Annual Report (Form 10-K), fiscal year 1994

Item 1. BUSINESS
General
	Astec designs, engineers, manufactures and markets equipment and components used primarily in road building and related construction activities. The Company's products are used in each phase of road building, from quarrying and crushing the aggregate to application of the road surface. The Company also manufactures certain equipment and components unrelated to road construction including trenching and excavating equipment, environmental remediation equipment, log loading and industrial heat transfer equipment. The Company holds over 100 United States and foreign patents, and has been responsible for many technological and engineering innovations in the industry. The Company currently manufactures over 125 different products which it markets both domestically and internationally. In addition to plant and equipment sales, the Company manufactures and sells replacement parts for equipment in each of its product lines. The distribution and sale of replacement parts is an integral part of the Company's business.
	The Company's seven operating divisions and subsidiaries, each of which operates as an autonomous company, are: (i) the Astec division (effective January 1, 1995 Astec, Inc.), which manufactures a line of hot mix asphalt plants, soil purification and environmental remediation equipment and related components; (ii) Telsmith, Inc. which manufactures aggregate processing equipment for the production and classification of sand, gravel and crushed stone for road and other construction applications; (iii) Heatec, Inc. which manufactures thermal oil heaters, asphalt heaters and other heat transfer equipment used in the Company's asphalt mixing plants and in other industries; (iv) Roadtec, Inc., which manufactures milling machines used to recycle asphalt and concrete, asphalt paving equipment and material transfer vehicles; (v) Trencor, Inc. which manufactures chain and wheel trenching equipment, excavating equipment and log loaders; (vi) Wibau-Astec Maschinenfabrik GmbH, located in Germany, which represents Astec in international sales and manufactures and sells Wibau parts in Europe, Africa and the Middle East and Astec continuous mix plants in Europe and the Eastern bloc countries; (vii) Gibat Ohl Ingenieurgesellschaft fur Anlagentechnik mbH, located in Germany, which manufactures and sells batch asphalt plants, parts and controls in Europe and the Eastern bloc countries.
	The Company's strategy is to become the high quality, low cost producer in each of its product lines while continuing to develop innovative new products for its customers. Management believes that this strategy will provide the Company with a competitive advantage in the marketplace and position it to capitalize on rebuilding the infrastructure in the United States and abroad.
Products
	The Company operates in a single business segment. In 1994 it manufactured and marketed products in five principal categories: (i) hot mix asphalt plants, soil purification and environmental remediation equipment and related components; (ii) mobile construction equipment, including asphalt pavers from Roadtec, milling machines and material transfer vehicles and other auxiliary equipment; (iii) hot oil heaters, asphalt heaters and other heat transfer equipment; (iv) aggregates processing equipment; and (v) chain and wheel trenching and excavating equipment. The table following shows the Company's sales for each product category which accounted for 10% or more of consolidated revenue for the periods indicated.
	Years Ended December 31 1994 1993 1992 (in thousands) Asphalt plants and components $100,514 $88,116 $81,438 Aggregate processing equipment 38,823 40,108 33,298 Trenching and excavating equipment 25,867 16,535 14,803 Mobile construction equipment 30,291 22,120 14,660
Financial information in connection with the Company's international sales is included in Note 1 to "Notes to Consolidated Financial Statements - Segment Information", appearing at Page A-11 of this report.
Hot Mix Asphalt Plants
	The Astec division designs, engineers, manufactures and markets a complete line of portable, stationary and relocatable hot mix asphalt plants and related components under the "ASTEC" trademark. An asphalt mixing plant typically consists of heating and storage equipment for liquid asphalt (manufactured by Heatec), cold feed bins for storing aggregates, a drum mixer for drying, heating and mixing, a baghouse composed of air filters and other pollution control devices, hot storage bins or silos for temporary storage of hot mix asphalt and a control house. The Company introduced the concept of plant portability in 1979. Its current generation of portable asphalt plants is marketed as the "Six Pack" and consists of six portable components which can be disassembled and moved to the construction site to reduce relocation expenses. Plant portability represents an industry innovation developed and successfully marketed by the Company.
	The components in the Company's asphalt mixing plants are fully automated and use microprocessor based control systems for efficient operation. The plants are manufactured to meet or exceed federal and state clean air standards.
	The Company has also developed specialized asphalt recycling equipment for use with its hot mix asphalt plants. Many of the existing Astec products are suited for blending, vaporizing, drying and incinerating contaminated products. As a result, the Astec division has developed a line of thermal purification equipment for the remediation of petroleum contaminated soil.
Mobile Construction Equipment
	Roadtec designs, engineers, manufactures and markets asphalt pavers, material transfer vehicles and milling machines. Roadtec engineers emphasize simplicity, productivity, versatility and accessibility in product design and use.
	Asphalt Pavers. Asphalt pavers are used in the application of hot mix asphalt to the road surface. Roadtec pavers have been designed to minimize maintenance costs while exceeding road surface smoothness requirements. A new effective and efficient paver has been introduced which must be used with the material transfer vehicle. Other additional new paver models have also been introduced in 1994.
	Material Transfer Vehicles. The "Shuttle Buggy" is a mobile, self-propelled material transfer vehicle which allows continuous paving by separating truck unloading from the paving process while remixing the asphalt surface material. A typical asphalt paver must stop paving to permit truck unloading of asphalt mix. By permitting continuous paving, the "Shuttle Buggy" allows the asphalt paver to produce a smoother road surface. Certain states are now requiring the use of the "Shuttle Buggy" on their jobs.
	Milling Machines. Roadtec milling machines are designed to remove old asphalt from the road surface before new asphalt mix is applied. They are manufactured with a simplified control system, wide conveyors, direct drives and a wide range of horsepower and cutting capabilities to provide versatility in product application. Additional models were introduced in 1994 to meet contractor needs.
Heat Transfer Equipment
	Heatec designs, engineers, manufactures and markets a variety of heaters and heat transfer processing equipment under the "HEATEC" trade name for use in various industries including the asphalt industry.
	Asphalt Heating Equipment. Heatec manufactures a complete line of heating and liquid storage equipment for the asphalt paving industry. The equipment includes portable and stationary tank models with capacities up to 35,000 gallons each. Heaters are offered in both direct-fired and helical coil models.
	Industrial Heating Equipment. Heatec builds a wide variety of industrial heaters to fit a broad range of applications, including equipment for emulsion plants, roofing material plants, refineries, chemical processing, rubber plants and the agribusiness. Heatec has the technical staff to custom design heating systems and has systems operating as large as 40,000,000 BTU's per hour.
Aggregates Processing Equipment
	Telsmith has served the quarry business since 1906. Telsmith designs, engineers, manufactures and markets a wide range of portable and stationary equipment for the production and classification of sand, gravel, and quarried stone for road and other construction applications. Telsmith's products include jaw, cone and impact crushers; several types of feeders which transport the aggregate from the storage site to the crushing equipment; vibrating screens to separate the aggregate into various mixes; and washing and conveying equipment. Telsmith markets its products individually and as complete systems, incorporating microprocessor based automated controls for the efficient operation of its equipment.
Trenching and Excavating Equipment
	Trencor, Inc. designs, engineers, manufactures and markets chain and wheel trenching equipment, canal excavators, rock saws, road miners and log loading equipment. In August 1994, Trencor acquired the product line and related manufacturing rights, trademarks, patents, intellectual property and engineering designs of Capitol Trencher Corporation ("CTC"), also a manufacturer of trenching and excavation equipment. This purchase excluded the manufacturing plant and equipment operated by CTC. The acquisition of the CTC product line strengthens and broadens Trencor's position in the construction market. The fabrication of the CTC product line has been relocated to Trencor's new facility in Grapevine, Texas.
	Chain Trenchers. Trencor chain trenching machines utilize a heavy duty chain (equipped with cutting teeth attached to steel plates) wrapped around a long moveable boom. These machines, with weights up to 400,000 pounds, are capable of cutting a trench up to eight feet wide and thirty feet deep through rock. Trencor also makes foundation trenchers used in areas where drilling and blasting are prohibited.
	Wheel Trenchers. Trencor wheel trenching machines are used in pipeline excavation in soil and soft rock. The wheel trenchers weigh up to 390,000 pounds and have a trench capacity of up to seven feet in width and ten feet in depth.
	Canal Excavator. Trencor canal excavators are used to make finished and trimmed trapezoidal canal excavations within close tolerances. The canals are primarily used for irrigation systems.
	Rock Saws. Trencor manufactures a rock saw which is utilized for laying water and gas lines, fiber optics cable, constructing highway drainage systems and for other applications.
	Road Miners. Trencor manufactures four "Road Miner" models weighing up to 400,000 pounds with an attachment which allows it to cut a path up to twelve and a half feet wide and five feet deep on a single pass. The Road Miner has applications in the road construction industry and in mining and aggregates processing operations.
	Log Loaders. Trencor also manufactures several different models of log loaders. Its products include mobile/truck mounted models, as well as track mounted and stationary models, each of which is used in harvesting and processing wood products. The equipment is sold under the Log-Hog name.
Manufacturing
	The Company manufactures many of the component parts and related equipment for its products. In many cases, the Company designs, engineers and manufactures custom component parts and equipment to meet the particular needs of individual customers. Manufacturing operations during 1994 took place at seven separate locations. The Company's manufacturing operations consist primarily of fabricating steel components and the assembly and testing of its products to ensure quality control standards have been achieved.
Marketing
	The Company markets its products both domestically and internationally. The principal purchasers of the Company's products include highway and heavy equipment contractors, utility contractors, pipeline contractors, open mine operators, quarry operators and foreign and domestic governmental agencies. The Astec division (now Astec, Inc.) sells directly to its customers with domestic, soil remediation and international sales departments. Astec, Inc. also has a branch in Chino, California to service customers in the western United States. Telsmith products are sold through two leased branch locations in San Francisco, California and Sharon, Massachusetts, as well as through a combination of direct sales, domestic and international and dealer sales. Heatec, Roadtec and Trencor products are marketed through a combination of direct sales and dealer sales. Approximately 18 manufacturers' representatives sell Heatec products for applications in industries other than the asphalt industry with such sales comprising approximately 30% of Heatec's sales volume during 1994. Direct sales employees are paid salaries and are generally entitled to commissions after obtaining certain sales quotas. See "Business - Properties"
	The Company's international sales efforts are decentralized with each division and subsidiary maintaining responsibility for its own international marketing efforts.
German Subsidiaries
	Effective July 1, 1993, the Company entered into an agreement with Putzmeister-Werk Maschinenfabrik GmbH ("Putzmeister"), a company organized under the laws of the Federal Republic of Germany, to form a new German limited liability company, Wibau-Astec, to be jointly owned by the Company and Putzmeister (the "Joint Venture"). Wibau-Astec designs, engineers and manufactures asphalt plants, stabilization plants, asphalt and thermal heaters, hot storage systems and soil remediation equipment (including their respective parts and components) which it markets in Europe, Africa and the Middle East. Initially Putzmeister owned 50% of the Joint Venture and Astec owned 50%. In consideration for their respective interests in the Joint Venture, Putzmeister contributed the operating assets, other than real estate, and related liabilities of its asphalt plant manufacturing business located in Germany to the Joint Venture; and Astec contributed, among other things, an interest in the Company's technology related to asphalt plants, asphalt heating equipment and soil remediation equipment. In November 1994, Astec acquired the other 50% interest in Wibau-Astec, making it a wholly owned subsidiary of the Company.
In an unrelated transaction, Astec acquired Gibat Ohl Ingenieurgesellschaft fur Anlagentechnik mbH located in Hasselroth, Germany for cash and Astec stock in October 1994. Gibat Ohl is a manufacturer of asphalt batch plants and related equipment. The management of Gibat Ohl is composed of former Wibau employees who are very knowledgeable about the asphalt plant market. The completion of these acquisitions strengthens Astec's position in the European market.
