ASTE 10-K Fiscal year ended Dec. 31, 2015

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2015

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________ to _______________________

Commission file number 001-11595

ASTEC INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code:

(423)  899-5898

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

None

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

As of June 30, 2015, the aggregate market value of the registrant's voting and non-voting common stock held by non-affiliates of the registrant was approximately $945,735,000 based upon the closing sales price as reported on the NASDAQ National Market System.

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date:

As of February 9, 2016, Common Stock, par value $0.20 - 22,988,374 shares

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the following documents have been incorporated by reference into the Parts of this Annual Report on Form 10-K indicated:

ASTEC INDUSTRIES, INC.

2015 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Statements contained anywhere in this Annual Report on Form 10-K that are not limited to historical information are considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, without limitation, statements regarding:

·	execution of the Company's growth and operation strategy;

·	plans for technological innovation;

·	compliance with covenants in our credit facility;

·	liquidity and capital expenditures;

·	sufficiency of working capital, cash flows and available capacity under the Company's creditfacilities;

·	compliance with government regulations;

·	compliance with manufacturing and delivery timetables;

·	forecasting of results;

·	general economic trends and political uncertainty;

·	government funding and growth of highway construction and commercial projects;

·	taxes or usage fees;

·	interest rates;

·	integration of acquisitions;

·	industry trends;

·	pricing, demand and availability of steel, oil and liquid asphalt;

·	development of domestic oil and natural gas production;

·	condition of the economy;

·	strength of the dollar relative to foreign currencies;

·	the success of new product lines;

·	presence in the international marketplace;

·	suitability of our current facilities;

·	future payment of dividends;

·	competition in our business segments;

·	product liability and other claims;

·	protection of proprietary technology;

·	demand for products;

·	future filling of backlogs;

·	employees;

·	the seasonality of our business;

·	tax assets and reserves for uncertain tax positions;

·	critical accounting policies and the impact of accounting changes;

·	anticipated future operations in our Brazilian facility;

·	our backlog;

·	ability to satisfy contingencies;

·	contributions to retirement plans and plan expenses;

·	reserve levels for self-insured insurance plans and product warranties;

·	construction of new manufacturing facilities;

·	supply of raw materials; and

·	inventory.

These forward-looking statements are based largely on management's expectations, which are subject to a number of known and unknown risks, uncertainties and other factors discussed in this report and in other documents filed by us with the Securities and Exchange Commission, which may cause actual results, financial or otherwise, to be materially different from those anticipated, expressed or implied by the forward-looking statements.  All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements to reflect future events or circumstances.  You can identify these statements by forward-looking words such as "expect", "believe", "anticipate", "goal", "plan", "intend", "estimate", "may", "will", "should" and similar expressions.

In addition to the risks and uncertainties identified elsewhere herein and in other documents filed by us with the Securities and Exchange Commission, the risk factors described in this document under the caption "Risk Factors" should be carefully considered when evaluating our business and future prospects.

PART I

Item 1 . Business

All dollar amounts included in this section are in thousands.

General

Astec Industries, Inc. (the "Company") is a Tennessee corporation which was incorporated in 1972.  The Company designs, engineers, manufactures and markets equipment and components used primarily in road building and related construction activities as well as other products discussed below.  The Company's products are used in each phase of road building, from quarrying and crushing the aggregate to application of the road surface. The Company also manufactures certain equipment and components unrelated to road construction, including equipment for the mining, quarrying, construction and demolition industries and port and rail yard operators; gas and oil drilling rigs; water well and geothermal drilling rigs; industrial heat transfer equipment; whole-tree pulpwood chippers; horizontal grinders; and blower trucks.  The Company also manufactures a line of multiple use plants for cement treated base, roller compacted concrete and ready-mix concrete.  The Company recently developed and began marketing pelletizing equipment used to compress wood and other products into dense pellets for the renewable energy market among other applications.  The Company's subsidiaries hold 77 United States and 69 foreign patents and have an additional 40 United States and 69 foreign patent applications pending. The Company has been responsible for many technological and engineering innovations in the industries in which it operates.  The Company's products are marketed both domestically and internationally.  In addition to equipment sales, the Company manufactures and sells replacement parts for equipment in each of its product lines and replacement parts for some competitors' equipment.  The distribution and sale of replacement parts is an integral part of the Company's business.

The Company's fifteen manufacturing subsidiaries are:

(i)	Astec, Inc. (including its Dillman division), which designs, engineers, manufactures and markets asphalt plants, wood pellet plants and related components of each;

(ii)	Roadtec, Inc., which designs, engineers, manufactures and markets highway and commercial classes of asphalt pavers, material transfer vehicles, milling machines and a line of soil stabilizing-reclaiming machinery;

(iii)

Carlson Paving Products, Inc., which designs, engineers, manufactures and markets asphalt paver screeds and commercial pavers;

(iv)	Telsmith, Inc., which designs, engineers, manufactures and markets aggregate processing and mining equipment for the production and classification of sand, gravel, crushed stone and minerals used in road construction and other applications;

(v)	Kolberg-Pioneer, Inc., which designs, engineers, manufactures and markets aggregate processing equipment for the crushed stone, gravel, manufactured sand, recycle, top soil and remediation markets;

(vi)	Johnson Crushers International, Inc., which designs, engineers, manufactures and markets portable and stationary aggregate and ore processing equipment for the crushed stone, gravel, manufactured sand, recycle, top soil and remediation markets;

(vii)

Astec Mobile Screens, Inc. which designs, engineers, manufactures and markets mobile screening plants, portable and stationary structures and vibrating screens for the aggregate, recycle and material processing industries;

(viii)

Breaker Technology Ltd/Inc., which designs, engineers, manufactures and markets rock breaking systems in addition to processing equipment and utility vehicles for the mining and quarrying industries;

(ix)

Osborn Engineered Products SA (Pty) Ltd, which designs, engineers, manufactures and markets a complete line of bulk material handling and minerals processing plant and equipment used in the aggregate, mineral mining, metallic mining and recycling industries and also markets equipment produced by other Astec companies;

(x)	Astec do Brasil Fabricacao de Equipamentos Ltda., which manufactures and sells rock crushers, feeders, screens and asphalt plants and represents the brands of several other Astec companies in the South American construction and mining industries;

(xi)	Telestack Limited, acquired in April 2014 and located in Northern Ireland, which designs, manufactures and installs a complete line of material handling systems to serve the port handling, bulk material handling and aggregate markets;

(xii)

Heatec, Inc., which designs, engineers, manufactures and markets thermal fluid heaters, process heaters, waste heat recovery equipment, liquid storage systems and polymer and rubber blending systems;

(xiii)

CEI Enterprises, Inc., which designs, engineers, manufactures and markets thermal fluid heaters, storage tanks, concrete plants and rubberized asphalt and polymer blending systems;

(xiv)

GEFCO, Inc., which designs, engineers, manufactures and markets portable drilling rigs and related equipment for the water well, environmental, groundwater monitoring, construction, geothermal, mining and shallow oil and gas exploration and production industries.  Additionally, during 2015 the Astec Underground, Inc. product lines were absorbed by GEFCO coincident with the closing of Astec Underground, including high pressure diesel powered pump trailers used for fracking and cleaning oil and gas wells and drilling rigs for the oil and gas industries; and

(xv)	Peterson Pacific Corp., which designs, engineers, manufactures and markets whole-tree pulpwood chippers, horizontal grinders and blower trucks.

The Company also has subsidiaries in Australia, Astec Australia Pty Ltd, and Germany, Astec Mobile Machinery GmbH, that market, service and install equipment and provide parts in the regions in which they operate for many of the products produced by the Company's manufacturing subsidiaries.

The Company's strategy is to be the industry's most cost-efficient producer in each of its product lines while continuing to develop innovative new products and provide first class service for its customers.  Management believes that the Company is the technological innovator in the markets in which it operates and is well positioned to capitalize on the need to rebuild and enhance roadway and utility infrastructure as well as in other areas in which it offers products and services, both in the United States and abroad.

Segment Reporting

The Company's business units have their own management teams and offer different products and services.  Since January 1, 2014, the Company's business units have been aggregated into three reportable business segments based upon the nature of the product or services produced, the type of customer for the products, the similarity of economic characteristics, the manner in which management reviews results and the nature of the production process, among other considerations.  The Company's current reportable business segments are (i) Infrastructure Group, (ii) Aggregate and Mining Group and (iii) Energy Group.  The remaining business units not included in one of the reportable segments provide support and corporate oversight for all the Company's business units and include Astec Industries, Inc., the parent company, and Astec Insurance Company, a captive insurance company.  We refer to these two companies as the "Corporate" category throughout this document.  The Company records U.S. federal income tax expenses for all business segments on the parent company's books; therefore, these taxes are included in the Corporate category for segment reporting.

Financial information in connection with the Company's financial reporting for segments of a business and for geographic areas under FASB Accounting Standards Codification 280 is included in Note 17, Operations by Industry Segment and Geographic Area, in "Notes to Consolidated Financial Statements" presented in Appendix A of this report.

Infrastructure Group

The Infrastructure Group segment is made up of five business units.  These business units include Astec, Inc. ("Astec"), Roadtec, Inc. ("Roadtec"), Carlson Paving Products, Inc. ("Carlson"), Astec Mobile Machinery GmbH ("AMM") and Astec Australia Pty Ltd ("Astec Australia").  Three of the business units (Astec, Roadtec and Carlson) design, engineer, manufacture and market a complete line of asphalt and wood pellet plants and their related components, asphalt pavers, screeds, milling machines, material transfer vehicles, stabilizers and related ancillary equipment.  The other two business units (AMM and Astec Australia) primarily sell, service and install products produced by the manufacturing subsidiaries of the Company with a majority of their sales to customers in the infrastructure industry.

Products

Astec designs, engineers, manufactures and markets a complete line of asphalt and wood pellet plants and related components primarily for the asphalt paving and wood pellet industries.  Certain component equipment supplied by Astec for asphalt and wood pellet plants is manufactured by other Company subsidiaries such as heating and storage equipment (manufactured by the Company's Energy Group) and material handling equipment (manufactured by the Company's Aggregate and Mining Group).  A typical asphalt mixing plant consists of heating and storage equipment for liquid asphalt; cold feed bins for blending aggregates; a counter-flow continuous type unit (Astec Double Barrel) for drying, heating and mixing; a baghouse composed of air filters and other pollution control devices; hot storage bins or silos for temporary storage of hot-mix asphalt; and a control house. Astec introduced the concept of high plant portability for asphalt plants in 1979. Its current generation of portable asphalt plants is marketed as the Six Pack and consists of six or more portable components designed to be easily relocated from one construction site to another, thereby reducing relocation expenses. High plant portability represents an industry innovation developed and successfully marketed by Astec. Astec's enhanced version of the Six Pack, known as the Turbo Six Pack, is a highly portable plant which is especially useful in less populated areas where plants must be moved from job-to-job and can be disassembled and erected without the use of cranes.

Astec developed the patented Double Barrel Green System, which allows the asphalt mix to be prepared and placed at lower temperatures than conventional systems and operates with a substantial reduction in emissions during paving and load-out. Previous technologies for warm mix production rely on expensive additives, procedures and/or special asphalt cement delivery systems that significantly increase the cost per ton of mix. The Company's new Astec multi-nozzle device eliminates the need for the expensive additives by mixing a small amount of water and asphalt cement together to create microscopic bubbles that reduce the viscosity of the asphalt mix coating on the rock, thereby allowing the mix to be handled and worked at lower temperatures.

Astec is focused on producing equipment with the most advanced mix recycling technology in the industry.  More tons of asphalt are available for recycling than is currently being utilized due to restrictions in the amount of recycle allowed by various governmental agencies.  Astec's recycle technology is continuously being enhanced and is providing the science to alleviate fears driving these restrictions and thereby improve recycling percentages in the asphalt industry.

The components in Astec's asphalt mixing plants are fully automated and use both microprocessor-based and programmable logic control systems for efficient operation. The plants are manufactured to meet or exceed federal and state clean air standards. Astec also builds batch type asphalt plants and has developed specialized asphalt recycling equipment for use with its hot-mix asphalt plants.

Astec's wood pellet plants have been in commercial production since 2013 . Astec's modular design for its wood pellet plants includes replicated parallel production lines (for instance, a 60 ton-per-hour ("TPH") plant consists of three 20 TPH lines) resulting in very few points in the process where any individual equipment failure can shut the entire plant down.  In most other pellet plant designs, one small equipment failure, such as a dryer outage would mean a total plant shutdown. In a 60 TPH Astec plant, a dryer outage means the plant continues to operate at 40 TPH. In fact, there are very few reasons why the plant would ever be completely shut down. Even major maintenance cycles may be performed line-by-line while the plant continues to operate on the other lines.

Roadtec manufactures asphalt pavers, material transfer vehicles, milling machines, soil stabilizing-reclaiming machinery and other equipment used in road building and resurfacing.  Roadtec pavers have been designed to minimize maintenance costs while exceeding road surface smoothness requirements.  The equipment offered by Roadtec can be used in tandem with each other or separately with equipment already owned by the customer.

