JBT MAREL Corp
For the period ended Jun 30, 2026. Filed Aug 5, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 5, 2026
JBTM$128.35+1.2%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-06.
0001628280-26-030756
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-05.
0001628280-26-053548
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 129 previous paragraphs and 159 current paragraphs.
92 unchanged; 26 reworded; 35 added; 11 removed; 0 previous and 6 current paragraphs rearranged.
Tables are not compared: 7 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (35)
Current report
We achieved another strong quarter of inbound orders, demonstrating the value of our comprehensive solutions and cross-selling capabilities. Demand remained strong in the poultry end market, with meaningful investment in further processing technology. Additionally, we saw healthy demand in meat and beverage end markets with improved investment in warehouse automation after a few soft quarters. We delivered year-over-year growth in revenue and margins driven primarily by higher non-recurring revenue within the poultry end market and net tariff recoveries.
Current report
Gross profit margin increased 80 bps to 36.6% compared to 35.8% in 2025. The increase primarily reflected a favorable net tariff impact, including tariff recoveries recognized during the second quarter of 2026, higher sales volumes and improved leverage of fixed costs, partially offset by higher inflationary costs. Net tariff impact contributed 62 bps to the year-over-year increase in gross profit margin.
Current report
Selling, general and administrative expense increased $26 million and as a percentage of revenue increased 120 bps to 31.9% compared to 30.7% for the same period in the prior year. The increase was primarily driven by a one-time $33 million intangible asset impairment charge recorded during the second quarter of 2026, partially offset by lower acquisition-related depreciation and amortization expense compared to the prior-year period.
Current report
The effective tax rate on net income (loss) for the three months ended June 30, 2026 was 18.6%, compared to 68.1% for the same period in 2025. The 2026 tax rate reflected a favorable discrete tax benefit of $3 million resulting from the completion of the annual calculation of U.S. tax inclusions associated with prior-year foreign earnings. The 2025 tax rate was elevated due to lower pre-tax income and the impact of discrete tax expense totaling $3 million, primarily related to a non-deductible loss on investment and changes in the forecasted full-year effective tax rate.
Current report
Net income for the three months ended June 30, 2026 was $28 million compared to $3 million for the same period in 2025, an increase of $25 million. The increase was primarily driven by higher revenue, lower acquisition-related depreciation and amortization expense, lower interest expense, and a favorable net tariff impact, partially offset by a $33 million intangible asset impairment charge recorded during the second quarter of 2026 and higher inflationary costs. Net income margin increased to 2.9% compared to 0.4% for the same period in 2025.
Current report
Adjusted EBITDA was $168 million for the three months ended June 30, 2026 compared to $156 million for the same period in 2025, an increase of $12 million. Adjusted EBITDA margin increased 40 bps to 17.1% compared to 16.7% in the prior-year period. The increase was primarily driven by a favorable net tariff impact, including tariff recoveries recognized during the second quarter of 2026, as well as higher sales volume and improved fixed-cost leverage. These benefits were partially offset by higher inflationary costs.
Current report
CONSOLIDATED RESULTS OF OPERATIONS
Current report
SIX MONTHS ENDED JUNE 30, 2026 AND 2025
Current report
Revenue
Current report
Total revenue for the six months ended June 30, 2026 increased $128 million or 7.2%, compared to the same period in 2025. Organic revenue contributed $57 million, while favorable foreign currency translation contributed $71 million. The increase in organic revenue was primarily driven by higher volume in both recurring and non-recurring revenue.
Current report
Gross profit margin increased 90 bps to 35.9% compared to 35.0% in 2025. The increase primarily reflected higher sales volume and improved fixed-cost leverage. These favorable factors were partially offset by higher inflationary costs and net tariff-related impact, which represented a 42 bps year-over-year headwind to gross profit margin, inclusive of tariff recoveries recognized during the second quarter of 2026.
Current report
Selling, general and administrative expense
Current report
Interest expense, net
Current report
Income tax provision (benefit)
Current report
Adjusted EBITDA was $310 million for the six months ended June 30, 2026, compared to $268 million for the same period in 2025, representing an increase of $42 million. Adjusted EBITDA margin increased 120 bps to 16.2% compared to 15.0% for the same period in 2025. The increases in Adjusted EBITDA and Adjusted EBITDA margin were primarily driven by higher sales volume and improved leverage of fixed costs compared to the prior-year period, partially offset by higher inflationary costs and net tariff costs, inclusive of tariff recoveries recognized during the second quarter of 2026, which remained a headwind during the period.
