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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 10-K
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(Mark One)
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☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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91-1650317
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Exchange on Which Registered
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Common Stock, $0.01 par value
Preferred Share Purchase Rights
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New York Stock Exchange
New York Stock Exchange
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Large accelerated filer ☒
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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company ☐
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Page
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Item 9B. Other Information
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Item 16. Form 10-K Summary
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•
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Fluctuations in our financial results;
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•
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Unanticipated delays or acceleration in our sales cycles;
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•
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Deterioration of economic conditions;
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•
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Sensitivity of segments to variable or volatile factors;
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•
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Changes in demand for our products and services;
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•
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Changes in commodity prices, including those impacting materials used in our business;
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•
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Disruptions in the political, regulatory, economic and social conditions of the foreign countries in which we conduct business;
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•
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Increases in energy prices;
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•
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Changes in food consumption patterns;
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•
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Impacts of pandemic illnesses, food borne illnesses and diseases to various agricultural products;
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•
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Weather conditions and natural disasters;
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•
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Acts of terrorism or war;
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•
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Termination or loss of major customer contracts;
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•
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Customer sourcing initiatives;
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•
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Competition and innovation in our industries;
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•
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Our ability to develop and introduce new or enhanced products and services;
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•
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Difficulty in developing, preserving and protecting our intellectual property;
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•
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Our ability to protect our information systems;
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•
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Adequacy of our internal controls;
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•
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Our ability to successfully integrate, operate and manage acquired businesses and assets;
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•
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Loss of key management and other personnel;
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•
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Potential liability arising out of the installation or use of our systems;
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•
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Our ability to comply with the laws and regulations governing our U.S. government contracts;
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•
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Our ability to comply with U.S. and international laws governing our operations and industries;
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•
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The outcome of pending or future litigation;
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•
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Increases in tax liabilities;
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•
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Difficulty in implementing our business strategies; and
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•
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Availability and access to financial and other resources.
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•
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Protein
. JBT FoodTech provides comprehensive solutions to our Protein customers that include chilling, mixing/grinding, injecting, marinating, tumbling, portioning, packaging, coating, frying, freezing and weighing for poultry, beef, pork and seafood, as well as ready-to-eat meals, fruits, vegetables, dairy, and bakery products. Strategic acquisitions completed in 2016 added to the product portfolio X-ray food inspection systems, complementary poultry-focused chilling solutions, and packaging systems.
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•
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Liquid Foods
. Our Liquid Foods portfolio includes fruit and juice solutions that extract, concentrate and aseptically process citrus, tomato and other fruits, vegetables, and juices. It also includes in-container solutions for the filling, closing and preservation of fruits, vegetables, soups, sauces, dairy, and pet food products as well as ready-to-eat meals in a wide variety of modern packages. Strategic acquisitions completed in 2015 added to our product portfolio significant capabilities in the dairy and juice preservation and filling segments, as well as in customized skidded systems, mixing, batching and blending systems and tank and vessel manufacturing capabilities for a broad array of market segments.
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•
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Automated Systems
. JBT FoodTech provides stand-alone and fully-integrated robotic automated guided vehicle systems for repetitive material movement requirements, for example in manufacturing and warehouse facilities.
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•
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Mobile Equipment
. JBT AeroTech’s portfolio of mobile air transportation equipment includes commercial and military cargo loading, aircraft deicing, aircraft towing, and aircraft ground power and cooling systems.
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•
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Fixed Equipment
. JBT AeroTech provides gate equipment for passenger boarding.
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•
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Airport Services
. JBT AeroTech includes the maintenance of airport equipment, systems, and facilities.
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Name
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Age
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Office
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Thomas W. Giacomini
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51
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Chairman, President and Chief Executive Officer
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Brian A. Deck
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48
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Executive Vice President and Chief Financial Officer
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Steven R. Smith
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56
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Executive Vice President and Division President-JBT FoodTech
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David C. Burdakin
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61
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Executive Vice President and Division President-JBT AeroTech
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James L. Marvin
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56
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Executive Vice President, General Counsel and Secretary
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Jason T. Clayton
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40
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Executive Vice President, Human Resources
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Debarshi Sengupta
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39
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Executive Vice President, Business Development
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Megan J. Rattigan
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48
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Vice President and Controller
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•
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volatility in demand for our products and services, including volatility in growth rates in the food processing and air transportation industries;
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•
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downturns in our customers’ businesses resulting from deteriorating domestic and international economies where our customers conduct substantial business;
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•
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increases in commodity prices resulting in increased manufacturing costs, such as petroleum-based products, metals or other raw materials we use in significant quantities;
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•
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supply chain interruptions;
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•
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changes in pricing policies resulting from competitive pressures, including aggressive price discounting by our competitors and other market factors;
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•
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our ability to develop and introduce on a timely basis new or enhanced versions of our products and services;
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•
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unexpected needs for capital expenditures or other unanticipated expenses;
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•
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changes in the mix of revenue attributable to domestic and international sales;
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•
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changes in the mix of products and services that we sell;
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•
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changes in foreign currency rates;
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•
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seasonal fluctuations in buying patterns; and
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•
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future acquisitions and divestitures of technologies, products, and businesses.
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•
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the incurrence of additional debt to finance the acquisition or expansion;
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•
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additional liabilities (whether known or unknown), including environmental or pension liabilities of the acquired business or assets;
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•
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risks and costs associated with integrating the acquired business or new facility into our operations;
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•
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the need to retain and assimilate key employees of the acquired business or assets;
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•
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unanticipated demands on our management, operational resources and financial and internal control systems;
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•
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unanticipated regulatory risks;
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•
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the risk of being denied the necessary licenses, permits and approvals from state, local and foreign governments, and the costs and time associated with obtaining such licenses, permits and approvals;
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•
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risks that we do not achieve anticipated operating efficiencies, synergies and economies of scale; and
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•
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risks in retaining the existing customers and contracts of the acquired business or assets.
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•
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make it more difficult or costly for us to obtain necessary financing for our operations, our investments and our acquisitions, or to refinance our debt;
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•
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cause our lenders or other financial instrument counterparties to be unable to honor their commitments or otherwise default under our financing arrangements;
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•
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impair the financial condition of some of our customers, thereby hindering our customers’ ability to obtain financing to purchase our products and/or increasing customer bad debts;
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•
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cause customers to forgo or postpone new purchases in favor of repairing existing equipment and machinery, and delay or reduce preventative maintenance, thereby reducing our revenue and/or profits;
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•
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negatively impact our customers’ ability to raise pricing to counteract increased fuel, labor, and other costs, making it less likely that they will expend the same capital and other resources on our equipment as they have in the past;
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•
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impair the financial condition of some of our suppliers thereby potentially increasing both the likelihood of our having to renegotiate supply terms on terms that may not be as favorable to us and the risk of non-performance by suppliers;
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•
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negatively impact global demand for air transportation services as well as the food preparation industry, which could result in a reduction of sales, operating income, and cash flows in our JBT AeroTech and JBT FoodTech segments;
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•
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negatively affect the rates of expansion, consolidation, renovation, and equipment replacement within the air transportation industry and within the food processing industry, which may adversely affect the results of operations of our JBT AeroTech and JBT FoodTech segments; and
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•
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impair the financial viability of our insurers.
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•
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economic downturns, inflationary and recessionary markets, including in capital and equity markets;
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•
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civil unrest, political instability, terrorist attacks, and wars;
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•
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nationalization, expropriation, or seizure of assets;
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•
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potentially burdensome taxation in other jurisdictions;
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•
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changes in the mix of our international business operations and revenue relative to our domestic operations, resulting in increasing tax liabilities resulting from repatriation of income generated outside of the United States;
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•
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inability to repatriate income or capital;
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•
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foreign ownership restrictions;
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•
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export regulations that could erode profit margins or restrict exports, including import or export licensing regulations;
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•
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trade restrictions, trade protection measures, or price controls;
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•
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restrictions on operations, trade practices, trade partners, and investment decisions resulting from domestic and foreign laws and regulations;
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•
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compliance with the U.S. Foreign Corrupt Practices Act and other similar laws;
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•
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burden and cost of complying with foreign laws, treaties, and technical standards and changes in those regulations;
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•
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transportation delays and interruptions; and
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•
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reductions in the availability of qualified personnel.
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•
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be expensive, time consuming, and divert management attention away from normal business operations;
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•
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require us to pay monetary damages or enter into non-standard royalty and licensing agreements;
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•
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require us to modify our product sales and development plans; or
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•
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require us to satisfy indemnification obligations to our customers.
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•
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A Board of Directors that is divided into three classes with staggered terms;
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•
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Limitations on the right of stockholders to remove directors;
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•
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The right of our Board of Directors to issue preferred stock without stockholder approval;
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•
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The inability of our stockholders to act by written consent; and
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•
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Rules and procedures regarding how stockholders may present proposals or nominate directors at stockholders meetings.
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LOCATION
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SEGMENT
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SQUARE FEET
(approximate)
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LEASED OR OWNED
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United States:
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Madera, California
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JBT FoodTech
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271,000
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Owned
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Orlando, Florida
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JBT AeroTech
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248,000
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Owned
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Ogden, Utah
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JBT AeroTech
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240,000
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Owned/Leased
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Lakeland, Florida
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JBT FoodTech
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200,000
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Owned
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Sandusky, Ohio
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JBT FoodTech
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140,000
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Owned
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Stratford, Wisconsin
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JBT FoodTech
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160,000
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Owned
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Kingston, New York
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JBT FoodTech
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133,000
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Owned
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Chalfont, Pennsylvania
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JBT FoodTech
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67,000
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Leased
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Apex, North Carolina
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JBT FoodTech
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65,000
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Owned
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Russellville, Arkansas
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JBT FoodTech
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65,000
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Owned
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Riverside, California
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JBT FoodTech
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50,000
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Leased
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International:
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Sint Niklaas, Belgium
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JBT FoodTech
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289,000
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Owned
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Helsingborg, Sweden
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JBT FoodTech
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227,000
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Owned/Leased
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Araraquara, Brazil
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JBT FoodTech
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128,000
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Owned
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Amsterdam, The Netherlands
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JBT FoodTech
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105,000
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Leased
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Madrid, Spain
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JBT FoodTech, JBT AeroTech
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88,000
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Owned
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Kunshan, China
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JBT FoodTech, JBT AeroTech
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80,000
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Leased
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Parma, Italy
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JBT FoodTech
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72,000
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Owned
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Shenzhen, China
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JBT AeroTech
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43,000
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Leased
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Edinburgh, Scotland
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JBT FoodTech
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41,000
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Leased
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Glinde, Germany
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JBT FoodTech
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41,000
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Leased
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Cape Town, South Africa
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JBT FoodTech
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38,000
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Leased
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Juarez, Mexico
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JBT AeroTech
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27,000
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Leased
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(Dollars in millions, except per share amounts)
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Period
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Total Number of Shares Purchased
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Average Price Paid per Share
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Total Number of Shares Purchased as part of Publicly Announced Program
(1)
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Approximate Dollar Value of Shares that may yet be Purchased under the Program
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||||||
October 1, 2016 through October 31, 2016
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—
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$
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—
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—
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$
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25.7
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November 1, 2016 through November 30, 2016
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—
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—
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—
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25.7
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December 1, 2016 through December 31, 2016
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—
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—
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—
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25.7
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—
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$
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—
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—
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$
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25.7
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(1)
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On December 2, 2015, the Board authorized a share repurchase program for up to $30 million of our common stock beginning on January 1, 2016 and continuing through December 31, 2018.
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Year Ended December 31,
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(In millions, except per share data)
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2016
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2015
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2014
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2013
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2012
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Income Statement Data:
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Revenue:
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JBT FoodTech
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$
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928.0
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$
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725.1
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$
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634.7
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$
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611.1
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$
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592.5
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JBT AeroTech
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422.5
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383.1
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350.2
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323.6
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325.0
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Other revenue and intercompany eliminations
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—
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(0.9
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)
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(0.7
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)
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(0.5
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)
|
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(0.2
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)
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Total revenue
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$
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1,350.5
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$
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1,107.3
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$
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984.2
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$
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934.2
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$
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917.3
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Operating expenses:
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Cost of sales
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$
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969.8
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$
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790.4
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$
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719.5
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$
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699.0
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|
$
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684.4
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Selling, general and administrative expense
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236.7
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|
|
207.0
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|
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183.3
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|
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166.6
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|
|
158.7
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Research and development expense
|
23.6
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18.2
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|
|
14.6
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|
|
14.0
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|
|
14.3
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|
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Restructuring expense
|
12.3
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|
|
—
|
|
|
14.5
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|
|
1.6
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|
|
0.1
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|
|
|||||
Other (income) expense, net
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4.7
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|
|
2.7
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|
|
1.6
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(0.2
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)
|
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(1.1
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)
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|||||
Operating income
|
103.4
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|
|
89.0
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|
|
50.7
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|
|
53.2
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|
|
60.9
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|||||
Interest income
|
1.6
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|
|
1.1
|
|
|
1.6
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2.2
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|
|
0.5
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|||||
Interest expense
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(11.0
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)
|
|
(7.9
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)
|
|
(7.6
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)
|
|
(7.6
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)
|
|
(7.4
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)
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|||||
Income from continuing operations before income taxes
|
94.0
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|
|
82.2
|
|
|
44.7
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|
|
47.8
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|
|
54.0
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|
|
|||||
Provision for income taxes
|
26.0
|
|
|
26.2
|
|
|
13.9
|
|
|
13.8
|
|
|
16.9
|
|
|
|||||
Income from continuing operations
|
68.0
|
|
|
56.0
|
|
|
30.8
|
|
|
34.0
|
|
|
37.1
|
|
|
|||||
Loss from discontinued operations, net of income taxes
|
(0.4
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(0.9
|
)
|
|
(0.9
|
)
|
|
|||||
Net income
|
$
|
67.6
|
|
|
$
|
55.9
|
|
|
$
|
30.8
|
|
|
$
|
33.1
|
|
|
$
|
36.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
$
|
2.28
|
|
|
$
|
1.88
|
|
|
$
|
1.03
|
|
|
$
|
1.15
|
|
|
$
|
1.26
|
|
|
Net income
|
$
|
2.27
|
|
|
$
|
1.88
|
|
|
$
|
1.03
|
|
|
$
|
1.11
|
|
|
$
|
1.23
|
|
|
Diluted weighted average shares outstanding
|
29.8
|
|
|
29.8
|
|
|
29.9
|
|
|
29.7
|
|
|
29.5
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividends declared per common share
|
$
|
0.40
|
|
|
$
|
0.37
|
|
|
$
|
0.36
|
|
|
$
|
0.34
|
|
|
$
|
0.28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Common Stock Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Common stock sales price range:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
$
|
93.55
|
|
|
$
|
51.34
|
|
|
$
|
33.99
|
|
|
$
|
30.00
|
|
|
$
|
18.20
|
|
|
Low
|
$
|
41.35
|
|
|
$
|
29.69
|
|
|
$
|
25.52
|
|
|
$
|
17.78
|
|
|
$
|
12.76
|
|
|
|
At December 31,
|
|
||||||||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
1,187.4
|
|
|
$
|
876.1
|
|
|
$
|
697.8
|
|
|
$
|
621.2
|
|
|
$
|
678.0
|
|
|
Long-term debt, less current portion
|
491.6
|
|
|
280.6
|
|
|
173.8
|
|
|
94.1
|
|
|
189.1
|
|
|
|
Year Ended December 31,
|
|
||||||||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
||||||||||
Other Financial Information:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
$
|
37.1
|
|
|
$
|
37.7
|
|
|
$
|
36.7
|
|
|
$
|
29.2
|
|
|
$
|
24.7
|
|
|
Cash flows provided by continuing operating activities
|
67.9
|
|
|
112.2
|
|
|
78.0
|
|
|
63.1
|
|
|
86.6
|
|
|
|||||
Order backlog (unaudited)
|
557.0
|
|
|
520.7
|
|
|
366.7
|
|
|
376.5
|
|
|
283.1
|
|
|
•
|
Accelerate New Product & Service Development.
JBT is accelerating the development of innovative products and services to provide customers with solutions that enhance yield and productivity and reduce lifetime cost of ownership.
|
•
|
Grow Recurring Revenue.
JBT is capitalizing on its extensive installed base to expand recurring revenue from aftermarket parts and services, equipment leases, consumables and airport services.
|
•
|
Execute Impact Initiatives.
JBT is enhancing organic growth through initiatives that enable us to sell the entire FoodTech portfolio globally, including enhancing our international sales and support infrastructure, localizing targeted products for emerging markets, and strategic cross selling of Protein and Liquid Foods products. Additionally, our impact initiatives are designed to support the reduction in operating cost including strategic sourcing, relentless continuous improvement (lean) efforts, and the optimization of organization structure. In AeroTech, we plan to continue to develop advanced military product offering and leading customer support capability to service global military customers.
|
•
|
Maintain Disciplined Acquisition Program.
