x
|
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
¨
|
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
Delaware
|
91-1650317
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
70 West Madison Street, Chicago, Illinois
|
60602
|
(Address of principal executive offices)
|
(Zip code)
|
Large accelerated filer
|
¨
|
Accelerated filer
|
x
|
Non-accelerated filer
|
¨
|
Smaller reporting company
|
¨
|
Class
|
Outstanding at August 1, 2012
|
|
Common Stock, par value $0.01 per share
|
28,925,567
|
ITEM 1.
|
FINANCIAL STATEMENTS
|
Three Months Ended
June 30, |
Six Months Ended
June 30, |
|||||||||||||||
(In millions, except per share data)
|
2012
|
2011
|
2012
|
2011
|
||||||||||||
Revenue
|
$ | 214.4 | $ | 252.5 | $ | 419.1 | $ | 454.0 | ||||||||
Operating expenses:
|
||||||||||||||||
Cost of sales
|
160.4 | 192.7 | 314.7 | 343.0 | ||||||||||||
Selling, general and administrative expense
|
37.7 | 37.8 | 76.7 | 75.5 | ||||||||||||
Research and development expense
|
3.3 | 4.9 | 7.2 | 9.8 | ||||||||||||
Other income, net
|
(1.0 | ) | (0.3 | ) | (1.3 | ) | (1.0 | ) | ||||||||
Operating income
|
14.0 | 17.4 | 21.8 | 26.7 | ||||||||||||
Net interest expense
|
(1.8 | ) | (1.7 | ) | (3.4 | ) | (3.4 | ) | ||||||||
Income from continuing operations before income taxes
|
12.2 | 15.7 | 18.4 | 23.3 | ||||||||||||
Provision for income taxes
|
4.3 | 5.3 | 6.5 | 8.0 | ||||||||||||
Income from continuing operations
|
7.9 | 10.4 | 11.9 | 15.3 | ||||||||||||
Loss from discontinued operations, net of taxes
|
(0.2 | ) | (0.1 | ) | (0.3 | ) | (0.1 | ) | ||||||||
Net income
|
$ | 7.7 | $ | 10.3 | $ | 11.6 | $ | 15.2 | ||||||||
Basic earnings per share:
|
||||||||||||||||
Income from continuing operations
|
$ | 0.27 | $ | 0.36 | $ | 0.41 | $ | 0.53 | ||||||||
Loss from discontinued operations
|
- | - | (0.01 | ) | - | |||||||||||
Net income
|
$ | 0.27 | $ | 0.36 | $ | 0.40 | $ | 0.53 | ||||||||
Diluted earnings per share:
|
||||||||||||||||
Income from continuing operations
|
$ | 0.27 | $ | 0.35 | $ | 0.40 | $ | 0.52 | ||||||||
Loss from discontinued operations
|
(0.01 | ) | - | - | - | |||||||||||
Net income
|
$ | 0.26 | $ | 0.35 | $ | 0.40 | $ | 0.52 | ||||||||
Cash dividends declared per share
|
$ | 0.07 | $ | 0.07 | $ | 0.14 | $ | 0.14 |
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
June 30,
|
June 30,
|
|||||||||||||||
(In millions)
|
2012
|
2011
|
2012
|
2011
|
||||||||||||
Net income
|
$ | 7.7 | $ | 10.3 | $ | 11.6 | $ | 15.2 | ||||||||
Other comprehensive income, net of tax
|
||||||||||||||||
Foreign currency translation adjustments
|
(8.1 | ) | 2.0 | (3.5 | ) | 6.9 | ||||||||||
Other
|
0.3 | 0.1 | 0.8 | 0.3 | ||||||||||||
Other comprehensive (loss) income, net of tax
|
(7.8 | ) | 2.1 | (2.7 | ) | 7.2 | ||||||||||
Comprehensive (loss) income
|
$ | (0.1 | ) | $ | 12.4 | $ | 8.9 | $ | 22.4 |
June 30, 2012
|
December 31, 2011
|
|||||||
(In millions, except per share data and number of shares)
|
(Unaudited)
|
|||||||
Assets:
|
||||||||
Current Assets:
|
||||||||
Cash and cash equivalents
|
$ | 74.6 | $ | 9.0 | ||||
Trade receivables, net of allowances of $3.4 and $4.3, respectively
|
144.2 | 189.4 | ||||||
Inventories
|
124.7 | 122.3 | ||||||
Other current assets
|
38.9 | 35.7 | ||||||
Assets held for sale
|
3.0 | 2.7 | ||||||
Total current assets
|
385.4 | 359.1 | ||||||
Property, plant and equipment, net of accumulated depreciation of $228.1 and $231.1, respectively
|
122.0 | 124.7 | ||||||
Other assets
|
114.1 | 108.4 | ||||||
Total Assets
|
$ | 621.5 | $ | 592.2 | ||||
Liabilities and Stockholders' Equity:
|
||||||||
Current Liabilities:
|
||||||||
Short-term debt and current portion of long-term debt
|
$ | 3.2 | $ | 4.4 | ||||
Accounts payable, trade and other
|
69.4 | 82.5 | ||||||
Advance and progress payments
|
66.6 | 57.4 | ||||||
Other current liabilities
|
85.2 | 95.4 | ||||||
Total current liabilities
|
224.4 | 239.7 | ||||||
Long-term debt, less current portion
|
176.3 | 135.7 | ||||||
Accrued pension and other postretirement benefits, less current portion
|
105.0 | 109.2 | ||||||
Other liabilities
|
29.4 | 27.8 | ||||||
Stockholders' equity:
|
||||||||
Preferred stock, $0.01 par value; 20,000,000 shares authorized; no shares issued
|
- | - | ||||||
Common stock, $0.01 par value; 120,000,000 shares authorized; 2012: 28,946,413 issued and 28,925,567 outstanding; 2011: 28,661,005 issued and 28,640,159 outstanding
|
0.3 | 0.3 | ||||||
Common stock held in treasury, at cost; 2012 and 2011: 20,846 shares
|
(0.3 | ) | (0.3 | ) | ||||
Additional paid-in capital
|
62.6 | 60.7 | ||||||
Retained earnings
|
103.2 | 95.8 | ||||||
Accumulated other comprehensive loss
|
(79.4 | ) | (76.7 | ) | ||||
Total stockholders' equity
|
86.4 | 79.8 | ||||||
Total Liabilities and Stockholders' Equity
|
$ | 621.5 | $ | 592.2 |
Six Months Ended
June 30, |
||||||||
(In millions)
|
2012
|
2011
|
||||||
Cash Flows From Operating Activities:
|
||||||||
Net income
|
$ | 11.6 | $ | 15.2 | ||||
Loss from discontinued operations, net of income taxes
|
0.3 | 0.1 | ||||||
Income from continuing operations
|
11.9 | 15.3 | ||||||
Adjustments to reconcile income from continuing operations to cash provided (required) by operating activities of continuing operations:
|
||||||||
Depreciation and amortization
|
11.8 | 11.9 | ||||||
Stock-based compensation
|
3.7 | 2.8 | ||||||
Other
|
(3.5 | ) | (1.9 | ) | ||||
Changes in operating assets and liabilities:
|
||||||||
Trade receivables, net
|
44.7 | 4.9 | ||||||
Inventories
|
(2.8 | ) | (19.7 | ) | ||||
Accounts payable, trade and other
|
(12.0 | ) | 0.4 | |||||
Advance and progress payments
|
9.6 | 1.8 | ||||||
Other assets and liabilities, net
|
(15.4 | ) | (2.3 | ) | ||||
Cash provided by continuing operating activities
|
48.0 | 13.2 | ||||||
Net cash required by discontinued operating activities
|
(0.3 | ) | (0.3 | ) | ||||
Cash provided by operating activities
|
47.7 | 12.9 | ||||||
Cash Flows From Investing Activities:
|
||||||||
Acquisition
|
(5.0 | ) | - | |||||
Capital expenditures
|
(11.1 | ) | (10.7 | ) | ||||
Proceeds from disposal of assets
|
0.7 | 0.1 | ||||||
Other
|
- | (1.0 | ) | |||||
Cash required by investing activities
|
(15.4 | ) | (11.6 | ) | ||||
Cash Flows From Financing Activities:
|
||||||||
Net (decrease) increase in short-term debt
|
(0.5 | ) | 0.6 | |||||
Net proceeds on credit facilities
|
39.9 | 0.4 | ||||||
Repayment of long-term debt
|
(0.7 | ) | (0.8 | ) | ||||
Issuance of long-term debt
|
0.8 | - | ||||||
Excess tax benefits
|
0.6 | 1.7 | ||||||
Tax withholdings on stock-based compensation awards
|
(2.3 | ) | (4.8 | ) | ||||
Dividends
|
(4.4 | ) | (4.4 | ) | ||||
Other
|
0.1 | - | ||||||
Cash provided (required) by financing activities
|
33.5 | (7.3 | ) | |||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
(0.2 | ) | 0.1 | |||||
Increase (decrease) in cash and cash equivalents
|
65.6 | (5.9 | ) | |||||
Cash and cash equivalents, beginning of period
|
9.0 | 13.7 | ||||||
Cash and cash equivalents, end of period
|
$ | 74.6 | $ | 7.8 |
(In millions)
|
June 30, 2012
|
December 31, 2011
|
||||||
Raw materials
|
$ | 63.7 | $ | 61.6 | ||||
Work in process
|
40.6 | 27.1 | ||||||
Finished goods
|
82.7 | 94.2 | ||||||
Gross inventories before LIFO reserves and valuation adjustments
|
187.0 | 182.9 | ||||||
LIFO reserves and valuation adjustments
|
(62.3 | ) | (60.6 | ) | ||||
Net inventories
|
$ | 124.7 | $ | 122.3 |
(In millions)
|
JBT FoodTech
|
JBT AeroTech
|
Total
|
|||||||||
Balance as of December 31, 2011
|
$ | 20.3 | $ | 7.9 | $ | 28.2 | ||||||
Goodwill acquired during the period
|
2.0 | - | 2.0 | |||||||||
Balance as of June 30, 2012
|
$ | 22.3 | $ | 7.9 | $ | 30.2 |
As of June 30, 2012
|
As of December 31, 2011
|
|||||||||||||||
(In millions)
|
Gross Carrying
Amount
|
Accumulated
Amortization
|
Gross Carrying
Amount
|
Accumulated
Amortization
|
||||||||||||
Customer lists
|
$ | 20.4 | $ | 9.3 | $ | 17.1 | $ | 8.9 | ||||||||
Patents and acquired technology
|
25.6 | 23.9 | 24.9 | 23.9 | ||||||||||||
Trademarks
|
15.4 | 6.8 | 15.5 | 6.7 | ||||||||||||
Other
|
4.4 | 1.3 | 1.3 | 1.1 | ||||||||||||
Total
|
$ | 65.8 | $ | 41.3 | $ | 58.8 | $ | 40.6 |
Pension Benefits
|
Other Postretirement Benefits
|
|||||||||||||||||||||||||||||||
Three Months Ended
June 30, |
Six Months Ended
June 30, |
Three Months Ended
June 30, |
Six Months Ended
June 30, |
|||||||||||||||||||||||||||||
2012
|
2011
|
2012
|
2011
|
2012
|
2011
|
2012
|
2011
|
|||||||||||||||||||||||||
Service cost
|
$ | 0.4 | $ | 0.5 | $ | 0.7 | $ | 0.8 | $ | - | $ | 0.1 | $ | - | $ | 0.1 | ||||||||||||||||
Interest cost
|
3.4 | 3.6 | 6.9 | 7.2 | 0.1 | 0.1 | 0.2 | 0.2 | ||||||||||||||||||||||||
Expected return on assets
|
(4.4 | ) | (4.6 | ) | (8.8 | ) | (9.2 | ) | - | - | - | - | ||||||||||||||||||||
Amortization of prior service benefit
|
0.1 | - | 0.1 | - | (0.2 | ) | (0.3 | ) | (0.4 | ) | (0.5 | ) | ||||||||||||||||||||
Amortization of actuarial losses, net
|
0.7 | 0.4 | 1.5 | 0.8 | - | - | - | - | ||||||||||||||||||||||||
Net periodic benefit cost (income)
|
$ | 0.2 | $ | (0.1 | ) | $ | 0.4 | $ | (0.4 | ) | $ | (0.1 | ) | $ | (0.1 | ) | $ | (0.2 | ) | $ | (0.2 | ) |
Three Months Ended
June 30, |
Six Months Ended
June 30, |
|||||||||||||||
(In millions, except per share data)
|
2012
|
2011
|
2012
|
2011
|
||||||||||||
Basic earnings per share:
|
||||||||||||||||
Income from continuing operations
|
$ | 7.9 | $ | 10.4 | $ | 11.9 | $ | 15.3 | ||||||||
Weighted average number of shares outstanding
|
29.1 | 28.8 | 29.1 | 28.8 | ||||||||||||
Basic earnings per share from continuing operations
|
$ | 0.27 | $ | 0.36 | $ | 0.41 | $ | 0.53 | ||||||||
Diluted earnings per share:
|
||||||||||||||||
Income from continuing operations
|
$ | 7.9 | $ | 10.4 | $ | 11.9 | $ | 15.3 | ||||||||
Weighted average number of shares outstanding
|
29.1 | 28.8 | 29.1 | 28.8 | ||||||||||||
Effect of dilutive securities:
|
||||||||||||||||
Restricted stock
|
0.4 | 0.5 | 0.3 | 0.5 | ||||||||||||
Total shares and dilutive securities
|
29.5 | 29.3 | 29.4 | 29.3 | ||||||||||||
Diluted earnings per share from continuing operations
|
$ | 0.27 | $ | 0.35 | $ | 0.40 | $ | 0.52 |
As of June 30, 2012
|
As of December 31, 2011
|
|||||||||||||||
(In millions) |
Derivative
Assets
|
Derivative
Liabilities
|
Derivative
Assets
|
Derivative
Liabilities
|
||||||||||||
Other current assets / liabilities
|
$ | 7.8 | $ | 3.9 | $ | 5.7 | $ | 4.1 | ||||||||
Other assets / liabilities
|
0.8 | 0.3 | 0.5 | 0.5 | ||||||||||||
Total
|
$ | 8.6 | $ | 4.2 | $ | 6.2 | $ | 4.6 |
Derivatives not designated
as hedging instruments
|
Location of Gain (Loss) Recognized
in Income on Derivatives
|
Amount of Gain (Loss) Recognized in Income on
Derivatives
|
||||||||||||||||
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||||||||||||
(In millions)
|
2012
|
2011
|
2012
|
2011
|
||||||||||||||
Foreign exchange contracts
|
Revenue
|
$ | (1.3 | ) | $ | (0.2 | ) | $ | 1.9 | $ | 2.5 | |||||||
Foreign exchange contracts
|
Cost of sales
|
0.1 | 0.6 | (0.4 | ) | 0.5 | ||||||||||||
Foreign exchange contracts
|
Other income, net
|
0.2 | 0.1 | 0.1 | 0.4 | |||||||||||||
Total
|
(1.0 | ) | 0.5 | 1.6 | 3.4 | |||||||||||||
Remeasurement of assets and liabilities in foreign currencies
|
0.4 | 0.6 | (0.3 | ) | - | |||||||||||||
Net (loss) gain on foreign currency transactions
|
$ | (0.6 | ) | $ | 1.1 | $ | 1.3 | $ | 3.4 |
|
•
|
Level 1: Unadjusted quoted prices in active markets for identical assets and liabilities.
|
|
•
|
Level 2: Observable inputs other than those included in Level 1. For example, quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.
|
|
•
|
Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.
|
As of June 30, 2012
|
As of December 31, 2011
|
|||||||||||||||||||||||||||||||
(In millions)
|
Total
|
Level 1
|
Level 2
|
Level 3
|
Total
|
Level 1
|
Level 2
|
Level 3
|
||||||||||||||||||||||||
Assets:
|
||||||||||||||||||||||||||||||||
Investments
|
$ | 10.7 | $ | 10.7 | $ | - | $ | - | $ | 10.5 | $ | 10.5 | $ | - | $ | - | ||||||||||||||||
Derivatives
|
8.6 | - | 8.6 | - | 6.2 | - | 6.2 | - | ||||||||||||||||||||||||
Total assets
|
$ | 19.3 | $ | 10.7 | $ | 8.6 | $ | - | $ | 16.7 | $ | 10.5 | $ | 6.2 | $ | - | ||||||||||||||||
Liabilities:
|
||||||||||||||||||||||||||||||||
Derivatives
|
$ | 4.2 | $ | - | $ | 4.2 | $ | - | $ | 4.6 | $ | - | $ | 4.6 | $ | - |
As of June 30, 2012
|
As of December 31, 2011
|
|||||||||||||||
(In millions)
|
Carrying
Value
|
Estimated
Fair Value
|
Carrying
Value
|
Estimated
Fair Value
|
||||||||||||
6.66% senior unsecured notes due July 31, 2015
|
$ | 75.0 | $ | 84.0 | $ | 75.0 | $ | 85.1 | ||||||||
Revolving credit facility, expires on July 31, 2013
|
100.7 | 100.7 | 60.7 | 60.7 | ||||||||||||
Foreign credit facilities
|
2.1 | 2.1 | 2.0 | 2.0 | ||||||||||||
4.5% Brazilian Real loan due December 31, 2012
|
0.6 | 0.6 | 1.4 | 1.3 | ||||||||||||
Other
|
1.1 | 1.1 | 0.9 | 0.9 |
Three Months Ended
June 30, |
Six Months Ended
June 30, |
|||||||||||||||
(In millions)
|
2012
|
2011
|
2012
|
2011
|
||||||||||||
Balance at beginning of period
|
$ | 6.8 | $ | 8.1 | $ | 7.3 | $ | 8.0 | ||||||||
Expense for new warranties
|
1.8 | 2.2 | 3.8 | 4.0 | ||||||||||||
Adjustments to existing accruals
|
(0.2 | ) | (0.2 | ) | (0.2 | ) | - | |||||||||
Claims paid
|
(1.8 | ) | (2.2 | ) | (4.3 | ) | (4.1 | ) | ||||||||
Balance at end of period
|
$ | 6.6 | $ | 7.9 | $ | 6.6 | $ | 7.9 |
Three Months Ended
June 30, |
Six Months Ended
June 30, |
|||||||||||||||
(In millions)
|
2012
|
2011
|
2012
|
2011
|
||||||||||||
Revenue
|
||||||||||||||||
JBT FoodTech
|
$ | 137.5 | $ | 154.3 | $ | 253.8 | $ | 261.2 | ||||||||
JBT AeroTech
|
77.7 | 97.2 | 163.5 | 189.7 | ||||||||||||
Other revenue (1) and intercompany eliminations
|
(0.8 | ) | 1.0 | 1.8 | 3.1 | |||||||||||
Total revenue
|
$ | 214.4 | $ | 252.5 | $ | 419.1 | $ | 454.0 | ||||||||
Income before income taxes
|
||||||||||||||||
Segment operating profit:
|
||||||||||||||||
JBT FoodTech
|
$ | 14.1 | $ | 14.0 | $ | 20.8 | $ | 19.7 | ||||||||
JBT AeroTech
|
7.5 | 7.6 | 12.8 | 15.3 | ||||||||||||
Total segment operating profit
|
21.6 | 21.6 | 33.6 | 35.0 | ||||||||||||
Corporate items:
|
||||||||||||||||
Corporate expense (2)
|
(4.3 | ) | (3.8 | ) | (8.3 | ) | (7.8 | ) | ||||||||
Other expense, net (1)
|
(3.3 | ) | (0.4 | ) | (3.5 | ) | (0.5 | ) | ||||||||
Net interest expense
|
(1.8 | ) | (1.7 | ) | (3.4 | ) | (3.4 | ) | ||||||||
Total corporate items
|
(9.4 | ) | (5.9 | ) | (15.2 | ) | (11.7 | ) | ||||||||
Income from continuing operations before income taxes
|
$ | 12.2 | $ | 15.7 | $ | 18.4 | $ | 23.3 |
(1)
|
Other revenue comprises certain gains and losses on derivatives related to foreign exchange exposure. Other expense, net, generally includes stock-based compensation, other employee benefits, LIFO adjustments, restructuring costs, foreign exchange gains and losses, and the impact of unusual or strategic transactions not representative of segment operations. Other expense, net includes a release of $0.3 million of restructuring reserves in the six months ended June 30, 2012 related to JBT AeroTech and $0.2 million and $1.2 million of restructuring costs in the three and six months ended June 30, 2011, respectively, related to JBT FoodTech.
|
(2)
|
Corporate expense primarily includes corporate staff expenses.
|
Three Months Ended
June 30, |
Favorable /
(Unfavorable) |
|||||||||||||||
(In millions, except %)
|
2012
|
2011
|
$ | % | ||||||||||||
Revenue
|
$ | 214.4 | $ | 252.5 | $ | (38.1 | ) | (15.1 | ) % | |||||||
Cost of sales
|
160.4 | 192.7 | 32.3 | 16.8 | ||||||||||||
Gross profit
|
54.0 | 59.8 | (5.8 | ) | (9.7 | ) | ||||||||||
Selling, general and administrative expense
|
37.7 | 37.8 | 0.1 | 0.3 | ||||||||||||
Research and development expense
|
3.3 | 4.9 | 1.6 | 32.7 | ||||||||||||
Other income, net
|
(1.0 | ) | (0.3 | ) | 0.7 | * | ||||||||||
Operating income
|
14.0 | 17.4 | (3.4 | ) | (19.5 | ) | ||||||||||
Net interest expense
|
(1.8 | ) | (1.7 | ) | (0.1 | ) | (5.9 | ) | ||||||||
Income from continuing operations before income taxes
|
12.2 | 15.7 | (3.5 | ) | (22.3 | ) | ||||||||||
Provision for income taxes
|
4.3 | 5.3 | 1.0 | 18.9 | ||||||||||||
Income from continuing operations
|
7.9 | 10.4 | (2.5 | ) | (24.0 | ) | ||||||||||
Loss from discontinued operations, net of taxes
|
(0.2 | ) | (0.1 | ) | (0.1 | ) | 100.0 | |||||||||
Net income
|
$ | 7.7 | $ | 10.3 | $ | (2.6 | ) | (25.2 | ) % |
|
·
|
Gross profit decreased by $5.8 million, or $2.9 million in constant currency. Lower sales volume resulted in $7.0 million of lower profit. Gross profit margin improved by 170 basis points as a result of the favorable impact of higher aftermarket revenue and savings from our cost reduction initiatives and resulted in $3.9 million of higher profit. Gross profit benefited by $0.2 million from the absence of restructuring charges recognized in the prior-year period.
|
|
·
|
Selling, general and administrative expenses remained relatively flat, but increased by $1.6 million in constant currency. The increase was driven primarily by $0.5 million of higher stock-based compensation expense and higher retirement benefit costs.
|
|
·
|
Research and development expense decreased by $1.6 million as a result of generally lower expenditures across most product lines.
|
|
·
|
Other income, net increased by $0.7 million. The increase was driven primarily by the gain on the transfer of the French hospital AGV contracts and services and was partially offset by $0.6 million of costs related to the Molenaar acquisition.
|
Three Months Ended
June 30, |
Favorable /
(Unfavorable) |
|||||||||||||||
(In millions)
|
2012
|
2011
|
$ | % | ||||||||||||
Revenue
|
||||||||||||||||
JBT FoodTech
|
$ | 137.5 | $ | 154.3 | $ | (16.8 | ) | (10.9 | ) % | |||||||
JBT AeroTech
|
77.7 | 97.2 | (19.5 | ) | (20.1 | ) | ||||||||||
Other revenue and intercompany eliminations
|
(0.8 | ) | 1.0 | (1.8 | ) | * | ||||||||||
Total revenue
|
$ | 214.4 | $ | 252.5 | $ | (38.1 | ) | (15.1 | ) % | |||||||
Income before income taxes
|
||||||||||||||||
Segment operating profit:
|
||||||||||||||||
JBT FoodTech
|
$ | 14.1 | $ | 14.0 | $ | 0.1 | 0.7 | % | ||||||||
JBT AeroTech
|
7.5 | 7.6 | (0.1 | ) | (1.3 | ) | ||||||||||
Total segment operating profit
|
21.6 | 21.6 | - | - | ||||||||||||
Corporate items:
|
||||||||||||||||
Corporate expense
|
(4.3 | ) | (3.8 | ) | (0.5 | ) | (13.2 | ) | ||||||||
Other expense, net
|
(3.3 | ) | (0.4 | ) | (2.9 | ) | * | |||||||||
Net interest expense
|
(1.8 | ) | (1.7 | ) | (0.1 | ) | (5.9 | ) | ||||||||
Total corporate items
|
(9.4 | ) | (5.9 | ) | (3.5 | ) | (59.3 | ) | ||||||||
Income from continuing operations before income taxes
|
$ | 12.2 | $ | 15.7 | $ | (3.5 | ) | (22.3 | ) % |
Six Months Ended
June 30, |
Favorable /
(Unfavorable) |
|||||||||||||||
(In millions, except %)
|
2012
|
2011
|
$ | % | ||||||||||||
Revenue
|
$ | 419.1 | $ | 454.0 | $ | (34.9 | ) | (7.7 | ) % | |||||||
Cost of sales
|
314.7 | 343.0 | 28.3 | 8.3 | ||||||||||||
Gross profit
|
104.4 | 111.0 | (6.6 | ) | (5.9 | ) | ||||||||||
Selling, general and administrative expense
|
76.7 | 75.5 | (1.2 | ) | (1.6 | ) | ||||||||||
Research and development expense
|
7.2 | 9.8 | 2.6 | 26.5 | ||||||||||||
Other income, net
|
(1.3 | ) | (1.0 | ) | 0.3 | 30.0 | ||||||||||
Operating income
|
21.8 | 26.7 | (4.9 | ) | (18.4 | ) | ||||||||||
Net interest expense
|
(3.4 | ) | (3.4 | ) | - | - | ||||||||||
Income from continuing operations before income taxes
|
18.4 | 23.3 | (4.9 | ) | (21.0 | ) | ||||||||||
Provision for income taxes
|
6.5 | 8.0 | 1.5 | 18.8 | ||||||||||||
Income from continuing operations
|
11.9 | 15.3 | (3.4 | ) | (22.2 | ) | ||||||||||
Loss from discontinued operations, net of taxes
|
(0.3 | ) | (0.1 | ) | (0.2 | ) | * | |||||||||
Net income
|
$ | 11.6 | $ | 15.2 | $ | (3.6 | ) | (23.7 | ) % |
|
·
|
Gross profit decreased by $6.6 million, or $2.9 million in constant currency. Lower sales volume resulted in $5.9 million of lower profit. Gross profit margin improved slightly as a result of the favorable impact of higher aftermarket revenue and savings from our cost reduction initiatives and resulted in $1.5 million of higher profit. Gross profit benefited by $1.5 million from the absence of restructuring charges recognized in the prior-year period.