Roadtec's Shuttle Buggy is a mobile, self-propelled material transfer vehicle which allows continuous paving by separating truck unloading from the paving process while remixing the asphalt.  A typical asphalt paver must stop paving to permit truck unloading of asphalt mix.  By permitting continuous paving, the Shuttle Buggy allows the asphalt paver to produce a smoother road surface while reducing the time required to pave the road surface and reducing the number of haul trucks required.  As a result of the pavement smoothness achieved with this machine, certain states now require the use of the Shuttle Buggy.  Studies using infrared technology have revealed problems caused by differential cooling of the hot-mix during hauling.  The Shuttle Buggy remixes the material to a uniform temperature and gradation, thus eliminating these problems.  Roadtec's newest version of its highly successful Shuttle Buggy will be introduced to the market in 2016.  Roadtec's paver models recommended for use with the Shuttle Buggy are also designed to carry and spray tack coat directly in front of the hot mix asphalt in a single process.

Roadtec manufactures milling machines designed to remove old asphalt from the road surface before new asphalt mix is applied.  Roadtec's line of milling machine, which are designed for larger jobs, are manufactured with a simplified control system, wide conveyors, direct drives and a wide range of horsepower and cutting capabilities to provide versatility in product application.  In addition to its half-lane and larger highway class milling machines, Roadtec also manufactures a smaller, utility class machine for two to four foot cutting widths and a utility class cold planer model mounted on wheels.

Roadtec currently produces soil stabilizers in configurations of 275HP, 440HP, 625HP and 755HP.  These machines double as asphalt reclaiming machines for road rehabilitations, in addition to their primary purpose of stabilizing soil sub-grades with additives to provide an improved base on which to pave.

Roadtec recently introduced several new products including an international class 2.5 meter track paver designed to carry a tamper bar screed, an international compatible track mounted material transfer vehicle, a sweeper with an integral conveyor and a Tier IV emission compliant eight foot rubber tired paver.

Carlson manufactures its patented screeds which attach to asphalt paving machines and place asphalt on the roadbed at a desired thickness and width while smoothing and compacting the surface.  Carlson screeds can be configured to fit many types of asphalt paving machines, including machines manufactured by both the Company and its competitors. The Carlson screed uses a hydraulic powered generator to electrify elements that heat a screed plate so asphalt will not stick to it while paving.  A generator is also available to power tools or lights for night paving.  Carlson offers options to its screeds which allow extended paving widths and the addition of a curb on the road edge.  Carlson also offers two commercial class eight foot pavers designed for parking lots, residential and secondary road applications to fill the void between competitors' commercial pavers and Roadtec's highway class paver line.

Astec Mobile Machinery functions primarily as a distributor of Roadtec products in the European market.  Additionally, it designed and manufactures a small road widener attachment to meet the unique needs of the European market.

Astec Australia markets relocatable and portable asphalt plants and components produced by Astec, Heatec and CEI, asphalt paving equipment and components produced by Roadtec and Carlson, and aggregate equipment produced by the Company's Aggregate & Mining Group with a majority of their sales being to customers in the infrastructure industry.  In addition to selling equipment, Astec Australia provides complete support for their customers' equipment with service, training and spare parts.  Astec Australia also provides turnkey installation solutions for large asphalt plants, aggregate and mining plants and bitumen tank farms.

Marketing

The Company markets its hot-mix asphalt products domestically under the Astec and Astec Dillman trademarks and internationally under the Astec trademarks.  Asphalt plants and related equipment are sold directly to asphalt producers or domestic and foreign government agencies through Astec's domestic and international sales departments and through a Company owned dealership (Astec Australia), although independent agents are also used to market asphalt plants and their components in certain international markets.  The Company markets wood pellet plants to individual plant operators supplying wood pellets to the utility and home-use industries.

The Company markets its asphalt paving equipment both domestically and internationally to highway and heavy equipment contractors, utility contractors and foreign and domestic governmental agencies both directly and through dealers (including AMM in the European market).  Mobile construction equipment and factory authorized machine rebuild services are marketed both directly and through dealers.

This segment employs 88 direct sales staff, 74 domestic independent distributors and 92 international independent distributors, including Astec-owned distributors in Australia and Germany.

Raw Materials

Raw materials used in the manufacture of products in the Infrastructure Group include carbon steel, pipe and various types of alloy steel, which are normally purchased from distributors and other sources.  Raw materials for manufacturing are normally readily available.  Most steel is delivered on a "just-in-time" arrangement from the supplier to reduce inventory requirements at the manufacturing facilities, but steel is occasionally inventoried after purchase.  Other components used in the manufacturing processes include engines, gearboxes, power transmissions and electronic systems.

Competition

This industry segment faces strong competition in price, service and product performance and competes with both large publicly-held companies and various smaller manufacturers. Domestic hot-mix asphalt plant competitors include Gencor Industries, Inc., ADM and Almix.  In the international market, the hot-mix asphalt plant competitors include Ammann, Fayat/Marini, Benninghoven/Wirtgen and local manufacturers.  Paving equipment and screed competitors include Weiler, Caterpillar Paving Products, Inc., Volvo Construction Equipment, Vogele America, a subsidiary of Wirtgen America, Dynapac, a subsidiary of Atlas-Copco, Bomag Fayat Group and Lee Boy.  The segment's milling machine equipment competitors include Wirtgen, CMI, Caterpillar, Bomag, Dynapac and Volvo.  The Company believes that it is the only company offering a single source for a complete pellet plant as known competitors only sell individual plant components thereby requiring the customer to purchase the remaining plant components from other sources.

Employees

At December 31, 2015, the Infrastructure Group segment employed 1,395 individuals, of which 935 were engaged in manufacturing, 162 in engineering and 298 in selling, general and administrative functions. None of the employees of the Infrastructure Group are covered by collective bargaining agreements.

Backlog

The backlog for the Infrastructure Group at December 31, 2015 and 2014 was approximately $203,830 and $147,190, respectively. Approximately $60,249 of the 2015 and $59,275 of the 2014 backlog relates to the Company's first three-line pellet plant order from a single customer.  Substantially all of this order was manufactured and delivered to the customer prior to December 31, 2015.  As the Company is financing this sale, revenue recognition on the plant sale will not occur until customer payments are received.  The 2015 backlog also includes a $29,273 order for the first line of an expected four-line pellet plant order from another customer.  Substantially all of this order was shipped by December 31, 2015 and the Company expects to recognize the related revenue in the first half of 2016.  Management expects the current backlog to be filled in 2016.

Aggregate and Mining Group

The Company's Aggregate and Mining Group is comprised of eight business units which are focused on designing and manufacturing heavy processing equipment, servicing and supplying parts for the aggregate, metallic mining, recycling, ports and bulk handling markets.  These business units achieve their strength by distributing products into niche markets and drawing on the advantages of the Company's technical experience and brand recognition in the global market.  These business units are Telsmith, Inc. ("Telsmith"), Kolberg-Pioneer, Inc. ("KPI"), Astec Mobile Screens, Inc. ("AMS"), Johnson Crushers International, Inc. ("JCI"), Breaker Technology Ltd/Breaker Technology, Inc. ("BTI"), Osborn Engineered Products, SA (Pty) Ltd ("Osborn"), Astec do Brasil Fabricacao de Equipamentos Ltda. ("Astec Brazil") and Telestack Limited ("Telestack"), which was acquired in April 2014.

Products

Telsmith designs, engineers, manufactures and supports equipment servicing the aggregate, metallic mining, concrete and asphalt, recycling markets. Telsmith's core products are crushers, vibrating equipment, modular relocatable stationary plants, mobile portable plants and larger track mounted systems.  Telsmith also provides consulting and engineering services to provide complete "turnkey" processing systems.

Telsmith maintains an ISO 9001:2008 certification, an internationally recognized standard of quality assurance. In addition, Telsmith has achieved CE designation (a standard for quality assurance and safety) on its crushing and vibration equipment products marketed into European Union countries.

Telsmith recently introduced new models expanding its Hydra Jaw line and T-Series Cone Crusher product lines. These products are advanced in design with patent pending features to address customer needs such as easier maintenance, increased safety and higher production rates.

KPI, JCI and AMS design, engineer, manufacture and support equipment that serves the aggregate, metallic and nonmetallic, bulk handling and concrete and asphalt recycling markets.  KPI's, JCI's and AMS's core products include crushers, vibrating equipment including high frequency, washing equipment, material handling equipment, stationary plants, portable plants including the industry recognized Fast Pack System, and a complete line of fast track and global track systems.  This equipment is marketed through an extensive network of KPI-JCI and AMS distributors.  In 2015, JCI added 10,000 square feet to its manufacturing plant to expand its cone crushing production capabilities.

During 2015, KPI, JCI and AMS  expanded their product offering of the Global Trax by adding the GT104 and GT205MF mobile track-screens. They added a new model to the Vanguard Crusher Series, a 2056 Gravel Jaw, and introduced an industry first JCI 4-deck Horizontal Screen line. These new products specifically meet the needs of the companies' growing global customer base.

KPI, JCI and AMS mobile plants combine various combinations of cone crushers, horizontal screens, combo screens and conveyors mounted on tow away chassis and track chassis configurations.  Due to high transportation costs of construction materials, many producers use portable equipment to process materials they need close to their job sites.  Portable plants allow aggregate producers the ability to quickly and efficiently move equipment from one location to another as their jobs necessitate.   The portable track plants are fully self-contained and allow operators to be producing materials within minutes of unloading equipment off of their transport trucks.  The introduction of track-mounted crushing and screening plants has enabled contractors to perform jobs that in the past were not economically feasible and also allows dealers to compete in the large track-mounted rental market.

KPI, JCI and AMS sand classifying and washing equipment is designed to clean, separate and re-blend material from sand deposits to meet the size specifications for critical applications. KPI-JCI and AMS products include fine and coarse material washers, log washers, blade mills, sand classifying tanks, cyclones, dewatering screens, density classifiers, sieve blend screens and attrition cells. KPI-JCI and AMS also offer additional portable and stationary plants to handle the growing needs in construction sands, specialty sands and fines recovery.  Screening plants are available in both stationary and highly portable models and are complemented by a full line of radial stacking and overland belt conveyors.

KPI, JCI and AMS conveying equipment is designed to move or store aggregate and other bulk materials in radial cone-shaped or windrow stockpiles. The KPI-JCI and AMS SuperStacker telescoping conveyor and Wizard Touch automated controls are designed to add efficiency and accuracy to whatever the stockpile specifications require. Additionally, high capacity rail and barge loading/unloading material handling systems are an important part of the KPI-JCI and AMS product lines.

KPI, JCI and Astec Mobile Screens also recently launched a  competitively-priced brand of cone wear liner and jaw die wear lines designed by the Company's  foundry experts who specialize in metallurgy and manufacturing engineering. These parts are offered in addition to the company's OEM and PDQ parts as part of its comprehensive parts offering sold through its global dealer network.

BTl located in Thornbury, Canada, designs, engineers, manufactures and markets a complete line of industry leading rockbreaker systems for the mining, quarry and recycling markets, and provides large-scale stationary rockbreakers for open pit mining, as well as mid-sized stationary rock breakers for underground applications. In addition BTI offers a full line of smaller rock breaker systems for mobile track and portable primary crushing plants.  BTl also designs, engineers, manufactures and markets a complete line of four wheel drive articulated production and utility vehicles, scalers and rock breakers for underground mining.

In addition to supplying equipment for the mining and quarry industries, BTl also designs, manufactures and markets a complete line of hydraulic breakers, compactors and demolition attachments for the North American construction and demolition markets.

BTl maintains ISO9001:2008 and 14001:2004 certifications, internationally recognized standards of quality and environmental assurance. BTI has adhered to the OHSAS 18001 Occupational Health & Safety standards and expects to achieve certification in 2016.  BTl offers an extensive aftermarket sales and service program through a highly qualified and trained dealer network.

During 2015, BTI designed a new generation of mechanized scaler for ground control of underground hard rock mines, with the first machines expected to be operational in 2016.  Refinements and improvements to its hydraulic breaker line of equipment were also launched during 2015.

Osborn, which is located in South Africa, maintains an ISO:9001:2008 certification for quality assurance and designs, engineers, manufactures and markets a range of minerals processing equipment. This equipment is used in the aggregate, mining, metallurgical and recycling industries. Osborn has been a licensee of Telsmith's technology for over 60 years and recently became a licensee of KPI's vertical and horizontal shaft impact crushers.  Osborn also offers the following equipment: mineral sizers; single and double-toggle jaw crushers; cone crushers; rotary breakers; roll crushers; rolling ring crushers; mills; out-of-balance or exciter-driven screens and feeders; modular "containerized" crusher and screening systems  and a full range of idlers.  Osborn also markets equipment produced by other Astec companies in the sub-Saharan African market acting as an Astec Company Store.

Osborn has recently added a number of new products to its product offerings, including a 300 HP gyratory crusher for secondary applications, horizontal shaft impactors, an extension to the range of out-of-balance exciter gearboxes and a low profile apron feeder, in addition to numerous modernization and updates to its existing product lines .

Assembly operations began in Astec Brazil's newly constructed 132,400 square foot facility in the fourth quarter of 2014 and complete production operations began in the first quarter of 2015.  Manufacturing operations, sales, distribution and product support are all located within the new facility, which currently employees 58 out of an ultimately expected 120 employees at full capacity.  During 2015, the facility began the manufacture of crushing equipment, vibrating equipment, stationary plants and mobile portable systems. They represent the brands of KPI-JCI, AMS, BTI and Telsmith in the aggregate and mining markets. Astec Brazil also operated as a Company Store in the Brazilian market for the other Astec Aggregate and Mining companies and Astec asphalt plants.