We are also continuing our strategic acquisition program focused on companies that add complementary products, which enable us to offer more comprehensive solutions to customers, and meet our strict economic criteria for returns and synergies.
|
|
Year Ended December 31,
|
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
|
||||||
Income from continuing operations as reported
|
$
|
68.0
|
|
|
$
|
56.0
|
|
|
$
|
30.8
|
|
|
|
|
|
|
|
|
|
||||||
Non-GAAP adjustments
|
|
|
|
|
|
|
||||||
Restructuring expense
|
12.3
|
|
|
—
|
|
|
14.5
|
|
|
|||
Management succession costs
|
—
|
|
|
—
|
|
|
6.4
|
|
|
|||
Strategy and pricing consulting
|
—
|
|
|
—
|
|
|
2.4
|
|
|
|||
|
|
|
|
|
|
|
||||||
Impact on tax provision from Non-GAAP adjustments
(1)
|
(3.9
|
)
|
|
—
|
|
|
(7.5
|
)
|
|
|||
Adjusted income from continuing operations
|
$
|
76.4
|
|
|
$
|
56.0
|
|
|
$
|
46.6
|
|
|
|
|
|
|
|
|
|
||||||
(In millions, except per share data)
|
|
|
|
|
|
|
||||||
Income from continuing operations as reported
|
$
|
68.0
|
|
|
$
|
56.0
|
|
|
$
|
30.8
|
|
|
Total shares and dilutive securities
|
29.8
|
|
|
29.8
|
|
|
29.9
|
|
|
|||
Diluted earnings per share from continuing operations
|
$
|
2.28
|
|
|
$
|
1.88
|
|
|
$
|
1.03
|
|
|
|
|
|
|
|
|
|
||||||
Adjusted income from continuing operations
|
76.4
|
|
|
56.0
|
|
|
46.6
|
|
|
|||
Total shares and dilutive securities
|
29.8
|
|
|
29.8
|
|
|
29.9
|
|
|
|||
Adjusted diluted earnings per share from continuing operations
|
$
|
2.56
|
|
|
$
|
1.88
|
|
|
$
|
1.56
|
|
|
|
Year Ended December 31,
|
||||||
(In millions)
|
2016
|
|
2015
|
||||
Net income
|
$
|
67.6
|
|
|
$
|
55.9
|
|
Loss from discontinued operations, net of taxes
|
(0.4
|
)
|
|
(0.1
|
)
|
||
Income from continuing operations as reported
|
68.0
|
|
|
56.0
|
|
||
Provision for income taxes
|
26.0
|
|
|
26.2
|
|
||
Net interest expense
|
9.4
|
|
|
6.8
|
|
||
Depreciation and amortization
|
38.5
|
|
|
29.6
|
|
||
EBITDA
|
141.9
|
|
|
118.6
|
|
||
|
|
|
|
||||
Restructuring expense
|
12.3
|
|
|
—
|
|
||
Adjusted EBITDA
|
$
|
154.2
|
|
|
$
|
118.6
|
|
|
Year Ended December 31,
|
|
Favorable / (Unfavorable)
|
|
||||||||||||||||
(in millions)
|
2016
|
|
2015
|
|
2014
|
|
2016
vs.
2015
|
|
2015
vs.
2014
|
|
||||||||||
Revenue
|
$
|
1,350.5
|
|
|
$
|
1,107.3
|
|
|
$
|
984.2
|
|
|
$
|
243.2
|
|
|
$
|
123.1
|
|
|
Cost of sales
|
969.8
|
|
|
790.4
|
|
|
719.5
|
|
|
(179.4
|
)
|
|
(70.9
|
)
|
|
|||||
Gross profit
|
380.7
|
|
|
316.9
|
|
|
264.7
|
|
|
63.8
|
|
|
52.2
|
|
|
|||||
Selling, general and administrative expense
|
236.7
|
|
|
207.0
|
|
|
183.3
|
|
|
(29.7
|
)
|
|
(23.7
|
)
|
|
|||||
Research and development expense
|
23.6
|
|
|
18.2
|
|
|
14.6
|
|
|
(5.4
|
)
|
|
(3.6
|
)
|
|
|||||
Restructuring expense
|
12.3
|
|
|
—
|
|
|
14.5
|
|
|
(12.3
|
)
|
|
14.5
|
|
|
|||||
Other (income) expense, net
|
4.7
|
|
|
2.7
|
|
|
1.6
|
|
|
(2.0
|
)
|
|
(1.1
|
)
|
|
|||||
Operating income
|
103.4
|
|
|
89.0
|
|
|
50.7
|
|
|
14.4
|
|
|
38.3
|
|
|
|||||
Interest income
|
1.6
|
|
|
1.1
|
|
|
1.6
|
|
|
0.5
|
|
|
(0.5
|
)
|
|
|||||
Interest expense
|
(11.0
|
)
|
|
(7.9
|
)
|
|
(7.6
|
)
|
|
(3.1
|
)
|
|
(0.3
|
)
|
|
|||||
Income from continuing operations before income taxes
|
94.0
|
|
|
82.2
|
|
|
44.7
|
|
|
11.8
|
|
|
37.5
|
|
|
|||||
Provision for income taxes
|
26.0
|
|
|
26.2
|
|
|
13.9
|
|
|
0.2
|
|
|
(12.3
|
)
|
|
|||||
Income from continuing operations
|
68.0
|
|
|
56.0
|
|
|
30.8
|
|
|
12.0
|
|
|
25.2
|
|
|
|||||
Loss from discontinued operations, net of income taxes
|
(0.4
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(0.3
|
)
|
|
(0.1
|
)
|
|
|||||
Net income
|
$
|
67.6
|
|
|
$
|
55.9
|
|
|
$
|
30.8
|
|
|
$
|
11.7
|
|
|
$
|
25.1
|
|
|
•
|
Gross profit increased $63.8 million, or $67.3 million in constant currency, but declined as a percentage of revenue from 28.6% to 28.2%. The decrease in profit margins reflect lower gross profit margins contributed from businesses acquired in 2015 and 2016 which was somewhat offset by higher margins from strategic value selling.
|
•
|
Selling, general and administrative (SG&A) expenses increased by $29.7 million, or $33.0 million in constant currency, but declined as a percentage of revenue from 18.7% to 17.5%. The increase was primarily a result of higher corporate expenses of $8.0 million including costs incurred in preparation for the implementation of a new global ERP system, and investments in Next Level initiatives including global sourcing initiatives and continuous improvement projects. In addition, we incurred $8.6 million in incremental SG&A from businesses acquired during 2015 and 2016.
|
•
|
Research and development expense increased by $5.4 million from new product development primarily in FoodTech Liquid Foods, aligned with investments in newly acquired businesses.
|
•
|
Restructuring expense increased $12.3 million. We initiated an optimization program in early 2016 designed to realign certain FoodTech businesses.
|
•
|
Other (income) expense, net, increased by $2.0 million, primarily due to higher acquisition costs incurred on acquisitions pursued or completed in 2016.
|
•
|
Gross profit increased $52.2 million, or $79.3 million in constant currency. This increase is a result of higher volumes combined with higher gross profit margins driven by $22.6 million in constant currency from acquisitions compared to 2014, and the benefits of improved productivity, operating efficiencies and strategic value selling.
|
•
|
Selling, general and administrative (SG&A) expenses increased by $23.7 million, or $39.8 million in constant currency. The increase was primarily a result of the addition of newly acquired businesses, as well as investments to support Next Level initiatives and higher volume activity.
|
•
|
Research and development expense increased by $3.6 million primarily to support Next Level initiatives.
|
•
|
Restructuring expense decreased $14.5 million. In the prior year, we recorded restructuring expense of $14.5 million in connection with our plan to optimize the overall JBT cost structure on a global basis.
|
•
|
Other (income) expense, net, increased by $1.1 million, primarily due to higher acquisition costs incurred on the acquisitions completed in 2015.
|
|
Year Ended December 31,
|
|
Favorable / (Unfavorable)
|
|
||||||||||||||||
(in millions)
|
2016
|
|
2015
|
|
2014
|
|
2016
vs. 2015 |
|
2015
vs. 2014 |
|
||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
||||||||||
JBT FoodTech
|
$
|
928.0
|
|
|
$
|
725.1
|
|
|
$
|
634.7
|
|
|
$
|
202.9
|
|
|
$
|
90.4
|
|
|
JBT AeroTech
|
422.5
|
|
|
383.1
|
|
|
350.2
|
|
|
39.4
|
|
|
32.9
|
|
|
|||||
Other revenue and intercompany eliminations
|
—
|
|
|
(0.9
|
)
|
|
(0.7
|
)
|
|
0.9
|
|
|
(0.2
|
)
|
|
|||||
Total revenue
|
$
|
1,350.5
|
|
|
$
|
1,107.3
|
|
|
$
|
984.2
|
|
|
$
|
243.2
|
|
|
$
|
123.1
|
|
|
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Segment operating profit:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
JBT FoodTech
|
$
|
113.2
|
|
|
$
|
85.4
|
|
|
$
|
72.7
|
|
|
$
|
27.8
|
|
|
$
|
12.7
|
|
|
JBT AeroTech
|
45.1
|
|
|
38.2
|
|
|
30.0
|
|
|
6.9
|
|
|
8.2
|
|
|
|||||
Total segment operating profit
|
158.3
|
|
|
123.6
|
|
|
102.7
|
|
|
34.7
|
|
|
20.9
|
|
|
|||||
Corporate items:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Corporate expense
|
(42.6
|
)
|
|
(34.6
|
)
|
|
(37.5
|
)
|
|
(8.0
|
)
|
|
2.9
|
|
|
|||||
Restructuring expense
|
(12.3
|
)
|
|
—
|
|
|
(14.5
|
)
|
|
(12.3
|
)
|
|
14.5
|
|
|
|||||
Net interest expense
|
(9.4
|
)
|
|
(6.8
|
)
|
|
(6.0
|
)
|
|
(2.6
|
)
|
|
(0.8
|
)
|
|
|||||
Total corporate items
|
(64.3
|
)
|
|
(41.4
|
)
|
|
(58.0
|
)
|
|
(22.9
|
)
|
|
16.6
|
|
|
|||||
Income from continuing operations before income taxes
|
94.0
|
|
|
82.2
|
|
|
44.7
|
|
|
11.8
|
|
|
37.5
|
|
|
|||||
Provision for income taxes
|
26.0
|
|
|
26.2
|
|
|
13.9
|
|
|
0.2
|
|
|
(12.3
|
)
|
|
|||||
Income from continuing operations
|
68.0
|
|
|
56.0
|
|
|
30.8
|
|
|
12.0
|
|
|
25.2
|
|
|
|||||
Loss from discontinued operations, net of income taxes
|
(0.4
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(0.3
|
)
|
|
(0.1
|
)
|
|
|||||
Net income
|
$
|
67.6
|
|
|
$
|
55.9
|
|
|
$
|
30.8
|
|
|
$
|
11.7
|
|
|
$
|
25.1
|
|
|
(In millions)
|
2016
|
|
2015
|
|
||||
JBT FoodTech
|
$
|
915.6
|
|
|
$
|
795.8
|
|
|
JBT AeroTech
|
442.0
|
|
|
430.5
|
|
|
||
Other and intercompany eliminations
|
—
|
|
|
(0.9
|
)
|
|
||
Total inbound orders
|
$
|
1,357.6
|
|
|
$
|
1,225.4
|
|
|
(In millions)
|
2016
|
|
2015
|
|
||||
JBT FoodTech
|
$
|
325.5
|
|
|
$
|
308.1
|
|
|
JBT AeroTech
|
231.5
|
|
|
212.6
|
|
|
||
Total order backlog
|
$
|
557.0
|
|
|
$
|
520.7
|
|
|
|
Payments due by period
|
|
||||||||||||||||||
(In millions)
|
Total
payments
|
|
Less than 1
year
|
|
1 - 3
years
|
|
3-5
years
|
|
After 5
years
|
|
||||||||||
Long-term debt (a)
|
$
|
499.2
|
|
|
$
|
7.1
|
|
|
$
|
—
|
|
|
$
|
492.1
|
|
|
$
|
—
|
|
|
Interest payments on long-term debt (b)
|
44.3
|
|
|
10.4
|
|
|
31.3
|
|
|
2.6
|
|
|
—
|
|
|
|||||
Operating leases
|
22.3
|
|
|
6.3
|
|
|
7.4
|
|
|
4.9
|
|
|
3.7
|
|
|
|||||
Amounts due sellers from acquisitions (c)
|
13.0
|
|
|
7.0
|
|
|
6.0
|
|
|
—
|
|
|
—
|
|
|
|||||
Unconditional purchase obligations (d)
|
50.6
|
|
|
49.2
|
|
|
1.4
|
|
|
—
|
|
|
—
|
|
|
|||||
Pension and other post-retirement benefits (e)
|
14.0
|
|
|
14.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||
Total contractual obligations
|
$
|
643.4
|
|
|
$
|
94.0
|
|
|
$
|
46.1
|
|
|
$
|
499.6
|
|
|
$
|
3.7
|
|
|
(a)
|
Our available long-term debt is dependent upon our compliance with covenants described under the heading “Financing Arrangements” later in Item 7. Any violations of covenants or other events of default, which are not waived or cured, could have a material impact on our ability to maintain our committed financial arrangements and could accelerate our obligation to repay the amount due. We are in compliance with all debt covenants as of December 31, 2016.
|
(b)
|
Interest payments were determined using the weighted average rates for all debt outstanding as of
December 31, 2016
.
|
(c)
|
We have obligations to make $1.0 million of contingent purchase price payments to the sellers of Novus and Formcook that were deferred in conjunction with the acquisitions, subject to certain conditions specified in the definitive transaction documents. We also have an obligation to make $12.0 million of holdback payments to the sellers of C.A.T. that was acquired in the fourth quarter 2016, subject to certain conditions specified in the definitive transaction documents.
|
(d)
|
In the normal course of business, we enter into agreements with our suppliers to purchase raw materials or services. These agreements include a requirement that our supplier provide products or services to our specifications and require us to make a firm purchase commitment to our supplier. As substantially all of these commitments are associated with purchases made to fulfill our customers’ orders, the costs associated with these agreements will ultimately be reflected in cost of sales on our consolidated statements of income.
|
(e)
|
This amount reflects planned contributions in
2017
to our pension plans. Required contributions for future years depend on factors that cannot be determined at this time.
