Item 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On November 6, 2020, Hill-Rom Holdings, Inc. (the "Corporation") announced its earnings for the fourth quarter and fiscal year ended September 30, 2020. Please see the press release furnished as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference (the "Press Release").

In the Press Release, the Corporation uses various non-GAAP measures, including adjusted gross margin, operating margin, income before taxes, income tax expense and diluted earnings per share results, because it uses these measures internally for planning, forecasting and evaluating the performance of the business. In addition, the Corporation analyzes net revenue on a constant currency basis to better measure the comparability of results between periods. The Corporation believes that evaluating growth in net revenue on a constant currency basis provides an additional and meaningful assessment to both management and investors. These measures should not, however, be considered in isolation, as a substitute for, or as superior to measures of financial performance prepared in accordance with GAAP.

The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in such filing.

Item 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

On November 3, 2020, the Board of Directors (the "Board") of the Corporation approved amendments (the "Amendments") to the Corporation's Amended and Restated Code of Bylaws (as amended, the "Bylaws"), which became effective immediately upon adoption by the Board. The Amendments, among other things, expressly permit the Corporation to hold meetings of shareholders by means of remote communication and reflect certain other conforming changes and updates.

The foregoing description of the Bylaws is not complete and is qualified in its entirety by reference to a marked copy of the full text of the Bylaws, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.FINANCIAL STATEMENTS AND EXHIBITS.



(d)Exhibits.

  3.1          Amended and Restated Code of Bylaws of Hill-Rom Holdings, Inc., marked to show
               amendments effective November 3, 2020.
  99.1         Press Release of Hill-Rom Holdings, Inc. dated November 6, 2020.



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