What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-02-28 compared with 2021-03-01 · 44 added, 39 removed, 97 unchanged (46% of the section changed)

12 unchanged sentences

Based on that evaluation, management concluded that the Company's internal control over financial reporting was effective as of December 31, 2021.

Management's assessment of the effectiveness of our internal control over financial reporting as of December 31, 2020 did not include the CON-E-CO or BMH Systems businesses, which were acquired on July 20, 2020 and August 3, 2020, respectively, and were each accounted for as business combinations.

Total assets and net sales of the CON-E-CO and BMH Systems businesses represented approximately 5.5% and 2.3%, respectively, of the Consolidated Financial Statement amounts as of and for the year ended December 31, 2020.

As permitted by guidelines established by the Securities and Exchange Commission, companies are allowed to exclude certain acquisitions from their assessments of internal control over financial reporting during the first year of an acquisition while integrating the acquired companies.

The effectiveness of our internal control over financial reporting as of December 31, 2021 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report, which is set forth in Part II, Item 8 of this Annual Report on Form 10-K.

Remediation of Previously Reported Material Weaknesses in Internal Control over Financial Reporting

As previously described in Part II, Item 9A.

of our Annual Report on Form 10-K for the year ended December 31, 2019 , management identified material weaknesses in the control environment due to the lack of a sufficient number of trained resources at Corporate and certain sites that were knowledgeable and experienced in the application of COSO for certain financial reporting processes, insufficient accountability for internal control responsibilities and insufficient Corporate monitoring activities of certain sites.

The material weaknesses in the control environment resulted in the following control deficiencies, which we determined were also material weaknesses:

• Ineffective design of management review controls over the quantitative goodwill impairment assessment;

• Ineffective design of management review controls over the income tax calculations, including (i) the completeness and accuracy of the data used in the determination of the current and deferred income tax balances at a sufficient level of precision and (ii) the formulas embedded in the spreadsheets used in the income tax calculations;

• Ineffective design of general information technology controls related to the enterprise resource planning ("ERP") systems at certain sites, including (i) program change management controls over certain ERP systems and (ii) user access controls over certain ERP systems to provide for appropriate segregation of duties and to adequately restrict user and privileged access to appropriate personnel;

• Ineffective design over the completeness, existence, accuracy and disclosure of revenue recognized from our contracts with customers at certain sites;

• Ineffective design and ineffective operation of controls over the accuracy and valuation of inventories at certain sites;

• Ineffective design of controls over manual journal entries to ensure they were appropriately reviewed at certain sites and ineffective design of controls over automated journal entries to ensure changes to the configuration of automated journal entries in our ERP systems were reviewed and approved.

Management has completed its action plan designed to remediate the control deficiencies contributing to the above material weaknesses, including (i) hiring additional resources, with the appropriate expertise and competence, (ii) assessing the structures, authorities and responsibilities needed to establish accountability for internal controls, (iii) education and re-training of personnel responsible for the design and operating effectiveness of internal controls and (iv) design and implementation of new controls focused on each of the above outlined deficiencies.

During the three-month period ended December 31, 2020, we completed the testing of the design and implementation of the new controls.

As a result, as of December 31, 2020, management concluded that the previously reported material weaknesses in internal control over financial reporting were remediated.

Changes in Internal Control over Financial Reporting

Except for remediation of the material weaknesses discussed above that existed as of December 31, 2019, 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 quarter ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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 three month period ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

10 unchanged sentences

PRINCIPAL ACCOUNTING FEES AND SERVICES

Our independent registered public accounting firm is KPMG LLP , Atlanta, Georgia , Auditor Firm ID:

The information required to be disclosed by this Item 14 will be included in the Proxy Statement and is incorporated herein by reference.

5 unchanged sentences

• Consolidated Statements of Operations for the Years Ended December 31, 2021, 2020 and 2019

• Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2020, 2019 and 2018

• Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2021, 2020 and 2019

• Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020 and 2019

21 unchanged sentences

10.5 Astec Industries, Inc.

Amended and Restated Non-Employee Directors Compensation Plan, original effective April 23, 1998 with amended and restated provisions effective April 29, 2016.