|
|
Amount of commitment expiration per period
|
|
||||||||||||||||||
(In millions)
|
Total
amount
|
|
Less than 1
year
|
|
1 - 3
years
|
|
3-5
years
|
|
After 5
years
|
|
||||||||||
Letters of credit and bank guarantees
|
$
|
25.5
|
|
|
$
|
21.5
|
|
|
$
|
3.8
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
Surety bonds
|
167.5
|
|
|
89.9
|
|
|
46.6
|
|
|
31.0
|
|
|
—
|
|
|
|||||
Total other off-balance sheet arrangements
|
$
|
193.0
|
|
|
$
|
111.4
|
|
|
$
|
50.4
|
|
|
$
|
31.0
|
|
|
$
|
0.2
|
|
|
(In millions)
|
2016
|
|
2015
|
|
2014
|
|
||||||
Cash provided by continuing operating activities
|
$
|
67.9
|
|
|
$
|
112.2
|
|
|
$
|
78.0
|
|
|
Cash required by continuing investing activities
|
(266.8
|
)
|
|
(185.1
|
)
|
|
(126.6
|
)
|
|
|||
Cash provided by financing activities
|
194.9
|
|
|
83.9
|
|
|
61.9
|
|
|
|||
Cash required by discontinued operations
|
(0.5
|
)
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|
|||
Effect of foreign exchange rate changes on cash and cash equivalents
|
0.5
|
|
|
(6.8
|
)
|
|
(9.1
|
)
|
|
|||
Increase (decrease) in cash and cash equivalents
|
$
|
(4.0
|
)
|
|
$
|
3.9
|
|
|
$
|
3.9
|
|
|
|
Year Ended December 31,
|
|
||||||||||
(In millions, except per share data)
|
2016
|
|
2015
|
|
2014
|
|
||||||
Revenue:
|
|
|
|
|
|
|
||||||
Product revenue
|
$
|
1,133.1
|
|
|
$
|
957.8
|
|
|
$
|
857.5
|
|
|
Service revenue
|
217.4
|
|
|
149.5
|
|
|
126.7
|
|
|
|||
Total revenue
|
1,350.5
|
|
|
1,107.3
|
|
|
984.2
|
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Cost of products
|
803.8
|
|
|
676.2
|
|
|
625.7
|
|
|
|||
Cost of services
|
166.0
|
|
|
114.2
|
|
|
93.8
|
|
|
|||
Selling, general and administrative expense
|
236.7
|
|
|
207.0
|
|
|
183.3
|
|
|
|||
Research and development expense
|
23.6
|
|
|
18.2
|
|
|
14.6
|
|
|
|||
Restructuring expense
|
12.3
|
|
|
—
|
|
|
14.5
|
|
|
|||
Other expense, net
|
4.7
|
|
|
2.7
|
|
|
1.6
|
|
|
|||
Operating income:
|
103.4
|
|
|
89.0
|
|
|
50.7
|
|
|
|||
Interest income
|
1.6
|
|
|
1.1
|
|
|
1.6
|
|
|
|||
Interest expense
|
(11.0
|
)
|
|
(7.9
|
)
|
|
(7.6
|
)
|
|
|||
Income from continuing operations before income taxes
|
94.0
|
|
|
82.2
|
|
|
44.7
|
|
|
|||
Provision for income taxes
|
26.0
|
|
|
26.2
|
|
|
13.9
|
|
|
|||
Income from continuing operations
|
68.0
|
|
|
56.0
|
|
|
30.8
|
|
|
|||
Loss from discontinued operations, net of income taxes
|
(0.4
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
|||
Net income
|
$
|
67.6
|
|
|
$
|
55.9
|
|
|
$
|
30.8
|
|
|
|
|
|
|
|
|
|
||||||
Basic earnings per share:
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
2.31
|
|
|
$
|
1.90
|
|
|
$
|
1.04
|
|
|
Loss from discontinued operations
|
(0.01
|
)
|
|
(0.01
|
)
|
|
—
|
|
|
|||
Net income
|
$
|
2.30
|
|
|
$
|
1.89
|
|
|
$
|
1.04
|
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
2.28
|
|
|
$
|
1.88
|
|
|
$
|
1.03
|
|
|
Loss from discontinued operations
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
|
|||
Net income
|
$
|
2.27
|
|
|
$
|
1.88
|
|
|
$
|
1.03
|
|
|
Dividends declared per share
|
$
|
0.40
|
|
|
$
|
0.37
|
|
|
$
|
0.36
|
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
29.4
|
|
|
29.5
|
|
|
29.5
|
|
|
|||
Diluted
|
29.8
|
|
|
29.8
|
|
|
29.9
|
|
|
|
Year Ended December 31,
|
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
|
||||||
Net income
|
$
|
67.6
|
|
|
$
|
55.9
|
|
|
$
|
30.8
|
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(5.7
|
)
|
|
(21.9
|
)
|
|
(20.6
|
)
|
|
|||
Pension and other post-retirement benefits adjustments, net of tax
|
(4.8
|
)
|
|
(7.4
|
)
|
|
(36.4
|
)
|
|
|||
Derivatives designated as hedges, net of tax
|
0.7
|
|
|
(0.8
|
)
|
|
—
|
|
|
|||
Other comprehensive income (loss)
|
(9.8
|
)
|
|
(30.1
|
)
|
|
(57.0
|
)
|
|
|||
Comprehensive income (loss)
|
$
|
57.8
|
|
|
$
|
25.8
|
|
|
$
|
(26.2
|
)
|
|
(In millions, except per share and number of shares)
|
December 31,
2016 |
|
December 31,
2015 |
|
||||
|
|
|
|
|
||||
Assets
|
|
|
|
|
||||
Current Assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
33.2
|
|
|
$
|
37.2
|
|
|
Trade receivables, net of allowances of $3.1 and $2.1, respectively
|
260.5
|
|
|
212.5
|
|
|
||
Inventories
|
139.6
|
|
|
104.9
|
|
|
||
Other current assets
|
51.7
|
|
|
41.6
|
|
|
||
Total current assets
|
485.0
|
|
|
396.2
|
|
|
||
Property, plant and equipment, net of accumulated depreciation of $238.0 and $223.8, respectively
|
210.2
|
|
|
181.1
|
|
|
||
Goodwill
|
239.5
|
|
|
152.5
|
|
|
||
Intangible assets, net
|
186.0
|
|
|
86.8
|
|
|
||
Deferred income taxes
|
35.0
|
|
|
32.0
|
|
|
||
Other assets
|
31.7
|
|
|
27.5
|
|
|
||
Total Assets
|
$
|
1,187.4
|
|
|
$
|
876.1
|
|
|
|
|
|
|
|
||||
Liabilities and Stockholders' Equity
|
|
|
|
|
||||
Current Liabilities:
|
|
|
|
|
||||
Short-term debt and current portion of long-term debt
|
$
|
7.1
|
|
|
$
|
2.2
|
|
|
Accounts payable, trade and other
|
135.7
|
|
|
110.7
|
|
|
||
Advance and progress payments
|
110.5
|
|
|
115.8
|
|
|
||
Accrued payroll
|
49.1
|
|
|
45.8
|
|
|
||
Other current liabilities
|
90.6
|
|
|
78.6
|
|
|
||
Total current liabilities
|
393.0
|
|
|
353.1
|
|
|
||
Long-term debt, less current portion
|
491.6
|
|
|
280.6
|
|
|
||
Accrued pension and other post-retirement benefits, less current portion
|
86.1
|
|
|
90.7
|
|
|
||
Other liabilities
|
36.8
|
|
|
22.0
|
|
|
||
Commitments and contingencies (Note 15)
|
|
|
|
|
||||
Stockholders' Equity:
|
|
|
|
|
||||
Preferred stock, $0.01 par value; 20,000,000 shares authorized; no shares issued in 2016 or 2015
|
—
|
|
|
—
|
|
|
||
Common stock, $0.01 par value; 120,000,000 shares authorized; 2016: 29,316,041 issued, and 29,156,847 outstanding; 2015: 29,316,041 issued and 29,147,380 outstanding
|
0.3
|
|
|
0.3
|
|
|
||
Common stock held in treasury, at cost; 2016: 159,194; and 2015: 168,661 shares
|
(7.2
|
)
|
|
(6.1
|
)
|
|
||
Additional paid-in capital
|
77.2
|
|
|
71.6
|
|
|
||
Retained earnings
|
266.6
|
|
|
211.1
|
|
|
||
Accumulated other comprehensive loss
|
(157.0
|
)
|
|
(147.2
|
)
|
|
||
Total Stockholders' Equity
|
179.9
|
|
|
129.7
|
|
|
||
Total Liabilities and Stockholders' Equity
|
$
|
1,187.4
|
|
|
$
|
876.1
|
|
|
|
Year Ended December 31,
|
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
|
||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
|
||||||
Net income
|
$
|
67.6
|
|
|
$
|
55.9
|
|
|
$
|
30.8
|
|
|
Loss from discontinued operations, net of income taxes
|
0.4
|
|
|
0.1
|
|
|
—
|
|
|
|||
Income from continuing operations
|
68.0
|
|
|
56.0
|
|
|
30.8
|
|
|
|||
Adjustments to reconcile net income from continuing operations to cash provided by operating activities of continuing operations:
|
|
|
|
|
|
|
||||||
Depreciation
|
25.4
|
|
|
20.0
|
|
|
19.1
|
|
|
|||
Amortization
|
13.1
|
|
|
9.6
|
|
|
6.2
|
|
|
|||
Stock-based compensation
|
9.9
|
|
|
7.2
|
|
|
7.3
|
|
|
|||
Pension and other post-retirement benefits expense
|
(1.0
|
)
|
|
(1.4
|
)
|
|
2.7
|
|
|
|||
Deferred income taxes
|
(0.1
|
)
|
|
5.8
|
|
|
4.9
|
|
|
|||
Other
|
(0.7
|
)
|
|
0.1
|
|
|
(0.9
|
)
|
|
|||
Changes in operating assets and liabilities, net of effects of acquisitions:
|
|
|
|
|
|
|
||||||
Trade receivables, net
|
(29.0
|
)
|
|
(11.3
|
)
|
|
9.8
|
|
|
|||
Inventories
|
(2.9
|
)
|
|
15.6
|
|
|
7.7
|
|
|
|||
Accounts payable, trade and other
|
16.1
|
|
|
10.4
|
|
|
2.1
|
|
|
|||
Advance payments and progress billings
|
(17.0
|
)
|
|
26.9
|
|
|
1.4
|
|
|
|||
Accrued pension and other post-retirement benefits, net
|
(10.5
|
)
|
|
(14.3
|
)
|
|
(19.9
|
)
|
|
|||
Other assets and liabilities, net
|
(3.4
|
)
|
|
(12.4
|
)
|
|
6.8
|
|
|
|||
Cash provided by continuing operating activities
|
67.9
|
|
|
112.2
|
|
|
78.0
|
|
|
|||
Net cash required by discontinued operating activities
|
(0.5
|
)
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|
|||
Cash provided by operating activities
|
67.4
|
|
|
111.9
|
|
|
77.7
|
|
|
|||
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
||||||
Acquisitions, net of cash acquired
|
(232.0
|
)
|
|
(150.9
|
)
|
|
(91.3
|
)
|
|
|||
Capital expenditures
|
(37.1
|
)
|
|
(37.7
|
)
|
|
(36.7
|
)
|
|
|||
Proceeds from disposal of assets
|
2.3
|
|
|
1.5
|
|
|
1.4
|
|
|
|||
Proceeds from property available for sale
|
—
|
|
|
2.0
|
|
|
—
|
|
|
|||
Cash required by investing activities
|
(266.8
|
)
|
|
(185.1
|
)
|
|
(126.6
|
)
|
|
|||
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
||||||
Net increase (decrease) in short-term debt
|
0.9
|
|
|
(1.5
|
)
|
|
1.5
|
|
|
|||
Proceeds from short-term foreign credit facilities
|
15.3
|
|
|
—
|
|
|
—
|
|
|
|||
Payments of short-term foreign credit facilities
|
(11.0
|
)
|
|
—
|
|
|
—
|
|
|
|||
Cash provided by refinancing credit facility
|
—
|
|
|
183.7
|
|
|
—
|
|
|
|||
Cash payments to settle existing credit facility
|
—
|
|
|
(183.7
|
)
|
|
—
|
|
|
|||
Net borrowings (payments) on credit facilities
|
62.4
|
|
|
184.3
|
|
|
77.5
|
|
|
|||
Issuance of long-term debt
|
149.5
|
|
|
—
|
|
|
4.5
|
|
|
|||
Cash payments to settle private placement debt
|
—
|
|
|
(75.0
|
)
|
|
—
|
|
|
|||
Repayment of long-term debt
|
(2.0
|
)
|
|
(1.4
|
)
|
|
(5.6
|
)
|
|
|||
Excess tax benefits
|
1.5
|
|
|
2.2
|
|
|
1.0
|
|
|
|||
Tax witholdings on stock-based compensation awards
|
(2.6
|
)
|
|
(5.8
|
)
|
|
(3.6
|
)
|
|
|||
Purchase of treasury stock
|
(4.3
|
)
|
|
(7.7
|
)
|
|
(2.8
|
)
|
|
|||
Dividends
|
(11.8
|
)
|
|
(11.2
|
)
|
|
(10.7
|
)
|
|
|||
Other
|
(3.0
|
)
|
|
—
|
|
|
0.1
|
|
|
|||
Cash provided by financing activities
|
194.9
|
|
|
83.9
|
|
|
61.9
|
|
|
|||
Effect of foreign exchange rate changes on cash and cash equivalents
|
0.5
|
|
|
(6.8
|
)
|
|
(9.1
|
)
|
|
|||
Increase (decrease) in cash and cash equivalents
|
(4.0
|
)
|
|
3.9
|
|
|
3.9
|
|
|
|||
Cash and cash equivalents, beginning of period
|
37.2
|
|
|
33.3
|
|
|
29.4
|
|
|
|||
Cash and cash equivalents, end of period
|
$
|
33.2
|
|
|
$
|
37.2
|
|
|
$
|
33.3
|
|
|
Supplemental Cash Flow Information:
|
|
|
|
|
|
|
||||||
Interest paid
|
$
|
10.4
|
|
|
$
|
7.7
|
|
|
$
|
7.7
|
|
|
Income taxes paid
|
25.8
|
|
|
13.8
|
|
|
8.2
|
|
|
|||
Acquisition - deferred consideration (non-cash)
|
12.0
|
|
|
—
|
|
|
—
|
|
|
(In millions)
|
Common Stock
|
|
Common Stock
Held in Treasury
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income(Loss)
|
|
Total Equity
|
|
||||||||||||
December 31, 2013
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
67.7
|
|
|
$
|
146.5
|
|
|
$
|
(60.1
|
)
|
|
$
|
154.4
|
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
30.8
|
|
|
—
|
|
|
30.8
|
|
|
||||||
Issuance of common stock
|
—
|
|
|
1.3
|
|
|
(1.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Taxes withheld on issuance of stock-based awards
|
—
|
|
|
—
|
|
|
(3.6
|
)
|
|
—
|
|
|
—
|
|
|
(3.6
|
)
|
|
||||||
Excess tax benefits on stock-based payment arrangements
|
—
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
||||||
Dividends on stock-based payment arrangements
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
|
||||||
Common stock cash dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.5
|
)
|
|
—
|
|
|
(10.5
|
)
|
|
||||||
Share repurchases
|
—
|
|
|
(2.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.8
|
)
|
|
||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20.6
|
)
|
|
(20.6
|
)
|
|
||||||
Pension and other post-retirement liability adjustments, net of income taxes of $21.9
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36.4
|
)
|
|
(36.4
|
)
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
7.3
|
|
|
—
|
|
|
—
|
|
|
7.3
|
|
|
||||||
December 31, 2014
|
0.3
|
|
|
(1.5
|
)
|
|
71.1
|
|
|
166.4
|
|
|
(117.1
|
)
|
|
119.2
|
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
55.9
|
|
|
—
|
|
|
55.9
|
|
|
||||||
Issuance of common stock
|
—
|
|
|
3.1
|
|
|
(3.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Taxes withheld on issuance of stock-based awards
|
—
|
|
|
—
|
|
|
(5.8
|
)
|
|
—
|
|
|
—
|
|
|
(5.8
|
)
|
|
||||||
Excess tax benefits on stock-based payment arrangements
|
—
|
|
|
—
|
|
|
2.2
|
|
|
—
|
|
|
—
|
|
|
2.2
|
|
|
||||||
Dividends on stock-based payment arrangements
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
|
||||||
Common stock cash dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.8
|
)
|
|
—
|
|
|
(10.8
|
)
|
|
||||||
Share repurchases
|
—
|
|
|
(7.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.7
|
)
|
|
||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21.9
|
)
|
|
(21.9
|
)
|
|
||||||
Derivatives designated as hedges, net of income taxes of $0.6
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
(0.8
|
)
|
|
||||||
Pension and other post-retirement liability adjustments, net of income taxes of $5.5
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.4
|
)
|
|
(7.4
|
)
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
7.2
|
|
|
—
|
|
|
—
|
|
|
7.2
|
|
|
||||||
December 31, 2015
|
0.3
|
|
|
(6.1
|
)
|
|
71.6
|
|
|
211.1
|
|
|
(147.2
|
)
|
|
129.7
|
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
67.6
|
|
|
—
|
|
|
67.6
|
|
|
||||||
Issuance of common stock
|
—
|
|
|
3.2
|
|
|
(3.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Taxes withheld on issuance of stock-based awards
|
—
|
|
|
—
|
|
|
(2.6
|
)
|
|
—
|
|
|
—
|
|
|
(2.6
|
)
|
|
||||||
Excess tax benefits on stock-based payment arrangements
|
—
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
||||||
Dividends on stock-based payment arrangements
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
|
||||||
Common stock cash dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.7
|
)
|
|
—
|
|
|
(11.7
|
)
|
|
||||||
Share repurchases
|
—
|
|
|
(4.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.3
|
)
|
|
||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.7
|
)
|
|
(5.7
|
)
|
|
||||||
Derivatives designated as hedges, net of income taxes of $0.4
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
0.7
|
|
|
||||||
Pension and other post-retirement liability adjustments, net of income taxes of ($1.8)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.8
|
)
|
|
(4.8
|
)
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
9.9
|
|
|
—
|
|
|
—
|
|
|
9.9
|
|
|
||||||
December 31, 2016
|
$
|
0.3
|
|
|
$
|
(7.2
|
)
|
|
$
|
77.2
|
|
|
$
|
266.6
|
|
|
$
|
(157.0
|
)
|
|
$
|
179.9
|
|
|
(In millions)
|
|
|
||
Other assets acquired
|
$
|
29.6
|
|
|
Inventories
|
17.0
|
|
|
|
Property, plant and equipment
|
17.4
|
|
|
|
Other identifiable intangible assets
|
66.3
|
|
|
|
Deferred taxes
|
(5.6
|
)
|
|
|
Other liabilities assumed
|
(20.1
|
)
|
|
|
Total identifiable net assets
|
$
|
104.6
|
|
|
|
|
|
||
Total purchase price
|
$
|
158.9
|
|
|
|
|
|
||
Goodwill
|
$
|
54.3
|
|
|
(In millions, except per share data)
|
2016
|
|
2015
|
||||
Revenue
|
|
|
|
||||
Pro forma
|
$
|
1,460.1
|
|
|
$
|
1,258.5
|
|
As reported
|
1,350.5
|
|
|
1,107.3
|
|
||
Net Earnings
|
|
|
|
||||
Pro forma
|
74.8
|
|
|
63.9
|
|
||
As reported
|
68.0
|
|
|
56.0
|
|
||
Net earnings from continuing operations per share
|
|
|
|
||||
Pro forma
|
|
|
|
||||
Basic
|
2.54
|
|
|
2.17
|
|
||
Fully diluted
|
2.51
|
|
|
2.15
|
|
||
As reported
|
|
|
|
||||
Basic
|
2.31
|
|
|
1.90
|
|
||
Fully diluted
|
2.28
|
|
|
1.88
|
|
(In millions)
|
|
|
||
Other assets acquired
|
|
$
|
21.6
|
|
Inventories
|
|
1.0
|
|
|
Property, plant and equipment
|
|
18.1
|
|
|
Other identifiable intangible assets
|
|
25.0
|
|
|
Liabilities assumed
|
|
(16.0
|
)
|
|
Total identifiable net assets
|
|
$
|
49.7
|
|
|
|
|
||
Total purchase price
|
|
103.0
|
|
|
|
|
|
||
Goodwill
|
|
$
|
53.3
|
|
(In millions)
|
2016
|
|
2015
|
||||
Raw materials
|
$
|
62.9
|
|
|
$
|
55.0
|
|
Work in process
|
57.3
|
|
|
36.8
|
|
||
Finished goods
|
86.2
|
|
|
81.8
|
|
||
Gross inventories before LIFO reserves and valuation adjustments
|
206.4
|
|
|
173.6
|
|
||
LIFO reserves and valuation adjustments
|
(66.8
|
)
|
|
(68.7
|
)
|
||
Net inventories
|
$
|
139.6
|
|
|
$
|
104.9
|
|
(In millions)
|
2016
|
|
2015
|
|
||||
Land and land improvements
|
$
|
14.7
|
|
|
$
|
10.6
|
|
|
Buildings
|
92.7
|
|
|
87.6
|
|
|
||
Machinery and equipment
|
326.0
|
|
|
293.6
|
|
|
||
Construction in process
|
14.8
|
|
|
13.1
|
|
|
||
|
448.2
|
|
|
404.9
|
|
|
||
Accumulated depreciation
|
(238.0
|
)
|
|
(223.8
|
)
|
|
||
Property, plant and equipment, net
|
$
|
210.2
|
|
|
$
|
181.1
|
|
|
(In millions)
|
JBT FoodTech
|
|
JBT AeroTech
|
|
Total
|
||||||
Balance as of January 1, 2015
|
$
|
61.4
|
|
|
$
|
7.8
|
|
|
$
|
69.2
|
|
Acquisitions
|
85.0
|
|
|
—
|
|
|
85.0
|
|
|||
Currency translation
|
(1.6
|
)
|
|
(0.1
|
)
|
|
(1.7
|
)
|
|||
Balance as of December 31, 2015
|
144.8
|
|
|
7.7
|
|
|
152.5
|
|
|||
Acquisitions
|
90.1
|
|
|
—
|
|
|
90.1
|
|
|||
Currency translation
|
(3.1
|
)
|
|
—
|
|
|
(3.1
|
)
|
|||
Balance as of December 31, 2016
|
$
|
231.8
|
|
|
$
|
7.7
|
|
|
$
|
239.5
|
|
|
2016
|
|
2015
|
||||||||||||
(In millions)
|
Gross carrying amount
|
|
Accumulated amortization
|
|
Gross carrying amount
|
|
Accumulated amortization
|
||||||||
Customer relationships
|
$
|
141.5
|
|
|
$
|
21.5
|
|
|
$
|
70.8
|
|
|
$
|
15.9
|
|
Patents and acquired technology
|
64.8
|
|
|
24.5
|
|
|
35.4
|
|
|
23.5
|
|
||||
Tradenames
(1)
|
27.6
|
|
|
8.4
|
|
|
19.5
|
|
|
7.8
|
|
||||
Other
|
14.8
|
|
|
8.3
|
|
|
13.8
|
|
|
5.5
|
|
||||
Total intangible assets
|
$
|
248.7
|
|
|
$
|
62.7
|
|
|
$
|
139.5
|
|
|
$
|
52.7
|
|
(1)
|
Includes
$9.5 million
of indefinite lived intangibles acquired as part of the acquisitions completed in the fourth quarter of 2016. See Note
2
.
