JBT Marel Corp

Previous wording

•fluctuations in currency exchange rates;

Current wording

•fluctuations in currency exchange rates and interest rates;

Previous wording

Our approach to Environmental, Social and Corporate Governance (ESG) builds on our culture and long tradition of concern for our employees’ health, safety, and well-being; partnering with our customers to find ways to make better use of the earth’s precious resources; and giving back to the communities where we live and work. Our equipment and technologies continue to deliver quality performance while striving to minimize food waste, extend food product life, support customer sustainability objectives, and maximize efficiency in order to create shared value for our food and beverage customers. While the majority of our impact lies within the solutions offered to our customers, our commitment to environmental responsibility extends to our own operations. We strive for our own facilities to operate efficiently and safely, much like the solutions we provide to our customers. We recognize our responsibility to make a positive impact on our shareholders, the environment and our communities in a manner that is consistent with our fiduciary duties. We have engaged in structured education for enhancing inclusive leadership skills in our organization designed to ensure a broad range of perspectives and backgrounds in our leadership and hiring practices.

Current wording

Our approach to Environmental, Social and Corporate Governance (ESG) builds on our culture and long tradition of concern for our employees’ health, safety, and well-being; partnering with our customers to find ways to make better use of the earth’s precious resources; and giving back to the communities where we live and work. Our equipment and technologies continue to deliver quality performance while striving to minimize food waste, extend food product life, support customer sustainability objectives, and maximize efficiency in order to create shared value for our food and beverage customers. While the majority of our impact lies within the solutions offered to our customers, our commitment to environmental responsibility extends to our own operations. We strive for our own facilities to operate efficiently and safely, much like the solutions we provide to our customers. We recognize our responsibility to make a positive impact on our stockholders, the environment and our communities in a manner that is consistent with our fiduciary duties. We have engaged in structured education for enhancing inclusive leadership skills in our organization designed to ensure a broad range of perspectives and backgrounds in our leadership and hiring practices.

Previous wording

Total revenue for the three months ended March 31, 2025 increased $461.8 million or 117.7% compared to the same period in 2024. Organic revenue increased $23.0 million, the acquisition of Marel provided additional revenue of $445.3 million, and foreign currency translation was unfavorable by $6.5 million in the period compared to the prior year. The increase in organic revenue was primarily the result of an increase in volume for recurring revenue.

Current wording

Total revenue for the three months ended June 30, 2025 increased $532.5 million or 132.4% compared to the same period in 2024. Organic revenue provided by the JBT segment increased $43.9 million and foreign currency translation was favorable by $8.4 million in the period compared to the prior year. The increase in organic revenue was primarily the result of an increase in volume for recurring revenue. The acquisition of Marel provided additional revenue of $480.2 million, which is inclusive of a favorable foreign currency translation impact of approximately $12.3 million.

Previous wording

Research and development expense increased $27.2 million compared to the same period in the prior year. This increase is primarily the result of higher costs attributable to the recently acquired Marel business.

Current wording

Research and development expense increased $25.1 million compared to the same period in the prior year. This increase is primarily the result of higher costs attributable to the recently acquired Marel business.

Previous wording

Other income of $2.0 million during the three months ended March 31, 2025 relates to our cross-currency swap agreements that, for a portion of our Term Loan B debt, synthetically swap a higher interest expense based on the SOFR interest rate with a lower interest expense based on the EURIBOR interest rate and a credit spread.

Current wording

Other income of $3.0 million during the three months ended June 30, 2025 relates to our cross-currency swap agreements that, for a portion of our Term Loan B debt, synthetically swap a higher interest expense based on the SOFR interest rate with a lower interest expense based on the EURIBOR interest rate and a credit spread.

Previous wording

Interest income decreased $4.3 million compared to the same period in 2024. This decrease was due to the Company earning less interest income on its cash on hand after funding the Marel Transaction in the first quarter of 2025.

Current wording

Interest income decreased $2.9 million compared to the same period in 2024. This decrease was due to the Company having lower cash balances on hand to invest after funding the Marel Transaction in the first quarter of 2025.