Seminars and Technical Bulletins
	The Company periodically conducts technical and service seminars which are primarily for contractors, employees and owners of asphalt mixing plants. In 1994, approximately 200 representatives of contractors and owners of hot mix asphalt plants attended seminars held by the Company in Chattanooga, Tennessee. These seminars, which are taught by Company management and employees, cover a range of subjects including technological innovations in the hot mix asphalt business and other industry segments in which the Company manufactures products. 	 	In addition to the seminars, the Company published a number of detailed technical bulletins covering various technological and business issues relating to the asphalt industry.
Patents and Trademarks
	The Company seeks to obtain patents to protect the novel features of its products. The Company and its subsidiaries hold 67 United States patents and 39 foreign patents. There are 24 United States and 16 foreign patent applications pending.
	The Company and its subsidiaries have approximately 40 trademarks registered in the United States, including logos for Astec, Telsmith, Roadtec and Trencor, and the names ASTEC, TELSMITH, HEATEC, LOG HOG, ROADTEC and TRENCOR. Many of these trademarks are also registered in foreign countries, including Canada, Great Britain, Mexico, Australia and Japan.
	The Company and its subsidiaries also license their technology to manufacturers.
Engineering and Product Development
	The Company dedicates substantial resources to its engineering and product development. At December 31, 1994, the Company and its subsidiaries had 143 individuals employed domestically full-time in engineering and design capacities.
Raw Materials
	Raw materials used by the Company in the manufacture of its products include carbon steel and various types of alloy steel which are normally purchased from steel mills and other sources.
Seasonality and Backlog
	The Company's business is somewhat seasonal. The Company's sales tend to be stronger from January through June each year which is attributable largely to orders placed in the fourth quarter in anticipation of warmer summer months when most asphalt paving is done.
	As of December 31, 1994, the Company had a backlog for delivery of products at certain dates in the future of approximately $50,500,000. At December 31, 1993 the total backlog was approximately $33,100,000. The Company's backlog is subject to some seasonality as noted above.
	The Company's contracts reflected in the backlog are not, by their terms, subject to termination. Management believes that the Company is in substantial compliance with all manufacturing and delivery timetables relating to its products.
Competition
	The Company faces strong competition in price, service and product performance in each product category. While the Company does not compete with any one manufacturer in all of its product lines, it competes as to certain products with both large publicly held companies with resources significantly greater than the Company and various smaller manufacturers. Hot mix asphalt plant competitors include CMI Corporation; Cedarapids, Inc., a division of Raytheon Company; and Gencor Industries, Inc. Paving equipment competitors include Caterpillar Paving Products Inc. (including the Company's former Barber-Greene product line), a subsidiary of Caterpillar Inc.; Blaw-Knox Construction Equipment Company, a subsidiary of Clark Equipment Co.; Ingersoll-Rand Company; and Cedarapids, Inc.
	The market for the Company's heat transfer equipment is diverse because of the multiple applications for such equipment. Its principal competitor is Gencor/Hyway Heat Systems. The Company's milling machine equipment competitors include Ingersoll-Rand Company; CMI Corporation; Cedarapids, Inc.; Caterpillar; and Wirtgen America, Inc. Aggregates processing equipment competitors include the Pioneer Division of Portec, Inc.; Nordberg, Inc.; Eagle Iron Works; Boliden Allis, a member of the Trelleborg Group; Cedarapids, Inc.; and other smaller manufacturers, both domestic and foreign. Competition for sales of trenching and excavating equipment includes Ditch Witch; J.I. Case; Vermeer and other smaller manufacturers in the small utility trencher market.
	As a whole, imports do not constitute significant competition in the United States; however, in international sales, the Company generally competes with foreign manufacturers which may have a local presence in the market the Company is attempting to penetrate.
	Asphalt and concrete are generally considered competitive products as a surface choice for new roads and highways. A portion of the interstate highway system is paved in concrete, but a majority of all surfaced roads in the United States are paved with asphalt. Although concrete is used for some new road surfaces, asphalt is used for virtually all resurfacing, even the resurfacing of most concrete roads. Management does not believe that concrete, as a competitive surface choice, materially impacts the Company's business prospects.
Regulation
	The Company does not operate within a highly regulated industry. However, air pollution equipment manufactured by the Company principally for hot mix asphalt plants must comply with certain performance standards promulgated by the federal Environmental Protection Agency under the Clean Air Act applicable to "new sources" or new plants. Management believes that the Company's products meet all material requirements of such regulations and of applicable state pollution standards and environmental protection laws.
	In addition, due to the size and weight of certain equipment, the Company and its customers sometimes confront conflicting state regulations on maximum weights transportable on highways and roads. This problem occurs most frequently in the movement of portable asphalt mixing plants. Also, some states have regulations governing the operation of asphalt mixing plants and most states have regulations relating to the accuracy of weights and measures which affect some of the control systems manufactured by the Company.
Employees
	At December 31, 1994, the Company and its subsidiaries employed 1,531 persons, of which 1,045 were engaged in manufacturing operations, 176 in engineering and design functions and 310 in selling, administrative and management functions. Telsmith has a labor agreement expiring October 14, 1995. None of the Company's other employees are covered by a collective bargaining agreement. The Company considers its employee relations to be good.
Item 2.



Item 2. Properties
	The location, approximate square footage, acreage occupied and principal function of the properties owned or leased by the Company are set forth below:
	In an effort to improve efficiency and consolidate manufacturing space, the Company consolidated all of Telsmith's manufacturing operations in an expanded Mequon facility. The expansion began in late 1993 and was completed in 1994. On February 18, 1994, Trencor, Inc. acquired facilities in Grapevine, Texas and has relocated its manufacturing and office operations to this location. Except as set forth above, management believes that each of the Company's facilities provide office or manufacturing space suitable for its current needs and considers the terms under which it leases facilities to be reasonable. Astec, Inc. is in the process of expanding its offices and manufacturing facilities. In 1995 its manufacturing space will increase by approximately 14,000 square feet. Existing facilities will undergo some remodeling also.
Item 3.

Item 3. Legal Proceedings
	During 1994, and in previous years, the Company and its former Barber-Greene subsidiary (now Telsmith, Inc.) were defendants in two patent infringement actions brought by Robert L. Mendenhall and CMI Corporation ("CMI"), a competitor, seeking monetary damages and an injunction to cease the alleged infringement.
	In 1990, CMI was awarded damages of $4,457,000 and prejudgment interest of $2,838,000 or a total of $7,295,000 from Barber-Greene. During 1991, in a separate trial, CMI was awarded damages of $8,463,000, prejudgment interest of $5,309,000 and attorney's fees of $737,000 for a total of $14,509,000 from Astec; and Astec was awarded damages of $667,000 plus $391,000 of prejudgment interest or a total of $1,058,000 from CMI. The total damages and expenses awarded to CMI were $20,746,000, net of the $1,058,000 awarded to Astec. Both Astec and CMI appealed the judgments. In connection with its appeals, the Company was directed by the courts to pledge substantially all of its real property and to deposit funds in an escrow account to secure the judgments against the Company pending the outcome of appeals.
	On June 9, 1994, the Company announced that the United States Court of Appeals for the Federal Circuit had reversed the lower court decision and did not remand to the lower court for further proceedings the judgments previously entered against Astec and its former Barber-Greene subsidiary in the Robert L. Mendenhall and CMI patent litigation. Those judgments had totaled approximately $22 million. The Federal Circuit Court ruled in favor of Astec because the allegedly infringing patents had been held invalid in a separate third party case. CMI asked the Federal Circuit to reconsider its decision and to have all of the Federal Circuit judges rehear the appeal. The Company responded to this request. On September 20, 1994, the Company announced that the United States Court of Appeals for the Federal Circuit denied the request from Mendenhall and CMI to reconsider its earlier reversal. With the issuance of this ruling, The Federal Circuit's review of this ongoing patent litigation ended.
	On October 11, 1994, CMI Corporation and Robert L. Mendenhall filed a Petition of Writ Certiorari asking the U.S. Supreme Court to review the decision of the Federal Circuit Court of Appeals. The Company filed a response opposing the Petition and on November 28, 1994, the Supreme Court issued an Order denying the Petition thus bringing the patent litigation to an end.
	As a result of the Supreme Court's refusal to grant certiorari, the Company received approximately $12.9 million which was being held in escrow pending the Company's appeal of the two judgments. In addition, on December 16, 1994, the Company received approximately $1.3 million from CMI in satisfaction of the judgment entered in favor of the Company on its counterclaim against CMI. The receipt of these funds effectively concluded the litigation between the Company and CMI and Robert L. Mendenhall which had been pending for a number of years. As a result, the Company has reversed its accrued liability for patent damages. The reversal of $13,870,000 in accrued patent damages and the receipt of $1,309,000 in patent damages from CMI total $15,179,000 and are shown net of accruals and related legal expenses in the Consolidated Statements of Income as Patent Suit Damages and Expenses (Net Recoveries and Accrual Adjustments).
	In an unrelated case, the Company's Telsmith subsidiary is a defendant in a patent infringement action brought by Nordberg, Inc., a manufacturer of a competing line of rock crushing equipment, seeking monetary damages and an injunction to cease an alleged infringement of a patent on certain components used in the production of its rock crushing equipment. This case, being heard before the U.S. District Court for the Eastern District of Wisconsin, has been bifurcated into liability and damages phases. The liability phase was tried on January 11, 1993; however, no decision had been rendered by the Court. Because of the uncertainties inherent in the litigation process, the Company is unable to predict the ultimate outcome of this litigation.
	On October 28, 1993, the Company was also named as a defendant in a patent infringement action brought by Gencor, Inc., a manufacturer of a competing line of asphalt plants, seeking monetary damages and an injunction to cease an alleged infringement of a patent on certain components used in the production of its asphalt plant product line. This case was filed in the U.S. District Court for the Middle District of Florida, Orlando Division, and is currently in the discovery phase. Management believes this case to be without merit and intends to vigorously defend this suit; however, due to the uncertainties inherent in the litigation process, the Company is unable to predict the ultimate outcome of this litigation.
	Management has reviewed all claims and lawsuits and, upon the advice of counsel, has made provision for any estimable losses; however, the Company is unable to predict the ultimate outcome of the outstanding claims and lawsuits.
Item 4.

Item 4. Submission of Matters to a Vote of Security Holders
	None.
Executive Officers of the Registrant
	The name, title, ages and business experience of the executive officers of the Company are listed below.
	J. Don Brock has been President and a director of Astec since its incorporation in 1972 and assumed the additional position of Chairman of the Board in 1975. He was the Treasurer of the Company from 1972 until 1994. From 1969 to 1972, Dr. Brock was President of the Asphalt Division of CMI Corporation. Dr. Brock earned his Ph.D. degree in mechanical engineering from the Georgia Institute of Technology. Dr. Brock and Thomas R. Campbell, President of Roadtec, are first cousins. Dr. Brock is 56.
	Albert E. Guth has been Chief Financial Officer of the Company since 1987, Senior Vice President since 1984, Secretary of the Company since 1972 and Treasurer since 1994. Mr. Guth, who has been a director since 1972, was the Vice President of the Company from 1972 until 1984. From 1969 to 1972, Mr. Guth was the Controller of the Asphalt Division of CMI Corporation. He is 55.
	F. McKamy Hall, a Certified Public Accountant, has served as Controller of the Company since May 1987. From 1985 to 1987, Mr. Hall was Vice President-Finance of Quadel Management Corporation, a company engaged in real estate management. He is 52.
	Thomas R. Campbell has served as President of Roadtec, Inc. since 1988. From 1981 to 1988 he served as Operations Manager of Roadtec. Mr. Campbell and J. Don Brock, President of the Company, are first cousins. Mr. Campbell is 45.
	W. Norman Smith has served as the President of Astec, Inc. since December 1, 1994. He formerly served as President of Heatec, Inc. from 1977 to 1994. From 1972 to 1977, Mr. Smith was a Regional Sales Manager with the Company. From 1969 to 1972, Mr. Smith was an engineer with the Asphalt Division of CMI Corporation. Mr. Smith has also served as a director of the Company since 1972. He is 55.