Acquisitions
for additional details.
|
(In millions)
|
Interest Rate at
December 31, 2016
|
|
Maturity
Date
|
|
2016
|
|
2015
|
|
|||||
Short-term borrowings
|
|
|
|
|
|
|
|
|
|||||
Foreign credit facilities
|
5.1
|
%
|
|
June 30, 2017
|
|
$
|
4.4
|
|
|
$
|
—
|
|
|
Other
|
1.8
|
%
|
|
|
|
1.2
|
|
|
0.4
|
|
|
||
Total short-term borrowings
|
|
|
|
|
$
|
5.6
|
|
|
$
|
0.4
|
|
|
|
Long-term debt
|
|
|
|
|
|
|
|
|
|||||
Revolving credit facility
|
2.1
|
%
|
|
February 10, 2020
|
|
$
|
342.1
|
|
|
$
|
279.4
|
|
|
Term loan
|
2.1
|
%
|
|
February 10, 2020
|
|
150.0
|
|
|
—
|
|
|
||
Brazilian Real Loan
|
5.5
|
%
|
|
April 15, 2016
|
|
—
|
|
|
0.3
|
|
|
||
Brazilian Real Loan
|
8.0
|
%
|
|
October 16, 2017
|
|
1.5
|
|
|
2.7
|
|
|
||
Total long-term debt
|
|
|
|
|
493.6
|
|
|
282.4
|
|
|
|||
Less: current portion
|
|
|
|
|
(1.5
|
)
|
|
(1.8
|
)
|
|
|||
Long-term debt, less current portion
|
|
|
|
|
492.1
|
|
|
280.6
|
|
|
|||
Less: unamortized debt issuance costs - term loan
|
|
|
|
|
(0.5
|
)
|
|
—
|
|
|
|||
Long-term debt, net
|
|
|
|
|
$
|
491.6
|
|
|
$
|
280.6
|
|
|
(In millions)
|
Maturities of Long-term debt
|
|
||
2017
|
$
|
1.5
|
|
|
2018
|
—
|
|
|
|
2019
|
—
|
|
|
|
2020
|
492.1
|
|
|
|
2021
|
—
|
|
|
|
Total
|
$
|
493.6
|
|
|
(In millions)
|
2016
|
|
2015
|
|
2014
|
|
||||||
Domestic
|
$
|
43.6
|
|
|
$
|
38.2
|
|
|
$
|
18.1
|
|
|
Foreign
|
50.4
|
|
|
44.0
|
|
|
26.6
|
|
|
|||
Income before income taxes
|
$
|
94.0
|
|
|
$
|
82.2
|
|
|
$
|
44.7
|
|
|
(In millions)
|
2016
|
|
2015
|
|
2014
|
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
$
|
7.8
|
|
|
$
|
6.0
|
|
|
$
|
0.4
|
|
|
State
|
2.2
|
|
|
1.2
|
|
|
0.3
|
|
|
|||
Foreign
|
16.1
|
|
|
13.2
|
|
|
8.3
|
|
|
|||
Total current
|
26.1
|
|
|
20.4
|
|
|
9.0
|
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
1.0
|
|
|
4.8
|
|
|
4.8
|
|
|
|||
State
|
0.3
|
|
|
0.9
|
|
|
0.8
|
|
|
|||
Foreign
|
(0.9
|
)
|
|
(0.8
|
)
|
|
0.2
|
|
|
|||
Change in the valuation allowance for deferred tax assets
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
|||
Change in deferred tax liabilities due to foreign tax rate change
|
—
|
|
|
0.4
|
|
|
—
|
|
|
|||
Benefits of operating loss carryforward
|
(0.5
|
)
|
|
0.5
|
|
|
(0.6
|
)
|
|
|||
Total deferred
|
(0.1
|
)
|
|
5.8
|
|
|
4.9
|
|
|
|||
Provision for income taxes
|
$
|
26.0
|
|
|
$
|
26.2
|
|
|
$
|
13.9
|
|
|
(In millions)
|
2016
|
|
2015
|
|
||||
Deferred tax assets attributable to:
|
|
|
|
|
||||
Accrued pension and other post-retirement benefits
|
$
|
30.1
|
|
|
$
|
33.2
|
|
|
Accrued expenses and accounts receivable allowances
|
20.5
|
|
|
15.8
|
|
|
||
Net operating loss carryforwards
|
2.3
|
|
|
2.5
|
|
|
||
Inventories
|
9.0
|
|
|
9.1
|
|
|
||
Stock-based compensation
|
8.4
|
|
|
6.5
|
|
|
||
Research and development credit carryforwards
|
1.5
|
|
|
2.2
|
|
|
||
Foreign tax credit carryforward
|
0.2
|
|
|
0.5
|
|
|
||
Total deferred tax assets
|
72.0
|
|
|
69.8
|
|
|
||
Valuation allowance
|
—
|
|
|
—
|
|
|
||
Deferred tax assets, net of valuation allowance
|
72.0
|
|
|
69.8
|
|
|
||
Deferred tax liabilities attributable to:
|
|
|
|
|
||||
Liquidation of subsidiary for income tax purposes
|
13.3
|
|
|
13.3
|
|
|
||
Property, plant and equipment
|
14.1
|
|
|
10.9
|
|
|
||
Goodwill and amortization
|
15.5
|
|
|
14.6
|
|
|
||
Other
|
0.2
|
|
|
0.8
|
|
|
||
Total deferred tax liabilities
|
43.1
|
|
|
39.6
|
|
|
||
Net deferred tax assets
|
$
|
28.9
|
|
|
$
|
30.2
|
|
|
|
2016
|
|
2015
|
|
2014
|
|
|||
Statutory U.S. federal tax rate
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
|
Net difference resulting from:
|
|
|
|
|
|
|
|||
Research and development tax credit
|
(4
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|
Foreign earnings subject to different tax rates
|
(3
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|
Tax on foreign intercompany dividends and deemed dividends for tax purposes
|
—
|
|
|
6
|
|
|
1
|
|
|
Nondeductible expenses
|
—
|
|
|
—
|
|
|
1
|
|
|
State income taxes
|
2
|
|
|
2
|
|
|
2
|
|
|
Foreign tax credits
|
(1
|
)
|
|
(7
|
)
|
|
(2
|
)
|
|
Foreign withholding taxes
|
—
|
|
|
1
|
|
|
1
|
|
|
Change in valuation allowance
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
Other
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
Total difference
|
(7
|
)
|
|
(3
|
)
|
|
(4
|
)
|
|
Effective income tax rate
|
28
|
%
|
|
32
|
%
|
|
31
|
%
|
|
|
Pensions
|
|
Other post-retirement benefits
|
|
||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
||||||||
Projected benefit obligation at January 1
|
$
|
316.3
|
|
|
$
|
350.6
|
|
|
$
|
3.2
|
|
|
$
|
5.5
|
|
|
Service cost
|
1.4
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
|
||||
Interest cost
|
11.4
|
|
|
13.7
|
|
|
0.1
|
|
|
0.2
|
|
|
||||
Actuarial (gain) loss
|
11.4
|
|
|
(20.9
|
)
|
|
0.4
|
|
|
(1.1
|
)
|
|
||||
Plan participants' contributions
|
0.2
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
||||
Business combinations
|
2.1
|
|
|
2.4
|
|
|
—
|
|
|
—
|
|
|
||||
Plan amendments
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|
||||
Benefits paid
|
(23.2
|
)
|
|
(27.4
|
)
|
|
(0.4
|
)
|
|
(0.3
|
)
|
|
||||
Currency translation adjustments
|
(2.2
|
)
|
|
(3.7
|
)
|
|
—
|
|
|
—
|
|
|
||||
Projected benefit obligation at December 31
|
$
|
317.4
|
|
|
$
|
316.3
|
|
|
$
|
3.3
|
|
|
$
|
3.2
|
|
|
Fair value of plan assets at January 1
|
$
|
227.3
|
|
|
$
|
260.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Company contributions
|
10.3
|
|
|
12.3
|
|
|
0.4
|
|
|
0.3
|
|
|
||||
Actual return (loss) on plan assets
|
18.8
|
|
|
(17.4
|
)
|
|
—
|
|
|
—
|
|
|
||||
Plan participants' contributions
|
0.2
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
||||
Benefits paid
|
(23.2
|
)
|
|
(27.4
|
)
|
|
(0.4
|
)
|
|
(0.3
|
)
|
|
||||
Currency translation adjustments
|
(0.4
|
)
|
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|
||||
Fair value of plan assets at December 31
|
$
|
233.0
|
|
|
$
|
227.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Funded status of the plans (liability) at December 31
|
$
|
(84.4
|
)
|
|
$
|
(89.0
|
)
|
|
$
|
(3.3
|
)
|
|
$
|
(3.2
|
)
|
|
Amounts recognized in the Consolidated Balance Sheets at December 31
|
|
|
|
|
|
|
|
|
||||||||
Other current liabilities
|
(1.3
|
)
|
|
(1.2
|
)
|
|
(0.2
|
)
|
|
(0.4
|
)
|
|
||||
Accrued pension and other post-retirement benefits, less current portion
|
(83.1
|
)
|
|
(87.8
|
)
|
|
(3.1
|
)
|
|
(2.8
|
)
|
|
||||
Net amount recognized
|
$
|
(84.4
|
)
|
|
$
|
(89.0
|
)
|
|
$
|
(3.3
|
)
|
|
$
|
(3.2
|
)
|
|
|
Pensions
|
|
Other post-retirement benefits
|
|
||||||||||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|
||||||||||||
Service cost
|
$
|
1.4
|
|
|
$
|
1.5
|
|
|
$
|
1.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
Interest cost
|
11.4
|
|
|
13.7
|
|
|
14.7
|
|
|
0.1
|
|
|
0.2
|
|
|
0.3
|
|
|
||||||
Expected return on plan assets
|
(18.0
|
)
|
|
(19.1
|
)
|
|
(19.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Settlement charge
|
0.1
|
|
|
0.3
|
|
|
2.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Amortization of prior service (credit) cost
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
(2.5
|
)
|
|
—
|
|
|
||||||
Amortization of net actuarial (gain) loss
|
4.1
|
|
|
4.5
|
|
|
2.7
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
||||||
Total (income) costs
|
$
|
(1.0
|
)
|
|
$
|
0.9
|
|
|
$
|
2.4
|
|
|
$
|
0.1
|
|
|
$
|
(2.3
|
)
|
|
$
|
0.3
|
|
|
(In millions)
|
Pensions
|
|
Other post-retirement benefits
|
|
||||
Actuarial (gain) loss
|
$
|
10.8
|
|
|
$
|
0.4
|
|
|
Amortization of net actuarial gain (loss)
|
(4.2
|
)
|
|
—
|
|
|
||
Total (income) loss recognized in other comprehensive income
|
$
|
6.6
|
|
|
$
|
0.4
|
|
|
Total recognized in net periodic benefit cost and other comprehensive income
|
$
|
5.6
|
|
|
$
|
0.5
|
|
|
|
As of December 31, 2016
|
|
As of December 31, 2015
|
|
||||||||||||||||||||||||||||
(In millions)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
||||||||||||||||
Cash and cash equivalents
|
$
|
3.4
|
|
|
$
|
3.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3.9
|
|
|
$
|
3.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Large cap
(1)
|
44.0
|
|
|
—
|
|
|
44.0
|
|
|
—
|
|
|
42.5
|
|
|
—
|
|
|
42.5
|
|
|
—
|
|
|
||||||||
Small cap
(2)
|
71.1
|
|
|
71.1
|
|
|
—
|
|
|
—
|
|
|
66.8
|
|
|
66.8
|
|
|
—
|
|
|
—
|
|
|
||||||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Government securities
(3)
|
12.5
|
|
|
—
|
|
|
12.5
|
|
|
—
|
|
|
12.7
|
|
|
—
|
|
|
12.7
|
|
|
—
|
|
|
||||||||
Corporate bonds
(4)
|
57.4
|
|
|
46.2
|
|
|
11.2
|
|
|
—
|
|
|
57.8
|
|
|
45.6
|
|
|
12.2
|
|
|
—
|
|
|
||||||||
Real estate and other investments
(5)
|
44.6
|
|
|
19.3
|
|
|
25.3
|
|
|
—
|
|
|
43.6
|
|
|
16.8
|
|
|
26.8
|
|
|
—
|
|
|
||||||||
Total assets at fair value
|
$
|
233.0
|
|
|
$
|
140.0
|
|
|
$
|
93.0
|
|
|
$
|
—
|
|
|
$
|
227.3
|
|
|
$
|
133.1
|
|
|
$
|
94.2
|
|
|
$
|
—
|
|
|
(1)
|
Includes funds that invest primarily in large cap equity securities.
|
(2)
|
Includes small cap equity securities and funds that invest primarily in small cap equity securities.
|
(3)
|
Includes U.S. government securities and funds that invest primarily in U.S. government bonds, including treasury inflation protected securities.
|
(4)
|
Includes investment grade bonds, high yield bonds and mortgage-backed fixed income securities and funds that invest in such securities.
|
(5)
|
Includes funds that invest primarily in REITs, funds that invest in commodities and investments in insurance contracts held by our foreign pension plans.