Previous wording

Interest expense increased $39.5 million compared to same period last year. The increase was driven by a higher average debt balance as well as higher interest rates on additional borrowings to fund the Marel Transaction in the first quarter of 2025, compared to same period in 2024. Additional borrowing was drawn from our revolving credit facility and Term Loan B that was executed on January 2, 2025.

Current wording

Interest expense increased $27.7 million compared to same period last year. The increase was driven by a higher average debt balance as well as higher interest rates on additional borrowings to fund the Marel Transaction in the first quarter of 2025, compared to same period in 2024. Additional borrowing was drawn from our revolving credit facility and Term Loan B that was executed on January 2, 2025.

Previous wording

Loss from continuing operations for the three months ended March 31, 2025 was $173.0 million compared to income from continuing operations of $22.7 million for the same period in 2024, representing a decrease of $195.7 million. Adjusted EBITDA was $112.2 million for the three months ended March 31, 2025 compared to $57.4 million during the same period in 2024, representing an increase of $54.8 million. The increase in Adjusted EBITDA was primarily driven by incremental gross profit attributable to the recently acquired Marel business, partially offset by higher selling, general and administrative expense, excluding the impacts of our depreciation, amortization, and acquisition and integration costs.

Current wording

Adjusted EBITDA was $156.2 million for the three months ended June 30, 2025 compared to $63.7 million during the same period in 2024, representing an increase of $92.5 million. The increase in Adjusted EBITDA was primarily driven by incremental gross profit attributable to the recently acquired Marel business, partially offset by higher selling, general and administrative expense, excluding the impacts of our depreciation, amortization, and acquisition and integration costs.

Previous wording

•JBT segment Adjusted EBITDA and Adjusted EBITDA margin was $60.8 million or 14.9% for the three months ended March 31, 2025 compared to $57.4 million or 14.6% for the same period in 2024. The increase of $3.4 million or 30 bps was primarily driven by an increase in gross profit from a favorable mix of higher recurring revenue compared to prior year, which tends to have higher margin than non-recurring revenue. Increase in the gross profit was partially offset by an increase in selling, general and administrative expense, excluding the impacts of our depreciation, amortization, and acquisition and integration costs.

Current wording

•JBT segment Adjusted EBITDA and Adjusted EBITDA margin was $81.7 million or 18.0% for the three months ended June 30, 2025 compared to $63.7 million or 15.8% for the same period in 2024. The increase of $18.0 million or 28.3% was primarily driven by an increase in gross profit from a favorable mix of higher recurring revenue compared to prior year, which tends to have higher margin than non-recurring revenue.

Previous wording

•Marel segment Adjusted EBITDA was $51.4 million and segment Adjusted EBITDA margin was 11.5% for the three months ended March 31, 2025.

Current wording

•Marel segment Adjusted EBITDA was $74.5 million and segment Adjusted EBITDA margin was 15.5% for the three months ended June 30, 2025.

Previous wording

•JBT revenue increased by $16.5 million or 4.2% during the three months ended March 31, 2025 compared to the same period in 2024. Organic revenue increased $23.0 million and foreign currency translation was unfavorable by $6.5 million in the quarter. The increase in organic revenue was primarily the result of an increase in volume for recurring revenue.

Current wording

Total revenue for the six months ended June 30, 2025 increased $994.3 million or 125.1% compared to the same period in 2024. Organic revenue provided by the JBT segment increased $66.9 million and foreign currency translation was favorable by $1.9 million in the period compared to the prior year. The increase in organic revenue was primarily the result of an increase in volume for recurring revenue. The acquisition of Marel provided additional revenue of $925.5 million, which is inclusive of a favorable foreign currency translation impact of approximately $1.8 million.