|
|
·
|
Selling, general and administrative expenses increased by $1.2 million, or $3.5 million in constant currency. Stock-based compensation expense and retirement benefit costs increased by $0.9 million and $1.3 million, respectively. Additionally, we incurred $0.8 million in consulting costs related to an operational efficiency project conducted in the first quarter.
|
|
·
|
Research and development expense decreased by $2.6 million as a result of generally lower expenditures across most product lines.
|
|
·
|
Other income, net increased by $0.3 million. The increase was driven primarily by the gain on the transfer of the French hospital AGV contracts and services and was partially offset by $0.6 million of costs related to the Molenaar acquisition.
|
Six Months Ended
June 30, |
Favorable /
(Unfavorable) |
|||||||||||||||
(In millions)
|
2012
|
2011
|
$ | % | ||||||||||||
Revenue
|
||||||||||||||||
JBT FoodTech
|
$ | 253.8 | $ | 261.2 | $ | (7.4 | ) | (2.8 | ) % | |||||||
JBT AeroTech
|
163.5 | 189.7 | (26.2 | ) | (13.8 | ) | ||||||||||
Other revenue and intercompany eliminations
|
1.8 | 3.1 | (1.3 | ) | (41.9 | ) | ||||||||||
Total revenue
|
$ | 419.1 | $ | 454.0 | $ | (34.9 | ) | (7.7 | ) % | |||||||
Income before income taxes
|
||||||||||||||||
Segment operating profit:
|
||||||||||||||||
JBT FoodTech
|
$ | 20.8 | $ | 19.7 | $ | 1.1 | 5.6 | % | ||||||||
JBT AeroTech
|
12.8 | 15.3 | (2.5 | ) | (16.3 | ) | ||||||||||
Total segment operating profit
|
33.6 | 35.0 | (1.4 | ) | (4.0 | ) | ||||||||||
Corporate items:
|
||||||||||||||||
Corporate expense
|
(8.3 | ) | (7.8 | ) | (0.5 | ) | (6.4 | ) | ||||||||
Other expense, net
|
(3.5 | ) | (0.5 | ) | (3.0 | ) | * | |||||||||
Net interest expense
|
(3.4 | ) | (3.4 | ) | - | - | ||||||||||
Total corporate items
|
(15.2 | ) | (11.7 | ) | (3.5 | ) | (29.9 | ) | ||||||||
Income from continuing operations before income taxes
|
$ | 18.4 | $ | 23.3 | $ | (4.9 | ) | (21.0 | ) % |
Three Months Ended
June 30, |
Six Months Ended
June 30, |
|||||||||||||||
(In millions)
|
2012
|
2011
|
2012
|
2011
|
||||||||||||
JBT FoodTech
|
$ | 162.9 | $ | 155.0 | $ | 309.8 | $ | 288.8 | ||||||||
JBT AeroTech
|
80.9 | 127.1 | 169.5 | 204.4 | ||||||||||||
Other and intercompany eliminations
|
(0.8 | ) | 1.0 | 1.8 | 3.1 | |||||||||||
Total inbound orders
|
$ | 243.0 | $ | 283.1 | $ | 481.1 | $ | 496.3 |
(In millions)
|
June 30, 2012
|
December 31, 2011
|
June 30, 2011
|
|||||||||
JBT FoodTech
|
$ | 154.5 | $ | 98.5 | $ | 131.0 | ||||||
JBT AeroTech
|
153.5 | 147.5 | 198.1 | |||||||||
Total order backlog
|
$ | 308.0 | $ | 246.0 | $ | 329.1 |
(In millions)
|
2012
|
2011
|
||||||
Cash provided by continuing operating activities
|
$ | 48.0 | $ | 13.2 | ||||
Cash required by investing activities
|
(15.4 | ) | (11.6 | ) | ||||
Cash provided (required) by financing activities
|
33.5 | (7.3 | ) | |||||
Net cash required by discontinued operations
|
(0.3 | ) | (0.3 | ) | ||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
(0.2 | ) | 0.1 | |||||
Increase (decrease) in cash and cash equivalents
|
$ | 65.6 | $ | (5.9 | ) |
Debt Instrument / Covenant
|
Measurement
|
Result as of June 30, 2012
|
|||
Revolving credit facility
|
|||||
Interest coverage ratio (1)
|
Not less than 3.5
|
12.8 | |||
Leverage ratio (2)
|
Not greater than 3.0
|
2.1 | |||
Capital expenditures (3)
|
Not greater than $34.8 million
|
$11.1 million
|
|||
Restricted payments (4)
|
Not greater than $20 million
|
$4.4 million
|
|||
6.66% senior unsecured notes
|
|||||
Interest coverage ratio (1)
|
Not less than 2.75
|
12.8 | |||
Leverage ratio (2)
|
Not greater than 3.25
|
2.1 |
(1)
|
Interest coverage ratio is a comparison of the trailing twelve months Consolidated EBITDA, defined as net income plus interest expense plus income tax expense plus depreciation and amortization plus non-cash expenses and extraordinary, unusual and non-recurring items, to trailing twelve months interest expense.
|
(2)
|
Leverage ratio is a comparison of the total indebtedness, defined as total debt plus guarantees of indebtedness of others plus obligations under financial letters of credit issued against the credit facility, to the trailing twelve months Consolidated EBITDA, as defined above.
|
(3)
|
Capital expenditures are limited to $30 million plus 50% of the unutilized amount from prior year.
|
(4)
|
Restricted payments include all payments to shareholders such as dividends and share repurchases.
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
|
i)
|
effective in ensuring that information required to be disclosed is recorded, processed, summarized and reported within time periods specified in the SEC’s rules and forms; and
|
|
ii)
|
effective in ensuring that information required to be disclosed is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
OTHER INFORMATION
|
ITEM 6.
|
EXHIBITS
|
John Bean Technologies Corporation
|
|
(Registrant) | |
/s/ Megan J. Donnelly | |
Megan J. Donnelly | |
Chief Accounting Officer, and | |
duly authorized officer |
Date: August 8, 2012
|
Number in
Exhibit Table
|
Description
|
|
10.11F | Amended and Restated John Bean Technologies Corporation Employees’ Retirement Program
· Part I Salaried and Nonunion Hourly Employees’ Retirement Program
· Part II Union Hourly Employees’ Retirement Program
|
|
10.12F | Amended and Restated John Bean Technologies Corporation Savings and Investment Plan | |
10.12G | First Amendment of Amended and Restated John Bean Technologies Corporation Savings and Investment Plan | |
15 | Letter re: Unaudited interim financial information. | |
21.1 | List of Subsidiaries of JBT Corporation. | |
31.1 | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) /15d-14(a). | |
31.2 | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) /15d-14(a). | |
32.1 | Certification of Chief 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 Chief Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101* | The following materials from John Bean Technologies Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Income, (ii) Condensed Consolidated Statements of Comprehensive Income, (iii) Condensed Consolidated Balance Sheets, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements. |
*
|
Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
|
|
(i)
|
with respect to FMC Participants whose Annuity Starting Dates occurred prior to June 1, 1995, based on the actuarial assumptions in Exhibit E-4; provided that the interest rate shall not exceed the immediate rate used by the Pension Benefit Guaranty Corporation for lump sum distributions occurring on the first day of the Plan Year that contains the Annuity Starting Date;
|
|
(ii)
|
with respect to FMC Participants with Annuity Starting Dates occurring on or after June 1, 1995, and who had an Hour of Service prior to August 31, 1999, based on the 1983 Group Annuity Mortality Table (weighed 50% male and 50% female) (or the applicable mortality table prescribed under Section 417(e)(3) of the Code) and the lesser of the interest rate in Exhibit E-4 or the applicable interest rate prescribed under Section 417(e)(3) of the Code for the November preceding the Plan Year that contains the Annuity Starting Date;
|
|
(iii)
|
for Annuity Starting Dates occurring on or after August 31, 1999, with respect to any Participant who did not have an Hour of Service prior to August 31, 1999, based on the 1983 Group Annuity Mortality Table (weighted 50% male and 50% female) (or the applicable mortality table, prescribed under Section 417(e)(3) of the Code) and the applicable interest rate prescribed under Section 417(e)(3) of the Code for the November preceding the Plan Year that contains the Annuity Starting Date;
|
|
(iv)
|
for Annuity Starting Dates occurring on or after December 31, 2002, using the applicable interest rate as described above, and based on the 1994 Group Annuity Reserving Table (weighted 50% male, 50% female and projected to 2002 using Scale AA), which is the applicable mortality table prescribed in Rev. Rul. 2001-62, (or the applicable mortality table, prescribed under Section 417(e)(3) of the Code or other guidance of general applicability issued thereunder); and
|
|
(v)
|
Effective January 1, 2008, and solely for purposes of the determination of the present value of benefits pursuant to Code Section 417(e): (1) the applicable interest rate shall mean the applicable interest rate described in Code Section 417(e)(3)(C), which is the adjusted first, second and third segment rates (defined in Code Section 417(e)(3)(D)) applied under rules similar to the rules of Code Section 430(h)(2)(C) for the month of November preceding the first day of the Plan Year which includes the date of distribution, and (2) the applicable mortality table shall mean the applicable mortality table described in Code Section 417(e)(3)(B), Revenue Ruling 2007-67 and subsequent guidance (including regulations) issued by the Internal Revenue Service.
|
|
(a)
|
(a member of a controlled group of corporations of which the Company is a member (as described in Code Section 414(b));
|
|
(b)
|
a member of any trade or business under common control with the Company (as described in Code Section 414(c));
|
|
(c)
|
member of an affiliated service group that includes the Company (as described in Code Section 414(m));
|
|
(d)
|
an entity required to be aggregated with the Company pursuant to regulations promulgated under Code Section 414(o); or
|
|
(e)
|
a leasing organization that provides Leased Employees to the Company or an Affiliate (as determined under paragraphs (a) through (d) above), unless (i) the Leased Employees constitute less than 20% of the nonhighly compensated workforce of the Company and Affiliates (as determined under paragraphs (a) through (d) above); and (ii) the Leased Employees are covered by a plan described in Code Section 414(n)(5).
|
|
(a)
|
including: overtime, administrative and discretionary bonuses (including, gainsharing bonuses, performance related bonuses, completion bonuses (except as provided below); sales incentive bonuses; earned but unused vacation, back pay, sick pay (other than a cash payment of unused sick days) and state disability benefits; plus the Employee’s Pre-Tax Contributions and amounts contributed to a plan described in Code Section 125 or 132; and the incentive compensation (including management incentive bonuses which may be paid in cash and restricted stock and local incentive bonuses) earned during the Plan Year;
|
|
(b)
|
but excluding: hiring bonuses; referral bonuses; stay bonuses; retention bonuses; awards (including safety awards, “Gutbuster” awards and other similar awards); amounts received as deferred compensation; disability payments from insurance or the Long-Term Disability Plan for Employees of FMC Technologies, Inc. (effective June 1, 2008, the Long-Term Disability Plan for Employees of JBT Corporation) (other than state disability benefits); workers’ compensation benefits; flexible credits (i.e., wellness awards and payments for opting out of benefit coverage); expatriate premiums (including completion of expatriate assignment bonuses); grievance or settlement pay; severance pay; incentives for reduction in force; accrued (but not earned) vacation; other special payments such as reimbursements, relocation or moving expense allowances; stock options or other stock-based compensation (except as provided above); any gross-up paid by a Participating Employer; other distributions that receive special tax benefits; any amounts paid by a Participating Employer to cover an Employee’s FICA tax obligation as to amounts deferred or accrued under any nonqualified retirement plan of a Participating Employer; and, pay in lieu of notice.
|
|
(c)
|
The annual amount of Earnings taken into account for a Participant must not exceed $160,000 (as adjusted by the Internal Revenue Service for cost-of-living increases in accordance with Code Section 401(a)(17)(B)); provided, however, in determining benefit accruals after December 31, 2001, the annual amount of Earnings taken into account for a Participant must not exceed $200,000 (as adjusted by the Internal Revenue Service, for cost of living increases in accordance with code Section 401(a)(17)(B)). For purposes of determining benefit accruals in any Plan year after December 31, 2001, Earnings for any prior Plan Year shall be subject to the applicable limit on Earnings for that prior year.
|
|
(a)
|
a Leased Employee;
|
|
(b)
|
a member of a bargaining unit covered by a collective bargaining agreement that does not specifically provide for participation in the Plan by members of the bargaining unit; or
|
|
(c)
|
any Employee who generally resides outside the United States or whose principal duties generally are performed outside the United States as determined by the Company, unless such individual is a United States citizen or permanent resident alien or the Company designates such individual as an Eligible Employee.
|
|
(a)
|
a person who is not a Leased Employee and who is engaged as an independent contractor is not an Employee;
|
|
(b)
|
only individuals who are paid as employees from the payroll of the Company or an Affiliate and treated as employees are Employees under the Plan; and
|
|
(c)
|
any person retroactively found to be a common law employee shall not be eligible to participate in the Plan for any period he was not an Employee under the Plan.
|
|
(a)
|
if Employee Contributions are withdrawn prior to retirement then
|
|
(i)
|
for periods prior to January 1, 1976 at a rate equal to 3%; and
|
|
(ii)
|
for periods on and after January 1, 1976 at a rate equal to 5%.
|
|
(b)
|
if Employee Contributions are not withdrawn and are used to increase a Participant’s Normal Retirement Benefit under Section 3.1.3, then at a rate equal to 5%.
|
|
(a)
|
the date on which an Employee voluntarily terminates, retires, is discharged or dies;
|
|
(b)
|
the first anniversary of the first date of a period in which an Employee remains absent from service (with or without pay) with the Company and Affiliates for any reason other than voluntary termination, retirement, discharge or death; or
|
|
(c)
|
the second anniversary of the date an Employee is absent pursuant to a maternity or paternity leave of absence; provided, however, that the period between the first and second anniversaries of the first date of such absence shall be neither a Period of Service nor a One-Year Period of Severance.
|
|
(i)
|
during a leave of absence, vacation or holiday with pay; during a leave of absence without pay granted by reason of disability or under the Family and Medical Leave Act of 1993;
|
|
(ii)
|
during a period of qualified military service, provided the Employee makes application to return within 90 days after completion of active service and returns to active employment as an Employee while reemployment rights are protected by law. If the Employee does not so return, the Employee shall have a Severance From Service Date on the first anniversary of the date of entry into military service.
|
|
(i)
|
a partial month in the Employee’s Period of Service counts as a whole month;
|
|
(ii)
|
if the Employee has a Severance From Service Date by reason of a voluntary termination, discharge or retirement and the Employee then performs 1 Hour of Service within 12 months of the Severance From Service Date, such Period of Severance is included in the Period of Vesting Service. If the Employee has a Severance From Service Date by reason of a voluntary termination, discharge or retirement during an absence from service of 12 months or less for any reason other than a voluntary termination, discharge or retirement, and then performs 1 Hour of Service within 12 months of the date on which the Employee was first absent from service, such Period of Severance is included in the Period of Vesting Service;
|
|
(iii)
|
period of Vesting Service also includes the following:
|
|
(1)
|
a period of employment with an employer substantially all of the equity interest or assets of which have been acquired by the Company or an Affiliate, but only to the extent that the Company expressly recognizes such period as a Period of Vesting Service pursuant to written and nondiscriminatory rules; and
|
|
(2)
|
such other periods as the Company recognizes as a Period of Vesting Service pursuant to written and nondiscriminatory rules.
|
|
(iv)
|
Notwithstanding the foregoing, Year of Vesting Service shall not include with respect to any Employee who initially commences receiving disability benefits effective on or after January 12, 2006 under the Long-Term Disability Plan for Employees of FMC Technologies, Inc. (effective June 1, 2008, the Long-Term Disability Plan for Employees of JBT Corporation), any period for which the Employee receives such benefits.
|
|
(a)
|
the Employee is an Eligible Employee; and
|
|
(b)
|
the Employee either (i) is a regular, full-time Employee, or (ii) has completed not less than 1,000 Hours of Service in a 12-month period beginning on the date his employment commenced or any anniversary thereof.
|
|
(a)
|
General Rule. Notwithstanding any provisions of this Plan to the contrary, contributions, benefits and service credit with respect to “qualified military service” will be provided in accordance with Section 414(u) of the Code. “Qualified military service” means any service in the uniformed services (as defined in chapter 43 of title 38 of the United States Code) by any individual if such individual is entitled to reemployment rights under such chapter with respect to such service.
|
|
(b)
|
Differential Wage Payments. An individual receiving a differential wage payment, as defined by Section 3401(h)(2) of the Code, is treated as an Employee of the Participating Employer making the payment and the differential wage payment is treated as Earnings under the Plan.
|
|
(c)
|
Death During Qualified Military Service. In the case of a death occurring on or after January 1, 2007, if a Participant dies while performing qualified military service (as defined in Section 414(u) of the Code), the survivors of the Participant are entitled to any additional benefits (other than benefit accruals relating to the period of qualified military service) provided under the Plan as if the Participant had resumed and then terminated employment on account of death.
|
|
(a)
|
1/12th of the sum of (i) and (ii) below:
|
|
(i)
|
the sum of (1) 1% of the Participant’s Final Average Yearly Earnings up to the Social Security Covered Compensation Base and (2) 1-1/2% of the Participant’s Final Average Yearly Earnings in excess of the Social Security Covered Compensation Base multiplied by the Participant’s expected Years of Credited Service at age 65 up to 35 Years of Credited Service; and
|
|
(ii)
|
1-1/2% of the Participant’s Final Average Yearly Earnings multiplied by the Participant’s expected Years of Credited Service at age 65 in excess of 35 Years of Credited Service.
|
|
(b)
|
the ratio of actual Years of Credited Service to expected Years of Credited Service at age 65.
|
|
(a)
|
an amount determined pursuant to Section 3.1.2; and
|
|
(b)
|
for an FMC Participant, his or her accrued monthly unreduced Early Retirement Benefit under the FMC Plan as of December 31, 1990 that was transferred to the FMCTI Plan in the FTI Spinoff.
|
|
(a)
|
the Participant’s 65th birthday;
|
|
(b)
|
the 10th anniversary of the year in which the Participant commenced participation in the Plan; and
|
|
(c)
|
the Participant terminates employment with the Company and all Affiliates.
|
|
(i)
|
the accrued benefit of a Participant who attains age 70-1/2 on or after January 1, 2000 must be distributed or commence to be distributed no later than the April 1 following the later of (1) the calendar year in which the Participant attains age 70-1/2 or (2) the calendar year in which the Participant retires (unless the Participant is a 5% owner, as defined in Code Section 416, of the Company with respect to the Plan Year in which the Participant attains age 70-1/2, in which case this Subsection (2) shall not apply); and
|
|
(ii)
|
the accrued benefit of a Participant who attains age 70-1/2 prior to January 1, 2000 must be distributed or commence to be distributed no later than the April 1 following the calendar year in which the Participant attains age 70-1/2 unless the Participant is not a 5% owner (as defined in Subsection (i)) and elects to defer distribution to the calendar year in which the Participant retires.
|
|
(i)
|
For purposes of this Section 3.4.2, the following definitions shall apply:
|
|
(1)
|
Postretirement Date Service means each calendar month after a Participant’s Normal Retirement Date and subsequent to the time that:
|
|
(A)
|
payment of retirement benefits commenced to the Participant if the Participant returned to employment with the Company and Affiliates, or
|
|
(B)
|
payment of retirement benefits would have commenced to him if the Participant had not remained in employment with the Company and Affiliates, if in either case the Participant receives pay from the Company and Affiliates for any Hours of Service performed on each of 8 or more days (or separate work shifts) in such calendar month.
|
|
(2)
|
Suspendable Amount means the monthly retirement benefits otherwise payable in a calendar month in which the Participant is engaged in Postretirement Date Service.
|
|
(i)
|
Payment shall be permanently withheld of a portion of a Participant’s retirement benefits, not in excess of the Suspendable Amount, for each calendar month during which the Participant is employed in Postretirement Date Service. If payments have been suspended pursuant to Subsection (ii) above, such payments shall resume no later than the first day of the third calendar month after the calendar month in which the Participant ceases to be employed in Postretirement Date Service; provided, however, that no payments shall resume until the Participant has complied with the requirements set forth in Subsection (vi) below. The initial payment upon resumption shall include the payment scheduled to occur in the calendar month when payments resume and any amounts withheld during the period between the cessation of Postretirement Date Service and the resumption of payment, less any amounts that are subject to offset pursuant to Subsection (iv) below.
|
|
(ii)
|
Retirement benefits made subsequent to Postretirement Date Service shall be reduced by (1) the actuarial equivalent (based on the assumptions in Exhibit E-4) of any benefits paid to the Participant prior to the time the Participant is reemployed after the Participant’s Normal Retirement Date; and (2) the amount of any payments previously made during those calendar months in which the Participant was engaged in Postretirement Date Service; provided, however, that such reduction under (Subsection (2)) shall not exceed, in any one month, 25% percent of that month’s total retirement benefits (excluding amounts described in Subsection (ii) above) that would have been due but for the offset.
|
|
(iii)
|
Any Participant whose retirement benefits are suspended pursuant to Subsection (ii) of this Section 3.4.2 shall be notified (by personal delivery or certified or registered mail) during the first calendar month in which payments are withheld that the Participant’s retirement benefits are suspended. Such notification shall include:
|
|
(1)
|
a description of the specific reasons for the suspension of payments;
|
|
(2)
|
a general description of the Plan provisions relating to the suspension;
|
|
(3)
|
a copy of the provisions;
|
|
(4)
|
a statement to the effect that applicable Department of Labor Regulations may be found at Section 2530.203-3 of Title 29 of the Code of Federal Regulations;
|
|
(5)
|
the procedure for appealing the suspension, which procedure shall be governed by Section 12.11; and
|
|
(6)
|
the procedure for filing a benefits resumption notification pursuant to Subsection (vi) below.
|
|
(iv)
|
Payments shall not resume as set forth in Subsection (iii) above until a Participant performing Postretirement Date Service notifies the Administrator in writing of the cessation of such Service and supplies the Administrator with such proof of the cessation as the Administrator may reasonably require.
|
|
(v)
|
A Participant may request, pursuant to the procedure contained in Section 12.11, a determination whether specific contemplated employment will constitute Postretirement Date Service.
|
|
(i)
|
The maximum shall apply to the Individual Life Annuity computed under Section 3.1, 3.2, 3.3 or Article IV and to that portion of the Accrued Benefit (as adjusted as required under Code Section 415) payable in the form elected to the Participant during the Participant’s lifetime.
|
|
(ii)
|
If a Participant has fewer than 10 years of participation in the Plan, the maximum dollar limitation of Subsection (a) above shall be multiplied by a fraction of which the numerator is the Participant’s actual years of participation in the Plan (computed to fractional parts of a year) and the denominator is 10. If a Participant has fewer than 10 Years of Vesting Service, the maximum compensation limitation in Subsection (b) above shall be multiplied by a fraction of which the numerator is the Years of Vesting Service (computed to fractional parts of a year) and the denominator is 10. Provided, however, that in no event shall such dollar or compensation limitation, as applicable, be less than 1/10th of such limitation determined without regard to any adjustment under this Subsection (ii).
|
|
(iii)
|
As of January 1 of each year, the dollar limitation as adjusted by the Commissioner of Internal Revenue for that calendar year to reflect increases in the cost of living shall become effective as the maximum dollar limitation in Subsection (a) above for the Plan Year ending within that calendar year for Participants terminating in or after such Plan Year.