	Jerry F. Gilbert has served as President of Trencor, Inc. since 1981. From 1973 to 1980, Mr. Gilbert was self- employed in the real estate investment and insurance field. Mr. Gilbert has also served as a director of the Company since May, 1991. He is 49.
	Robert G. Stafford has served as President of Telsmith, Inc., formerly the Barber-Greene Company, since April 1991. Between January 1987 and January 1991, Mr. Stafford served as President of Telsmith, Inc., a subsidiary of Barber-Greene. From 1984 until the Company's acquisition of Barber-Greene in December 1986, Mr. Stafford was Vice President - Operations of Barber-Greene and General Manager of Telsmith. From 1979 to 1984 he served as Director-Engineering and Operations for Telsmith. He became a director of the Company in March 1988. He is 56.
	James G. May has served as President of Heatec, Inc. since December 1, 1994. From 1983 until 1994 he served as Vice President of Engineering of Astec, Inc. He is 50.
PART II
Item 5.

Item 5. Market for Registrant's Common Equity and Related Shareholder Matters
	The Company's Common Stock is traded in the National Association of Securities Dealers Automated Quotation System (NASDAQ) National Market System under the symbol "ASTE". The Company has never paid any dividends on its Common Stock.
	The high and low sales prices of the Company's Common Stock as reported on the NASDAQ National Market System for each quarter during the last two fiscal years, which have been restated to retroactively reflect the two-for-one stock split effected in the form of a dividend on August 12, 1993, were as follows:
	The number of holders of record of the Company's Common Stock as of March 10,1995, was 821.
Item 6.

Item 6. Selected Financial Data
	Selected financial data appear on page A-1 of this Report.
Item 7.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
	Management's discussion and analysis of financial condition and results of operations appears on pages A-2 to A-4 of this Report.
Item 8.


Item 8. Financial Statements and Supplementary Data
	Financial statements and supplementary financial information appear on pages A-5 to A-22 of this Report.
Item 9.

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure 	 	None required to be reported in this item.
PART III
Item 10.



Item 10. Directors and Executive Officers of the Registrant
	Information regarding the Company's directors included under the caption "Election of Directors - Certain Information Concerning Nominees and Directors" in the Company's definitive Proxy Statement to be delivered to the shareholders of the Company in connection with the Annual Meeting of Shareholders to be held on April 27, 1995 is incorporated herein by reference. Required information regarding the Company's executive officers is contained in Part I of this Report under the heading "Executive Officers of the Registrant". Information regarding compliance with Section 16(a) of the Exchange Act is included under "Election of Directors - Section 16(a) Filing Requirements" in the Company's definitive Proxy Statement which is incorporated herein by reference.
Item 11.

Item 11. Executive Compensation
	Information included under the caption, "Election of Directors - Executive Compensation" in the Company's definitive Proxy Statement to be delivered to the shareholders of the Company in connection with the Annual Meeting of Shareholders to be held on April 27, 1995 is incorporated herein by reference.
Item 12.

Item 12. Security Ownership of Certain Beneficial Owners and Management
	Information included under the captions "Election of Directors - Certain Information Concerning Nominees and Directors", "Election of Directors - Common Stock Ownership of Management" and "Election of Directors - Common Stock Ownership of Certain Beneficial Owners" in the Company's definitive Proxy Statement to be delivered to the shareholders of the Company in connection with the Annual Meeting of Shareholders to be held on April 27, 1995 is incorporated herein by reference.
Item 13.

Item 13. Certain Relationships and Related Transactions
	In September 1991, the Company's Chairman, its Senior Vice President, and the President of its Telsmith, Inc. subsidiary formed a general partnership which acquired 25% of the common stock of American Rock Products, Inc., an Ohio corporation engaged in the business of supplying crushed rock to concrete and asphalt producers in the southeastern Oklahoma area ("Amrock"). These individuals own interests in the partnership of 50%, 25% and 25%, respectively. In December 1992, the rock crushing business of Amrock was sold to a competitor, exclusive of two used rock crushing machines and certain other miscellaneous inventory and equipment.
	In March 1994, Amrock sold two of these used rock crushing machines to Telsmith for $50,000 and $70,000, respectively. The purchase price for each of these machines was determined by the President of Telsmith based on his opinion of their fair market value at the time of purchase. Telsmith intends to market both rock crushing machines to its customers for sale in the ordinary course of business.
PART IV
Item 14.

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
	(a)(1) The following financial statements and other information appear in Appendix "A" to this Report and are filed as a part hereof:
		Selected Consolidated Financial Data.
		Management's Discussion and Analysis of Financial Condition and Results of Operations.
		Report of Independent Auditors.
		Consolidated Balance Sheets at December 31, 1994 and 1993.
	Consolidated Statements of Income for the Years Ended December 31, 1994, 1993 and 1992.
	Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 1994, 1993 and 1992. 	 	Consolidated Statements of Cash Flows for the Years Ended December 31, 1994, 1993 and 1992.
		Notes to Consolidated Financial Statements.
	 (a)(2) Other than as described below, Financial Statement Schedules are not filed with this Report because the Schedules are either inapplicable or the required information is presented in the Financial Statements or Notes thereto. The following Schedules appear in Appendix "A" to this Report and are filed as a part hereof: 	 	Report of Independent Auditors.
		Schedule VIII - Valuation and Qualifying Accounts.
	 (a)(3) The following Exhibits* are incorporated by reference into or are filed with this Report:
	 2.1	Share Purchase and Transfer Agreement, dated October 13, 1994, between the Company and Wibau-Astec Maschinenfabrik GmbH (incorporated by reference to the Form 8-K effective November 7, 1994, File No. 0-14714).
	2.2	Share Purchase and Transfer Agreement by and between the Company and Gibat Ohl Ingenieurgesellschaft fur Anlagentechnik mbH, dated as of October 5, 1994.
	3.1	Restated Charter of the Company (incorporated by reference to the Company's Registration Statement on Form S-1, effective June 18, 1986, File No. 33-5348).
	3.2	Articles of Amendment to the Restated Charter of the Company, effective September 12, 1988 (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1988, File No. 0-14714). 	 [FN] The Exhibits are numbered in accordance with Item 601 of Regulation S-K. Inapplicable Exhibits are not included in the list.
	3.3	Articles of Amendment to the Restated Charter of the Company, effective June 8, 1989 (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1989, File No. 0-14714).
	3.4	Amended and Restated Bylaws of the Company, adopted March 14, 1990 (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1989, File No. 0-14714).
	4.1	Trust Indenture between City of Mequon and Firstar Trust Company, as Trustee, dated as of February 1, 1994 (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1993, File No. 0-14714).
	4.2	Indenture of Trust, dated April 1, 1994, by and between Grapevine Industrial Development Corporation and Bank One, Texas, NA, as Trustee.
	10.1	Agreement, dated December 24, 1976, between the Company and Jemco International, Inc. (incorporated by reference to the Company's Registration Statement on Form S-1, effective June 18, 1986, File No. 33-5348).
	10.2	Supplemental Agreement, dated December 30, 1982, between the Company and Jemco International, Inc. (incorporated by reference to Company's Registration Statement on Form S-1, effective June 18, 1986, File No. 33-5348).
	10.3	Restated License and Trademark Agreement, dated March 25, 1988, between the Company and Barber-Greene Europa B.V. (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1988, File No. 0-14714).
	10.4	License and Trademark Agreement, dated May 5, 1988, between the Company and BM Group PLC incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1989, File No. 0-14714).
	10.5	1986 Stock Option Plan of the Company (incorporated by reference to the Company's Registration Statement on Form S- 1, effective June 18, 1986, File No. 33-5348).
	10.6	Loan Agreement, dated July 1, 1980, between the Company and the Industrial Development Board of the City of Chattanooga (incorporated by reference to the Company's Registration Statement on Form S-1, effective June 18, 1986, File No. 33-5348). 		 	 	10.7	Trust Indenture, dated July 1, 1980, between the Industrial Development Board of the City of Chattanooga and Pioneer Bank (incorporated by reference to Company's Registration Statement on Form S-1, effective June 18, 1986, File No. 33-5348).
	10.8	Warrant Agreement, dated as of December 29, 1986, between the Company and The Citizens and Southern National Bank, as Warrant Agent (incorporated by reference to the Company's Registration Statement on Form S-4, effective November 26, 1986, File No. 33-10403).
	10.9	Credit Agreement, dated as of September 17, 1987, between the Company and The First National Bank of Chicago (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1987, File No. 0-14714).
	10.10		Amendment No. One, dated January 4, 1988, to Credit Agreement, dated as of September 17, 1987, between the Company and The First National Bank of Chicago (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1987, File No. 0-14714).
	10.11	Amendment No. Two, dated March 17, 1988, to Credit Agreement, dated as of September 17, 1987, between the Company and The First National Bank of Chicago (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1987, File No. 0-14714).
	10.12	Amendment, dated August 17, 1988, to Credit Agreement, dated as of September 17, 1987, between the Company and The First National Bank of Chicago (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1988, File No. 0-14714).
	10.13	Second Amendment, dated October 21, 1988, to Credit Agreement, dated as of September 17, 1987, between the Company and The First National Bank of Chicago (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1988, File No. 0-14714).
	10.14	Amendment, dated as of January 19, 1989, to Credit Agreement, dated as of September 17, 1987, between the Company and The First National Bank of Chicago (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1988, File No. 0-14714).
	10.15	Consent, Waiver and Release, dated as of January 31, 1989, to Credit Agreement, dated as of September 17, 1987, between the Company and The First National Bank of Chicago (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1988, File No. 0-14714).
	10.16	Waiver, dated March 8, 1989, to Credit Agreement, dated as of September 17, 1987, between the Company and The First National Bank of Chicago (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1988, File No. 0-14714).
	10.17	Senior Note Agreement, dated as of January 31, 1989, between the Company and Principal Mutual Life Insurance Company (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1988, File No. 0-14714).
	10.18	Subordinated Note Agreement, dated as of January 31, 1989, between the Company and Principal Mutual Life Insurance Company (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1988, File No. 0-14714).
	10.19	Amended and Restated Credit Agreement, dated as of April 27, 1989, between the Company and The First National Bank of Chicago (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1989, File No. 0-14714).
	10.20	Amendment, dated as of March 26, 1990, to the Amended and Restated Credit Agreement, dated as of April 27, 1989, between the Company and The First National Bank of Chicago (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1989, File No. 0-14714).
	10.21	Consent, Waiver and Release, dated as of November 1, 1989, to Amended and Restated Credit Agreement, dated as of April 27, 1989, between the Company and The First National Bank of Chicago (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1989, File No. 0-14714).
	10.22	Consent, Waiver and Release, dated as of November 10, 1989, to Senior and Subordinated Note Agreements dated as of January 31, 1989, between the Company and Principal Mutual Life Insurance Company (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1989, File No. 0-14714).
	10.23	Consent, Waiver and Release, dated as of March 14, 1990, to Credit Agreement, dated as of September 17, 1987, between the Company and The First National Bank of Chicago (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1989, File No. 0-14714).
	10.24	Lease Agreement, dated as of July 1, 1974, between Barber-Greene Company and the City of Mequon, Wisconsin (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1988, File No. 0-14714). 	 	10.25	Lease Agreement, dated November 10, 1986, between Barber-Greene Company and Stephen P. and Sandra S. Davenport (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1988, File No. 0-14714).
	10.26	Lease Agreement, dated as of March 31, 1988, between Telsmith, Inc. and AEW #79 Trust (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1988, File No. 0-14714).
	10.27	Lease Agreement, dated June 20, 1988, between Barber-Greene Company and 8000 Cypress Parkway Corporation (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1988, File No. 0-14714).
	10.28	Lease Agreement, dated February 1, 1989, between Barber-Greene Company and Lee Steinberg (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1988, File No. 0-14714).
	10.29	Lease Agreement, dated as of August 28, 1989, between Telsmith, Inc., and Pine Hill Developers (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1989, File No. 0-14714).