Additionally, in late 2015, Astec Brazil started production of its first asphalt plant.  The Company also plans to manufacture other product lines at the facility in the future. Once fully funded, Astec Brazil is expected to be 75% owned by the Company, with the other 25% being owned by MDE, a recognized leader in providing material handling solutions to the Brazilian mining market.

Telestack, located in Omagh, Northern Ireland, designs, engineers, manufactures and markets mobile bulk material handling solutions that are designed to handle all free flowing bulk materials including but not limited to ores, coal, aggregates, fertilizers, grains, woodchips and pellets. Telestack's comprehensive suite of product offerings is sold on a global basis and operates within a significant number of working environments such as mines, quarries, ports, rail yards, power stations and steel mills.

Telestack maintains ISO9001:2008 (quality assurance), ISO 14001:2004 (environmental assurance) and ISO 18001:2007 (health and safety assurance) accreditations.  Telestack is also an approved supplier of equipment that conforms to Western Australian Mining Standards (As 4524:1).

Telestack introduced several new products during 2015 including the two new TS "AggStack" models, telescoping anti-segregation stockpile conveyors that can be shipped in 40 foot shipping containers. Telestack also designed and delivered a new larger loader than previously offered for a major USA aggregate producer which reduces the handling costs of loading barges for transport of aggregates.

Marketing

Aggregate processing and mining equipment is marketed by approximately 132 direct sales employees, 196 domestic independent distributors and 144 international independent distributors.  The principal purchasers of aggregate processing equipment include highway and heavy equipment contractors, sand and gravel producers, recycle and crushing contractors, mine operators, quarry operators, port and inland terminal authorities, power stations and foreign and domestic governmental agencies.

Raw Materials

Raw materials used in the manufacture of products in the Aggregate and Mining Group include carbon steel and various types of alloy steel, which are normally purchased from distributors.  Raw materials for manufacturing are normally readily available.  BTI purchases hydraulic breakers under a purchasing arrangement with a South Korean supplier.  The Company believes the South Korean supplier has sufficient capacity to meet the Company's anticipated demand; however, alternative suppliers exist for these components should any supply disruptions occur.

Competition

The Aggregate and Mining Group faces strong competition in price, service and product performance.  Aggregate and Mining equipment competitors include Metso Minerals, Sandvik Mining and Construction, Terex MP and Powerscreen, Atlas Copco Mining, McCloskey, Superior Industries, Wirtgen (Klemmann), Deister,  McLanahan, CDE Global, Weir Minerals (Trio) and other smaller manufacturers, both domestic and international.

Employees

At December 31, 2015, the Aggregate and Mining Group segment employed 1,570 individuals, of which 1,106 were engaged in manufacturing, 146 in engineering and engineering support functions and 318 in selling, general and administrative functions.

Telsmith has a labor agreement covering approximately 165 manufacturing employees which expires on September 17, 2017.  Approximately 125 of Osborn's manufacturing employees fall within the scope of a collective labor union agreement that expires on June 30, 2017. None of the other employees of the Aggregate and Mining Group are covered by collective bargaining agreements.

Backlog

At December 31, 2015 and 2014, the backlog for the Aggregate and Mining Group was approximately $74,484 and $89,789, respectively.  Approximately $10,500 of the decline in backlogs between years relates to orders from international customers.  Management expects the current backlog to be filled in 2016.

Energy Group

The Company's Energy Group is currently comprised of four business units focused on supplying heavy equipment such as heaters, drilling rigs, concrete plants, wood chippers and grinders, pump trailers, storage equipment and related parts to the oil and gas, construction, and water well industries.  The business units currently included in the Energy Group are Heatec, Inc. ("Heatec"), CEI, Inc. ("CEI"), GEFCO, Inc. ("GEFCO") and Peterson Pacific, Inc. ("Peterson").  The Energy Group previously included the operations of Astec Underground, Inc. ("Astec Underground") located in Loudon, Tennessee.  Astec Underground ceased operations in May 2015, the manufacturing facilities were sold later in 2015 and the responsibility for the sales and manufacturing responsibilities for the Astec Underground product lines were transferred to GEFCO during 2015.

Products

Heatec designs, engineers, manufactures and markets a variety of thermal fluid heaters, process heaters, waste heat recovery equipment, liquid storage systems and polymer and rubber blending systems under the HEATEC trademark.  For the construction industry, Heatec designs and manufactures a complete line of asphalt heating and storage equipment to serve the hot-mix asphalt industry including complete asphalt terminal facilities.  In addition, Heatec builds a wide variety of heaters to fit a broad range of applications, including heating equipment for marine vessels, roofing material plants, refineries, oil sands, energy related processing, chemical processing, rubber plants and water heaters for many industrial applications.  Heatec has the technical staff to custom design heating systems and has systems operating as large as 50 million BTU's per hour.

CEI designs, engineers, manufactures and markets thermal fluid heaters, portable and stationary storage tanks, rubberized asphalt and polymer blending systems for the asphalt and other industries.  CEI also designs and builds continuous and batch type concrete production plants as well as water heaters and other equipment for the concrete industry. The Company believes the CEI continuous production plant is the most innovative plant in the concrete industry and is designed to produce consistent high quality, low cost concrete due to its advanced process control.

GEFCO designs and manufactures portable drilling rigs and related equipment for the water well, environmental, groundwater monitoring, construction, mining and shallow oil and gas exploration and production industries. Portable drilling rigs are offered in a variety of designs with optional equipment, including truck, trailer or track mounted units, diesel engine on deck or Power Take Off powered units, hydraulic pump drives, transmission, hydraulic pumps and motors, hydraulic cylinders, gear boxes, plumbing and all related controls.

During 2015, GEFCO absorbed responsibility for the design, manufacture and sales of the product lines previously produced by Astec Underground, including large oil and gas well drilling equipment and a trailer-mounted double fluid pumper for use in the hydraulic fracturing and the oil and gas extraction industries.

GEFCO is in the process of introducing a new, smaller drilling rig with improved functionality to serve the residential geothermal, environmental and geotechnical markets.  The new rigs will be offered in both truck-mounted and track-mounted options.

Peterson designs, engineers, manufactures and distributes large whole-tree pulpwood chippers, biomass chippers, horizontal grinders and blower trucks primarily for the construction, landscaping, recycling, and biomass energy markets.  A deck screen model for the wood chipping and grinding market is produced for Peterson by JCI.  Peterson has granted rights under a licensing agreement to Morbark, USA, whereby Morbark may produce and sell certain grinder equipment covered by a Peterson patent.

Marketing

The Energy Group markets its products domestically through a combination of employee sales agents, manufacturer reps and distributors, while international sales are typically accomplished with the assistance of independent sales agents.  The group's products are marketed by approximately 56 direct sales employees, 38 domestic independent distributors and 27 international independent distributors. Customers typically include oil and gas field operators, industrial product manufacturers, independent contractors and government agencies.  The market for the Company's heat transfer equipment is diverse because of the multiple applications for such equipment.

Raw Materials

Raw materials used in the manufacture of products in the Energy Group include carbon steel and various types of alloy steel, which are normally purchased from distributors and other sources.  Raw materials for manufacturing are normally readily available.  Most steel is delivered on a "just-in-time" arrangement from suppliers to reduce inventory requirements at the manufacturing facilities, but steel is occasionally inventoried after purchase.  Components used in the manufacturing process include engines, hydraulic pumps and motors, gearboxes, burners, power transmissions and electronic systems.

Competition

The Energy Group faces strong competition in price, service and product performance and competes both with large companies that have resources significantly greater than those of the Company and with various smaller manufacturers.  Major competitors include Gencor, Almix, Fulton, Sigma Thermal, Erie Strayer, Con-E-Co, Meeker, Versa Drill, Schramm, Atlas Copco, National Oil Well, Blohm & Vos, Oil Country, NOV/Rolligon, Stewart & Stevenson, Dragon, Morbark, CBI (Terex), Precision Doppstadt, Bandit, Jenz, Komptech and Fin.

Employees

At December 31, 2015, the Energy Group segment employed 734 individuals, of which 484 were engaged in manufacturing, 92 in engineering and 158 in selling, general and administrative functions.  GEFCO has a collective bargaining agreement in place for approximately 73 manufacturing employees.  The current agreement expires on May 30, 2016. None of the other employees of the Energy Group are covered by collective bargaining agreements.

Backlog

The backlog for the Energy Group at December 31, 2015 and 2014 was approximately $34,977 and $95,072, respectively.  Approximately $43,300 of the decline in backlog between years relates to orders from international customers.  Management expects all of the current backlog to be filled in 2016.

Corporate (Other Business Units)

This category consists of the two business units that do not meet the requirements of separate disclosure as an operating segment or inclusion in one of the other reporting segments and includes Astec Industries, Inc., the parent company, and Astec Insurance Company, a captive insurance company.  These two companies provide support and corporate oversight for all the other business units.  The Company records U.S. federal income tax expenses for all business segments on the parent company's books; therefore, these taxes are included in the Corporate category for segment reporting.

Employees

At December 31, 2015, the Corporate category employed 41 individuals, all of which were engaged in selling, general and administrative functions.

Common to All Operating Segments

The following information applies to all operating segments of the Company.

Raw Materials

Steel is a major component in the Company's equipment. Steel prices declined significantly during the majority of 2015 due in large part to the decline in primary steel making materials. Pricing appears to have bottomed out in late 2015. Moderate seasonal price increases are expected during the first six months of 2016. The Company continues to utilize forward-looking contracts coupled with advanced steel purchases to minimize the impact of any price increases.  The Company will review the trends in steel prices entering into the second half of 2016 and establish future contract pricing accordingly.

Government Regulations

The Company is subject to various laws and governmental regulations concerning environmental matters and employee safety and health in the United States and other countries. The Environmental Protection Agency, the Occupational Safety & Health Administration, other federal agencies and certain state agencies have the authority to promulgate regulations that have an effect on the Company's operations.  Many of these federal and state agencies may seek fines and penalties for violations of these laws and regulations.  The Company has been able to operate under these laws and regulations without any material adverse effect on its business.

None of the Company's operating segments operate within highly regulated industries.  However, air pollution control equipment manufactured by the Company, principally for hot-mix asphalt plants, must comply with certain performance standards promulgated by the federal Environmental Protection Agency under the Clean Air Act applicable to "new sources" or new plants.  Management believes the Company's products meet all material requirements of such regulations and applicable state pollution standards and environmental protection laws.

In addition, due to the size and weight of certain equipment the Company manufactures, the Company and its customers may encounter conflicting state regulations on maximum weights transportable on highways.  Also, some states have regulations governing the operation of asphalt mixing plants, and most states have regulations relating to the accuracy of weights and measures, which affect some of the control systems manufactured by the Company.

Compliance with these government regulations has no material effect on the Company's capital expenditures, earnings, or competitive position within the market.

Employees

At December 31, 2015, the Company and its subsidiaries employed 3,740 individuals, of which 2,525 were engaged in manufacturing, 400 in engineering, including support staff, and 815 in selling, administrative and management functions.

Other than the Telsmith and Osborn labor agreements described under the "Employee" subsection of the Aggregate and Mining Group above and the GEFCO labor agreement described under the "Employee" subsection of the Energy Group above, there are no other collective bargaining agreements applicable to employees of the Company or its subsidiaries.  The Company considers its employee relations to be good.

Manufacturing

The Company manufactures many of the component parts and related equipment for its products, while several large components of its products are purchased "ready-for-use".  Such items include engines, axles, tires and hydraulics.  In many cases, the Company designs, engineers and manufactures custom component parts and equipment to meet the particular needs of individual customers.  Manufacturing operations during 2015 took place at 19 separate locations.  The Company's manufacturing operations consist primarily of fabricating steel components and the assembly and testing of its products to ensure that the Company achieves quality control standards.

Seminars and Technical Bulletins

The Company periodically conducts technical and service seminars, which are primarily for dealer representatives, contractors, owners, employees and other users of equipment manufactured by the Company.  In 2015, approximately 495 representatives of contractors and owners of hot-mix asphalt plants attended seminars held by the Company in Chattanooga, Tennessee.  These seminars, which are led by Company management and employees, along with select outside speakers and discussion leaders, cover a range of subjects, including, but not limited to, technological innovations in the hot-mix asphalt, aggregate processing, paving, milling and recycling markets.

The Company also sponsors executive seminars for the management of the customers of Astec, Heatec, CEI and Roadtec.  Primarily, members of the Company's management conduct the various seminars, but outside speakers and discussion leaders are also utilized.

During 2015, nine service training seminars were held at the Roadtec facility for approximately 530 customer representatives, and six remote seminars were conducted at other locations for approximately 185 additional customer personnel.  Telsmith conducted three technical seminars for approximately 120 customer and dealer representatives during 2015.  KPI, JCI and AMS jointly conduct National Dealers Conference, an annual dealer event. The event offers the entire dealer network a preview of future products, marketing and promotional programs to help dealers operate successful businesses. In addition to this event, the companies also provide factory customer and dealer training and on-site local, regional and national sales training programs throughout the year.

In addition to seminars, the Company publishes a number of technical bulletins and information bulletins detailing various technological and business issues relating to the industries in which it operates.

Patents and Trademarks

The Company seeks to obtain patents to protect the novel features of its products and processes.  The Company's subsidiaries hold 77 United States patents and 69 foreign patents.  The Company's subsidiaries have 40 United States and 69 foreign patent applications pending.