|
|
(iv)
|
If the benefit of a Participant begins prior to age 62, the defined benefit dollar limitation applicable to the Participant at such earlier age is an annual benefit payable in the form of a Life Annuity beginning at the earlier age that is the Actuarial Equivalent of the dollar limitation under Subsection (a) above applicable to the Participant at age 62. The defined benefit dollar limitation applicable at an age prior to age 62 is determined by using the lesser of the effective Early Retirement reduction, as determined under the Plan, or 5% per year. The mortality basis for determining Actuarial Equivalence for terminations on or after December 31, 2002, as applicable, shall be the 1994 Group Annuity Reserving Table (weighted 50% male, 50% female and projected to 2002 using Scale AA), which is the table prescribed in Rev. Rul. 2001-62, (or the applicable mortality table, prescribed under Section 417(e)(3) of the Code or other guidance of general applicability issued thereunder).
|
|
(1)
|
if the Participant’s Social Security Retirement Age is 65, the dollar limitation for benefits commencing on or after age 62 is determined by reducing the dollar limitation under Subsection (a) above by 5/9ths of 1% for each month by which benefits commence before the month in which the Participant attains age 65;
|
|
(2)
|
if the Participant’s Social Security Retirement Age is greater than 65, the dollar limitation for benefits commencing on or after age 62 is determined by reducing the dollar limitation under Subsection (a) above by 5/9ths of 1% for each of the first 36 months and by 5/12ths of 1% for each of the additional months by which benefits commence before the month in which the Participant attains the Participant’s Social Security Retirement Age;
|
|
(3)
|
if the Participant’s benefit commences prior to age 62, the dollar limitation shall be the actuarial equivalent of Subsection (a) above, payable at age 62, as determined above, reduced for each month by which benefits commence before the month in which the Participant attains age 62. The interest rate for determining Actuarial Equivalence shall be the greater of the interest rate assumption under the Plan for determining early retirement benefits or 5% per year. The mortality basis for determining Actuarial Equivalence for terminations on or after January 1, 1995 shall be the 1983 Group Annuity Mortality Table (weighted 50% male and 50% female);
|
|
(v)
|
Notwithstanding the foregoing, the maximum as applied to any FMC Participant on April 1, 1987 shall in no event be less than the FMC Participant’s “current accrued benefit” as of March 31, 1987, under the FMC Plan, as that term is defined in Section 1106 of the Tax Reform Act of 1986.
|
|
(vi)
|
The maximum shall apply to the benefits payable to a Participant under the Plan and all other tax-qualified defined benefit plans of the Company and Affiliates (whether or not terminated), and benefits shall be reduced, if necessary, in the reverse of the chronological order of participation in such plans.
|
|
(vii)
|
For purposes of this Section 3.5.1, effective January 1, 2002, the term “compensation” means compensation as defined in Code Section 415(c)(3) and the term “monthly compensation” means compensation divided by 12.
|
|
(a)
|
the Employee’s accrued benefit determined with respect to the benefit formula applicable for the Plan Year beginning on or after January 1, 1994, as applied to the Employee’s total Years of Credited Service, or
|
|
(b)
|
the sum of:
|
|
(i)
|
the Employee’s accrued benefit as of the last day of the last Plan Year beginning before January 1, 1994, frozen in accordance with section 1.401(a)(4)-13 of the regulations under the Code, and the Employee’s accrued benefit determined under the benefit formula applicable for the Plan Year beginning on or after January 1, 1994, as applied to the Employee’s Years of Credited Service credited to the Employee for Plan Years beginning on or after January 1, 1994.
|
|
(a)
|
the amount computed pursuant to Section 3.1.2 shall be reduced by 1/2 of 1% for each month between the Annuity Starting Date and the Normal Retirement Date;
|
|
(b)
|
the amount of Employee Contributions and Interest required to provide $1 of monthly retirement benefit under Section 3.1.3 shall be increased by $3 for each full year by which the Annuity Starting Date precedes the Normal Retirement Date, and partial years shall be prorated on the basis of $0.25 per month;
|
|
(c)
|
notwithstanding Subsection (a) of this Section 4.2, the amounts computed pursuant to Section 3.1.2 shall be reduced by 1/3 of 1% for each month in excess of 36 by which the Annuity Starting Date precedes the Participant’s 65th birthday if:
|
|
(i)
|
the Participant’s combined age and Years of Vesting Service equal at least 65, and the Participant ceases to be an Employee (1) because of the permanent shutdown of a single site of employment or one or more facilities or operating units within a single site of employment or (2) in connection with a permanent reduction in force; or
|
|
(ii)
|
the Participant has Years of Vesting Service attributable to employment with FMC before January 1, 1989, has attained age 40, and permanently ceases to be an Employee because of the permanent shutdown of a single site of employment, resulting in the termination of employment of not more than 20 Participants at that employment site.
|
|
(d)
|
If a Participant ceases to be an Employee (1) because of the permanent shut down of a single site of employment of one or more facilities or operating units within a single site of employment, or (2) in connection with a permanent reduction in force, solely for purposes of determining a Participant’s eligibility for Early Retirement, a Participant with 10 Years of Credited Service shall have added to his or her age the number of weeks of pay he or she receives that are attributable to severance pay, unused vacation pay and accrued vacation pay.
|
|
(e)
|
Notwithstanding anything herein to the contrary, for purposes of determining a Participant’s total combined age and Years of Vesting Service under Section 4.2(c) and 4.2(d), a partial month of age or Period of Service shall be counted as a whole month, and fractional years of age and Years of Vesting Service shall be taken into account.
|
|
(a)
|
if the FMC Participant elected an Individual Life Annuity or a Level Income Option, the portion of the benefits which the FMC Participant has received which are attributable to Employee Contributions and Interest;
|
|
(b)
|
if the FMC Participant elected any other form of benefit, the portion of the benefits received by the FMC Participant and the FMC Participant’s Joint Annuitant which are attributable to Employee Contributions and Interest.
|
|
(a)
|
a general description of the normal form of benefit payable under the Plan;
|
|
(b)
|
the Participant’s right to make and the effect of an election to waive the normal form of benefit;
|
|
(c)
|
the right of the Participant’s spouse not to consent to the Participant’s election under Section 6.1;
|
|
(d)
|
the right of Participant to revoke such election, and the effect of such revocation;
|
|
(e)
|
the optional forms of benefits available under the Plan; and
|
|
(f)
|
the Participant’s right to request in writing information on the particular financial effect of an election by the Participant to receive an optional form of benefit in lieu of the normal form of benefit.
|
|
(a)
|
not more than 90 (effective January 1, 2008, 180) days and not less than 30 days after a Participant who is in the employ of the Company or an Affiliate gives notice of the Participant’s intention to terminate employment and commence receipt of the Participant’s retirement benefits under the Plan; or
|
|
(b)
|
not more than 90 (effective January 1, 2008, 180) days and not less than 30 days prior to the attainment of age 65 of a Participant (whether or not the Participant has terminated employment) who has not previously commenced receiving retirement benefits.
|
|
(a)
|
distribution of benefits may commence less than 30 days after the notice required pursuant to Section 6.3.1 is provided if:
|
|
(i)
|
the Participant elects to waive the requirement that notice be given at least 30 days prior to the Annuity Starting Date; and
|
|
(ii)
|
the distribution commences more than 7 days after such notice is provided.
|
|
(b)
|
The notice described in Section 6.3.1 may be provided after the Annuity Starting Date, in which case the applicable election period shall not end before the 30th day after the date on which such notice is provided, unless the Participant elects to waive the 30-day notice requirements pursuant to Subsection (a) above.
|
|
(a)
|
The Participant’s spouse (including an alternate payee who is treated as the spouse under a qualified domestic relations order), determined as if the date distributions commence were the Participant’s Annuity Starting Date (as defined in Section 417(f)(2) of the Code), consents to the Participant’s election of a Retroactive Annuity Starting Date. The spousal consent requirement of this Section 6.6(a) is satisfied if such consent satisfies the conditions of Section 6.3.3 above.
|
|
(b)
|
If the date distribution commences is more than 12 months from the Retroactive Annuity Starting Date, the distribution provided based on the Retroactive Annuity Starting Date shall satisfy Section 415 of the Code as though the date distribution commences is substituted for the annuity starting date for all purposes, including for purposes of determining the applicable interest rate and applicable mortality table (as defined in Article I).
|
|
(c)
|
If the distribution is payable as a lump sum, the distribution amount shall not be less than the present value of the Participant’s accrued benefit, determined (i) using the applicable mortality table and applicable interest rate as of the distribution date or (ii) using the applicable mortality table and applicable interest rate as of the Participant’s Retroactive Annuity Starting Date. For purposes of this paragraph (c) applicable mortality table and applicable interest rate are defined in Article I.
|
|
(a)
|
future periodic payments shall be the same as the future periodic payments, if any, that would have been paid with respect to the Participant had payments actually commenced on the Retroactive Annuity Starting Date;
|
|
(b)
|
the Participant shall receive a make-up payment to reflect any missed payment or payments for the period from the Retroactive Annuity Starting Date to the date of actual make-up payment (with appropriate adjustment for interest from the date the missed payment or payments would have been made to the date of the actual make-up payment);
|
|
(c)
|
the benefit determined as of the Retroactive Annuity Starting Date shall satisfy Section 417(e)(3) of the Code, if applicable, and Section 415 with the applicable interest rate and applicable mortality table (as defined in Article I) determined as of that date; and the Retroactive Annuity Starting Date shall not precede the date the Participant could have otherwise started receiving benefits under the Plan.
|
|
(a)
|
If the Participant’s Period of Service has not terminated before the Participant’s death, the survivor’s benefit shall be equal to the benefit which would have been paid to the Participant’s Joint Annuitant if the Participant’s Period of Service had terminated on the date of death, benefits in the form of a 50% Joint and Survivor’s Annuity commenced as of the first day of the next following month, and the Participant died on such day.
|
|
(b)
|
If the Participant’s Period of Service has terminated before the Participant’s death but the Participant has deferred the commencement of the Early Retirement Benefit, the survivor’s benefit shall be equal to the benefit which the Participant’s Joint Annuitant would have been paid if the Participant had elected a 50% Joint and Survivor’s benefit commencing as of the first day of the month next following the date of the Participant’s death.
|
|
(c)
|
The survivor’s benefit payable pursuant to this Section 7.1.2 shall exclude any retirement benefit based upon Employee Contributions and Interest (which will be refunded upon the Participant’s death, to the extent provided in Article V).
|
|
(a)
|
the terms and conditions of the Preretirement Survivor Annuity,
|
|
(b)
|
the Participant’s right to make, and the effect of, an election to waive the Preretirement Survivor Annuity,
|
|
(c)
|
the rights of the Participant’s spouse in connection therewith, and
|
|
(d)
|
the right to make, and the effect of, the revocation of an election to waive the Preretirement Survivor Annuity.
|
|
(a)
|
If the FMC Participant was credited with an Hour of Service under the FMC Plan or a predecessor plan on or after September 2, 1974, but is not otherwise credited with an Hour of Service in a Plan Year beginning on or after January 1, 1976, under the FMC Plan, the FMCTI Plan or this Plan, the Participant shall be afforded an opportunity to elect payment of benefits in the form of a 50% Joint and Survivor’s Annuity.
|
|
(b)
|
If the Participant is credited with an Hour of Service under this Plan, the FMCTI Plan, the FMC Plan or a predecessor plan in a Plan Year beginning after December 31, 1975, the Participant shall be afforded the opportunity to elect a Surviving Spouse’s Benefit under Section 7.2.
|
|
(a)
|
Unpredictable Contingent Event Benefits
|
|
(1)
|
In General. If a Participant is entitled to an “unpredictable contingent event benefit” during any Plan Year, then such benefit may not be provided if the “adjusted funding target attainment percentage” for such Plan Year: (A) is less than sixty percent (60%); or (B) would be less than sixty percent (60%) percent taking into account such event.
|
|
(2)
|
Exception. Section 10.10(a)(1) shall not apply with respect to any Plan Year, effective as of the first day of the Plan Year, upon payment by the Participating Employer of a contribution (in addition to any minimum required contribution under Section 430 of the Code) equal to:
|
|
(A)
|
in the case of Section 10.10(a)(1)(A) above, the amount of the increase in the funding target of the Plan (under Section 430 of the Code) for the Plan Year that is attributable to the unpredictable contingent event; and
|
|
(B)
|
in the case of Section 10.10(a)(1)(B) above, the amount sufficient to result in an adjusted funding target attainment percentage of sixty percent (60%).
|
|
(3)
|
Unpredictable contingent event benefit defined. For purposes of this Section 10.10, the term “unpredictable contingent event benefit” means any benefit payable solely by reason of:
|
|
(A)
|
a plant shutdown (or similar event, as determined by the Secretary of the U.S. Department of Treasury), or
|
|
(B)
|
an event other than death, disability, the attainment of any age, performance of any service, or receipt of any compensation.
|
|
(b)
|
Limitations on Plan Amendments Increasing Benefits Liability
|
|
(1)
|
In general. No amendment which has the effect of increasing liabilities of the Plan by reason of increases in benefits, establishment of new benefits, changing the rate of benefit accrual, or changing the rate at which benefits become nonforfeitable may take effect during any Plan Year if the “adjusted funding target attainment percentage” for such Plan Year is:
|
|
(A)
|
less than eighty percent (80%), or
|
|
(B)
|
would be less than eighty percent (80%) taking into account such amendment.
|
|
(2)
|
Exception. Section 10.10(b)(1) above shall cease to apply with respect to any Plan Year, effective as of the first day of the Plan Year (or if later, the effective date of the amendment), upon payment by the Participating Employer of a contribution (in addition to any minimum required contribution under Section 430 of the Code) equal to:
|
|
(A)
|
in the case of Section 10.10(b)(1)(A) above, the amount of the increase in the funding target of the Plan (under Section 430 of the Code) for the Plan Year attributable to the amendment, and
|
|
(B)
|
in the case of Section 10.10(b)(1)(B) above, the amount sufficient to result in an “adjusted funding target attainment percentage” of eighty percent (80%).
|
|
(3)
|
Exception for certain benefit increases. Section 10.10(b)(1) shall not apply to any amendment which provides for an increase in benefits under a formula which is not based on a Participant’s compensation, but only if the rate of such increase is not in excess of the contemporaneous rate of increase in average wages of Participants covered by the amendment.
|
|
(c)
|
Limitations on Accelerated Benefit Distributions
|
|
(1)
|
Funding percentage less than sixty percent (60%). If the Plan’s “adjusted funding target attainment percentage” for a Plan Year is less than sixty percent (60%), then the Plan may not pay any “prohibited payment” after the valuation date for the Plan Year.
|
|
(2)
|
Bankruptcy. During any period in which the Participating Employer is a debtor in a case under Title 11, United States Code, or similar Federal or State law, the Plan may not pay any “prohibited payment.” The preceding sentence shall not apply on or after the date on which the enrolled actuary of the Plan certifies that the “adjusted funding target attainment percentage” of the Plan is not less than one hundred percent (100%).
|
|
(3)
|
Limited payment if percentage at least sixty percent (60%) but less than eighty percent (80%) percent.
|
|
(A)
|
In general. If the Plan’s “adjusted funding target attainment percentage” for a Plan Year is sixty percent (60%) or greater but less than eighty percent (80%), then the Plan may not pay any “prohibited payment” after the valuation date for the Plan Year to the extent the amount of the payment exceeds the lesser of:
|
|
(i)
|
fifty percent (50%) of the amount of the payment which could be made without regard to this subsection, or
|
|
(ii)
|
the present value (determined under guidance prescribed by the Pension Benefit Guaranty Corporation, using the interest and mortality assumptions under Section 417(e) of the Code) of the maximum guarantee with respect to the Participant under ERISA Section 4022.
|
|
(B)
|
One-time application.
|
|
(i)
|
In general. Only one “prohibited payment” meeting the requirements of Section 10.10(c)(3) may be made with respect to any Participant during any period of consecutive Plan Years to which the limitations under either Section 10.10(c)(1), (2) or (3) applies.
|
|
(ii)
|
Treatment of Beneficiaries. For purposes of this subparagraph, a Participant and any Beneficiary (including an alternate payee, as defined in Section 414(p)(8) of the Code) shall be treated as one Participant. If the accrued benefit of a Participant is allocated to such an alternate payee and one or more other persons, the amount under Section 10.10(c)(3)(A) shall be allocated among such persons in the same manner as the accrued benefit is allocated unless the qualified domestic relations order (as defined in Section 414(p)(1)(A) of the Code) provides otherwise.
|
|
(4)
|
Exception. This subsection shall not apply for any Plan Year if the terms of the Plan (as in effect for the period beginning on September 1, 2005, and ending with such Plan Year) provide for no benefit accruals with respect to any Participant during such period.
|
|
(5)
|
“Prohibited payment.” For purposes of this subsection, the term “prohibited payment” means:
|
|
(A)
|
any payment, in excess of the monthly amount paid under a single life annuity (plus any Social Security supplements described in the last sentence of Section 411(a)(9) of the Code), to a Participant or Beneficiary whose Annuity Starting Date occurs during any period in which a limitation under Section 10.10(c)(1) or (2) is in effect,
|
|
(B)
|
any payment for the purchase of an irrevocable commitment from an insurer to pay benefits, and
|
|
(C)
|
any other payment specified by the Secretary of the U.S. Department of Treasury by U.S. Department of Treasury regulations.
|
|
(d)
|
Benefit Accrual Limits for Plans with Severe Funding Shortfalls
|
|
(1)
|
In general. If the Plan’s “adjusted funding target attainment percentage” for a Plan Year is less than sixty percent (60%), benefit accruals under the Plan shall cease as of the valuation date for the Plan Year.
|
|
(2)
|
Exception. Section 10.10(d)(1) shall cease to apply with respect to any Plan Year, effective as of the first day of the Plan Year, upon payment by the Participating Employer of a contribution (in addition to any minimum required contribution under Section 430 of the Code) equal to the amount sufficient to result in an “adjusted funding target attainment percentage” of sixty percent (60%).
|
|
(3)
|
Temporary modification of limitation. In the case of the first Plan Year beginning during the period beginning on October 1, 2008, and ending on September 30, 2009, the provisions of Section 10.10(d)(1) above shall be applied by substituting the Plan’s “adjusted funding target attainment percentage” for the preceding Plan Year for such percentage for such Plan Year, but only if the “adjusted funding target attainment percentage” for the preceding year is greater.
|
|
(e)
|
Contributions Required to Avoid Benefit Limitations
|
|
(1)
|
Security may be provided:
|
|
(A)
|
In general. For purposes of this section, the “adjusted funding target attainment percentage” shall be determined by treating as an asset of the Plan any security provided by the Participating Employer in a form meeting the requirements of Section 10.10(e)(1)(B).
|
|
(B)
|
Form of security. The security required under Section 10.10(e)(1)(A) shall consist of:
|
|
(i)
|
a bond issued by a corporate surety company that is an acceptable surety for purposes of ERISA Section 412,
|
|
(ii)
|
cash, or United States obligations which mature in three (3) years or less, held in escrow by a bank or similar financial institution, or
|
|
(iii)
|
such other form of security as is satisfactory to the Secretary of the U.S. Department of Treasury and the parties involved.
|
|
(C)
|
Enforcement. Any security provided under Section 10.10(e)(1)(A) may be perfected and enforced at any time after the earlier of:
|
|
(i)
|
the date on which the Plan terminates,
|
|
(ii)
|
if there is a failure to make a payment of the minimum required contribution for any Plan Year beginning after the security is provided, the due date for the payment under Section 430(j) of the Code, or
|
|
(iii)
|
if the “adjusted funding target attainment percentage” is less than sixty percent (60%) for a consecutive period of 7 years, the valuation date for the last year in the period.
|
|
(D)
|
Release of security. The security shall be released (and any amounts thereunder shall be refunded together with any interest accrued thereon) at such time as the Secretary of the U.S. Department of Treasury may prescribe in U.S. Department of Treasury regulations, including U.S. Department of Treasury regulations for partial releases of the security by reason of increases in the “adjusted funding target attainment percentage.”
|
|
(2)
|
Prefunding balance or funding standard carryover balance may not be used. No prefunding balance or funding standard carryover balance under Section 430(f) of the Code may be used under Section 10.10(a), (b), or (d) to satisfy any payment a Participating Employer may make under any such subsection to avoid or terminate the application of any limitation under such subsection.
|
|
(3)
|
Deemed reduction of funding balances:
|
|
(A)
|
In general. Subject to Section 10.10(e)(3)(C), in any case in which a benefit limitation under Section 10.10(a), (b), (c), or (d) would (but for this subparagraph and determined without regard to Section 10.10(a)(2), (b)(2), or (d)(2)) apply to such Plan for the Plan Year, the Participating Employer shall be treated for purposes of this title as having made an election under Section 430(f) of the Code to reduce the prefunding balance or funding standard carryover balance by such amount as is necessary for such benefit limitation to not apply to the Plan for such Plan Year.
|
|
(B)
|
Exception for insufficient funding balances. Section 10.10(e)(3)(A) shall not apply with respect to a benefit limitation for any Plan Year if the application of Section 10.10(e)(3)(A) would not result in the benefit limitation not applying for such Plan Year.
|
|
(C)
|
Restrictions of certain rules to collectively bargained plans. With respect to any benefit limitation under Section 10.10(a), (b) or (d), Section 10.10(e)(3)(A) shall only apply in the case of a plan maintained pursuant to one or more collectively bargained agreements between employer representatives and one or more employers.
|
|
(f)
|
Presumed Underfunding for Purposes of Benefit Limitations
|
|
(1)
|
Presumption of continued underfunding. In any case in which a benefit limitation under Section 10.10(a), (b), (c), or (d) has been applied to a Plan with respect to the Plan Year preceding the current Plan Year, the “adjusted funding target attainment percentage” of the Plan for the current Plan Year shall be presumed to be equal to the “adjusted funding target attainment percentage” of the Plan for the preceding Plan Year until the enrolled actuary of the Plan certifies the actual “adjusted funding target attainment percentage” of the Plan for the current Plan Year.
|
|
(2)
|
Presumption of underfunding after 10th month. In any case in which no certification of the “adjusted funding target attainment percentage” for the current Plan Year is made with respect to the Plan before the first day of the 10th month of such year, for purposes of Sections 10.10(a), (b), (c), and (d), such first day shall be deemed, for purposes of such subsection, to be the valuation date of the Plan for the current Plan Year and the Plan’s “adjusted funding target attainment percentage” shall be conclusively presumed to be less than sixty percent (60%) as of such first day.
|
|
(3)
|
Presumption of underfunding after 4th month for nearly underfunded plans. In any case in which:
|
|
(A)
|
a benefit limitation under Section 10.10(a), (b), (c), or (d) did not apply to a Plan with respect to the Plan Year preceding the current Plan Year, but the “adjusted funding target attainment percentage” of the Plan for such preceding Plan Year was not more than ten (10) percentage points greater than the percentage which would have caused such subsection to apply to the Plan with respect to such preceding Plan Year, and
|
|
(B)
|
as of the first day of the 4th month of the current Plan Year, the enrolled actuary of the Plan has not certified the actual “adjusted funding target attainment percentage” of the Plan for the current Plan Year, until the enrolled actuary so certifies, such first day shall be deemed, for purposes of such subsection, to be the valuation date of the Plan for the current Plan Year and the “adjusted funding target attainment percentage” of the Plan as of such first day shall, for purposes of such subsection, be presumed to be equal to ten (10) percentage points less than the “adjusted funding target attainment percentage” of the Plan for such preceding Plan Year.
|
|
(g)
|
Treatment of Plan as of Close of Prohibited or Cessation Period. The following provisions apply for purposes of applying this Section.
|
|
(1)
|
Operation of Plan after period. Payments and accruals will resume effective as of the day following the close of the period for which any limitation of payment or accrual of benefits under Section 10.10(e) or (f) applies.
|
|
(2)
|
Treatment of affected benefits. Nothing in this subsection shall be construed as affecting the Plan’s treatment of benefits which would have been paid or accrued but for this Section.
|
|
(h)
|
Definitions.
|
|
(1)
|
The term “funding target attainment percentage” has the same meaning given such term by Section 430(d)(2) of the Code, except as otherwise provided herein. However, in the case of Plan Years beginning in 2008, the “funding target attainment percentage” for the preceding Plan Year may be determined using such methods of estimation as the Secretary of the U.S. Department of Treasury may provide.
|
|
(2)
|
The term “adjusted funding target attainment percentage” means the “funding target attainment percentage” which is determined under Section 10.10(h)(1) by increasing each of the amounts under subparagraphs (A) and (B) of Section 430(d)(2) of the Code by the aggregate amount of purchases of annuities for employees other than highly compensated employees (as defined in Code Section 414(q)) which were made by the Plan during the preceding two (2) Plan Years.
|
|
(3)
|
Application to plans which are fully funded without regard to reductions for funding balances.
|
|
(A)
|
In general. In the case of a Plan for any Plan Year, if the “funding target attainment percentage” is one hundred percent (100%) or more (determined and without regard to the reduction in the value of assets under Section 430(f)(4) of the Code), the “funding target attainment percentage” for purposes of Sections 10.10(h)(1) and (2) shall be determined without regard to such reduction.
