JBT MAREL Corp

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONDENSED CONSOLIDATED BALANCE SHEETS

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of Business

JBT Marel Corporation and its majority-owned consolidated subsidiaries (the “Company,” “JBT Marel,” “our,” “us,” or “we”) provide global technology solutions to high-value segments of the food and beverage industry. The Company designs, produces and services sophisticated products and systems for multi-national and regional customers. The Company has manufacturing operations worldwide that are strategically located to facilitate delivery of its products and services to its customers.

Basis of Presentation

In accordance with Securities and Exchange Commission (“SEC”) rules for interim periods, the accompanying unaudited condensed consolidated financial statements (the “interim financial statements”) do not include all of the information and notes for complete financial statements as required by accounting principles generally accepted in the United States of America (“U.S. GAAP”). As such, the accompanying interim financial statements should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2025, which provides a more complete description of the Company’s accounting policies, financial position, operating results, business, properties, and other matters. The year-end Condensed Consolidated Balance Sheet was derived from audited financial statements, but does not include all annual disclosures required by U.S. GAAP. Certain prior‑period amounts for the three and six months ended June 30, 2025 have been reclassified to conform to the presentation adopted for the three and six months ended June 30, 2026. These reclassifications had no impact on previously reported results of operations or financial position.

In the opinion of management, the interim financial statements reflect all normal recurring adjustments necessary for a fair statement of the Company's financial condition and operating results as of and for the periods presented. Revenue, expenses, assets and liabilities can vary during each quarter of the year. Therefore, the interim results and trends in the interim financial statements may not be representative of those for the full year or any future period.

Share Repurchase Program

On May 14, 2026, the Company's Board of Directors authorized a share repurchase program of up to $200 million of the Company's common stock through May 31, 2029. Additional information regarding the program is included in Part II, Item 2, "Unregistered Sales of Equity Securities and Use of Proceeds."

Business Segments

In the fourth quarter of 2025, we realigned our reportable segments to better reflect the integration of our new operating model. We now operate throughtwo reportable segments: Protein Solutions and Prepared Food and Beverage Solutions.

The Protein Solutions segment includes businesses that provide solutions for initial stage processing and harvesting of animal proteins, primarily focusing on poultry, pork, fish, and beef. Examples of core technologies include primary processing systems, cut-up, bone detection and removal, portioning, and robotic batching.

The Prepared Food and Beverage Solutions segment includes businesses that offer solutions predominantly for downstream value-added preparation, preservation, and packaging of foods and beverages into ready to eat or drink products. This segment also includes solutions that are often end-market agnostic, spanning protein, beverages, fruit & vegetables, pet food, ready meals, pharmaceuticals and neutraceuticals, and warehouse automation.

For further segment information, see below Note 14. Business Segment Information and Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Strategic Acquisition of Marel hf.

On January 2, 2025, we completed the acquisition of Marel hf. (“Marel”), subsequently renamed JBT Marel ehf. (such acquisition, the “Marel Transaction”). The purpose of the Marel Transaction was to create a leading and diversified global food and beverage technology solutions provider by bringing together two renowned companies with long histories, complementary product portfolios, highly respected brands, and cutting-edge technology to enable global customers to more efficiently access industry leading technology worldwide. For further information on the Marel Transaction, see below Note 2. Acquisitions.

In conjunction with the Marel Transaction, JBT changed its corporate name and stock ticker symbol to “JBT Marel Corporation” and “JBTM,” respectively, on January 2, 2025. Shares of JBTM remain listed on the New York Stock Exchange (NYSE) with a secondary listing on Nasdaq Iceland. Shares of JBTM commenced trading on both NYSE and Nasdaq Iceland on January 3, 2025.