|
(In millions)
|
Pensions
|
|
Other post-retirement benefits
|
|
||||
2017
|
$
|
14.5
|
|
|
$
|
0.3
|
|
|
2018
|
15.2
|
|
|
0.2
|
|
|
||
2019
|
15.5
|
|
|
0.2
|
|
|
||
2020
|
18.7
|
|
|
0.2
|
|
|
||
2021
|
16.7
|
|
|
0.2
|
|
|
||
2022-2026
|
94.1
|
|
|
1.0
|
|
|
|
Pension and Other Post-retirement Benefits
|
|
Derivatives Designated as Hedges
|
|
Foreign Currency Translation
|
|
Total
|
|
||||||||
(In millions)
|
|
|
|
|
|
|
|
|
||||||||
Balance as of January 1, 2015
|
$
|
(96.4
|
)
|
|
$
|
—
|
|
|
$
|
(20.7
|
)
|
|
$
|
(117.1
|
)
|
|
Other comprehensive gain (loss) before reclassification
|
(8.8
|
)
|
|
(0.8
|
)
|
|
(21.9
|
)
|
|
(31.5
|
)
|
|
||||
Amounts reclassified from accumulated other comprehensive income
|
1.4
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|
||||
Balance as of December 31, 2015
|
(103.8
|
)
|
|
(0.8
|
)
|
|
(42.6
|
)
|
|
(147.2
|
)
|
|
||||
Other comprehensive gain (loss) before reclassification
|
(7.3
|
)
|
|
(0.1
|
)
|
|
(5.7
|
)
|
|
(13.1
|
)
|
|
||||
Amounts reclassified from accumulated other comprehensive income
|
2.5
|
|
|
0.8
|
|
|
—
|
|
|
3.3
|
|
|
||||
Balance as of December 31, 2016
|
$
|
(108.6
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(48.3
|
)
|
|
$
|
(157.0
|
)
|
|
(In millions)
|
2016
|
|
2015
|
|
2014
|
|
||||||
Stock-based compensation expense
|
$
|
9.9
|
|
|
$
|
7.2
|
|
|
$
|
7.3
|
|
|
Tax benefit recorded in consolidated statements of income
|
$
|
3.9
|
|
|
$
|
2.9
|
|
|
$
|
2.8
|
|
|
|
Shares
|
|
Weighted-Average
Grant-Date
Fair Value
|
|
|||
Nonvested at December 31, 2015
|
973,238
|
|
|
$
|
26.93
|
|
|
Granted
|
239,875
|
|
|
$
|
45.18
|
|
|
Vested
|
(144,745
|
)
|
|
$
|
18.30
|
|
|
Forfeited
|
(2,161
|
)
|
|
$
|
31.29
|
|
|
Nonvested at December 31, 2016
|
1,066,207
|
|
|
$
|
32.21
|
|
|
|
2016
|
|
2015
|
|
2014
|
|
||||||
Weighted-average grant-date fair value of restricted stock units granted (per share)
|
$
|
45.18
|
|
|
$
|
35.48
|
|
|
$
|
30.12
|
|
|
Fair value of restricted stock vested (in millions)
|
$
|
7.0
|
|
|
$
|
14.9
|
|
|
$
|
9.4
|
|
|
|
Common
stock outstanding
|
|
Common
stock held in
treasury
|
|
||
December 31, 2015
|
29,147,380
|
|
|
168,661
|
|
|
Stock awards issued
|
90,346
|
|
|
(90,346
|
)
|
|
Treasury stock purchases
|
(80,879
|
)
|
|
80,879
|
|
|
December 31, 2016
|
29,156,847
|
|
|
159,194
|
|
|
|
|
|
|
|
(In millions, except per share data)
|
2016
|
|
2015
|
|
2014
|
|
||||||
Basic earnings per share:
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
68.0
|
|
|
$
|
55.9
|
|
|
$
|
30.8
|
|
|
Weighted average number of shares outstanding
|
29.4
|
|
|
29.5
|
|
|
29.5
|
|
|
|||
Basic earnings per share from continuing operations
|
$
|
2.31
|
|
|
$
|
1.90
|
|
|
$
|
1.04
|
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
68.0
|
|
|
$
|
55.9
|
|
|
$
|
30.8
|
|
|
Weighted average number of shares outstanding
|
29.4
|
|
|
29.5
|
|
|
29.5
|
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
||||||
Restricted stock units
|
0.4
|
|
|
0.3
|
|
|
0.4
|
|
|
|||
Total shares and dilutive securities
|
29.8
|
|
|
29.8
|
|
|
29.9
|
|
|
|||
Diluted earnings per share from continuing operations
|
$
|
2.28
|
|
|
$
|
1.88
|
|
|
$
|
1.03
|
|
|
|
As of December 31, 2016
|
|
As of December 31, 2015
|
|
||||||||||||
(In millions)
|
Derivative Assets
|
|
Derivative Liabilities
|
|
Derivative Assets
|
|
Derivative Liabilities
|
|
||||||||
Other current assets / liabilities
|
$
|
7.2
|
|
|
$
|
4.8
|
|
|
$
|
5.8
|
|
|
$
|
1.3
|
|
|
Other assets / liabilities
|
—
|
|
|
—
|
|
|
1.2
|
|
|
0.1
|
|
|
||||
Total
|
$
|
7.2
|
|
|
$
|
4.8
|
|
|
$
|
7.0
|
|
|
$
|
1.4
|
|
|
(in millions)
|
As of December 31, 2016
|
|
||||||||||||||||||
Offsetting of Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Gross Amounts of Recognized Assets
|
|
Gross Amounts Offset in the Consolidated Balance Sheets
|
|
Amount Presented in the Consolidated Balance Sheets
|
|
Amount Subject to Master Netting Agreement
|
|
Net Amount
|
|
||||||||||
Derivatives
|
$
|
7.2
|
|
|
$
|
—
|
|
|
$
|
7.2
|
|
|
$
|
(4.3
|
)
|
|
$
|
2.9
|
|
|
Offsetting of Liabilities
|
As of December 31, 2016
|
|
||||||||||||||||||
|
Gross Amounts of Recognized Liabilities
|
|
Gross Amounts Offset in the Consolidated Balance Sheets
|
|
Amount Presented in the Consolidated Balance Sheets
|
|
Amount Subject to Master Netting Agreement
|
|
Net Amount
|
|
||||||||||
Derivatives
|
$
|
5.0
|
|
|
$
|
—
|
|
|
$
|
5.0
|
|
|
$
|
(4.3
|
)
|
|
$
|
0.7
|
|
|
(in millions)
|
As of December 31, 2015
|
|
||||||||||||||||||
Offsetting of Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Gross Amounts of Recognized Assets
|
|
Gross Amounts Offset in the Consolidated Balance Sheets
|
|
Amount Presented in the Consolidated Balance Sheets
|
|
Amount Subject to Master Netting Agreement
|
|
Net Amount
|
|
||||||||||
Derivatives
|
$
|
7.0
|
|
|
$
|
—
|
|
|
$
|
7.0
|
|
|
$
|
(1.7
|
)
|
|
$
|
5.3
|
|
|
Offsetting of Liabilities
|
As of December 31, 2015
|
|
||||||||||||||||||
|
Gross Amounts of Recognized Liabilities
|
|
Gross Amounts Offset in the Consolidated Balance Sheets
|
|
Amount Presented in the Consolidated Balance Sheets
|
|
Amount Subject to Master Netting Agreement
|
|
Net Amount
|
|
||||||||||
Derivatives
|
$
|
2.9
|
|
|
$
|
—
|
|
|
$
|
2.9
|
|
|
$
|
(1.7
|
)
|
|
$
|
1.2
|
|
|
Derivatives not designated as hedging instruments
|
|
Location of Gain (Loss) Recognized in Income
|
|
Amount of Gain (Loss) Recognized in Income
|
|
||||||||||
(In millions)
|
|
|
|
2016
|
|
2015
|
|
2014
|
|
||||||
Foreign exchange contracts
|
|
Revenue
|
|
$
|
(0.5
|
)
|
|
$
|
0.8
|
|
|
$
|
(1.5
|
)
|
|
Foreign exchange contracts
|
|
Cost of sales
|
|
(0.5
|
)
|
|
(0.3
|
)
|
|
0.9
|
|
|
|||
Foreign exchange contracts
|
|
Other income, net
|
|
(1.0
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
|||
Total
|
|
|
|
(2.0
|
)
|
|
0.4
|
|
|
(0.7
|
)
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||
Remeasurement of assets and liabilities in foreign currencies
|
|
|
|
0.4
|
|
|
(1.3
|
)
|
|
1.0
|
|
|
|||
Net gain (loss) on foreign currency transactions
|
|
|
|
$
|
(1.6
|
)
|
|
$
|
(0.9
|
)
|
|
$
|
0.3
|
|
|
•
|
Level 1
: Unadjusted quoted prices in active markets for identical assets and liabilities that the Company can assess at the measurement date.
|
•
|
Level 2
: Observable inputs other than those included in Level 1 that are observable for the asset or liability, either directly or indirectly. For example, quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.
|
•
|
Level 3
: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.
|
|
As of December 31, 2016
|
|
As of December 31, 2015
|
||||||||||||||||||||||||||||
(In millions)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Investments
|
$
|
11.9
|
|
|
$
|
11.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8.9
|
|
|
$
|
8.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivatives
|
7.2
|
|
|
—
|
|
|
7.2
|
|
|
—
|
|
|
7.0
|
|
|
—
|
|
|
7.0
|
|
|
—
|
|
||||||||
Total assets
|
$
|
19.1
|
|
|
$
|
11.9
|
|
|
$
|
7.2
|
|
|
$
|
—
|
|
|
$
|
15.9
|
|
|
$
|
8.9
|
|
|
$
|
7.0
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivatives
|
$
|
5.0
|
|
|
$
|
—
|
|
|
$
|
5.0
|
|
|
$
|
—
|
|
|
$
|
2.9
|
|
|
$
|
—
|
|
|
$
|
2.9
|
|
|
$
|
—
|
|
Contingent Consideration
|
0.8
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
3.0
|
|
|
—
|
|
|
—
|
|
|
3.0
|
|
||||||||
Total liabilities
|
$
|
5.8
|
|
|
$
|
—
|
|
|
$
|
5.0
|
|
|
$
|
0.8
|
|
|
$
|
5.9
|
|
|
$
|
—
|
|
|
$
|
2.9
|
|
|
$
|
3.0
|
|
|
2016
|
|
2015
|
|
||||||||||||
(In millions)
|
Carrying
Value
|
|
Estimated
Fair Value
|
|
Carrying
Value
|
|
Estimated
Fair Value
|
|
||||||||
Revolving credit facility, expires February 10, 2020
|
$
|
342.1
|
|
|
$
|
342.1
|
|
|
$
|
279.4
|
|
|
$
|
279.4
|
|
|
Term loan due February 10, 2020
|
150.0
|
|
|
150.0
|
|
|
—
|
|
|
—
|
|
|
||||
Brazilian loan due April 15, 2016
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|
||||
Brazilian loan due October 16, 2017
|
1.5
|
|
|
1.4
|
|
|
2.7
|
|
|
2.4
|
|
|
||||
Foreign credit facilities
|
4.4
|
|
|
4.4
|
|
|
—
|
|
|
—
|
|
|
||||
Other
|
1.2
|
|
|
1.2
|
|
|
0.3
|
|
|
0.3
|
|
|
(In millions)
|
2016
|
|
2015
|
|
||||
Balance at beginning of year
|
$
|
12.5
|
|
|
$
|
10.2
|
|
|
Expenses for new warranties
|
13.4
|
|
|
11.1
|
|
|
||
Adjustments to existing accruals
|
(0.3
|
)
|
|
(1.1
|
)
|
|
||
Claims paid
|
(11.2
|
)
|
|
(8.7
|
)
|
|
||
Added through acquisition
|
0.3
|
|
|
1.4
|
|
|
||
Translation
|
(0.2
|
)
|
|
(0.4
|
)
|
|
||
Balance at end of year
|
$
|
14.5
|
|
|
$
|
12.5
|
|
|
(In millions)
|
Total
Amount
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
After 2022
|
|
||||||||||||||
Operating lease obligations
|
$
|
22.3
|
|
|
$
|
6.3
|
|
|
$
|
4.2
|
|
|
$
|
3.2
|
|
|
$
|
2.6
|
|
|
$
|
2.3
|
|
|
$
|
3.7
|
|
|
•
|
JBT FoodTech—designs, manufactures and services technologically sophisticated food processing systems used for, among other things, fruit juice production, frozen food production, in-container food production, automated systems and convenience food preparation by the food industry.
|
•
|
JBT AeroTech—designs, manufactures and services technologically sophisticated airport ground support and gate equipment and provides services for airport authorities; airlines, airfreight, and ground handling companies; the defense contractors and other industries.
|
(In millions)
|
2016
|
|
2015
|
|
2014
|
|
||||||
Revenue
|
|
|
|
|
|
|
||||||
JBT FoodTech
|
$
|
928.0
|
|
|
$
|
725.1
|
|
|
$
|
634.7
|
|
|
JBT AeroTech
|
422.5
|
|
|
383.1
|
|
|
350.2
|
|
|
|||
Intercompany eliminations
|
—
|
|
|
(0.9
|
)
|
|
(0.7
|
)
|
|
|||
Total revenue
|
$
|
1,350.5
|
|
|
$
|
1,107.3
|
|
|
$
|
984.2
|
|
|
|
|
|
|
|
|
|
||||||
Income before income taxes
|
|
|
|
|
|
|
||||||
Segment operating profit:
|
|
|
|
|
|
|
||||||
JBT FoodTech
|
$
|
113.2
|
|
|
$
|
85.4
|
|
|
$
|
72.7
|
|
|
JBT AeroTech
|
45.1
|
|
|
38.2
|
|
|
30.0
|
|
|
|||
Total segment operating profit
|
158.3
|
|
|
123.6
|
|
|
102.7
|
|
|
|||
Corporate items:
|
|
|
|
|
|
|
||||||
Corporate expense
(1)
|
(42.6
|
)
|
|
(34.6
|
)
|
|
(37.5
|
)
|
|
|||
Restructuring expense
(2)
|
(12.3
|
)
|
|
—
|
|
|
(14.5
|
)
|
|
|||
Net interest expense
|
(9.4
|
)
|
|
(6.8
|
)
|
|
(6.0
|
)
|
|
|||
Total corporate items
|
(64.3
|
)
|
|
(41.4
|
)
|
|
(58.0
|
)
|
|
|||
Income from continuing operations before income taxes
|
94.0
|
|
|
82.2
|
|
|
44.7
|
|
|
|||
Provision for income taxes
|
26.0
|
|
|
26.2
|
|
|
13.9
|
|
|
|||
Income from continuing operations
|
68.0
|
|
|
56.0
|
|
|
30.8
|
|
|
|||
Loss from discontinued operations, net of income taxes
|
(0.4
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
|||
Net income
|
$
|
67.6
|
|
|
$
|
55.9
|
|
|
$
|
30.8
|
|
|
(1)
|
Corporate expense generally includes corporate staff-related expense, stock-based compensation, pension and other post-retirement benefits expenses not related to service, LIFO adjustments, certain foreign currency-related gains and losses, and the impact of unusual or strategic transactions not representative of segment operations.
|
(2)
|
Refer to Note
17
.
Restructuring
for further information on restructuring expense.
|
(In millions)
|
2016
|
|
2015
|
|
2014
|
|
||||||
Segment operating capital employed
(1)
:
|
|
|
|
|
|
|
||||||
JBT FoodTech
|
$
|
654.2
|
|
|
$
|
414.7
|
|
|
$
|
298.1
|
|
|
JBT AeroTech
|
125.9
|
|
|
114.1
|
|
|
114.0
|
|
|
|||
Total segment operating capital employed
|
780.1
|
|
|
528.8
|
|
|
412.1
|
|
|
|||
Segment liabilities included in total segment operating capital employed
(2)
|
365.2
|
|
|
322.6
|
|
|
248.6
|
|
|
|||
Corporate
(3)
|
42.1
|
|
|
24.7
|
|
|
37.1
|
|
|
|||
Total assets
|
$
|
1,187.4
|
|
|
$
|
876.1
|
|
|
$
|
697.8
|
|
|
|
|
|
|
|
|
|
||||||
Segment assets:
|
|
|
|
|
|
|
||||||
JBT FoodTech
|
$
|
950.5
|
|
|
$
|
663.1
|
|
|
$
|
478.1
|
|
|
JBT AeroTech
|
194.8
|
|
|
188.9
|
|
|
183.8
|
|
|
|||
Intercompany eliminations
|
—
|
|
|
(0.6
|
)
|
|
(1.2
|
)
|
|
|||
Total segment assets
|
1,145.3
|
|
|
851.4
|
|
|
660.7
|
|
|
|||
Corporate
(3)
|
42.1
|
|
|
24.7
|
|
|
37.1
|
|
|
|||
Total assets
|
$
|
1,187.4
|
|
|
$
|
876.1
|
|
|
$
|
697.8
|
|
|
|
|
|
|
|
|
|
(1)
|
Management views segment operating capital employed, which consists of segment assets, net of its liabilities, as the primary measure of segment capital. Segment operating capital employed excludes debt, pension liabilities, restructuring reserves, income taxes and LIFO inventory reserves.
|
(2)
|
Segment liabilities included in total segment operating capital employed consist of trade and other accounts payable, advance and progress payments, accrued payroll and other liabilities.
|
(3)
|
Corporate includes cash, LIFO inventory reserves, income tax balances, investments, and property, plant and equipment not associated with a specific segment.
|
(In millions)
|
2016
|
|
2015
|
|
2014
|
|
||||||
Revenue (by location of customers):
|
|
|
|
|
|
|
||||||
United States
|
$
|
807.7
|
|
|
$
|
600.9
|
|
|
$
|
512.5
|
|
|
All other countries
|
542.8
|
|
|
506.4
|
|
|
471.7
|
|
|
|||
Total revenue
|
$
|
1,350.5
|
|
|
$
|
1,107.3
|
|
|
$
|
984.2
|
|
|
(In millions)
|
2016
|
|
2015
|
|
2014
|
|
||||||
Long-lived assets:
|
|
|
|
|
|
|
||||||
United States
|
$
|
154.1
|
|
|
$
|
132.7
|
|
|
$
|
99.0
|
|
|
Brazil
|
12.6
|
|
|
9.5
|
|
|
12.5
|
|
|
|||
All other countries
|
57.8
|
|
|
49.1
|
|
|
41.3
|
|
|
|||
Total long-lived assets
|
$
|
224.5
|
|
|
$
|
191.3
|
|
|
$
|
152.8
|
|
|
|
Capital Expenditures
|
|
Depreciation and Amortization
|
|
Research and Development
Expense
|
|
||||||||||||||||||||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|
||||||||||||||||||
JBT FoodTech
|
$
|
30.7
|
|
|
$
|
31.9
|
|
|
$
|
32.8
|
|
|
$
|
34.6
|
|
|
$
|
25.5
|
|
|
$
|
22.2
|
|
|
$
|
18.0
|
|
|
$
|
13.5
|
|
|
$
|
12.1
|
|
|
JBT AeroTech
|
3.9
|
|
|
3.5
|
|
|
2.5
|
|
|
2.2
|
|
|
2.0
|
|
|
1.8
|
|
|
5.6
|
|
|
4.7
|
|
|
2.5
|
|
|
|||||||||
Corporate
|
2.5
|
|
|
2.3
|
|
|
1.4
|
|
|
1.7
|
|
|
2.1
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||||||
Total
|
$
|
37.1
|
|
|
$
|
37.7
|
|
|
$
|
36.7
|
|
|
$
|
38.5
|
|
|
$
|
29.6
|
|
|
$
|
25.3
|
|
|
$
|
23.6
|
|
|
$
|
18.2
|
|
|
$
|
14.6
|
|
|
(In millions)
|
|
|
|
|
|
|
||||||
|
Charges incurred during the twelve months ended December 31,
|
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
|
||||||
Severance and related expense
|
$
|
6.1
|
|
|
$
|
(1.5
|
)
|
|
$
|
11.1
|
|
|
Asset write-offs
|
0.1
|
|
|
—
|
|
|
0.5
|
|
|
|||
Other
|
6.1
|
|
|
1.5
|
|
|
2.9
|
|
|
|||
Total Restructuring charges
|
$
|
12.3
|
|
|
$
|
—
|
|
|
$
|
14.5
|
|
|
(In millions)
|
Balance as of
December 31, 2015 |
|
Charged to
Earnings
|
|
Payments Made
/Charges Applied
|
|
Acquired Restructuring Reserve
|
|
Balance as of
December 31, 2016 |
|
||||||||||
Severance and related expense
|
$
|
2.6
|
|
|
$
|
6.1
|
|
|
$
|
(2.4
|
)
|
|
$
|
2.0
|
|
|
$
|
8.3
|
|
|
Asset write-offs
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
|||||
Other
|
—
|
|
|
6.1
|
|
|
(6.1
|
)
|
|
0.6
|
|
|
0.6
|
|
|
|||||
Total
|
$
|
2.6
|
|
|
$
|
12.3
|
|
|
$
|
(8.6
|
)
|
|
$
|
2.6
|
|
|
$
|
8.9
|
|
|
(In millions, except per share data and common stock prices)
|
2016
|
|
2015
|
|
||||||||||||||||||||||||||||
|
4th
Qtr.