The Company and its subsidiaries have 77 trademarks registered in the United States, including logos for Astec, Astec Dillman, Carlson Paving, CEI, GEFCO, Heatec, JCI, Peterson Pacific, Roadtec, and Telsmith, and the names ASTEC, CARLSON, HEATEC, JCI, KOLBERG, PETERSON, ROADTEC and TELSMITH, as well as a number of other product names.  The Company also has 88 trademarks registered in foreign jurisdictions, including Australia, Brazil, Canada, China, France, Germany, Great Britain, India, Italy, Mexico, South Africa, South Korea, Thailand, Vietnam and the European Union.  The Company and its subsidiaries have 4 United States and 13 foreign trademark registration applications pending.

Engineering and Product Development

The Company dedicates substantial resources to engineering and product development. At December 31, 2015, the Company and its subsidiaries had 400 full-time individuals employed in engineering and design capacities.

Seasonality and Backlog

Revenues for recent years, adjusted for acquisitions, have been strongest during the first half of the year, with the second half of the year consistently being weaker. We expect future operations in the near term to be typical of this historical trend.

As of December 31, 2015 and 2014, the Company had a backlog for delivery of products at certain dates in the future of approximately $313,291 and $332,051, respectively.  The Company's contracts reflected in the backlog generally are not, by their terms, subject to termination.  Management believes the Company is in substantial compliance with all manufacturing and delivery timetables.

Competition

Each business segment operates in domestic markets that are highly competitive with respect to price, service and product quality.  While specific competitors are named within each business segment discussion above, imports do not generally constitute significant competition for the Company in the United States, except for milling machines and track-mounted crushers.  In international sales, however, the Company often competes with foreign manufacturers that may have a local presence in the market the Company is attempting to penetrate.

In addition, asphalt and concrete are generally considered competitive products as a surface choice for new roads and highways.  A portion of the interstate highway system is paved in concrete, but over 90% of all surfaced roads in the United States are paved with asphalt.  Although concrete is used for some new road surfaces, asphalt is used for most resurfacing.

Available Information

The Company's internet website can be found at www.astecindustries.com.  We make available, free of charge on or through our internet website, access to our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after such material is filed with, or furnished to, the Securities and Exchange Commission. Information contained in our website is not part of, and is not incorporated into, this Annual Report on Form 10-K.

Item 1A . Risk Factors

Downturns in the general economy or the commercial and residential construction industries may adversely affect our revenues and operating results.

General economic downturns, including downturns in the commercial and residential construction industries, could result in a material decrease in our revenues and operating results.  Demand for many of our products, especially in the commercial construction industry, is cyclical.  Sales of our products are sensitive to the states of the U.S., foreign and regional economies in general, and in particular, changes in commercial construction spending and government infrastructure spending.  In addition, many of our costs are fixed and cannot be quickly reduced in response to decreased demand.  The following factors could cause a downturn in the commercial and residential construction industries:

·	a decrease in the availability of funds for construction;

·	declining economy domestically and internationally;

·	labor disputes in the construction industry causing work stoppages;

·	rising gas and oil prices;

·	rising steel prices and steel surcharges;

·	rising interest rates;

·	energy or building materials shortages;

·	inclement weather; and

·	availability of credit for customers.

Downturns in the general economy and restrictions in the credit markets may negatively impact our earnings, cash flows and/or financial position and access to financing sources by the Company and our customers.

Worldwide economic conditions and the international credit markets have significantly deteriorated in recent years and may remain depressed for the foreseeable future. Continued deterioration of economic conditions and credit markets could adversely impact our earnings as sales of our products are sensitive to general declines in U.S. and foreign economies and the ability of our customers to obtain credit.  In addition, we rely on the capital markets and the banking markets to meet our financial commitments and short-term liquidity needs if internal funds are not available from our operations. Further disruptions in the capital and credit markets, or deterioration of our creditors' financial condition, could adversely affect the Company's ability to draw on its revolving credit facility.  The Company's current credit facility expires in April 2017, and deterioration in the credit markets could make it more difficult or expensive for us to replace our current credit facility, enter into a new credit facility or obtain additional financing.

A decrease or delay in government funding of highway construction and maintenance may cause our revenues and profits to decrease.

Many of our customers depend on government funding of highway construction and maintenance and other infrastructure projects.  Any decrease or delay in government funding of highway construction and maintenance and other infrastructure projects could cause our net sales and profits to decrease.  Historically, federal government funding of infrastructure projects has typically been accomplished through bills that establish funding over a multi-year period, such as the Safe, Accountable, Flexible and Efficient Transportation Equity Act - A Legacy for Users ("SAFETEA-LU"), which provided $286.5 billion to fund federal transit projects from 2004 to 2009.  SAFETEA-LU funding expired on September 30, 2009, and federal transportation funding operated on a number of shorter term appropriations until December 4, 2015 when the Fixing America's Surface Transportation Act ("FAST Act") signed into law.  Included in the  $305 billion FAST Act was approved funding for highways of approximately $205 billion and transit projects of approximately $48 billion for the five year period ending September 30, 2020.

Given the inherent uncertainty in the political process, the level of government funding for federal highway projects will similarly continue to be uncertain.  Governmental funding that is committed or earmarked for federal highway projects is always subject to repeal or reduction.  Although continued funding under the FAST Act is expected, it may be at lower levels than originally approved.  In addition, Congress could pass legislation in future sessions that would allow for the diversion of previously appropriated highway funds for other national purposes, or it could restrict funding of infrastructure projects unless states comply with certain federal policies.

The cyclical nature of our industry and the customization of the equipment we sell may cause adverse fluctuations to our revenues and operating results.

We sell equipment primarily to contractors whose demand for equipment depends greatly upon the volume of road or utility construction projects underway or to be scheduled by both government and private entities.  The volume and frequency of road and utility construction projects are cyclical; therefore, demand for many of our products is cyclical.  The equipment we sell is durable and typically lasts for several years, which also contributes to the cyclical nature of the demand for our products.  As a result, we may experience cyclical fluctuations to our revenues and operating results. Any difficulty in managing the Company's manufacturing workflow during downturns in demand could adversely affect our financial results.

A significant change in the price or availability of oil could reduce demand for our products.  Significant increases in the purchase price of certain raw materials used to manufacture our equipment could have a negative impact on the cost of production and related gross margins.

A significant portion of our revenues relates to the sale of equipment involved in the production, handling, recycling or installation of asphalt mix.  Liquid asphalt is a byproduct of the refining of oil, and asphalt prices correlate with the price and availability of oil.  An increase in the price of oil or a decrease in the availability of oil would increase the cost of producing asphalt, which would likely decrease demand for asphalt, resulting in decreased demand for many of our products.  This would likely cause our revenues and profits to decrease.  Rising gasoline, diesel fuel and liquid asphalt prices will also adversely impact the operating and raw material costs of our contractor and aggregate producer customers, and if such customers do not properly adjust their pricing, they could experience reduced profits resulting in possible delays in purchasing capital equipment.

Contrary to the impact of increasing oil prices on many of the Company's products impacted by changes in the cost of asphalt mix as discussed above, the products manufactured by the Company's Energy Group, which are used in drilling for oil and natural gas, in heaters for refineries and oil sands, and in double fluid pump trailers for fracking and oil and gas extraction, would be negatively impacted by lower oil and natural gas prices, to the extent that such lower prices lead to decreased development in the oil and natural gas production industries.

Steel is a major component in the Company's equipment. Steel prices fluctuate routinely. Our reliance on third-party suppliers for steel and other raw materials exposes us to volatility in the prices and availability of these materials. Price increases or a decrease in the availability of these raw materials could increase our operating costs and adversely affect our financial results.

Acquisitions that we have made in the past and future acquisitions involve risks that could adversely affect our future financial results.

We have completed several acquisitions in the past, including the acquisition of Telestack Limited in April 2014.  We may acquire additional businesses in the future.  We may be unable to achieve the benefits expected to be realized from our acquisitions.  In addition, we may incur additional costs and our management's attention may be diverted because of unforeseen expenses, difficulties, complications, delays and other risks inherent in acquiring businesses, including the following:

·	we may have difficulty integrating the financial and administrative functions of acquired businesses;

·	acquisitions may divert management's attention from our existing operations;

·	fluctuations in exchange rates and a weakening of the dollar may impact the competitiveness of acquired businesses;

·	we may have difficulty in competing successfully for available acquisition candidates, completing future acquisitions or accurately estimating the financial effect of any businesses we acquire;

·	we may have delays in realizing the benefits of our strategies for an acquired business;

·	we may not be able to retain key employees necessary to continue the operations of the acquired business;

·	acquisition costs may deplete significant cash amounts or may decrease our operating income;

·	we may choose to acquire a company that is less profitable or has lower profit margins than our company;

·	future acquired companies may have unknown liabilities that could require us to spend significant amounts of additional capital; and

·	we may incur domestic or international economic declines that impact our acquired companies.

Competition could reduce revenue from our products and services and cause us to lose market share.

We currently face strong competition in product performance, price and service.  Some of our domestic and international competitors have greater financial, product development and marketing resources than we have.  If competition in our industry intensifies or if our current competitors enhance their products or lower their prices for competing products, we may lose sales or be required to lower the prices we charge for our products.  This may reduce revenue from our products and services, lower our gross margins or cause us to lose market share.

Our success depends on key members of our management and other employees.

Certain members of our senior management team are of significant importance to our business and operations.  The loss of their services may adversely affect our business.  In addition, our ability to attract and retain qualified engineers, skilled manufacturing personnel and other professionals, either through direct hiring or acquisition of other businesses employing such professionals, will also be an important factor in determining our future success.

Difficulties in managing and expanding in international markets could divert management's attention from our existing operations.

In 2015, international sales represented approximately 26.5% of our total sales as compared to 32.9% in 2014.  We plan to continue our significant sales and production efforts in international markets.  In connection with any increase in international sales efforts, we will need to hire, train and retain qualified personnel in countries where language, cultural or regulatory barriers may exist.  Any difficulties in expanding our international sales may divert management's attention from our existing operations.  In addition, international revenues are subject to the following risks:

·	fluctuating currency exchange rates, which can reduce the profitability of foreign sales;

·	the burden of complying with a wide variety of foreign laws and regulations;

·	dependence on foreign sales agents;

·	political and economic instability of governments;

·	the imposition of protective legislation such as import or export barriers; and

·	fluctuating strengths or weakness of the dollar, which can impact net sales or the cost of purchased products.

We may be unsuccessful in complying with the financial ratio covenants or other provisions of our credit agreement.

As of December 31, 2015, we were in compliance with the financial covenants contained in our credit agreement with Wells Fargo Bank, N.A.  However, in the future we may be unable to comply with the financial covenants in our credit facility or to obtain waivers with respect to such financial covenants.  If such violations occur, the Company's creditors could elect to pursue their contractual remedies under the credit facility, including requiring immediate repayment in full of all amounts then outstanding.  As of December 31, 2015, the Company had no outstanding borrowings under the Wells Fargo credit agreement but did have $17,684 of letters of credit outstanding under the credit agreement.  Additional amounts may be borrowed in the future.  The Company's Osborn, Astec Brazil, Telestack and Astec Australia subsidiaries have entered into their own independent loan agreements.

Our quarterly operating results are likely to fluctuate, which may decrease our stock price.

Our quarterly revenues, expenses and operating results have varied significantly in the past and are likely to vary significantly from quarter to quarter in the future.  As a result, our operating results in some quarters may fall below the expectations of securities analysts and investors, which could result in a decrease in the market price of our common stock.  The reasons our quarterly results may fluctuate include:

·	general competitive and economic conditions, domestically and internationally;

·	delays in, or uneven timing in, the delivery of customer orders;

·	the seasonal trend in our industry;

·	the introduction of new products by us or our competitors;

·	product supply shortages; and

·	reduced demand due to adverse weather conditions.

Period-to-period comparisons of such items should not be relied on as indications of future performance.

We may face product liability claims or other liabilities due to the nature of our business.  If we are unable to obtain or maintain insurance or if our insurance does not cover liabilities, we may incur significant costs which could reduce our profitability.

We manufacture heavy machinery, which is used by our customers at excavation and construction sites, ports and inland terminals and on high-traffic roads.  Any defect in or improper operation of our equipment can result in personal injury and death, and damage to or destruction of property, any of which could cause product liability claims to be filed against us.  The amount and scope of our insurance coverage may not be adequate to cover all losses or liabilities we may incur in the event of a product liability claim.  We may not be able to maintain insurance of the types or at the levels we deem necessary or adequate or at rates we consider reasonable.  Any liabilities not covered by insurance could reduce our profitability or have an adverse effect on our financial condition.

If we are unable to protect our proprietary technology from infringement or if our technology infringes technology owned by others, then the demand for our products may decrease or we may be forced to modify our products, which could increase our costs.

We hold numerous patents covering technology and applications related to many of our products and systems as well as numerous trademarks and trade names registered with the U.S. Patent and Trademark Office and in foreign countries.  Our existing or future patents or trademarks may not adequately protect us against infringements, and pending patent or trademark applications may not result in issued patents or trademarks.  Our patents, registered trademarks and patent applications, if any, may not be upheld if challenged, and competitors may develop similar or superior methods or products outside the protection of our patents.  This could reduce demand for our products and materially decrease our revenues.  If our products are deemed to infringe upon the patents or proprietary rights of others, we could be required to modify the design of our products, change the name of our products or obtain a license for the use of some of the technologies used in our products.  We may be unable to do any of the foregoing in a timely manner, upon acceptable terms and conditions, or at all, and the failure to do so could cause us to incur additional costs or lose revenues.