Previous wording

Gross profit margin decreased 160 bps to 34.2% compared to 35.8% in 2024. The decrease was primarily attributable to a lower gross profit margin of the acquired Marel business, partially offset by an increase in the JBT segment's gross profit margin from higher volume for recurring revenue

Current wording

Gross profit margin decreased 70 bps to 35.0% compared to 35.7% in 2024. The decrease was primarily attributable to a lower gross profit margin of the acquired Marel business, partially offset by an increase in the JBT segment's gross profit margin from higher volume for recurring revenue.

Previous wording

Selling, general and administrative expense increased $178.0 million compared to the same period in the prior year. Selling, general and administrative expense as a percentage of revenue increased 660 bps to 33.0% compared to 26.4% in the same period last year. This increase is primarily driven by higher costs attributable to the recently acquired Marel business and year over year increase of $69.2 million in M&A related costs attributable to the acquisition of Marel.

Current wording

Selling, general and administrative expense increased $318.0 million compared to the same period in the prior year. Selling, general and administrative expense as a percentage of revenue increased 280 bps to 29.7% compared to 26.9% in the same period last year. This increase is primarily driven by higher costs attributable to the recently acquired Marel business and year over year increase of $74.7 million in M&A related costs attributable to the acquisition of Marel. This was partially offset by a better operating leverage from higher revenue as well as savings from our JBT Marel 2025 Integration restructuring plan.

Previous wording

Pension expense, other than service cost increased $145.8 million compared to the same period in the prior year. This increase was primarily due to the settlement charge of $146.9 million recognized in the first quarter of 2025 upon the termination of the U.S. qualified defined benefit pension plan.

Current wording

Pension expense, other than service cost increased $145.0 million compared to the same period in the prior year. This increase was primarily due to the settlement charge of $146.9 million recognized in the first quarter of 2025 upon the termination of the U.S. qualified defined benefit pension plan.

Previous wording

The Company's tax rate on the loss from continuing operations was 21.1% for the three months ended March 31, 2025. The tax benefit for the three months ended March 31, 2025 was reduced by discrete items totaling $2.4 million, primarily driven by non-deductible acquisition costs.

Current wording

The Company's tax rate on the loss from continuing operations was 18.4% for the six months ended June 30, 2025. The tax benefit for the six months ended June 30, 2025 was reduced by discrete items totaling $5.0 million, primarily driven by non-deductible acquisition costs and a non-deductible loss on investment.

Previous wording

However, Adjusted EBITDA margin decreased 150 bps to 13.1% compared to 14.6% for the same period in 2024. This was primarily due to a decrease in gross profit margin of 160 bps to 34.2% compared to 35.8% in 2024. This decrease was primarily attributable to a lower gross profit margin and a higher selling, general, and administrative expense as a percentage of revenue for the acquired Marel business relative to the JBT business. This was partially offset by an year over year increase in the JBT segment's gross profit margin.

Current wording

Loss from continuing operations margin decreased 1620 bps to (9.5)% compared to 6.7% for the same period in 2024. This decrease is the result of higher pension expense other than service cost, higher integration costs, higher interest expense, the loss on investment, and the impact of discrete items on our income tax provision compared to the same period in 2024. However, Adjusted EBITDA margin decreased 20 bps to 15.0% compared to 15.2% for the same period in 2024. This decrease was primarily attributable to a lower gross profit margin and a higher selling, general, and administrative expense as a percentage of revenue for the acquired Marel business relative to the JBT business. This was partially offset by an year over year increase in the JBT segment's gross profit margin as well as savings from our JBT Marel 2025 Integration restructuring plan.

Previous wording

•Adjusted EBITDA: We define Adjusted EBITDA as earnings adjusted for income taxes, interest expense (income), net, other financing income, pension expense other than service cost, restructuring, M&A related costs and depreciation and amortization, including acquisition related depreciation and amortization.

Current wording

•Adjusted EBITDA and Adjusted EBITDA margin: We define Adjusted EBITDA as earnings adjusted for income taxes, interest expense (income), net, other financing income, pension expense other than service cost, restructuring, M&A related costs and depreciation and amortization, including acquisition related depreciation and amortization. We define Adjusted EBITDA margin as Adjusted EBITDA divided by revenue.