|
|
3rd
Qtr.
|
|
2nd
Qtr.
|
|
1st
Qtr.
|
|
4th
Qtr.
|
|
3rd
Qtr.
|
|
2nd
Qtr.
|
|
1st
Qtr.
|
|
||||||||||||||||
Revenue
|
$
|
405.0
|
|
|
$
|
349.6
|
|
|
$
|
328.8
|
|
|
$
|
267.1
|
|
|
$
|
354.4
|
|
|
$
|
273.3
|
|
|
$
|
254.6
|
|
|
$
|
225.0
|
|
|
Cost of sales
|
291.0
|
|
|
255.5
|
|
|
233.0
|
|
|
190.3
|
|
|
252.5
|
|
|
197.1
|
|
|
180.4
|
|
|
160.5
|
|
|
||||||||
Income from continuing operations
|
23.4
|
|
|
20.6
|
|
|
18.8
|
|
|
5.2
|
|
|
20.9
|
|
|
12.7
|
|
|
14.4
|
|
|
8.0
|
|
|
||||||||
Loss from discontinued operations, net of tax
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
||||||||
Net income
|
$
|
23.1
|
|
|
$
|
20.6
|
|
|
$
|
18.8
|
|
|
$
|
5.1
|
|
|
$
|
20.9
|
|
|
$
|
12.6
|
|
|
$
|
14.4
|
|
|
$
|
8.0
|
|
|
Basic earnings per share
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Income from continuing operations
|
$
|
0.79
|
|
|
$
|
0.70
|
|
|
$
|
0.64
|
|
|
$
|
0.18
|
|
|
$
|
0.71
|
|
|
$
|
0.43
|
|
|
$
|
0.49
|
|
|
$
|
0.27
|
|
|
Loss from discontinued operations, net of tax
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||||
Net income
|
$
|
0.78
|
|
|
$
|
0.70
|
|
|
$
|
0.64
|
|
|
$
|
0.17
|
|
|
$
|
0.71
|
|
|
$
|
0.43
|
|
|
$
|
0.49
|
|
|
$
|
0.27
|
|
|
Diluted earnings per share
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Income from continuing operations
|
$
|
0.78
|
|
|
$
|
0.69
|
|
|
$
|
0.63
|
|
|
$
|
0.17
|
|
|
$
|
0.70
|
|
|
$
|
0.43
|
|
|
$
|
0.48
|
|
|
$
|
0.27
|
|
|
Loss from discontinued operations, net of tax
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
|
||||||||
Net income
|
$
|
0.77
|
|
|
$
|
0.69
|
|
|
$
|
0.63
|
|
|
$
|
0.17
|
|
|
$
|
0.70
|
|
|
$
|
0.42
|
|
|
$
|
0.48
|
|
|
$
|
0.27
|
|
|
Dividends declared per share
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
0.09
|
|
|
$
|
0.09
|
|
|
$
|
0.09
|
|
|
Weighted average shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
29.4
|
|
|
29.4
|
|
|
29.4
|
|
|
29.5
|
|
|
29.5
|
|
|
29.5
|
|
|
29.5
|
|
|
29.6
|
|
|
||||||||
Diluted
|
29.9
|
|
|
29.8
|
|
|
29.8
|
|
|
29.8
|
|
|
29.8
|
|
|
29.8
|
|
|
29.8
|
|
|
29.8
|
|
|
||||||||
Common stock sales price
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
High
|
$
|
93.55
|
|
|
$
|
71.00
|
|
|
$
|
65.67
|
|
|
$
|
57.48
|
|
|
$
|
51.34
|
|
|
$
|
38.92
|
|
|
$
|
39.25
|
|
|
$
|
35.84
|
|
|
Low
|
$
|
70.55
|
|
|
$
|
59.90
|
|
|
$
|
51.20
|
|
|
$
|
41.35
|
|
|
$
|
36.64
|
|
|
$
|
31.89
|
|
|
$
|
34.22
|
|
|
$
|
29.69
|
|
|
(1)
|
Basic and diluted earnings per share (EPS) are computed independently for each of the periods presented. Accordingly, the sum of the quarterly EPS amounts may not agree to the annual total.
|
(In thousands)
|
|
|
Additions
|
|
|
|
|
|
||||||||||||
Description
|
Balance at
beginning
of period
|
|
Charged to
costs and
expenses
|
|
Charged to other accounts
(a)
|
|
Deductions and other
(b)
|
|
Balance
at end
of period
|
|
||||||||||
Year ended December 31, 2014:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
3,742
|
|
|
$
|
1,630
|
|
|
$
|
—
|
|
|
$
|
2,330
|
|
|
$
|
3,042
|
|
|
Valuation allowance for deferred tax assets
|
$
|
254
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
254
|
|
|
$
|
—
|
|
|
Year ended December 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
3,042
|
|
|
$
|
471
|
|
|
$
|
—
|
|
|
$
|
1,450
|
|
|
$
|
2,063
|
|
|
Valuation allowance for deferred tax assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Year ended December 31, 2016:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
2,063
|
|
|
$
|
2,060
|
|
|
$
|
—
|
|
|
$
|
1,054
|
|
|
$
|
3,069
|
|
|
Valuation allowance for deferred tax assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(a)
|
Disclosure Controls and Procedures
|
(b)
|
Management’s Annual Report on Internal Control over Financial Reporting
|
(i)
|
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets of the Company;
|
(ii)
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
|
(iii)
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
|
(c)
|
Changes in Internal Control over Financial Reporting
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
1.
|
Financial Statements: The consolidated financial statements required to be filed in this Annual Report on Form 10-K are listed below and appear on pages 46 through 79 herein:
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
2.
|
Financial Statement Schedule: Schedule II—Valuation and Qualifying Accounts is included in this Annual Report on Form 10-K on page 80. All other schedules are omitted because of the absence of conditions under which they are required or because information called for is shown in the consolidated financial statements and notes thereto in
Item 8
.
Financial Statements and Supplementary Data
of this Annual Report on Form 10-K.
|
3.
|
Exhibits:
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
2.1
|
|
Separation and Distribution Agreement between FMC Technologies, Inc. and John Bean Technologies Corporation (“JBT Corporation”), incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed with the SEC on August 6, 2008.
|
|
|
|
2.1A
|
|
Amendment to Separation and Distribution Agreement between FMC Technologies, Inc. and John Bean Technologies Corporation, incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed with the SEC on November 4, 2010.
|
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of JBT Corporation, incorporated by reference to Exhibit 3.1 to our Annual Report on Form 10-K filed with the SEC on March 11, 2009.
|
|
|
|
3.2
|
|
Certificate of Designations of Series A Junior Participating Preferred Stock of JBT Corporation, incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on August 6, 2008.
|
|
|
|
3.3
|
|
Amended and Restated By-Laws of John Bean Technologies Corporation, incorporated by reference to Exhibit 3.3 to our Annual Report on Form 10-K filed with the SEC on March 11, 2009.
|
|
|
|
3.4
|
|
First Amendment to Amended and Restated By-Laws of John Bean Technologies Corporation, incorporated by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q filed with the SEC on May 8, 2009.
|
|
|
|
3.5
|
|
Second Amendment to Amended and Restated Bylaws of John Bean Technologies Corporation, incorporated by reference to Exhibit 3.1 of the registrant’s Current Report on Form 8-K filed on May 13, 2014.
|
|
|
|
3.6
|
|
Second Amended and Restated Bylaws of John Bean Technologies Corporation. incorporated by reference to Exhibit 3.1 of the registrant’s Current Report on Form 8-K filed on August 19, 2014.
|
|
|
|
3.7
|
|
Third Amended and Restated Bylaws of John Bean Technologies Corporation incorporated by reference to Exhibit 3.1 of the registrant’s Current Report on Form 8-K filed on December 6, 2016.
|
|
|
|
4.1
|
|
Specimen common stock certificate of JBT Corporation, incorporated by reference to Exhibit 4.1 to Amendment No. 3 to our Form 10 filed with the SEC on July 14, 2008.
|
|
|
|
4.2
|
|
Rights Agreement between John Bean Technologies Corporation and National City Bank, as rights agent, incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on August 6, 2008.
|
|
|
|
10.1
|
|
Credit Agreement dated February 10, 2015, among John Bean Technologies Corporation, John Bean Technologies, B.V., Wells Fargo Bank, National Association, and the other lenders and parties signatories thereto, incorporated by reference to our Quarterly Report on Form 10-Q filed with the SEC on April 30, 2015.
|
|
|
|
10.1A
|
|
First Amendment to the Credit Agreement, dated as of September 15, 2015, by and among John Bean Technologies Corporation and John Bean Technologies, B.V., as borrowers, Wells Fargo Bank, National Association, as administrative agent, and the other lenders signatory thereto, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on September 16, 2015.
|
|
|
|
10.1B
|
|
Second Amendment to the Credit Agreement, dated as of March 18, 2016, by and among John Bean Technologies Corporation and John Bean Technologies, B.V., as borrowers, Wells Fargo Bank, National Association, as administrative agent, and the other lenders signatory thereto, incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the SEC on April 29, 2016.
|
|
|
|
10.1C*
|
|
Third Amendment to the Credit Agreement, dated as of February 10, 2015, by and among John Bean Technologies Corporation and John Bean Technologies, B.V., as borrowers, Wells Fargo Bank, National Association, as administrative agent and incremental Term-1 lender, and the other incremental Term-1 lenders signatory thereto.
|
|
|
|
10.2
|
|
Tax Sharing Agreement between JBT Corporation and FMC Technologies, Inc. incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on August 6, 2008.
|
|
|
|
10.3
|
|
Trademark License Agreement between JBT Corporation and FMC Technologies, Inc., incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on August 6, 2008.
|
|
|
|
10.4
|
|
Trademark Assignment and Coexistence Agreement between JBT Corporation and FMC Technologies, Inc., incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed with the SEC on August 6, 2008.
|
|
|
|
10.5
|
|
John Bean Technologies Corporation Incentive Compensation and Stock Plan, incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed with the SEC on August 6, 2008.
1
|
|
|
|
10.5A
|
|
Form of Nonqualified Stock Option Agreement, incorporated by reference to Exhibit 10.4A to our Current Report on Form 8-K filed with the SEC on August 6, 2008.
1
|
|
|
|
10.5B
|
|
Form of [International] Nonqualified Stock Option Agreement, incorporated by reference to Exhibit 10.4B to our Current Report on Form 8-K filed with the SEC on August 6, 2008.
1
|
|
|
|
10.5C
|
|
Form of Long-Term Incentive Performance Share Restricted Stock Agreement, incorporated by reference to Exhibit 10.4C to our Current Report on Form 8-K filed with the SEC on August 6, 2008.
1
|
|
|
|
10.5D
|
|
Form of Key Managers Restricted Stock Agreement, incorporated by reference to Exhibit 10.4D to our Current Report on Form 8-K filed with the SEC on August 6, 2008.
1
|
|
|
|
10.5E
|
|
Form of Restricted Stock Agreement for Non-Employee Directors, incorporated by reference to Exhibit 10.4E to our Current Report on Form 8-K filed with the SEC on August 6, 2008.
1
|
|
|
|
10.5F
|
|
Form of Performance Units Award Agreement, incorporated by reference to Exhibit 10.4F to our Current Report on Form 8-K filed with the SEC on August 6, 2008.
1
|
|
|
|
10.5G
|
|
Form of Long-Term Incentive Restricted Stock Agreement, incorporated by reference to Exhibit 10.4G to our Current Report on Form 8-K filed with the SEC on August 6, 2008.
1
|
|
|
|
10.5H
|
|
Form of Long-Term Incentive Restricted Stock Unit Agreement, incorporated by reference to Exhibit 10.5H to our Annual Report on Form 10-K filed with the SEC on March 3, 2011.
1
|
|
|
|
10.5I
|
|
Form of Long-Term Incentive Performance Share Restricted Stock Unit Agreement, incorporated by reference to Exhibit 10.5H to our Annual Report on Form 10-K filed with the SEC on March 3, 2011.
1
|
|
|
|
10.5J
|
|
Updated Form of Long-Term Incentive Restricted Stock Unit Agreement, incorporated by reference to our Annual Report on Form 10-K filed with the SEC on March 7, 2013.
1
|
|
|
|
10.5K
|
|
Updated Form of Long-Term Incentive Performance Share Restricted Stock Unit Agreement, incorporated by reference to our Annual Report on Form 10-K filed with the SEC on March 7, 2013.
1
|
|
|
|
10.5L
|
|
Form of Long-Term Incentive Performance Cash Award Agreement, incorporated by reference to our Annual Report on Form 10-K filed with the SEC on March 7, 2013.
1
|
|
|
|
10.5M
|
|
Updated Form of Long-Term Incentive Restricted Stock Unit Agreement, incorporated by reference to our Annual Report on Form 10-K filed with the SEC on March 2, 2015.
1
|
|
|
|
10.5N
|
|
Updated Form of Long-Term Incentive Performance Restricted Stock Unit Agreement, incorporated by reference to our Annual Report on Form 10-K filed with the SEC on March 2, 2015.
1
|
|
|
|
10.5O
|
|
Updated Form of Long-Term Incentive Restricted Stock Unit Agreement – Executive Officer, incorporated by reference to our Annual Report on Form 10-K filed with the SEC on March 2, 2015.
1
|
|
|
|
10.5P
|
|
Updated Form of Long-Term Incentive Performance Restricted Stock Unit Agreement – Executive Officer, incorporated by reference to our Annual Report on Form 10-K filed with the SEC on March 2, 2015.
1
|
|
|
|
10.5Q
|
|
Updated Form of Long-Term Incentive Restricted Stock Unit Agreement, incorporated by reference to our Annual Report on Form 10-K filed with the SEC on February 29, 2016.
1
|
|
|
|
10.5R
|
|
Updated Form of Long-Term Incentive Performance Restricted Stock Unit Agreement, incorporated by reference to our Annual Report on Form 10-K filed with the SEC on February 29, 2016.
1
|
|
|
|
10.5S
|
|
Updated Form of Long-Term Incentive Restricted Stock Unit Agreement - Executive Officer, incorporated by reference to our Annual Report on Form 10-K filed with the SEC on February 29, 2016.
1
|
|
|
|
10.5T
|
|
Updated Form of Long-Term Incentive Performance Restricted Stock Unit Agreement - Executive Officer, incorporated by reference to our Annual Report on Form 10-K filed with the SEC on February 29, 2016.
1
|
|
|
|
10.5U*
|
|
Updated Form of Non-Employee Director Long-Term Incentive Restricted Stock Unit Agreement - Vests .
1
|
|
|
|
10.5V*
|
|
Updated Form of Non-Employee Director Long-Term Incentive Restricted Stock Unit Agreement - Separation.
1
|
|
|
|
10.6
|
|
Amendment No. 1 to John Bean Technologies Corporation Incentive Compensation and Stock Plan, incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q filed with the SEC on November 14, 2008.
1
|
|
|
|
10.6A
|
|
Amendment No. 2 to John Bean Technologies Corporation Incentive Compensation and Stock Plan, incorporated by reference to Exhibit 10.6A to our Current Report on Form 8-K filed with the SEC on March 1, 2010.
1
|
|
|
|
10.6B
|
|
Amendment No. 3 to John Bean Technologies Corporation Incentive Compensation and Stock Plan, incorporated by reference to Exhibit 10.6B to our Annual Report on Form 10-K filed with the SEC on March 7, 2014.
1
|
|
|
|
10.6C
|
|
Amendment No. 4 to John Bean Technologies Corporation Incentive Compensation and Stock Plan, incorporated by reference to our Annual Report on Form 10-K filed with the SEC on March 2, 2015.
1
|
|
|
|
10.6D
|
|
Amendment No. 5 to John Bean Technologies Corporation Incentive Compensation and Stock Plan, incorporated by reference to our Annual Report on Form 10-K filed with the SEC on February 29, 2016.
1
|
|
|
|
10.6E
|
|
Amendment No. 6 to John Bean Technologies Corporation Incentive Compensation and Stock Plan, incorporated by reference to our Quarterly Report on Form 10-Q filed with the SEC on October 28, 2016.
1
|
|
|
|
10.6F*
|
|
Amendment No. 7 to John Bean Technologies Corporation Incentive Compensation and Stock Plan.
1
|
|
|
|
10.7
|
|
JBT Corporation Non-Qualified Savings and Investment Plan, incorporated by reference to Exhibit 10.5 to our Current Report on Form 8-K filed with the SEC on August 6, 2008.
1
|
|
|
|
10.7A
|
|
First Amendment of JBT Corporation Non-Qualified Savings and Investment Plan, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on September 18, 2009.
1
|
|
|
|
10.7B
|
|
Second Amendment of JBT Corporation Non-Qualified Savings and Investment Plan, incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q filed with the SEC on November 6, 2009.
1
|
|
|
|
10.7C
|
|
Third Amendment of JBT Corporation Non-Qualified Savings and Investment Plan, incorporated by reference to our Annual Report on Form 10-K filed with the SEC on March 2, 2015.
1
|
|
|
|
10.8
|
|
International Non-Qualified Savings and Investment Plan, incorporated by reference to Exhibit 10.6 to our Current Report on Form 8-K filed with the SEC on August 6, 2008.
1
|
|
|
|
10.9
|
|
JBT Corporation Salaried Employees’ Equivalent Retirement Plan, incorporated by reference to Exhibit 10.7 to our Current Report on Form 8-K filed with the SEC on August 6, 2008.
1
|
|
|
|
10.9A
|
|
First Amendment of JBT Corporation Salaried Employees’ Equivalent Retirement Plan, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on September 15, 2009.
1
|
|
|
|
10.9B
|
|
Second Amendment of JBT Corporation Salaried Employees’ Equivalent Retirement Plan, incorporated by reference to Exhibit 10.6 to our Quarterly Report on Form 10-Q filed with the SEC on November 6, 2009.
