v3.26.1
Acquisitions
 3 Months Ended
Mar. 31, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions 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:

(In millions, except per share data and exchange rates)
JBT shares issued to Marel shareholders19.5 
JBT share price on January 2, 2025$124.94 
Value of JBT shares issued to Marel shareholders$2,436 
Cash consideration to Marel shareholders (in €)€927 
EUR to USD Exchange Rate1.0353 €/$
Cash consideration to Marel shareholders (in $)$959 
Settlement of Marel debt$868 
Settlement of Marel interest rate swaps$3 
Fair value of Marel stock options attributable to pre-combination vesting$6 
Purchase consideration$4,272 

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 $445 million and operating income of $1 million for the period from the acquisition date through March 31, 2025.

Acquisition-related transaction costs totaling $64 million were recorded as Selling, general and administrative expense in the Condensed Consolidated Statements of Income during the three months ended March 31, 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:
(In millions)Preliminary Purchase Price Allocation
Measurement Period Adjustments(1)
Final Purchase Price Allocation
Financial assets$402 $— $402 
Inventories344 (2)342 
Property, plant and equipment493 61 554 
Right-of-use assets42 (5)37 
Customer relationship1,570 (410)1,160 
Acquired technology410 (40)370 
Trademarks260 (30)230 
Deferred taxes(515)112 (403)
Financial liabilities(630)(26)(656)
Total identifiable net assets$2,376 $(340)$2,036 
Purchase consideration$4,272 $— $4,272 
Noncontrolling interest (2)
$86 $— $86 
Goodwill$1,982 $340 $2,322