Revision of Previously Issued Financial Statements

During 2025, the Company identified and corrected certain errors relating to the presentation of its Statements of Cash Flows specific to financing activities. The Company improperly reported revolving credit facility cash activity on a net basis, resulting in an understatement of gross repayments and borrowings for the revolving credit facility for the period ending June 30, 2025 as detailed below. Additionally, the Company improperly reported the current portion of the proceeds from Term Loan B as proceeds from the revolving credit facility, understating the proceeds from Term Loan B, net of debt issuance costs, for the period ending June 30, 2025, by the amounts noted below.

Use of Estimates

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

Recently Adopted Accounting Standards

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326) (“ASU 2025-05”), which provides a practical expedient to measure credit losses on current accounts receivable and current contract assets. The practical expedient allows companies to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset when measuring credit losses. The Company adopted ASU 2025-05 during the quarter ended March 31, 2026. The impact of the adoption was not material to the condensed consolidated financial statements.

Recently Issued Accounting Standards Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”), that requires disclosures of disaggregated information about certain income statement expense line items on an annual and interim basis. This standard will be effective for fiscal years beginning after December 15, 2026, with early adoption permitted, and will be applied prospectively, with the option to apply retrospectively. The Company is evaluating the impact of adopting this standard and currently expects ASU 2024-03 to impact its disclosures only.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) (“ASU 2025-06”). The amendment modernizes the recognition and disclosure framework for internal-use software costs, removing the previous “development stage” model and introduces a more judgment-based approach. ASU 2025-06 will be effective for the fiscal year beginning January 1, 2028, and for interim periods beginning in that fiscal year, with early adoption permitted as of the beginning of a fiscal year. The standard may be applied prospectively, retrospectively, or through a modified prospective transition method. The Company is in the process of evaluating the impact of adopting this standard.

NOTE 2. ACQUISITIONS

On January 2, 2025, the Company acquired 97.5% of the equity interests of Marel hf. (“Marel”), a public limited liability company incorporated under the laws of Iceland, for $4,182 million, which is net of cash acquired of $90 million (the “Marel Transaction”). On February 4, 2025, the Company acquired the remaining 2.5% of Marel’s equity interests that were not acquired through the Marel Transaction, for approximately $89 million. The total purchase consideration of the acquisition of the non-controlling interest of Marel was comprised of approximately $64 million in equity consideration and $24 million in cash consideration. This transaction was accounted for as an equity transaction and was reflected within financing activities within the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025.

Marel is a global provider of advanced processing equipment, systems, software and services, primarily for the poultry, meat, and fish industries, as well as a provider of processing solutions for pet food, plant-based proteins and aqua feed, with a presence in over 30 countries. The purpose of the acquisition of Marel was to create a leading and diversified global food and beverage technology solutions provider by bringing together two renowned companies with complementary product portfolios, highly respected brands, and cutting-edge technology to enable global customers to more efficiently access industry leading technology worldwide.

As part of the Marel Transaction, the Company settled Marel's outstanding debt of $868 million. In addition, the Company amended its existing credit facility in conjunction with the acquisition. The Second Amended and Restated Credit Agreement provides for a $1.8 billion revolving credit facility, which matures on January 2, 2030, and a $900 million Senior Secured Term Loan B, which matures on January 2, 2032. The proceeds from these facilities were used to fund the cash consideration for the acquisition and to settle the outstanding debt of Marel at the acquisition date.

The consideration transferred to Marel shareholders on the acquisition date consisted of the following:

This acquisition has been accounted for as a business combination. Tangible and identifiable intangible assets acquired and liabilities assumed were recorded at their respective estimated fair values. The excess consideration over the estimated fair value of the net assets received has been recorded as goodwill. The factors that contributed to the recognition of goodwill primarily relate to acquisition-driven anticipated cost savings and revenue enhancement synergies coupled with the assembled workforce acquired. Assembled workforce is not recognized separate and apart from goodwill as it is neither separable nor contractual in nature. Goodwill created as a result of the Marel acquisition is not deductible for tax purposes.