	10.30	Lease Agreement, dated as of March 24, 1989, between the Company and Robert D. Ingersoll (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1989, File No. 0-14714).
	10.31	Assignment, dated as of February 5, 1990, of lease dated November 10, 1986, between Barber-Greene Company and Castro and Davenport (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1989, File No. 0-14714).
	10.32	Sublease, dated as of December 29, 1989, of lease dated February 1, 1989, between Barber-Greene Company and Lee Steinberg (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1989, File No. 0-14714).
	10.33	Waiver and Agreement, dated March 30, 1990, with respect to Senior and Subordinated Note Agreements, dated as of January 31, 1989, between the Company and Principal Mutual Life Insurance Company (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1990, File No. 0-14714).
	10.34	Waiver, dated August 24, 1990, with respect to Senior Note Agreement, dated as of January 31, 1989, between the Company and Principal Mutual Life Insurance Company (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1990, File No. 0-14714).
	10.35	Waiver, dated December 18, 1990, with respect to Senior and Subordinated Note Agreements, dated as of January 31, 1989, between the Company and Principal Mutual Life Insurance Company (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1990, File No. 0-14714).
	10.36	Waivers, dated October 18, 1990, with respect to Amended and Restated Credit Agreement, dated as of April 27, 1989, between the Company and the First National Bank of Chicago (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1990, File No. 0-14714).
	10.37	Waivers, dated December 20, 1990, with respect to Credit Agreement, dated as of April 27, 1989, between the Company and the First National Bank of Chicago (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1990, File No. 0-14714).
	10.38	Lease Agreement, dated as of March 1, 1991 between Astec Industries, Inc. and Carl M. Krueger (dba Krueger Instruments), (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1990, File No. 0-14714).
	10.39	Asset Purchase Agreement by and between Caterpillar Paving Products Inc., Barber-Greene Company, and Astec Industries, Inc., dated December 17, 1990 (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1990, File No. 0-14714).
	10.40	Waiver, dated April 11, 1991, with respect to Amended and Restated Credit Agreement, dated as of April 27, 1989, between the Company and the First National Bank of Chicago (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1990, File No. 0-14714).
	10.41	Waiver, dated April 11, 1991, with respect to Senior and Subordinated Note Agreements, dated as of January 31, 1989, between the Company and Principal Mutual Life Insurance Company (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1990, File No. 0-14714).
	10.42	Consent and Waiver, dated April 17, 1991, with respect to the Amended and Restated Credit Agreement, dated as of April 27, 1989, between the Company and The First National Bank of Chicago (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1991, File No. 0-14714).
	10.43	Consent and Waiver, dated April 17, 1991, with respect to the Senior and Subordinated Note Agreements, dated as of January 31, 1989, between the Company and Principal Mutual Life Insurance Company (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1991, File No. 0-14714).
	10.44	Consent of Barber-Greene Company (now Telsmith, Inc.), Heatec, Inc., Roadtec, Inc., and Trencor Jetco, Inc., dated April 17, 1991, with respect to the (i) Amended and Restated Credit Agreement, dated as of April 27, 1989, between the Company and The First National Bank of Chicago, and (ii) Senior and Subordinated Note Agreements, dated as of January 31, 1989, between the Company and Principal Mutual Life Insurance Company (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1991, File No. 0-14714).
	10.45	Collateral Trust Indenture, dated as of March 1, 1991, between the Company, The First National Bank of Chicago, Principal Mutual Life Insurance Company and Citizens and Southern Trust Company (Georgia), N.A. (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1991, File No. 0-14714).
	10.46	Consent, Waiver and Release of Security Interest by The First National Bank of Chicago ("First Chicago"), Principal Mutual Life Insurance Company ("PMLIC") and Citizens and Southern Trust Company (Georgia), N.A. ("C&S"), dated April 17, 1991, with respect to the (i) Amended and Restated Credit Agreement, dated as of April 27, 1989, between the Company and First Chicago, (ii) Senior and Subordinated Note Agreements, dated as of January 31, 1989, between the Company and PMLIC, (iii) Collateral Trust Indenture, dated as of March 1, 1991, between the Company, First Chicago, PLMIC, and C&S, and (iv) certain collateral documents related thereto (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1991, File No. 0-14714).
	10.47	Release of Security Interest by the Citizens and Southern Trust Company (Georgia), N.A., The First National Bank of Chicago ("First Chicago") and Principal Mutual Life Insurance Company ("PMLIC"), dated April 17, 1991, with respect to certain trademarks, trademark registrations, trademark applications and trademark licenses pledged as collateral under the Pledge and Security Agreement, dated as of March 26, 1990 between the Barber-Greene Company, Ameacon, Inc., Heatec, Inc., Roadtec, Inc., Trencor Jetco, Inc., Barber-Greene Overseas, Inc. and Telsmith, Inc., and First Chicago acting in its capacity as collateral agent for itself and PMLIC (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1991, File No. 0-14714).
	10.48	Release of Security Interest by the Citizens and Southern Trust Company (Georgia), N.A., The First National Bank of Chicago ("First Chicago") and Principal Mutual Life Insurance Company ("PMLIC"), dated April 17, 1991, with respect to certain patents, patent applications and patent licenses pledged as collateral under the Pledge and Security Agreement, dated as of March 26, 1990 between the Barber-Greene Company, Ameacon, Inc., Heatec, Inc., Roadtec, Inc., Trencor Jetco, Inc., Barber-Greene Overseas, Inc. and Telsmith, Inc., and First Chicago acting in its capacity as collateral agent for itself and PMLIC (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1991, File No. 0-14714).
	10.49	Bank response to requests for waivers for quarter ended 6/30/91 (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1991, File No. 0-14714).
	10.50	Waiver, dated March 23, 1992, with respect to the Amended and Restated Credit Agreement, dated as of April 27, 1989, between the Company and The First National Bank of Chicago (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1991, File No. 0-14714).
	10.51	Fourth Amendment, dated March 23, 1992 between the Company and The First National Bank of Chicago, with respect to the Amended and Restated Credit Agreement, dated April 27, 1989 (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1991, File No. 0-14714).
	10.52	Waiver, dated March 23, 1992, with respect to the Senior and Subordinated Note Agreements, dated as of January 31, 1989, between the Company and Principal Mutual Life Insurance Company (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1991, File No. 0-14714).
	10.53	Third Amendment, dated March 23, 1992 between the Company and Principal Mutual Life Insurance Company, with respect to the Senior Note Agreement dated January 31, 1989 (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1991, File No. 0-14714).
	10.54	Third Amendment, dated March 23, 1992 between the Company and Principal Mutual Life Insurance Company, with respect to the Subordinated Note Agreement dated January 31, 1989 (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1991, File No. 0-14714).
	10.55	Consent and Waiver, dated April 29, 1992, with respect to the Amended and Restated Credit Agreement, dated as of April 27, 1989, between the Company and The First National Bank of Chicago (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1992, File No. 0-14714).
	10.56	Waiver, dated April 29, 1992, with respect to the Senior and Subordinated Note Agreements, dated as of January 31, 1989, between the Company and Principal Mutual Life Insurance Company (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1992, File No. 0-14714).
	10.57	License Agreement, dated July 2, 1992, between Telsmith, Inc. and Gerlach Industries (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1992, File No. 0-14714).
	10.58	Deed of Trust from the Company to Milligan-Reynolds Guaranty Title Agency, Inc., Trustee, pledging certain property located in Hamilton County, Tennessee, recorded August 24, 1992 in Book 4029, Page 417 in the Office of the Register of Deeds of Hamilton County, Tennessee (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1992, File No. 0-14714).
	10.59	Deed of Trust from Heatec, Inc. to Milligan-Reynolds Guaranty Title Agency, Inc., Trustee, pledging certain property located in Hamilton County, Tennessee, recorded August 24, 1992 in Book 4029, Page 423 in the Office of the Register of Deeds of Hamilton County, Tennessee (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1992, File No. 0-14714).
	10.60	Deed of Trust from Roadtec, Inc. to Milligan-Reynolds Guaranty Title Agency, Inc., Trustee, pledging certain property located in Hamilton County, Tennessee, recorded August 24, 1992 in Book 4029, Page 428 in the Office of the Register of Deeds of Hamilton County, Tennessee (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1992, File No. 0-14714).
	10.61	Deed to Secure Debt from the Company to CMI Corporation pledging certain property located in Walker County, Georgia, recorded August 25, 1992 in deed Book 683, Page 506 in the Office of the Superior Court Clerk of Walker County, Georgia (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1992, File No. 0-14714).
	10.62	Deed of Trust from Trencor Jetco, Inc. to Craig Bishop, Trustee, pledging certain property located in Dallas County, Texas, recorded August 25, 1992 in Book 92166, Page 891 in the Office of the County Clerk of Dallas County, Texas (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1992, File No. 0-14714).
	10.63	Mortgage from Telsmith, Inc. to CMI Corporation pledging certain property located in Ozaukee County, Wisconsin, recorded August 25, 1992 in Volume 768, Page 74 in the Office of the Register of Deeds of Ozaukee County, Wisconsin (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1992, File No. 0-14714).
	10.64	Mortgage from Telsmith, Inc. to CMI Corporation pledging certain property located in Milwaukee County, Wisconsin, recorded August 25, 1992 in Reel 2850, image 427 in the Office of the Register of Deeds of Milwaukee County, Wisconsin (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1992, File No. 0-14714).
	10.65	Fifth Amendment, dated December 31, 1992 between the Company and The First National Bank of Chicago, with respect to the Amended and Restated Credit Agreement, dated April 27, 1989 (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1992, File No. 0-14714).
	10.66	Letter of Intent between the Company and Putzmeister-Werk, Maschinenfabrik GmbH dated December 12, 1992 in connection with the formation of WIBAU/ASTEC GmbH (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1992, File No. 0-14714).
	10.67	First Amendment to Note Agreement (for Senior Notes) dated April 1, 1991 between the Company and Principal Mutual Life Insurance Company (incorporated by reference to the Company's Registration Statement on Form S- 2, effective June 8, 1993, as Exhibit 10.54, File No. 33-61952).
	10.68	First Amendment to Note Agreement (for Subordinated Notes) dated April 11, 1991 between the Company and Principal Mutual Life Insurance Company (incorporated by reference to the Company's Registration Statement on Form S-2, effective June 8, 1993, as Exhibit 10.55, File No. 33-61952).
	10.69	Fourth Amendment, dated March 31, 1993 between the Company and Principal Mutual Life Insurance Company, with respect to the Amended and Restated Credit Agreement dated January 31, 1989 (incorporated by reference to the Company's Registration Statement on Form S-2, effective June 8, 1993, as Exhibit 10.56, File No. 33-61952).
	10.70	Sixth Amendment, dated March 31, 1993 between the Company and the First National Bank of Chicago, with respect to the Amended and Restated Credit Agreement, dated April 27, 1989 (incorporated by reference to the Company's Registration Statement on Form S-2, effective June 8, 1993, as Exhibit 10.57, File No. 33-61952).
	10.71	Consent of Telsmith, Inc.; Heatec, Inc.; Roadtec, Inc.; and Trencor Jetco, Inc.; dated March 31, 1993, with respect to (i) the Fourth Amendment to Note Agreement; (ii) the Senior Guaranty; and (iii) the Security Documents (incorporated by reference to the Company's Registration Statement on Form S-2, effective June 8, 1993, as Exhibit 10.58, File No. 33-61952).
	10.72	Joint Venture Agreement, dated June 6, 1993, between the Company and Putzmeister-Werk Maschinenfabrik GmbH (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1993, File No. 0-14714).
	10.73	Technology Contribution Agreement, dated July 12, 1993, between the Company and Wibau- Astec Maschinenfabrik GmbH (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1993, File No. 0-14714).
	10.74	Seventh Amendment, dated January 21, 1994 between the Company and The First National Bank of Chicago, with respect to the Amended and Restated Credit Agreement, dated April 27, 1989 (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1993, File No. 0-14714).
	10.75	Loan Agreement between City of Mequon, Wisconsin and Telsmith, Inc. dated as of February 1, 1994 (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1993, File No. 0-14714).