Current report
Protein Solutions segment Adjusted EBITDA was $112 million or 24.0% of segment revenue, for the three months ended June 30, 2026, compared to $86 million, or 20.5% of segment revenue, for the same period in 2025. The increase of $26 million, or 30.2%, was primarily driven by higher gross margin resulting from increased volume, synergy realization and a favorable net tariff impact, partially offset by higher inflationary costs. Adjusted EBITDA margin increased 350 bps from the prior-year period.
Current report
Prepared Food and Beverage Solutions segment Adjusted EBITDA was $90 million, or 17.5%, of segment revenue, for the three months ended June 30, 2026, compared to $94 million, or 18.2% of segment revenue, for the same period in 2025. The decrease of $4 million, or 4.3%, was primarily driven by productivity inefficiencies associated with efforts to optimize the segment’s manufacturing footprint and supply chain operations, as well as higher inflationary costs. These factors were partially offset by a favorable net tariff impact. Adjusted EBITDA margin decreased 70 bps from the prior-year period.
Current report
OPERATING RESULTS OF BUSINESS SEGMENTS
Current report
SIX MONTHS ENDED JUNE 30, 2026 AND 2025
Current report
Protein Solutions
Current report
Protein Solutions segment revenue increased by $128 million, or 16.0%, during the six months ended June 30, 2026, compared to the same period in 2025, including a $42 million benefit from favorable currency translation. Organic revenue growth was primarily driven by higher recurring revenue and a recovery in non-recurring project activity within poultry end markets compared to the prior-year period.
Current report
Protein Solutions segment Adjusted EBITDA was $212 million or 22.9% of segment revenue, for the six months ended June 30, 2026, compared to $149 million, or 18.6% of segment revenue, for the same period in 2025. The increase of $63 million, or 42.3%, was primarily driven by higher gross margins resulting from increased volume and synergy realization. Adjusted EBITDA margin increased 430 bps compared to the prior-year period.
Current report
Prepared Food and Beverage Solutions
Current report
Prepared Food and Beverage Solutions segment revenue was flat for the six months ended June 30, 2026 compared to the same period in 2025, including a $29 million benefit from favorable foreign currency translation. Organic revenue declined during the period, primarily driven by lower equipment volumes across certain end markets within the segment.
Current report
Prepared Food and Beverage Solutions segment Adjusted EBITDA was $160 million, or 16.2% of segment revenue, for the six months ended June 30, 2026, compared to $172 million, or 17.4% of segment revenue, for the same period in 2025. The decrease of $12 million, or 7.0%, was primarily driven by lower backlog-to-revenue conversion and reduced operational efficiencies within the segment's manufacturing and supply chain operations during the period. Adjusted EBITDA margin decreased 120 bps compared to the prior-year period.
Current report
•Adjusted income and adjusted diluted earnings per share: We adjust earnings for restructuring costs, M&A related costs, including acquisition and integration-related expenses, one-time impairment charges, inventory step-up amortization from business combinations; acquisition-related amortization and depreciation, acquisition financing costs, non-cash service pension costs and the related tax effects of these adjustments.
Current report
(2) Costs associated with restructuring actions, primarily consisting of severance and related employee costs.
Current report
(3) Advisory, strategy, integration, and other costs associated with completed M&A transactions. These costs are attributable to the integration of acquired businesses and are not considered indicative of ongoing operating performance.
Current report
(4) Non-cash impairment charge related to acquired intangible assets recorded in the second quarter of 2026.
Current report
(1) Costs associated with restructuring actions, primarily consisting of severance and related employee costs.
Current report
(2) Advisory, strategy, integration, and other costs associated with completed M&A transactions. These costs are attributable to the integration of acquired businesses and are not considered indicative of ongoing operating performance.
Current report
(3) Non-cash impairment charge related to acquired intangible assets recorded in the second quarter of 2026.
Current report
(4) Amortization and depreciation resulting from the fair value adjustments recorded in connection with acquisitions.