If we become subject to increased governmental regulation, we may incur significant costs.

Our hot-mix asphalt plants contain air pollution control equipment and several of our other products contain engines that must comply with performance standards promulgated by the Environmental Protection Agency.  These performance standards may increase in the future.  Changes in these requirements could cause us to undertake costly measures to redesign or modify our equipment or otherwise adversely affect the manufacturing processes of our products.  Such changes could have a material adverse effect on our operating results.

Also, due to the size and weight of some of the equipment that we manufacture, we often are required to comply with conflicting state regulations on the maximum weight transportable on highways and roads.  In addition, some states regulate the operation of our component equipment, including asphalt mixing plants and soil remediation equipment, and most states regulate the accuracy of weights and measures, which affect some of the control systems we manufacture.  We may incur material costs or liabilities in connection with the regulatory requirements applicable to our business.

As an innovative leader in the industries in which we operate, we occasionally undertake the engineering, design, manufacturing and construction of equipment systems that are new to the market.  Estimating the cost of such innovative equipment can be difficult and could result in our realization of significantly reduced or negative margins on such projects.

In the past, we have experienced negative margins on certain large projects. These large contracts included both existing and innovative equipment designs, on-site construction and minimum production levels.  Since it can be difficult to achieve the expected production results during the project design phase, field testing and redesign may be required during project installation, resulting in added cost. In addition, due to any number of unforeseen circumstances, which can include adverse weather conditions, projects can incur extended construction and testing delays which can cause significant cost overruns.  We may not be able to sufficiently predict the extent of such unforeseen cost overruns and may experience significant losses on specialized projects.  Additionally, the Company typically incurs substantial research and development costs each year and has historically received significant research and development tax credits due to these expenditures.  While Congress has authorized research and development tax credits through 2015, they may not be approved for future years.

Our Articles of Incorporation and Bylaws and Tennessee law may inhibit a takeover, which could delay or prevent a transaction in which shareholders might receive a premium over market price for their shares.

Our charter and bylaws and Tennessee law contain provisions that may delay, deter or inhibit a future acquisition or an attempt to obtain control of us.  This could occur even if our shareholders are offered an attractive value for their shares or if a substantial number or even a majority of our shareholders believe the takeover is in their best interest.  These provisions are intended to encourage any person interested in acquiring us or obtaining control of us to negotiate with and obtain the approval of our Board of Directors in connection with the transaction.  Provisions that could delay, deter or inhibit a future acquisition or an attempt to obtain control of us include the following:

·	having a staggered Board of Directors;

·	requiring a two-thirds vote of the total number of shares issued and outstanding to remove directors other than for cause;

·	requiring advance notice of actions proposed by shareholders for consideration at shareholder meetings;

·	limiting the right of shareholders to call a special meeting of shareholders;

·	requiring that all shareholders entitled to vote on an action provide written consent in order for shareholders to act without holding a shareholders' meeting; and

·	being governed by the Tennessee Control Share Acquisition Act.

Item 1B . Unresolved Staff Comments

None.

Item 2. Properties

The location, approximate square footage, acreage occupied and principal function and use by the Company's reporting segments of the properties owned or leased by the Company are set forth below:

The properties above are owned by the Company unless they are indicated as being leased.

Item 3 . Legal Proceedings

The Company is currently a party to various claims and legal proceedings that have arisen in the ordinary course of business.  If management believes that a loss arising from such claims and legal proceedings is probable and can reasonably be estimated, the Company records the amount of the loss (excluding estimated legal costs), or the minimum estimated liability when the loss is estimated using a range and no point within the range is more probable than another.  As management becomes aware of additional information concerning such contingencies, any potential liability related to these matters is assessed and the estimates are revised, if necessary.  If management believes that a material loss arising from such claims and legal proceedings is either (i) probable but cannot be reasonably estimated or (ii) reasonably possible but not probable, the Company does not record the amount of the loss, but does make specific disclosure of such matter.  Based upon currently available information and with the advice of counsel, management believes that the ultimate outcome of its current claims and legal proceedings, individually and in the aggregate, will not have a material adverse effect on the Company's financial position, cash flows or results of operations.  However, claims and legal proceedings are subject to inherent uncertainties and rulings unfavorable to the Company could occur.  If an unfavorable ruling were to occur, there exists the possibility of a material adverse effect on the Company's financial position, cash flows or results of operations.

During 2004 the Company received notice from the Environmental Protection Agency that it may be responsible for a portion of the costs incurred in connection with an environmental cleanup in Illinois.  The discharge of hazardous materials and associated cleanup relate to activities occurring prior to the Company's acquisition of Barber Greene in 1986.  The Company believes that over 300 other parties have received similar notice.  At this time, the Company is unable to predict whether the EPA will seek to hold the Company liable for a portion of the cleanup costs or the amount of any such liability.

Item 4. Mine Safety Disclosures

None.

Executive Officers

The name, title, ages and business experience of the executive officers of the Company are listed below.

Benjamin G. Brock has served as the Company's Chief Executive Officer and President since January 2014.  He previously served as the Vice President and President of the Company's Asphalt Group from August 2012 to December 2013 and as President of Astec, Inc. from 2006 to 2013. From 2003 until 2006 he held the position of Vice President - Sales of Astec, Inc. and Vice President/General Manager of CEI Enterprises, Inc. from 1997 until 2002. Mr. Brock's career with Astec began as a salesman in 1993. Mr. Brock has been a Director of the Company since 2013.  He is 45.

David C. Silvious , a Certified Public Accountant, has served as the Vice President, Chief Financial Officer and Treasurer of the Company since August 2011. He previously served as Corporate Controller of the Company from 2005 to 2011 and as Corporate Financial Analyst from 1999 to 2005. Mr. Silvious also serves as Treasurer of each of the Company's U.S. operating subsidiaries and Vice President of Astec Insurance Company. He is 48.

W. Norman Smith has served as the Vice Chairman of the Company and also Vice Chairman of its Board of Directors since January 2014.  He previously served as the President and Chief Operating Officer of the Company from August 2012 to December 2013, as Group President of the Company's Mobile Asphalt Paving Group from October 2013 until January 2014, as the Group Vice President – Asphalt of the Company from 1998 until August 2012, as the President of Astec, Inc., a subsidiary of the Company, from 1994 until 2006, and as the President of Heatec, Inc., a subsidiary of the Company, from 1977 until 1994.  Mr. Smith is a registered professional engineer. Mr. Smith has been a Director of the Company since 1982.  He is 76.

Richard J. Dorris has served as the Company's Chief Operating Officer and Executive Vice President since January 2014.  He previously served as the Group Vice President and President of the Company's Energy Group from August 2012 to December 2013 and as President of Heatec, Inc. from 2004 to January 2014.  From 1999 to 2004 he held the positions of National Accounts Manager, Project Manager and Director of Projects for Astec, Inc. Prior to joining Astec, Inc. he was President of Esstee Manufacturing Company from 1990 to 1999 and was Sales Engineer from 1984 to 1990. He is 55.

Richard A. Patek has served as the Group President of the Company's Aggregate & Mining Group since October 2013 after having served as the Group's Vice President since 2008. He has also served as President of Telsmith, Inc. from May 2001 until February 2013. He served as President of Kolberg-Pioneer, Inc. from 1997 until 2001. From 1995 to 1997, he served as Director of Materials of Telsmith, Inc. From 1992 to 1995, Mr. Patek was Director of Materials and Manufacturing of the former Milwaukee plant location. From 1978 to 1992, he held various manufacturing management positions at Telsmith. Mr. Patek also served as the 2014 Chairman for the Association of Equipment Manufacturers (AEM) and a corporate board member for the Milwaukee School of Engineering.  Mr. Patek was elected to the E.D. Etnyre & Company board of directors in December 2014. He is 59.

Steven L. Claude has served as the Group President of the Company's Infrastructure Group since August 2015.  From November 2007 to July 2015, he held the position of Vice President, International Sales, Sr. Vice President, Sales and Marketing, and Executive Vice President of Astec, Inc.  He is 65.

Jeffery J. Elliott has served as the Group Vice President of the Company's Aggregate & Mining Group since July 2014.  He served as the President of Johnson Crushers, Inc. from 2001 until July 2014. From 1999 to 2001, he served as Senior Vice President for Cedarapids, Inc. (a Terex company), and from 1996 to 1999, he served as Vice President of the Crushing and Screening Group. From 1978 to 1996, he held various domestic and international sales and marketing positions with Cedarapids, Inc. He is 62.

Stephen C. Anderson has served as Vice President of Administration since August 2011, as Secretary of the Company since January 2007 and as the Director of Investor Relations since January 2003. Mr. Anderson also serves as the Company's Compliance Officer and manages the corporate information technology and aviation departments. He has also been President of Astec Insurance Company since January 2007. He was Vice President of Astec Financial Services, Inc. from 1999 to 2002. Prior to his employment with the Company, Mr. Anderson spent a combined fourteen years in commercial banking with AmSouth and SunTrust Banks. He is 52.

Robin A. Leffew has served as Corporate Controller since August 2011 and also serves as Secretary of Astec Insurance Company. She previously served as the Company's Director of Internal Audit from 2005 to 2011 and Controller of Astec, Inc. from 1990 to 2005. From 1987 to 1990, she served as Corporate Financial Analyst for the Company. She is 54.

Michael A. Bremmer has served as the President of CEI Enterprises, Inc. since 2006. From 2003 until 2006, he held the position of Vice President and General Manager of CEI Enterprises, Inc. From 2001 until 2003, he held the position of Director of Engineering of CEI Enterprises, Inc. He is 60.

Chris Colwell has served as President of Carlson Paving Products since May 2011. Prior to joining Astec, Mr. Colwell held the position of Regional Operations Manager for Alta Equipment Company from 2010 to 2011. From 2008 to 2010 he served as Vice President-Asphalt Division for Wolverine Tractor and Equipment Company. From 1999 to 2008 Mr. Colwell served as President of Colwell Equipment Company Incorporated where he previously served in various positions since 1985 including General Manager, Director of Management Information Systems, Assistant Controller and Product Support Manager. He is 50.

Larry R. Cumming has served as the President of Peterson Pacific Corp. since 2007. He joined the company in 2003, prior to which he held positions of General Manager and Chief Executive Officer of Peterson, Inc. Prior to joining Peterson, he held senior management positions in North America and Europe with Timberjack and John Deere (Deere acquired Timberjack in 2000). Mr. Cumming also held prior positions with Timberjack as Vice President Engineering and Senior Vice President Sales and Marketing, Chief Operating Officer and Executive Vice President Product Supply. He is a registered professional engineer in the Province of Ontario. He is 67.

Timothy Gonigam has served as the President of Astec Mobile Screens, Inc. since 2000. From 1995 to 2000, Mr. Gonigam held the position of Sales Manager of Astec Mobile Screens, Inc. He is 53.

Martin Dummigan has served as Managing Director of Telestack Limited since January 2016.  He previously served as Global and Group Operations Director for Terex Material Processing, Business Line Director for Terex Environmental Equipment, Vice president of Terex Operations in China and General Manager for Terex NFLG also in China. Prior to his 10 years with Terex, Mr. Dummigan served in a number of overseas plant Manager positions in the USA, South Africa, Egypt and Northern Ireland. He has also worked in Japan with Hitachi Supercomputer Systems where he studied Lean Manufacturing. Mr. Dummigan holds a Master's Degree in Electrical and Electronic Engineering from Queens University Belfast.  He is 47.

Aaron Harmon has served as President of GEFCO, Inc. since its acquisition by the Company in October 2011. He previously served as President of the GEFCO Division of Blue Tee Corp. since 2005. Mr. Harmon joined GEFCO in 1995 and has served in several capacities within the organization including V. P. of North American Sales and Operations Manager. He is 42.

Matthew B. Haven has served as the President of Telsmith, Inc. since February 2013.  He previously served as Executive Vice President and General Manager of Telsmith from January 2012 to February 2013 and as Vice President from 2008 to 2011.  Mr. Haven joined Telsmith in January 1997 and served as Chief Engineer, Research and Development and Director of Engineering prior to his appointment as Vice President.  Prior to joining Telsmith, Mr. Haven served as Chief Engineer, Product Design and Development of Cedarapids, Inc.  He is 54.

Tom Kruger has served as the Managing Director of Osborn Engineered Products SA (Pty) Ltd since 2005. For the previous five years, Mr. Kruger was employed as Operations Director of Macsteel Tube and Pipe (Pty) Ltd, a manufacturer of carbon steel tubing in Johannesburg, South Africa. He served as Sales and Marketing Director of Macsteel prior to becoming Operations Director. From 1993 to 1998, Mr. Kruger was employed by Barloworld Ltd as Operations Director and Regional Managing Director responsible for a trading organization in steel, tube and water conveyance systems. Prior to that, he held the position of Works Director. He is 58.

Jeffrey L. May has served as the President of Kolberg-Pioneer, Inc. since September 2013.  He previously served as the Vice President of Operations and Finance of Kolberg-Pioneer, Inc. from 2011 to 2013 and as Controller of Kolberg-Pioneer, Inc. from 1997 to 2010.  He is 52.

