SEC Info - John Bean Technologies Corp.

We have served as the Company's auditor since 2021.

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors John Bean Technologies Corporation:

Opinion on the Consolidated Financial Statements

We have audited, before the effects of the adjustments to retrospectively apply the change in accounting described in Note 1, the consolidated balance sheet of John Bean Technologies Corporation and subsidiaries (the Company) as of December 31, 2020, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2020, and the related notes and financial statement schedule II (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements, before the effects of the adjustments to retrospectively apply the change in accounting described in Note 1, present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.

We were not engaged to audit, review, or apply any procedures to the adjustments to retrospectively apply the change in accounting described in Note 1 and, accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied. Those adjustments were audited by other auditors.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ i KPMG LLP

We served as the Company’s auditor from 2007 to 2021.

i Chicago, Illinois

February 25, 2021

JOHN BEAN TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

Year Ended December 31,

(In millions, except per share data)

2021

2020

2019

Revenue:

Product revenue

i 1,614.6

i 1,498.3

i 1,684.1

Service revenue

i 253.7

i 229.5

i 261.6

Total revenue

i 1,868.3

i 1,727.8

i 1,945.7

Operating expenses:

Cost of products

i 1,124.1

i 1,029.0

i 1,154.4

Cost of services

i 177.4

i 165.1

i 193.2

Selling, general and administrative expense

i 401.1

i 358.5

i 396.4

Restructuring expense

i 5.6

i 12.1

i 13.5

Operating income

i 160.1

i 163.1

i 188.2

Pension (income) expense, other than service cost

( i 1.3)

i 3.7

i 2.5

Interest expense, net

i 8.7

i 13.9

i 18.8

Income from continuing operations before income taxes

i 152.7

i 145.5

i 166.9

Income tax provision

i 34.3

i 36.7

i 37.6

Income from continuing operations

i 118.4

i 108.8

i 129.3

Loss from discontinued operations, net of income taxes

i —

i 0.3

Net income

i 118.4

i 108.8

i 129.0

Basic earnings per share:

Income from continuing operations

i 3.70

i 3.40

i 4.05

Loss from discontinued operations

i —

( i 0.01)

Net income

i 3.70

i 3.40

i 4.04

Diluted earnings per share:

Income from continuing operations

i 3.69

i 3.39

i 4.03

Loss from discontinued operations

i —

( i 0.01)

Net income

i 3.69

i 3.39

i 4.02

Weighted average shares outstanding:

Basic

i 32.0

i 31.9

Diluted

i 32.1

i 32.0

The accompanying notes are an integral part of the consolidated financial statements.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Year Ended December 31,

(In millions)

2021

2020

2019

Net income

i 118.4

i 108.8

i 129.0

Other comprehensive income (loss), net of income taxes

Foreign currency translation adjustments

i 1.0

( i 8.8)

i 2.2

Pension and other post-retirement benefits adjustments

i 15.9

( i 14.4)

( i 6.6)

Derivatives designated as hedges

i 5.6

( i 3.9)

( i 1.9)

Other comprehensive income (loss)

i 22.5

( i 27.1)

( i 6.3)

Comprehensive income

i 140.9

i 81.7

i 122.7

The accompanying notes are an integral part of the consolidated financial statements.

JOHN BEAN TECHNOLOGIES CORPORATION

CONSOLIDATED BALANCE SHEETS


(In millions, except per share and number of shares)	December 31, 2021		December 31, 2020

Assets
Current Assets:
Cash and cash equivalents	$	i 78.8	$	i 47.5
Trade receivables, net of allowances	i 239.1		i 236.1
Contract assets	i 94.4		i 68.3
Inventories	i 229.1		i 197.3
Other current assets	i 77.3		i 66.9
Total current assets	i 718.7		i 616.1
Property, plant and equipment, net of accumulated depreciation of $ i 339.2 and $ i 334.8, respectively	i 267.6		i 268.0
Goodwill	i 684.8		i 543.9
Intangible assets, net	i 342.6		i 299.1
Other assets	i 127.7		i 78.8
Total Assets	$	i 2,141.4	$	i 1,805.9

Liabilities and Stockholders' Equity
Current Liabilities:
Short-term debt	$	i —	$	i 2.4
Accounts payable, trade and other	i 186.0		i 140.7
Advance and progress payments	i 190.2		i 137.5
Accrued payroll	i 56.6		i 42.9
Other current liabilities	i 117.1		i 134.0
Total current liabilities	i 549.9		i 457.5
Long-term debt	i 674.4		i 522.5
Accrued pension and other post-retirement benefits, less current portion	i 57.6		i 94.1
Other liabilities	i 109.0		i 94.7
Commitments and contingencies (Note 16)	i		i
Stockholders' Equity:
Preferred stock, $ i i 0.01 / par value; i i 20,000,000 / shares authorized; i i no / shares issued in 2021 or 2020	i —		i —
Common stock, $ i i 0.01 / par value; i i 120,000,000 / shares authorized; 2021: i 31,769,967 issued and outstanding; 2020: i 31,741,607 issued, and i 31,729,736 outstanding	i 0.3		i 0.3
Common stock held in treasury, at cost; 2021: i 0, and 2020: i 11,871	i —		( i 1.0)
Additional paid-in capital	i 214.2		i 229.9
Retained earnings	i 733.4		i 627.8
Accumulated other comprehensive loss	( i 197.4)		( i 219.9)
Total stockholders' equity	i 750.5		i 637.1
Total Liabilities and Stockholders' Equity	$	i 2,141.4	$	i 1,805.9

The accompanying notes are an integral part of the consolidated financial statements.

JOHN BEAN TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended December 31,

(In millions)

2021

2020

2019

Cash Flows From Operating Activities:

Net income

i 118.4

i 108.8

i 129.0

Loss from discontinued operations, net of taxes

i —

i 0.3

Income from continuing operations

i 118.4

i 108.8

i 129.3

Adjustments to reconcile net income from continuing operations to cash provided by continuing operating activities:

Depreciation

i 34.9

i 33.8

i 31.7

Amortization

i 41.9

i 38.0

i 33.9

Stock-based compensation

i 6.5

i 1.9

i 9.4

Pension and other post-retirement benefits expense

i 0.9

i 5.9

i 4.5

Deferred income taxes

( i 2.7)

i 9.8

i 19.8

Other

i 3.7

i 4.7

i 11.0

Changes in operating assets and liabilities:

Trade receivables, net and contract assets

( i 29.2)

i 62.5

( i 18.8)

Inventories

( i 37.9)

i 44.0

( i 5.7)

Accounts payable, trade and other

i 39.6

( i 61.0)

( i 3.7)

Advance and progress payments

i 54.9

i 26.1

( i 48.7)

Accrued pension and other post-retirement benefits, net

( i 13.1)

( i 12.5)

( i 8.0)

Other assets and liabilities, net

i 7.8

( i 10.0)

( i 44.1)

Cash provided by continuing operating activities

i 225.7

i 252.0

i 110.6

Cash required by discontinued operating activities

i —

( i 0.4)

Cash provided by operating activities

i 225.7

i 252.0

i 110.2

Cash Flows From Investing Activities:

Acquisitions, net of cash acquired

( i 224.5)

( i 4.5)

( i 365.9)

Capital expenditures

( i 54.1)

( i 34.3)

( i 37.9)

Proceeds from disposal of assets

i 5.7

i 1.5

i 2.1

Cash required by investing activities

( i 272.9)

( i 37.3)

( i 401.7)

Cash Flows From Financing Activities:

Net proceeds from short-term debt

( i 2.5)

i 1.5

i 0.4

Payment in connection with modification of credit facilities

( i 323.4)

i —

Net proceeds (payments) from domestic credit facilities, net of debt issuance costs

i 83.1

( i 193.9)

i 311.1

Proceeds from issuance of 2026 convertible senior notes, net of issuance costs

i 391.4

i —

Purchase of convertible bond hedge

( i 65.6)

i —

Proceeds from sale of warrants

i 29.5

i —

Settlement of taxes withheld on equity compensation awards

( i 2.2)

( i 6.8)

Dividends

( i 12.8)

( i 12.7)

Acquisition date earnout liability and other deferred acquisition payments

( i 16.7)

i —

( i 4.5)

Cash provided (required) by financing activities

i 80.8

( i 207.4)

i 287.5

Effect of foreign exchange rate changes on cash and cash equivalents

( i 2.3)

i 0.7

i 0.5

Increase (decrease) in cash and cash equivalents

i 31.3

i 8.0

( i 3.5)

Cash and cash equivalents, beginning of period

i 47.5

i 39.5

i 43.0

Cash and cash equivalents, end of period

i 78.8

i 47.5

i 39.5

Supplemental Cash Flow Information:

Interest paid

i 10.0

i 14.2

i 21.9

Income taxes paid

i 44.3

i 36.4

i 29.2

Non-cash investing in capital expenditures, accrued but not paid

i 9.3

i —

Acquisition - deferred consideration (non-cash)

i —

i 2.2

i 17.4

The accompanying notes are an integral part of the consolidated financial statements.

JOHN BEAN TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(In millions)

Common Stock

Common Stock
Held in Treasury

Additional Paid-In Capital

Retained Earnings

Accumulated Other Comprehensive Income(Loss)

Total Equity

December 31, 2018

i 0.3

( i 19.3)

i 245.9

i 416.5

( i 186.5)

i 456.9

Net income

—

i 129.0

—

i 129.0

Issuance of treasury stock

—

i 6.7

( i 6.7)

—

i —

Common stock cash dividends, $ i 0.40 per share

—

( i 12.7)

—

( i 12.7)

Foreign currency translation adjustments, net of income taxes of $( i 1.3)

—

i 2.2

Derivatives designated as hedges, net of income taxes of $( i 0.6)

—

( i 1.9)

Pension and other post-retirement liability adjustments, net of income taxes of $ i 2.0

—

( i 6.6)

Stock-based compensation expense

—

i 9.4

—

i 9.4

Taxes withheld on issuance of stock-based awards

—

( i 6.8)

—

( i 6.8)

i 0.3

( i 12.6)

i 241.8

i 532.8

( i 192.8)

i 569.5

Net income

—

i 108.8

—

i 108.8

Issuance of treasury stock

—

i 11.6

( i 11.6)

—

i —

Common stock cash dividends, $ i 0.40 per share

—

( i 12.8)

—

( i 12.8)

Foreign currency translation adjustments, net of income taxes of $ i 1.9

—

( i 8.8)

Derivatives designated as hedges, net of income taxes of $ i 1.4

—

( i 3.9)

Pension and other post-retirement liability adjustments, net of income taxes of $ i 5.2

—

( i 14.4)

Stock-based compensation expense

—

i 1.9

—

i 1.9

Taxes withheld on issuance of stock-based awards

—

( i 2.2)

—

( i 2.2)

Adoption of ASC 326

—

( i 1.0)

—

( i 1.0)

i 0.3

( i 1.0)

i 229.9

i 627.8

( i 219.9)

i 637.1

Net income

—

i 118.4

—

i 118.4

Issuance of treasury stock

—

i 1.0

( i 1.0)

—

i —

Common stock cash dividends, $ i 0.40 per share

—

( i 12.8)

—

( i 12.8)

Foreign currency translation adjustments, net of income taxes of $( i 1.6)

—

i 1.0

Derivatives designated as hedges, net of income taxes of $( i 2.0)

—

i 5.6

Proceeds from sale of warrants

—

i 29.5

—

i 29.5

Purchase of convertible bond hedge, net of income tax of $ i 17.1

—

( i 48.5)

—

( i 48.5)

Pension and other post-retirement liability adjustments, net of income taxes of $( i 5.5)

—

i 15.9

Stock-based compensation expense

—

i 6.5

—

i 6.5

Taxes withheld on issuance of stock-based awards

—

( i 2.2)

—

( i 2.2)

i 0.3

i —

i 214.2

i 733.4

( i 197.4)

i 750.5

The accompanying notes are an integral part of the consolidated financial statements.

JOHN BEAN TECHNOLOGIES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. i SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation

The consolidated financial statements include the accounts of John Bean Technologies Corporation (JBT, we, or the Company) and all wholly-owned subsidiaries. All intercompany investments, accounts, and transactions have been eliminated.

Use of estimates

Preparation of financial statements that follow U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

i Cash and cash equivalents

Cash and cash equivalents consist of cash and highly liquid investments with original maturities of three months or less.

i Allowance for credit losses

The Company adopted ASC 326, Measurement of Credit Losses on Financial Instruments, as of January 1, 2020 with the cumulative-effect transition method with the required prospective approach. The measurement of expected credit losses under the Current Expected Credit Loss ("CECL") methodology is applicable to financial assets measured at amortized cost, which includes trade receivables, contract assets, and non-current receivables. An allowance for credit losses under the CECL methodology is determined using the loss rate approach and measured on a collective (pool) basis when similar risk characteristics exist. Where financial instruments do not share risk characteristics, they are evaluated on an individual basis. The CECL allowance is based on relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. The allowance for credit losses as of December 31, 2021 and 2020 was $ i 6.0 million and $ i 5.3 million, respectively.

Inventories

Inventories are stated at the lower of cost or net realizable value, which includes an estimate for excess and obsolete inventories. Inventory costs include those costs directly attributable to products, including all manufacturing overhead but excluding costs to distribute. Cost is determined on the last-in, first-out (“LIFO”) basis for certain of our domestic inventories. We exclude certain inventories relating to over time contracts, which are stated at the actual production cost incurred to date, reduced by the portion of these costs identified with revenue recognized. The first-in, first-out (“FIFO”) method is used to determine the cost for all other inventories.

i Property, plant, and equipment

Property, plant, and equipment are recorded at cost. Depreciation for financial reporting purposes is provided principally on the straight-line basis over the estimated useful lives of the assets (land improvements— i 20 to i 35 years; buildings— i 20 to i 50 years; and machinery and equipment— i 3 to i 20 years). Gains and losses are reflected in the Selling, general and administrative expense on the Consolidated Statements of Income upon the sale or retirement of assets. Expenditures that extend the useful lives of property, plant, and equipment are capitalized and depreciated over the estimated new remaining life of the asset. Leasehold improvements are recorded at cost and depreciated over the standard life of the type of asset or the remaining life of the lease, whichever is shorter.

i Capitalized software costs

Other assets include the capitalized cost of internal use software and software sold as part of a product. The assets are stated at cost less accumulated amortization and were $ i 40.6 million and $ i 16.9 million at December 31, 2021 and 2020, respectively. These software costs include the amount paid for purchases of software and internal and external costs incurred during the application development stage of software projects. These costs are amortized on a straight-line basis over the estimated useful lives of the assets. For internal use software, the useful lives range from three to i ten years. Capitalized software amortization expense was $ i 3.7 million, $ i 3.4 million, and $ i 3.8 million for 2021, 2020 and 2019, respectively.

i Goodwill

The Company tests goodwill for impairment annually during the fourth quarter and whenever events occur or changes in circumstances indicate that impairment may have occurred. Impairment testing is performed for each of the Company's reporting units by first assessing qualitative factors to see if further testing of goodwill is required. Qualitative factors may include, but are not limited to economic conditions, industry and market considerations, cost factors, overall financial performance of the reporting units and other entity and reporting unit specific events. If the Company concludes that it is more likely than not that a reporting unit’s fair value is less than its carrying amount based on the qualitative assessment, then a quantitative test is required. The Company may also choose to bypass the qualitative assessment and perform the quantitative test. In performing the quantitative test, the Company determines the fair value of a reporting unit using the “income approach” valuation method. The Company uses a discounted cash flow model in which cash flows anticipated over several periods, plus a terminal value at the end of that time horizon, are discounted to their present value using an appropriate cost of capital rate. Judgment is required in developing the assumptions for the discounted cash flow model. These assumptions include revenue growth rates, profit margin percentages, discount rates, perpetuity growth rates, future capital expenditures, and working capital requirements, among others. If the estimated fair value of a reporting unit exceeds its carrying value, the Company considers that goodwill is not impaired.The Company calculates the impairment loss by comparing the fair value of the reporting unit less its carrying amount, including goodwill, and would be limited to the carrying value of the goodwill.