Current report
Cash provided by operating activities during the six months ended June 30, 2026 was $221 million, representing a $84 million increase compared to the same period in 2025. The increase was primarily driven by improved operating performance and higher customer advance resulting from increased demand. These favorable impacts were partially offset by increased trade receivables and contract assets resulting from the timing of customer billings and collections.
Current report
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.
Removed paragraphs (11)
Previous report
For the first quarter 2026, we delivered year-over-year growth in revenue, margins, and earnings per share. Our bottom-line performance was driven primarily by lower non-recurring and transaction related costs as well as margin enhancement efforts and lower interest expense. Orders remained strong, reflecting continued commercial momentum from global poultry customers and healthy demand from meat and fruit and vegetable end markets.
Previous report
Gross profit margin increased 90 bps to 35.1% compared to 34.2% in 2025. The increase was primarily attributable to an increase in revenue and benefits from synergies, partially offset by higher tariff costs compared to the prior year.
Previous report
The effective tax rate on net income for the three months ended March 31, 2026 was 25.5%. The tax rate for the three months ended March 31, 2026 was unfavorably impacted by discrete items totaling $1 million. The discrete items are primarily driven by an expense from a change in management’s indefinite reinvestment assertion related to foreign earnings and a benefit related to stock compensation.
Previous report
Adjusted EBITDA was $142 million for the three months ended March 31, 2026 compared to $112 million during the same period in 2025, representing an increase of $30 million. The increase in Adjusted EBITDA was driven by increased volume and gross profit from synergies.
Previous report
Net income (loss) margin increased to 4.8% compared to (20.3)% for the same period in 2025. This increase was primarily the result of lower non-recurring costs and lower interest expense compared to the same period in 2025. Adjusted EBITDA margin increased 210 bps to 15.2% compared to 13.1% for the same period in 2025. This increase was driven by a higher gross profit margin and lower selling, general and administrative expense due to volume leverage on fixed costs compared to the prior year.
Previous report
Protein Solutions segment Adjusted EBITDA was $100 million or 21.7% of segment revenue, for the three months ended March 31, 2026, compared to $63 million or 16.5% for the same period in 2025. The increase of $37 million or 58.7% was primarily driven by higher gross margin and benefits from synergies, partially offset by higher tariff costs compared to the prior-year period.
Previous report
Prepared Food and Beverage Solutions segment Adjusted EBITDA was $70 million, or 14.7% of segment revenue, for the three months ended March 31, 2026, compared to $78 million, or 16.4% for the same period in 2025. The decrease of $8 million or 10.3%, was primarily driven by lower overall performance, higher tariff costs and lower volume across certain segment end markets during the period.
Previous report
•Adjusted income and Adjusted diluted earnings per share: We adjust earnings for restructuring related costs, M&A related costs, which 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, acquisition related amortization and depreciation, amortization of debt issuance costs related to financing for M&A transactions, non-cash pension plan related settlement costs and the related tax impact.
Previous report
(3) Restructuring and related costs, net incurred as a direct result of the restructuring program primarily consists of severance and related costs and are excluded as they are not part of the ongoing operations of our underlying business.
Previous report
(4) M&A related costs for the three months ended March 31, 2026, include advisory, strategy and integration related costs for completed M&A transactions. 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 report
Cash provided by operating activities during the three months ended March 31, 2026 was $119 million, representing a $85 million increase compared to the same period in 2025. The increase was driven by higher net income, increased customer advance collections, and lower accounts payable payments, partially offset by higher inventory purchases and receivable growth.
Reworded paragraphs (26)
Previous wording
For the full year 2026, we continue to expect year-over-year growth in revenue, margins, and earnings per share. At the same time, we are closely monitoring how rising inflation may impact the price-cost dynamics for both JBT Marel and our customers.
Current wording
For the full year 2026, we continue to expect year-over-year growth in revenue, margins, and earnings per share, which are supported by our record backlog and operational improvement initiatives. At the same time, we are closely monitoring how rising inflation may impact the price-cost dynamics for both JBT Marel and our customers.
Previous wording
Total revenue for the three months ended March 31, 2026 increased $82 million or 9.6% compared to the same period in 2025. Organic revenue contributed $30 million and foreign currency translation was favorable by $52 million compared to the prior year. The increase in organic revenue was primarily the result of increases in volume for recurring and non-recurring revenue.