	10.76	Credit Agreement by and between Telsmith, Inc. and M&I Marshall & Ilsley Bank, dated as of February 1, 1994 (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1993, File No. 0-14714).
	10.77	Security Agreement by and between Telsmith, Inc. and M&I Marshall & Ilsley Bank, dated as of February 1, 1994 (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1993, File No. 0-14714).
	10.78	Mortgage and Security Agreement and Fixture Financing Statement by and between Telsmith, Inc. and M&I Marshall & Ilsley Bank, dated as of February 1, 1994 (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1993, File No. 0-14714).
	10.79	Guarantee of Astec Industries, Inc. in favor of M&I Ilsley Bank, dated as of February 1, 1994 (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1993, File No. 0-14714).
	10.80	Guarantee of Wibau-Astec Maschinenfabrik GmbH in favor of Dresdner Bank Aktiengensellschaft,dated as of December 22, 1993.
	10.81	Letter of Guarantee of Wibau-Astec Maschinenfabrik GmbH in favor of Berliner Hondels - und Frankfurter Bank, dated as of December 22, 1993.
	10.82	Guarantee of Wibau-Astec Maschinenfabrik GmbH in favor of Bayerische Vereinsbank, dated as of December 22, 1993.
	10.83	Loan Agreement dated as of April 1,1994, between Grapevine Industrial Development Corporation and Trencor, Inc.
	10.84	Letter of Credit Agreement, dated April 1, 1994, between The First National Bank of Chicago and Trencor, Inc.
	10.85	Guaranty Agreement, dated April 1, 1994, between Astec Industries, Inc. and Bank One, Texas, NA, as Trustee.
	10.86	Astec Guaranty, dated April 29, 1994, of debit of Trencor, Inc. in favor of The First National Bank of Chicago.
	10.87	Credit Agreement, dated as of July 20, 1994, between the Company and The First National Bank of Chicago.
	10.88	Guarantee of Wibau-Astec Maschinenfabrik GmbH in favor of Bayerische Vereinsbank, dated as of January 16, 1995.
	10.89	Waiver for December 31, 1994, dated February 24, 1995 with respect to the First National Bank of Chicago Credit Agreement dated July 20, 1994.
	11.	Statement Regarding Computation of Per Share Earnings.
	22.	Subsidiaries of the Registrant.
	23.	Consent of Independent Auditors
	(b)	A report on Form 8-K was filed during the fourth quarter of 1994 in connection with the 		Wibau-Astec Maschinenfabrik GmbH acquisition.
	(c)	The Exhibits to this Report are listed under Item 14(a)(3) above.
	(d)	The Financial Statement Schedules to this Report are listed under Item 14(a)(2) above.
APPENDIX "A" to ANNUAL REPORT ON FORM 10-K
ITEMS 8 and 14(a)(1) and (2), (c) and (d)
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
ASTEC INDUSTRIES, INC.
Contents Page
Selected Consolidated Financial Data
Management's Discussion and Analysis of Financial Condition and Results of Operations
Report of Independent Auditors
Consolidated Balance Sheets at December 31, 1994 and 1993
Consolidated Statements of Income for the Years Ended December 31, 1994, 1993 and1992
Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 1994, 1993 and 1992
Consolidated Statements of Cash Flows for the Years Ended December 31, 1994, 1993 and 1992
Notes to Consolidated Financial Statements
Schedule VIII - Valuation and Qualifying Accounts
The Company's common stock is traded on the National Association of Securities Dealers Automated Quotation System (NASDAQ) National Market System under the symbol ASTE. Prices shown are the high and low bid prices as announced by NASDAQ. The Company has never paid any dividends on its common stock.
The number of shareholders is approximately 900.
[FN] 1 	Restated to reflect paving equipment business of Barber-Greene as a discontinued operation.
2 	Restated to retroactively reflect the two-for-one stock split effected in the form of a dividend on August 12, 1993
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations, 1994 vs. 1993
Net sales for 1994 increased $41,005,000 or approximately 23.7% compared to 1993. Of this increase, $10,133,000 is attributable to the acquisition of Gibat Ohl and the remaining 50% of Wibau-Astec. Excluding these acquisitions, sales increased $30,872,000 or 17.9%. International sales by domestic subsidiaries were 24.3% in 1994 and 17.2% in 1993. The increase in sales reflects the strength of our economy, the attitude of our customers toward the economy, expectations for infrastructure contracts and the quality, performance and competitiveness of our products as a result of many years of investment in research and development.
The gross profit margin for 1994 was 22.5% compared to 24.2% for 1993. Domestic operations gross profit margin for 1994 was 23.0% compared to 24.2% for 1993. Foreign operations gross profit margin was 11.4%. The domestic gross profit margin was negatively effected in 1994 for several reasons:
1) Telsmith's consolidation of plant operations with many inefficiencies involved.
2) Trencor's relocation to facilities in Grapevine, Texas from Grand Prairie, Texas.
3) Inefficiencies related to the training of a significant number of new manufacturing employees at Trencor and training of replacements for retirees at Telsmith.
4) Trencor's introduction of the Log Hog product line.
Offsetting these negative factors were improved margins at Heatec and increased manufacturing efficiencies at Roadtec, both of which positively affected the gross profit margin.
In 1994, selling, general, and administrative expenses decreased to 14.6% of net sales from 16.6% in 1993. The increase in sales is the primary reason for the percentage reduction.
Research and development expenses declined from 1.7% of net sales in 1993 to 1.5% in 1994, again, primarily due to the increase in sales.
In October 1994, the decision by the United States Supreme Court to deny certiorari in connection with the appeal filed by CMI Corporation "CMI" brought to a successful end the Company's long-standing patent litigation with CMI. The Supreme Court's actions effectively denied CMI's request to appeal a lower court ruling that found that Astec did not have any liability for infringement of CMI patents and left intact damages payable by CMI to Astec. As a result, previously established liabilities of $13,870,000, payable by the Company, were reversed and patent damages of $1,309,000 were received from CMI. These amounts are shown in Consolidated Statements of Income as net recoveries and accrual adjustments of patent damages. See Contingencies and Note 9 to the Consolidated Financial Statements.
Because our joint venture, Wibau-Astec, continued to be unprofitable, it became apparent that major changes were necessary and we began a plan of restructuring. Restructuring costs of $1,500,000 related to Wibau-Astec are discussed in Note 12 to Consolidated Financial Statements. The anticipated effect of the restructuring plan is reflected in the pro forma summary included in Note 2.
Interest expense for 1994 decreased to 0.3% of net sales from 1.0% in 1993. This is due to a decrease in overall interest expense combined with the increase in sales. Plant expansion and improvements were financed by industrial revenue bonds at favorable interest rates.
Other income decreased by approximately $371,000 or 15.9% in 1994. As noted in the 1993 Management Discussion and Analysis, one international licensee that was not renewed for 1994 produced $665,000 in license fees in 1993.
The equity in loss of joint venture of $3,177,000 reflects 50% of the losses from the joint venture for the ten months prior to the purchase of the remaining 50% interest in Wibau-Astec.
Income tax expense for 1994 was $2,300,000 or approximately 8.9% of pre- tax income. The primary reasons for the variance from the normal corporate tax rate are the utilization of net operating loss carryforwards and establishment of a deferred tax benefit relative to net deductible temporary differences which could be recovered against future taxes or taxes previously paid. See Note 8 to Consolidated Financial Statements.
In the first quarter of 1993, the Company adopted SFAS No. 109, "Accounting for Income Taxes". At December 31, 1994, there were net deferred tax assets of approximately $14,799,000, which are comprised of temporary differences, the tax benefit of net operating loss and credit carryforwards and foreign net operating loss carryforwards. Temporary differences relate primarily to inventory reserves, warranty reserves and bad debt reserves. At December 31, 1994, a valuation allowance of approximately $10,070,000 was recorded. This valuation allowance offsets the deferred tax assets relative to net operating loss and credit carryforwards as well as foreign net operating loss carryforwards. Both the net operating loss and credit carryforwards are SRLY carryforwards and can be used to offset only the income of a certain subsidiary of the Company. As a result, the Company determined that a valuation allowance was necessary for these items as well as the foreign net operating loss carryforward, the utilization of which is uncertain.
Due to the utilization of the majority of its credit carryforwards, the Company expects its tax rate for 1995 to approximate the normal corporate rate.
The backlog at December 31, 1994 was $50,465,000 compared to $33,100,000 at December 31, 1993, which represents a 52.4% increase. The increase is primarily due to the optimism of our customers about the strength of the economy and the performance and competitiveness of our products.
Results of Operations, 1993 vs. 1992
Net sales from continuing operations for 1993 increased $23,668,000, or approximately 15.9% compared to 1992. International sales declined from 21.9% of total company net sales in 1992 to 17.2% in 1993. Domestic sales increased by 22.9% in 1993 and 18% in 1992. The improved sales reflect the optimism of our customers with respect to both the continued improvement of the economy and the federal role in providing funding for the nation's surface transportation systems through 1997 with the passage of the Intermodal Surface Transportation Efficiency Act at the end of 1991.
The gross profit margin for 1993 was 24.2% compared to 22.9% for 1992. Pricing improved slightly in 1993, but the greatest impact on gross profit margins was the manufacturing efficiency achieved with improved volume.
In 1993, selling, general, and administrative expenses increased to 16.6% of net sales from 16.1% in 1992. Large increases were incurred for exhibition expense for the Conexpo show, legal expenses, international dealer commissions and profit sharing bonuses.
Research and development expenses as a percentage of sales remained constant at 1.7% of sales for both 1993 and 1992.
Patent suit damages and expenses decreased by $192,000 compared to 1992 and were 0.2% of 1993 net sales compared to .4% in 1992. The patent suit damages and expenses relate to the patent suits by CMI against Astec and its former Barber-Greene subsidiary and the countersuit by Astec against CMI. See "Contingencies" and Note 9 to the Consolidated Financial Statements.
Interest expense for 1993 decreased to 1.0% of net sales from 2.2% of net sales in 1992. This decrease was primarily the result of the Company's reduction of its debt by approximately $25,753,000 resulting primarily from funds generated by a secondary public stock offering of 1,195,000 shares of common stock, which raised approximately $27,000,000 for the Company. In connection with the prepayment of substantially all of its debt, the Company incurred approximately $545,000 in prepayment penalties and expenses.
Other income in 1993 increased by approximately $370,000 or 16.6% over 1992. The increase is primarily due to increased license fee income which more than offset a nonrecurring refund of unemployment taxes in 1992. Increases in service income and the forfeiture of two customer deposits also contributed to the increase. One international licensee was not renewed for 1994 that produced approximately $665,000 of license fee income in 1993.
The equity in loss of joint venture of $720,000 reflects 50% of the loss from the Wibau-Astec joint venture in 1993. This loss reflects the continued European recession in 1993.
Due to the existence of net operating loss carryforwards, income tax expense for 1993 consisted primarily of state income taxes, foreign income taxes and federal alternative minimum tax.
Liquidity and Capital Resources
Working capital increased to $53,000,000 at December 31, 1994 from $40,767,000 at December 31, 1993. The Company's debt to equity ratio was .27 to 1 at December 31, 1994 and .0001 to 1 at December 31, 1993. The increase in 1994 reflects the utilization of industrial revenue bonds to expand and modernize plant facilities as well as debt assumed in connection with acquisitions.
Total short-term borrowings, including current maturities of long-term debt, were $8,573,000 at December 31, 1994 and $10,000 at December 31, 1993. Long-term debt, less current maturities was $16,155,000 at December 31, 1994 and zero at December 31, 1993.
Capital expenditures of $21,886,000 were made in 1994 as compared to capital expenditures in 1993 of $8,767,000. The Company utilized industrial revenue bonds in the amount of $8,000,000 to finance the Grapevine, Texas (Trencor) project which included improvements to the existing facility as well as additions of new equipment. Industrial bonds were issued in February 1994 in the amount of $6,000,000 to assist in financing the Telsmith expansion at Mequon, Wisconsin.