The acquisition of Marel provided revenue of $926 million and operating income of $5 million for the period from the acquisition date through June 30, 2025.

Acquisition-related transaction costs totaling $58 million were recorded as Selling, general and administrative expense in the Condensed Consolidated Statements of Income during the six months ended June 30, 2025.

The allocation of the purchase price presented below is based on the fair values of the assets acquired and liabilities assumed using valuation techniques including the income, market, and cost approaches. In the fourth quarter of 2025, the Company completed its valuation of the assets acquired and liabilities assumed and aligned certain accounting policies, including the accounting for research and development expenses. The purchase accounting for the Marel acquisition was final as of December 31, 2025.

The following table summarizes the fair values recorded for the assets acquired and liabilities assumed for Marel:

(1) In the measurement period, the Company recorded measurement period adjustments to the purchase price allocation as it obtained information and completed its valuation of certain assets and liabilities. The impact of these adjustments was reflected as a net increase in goodwill.

(2)The Company acquired 97.5% of the equity interests of Marel and recognized a non-controlling interest in Marel on the acquisition date. The non-controlling interest was recognized at fair value, which was estimated based upon the trading price of the Company’s common stock on the acquisition date and the types of consideration that non-controlling interest holders were eligible to receive. The Company subsequently acquired the remaining 2.5% of Marel’s equity interests, as described above.

The acquired intangible assets are amortized on a straight-line basis over their estimated useful lives. The intangible assets acquired have estimated useful lives of 16 years for customer relationships,21 years for acquired technology, and 26 years for trademarks.

NOTE 3. GOODWILL AND INTANGIBLE ASSETS

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

Intangible assets consisted of the following:

Intangible asset amortization expense was $39 million and $48 million for the three months ended June 30, 2026 and 2025, respectively, and $78 million and $87 million for the six months ended June 30, 2026 and 2025, respectively.

During the three months ended June 30, 2026, the Company recorded a $33 million impairment charge related to acquired intangible assets within the Protein Solutions segment, consisting of $27 million related to customer relationships and $6 million related to patents and acquired technology. The impairment charge was recorded within Selling, general and administrative expenses. The impairment resulted from updated business forecasts for the affected operation. The impairment fully impaired the related acquired intangible assets and is not expected to materially affect the Company's future operating results.

NOTE 4. INVENTORIES

Inventories consisted of the following:

NOTE 5. PENSION

Termination of U.S. qualified defined benefit pension plan

During 2024, the Company obtained approval from its Board of Directors to settle all outstanding obligations of the U.S. qualified defined benefit pension plan (the “Plan”), through a combination of voluntary lump sum payments and the purchase of an annuity contract. On February 4, 2025, the Company completed the termination of the Plan via the purchase of an annuity contract for $179 million, funded entirely by the Plan assets. No additional cash contribution was required to settle the Company's outstanding obligations and terminate the Plan. Upon the termination, the Company recognized a pre-tax settlement charge of $147 million in Pension expense, other than service cost to recognize the remaining pre-tax accumulated other comprehensive loss related to the Plan in the first quarter of 2025.

NOTE 6. DEBT

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

(1) Weighted-average interest rate at June 30, 2026 was 5.19%.

(2) Effective interest rate for the Term Loan B (as defined below) for the quarter ended June 30, 2026 was 5.40%.

(3) Effective interest rate for the 2030 Notes (as defined below) for the quarter ended June 30, 2026 was 0.93%.

(4) Foreign line of credit and other borrowing arrangements.

The Company had access to short-term financing of $41 million and $46 million as of June 30, 2026 and December 31, 2025, respectively.

Components of interest expense recognized for the Senior Secured Term Loan B (the “Term Loan B”) and the 0.375% Convertible Senior Notes due 2030 (the “2030 Notes”) were as follows:

Five-year Revolving Credit Facility

On January 2, 2025, the Company executed the Second Amended and Restated Credit Agreement (the “Second A&R Credit Agreement”), which provides for a $1.8 billion revolving credit facility that matures on January 2, 2030.