10-K 12/31/2016 3/1/2017

10.6 Astec Industries, Inc.

2011 Incentive Plan*

1 unchanged sentence

10.6 Astec Industries, Inc.

2021 Equity Incentive Plan*

DEF 14A 3/18/2021

10.7 Astec Industries, Inc.

Executive Change in Control Severance Plan, effective July 28, 2016*

10-Q 6/30/2016 8/5/2016

10.8 Form of Severance Agreement between Astec Industries, Inc.

and President & Chief Executive Officer*

8-K 1/5/2022 1/5/2022

10.9 Form of Severance Agreement between Astec Industries, Inc.

and Certain Officers other than the President & Chief Executive Officer*

8-K 1/5/2022 1/5/2022

10.10 Trust under Astec Industries, Inc.

4 unchanged sentences

10-K 12/31/2008 2/27/2009

10.12 Astec Industries, Inc.

Amended and Restated Non-Employee Directors Compensation Plan, original effective April 23, 1998 with amended and restated provisions effective April 29, 2016*

10-K 12/31/2016 3/1/2017

10.13 Astec Industries, Inc.

Deferred Compensation Plan effective January 1, 2021*

10-Q 3/31/2021 5/6/2021

10.14 Form of Restricted Stock Unit Award Agreement under the Astec Industries, Inc.

2021 Equity Incentive Plan*

10-Q 3/31/2021 5/6/2021

10.15 Form of Performance Stock Unit Award Agreement under the Astec Industries, Inc.

2021 Equity Incentive Plan*

10-Q 3/31/2021 5/6/2021

21 Subsidiaries of the Registrant

4 unchanged sentences

pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002

32.1 Certification of Chief Exec utive O fficer of Astec Industries , Inc.

p ursuant to 18 U.S.C.

Section 1350, as adopted p ursuant to Section 906 of the S arbanes-Oxley Act of 2002 .

32.1 Certification of Chief Executive Officer of Astec Industries, Inc.

pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2 Certification of Chief Financial Officer of Astec Industries, Inc.

8 unchanged sentences

has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

March 1, 2021

February 28, 2022

ASTEC INDUSTRIES, INC.

2 unchanged sentences

SIGNATURE TITLE DATE

Ruffalo President and Chief Executive Officer (Principal Executive Officer) and Director March 1, 2021

Ruffalo President and Chief Executive Officer and Director February 28, 2022

Ruffalo (Principal Executive Officer)

/s/ Rebecca A.

Weyenberg Chief Financial Officer (Principal Financial Officer) March 1, 2021

Palm Vice President, Chief Accounting Officer and Corporate Controller March 1, 2021

Weyenberg Chief Financial Officer February 28, 2022

Weyenberg (Principal Financial Officer)

Palm Vice President, Chief Accounting Officer and Corporate Controller February 28, 2022

Palm (Principal Accounting Officer)

/s/ William D.

Gehl Director and Chairman of the Board March 1, 2021

Baker Director March 1, 2021

Gehl Director and Chairman of the Board February 28, 2022

Baker Director February 28, 2022

/s/ Tracey H.

Cook Director March 1, 2021

Cook Director February 28, 2022

/s/ William G.

Dorey Director March 1, 2021

/s/ Daniel K.

Frierson Director March 1, 2021

Howell Director March 1, 2021

Dorey Director February 28, 2022

Howell Director February 28, 2022

/s/ Charles F.

Potts Director March 1, 2021

Potts Director February 28, 2022

/s/ William B.

Sansom Director March 1, 2021

/s/ William Bradley Southern Director March 1, 2021

Sansom Director February 28, 2022

/s/ William Bradley Southern Director February 28, 2022

William Bradley Southern

Tellock Director March 1, 2021

Tellock Director February 28, 2022

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures