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What changed in JBT Marel Corp's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of JBT Marel Corp's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+369 added−282 removedSource: 10-K (2025-02-28) vs 10-K (2024-02-23)

Top changes in JBT Marel Corp's 2024 10-K

369 paragraphs added · 282 removed · 186 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

58 edited+38 added−21 removed38 unchanged
Biggest changeWe also provide continuous, proactive service to our customers including the fulfillment of preventative maintenance agreements, such as PRoCARE ® and consulting services. We offer full service operating leases on certain high-capacity industrial extractors, which include routine parts and maintenance support. Recurring revenue accounted for 51% of total revenue in 2023.
Biggest changeWe offer full service operating leases on certain high-capacity industrial extractors, which include routine parts and maintenance support. JBT's recurring revenue accounted for 49% of total revenue in 2024. We believe our success is derived from continued innovation, applying differentiated and proprietary technologies to meet customers’ food and beverage processing needs.
However, we do not believe that the loss of any one or group of related patents, trademarks, or licenses would have a material adverse effect on our overall business. 8 Sources and Availability of Raw Materials We purchase carbon steel, stainless steel, aluminum, and/or steel castings and forgings both domestically and internationally.
However, we do not believe that the loss of any one or group of related patents, trademarks, or licenses would have a material adverse effect on our overall business. Sources and Availability of Raw Materials We purchase carbon steel, stainless steel, aluminum, and/or steel castings and forgings both domestically and internationally.
Under the Comprehensive Environmental Response, Compensation and Liability Act, referred to as CERCLA, and related state laws and regulations, joint and several liability can be imposed without regard to fault or the legality of the original conduct on 10 certain classes of persons that contributed to the release of a hazardous substance into the environment.
Under the Comprehensive Environmental Response, Compensation and Liability Act, referred to as CERCLA, and related state laws and regulations, joint and several liability can be imposed without regard to fault or the legality of the original conduct on certain classes of persons that contributed to the release of a hazardous substance into the environment.
He joined the Company with extensive experience in global manufacturing across various industries including automotive, medical devices, and general 11 industrial applications, including his prior roles at IDEX Corporation, where he held several finance leadership roles within the operations, ending with the Group Vice President, Health and Science Technologies role.
He joined the Company with extensive experience in global manufacturing across various industries including automotive, medical devices, and general industrial applications, including his prior roles at IDEX Corporation, where he held several finance leadership roles within the operations, ending with the Group Vice President, Health and Science Technologies role.
ITEM 1. BUSINESS GENERAL We are a leading global technology solutions and service provider to high-value segments of the food and beverage industry. We design, produce, and service sophisticated products and systems for multi-national and regional customers.
ITEM 1. BUSINESS GENERAL We are a leading and diversified global technology solutions and service provider to high-value segments of the food and beverage industry. We design, produce, and service sophisticated products and systems for multi-national and regional customers.
DESCRIPTION OF BUSINESS We provide comprehensive solutions throughout the food production value chain extending from primary processing through packaging systems for a large variety of food and beverage groups, including poultry, beef, pork, seafood, ready-to-eat meals, fruits, vegetables, plant-based meat alternatives, dairy, bakery, pet foods, soups, sauces, and juices. Our solutions also support nutraceutical and powder applications.
DESCRIPTION OF BUSINESS We provide comprehensive solutions throughout the food production value chain extending from primary processing through packaging systems for a large variety of food and beverage groups, including poultry, beef, pork, seafood, ready-to-eat meals, fruits, vegetables, plant-based meat alternatives, dairy, bakery, pet foods, soups, sauces, juices, and aqua feed. Our solutions also support nutraceutical and powder applications.
Our systems are typically customized to meet a large variety of customer application needs within food and beverage groups, including poultry, beef, pork, seafood, ready-to-eat meals, fruits, vegetables, plant-based meat alternatives, dairy, bakery, pet foods, soups, sauces, and juices. Thus, actual production capacity ranges vary and are dependent on the food and product packaging type being processed.
Our systems are typically customized to meet a large variety of customer application needs within food and beverage groups, including poultry, beef, pork, seafood, ready-to-eat meals, fruits, vegetables, plant-based meat alternatives, dairy, bakery, pet foods, soups, sauces, juices, and aqua feed. Thus, actual production capacity ranges vary and are dependent on the food and product packaging type being processed.
Italia; Ferrum; Food Processing Equipment Company; FPS Process Foods Solutions; GEA Group AG; Krones; Marel hf.; METALQUIMIA, S.A.; Mettler-Toledo International, Inc.; Morris & Associates, Inc.; MYCOM; Middleby Corporation; Nantong Freezing Equipment Company, Ltd.; Poly-clip system GmbH & Co. KG; Provisur Technologies, Inc.; Shibuya Corporation; Starfrost; Statco Engineering; Steriflow SAS.; Tetra Laval; Tecnopool S.p.A; Heinen Freezing GmbH & Co.
Italia; Ferrum; Food Processing Equipment Company; FPS Process Foods Solutions; GEA Group AG; Krones; METALQUIMIA, S.A.; Mettler-Toledo International, Inc.; Morris & Associates, Inc.; MYCOM; Middleby Corporation; Nantong Freezing Equipment Company, Ltd.; Poly-clip system GmbH & Co. KG; Provisur Technologies, Inc.; Shibuya Corporation; Starfrost; Statco Engineering; Steriflow SAS.; Tetra Laval; Tecnopool S.p.A; Heinen Freezing GmbH & Co.
Our ability to provide comprehensive sales and service in all major regions of the world, by maintaining local personnel in region, differentiates us from regional competition. Geographic Information We have operations strategically positioned around the world to serve our existing equipment base located in more than 100 countries. See Item 1A.
Our ability to provide comprehensive sales and service in all major regions of the world, by maintaining local personnel in region, differentiates us from regional competition. Geographic Information We have operations strategically positioned around the world to serve our existing equipment base located in more than 140 countries. See Item 1A.
In the packaging space, we supply packaging systems, tray seal packaging equipment, and case packers providing automatic in-line solutions for the food segment. Our tray sealing solutions help extend the self life of packaged food and can reduce plastic consumption versus traditional packaging methods, offering solutions in a wide range of industries including, food, pharmaceutical, and retail markets.
In the packaging space, we supply packaging systems, tray seal packaging equipment, and case packers providing automatic in-line solutions for the food segment. Our tray sealing solutions help extend the shelf life of packaged food and can reduce plastic consumption versus traditional packaging methods, offering solutions in a wide range of industries including, food, pharmaceutical, and retail markets.
Our fully integrated processing lines often span from the initial point of entry of raw products through further processing and end of line packaging. The initial step in the food processing cycle is primary processing, where the readily edible food is extracted from the inedible raw commodity or preserved in its raw form to increase shelf life.
Our fully integrated processing lines often span from the initial point of entry of raw products through further processing and end of line packaging. The initial step in the food processing cycle is primary processing, where the edible food product is extracted from the raw commodity or preserved in its raw form to increase shelf life.
JBT's Health and Safety program operates under management's belief that all injuries can be prevented, with a company objective of "Zero Incidents, Worldwide, Every Day.” Specifically, we have deployed a global Near Miss and Behavior-Based Safety Observations reporting program, under which potential unsafe conditions or behaviors are proactively reported and corrected before they cause an injury.
The JBT Marel Health and Safety program operates under management's belief that all injuries can be prevented, with a company objective of "Zero Incidents, Worldwide, Every Day.” Specifically, we have deployed a global Near Miss and Behavior-Based Safety Observations reporting program, under which potential unsafe conditions or behaviors are proactively reported and corrected before they cause an injury.
We also own numerous United States and foreign trademarks and trade names and have approximately 703 registrations and pending applications in the United States and abroad. Developing and maintaining a strong intellectual property portfolio is an important component of our strategy to extend our technology leadership.
We also own numerous United States and foreign trademarks and trade names and have approximately 1,340 registrations and pending applications in the United States and abroad. Developing and maintaining a strong intellectual property portfolio is an important component of our strategy to extend our technology leadership.
Prior to JBT she worked in the Audit & Assurance practice at Deloitte for nine years, with increasing levels of responsibility through senior manager. 12
Prior to JBT she worked in the Audit & Assurance practice at Deloitte for nine years, with increasing levels of responsibility through senior manager. 15
In addition, we utilize marketing automation processes and technology to drive lead generation. Competition We conduct business worldwide and compete with large multinational companies as well as a variety of local and regional companies, which typically are focused on a specific application, technology or geographical area.
In addition, we utilize marketing automation processes and technology to drive lead generation. Competition We conduct business worldwide and compete with large multinational companies as well as a variety of local and regional companies of various sizes and cost structures, which typically are focused on a specific application, technology or geographical area.
Marvin served in the roles of Chief Corporate Counsel and Division Counsel for Corporate Finance at Heller Financial, Inc., a publicly-traded middle-market financial services business. Mr. Marvin was previously a partner with the Chicago-based law firm Katten Muchin Zavis, with a practice focused in commercial financial transactions. Mr.
Before joining FMC Technologies in 2003, Mr. Marvin served in the roles of Chief Corporate Counsel and Division Counsel for Corporate Finance at Heller Financial, Inc., a publicly-traded middle-market financial services business. Mr. Marvin was previously a partner with the Chicago-based law firm Katten Muchin Zavis, with a practice focused in commercial financial transactions. Mr.
Prior to his service with Ryerson, Mr. Deck held various positions with General Electric Capital, Bank One (now JPMorgan Chase & Co.), and Cole Taylor Bank. MATTHEW J. MEISTER became our Chief Financial Officer in December 2020 after serving as the interim Chief Financial Officer since October 2020. Mr.
Deck held various positions with General Electric Capital, Bank One (now JPMorgan Chase & Co.), and Cole Taylor Bank. MATTHEW J. MEISTER became our Chief Financial Officer in December 2020 after serving as the interim Chief Financial Officer since October 2020. Mr.
In the further processing space, we supply a comprehensive portfolio of high- 6 volume industrial cooking and freezing solutions, in addition to capabilities in filling, carbonated beverages, high pressure processing, fresh-cut produce, infant food, pet food, and pharma/nutraceuticals.
In the further processing space, we supply a comprehensive portfolio of high-volume industrial cooking and freezing solutions, in addition to capabilities in filling, mixing and blending, high pressure processing, fresh-cut produce, infant food, pet food, and pharma/nutraceuticals.
In addition to sales and services offices based in more than 25 countries, we also support our customers in their development of new food products and processes as well as the refinement and testing of their current applications through 10 technical centers located in the United States (California, Florida, and Ohio), Mexico, Brazil, Belgium, Italy, Spain, Sweden, and the Netherlands.
In addition to sales and services offices based in more than 30 countries, we also support our customers in their development of new food products and processes as well as the refinement and testing of their current applications through 17 technical centers located in the United States (California, Florida, Iowa, Kansas, and Ohio), Mexico, Brazil, Belgium, Denmark, Germany, Italy, Spain, Sweden, and the Netherlands.
Products in the primary processing space include: • poultry overhead and conveyance systems; • offal and feather processing; • meat and poultry processing applications, including scalding, picking, evisceration, maceration, water re-use, paw processing, cut-up and deboning, wing segmentation, and skinning equipment; • pathogen protection for poultry and meat applications; • freezing, chilling, refrigeration, and proofing systems; • industrial citrus, tropical and temperate fruit and vegetable processing equipment, including cleaning, grading, storing, feeding, finishers, pulp systems, evaporators, ingredient recovery systems, slicing, washing, drying, transporting, and mixing; • specially formulated fruit and vegetable cleaners, post-harvest sanitizers, fungicides, and coatings; • skid-mounted products, including solutions for aseptic sterilization, bulk filling, and labelling, as well as ingredient and by-product recovery and clean-up systems; and • high-capacity industrial juice extractors; and • point of use produce juicers for retail markets.
Products in the primary processing space include: • poultry overhead and conveyance systems; • offal and feather processing; • meat and poultry processing applications, including stunning, bleeding, scalding, picking, evisceration, maceration, water re-use, paw processing, cut-up and deboning, wing segmentation, and skinning equipment; • pathogen protection for poultry and meat applications; • freezing, chilling, refrigeration, and proofing systems; • industrial citrus, tropical and temperate fruit and vegetable processing equipment, including cleaning, grading, storing, feeding, finishers, pulp systems, evaporators, ingredient recovery systems, slicing, washing, drying, transporting, and mixing; • specially formulated fruit and vegetable cleaners, post-harvest sanitizers, fungicides, and coatings; • skid-mounted products, including solutions for aseptic sterilization, bulk filling, and labelling, as well as ingredient and by-product recovery and clean-up systems; and • high-capacity industrial juice extractors; and • point of use produce juicers for retail markets. 8 The next step in the food processing cycle is secondary processing where the raw ingredients prepared through primary processing are transformed into consumable food products or are further preserved.
Bridarolli was the Senior Vice President Human Resources of Dana Incorporated from November 2018 until April 2020. Before joining Dana Incorporated, she was the Vice President Human Resources for the PowerDrive Systems Division of BorgWarner, Inc. from August 2014 to November 2018, and also served as Borg Warner’s Interim Chief Human Resources Officer from July to November 2018.
Before joining Dana Incorporated, she was the Vice President Human Resources for the PowerDrive Systems Division of BorgWarner, Inc. from August 2014 to November 2018, and also served as Borg Warner’s Interim Chief Human Resources Officer from July to November 2018. Prior to that, Ms.
Mr. Marvin joined FMC Technologies, Inc. in April 2003, serving as Assistant General Counsel and Assistant Secretary, acting as Division Counsel for FMC Technologies’ Airport Systems Division and managing corporate legal matters. Before joining FMC Technologies in 2003, Mr.
Marvin served as Deputy General Counsel and Secretary, acting as Division Counsel for our former AeroTech Division and managing corporate legal matters. Mr. Marvin joined FMC Technologies, Inc. in April 2003, serving as Assistant General Counsel and Assistant Secretary, acting as Division Counsel for FMC Technologies’ Airport Systems Division and managing corporate legal matters.
Petrie held various engineering, quality, and operational positions at NCR Corporation. JESSI L. CORCORAN became Vice President, Corporate Controller and Chief Accounting Officer in October 2020. Ms. Corcoran came to JBT in 2015 as Senior Manager of External Reporting and Technical Accounting. She was promoted to Assistant Corporate Controller in 2017 and Chief Accounting Officer in 2018.
JESSI L. CORCORAN became Vice President, Corporate Controller and Chief Accounting Officer in October 2020. Ms. Corcoran came to JBT in 2015 as Senior Manager of External Reporting and Technical Accounting. She was promoted to Assistant Corporate Controller in 2017 and Chief Accounting Officer in 2018.
Our mission is to make better use of the world’s precious resources by providing solutions that substantially enhance our customers’ success, and in doing so design, produce and service sophisticated and critical products and systems for food and beverage companies that improve yields and boost efficiency. We were originally incorporated as Frigoscandia, Inc. in Delaware in May 1994.
Our purpose is to transform the future of food by providing solutions that substantially enhance our customers’ success, and in doing so design, produce and service sophisticated and critical products and systems for food and beverage companies that improve yields and boost efficiency. We were originally incorporated in Delaware in May 1994.
Rizzolo was the Group President, Specialty Retail Business at Marmon Holdings, Inc. (2018 – 2019). Prior to that, he worked at Illinois Tool Works (2014 – 2018) as VP/GM at various times of each of the Global Weight & Wrap Division and the North America Service Division, and at Whirlpool Corporation (2003 – 2014) in positions of increasing responsibility.
Prior to that, he worked at Illinois Tool Works from 2014 to 2018 as VP/GM at various times of each of the Global Weight & Wrap Division and the North America Service Division, and at Whirlpool Corporation from 2003 to 2014 in positions of increasing responsibility.