The Company completed its annual goodwill impairment test as of October 31, 2021 using a qualitative assessment approach. As a result of this assessment the Company concluded that it is more likely than not that the fair value of each reporting unit exceeds its carrying value, and therefore it determined that i none of its goodwill was impaired. Similar conclusions were reached as of October 31, 2020 and 2019.

Acquired intangible assets

Intangible assets with finite useful lives are subject to amortization on a straight-line basis over the expected period of economic benefit, which range from less than i 4 years to i 21 years. The Company evaluates whether events or circumstances have occurred that warrant a revision to the remaining useful lives of intangible assets. In cases where a revision is deemed appropriate, the remaining carrying amounts of the intangible assets are amortized over the revised remaining useful life.

The carrying values of intangible assets with indefinite lives are reviewed for recoverability on an annual basis, and whenever events occur or changes in circumstances indicate that impairment may have occurred. The facts and circumstances considered include an assessment of the recoverability of the cost of intangible assets from future cash flows to be derived from the use of the asset. It is not possible to predict the likelihood of any possible future impairments or, if such an impairment were to occur, the magnitude of any impairment. However, any potential impairment would be limited to the carrying value of the indefinite-lived intangible asset.

For intangible assets with indefinite lives, the Company also evaluates whether events or circumstances have occurred that warrant a revision of their useful lives from an indefinite life to finite useful life. In cases where a revision is deemed appropriate, the carrying amounts of such intangible assets are amortized over the revised finite useful life. During the year 2020, we revised the indefinite useful lives of certain trade name intangible assets in the amount of $ i 5.0 million to amortize them prospectively.

The Company completed its annual evaluation for impairment of all indefinite-lived intangible assets as of October 31, 2021, which did not result in any impairment. Similar conclusions were reached as of October 31, 2020 and 2019.

Impairment of long-lived assets

Long-lived assets other than goodwill and acquired indefinite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the long-lived asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If it is determined that an impairment loss has occurred, the loss is measured as the amount by which the carrying amount of the long-lived asset exceeds its fair value.

We have evaluated the current environment as of December 31, 2021 and the year then ended and have concluded there is no event or circumstance that has occurred to trigger an impairment assessment of our long-lived assets. We will continue to monitor the environment to determine whether the impacts to the Company represent an event or change in circumstances that may trigger a need to assess for useful life revision or impairment.

Revenue recognition

Revenue is measured based on consideration specified in a contract with a customer, and excludes any sales incentives and amounts collected on behalf of third parties when the Company is acting in an agent capacity. The Company recognizes revenue when it satisfies a performance obligation by transferring control of a product or service to a customer.

Performance Obligations & Contract Estimates

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation based on its respective stand-alone selling price and recognized as revenue when, or as, the performance obligation is satisfied. A large portion of revenue across the Company is derived from manufactured equipment, which may be customized to meet customer specifications.

The Company's contracts with customers in both segments often include multiple promised goods and/or services. For instance, a contract may include equipment, installation, optional warranties, periodic service calls, etc. The Company frequently has contracts for which the equipment and installation are considered a single performance obligation. In these instances the installation services are not separately identifiable as the installation goes above and beyond the basic assembly, set-up and testing and therefore significantly customizes or modifies the equipment. However, the Company also has contracts where the installation services are deemed to be separately identifiable as the nature of these services are considered basic assembly, set-up and testing, and are therefore deemed to be a separate performance obligation. This generally occurs in contracts where the Company manufactures standard equipment.

When a performance obligation is separately identifiable, as defined in ASC 606, Revenue from Contracts with Customers, the Company allocates a portion of the contract price to the obligation and recognizes it separately from the other performance obligations. Contract price allocation among multiple performance obligations is based on the relative standalone selling price of each distinct good or service in the contract. When not sold separately, an estimate of the standalone selling price is determined using expected cost plus a reasonable margin.

The timing of revenue recognition for each performance obligation is either over time as control transfers or at a point in time. The Company recognizes revenue over time for contracts that provide service over a period of time, for refurbishments of customer-owned equipment, and for highly customized equipment for which the Company has a contractual, enforceable right to collect payment upon customer cancellation for performance completed to date. Revenue generated from standard equipment, highly customized equipment contracts without an enforceable right to payment for performance completed to date, as well as aftermarket parts and services sales, are recognized at a point in time.

The Company utilizes the input method of “cost-to-cost” to recognize product revenue over time. The Company measures progress based on costs incurred to date relative to total estimated cost at completion. Incurred cost represents work performed, which corresponds with, and therefore depicts, the transfer of control to the customer. Contract costs include labor, material, and certain allocated overhead expense. Material costs are considered incurred, and therefore included in the cost-to-cost measure of progress, when they are used in manufacturing and therefore customize the asset. Cost estimates are based on assumptions and estimates to project the outcome of future events; including the estimated labor and material costs required to complete open projects. During the year, we recognized $ i 682.7 million in revenue for over time projects using the cost-to-cost method.

Revenue attributable to equipment which qualifies as point in time is recognized when customers take control of the asset. For equipment where installation is separately identifiable, the Company generally determines that control transfers when the customer has obtained legal title and the risks and rewards of ownership, which is dependent upon the shipping terms within the contract. For customized equipment where installation is not separately identifiable, but where the Company does not have an enforceable right to payment for performance completed to-date, it defines control transfer as the point in time in which it is able to objectively verify that the customer has the capability of full use of the asset as intended per the contract as this is when control is considered to have passed to the customer. Service revenue is recognized over time either proportionately over the period of the underlying contract or when services are complete, depending on the terms of the arrangement.

Any expected losses for a contract are charged to earnings, in total, in the period such losses are identified.

The Company generally bills customers in advance, and progress billings generally are issued upon the completion of certain phases of the work as stipulated in the contract. The Company may extend credit to customers in line with industry standards where it is strategically advantageous.

Within the JBT AeroTech segment, maintenance and repair service for baggage handling systems, facilities, gate systems, and ground support equipment is provided. The timing of contract billings is concurrent with the completion of the services, and therefore the Company has availed itself of the practical expedient that allows it to recognize revenue commensurate with the amount to which it has a right to invoice, which corresponds directly to the value to the customer of performance completed to date.

i Research and development

The objectives of the research and development programs are to create new products and business opportunities in relevant fields, and to improve existing products. Research and development costs are expensed as incurred. Research and development expense of $ i 29.9 million, $ i 29.3 million, and $ i 28.5 million for 2021, 2020 and 2019, respectively, is recorded in selling, general and administrative expense.

Income taxes

The Company’s provision for income taxes includes amounts payable or refundable for the current year, the effects of deferred taxes and impacts from uncertain tax positions, if applicable. We establish deferred tax liabilities or assets for temporary differences between financial and tax reporting basis and subsequently adjust them to reflect changes in tax rates expected to be in effect when the temporary differences reverse. We record a valuation allowance reducing deferred tax assets when it is more likely than not that such assets will not be realized. Valuation allowances are evaluated periodically and may be subject to change in future reporting periods.

We recognize tax benefits in our financial statements from uncertain tax positions only if it is more likely than not that the tax position will be sustained based on the technical merits of the position. The amount we recognize is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon resolution. Future changes related to the expected resolution of uncertain tax positions could affect tax expense in the period when the change occurs. Interest and penalties related to underpayment of income taxes are classified as income tax expense.

We monitor for changes in tax laws and reflect the impacts of tax law changes in the period of enactment. When there is refinement to tax law changes in subsequent periods, we account for the new guidance in the period when it becomes known.

Stock-based employee compensation

The Company measures compensation cost on restricted stock awards based on the market price of common stock at the grant date and the number of shares awarded. The compensation cost for each award is recognized ratably over the lesser of the stated vesting period or the period until the employee becomes retirement eligible, after taking into account forfeitures.

Foreign currency

Financial statements of operations for which the U.S. dollar is not the functional currency are translated to the U.S. dollar prior to consolidation. Assets and liabilities are translated at the exchange rate in effect at the balance sheet date, while income statement accounts are translated at the average exchange rate for each period. For these operations, translation gains and losses are recorded as a component of accumulated other comprehensive loss in stockholders’ equity until the foreign entity is sold or liquidated.

Derivative financial instruments

Derivatives are recognized in the consolidated balance sheets at fair value, with classification as current or non-current based upon the maturity of the derivative instrument. The Company does not offset fair value amounts for derivative instruments held with the same counterparty. Changes in the fair value of derivative instruments are recorded in current earnings or deferred in accumulated other comprehensive loss, depending on the type of hedging transaction and whether a derivative is designated as, and is effective as, a hedge.

In the Consolidated Statements of Income, earnings from foreign currency derivatives related to sales and remeasurement of sales-related assets, liabilities and contracts are recorded in revenue, while earnings from foreign currency derivatives related to purchases and remeasurement of purchase-related assets, liabilities and contracts are recorded in cost of products. Earnings from foreign currency derivatives related to cash management of foreign currencies throughout the world and remeasurement of cash are recorded in selling, general and administrative expenses.

When hedge accounting is applied, the Company ensures that the derivative is highly effective at offsetting changes in anticipated cash flows of the hedged item or transaction. Changes in fair value of derivatives that are designated as cash flow hedges are deferred in accumulated other comprehensive income (loss) until the underlying transactions are recognized in earnings. At such time, related deferred hedging gains or losses are also recorded in earnings on the same line as the hedged item. Effectiveness is assessed at the inception of the hedge. The Company documents the risk management strategy and method for assessing hedge effectiveness at the inception of and throughout the term of each hedge.

The Company's cross-currency swap agreements synthetically swap U.S. dollar denominated fixed rate debt for Euro denominated fixed rate debt and are designated as net investment hedges for accounting purposes. The gains or losses on these derivative

instruments are included in the foreign currency translation component of other comprehensive income until the net investment is sold, diluted, or liquidated. Interest payments received for the cross currency swaps are excluded from the net investment hedge effectiveness assessment and are recorded in interest expense, net on the Consolidated Statements of Income.

For derivatives with components excluded from the assessment of hedge effectiveness, the accumulated gains or losses recorded in accumulated other comprehensive income (loss) on such excluded components in a qualifying cash flow or net investment hedging relationship are reclassified to earnings on a systematic and rational basis over the hedge term.

Cash flows from derivative contracts are reported in the consolidated statements of cash flows in the same categories as the cash flows from the underlying transactions.

i i

Leases

Lessee accounting

The Company leases office space, manufacturing facilities and various types of manufacturing and data processing equipment. Leases of real estate generally provide that the Company pays for repairs, property taxes and insurance. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on whether the contract conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. Leases are classified as operating or finance leases at the commencement date of the lease. Operating leases are included in operating lease right of use ("ROU") assets, other current liabilities, and operating lease liabilities in the consolidated Balance Sheet, which are reported within other assets, other current liabilities and other liabilities, respectively. Lease liabilities are classified between current and long-term liabilities based on their payment terms. The ROU asset balance for finance leases is included in property, plant, and equipment, net in the Balance Sheet. In accordance with the standard, the Company has elected not to recognize leases with terms of less than one year on the Balance Sheet.

ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As the implicit rate is generally not readily determinable for most of its leases, the Company uses its incremental borrowing rate at commencement date in determining the present value of lease payments. We determined the incremental borrowing rate for all leases, based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The Company used an unsecured borrowing rate and risk-adjusted that rate to approximate a collateralized rate. The operating lease ROU asset also includes prepaid rent and reflects the unamortized balance of lease incentives. Lease expense for operating leases is recognized on a straight-line basis over the lease term.

The Company elected the practical expedient to not separate lease and non-lease components for leases other than leases of vehicles and communication equipment. For the asset categories of real estate, manufacturing, office and IT equipment, the Company accounts for the lease and non-lease components as a single lease component.

The Company's leases may include renewal and termination options, which are included in the lease term if the Company concludes that it is reasonably certain that it will exercise the option. Some leases give the option to renew, with renewal terms that may extend the lease term. The exercise of lease renewal options is at the Company's sole discretion. Certain leases also include options to purchase the leased property. The depreciable life of the ROU assets are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Our lease agreements may contain variable costs such as common area maintenance, insurance, real estate taxes or other costs. Variable lease costs are expensed as incurred on the Consolidated Statements of Income.

The Company's lease agreements do not contain any material residual value guarantees.

Lessor accounting

The Company leases certain JBT FoodTech equipment primarily, such as high capacity industrial extractors, to customers.

In most instances, the Company includes maintenance as a component of the lease agreement. Lease accounting requires lessors to separate lease and non-lease components and further defines maintenance as a non-lease component. The Company elected to exercise the available practical expedient of combining lease and non-lease components where the components meet both of the following criteria:

•The timing and pattern of transfer to the lessee of the lease and non-lease component are the same, and

•The lease component, if accounted for separately, would be classified as an operating lease.

As such, the leased asset and its respective maintenance component will not be accounted for separately.

In certain leases, consumables are included as a non-lease component. For these leases, the components do not qualify for the practical expedient as the timing and pattern of transfer to the lessee are not the same. In these instances, the non-lease component will be accounted for in accordance with ASC 606.

The Company monitors the risk associated with residual value of its leased assets. It reviews on an annual basis or more often as deemed necessary, and adjusted residual values and useful lives of equipment leased to outside parties, as appropriate. Adjustments to residual values result in an adjustment to depreciation expense. The Company's annual review is based on a long-term view considering historical market price changes, market price trends, and expected life of the equipment.

Lease agreements with the Company's customers do not contain any material residual value guarantees. Certain lease agreements include terms and conditions resulting in variable lease payments. These payments typically rely upon the usage of the underlying asset.

Certain lease agreements provide renewal options, including some leases with an evergreen renewal option. The exercise of the lease renewal option is at the sole discretion of the lessee. In most instances, the lease can only be terminated in cases of breach of contract. In these instances, termination fees do not apply. Certain lease agreements also allow the lessee to purchase the leased asset at fair market value or a specific agreed upon price. The exercise of the lease purchase option is at the sole discretion of the lessee.

Recently Adopted Accounting Standards

In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). The amendments in this update simplifies accounting for certain convertible debt instruments by removing the separation models for convertible debt with a cash conversion feature or convertible instruments with a beneficial conversion feature. As a result, convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. Additionally, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer be available for convertible debt instruments. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company early adopted the new standard effective January 1, 2021 using the modified retrospective method. There was no impact on the Company's financial statements as of the adoption date. As further discussed in Note 6, "Debt," the Company issued $ i 402.5 million principal amount of convertible senior notes on May 28, 2021, which have been accounted for in accordance with the provisions of ASU 2020-06.

In July 2021, the FASB issued ASU 2021-05, Leases (Topic 842): Lessors—Certain Leases with Variable Lease Payments. ASU 2021-05 requires accounting for leases by lessors with variable lease payments that do not depend on a reference index or a rate as operating leases if any other lease classification would require the lessor to recognize a day-one loss. The provisions of ASU 2021-05 are applicable for fiscal years beginning after December 15, 2021, with early adoption permitted. The Company early adopted the new standard effective September 30, 2021 using retrospective method of adoption with an immaterial adoption impact to the Company's current year financial statements resulting from transactions in 2021 and no impact to the Company's financial statement for comparative prior year periods.

In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Acquired Contract Assets and Contract Liabilities. Under the new guidance, the acquirer should determine what contract assets and/or contract liabilities it would have recorded under ASC 606 as of the acquisition date, as if the acquirer had entered into the original contract at the same date and on the same terms as the acquiree. The recognition and measurement of those contract assets and contract liabilities will likely be comparable to what the acquiree has recorded on its books under ASC 606 as of the acquisition date. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including in an interim period, for any period for which financial statements have not yet been issued. However, adoption in an interim period other than the first fiscal quarter requires an entity to apply the new guidance to all prior business combinations that have occurred since the beginning of the annual period in which the new guidance is adopted. The Company early adopted the new standard effective December 31, 2021 with no adoption impact to the Company's current year financial statements.