|
|
(B)
|
Transition rule. Section 10.10(h)(3)(A) shall be applied to Plan Years beginning after 2007 and before 2011 by substituting for “one hundred percent (100%)” the applicable percentage determined in accordance with the following table:
|
In the case of a Plan Year beginning in calendar year:
|
The applicable percentage is:
|
2008
|
92%
|
2009
|
94%
|
2010
|
96%
|
|
(C)
|
Section 10.10(h)(3)(B) shall not apply with respect to any Plan Year beginning after 2008 unless the “funding target attainment percentage” (determined without regard to the reduction in the value of assets under Section 430(f)(4) of the Code) of the Plan for each preceding Plan Year beginning after 2007 was not less than the applicable percentage with respect to such preceding Plan Year determined under Section 10.10(h)(3(B).
|
|
(i)
|
Compliance with Section 436 of the Code. The provisions of this Section 10.10 shall be interpreted in a manner consistent with Section 436 of the Code, applicable U.S. Department of Treasury regulations and other IRS guidance promulgated under or with respect to Section 436 of the Code and, as stated above, such regulations and guidance, together with Section 436 of the Code, are incorporated herein by reference.
|
|
(a)
|
authorize any part of the Trust Fund to be used for, or diverted to, purposes other than the exclusive benefit of Participants or their Joint Annuitants and Beneficiaries;
|
|
(b)
|
decrease the accrued benefits of any Participant or his or her Joint Annuitant or Beneficiary under the Plan; or
|
|
(c)
|
except to the extent permitted by law, eliminate or reduce an early retirement benefit or retirement-type subsidy (as defined in Code Section 411) or an optional form of benefit with respect to service prior to the date the amendment is adopted or effective, whichever is later.
|
|
(a)
|
As used in this Section 12.10, an “eligible rollover distribution” means any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee’s designated beneficiary, or for a specified period of 10 years or more; any distribution to the extent such distribution is required under Section 401(a)(9) of the Code; the portion of any distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities); and any other distribution(s) that is reasonably expected to total less than $200 during a year.
|
|
(b)
|
As used in this Section 12.10, an “eligible retirement plan” means an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, an annuity plan described in Section 403(a) of the Code, a qualified trust described in Section 401(a) of the Code, that accepts the distributee’s eligible rollover distribution and an annuity contract described in Section 403(b) of the Code or an eligible retirement plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or an agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan. The definition of “eligible retirement plan” shall also apply in the case of a distribution to a surviving spouse, or to a spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code. For distributions made on or after January 1, 2008, an “eligible retirement plan” shall also include a Roth IRA defined in Section 408A(b) of the Code.
|
|
(c)
|
As used in this Section 12.10, a “distributee” includes an Employee or former Employee. In addition, the Employee’s or former Employee’s surviving spouse and the Employee’s or former Employee’s spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code, are distributees with regard to the interest of the spouse or former spouse.
|
|
(d)
|
As used in this Section 12.10, a “direct rollover” is a payment by the Plan to the eligible retirement plan specified by the distributee.
|
|
(a)
|
If the applicant’s claim is for benefits as a result of Disability, then the initial decision on a claim for benefits will be made within 45 days after the Plan receives the applicant’s claim, unless special circumstances require additional time, in which case the Plan Administrator will notify the applicant before the end of the initial 45-day period of an extension of up to 30 days. If necessary, the Plan Administrator may notify the applicant, prior to the end of the initial 30-day extension period, of a second extension of up to 30 days. If an extension is due to the applicant’s failure to supply the necessary information, the notice of extension will describe the additional information and the applicant will have 45 days to provide the additional information. Moreover, the period for making the determination will be delayed from the date the notification of extension was sent out until the applicant responds to the request for additional information. No additional extensions may be made, except with the applicant’s voluntary consent. The contents of the notice shall be the same as described in Section 12.11.12 above. If a benefit claim as a result of Disability is denied in whole or in part, the applicant (or his authorized representative) will receive written or electronic notification, as described in Section 12.11.2.
|
|
(b)
|
If an internal rule, guideline, protocol or similar criterion is relied upon in making the adverse determination, then the notice to the applicant of the adverse decision will either set forth the internal rule, guideline, protocol or similar criterion, or will state that such was relied upon and will be provided free of charge to the applicant upon request (to the extent not legally-privileged) and if the applicant’s claim was denied based on a medical necessity or experimental treatment of similar exclusion or limit, then the applicant will be provided a statement either explaining the decision or indicating that an explanation will be provided to the applicant free of charge upon request.
|
|
(c)
|
The Review Panel, as described above in Section 12.11.3 shall be the named fiduciary with the authority to act on any appeal from a denial of benefits as a result of Disability under the Plan. Any applicant (or his authorized representative) whose application for benefits as a result of Disability is denied in whole or in part may appeal the denial by submitting to the Review Panel a request for a review of the application within 180 days after receiving notice of the denial. The request for review shall be in the form and manner prescribed by the Review Panel and addressed as follows: “Review Panel of the Employee Welfare Benefits Plan Committee, 1803 Gears Road, Houston, TX 77067-4097.” In the event of such an appeal for review, the provisions of Section 12.11.4 regarding the applicant’s rights and responsibilities shall apply. Upon request, the Review Panel will identify any medical or vocational expert whose advice was obtained on behalf of the Review Panel in connection with an adverse benefit determination, without regard to whether the advice was relied upon in making the benefit determination. The entity or individual appointed by the Review Panel to review the claim will consider the appeal de novo, without any deference to the initial benefit denial. The review will not include any person who participated in the initial benefit denial or who is the subordinate of a person who participated in the initial benefit denial.
|
|
(d)
|
If the initial benefit denial was based in whole or in part on a medical judgment, then the Review Panel will consult with a health care professional who has appropriate training and experience in the field of medicine involved in the medical judgment, and who was neither consulted in connection with the initial benefit determination nor is the subordinate of any person who was consulted in connection with that determination; and upon notifying the applicant of an adverse determination on review, include in the notice either an explanation of the clinical basis for the determination, applying the terms of the Plan to the applicant’s medical circumstances, or a statement that such explanation will be provided free of charge upon request.
|
|
(e)
|
A decision on review shall be made promptly, but not later than 45 days after receipt of a request for review, unless special circumstances require an extension of time for processing. If an extension is required, the applicant will be notified before the end of the initial 45-day period that an extension of time is required and the anticipated date that the review will be completed. A decision will be given as soon as possible, but not later than 90 days after receipt of a request for review. The Review Panel shall give notice of its decision to the applicant; such notice shall comply with the requirements set forth in Section 12.11.5. In addition, if the applicant’s claim was denied based on a medical necessity or experimental treatment or similar exclusion, the applicant will be provided a statement explaining the decision, or a statement providing that such explanation will be furnished to the applicant free of charge upon request. The notice shall also contain the following statement: “You and your Plan may have other voluntary alternative dispute resolution options, such as mediation. One way to find out what may be available is to contact your local U.S. Department of Labor Office and your State insurance regulatory agency.”
|
|
(a)
|
an officer of the Company or an Affiliate with annual Compensation greater than $130,000 (as adjusted under Code Section 416(i)(1) for Plan Years beginning after December 31, 2002);
|
|
(b)
|
a 5% owner of the Company or an Affiliate; or
|
|
(c)
|
a 1% owner of the Company or an Affiliate with annual Compensation from the Company and all Affiliates of more than $150,000.
|
|
(a)
|
had a participant who was a Key Employee; or
|
|
(b)
|
was required to be considered with a plan in which a Key Employee participated in order to enable the plan in which the Key Employee participated to meet the requirements of Code Section 401(a)(4) or 410(b).
|
|
(a)
|
as of the most recent “Actuarial Valuation Date,” which is the most recent valuation date within a 12-month period ending on the Determination Date.
|
|
(b)
|
as if the Participant terminated service as of the actuarial valuation date; and
|
|
(c)
|
the Actuarial Valuation Date must be the same date used for computing the defined benefit plan minimum funding costs, regardless of whether a valuation is performed that Plan Year.
|
|
(a)
|
the present value of accrued benefits using the actuarial assumptions of Exhibit E-4;
|
|
(b)
|
any Plan distributions made within the Plan Year that includes the Determination Date, provided however, in the case of a distribution made for a reason other than separation from service (effective January 1, 2002, severance from employment), death or disability, this provision shall also include distributions made within the 4 preceding Plan Years. In the case of distributions made after the valuation date and prior to the Determination Date, such distributions are not included as distributions for top heavy purposes to the extent that such distributions are already included in the Participant’s present value of accrued benefits as of the valuation date. Notwithstanding anything herein to the contrary, all distributions, including distributions under a terminated plan which if it had not been terminated would have been required to be included in an Aggregation Group, will be counted;
|
|
(c)
|
any Employee Contributions, whether voluntary or mandatory. However, amounts attributable to tax deductible Qualified Voluntary Employee Contributions shall not be considered to be a part of the Participant’s present value of accrued benefits;
|
|
(d)
|
with respect to unrelated rollovers and plan-to-plan transfers (ones which are both initiated by the Participant and made from a plan maintained by one employer to a plan maintained by another employer), if this Plan provides for rollovers or plan-to-plan transfers, it shall always consider such rollover or plan-to-plan transfer as a distribution for the purposes of this Section 13.1. If this Plan is the plan accepting such rollovers or plan to-plan transfers, it shall not consider such rollovers or plan-to-plan transfers, as part of the Participant’s present value of accrued benefits;
|
|
(e)
|
with respect to related rollovers and plan-to-plan transfers (ones either not initiated by the Participant or made to a plan maintained by the same employer), if this Plan provides the rollover or plan-to-plan transfer, it shall not be counted as a distribution for purposes of this Section. If this Plan is the plan accepting such rollover or plan-to-plan transfer, it shall consider such rollover or plan-to-plan transfer as part of the Participant’s present value of accrued benefits, irrespective of the date on which such rollover or plan-to-plan transfer is accepted; and
|
|
(f)
|
if an individual has not performed services for a Participating Employer within the Plan Year that includes the Determination Date, any accrued benefit for such individual shall not be taken into account.
|
Years of Service
|
Percentage Vested
|
1-2
|
0%
|
3
|
100%
|
|
(a)
|
the adoption date of the amendment,
|
|
(b)
|
the effective date of the amendment, or
|
|
(c)
|
the date the Participant receives written notice of the amendment from the Company.
|
John Bean Technologies Corporation |
By:_____________________________ |
Member, Employee Welfare Benefits Plan Committee |
LOCATION | DATE SOLD/CLOSED |
Invalco | February 26, 1999 |
Houston Fluid Control | January 1, 1984 |
PLAN NAME | EFFECTIVE
DATE OF
MERGER
|
SUPPLEMENT
NUMBER
|
Pneumo Abex Corporation Retirement Income Plan
(Jetway Equipment Division)
|
May 27, 1994
|
1
|
Retirement Plan for Employees of Stein
|
June 1, 1997
|
2
|
Moorco International, Inc. Retirement Income Plan
|
July 1, 1997
|
3
|
Smith Meter, Inc. Salaried Retirement Plan
|
July 1, 1997
|
4
|
1-1
|
Eligible Employees
|
1-2
|
Calculation of Normal Retirement Benefit
|
1-3
|
Early Retirement Date
|
1-4
|
Termination Benefit
|
1-5
|
Years of Vesting Service
|
1-6
|
Available Forms of Benefits
|
1-7
|
Special Provisions for Participants in the Retirement Plan for Salaried Employees of Abex Corporation
|
2-1
|
Eligible Employees
|
2-2
|
Calculation of Normal Retirement Benefit
|
2-3
|
Years of Vesting Service
|
2-4
|
Available Forms of Benefits
|
3-1
|
Eligible Employees
|
3-2
|
Calculation of Normal Retirement Benefit
|
3-3
|
Early Retirement Date
|
3-4
|
Years of Vesting Service
|
3-5
|
Prior Plan Benefits
|
3-6
|
Non-Spouse Death Benefit
|
4-1
|
Eligible Employees
|
4-2
|
Calculation of Normal Retirement Benefit
|
4-3
|
Early Retirement Date
|
4-4
|
Normal Retirement Date
|
4-5
|
Years of Vesting Service
|
4-6
|
Prior Plan Benefits
|
4-7
|
Payment to Active Participant After Normal Retirement Date
|
4-8
|
Non-Spouse Death Benefit
|
Page
|
||||
Introduction
|
1
|
|||
ARTICLE I Definitions
|
2
|
|||
Actuarial Equivalent
|
2
|
|||
Administrator
|
3
|
|||
Affiliate
|
3
|
|||
Annuity Starting Date
|
4
|
|||
Beneficiary
|
4
|
|||
Board
|
4
|
|||
Benefits Agreement
|
4
|
|||
Code
|
4
|
|||
Collective Bargaining Agreement
|
4
|
|||
Committee
|
4
|
|||
Company
|
4
|
|||
Early Retirement Benefit
|
4
|
|||
Early Retirement Date
|
4
|
|||
Effective Date
|
4
|
|||
Eligible Employee
|
5
|
|||
Employee
|
5
|
|||
Employment Commencement Date
|
5
|
|||
ERISA
|
5
|
|||
50% Joint and Survivor’s Annuity 5 | 5 | |||
FMC
|
5
|
|||
FMC Beneficiary
|
5
|
|||
FMC Joint Annuitant
|
5
|
|||
FMC Participant
|
6
|
|||
FMC Plan
|
6
|
|||
FMCTI Beneficiary
|
6
|
|||
FMCTI Joint Annuitant
|
6
|
|||
FMCTI Participant
|
6
|
|||
FMCTI
|
6
|
Page
|
||||
FMCTI Plan
|
6
|
|||
FTI Spinoff
|
6
|
|||
Hour of Service
|
6
|
|||
Individual Life Annuity
|
7
|
|||
Investment Manager
|
7
|
|||
JBT Spinoff
|
7
|
|||
Leased Employee
|
7
|
|||
Normal Retirement Benefit
|
7
|
|||
Normal Retirement Date
|
7
|
|||
100% Joint and Survivor’s Annuity 7 | 7 | |||
One-Year Period of Severance
|
7
|
|||
Participant
|
7
|
|||
Participating Employer
|
7
|
|||
Period of Service
|
8
|
|||
Period of Severance
|
8
|
|||
Plan
|
8
|
|||
Plan Year
|
8
|
|||
Reemployment Commencement Date
|
8
|
|||
Severance From Service Date
|
8
|
|||
Supplement
|
9
|
|||
Total and Permanent Disability
|
9
|
|||
Trust
|
9
|
|||
Trust Fund
|
9
|
|||
Year of Credited Service
|
9
|
|||
Year of Vesting Service
|
10
|
|||
ARTICLE II Participation
|
11
|
|||
2.1
|
Eligibility and Commencement of Participation
|
11
|
||
2.2
|
Provision of Information
|
11
|
||
2.3
|
Termination of Participation
|
11
|
||
2.4
|
Special Rules Relating to Veterans’ Reemployment Rights
|
11
|
Page
|
||||
ARTICLE III Normal, Early and Deferred Retirement Benefits
|
12
|
|||
3.1
|
Normal Retirement Benefits
|
12
|
||
3.2
|
Early Retirement Benefits
|
12
|
||
3.3
|
Deferred Retirement Benefits
|
13
|
||
3.4
|
Suspension of Benefits
|
14
|
||
3.5
|
Benefit Limitations
|
17
|
||
3.6
|
FMC Participants’ and FMCTI Participants’ Benefits
|
19
|
||
ARTICLE IV Termination Benefits
|
19
|
|||
4.1
|
Termination of Service
|
19
|
||
4.2
|
Amount of Termination Benefit
|
20
|
||
ARTICLE V Disability Retirement Benefits
|
20
|
|||
5.1
|
Disability Retirement
|
20
|
||
5.2
|
Amount of Disability Retirement Benefit
|
20
|
||
ARTICLE VI Payment of Retirement Benefits
|
21
|
|||
6.1
|
Normal Form of Benefit
|
21
|
||
6.2
|
Optional Forms of Benefit
|
21
|
||
6.3
|
Election of Benefits
|
21
|
||
6.4
|
FMC Participants and FMCTI Participants in Pay Status
|
23
|
||
6.5
|
Election of Retroactive Annuity Starting Date
|
24
|
||
ARTICLE VII Survivor’s Benefits
|
25
|
|||
7.1
|
Surviving Spouse’s Benefit
|
25
|
||
7.2
|
Certain Former Employees
|
25
|
||
ARTICLE VIII Fiduciaries
|
26
|
|||
8.1
|
Named Fiduciaries
|
26
|
||
8.2
|
Employment of Advisers
|
26
|
||
8.3
|
Multiple Fiduciary Capacities
|
26
|
||
8.4
|
Payment of Expenses
|
26
|
||
8.5
|
Indemnification
|
27
|
Page
|
||||
ARTICLE IX Plan Administration
|
27
|
|||
9.1
|
Powers, Duties and Responsibilities of the Administrator and the Committee
|
27
|
||
9.2
|
Delegation of Administration Responsibilities
|
27
|
||
9.3
|
Committee Members
|
28
|
||
ARTICLE X Funding of the Plan
|
28
|
|||
10.1
|
Appointment of Trustee
|
28
|
||
10.2
|
Actuarial Cost Method
|
28
|
||
10.3
|
Cost of the Plan
|
28
|
||
10.4
|
Funding Policy
|
29
|
||
10.5
|
Cash Needs of the Plan
|
29
|
||
10.6
|
Public Accountant
|
29
|
||
10.7
|
Enrolled Actuary
|
29
|
||
10.8
|
Basis of Payments to the Plan
|
30
|
||
10.9
|
Basis of Payments from the Plan
|
30
|
||
ARTICLE XI Plan Amendment or Termination
|
30
|
|||
11.1
|
Plan Amendment or Termination
|
30
|
||
11.2
|
Limitations on Plan Amendment
|
30
|
||
11.3
|
Effect of Plan Termination
|
31
|
||
11.4
|
Allocation of Trust Fund on Termination
|
31
|
||
ARTICLE XII Miscellaneous Provisions
|
31
|
|||
12.1
|
Subsequent Changes
|
31
|
||
12.2
|
Plan Mergers
|
32
|
||
12.3
|
No Assignment of Property Rights
|
32
|
||
12.4
|
Beneficiary
|
33
|
||
12.5
|
Benefits Payable to Minors, Incompetents and Others
|
33
|
||
12.6
|
Employment Rights
|
33
|
||
12.7
|
Proof of Age and Marriage
|
33
|
||
12.8
|
Small Annuities
|
34
|
||
12.9
|
Controlling Law
|
34
|
||
12.10
|
Direct Rollover Option
|
34
|
Page
|
||||
12.11
|
Claims Procedure
|
35
|
||
12.12
|
Participation in the Plan by an Affiliate
|
39
|
||
12.13
|
Action by Participating Employers
|
39
|
||
ARTICLE XIII Top Heavy Provisions
|
40
|
|||
13.1
|
Top Heavy Definitions
|
40
|
||
13.2
|
Determination of Top Heavy Status
|
43
|
||
13.3
|
Minimum Benefit Requirement for Top Heavy Plan
|
43
|
||
13.4
|
Vesting Requirement for Top Heavy Plan
|
44
|
||
SUPPLEMENTAL 1
|
JETWAY SYSTEMS DIVISION, OGDEN, UTAH
|
46
|
||
SUPPLEMENTAL 2
|
PACKAGING MACHINERY DIVISION, GREEN BAY, WISCONSIN
|
50
|
||
SUPPLEMENTAL 3
|
SMITH METER PLANT, ERIE, PENNSYLVANIA
|
52
|
||
SUPPLEMENTAL 4
|
FOOD PROCESSING MACHINERY DIVISION, HOOPESTON, ILLINOIS
|
58
|
||
SUPPLEMENTAL 5
|
AIRLINE EQUIPMENT DIVISION, SAN JOSE, CALIFORNIA
|
61
|
||
SUPPLEMENTAL 6
|
FOOD PROCESSING MACHINERY DIVISION, SAN JOSE, CALIFORNIA
|
63
|
|
(i)
|
with respect to FMC Participants whose Annuity Starting Dates occurred prior to June 1, 1995, based on the actuarial assumptions described above; provided that the interest rate shall not exceed the immediate rate used by the Pension Benefit Guaranty Corporation for lump sum distributions occurring on the first day of the Plan Year that contains the Annuity Starting Date;
|
|
(ii)
|
with respect to FMC Participants with Annuity Starting Dates occurring on or after June 1, 1995, and who had an Hour of Service prior to August 31, 1999, based on the 1983 Group Annuity Mortality Table (weighted 50% male and 50% female) (or the applicable mortality table prescribed under Section 417(e)(3) of the Code) and the lesser of the interest rate described above or the applicable interest rate prescribed under Section 417(e)(3) of the Code for the November preceding the Plan Year that contains the Annuity Starting Date;
|
|
(iii)
|
for Annuity Starting Dates occurring on or after August 31, 1999, with respect to any Participant who did not have an Hour of Service prior to August 31, 1999, based on the 1983 Group Annuity Mortality Table (weighted 50% male and 50% female) (or the applicable mortality table, prescribed under Section 417(e)(3) of the Code) and the applicable interest rate prescribed under Section 417(e)(3) of the Code for the November preceding the Plan Year that contains the Annuity Starting Date;
|
|
(iv)
|
For Annuity Starting Dates occurring on or after December 31, 2002, using the applicable interest rate as described above, based on the 1994 Group Annuity Reserving Table (weighted 50% male, 50% female and projected to 2002 using Scale AA), which is the applicable mortality table prescribed in Rev. Rul. 2001-62 (or the applicable mortality table, prescribed under Section 417(e)(3) of the Code or other guidance of general applicability issued thereunder); and
|
|
(v)
|
Effective January 1, 2008, and solely for purposes of the determination of the present value of benefits pursuant to Code Section 417(e): (1) the applicable interest rate shall mean the applicable interest rate described in Code Section 417(e)(3)(C), which is the adjusted first, second and third segment rates (defined in Code Section 417(e)(3)(D)) applied under rules similar to the rules of Code Section 430(h)(2)(C) for the month of November preceding the first day of the Plan Year which includes the date of distribution, and (2) the applicable mortality table shall mean the applicable mortality table described in Code Section 417(e)(3)(B), Revenue Ruling 2007-67 and subsequent guidance (including regulations) issued by the Internal Revenue Service.
|
|
(a)
|
a member of a controlled group of corporations of which the Company is a member (as described in Code Section 414(b));
|
|
(b)
|
a member of any trade or business under common control with the Company (as described in Code Section 414(c));
|
|
(c)
|
a member of an affiliated service group that includes the Company (as described in Code Section 414(m));
|
|
(d)
|
an entity required to be aggregated with the Company pursuant to regulations promulgated under Code Section 414(o); or
|
|
(e)
|
a leasing organization that provides Leased Employees to the Company or an Affiliate (as determined under paragraphs (a) through (d) above), unless (i) the Leased Employees constitute less than 20% of the nonhighly compensated workforce of the Company and Affiliates (as determined under paragraphs (a) through (d) above; and (ii) the Leased Employees are covered by a plan described Code Section 414(n)(5).
|
|
(a)
|
a person who is not a Leased Employee and who is engaged as an independent contractor is not an Employee;
|
|
(b)
|
only individuals who are paid as employees from the payroll of the Company or an Affiliate and treated as employees are Employees under the Plan; and
|
|
(c)
|
any person retroactively found to be a common law employee shall not be eligible to participate in the Plan for any period he was not an Employee under the Plan.
|
|
(a)
|
the date on which an Employee voluntarily terminates, retires, is discharged or dies; the first anniversary of the first date of a period in which an Employee remains absent from service (with or without pay) with the Company and Affiliates for any reason other than voluntary termination, retirement, discharge or death; or
|
|
(b)
|
the second anniversary of the date an Employee is absent pursuant to a maternity or paternity leave of absence; provided, however, that the period between the first and second anniversaries of the first date of such absence shall be neither a Period of Service nor a One-Year Period of Severance.
|
|
(i)
|
during a leave of absence, vacation or holiday with pay;
|
|
(ii)
|
during a leave of absence without pay granted by reason of disability or under the Family and Medical Leave Act of 1993;
|
|
(iii)
|
during a period of qualified military service, provided the Employee makes application to return within 90 days after completion of active an Eligible Employee and after he has become a Participant divided by 12. A partial month in such Period of Service counts as a whole month, and fractional Years of Credited Service shall service and returns to active employment as an Employee while reemployment rights are protected by law. If the Employee does not so return, the Employee shall have a Severance From Service Date on the first anniversary of the date of entry into military service.
|
|
(i)
|
a partial month in the Employee’s Period of Service counts as a whole month;
|
|
(ii)
|
if the Employee has a Severance From Service Date by reason of a voluntary termination, discharge or retirement and the Employee then performs 1 Hour of Service within 12 months of the Severance From Service Date, such Period of Severance is included in the Period of Service. If the Employee has a Severance From Service Date by reason of a voluntary termination, discharge or retirement during an absence from service of 12 months or less for any reason other than a voluntary termination, discharge or retirement, and then performs 1 Hour of Service within 12 months of the date on which the Employee was first absent from service, such Period of Severance is included in the Period of Service;
|
|
(iii)
|
period of Service also includes the following:
|
|
(1)
|
a period of employment with an employer substantially all of the equity interest or assets of which have been acquired by the Company or an Affiliate, but only to the extent that the Company expressly recognizes such period as a Period of Service pursuant to written and nondiscriminatory rules; and
|
|
(2)
|
such other periods as the Company recognizes as a Period of Service pursuant to written and nondiscriminatory rules.