JBT’s major competitors include, but are not limited to, Advanced Equipment Inc.; Alit SRL; Allpax Products, Inc.; Atlas Pacific Engineering Company, Inc.; Barry-Wehmiller Companies, Inc.; Brown International Corp.; CFT S.p.A.; Egemin Automation Inc.; Elettric 80 S.p.a.
All of our business lines serve highly competitive markets. JBT Marel's major competitors include, but are not limited to, Advanced Equipment Inc.; Alit SRL; Allpax Products, Inc.; Atlas Pacific Engineering Company, Inc.; Barry-Wehmiller Companies, Inc.; Brown International Corp.; CFT S.p.A.; Egemin Automation Inc.; Elettric 80 S.p.a.
Our Automated Guided Vehicle Systems offerings include stand-alone, fully integrated, and dual-mode robotic systems for material movement requirements with a wide variety of applications including automotive manufacturing, warehousing, and medical facilities. On August 1, 2023, we completed the sale of the AeroTech business segment ("AeroTech").
Additionally, our automated guided vehicle systems offerings include stand-alone, fully integrated, and dual-mode robotic systems for material movement requirements with a wide variety of applications including automotive manufacturing, warehousing, and medical facilities.
Our equipment offerings include primary, secondary and further value-added processing, including chilling, mixing/grinding, injecting, blending, marinating, tumbling, flattening, forming, portioning, coating, cooking, frying, freezing, extracting, pasteurizing, sterilizing, concentrating, high pressure processing, weighing, inspecting, filling, closing, sealing, end of line material handling, and packaging solutions, which support a large and growing portfolio of food, beverage, and health end markets. • Automated Guided Vehicle Systems .
Our equipment offerings include primary, secondary and further value-added processing, including equipment, solutions, software and services for live animal handling, stunning, slaughtering, scalding/dehairing, chilling, mixing/grinding, separation, injecting, blending, marinating, tumbling, flattening, forming, portioning, coating, cooking, frying, freezing, extracting, pasteurizing, sterilizing, concentrating, high pressure processing, weighing, inspecting (using the latest x-ray technology), filling, closing, sealing, end of line material handling, labeling, and packaging solutions, which support a large and growing portfolio of food, beverage, and health end markets.
We also provide stand-alone and fully integrated automated guided vehicle systems for repetitive material handling requirements for use in manufacturing, warehouse, and other facilities. The product offering of our businesses includes: • Food and Beverage Solutions .
We also provide stand-alone and fully integrated automated guided vehicle systems for repetitive material handling requirements for use in manufacturing, warehouse, and other facilities.
Prior to that, Ms. Bridarolli held progressive senior HR leadership roles at Eaton Corporation between May 2001 and August 2014. Ms. Bridarolli began her professional career in 1998 with National Fuel Exploration Company in Calgary, Canada. JAMES L.
Bridarolli held progressive senior HR leadership roles at Eaton Corporation between May 2001 and August 2014. Ms. Bridarolli began her professional career in 1998 with National Fuel Exploration Company in Calgary, Canada. 14 JAMES L. MARVIN became our Executive Vice President and Chief Legal Officer in January 2025.
Our global presence allows us to provide direct customized support to customers virtually anywhere they process food. Solutions, Products and Services We offer a broad portfolio of systems, equipment and services to our customers which are often sold as part of a fully integrated processing line solution.
Solutions, Products and Services We offer a broad portfolio of systems, equipment and services to our customers which are often sold as part of a fully integrated processing line solution.
None of our employees in the United States are represented by collective bargaining agreements. Outside the United States, we enter into employment contracts and agreements in those countries in which such relationships are mandatory or customary. The provisions of these agreements correspond in each case with the required or customary terms in the subject jurisdiction.
We have approximately 12,200 employees worldwide, with approximately 28% located in the United States. None of our employees in the United States are represented by collective bargaining agreements. Outside the United States, we enter into employment contracts and agreements in those countries in which such relationships are mandatory or customary.
We also empower employees to stop work if they encounter an unsafe situation.
We give employees the training and tools to manage risk. We also empower employees to stop work if they encounter an unsafe situation.