Recently Issued Accounting Standards Not Yet Adopted

In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. This update requires annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. This standard is effective for fiscal years beginning after December 15, 2021 and should be applied either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2021-10 on its disclosures.

NOTE 2. i ACQUISITIONS

During 2021 and 2020, the Company acquired i 100% voting equity of i three businesses, and the assets and liabilities of another business. i A summary of the acquisitions made during the period is as follows:

Date

Type

Company/Product Line

Location

Segment

November 2, 2021

Stock

Urtasun Tecnología Alimentaria S.L ("Urtasun")

Navarra, Spain

JBT FoodTech

A provider of fruit and vegetable processing solutions, particularly in the fresh packaged and frozen markets. The Urtasun acquisition extends the Company's capabilities in providing fruit and vegetable processing solutions.

July 2, 2021

Stock

CMS Technology, Inc ("Prevenio")

Bridgewater, New Jersey

JBT FoodTech

A provider of innovative food safety solutions primarily for the poultry industry as well as produce applications. Prevenio provides a pathogen protection solution through its anti-microbial delivery equipment that enhances food safety and integrity, and creates a safer work environment for its customers and their employees. This acquisition enhances the Company’s recurring revenue portfolio and furthers its investment in solutions that support its customers’ daily operations.

February 28, 2021

Stock

AutoCoding Systems Ltd. ("ACS")

Cheshire, U.K.

JBT FoodTech

A provider of a central command solution for the integration of packaging process devices. The ACS acquisition extends the Company's capabilities in packaging line equipment and associated devices, including coding and label inspection and verification.

May 29, 2020

Asset

MARS Food Processing Solutions, LLC ("MARS")

Denver, North Carolina

JBT FoodTech

A provider of solutions for monitoring and managing the efficiency of poultry processing plants. The MARS acquisition allows the Company to offer its Protein customers proprietary solutions for monitoring and managing the efficiency of poultry processing plants.

Each acquisition has been accounted for as a business combination. Tangible and identifiable intangible assets acquired and liabilities assumed were recorded at their respective estimated fair values. The excess of the consideration transferred over the estimated fair value of the net assets received has been recorded as goodwill. The factors that contributed to the recognition of goodwill primarily relate to acquisition-driven anticipated cost savings and revenue enhancement synergies coupled with the assembled workforce acquired.

Purchase price allocation for 2021 acquisitions:

(In millions)

Urtasun(1)

Prevenio(2)

ACS(3)

Total

Financial assets

i 8.5

i 8.1

i 2.9

i 19.5

Inventories

i 3.5

i 0.2

i 0.7

i 4.4

Property, plant and equipment

i 2.5

i 4.3

i —

i 6.8

Customer relationship (4)

i 11.5

i 41.0

i 3.7

i 56.2

Patents and acquired technology (4)

i 6.0

i 17.5

i 3.4

i 26.9

Trademarks (4)

i 2.2

i 0.7

i 0.8

i 3.7

Deferred taxes

( i 5.4)

( i 15.0)

( i 0.9)

( i 21.3)

Financial liabilities

( i 7.2)

( i 3.1)

( i 2.9)

( i 13.2)

Total identifiable net assets

i 21.6

i 53.7

i 7.7

i 83.0

Cash consideration paid

i 43.8

i 173.3

i 16.8

i 233.9

Cash acquired

i 4.8

i 3.5

i 1.1

i 9.4

Net consideration

i 39.0

i 169.8

i 15.7

i 224.5

Goodwill (5)

i 22.2

i 119.6

i 9.1

i 150.9

(1)The purchase accounting for Urtasun is provisional. The valuation of certain working capital balances, property, plant and equipment, intangibles, income tax balances and residual goodwill is not complete. These amounts are subject to adjustment as additional information is obtained within the measurement period (not to exceed 12 months from the acquisition date).

(2)The purchase accounting for Prevenio is provisional. The valuation of certain working capital balances, property, plant and equipment, intangibles, income tax balances and residual goodwill is not complete. These amounts are subject to adjustment as additional information is obtained within the measurement period (not to exceed 12 months from the acquisition date). During the quarter ended December 31, 2021, the Company made no significant measurement period adjustments for Prevenio.

(3)The purchase accounting for ACS is final. During the quarter ended June 30, 2021, the Company refined its estimates for other intangibles by ($ i 2.0) million and deferred taxes by $ i 0.5 million. During the quarters ended September 30, 2021 and December 31, 2021, the Company made no significant measurement period adjustments for ACS. The impact of these adjustments were reflected as a net increase in goodwill of $ i 1.3 million. These adjustments resulted in an immaterial impact to the consolidated statement of income.

(4)The acquired intangible assets are amortized on a straight-line basis over their estimated useful lives, which range from four to i twenty years. The intangible assets acquired in 2021 have weighted average useful lives of i 14 years for customer relationship, i 8 years for patents and acquired technology, and i 17 years for trademarks.

(5)The Company expects goodwill of $ i 0.7 million from these acquisitions to be deductible for income tax purposes.

During the year ended December 31, 2021, acquisitions in 2021 generated aggregate revenues of $ i 29.4 million and aggregate net income of $ i 0.8 million.

During the second quarter of 2020, the Company acquired certain assets and liabilities of MARS Food Processing Solutions, LLC ("MARS") for a purchase price of $ i 5 million. The Company expects goodwill of $ i 3.1 million from this acquisition to be deductible for income tax purposes. The purchase accounting for MARS was final as of December 31, 2020.

Pro forma financial information for 2019 acquisition (unaudited)

The Company's acquisition of Proseal UK Limited ("Proseal") on May 31, 2019 was material to its overall results and as such the Company is required under ASC Topic 805, Business Combinations, to present pro forma information. i The following information reflects the results of the Company’s operations for the year 2019 on a pro forma basis as if the acquisition of Proseal had been completed on January 1, 2018. Pro forma adjustments have been made to illustrate the incremental impact on earnings of interest costs on the borrowings to acquire the company, amortization expense related to acquired intangible assets, depreciation expense related to the fair value of the acquired depreciable tangible assets, and the related tax impact associated with the incremental interest costs and amortization and depreciation expense.


	Year ended
(In millions, except per share data)	2019
Revenue
Pro forma	$	i 1,984.1
As reported	i 1,945.7
Income from continuing operations
Pro forma	$	i 135.1
As reported	i 129.3
Income from continuing operations per share
Pro forma
Basic	$	i 4.24
Fully diluted	i 4.20
As reported
Basic	$	i 4.05
Fully diluted	i 4.03

The unaudited pro forma information is provided for illustrative purposes only and does not purport to represent what the Company's consolidated results of operations would have been had the transaction actually occurred as of January 1, 2018, and does not purport to project actual consolidated results of operations.

NOTE 3. i INVENTORIES

Inventories as of December 31, consisted of the following:


(In millions)	2021		2020
Raw materials	$	i 101.0	$	i 87.3
Work in process	i 59.1		i 51.4
Finished goods	i 151.8		i 136.4
Gross inventories before LIFO reserves and valuation adjustments	i 311.9		i 275.1
LIFO reserves	( i 53.3)		( i 49.2)
Valuation adjustments	( i 29.5)		( i 28.6)
Net inventories	$	i 229.1	$	i 197.3

Inventories accounted for under the LIFO method totaled $ i 153.7 million and $ i 123.8 million at December 31, 2021 and 2020, respectively.

NOTE 4. i PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment as of December 31, consisted of the following:


(In millions)	2021		2020
Land and land improvements	$	i 21.6	$	i 19.7
Buildings	i 138.6		i 138.3
Machinery and equipment	i 426.2		i 423.7
Construction in process	i 20.4		i 21.1
	i 606.8		i 602.8
Accumulated depreciation	( i 339.2)		( i 334.8)
Property, plant and equipment, net	$	i 267.6	$	i 268.0

NOTE 5. i GOODWILL AND INTANGIBLE ASSETS

The changes in the carrying amount of goodwill by business segment were as follows:

(In millions)

JBT FoodTech

JBT AeroTech

Total

Balance as of January 1, 2020

i 490.9

i 38.0

i 528.9

Acquisitions

i 3.7

i —

i 3.7

Currency translation

i 11.1

i 0.2

i 11.3

Balance as of December 31, 2020

i 505.7

i 38.2

i 543.9

Acquisitions

i 150.9

i —

i 150.9

Currency translation

( i 9.9)

( i 0.1)

( i 10.0)

Balance as of December 31, 2021

i 646.7

i 38.1

i 684.8

Intangible assets consisted of the following:

2021

2020

(In millions)

Gross carrying amount

Accumulated amortization

Gross carrying amount

Accumulated amortization

Customer relationships

i 309.3

i 102.0

i 256.9

i 82.8

Patents and acquired technology

i 174.5

i 82.0

i 151.3

i 65.2

Trademarks

i 47.2

i 15.0

i 44.8

i 16.8

Indefinite lived intangibles assets

i 10.6

—

i 10.8

—

Other

i 8.7

i 9.4

i 9.3

Total intangible assets

i 550.3

i 207.7

i 473.2

i 174.1

Intangible asset amortization expense was $ i 38.2 million, $ i 34.6 million, and $ i 30.1 million for 2021, 2020 and 2019, respectively. Annual amortization expense for intangible assets is estimated to be $ i 41.6 million in 2022, $ i 40.3 million in 2023, $ i 38.2 million in 2024, $ i 37.3 million in 2025, and $ i 36.3 million in 2026.

NOTE 6. i DEBT

i Five-year Revolving Credit Facility

On June 19, 2018, the Company entered into a Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto. The Credit Agreement provided for a $ i 1 billion revolving credit facility that matures in June 2023. The borrowings under the Credit Agreement were used to repay in full all outstanding indebtedness under the previous credit agreement. On May 25, 2021, the Company entered into the first amendment to the

Credit Agreement to permit the issuance of the Convertible Senior Notes described below. On December 14, 2021, the Company entered into the second amendment to increase its borrowing limit from $ i 1 billion to $ i 1.3 billion, extend the maturity of the Credit Agreement from June 2023 to December 2026, and modified the leverage calculation to differentiate between secured debt and total debt. Revolving loans under the credit facility bear interest, at the Company's option, at 1) LIBOR (subject to a floor rate of i zero) or a benchmark replacement rate, or 2) an alternative base rate (which is the greater of Wells Fargo’s Prime Rate, the Federal Funds Rate plus i 50 basis points, or LIBOR plus i 1%), plus, in each case, a margin dependent on the leverage ratio.

The Company is required to make periodic interest payments on borrowed amounts and to pay an annual commitment fee of i 15.0 to i 30.0 basis points, depending on its leverage ratio. As of December 31, 2021, the Company had $ i 282.9 million drawn on and $ i 1,009.4 million of availability under the revolving credit facility. The ability to use this availability is limited by the leverage ratio covenant described below.

The obligations under the Credit Agreement are guaranteed by the Company’s domestic and certain foreign subsidiaries and subsequently formed or acquired subsidiaries (the “Guarantors”). The obligations under the Credit Agreement are secured by a first-priority security interest in substantially all of the Guarantor’s tangible and intangible personal property and a pledge of the capital stock of permitted borrowers and certain Guarantors.

The Company's credit facility includes restrictive covenants that, if not met, could lead to renegotiation of its credit facility, a requirement to repay its borrowings, and/or a significant increase in its cost of financing. Restrictive covenants include a minimum interest coverage ratio, a maximum leverage ratio, as well as certain events of default.

Convertible Senior Notes

On May 28, 2021, the Company closed a private offering of $ i 402.5 million aggregate principal amount of the Company's i 0.25% Convertible Senior Notes due 2026 (the "Notes") to qualified institutional buyers, resulting in net proceeds of approximately $ i 392.2 million after deducting initial purchasers’ discounts of the Notes. Interest on the Notes will accrue from May 28, 2021 and is payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2021, at a rate of i 0.25% per year. The Notes will mature on May 15, 2026 unless earlier converted, redeemed or repurchased. No sinking fund is provided for the Notes.

The initial conversion rate of the Notes is i 5.8958 shares of the Company's common stock per $ i 1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $ i 169.61 per share. The conversion rate of the Notes is subject to adjustment upon the occurrence of certain specified events. In addition, upon the occurrence of a make-whole fundamental change (as defined in the indenture governing the Notes (the "Indenture")) or upon a notice of redemption, the Company will, in certain circumstances, increase the conversion rate for a holder that elects to convert its Notes in connection with such make-whole fundamental change or notice of redemption, as the case may be.

On or after March 20, 2024, the Company has the option to redeem for cash all or part of the Notes, if the last reported sales price of the Company's common stock (the "common stock") has been at least i 130% of the conversion price then in effect for at least i 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides redemption notice, during any i 30 consecutive trading days ending on, and including, the last trading day immediately before the date the Company sends the related redemption notice. The redemption price of each Note to be redeemed will be the principal amount of such note, plus accrued and unpaid interest to, but excluding, the redemption date. If the Company redeems less than all the outstanding Notes, at least $ i 100 million aggregate principal amount of Notes must be outstanding and not subject to redemption as of the relevant redemption notice date.

Prior to the close of business on the business day immediately preceding February 15, 2026, the Notes are convertible at the option of the holders only under the following circumstances:

•during any calendar quarter commencing after the calendar quarter ending on September 30, 2021 (and only during such calendar quarter), if the last reported sale price of the common stock for at least i 20 trading days (whether or not consecutive) during a period of i 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to i 130% of the conversion price on each applicable trading day;

•during the i five business day period after any i ten consecutive trading day period (the “measurement period”) in which the trading price per $ i 1,000 principal amount of Notes for each trading day of the measurement period was less than i 98% of the product of the last reported sale price of the common stock and the conversion rate on each such trading day;

•if the Company calls such Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the Notes called (or deemed called) for redemption; or

•upon the occurrence of certain corporate events, as specified in the Indenture governing the Notes.

At any time on or after February 15, 2026, holders may convert their Notes at their option, and in multiples of $ i 1,000 principal amount, without regard to the foregoing circumstances. Upon conversion, the Company will pay cash up to the aggregate principal amount of the Notes and for the remainder of our conversion obligation in excess of the aggregate principal amount will pay or deliver cash, shares of common stock, or a combination of cash and shares of common stock at the Company’s election.

The Notes were not convertible during the year ended December 31, 2021 and none have been converted to date. Also given the daily average market price of the common stock has not exceeded the exercise price since inception, there is no impact to the diluted earnings per share.

Upon the occurrence of a fundamental change (as defined in the Indenture), subject to certain conditions, holders may require the Company to repurchase for cash all or any portion of their Notes in multiples of $ i 1,000 principal amounts, at its repurchase price, plus accrued and unpaid interest to, but excluding, the repurchase date.

The Notes are senior unsecured obligations and rank equally in right of payment with all of the Company's existing unsubordinated debt and senior in right of payment to any future debt that is expressly subordinated in right of payment to the Notes. The Notes will be effectively subordinated to any of the Company's existing and future secured debt to the extent of the assets securing such indebtedness.

The Indenture includes customary terms and covenants, including certain events of default after which the Notes may become due and payable immediately.

Convertible Note Hedge Transactions

The Company paid an aggregate amount of $ i 65.6 million for the Convertible Note Hedge Transactions (the "Hedge Transactions"). The Hedge Transactions cover, subject to anti-dilution adjustments substantially similar to those in the Notes, approximately i 2.4 million shares of the Company's common stock. These are the same number of shares initially underlying the Notes, at a strike price of $ i 169.61, subject to customary adjustments. The Hedge Transactions will expire upon the maturity of the Notes, subject to earlier exercise or termination.

The Hedge Transactions are expected generally to reduce the potential dilutive effect of the conversion of the Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the converted Notes, in the event that the market price per share of the Company's common stock, as measured under the terms of the Hedge Transactions, is greater than the Hedge Transactions strike price of $ i 169.61. The Hedge Transactions meet the criteria in ASC 815-40 to be classified within Stockholders' Equity, and therefore these transactions are not revalued after their issuance.