The revolving loans bear interest, at the Company’s option, at (1) the applicable borrowing rate (i.e. SOFR or EURIBOR) (subject to a floor rate ofzero), or (2) an alternate base rate (which is the greater of Wells Fargo’s Prime Rate, the Federal Funds Rate plus 0.5%, or SOFR (subject to a floor rate ofzero) plus 1.0%), plus, in each case, a margin dependent on the leverage ratio.

The Company's credit facility includes restrictive covenants that, if not met, could lead to renegotiation of its credit facility, a requirement to repay its borrowings, and/or a significant increase in its cost of financing. Restrictive covenants include a minimum interest coverage ratio, a maximum leverage ratio, as well as certain events of default. As of June 30, 2026, the Company was in compliance with its restrictive covenants.

Senior Secured Term Loan B

On January 2, 2025, the Company entered into a $900 million Senior Secured Term Loan B under the Second A&R Credit Agreement (the “Term Loan B”), which matures on January 2, 2032. The Company is required to make quarterly principal repayments equal to 0.25% of the initial Term Loan B.

Borrowings under the Term Loan B bear interest at the greater of (1) SOFR (subject to a floor rate ofzero) or (2) a floor of 0%, plus an applicable margin of 1.75%.

The Notes

On September 9, 2025, the Company closed a private offering of $575 million aggregate principal amount of the 2030 Notes to qualified institutional buyers. Interest on the 2030 Notes is payable semi-annually in arrears on March 15 and September 15 of each year at a rate of 0.375% per year. The 2030 Notes will mature on September 15, 2030, unless earlier converted, redeemed or repurchased. The initial conversion rate of the 2030 Notes is 5.3258 shares of the Company’s common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $187.77 per share. This conversion rate is subject to adjustment upon the occurrence of certain specified events.

In the second quarter of 2026, the Company’s 0.25% Convertible Senior Notes due 2026 (the “2026 Notes”), which were issued in the second quarter of 2021, matured. The Company satisfied the outstanding principal amount of $403 million through cash repayment at maturity in the second quarter of 2026.

Hedge Transactions

In connection with the issuance of the 2030 Notes, the Company entered into certain hedge transactions (the “Hedge Transactions”). The Hedge Transactions are expected generally to reduce the potential dilutive effect of the conversion of the 2030 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the converted 2030 Notes, subject to customary adjustments.

The Company paid an aggregate amount of approximately $106 million for the related Hedge Transactions for the 2030 Notes. The Hedge Transactions cover, subject to anti-dilution adjustments, approximately 3.1 million shares of the Company’s common stock with respect to the 2030 Notes. This is the same number of shares initially underlying the 2030 Notes at the strike price of $187.77, subject to customary adjustments. The Hedge Transactions will expire upon the maturity of the 2030 Notes unless earlier exercised or terminated.

The Hedge Transactions meet the criteria in ASC 815-40 to be classified within Stockholders’ Equity, and therefore are not revalued after issuance.

The Company has made tax elections to integrate the 2030 Notes and the related Hedge Transactions, which results in the Hedge Transactions being deductible as original issue discount interest for tax purposes over the term of the 2030 Notes, with the associated deferred tax assets recorded as adjustments to Additional paid-in capital.

Warrant Transactions

In connection with the Hedge Transactions, the Company also entered into certain warrant transactions (the “Warrant Transactions”). The Warrant Transactions relate to warrants to acquire, subject to anti-dilution adjustments, approximately 3.1 million shares of the Company’s common stock with respect to the 2030 Notes, at initial strike prices of approximately $283.42 per share. The Company received aggregate proceeds of $51 million from the related Warrant Transactions for the 2030 Notes, with such proceeds partially offsetting the costs of entering into the related Hedge Transactions. The 2030 warrants expire in September 2030. The Company has outstanding warrants related to its 2026 Notes, which were repaid in full during the second quarter of 2026. The warrants expire in August 2026 and are not expected to have a material impact on the Company's financial position, results of operations, or cash flows.