Previous wording

(4) M&A related costs include integration costs, amortization of inventory step-up from business combinations, impacts of foreign currency derivatives and trades to hedge variability of exchange rates on the cash consideration paid for business combination, advisory and transaction costs for both potential and completed M&A transactions and strategy. M&A related costs are excluded as they are not part of the ongoing operations of our underlying business.

Current wording

(4) M&A related costs for the three and six months ended June 30, 2025, respectively, include advisory and transaction related costs for both potential and completed M&A transactions and strategy of $4.6 million and $57.7 million, amortization of inventory step-up from business combinations of $9.3 million and $19.9 million, and integration costs of $6.1 million and $16.8 million. M&A related costs are excluded as they are generally short-term in nature and turn over quickly or are not part of the ongoing operations of our underlying business.

Previous wording

Free cash flow during the three months ended March 31, 2025 was $17.8 million that includes payment for M&A transaction related costs of $41.8 million, representing a $17.1 million increase compared to the same period in 2024.

Current wording

Free cash flow during the six months ended June 30, 2025 was $105.8 million, which includes payment for acquisition costs of the Marel Transaction of approximately $100 million, representing a $92.3 million increase compared to the same period in 2024.

Previous wording

In the first quarter of 2025, the Company implemented the JBT Marel 2025 Integration restructuring plan to achieve a portion of its synergy targets identified as a result of the Marel acquisition to optimize the overall cost structure for the combined Company on a global basis. The initiatives under this plan included streamlining operations and adjusting our general and administrative infrastructure to meet the strategic needs of JBT Marel. The total cost of this plan as of March 31, 2025 was $11.1 million and the total estimated cost in connection with this plan is in the range of $25.0 million to $30.0 million for the combined Company, expected to be recognized by the end of 2026.

Current wording

In the first quarter of 2025, the Company implemented the JBT Marel 2025 Integration restructuring plan to achieve a portion of its synergy targets identified as a result of the Marel acquisition to optimize the overall cost structure for the combined Company on a global basis. The initiatives under this plan included streamlining operations and adjusting our general and administrative infrastructure to meet the strategic needs of JBT Marel. The total estimated cost in connection with this plan is in the range of approximately $25.0 million to $30.0 million. The Company recognized restructuring charges of $16.7 million, net of a cumulative release of the related liability of $0.1 million through June 30, 2025, and expects to recognize the remaining costs by the end of 2026.

Previous wording

Savings for the JBT Marel 2025 Integration restructuring plan during the quarter ended March 31, 2025 was approximately $2.0 million primarily in selling, general, and administrative expense. Cumulative cost savings for the JBT Marel 2025 Integration restructuring plan is expected to be between $50.0 million and $60.0 million. Savings expected to be realized during the remainder of 2025 are approximately $20.0 million.

Current wording

Cumulative cost savings for the JBT Marel 2025 Integration restructuring plan are expected to be between $50.0 million and $60.0 million. Savings expected to be realized during the remainder of 2025 are approximately $15.0 million.

Previous wording

Our primary sources of liquidity are cash flows provided by operating activities from our U.S. and foreign operations, our revolving credit facility, and our cash and cash equivalents on hand. In connection with the Marel Transaction, we drew an additional $604 million from our existing revolving credit facility on December 30, 2024. On January 2, 2025, we secured takeout financing comprised of the amended and restated 5-year, $1.8 billion revolving credit facility and $900 million in the Senior Secured Term Loan B ("Term Loan B"). The takeout financing resulted in the carryforward of the initial $604 million borrowing from our existing revolving credit facility and additional borrowings of $900 million drawn from the Term Loan B and $18.6 million from the amended credit facility to fund the Marel Transaction, subsequent acquisition of the non-controlling interest of Marel, and related expenditures.

