be solicitation material in respect of the proposed acquisition of K-Tron International, Inc. (“K-Tron”) by Hillenbrand, Inc. (“Hillenbrand”).  In connection with the proposed acquisition, K-Tron plans to file a proxy statement with the SEC. INVESTORS AND SECURITY HOLDERS OF K-TRON ARE ADVISED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION. The final proxy statement will be mailed to shareholders of K-Tron. Investors and security holders may obtain a free copy of the proxy statement when it becomes available, and other documents filed by K-Tron with the SEC, at the SEC’s web site at http://www.sec.gov. Free copies of the proxy statement, when it becomes available, and K-Tron’s other filings with the SEC may also be obtained from K-Tron by directing a request to K-Tron International, Inc., Attention: Investor Relations, Route 55 and 553, P.O. Box 888, Pitman, N.J. 08071, or by calling 856-589-0500.

Hillenbrand, K-Tron and their respective directors, executive officers and other members of their management and employees may be deemed to be soliciting proxies from K-Tron shareholders in favor of the proposed acquisition. Information regarding Hillenbrand’s directors and executive officers is available in its 2009 Annual Report on Form 10-K filed with the SEC on November 24, 2009, and definitive proxy statement relating to its 2010 Annual Meeting of Shareholders filed with the SEC on January 5, 2010.  Information regarding K-Tron’s directors and executive officers is available in its 2008 Annual Report on Form 10-K filed with the SEC on March 13, 2009, and definitive proxy statement relating to its 2009 Annual Meeting of Shareholders filed with the SEC on April 6, 2009. Additional information regarding the interests of such potential participants will be included in the proxy statement and the other relevant documents filed with the SEC when they become available.