|
|
(a)
|
the Employee is an Eligible Employee; and
|
|
(b)
|
the Employee either (i) is a regular, full-time employee, or (ii) has completed not less than 1,000 Hours of Service in a 12-month period beginning on the Employee’s Employment Commencement Date or any anniversary thereof.
|
|
(a)
|
General Rule. Notwithstanding any provisions of this Plan to the contrary, contributions, benefits and service credit with respect to “qualified military service” will be provided in accordance with Section 414(u) of the Code. “Qualified military service” means any service in the uniformed services (as defined in chapter 43 of title 38 of the United States Code) by any individual if such individual is entitled to reemployment rights under such chapter with respect to such service.
|
|
(b)
|
Differential Wage Payments. An individual receiving a differential wage payment, as defined by Section 3401(h)(2) of the Code, is treated as an Employee of the Participating Employer making the payment and the differential wage payment is treated as earnings under the Plan.
|
|
The Plan is not treated as failing to meet the requirements of any provision described in Section 414(u)(1)(C) of the Code due to any contribution or benefit which is based on the differential wage payment provided that all Employees of the Participating Employer are entitled to receive differential wage payments, and to make contributions based on such payments, on reasonably equivalent terms.
|
|
(c)
|
Death During Qualified Military Service. In the case of a death occurring on or after January 1, 2007, if a Participant dies while performing qualified military service (as defined in Section 414(u) of the Code), the survivors of the Participant are entitled to any additional benefits (other than benefit accruals relating to the period of qualified military service) provided under the Plan as if the Participant had resumed and then terminated employment on account of death.
|
|
(a)
|
the Participant’s 65th birthday;
|
|
(b)
|
the 10th anniversary of the year in which the Participant commenced participation in the Plan; and
|
|
(c)
|
the Participant terminates employment with the Company and all Affiliates.
|
|
(i)
|
the accrued benefit of a Participant who attains age 70-1/2 on or after January 1, 2000 must be distributed or commence to be distributed no later than the April 1 following the later of (1) the calendar year in which the Participant attains age 70-1/2 or (2) the calendar year in which the Participant retires (unless the Participant is a 5% owner, as defined in Code Section 416, of the Company with respect to the Plan Year in which the Participant attains age 70-1/2, in which case this Subsection (2) shall not apply); and
|
|
(ii)
|
the accrued benefit of a Participant who attains age 70-1/2 prior to January 1, 2000 must be distributed or commence to be distributed no later than the April 1 following the calendar year in which the Participant attains age 70-1/2 unless the Participant is not a 5% owner (as defined in Subsection (i)) and elects to defer distribution to the calendar year in which the Participant retires.
|
|
(i)
|
For purposes of this Section 3.4.2, the following definitions shall apply:
|
|
(1)
|
Postretirement Date Service means each calendar month after a Participant’s Normal Retirement Date and subsequent to the time that:
|
|
(A)
|
payment of retirement benefits commenced to the Participant if the Participant returned to employment with the Company and Affiliates, or
|
|
(B)
|
payment of retirement benefits would have commenced to the Participant if the Participant had not remained in employment with the Company and Affiliates,
|
|
(2)
|
Suspendable Amount means the monthly retirement benefits otherwise payable in a calendar month in which the Participant is engaged in Postretirement Date Service Payment shall be permanently withheld on a portion of a Participant’s retirement benefits, not in excess of the Suspendable Amount, for each calendar month during which the Participant is employed in Postretirement Date Service.
|
|
(ii)
|
If payments have been suspended pursuant to Subsection (ii) above, such payments shall resume no later than the first day of the third calendar month after the calendar month in which the Participant ceases to be employed in Postretirement Date Service; provided, however, that no payments shall resume until the Participant has complied with the requirements set forth in Subsection (vi) below. The initial payment upon resumption shall include the payment scheduled to occur in the calendar month when payments resume and any amounts withheld during the period between the cessation of Postretirement Date Service and the resumption of payment, less any amounts that are subject to offset pursuant to Subsection (iv) below.
|
|
(iii)
|
Retirement benefits made subsequent to Postretirement Date Service shall be reduced by (1) the Actuarial Equivalent of any benefits paid to the Participant prior to the time the Participant is reemployed after the Participant’s Normal Retirement Date; and (2) the amount of any payments previously made during those calendar months in which the Participant was engaged in Postretirement Date Service; provided, however, that such reduction under Subsection (2) shall not exceed, in any one month, 25% percent of that month’s total retirement benefits (excluding amounts described in Subsection (ii) above) that would have been due but for the offset.
|
|
(iv)
|
Any Participant whose retirement benefits are suspended pursuant to Subsection (ii) of this Section 3.4.2 shall be notified (by personal delivery or certified or registered mail) during the first calendar month in which payments are withheld that the Participant’s retirement benefits are suspended. Such notification shall include:
|
|
(1)
|
a description of the specific reasons for the suspension of payments;
|
|
(2)
|
a general description of the Plan provisions relating to the suspension;
|
|
(3)
|
a copy of the provisions;
|
|
(4)
|
a statement to the effect that applicable Department of Labor Regulations may be found at Section 2530.203-3 of Title 29 of the Code of Federal Regulations;
|
|
(5)
|
the procedure for appealing the suspension, which procedure shall be governed by Section 12.11; and
|
|
(6)
|
the procedure for filing a benefits resumption notification pursuant to Subsection (vi) below.
|
|
(v)
|
Payments shall not resume as set forth in Subsection (iii) above until a Participant performing Postretirement Date Service notifies the Administrator in writing of the cessation of such Service and supplies the Administrator with such proof of the cessation as the Administrator may reasonably require.
|
|
(vi)
|
A Participant may request, pursuant to the procedure contained in Section 12.11, a determination whether specific contemplated employment will constitute Postretirement Date Service.
|
|
(i)
|
The maximum shall apply to the Individual Life Annuity and to that portion of the Accrued Benefit (as adjusted as required under Code Section 415) payable in the form elected by the Participant during his lifetime.
|
|
(ii)
|
If a Participant has fewer than 10 years of participation in the Plan, the maximum dollar limitation of Subsection (a) above shall be multiplied by a fraction of which the numerator is the Participant’s actual years of participation in the Plan (computed to fractional parts of a year) and the denominator is 10. If a Participant has fewer than 10 Years of Vesting Service, the maximum compensation limitation in Subsection (b) above shall be multiplied by a fraction of which the numerator is the Years of Vesting Service (computed to fractional parts of a year) and the denominator is 10. Provided, however, that in no event shall such dollar or compensation limitation, as applicable, be less than 1/10th of such limitation determined without regard to any adjustment under this Subsection (ii).
|
|
(iii)
|
As of January 1 of each year, the dollar limitation as determined by the Commissioner of Internal Revenue for that calendar year to reflect increases in the cost of living, shall become effective as the maximum dollar limitation in Subsection (a) above for the Plan Year ending within that calendar year for Participants terminating in or after such Plan Year.
|
|
(iv)
|
If the benefit of a Participant begins prior to age 62, the defined benefit dollar limitation applicable to the Participant at such earlier age is an annual benefit payable in the form of a Life Annuity beginning at the earlier age that is the Actuarial Equivalent of the dollar limitation under Subsection (a) above applicable to the participant at age 62. The defined benefit dollar limitation applicable at an age prior to age 62 is determined by using the lesser of the effective Early Retirement reduction, as determined under the Plan, or 5% per year. The mortality basis for determining Actuarial Equivalence for terminations on or after December 31, 2002, as applicable, shall be the 1994 Group Annuity Reserving Table (weighted 50% male, 50% female and projected to 2002 using Scale AA), which is the table prescribed in Rev. Rul. 2001-62, (or the applicable mortality table, prescribed under Section 417(e)(3) of the Code or other guidance of general applicability issued thereunder).
|
|
(1)
|
if the Participant’s Social Security Retirement Age is 65, the dollar limitation for benefits commencing on or after age 62 is determined by reducing the dollar limitation under Subsection (a) above by 5/9ths of 1% for each month by which benefits commence before the month in which the Participant attains age 65;
|
|
(2)
|
if the Participant’s Social Security Retirement Age is greater than 65, the dollar limitation for benefits commencing on or after age 62 is determined by reducing the dollar limitation under Subsection (a) above by 5/9ths of 1% for each of the first 36 months and by 5/12ths of 1% for each of the additional months by which benefits commence before the month in which the Participant attains Social Security Retirement Age;
|
|
(3)
|
if the Participant’s benefit commences prior to age 62, the dollar limitation shall be the actuarial equivalent of Subsection (a) above, payable at age 62, as determined above, reduced for each month by which benefits commence before the month in which the Participant attains age 62. Actuarial equivalence shall be determined using the greater of the interest rate assumption under the Plan for determining early retirement benefits or 5% per year. The mortality basis for determining Actuarial Equivalence for terminations prior to January 1, 1995 shall be the 1971 Group Annuity Mortality Table (weighted 95% male and 5% female). The mortality basis for determining Actuarial Equivalence for any terminations on or after January 1, 1995 shall be the 1983 Group Annuity Mortality Table (weighted 50% male and 50% female);
|
|
(v)
|
Notwithstanding the foregoing, the maximum as applied to any FMC Participant on April 1, 1987 shall in no event be less than the FMC Participant’s “current accrued benefit” under the FMC Plan as of March 31, 1987, as that term is defined in Section 1106 of the Tax Reform Act of 1986.
|
|
(vi)
|
The maximum shall apply to the benefits payable to a Participant under the Plan and all other tax-qualified defined benefit plans of the Company and Affiliates (whether or not terminated), and benefits shall be reduced, if necessary, in the reverse of the chronological order of participation in such plans.
|
|
(vii)
|
For purposes of this Section 3.5.1, effective January 1, 2002, the term “compensation” means compensation as defined in Code Section 415(c)(3) and the term “monthly compensation” means compensation divided by 12.
|
|
(a)
|
a general description of the normal form of benefit payable under the Plan;
|
|
(b)
|
the Participant’s right to make and the effect of an election to waive the normal form of benefit;
|
|
(c)
|
the right of the Participant’s spouse not to consent to the Participant’s election under Section 6.1;
|
|
(d)
|
the right of Participant to revoke such election, and the effect of such revocation;
|
|
(e)
|
the optional forms of benefits available under the Plan; and
|
|
(f)
|
the Participant’s right to request in writing information on the particular financial effect of an election by the Participant to receive an optional form of benefit in lieu of the normal form of benefit.
|
|
(a)
|
not more than 90 (effective January 1, 2008, 180) days and not less than 30 days after a Participant who is in the employ of the Company or an Affiliate gives notice of the Participant’s intention to terminate employment and commence receipt of the Participant’s retirement benefits under the Plan; or
|
|
(b)
|
not more than 90 (effective January 1, 2008, 180) days and not less than 30 days prior to the attainment of age 65 of a Participant (whether or not the Participant has terminated employment) who has not previously commenced receiving retirement benefits.
|
|
(a)
|
distribution of benefits may commence less than 30 days after the
|
|
(i)
|
the Participant elects to waive the requirement that notice be given at least 30 days prior to the Annuity Starting Date; and
|
|
(ii)
|
the distribution commences more than 7 days after such notice is provided.
|
|
(b)
|
The notice described in Section 6.3.1 may be provided after the Annuity Starting Date, in which case the applicable election period shall not end before the 30th day after the date on which such notice is provided, unless the Participant elects to waive the 30-day notice requirements pursuant to Subsection (a) above.
|
|
(a)
|
The Participant’s spouse (including an alternate payee who is treated as the spouse under a qualified domestic relations order), determined as if the date distributions commence were the Participant’s Annuity Starting Date (as defined in Section 417(f)(2) of the Code), consents to the Participant’s election of a Retroactive Annuity Starting Date. The spousal consent requirement of this Section 6.5(a) is satisfied if such consent satisfies the conditions of Section 6.3.3 above.
|
|
(b)
|
If the date distribution commences is more than 12 months from the Retroactive Annuity Starting Date, the distribution provided based on the Retroactive Annuity Starting Date shall satisfy Section 415 of the Code as though the date distribution commences is substituted for the annuity starting date for all purposes, including for purposes of determining the applicable interest rate and applicable mortality table (as defined in Article I).
|
|
(c)
|
If the distribution is payable as a lump sum, the distribution amount shall not be less than the present value of the Participant’s accrued benefit, determined (i) using the applicable mortality table and applicable interest rate as of the distribution date or (ii) using the applicable mortality table and applicable interest rate as of the Participant’s Retroactive Annuity Starting Date. For purposes of this paragraph (c) applicable mortality table and applicable interest rate are defined in Article I.
|
|
(a)
|
future periodic payments shall be the same as the future periodic payments, if any, that would have been paid with respect to the Participant had payments actually commenced on the Retroactive Annuity Starting Date;
|
|
(b)
|
the Participant shall receive a make-up payment to reflect any missed payment or payments for the period from the Retroactive Annuity Starting Date to the date of actual make-up payment (with appropriate adjustment for interest from the date the missed payment or payments would have been made to the date of the actual make-up payment);
|
|
(c)
|
the benefit determined as of the Retroactive Annuity Starting Date shall satisfy Section 417(e)(3) of the Code, if applicable, and Section 415 with the applicable interest rate and applicable mortality table (as defined in Article I) determined as of that date; and the Retroactive Annuity Starting Date shall not precede the date the Participant could have otherwise started receiving benefits under the Plan.
|
|
(a)
|
if the FMC Participant is credited with an hour of service under the FMC Plan or a predecessor plan on or after September 2, 1974, but is not otherwise credited with an hour of service under the FMC Plan, the FMCTI Plan or this Plan in a Plan Year beginning on or after January 1, 1976, the Participant shall be afforded an opportunity to elect payment of benefits in the form of a 100% Joint and Survivor’s Annuity; or
|
|
(b)
|
if the Participant is credited with an Hour of Service under this Plan, the FMC Plan, the FMCTI Plan, or a predecessor plan in a Plan Year beginning after December 31, 1975, the Participant shall be afforded the opportunity to elect a Surviving Spouse’s Benefit under Section 7.1.
|
|
(i)
|
the date on which the Plan terminates,
|
In the case of a Plan Year
beginning in calendar year:
|
The applicable percentage is: | |
2008 | 92% | |
2009 | 94% | |
2010 | 96% |
|
(a)
|
authorize any part of the Trust Fund to be used for, or diverted to, purposes other than the exclusive benefit of Participants or their Beneficiaries;
|
|
(b)
|
decrease the accrued benefits of any Participant or his or her Beneficiary under the Plan; or
|
|
(c)
|
except to the extent permitted by law, eliminate or reduce an early retirement benefit or retirement-type subsidy (as defined in Code Section 411) or an optional form of benefit with respect to service prior to the date the amendment is adopted or effective, whichever is later.
|
|
(a)
|
As used in this Section 12.10, an “eligible rollover distribution” means any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee’s designated beneficiary, or for a specified period of 10 years or more; any distribution to the extent such distribution is required under Section 401(a)(9) of the Code; the portion of any distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities); and any other distribution(s) that is reasonably expected to total less than $200 during a year. Notwithstanding the preceding to the contrary, effective for Plan Years beginning on or after January 1, 2007, a Participant may also elect to make a direct rollover of after-tax employee contributions to a qualified plan or to a 403(b) plan that agrees to separately account for such amounts.
|
|
(b)
|
As used in this Section 12.10, an “eligible retirement plan” means an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, an annuity plan described in Section 403(a) of the Code, a qualified trust described in Section 401(a) of the Code that accepts the distributee’s eligible rollover distribution, an annuity contract described in Section 403(b) of the Code or an eligible retirement plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or an agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan. The definition of ‘eligible retirement plan’ shall apply in the case of a distribution to a surviving spouse or to a spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code. For distributions made on or after January 1, 2008, an “eligible retirement plan” shall also include a Roth IRA defined in Section 408A(b) of the Code.
|
|
(c)
|
As used in this Section 12.10, a “direct rollover” is a payment by the Plan to the eligible retirement plan specified by the distributee.
|
|
(a)
|
If the applicant’s claim is for benefits as a result of Disability, then the initial decision on a claim for benefits will be made within 45 days after the Plan receives the applicant’s claim, unless special circumstances require additional time, in which case the Plan Administrator will notify the applicant before the end of the initial 45-day period of an extension of up to 30 days. If necessary, the Plan Administrator may notify the applicant, prior to the end of the initial 30-day extension period, of a second extension of up to 30 days. If an extension is due to the applicant’s failure to supply the necessary information, the notice of extension will describe the additional information and the applicant will have 45 days to provide the additional information. Moreover, the period for making the determination will be delayed from the date the notification of extension was sent out until the applicant responds to the request for additional information. No additional extensions may be made, except with the applicant’s voluntary consent. The contents of the notice shall be the same as described in Section 12.11.2 above. If a benefit claim as a result of Disability is denied in whole or in part, the applicant (or his authorized representative) will receive written or electronic notification, as described in Section 12.11.2.
|
|
(b)
|
If an internal rule, guideline, protocol or similar criterion is relied upon in making the adverse determination, then the notice to the applicant of the adverse determination will either set forth the internal rule, guideline, protocol or similar criterion, or will state that such was relied upon and will be provided free of charge to the applicant upon request (to the extent not legally-privileged) and if the applicant’s claim was denied based on a medical necessity or experimental treatment or similar exclusion or limit, then the applicant will be provided a statement either explaining the decision or indicating that an explanation will be provided to the applicant free of charge upon request.
|
|
(c)
|
The Review Panel, as described above in Section 12.11.3 shall be the named fiduciary with the authority to act on any appeal from a denial of benefits as a result of Disability under the Plan. Any applicant (or his authorized representative) whose application for benefits as a result of Disability is denied in whole or in part may appeal the denial by submitting to the Review Panel a request for a review of the application within 180 days after receiving notice of the denial. The request for review shall be in the form and manner prescribed by the Review Panel and addressed as follows: “Review Panel of the Employee Welfare Benefits Plan Committee, 1803 Gears Road, Houston, Texas 77067-4097.” In the event of such an appeal for review, the provisions of Section 12.11.4 regarding the applicant’s rights and responsibilities shall apply. Upon request, the Review Panel will identify any medical or vocational expert whose advice was obtained on behalf of the Review Panel in connection with an adverse benefit determination, without regard to whether the advice was relied upon in making the benefit determination. The entity or individual appointed by the Review Panel to review the claim will consider the appeal de novo, without any deference to the initial benefit denial. The review will not include any person who participated in the initial benefit denial or who is the subordinate of a person who participated in the initial benefit denial.
|
|
(d)
|
If the initial benefit denial was based in whole or in part on a medical judgment, then the Review Panel will consult with a health care professional who has appropriate training and experience in the field of medicine involved in the medical judgment, and who was neither consulted in connection with the initial benefit determination nor is the subordinate of any person who was consulted in connection with that determination; and upon notifying the applicant of an adverse determination on review, include in the notice either an explanation of the clinical basis for the determination, applying the terms of the Plan to the applicant’s medical circumstances, or a statement that such explanation will be provided free of charge upon request.
|
|
(e)
|
A decision on review shall be made promptly, but not later than 45 days after receipt of a request for review, unless special circumstances require an extension of time for processing. If an extension is required, the applicant will be notified before the end of the initial 45-day period that an extension of time is required and the anticipated date that the review will be completed. A decision will be given as soon as possible, but not later than 90 days after receipt of a request for review. The Review Panel shall give notice of its decision to the applicant; such notice shall comply with the requirements set forth in Section 12.11.5. In addition, if the applicant’s claim was denied based on a medical necessity or experimental treatment or similar exclusion, the applicant will be provided a statement explaining the decision, or a statement providing that such explanation will be furnished to the applicant free of charge upon request. The notice shall also contain the following statement: “You and your Plan may have other voluntary alternative dispute resolution options, such as mediation. One way to find out what may be available is to contact your local U.S. Department of Labor Office and your State insurance regulatory agency.”
|
|
(a)
|
an officer of the Company or an Affiliate with annual Compensation greater than $130,000 (as adjusted under Code Section 416(i)(1) for Plan years beginning after December 31, 2002);
|
|
(b)
|
a 5% owner of the Company or an Affiliate; or
|
|
(c)
|
a 1% owner of the Company or an Affiliate with annual Compensation from the Company and all Affiliates of more than $150,000.
|
|
(a)
|
had a participant who was a Key Employee; or
|
|
(b)
|
was required to be considered with a plan in which a Key Employee participated in order to enable the plan in which the Key Employee participated to meet the requirements of Code Section 401(a)(4) or 410(b).
|
|
(a)
|
as of the most recent “Actuarial Valuation Date,” which is the most recent valuation date within a 12-month period ending on the Determination Date;
|
|
(b)
|
as if the Participant terminated service as of the actuarial valuation date; and
|
|
(c)
|
the Actuarial Valuation Date must be the same date used for computing the defined benefit plan minimum funding costs, regardless of whether a valuation is performed that Plan Year.
|
|
(a)
|
the Actuarial Equivalent present value of accrued benefits;
|
|
(b)
|
any Plan distributions made within the Plan Year that includes the Determination Date; provided, however, in the case of a distribution made for a reason other than separation from service (effective January 1, 2002, severance from employment), death or disability, this provision shall also include distributions made within the 4 preceding Plan Years. In the case of distributions made after the valuation date and prior to the Determination Date, such distributions are not included as distributions for top heavy purposes to the extent that such distributions are already included in the Participant’s present value of accrued benefits as of the valuation date. Notwithstanding anything herein to the contrary, all distributions, including distributions under a terminated plan which if it had not been terminated would have been required to be included in an Aggregation Group, will be counted;
|
|
(c)
|
any Employee Contributions, whether voluntary or mandatory. However, amounts attributable to tax deductible Qualified Voluntary Employee Contributions shall not be considered to be a part of the Participant’s present value of accrued benefits;
|
|
(d)
|
with respect to unrelated rollovers and plan-to-plan transfers (ones which are both initiated by the Participant and made from a plan maintained by one employer to a plan maintained by another employer), if this Plan provides for rollovers or plan-to-plan transfers, it shall always consider such rollover or plan-to-plan transfer as a distribution for the purposes of this Section 13.1. If this Plan is the plan accepting such rollovers or plan-to-plan transfers, it shall not consider such rollovers or plan-to-plan transfers, as part of the Participant’s present value of accrued benefits;
|
|
(e)
|
with respect to related rollovers and plan-to-plan transfers (ones either not initiated by the Participant or made to a plan maintained by the same employer), if this Plan provides the rollover or plan-to-plan transfer, it shall not be counted as a distribution for purposes of this Section. If this Plan is the plan accepting such rollover or plan-to-plan transfer, it shall consider such rollover or plan-to-plan transfer as part of the Participant’s present value of accrued benefits, irrespective of the date on which such rollover or plan-to-plan transfer is accepted; and
|
|
(f)
|
if an individual has not performed services for a Participating Employer within the Plan Year that includes the Determination Date, any accrued benefit for such individual shall not be taken into account.
|
Years of Service
|
Percentage Vested
|
1 - 2
|
0%
|
3
|
100%
|
|
(a)
|
the adoption date of the amendment,
|
|
(b)
|
the effective date of the amendment, or
|
|
(c)
|
the date the Participant receives written notice of the amendment from the Company.
|
JOHN BEAN TECHNOLOGIES CORPORATION
|
|||
|
By:_______________________________
|
||
Member, Employee Welfare Benefits Plan Committee |
|
(a)
|
1.025% of Average Monthly Earnings multiplied by the Participant’s Years of Credited Service.
|
|
(b)
|
The product of the benefit rate provided below in effect at the termination of the Participant’s Years of Credited Service multiplied by the
|
Termination Date | Benefit Rate | |
On or after September 1, 1998 but before August 31, 1999 | $21.50 | |
On or after September 1, 1999 | $22.50 |
Age Benefits
Begin
|
Reduced
Percentage
|
65
|
00.00%
|
64
|
93.00%
|
63
|
86.53%
|
62
|
80.60%
|
61
|
75.20%
|
60
|
70.33%
|
59
|
66.00%
|
58
|
62.20%
|
57
|
58.93%
|
56
|
56.20%
|
55
|
54.00%
|
Age Benefits Begin
|
Reduced Percentage
|
65
|
0%
|
64
|
96%
|
63
|
92%
|
62
|
88%
|
61
|
84%
|
60
|
80%
|
59
|
75%
|
58
|
70%
|
57
|
65%
|
56
|
60%
|
55
|
55%
|
|
(a)
|
an Individual Life Annuity; or
|
|
(b)
|
a 50% or 100% joint and survivor annuity, with the Participant’s Beneficiary as the survivor.