The Company has a revolving credit loan agreement with The First National Bank of Chicago. The line of credit is $15,000,000. This credit facility expires June 30, 1997. At December 31, 1994, $2,655,000 of the line of credit was utilized. The credit line is unsecured. At December 31, 1994, the Company was in violation of the covenant relative to capital expenditures and has received a waiver for such violation.
Wibau-Astec has German bank lines of credit available totaling $11,253,669 (17,500,000 DM) of which $8,069,577 was outstanding at December 31, 1994. Gibat Ohl has a German bank line of credit available of $2,122,000 (3,300,000 DM), $2,925 of which was utilized at December 31, 1994.
On January 31, 1989, the Company placed $10,000,000 in Senior Notes and $10,000,000 in Senior Subordinated Notes with Principal Mutual Life Insurance Company. These notes were repaid during the second and third quarters of 1993 using cash received from the secondary public stock offering.
For additional information on current and long-term debt, see Note 6 to the Consolidated Financial Statements.
Contingencies
See Note 9 to Consolidated Financial Statements for information on certain pending litigation and contingent liabilities arising from recourse financing arrangements.
Environmental Matters
Based on information available from environmental consultants, the Company has no material reserve requirements for potential environmental liabilities.
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholders Astec Industries, Inc.
We have audited the accompanying consolidated balance sheets of Astec Industries, Inc. and subsidiaries as of December 31, 1994 and 1993, and the related consolidated statements of income, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 1994. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Astec Industries, Inc. and subsidiaries at December 31, 1994 and 1993, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 1994, in conformity with generally accepted accounting principles.
ERNST & YOUNG LLP
Chattanooga, Tennessee February 18, 1995
[FN] See notes to Consolidated Financial Statements.
[FN] See notes to Consolidated Financial Statements.
[FN] See notes to Consolidated Financial Statements.
[FN] See notes to Consolidated Financial Statements.
[FN] See notes to Consolidated Financial Statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
Basis of Presentation The consolidated financial statements include the accounts of Astec Industries, Inc. and its subsidiaries. The Company's wholly-owned subsidiaries at December 31, 1994 are as follows: 	Astec, Inc.	 Heatec, Inc.	 Telsmith, Inc.	 Roadtec, Inc.	 Trencor, Inc. 	Wibau-Astec Maschinenfabrik GmbH (Wibau-Astec) 	Gibat Ohl Ingenieurgesellschaft fur Anlagentechnik (Gibat Ohl)
All significant intercompany transactions have been eliminated in consolidation.
Segment Information - The Company operates in one industry segment. Its products are used predominately for road construction and for the manufacture and processing of construction aggregates. International sales by domestic subsidiaries were $52,031,000, $29,693,000, and $32,659,000, for the years ended December 31, 1994, 1993 and 1992, respectively. Net sales and net loss (including equity in loss of joint venture) of foreign operations for the year ended December 31, 1994, were $10,133,000 and $5,394,000, respectively. At December 31, assets of foreign subsidiaries were $23,953,000.
Cash Equivalents - The Company considers all highly liquid instruments purchased with a maturity of less than three months to be cash equivalents.
Inventories - Inventories excluding used equipment are stated at the lower of first-in, first-out cost or market. Used equipment inventories are stated on the specific unit cost method, which in the aggregate is less than market.
Property and Equipment - Property and equipment is stated at cost. Depreciation is computed generally on the straight-line method for financial reporting purposes at rates considered sufficient to amortize costs over estimated useful lives. Depreciation is computed generally on both accelerated and straight-line methods for tax reporting purposes. Maintenance and repairs are expensed as incurred.
Goodwill - Goodwill represents the excess of cost over the fair value of net assets acquired. Goodwill amounts are being amortized using the straight-line method over twenty years. Additions to goodwill in 1994 reflect the purchase of the Capital Trencher product line, the Log Hog product line, the additional 50% of Wibau-Astec, and Gibat Ohl.
Product Warranty - The Company provides product warranties against defects in materials and workmanship for periods ranging from ninety days to one year following the date of sale. Estimated costs of product warranties are charged to cost of sales in the period of the sale.
Revenue Recognition - A portion of the Company's equipment sales represents equipment produced in the Company's plants under short-term contracts for a specific customer project or equipment designed to meet a customer's specific requirements. Equipment revenues are recognized in compliance with the terms and conditions of each contract, which is ordinarily at the time the equipment is shipped. Certain contracts include terms and conditions through which the Company recognizes revenues upon completion of equipment production which is subsequently stored at the Company's plant at the customer's request. Revenue is recorded on such contracts upon the customer's assumption of title and all risks of ownership.
Credit Risk - The Company sells products to a wide variety of customers. The Company performs ongoing credit evaluations of its customers and generally does not require collateral. The Company maintains an allowance for doubtful accounts at a level which management believes is sufficient to cover potential credit losses. As of December 31, 1994 concentrations of credit risk with respect to trade receivables are limited due to the wide variety of customers.
Earnings Per Share - Primary and fully diluted earnings per share are based on the weighted average number of common and common equivalent shares outstanding and include the potentially dilutive effects of the exercise of stock options in years where there are earnings. Fully diluted earnings per share are not presented for 1994 and 1993 since the dilution is not material. Earnings per share information has been restated to retroactively reflect the two-for-one stock split effected in the form of a dividend on August 12, 1993.
2. Business Combinaions
Effective July 1, 1993, the Company entered into a joint venture with Putzmeister-Werk Maschinenfabrik GmbH (Putzmeister) to form a new German limited liability company,Wibau-Astec Maschinenfabrik GmbH (Wibau-Astec). Wibau-Astec designed, engineered, manufactured and marketed asphalt plants, stabilization plants, asphalt and thermal heaters, hot storage systems and soil remediation equipment. Putzmeister and the Company each owned 50% of Wibau-Astec. On November 7, 1994, the Company acquired the remaining shares of Wibau-Astec from Putzmeister for $67,400. The acquisition was accounted for as a purchase effective November 7, 1994, and accordingly, the results of operations and accounts of Wibau-Astec subsequent to November 7, 1994 are included in the Company's consolidated financial statements. The purchase price was allocated to the net tangible assets of Wibau-Astec based on the estimated fair market values of the assets acquired. As required by the purchase method of accounting, the excess amount of the purchase price over the fair value of Wibau-Astec's net tangible assets was recorded as goodwill and is being amortized using the straight-line method over 20 years. Subsequent to the acquisition of Wibau-Astec, the Company undertook a plan to restructure Wibau-Astec's operations. See Note 12 - Restructuring Costs.
Effective October 17, 1994, the Company acquired the operating assets and liabilities of Gibat Ohl Ingenieurgesellschaft fur Anlagentechnic (Gibat Ohl) in exchange for 193,357 shares of the Company's common stock and approximately $2,760,000 in cash. The acquisition was accounted for as a purchase effective October 17, 1994, and accordingly, the results of operations and accounts of Gibat Ohl subsequent to October 17, 1994 are included in the Company's consolidated financial statements. The purchase price of approximately $5,460,000 was allocated to the net tangible assets of Gibat Ohl based on the estimated fair market values of the assets acquired. The excess of the purchase price over the fair market value of Gibat Ohl's net tangible assets was recorded as goodwill and is being amortized using the straight-line method over 20 years.
A summary of the net assets acquired is as follows:
Wibau-Astec 	Gibat Ohl Current assets 	$	4,938,766 	$	11,007,164 Property, plant and equipment 	412,193 	300,657 Current liabilities	 (8,678,984) 	 (10,029,223) Other liabilities	 (2,038,165) Goodwill	 1,193,259 	4,153,364 Net assets acquired excluding cash	 (4,172,931) 	 5,431,962 Cash	 4,240,331 	32,984 Net assets acquired 	$	67,400 	$	5,464,946
The following unaudited pro forma summary presents the consolidated results of operations as if the acquisition of Wibau-Astec and Gibat Ohl had occurred at the beginning of each period presented. Pro forma adjustments have been made to reflect the restructuring of Wibau-Astec as described in Note 12. The pro forma results have been prepared for comparative purposes only and do not purport to be indicative of the results that would have occurred had the acquisition occurred at the beginning of the periods presented or of results which may occur in the future.
	Year Ended December 31, 	1994	 1993 Net sales	 $	223,887,000 	$	188,823,000 Income from operations	 28,380,000 	10,576,000 Net income	 24,619,000 	9,638,000
Per common and common equivalent share: 	Net income	 $	2.50 $	1.11 	
Prior to its acquisition of the remaining 50% interest in Wibau-Astec, the Company's investment in Wibau-Astec was accounted for by the equity method. Accordingly, net income as presented in the Consolidated Statements of Income for 1994 and 1993 includes the Company's share of Wibau-Astec's losses for periods prior to the acquisition of $3,177,000 and $720,000, respectively.
3. Inventories
Inventories consisted of the following: 	 December 31, 1994 	1993 Raw materials and parts	 $	26,705,110 $	18,418,839 Work-in-process	 14,380,192 	6,017,940 Finished goods	 7,745,709 	7,802,956 Used equipment	 7,478,724 	7,765,546 Total	 $	56,309,735 $ 40,005,281
4. Property and Equipment
Property and equipment consisted of the following: 	December 31, 	1994 	1993 Land, land improvements, and buildings	 $	26,676,486 	 $ 14,062,161 Equipment	 37,497,348 	27,955,598 Less accumulated depreciation 	(21,880,823) 	(18,437,672) Land, buildings, and equipment - net 	 42,293,011 	23,580,087 Rental property: Equipment	 1,703,608 	1,703,608 Less accumulated depreciation 	 (1,647,827) 	 (1,624,680) Rental property - net 	55,781 	78,928 Total	 $	42,348,792 	 $	23,659,015
5. Leases
The Company leases certain land, buildings and equipment which are used in its operations. Total rental expense charged to operations under operating leases was approximately $615,000, $427,000 and $384,000 for the years ended December 31, 1994, 1993 and 1992 respectively.
Minimum rental commitments for all noncancelable operating leases at December 31, 1994, are as follows: 	1995	 $ 718,000 	1996	 492,000 	1997 	246,000 	1998 	97,000 	1999 and beyond	189,000
The Company also leases equipment to customers under short-term contracts generally ranging from 2 months to 6 months. Rental income under such leases was $1,394,000, $1,719,000 and $2,470,000, for the years ended December 31, 1994, 1993 and 1992, respectively.
6. Long-term Debt
Long term debt consisted of the following: 								 December 31, 	1994 1993 Revolving credit loan of 	$15,000,000 at December 31, 1994 	and 1993, available through 	June 30, 1997 at an interest rate of 	prime less a quarter, which was 8.25% and 6.0% 	at December 31, 1994 and 1993, respectively	 $	2,655,000
Loans payable in monthly installments 	maturing at various dates through 	1995 at interest rates from 7.25% to 14.85%	 	 $	9,520
Industrial Development Revenue Bonds 	payable in semi-annual installments through 	2006 at weekly negotiated interest rates 	6,000,000 	 Industrial Development Revenue Bonds due in 	2009 at weekly negotiated interest rates 	8,000,000 	 Total long-term debt 	16,655,000 	 Less current maturities 	500,000 	9,520 Long-term debt less 	current maturities 	$	16,155,000 	$	0
On January 31, 1989, the Company placed $10,000,000 in Senior Notes and $10,000,000 in Senior Subordinated Notes with Principal Mutual Life Insurance Company ("Principal"). The proceeds of the notes placed with Principal were applied to the outstanding revolving credit loan with The First National Bank of Chicago ("FNBC"). During 1993, both the Senior and Subordinated Notes with Principal were repaid in full. Related prepayment penalties and expenses are reflected on a separate line in the Consolidated Statements of Income.
During 1994, the Company negotiated a new unsecured revolving loan agreement. The line of credit is $15,000,000 and expires June 30, 1997. At December 31, 1994, the Company was in violation of the covenant relative to capital expenditures and has received a waiver for such violation.