Current wording
Total revenue for the three months ended June 30, 2026 increased $46 million, or 4.9%, compared to the same period in 2025. Organic revenue growth contributed $27 million, while favorable foreign currency translation contributed $19 million. The increase in organic revenue was primarily driven by higher volume in both recurring and non-recurring revenue.
Previous wording
Selling, general and administrative expense decreased $64 million compared to the same period in the prior year. Selling, general and administrative expense as a percentage of revenue decreased 1,020 bps to 27.9% compared to 38.1% in the same period last year. This decrease is primarily driven by benefits from our JBT Marel 2025 Integration restructuring plan and lower M&A costs compared to the prior year.
Current wording
Selling, general and administrative expense decreased $38 million compared to the same period in the prior year. Selling, general and administrative expense as a percentage of revenue decreased 430 bps to 29.9% compared to 34.2% in the same period last year. The decrease was primarily driven by lower acquisition-related depreciation and amortization expense and lower transaction and integration costs compared to the prior-year period.
Previous wording
Pension expense, other than service cost decreased $147 million compared to the same period in the prior year. This decrease was primarily due to the settlement charge of $147 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 decreased $147 million compared to the same period in the prior year. This decrease was attributable to a one-time $147 million settlement charge recognized in the first quarter of 2025 upon the termination of the U.S. qualified defined benefit pension plan.
Previous wording
Interest expense, net decreased $31 million compared to the prior‑year period, primarily due to the release of capitalized debt issuance costs associated with the termination of the Company’s bridge credit agreement in the first quarter of 2025 and the benefit from the Company’s net investment hedges executed in the second and third quarters of 2025.
Current wording
Interest expense, net decreased $47 million compared with the prior-year period, primarily due to the release of capitalized debt issuance costs associated with the termination of the Company’s bridge credit agreement in the first quarter of 2025, as well as benefits from the Company's net investment hedges executed during the second and third quarters of 2025.
Previous wording
The effective tax rate on the Company’s net loss for the three months ended March 31, 2025 was 21.1%. The tax benefit for the period was reduced by discrete items totaling $2 million, primarily driven by non-deductible acquisition costs.
Current wording
The effective tax rate on net income for the six months ended June 30, 2026 was 23.0%, compared with 18.4% on a pretax loss for the same period in 2025. In 2026, the tax rate was favorably impacted by discrete tax benefits of $2 million, primarily related to stock-based compensation and the completion of the annual calculations of U.S. tax inclusions associated with prior-year foreign earnings. These benefits were partially offset by tax expense resulting from a change in the Company’s indefinite reinvestment assertion related to foreign earnings. In 2025, the tax benefit on the pretax loss was reduced by discrete tax expense totaling $5 million, primarily driven by non-deductible acquisition costs and a non-deductible loss on investment.
Previous wording
Net income for the three months ended March 31, 2026 was $45 million compared to a net loss of $173 million for the same period in 2025, representing an increase of $218 million. This increase was primarily the result of lower non-recurring costs and lower interest expense compared to the prior year.
Current wording
Net income for the six months ended June 30, 2026 was $73 million compared to a net loss of $170 million for the same period in 2025, representing an increase of $243 million. The improvement was primarily driven by lower transaction, integration, and pension-related costs compared to the prior-year period, as well as higher sales volume and improved leverage of fixed costs. As a result, net income (loss) margin increased to 3.8%, compared to (9.5)% for the same period in 2025.
Previous wording
Protein Solutions segment revenue increased by $82 million or 21.7% during the three months ended March 31, 2026 compared to the same period in 2025, of which favorable currency translation accounted for $31 million. Organic revenue growth was driven by higher recurring revenue and a recovery in nonrecurring project activity related to poultry customer end markets compared to the prior‑year period.
Current wording
Protein Solutions segment revenue increased by $46 million or 10.9% during the three months ended June 30, 2026, compared to the same period in 2025, of which favorable currency translation contributed $11 million. Organic revenue growth was primarily driven by higher recurring revenue and a recovery in non-recurring project activity within poultry end markets compared to the prior‑year period.