|
|
(a)
|
Each hour during an applicable computation period for which an Employee is directly or indirectly paid or entitled to payment as an Employee for services performed, including back pay, irrespective of mitigation of damages, or such hours directly or indirectly paid for reasons other than the performance of duties during the applicable computation period, such as vacation, holidays, paid sick or funeral leaves, and similar paid periods of nonworking time, or periods of absence because of jury duty, military leaves and other Company approved leaves of absence. The number of Hours of Service to be credited to an Employee as a result of payment for other than duties performed shall be computed in accordance with such Employee’s hourly rate of pay during that computation period for which payment is made.
|
|
(b)
|
Such Hours of Service which are paid for other than at the time they accrued shall be deemed accumulated for all purposes herein during the period for which they accrued irrespective of when payment is made.
|
|
(c)
|
The number of Hours of Service to be credited to an Employee for any computation period shall be governed by Sections 2530.200b-2(b) and (c) of the Labor Department Regulations relating to ERISA.
|
|
(d)
|
Anything contained herein to the contrary notwithstanding and solely for purposes of determining whether a Break-in-Service has occurred for purposes of Years of Vesting Service, an Employee who is absent from work for maternity or paternity reasons shall receive credit for the Hours of Service which would otherwise have been credited to such Employee but for such absence, or in any case in which Hours of Service cannot be determined, 8 Hours of Service per day of such absence. The total number of Hours of Service credited under this paragraph for any single continuous period shall not exceed 501 hours. For purposes of this paragraph, an absence from work for maternity or paternity reasons means an absence, (i) by reason of the pregnancy of the individual, (ii) by reason of a birth of a child of the individual, (iii) by reason of the placement of a child with the individual in connection with the adoption of such child by such individual, or (iv) for purposes of caring for such child for a period beginning immediately following such birth or placement. The Hours of Service credited under this paragraph shall be credited in the Plan Year in which the absence begins if such crediting is required to prevent a Break-in-Service in such Plan Year, or (in all other cases) in the following Plan Year.
|
Termination Date | Benefit Rate |
On or after January 1, 1999 | $25.00 |
but prior to January 1, 2001 | |
On or after January 1, 2001 | $26.00 |
But prior to January 1, 2002 | |
On or after January 1, 2002 | $27.00 |
but prior to January 1, 2003 | |
On or after January 1, 2003 | $28.00 |
but prior to January 1, 2004 | |
On or after January 1, 2004 | $29.00 |
but prior to January 1, 2005 | |
On of after January 1, 2005 | $29.00 |
but prior to January 1, 2006 | |
On or after January 1, 2006 | $30.00 |
but prior to January 1, 2007 | |
On or after January 1, 2007 | $31.00 |
but prior to January 1, 2008 | |
On or after January 1, 2008 | $32.00 |
but prior to January 1, 2009 | |
On or after January 1, 2009 | $33.00 |
but prior to January 1, 2010 | |
On or after January 1, 2010 | $33.00 |
Termination Date | Benefit Rate |
On or after January 1, 1999 and prior to January 1, 2001 | $50.00 |
On or after January 1, 2001 and prior to January 1, 2002 | $52.00 |
On or after January 1, 2002 and prior to January 1, 2003 | $54.00 |
On or after January 1, 2003 and prior to January 1, 2004 | $56.00 |
On or after January 1, 2004 and prior to January 1, 2005 | $58.00 |
On or after January 1, 2005 | $58.00 |
|
(a)
|
an Individual Life Annuity, if the Participant is married;
|
|
(b)
|
a 100% or 66 - 2/3% Joint and Survivor’s Annuity; or
|
|
(c)
|
a joint and survivor’s annuity pursuant to which, upon the Participant’s death 50% of the amount paid to the Participant (reduced by 1% for each full year exceeding 10 by which the spouse is younger than the Participant) is paid to the Participant’s spouse until the earlier of (i) the spouse’s death; (ii) remarriage; or (iii) a total of 120 payments have been made to the Participant and spouse. No benefit shall be paid to the Participant’s spouse if the Participant and spouse were married less than 12 months at the time of the Participant’s death.
|
Termination Date | Benefit Rate |
On or after December 1, 1998 | $26.00 |
On or after December 1, 1999 | $30.00 |
On or after December 1, 2002 | $33.00 |
|
(a)
|
A married Participant may elect, with spousal consent and in accordance with Section 6.3, to receive the Participant’s benefits in one of the following forms:
|
|
(i)
|
an Individual Life Annuity;
|
|
(ii)
|
a 50% joint and survivor’s annuity with the Participant’s Beneficiary as survivor; or
|
|
(iii)
|
a 100% joint and survivor’s annuity with the Participant’s Beneficiary as survivor.
|
|
(b)
|
An unmarried Participant who is eligible for Normal Retirement, Early Retirement or Disability Retirement Benefits may elect, in accordance with Section 6.3, to receive the Participant’s benefits in one of the following forms:
|
|
(i)
|
a 50% joint and survivor’s annuity with the Participant’s Beneficiary as survivor; or
|
|
(ii)
|
a 100% joint and survivor’s annuity with the Participant’s Beneficiary as survivor.
|
MALE PARTICIPANT (Table A)
|
||||||||||||
MONTHS
|
||||||||||||
YEARS | 0 | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 |
55
|
44.74%
|
45.01%
|
45.28%
|
45.56%
|
45.83%
|
46.10% o
|
46.37%
|
46.64%
|
46.91%
|
47.19%
|
47.46%
|
47.73%
|
56
|
48.00
|
48.30
|
48.60
|
48.90
|
49.20
|
49.50
|
49.80
|
50.09
|
50.39
|
50.69
|
50.99
|
51.29
|
57
|
51.59
|
51.92
|
52.25
|
52.58
|
52.91
|
53.24
|
53.57
|
53.91
|
54.24
|
54.57
|
54.90
|
55.23
|
58
|
55.56
|
55.93
|
56.30
|
56.66
|
57.03
|
57.40
|
57.77
|
58.13
|
58.50
|
58.87
|
59.24
|
59.60
|
59
|
59.97
|
60.38
|
60.79
|
61.19
|
61.60
|
62.01
|
62.42
|
62.83
|
63.24
|
63.64
|
64.05
|
64.46
|
60
|
64.87
|
65.33
|
65.78
|
66.24
|
66.69
|
67.15
|
67.60
|
68.06
|
68.52
|
68.97
|
69.43
|
69.88
|
61
|
70.34
|
70.85
|
71.36
|
71.88
|
72.39
|
72.90
|
73.41
|
73.92
|
74.43
|
74.95
|
75.46
|
75.97
|
62
|
76.48
|
77.06
|
77.63
|
78.21
|
78.78
|
79.36
|
79.93
|
80.51
|
81.08
|
81.66
|
82.23
|
82.81
|
63
|
83.38
|
84.03
|
84.68
|
85.32
|
85.97
|
86.62
|
87.27
|
87.92
|
88.57
|
89.21
|
89.86
|
90.51
|
64
|
91.16
|
91.90
|
92.63
|
93.37
|
94.11
|
94.84
|
95.58
|
96.32
|
97.05
|
97.79
|
98.53
|
99.26
|
FEMALE PARTICIPANT (Table B)
|
||||||||||||
MONTHS
|
||||||||||||
YEARS | 0 | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 |
55
|
49.50%
|
49.76%
|
50.03%
|
50.29%
|
50.56%
|
50.82%
|
51.09%
|
51.35%
|
51.61%
|
51.88%
|
52.14%
|
52.41%
|
56
|
52.67
|
52.96
|
53.25
|
53.54
|
53.83
|
54.12
|
54.41
|
54.69
|
54.98
|
55.27
|
55.56
|
55.85
|
57
|
56.14
|
56.46
|
56.77
|
57.09
|
57.40
|
57.72
|
58.03
|
58.35
|
58.66
|
58.98
|
59.29
|
59.61
|
58
|
59.92
|
60.27
|
60.61
|
60.96
|
61.31
|
61.65
|
62.00
|
62.35
|
62.69
|
63.04
|
63.39
|
63.73
|
59
|
64.08
|
64.46
|
64.84
|
65.22
|
65.60
|
65.98
|
66.36
|
66.74
|
67.12
|
67.50
|
67.88
|
68.26
|
60
|
68.64
|
69.06
|
69.48
|
69.90
|
70.32
|
70.74
|
71.16
|
71.57
|
71.99
|
72.41
|
72.83
|
73.25
|
61
|
73.67
|
74.13
|
74.60
|
75.06
|
75.53
|
75.99
|
76.46
|
76.92
|
77.38
|
77.85
|
78.31
|
78.78
|
62
|
79.24
|
79.76
|
80.27
|
80.79
|
81.30
|
81.82
|
82.33
|
82.85
|
83.36
|
83.88
|
84.39
|
84.91
|
63
|
85.42
|
85.99
|
86.57
|
87.14
|
87.72
|
88.29
|
88.87
|
89.44
|
90.01
|
90.59
|
91.16
|
91.74
|
64
|
92.31
|
92.95
|
93.59
|
94.23
|
94.87
|
95.51
|
96.15
|
96.80
|
97.44
|
98.08
|
98.72
|
99.36
|
MALE PARTICIPANT (Table A)
|
||||||||||||
MONTHS
|
||||||||||||
YEARS | 0 | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 |
55
|
44.74%
|
45.01%
|
45.28%
|
45.56%
|
45.83%
|
46.10% o
|
46.37%
|
46.64%
|
46.91%
|
47.19%
|
47.46%
|
47.73%
|
56
|
48.00
|
48.30
|
48.60
|
48.90
|
49.20
|
49.50
|
49.80
|
50.09
|
50.39
|
50.69
|
50.99
|
51.29
|
57
|
51.59
|
51.92
|
52.25
|
52.58
|
52.91
|
53.24
|
53.57
|
53.91
|
54.24
|
54.57
|
54.90
|
55.23
|
58
|
55.56
|
55.93
|
56.30
|
56.66
|
57.03
|
57.40
|
57.77
|
58.13
|
58.50
|
58.87
|
59.24
|
59.60
|
59
|
59.97
|
60.38
|
60.79
|
61.19
|
61.60
|
62.01
|
62.42
|
62.83
|
63.24
|
63.64
|
64.05
|
64.46
|
60
|
64.87
|
65.33
|
65.78
|
66.24
|
66.69
|
67.15
|
67.60
|
68.06
|
68.52
|
68.97
|
69.43
|
69.88
|
61
|
70.34
|
70.85
|
71.36
|
71.88
|
72.39
|
72.90
|
73.41
|
73.92
|
74.43
|
74.95
|
75.46
|
75.97
|
62
|
76.48
|
77.06
|
77.63
|
78.21
|
78.78
|
79.36
|
79.93
|
80.51
|
81.08
|
81.66
|
82.23
|
82.81
|
63
|
83.38
|
84.03
|
84.68
|
85.32
|
85.97
|
86.62
|
87.27
|
87.92
|
88.57
|
89.21
|
89.86
|
90.51
|
64
|
91.16
|
91.90
|
92.63
|
93.37
|
94.11
|
94.84
|
95.58
|
96.32
|
97.05
|
97.79
|
98.53
|
99.26
|
FEMALE PARTICIPANT (Table B)
|
||||||||||||
MONTHS
|
||||||||||||
YEARS | 0 | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 |
55
|
49.50%
|
49.76%
|
50.03%
|
50.29%
|
50.56%
|
50.82%
|
51.09%
|
51.35%
|
51.61%
|
51.88%
|
52.14%
|
52.41%
|
56
|
52.67
|
52.96
|
53.25
|
53.54
|
53.83
|
54.12
|
54.41
|
54.69
|
54.98
|
55.27
|
55.56
|
55.85
|
57
|
56.14
|
56.46
|
56.77
|
57.09
|
57.40
|
57.72
|
58.03
|
58.35
|
58.66
|
58.98
|
59.29
|
59.61
|
58
|
59.92
|
60.27
|
60.61
|
60.96
|
61.31
|
61.65
|
62.00
|
62.35
|
62.69
|
63.04
|
63.39
|
63.73
|
59
|
64.08
|
64.46
|
64.84
|
65.22
|
65.60
|
65.98
|
66.36
|
66.74
|
67.12
|
67.50
|
67.88
|
68.26
|
60
|
68.64
|
69.06
|
69.48
|
69.90
|
70.32
|
70.74
|
71.16
|
71.57
|
71.99
|
72.41
|
72.83
|
73.25
|
61
|
73.67
|
74.13
|
74.60
|
75.06
|
75.53
|
75.99
|
76.46
|
76.92
|
77.38
|
77.85
|
78.31
|
78.78
|
62
|
79.24
|
79.76
|
80.27
|
80.79
|
81.30
|
81.82
|
82.33
|
82.85
|
83.36
|
83.88
|
84.39
|
84.91
|
63
|
85.42
|
85.99
|
86.57
|
87.14
|
87.72
|
88.29
|
88.87
|
89.44
|
90.01
|
90.59
|
91.16
|
91.74
|
64
|
92.31
|
92.95
|
93.59
|
94.23
|
94.87
|
95.51
|
96.15
|
96.80
|
97.44
|
98.08
|
98.72
|
99.36
|
ARTICLE I DEFINITIONS |
1
|
|
Account
|
1
|
|
Administrator
|
2
|
|
Affiliate
|
2
|
|
After-Tax Contribution
|
2
|
|
After-Tax Contribution Account
|
2
|
|
After-Tax Contribution Election
|
2
|
|
Annuity Starting Date
|
2
|
|
Basic Contributions .
|
2
|
|
Beneficiary
|
3
|
|
Board
|
3
|
|
Break in Service
|
3
|
|
Catch-Up Contribution
|
3
|
|
Code
|
3
|
|
Committee
|
3
|
|
Company
|
3
|
|
Company Safe Harbor Nonelective Contributions
|
3
|
|
Company Safe Harbor Nonelective Contribution Account
|
3
|
|
Company Contributions
|
3
|
|
Company Contribution Account
|
4
|
|
Company Stock
|
4
|
|
Company Stock Fund
|
4
|
|
Compensation
|
4
|
|
Contingent Account
|
5
|
|
Direct Rollover
|
6
|
|
Disability
|
6
|
|
Distributee
|
6
|
|
Distribution Date
|
6
|
|
Effective Date
|
6
|
|
Eligible Employee
|
6
|
Eligible Retirement Plan
|
7
|
|
Eligible Rollover Distribution
|
7
|
|
Employee
|
8
|
|
Employment Commencement Date
|
8
|
|
ERISA
|
8 | |
FMC
|
8 | |
FMC Matched Plan
|
8
|
|
FMC Plans
|
8
|
|
FMC Stock
|
8
|
|
FMC Stock Fund
|
8
|
|
FMC Unmatched Plan
|
8
|
|
FMCTI
|
8
|
|
FMCTI Plan
|
8
|
|
Forfeiture
|
9
|
|
Funding Agent
|
9
|
|
Highly Compensated Employee
|
9
|
|
Hour of Service
|
9
|
|
Investment Fund
|
10
|
|
Leased Employee
|
10
|
|
Matched Participant
|
10
|
|
Nonhighly Compensated Employee
|
10
|
|
Participant
|
10
|
|
Participating Employer
|
10
|
|
Period of Separation
|
10
|
|
Plan
|
11 | |
Plan Year
|
11
|
|
Pre-Tax Contribution
|
11
|
|
Pre-Tax Contribution Account
|
11
|
|
Pre-Tax Contribution Election
|
11
|
|
Required Beginning Date
|
11
|
Rollover Contribution |
11
|
|||
Rollover Contribution Account |
12
|
|||
Roth Elective Contribution |
12
|
|||
Roth Elective Contribution Account |
12
|
|||
Roth Elective Contribution Election |
12
|
|||
Safe Harbor 401(k) Plan |
12
|
|||
Safe Harbor Notice |
12
|
|||
Supplemental Contributions |
13
|
|||
Surviving Spouse |
13
|
|||
Trust |
13
|
|||
Trust Fund |
13
|
|||
Trustee |
13
|
|||
Valuation Date |
13
|
|||
Year of Service |
13
|
|||
ARTICLE II PARTICIPATION |
13
|
|||
2.1
|
Admission as a Participant |
13
|
||
2.2
|
Admission as a Matched Participant |
14
|
||
2.3
|
Rehires |
14
|
||
2.4
|
Provision of Information |
14
|
||
2.5
|
Termination of Participation |
15
|
||
2.6
|
Special Rules Relating to Veterans’ Reemployment Rights |
15
|
||
2.7
|
Direct Transfer |
17
|
||
ARTICLE III CONTRIBUTIONS AND ACCOUNT ALLOCATIONS |
18
|
|||
3.1
|
Pre-Tax Contributions and Roth Elective Contributions |
18
|
||
3.2
|
After-Tax Contributions |
19
|
||
3.3
|
Rules Applicable to Both Pre-Tax Roth Elective and After-Tax Contributions |
19
|
||
3.4 | Company Contributions | 21 | ||
3.4A Company Safe Harbor Nonelective Contributions
|
23 | |||
3.4B Safe Harbor 401(k) Plan Status
|
23 |
3.5
|
Rollover Contributions
|
24
|
||
3.6
|
Establishment of Accounts
|
24
|
||
3.7
|
Limitation on Annual Additions to Accounts
|
24
|
||
3.8
|
Reduction of Annual Additions
|
25
|
||
3.9
|
Limitations on Pre-Tax Contributions, Roth Elective Contributions, After-Tax Contributions and Company Contributions – Definitions
|
26
|
||
3.10
|
Maximum Amount of Pre-Tax Contributions
|
31
|
||
3.11
|
Correction of Excess Pre-Tax Contributions and Excess Roth Elective Contributions
|
31
|
||
3.12
|
Actual Deferral Percentage Test
|
33
|
||
3.13
|
Actual Contribution Percentage Test
|
36
|
||
ARTICLE IV VESTING |
38
|
|||
4.1
|
Vesting in After-Tax, Company Safe Harbor Nonelective, Pre-Tax, Roth Elective and Rollover Contributions Accounts
|
38
|
||
4.2
|
Vesting in Company Contribution and Contingent Accounts
|
38
|
||
4.3
|
Forfeitures
|
39
|
||
ARTICLE V TIMING OF DISTRIBUTIONS TO PARTICIPANTS |
40
|
|||
5.1
|
Separation from Service
|
40
|
||
5.2
|
Start of Benefit Payments
|
40
|
||
5.3
|
Distribution of Amounts held in a Participant’s Company Safe Harbor Nonelective Contribution Account, Pre-Tax Contribution Account and Roth Elective Contribution Account.
|
42
|
||
ARTICLE VI FORM OF BENEFIT, IN-SERVICE WITHDRAWALS AND LOANS |
47
|
|||
6.1
|
Cashout of Small Amounts
|
47
|
||
6.2
|
Medium of Distribution
|
48
|
||
6.3
|
Forms of Benefit
|
48
|
||
6.4
|
Change in Form, Timing or Medium of Benefit Payment
|
49
|
||
6.5
|
Direct Rollover of Eligible Rollover Distributions
|
49
|
||
6.6
|
In-service and Hardship Withdrawals
|
49
|
||
6.7
|
Loans
|
52
|
ARTICLE VII DEATH BENEFIT |
54
|
|||
7.1
|
Payment of Account Balance
|
54
|
||
7.2
|
Failure to Name a Beneficiary
|
54
|
||
7.3
|
Waiver of Spousal Beneficiary Rights
|
54
|
||
ARTICLE VIII SPECIAL FORMS OF BENEFIT AND DEATH BENEFIT TERMS FOR CERTAIN PARTICIPANTS PRIOR TO 2002 |
55
|
|||
8.1
|
Applicability
|
55
|
||
8.2
|
Forms of Benefit for Certain Transferred Participants
|
55
|
||
8.3
|
Change in Form, Timing or Medium of Benefit Payment for Certain Transferred Participants
|
57
|
||
8.4
|
Waiver of Normal Form of Benefit for Certain Transferred Participants
|
57
|
||
8.5
|
Payment of Account Balances of Certain Transferred Participants Who Die Before Payment Begins
|
59
|
||
8.6
|
Failure to Name a Beneficiary for Certain Transferred Participants
|
59
|
||
8.7
|
Waiver of Preretirement Survivor Annuity for Certain Transferred Participants
|
60
|
||
ARTICLE IX FIDUCIARIES |
61
|
|||
9.1
|
Named Fiduciaries
|
61
|
||
9.2
|
Employment of Advisers
|
62
|
||
9.3
|
Multiple Fiduciary Capacities
|
62
|
||
9.4
|
Payment of Expenses
|
62
|
||
9.5
|
Indemnification
|
62
|
||
ARTICLE X PLAN ADMINISTRATION |
62
|
|||
10.1
|
Powers, Duties and Responsibilities of the Administrator and the Committee
|
62
|
||
10.2
|
Investment Powers, Duties and Responsibilities of the Administrator and the Committee
|
63
|
||
10.3
|
Investment of Accounts
|
63
|
||
10.4
|
Valuation of Accounts
|
64
|
||
10.5
|
The Insurance Company
|
64
|
||
10.6
|
Compensation
|
64
|
10.7
|
Delegation of Responsibility
|
65
|
||
10.8
|
Committee Members
|
65
|
||
ARTICLE XI APPOINTMENT OF TRUSTEE |
65
|
|||
ARTICLE XII PLAN AMENDMENT OR TERMINATION |
65
|
|||
12.1
|
Plan Amendment or Termination
|
65
|
||
12.2
|
Limitations on Plan Amendment
|
66
|
||
12.3
|
Right to Terminate Plan or Discontinue Contributions
|
66
|
||
12.4
|
Bankruptcy
|
66
|
||
ARTICLE XIII MISCELLANEOUS PROVISIONS |
66
|
|||
13.1
|
Subsequent Changes
|
66
|
||
13.2
|
Merger or Transfer of Assets
|
67
|
||
13.3
|
Benefits Not Assignable
|
67
|
||
13.4
|
Exclusive Benefit of Participants
|
67
|
||
13.5
|
Benefits Payable to Minors, Incompetents and Others
|
68
|
||
13.6
|
Plan Not A Contract of Employment
|
68
|
||
13.7
|
Source of Benefits
|
68
|
||
13.8
|
Proof of Age and Marriage
|
68
|
||
13.9
|
Controlling Law
|
69
|
||
13.10
|
Income Tax Withholding
|
69
|
||
13.11
|
Claims Procedure
|
69
|
||
13.12
|
Participation in the Plan by An Affiliate
|
72
|
||
13.13
|
Action by Participating Employers
|
73
|
||
13.14
|
Dividends
|
73
|
||
ARTICLE XIV TOP HEAVY PROVISIONS |
73
|
|||
14.1
|
Top Heavy Definitions
|
73
|
||
14.2
|
Determination of Top Heavy Status
|
76
|
||
14.3
|
Minimum Allocation for Top Heavy Plan
|
76
|
|
(a)
|
including: overtime, administrative and discretionary bonuses (including completion bonuses, gainsharing bonuses and performance related bonuses); sales incentive bonuses; field premiums; back pay and sick pay; plus the Employee’s Pre-Tax Contributions, Roth Elective Contributions (effective January 1, 2011) and amounts contributed to a plan described in Code Section 125 or 132; and the incentive compensation (effective prior to January 1, 2007, 9/12 of the incentive compensation) (including management incentive bonuses paid in both cash and restricted stock and local incentive bonuses) paid during the Plan Year for services rendered in the preceding Plan Year, and the incentive compensation (effective prior to January 1, 2007, 3/12 of the incentive compensation) (of the same types) paid during the preceding Plan Year for services rendered in the Plan Year preceding the preceding Plan Year (unless, the Participant elects all such incentive compensation paid for prior Plan Years to be included in Compensation for the prior Plan Years, or unless the Participant elects that no such incentive compensation will be included in his or her Compensation); and
|
|
(b)
|
but excluding: hiring bonuses; referral bonuses; stay bonuses; retention bonuses; awards (including safety awards, “Gutbuster” awards and other similar awards); amounts received as deferred compensation; disability payments from insurance or the Company’s long-term disability plan; workers’ compensation benefits; state disability benefits; flexible credits (i.e., wellness awards and payments for opting out of benefit coverage); expatriate premiums; grievance or settlement pay; pay in lieu of notice; severance pay; incentives for reduction in force accrued (but not earned) vacation; other special payments such as reimbursements, relocation or moving expense allowances; stock options or other stock-based compensation (except as provided above); any gross-up paid by a Participating Employer on any amount paid that is Compensation (as defined herein); other distributions that receive special tax benefits; any amounts paid by a Participating Employer to cover an Employee’s FICA tax obligation as to amounts deferred or accrued under any nonqualified retirement plan of a Participating Employer; and any gross-up paid by a Participating Employer on any amount paid that is not Compensation (as defined herein).
|
|
(a)
|
a Leased Employee;
|
|
(b)
|
a member of a bargaining unit covered by a collective bargaining agreement that does not specifically provide for participation in the Plan by members of the bargaining unit, or that is not listed in Appendix A;
|
|
(c)
|
an Employee who is a nonresident alien of the United States; or
|
|
(d)
|
an individual working for a Participating Employer under a contract that designates him or her as an independent contractor.
|
|
(a)
|
at any time during the Determination Year or the Look-Back Years owns (or is considered under Code Section 318 to own) more than five percent of the Company or an Affiliate; or
|
|
(b)
|
had more than $80,000, as adjusted, in compensation (as defined in Code Section 415(c)(3)) from the Company and the Affiliates during the Look-Back Year.