Current wording

Our primary sources of liquidity are cash flows provided by operating activities from our U.S. and foreign operations, our revolving credit facility, and our cash and cash equivalents on hand. In connection with the Marel Transaction, we drew an additional $604 million from our existing revolving credit facility on December 30, 2024. On January 2, 2025, we secured takeout financing comprised of the amended and restated 5-year, $1.8 billion revolving credit facility and $900 million in the Senior Secured Term Loan B ("Term Loan B"). The takeout financing resulted in the carryforward of the initial $604 million borrowing from our existing revolving credit facility and additional borrowings of $900 million drawn from the Term Loan B and $18.6 million from the amended revolving credit facility to fund the Marel Transaction, subsequent acquisition of the non-controlling interest of Marel, and related expenditures.

Previous wording

On January 2, 2025, we closed the Marel Transaction by acquiring approximately 97.5% of Marel's issued and outstanding common shares. On of February 4, 2025, we acquired the remaining 2.5% of Marel's issued and outstanding common shares ("Squeeze out"). Upon the closing of the Marel Transaction on January 2, 2025 and for the Squeeze out on February 4, 2025, we used available cash and additional borrowings from the takeout financing to fund $1.0 billion of cash consideration paid to the Marel shareholders, $867.8 million for repayment of Marel's debt, $111.4 million for transaction related expenses, and $16.1 million for debt issuance costs.

Current wording

On January 2, 2025, we closed the Marel Transaction by acquiring approximately 97.5% of Marel's issued and outstanding equity interests. On February 4, 2025, we acquired the remaining 2.5% of Marel's issued and outstanding equity interests ("Squeeze out"). Upon the closing of the Marel Transaction on January 2, 2025 and the Squeeze out on February 4, 2025, we used available cash and additional borrowings from the takeout financing to fund $983.7 million of cash consideration paid to the Marel shareholders, $867.8 million for repayment of Marel's debt, $111.4 million for transaction related expenses, and $16.1 million for debt issuance costs.

Previous wording

For the three months ended March 31, 2025, we had total operating cash flows from continuing operations of $34.4 million. For full year 2025, we expect to generate positive cash flows. Our liquidity as of March 31, 2025, or cash plus borrowing ability under our existing revolving credit facilities, was $1.3 billion. The takeout financing includes a leverage holiday that permits a maximum secured leverage ratio of 5.0x for the initial 12-months after the Marel Transaction close date and a total leverage ratio of 5.75x.

Current wording

For the six months ended June 30, 2025, we had total operating cash flows from continuing operations of $136.6 million. For full year 2025, we expect to generate positive cash flows. Our liquidity as of June 30, 2025, or cash plus borrowing ability under our existing revolving credit facilities, was $1.3 billion. The takeout financing includes a leverage holiday that permits a maximum secured leverage ratio of 5.0x for the initial 12-months after the Marel Transaction close date and a total leverage ratio of 5.75x.

Previous wording

Our liquidity is available to support the integration of JBT and Marel and our other capital allocation priorities. Based on our current capital allocation objectives, we anticipate capital expenditures to be between $90 million and $100 million during 2025. Our level of capital expenditures varies from time to time as a result of actual and anticipated business conditions. During 2025, we also expect to incur integration costs and other synergy-related costs in the range of $55 million to $65 million related to the acquisition of Marel.

Current wording

Our liquidity is available for repayment of the Notes and to support the integration of JBT and Marel and our other capital allocation priorities. Based on our current capital allocation objectives, we anticipate capital expenditures to be between $85 million and $95 million during 2025. Our level of capital expenditures varies from time to time as a result of actual and anticipated business conditions. During 2025, we also expect to incur integration costs and other synergy-related costs in the range of $45 million to $55 million related to the acquisition of Marel.

Previous wording

As of March 31, 2025, we had $101.0 million of cash and cash equivalents, $41.3 million of which was held by our foreign subsidiaries. Although certain funds are considered permanently invested in our foreign subsidiaries, we are not presently aware of any restriction on the repatriation of these funds. We maintain significant operations outside of the U.S., and many of our uses of cash for working capital, capital expenditures and business acquisitions arise in these foreign jurisdictions. If these funds were needed to fund our operations or satisfy obligations in the U.S., they could be repatriated and their repatriation into the U.S. could cause us to incur additional U.S. income tax and foreign withholding taxes. The foreign withholding taxes on these repatriations to the U.S. would potentially be partially offset by U.S. foreign tax credits.