1
|
|
|
|
10.10
|
|
Form of JBT Corporation Executive Severance Agreement, incorporated by reference to Exhibit 10.12 to our Annual Report on Form 10-K filed with the SEC on March 11, 2009.
1
|
|
|
|
10.10A
|
|
Form of Amended and Restated JBT Corporation Executive Severance Agreement, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on December 21, 2011.
1
|
|
|
|
10.10B
|
|
Form of First Amendment to John Bean Technologies Corporation Amended and Restated Executive Severance Agreement, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on January 2, 2013.
1
|
|
|
|
10.11
|
|
JBT Corporation Employees’ Retirement Program - Part I Salaried and Nonunion Hourly Employees Retirement Program and Part II Union Hourly Employees’ Retirement Plan, incorporated by reference to Exhibit 10.5 to Amendment No. 3 to our Form 10/A filed with the SEC on July 3, 2008.
1
|
|
|
|
10.11A
|
|
First Amendment of JBT Corporation Employees’ Retirement Program - Part I Salaried and Nonunion Hourly Employees Retirement Program, incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on September 15, 2009.
1
|
|
|
|
10.11B
|
|
Second Amendment of JBT Corporation Employees’ Retirement Program - Part I Salaried and Nonunion Hourly Employees Retirement Plan, incorporated by reference to Exhibit 10.11B to our Annual Report on Form 10-K filed with the SEC on March 4, 2010.
1
|
|
|
|
10.11C
|
|
First Amendment of JBT Corporation Employees’ Retirement Program – Part II Union Hourly Employees Retirement Plan, incorporated by reference to Exhibit 10.11C to our Annual Report on Form 10-K filed with the SEC on March 4, 2010.
1
|
|
|
|
10.11D
|
|
Second Amendment of JBT Corporation Employees’ Retirement Program – Part II Union Hourly Employees Retirement Plan, incorporated by reference to Exhibit 10.11D to our Quarterly Report on Form 10-Q filed with the SEC on November 3, 2011.
1
|
|
|
|
10.11E
|
|
Third Amendment of JBT Corporation Employees’ Retirement Program – Part II Union Hourly Employees Retirement Plan, incorporated by reference to Exhibit 10.11E to our Quarterly Report on Form 10-Q filed with the SEC on November 3, 2011.
1
|
|
|
|
10.11F
|
|
Amended and Restated John Bean Technologies Corporation Employees’ Retirement Program
● Part I Salaried and Nonunion Hourly Employees’ Retirement Program
● Part II Union Hourly Employees’ Retirement Program
incorporated by reference to Exhibit 10.11F to our Quarterly Report on Form 10-Q filed with the SEC on August 8, 2012.
1
|
|
|
|
10.11G
|
|
First Amendment of Amended and Restated John Bean Technologies Corporation Employees’ Retirement Program
● Part I Salaried and Nonunion Hourly Employees’ Retirement Program
incorporated by reference to Exhibit 10.11G to our Annual Report on Form 10-K filed with the SEC on March 7, 2014.
1
|
|
|
|
10.11H
|
|
First Amendment of Amended and Restated John Bean Technologies Corporation Employees’ Retirement Program
● Part II Union Hourly Employees’ Retirement Program
incorporated by reference to Exhibit 10.11H to our Annual Report on Form 10-K filed with the SEC on March 7, 2014.
1
|
|
|
|
10.11I
|
|
Second Amendment of Amended and Restated John Bean Technologies Corporation Employees’ Retirement Program
● Part II Union Hourly Employees’ Retirement Program incorporated by reference to our Annual Report on Form 10-K filed with the SEC on March 2, 2015.
1
|
|
|
|
10.11J
|
|
Second Amendment of John Bean Technologies Corporation Employee's Retirement Program
● Part I Salaried and Nonunion Hourly Employees' Retirement Plan (as Amended and Restated Effective as of January 1, 2012) incorporated by reference to Exhibit 10.1 in our Quarterly Report on Form 10-Q filed with the SEC on October 29, 2015.
1
|
|
|
|
10.11K
|
|
Third Amendment of John Bean Technologies Corporation Employee's Retirement Program
● Part II Union Hourly Employees' Retirement Plan (as Amended and Restated Effective as of January 1, 2012) incorporated by reference to our Exhibit 10.2 in our Quarterly Report on Form 10-Q filed with the SEC on October 29, 2015.
1
|
|
|
|
10.11L
|
|
Third Amendment of John Bean Technologies Corporation Employees' Retirement Program
●
Part I Salaried and Nonunion Hourly Employees’ Retirement Plan (as Amended and Restated Effective as of January 1, 2012)
incorporated by reference to Exhibit 10.1 in our Quarterly Report on Form 10-Q filed with the SEC on October 28, 2016.
|
|
|
|
10.11M
|
|
Fourth Amendment of John Bean Technologies Corporation Employees' Retirement Program
●
Part II Union Hourly Employees’ Retirement Plan (as Amended and Restated Effective as of January 1, 2012)
incorporated by reference to Exhibit 10.2 in our Quarterly Report on Form 10-Q filed with the SEC on October 28, 2016.
|
|
|
|
10.12
|
|
JBT Corporation Savings and Investment Plan incorporated by reference to Exhibit 10.6 to Amendment No. 3 to our Form 10/A filed with the SEC on July 3, 2008.
1
|
|
|
|
10.12A
|
|
First Amendment of JBT Corporation Savings and Investment Plan, incorporated by reference to Exhibit 10.6.1 to our Quarterly Report on Form 10-Q filed with the SEC on August 5, 2009.
1
|
|
|
|
10.12B
|
|
Second Amendment of JBT Corporation Savings and Investment Plan, incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed with the SEC on September 15, 2009.
1
|
|
|
|
10.12C
|
|
Third Amendment of JBT Corporation Savings and Investment Plan, incorporated by reference to Exhibit 10.12A to our Annual Report on Form 10-K filed with the SEC on March 4, 2010.
1
|
|
|
|
10.12D
|
|
Fourth Amendment of JBT Corporation Savings and Investment Plan, incorporated by reference to Exhibit 10.12D to our Annual Report on Form 10-K filed with the SEC on March 4, 2010.
1
|
|
|
|
10.12E
|
|
Fifth Amendment of JBT Corporation Savings and Investment Plan, incorporated by reference to Exhibit 10.12E to our Annual Report on Form 10-K filed with the SEC on March 3, 2011.
1
|
|
|
|
10.12F
|
|
Amended and Restated John Bean Technologies Corporation Savings and Investment Plan incorporated by reference to Exhibit 10.12F to our Quarterly Report on Form 10-Q filed with the SEC on August 8, 2012.
1
|
|
|
|
10.12G
|
|
First Amendment of Amended and Restated John Bean Technologies Corporation Savings and Investment Plan, incorporated by reference to Exhibit 10.12G to our Quarterly Report on Form 10-Q filed with the SEC on August 8, 2012.
1
|
|
|
|
10.12H
|
|
Second Amendment of Amended and Restated John Bean Technologies Corporation Savings and Investment Plan, incorporated by reference to Exhibit 10.12H to our Annual Report on Form 10-K filed with the SEC on March 7, 2013.
1
|
|
|
|
10.12I
|
|
Third Amendment of Amended and Restated John Bean Technologies Corporation Savings and Investment Plan, incorporated by reference to Exhibit 10.12I to our Annual Report on Form 10-K filed with the SEC on March 7, 2013.
1
|
|
|
|
10.12J
|
|
Fourth Amendment of Amended and Restated John Bean Technologies Corporation Savings and Investment Plan, incorporated by reference to Exhibit 10.12J to our Annual Report on Form 10-K filed with the SEC on March 7, 2013.
1
|
|
|
|
10.12K
|
|
Fifth Amendment of Amended and Restated John Bean Technologies Corporation Savings and Investment Plan, incorporated by reference to Exhibit 10.12K to our Quarterly Report on Form 10-Q filed with the SEC on August 8, 2014.
1
|
|
|
|
10.12L
|
|
Sixth Amendment of Amended and Restated John Bean Technologies Corporation Savings and Investment Plan, incorporated by reference to Exhibit 10.12L to our Quarterly Report on Form 10-Q filed with the SEC on August 8, 2014.
1
|
|
|
|
10.12M
|
|
Seven Amendment of Amended and Restated John Bean Technologies Corporation Savings and Investment Plan, incorporated by reference to Exhibit 10.12M to our Quarterly Report on Form 10-Q filed with the SEC on August 8, 2014.
1
|
|
|
|
10.12N
|
|
Eighth Amendment of Amended and Restated John Bean Technologies Corporation Savings and Investment Plan, incorporated by reference to our Annual Report on Form 10-K filed with the SEC on March 2, 2015.
1
|
|
|
|
10.12O
|
|
Ninth Amendment of Amended and Restated John Bean Technologies Corporation Savings and Investment Plan, incorporated by reference to our Annual Report on Form 10-K filed with the SEC on March 2, 2015.
1
|
|
|
|
10.12P*
|
|
Tenth Amendment of JBT Corporation Savings and Investment Plan.
|
|
|
|
10.12Q*
|
|
Eleventh Amendment of JBT Corporation Savings and Investment Plan.
|
|
|
|
10.12R*
|
|
Twelfth Amendment of JBT Corporation Savings and Investment Plan.
|
|
|
|
10.12S*
|
|
Thirteenth Amendment of JBT Corporation Savings and Investment Plan.
|
|
|
|
10.12T*
|
|
Fourteenth Amendment of JBT Corporation Savings and Investment Plan.
|
|
|
|
10.12U*
|
|
Fifteenth Amendment of JBT Corporation Savings and Investment Plan.
|
|
|
|
10.13
|
|
Employment Agreement dated August 22, 2013, between JBT Corporation and Thomas W. Giacomini, incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form10-Q filed with the SEC on November 1, 2013.
1
|
|
|
|
10.14
|
|
Executive Severance Plan, incorporated by reference to Exhibit 10.14 to our Annual Report on Form 10-K filed with the SEC on March 4, 2010.
1
|
|
|
|
10.14A
|
|
Amended and Restated Executive Severance Plan, incorporated by reference to Exhibit 10.14A to our Annual Report on Form 10-K filed with the SEC on March 7, 2014.
1
|
|
|
|
10.15
|
|
Letter Agreement dated August 23, 2013 between JBT Corporation and Charles H. Cannon, Jr., incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q filed with the SEC on November 1, 2013.
1
|
|
|
|
10.16
|
|
Long Term Incentive Restricted Stock Unit Purchase Agreement pursuant to the JBT Corporation Incentive Compensation and Stock Plan issued to Thomas W. Giacomini on September 10, 2013, incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q filed with the SEC on November 1, 2013.
1
|
|
|
|
10.17
|
|
Long Term Incentive Restricted Stock Unit Purchase Agreement pursuant to the JBT Corporation Incentive Compensation and Stock Plan issued to Thomas W. Giacomini on September 10, 2013, incorporated by reference to Exhibit 10.17 to our Quarterly Report on Form 10-Q filed with the SEC on November 1, 2013.
1
|
|
|
|
10.18
|
|
Offer Letter to Brian A. Deck, incorporated by reference to Exhibit 10.18 to our Annual Report on Form 10-K filed with the SEC on March 7, 2013.
1
|
|
|
|
10.19
|
|
John Bean Technologies Corporation Retiree Welfare Benefits Plan (as amended and restated, Effective January 1, 2016), incorporated by reference to Exhibit 10.3 to our Quarterly report Form 10Q filed with the SEC on October 29, 2015.
1
|
|
|
|
21.1*
|
|
List of Subsidiaries of JBT Corporation.
|
|
|
|
23.1*
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
|
John Bean Technologies Corporation
|
|
|
(Registrant)
|
|
|
|
|
|
By:
|
/s/ THOMAS W. GIACOMINI
|
|
|
Thomas W. Giacomini
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ THOMAS W. GIACOMINI
|
|
President, Director and
|
|
February 28, 2017
|
|
|
Chief Executive Officer
|
|
|
Thomas W. Giacomini
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Brian A. Deck
|
|
Executive Vice President and
|
|
February 28, 2017
|
|
|
Chief Financial Officer
|
|
|
Brian A. Deck
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ MEGAN J. Rattigan
|
|
Vice President and Controller
|
|
February 28, 2017
|
|
|
(Principal Accounting Officer)
|
|
|
Megan J. Rattigan
|
|
|
|
|
|
|
|
|
|
/s/ C. MAURY DEVINE
|
|
Director
|
|
February 28, 2017
|
|
|
|
|
|
C. Maury Devine
|
|
|
|
|
|
|
|
|
|
/s/ EDWARD L. DOHENY, II
|
|
Director
|
|
February 28, 2017
|
|
|
|
|
|
Edward L. Doheny, II
|
|
|
|
|
|
|
|
|
|
/s/ ALAN D. FELDMAN
|
|
Director
|
|
February 28, 2017
|
|
|
|
|
|
Alan D. Feldman
|
|
|
|
|
|
|
|
|
|
/s/ JAMES E. GOODWIN
|
|
Director
|
|
February 28, 2017
|
|
|
|
|
|
James E. Goodwin
|
|
|
|
|
|
|
|
|
|
/s/ POLLY B. KAWALEK
|
|
Director
|
|
February 28, 2017
|
|
|
|
|
|
Polly B. Kawalek
|
|
|
|
|
|
|
|
|
|
/s/ JAMES M. RINGLER
|
|
Director
|
|
February 28, 2017
|
|
|
|
|
|
James M. Ringler
|
|
|
|
|
Name of Division Location
|
Effective Date
|
End Date
|
Prevailing Wage Employee (Y/N)
|
Living Wage Employee (Y/N)
|
LAX Terminal 6 (FFT AS LAX PW 50248)
|
January 1, 2011
|
|
Y
|
Y
|
Miami-Dade County (FFT AS MIAMI PW 50245)
|
January 1, 2011
|
|
Y
|
N
|
Orange County (FFT AS ORANGE CTY PW 50246)
|
January 1, 2011
|
|
Y
|
N
|
Long Beach (FFT AS Long Beach PW 50247)
|
January 1, 2011
|
|
Y
|
N
|
LAX Delta (FFT AS LAX DELTA LP 50249)
|
March 1, 2011
|
|
N
|
N
|
Cincinnati (FFT AS CINCINNATI LP 50250)
|
June 1, 2011
|
|
N
|
N
|
LAX Terminal 2 (FFT AS LAX2 LP 50251)
|
September 1, 2011
|
|
N
|
N
|
Houston Train (FFT AS HAS TRAIN LP 50253)
|
September 1, 2011
|
|
N
|
N
|
Chicago O’Hare (FFT AS CHI ORD LP 50252)
|
October 1, 2011
|
|
N
|
N
|
Dallas-Fort Worth (FFT AS Dallas Terminal E 50228)
|
January 1, 2012
|
|
N
|
N
|
Rhode Island (FFT AS RHODE ISLAND LP 50254)
|
July 1, 2012
|
|
N
|
N
|
Ontario Terminals 2 and 4 (FFT AS ONTARIO T2 T4 LP 50255)
|
July 1, 2013
|
|
N
|
N
|
Salt Lake City Baggage System (FFT AS SLC BAG SYSTEM LP 50256)
|
July 1, 2013
|
|
N
|
N
|
Greensboro NC Ground Support (FFT AS GSO GRND SUPPT LP 50257)
|
November 1, 2013
|
|
N
|
N
|
Houston Airport System (FFT AS HAS 50237)
|
January 1, 2014
|
|
N
|
N
|
Phoenix Baggage Handling System (FFT AS PHX BHS LP 50258)
|
March 1, 2014
|
|
N
|
N
|
Dallas-Fort Worth Mechanical, Electrical, and Plumbing Services (FFT AS DFW MEPS LP 50259)
|
July 1, 2014
|
|
N
|
N
|
Columbia, SC (FFT AS COLUMBIA SC LP 50260)
|
November 1, 2014
|
|
N
|
N
|
Richmond, VA (FFT AS RICHMOND LP 50261)
|
July 1, 2015
|
|
N
|
N
|
|
|
|
JOHN BEAN TECHNOLOGIES CORPORATION
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Mark K. Montague