If the market value per share of the common stock exceeds the strike price of the warrants, the warrants will have a dilutive effect on our earnings per share, unless the Company elects, subject to certain conditions, to settle the warrants in cash. The warrants meet the criteria in ASC 815-40 to be classified within Stockholders’ Equity, and therefore the warrants are not revalued after issuance.

NOTE 7. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Accumulated other comprehensive income or loss (“AOCI”) represents the cumulative balance of other comprehensive income, net of tax, as of the balance sheet date. For the Company, AOCI is composed of adjustments related to pension and other postretirement benefit plans, derivatives designated as hedges, and foreign currency translation adjustments. Changes in the AOCI balances for the three and six months ended June 30, 2026 and 2025 by component are shown in the following tables:

(1) All amounts are net of income taxes.

Reclassification adjustments from AOCI into earnings for pension and other postretirement benefit plans for the three and six months ended June 30, 2026 were immaterial. Reclassification adjustments for derivatives designated as hedges were $2 million and $4 million of benefit for the three- and six-month periods, respectively. Reclassification adjustments for foreign currency translation related to net investment hedges were $4 million of benefit for both the three and six months ended June 30, 2026. All amounts are presented net of tax.

(1) All amounts are net of income taxes.

Reclassification adjustments from AOCI into earnings for pension and other postretirement benefit plans for the six months ended June 30, 2025 were $147 million of charges to pension expense, other than service cost, net of $37 million in benefit for income taxes. Reclassification adjustments for derivatives designated as hedges for the same period were $5 million of benefit, including $2 million recognized in interest expense and $3 million recognized in other income, net of related income tax effects. There were no reclassification adjustments related to foreign currency translation for the six months ended June 30, 2025.

NOTE 8. REVENUE RECOGNITION

Transaction price allocated to remaining performance obligations

The Company has estimated that $1.5 billion in revenue is expected to be recognized in future periods related to remaining performance obligations from the Company's contracts with customers outstanding as of June 30, 2026. The Company expects to complete these obligations and recognize revenue in the range of 60% to 70% during 2026,30% to 40% during 2027, and the remainder after 2027.

Disaggregation of Revenue

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

(1) Recurring revenue includes revenue from aftermarket parts and services, re-build services on customer owned equipment, operating leases of equipment, and subscription-based software applications. Non-recurring revenue includes new equipment and installation and the sale of software licenses.

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

(3) Segment revenues for the three and six months ended June 30, 2025 were recast to reflect the Company’s realignment of its reportable segments, effective in the fourth quarter of 2025.

Contract balances

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

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

The revenue recognized during the six months ended June 30, 2026 and 2025 that was included in contract liabilities at the beginning of the period amounted to $245 million and $145 million, respectively. The Company assumed contract liabilities from acquisitions in the amount of $263 million in 2025. The remainder of the change from December 31, 2025 and December 31, 2024 is driven by the timing of advance and milestone payments received from customers, customer returns and fulfillment of performance obligations. There were no significant changes in the contract balances other than those described above.

NOTE 9. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share from net income (loss) for the respective periods and basic and diluted shares outstanding:

(1) As a result of the net loss recognized for the six months ended June 30, 2025, the effect of unvested equity awards was antidilutive and has been excluded from the diluted earnings per share calculation.

NOTE 10. FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

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

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

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

Investments represent securities held in a trust for the non-qualified deferred compensation plan and the executive severance plan. Investments are classified as trading securities and are valued based on quoted prices in active markets for identical assets that the Company has the ability to access. As of June 30, 2026 and December 31, 2025, $1 million and $2 million, respectively, of investments are recorded in Other current assets in the Condensed Consolidated Balance Sheets related to investments that are expected to be redeemed within the next twelve months. The remaining investments are reported separately in Restricted cash and Other assets in the Condensed Consolidated Balance Sheets.