This sale was completed pursuant to the Stock and Asset Purchase Agreement, dated May 26, 2023, to sell AeroTech to Oshkosh Corporation. This divestiture supported the Company's strategy to become a pure-play food and beverage solutions provider. For additional information, refer to Note 2. Discontinued Operations of the Notes to the Consolidated Financial Statements.
This divestiture supported the Company's strategy to become a pure-play food and beverage solutions provider. For additional information, refer to Note 2. Discontinued Operations of the Notes to the Consolidated Financial Statements.
KG; Square Technology Group Co., Ltd; DSI Dantech A/S; Duravant LLC; Bettcher Industries, Inc; and ProMach Inc. We compete by leveraging our industry expertise to provide differentiated and proprietary technology, integrated systems, high product quality and reliability, and comprehensive aftermarket services for installed base of our equipment.
KG; and Bühler Group. 10 We compete by leveraging our industry expertise to provide differentiated and proprietary technology, integrated systems, high product quality and reliability, and comprehensive aftermarket services for installed base of our equipment.
JBT's foundational commitment to safety is demonstrated by our world-class recordable and loss-time rates below. This safety information is provided in the CEO report to the Board of Directors at every Board meeting. At JBT, we are deeply committed to fostering diversity, equity, inclusion, and belonging (DEIB) across all aspects of our operations.
JBT's foundational commitment to safety is demonstrated by our world-class recordable and loss-time rates below. This safety information is provided in the CEO report to the Board of Directors at every Board meeting. 11 At JBT Marel, we are committed to fostering a workplace where every employee feels included, valued, and connected.
Our principal executive offices are located at 70 West Madison, Suite 4400, Chicago, Illinois 60602. Operating results and additional financial data and commentary are provided in the Results of Continuing Operations section in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report on Form 10-K.
Our principal executive offices are located at 70 West Madison, Suite 4400, Chicago, Illinois 60602 and our European headquarters is located at Austurhraun 9, 210 Gardabaer, Iceland. Operating results and additional financial data and commentary are provided in the Results of Continuing Operations section in Part II, Item 7.
We own approximately 659 United States and foreign issued patents and have approximately 307 patent applications pending in the United States and abroad. Further, we license certain intellectual property rights to or from third parties.
We own a number of United States and foreign patents, trademarks, and licenses that are cumulatively important to our business. We own approximately 3,039 United States and foreign issued patents and have approximately 863 patent applications pending in the United States and abroad. Further, we license certain intellectual property rights to or from third parties.
Prior to joining JBT, he served as Chief Financial Officer (since May 2011) of National Material L.P., a private diversified industrial holding company. Mr. Deck served as Vice President of Finance and Treasury (November 2007 to May 2011) and as Director, Corporate Financial Planning and Analysis (August 2005 to November 2007) of Ryerson Inc., a metals distributor and processor.
Deck served as Vice President of Finance and Treasury (November 2007 to May 2011) and as Director, Corporate Financial Planning and Analysis (August 2005 to November 2007) of Ryerson Inc., a metals distributor and processor. Prior to his service with Ryerson, Mr.
MARVIN became our Executive Vice President and General Counsel in May 2014, and served as Secretary from July 2008 to August 2018, subsequent to which he has served as Assistant Secretary. From July 2008 until May 2014, Mr. Marvin served as Deputy General Counsel and Secretary, acting as Division Counsel for our former AeroTech Division and managing corporate legal matters.
He previously served as our Executive Vice President and General Counsel from May 2014 to January 2025, and served as Secretary from July 2008 to August 2018, subsequent to which he has served as Assistant Secretary. From July 2008 until May 2014, Mr.
Risk Factors for a discussion of risks associated with our global operations. Customers No single customer accounted for more than 10% of our total revenue in any of the last three fiscal years. Patents, Trademarks and Other Intellectual Property We own a number of United States and foreign patents, trademarks, and licenses that are cumulatively important to our business.
Risk Factors for a discussion of risks associated with our global operations. Customers No single JBT customer accounted for more than 10% of our total revenue in any of the last three fiscal years.