Current wording

As of June 30, 2025, we had $111.8 million of cash and cash equivalents, $24.9 million of which was held by our foreign subsidiaries. Although certain funds are considered permanently invested in our foreign subsidiaries, we are not presently aware of any restriction on the repatriation of these funds. We maintain significant operations outside of the U.S., and many of our uses of cash for working capital, capital expenditures and business acquisitions arise in these foreign jurisdictions. If these funds were needed to fund our operations or satisfy obligations in the U.S., they could be repatriated and their repatriation into the U.S. could cause us to incur additional U.S. income tax and foreign withholding taxes. The foreign withholding taxes on these repatriations to the U.S. would potentially be partially offset by U.S. foreign tax credits.

Previous wording

Cash flows for the three months ended March 31, 2025 and 2024 were as follows:

Current wording

Cash flows for the six months ended June 30, 2025 and 2024 were as follows:

Previous wording

Cash provided by continuing operating activities during the three months ended March 31, 2025 was $34.4 million, representing a $24.0 million increase compared to the same period in 2024. This increase was driven primarily by higher collections of customer advanced payments and trade receivables and lower payments of accounts payable, partially offset by higher purchases of inventory during the period.

Current wording

Cash provided by continuing operating activities during the six months ended June 30, 2025 was $136.6 million, representing a $104.6 million increase compared to the same period in 2024. This increase was driven primarily by higher collections of customer advanced payments and trade receivables and lower payments of accounts payable, partially offset by higher purchases of inventory during the period.

Previous wording

Cash required by investing activities was $1,765.6 million during the three months ended March 31, 2025, compared to cash required of $7.2 million during the same period in 2024. The cash outflow during the period was primarily due to the acquisition of Marel.

Current wording

Cash required by investing activities was $1,780.1 million during the six months ended June 30, 2025, compared to cash required of $22.7 million during the same period in 2024. The cash outflow during the period was primarily due to the acquisition of Marel.

Previous wording

Cash provided by financing activities was $621.4 million during the three months ended March 31, 2025, compared to cash required of $6.1 million during the same period in 2024. The cash inflows during the period were the result of the draw on the revolving credit facility and funding of the Term Loan B, partially offset by the payment of debt issuance costs related to the Second A&R Credit Agreement.

Current wording

Cash provided by financing activities was $543.4 million during the six months ended June 30, 2025, compared to cash required of $16.4 million during the same period in 2024. The cash inflows during the period were the result of the draw on the revolving credit facility and funding of the Term Loan B, partially offset by the payment of debt issuance costs related to the Second A&R Credit Agreement.

Previous wording

As of March 31, 2025, we had $691.7 million drawn on and $1.1 billion of availability under the revolving credit facility.

Current wording

As of June 30, 2025, we had $638.2 million drawn on and $1.2 billion of availability under the revolving credit facility.

Previous wording

On January 2, 2025, we executed takeout financing consisting of an amended and restated 5-year, $1.8 billion revolving credit facility and a 7-year, $900 million senior secured term loan B. The amended credit facility retained the same pricing grid as our previous revolving credit facility. The Term Loan B provides for secured pricing of SOFR plus 225 basis points. This pricing structure will step down to SOFR plus 200 basis points once leverage, as defined in the Second A&R Credit Agreement, is below 3.25x.

Current wording

On January 2, 2025, we executed takeout financing consisting of an amended and restated 5-year, $1.8 billion revolving credit facility and a 7-year, $900 million senior secured term loan B. The amended revolving credit facility retained the same pricing grid as our previous revolving credit facility. The Term Loan B provides for secured pricing of SOFR plus 225 basis points. This pricing structure will step down to SOFR plus 200 basis points once leverage, as defined in the Second A&R Credit Agreement, is below 3.25x. During the second quarter of 2025, we achieved leverage below 3.25x and the pricing structure of SOFR plus 200 basis points will go into effect during the third quarter of 2025.