The Company uses the income approach to measure the fair value of derivative instruments on a recurring basis. This approach calculates the present value of the future cash flow by measuring the change between the derivative contract rate and the published market indicative currency rate, multiplied by the contract notional values, and applying an appropriate discount rate as well as a factor of credit risk.

The Notes are not registered securities nor listed on any securities exchange but may be traded by qualified institutional buyers. As of June 30, 2026, the fair value of the 2030 Notes estimated using Level 2 inputs was $583 million.

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

The carrying values of the Company's revolving credit facility and Term Loan B recorded in Long-term debt on the Condensed Consolidated Balance Sheets approximate their fair values due to the borrowings variable interest rates.

NOTE 11. DERIVATIVE FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Derivative financial instruments

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

Foreign Exchange: The Company manufactures and sells products in a number of countries throughout the world and, as a result, the Company is exposed to movements in foreign currency exchange rates. The Company's major foreign currency exposures involve the markets in Western Europe, South America and Asia. Some sales and purchase contracts contain embedded derivatives due to the nature of doing business in certain jurisdictions, which the Company takes into consideration as part of its risk management policy. The purpose of foreign currency hedging activities is to manage the economic impact of exchange rate volatility associated with anticipated foreign currency purchases and sales made in the normal course of business. The Company primarily utilizes forward foreign exchange contracts with maturities of less thanone year in managing this foreign exchange rate risk. The Company has not designated these forward foreign exchange contracts, which had a notional value at June 30, 2026 of $447 million, as hedges and therefore does not apply hedge accounting.

The fair values of our foreign currency derivative assets are recorded within Other current assets and Other assets, and the fair values of foreign currency derivative liabilities are recorded within Other current liabilities and Other liabilities. The following table presents the fair value of foreign currency derivatives and embedded derivatives included within the Condensed Consolidated Balance Sheets:

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

As of June 30, 2026 and December 31, 2025, information related to these offsetting arrangements was as follows:

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

The following table presents the location and amount of the gain (loss) on derivatives that have been designated as hedging instruments in the Condensed Consolidated Statements of Income:

Net Investment: The Company uses cross currency swaps to hedge portions of its net investments denominated in Euro against the effect of adverse foreign exchange rate fluctuations on the translation of foreign currency balances to the U.S. dollar. The gains or losses on these derivative instruments are included in the foreign currency translation component of other comprehensive income until the net investment is sold, diluted, or liquidated. The Company elected to use the spot method to assess the effectiveness for these derivatives that are designated as net investment hedges for accounting purposes. Coupons received for the cross currency swaps are excluded from the net investment hedge effectiveness assessment and are recorded in Interest expense in the Condensed Consolidated Statements of Income. Cash flows related to coupons received on the swaps are included in operating activities in the Condensed Consolidated Statements of Cash Flows and the final exchange on the swaps will be reported in financing activities.

In the second and third quarters of 2025, the Company entered into a series of cross currency swap agreements that synthetically swap U.S. dollar denominated fixed rate debt to Euro denominated fixed rate debt with a combined notional amount of $2 billion. These cross currency swaps were designated as net investment hedges. Swaps with a combined notional amount of $986 million mature in June 2029, $578 million mature in June 2030, and $581 million mature in June 2031, respectively.

At June 30, 2026, the fair value of these derivatives designated as net investment hedges were recorded in the Condensed Consolidated Balance Sheets as Other liabilities of $7 million and as Accumulated other comprehensive loss, net of tax, of $5 million. At December 31, 2025, the fair value of these derivatives designated as net investment hedges were recorded in the Condensed Consolidated Balance Sheets as Other liabilities of $23 million and as Accumulated other comprehensive income, net of tax, of $17 million.