The aggregate of all maturities of long-term debt in each of the next five years is as follows: 	1995	 $ 500,000 	1996	 500,000 	1997	 3,155,000 	1998	 500,000 	1999 and beyond	 11,500,000
For 1994, the weighted average interest rate on short term borrowings, which include current maturities of Industrial Revenue Bonds and notes payable, were 3.46% and 8.75%, respectively.
7. Retirement Benefits
A former subsidiary of the Company, the Barber-Greene Company, had defined benefit pension plans ("Barber-Greene Plans") covering substantially all of its employees. Non-union benefits were frozen as of September 1, 1986, and certain union benefits were frozen as of October 31, 1986. The Company retained responsibility for the Barber-Greene Plans when it sold the Barber-Greene Company in 1991. Telsmith, Inc. also sponsors a defined benefit pension plan covering certain employees hired prior to October 14, 1987 who have chosen not to participate in the Company's 401(k) savings plan. The benefit is based on years of benefit service multiplied by a monthly benefit as specified in the plan. The Company's funding policy for its pension plans is to make the minimum annual contributions required by applicable regulations.
During 1994, the Company made the decision to terminate the Barber- Greene Plans and purchased annuities to fund the benefits provided for in the plans. The Company has requested approval from the Internal Revenue Service to terminate the plans but has yet to receive such approval. As a result, no settlement of the plan will occur until 1995. The annuities purchased by the Company during 1994 are included in plan assets.
A reconciliation of the funded status of the Plans, which is based on a valuation date of September 30, with amounts reported in the Company's consolidated balance sheets, is as follows:
	1994 	1993 Actuarial present value of 	benefit obligations: 	Vested	 $	40,574,462 	$	38,229,010 	Nonvested 	85,245 	251,677 Accumulated benefit obligation	 $	40,659,707 	 $	38,480,687 Projected benefit obligation	 $	40,659,707 	$	38,480,687 Plan assets at fair value	 40,589,417 	43,018,508 Projected benefit obligation in 	excess of (less than) plan assets 	70,290 (4,537,821) Unrecognized net gain	 450,751 	7,976,321 Prior service cost not 	yet recognized in net 	periodic pension cost (320,665) 	 (357,323) Pension liability in the 	consolidated balance sheets 	$	200,376 	$	3,081,177
Net periodic pension cost for 1994, 1993, and 1992 included the following components: 		Year Ended December 31, 	 1994	 1993	 1992 Service cost - benefits earned 	during the period	 $	31,503 	 $	26,873 	 $	34,426 Interest cost on projected 	benefit obligation	 2,565,355 	2,754,319 	2,761,195 Actual return on plan assets 	2,148,873 	 12,318,009 	 833,167 Net amortization and deferral	 5,405,871 	9,345,175 	 1,948,268 Net (income) expense	 $	 660,140 	$	 191,642 	$	14,186
The weighted average discount rate used in determining the actuarial present value of the projected benefit obligation was 8.5% at September 30, 1994 and 7.0% at September 30, 1993. The expected long-term rate of return on assets was 9.0% for the years ending September 30, 1994 and 1993. Plan assets are primarily comprised of corporate equity and corporate and U.S. Treasury debt securities.
In 1987, the Company adopted deferred savings plans (Savings Plans) under Section 401 (k) of the Internal Revenue Code, under which substantially all employees of the Company and its subsidiaries are eligible. In 1991 the Savings Plans were consolidated and provide that the Company will match an amount equal to 50% of employee savings subject to certain limitations. The total expense for such matching was approximately $696,000, $567,000 and $485,000 for the years ended December 31, 1994, 1993 and 1992, respectively.
In addition to the retirement plans discussed above, the Company has an unfunded postretirement medical and life insurance plan covering employees of its Telsmith, Inc. subsidiary and retirees of its former Barber-Greene subsidiary. Effective January 1, 1993, the Company adopted SFAS No. 106, (Employers' Accounting for Postretirement Benefits Other than Pensions). The accumulated postretirement benefit obligation (APBO) at adoption was approximately $674,000 and is being amortized over twenty years.
The accumulated postretirement benefit obligation and the amount recognized in the Company's consolidated balance sheets, is as follows: 	December 31, 	 1994	 1993 Accumulated postretirement 	benefit obligation: 	Retirees	 $	130,600 	 $ 207,500 	Active employees	 473,000 	425,800 		 603,600 	633,300 Unamortized transition obligation	 605,600 	 639,300 Unrecognized net gain 	118,800 	29,800 Accrued postretirement 	benefit cost	 $	116,800 	$	23,800
Net periodic postretirement benefit cost included the following components: 	Year Ended December 31, 	1994 1993 Service cost	 $ 53,500 	$	53,500 Interest cost 	42,900 	42,900 Amortization of transition 	obligation	 33,700 	33,700 Net expense	 $	130,100 	$	130,100
Postretirement benefit costs for 1992 were not material. A discount rate of 8.5% was used in calculating the APBO. The APBO assumes a 13.5% increase in per capita health care costs decreasing gradually to 5.8% for years 2012 and later. A 1% increase in the medical inflation rate would increase the APBO by approximately $26,800 and the expense by approximately $6,000.
8. Income Taxes
Effective January 1, 1993, the Company adopted SFAS No. 109. "Accounting for Income Taxes". Prior years' financial statements have not been restated nor was there any cumulative effect on income from the adoption of SFAS No. 109.
For financial reporting purposes, income before income taxes includes the following components: 		 Year Ended December 31, 	 1994	 1993	 1992 United States	 $	30,726,395 	$	9,474,455 	$	6,436,060 Foreign: 	License income	 404,000 	 1,018,000 	 	Equity in loss of 		joint venture	 (3,176,834) 	 (720,000) 	 	Loss from foreign subsidiary	 (2,217,061) Income before 	income taxes	 $	25,736,500 	$	9,772,455 	$ 6,436,060
The provision for income taxes consisted of the following: 		Year Ended December 31, 	1994 	1993 	1992 Current	 $	7,029,419 	 $	434,246 	 $	421,807 Deferred (benefit) 	 (4,729,293) Total provision for 	income taxes	 $	2,300,126 	$	434,246 	$	421,807
A reconciliation of the provision for income taxes at the statutory rate to those provided is as follows: 		Year Ended December 31, 	 1994	 199	 1992 Tax at statutory rates	 $	9,007,775 	 $	3,322,635 	$	2,188,260 Effect of utilization 	of net operating loss 	carryforwards net of 	alternative minimum tax	 (3,008,000) 	 (3,155,253) 	 (1,921,766) Effect of utilization 	of alternative minimum 	tax credits	 (382,000) Benefit from foreign 	sales corporation	 (265,000) State taxes, net of federal 	income tax benefit	 212,000 	115,271 	155,313 Income taxes of 	other countries	 27,000 	151,593 	 Loss from foreign 	operations	 2,636,000 Recognition of deferred 	tax asset	 (4,729,000) Reversal of prior temporary 	differences	 (1,937,000) Other items 	738,351 Income Taxes 	$	2,300,126 	$	434,246 	$	421,807
At December 31, 1994, the Company had federal net operating loss carryforwards of approximately $3,800,000 for tax purposes, all of which are limited by consolidated return rules to use in offsetting only the taxable income of a subsidiary of the Company. The net operating loss carryforwards expire at various dates from 1997 through 2005. For financial reporting purposes, the federal net operating loss carryforwards approximate $11,600,000. At December 31, 1994, the Company had foreign net operating loss carryforwards of approximately $14,000,000 available to offset future income of Wibau-Astec.
At December 31, 1994, the Company had investment tax and other credit carryforwards of approximately $641,000 expiring at various dates principally from 1995 through 1999. Utilization of these credits will be limited to use in offsetting only the taxable income of a subsidiary of the Company.
As a result of utilizing the net operating loss carryforwards, net income from continuing operations increased by approximately $3,008,000, $3,155,000 and $1,922,000 and related per share amounts increased by approximately $.31, $.36 and $.26 for the years ended December 31, 1994, 1993 and 1992, respectively.
At December 31, 1994, the company had deferred tax assets of approximately $16,861,000, and deferred tax liabilities of approximately $2,062,000, related to temporary differences and tax loss and credit carryforwards. At December 31, 1994, a valuation allowance of approximately $10,070,000 was recorded. This valuation allowance offsets the deferred tax assets relative to net operating loss and credit carryforwards as well as foreign net operating loss carryforwards. Both the net operating loss and credit carryforwards are SRLY carryforwards and can be used to offset only the income of a certain subsidiary. Due to this, the Company determined that a valuation allowance was necessary for these items as well as the foreign net operating loss carryforward, the utilization of which is uncertain.
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and the amounts used for income tax purposes.
Significant components of the Company's deferred tax liabilities and assets are as follows: 	 December 31, 	 1994	 1993 Deferred tax assets: 	Inventory reserves	 $	1,753,000 	$	2,270,000 	Legal reserves	 100,000 	487,000 	Pension expense	 109,000 	1,098,000 	Investment in foreign 		joint venture	 1,827,000 	747,000 	Other accrued expenses	 3,002,000 	2,703,000 	Alternative minimum 		tax credits	 	1,216,000 	Net operating loss 		carryforwards	 1,344,000 	4,216,000 	Foreign net operating 		loss carryforwards	 8,085,000 	Other credit carryforwards	 641,000 	760,000 Total deferred tax assets	 16,861,000 	13,497,000 Deferred tax liabilities: 	Property and equipment 	2,062,000 	1,742,000 Total deferred tax liabilities	 2,062,000 	1,742,000 Net deferred tax assets	 14,799,000 	11,755,000 Valuation allowance	 (10,070,000) 	 (11,182,000) Deferred tax asset	 $	4,729,000 	$	573,000
9. Contingencies
During 1994, and in previous years, the Company and its former Barber-Greene subsidiary (now Telsmith, Inc.) were defendants in two patent infringement actions brought by Robert L. Mendenhall and CMI Corporation ("CMI"), a competitor, seeking monetary damages and an injunction to cease the alleged infringement.
In 1990, CMI was awarded damages of $4,457,000 and prejudgment interest of $2,838,000 or a total of $7,295,000 from Barber-Greene. During 1991, in a separate trial, CMI was awarded damages of $8,463,000, prejudgment interest of $5,309,000 and attorney's fees of $737,000 for a total of $14,509,000 from Astec, and Astec was awarded damages of $667,000 plus $391,000 of prejudgment interest or a total of $1,058,000 from CMI. The total damages and expenses awarded to CMI were $20,746,000, net of the $1,058,000 awarded to Astec. Both Astec and CMI appealed the judgments. In connection with its appeals, the Company was directed by the courts to pledge substantially all of its real property and to deposit funds in an escrow account to secure the judgments against the Company pending the outcome of appeals.
On June 9, 1994, the Company announced that the United States Court of Appeals for the Federal Circuit had reversed the lower court decision and did not remand to the lower court for further proceedings the judgments previously entered against Astec and its former Barber-Greene subsidiary in the Robert L. Mendenhall and CMI patent litigation. Those judgments totaled approximately $22,000,000. The Federal Circuit Court ruled in favor of Astec because the allegedly infringing patents had been held invalid in a separate third party case. CMI asked the Federal Circuit to reconsider its decision and to have all of the Federal Circuit judges rehear the appeal. The Company responded to this request. On September 20, 1994, the Company announced that the United States Court of Appeals for the Federal Circuit denied the request from Mendenhall and CMI to reconsider its earlier reversal. With the issuance of this ruling, the Federal Circuit's review of this ongoing patent litigation ended.
On October 11, 1994, CMI and Robert L. Mendenhall filed a Petition of Writ Certiorari asking the U.S. Supreme Court to review the decision of the Federal Circuit Court of Appeals. The Company filed a response opposing the Petition and on November 28, 1994, the Supreme Court issued an Order denying the Petition thus bringing the patent litigation to an end.