Previous wording
Prepared Food and Beverage Solutions segment revenue was flat for the three months ended March 31, 2026 compared to the same period in 2025, including a $21 million benefit from favorable foreign currency translation. The decline in organic revenue was primarily driven by lower volume across certain segment end markets during the period.
Current wording
Prepared Food and Beverage Solutions segment revenue was flat for the three months ended June 30, 2026, compared to the same period in 2025, including an $8 million benefit from favorable foreign currency translation. Organic revenue declined during the period, primarily driven by lower equipment volumes across certain end markets within the segment.
Previous 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 related costs, 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.
Current wording
•Adjusted EBITDA and Adjusted EBITDA margin: We define Adjusted EBITDA as earnings before income taxes, interest expense (income), net, other financing income, pension expense other than service cost, restructuring costs, M&A related costs, including acquisition and integration-related expenses, one-time impairment charges, and depreciation and amortization, including acquisition-related depreciation and amortization. We define Adjusted EBITDA margin as Adjusted EBITDA divided by revenue.
Previous wording
(1) Other financing income represents transaction gains from fair value hedges on our foreign currency denominated debt, and are considered non-operating as they relate to our cost of borrowing on this debt.
Current wording
(1) Other financing income represents transaction gains from fair value hedges on our foreign currency denominated debt, and are considered non-operating as they relate to our cost of borrowing debt.
Previous wording
(2) Pension expense, other than service cost, is excluded as it represents all non service-related pension expense, which consists of non-cash interest cost, expected return on plan assets, amortization of actuarial gains and losses, and settlement charges.
Current wording
(5) Non service-related pension expense, which consists of non-cash interest cost, expected return on plan assets, amortization of actuarial gains and losses, and settlement charges.
Previous wording
(5) Depreciation and amortization, including the acquisition related amortization and depreciation expense, is excluded to determine Adjusted EBITDA.
Current wording
(6) Depreciation and amortization, including acquisition related amortization and depreciation expense, is excluded to determine Adjusted EBITDA.
Previous wording
(1) Impact on tax provision was calculated using the enacted rate for the relevant jurisdiction for the quarters ended March 31, 2026 and 2025, respectively.
Current wording
(5) Impact on tax provision was calculated using the enacted rate for the relevant jurisdiction for each period shown.
Previous wording
In the first quarter of 2025, the Company implemented a restructuring plan (the “JBT Marel 2025 Integration Restructuring Plan”) 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 includes 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 recognized cumulative restructuring charges of $29 million through March 31, 2026 and expects to recognize the remaining costs by the end of 2026.
Current wording
In the first quarter of 2025, the Company implemented a restructuring plan (the “JBT Marel 2025 Integration Restructuring Plan”) 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 recognized cumulative restructuring charges of $41 million through June 30, 2026 and expects to recognize the remaining costs by the end of 2026.
Previous wording
For the three months ended March 31, 2026, we had total operating cash flows of $119 million. Our liquidity as of March 31, 2026, or cash plus borrowing ability under our existing revolving credit facility, was $2.1 billion.
Current wording
For the six months ended June 30, 2026, we had total operating cash flows of $221 million. Our liquidity as of June 30, 2026, or cash plus borrowing ability under our existing revolving credit facility, was $1.4 billion.
Previous wording
In the second quarter of 2026, the Company's 0.25% Convertible Senior Notes, which were originally issued in the second quarter of 2021, are scheduled to mature. The Company expects to satisfy the outstanding principal amount of $403 million through cash repayment at maturity, utilizing cash on hand or available under our revolving credit facility. Based on our current capital allocation objectives, we anticipate capital expenditures to be between $105 million and $120 million during 2026. Our level of capital expenditures varies from time to time as a result of actual and anticipated business conditions. During 2026, 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 in the first quarter of 2025.
Current wording
Based on our current capital allocation objectives, we anticipate capital expenditures to be between $105 million and $120 million during 2026. Our level of capital expenditures varies from time to time as a result of actual and anticipated business conditions. During 2026, 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 in the first quarter of 2025.
Previous wording
Additionally, the cash flows generated by our operations are expected to be sufficient to satisfy our principal cash requirements that include our working capital needs, new product development, restructuring expenses, capital expenditures, income taxes, debt interest and repayments, dividends, and other financing arrangements.