The Company made a tax election to integrate the Notes and the Hedge Transactions. The accounting impact of this tax election makes the Hedge Transactions deductible as original issue discount interest for tax purposes over the term of the note, and results in a $ i 17.1 million deferred tax asset recorded as an adjustment to Additional paid-in capital on our Balance Sheet as of December 31, 2021.

Warrant Transactions

In addition, concurrently with entering into the Hedge Transactions, the Company separately entered into privately-negotiated Warrant Transactions (the "Warrant Transactions"), whereby the Company sold to the counterparties warrants to acquire, collectively, subject to anti-dilution adjustments, i 2.4 million shares of its common stock at an initial strike price of $ i 240.02 per share. The Company received aggregate proceeds of $ i 29.5 million from the Warrant Transactions with the counterparties, with such proceeds partially offsetting the costs of entering into the Hedge Transactions. The warrants expire in August 2026. If the market value per share of the common stock, exceeds the strike price of the warrants, the warrants will have a dilutive effect on our earnings per share, unless the Company elects, subject to certain conditions, to settle the warrants in cash. The warrants meet the criteria in ASC 815-40 to be classified within Stockholders' Equity, and therefore the warrants are not revalued after issuance.

The components of the Company's borrowings as of December 31, were as follows:

(In millions)

Maturity Date

2021

2020

Revolving credit facility (1)

i December 14, 2026

i 282.9

i 523.9

Less: unamortized debt issuance costs

( i 1.2)

( i 1.4)

Revolving credit facility, net

i 281.7

i 522.5

Convertible senior notes (2)

i May 15, 2026

i 402.5

i —

Less: unamortized debt issuance costs

( i 9.8)

i —

Convertible senior notes, net

i 392.7

i —

Long-term debt, net

i 674.4

i 522.5

(1) Weighted-average interest rate at December 31, 2021 was i 1.46%

(2) Effective interest rate for the Notes for the quarter ended December 31, 2021 was i 0.82%

Interest expense of $ i 1.9 million recognized for the Notes included contractual interest expense of $ i 0.6 million and the amortization of debt issuance cost of $ i 1.3 million for the year ended December 31, 2021.

NOTE 7. i INCOME TAXES

Domestic and foreign components of income from continuing operations before income taxes for the years ended on December 31, are shown below:


(In millions)	2021		2020		2019
Domestic	$	i 71.5	$	i 78.6	$	i 85.2
Foreign	i 81.2		i 66.9		i 81.7
Income before income taxes	$	i 152.7	$	i 145.5	$	i 166.9

The provision for income taxes related to income from continuing operations for the years ended on December 31, consisted of:

(In millions)

2021

2020

2019

Current:

Federal

i 4.2

i 4.6

( i 8.1)

State

i 2.2

i 3.0

i 4.1

Foreign

i 30.6

i 19.3

i 21.8

Total current

i 37.0

i 26.9

i 17.8

Deferred:

Federal

i 1.0

i 8.9

i 18.2

State

i 1.5

i 1.0

Foreign

( i 5.2)

( i 0.6)

i 0.6

Total deferred

( i 2.7)

i 9.8

i 19.8

Provision for income taxes

i 34.3

i 36.7

i 37.6

The Company included in the tax provision for the year ended December 31, 2021 an immaterial correction of the rate applied since 2017 to a deferred tax liability associated with an investment in a subsidiary.

Significant components of deferred tax assets and liabilities at December 31, were as follows:


(In millions)	2021		2020
Deferred tax assets attributable to:
Accrued pension and other postretirement benefits	$	i 14.2	$	i 24.2
Accrued expenses and accounts receivable allowances	i 18.6		i 13.0
Net operating loss carryforwards	i 9.5		i 7.1
Inventories	i 9.0		i 8.4
Stock-based compensation	i 3.3		i 3.3
Operating lease liabilities	i 8.9		i 7.3
Research and development credit carryforwards	i 4.6		i 4.1
Foreign tax credit carryforward	i 0.9		i 0.4
Convertible bond	i 15.2		i —
Other	i —		i 1.5
Total deferred tax assets	$	i 84.2	$	i 69.3
Valuation allowance	( i 4.9)		( i 4.6)
Deferred tax assets, net of valuation allowance	$	i 79.3	$	i 64.7
Deferred tax liabilities attributable to:
Investment in subsidiary	$	i 8.7	$	i 13.3
Property, plant and equipment	i 24.9		i 23.2
Goodwill and amortization	i 75.0		i 51.7
Right to use lease assets	i 8.8		i 7.2
Other	i 3.2		i —
Total deferred tax liabilities	$	i 120.6	$	i 95.4
Net deferred tax liabilities	$	( i 41.3)	$	( i 30.7)

Included in deferred tax assets are tax benefits related to net operating loss carryforwards attributable to foreign and domestic operations. At December 31, 2021, the Company had $ i 21.0 million of net operating losses that are available to offset future taxable income in several foreign jurisdictions indefinitely, and $ i 24.4 million of net operating losses that are available to offset future taxable income through 2027. Of the $ i 24.4 million, approximately $ i 23.4 million of net operating losses in Switzerland, the Netherlands, and China are subject to a full valuation allowance, as management has concluded that, based on the available evidence, it is more likely than not that the deferred tax assets will not be fully utilized. During 2021, the Company utilized $ i 1.7 million of net operating losses relating to prior years.

Also included in deferred tax assets at December 31, 2021 are $ i 3.8 million of U.S. state research and development credit carryforwards, which will expire beginning in 2028, if unused.

The effective income tax rate was different from the statutory U.S. federal income tax rate due to the following:

2021

2020

2019

Statutory U.S. federal tax rate

i 21

Net difference resulting from:

Research and development tax credit

( i 4)

( i 5)

( i 4)

Foreign earnings subject to different tax rates

i 3

i 2

i 3

Nondeductible expenses

i 1

i 2

i —

State income taxes

i 2

i 3

Foreign tax credits

( i 2)

( i 4)

Foreign withholding taxes

i 1

Effect of UK law change

i 3

i —

Global intangible low-taxed income (GILTI)

i —

i 3

i 4

Stock based compensation - excess tax benefit

i —

( i 1)

Remeasurement of deferred tax liability

( i 3)

i —

Other

i —

i 2

i —

Total difference

i 1

i 4

i 2

Effective income tax rate

i 22

i 25

i 23

The Company considers the unremitted earnings of certain foreign subsidiaries indefinitely reinvested. With respect to these subsidiaries, the Company had not provided deferred taxes on unremitted earnings of approximately $ i 233 million. The amount of unrecognized deferred tax liabilities that would be owed related to these earnings is approximately $ i 2.5 million.

As of December 31, 2021, the Company has recorded estimated deferred taxes of $ i 9.9 million for income and withholding taxes related to the Company's foreign subsidiaries that are not permanently reinvested.

The Company does not have any unrecognized deferred tax benefits, as the Company does not believe it has any positions that meet the criteria for establishing an uncertain tax position liability.

In our major jurisdictions, including the United States, Belgium, Brazil, the Netherlands, Sweden, and the United Kingdom, tax years are typically subject to examination for three to five years.

NOTE 8. i PENSION AND POST-RETIREMENT AND OTHER BENEFIT PLANS

The Company sponsors qualified and nonqualified defined benefit pension plans that together cover many of its U.S. employees. The plans provide defined benefits based on years of service and final average salary. The Company also sponsors a noncontributory plan that provides post-retirement life insurance benefits ("OPEB") to some of its U.S. employees. Non-U.S. based employees are eligible to participate in either Company-sponsored or government-sponsored benefit plans to which the Company contributes. The Company also sponsors separate defined contribution plans that cover substantially all of its U.S. employees and some non-U.S. employees.

The funded status of is pension plans, together with the associated balances recognized in its consolidated financial statements as of December 31, 2021 and 2020, were as follows:


(In millions)	2021		2020
Projected benefit obligation at January 1	$	i 384.0	$	i 356.3
Service cost	i 2.2		i 2.2
Interest cost	i 6.4		i 8.7
Actuarial (gain) loss	( i 13.8)		i 28.0
Plan participants' contributions	i 0.2		i 0.2
Benefits paid	( i 16.5)		( i 17.4)
Plan amendments	i —		i 0.2
Currency translation adjustments	( i 4.8)		i 5.8
Projected benefit obligation at December 31	$	i 357.7	$	i 384.0
Fair value of plan assets at January 1	$	i 290.8	$	i 281.3
Company contributions	i 13.0		i 12.3
Actual return on plan assets	i 15.3		i 13.7
Plan participants' contributions	i 0.2		i 0.2
Benefits paid	( i 16.5)		( i 17.4)
Currency translation adjustments	( i 1.1)		i 0.7
Fair value of plan assets at December 31	$	i 301.7	$	i 290.8
Funded status of the plans (liability) at December 31	$	( i 56.0)	$	( i 93.2)
Amounts recognized in the Consolidated Balance Sheets at December 31
Other current liabilities	( i 0.9)		( i 1.5)
Accrued pension and other post-retirement benefits, less current portion	( i 55.1)		( i 91.7)
Net amount recognized	$	( i 56.0)	$	( i 93.2)

The liability associated with the OPEB plan included in the consolidated financial statements was $ i 2.6 million and $ i 2.8 million as of December 31, 2021 and 2020, respectively.

Amounts recognized in accumulated other comprehensive loss at December 31, 2021 and 2020 were $ i 196.2 million and $ i 217.6 million, respectively for pensions, and $( i 0.2) million and $( i 0.1) million for the OPEB plan, respectively. These amounts were primarily unrecognized actuarial gains and losses.

The accumulated benefit obligation for all pension plans was $ i 350.6 million and $ i 375.2 million at December 31, 2021 and 2020, respectively. All pension plans had accumulated benefit obligations in excess of plan assets as of December 31, 2021. For the year ended December 31, 2021, accumulated benefit obligation for the pension plans decreased primarily due to actuarial gains incurred from the increase in discount rates driven by an increase in bond yields. For the year ended December 31, 2020, accumulated benefit obligation for the pension plans increased primarily due to actuarial loss incurred from the decrease in discount rates driven by a decrease in bond yields.

Pension costs (income) for the years ended December 31, were as follows:

(In millions)

2021

2020

2019

Service cost

i 2.2

i 2.1

Interest cost

i 6.4

i 8.7

i 11.5

Expected return on plan assets

( i 15.6)

( i 13.1)

( i 15.2)

Amortization of net actuarial loss

i 7.7

i 8.1

i 6.0

Settlement loss recognized

i 0.1

i —

Total costs

i 0.8

i 5.9

i 4.4

OPEB plan costs were not material for the years ended December 31, 2021, 2020, and 2019.

Pre-tax changes in projected benefit obligations and plan assets recognized in other comprehensive loss during 2021 for the OPEB plan were not material and for the pension plans were as follows:


(In millions)	Pensions
Actuarial gain	$	( i 13.5)
Amortization of net actuarial gain	( i 7.8)
Net income recognized in other comprehensive income	$	( i 21.3)
Total recognized in net periodic benefit cost and other comprehensive income	$	( i 20.5)

The Company uses a corridor approach to recognize actuarial gains and losses that result from changes in actuarial assumptions. The corridor approach defers all actuarial gains and losses resulting from changes in assumptions in other accumulated other comprehensive income (loss), such as those related to changes in the discount rate and differences between actual and expected returns on plan assets. These unrecognized gains and losses are amortized when the net gains and losses exceed 10% of the higher of the market-related value of the assets or the projected benefit obligation for each respective plan. The amortization is on a straight-line basis over the life expectancy of the plan’s participants for the frozen plans and the expected remaining service periods for the other plans.

Beginning in 2010, the U.S. defined benefit plans were frozen to new entrants and future benefit accruals for non-union participants were discontinued.

The following weighted-average assumptions were used to determine the benefit obligations for the pension plans:


	2021		2020		2019
Discount rate	i 2.67	%	i 2.31	%	i 2.98	%
Rate of compensation increase	i 3.77	%	i 3.07	%	i 3.09	%

The following weighted-average assumptions were used to determine net periodic benefit cost for the pension plans:


	2021		2020		2019
Discount rate	i 2.32	%	i 2.98	%	i 4.06	%
Rate of compensation increase	i 3.77	%	i 3.07	%	i 3.09	%
Expected rate of return on plan assets	i 5.58	%	i 4.86	%	i 5.63	%

The estimate of the expected rate of return on plan assets is based primarily on the historical performance of plan assets, asset allocation, current market conditions and long-term growth expectations.

Plan assets

The Company's pension investment strategy balances the requirements to generate returns using higher-returning assets, such as equity securities, with the need to control risk in the pension plan with less volatile assets, such as fixed-income securities. Risks include, among others, the likelihood of the pension plans being underfunded, thereby increasing their dependence on Company contributions. The assets are managed by professional investment firms and performance is evaluated against specific benchmarks.

Target asset allocations and actual allocations as of December 31, 2021 and 2020 were as follows:

Target

2021

2020

Equity

i i 10 / % - i i 40 / %

i 36%

i 38%

Fixed income

i i 40 / % - i i 70 / %

i 59%

i 53%

Real estate and other

i i 0 / % - i i 15 / %

i 4%

i 8%

Cash

i i 0 / % - i i 10 / %

i 1%

i 100%

Actual pension plans’ asset holdings by category and level within the fair value hierarchy are presented in the following table:

(In millions)

Total

Level 1

Level 2

Total

Level 1

Level 2

Cash and cash equivalents

i 2.4

i —

i 1.9

i —

Equity securities:

All caps(1)

i 25.6

i —

i 25.6

i 25.4

i —

i 25.4

International(2)

i 64.8

i —

i 64.8

i 71.6

i —

i 71.6

Infrastructure(3)

i 14.8

i —

i 14.2

i —

Fixed income securities:

Government securities(4)

i 34.6

i —

i 34.6

i 25.9

i —

i 25.9

Corporate bonds(5)

i 135.1

i 8.0

i 127.1

i 128.6

i 8.7

i 119.9

Real estate and other investments(6)

i 12.7

i —

i 12.7

i 23.2

i —

i 23.2

Total assets at fair value

i 290.0

i 25.2

i 264.8

i 290.8

i 24.8

i 266.0

Investments valued using NAV as a practical expedient(7)

i 11.8

i —

Total assets

i 301.8

i 290.8

(1)Includes funds that invest in large, medium and small cap equity securities.

(2)Includes funds that invest primarily in international equity securities.

(3)Includes funds that invest primarily in infrastructure equity securities.

(4)Includes U.S. government securities and funds that invest primarily in U.S. government bonds, including treasury inflation protected securities.

(5)Includes funds that invest in investment grade bonds, high yield bonds and mortgage-backed fixed income securities.

(6)Includes funds that invest primarily in REITs, funds that invest in commodities and investments in insurance contracts held by the Company's foreign pension plans.

(7)As of December 31, 2021, the Company elected the practical expedient to characterize certain new investments which are measured at net asset values ("NAV") that have not been classified in the fair value hierarchy.

The fair value of assets classified as Level 1 is based on unadjusted quoted prices in active markets for identical assets. The fair value of assets classified as Level 2 is based on quoted prices for similar assets or based on valuations made using inputs that are either directly or indirectly observable as of the reporting date. As of December 31, 2021, such inputs include net asset values reported at a minimum on a monthly basis by investment funds or contract values provided by the issuing insurance company. The Company is able to sell any of its investment funds with notice of no more than 30 days. For more information on the fair value hierarchy, see Note 15. Fair Value of Financial Instruments.

Contributions

The Company expects to contribute $ i 13.1 million to its pension and other post-retirement benefit plans in 2022. The pension contributions will be primarily for the U.S. qualified pension plan. All of the contributions are expected to be in the form of cash.

Estimated future benefit payments

The following table summarizes expected benefit payments from various pension benefit plans through 2031. Actual benefit payments may differ from expected benefit payments.