Jeffrey L. Richmond, Sr. has served as the President of Roadtec, Inc. since 2004. From 1996 until 2004, he held the positions of Sales Manager, Vice President of Sales and Marketing and Vice President/General Manager of Roadtec, Inc. He assumed the additional role of Managing Director of Astec Mobile Machinery GmbH in December 2013. He is 60.

J effrey M. Schwarz has served as President of Johnson Crushers, Inc. ("JCI") since July 2014.  He joined JCI as General Manager of AggReCon West, a division of JCI responsible for direct selling to end users in the Pacific Northwest.  Prior to joining JCI he was Aggregates Manager for Kerr Contractors and held several management positions with a construction materials supplier from 1995 to 2008.  He is 49.

Donald J. Sissons has served as the President of Breaker Technology Ltd. and Breaker Technology Inc. since January 2014.  He previously served as Vice President of Manufacturing Operations from 2012 to January 2014 and as Plant Operations Manager from December 2003 until January 2012.  Mr. Sissons is registered as a Professional Engineer. He is 49.

David H. Smale has served as the General Manager of Astec Australia Pty Ltd since 2008. He served as the General Manager of Allen's Asphalt from 2006 to 2008 and as their Operations Manager from 2004 to 2006. He is 60.

Malcolm L. Swanson has served as the President of Astec, Inc. since January 2014.  He previously served as Vice President – Engineering of Astec, Inc. from 1995 to 2013 and as Chief Engineer of Astec, Inc. from 1989 to 1995.  Prior to joining Astec, Inc., Mr. Swanson worked as a design engineer and project manager for Combustion Engineering of Chattanooga, TN in both the Fossil and Nuclear Power divisions. Mr. Swanson is a Professional Engineer holding registration in eight states.  He is 67.

Thomas H. Wilkey has served as the President of Heatec, Inc. since January 2014.  From 2004 to 2014, he served as its Executive Vice President and from 1987 to 2004, he held the positions of Sales coordinator, Sales Manager, and Vice-President of Sales. He is 62.

PART II

Item 5 . Market for Registrant's Common Equity; Related Stockholder Matters and Issuer Purchases

of Equity Securities

The Company's Common Stock is traded in the Nasdaq National Market under the symbol "ASTE."  The Company paid a cash dividend of $1.00 per share on its Common Stock in the fourth quarter of 2012 and paid quarterly cash dividends of $0.10 per quarter from the second quarter of 2013 through the fourth quarter of 2015.  Prior to 2012, the Company had not paid any cash dividends.

The high and low sales prices of the Company's Common Stock as reported on the Nasdaq National Market for each quarter during the last two fiscal years are as follows:

As of February 18, 2016, there were approximately 270 holders of record of the Company's Common Stock.

Item 6 . Selected Financial Data

Selected financial data appears in Appendix "A" of this Report.

Item 7 . Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's discussion and analysis of financial condition and results of operations appears in Appendix "A" of this Report.

Item 7A . Quantitative and Qualitative Disclosures about Market Risk

Information regarding the Company's market risk appears in Appendix "A" of this Report under the heading "Market Risk and Risk Management Policies."

Item 8 . Financial Statements and Supplementary Data

Financial statements and supplementary financial information appear in Appendix "A" of this Report.

Item 9 . Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A . Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

The Company's management, under the supervision and with the participation of the Company's principal executive officer and principal financial officer, has evaluated the effectiveness of the Company's disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, the Company's principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective.

Management's Report on Internal Control over Financial Reporting

Management's report appears in Appendix A of this Report.

Changes in Internal Controls

There have been no changes in the Company's internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the fourth quarter of the year ended December 31, 2015 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Item 9B . Other Information

None

PART III

Item 10 . Directors, Executive Officers and Corporate Governance

Information regarding the Company's directors, director nominating process, audit committee and audit committee financial expert is included under the captions "Certain Information Concerning Nominees and Directors" and "Corporate Governance" in the Company's Proxy Statement to be delivered to the shareholders of the Company in connection with the Annual Meeting of Shareholders to be held on April 28, 2016 (referred to herein as the Company's 2016 Proxy Statement), which is incorporated herein by reference.  Information regarding compliance with Section 16(a) of the Exchange Act is also included under the caption "Section 16(a) Beneficial Ownership Reporting Compliance" in the Company's 2016 Proxy Statement, which is incorporated herein by reference.  Information with respect to our executive officers is set forth in Part I of this Report under the caption "Executive Officers."

The Company's Board of Directors has approved a Code of Conduct and Ethics that applies to the Company's employees, directors and officers (including the Company's principal executive officer, principal financial officer and principal accounting officer).  The Code of Conduct and Ethics is available on the Company's website at www.a stecindustries.com/ investors/.

Item 11 . Executive Compensation

Information included under the captions "Compensation Discussion and Analysis", "Executive Compensation", "Director Compensation", "Corporate Governance—Compensation Committee Interlocks and Insider Participation" and "Compensation Committee Report" in the Company's 2016 Proxy Statement is incorporated herein by reference.

Item 12 . Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

Equity Compensation Plan Information

The following table provides information as of December 31, 2015 regarding compensation plans under which the Company's equity securities are authorized for issuance.

(1)	These plans consist of our 2006 Incentive Plan and our 2011 Incentive Plan.

(2)	Includes 75,952 Restricted Stock Units granted under our 2006 Incentive Plan and 70,595 Restricted Stock Units granted under our 2011 Incentive Plan.

(3)	Restricted Stock Units do not have an exercise price.

(4)	Represents shares available for issuance under our 2011 Incentive Plan.

(5)	This plan consists of our 1998 Non-Employee Director Stock Incentive Plan.

(6)	Represents Deferred Stock Units granted under our 1998 Non-Employee Director Stock Incentive Plan.

(7)	Represents shares available for issuance under our 1998 Non-Employee Director Stock Incentive Plan.

Equity Compensation Plans Not Approved by Shareholders

Our 1998 Non-Employee Directors Stock Incentive Plan provides that annual retainers payable to our non-employee directors will be paid in the form of cash, unless the director elects to receive the annual retainer in the form of common stock, deferred stock or stock options. If the director elects to receive Common Stock, whether on a current or deferred basis, the number of shares to be received is determined by dividing the dollar value of the annual retainer by the fair market value of the Common Stock on the date the retainer is payable. If the director elects to receive stock options, the number of options to be received is determined by dividing the dollar value of the annual retainer by the Black-Scholes value of an option on the date the retainer is payable.

Information included under the caption "Stock" Ownership of Certain Beneficial Owners and Management" in the Company's 2016 Proxy Statement is incorporated herein by reference.

Item 13 . Certain Relationships and Related Transactions and Director Independence

Information included under the captions "Corporate Governance—Independent Directors" and "Transactions with Related Persons" in the Company's 2016 Proxy Statement is incorporated herein by reference.

Item 14 . Principal Accounting Fees and Services

Information included under the caption "Audit Matters" in the Company's 2016 Proxy Statement is incorporated herein by reference.

PART IV

Item 15 . Exhibits and Financial Statement Schedules

(a)(1)  The following financial statements and other information appear in Appendix "A" to this Report and are filed as a part hereof:

(a)(2) Financial Statement Schedules are not filed with this Report because the Schedules are either inapplicable or the required information is presented in the Financial Statements or Notes thereto.

APPENDIX "A"

to

ANNUAL REPORT ON FORM 10-K

ITEMS 6, 7, 7A, 8, 9A and 15(a)(1), (2) and (3) and 15(b) and 15(c)

INDEX TO FINANCIAL STATEMENTS AND

FINANCIAL STATEMENT SCHEDULES

ASTEC INDUSTRIES, INC.

		2015				2014				2013				2012				2011
Consolidated Statement of Income Data
Net sales		$	983,157			$	975,595			$	932,998			$	936,273			$	908,641
Gross profit			218,843				215,316				207,119				207,951				211,533
Gross profit %			22.3	%			22.1	%			22.2	%			22.2	%			23.3	%
Selling, general and administrative expenses			145,180				141,490				133,337				136,323				132,371
Research and development			23,676				22,129				18,101				20,520				20,764
Income from operations			49,987				51,697				55,681				51,108				58,398
Interest expense			1,611				720				423				339				190
Other income (expense), net			3,055				1,207				1,937				1,783				1,082
Net income from continuing operations			31,966				34,206				39,214				34,210				40,440
Income from discontinued operations, net of tax			--				--				--				3,401				225
Gain on sale of subsidiary, net of tax			--				--				--				3,378				--
Net income			31,966				34,206				39,214				40,989				40,665
Net income attributable to controlling interest			32,797				34,458				39,042				40,828				40,563
Earnings per common share*:
Net income attributable to controlling interest from continuing operations
Basic			1.43				1.51				1.72				1.50				1.79
Diluted			1.42				1.49				1.69				1.48				1.76
Income from discontinued operations
Basic			--				--				--				0.30				0.01
Diluted			--				--				--				0.29				0.01
Net income attributable to controlling interest
Basic			1.43				1.51				1.72				1.80				1.80
Diluted			1.42				1.49				1.69				1.77				1.76
Consolidated Balance Sheet Data
Working capital		$	399,785			$	388,862			$	385,680			$	355,336			$	330,519
Total assets			777,353				802,265				749,291				728,783				719,481
Short-term debt			--				2,814				--				--				--
Current maturities of long-term debt			4,528				1,027				34				--				--
Long-term debt, less current maturities			5,154				7,061				510				--				--
Total equity			609,858				596,152				577,311				547,534				528,098
Cash dividends declared per common share*			0.40				0.40				0.30				1.00				--
Book value per diluted common share at year-end*			26.30				25.62				24.85				23.68				22.95

Quarterly Financial Highlights (Unaudited)		First Quarter				Second Quarter				Third Quarter				Fourth Quarter
2015 Net sales		$	288,748			$	268,042			$	211,350			$	215,017
Gross profit			66,045				62,233				45,138				45,427
Net income			14,917				11,658				1,958				3,433
Net income attributable to controlling interest			15,105				11,805				2,292				3,595
Earnings per common share*
Net income attributable to controlling interest:
Basic			0.66				0.51				0.10				0.16
Diluted			0.65				0.51				0.10				0.16
2014 Net sales		$	238,673			$	277,256			$	220,157			$	239,509
Gross profit			56,757				62,178				43,261				53,120
Net income			9,547				14,489				1,766				8,404
Net income attributable to controlling interest			9,545				14,497				1,916				8,500
Earnings per common share*
Net income attributable to controlling interest:
Basic			0.42				0.64				0.08				0.37
Diluted			0.41				0.63				0.08				0.37
Common Stock Price*
2015 High		$	43.85			$	45.48			$	43.78			$	$41.99
2015 Low			33.90				40.64				33.02				30.76
2014 High		$	46.00			$	44.27			$	44.97			$	$41.09
2014 Low			35.07				38.00				36.45				34.28

		2015				2014				$ Change				% Change
Infrastructure Group		$	428,737			$	386,356			$	42,381				11.0	%
Aggregate and Mining Group			370,813				384,883				(14,070	)			(3.7	%)
Energy Group			183,607				204,356				(20,749	)			(10.2	%)

		2015				2014				$ Change				% Change
Infrastructure Group		$	33,890			$	29,477			$	4,413				15.0	%
Aggregate and Mining Group			30,690				32,900				(2,210	)			(6.7	%)
Energy Group			3,609				10,316				(6,707	)			(65.0	%)
Corporate			(36,623	)			(35,270	)			(1,353	)			(3.8	%)

		2014				2013				$ Change				% Change
Infrastructure Group		$	386,356			$	398,399			$	(12,043	)			(3.0	%)
Aggregate and Mining Group			384,883				350,514				34,369				9.8	%
Energy Group			204,356				184,085				20,271				11.0	%

		2014				2013				$ Change				% Change
Infrastructure Group		$	29,477			$	32,814			$	(3,337	)			(10.2	%)
Aggregate and Mining Group			32,900				33,031				(131	)			(0.4	%)
Energy Group			10,316				4,005				6,311				157.6	%
Corporate			(35,270	)			(30,367	)			(4,903	)			(16.1	%)

		2015				2014				Increase / Decrease
Net income		$	31,966			$	34,206			$	(2,240	)
Depreciation and amortization			24,078				24,376				(298	)
Provision for warranties			13,743				12,796				947
Deferred income tax benefits			(2,569	)			(2,544	)			(25	)
SERP distributions			(2,986	)			--				(2,986	)
Increase in receivables			3,163				(6,924	)			10,087
Increase in inventories			(6,499	)			(41,933	)			35,434
Increase in prepaid expenses			(3,016	)			(3,989	)			973
Increase (decrease) in accounts payable			(11,409	)			10,755				(22,164	)
Increase (decrease) in income taxes payable			(4,093	)			(1,136	)			(2,957	)
Increase (decrease) in customer deposits			(3,697	)			5,483				(9,180	)
Decrease in accrued product warranties			(14,177	)			(15,563	)			1,386
Other, net			6,362				3,336				3,026
Net cash provided by operating activities		$	30,866			$	18,863			$	12,003

		2015				2014				Increase / Decrease
Expenditures for property and equipment		$	(21,202	)		$	(24,851	)		$	3,649
Proceeds from sale of property and equipment			10,054				743				9,311
Business acquisition, net of cash acquired			178				(34,965	)			35,143
Sale (purchase) of investments			378				16,249				(15,871	)
Net cash used by investing activities		$	(10,592	)		$	(42,824	)		$	32,232