Current wording
Additionally, the cash flows generated by our operations are expected to be sufficient to satisfy our principal cash requirements that include our working capital needs, new product development, restructuring expenses, capital expenditures, income taxes, debt interest and repayments, dividends, share repurchases and other financing arrangements.
Previous wording
As of March 31, 2026, we had $211 million of cash and cash equivalents, $103 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 and capital expenditures 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, 2026, we had $93 million of unrestricted cash and cash equivalents, $84 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 and capital expenditures 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, 2026 and 2025 were as follows:
Current wording
Cash flows for the six months ended June 30, 2026 and 2025 were as follows:
Previous wording
Cash required by investing activities was $19 million during the three months ended March 31, 2026, compared to cash required of $1,766 million during the same period in 2025. The decrease in cash outflows during the period reflects the absence of acquisition-related payments, as the acquisition of Marel occurred in the first quarter of 2025.
Current wording
Cash required by investing activities was $42 million during the six months ended June 30, 2026, compared to cash required of $1,780 million during the same period in 2025. The decrease in cash outflows during the period reflects the absence of acquisition-related payments in 2026, as the acquisition of Marel was completed in the first quarter of 2025.
Previous wording
Cash required by financing activities was $54 million during the three months ended March 31, 2026, compared to cash provided of $621 million during the same period in 2025. The year-over-year decrease in net cash provided by financing activities was due to the absence of the prior-year financing activities utilized to fund the acquisition of Marel in the first quarter of 2025.
Current wording
Cash required by financing activities was $254 million during the six months ended June 30, 2026, compared to cash provided of $543 million during the same period in 2025. The decrease was primarily due to the absence of financing proceeds obtained in connection with the Marel acquisition in 2025, partially offset by repayments of the 2026 Notes in the second quarter of 2026.
Previous wording
As of March 31, 2026, we had $1.8 billion of availability under the revolving credit facility.
Current wording
As of June 30, 2026, we had $1.4 billion of availability under the revolving credit facility.
Previous wording
Concurrently with the issuances of the 2026 Notes and the 2030 Notes, we entered into convertible note hedge transactions and warrant transactions.
Current wording
Concurrently with the issuances of the 2030 Notes, we entered into convertible note hedge transactions and warrant transactions.
Previous wording
As of March 31, 2026, a portion of our total gross outstanding debt of $1,869 million effectively remained fixed rate debt, with the 2026 Notes and the 2030 Notes subject to a fixed rate of 0.25% and 0.375%, respectively. 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 $892 million or 48% of the total debt balance as of March 31, 2026 was variable rate debt and subject to floating rates.
Current wording
As of June 30, 2026, a portion of our total gross outstanding debt of $1,705 million effectively remained fixed rate debt, with the 2030 Notes subject to a fixed rate of 0.375%. 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 $1,130 million or 66% of the total debt balance as of June 30, 2026 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 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 $693 million and synthetically swapped an average SOFR interest rate of 3.69% with an average EURIBOR rate of 1.93% for the three months ended March 31, 2026, 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 $691 million and synthetically swapped an average SOFR interest rate of 3.69% with an average EURIBOR rate of 1.93% for the six months ended June 30, 2026, to hedge the impact of variability in exchange rates on the U.S. dollar denominated debt and related interest payments, excluding credit spread, by our euro-functional entity.
Rearranged current paragraphs (6)
Current report — wording carried from elsewhere
Interest expense, net, decreased by $16 million compared to the prior-year period, primarily due to benefits realized from the Company’s net investment hedges executed during the second and third quarters of 2025, as well as lower average debt balances during the period.
Current report — wording carried from elsewhere
(1) Refer to the 'Reconciliation of Non-GAAP Measures' section below for additional information on Adjusted EBITDA.
Current report — wording carried from elsewhere
Gross Profit and Gross Profit Margin
Current report — wording carried from elsewhere
Net income (loss) and Adjusted EBITDA
Current report — wording carried from elsewhere
(1) Refer to Note 14. Business Segment Information of the Notes to Condensed Consolidated Financial Statements for additional information on segment Adjusted EBITDA.
Current report — wording carried from elsewhere
In the second quarter of 2026, the Company’s 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.