Fair Value: On January 3, 2025, the Company entered into five cross-currency swaps expiring in January 2032 related to the portion of the U.S. dollar denominated Term Loan B drawn down by JBT Marel's European entity. These cross currency swap agreements have a combined notional amount of $691 million and synthetically swap interest rates from SOFR to EURIBOR and hedge the impact of variability in exchange rates on the U.S. dollar denominated debt and related interest payments, excluding the credit spread, by our euro-functional entity.

The Company has designated these swaps as fair value hedges and changes in the fair value of these swaps are recognized in earnings in the period realized. The gains and losses related to the change in the fair value of the hedged components of the swaps are included in other income and substantially offset the change in the fair value of the hedged portion of the underlying debt that is attributable to the change in euro to U.S. dollar exchange rates. Changes in fair value of the swaps related to excluded components of the derivative instruments are recognized in Accumulated other comprehensive income and recognized into earnings systematically over the life of the hedged instrument.

At June 30, 2026, the fair value of these derivatives designated as fair value hedges was recorded in the Condensed Consolidated Balance Sheets as Other liabilities of $93 million and as Accumulated other comprehensive income, net of tax, of $19 million. At December 31, 2025, the fair value of these derivatives designated as fair value hedges was recorded in the Condensed Consolidated Balance Sheets as Other liabilities of $117 million and as Accumulated other comprehensive income, net of tax, of $20 million.

Interest Rates: In March 2020, the Company executed four interest rate swaps with a combined notional amount of $200 million and in May 2020 the Company executed one interest rate swap with a notional amount of $50 million. These interest rate swaps fixed the interest rate applicable to certain of the Company's variable-rate debt and swapped one-month SOFR rates for fixed rates. The Company designated these swaps as cash flow hedges and all changes in fair value of the swaps were recognized in Accumulated other comprehensive income. The interest rate swaps expired during the second quarter of 2025.

Refer to Note 10. Fair Value Of Financial Instruments for a description of how the values of the above financial instruments are determined.

Credit Risk

By their nature, financial instruments involve risk including credit risk for non-performance by counterparties. Financial instruments that potentially subject the Company to credit risk primarily consist of trade receivables and derivative contracts. The Company manages the credit risk on financial instruments by transacting only with financially secure counterparties, requiring credit approvals and establishing credit limits, and monitoring counterparties’ financial condition. The Company's maximum exposure to credit loss in the event of non-performance by the counterparty, for all receivables and derivative contracts as of June 30, 2026, is limited to the amount drawn and outstanding on the financial instrument. Refer to Note 1. Description of Business and Basis of Presentation in Item 8. Financial Statements and Supplementary Data of the Company's most recent Annual Report on Form 10-K, for a description of how allowance for credit loss is determined on financial assets measured at amortized cost, which includes Trade receivables, Contract assets, and non-current receivables.

NOTE 12. LEASES

The following table provides the required information regarding operating leases for which the Company is lessor.

The Company’s sales‑type lease activity was not material for the three and six months ended June 30, 2026 and 2025.

NOTE 13. COMMITMENTS AND CONTINGENCIES

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

Liabilities are established for pending legal claims only when losses associated with the claims are judged to be probable, and the loss can be reasonably estimated. In many lawsuits and arbitrations, it is considered not probable that a liability has been incurred or not possible to estimate the ultimate or minimum amount of that liability until the case is close to resolution, in which case no liability would be recognized until that time.

Guarantees and Product Warranties

In the ordinary course of business with customers, vendors and others, the Company issues standby letters of credit, performance bonds, surety bonds and other guarantees. These financial instruments, which totaled $93 million at June 30, 2026, represent guarantees of future performance. The Company has also provided approximately $10 million of bank guarantees and letters of credit to secure a portion of its existing financial obligations. The majority of these financial instruments expire withinone year and are expected to be replaced through the issuance of new or the extension of existing letters of credit and surety bonds.