		2015				2014				Increase / Decrease
Payment of dividends		$	(9,193	)		$	(9,167	)		$	(26	)
Borrowings under bank loans			106,034				113,547				(7,513	)
Repayments of bank loans			(104,567	)			(103,188	)			(1,379	)
Other, net			1,664				1,248				416
Net cash provided (used) by financing activities		$	(6,062	)		$	2,440			$	(8,502	)

		Payments Due by Period
Contractual Obligations		Total				Less Than 1 Year				1 to 3 Years				3 to 5 Years				More Than 5 Years
Operating lease obligations		$	4 ,442			$	1 ,670			$	1,968			$	673			$	131
Inventory purchase obligations			4,308				3,124				1,184				--				--
Long-term debt obligations			9,682				4,528				3,882				561				711
Total		$	18,432			$	9 ,322			$	7,034			$	1,234			$	842

		December 31
Assets		2015				2014
Current assets:
Cash and cash equivalents		$	25,062			$	13,023
Investments			1,539				1,916
Trade receivables, net			98,865				105,743
Notes and other receivables			3,132				1,558
Inventories			384,776				387,835
Prepaid expenses			26,521				17,933
Deferred income tax assets			--				14,817
Other current assets			1,902				7,166
Total current assets			541,797				549,991
Property and equipment, net			170,206				187,610
Investments			11,540				11,393
Goodwill			30,835				31,995
Intangible assets, net			13,577				17,272
Deferred income tax assets			6,195				531
Other long-term assets			3,203				3,473
Total assets		$	777,353			$	802,265
Liabilities and Equity
Current liabilities:
Short-term debt		$	--			$	2,814
Current maturities of long-term debt			4,528				1,027
Accounts payable			48,385				60,987
Customer deposits			40,082				45,086
Accrued product warranty			9,100				10,032
Accrued payroll and related liabilities			17,375				17,265
Accrued loss reserves			2,838				3,050
Other accrued liabilities			19,704				20,868
Total current liabilities			142,012				161,129
Long-term debt			5,154				7,061
Deferred income tax liabilities			2,348				16,836
Other long-term liabilities			17,981				21,087
Total liabilities			167,495				206,113
Equity:
Preferred stock - authorized 4,000 shares of $1.00 par value; none issued			--				--
Common stock – authorized 40,000 shares of $0.20 par value; issued
and outstanding – 22,988 in 2015 and 22,930 in 2014			4,598				4,586
Additional paid-in capital			137,883				135,887
Accumulated other comprehensive loss			(23,564	)			(12,915	)
Company shares held by SERP, at cost			(1,778	)			(2,929	)
Retained earnings			490,933				467,337
Shareholders' equity			608,072				591,966
Non-controlling interest			1,786				4,186
Total equity			609,858				596,152
Total liabilities and equity		$	777,353			$	802,265

		Year Ended December 31
		2015				2014				2013
Net sales		$	983,157			$	975,595			$	932,998
Cost of sales			764,314				760,279				725,879
Gross profit			218,843				215,316				207,119
Selling, general and administrative expenses			145,180				141,490				133,337
Research and development expenses			23,676				22,129				18,101
Income from operations			49,987				51,697				55,681
Other income:
Interest expense			1,611				720				423
Interest income			542				1,422				1,047
Other income (expense), net			3,055				1,207				1,937
Income before income taxes			51,973				53,606				58,242
Income taxes			20,007				19,400				19,028
Net income			31,966				34,206				39,214
Net income (loss) attributable to non-controlling interest			(831	)			(252	)			172
Net income attributable to controlling interest		$	32,797			$	34,458			$	39,042
Earnings per Common Share:
Net income attributable to controlling interest:
Basic		$	1.43			$	1.51			$	1.72
Diluted			1.42				1.49				1.69
Weighted average number of common shares outstanding:
Basic			22,934				22,819				22,749
Diluted			23,120				23,105				23,081

		Year Ended December 31
		2015				2014				2013
Net income		$	31,966			$	34,206			$	39,214
Other comprehensive loss:
Change in unrecognized pension and post-retirement benefit costs			(178	)			(1,820	)			2,742
Tax (expense) benefit on change in unrecognized pension and post-retirement benefit costs			36				699				(974	)
Foreign currency translation adjustments			(13,848	)			(7,670	)			(8,821	)
Tax benefit on foreign currency translation adjustments			3,341				770				1,657
Other comprehensive loss			(10,649	)			(8,021	)			(5,396	)
Comprehensive loss attributable to non-controlling interest			(1,603	)			(565	)			(236	)
Comprehensive income attributable to controlling interest		$	22,920			$	26,750			$	34,054

		Year Ended December 31
		2015				2014				2013
Cash Flows from Operating Activities
Net income		$	31,966			$	34,206			$	39,214
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation			20,744				21,343				20,966
Amortization			3,334				3,033				1,299
Provision for doubtful accounts			18				1,011				629
Provision for warranties			13,743				12,796				12,199
Deferred compensation provision			241				74				601
Deferred income tax benefit			(2,559	)			(2,544	)			(2,220	)
Gain on disposition of fixed assets			(529	)			(306	)			(163	)
Tax expense (benefit) from stock incentive plans			(345	)			(586	)			8
Stock-based compensation			1,250				1,200				1,461
Distributions to SERP participants			(2,986	)			--				--
Change in operating assets and liabilities:
Sale (purchase) of trading securities, net			(405	)			118				(1,350	)
Trade and other receivables			3,163				(6,924	)			(8,849	)
Inventories			(6,499	)			(41,933	)			(36,561	)
Prepaid expenses			(3,016	)			(3,989	)			(5,433	)
Other assets			(968	)			(4,763	)			(3,215	)
Accounts payable			(11,409	)			10,755				1,028
Customer deposits			(3,697	)			5,483				(5,436	)
Accrued product warranty			(14,177	)			(15,563	)			(10,163	)
Income taxes payable			(4,093	)			(1,136	)			(823	)
Accrued retirement benefit costs			24				(201	)			(324	)
Accrued loss reserves			103				305				199
Other accrued liabilities			3,576				3,289				1,085
Other			3,387				3,195				1,709
Net cash provided by operating activities			30,866				18,863				5,861
Cash Flows from Investing Activities
Business acquisition, net of cash acquired			178				(34,965	)			--
Proceeds from sale of property and equipment			10,054				743				424
Expenditures for property and equipment			(21,202	)			(24,851	)			(27,673	)
Sale (purchase) of investments			378				16,249				(15,000	)
Net cash used by investing activities			(10,592	)			(42,824	)			(42,249	)

		Year Ended December 31
		2015				2014				2013
Cash Flows from Financing Activities
Payment of dividends		$	(9,193	)		$	(9,167	)		$	(6,856	)
Borrowings under bank loans			106,034				113,547				--
Repayment of bank loans			(104,567	)			(103,188	)			--
Proceeds from issuance of common stock			72				282				112
Tax (expense) benefit from stock option exercise			345				586				(8	)
Sale (purchase) of shares of subsidiaries, net			(653	)			1,428				735
Sale (purchase) of company shares by SERP, net			2,084				(95	)			213
Withholding tax paid upon vesting of restricted stock units			(600	)			(953	)			(782	)
Proceeds from cash surrender value of life insurance			416				--				--
Net cash provided (used) by financing activities			(6,062	)			2,440				(6,586	)
Effect of exchange rates on cash			(2,173	)			(1,020	)			(2,391	)
Increase (decrease) in cash and cash equivalents			12,039				(22,541	)			(45,365	)
Cash and cash equivalents, beginning of year			13,023				35,564				80,929
Cash and cash equivalents, end of year		$	25,062			$	13,023			$	35,564
Supplemental Cash Flow Information
Cash paid during the year for:
Interest		$	1,651			$	476			$	229
Income taxes, net of refunds		$	29,573			$	23,027			$	20,331

		Common Stock Shares				Common Stock Amount				Additional Paid-in Capital				Accumulated Other Comprehensive Income (Loss)				Company Shares Held by SERP				Retained Earnings				Non- Controlling Interest				Total Equity
Balance December 31, 2012			22,799			$	4,560			$	133,809			$	502			$	(2,855	)		$	409,874			$	1,644			$	547,534
Net income																							39,042				172				39,214
Quarterly dividends ($0.10 per share for 3 quarters)											6												(6,862	)							(6,856	)
Other comprehensive loss															(5,396	)											236				(5,160	)
Change in ownership percentage of subsidiary																											(802	)			(802	)
Capital contributed by minority shareholder																											2,385				2,385
Stock-based compensation			6				1				1,460																				1,461
Exercise of stock options and RSU vesting, including tax benefit			54				11				93																				104
Withholding tax on vested RSUs											(782	)																			(782	)
Sale of Company stock held by SERP, net											144								69												213
Balance December 31, 2013			22,859				4,572				134,730				(4,894	)			(2,786	)			442,054				3,635				577,311
Net income																							34,458				(252	)			34,206
Quarterly dividends ($0.10 per share for 4 quarters)											8												(9,175	)							(9,167	)
Other comprehensive loss															(8,021	)											565				(7,456	)
Change in ownership percentage of subsidiary																											(1,345	)			(1,345	)
Capital contributed by minority shareholder																											1,583				1,583
Stock-based compensation			5				1				1,199																				1,200
Exercise of stock options and RSU vesting, including tax benefit			66				13				855																				868
Withholding tax on vested RSUs											(953	)																			(953	)
Sale of Company stock held by SERP, net											48								(143	)											(95	)
Balance December 31, 2014			22,930				4,586				135,887				(12,915	)			(2,929	)			467,337				4,186				596,152
Net income																							32,797				(831	)			31,966
Quarterly dividends ($0.10 per share for 4 quarters)											8												(9,201	)							(9,193	)
Other comprehensive loss															(10,649	)											(772	)			(11,421	)
Change in ownership percentage of subsidiary																											(663	)			(663	)
Stock-based compensation			4				1				1,249																				1,250
Exercise of stock options and RSU vesting, including tax benefit			54				11				406																				417
Withholding tax on vested RSUs											(600	)																			(600	)
Sale of Company stock held by SERP, net											933								1,151												2,084
Other																											(134	)			(134	)
Balance December 31, 2015			22,988			$	4,598			$	137,883			$	(23,564	)		$	(1,778	)		$	490,933			$	1,786			$	609,858

Astec Australia Pty Ltd	Astec do Brasil Fabricacao de Equipamentos Ltda. (78% owned)
Astec, Inc.	Astec Insurance Company
Astec Mobile Machinery GmbH	Astec Mobile Screens, Inc.
Breaker Technology, Inc.	Breaker Technology Ltd.
Carlson Paving Products, Inc.	CEI Enterprises, Inc.
GEFCO, Inc.	Heatec, Inc.
Johnson Crushers International, Inc.	Kolberg-Pioneer, Inc.
Osborn Engineered Products SA (Pty) Ltd	Peterson Pacific Corp.
(96% owned)	Roadtec, Inc.
Telestack Limited	Telsmith, Inc.

		Year Ended December 31
		2015				2014				2013
Allowance balance, beginning of year		$	2,248			$	1,708			$	2,143
Provision			18				1,011				629
Write offs			(357	)			(465	)			(1,042	)
Other			(72	)			(6	)			(22	)
Allowance balance, end of year		$	1,837			$	2,248			$	1,708

		Year Ended December 31
		2015				2014				2013
Denominator:
Denominator for basic earnings per share			22,934				22,819				22,749
Effect of dilutive securities:
Employee stock options and restricted stock units			123				176				218
Supplemental executive retirement plan			63				110				114
Denominator for diluted earnings per share			23,120				23,105				23,081

		December 31
		2015				2014
Raw materials and parts		$	141,967			$	149,171
Work-in-process			113,859				105,163
Finished goods			104,879				102,235
Used equipment			24,071				31,266
Total		$	384,776			$	387,835

		December 31, 2015
		Level 1				Level 2				Level 3				Total
Financial Assets:
Trading equity securities:
SERP money market fund		$	445			$	--			$	--			$	445
SERP mutual funds			2,864				--				--				2,864
Preferred stocks			742				--				--				742
Trading debt securities:
Corporate bonds			3,756				141				--				3,897
Municipal bonds			--				1,811				--				1,811
Floating rate notes			84				--				--				84
U.S. Treasury bills			404				--				--				404
Savings bonds			77				--				--				77
Other government bonds			--				2,755				--				2,755
Derivative financial instruments			--				1,265				--				1,265
Total financial assets		$	8,372			$	5,972			$	--			$	14,344
Financial Liabilities:
SERP liabilities		$	--			$	5,869			$	--			$	5,869
Total financial liabilities		$	--			$	5,869			$	--			$	5,869

		December 31, 2014
		Level 1				Level 2				Level 3				Total
Financial Assets:
Trading equity securities:
SERP money market fund		$	532			$	--			$	--			$	532
SERP mutual funds			3,195				--				--				3,195
Preferred stocks			973				--				--				973
Trading debt securities:
Corporate bonds			2,825				1,184				--				4,009
Municipal bonds			--				2,060				--				2,060
Floating rate notes			100				322				--				422
U.S. Treasury bills			622				--				--				622
Other government bonds			--				1,496				--				1,496
Derivative financial instruments			--				547				--				547
Total financial assets		$	8,247			$	5,609			$	--			$	13,856
Financial Liabilities:
SERP liabilities		$	--			$	8,128			$	--			$	8,128
Total financial liabilities		$	--			$	8,128			$	--			$	8,128