|
|
|
|
|
|
|
|
|
|
Its:
|
|
Executive Vice President - Human Resources
|
•
|
The definition of “
Eligible Employee
” set forth in Article I of the Plan is hereby amended to (1) delete the word “or” appearing at the end of subsection (c), (2) delete the period at the end of subsection (d) and replace it with “; or”; and (3) add a new subsection (e) to read as follows:
|
|
|
|
JOHN BEAN TECHNOLOGIES CORPORATION
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Mark K. Montague
|
|
|
|
|
|
|
|
|
|
Its:
|
|
Executive Vice President - Human Resources
|
Name of Division Location
|
Effective Date
|
End Date
|
Prevailing Wage Employee (Y/N)
|
Living Wage Employee (Y/N)
|
LAX Terminal 6 (FFT AS LAX PW 50248)
|
January 1, 2011
|
|
Y
|
Y
|
Miami-Dade County (FFT AS MIAMI PW 50245)
|
January 1, 2011
|
|
Y
|
N
|
Orange County (FFT AS ORANGE CTY PW 50246)
|
January 1, 2011
|
|
Y
|
N
|
Long Beach (FFT AS Long Beach PW 50247)
|
January 1, 2011
|
|
Y
|
N
|
LAX Delta (FFT AS LAX DELTA LP 50249)
|
March 1, 2011
|
|
N
|
N
|
Cincinnati (FFT AS CINCINNATI LP 50250)
|
June 1, 2011
|
|
N
|
N
|
LAX Terminal 2 (FFT AS LAX2 LP 50251)
|
September 1, 2011
|
|
N
|
N
|
Houston Train (FFT AS HAS TRAIN LP 50253)
|
September 1, 2011
|
December 31, 2015
|
N
|
N
|
Chicago O’Hare (FFT AS CHI ORD LP 50252)
|
October 1, 2011
|
|
N
|
N
|
Dallas-Fort Worth (FFT AS Dallas Terminal E 50228)
|
January 1, 2012
|
|
N
|
N
|
Rhode Island (FFT AS RHODE ISLAND LP 50254)
|
July 1, 2012
|
|
N
|
N
|
Ontario Terminals 2 and 4 (FFT AS ONTARIO T2 T4 LP 50255)
|
July 1, 2013
|
|
N
|
N
|
Salt Lake City Baggage System (FFT AS SLC BAG SYSTEM LP 50256)
|
July 1, 2013
|
|
N
|
N
|
Greensboro NC Ground Support (FFT AS GSO GRND SUPPT LP 50257)
|
November 1, 2013
|
|
N
|
N
|
Houston Airport System (FFT AS HAS 50237)
|
January 1, 2014
|
|
N
|
N
|
Phoenix Baggage Handling System (FFT AS PHX BHS LP 50258)
|
March 1, 2014
|
|
N
|
N
|
Dallas-Fort Worth Mechanical, Electrical, and Plumbing Services (FFT AS DFW MEPS LP 50259)
|
July 1, 2014
|
|
N
|
N
|
Columbia, SC (FFT AS COLUMBIA SC LP 50260)
|
November 1, 2014
|
|
N
|
N
|
Richmond, VA (FFT AS RICHMOND LP 50261)
|
July 1, 2015
|
|
N
|
N
|
West Palm Beach (FFT AS WEST PALM PBI 50262)
|
November 1, 2015
|
|
N
|
N
|
|
|
|
JOHN BEAN TECHNOLOGIES CORPORATION
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Mark K. Montague
|
|
|
|
|
|
|
|
|
|
Its:
|
|
Executive Vice President - Human Resources
|
Name of Division Location
|
Effective Date
|
End Date
|
Prevailing Wage Employee (Y/N)
|
Living Wage Employee (Y/N)
|
LAX Terminal 6 (FFT AS LAX PW 50248)
|
January 1, 2011
|
|
Y
|
Y
|
Miami-Dade County (FFT AS MIAMI PW 50245)
|
January 1, 2011
|
|
Y
|
N
|
Orange County (FFT AS ORANGE CTY PW 50246)
|
January 1, 2011
|
|
Y
|
N
|
Long Beach (FFT AS Long Beach PW 50247)
|
January 1, 2011
|
|
Y
|
N
|
LAX Delta (FFT AS LAX DELTA LP 50249)
|
March 1, 2011
|
|
N
|
N
|
Cincinnati (FFT AS CINCINNATI LP 50250)
|
June 1, 2011
|
|
N
|
N
|
LAX Terminal 2 (FFT AS LAX2 LP 50251)
|
September 1, 2011
|
|
N
|
N
|
Houston Train (FFT AS HAS TRAIN LP 50253)
|
September 1, 2011
|
December 31, 2015
|
N
|
N
|
Chicago O’Hare (FFT AS CHI ORD LP 50252)
|
October 1, 2011
|
|
N
|
N
|
Dallas-Fort Worth (FFT AS Dallas Terminal E 50228)
|
January 1, 2012
|
|
N
|
N
|
Rhode Island (FFT AS RHODE ISLAND LP 50254)
|
July 1, 2012
|
|
N
|
N
|
Ontario Terminals 2 and 4 (FFT AS ONTARIO T2 T4 LP 50255)
|
July 1, 2013
|
|
N
|
N
|
Salt Lake City Baggage System (FFT AS SLC BAG SYSTEM LP 50256)
|
July 1, 2013
|
|
N
|
N
|
Greensboro NC Ground Support (FFT AS GSO GRND SUPPT LP 50257)
|
November 1, 2013
|
|
N
|
N
|
Houston Airport System (FFT AS HAS 50237)
|
January 1, 2014
|
|
N
|
N
|
Phoenix Baggage Handling System (FFT AS PHX BHS LP 50258)
|
March 1, 2014
|
|
N
|
N
|
Dallas-Fort Worth Mechanical, Electrical, and Plumbing Services (FFT AS DFW MEPS LP 50259)
|
July 1, 2014
|
|
N
|
N
|
Columbia, SC (FFT AS COLUMBIA SC LP 50260)
|
November 1, 2014
|
|
N
|
N
|
Richmond, VA (FFT AS RICHMOND LP 50261)
|
July 1, 2015
|
|
N
|
N
|
West Palm Beach (FFT AS WEST PALM PBI LP 50262)
|
November 1, 2015
|
|
N
|
N
|
Dallas Terminal D (FFT AS DFW Terminal D LP 50263)
|
January 1, 2016
|
|
N
|
N
|
|
|
|
JOHN BEAN TECHNOLOGIES CORPORATION
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Mark K. Montague
|
|
|
|
|
|
|
|
|
|
Its:
|
|
Executive Vice President - Human Resources
|
Name of Division Location
|
Effective Date
|
End Date
|
Prevailing Wage Employee (Y/N)
|
Living Wage Employee (Y/N)
|
LAX Terminal 6 (FFT AS LAX PW 50248)
|
January 1, 2011
|
|
Y
|
Y
|
Miami-Dade County (FFT AS MIAMI PW 50245)
|
January 1, 2011
|
|
Y
|
N
|
Orange County (FFT AS ORANGE CTY PW 50246)
|
January 1, 2011
|
|
Y
|
N
|
Long Beach (FFT AS Long Beach PW 50247)
|
January 1, 2011
|
|
Y
|
N
|
LAX Delta (FFT AS LAX DELTA LP 50249)
|
March 1, 2011
|
|
N
|
N
|
Cincinnati (FFT AS CINCINNATI LP 50250)
|
June 1, 2011
|
|
N
|
N
|
LAX Terminal 2 (FFT AS LAX2 LP 50251)
|
September 1, 2011
|
|
N
|
N
|
Houston Train (FFT AS HAS TRAIN LP 50253)
|
September 1, 2011
|
December 31, 2015
|
N
|
N
|
Chicago O’Hare (FFT AS CHI ORD LP 50252)
|
October 1, 2011
|
|
N
|
N
|
Dallas-Fort Worth (FFT AS Dallas Terminal E 50228)
|
January 1, 2012
|
|
N
|
N
|
Rhode Island (FFT AS RHODE ISLAND LP 50254)
|
July 1, 2012
|
|
N
|
N
|
Ontario Terminals 2 and 4 (FFT AS ONTARIO T2 T4 LP 50255)
|
July 1, 2013
|
|
N
|
N
|
Salt Lake City Baggage System (FFT AS SLC BAG SYSTEM LP 50256)
|
July 1, 2013
|
|
N
|
N
|
Greensboro NC Ground Support (FFT AS GSO GRND SUPPT LP 50257)
|
November 1, 2013
|
|
N
|
N
|
Houston Airport System (FFT AS HAS 50237)
|
January 1, 2014
|
|
N
|
N
|
Phoenix Baggage Handling System (FFT AS PHX BHS LP 50258)
|
March 1, 2014
|
|
N
|
N
|
Dallas-Fort Worth Mechanical, Electrical, and Plumbing Services (FFT AS DFW MEPS LP 50259)
|
July 1, 2014
|
|
N
|
N
|
Columbia, SC (FFT AS COLUMBIA SC LP 50260)
|
November 1, 2014
|
|
N
|
N
|
Richmond, VA (FFT AS RICHMOND LP 50261)
|
July 1, 2015
|
|
N
|
N
|
West Palm Beach (FFT AS WEST PALM PBI LP 50262)
|
November 1, 2015
|
|
N
|
N
|
Dallas Terminal D (FFT AS DFW Terminal D LP 50263)
|
January 1, 2016
|
|
N
|
N
|
Dallas Southgate (FFT AS DFW Southgate LP 50264)
|
July 1, 2016
|
|
N
|
N
|
Baltimore International (FFT AS Baltimore LP 50265)
|
July 1, 2016
|
|
N
|
N
|
|
|
|
JOHN BEAN TECHNOLOGIES CORPORATION
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Mark K. Montague
|
|
|
|
|
|
|
|
|
|
Its:
|
|
Executive Vice President - Human Resources
|
2.9
|
Service Crediting for Tipper Tie, Inc.
. Notwithstanding any provision herein to the contrary, effective November 1, 2016, if an individual (a) was actively employed by Tipper Tie, Inc. on October 31, 2016, and (b) remains an active employee of Tipper Tie, Inc. as of November 1, 2016, such individual’s period of employment with Tipper Tie, Inc. shall be counted under the Plan for purposes of (i) eligibility to participate in the Plan and (ii) determining the individual’s Years of Service under the Plan.
|
|
|
|
JOHN BEAN TECHNOLOGIES CORPORATION
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Jason T. Clayton
|
|
|
|
|
|
|
|
|
|
Its:
|
|
EVP, Human Resources
|
Payment Date
|
Principal Installment
|
March 31, 2018
|
$1,875,000
|
June 30, 2018
|
$1,875,000
|
September 30, 2018
|
$1,875,000
|
December 31, 2018
|
$1,875,000
|
March 31, 2019
|
$1,875,000
|
June 30, 2019
|
$1,875,000
|
September 30, 2019
|
$1,875,000
|
December 31, 2019
|
$1,875,000
|
(e)
|
Mandatory Prepayments
.
|
(a)
|
To amend
Section 1.01
to add the following terms in appropriate alphabetical order:
|
(b)
|
To amend
Section 1.01
to amend the following terms in their entirety to read follows:
|
(e)
|
No Default or Event of Default shall exist after giving effect to this Amendment.
|
|
JOHN BEAN TECHNOLOGIES CORPORATION
|
|
as Company
|
|
|
By:
|
/s/ Thomas W. Giacomini
|
Name:
|
Thomas W. Giacomini
|
Title:
|
President and Chief Executive Officer
|
|
|
By:
|
/s/ Brian A. Deck
|
Name:
|
Brian A. Deck
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
JOHN BEAN TECHNOLOGIES B.V., as Dutch
|
|
Borrower
|
By:
|
/s/ Gregory A. Packard
|
Name:
|
Gregory A. Packard
|
Title:
|
Director
|
|
|
|
|
|
SUBSIDIARY GUARANTORS:
|
|
|
|
JBT ICS SOLUTIONS U.S. INC., as Subsidiary
|
|
Guarantor
|
By:
|
/s/ Gregory A. Packard
|
Name:
|
Gregory A. Packard
|
Title:
|
Treasurer
|
|
|
|
JBT HOLDINGS, L.L.C., as Subsidiary Guarantor
|
By:
|
John Bean Technologies Corporation, as its sole
|
|
member
|
By:
|
/s/ Thomas W. Giacomini
|
Name:
|
Thomas W. Giacomini
|
Title:
|
Chief Executive Officer
|
|
|
By:
|
/s/ Brian A. Deck
|
Name:
|
Brian A. Deck
|
Title:
|
Chief Financial Officer
|
|
JBT FOOD & DAIRY SYSTEMS INC.,
|
|
as Subsidiary Guarantor
|
|
|
By:
|
/s/ Gregory A. Packard
|
Name:
|
Gregory A. Packard
|
Title:
|
Treasurer
|
|
|
|
A&B PROCESS SYSTEMS CORP.,
|
|
as Subsidiary Guarantor
|
|
|
By:
|
/s/ Gregory A. Packard
|
Name:
|
Gregory A. Packard
|
Title:
|
Treasurer
|
|
ADMINISTRATIVE AGENT AND INCREMENTAL
|
|
TERM-1 LENDERS:
|
|
|
|
WELLS FARGO BANK, NATIONAL ASSOCIATION,
|
|
As Administrative Agent and Incremental Term-1 Lender
|
|
|
By:
|
/s/ Kay Reedy
|
Name:
|
Kay Reedy
|
Title:
|
Managing Director
|
|
BANK OF AMERICA, N.A., as Incremental Term-1
|
|
Lender
|
|
|
By:
|
/s/ Christopher C. Cavaiani
|
Name:
|
Christopher C. Cavaiani
|
Title:
|
Senior Vice President
|
|
JPMORGAN CHASE BANK, N.A., as Incremental
|
|
Term-1 Lender
|
|
|
By:
|
/s/ Helen D. Davis
|
Name:
|
Helen D. Davis
|
Title:
|
Executive Director
|
Lender
|
Commitment
|
Wells Fargo Bank, National Association
|
$50,000,000.00
|
Bank of America, N.A.
|
$50,000,000.00
|
JPMorgan Chase Bank, N.A.
|
$50,000,000.00
|
Total
|
$150,000,000.00
|
|
|
Exhibit 21.1
|
|
|
|
JOHN BEAN TECHNOLOGIES CORPORATION SUBSIDIARY LIST
|
||
|
|
|
Legal Entity Name
|
|
Jurisdiction of Organization
|
|
|
|
John Bean Technologies Corporation
|
|
Delaware [USA]
|
John Bean Technologies LLC
|
|
Delaware [USA]
|
Jetway Systems Asia, Inc.
|
|
Delaware [USA]
|
JBT Food & Dairy Systems Inc.
|
|
Delaware [USA]
|
JBT Equipment Finance LLC
|
|
Delaware [USA]
|
JBT Holdings LLC
|
|
Delaware [USA]
|
JBT ICS Solutions U.S. Inc.
|
|
Delaware [USA]
|
Tipper Tie, Inc.
|
|
Delaware [USA]
|
A & B Process Systems Corp.
|
|
Wisconsin [USA]
|
A&B Renewable Gas Systems, LLC
|
|
Wisconsin [USA]
|
Innovative Food Technologies, LLC
|
|
Wisconsin [USA]
|
Precise Cutting and Conveying Systems, LLC
|
|
Wisconsin [USA]
|
The Mozza-Lessa Sales Company LLC
|
|
Wisconsin [USA]
|
E.M.D. S.A. de C.V.
|
|
Mexico
|
FAI Certification Company Limited
|
|
Thailand
|
Food and Dairy Systems, S.L.
|
|
Spain
|
JBT B&BS B.V.
|
|
Netherlands
|
JBT F&DS B.V.
|
|
Netherlands
|
JBT Food and Dairy Systems Mexico, S.A. de C.V.
|
|
Mexico
|
JBT Food and Dairy Systems SARL
|
|
France
|
JBT Malaysia Sdn. Bhd.
|
|
Malaysia
|
JBT Netherlands BV
|
|
Netherlands
|
John Bean Technologies (Kunshan) Company Ltd.
|
|
China
|
John Bean Technologies (Ningbo) Company Ltd.
|
|
China
|
John Bean Technologies (Proprietary) Ltd.
|
|
South Africa
|
John Bean Technologies (Shanghai) Company Ltd.
|
|
China
|
John Bean Technologies (Shenzhen) Company Ltd.
|
|
China
|
John Bean Technologies (Thailand) Ltd.
|
|
Thailand
|
John Bean Technologies AB
|
|
Sweden
|
John Bean Technologies Argentina S.R.L.
|
|
Argentina
|
John Bean Technologies Australia Ltd.
|
|
Australia
|
John Bean Technologies B.V.
|
|
Netherlands
|
John Bean Technologies Canada Limited
|
|
Canada
|
John Bean Technologies de Mexico S. de R.L. de C.V.
|
|
Mexico
|
John Bean Technologies Europe B.V.
|
|
Netherlands
|
John Bean Technologies GmbH
|
|
Germany
|
John Bean Technologies Hong Kong Ltd.
|
|
Hong Kong
|
John Bean Technologies India Pvt. Ltd.
|
|
India
|
John Bean Technologies K.K.
|
|
Japan
|
JBT Kunshan Holdings Ltd.
|
|
Hong Kong
|
John Bean Technologies Ltd.
|
|
United Kingdom
|
John Bean Technologies Máquinas e Equipamentos Industriais Ltda.
|
|
Brazil
|
John Bean Technologies Middle East FZE
|
|
UAE
|
John Bean Technologies N.V.
|
|
Belgium
|
JBT Ningbo Holdings Ltd.
|
|
Hong Kong
|
John Bean Technologies NZ Limited
|
|
New Zealand
|
John Bean Technologies OOO
|
|
Russia
|
John Bean Technologies S.A.
|
|
France
|
John Bean Technologies S.P.A.
|
|
Italy
|
John Bean Technologies S.R.O.
|
|
Czech Republic
|
JBT Shanghai Holdings Ltd.
|
|
Hong Kong
|
JBT Shenzhen Holdings Ltd.
|
|
Hong Kong
|
John Bean Technologies Singapore Pte. Ltd.
|
|
Singapore
|
John Bean Technologies South Africa Holding B.V.
|
|
Netherlands
|
John Bean Technologies S.p. Z.o.o.
|
|
Poland
|
John Bean Technologies Spain Holding B.V.
|
|
Netherlands
|
John Bean Technologies Spain S.L.U.
|
|
Spain
|
John Bean Technologies Switzerland GmbH
|
|
Switzerland
|
Tipper Tie Alpina GmbH
|
|
Switzerland
|
Tipper Tie Technopack GmbH
|
|
Germany
|
Tipper Tie Technopack B.V.
|
|
Netherlands
|
1.
|
I have reviewed this annual report on Form 10-K of John Bean Technologies Corporation (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
February 28, 2017
|
|
|
|
|
|
|
|
|
|
/s/ Thomas W. Giacomini
|
|
|
Thomas W. Giacomini
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this annual report on Form 10-K of John Bean Technologies Corporation (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
February 28, 2017
|
|
|
|
|
|
|
|
|
|
/s/ Brian A. Deck
|
|
|
Brian A. Deck
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
Date:
|
February 28, 2017
|
|
|
|
|
|
|
|
|
|
/s/ Thomas W. Giacomini
|
|
|
Thomas W. Giacomini
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
Date:
|
February 28, 2017
|
|
|
|
|
|
|
|
|
|
/s/ Brian A. Deck
|
|
|
Brian A. Deck
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|