Previous wording

On May 28, 2021, we closed a private offering of $402.5 million aggregate principal amount of the Company's 0.25% Convertible Senior Notes due 2026 to qualified institutional buyers, resulting in net proceeds to us of approximately $392.2 million after deducting initial purchasers’ discounts. The Notes will mature on May 15, 2026 unless earlier converted, redeemed or repurchased. Concurrently with the issuance of the Notes, we entered into the convertible note hedge transactions that reduce potential dilution upon conversion of the Notes and entered into the warrant transactions to raise additional capital to partially offset the costs of entering into the Note hedge transactions.

Current wording

On May 28, 2021, we closed a private offering of $402.5 million aggregate principal amount of the Company's 0.25% Convertible Senior Notes due 2026 to qualified institutional buyers, resulting in net proceeds to us of approximately $392.2 million after deducting initial purchasers’ discounts. The Notes will mature on May 15, 2026 unless earlier converted, redeemed or repurchased. Concurrently with the issuance of the Notes, we entered into the convertible note hedge transactions that reduce potential dilution upon conversion of the Notes and entered into the warrant transactions to raise additional capital to partially offset the costs of entering into the convertible note hedge transactions.

Previous wording

For additional information about our convertible secured notes, convertible note hedge and warrant transactions, refer to Note 6. Debt of the Notes to the Condensed Consolidated Financial Statements.

Current wording

For additional information about our Notes, convertible note hedge transactions and warrant transactions, refer to Note 6. Debt of the Notes to the Condensed Consolidated Financial Statements.

Previous wording

As a result, as of March 31, 2025, a portion of our total outstanding debt of $2,006.6 million effectively remained fixed rate debt, with the Convertible Senior Notes subject to a fixed rate of 0.25% and a portion of the revolving credit facility subject to an average fixed rate of 0.76%. Our revolving credit facility and Term Loan B are subject to floating, or market rates, in addition to a premium charged for their respective credit spreads. Approximately $1,341.7 million or 67% of the total debt balance as of March 31, 2025 was variable rate debt and subject to floating rates. As of the date of this filling, four of our interest rate swaps with a combined notional amount of $200 million have expired, resulting in $1,541.7 million or 77% of our outstanding debt being variable rate debt and subject to floating rates.

Current wording

As of June 30, 2025, a portion of our total gross outstanding debt of $1,939.2 million effectively remained fixed rate debt, with the Notes subject to a fixed rate of 0.25%. Our revolving credit facility and Term Loan B are subject to floating, or market rates, in addition to a premium charged for their respective credit spreads. Approximately $1,536.0 million or 79% of the total debt balance as of June 30, 2025 was variable rate debt and subject to floating rates.

Previous wording

On January 3, 2025, we entered into five cross-currency swaps expiring in January 2032 related to $700 million of the U.S. dollar denominated debt of the Term Loan B drawn down by JBT Marel's European entity. These cross currency swap agreements have a combined notional amount of $700 million and synthetically swapped an average SOFR interest rate of 4.32% with an average EURIBOR rate of 2.71% for the three months ended March 31, 2025, to hedge the impact of variability in exchange rates on the U.S. dollar dominated debt and related interest payments, excluding credit spread, by our euro-functional entity.

Current wording

On January 3, 2025, we entered into five cross-currency swaps expiring in January 2032 related to the portion of the U.S. dollar denominated Term Loan B debt drawn down by JBT Marel's European entity. These cross currency swap agreements have a combined notional amount of $698.3 million and synthetically swapped an average SOFR interest rate of 4.32% with an average EURIBOR rate of 2.44% for the six months ended June 30, 2025, to hedge the impact of variability in exchange rates on the U.S. dollar dominated debt and related interest payments, excluding credit spread, by our euro-functional entity.