ASTEC INDUSTRIES INC

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements relate to, among other things, the anticipated benefits from the Transaction and timing of the Transaction. Statements in this Current Report on Form 8-K that are not historical are hereby identified as "forward-looking statements" and may be indicated by words or phrases such as "anticipates," "supports," "plans," "projects," "expects," "believes," "should," "would," "could," "forecast," "management is of the opinion," use of the future tense and similar words or phrases. These forward-looking statements are based largely on management's expectations, which are subject to a number of known and unknown risks, uncertainties and other factors. These risks and uncertainties include, but are not limited to: the timing to consummate the Transaction and the risk that the Transaction may not be completed at all or the occurrence of any event, change, or other circumstances that could give rise to the termination of the Agreement, including circumstances requiring the Company pay a termination fee pursuant to the Agreement; the risk that the conditions to the Closing may not be satisfied or waived; the risk that regulatory approval for the Transaction is not obtained or is obtained subject to conditions that are not anticipated; the diversion of management’s time on transaction-related issues; the continued availability of capital and financing and the Company’s ability to cause the financing contemplated by the Commitment Letter to be funded; the ability to successfully combine and integrate the acquired business and realize the anticipated benefits of the Transaction, including synergies, cost savings, innovation opportunities and other efficiencies from the Transaction; and those risks and uncertainties described in our most recent Annual Report on Form 10-K, including those risks described in Part I, Item 1A. Risk Factors thereof**,**and in the other reports filed subsequently by the Company with the Securities and Exchange Commission. All forward-looking statements included in this document are based on information available to the Company on the date hereof, and the Company assumes no obligation to update any such forward-looking statements to reflect future events or circumstances, except as required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

• Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant will furnish supplementally to the Securities and Exchange Commission upon request a copy of any omitted schedule.