|
|
(a)
|
for the performance of duties;
|
|
(b)
|
on account of a period of time during which no duties were performed, provided that Hours of Service will not be credited for payments made or due under a plan maintained solely for the purpose of complying with applicable workers’ compensation, unemployment compensation, or disability insurance laws, or for payments that reimburse an Employee’s for medically related expenses; and
|
|
(c)
|
for which back pay, irrespective of mitigation of damages, is awarded or agreed to by the Company, provided that, the same Hours of Service have not already been credited under (a) or (b) above.
|
|
(a)
|
on a leave of absence authorized by the Company or an Affiliate in accordance with standard personnel policies applied in a nondiscriminatory manner to all similarly situated Employees, and returns to active employment with the Company or Affiliates as soon as the leave expires;
|
|
(b)
|
on a military leave while the Employee’s reemployment rights are protected by law, and returns to active employment with the Company or Affiliate within 90 days after his or her discharge or release (or such longer period as may be prescribed by law); or
|
|
(c)
|
on a layoff, and returns to work with the Company or an Affiliate within the period of time and in the manner necessary to maintain seniority according to the rules of the Company or Affiliate in effect at the time of the return.
|
2.1
|
Admission as a Participant
|
|
(a)
|
An Employee becomes a Participant as of the date he or she satisfies all of the following requirements:
|
|
(b)
|
the Employee is an Eligible Employee;
|
|
(c)
|
the Employee either (i) is a permanent, full-time Employee, (ii) is a permanent, part-time employee eligible for benefits, or (iii) has completed at least 1,000 Hours of Service in a 12-month period beginning on his or her Employment Commencement Date or an anniversary of his or her Employment Commencement Date;
|
|
(d)
|
the Employee has filed with the Administrator a Pre-Tax Contribution Election, Roth Elective Contribution Election (effective January 1, 2011) or After-Tax Contribution Election; and
|
|
(e)
|
the Employee’s election has become effective according to uniform and nondiscriminatory rules established by the Administrator.
|
2.2
|
Admission as a Matched Participant
|
|
(a)
|
the Participant satisfies one of the conditions for being a Matched Participant;
|
|
(b)
|
the Participant has filed with the Administrator a Pre-Tax Contribution Election, Roth Elective Contribution Election (effective January 1, 2011) or After-Tax Contribution Election; and
|
|
(c)
|
the Participant’s election has become effective according to uniform and nondiscriminatory rules established by the Administrator.
|
2.3
|
Rehires
|
2.4
|
Provision of Information
|
2.5
|
Termination of Participation
|
2.6
|
Special Rules Relating to Veterans’ Reemployment Rights
|
|
(a)
|
those contributions will not be subject to any otherwise applicable limitation under Code Section 402(g), 404(a) or 415, and will not be taken into account in applying those limitations to other contributions under the Plan or any other plan, for the year in which the contributions are made; the contributions will be subject to the above-referenced limitations only for the year to which the contributions relate and only in accordance with regulations prescribed by the Internal Revenue Service; and
|
|
(b)
|
the Plan will not be treated as failing to meet the requirements of Code Section 401(a)(4), 401(a)(26), 401(k)(3), 410(b) or 416 by reason of the contributions.
|
|
(a)
|
2.7
|
Direct Transfer
|
|
(a)
|
Out of Plan.
|
|
(b)
|
Into the Plan.
|
|
(i)
|
The Trustee of the Plan may not consent to, or be a party to, any transfer of assets or liabilities to the JBT Airport Services Savings and Investment Plan (or from such plan to this Plan) unless immediately after the transfer, the accepting plan provides each participant a benefit equal to or greater in amount than the benefit each participant would have received had the transferring plan terminated immediately prior to the transfer; provided 100% immediate vesting is not required and shall not occur as the result of the transfer.
|
|
(ii)
|
The Trustee of the Plan will hold, administer and distribute the transferred assets as part of the Trust Fund and shall maintain accounts sufficient to reflect the value of the transfer and to preserve protected benefits arising from the transferor plan pursuant to Code Section 411(d)(6) and related Department of Treasury regulations.
|
3.1
|
Pre-Tax Contributions and Roth Elective Contributions
|
|
(a)
|
The Plan shall not be treated as failing to satisfy the requirements of Code Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b) or 416, as applicable, by reason of the making of such Catch-Up Contributions. Catch-Up Contributions shall be disregarded in determining the limitations on Pre-Tax Contributions and Roth Elective Contributions (effective January 1, 2011) as provided in Section 3.9.
|
|
(b)
|
Pre-Tax Contributions and Roth Elective Contributions (effective January 1, 2011) (other than Catch-Up Contributions) determined to be Excess Pre-Tax Contributions and/or Excess Roth Elective Contributions (effective January 1, 2011) as provided in Section 3.9.9, or determined to be in excess of the required limitations of Code Section 415 in a Plan Year may be recharacterized as a Catch-Up Contribution (to the extent available under the limitations of Code Section 414(v) as in effect for that Plan Year) for a Participant who is eligible to make Catch-Up Contributions, as described in the first paragraph of this Section 3.1.1.
|
|
(c)
|
Catch-Up Contributions shall not be eligible for Company Contributions made on behalf of a Matched Participant pursuant to Section 3.4.
|
|
(d)
|
Pre-Tax Contributions and Roth Elective Contributions (effective January 1, 2011) determined to be Excess Contributions as provided in Section 3.9.8 may be recharacterized as Catch-Up Contributions for a Participant who is eligible, as described in the first paragraph of this Section 3.1.1, but
|
|
(i)
|
only after the application of Sections 3.12.7 and 3.13.7 regarding the recharacterization of Excess Contributions as After-Tax Contributions, to the extent available, and
|
|
(ii)
|
only to the extent a Catch-Up Contribution amount is available under the limitations of Code Section 414(v) as in effect for that Plan Year.
|
3.2
|
After-Tax Contributions
|
3.3
|
Rules Applicable to Both Pre-Tax, Roth Elective and After-Tax Contributions
|
3.4
|
Company Contributions
|
|
(a)
|
the applicable percentage of all Basic Contributions made by the Matched Participant for that contribution period and initially invested in the Company Stock Fund, or, for periods beginning before the Distribution Date, the FMC Stock Fund; plus
|
|
(b)
|
the applicable percentage of all Basic Contributions made by the Matched Participant for that contribution period and initially invested in any Investment Funds other than the Company Stock Fund, or, for periods beginning before the Distribution Date, the FMC Stock Fund; less
|
|
(c)
|
any Forfeitures credited against the Company Contribution for that contribution period.
|
|
(a)
|
the applicable percentage for the Plan Year of all Basic Contributions and Supplemental Contributions made by the Matched Participant during the Plan Year, less
|
|
(b)
|
the aggregate amount of Company Contributions made to the Matched Participant’s Company Contribution Account during the Plan Year pursuant to Section 3.4.1 of the Plan.
|
|
(a)
|
General Requirements for Allocation: Effective January 1, 2010, the Plan shall be maintained as a Safe Harbor 401(k) Plan. For each Plan Year for which the Company has elected to maintain that status by making Company Safe Harbor Nonelective Contributions, then, for each such Plan Year, such Company Safe Harbor Nonelective Contributions shall be allocated to the Company Safe Harbor Nonelective Contribution Account for each non-union Participant who is a Participant at any time during the Plan Year.
|
|
(b)
|
Allocation Formula: Where the provisions of subsection (a) above apply for a Plan Year, the Company Safe Harbor Nonelective Contributions for all otherwise eligible Participants under this portion of the Plan (as determined in accordance with the applicable eligibility provisions of Article II) who have satisfied the eligibility requirements under Section 3.4A for the Plan Year, shall be equal to three percent (3%) of each such eligible Participant’s Compensation for the Plan Year. All Company Safe Harbor Nonelective Contributions for a Plan Year will be allocated to an eligible Participant’s Company Safe Harbor Nonelective Contribution Account no later than the due date (including all extensions) of the Company’s federal tax return for the fiscal year of the Company ending with or within the Plan Year.
|
|
(c)
|
Ceasing 401(k) Safe Harbor Nonelective Contribution Status: The fact that the Company has elected that the Plan be treated as a Safe Harbor 401(k) Plan for a Plan Year shall in no way bind the Plan to continue to maintain such status for future Plan Years. Provided, however, the Plan must be amended to cease to constitute a Safe Harbor 401(k) Plan.
|
3.5
|
Rollover Contributions
|
3.6
|
Establishment of Accounts
|
3.7
|
Limitation on Annual Additions to Accounts
|
|
(a)
|
For purposes of this Section 3.7, the term ‘annual additions’ includes all Pre-Tax Contributions, After-Tax Contributions, Roth Elective Contributions (effective January 1, 2011, Company Contributions, Company Safe Harbor Nonelective Contributions (effective January 1, 2010) and Forfeitures allocated to the Participant’s Accounts for the Plan Year, but shall not include Catch-Up Contributions pursuant to Code Section 414(v) (as described in Section 3.1.1), and Excess Pre-Tax Contributions and Excess Ross Elective Contributions (effective January 1, 2011) (as described in Section 3.11.4) that are distributed to the Participant by April 15th following the year for which they were contributed to the Plan.
|
|
(b)
|
Notwithstanding any provision of the Plan to the contrary, the total annual additions allocated for any Plan Year to the Account of a Participant and to his or her accounts under any other defined contribution plan maintained by the Company or an Affiliate shall not exceed the lesser amount of (a) $40,000, as adjusted in accordance with Code Section 415(d), or (b) 100% of the Participant’s Compensation, except that the compensation limitation described herein shall not apply to any employer contribution for medical benefits (within the meaning of Code Section 401(h) or 419A(f)(2)) which is otherwise treated as an ‘annual addition’ under Code Section 415(l)(1) or 419A(d)(2).
|
3.8
|
Reduction of Annual Additions
|
3.9
|
Limitations on Pre-Tax Contributions, Roth Elective Contributions, After-Tax Contributions and Company Contributions – Definitions
|
|
(a)
|
the sum of:
|
|
(i)
|
1.25 times the Average Actual Deferral Percentage or the Average Actual Contribution Percentage of the group, whichever is larger; and
|
|
(ii)
|
two percentage points plus the Average Actual Deferral Percentage or the Average Actual Contribution Percentage of the group, whichever is less, but in no event more than twice the lesser of the group’s Average Actual Deferral Percentage and its Average Actual Contribution Percentage; and
|
|
(b)
|
the sum of:
|
|
(i)
|
1.25 times the Average Actual Deferral Percentage or the Average Actual Contribution Percentage of the group, whichever is less; and
|
|
(ii)
|
two percentage points plus the Average Actual Deferral Percentage or the Average Actual Contribution Percentage of the group, whichever is larger, but in no event more than twice the larger of the group’s Average Actual Deferral Percentage and its Average Actual Contribution Percentage.
|
3.10
|
Maximum Amount of Pre-Tax Contributions
|
3.11
|
Correction of Excess Pre-Tax Contributions and Excess Roth Elective Contributions
|
3.12
|
Actual Deferral Percentage Test
|
|
(a)
|
the Average Actual Deferral Percentage for Eligible Participants who are Nonhighly Compensated Employees for the Plan Year multiplied by 1.25; and
|
|
(b)
|
the lesser of:
|
|
(i)
|
the Average Actual Deferral Percentage for Eligible Participants who are Nonhighly Compensated Employees for the Plan Year multiplied by two and
|
|
(ii)
|
the Average Actual Deferral Percentage for Eligible Participants who are Nonhighly Compensated Employees for the Plan Year plus two percentage points.
|
3.13
|
Actual Contribution Percentage Test
|
|
(a)
|
the Average Actual Contribution Percentage for Eligible Participants who are Nonhighly Compensated Employees for the Plan Year multiplied by 1.25; and
|
|
(b)
|
the lesser of:
|
|
(i)
|
the Average Actual Contribution Percentage for Eligible Participants who are Nonhighly Compensated Employees for the Plan Year multiplied by two; and
|
|
(ii)
|
the Average Actual Contribution Percentage for Eligible Participants who are Nonhighly Compensated Employees for the Plan Year plus two percentage points.
|
4.1
|
Vesting in After-Tax, Company Safe Harbor Nonelective, Pre-Tax, Roth Elective and Rollover Contributions Accounts
|
4.2
|
Vesting in Company Contribution and Contingent Accounts
|
Years of Service
|
Percent
|
|||
Fewer than 2
|
0 | % | ||
2 but fewer than 3
|
20 | % | ||
3 but fewer than 4
|
40 | % | ||
4 but fewer than 5
|
60 | % | ||
5 or more
|
100 | % |
|
(a)
|
he or she reaches age 55 while employed by the Company or one of its Affiliates;
|
|
(b)
|
he or she separates from service due to Disability;
|
|
(c)
|
he or she dies while employed by the Company or one of its Affiliates;
|
|
(d)
|
he or she ceases to be an Employee because of the permanent shutdown of a single site of employment or of one or more facilities or operating unites within a single site of employment; or
|
|
(e)
|
he or she is employed by the Company or one of its Affiliates involved in a transaction and the Committee, in its discretion, fully vests the Participant in connection with the transaction.
|
4.3
|
Forfeitures
|
5.1
|
Separation from Service
|
5.2
|
Start of Benefit Payments
|
|
(a)
|
the Participant’s 65th birthday;
|
|
(b)
|
the 10th anniversary of the year in which the Participant commenced participation; and
|
|
(c)
|
the Participant’s separation from service.
|
|
(1)
|
the Participant’s severance from employment. Notwithstanding anything herein to the contrary, a severance from employment shall not occur when an individual changes status from an Eligible Employee to a Leased Employee;
|
|
(2)
|
the Participant’s death;
|
|
(3)
|
the Participant’s Disability;
|
|
(4)
|
the Participant’s attainment of age 59 and 1/2;
|
|
(5)
|
with respect to a Participant’s Pre-Tax Contribution Account and Roth Elective Contribution Account (effective January 1, 2011) only, the proven financial hardship of the Participant as described in Section 6.3.3; or
|
|
(6)
|
the termination of the Plan without the “employer” maintaining an “alternative defined contribution plan” at any time during the period beginning on the date of plan termination and ending 12 months after all assets have been distributed from the Plan. Such a distribution must be made in a “lump sum.” For purposes of this Section, the terms “employer,” “alternative defined contribution plan,” and “lump sum” are as defined under Treasury Regulation Section 1.401(k)-1(d)(4).
|
|
(a)
|
If the Participant’s Surviving Spouse is the Participant’s sole designated Beneficiary, then distributions to the Surviving Spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70-1/2, if later.
|
|
(b)
|
If the Participant’s Surviving Spouse is not the Participant’s sole designated Beneficiary, then distributions to the designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died.
|
|
(c)
|
If there is no designated Beneficiary as of September 30 of the year following the year of the Participant’s death, the Participant’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.
|
|
(d)
|
If the Participant’s Surviving Spouse is the Participant’s sole designated Beneficiary and the Surviving Spouse dies after the Participant but before distributions to the Surviving Spouse begin, this Section 5-A.2.2, other than section 5-A.2.2(a), will apply as if the Surviving Spouse were the Participant.
|
|
(a)
|
the quotient obtained by dividing the Participant’s account balance by the distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations using the Participant’s age as of the Participant’s birthday in the distribution calendar year; or
|
|
(b)
|
if the Participant’s sole designated Beneficiary for the distribution calendar year is the Participant’s spouse, the quotient obtained by dividing the Participant’s account balance by the number in the Joint and Last Survivor Table set forth in Section 1.4019a)(9)-9 of the Treasury regulations, using the Participant’s and spouse’s attained ages as of the Participant’s and spouse’s birthdays in the distribution calendar year.
|
|
(a)
|
Participant Survived by Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is a designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the longer of the remaining life expectancy of the Participant or the remaining life expectancy of the Participant’s designated Beneficiary, determined as follows:
|
|
(1)
|
The Participant’s remaining life expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.
|
|
(2)
|
If the Participant’s Surviving Spouse is the Participant’s sole designated Beneficiary, the remaining life expectancy of the Surviving Spouse is calculated for each distribution calendar year after the year of the Participant’s death using the surviving spouse’s age as of the spouse’s birthday in that year. For distribution calendar years after the year of the Surviving Spouse’s death, the remaining life expectancy of the surviving spouse is calculated using the age of the Surviving Spouse as of the spouse’s birthday in the calendar year of the spouse’s death, reduced by one for each subsequent calendar year.
|
|
(3)
|
If the Participant’s Surviving Spouse is not the Participant’s sole designated Beneficiary, the designated Beneficiary’s remaining life expectancy is calculated using the age of the Beneficiary in the year following the year of the Participant’s death, reducing by one for each subsequent year.
|
|
(b)
|
No Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is no designated Beneficiary as of September 30 of the year after the year of the Participant’s death, the minimum amount that will be distributed for each distribution calendar year after the of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the Participant’s remaining life expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.
|
|
(a)
|
Participant Survived by Designated Beneficiary. If the Participant dies before the date distributions begin and there is a designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the remaining life expectancy of the Participant’s designated Beneficiary, determined as provided in Section 5-A.4.1.
|
|
(b)
|
No Designated Beneficiary. If the Participant dies before the date distributions begin and there is no designated Beneficiary as of September 30 of the year following the year of the Participant’s death, distribution of the Participant’s entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.
|
|
(c)
|
Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required to Begin. If the Participant dies before the date distributions begin, the Participant’s Surviving Spouse is the Participant’s sole designated Beneficiary, and the Surviving Spouse dies before distributions are required to begin to the Surviving Spouse under Section 5-A.2.2.(a), this Section 5-A.4.2 will apply as if the Surviving Spouse were the Participant.
|
6.1
|
Cashout of Small Amounts
|
6.2
|
Medium of Distribution
|
6.3
|
Forms of Benefit
|
|
(a)
|
Lump Sum: This form of benefit pays the entire Account Balance in one payment.
|
|
(b)
|
Installments for a Fixed Period: The Participant or Beneficiary may elect to receive annual, quarterly or monthly installments over a fixed period of 20 years or less.
|
6.4
|
Change in Form, Timing or Medium of Benefit Payment
|
6.5
|
Direct Rollover of Eligible Rollover Distributions
|
6.6
|
In-service and Hardship Withdrawals
|
|
(a)
|
all or part of the After-Tax Contributions he or she made to the FMC Plans after March 31, 1986 and before January 1, 1987;
|
|
(b)
|
all earnings or appreciation attributable to After-Tax Contributions he or she made to the FMC Plans after March 31, 1986 and before January 1, 1987;
|
|
(c)
|
all or part of the After-Tax Contributions he or she made to the FMC Plans, the FMCTI Plan, or to the Plan after December 31, 1986;
|
|
(d)
|
all or part of his or her After-Tax Contributions made to the FMC Plans before April 1, 1982, or, if less, the amount in the Participant’s After-Tax Contribution Account allocable to those contributions;
|
|
(e)
|
any amount remaining in the Participant’s After-Tax Contribution Account that is allocable to After-Tax Contributions made to the FMC Plans before April 1982;
|
|
(f)
|
all earnings or appreciation attributable to the After-Tax Contributions he or she made to the FMC Plans, the FMCTI Plan, or to the Plan after December 31, 1986;
|
|
(g)
|
all the vested value of his or her Contingent Account; and
|
|
(h)
|
all of the current value of vested Company Contributions and FMC contributions made as to After-Tax Contributions he or she made to the Plan, the FMCTI Plan, or FMC Plans after December 31, 1986 and before January 1, 2011.
|
|
(a)
|
A distribution is on account of an immediate and heavy financial need if it is for:
|
|
(1)
|
Expenses for (or necessary to obtain) medical care that would be deductible under Code Section 213(d) (determined without regard to whether the expenses exceed 7.5% of adjusted gross income);
|
|
(2)
|
Costs directly related to the purchase of a principal residence for the Participant (excluding mortgage payments);
|
|
(3)
|
Payment of tuition, related educational fees and room and board expenses for up to the next 12 months of post-secondary education for the Participant, the Participant’s spouse, children or dependents (as defined in Code Section 152, determined without regard to Code Sections 152(b)(1), 152(b)(2) and 152(d)(1)(B));
|
|
(4)
|
Payments necessary to prevent the Participant’s eviction from his or her principal residence, or foreclosure on the mortgage on the Participant’s principal residence;
|
|
(5)
|
Payments for burial or funeral expenses for the Participant’s deceased parent, spouse, children or dependents (as defined in Code Section 152, determined without regard to Code Section 152(d)(1)(B));
|
|
(6)
|
Prior to September 16, 2009, legal expenses incurred by the Participant in obtaining a divorce;
|
|
(7)
|
Prior to September 16, 2009, expenses for the repair of damage to the Participant’s principal residence that would qualify for the casualty loss deduction under Code Section 165 (determined without regard to whether the loss exceeds 10% of adjusted gross income);
|
|
(8)
|
Prior to September 16, 2009, expenses incurred by the Participant in remedying an uninsured property loss;
|
|
(9)
|
Prior to September 16, 2009, expenses incurred by the Participant in adopting or attempting to adopt a child;
|
|
(10)
|
Prior to September 16, 2009, emergency expenses of the Participant in personal bankruptcy; or
|
|
(11)
|
Prior to September 16, 2009, other expenses deemed by the Administrator to constitute an immediate and heavy financial need and formally adopted under the rules of the Administrator as eligible for a hardship withdrawal.
|
|
(b)
|
In the event that the Administrator determines that a Participant has an immediate and heavy financial need in accordance with Section 6.6.3(a), a hardship withdrawal may be made from the Plan only if the amount of such distribution is considered as necessary to satisfy such immediate and heavy financial need of the Participant pursuant to the following standards:
|
|
(1)
|
The distribution is not in excess of the amount of the immediate and heavy financial need (including amounts necessary to pay any federal, state or local income taxes or penalties reasonably anticipated to result from the distribution),
|
|
(2)
|
The Participant makes a representation (made in writing or such other form as may be prescribed the Commissioner of the Internal Revenue Service), unless the Employer has actual knowledge to the contrary, that such immediate and heavy financial need cannot reasonably be relieved (i) through reimbursement or compensation by insurance or otherwise; (ii) by liquidation of the Participant’s assets, (iii) by cessation of Pre-Tax Contributions and Roth Elective Contributions (effective January 1, 2011) under the Plan; (iv) by other currently available distributions (including distribution of ESOP dividends under Code Section 404(k)) and nontaxable (at the time of the loan) loans, under plans maintained by the Participating Employer or any other employer; or (v) by borrowing from commercial sources on reasonably commercial terms in an amount sufficient to satisfy the need; and
|
|
(3)
|
The Participant shall not be permitted to elect to make Pre-Tax Contributions, Roth Elective Contributions (effective January 1, 2011) or After-Tax Contributions to the Plan and all other plans maintained by the Participating Employer on his behalf for a period of 6 months following the receipt of the distribution. For this purpose the phrase “all other plans maintained by the Participating Employer” means all qualified and nonqualified plans of deferred compensation maintained by the Participating Employer.
|
6.7
|
Loans
|
|
(a)
|
$50,000, reduced by the excess (if any) of the Participant’s highest outstanding Plan loan balance during the one-year period ending on the day before the loan is made over the Participant’s outstanding Plan loan balance on the day the loan is made; and
|
|
(b)
|
50% of the Participant’s Account as of the Valuation Date coincident with or immediately preceding the date the Administrator receives the application.
|
|
(a)
|
it must be evidenced by a negotiable promissory note;
|
|
(b)
|
the rate of interest payable on the unpaid balance of the loan will be reasonable;
|
|
(c)
|
the amount of the loan must be at least $1,000;
|
|
(d)
|
the loan, by its terms, must require repayment within five years;
|
|
(e)
|
the loan will be secured by the Participant’s interest in the Account Balance of his or her Account, but not to exceed 50% of such Account; and
|
|
(f)
|
the loan must be repaid through payroll deduction, or, if the loan has been outstanding for at least three months, the Participant may make one payment by check or money order of the full amount of principal and interest then outstanding.
|
7.1
|
Payment of Account Balance
|
7.2
|
Failure to Name a Beneficiary
|
7.3
|
Waiver of Spousal Beneficiary Rights
|
|
(a)
|
the right of the Participant to name someone other than his or her Surviving Spouse as a Beneficiary;
|
|
(b)
|
the right of the Participant’s spouse to be named as the primary Beneficiary for all of the Participant’s Account Balance and the effect of waiving that right; and
|
|
(c)
|
the Participant’s right to revoke a previous designation of someone other than the Surviving Spouse as a Beneficiary, and the effect of such a revocation.
|
8.1
|
Applicability
|
8.2
|
Forms of Benefit for Certain Transferred Participants
|
|
(a)
|
Life and Ten Year Certain Annuity: This form of annuity pays the Participant a fixed amount each month beginning with the month in which the Annuity Starting Date occurs and ending when the Participant dies. If the Participant dies before 120 monthly payments have been made, payments will continue to the Participant’s Beneficiary until 120 monthly payments have been made to the Participant and Beneficiary under the annuity.