(In millions)	Pensions
2022	$	i 17.5
2023	i 18.2
2024	i 19.1
2025	i 20.9
2026	i 19.9
2027-2031	i 99.7

Savings Plans

U.S. and some international employees participate in defined contribution savings plans that the Company sponsors. These plans generally provide company matching contributions on participants’ voluntary contributions and/or company non-elective contributions. Additionally, certain highly compensated employees participate in a non-qualified deferred compensation plan, which also allows for company matching contributions and company non-elective contributions on compensation in excess of the Internal Revenue Code Section 401(a) (17) limit. The expense for matching contributions was $ i 15.9 million, $ i 15.1 million, and $ i 12.9 million in 2021, 2020 and 2019, respectively.

NOTE 9. i ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Accumulated other comprehensive income or loss (“AOCI”) represents the cumulative balance of other comprehensive income, net of tax, as of the Balance Sheet date. For the Company, AOCI is composed of adjustments related to pension and other post-retirement benefits plans, derivatives designated as hedges, and foreign currency translation adjustments. i Changes in the AOCI balances for the years ended December 31, 2021 and 2020 by component are shown in the following table:

Pension and Other Post-retirement Benefits(1)

Derivatives Designated as Hedges(1)

Foreign Currency Translation(1)

Total(1)

(In millions)

Balance as of January 1, 2020

( i 147.0)

i 0.1

( i 45.9)

( i 192.8)

Other comprehensive income (loss) before reclassification

( i 20.4)

( i 5.0)

( i 6.7)

( i 32.1)

Amounts reclassified from accumulated other comprehensive income

i 6.0

i 1.1

( i 2.1)

i 5.0

Balance as of December 31, 2020

( i 161.4)

( i 3.8)

( i 54.7)

( i 219.9)

Other comprehensive income (loss) before reclassification

i 10.1

i 4.3

i 3.1

i 17.5

Amounts reclassified from accumulated other comprehensive income

i 5.8

i 1.3

( i 2.1)

i 5.0

Balance as of December 31, 2021

( i 145.5)

i 1.8

( i 53.7)

( i 197.4)

(1) All amounts are net of income taxes.

Reclassification adjustments from AOCI into earnings for pension and other post-retirement benefits plans for the year ended December 31, 2021 were $ i 7.8 million of charges to pension (income) expense, other than service cost, net of $ i 2.0 million income tax benefit. Reclassification adjustments for derivatives designated as hedges for the year ended December 31, 2021 were $ i 1.8 million of interest expense, net of $ i 0.5 million income tax benefit. Reclassification adjustments for foreign currency translation related to net investment hedges for the year ended December 31, 2021 were $ i 2.9 million of benefit in interest expense, net of $ i 0.8 million in provision for income taxes.

Reclassification adjustments from AOCI into earnings for pension and other post-retirement benefits plans for the year ended December 31, 2020 were $ i 8.1 million of charges to pension (income) expense, other than service cost, net of $ i 2.1 million in provision for income taxes. Reclassification adjustments for derivatives designated as hedges for the year ended December 31, 2020 were $ i 1.5 million of interest expense, net of $ i 0.4 million income tax benefit. Reclassification adjustments for foreign currency translation related to net investment hedges for the year ended December 31, 2020 were $ i 2.9 million of benefit in interest expense, net of $ i 0.8 million in provision for income taxes.

NOTE 10. i STOCK-BASED COMPENSATION

The Company recorded stock-based compensation expense and related income tax effects for the years ended December 31, as follows:


(In millions)	2021		2020		2019
Stock-based compensation expense	$	i 6.5	$	i 1.9	$	i 9.4
Tax benefit (expense) recorded in consolidated statements of income	$	i 2.2	$	( i 0.1)	$	i 4.6

As of December 31, 2021, there was $ i 11.5 million of unrecognized stock-based compensation expense for outstanding awards expected to be recognized over a weighted average period of i 1.9 years.

Incentive Compensation Plan

The Company sponsors a stock-based compensation plan (the “Incentive Compensation Plan”) that provides certain incentives and awards to its officers, employees, directors and consultants. The Incentive Compensation Plan allows the Compensation Committee (the “Committee”) of the Board of Directors to make various types of awards to eligible individuals. Awards that may be issued include common stock, stock options, stock appreciation rights, restricted stock and stock units.

Restricted stock unit awards specify any applicable performance goals, the time and rate of vesting and such other provisions as determined by the Committee. Restricted stock units generally vest after i 3 years of service, but may also vest upon a change of control as defined in the Incentive Compensation Plan. The 2017 Incentive Compensation Plan was approved by stockholders in May 2017. The 2017 Incentive Compensation Plan replaced the prior incentive compensation plan (the “2008 Incentive Compensation Plan”). The aggregate number of shares of common stock that are authorized for issuance under the 2017 Incentive Compensation Plan is (i) i 1,000,000 shares, plus (ii) the number of shares of common stock that remained available for issuance under the 2008 Incentive Compensation Plan on the effective date of the 2017 Incentive Compensation Plan, plus (iii) the number of shares of common stock that were subject to outstanding awards under the 2008 Incentive Compensation Plan on the effective date of the 2017 Incentive Compensation Plan that are canceled, forfeited, returned or withheld without the issuance of shares thereunder.

Impact of Retirement on Outstanding Awards

In the event of an executive officer’s retirement from the Company upon or after attaining age 62 and a specified number of years of service, any nonvested awards remain outstanding after retirement and vest on the originally scheduled vesting date. This permits flexibility in retirement planning, permits the Company to provide an incentive for the vesting period and does not penalize employees who receive awards as incentive compensation when they retire.

Restricted Stock Units

A summary of the nonvested restricted stock units as of December 31, 2021 and changes during the year is presented below:


	Shares	Weighted-Average Grant-Date Fair Value
Nonvested at December 31, 2020	i 394,713	$	i 56.24
Granted	i 119,443	$	i 142.32
Vested	( i 56,572)	$	i 105.11
Forfeited	( i 51,178)	$	i 111.78
Nonvested at December 31, 2021	i 406,406	$	i 70.31

The Company grants time-based and performance-based restricted stock units that typically vest after i three years, but can vary based on the discretion of the Committee. The fair value of these awards is determined using the market value of common stock on the grant date. Compensation cost is recognized over the lesser of the stated vesting period or the period until the employee meets the retirement eligible age and service requirements under the plan.

For performance-based restricted stock units awards made in 2021, 2020, and 2019, the number of shares to be issued is dependent upon performance over the i three year period ending December 31st of the respective term, with respect to cumulative diluted earnings per share from continuing operations and average operating return on invested capital (ROIC). ROIC is defined as net income plus after tax net interest expense divided by average invested capital, which is an average of total shareholders equity plus debt plus future pension expenses held in AOCI less cash and cash equivalents. Based on results achieved in 2021, 2020, and 2019, and the forecasted amounts over the remainder of the performance period, the Company expects to issue a total of i 28,712, i 12,205, i 5,088, and i 3,088, shares at the vesting dates in March 2024, May 2023, March 2023 and April 2022, respectively. Compensation cost has been measured in 2021 based on these expectations.

The following summarizes values for restricted stock activity in each of the years in the three year period ended December 31:


	2021		2020		2019
Weighted-average grant-date fair value of restricted stock units granted	$	i 142.32	$	i 96.81	$	i 91.92
Fair value of restricted stock vested (in millions)	$	i 7.9	$	i 6.5	$	i 20.7

NOTE 11. i STOCKHOLDERS’ EQUITY

The following is a summary of capital stock activity (in shares) for the year ended December 31, 2021:


	Common stock outstanding	Common stock held in treasury
December 31, 2020	i 31,729,736	i 11,871
Stock awards issued	i 40,231	( i 11,871)
December 31, 2021	i 31,769,967	i —

On December 1, 2021, the Board authorized a share repurchase program of up to $ i 30 million of the Company's common stock, effective January 1, 2022 through December 31, 2024, which replaced the prior share repurchase program. Shares may be purchased from time to time in open market transactions, subject to market conditions. Repurchased shares become treasury shares, which are accounted for using the cost method and are intended to be used for future awards under the Incentive Compensation Plan.

On August 10, 2018, the Board authorized a share repurchase program of up to $ i 30 million of the Company's common stock, effective January 1, 2019 through December 31, 2021, which replaced the prior share repurchase program. There were i no share repurchases under this program, which has now terminated.

NOTE 12. i REVENUE RECOGNITION

Transaction price allocated to the remaining performance obligations

The Company has estimated that $ i 1,006.7 million in revenue is expected to be recognized in the future periods related to remaining performance obligations from the Company's contracts with customers outstanding as of December 31, 2021. The Company expects to complete these obligations and recognize i 90% as revenue in 2022, i 9% in 2023, and the remainder after 2023.

Disaggregation of Revenue

In the following table, revenue is disaggregated by type of good or service, primary geographical market, and timing of recognition for each reportable segment. The table also includes a reconciliation of the disaggregated revenue to total revenue of each reportable segment.

December 31,

2021

2020

2019

(In millions)

JBT FoodTech

JBT AeroTech

JBT FoodTech

JBT AeroTech

JBT FoodTech

JBT AeroTech

Type of Good or Service

Recurring (1)

i 661.6

i 178.2

i 610.7

i 155.4

i 586.6

i 200.2

Non-recurring (1)

i 738.8

i 289.3

i 623.8

i 337.9

i 742.8

i 415.7

Total

i 1,400.4

i 467.5

i 1,234.5

i 493.3

i 1,329.4

i 615.9

Geographical Region (2)

North America

i 776.6

i 416.9

i 666.5

i 423.9

i 703.3

i 500.7

Europe, Middle East and Africa

i 364.0

i 38.8

i 365.3

i 41.5

i 376.7

i 81.6

Asia Pacific

i 174.2

i 7.7

i 135.3

i 23.9

i 171.0

i 27.3

Latin America

i 85.6

i 4.1

i 67.4

i 4.0

i 78.4

i 6.3

Total

i 1,400.4

i 467.5

i 1,234.5

i 493.3

i 1,329.4

i 615.9

Timing of Recognition

Point in Time

i 661.1

i 218.1

i 593.5

i 251.7

i 618.1

i 370.1

Over Time

i 739.3

i 249.4

i 641.0

i 241.6

i 711.3

i 245.8

Total

i 1,400.4

i 467.5

i 1,234.5

i 493.3

i 1,329.4

i 615.9

(1) Aftermarket parts and services and operating lease revenues are considered recurring revenue. Non-recurring revenue includes new equipment and installation.

(2) Geographical region represents the region in which the end customer resides.

Contract balances

The timing of revenue recognition, billings and cash collections results in trade receivables, contract assets, and advance and progress payments (contract liabilities). Contract assets exist when revenue recognition occurs prior to billings. Contract assets are transferred to trade receivables when the right to payment becomes unconditional (i.e., when receipt of the amount is dependent only on the passage of time). Conversely, the Company often receives payments from its customers before revenue is recognized, resulting in contract liabilities. These assets and liabilities are reported on the Balance Sheet as contract assets and within advance and progress payments, respectively, on a contract-by-contract net basis at the end of each reporting period.

Contract asset and liability balances for the period were as follows:

Balances as of

(In millions)

Contract Assets

i 94.4

i 68.3

i 74.4

Contract Liabilities

i 178.0

i 123.8

i 92.5

The revenue recognized during the year ended December 31, 2021, 2020 and 2019 that was included in contract liabilities at the beginning of the period amounted to $ i 105.2 million, $ i 74.9 million, and $ i 112.5 million respectively. Additionally, the Company assumed contract liabilities from acquisitions in the amount of $ i 2.5 million in the year 2021 and of $ i 10.1 million in the year 2019. The remainder of change from December 31, 2021, December 31, 2020 and December 31, 2019 is driven by the timing of advance and milestone payments received from customers, customer returns, and fulfillment of performance obligations. There were no significant changes in the contract balances other than those described above.

NOTE 13. i EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share ("EPS") from continuing operations for the respective periods and basic and diluted shares outstanding:

(In millions, except per share data)

2021

2020

2019

Basic earnings per share:

Income from continuing operations

i 118.4

i 108.8

i 129.3

Weighted average number of shares outstanding

i 32.0

i 31.9

Basic earnings per share from continuing operations

i 3.70

i 3.40

i 4.05

Diluted earnings per share:

Income from continuing operations

i 118.4

i 108.8

i 129.3

Weighted average number of shares outstanding

i 32.0

i 31.9

Effect of dilutive securities:

Restricted stock units

i 0.1

Total shares and dilutive securities

i 32.1

i 32.0

Diluted earnings per share from continuing operations

i 3.69

i 3.39

i 4.03

NOTE 14. i DERIVATIVE FINANCIAL INSTRUMENTS AND CREDIT RISK

Derivative financial instruments

All derivatives are recorded as other assets or liabilities in the Balance Sheets at their respective fair values. For derivatives designated as cash flow hedges, the effective portion of the unrealized gain or loss related to the derivatives are recorded in Other comprehensive income (loss) until the transaction affects earnings. The Company assesses both at inception of the hedge and on an ongoing basis, whether the derivative in the hedging transaction has been, and will continue to be, highly effective in offsetting changes in cash flows of the hedged item. Changes in the fair value of derivatives that do not meet the criteria for designation as a hedge are recognized in earnings.

Foreign Exchange: The Company manufactures and sells products in a number of countries throughout the world and, as a result, the Company is exposed to movements in foreign currency exchange rates. The Company's major foreign currency exposures involve the markets in Western Europe, South America and Asia. Some sales and purchase contracts contain embedded derivatives due to the nature of doing business in certain jurisdictions, which the Company takes into consideration as part of its risk management policy. The purpose of foreign currency hedging activities is to manage the economic impact of exchange rate volatility associated with anticipated foreign currency purchases and sales made in the normal course of business. The Company primarily utilizes forward foreign exchange contracts with maturities of less than i 2 years in managing this foreign exchange rate risk. The Company has not designated these forward foreign exchange contracts, which had a notional value at December 31, 2021 of $ i 1,709.7 million, as hedges and therefore does not apply hedge accounting.

The following table presents the fair value of foreign currency derivatives and embedded derivatives included within the Balance Sheets:

(In millions)

Derivative Assets

Derivative Liabilities

Derivative Assets

Derivative Liabilities

Total

i 10.6

i 9.4

i 10.0

i 12.7

A master netting arrangement allows counterparties to net settle amounts owed to each other as a result of separate offsetting derivative transactions. The Company enters into master netting arrangements with its counterparties when possible to mitigate credit risk in derivative transactions by permitting it to net settle for transactions with the same counterparty. However, the Company does not net settle with such counterparties. As a result, the Company presents derivatives at their gross fair values in the Balance Sheets.