		Amortized Cost				Gross Unrealized Gains				Gross Unrealized Losses				Fair Value (Net Carrying Amount)
December 31, 2015
Trading equity securities		$	4,160			$	79			$	188			$	4,051
Trading debt securities			9,263				37				272				9,028
Total		$	13,423			$	116			$	460			$	13,079
December 31, 2014
Trading equity securities		$	4,335			$	374			$	9			$	4,700
Trading debt securities			8,573				107				71				8,609
Total		$	12,908			$	481			$	80			$	13,309

		Infrastructure Group				Aggregate and Mining Group				Energy Group				Corporate				Total
Balance, December 31, 2013		$	8,719			$	6,338			$	--			$	--			$	15,057
Acquisition			--				18,256				--				--				18,256
Foreign currency translation			(135	)			(1,183	)			--				--				(1,318	)
Balance, December 31, 2014			8,584				23,411				--				--				31,995
Purchase price adjustment			--				(178	)			--				--				(178	)
Foreign currency translation			(103	)			(879	)			--				--				(982	)
Balance, December 31, 2015		$	8,481			$	22,354			$	--			$	--			$	30,835

		2015												2014
		Gross Carrying Value				Accumulated Amortization				Net Carrying Value				Gross Carrying Value				Accumulated Amortization				Net Carrying Value
Dealer network and customer relationships		$	13,111			$	5,552			$	7,559			$	13,600			$	4,245			$	9,355
Trade names			4,857				956				3,901				4,984				645				4,339
Other			4,966				2,849				2,117				5,471				1,893				3,578
Total		$	22,934			$	9,357			$	13,577			$	24,055			$	6,783			$	17,272

		December 31
		2015				2014
Land		$	12,628			$	14,024
Building and land improvements			132,353				146,266
Manufacturing and office equipment			214,545				235,623
Aviation equipment			14,151				13,698
Less accumulated depreciation			(203,471	)			(222,001	)
Total		$	170,206			$	187,610

2016		$	1,670
2017			1,433
2018			535
2019			393
2020			280
Thereafter			131
		$	4,442

		2015				2014				2013
Reserve balance, beginning of year		$	10,032			$	12,716			$	11,052
Warranty liabilities accrued			13,743				12,796				12,199
Warranty liabilities settled			(14,177	)			(15,563	)			(10,171	)
Other			(498	)			83				(364	)
Reserve balance, end of year		$	9,100			$	10,032			$	12,716

		Pension Benefits
		2015				2014
Change in benefit obligation
Benefit obligation, beginning of year		$	15,986			$	13,815
Interest cost			596				620
Actuarial (gain)/loss			(417	)			2,118
Benefits paid			(600	)			(567	)
Benefit obligation, end of year			15,565				15,986
Accumulated benefit obligation		$	15,565			$	15,986
Change in plan assets
Fair value of plan assets, beginning of year		$	13,283			$	12,693
Actual gain/(loss) on plan assets			(279	)			819
Employer contribution			284				338
Benefits paid			(600	)			(567	)
Fair value of plan assets, end of year			12,688				13,283
Funded status, end of year		$	(2,877	)		$	(2,703	)
Amounts recognized in the consolidated balance sheets
Noncurrent liabilities		$	(2,877	)		$	(2,703	)
Net amount recognized		$	(2,877	)		$	(2,703	)
Amounts recognized in accumulated other comprehensive income consist of
Net loss		$	6,098			$	5,896
Net amount recognized		$	6,098			$	5,896
Weighted average assumptions used to determine benefit obligations as of December 31
Discount rate			4.28	%			3.81	%
Expected return on plan assets			7.00	%			7.00	%
Rate of compensation increase			N/A				N/A

		Actual Allocation								2015 & 2014 Target Allocation Ranges
Asset Category		2015				2014
Equity securities			66.0	%			65.6	%			53 - 73	%
Debt securities			30.7	%			30.1	%			21 - 41	%
Money market funds			3.3	%			4.3	%			0 - 15	%
Total			100.0	%			100.0	%

		Pension Benefits
		2015				2014				2013
Components of net periodic benefit cost
Interest cost		$	596			$	620			$	561
Expected return on plan assets			(840	)			(816	)			(693	)
Amortization of actuarial loss			500				295				536
Net periodic benefit cost		$	256			$	99			$	404
Other changes in plan assets and benefit obligations recognized in other comprehensive income
Net actuarial (gain)/loss for the year		$	702			$	2,115			$	(2,109	)
Amortization of net loss			(500	)			(295	)			(536	)
Total recognized in other comprehensive income			202				1,820				(2,645	)
Total recognized in net periodic benefit cost and other comprehensive income		$	458			$	1,919			$	(2,241	)
Weighted average assumptions used to determine net periodic benefit cost for years ended December 31
Discount rate			3.81	%			4.60	%			3.82	%
Expected return on plan assets			7.00	%			7.00	%			7.00	%

		Pension Benefits
2016		$	730
2017			730
2018			790
2019			840
2020			870
2021 - 2025			4,670

	December 31, 2015								December 31, 2014
	Cost				Market				Cost				Market
Company stock		$	1,778			$	2,560			$	2,929			$	4,401
Equity securities			3,402				3,309				3,368				3,727
Total		$	5,180			$	5,869			$	6,297			$	8,128

	Year Ended December 31
	2015				2014				2013
United States		$	57,846			$	57,651			$	53,315
Foreign			(5,873	)			(4,045	)			4,927
Income before income taxes		$	51,973			$	53,606			$	58,242

		Year Ended December 31
		2015				2014				2013
Current provision:
Federal		$	19,758			$	18,713			$	16,239
State			2,553				2,992				2,785
Foreign			255				243				2,664
Total current provision			22,566				21,948				21,688
Deferred benefit:
Federal			(1,183	)			(1,627	)			(885	)
State			(275	)			(222	)			(923	)
Foreign			(1,101	)			(699	)			(852	)
Total deferred benefit			(2,559	)			(2,548	)			(2,660	)
Total provision (benefit):
Federal			18,575				17,086				15,354
State			2,278				2,770				1,862
Foreign			(846	)			(456	)			1,812
Total tax provision		$	20,007			$	19,400			$	19,028

		Year Ended December 31
		2015				2014				2013
Tax at the statutory federal income tax rate		$	18,191			$	18,762			$	20,385
Qualified production activity deduction			(1,174	)			(1,360	)			(1,395	)
State income tax, net of federal income tax			1,386				1,727				1,105
Other permanent differences			393				840				464
Research and development tax credits			(291	)			(1,323	)			(2,054	)
Change in valuation allowance			2,036				1,675				810
Other items			(534	)			(921	)			(287	)
Total tax provision		$	20,007			$	19,400			$	19,028

		December 31
		2015				2014
Deferred tax assets:
Inventory reserves		$	6,696			$	6,539
Warranty reserves			2,774				2,988
Bad debt reserves			409				598
State tax loss carryforwards			3,006				2,377
Accrued vacation			2,055				2,060
SERP			275				1,231
Deferred compensation			1,328				1,255
Restricted stock units			1,893				2,256
Foreign exchange gains/losses			4,549				3,111
Pension and post-employment benefits			2,232				2,197
Foreign deferred tax assets			2,773				3,311
Foreign net operating losses			5,134				3,168
Other			3,460				3,267
Valuation allowances			(8,065	)			(6,029	)
Total deferred tax assets			28,519				28,329
Deferred tax liabilities:
Property and equipment			17,616				19,394
Amortization			1,019				1,087
Goodwill			1,917				2,014
Pension			1,305				1,313
Foreign tax rate differential			--				2,236
Foreign deferred tax liabilities			2,815				3,820
Total deferred tax liabilities			24,672				29,864
Total net deferred assets (liabilities)		$	3,847			$	(1,535	)

		Year Ended December 31
		2015				2014				2013
Balance, beginning of year		$	2,585			$	1,933			$	2,095
Additions for tax positions related to the current year			206				127				102
Additions for tax positions related to prior years			549				525				128
Reductions due to lapse of statutes of limitations			(162	)			--				(149	)
Decreases related to settlements with tax authorities			(2,575	)			--				(243	)
Balance, end of year		$	603			$	2,585			$	1,933

		2015				Weighted Average Grant Date Fair Value
Unvested restricted stock units, beginning of year			197			$	33.54
Units granted			22				42.77
Units forfeited			(6	)			39.63
Units vested			(66	)			28.70
Unvested restricted stock units, end of year			147				36.83

		Infrastructure Group				Aggregate and Mining Group				Energy Group				Corporate				Total
Revenues from  external customers		$	428,737			$	370,813			$	183,607			$	--			$	983,157
Intersegment revenues			22,947				28,701				16,010				--				67,658
Interest expense			258				1,005				10				338				1,611
Depreciation and amortization			6,907				10,719				5,553				899				24,078
Income taxes			1,224				764				(129	)			18,148				20,007
Profit (loss)			33,890				30,690				3,609				(36,623	)			31,566
Assets			567,936				496,089				256,978				306,511				1,627,514
Capital expenditures			8,043				8,807				4,049				389				21,288

		Infrastructure Group				Aggregate and Mining Group				Energy Group				Corporate				Total
Revenues from  external customers		$	386,356			$	384,883			$	204,356			$	--			$	975,595
Intersegment revenues			26,661				33,009				17,548				--				77,218
Interest expense			31				463				11				215				720
Depreciation and amortization			7,045				10,120				6,358				853				24,376
Income taxes			1,365				1,235				348				16,452				19,400
Profit (loss)			29,477				32,900				10,316				(35,270	)			37,423
Assets			539,794				494,428				244,003				302,082				1,580,307
Capital expenditures			5,375				16,169				2,875				413				24,832

		Infrastructure Group				Aggregate and Mining Group				Energy Group				Corporate				Total
Revenues from external customers		$	398,399			$	350,514			$	184,085			$	--			$	932,998
Intersegment revenues			21,682				45,435				12,857				--				79,974
Interest expense			13				12				4				394				423
Depreciation and amortization			7,417				7,906				6,114				828				22,265
Income taxes			1,567				2,642				46				14,773				19,028
Profit (loss)			32,814				33,031				4,005				(30,367	)			39,483
Assets			502,831				427,565				223,389				315,560				1,469,345
Capital expenditures			6,214				15,649				5,510				300				27,673

		2015				2014				2013
Net income attributable to controlling interest
Total profit for reportable segments		$	68,189			$	72,693			$	69,850
Corporate expenses, net			(36,623	)			(35,270	)			(30,367	)
Net (income) loss attributable to non-controlling interest			831				252				(172	)
Recapture (elimination) of intersegment profit			400				(3,217	)			(269	)
Total consolidated net income attributable to controlling interest		$	32,797			$	34,458			$	39,042
Assets
Total assets for reportable segments		$	1,321,003			$	1,278,225			$	1,153,785
Corporate assets			306,511				302,082				315,560
Elimination of intercompany profit in inventory			(7,496	)			(7,896	)			(4,679	)
Elimination of intercompany receivables			(583,834	)			(515,625	)			(482,768	)
Elimination of investment in subsidiaries			(223,500	)			(227,051	)			(195,199	)
Other eliminations			(35,331	)			(27,470	)			(37,408	)
Total consolidated assets		$	777,353			$	802,265			$	749,291

		Year Ended December 31
		2015				2014				2013
United States		$	722,287			$	654,230			$	599,054
Canada			54,321				61,898				70,991
Africa			45,671				47,940				62,911
South America (excluding Brazil)			32,454				49,797				33,526
Australia and Oceania			29,995				34,772				47,505
Other European Countries			23,867				12,365				15,428
Middle East			18,995				13,327				6,699
Other Asian Countries			9,513				17,018				5,836
Russia			8,466				25,589				17,440
Brazil			8,376				12,869				11,620
Post-Soviet States (excluding Russia)			8,345				8,245				25,849
Mexico			6,990				9,993				15,917
Central America (excluding Mexico)			4,404				9,275				5,620
Japan and Korea			3,574				4,377				1,749
India			2,706				1,743				3,672
West Indies			1,532				4,478				5,294
China			1,330				7,451				3,857
Other			331				228				30
Total foreign			260,870				321,365				333,944
Total consolidated sales		$	983,157			$	975,595			$	932,998

		December 31
		2015				2014
United States		$	141,727			$	150,425
Brazil			9,780				14,798
South Africa			5,116				7,295
Australia			4,351				5,111
Northern Ireland			5,116				5,065
Canada			2,987				3,592
Germany			1,129				1,324
Total foreign			28,479				37,185
Total		$	170,206			$	187,610

	December 31
	2015				2014
Foreign currency translation adjustment		$	(19,891	)		$	(9,384	)
Unrecognized pension and post-retirement benefit cost, net of tax of $2,232 and $2,197, respectively			(3,673	)			(3,531	)
Accumulated other comprehensive loss		$	(23,564	)		$	(12,915	)

		Year Ended December 31
		2015				2014				2013
Investment income (loss)		$	(381	)		$	64			$	853
Licensing fees			641				831				764
Income from life insurance policies			1,204				--				--
Other			1,591				312				320
Total		$	3,055			$	1,207			$	1,937