|
|
(b)
|
Joint and Survivor-Ten Year Certain Annuity: This form of annuity pays the Participant a fixed amount each month beginning with the month in which the Annuity Starting Date occurs and ending when the Participant dies. If the Participant’s Beneficiary survives the Participant, payments will continue to the Participant’s primary Beneficiary until the Beneficiary dies. If the Participant and Beneficiary both die before 120 monthly payments have been made to the Participant and Beneficiary under the annuity, payments will continue to the Participant’s contingent Beneficiary until 120 monthly payments in all have been made under the annuity. The monthly payment payable to the primary or contingent Beneficiary before 120 payments have been made under the annuity equals the monthly payment made during the Participant’s lifetime. The monthly payment payable to the primary Beneficiary after 120 payments have been made under the annuity equals 100% or 50% of the monthly payment made during the Participant’s lifetime, as specified in the Participant’s election. Both the primary and contingent Beneficiaries must be named at the time this annuity is elected.
|
|
(c)
|
Period Certain Annuity: This form of annuity pays the Participant a fixed amount each month beginning with the month in which the Annuity Starting Date occurs and ending when the specified number of monthly payments have been made to the Participant and, if he or she dies before receiving the specified number of payments, to the Participant’s Beneficiary. The Participant may specify 60, 120 or 180 monthly payments. The Participant specifies the number of monthly payments and names his or her Beneficiary at the time he or she elects the annuity.
|
|
(d)
|
Other: This form of payment includes any other alternative form of distribution, including installment distributions, provided for by the Funding Agent. Notwithstanding the foregoing, a Participant may not elect any form of distribution providing only for the payment of interest or income earned on his or her Accounts.
|
8.3
|
Change in Form, Timing or Medium of Benefit Payment for Certain Transferred Participants
|
8.4
|
Waiver of Normal Form of Benefit for Certain Transferred Participants
|
|
(a)
|
the terms and conditions of the normal form of benefit;
|
|
(b)
|
the Participant’s right to waive the normal form of benefit and the effect of waiving the normal form of benefit;
|
|
(c)
|
the right of the Participant’s spouse to consent or withhold his or her consent to the Participant’s choice of another form of benefit; and
|
|
(d)
|
the Participant’s right to revoke a waiver of the normal form of benefit, and the effect of revoking the waiver.
|
|
(a)
|
the Participant’s spouse consents in writing to the waiver;
|
|
(b)
|
the waiver includes an election of a form of benefit that cannot be changed without the spouse’s consent, or the spouse’s consent specifically permits the Participant to make other elections of forms of benefit;
|
|
(c)
|
the spouse’s consent acknowledges the effect of the waiver; and
|
|
(d)
|
the spouse’s consent is witnessed by a notary public or the Administrator.
|
8.5
|
Payment of Account Balances of Certain Transferred Participants Who Die Before Payment Begins
|
8.6
|
Failure to Name a Beneficiary for Certain Transferred Participants
|
8.7
|
Waiver of Preretirement Survivor Annuity for Certain Transferred Participants
|
|
(a)
|
the 50% preretirement life annuity payable to the Participant’s Surviving Spouse;
|
|
(b)
|
the Participant’s right to waive that annuity and the effect of such a waiver;
|
|
(c)
|
the right of the Participant’s spouse to the 50% preretirement life annuity and the effect of waiving that right; and
|
|
(d)
|
the Participant’s right to revoke a previous waiver and the effect of such a revocation;
|
|
(e)
|
the right of the Participant to name someone other than his or her Surviving Spouse as a Beneficiary;
|
|
(f)
|
the right of the Participant’s spouse to be named as the primary Beneficiary for all of the Participant’s Account Balance and the effect of waiving that right; and
|
|
(g)
|
the Participant’s right to revoke a previous designation of someone other than the Surviving Spouse as a Beneficiary, and the effect of such a revocation.
|
9.1
|
Named Fiduciaries
|
9.2
|
Employment of Advisers
|
9.3
|
Multiple Fiduciary Capacities
|
9.4
|
Payment of Expenses
|
9.5
|
Indemnification
|
10.1
|
Powers, Duties and Responsibilities of the Administrator and the Committee
|
10.2
|
Investment Powers, Duties and Responsibilities of the Administrator and the Committee
|
10.3
|
Investment of Accounts
|
10.4
|
Valuation of Accounts
|
10.5
|
The Insurance Company
|
10.6
|
Compensation
|
10.7
|
Delegation of Responsibility
|
10.8
|
Committee Members
|
12.1
|
Plan Amendment or Termination
|
12.2
|
Limitations on Plan Amendment
|
|
(a)
|
authorize any part of the Trust Fund to be used for, or diverted to, purposes other than the exclusive benefit of Participants or their Beneficiaries;
|
|
(b)
|
decrease the accrued benefits of any Participant or his or her Beneficiary under the Plan; or
|
|
(c)
|
except to the extent permitted by law, eliminate or reduce an early retirement benefit or retirement-type subsidy (as defined in Code Section 411) or an optional form of benefit with respect to service prior to the date the amendment is adopted or effective, whichever is later.
|
12.3
|
Right to Terminate Plan or Discontinue Contributions
|
12.4
|
Bankruptcy
|
13.1
|
Subsequent Changes
|
13.2
|
Merger or Transfer of Assets
|
13.3
|
Benefits Not Assignable
|
13.4
|
Exclusive Benefit of Participants
|
|
(a)
|
any contribution made by a Participating Employer by a mistake of fact will be returned within one year after payment of the contribution;
|
|
(b)
|
any contribution made by a Participating Employer that was conditioned upon its deductibility shall be returned to the extent disallowed as a deduction under Code Section 404 within one year after the deduction is disallowed; and
|
|
(c)
|
any contribution that was initially conditioned on the Plan’s satisfying the requirements of Code Section 401(a) will be returned to the Participating Employer who made it, if the Plan is initially determined not to satisfy the requirements of Code Section 401(a).
|
13.5
|
Benefits Payable to Minors, Incompetents and Others
|
13.6
|
Plan Not A Contract of Employment
|
13.7
|
Source of Benefits
|
13.8
|
Proof of Age and Marriage
|
13.9
|
Controlling Law
|
13.10
|
Income Tax Withholding
|
13.11
|
Claims Procedure
|
|
(a)
|
If the applicant’s claim is for benefits as a result of Disability, then the initial decision on a claim for disability benefits will be made within 45 days after the Plan receives the applicant’s claim, unless special circumstances require additional time, in which case the Plan Administrator will notify the applicant before the end of the initial 45-day period of an extension of up to 30 days. If necessary, the Plan Administrator may notify the applicant, prior to the end of the initial 30-day extension period, of a second extension of up to 30 days. If an extension is due to the applicant’s failure to supply the necessary information, the notice of extension will describe the additional information and the applicant will have 45 days to provide the additional information. Moreover, the period for making the determination will be delayed from the date the notification of extension was sent out until the applicant responds to the request for additional information. No additional extensions may be made, except with the applicant’s voluntary consent. The contents of the notice shall be the same as described in Section 13.11.2 above. If a benefit claim as a result of Disability is denied in whole or in part, the applicant (or his authorized representative) will receive written or electronic notification, as described in Section 13.11.2.
|
|
(b)
|
If an internal rule, guideline, protocol or similar criterion is relied upon in making the adverse determination, then the notice to the applicant of the adverse decision will either set forth the internal rule, guideline, protocol or similar criterion, or will state that such was relied upon and will be provided free of charge to the applicant upon request (to the extent not legally-privileged) and if the applicant’s claim was denied based on a medical necessity or experimental treatment or similar exclusion or limit, then the applicant will be provided a statement either explaining the decision or indicating that an explanation will be provided to the applicant free of charge upon request.
|
|
(c)
|
The Review Panel, as described above in Section 13.11.3 shall be the named fiduciary that has the authority to act on with respect to any appeal from a denial of benefits as a result of Disability under the Plan. Any applicant (or his authorized representative) whose application for benefits as a result of Disability is denied in whole or in part may appeal the denial by submitting to the Review Panel a request for a review of the application within 180 days after receiving notice of the denial. The request for review shall be in the form and manner prescribed by the Review Panel and addressed as follows: "Review Panel of the Employee Welfare Benefits Plan Committee, 1803 Gears Road, Houston, Texas 77067-4097." In the event of such an appeal for review, the provisions of Section 13.11.4 regarding the applicant’s rights and responsibilities shall apply. Upon request, the Review Panel will identify any medical or vocational expert whose advice was obtained on behalf of the Review Panel in connection with an adverse benefit determination, without regard to whether the advice was relied upon in making the benefit determination. The entity or individual appointed by the Review Panel to review the claim will consider the appeal de novo, without any deference to the initial benefit denial. The review will not include any person who participated in the initial benefit denial or who is the subordinate of a person who participated in the initial benefit denial.
|
|
(d)
|
If the initial disability benefit denial was based in whole or in part on a medical judgment, then the Review Panel will consult with a health care professional who has appropriate training and experience in the field of medicine involved in the medical judgment, and who was neither consulted in connection with the initial benefit determination nor is the subordinate of any person who was consulted in connection with that determination; and upon notifying the applicant of an adverse determination on review, include in the notice either an explanation of the clinical basis for the determination, applying the terms of the Plan to the applicant’s medical circumstances, or a statement that such explanation will be provided free of charge upon request.
|
|
(e)
|
A decision on review shall be made promptly, but not later than 45 days after receipt of a request for review, unless special circumstances require an extension of time for processing. If an extension is required, the applicant will be notified before the end of the initial 45-day period that an extension of time is required and the anticipated date that the review will be completed. A decision will be given as soon as possible, but not later than 90 days after receipt of a request for review. The Review Panel shall give notice of its decision to the applicant; such notice shall comply with the requirements set forth in Section 13.11.5. In addition, if the applicant’s claim was denied based on a medical necessity or experimental treatment or similar exclusion, the applicant will be provided a statement explaining the decision, or a statement providing that such explanation will be furnished to the applicant free of charge upon request. The notice shall also contain the following statement: “You and your Plan may have other voluntary alternative dispute resolution options, such as mediation. One way to find out what may be available is to contact your local U.S. Department of Labor Office and your State insurance regulatory agency.”
|
13.12
|
Participation in the Plan by An Affiliate
|
13.13
|
Action by Participating Employers
|
13.14
|
Dividends
|
14.1
|
Top Heavy Definitions
|
|
(a)
|
an officer of the Company or an Affiliate with annual Compensation greater than $130,000 (as adjusted under Code Section 416(i)(1) for Plan Years beginning on and after January 1, 2002);
|
|
(b)
|
a five percent owner of the Company or an Affiliate; or
|
|
(c)
|
a one percent owner of the Company or an Affiliate having annual Compensation of more than $150,000.
|
|
(a)
|
had a participant who was a Key Employee; or
|
|
(b)
|
was required to be considered with a plan in which a Key Employee participated in order to enable the plan in which the Key Employee participated to meet the requirements of Code Section 401(a)(4) or 410(b).
|
|
(a)
|
The value of a person’s full Account Balance under the Plan, plus his or her total account balances under each Related Defined Contribution Plan in the Aggregation Group, determined as of the valuation date coincident with or immediately preceding the Determination Date, adjust for contributions due as of the Determination Date, as follows:
|
|
(i)
|
in the case of a plan not subject to the minimum funding requirements of Code Section 412, by including the amount of any contributions actually made after the valuation but on or before the Determination Date and, in the first plan year of a plan, by including contributions made after the Determination Date that are allocated as of a date in the first plan year; and
|
|
(ii)
|
in the case of a plan that is subject to the minimum funding requirements of Code Section 412, by including the amount of any contributions that would be allocated as of a date no later than the Determination Date, plus adjustments to those amounts required under applicable rulings, even though those amounts are not yet required to be contributed or allocated (e.g., because they have been waived) and by including the amount of any contributions actually made (or due to be made) after the valuation date but before the expiration of the extended payment period in Code Section 412(c)(10).
|
|
(b)
|
The sum of the actuarial present value of a person’s accrued benefits under each Related Defined Benefit Plan in the Aggregation Group, determined for any person who is employed by a Participating Employer on a Determination Date, expressed as a benefit commencing at normal retirement date (or, if later, the person’s attained age). The present value of an accrued benefit under a Related Defined Benefit Plan is determined as of the most recent valuation date that is within the 12-month period ending on the Determination Date.
|
|
(c)
|
The aggregate value of amounts distributed under the Plan and any plan in an Aggregation Group (as defined in Code Section 416(g)(2)) during the one (1) year period ending on the Determination Date, including amounts distributed under a terminated plan that, if it had not been terminated, would have been in a Mandatory Aggregation Group. In the case of a distribution from any such plan made for a reason other than separation from service (effective January 1, 2002, severance from employment), death or Disability, this provision shall be applied by substituting ‘five (5) year period’ for ‘one (1) year period.’
|
|
(d)
|
The Present Value of Accrued Benefit of any individual who has not performed services for the Company or an Affiliate during the one (1) year period ending on the Determination Date shall not be taken into account.
|
14.2
|
Determination of Top Heavy Status
|
14.3
|
Minimum Allocation for Top Heavy Plan
|
JOHN BEAN TECHNOLOGIES CORPORATION
|
|||
By:
|
|||
Member, Employee Welfare Benefits
|
|||
Plan Committee
|
|||
Name of Bargaining Unit
|
Effective Date
of Plan Coverage
|
Effective Date of
FMC Plans or FMCTI Plan
Coverage
|
Packaging Systems Division, Green
Bay, Wisconsin, United Steel
Workers, Local 32-6050
|
Effective Date
|
October 1, 1989;
Division Sold by FMC June
17, 1998; Account balances remained in FMC Plans and FMCTI Plan
|
Jetway Systems, Ogden, Utah United
Steel Workers Local 612
|
Effective Date
|
January 1, 1995
|
Agricultural Machinery Division,
Hoopeston, Illinois, United Paper-
workers International Union, AFL-
C10, CLC, Local 7985
|
Effective Date
|
January 1, 1997
|
Smith Meter, Inc., Erie, Pennsylvania,
International Union, United Automobile,
Aerospace, and Agricultural
Implement Workers of America
Local Union 714
|
Effective Date
|
June 1, 1998
|
Hawaii Transportation Workers
Union of America
|
Effective Date
|
October 6, 2000
|
Name of Bargaining Unit
|
Effective Date of Eligibility
for Company Contributions
|
Effective Date of Eligibility
for FMC Contributions
in FMC Matched Plan or FMCTI
Contributions in FMCTI Plan
|
Agricultural Machinery Division,
Hoopeston, Illinois, United Paper-
workers, International Union, AFL-
CIO, CLC, Local 7985
|
Effective Date
|
January 1, 1997
|
50210 Ogden, Utah | ||
###-##-####
|
||
###-##-####
|
||
###-##-####
|
||
###-##-####
|
||
###-##-####
|
||
###-##-####
|
||
###-##-####
|
||
###-##-####
|
||
51113 Corpus Christi, Texas
|
||
###-##-####
|
Name of Division Location
|
Effective Date
|
End Date
|
Prevailing Wage Employee (Y/N)
|
Living Wage Employee (Y/N)
|
LAX Terminal 6 (FFT AS LAX PW 50248)
|
January 1, 2011
|
|
Y
|
Y
|
Miami-Dade County (FFT AS MIAMI PW 50245)
|
January 1, 2011
|
|
Y
|
N
|
Orange County (FFT AS ORANGE CTY PW 50246)
|
January 1, 2011
|
|
Y
|
N
|
Long Beach (FFT AS Long Beach PW 50247)
|
January 1, 2011
|
|
Y
|
N
|
LAX Delta (FFT AS LAX DELTA LP 50249)
|
March 1, 2011
|
|
N
|
N
|
Cincinnati (FFT AS CINCINNATI LP 50250)
|
June 1, 2011
|
|
N
|
N
|
LAX Terminal 2 (FFT AS LAX2 LP 50251)
|
September 1, 2011
|
|
N
|
N
|
Houston Train (FFT AS HAS TRAIN LP 50253)
|
September 1, 2011
|
|
N
|
N
|
Chicago O’Hare (FFT AS CHI ORD LP 50252)
|
October 1, 2011
|
|
N
|
N
|
Dallas-Fort Worth (FFT AS Dallas Terminal E 50228)
|
January 1, 2012
|
|
N
|
N
|
Name of Division Location
|
Effective Date
|
End Date
|
Prevailing Wage Employee (Y/N)
|
Living Wage Employee (Y/N)
|
LAX Terminal 6 (FFT AS LAX PW 50248)
|
January 1, 2011
|
Y
|
Y
|
|
Miami-Dade County (FFT AS MIAMI PW 50245)
|
January 1, 2011
|
Y
|
N
|
|
Orange County (FFT AS ORANGE CTY PW 50246)
|
January 1, 2011
|
Y
|
N
|
|
Long Beach (FFT AS Long Beach PW 50247)
|
January 1, 2011
|
Y
|
N
|
|
LAX Delta (FFT AS LAX DELTA LP 50249)
|
March 1, 2011
|
N
|
N
|
Cincinnati (FFT AS CINCINNATI LP 50250)
|
June 1, 2011
|
N
|
N
|
|
LAX Terminal 2 (FFT AS LAX2 LP 50251)
|
September 1, 2011
|
N
|
N
|
|
Houston Train (FFT AS HAS TRAIN LP 50253)
|
September 1, 2011
|
N
|
N
|
|
Chicago O’Hare (FFT AS CHI ORD LP 50252)
|
October 1, 2011
|
N
|
N
|
|
Dallas-Fort Worth (FFT AS Dallas Terminal E 50228)
|
January 1, 2012
|
N
|
N
|
|
Rhode Island (FFT AS RHODE ISLAND LP 50254)
|
July 1, 2012
|
N
|
N
|
JOHN BEAN TECHNOLOGIES
|
|||
CORPORATION | |||
Date
|
By:
|
||
Its: |
Name
|
|
Jurisdiction of Organization
|
John Bean Technologies Corporation
|
|
Delaware
|
John Bean Technologies LLC
|
|
Delaware
|
Jetway Systems Asia Inc.
|
|
Delaware
|
John Bean Technologies Holding AB
|
|
Delaware/Sweden
|
John Bean Technologies International AB
|
|
Sweden
|
John Bean Technologies AB
|
|
Sweden
|
John Bean Technologies GmbH
|
|
Germany
|
John Bean Technologies Sp.ZOO
|
|
Poland
|
John Bean Technologies SA
|
|
France
|
John Bean Technologies B.V.
|
|
Netherlands
|
John Bean Technologies Spain Holding B.V.
|
|
Netherlands
|
John Bean Technologies South Africa Holding B.V.
|
|
Netherlands
|
John Bean Technologies S.L.U.
|
|
Spain
|
John Bean Technologies AeroTech S.L.U.
|
|
Spain
|
John Bean Technologies FoodTech S.L.U.
|
|
Spain
|
John Bean Technologies Iberica, S.L.U.
|
|
Spain
|
John Bean Technologies (Proprietary) Ltd.
|
|
South Africa
|
John Bean Technologies O OO
|
|
Russia
|
John Bean Technologies Ltd.
|
|
United Kingdom
|
John Bean Technologies N.V.
|
|
Belgium
|
John Bean Technologies S.p.A.
|
|
Italy
|
John Bean Technologies s.r.o. | Czech Republic | |
John Bean Technologies Argentina S.R.L.
|
|
Argentina
|
John Bean Technologies Máquinas e Equipamentos Industriais Ltda.
|
|
Brazil
|
John Bean Technologies Canada Ltd.
|
|
Nova Scotia
|
John Bean Technologies de Mexico S. de R.L. de C.V.
|
|
Mexico
|
E.M.D., S.A. de C.V.
|
|
Mexico
|
John Bean Technologies Hong Kong Limited
|
|
Hong Kong
|
JBT Ningbo Holdings Limited
|
|
Hong Kong
|
JBT Shanghai Holdings Limited
|
|
Hong Kong
|
JBT Shenzhen Holdings Limited
|
Hong Kong
|
|
JBT Kunshan Holdings Limited
|
Hong Kong
|
|
John Bean Technologies (Shenzhen) Co. Ltd.
|
China
|
|
John Bean Technologies (Ningbo) Co., Ltd.
|
|
China
|
John Bean Technologies (Shanghai) Co., Ltd.
|
|
China
|
John Bean Technologies (Kunshan) Co., Ltd.
|
China
|
|
John Bean Technologies Australia Limited
|
|
Australia
|
John Bean Technologies K.K.
|
|
Japan
|
John Bean Technologies NZ Limited
|
|
New Zealand
|
FAI Certification Co., Ltd.
|
Thailand
|
|
John Bean Technologies (Thailand) Ltd.
|
|
Thailand
|
John Bean Technologies Singapore Pte Ltd.
|
Singapore
|
|
John Bean Technologies Middle East FZE
|
UAE
|
|
John Bean Technologies India Private Limited
|
|
India
|
1.
|
I have reviewed this quarterly report on Form 10-Q of John Bean Technologies Corporation (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting, to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: August 8, 2012
|
|
/s/ Charles H. Cannon, Jr.
|
|
Charles H. Cannon, Jr.
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of John Bean Technologies Corporation (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting, to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: August 8, 2012
|
|
/s/ Ronald D. Mambu
|
|
Ronald D. Mambu
|
|
Vice President and Chief Financial Officer
(Principal Financial Officer)
|
(a)
|
the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended June 30, 2012, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(b)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: August 8, 2012
|
|
/s/ Charles H. Cannon, Jr.
|
|
Charles H. Cannon, Jr.
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
(a)
|
the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended June 30, 2012, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(b)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: August 8, 2012
|
|
/s/ Ronald D. Mambu
|
|
Ronald D. Mambu
|
|
Vice President and Chief Financial Officer
(Principal Financial Officer)
|
Note 8 - Commitments and Contingencies (Detail) - Product Warranties (USD $)
In Millions, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2012
|
Jun. 30, 2011
|
Jun. 30, 2012
|
Jun. 30, 2011
|
|
Balance | $ 6.8 | $ 8.1 | $ 7.3 | $ 8.0 |
Expense for new warranties | 1.8 | 2.2 | 3.8 | 4.0 |
Adjustments to existing accruals | (0.2) | (0.2) | (0.2) | |
Claims paid | (1.8) | (2.2) | (4.3) | (4.1) |
Balance | $ 6.6 | $ 7.9 | $ 6.6 | $ 7.9 |
Note 6 - Derivative Financial Instruments and Risk Management (Detail) - Gain (Loss) on Derivatives Not Designated as Hedging Instruments (USD $)
In Millions, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2012
|
Jun. 30, 2011
|
Jun. 30, 2012
|
Jun. 30, 2011
|
|
Foreign exchange contracts | $ (1.0) | $ 0.5 | $ 1.6 | $ 3.4 |
Remeasurement of assets and liabilities in foreign currencies | 0.4 | 0.6 | (0.3) | |
Net (loss) gain on foreign currency transactions | (0.6) | 1.1 | 1.3 | 3.4 |
Sales [Member]
|
||||
Foreign exchange contracts | (1.3) | (0.2) | 1.9 | 2.5 |
Cost of Sales [Member]
|
||||
Foreign exchange contracts | 0.1 | 0.6 | (0.4) | 0.5 |
Other Income [Member]
|
||||
Foreign exchange contracts | $ 0.2 | $ 0.1 | $ 0.1 | $ 0.4 |
Note 3 - Goodwill and Intangible Assets (Detail) (USD $)
In Millions, unless otherwise specified |
Jun. 30, 2012
|
May 22, 2012
|
---|---|---|
Business Acquisition, Purchase Price Allocation, Goodwill Amount | $ 2.0 | |
Acquired Finite-lived Intangible Asset, Amount | $ 7.2 |
Note 7 - Fair Value of Financial Instruments (Detail) - Carrying Values and the Estimated Fair Values of Debt Financial Instruments (Parentheticals)
|
Jun. 30, 2012
|
Dec. 31, 2011
|
---|---|---|
6.66% Senior Unsecured Notes Due July 31, 2015 {Member]
|
||
Interest Rate on debt | 6.66% | 6.66% |
Interest Rate on debt | 6.66% | 6.66% |
4.5% Brazilian Real Loan Due December 31, 2012 [Member]
|
||
Interest Rate on debt | 4.50% | 4.50% |
Interest Rate on debt | 4.50% | 4.50% |
Note 3 - Goodwill and Intangible Assets
|
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2012
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Text Block] |
NOTE
3. GOODWILL AND INTANGIBLE ASSETS
The
change in the carrying amount of goodwill for the six months
ended June 30, 2012 was as follows:
Goodwill
is included in other assets in the condensed consolidated
balance sheets.
The
components of intangible assets were as follows:
On
May 22, 2012, we acquired rotary sterilization technology
from H.G. Molenaar & Co (Pty) Ltd., headquartered in
Paarl, South Africa. This acquisition strengthens JBT
FoodTech's in-container sterilization portfolio for the
canned food industry. We plan to integrate the
Molenaar technology into our existing South African
production facility, where we will leverage our current
capacity and engineering capabilities. In connection with the
acquisition, we recognized $2.0 million of goodwill and $7.2
million of intangible assets, comprising of non-compete
agreements, customer lists, and patents and acquired
technologies. These assets are deductible for income tax
purposes.
|