As of December 31, 2021 and 2020, information related to these offsetting arrangements was as follows:

(In millions)

Offsetting of Assets

Gross Amounts of Recognized Assets

Gross Amounts Offset in the Consolidated Balance Sheets

Amount Presented in the Consolidated Balance Sheets

Amount Subject to Master Netting Agreement

Net Amount

Derivatives

i 17.5

i —

i 17.5

( i 7.3)

i 10.2

Offsetting of Liabilities

Gross Amounts of Recognized Liabilities

Gross Amounts Offset in the Consolidated Balance Sheets

Amount Presented in the Consolidated Balance Sheets

Amount Subject to Master Netting Agreement

Net Amount

Derivatives

i 9.1

i —

i 9.1

( i 7.3)

i 1.8

(In millions)

Offsetting of Assets

Gross Amounts of Recognized Assets

Gross Amounts Offset in the Consolidated Balance Sheets

Amount Presented in the Consolidated Balance Sheets

Amount Subject to Master Netting Agreement

Net Amount

Derivatives

i 10.0

i —

i 10.0

( i 8.6)

i 1.4

Offsetting of Liabilities

Gross Amounts of Recognized Liabilities

Gross Amounts Offset in the Consolidated Balance Sheets

Amount Presented in the Consolidated Balance Sheets

Amount Subject to Master Netting Agreement

Net Amount

Derivatives

i 16.6

i —

i 16.6

( i 8.6)

i 8.0

The following table presents the location and amount of the loss on foreign currency derivatives and on the remeasurement of assets and liabilities denominated in foreign currencies, as well as the net impact recognized in the Consolidated Statements of Income:

Derivatives not designated as hedging instruments

Location of Gain (Loss) Recognized in Income

Amount of Gain (Loss) Recognized in Income

(In millions)

2021

2020

2019

Foreign exchange contracts

Revenue

( i 1.1)

i 2.7

( i 2.7)

Foreign exchange contracts

Cost of sales

( i 0.1)

( i 3.1)

i 1.1

Foreign exchange contracts

Selling, general and administrative expense

i 1.0

i 2.5

( i 1.7)

Total

( i 0.2)

i 2.1

( i 3.3)

Remeasurement of assets and liabilities in foreign currencies

( i 0.8)

( i 3.1)

i 1.1

Net loss on foreign currency transactions

( i 1.0)

( i 2.2)

Interest Rates: The Company has entered into i four interest rate swaps executed in March 2020 with a combined notional amount of $ i 200 million expiring in April 2025, and i one interest rate swap executed in May 2020 with a notional amount of $ i 50 million expiring in May 2025. These interest rate swaps fix the interest rate applicable to certain of the Company's variable-rate debt. The agreements swap one-month LIBOR for fixed rates. The Company has designated these swaps as cash flow hedges and all changes in fair value of the swaps are recognized in accumulated other comprehensive income (loss).

At December 31, 2021, the fair value of these derivatives designated as cash flow hedges were recorded in the Balance Sheet as other assets of $ i 2.4 million and as accumulated other comprehensive income, net of tax, of $ i 1.7 million.

Net Investment hedges: The Company has entered into cross currency swap agreements that synthetically swap $ i 116.4 million of fixed rate debt to Euro denominated fixed rate debt. The agreements are designated as net investment hedges for accounting purposes. Accordingly, the gains or losses on these derivative instruments are included in the foreign currency translation component of other

comprehensive income until the net investment is sold, diluted, or liquidated. Coupons received for the cross currency swaps are excluded from the net investment hedge effectiveness assessment and are recorded in interest expense, net on the Consolidated Statements of Income. For the year ended December 31, 2021, gains recorded in interest expense, net under the cross currency swap agreements were $ i 2.9 million.

At December 31, 2021, the fair value of these derivatives designated as net investment hedges were recorded in the Balance Sheet as other assets of $ i 5.5 million and as accumulated other comprehensive income, net of tax, of $ i 4.1 million.

Refer to Note 15. Fair Value of Financial Instruments, for a description of how the values of the above financial instruments are determined.

Credit risk

By their nature, financial instruments involve risk including credit risk for non-performance by counterparties. Financial instruments that potentially subject the Company to credit risk primarily consist of trade receivables and derivative contracts. The Company manages the credit risk on financial instruments by transacting only with financially secure counterparties, requiring credit approvals and establishing credit limits, and monitoring counterparties’ financial condition. The Company's maximum exposure to credit loss in the event of non-performance by the counterparty, for all receivables and derivative contracts as of December 31, 2021, is limited to the amount outstanding on the financial instrument. Allowances for losses are established based on collectability assessments.

NOTE 15. i FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows:

•Level 1: Unadjusted quoted prices in active markets for identical assets and liabilities that the Company can assess at the measurement date.

•Level 2: Observable inputs other than those included in Level 1 that are observable for the asset or liability, either directly or indirectly. For example, quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.

•Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.

Financial assets and financial liabilities measured at fair value on a recurring basis are as follows:

(In millions)

Total

Level 1

Level 2

Level 3

Total

Level 1

Level 2

Level 3

Assets:

Investments

i 13.5

i —

i 12.3

i —

Derivatives

i 18.4

i —

i 18.4

i 10.0

i —

i 10.0

Total assets

i 31.9

i 13.5

i 18.4

i —

i 22.3

i 12.3

i 10.0

i —

Liabilities:

Derivatives

i 9.4

i —

i 9.4

i —

i 18.8

i —

i 18.8

i —

Contingent Consideration

i —

i 19.1

i —

i 19.1

Total liabilities

i 9.4

i —

i 9.4

i —

i 37.9

i —

i 18.8

i 19.1

Investments represent securities held in a trust for the non-qualified deferred compensation plan. Investments are classified as trading securities and are valued based on quoted prices in active markets for identical assets that the Company has the ability to access. Investments are reported separately in Other assets on the Balance Sheets. Investments include an unrealized gain of $ i 0.5 million as of December 31, 2021 and unrealized gain of $ i 1.1 million as of December 31, 2020.

The Company uses the income approach to measure the fair value of derivative instruments on a recurring basis. This approach calculates the present value of the future cash flow by measuring the change between the derivative contract rate and the published

market indicative currency rate, multiplied by the contract notional values, and applying an appropriate discount rate as well as a factor of credit risk.

The purchase agreement for the Company's acquisition of Proseal, in the second quarter of 2019, included contingent consideration due to the sellers of Proseal upon achievement of certain earnings targets. The contingent consideration obligation included in the Balance Sheet as other current liabilities as of December 31, 2020 was paid during the quarter ended June 30, 2021.

Following table provides a summary of changes in fair value of contingent consideration during the year ended December 31, 2021:


	For year ended
	December 31, 2021		December 31, 2020
Beginning balance	$	i 19.1	$	i 17.4
Measurement adjustments recorded to earnings	i —		i 1.1
Cash Payments	( i 19.4)		i —
Foreign currency translation adjustment	i 0.3		i 0.6
Ending balance	$	i —	$	i 19.1

The carrying amounts of cash and cash equivalents, trade receivables and payables, as well as financial instruments included in other current assets and other current liabilities, approximate fair values because of their short-term maturities.

The carrying values and the estimated fair values of debt financial instruments as of December 31 are as follows:

2021

2020

(In millions)

Carrying
Value

Estimated
Fair Value

Carrying
Value

Estimated
Fair Value

Convertible senior notes

i 392.7

i 448.8

i —

Revolving credit facility, expires December 14, 2026

i 282.9

i 523.9

Other

i —

i 2.4

The carrying values of the Company's revolving credit facility recorded in long-term debt on the Balance Sheet approximate their fair values due to their variable interest rates. The fair value of the Convertible senior notes is estimated using Level 2 inputs as they are not registered securities nor listed on any securities exchange but may be traded by qualified institutional buyers.

NOTE 16. i COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Company is at times subject to pending and threatened legal actions, some for which the relief or damages sought may be substantial. Although the Company is not able to predict the outcome of such actions, after reviewing all pending and threatened actions with counsel and based on information currently available, management believes that the outcome of such actions, individually or in the aggregate, will not have a material adverse effect on results of operations or financial position. However, it is possible that the ultimate resolution of such matters, if unfavorable, may be material to results of operations in a particular future period as the time and amount of any resolution of such actions and its relationship to the future results of operations are not currently known.

Guarantees and Product Warranties

In the ordinary course of business with customers, vendors and others, the Company issues standby letters of credit, performance bonds, surety bonds and other guarantees. These financial instruments, which totaled approximately $ i 145.3 million at December 31, 2021, represent guarantees of future performance. The Company also has provided approximately $ i 6.3 million of bank guarantees and letters of credit to secure a portion of its existing financial obligations. The majority of these financial instruments expire within i two years; the Company expects to replace them through the issuance of new or the extension of existing letters of credit and surety bonds.

In some instances, the Company guarantees its customers’ financing arrangements. The Company is responsible for payment of any unpaid amounts but will receive indemnification from third parties for i ninety-five percent of the contract values. In addition, the

Company generally retains recourse to the equipment sold. As of December 31, 2021, the gross value of such arrangements was $ i 0.7 million, of which the Company's net exposure under such guarantees was less than $ i 0.1 million.

The Company provides warranties of various lengths and terms to certain customers based on standard terms and conditions and negotiated agreements. The Company provides for the estimated cost of warranties at the time revenue is recognized for products where reliable, historical experience of warranty claims and costs exists. The Company also provides a warranty liability when additional specific obligations are identified. The warranty obligation reflected in other current liabilities in the consolidated balance sheets is based on historical experience by product and considers failure rates and the related costs in correcting a product failure. i Warranty cost and accrual information were as follows:


(In millions)	2021		2020
Balance at beginning of the year	$	i 11.5	$	i 12.0
Expenses for new warranties	i 12.6		i 12.4
Adjustments to existing accruals	( i 0.9)		( i 0.9)
Claims paid	( i 10.5)		( i 12.4)
Added through acquisition	i 0.3		i —
Translation	( i 0.3)		i 0.4
Balance at end of year	$	i 12.7	$	i 11.5

NOTE 17. i i LEASES /

Lessee Accounting

Operating Leases:

The Company's lease cost for the year ended December 31, 2021 was $ i 17.3 million, including variable lease cost of $ i 2.1 million and short-term lease cost of $ i 1.3 million. The Company's lease cost for the year ended December 31, 2020 was $ i 16.3 million, including variable lease cost of $ i 1.6 million and short-term lease cost of $ i 1.0 million. The Company's lease cost for the year ended December 31, 2019 was $ i 14.1 million, including variable lease cost of $ i 1.0 million and an immaterial short-term lease cost. Sub-lease income were immaterial for the years ended December 31, 2021, 2020, and 2019.

The following tables provide the required information regarding operating leases for which the Company is lessee:


	Balance as of
(In millions)	December 31, 2021			December 31, 2020
Assets
ROU assets	$	i 33.5		$	i 27.0
Total ROU assets	$	i 33.5		$	i 27.0

Liabilities
Current	$	i 10.2		$	i 9.0
Non-current	i 25.2			i 19.7
Total lease liabilities	$	i 35.4		$	i 28.7

Weighted-average remaining lease term (years)	i 4.5			i 4.5
Weighted-average discount rate	i 4.2		%	i 5.1		%

The majority of ROU assets and lease liabilities, approximately i 85%, relate to real estate leases, with the remaining amount primarily comprised of vehicle leases.

Maturity of Operating Lease Liabilities as of December 31, 2021, in millions:


Year 1(a)	$	i 11.3
Year 2	i 8.8
Year 3	i 6.6
Year 4	i 5.6
Year 5	i 3.0
After Year 5	i 3.7
Total lease payments	$	i 39.0
Less: Interest on lease payments	( i 3.6)
Present value of lease liabilities	$	i 35.4

(a) Represents the next 12 months

Other Information for Operating Leases:

Year-to-Date

(In millions)

Operating cash flows from operating leases

i 13.3

i 12.9

i 13.3

ROU assets arising from obtaining new operating lease obligations

i 19.1

i 4.8

i 10.9

Refer to Note 21. Related Party Transactions for details of operating lease agreements with related parties.

Finance Leases:

The Company's real estate leases for which it is the lessee for an indefinite lease term are classified as financing. The ROU asset balance for these leases, included in property, plant, and equipment, net in the Balance Sheet, is $ i 3.2 million and $ i 3.3 million as of December 31, 2021 and December 31, 2020, respectively. These finance leases have i no lease liability outstanding as of December 31, 2021 as no amounts are due under the lease. The reduction in the carrying amount of the ROU asset balance for the years ended December 31, 2021, 2020, and 2019 was immaterial.

Lessor Accounting

Operating Leases:

The following tables provide the required information regarding operating leases for which the Company is lessor.

Operating Lease Revenue:

(In millions)

Fixed payment revenue

i 66.3

i 66.7

i 67.7

Variable payment revenue

i 24.9

i 14.0

i 18.0

Total

i 91.2

i 80.7

i 85.7

Operating Lessor Maturity Analysis as of December 31, 2021, in millions:


Less than 1 Year(a)	$	i 52.6
Year 1	i 37.2
Year 2	i 26.8
Year 3	i 18.5
Year 4	i 12.6
Year 5	i 5.4
After Year 5	i 3.8
Total lease receivables	$	i 156.9

(a) Represents the next 12 months

Sales-Type Leases:

Sales-Type Lessor Maturity Analysis as of December 31, 2021, in millions:


Less than 1 Year(a)	$	i 5.0
Year 1	i 1.6
Year 2	i 0.3
Year 3	i 0.6
Total lease receivables	$	i 7.5

(a) Represents the next 12 months

Sales-type lease revenue was $ i 11.7 million, $ i 8.3 million, and $ i 5.6 million for the years ended December 31, 2021, 2020, and 2019 respectively. The current portion of the net investment in sales-type leases is included in trade receivables and the portion due after one year is included in other long-term assets in the Balance Sheet.

NOTE 18. i BUSINESS SEGMENTS

Operating segments for the Company are determined based on information used by the chief operating decision maker (CODM) in deciding how to evaluate performance and allocate resources to each of the segments. JBT’s CODM is the Chief Executive Officer (CEO). While there are many measures the CEO reviews in this capacity, the key segment measures reviewed include operating profit, EBITDA, adjusted when applicable, and EBITDA margins.

Reportable segments are:

•JBT FoodTech—provides comprehensive solutions throughout the food production value chain extending from primary processing through packaging systems for a large variety of food and beverage groups, including poultry, beef, pork, seafood, ready-to-eat meals, fruits, vegetables, dairy, bakery, pet foods, soups, sauces, and juices.

•JBT AeroTech— supplies customized solutions and services used for applications in the air transportation industry, including airport authorities, airlines, airfreight, ground handling companies, militaries and defense contractors.

Segment operating profit is defined as total segment revenue less segment operating expenses. The following items have been excluded in computing segment operating profit: corporate expense, restructuring costs, interest income and expense, and income taxes. See the table below for further details on corporate expense.

Segment revenue and segment operating profit

Segment operating profit is defined as total segment revenue less segment operating expenses. Business segment information is as follows:

(In millions)

2021

2020

2019

Revenue

JBT FoodTech

i 1,400.4

i 1,234.5

i 1,329.4

JBT AeroTech

i 467.5

i 493.3

i 615.9

Other revenue

i 0.4

i —

i 0.4

Total revenue

i 1,868.3

i 1,727.8

i 1,945.7

Income before income taxes

Segment operating profit:

JBT FoodTech

i 187.0

i 170.6

i 184.7

JBT AeroTech

i 32.6

i 52.9

i 78.9

Total segment operating profit

i 219.6

i 223.5

i 263.6

Corporate items:

Corporate expense (1)

i 53.9

i 48.3

i 61.9

Restructuring expense (2)

i 5.6

i 12.1

i 13.5

Operating income

i 160.1

i 163.1

i 188.2

Pension (income) expense, other than service cost

( i 1.3)

i 3.7

i 2.5

Net interest expense

i 8.7

i 13.9

i 18.8

Income from continuing operations before income taxes

i 152.7

i 145.5

i 166.9

Provision for income taxes

i 34.3

i 36.7

i 37.6

Income from continuing operations

i 118.4

i 108.8

i 129.3

Loss from discontinued operations, net of income taxes

i —

i 0.3

Net income

i 118.4

i 108.8

i 129.0

(1)Corporate expense generally includes corporate staff-related expense, stock-based compensation, LIFO adjustments, certain foreign currency-related gains and losses, and the impact of unusual or strategic transactions not representative of segment operations.

(2)Refer to Note 19. Restructuring for further information on restructuring expense.

Segment operating capital employed and segment assets

(In millions)

2021

2020

2019

Segment operating capital employed (1):

JBT FoodTech

i 1,310.2

i 1,145.4

i 1,200.3

JBT AeroTech

i 184.1

i 208.1

i 241.7

Total segment operating capital employed

i 1,494.3

i 1,353.5

i 1,442.0

Segment liabilities included in total segment operating capital employed (2)

i 522.0

i 406.1

i 436.9

Corporate (3)

i 125.1

i 46.3

i 36.0

Total assets

i 2,141.4

i 1,805.9

i 1,914.9

Segment assets:

JBT FoodTech

i 1,730.9

i 1,468.9

i 1,528.4

JBT AeroTech

i 285.4

i 290.7

i 350.5

Total segment assets

i 2,016.3

i 1,759.6

i 1,878.9

Corporate (3)

i 125.1

i 46.3

i 36.0

Total assets

i 2,141.4

i 1,805.9

i 1,914.9

(1)Management views segment operating capital employed, which consists of segment assets, net of its liabilities, as the primary measure of segment capital. Segment operating capital employed excludes debt, pension liabilities, restructuring reserves, income taxes and LIFO inventory reserves.