In some instances, the Company guarantees its customers’ financing arrangements. The Company is responsible for payment of any unpaid amounts, but will receive indemnification from third parties forninety percent of the contract values. In addition, the Company generally retains recourse to the equipment sold. As of June 30, 2026, the gross value of these arrangements was not material.

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

NOTE 14. BUSINESS SEGMENT INFORMATION

In the fourth quarter of 2025, the Company realigned its reportable segments to better reflect the continued integration of its operating model. Giving effect to the realignment, the Company operates throughtwo reportable segments: Protein Solutions and Prepared Food and Beverage Solutions. The Company defines its segments based on which internally reported financial information is regularly reviewed by the Chief Operating Decision Maker (CODM) to analyze financial performance, make decisions, and allocate resources.

•The Protein Solutions segment includes businesses that provide solutions for initial stage processing and harvesting of animal proteins, primarily focusing on poultry, pork, fish, and beef.

•The Prepared Food and Beverage Solutions segment includes businesses that offer solutions predominantly for downstream value-added preparation, preservation, and packaging of foods and beverages into ready to eat or drink products. This segment also includes solutions that are often end-market agnostic, spanning protein, beverages, fruit & vegetables, pet food, ready meals, pharmaceuticals and neutraceuticals, and warehouse automation.

The Company's Chief Executive Officer is the CODM, who assesses the segments’ performance using each segment’s Adjusted EBITDA. The CODM is not regularly provided with and does not evaluate the segments using segment total assets and therefore, each segment’s total assets are not disclosed.

Segment profitability measures and significant expenses

The following table presents financial information for the Company’s reportable segments and significant expenses regularly provided to the CODM:

(1) Other segment items for each reportable segment include operating expenses, which primarily consist of selling, general and administrative expenses and corporate and shared service expenses allocated to each segment based upon benefits received. Other segment items exclude the impact of restructuring, M&A and other one-time related costs as they do not reflect the ongoing operations of the underlying business.

(2) Corporate expense is primarily comprised of unallocated selling, general and administrative expenses and activity that does not meet the criteria of a reportable segment. Corporate expense excludes the impact of depreciation and amortization, restructuring, M&A and other one-time related and non-operating costs shown separately in the table above.

NOTE 15. RESTRUCTURING

Restructuring charges primarily consist of employee separation benefits under existing severance programs, foreign statutory termination benefits, certain one-time termination benefits, contract termination costs and other costs that are associated with restructuring actions. Certain restructuring charges are accrued prior to payments made in accordance with applicable guidance. For such charges, the amounts are determined based on estimates prepared at the time the restructuring actions were approved by management. Inventory write offs due to restructuring are reported in Cost of sales and all other restructuring charges are reported in Selling, general and administrative expense within the Condensed Consolidated Statements of Income.

In the first quarter of 2025, the Company implemented a restructuring plan (the “JBT Marel 2025 Integration restructuring plan”) aiming to achieve a portion of its synergy targets 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 include streamlining operations and adjusting our general and administrative infrastructure to meet the strategic needs of the Company. The total estimated cost in connection with this plan is in the range of $55 million to $60 million. The Company expects to recognize the remaining costs by the end of 2026.

The following table summarizes the cumulative restructuring charges recognized in operating income under the Company's restructuring plans, including the JBT Marel 2025 Integration restructuring plan, from the date the plan was initiated through June 30, 2026.:

Restructuring charges, net were $12 million and $6 million for the three months ended June 30, 2026 and 2025, respectively, primarily related to severance and related costs in both periods.

The following table details the restructuring liability balance for the JBT Marel 2025 Integration restructuring plan, recorded in Other current liabilities on the Condensed Consolidated Balance Sheets, for the six months ended June 30, 2026:

(1) Includes reductions of severance liabilities resulting from revisions to estimated severance payments and employee attrition.