As a result of the Supreme Court's refusal to grant certiorari, the Company received $12,917,000 which was being held in escrow pending the Company's appeal of the two judgments. In addition, on December 15, 1994, the Company received $1,309,000 from CMI in satisfaction of the judgment entered in favor of the Company on its counterclaim against CMI. The receipt of these funds effectively concluded the litigation between the Company and CMI and Robert L. Mendenhall which had been pending for a number of years. As a result, the Company has reversed its accrued liability for patent damages. The reversal of $13,870,000 in accrued patent damages and the receipt of $1,309,000 in patent damages from CMI total $15,179,000 and are included in the Consolidated Statements of Income as Patent suit damages and expenses net recoveries and accrual adjustments.
In an unrelated case, the Company's Telsmith subsidiary is a defendant in a patent infringement action brought by Nordberg, Inc., a manufacturer of a competing line of rock crushing equipment, seeking monetary damages and an injunction to cease an alleged infringement of a patent on certain components used in the production of its rock crushing equipment. This case, being heard before the U.S. District Court for the Eastern District of Wisconsin, has been bifurcated into liability and damages phases. The liability phase was tried on January 11, 1993; however, no decision has been rendered by the Court. Because of the uncertainties inherent in the litigation process, the Company is unable to predict the ultimate outcome of this litigation.
On October 28, 1993, the Company was also named as a defendant in a patent infringement action brought by Gencor, Inc., a manufacturer of a competing line of asphalt plants, seeking monetary damages and an injunction to cease an alleged infringement of a patent on certain components used in the production of its asphalt plant product line. This case was filed in the U.S. District Court for the Middle District of Florida, Orlando Division, and is currently in the discovery phase. Management believes this case to be without merit and intends to vigorously defend this suit; however, due to the uncertainties inherent in the litigation process, the Company is unable to predict the ultimate outcome of this litigation.
Management has reviewed all claims and lawsuits and, upon the advice of counsel, has made provision for any estimable losses; however, the Company is unable to predict the ultimate outcome of the outstanding claims and lawsuits.
Recourse Customer Financing - Certain customers have financed purchases of the Company's products through arrangements in which the Company is contingently liable for customer debt aggregating approximately $13,800,000 and $13,700,000 at December 31, 1994 and 1993, respectively. These obligations average five years in duration and have minimal risk.
Other - The Company is contingently liable for letters of credit of approximately $2,082,000 issued for bid bonds and performance bonds.
10. Shareholders' Equity
Stock Options - The Company has reserved 300,000 shares of common stock under the 1986 Stock Option Plan and 500,000 shares of common stock under the 1992 Stock Option Plan for issuance upon exercise of nonqualified options, incentive options and stock appreciation rights to officers and employees of the Company and its subsidiaries at prices determined by the Board of Directors. At December 31, 1994, a total of 328,800 shares of common stock related to the 1992 Stock Option Plan are available for options to be granted.
Nonqualified options are exercisable at a price not less than 85% of the Board of Directors' determination of the fair market value of the Company's common stock on the date of the grant. Nonqualified options are exercisable starting one year from the date of grant and expire ten years after the date of grant. Incentive stock options granted by the Board of Directors must be exercisable at a price not less than 100% of the fair market value of the Company's common stock on the date of grant. Incentive stock options are exercisable immediately after the date of grant, except for certain officers of the Company, and expire ten years after the date of grant. Stock appreciation rights may be granted by the Board of Directors in conjunction with the grant of an incentive or nonqualified option. A stock appreciation right permits a grantee to receive payment in either cash or shares of the Company's common stock equal to the difference between the fair market value of the common stock and the exercise price for the related option.
The following is a summary of stock option information: 	Number	 Option Price 	 of Shares	 Range Per Share Outstanding, December 31, 1991	 238,800 	 $ 1.375 - 4.675 Granted	 140,000 	 3.25 Expired	 (12,800) 	4.675 Exercised	 (109,000) 	1.375 - 4.675 Outstanding, December 31, 1992	 257,000 	1.375 - 4.675 Exercised	 (87,000) 	1.375 - 4.675 Outstanding, December 31, 1993	 170,000 	1.375 - 4.675 Granted	 87,000 	14.875 - 16.363 Exercised	 (13,000) 	1.375 - 3.25 Outstanding, December 31, 1994	 244,000 	$ 1.375 - 16.363
On July 29, 1993, the Company's Board of Directors approved a two-for-one split of the Company's common stock in the form of a 100% stock dividend for shareholders of record as of August 12, 1993. A total of 4,893,701 shares of common stock were issued in connection with the split. The stated par value of each share was not changed. A total of $978,740 was reclassified from additional paid-in capital to the Company's common stock account. All share and per share amounts for 1993 and prior years have been restated to retroactively reflect the stock split.
11. Related Party Transactions
In September 1991, the Company's Chairman, its Senior Vice President, and the President of its Telsmith, Inc. subsidiary formed a general partnership which acquired 25% of the common stock of American Rock Products, Inc., an Ohio corporation engaged in the business of supplying crushed rock to concrete and asphalt producers in the southeastern Oklahoma area ("Amrock"). These individuals own interests in the partnership of 50%, 25% and 25%, respectively. In December 1992, the rock crushing business of Amrock was sold to a competitor, exclusive of two used rock crushing machines and certain other miscellaneous inventory and equipment.
In March 1994, Amrock sold two of these used rock crushing machines to Telsmith for $50,000 and $70,000, respectively. The purchase price for each of these machines was determined by the president of Telsmith based on his opinion of their fair market value at the time of purchase. Telsmith intends to market both rock crushing machines to its customers for sale in the ordinary course of business.
12. Restructuring Costs
In the fourth quarter of 1994, the Company developed and implemented a plan to restructure the operations of Wibau-Astec. In connection with the restructuring, the Company accrued costs of $1,500,000 $1,250,000, net of tax, or $0.12 per share. The plan included, among other things, the cessation of manufacturing operations at Wibau-Astec along with related personnel reductions as well as personnel reductions in engineering and administration. Total personnel reductions were approximately 150. The plan was communicated to employees and severance notices given during the fourth quarter of 1994.
As of the end of 1994, the restructuring was substantially complete. Total costs incurred were for the write-down of certain assets to estimated fair market value, severance payments and lease termination expenses. Severance costs and exit costs incurred were approximately $1,137,000 and $363,000, respectively.
Wibau-Astec will sell Astec asphalt plants either manufactured in the United States or subcontracted in Europe. Wibau-Astec will continue to sell Wibau-Astec parts and service a large customer base and will utilize subcontractors as needed for parts and/or manufacturing components in Europe.
[FN]
(1)	Uncollectible accounts written off, net of recoveries.
(2)	Warranty costs charged to the reserve.
(3)	Represents reserve balances of subsidiaries acquired in 1994.
SIGNATURES
	Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Astec Industries, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ASTEC INDUSTRIES, INC.
BY: 	 /s/ J. Don Brock
J. Don Brock, Chairman of the Board and President (Principal Executive Officer)
BY: 	 /s/ Albert E. Guth
Albert E. Guth, Senior Vice President Secretary and Treasurer (Principal Financial and Accounting Officer)
Date: March 2, 1995
	Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by a majority of the Board of Directors of the Registrant on the dates indicated:
	SIGNATURE	TITLE	DATE
		Chairman of the Board	March 2, 1995 J. Don Brock		and President
		Senior Vice President,	March 2, 1995 Albert E. Guth		Secretary, Treasurer 		and Director
		President - Astec, Inc.	March 2, 1995 W. Norman Smith		and Director
		President - Telsmith, Inc.	March 2, 1995 Robert G. Stafford		and Director
		President - Trencor, Inc.	March 2, 1995 Jerry F. Gilbert		and Director
	SIGNATURE	TITLE	DATE
		Director	March 2, 1995 E. D. Sloan, Jr.
		Director	March 2, 1995 James R. Spear
		Director	March 2, 1995 Joseph Martin, Jr.
		Director	March __, 1995 George C. Dillon
		Director	March 2, 1995 G.W. Jones
		Director	March 2, 1995 Daniel K. Frierson
SIGNATURES
	Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Astec Industries, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ASTEC INDUSTRIES, INC.
BY: /s/ J. Don Brock	 J. Don Brock, Chairman of the Board and President (Principal Executive Officer)
BY: /s/ Albert E. Guth	 Albert E. Guth, Senior Vice President, Secretary and Treasurer(Principal Financial and Accounting Officer)
Date: March 2, 1995
	Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by a majority of the Board of Directors of the Registrant on the dates indicated:
	SIGNATURE	TITLE	DATE
/s/ J. Don Brock		Chairman of the Board 	March 2, 1995 J. Don Brock		and President
/s/ Albert E. Guth		Senior Vice President,	March 2, 1995 Albert E. Guth		Secretary, Treasurer 		and Director
/s/ W. Norman Smith		President - Astec, Inc.	March 2, 1995 W. Norman Smith		and Director
/s/ Robert G. Stafford		President - Telsmith, Inc. March 2, 1995 Robert G. Stafford		and Director
/s/ Jerry F. Gilbert		President - Trencor, Inc. March 2, 1995 Jerry F. Gilbert		and Director
	SIGNATURE	TITLE	DATE
/s/ E.D. Sloan Jr.		Director	March 2, 1995 E.D. Sloan, Jr.
/s/ James R. Spear		Director	March 2, 1995 James R. Spear
/s/ Joseph Martin, Jr.		Director	March 2, 1995 Joseph Martin, Jr.
/s/ George C. Dillon		Director	March ,1995 George C. Dillon
/s/ G.W. Jones		Director	March 2, 1995 G.W. Jones
/s/ Daniel K. Frierson		Director	March 2, 1995 Daniel K. Frierson
Commission File No. 0-14714
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
EXHIBITS FILED WITH ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
ASTEC INDUSTRIES, INC. 4101 Jerome Avenue Chattanooga, Tennessee 37407
ASTEC INDUSTRIES, INC. FORM 10-K INDEX TO EXHIBITS
Sequentially Exhibit Number Description Numbered Page
Exhibit 2.2 Share Purchase and Transfer Agreement by and between the Company and Gibat Ohl Ingenieurgesellschaft fur Anlagentechnik mbH, dated as of October 5, 1994.
Exhibit 4.2	 Indenture of Trust, dated April 1, 1994, by and between Grapevine Industrial Development Corporation and Bank One, Texas, NA, as Trustee.
Exhibit 10.80		 Guarantee of Wibau-Astec Maschinenfabrik GmbH in favor of Dresdner Bank Aktiengensellschaft, dated as of December 22, 1993.
Exhibit 10.81		 Letter of Guarantee of Wibau-Astec Maschinenfabrik GmbH in favor of Berliner Hondels - und Frankfurter Bank, dated as of December 22, 1993.
Exhibit 10.82		 Guarantee of Wibau-Astec Maschinenfabrik GmbH in favor of Bayerische Vereinsbank, dated as of December 22, 1993.
Exhibit 10.83 		Loan Agreement dated as of April 1, 1994, between Grapevine Industrial Development Corporation and Trencor, Inc.
Exhibit 10.84		 Letter of Credit Agreement, dated April 1, 1994, between The First National Bank of Chicago and Trencor, Inc.
Exhibit 10.85		 Guaranty Agreement, dated April 1, 1994, between Astec Industries, Inc. and Bank One, Texas, NA, as Trustee.
Exhibit 10.86		 Astec Guaranty, dated April 29, 1994, of debit of Trencor, Inc. in favor of The First National Bank of Chicago.
Exhibit 10.87 		Credit Agreement, dated as of July 20, 1994, between the Company and The First National Bank of Chicago.
Exhibit 10.88		 Guarantee of Wibau-Astec Maschinenfabrik GmbH in favor of Bayerische Vereinsbank, dated as of January 16, 1995.
Exhibit 10.89		 Waiver for December 31, 1994, dated February 24, 1995 with respect to the First National Bank of Chicago Credit Agreement dated July 29, 1994.
Exhibit 11	 Statement Regarding Computation of Per Share Earnings.
Exhibit 22	 Subsidiaries of the Registrant.
Exhibit 23	 Consent of Independent Auditors.
For a list of certain Exhibits not filed with this Report that are incorporated by reference into this Report, see Item 14(a)(3).