(2)Segment liabilities included in total segment operating capital employed consist of trade and other accounts payable, advance and progress payments, accrued payroll and other liabilities.

(3)Corporate includes cash, LIFO inventory reserves, income tax balances, investments, and property, plant and equipment not associated with a specific segment.

Geographic segment information

Geographic segment sales were identified based on the location where the Company's products and services were delivered. Geographic segment long-lived assets include property, plant and equipment, net and certain other non-current assets.

(In millions)

2021

2020

2019

Revenue (by location of customers):

United States

i 1,137.5

i 1,034.0

i 1,133.7

All other countries

i 730.8

i 693.8

i 812.0

Total revenue

i 1,868.3

i 1,727.8

i 1,945.7

(In millions)

2021

2020

2019

Long-lived assets:

United States

i 212.9

i 181.9

i 180.6

United Kingdom

i 27.5

i 29.8

i 27.4

All other countries

i 80.0

i 79.9

i 77.5

Total long-lived assets

i 320.4

i 291.6

i 285.5

Other business segment information

Capital Expenditures

Depreciation and Amortization

(In millions)

2021

2020

2019

2021

2020

2019

JBT FoodTech

i 35.1

i 27.9

i 29.9

i 69.0

i 63.6

i 58.1

JBT AeroTech

i 1.6

i 2.1

i 5.6

i 4.5

i 5.5

i 4.7

Corporate

i 17.4

i 4.3

i 2.4

i 3.3

i 2.7

i 2.8

Total

i 54.1

i 34.3

i 37.9

i 76.8

i 71.8

i 65.6

NOTE 19. i RESTRUCTURING

Restructuring charges primarily consist of employee separation benefits under existing severance programs, foreign statutory termination benefits, certain one-time termination benefits, contract termination costs, asset impairment charges and other costs that are associated with restructuring actions. Certain restructuring charges are accrued prior to payments made in accordance with applicable guidance. For such charges, the amounts are determined based on estimates prepared at the time the restructuring actions were approved by management. Inventory write offs due to restructuring are reported in Cost of products and are included in each segment's operating profit given the nature of the item. All other restructuring charges that are reported as Restructuring expenses are excluded from the calculation of each segment's operating profit.

In the first quarter of 2018, the Company implemented a restructuring plan ("2018 restructuring plan") to address its global processes to flatten the organization, improve efficiency and better leverage general and administrative resources primarily within the JBT FoodTech segment. The Company recognized cumulative restructuring charges of $ i 62.2 million, net of cumulative releases of the related liability of $ i 11.9 million. The Company completed this plan in the third quarter of 2020 and transferred the remaining liability into the 2020 restructuring plan in the fourth quarter of 2020.

In the first quarter of 2020, the Company implemented an immaterial restructuring plan primarily within the JBT AeroTech segment. The Company recognized cumulative restructuring charges of $ i 2.4 million related to severance, net of a cumulative release of related liability of $ i 0.2 million. The Company completed this plan in the third quarter of 2020 and transferred the remaining liability into the 2020 restructuring plan in the fourth quarter of 2020.

In the third quarter of 2020, the Company implemented a restructuring plan ("2020 restructuring plan") for manufacturing capacity rationalization affecting both the JBT FoodTech and JBT AeroTech segments. During the third quarter of 2021, the Company had revised its total estimated costs in connection with this plan, with the original estimate of $ i 9 million to $ i 10 million for FoodTech to be recognized by end of 2021, to a range of $ i 10 million to $ i 11 million to be completed by second quarter of 2022. These changes are due to a delay in transfer of the manufacturing process under this plan. The total estimated cost for AeroTech in connection with this plan is approximately $ i 6 million. The Company recognized restructuring charges of $ i 17.2 million, net of a cumulative release of the related liability of $ i 1.5 million, through December 31, 2021.

The following table details the cumulative restructuring charges reported in operating income for the active restructuring plans since the implementation of these plans:

Cumulative Amount

As of the Quarter Ended

Cumulative Amount

(In millions)

Balance as of December 31, 2020

Balance as of December 31, 2021

2020 restructuring plan

Severance and related expense

i 7.0

i 0.2

i 0.8

i 0.2

i 1.0

i 9.2

Inventory write-off

i 1.9

i —

i 0.2

i 2.1

Employee overlap costs

i 0.3

i 0.4

i 0.3

i 0.7

i 0.4

i 2.1

Retention bonus

i 0.3

i 0.4

i —

i 0.1

( i 0.3)

i 0.5

Other

i 0.7

i 0.2

i 0.5

i 0.2

i 1.7

i 3.3

Total Restructuring charges

i 10.2

i 1.2

i 1.6

i 1.2

i 3.0

i 17.2

Restructuring charges, net of related release of liability, is reported within the following financial statement line items of the accompanying Consolidated Statements of Income:

Twelve Months Ended December 31,

(In millions)

2021

2020

2019

Cost of products(1)

i 0.2

i 1.9

i —

Restructuring expense

i 5.6

i 12.1

i 13.5

Total restructuring charge

i 5.8

i 14.0

i 13.5

(1) Restructuring charge reported in Cost of products is related to an inventory write-off resulting from the 2020 restructuring plan.

Liability balances for restructuring activities are included in other current liabilities in the accompanying Balance Sheets. i The table below details the restructuring activities for the year ended December 31, 2021:

Impacts to earnings

(In millions)

Balance as of December 31, 2020

Charged to Earnings

Releases

Cash Payments

Balance as of December 31, 2021

2020 restructuring plan

Severance and related expense

i 3.7

i 2.2

( i 1.1)

( i 4.1)

i 0.7

Employee overlap costs

i —

i 1.8

i —

( i 1.8)

i —

Retention bonus

i 0.1

i 0.2

( i 0.1)

i 0.1

Other

i 0.2

i 2.6

i —

( i 2.8)

i —

Total

i 4.0

i 6.8

( i 1.2)

( i 8.8)

i 0.8

The Company released $ i 1.2 million of the liability during the year ended December 31, 2021 which it no longer expects to pay in connection with the 2020 restructuring plan due to actual severance payments differing from the original estimates and natural attrition of employees.

NOTE 20. i MANAGEMENT SUCCESSION COSTS

On September 24, 2020, the Company initiated a management succession plan after Tom Giacomini, the Company's former CEO, resigned from the Company. In connection with this succession plan, the Company entered into a separation agreement with Mr. Giacomini that provided for a lump sum separation payment of $ i 6.4 million. This separation cost of $ i 6.4 million was paid and recognized as Selling, general, and administrative expense in the consolidated statement of income during the year ended December 31, 2020.

In connection with Mr. Giacomini’s departure from the Company, i 96,427 nonvested shares under the Company’s stock-based compensation plans were forfeited. Accordingly, the Company recorded a benefit of $ i 2.9 million associated with the reversal of previously accrued amounts for these unvested shares as stock based compensation expense within Selling, general, and administrative expense during the year ended December 31, 2020.

In December 2020, our Board of Directors named Brian Deck, former Executive Vice President and Chief Financial Officer, as the President and Chief Executive Officer, and Matt Meister, former Vice President and Chief Financial Officer for JBT Protein, as the Executive Vice President and Chief Financial Officer of the Company. In connection with these transitions, the Company recognized a one-time compensation cost of $ i 0.5 million and other related costs of $ i 0.8 million as Selling, general, and administrative expense in the consolidated statement of income during the year ended December 31, 2020.

NOTE 21. i RELATED PARTY TRANSACTIONS

The Company has entered into an agreement to lease a manufacturing facility in Columbus, Ohio from an entity owned by certain of the Company's employees who were former owners or employees of its newly acquired business. The lease commenced on September 1, 2019, with an i eight year term. The operating lease right-of-use asset and the lease liability related to this agreement is $ i 3.1 million and $ i 3.4 million, respectively, as of December 31, 2021.

Schedule II—Valuation and Qualifying Accounts

(In thousands)

Additions

Description

Balance at
beginning
of period

Charged to
costs and
expenses

Charged to other accounts(a)

Deductions and other(b)

Balance
at end
of period

Year ended December 31, 2019:

Allowance for doubtful accounts

i 3,698

i 2,064

i —

i 1,438

i 4,324

Valuation allowance for deferred tax assets

i 3,861

i —

i 37

i —

i 3,898

Year ended December 31, 2020:

Allowance for credit losses

i 4,324

i 1,846

i 954

i 1,845

i 5,279

Valuation allowance for deferred tax assets

i 3,898

i —

i 719

i —

i 4,617

Year ended December 31, 2021:

Allowance for credit losses

i 5,279

i 2,027

i —

i 1,260

i 6,046

Valuation allowance for deferred tax assets

i 4,617

i 270

i 4,887

(a) "Additions charged to other accounts" includes allowances added through business combinations and allowance for credit losses charged to retained earnings upon adoption of ASC 326 as of January 1, 2020.

(b) “Deductions and other” includes translation adjustments, write-offs, net of recoveries, and reductions in the allowances credited to expense.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

(a)Disclosure Controls and Procedures

As of the end of the period covered by this Annual Report on Form 10-K, management of the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures were effective as of December 31, 2021 to ensure that information required to be disclosed in reports the Company files or submits under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, and (2) accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

(b)Management’s Annual Report on Internal Control over Financial Reporting

Internal control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Securities Exchange Act of 1934) is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles (GAAP) and includes those policies and procedures that:

(i)pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets of the Company;

(ii)provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

(iii)provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on that evaluation, management concluded that the Company’s internal control over financial reporting is effective as of December 31, 2021, based on the criteria in Internal Control Integrated Framework issued by the COSO.

We excluded CMS Technology, Inc (“Prevenio”), Urtasun Tecnología Alimentaria S.L. (“Urtasun”), and AutoCoding Systems Ltd. (“ACS”) from our assessment of internal control over financial reporting as of December 31, 2021 because these entities were acquired by the Company in purchase business combinations during 2021. The total assets and total revenues of Prevenio, Urtasun, and ACS, wholly-owned subsidiaries, excluded from our assessment represent 2.2% and 1.6%, respectively, of the related consolidated amounts as of and for the year-end ended December 31, 2021.

Attestation Report of the Registered Public Accounting Firm

PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm, has audited the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021, as stated in their report which is included on page 50.

(c)Changes in Internal Control over Financial Reporting

In the ordinary course of business, the Company reviews its internal control over financial reporting and makes changes to its systems and processes to improve such controls and increase efficiency, while ensuring that the Company maintains effective internal control over financial reporting. Changes may include such activities as implementing new, more efficient systems, automating manual processes and updating existing systems.

There were no changes in our internal control over financial reporting identified in the evaluation for the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act.

ITEM 9B. OTHER INFORMATION

None.

Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not Applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The Company has a code of ethics entitled the “Code of Business Conduct and Ethics” that applies to employees, including principal executive and financial officers (including the principal executive officer, principal financial officer and principal accounting officer) as well as directors. A copy of the Code of Business Conduct and Ethics may be found on the Company's website at www.jbtc.com under About Us / Corporate Governance and is available in print to stockholders without charge by submitting a request to the General Counsel and Assistant Secretary of JBT Corporation, 70 West Madison Street, Suite 4400, Chicago, Illinois 60602.

The Company also elects to disclose the information required by Form 8-K, Item 5.05, “Amendments to the registrant’s code of ethics, or waiver of a provision of the code of ethics,” through the Company's website at www.jbtc.com, and such information will remain available on the website for at least a twelve-month period.

Information regarding the Company's executive officers is presented in the section entitled “Information about our Executive Officers” in Part I of this Annual Report on Form 10-K.

Other information required by this Item can be found in the Proxy Statement for the Company's 2022 Annual Meeting of Stockholders and is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

Information required by this item can be found in the sections entitled “Director Compensation,” “Compensation Committee Interlocks and Insider Participation in Compensation Decisions,” “Executive Compensation” and "Compensation Tables and Explanatory Information" of the Proxy Statement for the Company's 2022 Annual Meeting of Stockholders and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information required by this item can be found in the sections entitled “Security Ownership of John Bean Technologies Corporation” and "Compensation Tables and Explanatory Information - Securities Authorized for Issuance Under Equity Compensation Plans Table" of the Proxy Statement for the Company's 2022 Annual Meeting of Stockholders and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information required by this item can be found in the sections entitled “Transactions with Related Persons” and “Director Independence” of the Proxy Statement for the Company's 2022 Annual Meeting of Stockholders and is incorporated herein by reference.

100

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information required by this item can be found in the section entitled “Ratification of Appointment of Independent Registered Public Accounting Firm” of the Proxy Statement for the Company's 2022 Annual Meeting of Stockholders and is incorporated herein by reference.

101

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)The following documents are filed as part of this Report:

1.Financial Statements: The consolidated financial statements required to be filed in this Annual Report on Form 10-K are listed below and appear on pages 53 through 92 herein:

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


Report of Independent Registered Public Accounting Firm (PCAOB ID i 238 and i 185)			49
Consolidated Statements of Income for the Years Ended December 31, 2021, 2020 and 2019			53
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2021, 2020 and 2019			54
Consolidated Balance Sheets as of December 31, 2021 and 2020			55
Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020 and 2019			56
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2021, 2020 and 2019			57
Notes to Consolidated Financial Statements			58

2.Financial Statement Schedule: Schedule II—Valuation and Qualifying Accounts is included in this Annual Report on Form 10-K on page 92. All other schedules are omitted because of the absence of conditions under which they are required or because information called for is shown in the consolidated financial statements and notes thereto in Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K.

3.Exhibits:

See Index of Exhibits below for a list of the exhibits being filed or furnished with or incorporated by reference to this Annual Report on Form 10-K.

102

INDEX OF EXHIBITS


Exhibit Number						Exhibit Description

2.1						Separation and Distribution Agreement between FMC Technologies, Inc. and John Bean Technologies Corporation (“JBT Corporation”), incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed with the SEC on August 6, 2008.

2.1A						Amendment to Separation and Distribution Agreement between FMC Technologies, Inc. and John Bean Technologies Corporation, incorporated by reference to Exhibit 2.1A to our Quarterly Report on Form 10-Q filed with the SEC on November 4, 2010.

3.1						Amended and Restated Certificate of Incorporation of JBT Corporation, incorporated by reference to Exhibit 3.1 to our Annual Report on Form 10-K filed with the SEC on March 11, 2009.

3.2						Third Amended and Restated Bylaws of John Bean Technologies Corporation incorporated by reference to Exhibit 3.7 of the registrant’s Current Report on Form 8-K filed on December 6, 2016.

3.3						Amendment No. 1 to Third Amended and Restated Bylaws of John Bean Technologies Corporation incorporated by reference to Exhibit 3.1 of the registrant's Current Report on Form 8-K filed with the SEC on April 9, 2020.

4.1						Specimen common stock certificate of JBT Corporation, incorporated by reference to Exhibit 4.1 to Amendment No. 3 to our Form 10/A filed with the SEC on July 3, 2008.

4.2*						Description of common stock.

4.3						Form of Bond Hedge Confirmation, incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on May 28, 2021.

4.4						Form of Warrant Confirmation, incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed with the SEC on May 28, 2021.

4.5						Indenture, dated as of May 28, 2021, by and among John Bean Technologies Corporation and Wilmington Trust, National Association, as trustee, incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on May 28, 2021 .

10.1*						Amended and Restated Credit Agreement, dated December 14, 2021, by and among John Bean Technologies Corporation, John Bean Technologies Europe B.V., Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto. 1

10.2						Trademark License Agreement between JBT Corporation and FMC Technologies, Inc., incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on August 6, 2008.

10.3						Trademark Assignment and Coexistence Agreement between JBT Corporation and FMC Technologies, Inc., incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed with the SEC on August 6, 2008.

10.4						John Bean Technologies Corporation Non-Qualified Savings and Investment Plan As Amended and Restated, Effective January 1, 2019, incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on November 2, 2018.2

10.5						First Amendment of John Bean Technologies Corporation Non-Qualified Savings and Investment Plan, incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q filed on October 31, 2019.2

10.6						Second Amendment of John Bean Technologies Corporation Non-Qualified Savings and Investment Plan, incorporated by reference to Exhibit 10.21A to our Annual Report on Form 10-K filed with the SEC on March 2, 2020.2

103


10.7						JBT Corporation Salaried Employees’ Equivalent Retirement Plan, incorporated by reference to Exhibit 10.7 to our Current Report on Form 8-K filed with the SEC on August 6, 2008.2

10.7A						First Amendment of JBT Corporation Salaried Employees’ Equivalent Retirement Plan, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on September 15, 2009.2

10.7B						Second Amendment of JBT Corporation Salaried Employees’ Equivalent Retirement Plan, incorporated by reference to Exhibit 10.6 to our Quarterly Report on Form 10-Q filed with the SEC on November 6, 2009.2

10.8						Form of Amended and Restated JBT Corporation Executive Severance Agreement, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on December 21, 2011.2

10.9						Form of First Amendment to John Bean Technologies Corporation Amended and Restated Executive Severance Agreement, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on January 2, 2013.2

10.10						Amended and Restated John Bean Technologies Corporation Employees’ Retirement Program - Part I Salaried and Nonunion Hourly Employees’ Retirement Program - Part II Union Hourly Employees’ Retirement Program incorporated by reference to Exhibit 10.11F to our Quarterly Report on Form 10-Q filed with the SEC on August 8, 2012.2

10.10A						First Amendment of Amended and Restated John Bean Technologies Corporation Employees’ Retirement Program - Part I Salaried and Nonunion Hourly Employees’ Retirement Program incorporated by reference to Exhibit 10.11G to our Annual Report on Form 10-K filed with the SEC on March 7, 2014.2

10.10B						Second Amendment of John Bean Technologies Corporation Employee's Retirement Program - Part I Salaried and Nonunion Hourly Employees' Retirement Plan (as Amended and Restated Effective as of January 1, 2012) incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the SEC on October 29, 2015.2

10.10C						Third Amendment of John Bean Technologies Corporation Employees' Retirement Program Part I Salaried and Nonunion Hourly Employees’ Retirement Plan (as Amended and Restated Effective as of January 1, 2012) incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the SEC on October 28, 2016.2

10.11						Amended and Restated John Bean Technologies Corporation Savings and Investment Plan incorporated by reference to Exhibit 10.12F to our Quarterly Report on Form 10-Q filed with the SEC on August 8, 2012.2

10.11A						First Amendment of Amended and Restated John Bean Technologies Corporation Savings and Investment Plan, incorporated by reference to Exhibit 10.12G to our Quarterly Report on Form 10-Q filed with the SEC on August 8, 2012.2

10.11B						Second Amendment of Amended and Restated John Bean Technologies Corporation Savings and Investment Plan, incorporated by reference to Exhibit 10.12H to our Annual Report on Form 10-K filed with the SEC on March 7, 2014.2

10.11C						Third Amendment of Amended and Restated John Bean Technologies Corporation Savings and Investment Plan, incorporated by reference to Exhibit 10.12I to our Annual Report on Form 10-K filed with the SEC on March 7, 2014.2

10.11D						Fourth Amendment of Amended and Restated John Bean Technologies Corporation Savings and Investment Plan, incorporated by reference to Exhibit 10.12J to our Annual Report on Form 10-K filed with the SEC on March 7, 2014.2

10.11E						Fifth Amendment of Amended and Restated John Bean Technologies Corporation Savings and Investment Plan, incorporated by reference to Exhibit 10.12K to our Quarterly Report on Form 10-Q filed with the SEC on August 8, 2014.2

10.11F						Sixth Amendment of Amended and Restated John Bean Technologies Corporation Savings and Investment Plan, incorporated by reference to Exhibit 10.12L to our Quarterly Report on Form 10-Q filed with the SEC on August 8, 2014.2

104


10.11G						Seventh Amendment of Amended and Restated John Bean Technologies Corporation Savings and Investment Plan, incorporated by reference to Exhibit 10.12M to our Quarterly Report on Form 10-Q filed with the SEC on August 8, 2014.2

10.11H						Eighth Amendment of Amended and Restated John Bean Technologies Corporation Savings and Investment Plan, incorporated by reference to Exhibit 10.12N to our Annual Report on Form 10-K filed with the SEC on March 2, 2015.2

10.11I						Ninth Amendment of Amended and Restated John Bean Technologies Corporation Savings and Investment Plan, incorporated by reference to Exhibit 10.12O to our Annual Report on Form 10-K filed with the SEC on March 2, 2015.2

10.11J						Tenth Amendment of JBT Corporation Savings and Investment Plan, incorporated by reference to Exhibit 10.12P to our Annual Report on Form 10-K filed with the SEC on February 28, 2017.2

10.11K						Eleventh Amendment of JBT Corporation Savings and Investment Plan, incorporated by reference to Exhibit 10.12Q to our Annual Report on Form 10-K filed with the SEC on February 28, 2017.2

10.11L						Twelfth Amendment of JBT Corporation Savings and Investment Plan, incorporated by reference to Exhibit 10.12R to our Annual Report on Form 10-K filed with the SEC on February 28, 2017.2

10.11M						Thirteenth Amendment of JBT Corporation Savings and Investment Plan, incorporated by reference to Exhibit 10.12S to our Annual Report on Form 10-K filed with the SEC on February 28, 2017.2

10.11N						Fourteenth Amendment of JBT Corporation Savings and Investment Plan, incorporated by reference to Exhibit 10.12T to our Annual Report on Form 10-K filed with the SEC on February 28, 2017.2

10.11O						Fifteenth Amendment of JBT Corporation Savings and Investment Plan, incorporated by reference to Exhibit 10.12U to our Annual Report on Form 10-K filed with the SEC on February 28, 2017.2

10.11P						Sixteenth Amendment of JBT Corporation Savings and Investment Plan, incorporate by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the SEC on April 27, 2017.2

10.11Q						Seventeenth Amendment to JBT Corporation Savings and Investment Plan, incorporate by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q filed with the SEC on April 27, 2017.2

10.11R						Eighteenth Amendment to JBT Corporation Savings and Investment Plan, incorporate by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q filed with the SEC on April 27, 2017.2

10.11S						Nineteenth Amendment Of John Bean Technologies Corporation Savings And Investment Plan (As Amended and Restated, Effective as of January 1, 2012), incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q filed with the SEC on November 2, 2018.2

10.11T						Twentieth Amendment Of John Bean Technologies Corporation Savings And Investment Plan (As amended and restated, Effective as of January 1, 2012), incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q filed with the SEC on November 2, 2018.2

10.11U						Twenty-First Amendment Of John Bean Technologies Corporation Savings And Investment Plan (As Amended and Restated, Effective as of January 1, 2012), incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q filed with the SEC on November 2, 2018.2

10.11V						Twenty-Second Amendment Of John Bean Technologies Corporation Savings And Investment Plan (As amended and restated, Effective as of January 1, 2012), incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q filed with the SEC on November 2, 2018.2

10.11W						Twenty-Third Amendment Of John Bean Technologies Corporation Savings And Investment Plan (As Amended and Restated, Effective as of January 1, 2012), incorporated by reference to Exhibit 10.6 to our Quarterly Report on Form 10-Q filed with the SEC on November 2, 2018.2

10.11X						Twenty-Fourth Amendment Of John Bean Technologies Corporation Savings And Investment Plan (As Amended and Restated, Effective as of January 1, 2012), incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the SEC on July 31, 2019.2

105



10.11Y						Twenty-Fifth Amendment Of John Bean Technologies Corporation Savings And Investment Plan (As Amended and Restated, Effective as of January 1, 2012), incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q filed with the SEC on July 31, 2019.2

10.11Z						Twenty-Sixth Amendment Of John Bean Technologies Corporation Savings And Investment Plan (As Amended and Restated, Effective as of January 1, 2012), incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q filed with the SEC on July 31, 2019.2

10.11AA						Twenty-Seventh Amendment Of John Bean Technologies Corporation Savings And Investment Plan (As Amended and Restated, Effective as of January 1, 2012), incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q filed with SEC on October 31, 2019.2

10.11AB						Twenty-Eighth Amendment Of John Bean Technologies Corporation Savings And Investment Plan (As Amended and Restated, Effective as of January 1, 2012), incorporated by reference to Exhibit 10.12AB to our Annual Report on Form 10-K filed with the SEC on March 2, 2020.2

10.11AC						Twenty-Ninth Amendment OF John Bean Technologies Corporation Savings And Investment Plan (As Amended and Restated, Effective as of January 1, 2012), incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q field with the SEC on July 29, 2020.2

10.11AD						Thirtieth Amendment Of John Bean Technologies Corporation Savings And Investment Plan (As Amended and Restated, Effective as of January 1, 2012), incorporate by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q filed with the SEC on October 29, 2021.2

10.12						Amended and Restated Executive Severance Plan, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on May 20, 2020.2

10.13						Offer Letter to Paul Sternlieb incorporated by reference to Exhibit 10.17A to our Annual Report on Form 10-K filed with the SEC on February 28, 2018.2

10.13A						Offer Letter to Brian Deck, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on December 16, 2020.2

10.13B						Offer Letter to Matthew Meister, incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on December 16, 2020.2

10.13C						Offer Letter to Shelley Bridarolli, incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the SEC on October 29, 2021.2

10.13D*						Contract of Employment between John Bean Technologies AB and Robert Petrie. 2

10.14						John Bean Technologies Corporation Retiree Welfare Benefits Plan (as amended and restated, Effective January 1, 2016), incorporated by reference to Exhibit 10.3 to our Quarterly report Form 10-Q filed with the SEC on October 29, 2015.2

10.15						John Bean Technologies Corporation 2017 Incentive Compensation and Stock Plan, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on May 18, 2017.2

10.15A						Form of Performance-Based Restricted Stock Unit Grant Agreement ELT Version 5 year Retirement Vesting, incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on May 18, 2017.2

10.15B						Form of Performance-Based Restricted Stock Unit Grant Agreement ELT Version 10 year Retirement Vesting, incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed with the SEC on May 18, 2017.2

10.15C						Form of Performance-Based Restricted Stock Unit Grant Agreement Non-ELT Version 5 year Retirement Vesting, incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed with the SEC on May 18, 2017.2

106


10.15D						Form of Performance-Based Restricted Stock Unit Grant Agreement Non-ELT Version 10 year Retirement Vesting, incorporated by reference to Exhibit 10.5 to our Current Report on Form 8-K filed with the SEC on May 18, 2017.2

10.15E						Form of Time-Based Restricted Stock Unit Grant Agreement ELT Version 5 year Retirement Vesting, incorporated by reference to Exhibit 10.6 to our Current Report on Form 8-K filed with the SEC on May 18, 2017.2

10.15F						Form of Time-Based Restricted Stock Unit Grant Agreement ELT Version 10 year Retirement Vesting, incorporated by reference to Exhibit 10.7 to our Current Report on Form 8-K filed with the SEC on May 18, 2017.2

10.15G						Form of Time-Based Restricted Stock Unit Grant Agreement Non-ELT Version 5 year Retirement Vesting, incorporated by reference to Exhibit 10.8 to our Current Report on Form 8-K filed with the SEC on May 18, 2017.2

10.15H						Form of Time-Based Restricted Stock Unit Grant Agreement Non-ELT Version 10 year Retirement Vesting, incorporated by reference to Exhibit 10.9 to our Current Report on Form 8-K filed with the SEC on May 18, 2017.2

10.15I						Form of Non-Employee Director Long-Term Incentive Restricted Stock Unit Agreement - Vests, incorporated by reference to Exhibit 10.10 to our Current Report on Form 8-K filed with the SEC on May 18, 2017.2

10.15J						Form of Non-Employee Director Long-Term Incentive Restricted Stock Unit Agreement - Separation, incorporated by reference to Exhibit 10.11 to our Current Report on Form 8-K filed with the SEC on May 18, 2017.2

10.16						Form of Executive Officer Long Term Incentive Performance Share Restricted Stock Unit Agreement - 2-Year Performance Period; 5 Years of Service Retirement Vesting (Effective 2021) by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the SEC on July 30, 2021.2

10.16A						Form of Executive Officer Long Term Incentive Performance Share Restricted Stock Unit Agreement - 2-Year Performance Period; 10 Years of Service Retirement Vesting (Effective 2021) by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q filed with the SEC on July 30, 2021.2

10.16B						Form of Executive Officer Long Term Incentive Performance Share Restricted Stock Unit Agreement - 10 Years of Service Retirement Vesting (Effective 2021) by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q filed with the SEC on July 30, 2021.2

10.16C						Form of Executive Officer Long Term Incentive Performance Share Restricted Stock Unit Agreement - 5 Years of Service Retirement Vesting (Effective 2021) by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q filed with the SEC on July 30, 2021.2

16						Letter dated January 7, 2021 to the Securities and Exchange Commission from KPMG LLP, incorporated by reference to Exhibit 16 to our Current Report on Form 8-K filed with the SEC on January 7, 2021.

21.1*						List of Subsidiaries of JBT Corporation.

23.1*						Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.

23.2*						Consent of KPMG LLP, Independent Registered Public Accounting Firm .

31.1*						Certification of Principal Executive Officer Pursuant to Rule 13a-14(a).

31.2*						Certification of Principal Financial Officer Pursuant to Rule 13a-14(a).

32.1*						Certification of Principal Executive Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*						Certification of Principal Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

107



101.INS*						XBRL Instance Document

101.SCH*						XBRL Taxonomy Extension Schema Document

101.CAL*						XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*						XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*						XBRL Taxonomy Extension Label Linkbase Document

101.PRE*						XBRL Taxonomy Extension Presentation Linkbase Document

104*						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

1						The schedules and exhibits to the Amended and Restated Credit Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish to the Securities and Exchange Commission, upon request, a copy of any omitted schedule or exhibit; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule or exhibit so furnished.
2						A management contract or compensatory plan required to be filed with this report.
*						Filed herewith

108

ITEM 16. FORM 10-K SUMMARY

None.

109

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


			John Bean Technologies Corporation
			(Registrant)

			By:			/s/ *Brian A. Deck*
						Brian A. Deck
						President and Chief Executive Officer
						(Principal Executive Officer)

Date: February 24, 2022

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

110

Signature

Title

Date

/s/ BRIAN A. DECK

President, Director and

Chief Executive Officer

Brian A. Deck

(Principal Executive Officer)

/s/ MATTHEW J. MEISTER

Executive Vice President and

Chief Financial Officer

Matthew J. Meister

(Principal Financial Officer)

/s/ JESSI L. CORCORAN

Vice President, Corporate Controller

(Principal Accounting Officer)

Jessi L. Corcoran

/s/ BARBARA BRASIER

Director

Barbara Brasier

/s/ C. MAURY DEVINE

Director

C. Maury Devine

/s/ ALAN D. FELDMAN

Director

Alan D. Feldman

/s/ JAMES E. GOODWIN

Director

James E. Goodwin

/s/ POLLY B. KAWALEK

Director

Polly B. Kawalek

/s/ EMMANUEL LAGARRIGUE

Director

Emmanuel Lagarrigue

/s/ JAMES M. RINGLER

Director

James M. Ringler

/s/ LAWRENCE V. JACKSON

Director

Lawrence V. Jackson

/s/ CHARLES L. HARRINGTON

Director