As a result, many of our solutions seek to minimize food and packaging waste, extend food product life, optimize and reduce water and energy usage, increase yield and maximize efficiency. Automated Systems . We are a leading global supplier of robotic automated guided vehicle systems for material movement in the automotive, food and beverage, building materials, warehousing and healthcare industries.
As a result, many of our solutions seek to minimize food and packaging waste, extend food product life, optimize and reduce water and energy usage, increase yield and maximize efficiency. 9 Automated Systems .
Approximately 49% of our international employees are covered by global employee representation bodies. We have historically maintained good employee relations and have successfully concluded all of our recent negotiations without a work stoppage. However, we cannot predict the outcome of future contract negotiations.
The provisions of these agreements correspond in each case with the required or customary terms in the subject jurisdiction. Approximately 74% of our international employees are covered by global employee representation bodies. We have historically maintained good employee relations and have successfully concluded all of our recent negotiations without a work stoppage.
Meister 45 Executive Vice President and Chief Financial Officer Shelley Bridarolli 53 Executive Vice President, Chief Human Resources Officer James L.
Deck 56 Chief Executive Officer Matthew J. Meister 46 Executive Vice President and Chief Financial Officer Arni Sigurdsson 41 President Shelley Bridarolli 54 Executive Vice President, Chief Human Resources Officer James L.
Prior to joining IDEX in January 2013, he held various roles of increasing responsibility within the business units and in the corporate office at Navistar International Corporation. SHELLEY BRIDAROLLI became our as Executive Vice President, Human Resources in September 2021. Prior to that, Ms.
Prior to joining IDEX in January 2013, he held various roles of increasing responsibility within the business units and in the corporate office at Navistar International Corporation. ARNI SIGURDSSON was appointed as President of JBT Marel upon the closing of the Marel Transaction in January 2025. Prior to that, Mr.
The installed base also provides us with strong, long-term customer relationships from which we derive information for new product development to meet the evolving needs of our food processing customers. We have operations strategically positioned around the world to serve our existing equipment installed base located in more than 100 countries.
We continually strive to improve existing products and develop new solutions by working closely with our customers to meet their evolving needs. The installed base also provides us with strong, long-term customer relationships from which we derive information for new product development to meet the evolving needs of our food processing customers.
Our principal production facilities are located in the United States (Arkansas, California, Florida, New York, North 5 Carolina, Ohio, Pennsylvania, Virginia and Wisconsin), Brazil, Belgium, Germany, Italy, Spain, Sweden, the Netherlands, the United Kingdom, and South Africa.
We have operations strategically positioned around the world to serve our existing equipment installed base located in more than 100 countries. Our principal production facilities are located in the United States (Arkansas, California, Florida, Georgia, Kansas, New York, North Carolina, Ohio, Pennsylvania, Virginia and Wisconsin), Brazil, Belgium, Denmark, Germany, Iceland, Italy, Slovakia, Spain, Sweden, the Netherlands, and the United Kingdom.
We do not use single source suppliers for the majority of our raw material purchases and believe the available supplies of raw materials are adequate to meet our needs. We have taken steps to minimize impacts on the business caused by disruptions to the global economy, including supply chain disruptions, which began in 2020 and continued through 2023.
We do not use single source suppliers for the majority of our raw material purchases and believe the available supplies of raw materials are adequate to meet our needs.
Corcoran 41 Vice President, Corporate Controller and Chief Accounting Officer BRIAN A. DECK became our President and Chief Executive Officer in December 2020 after serving as the interim Chief Executive Officer from June 2020 to December 2020. Mr. Deck served as our Vice President and Chief Financial Officer from February 2014 until December 2020.
Corcoran 42 Vice President, Corporate Controller and Chief Accounting Officer BRIAN A. DECK has been our Chief Executive Officer since December 2020 and served as President of JBT from December 2020 to January 2025. He was previously our interim Chief Executive Officer from June 2020 to December 2020. Mr.
The information contained on or connected to our website, www.jbtc.com , is not incorporated by reference into this Annual Report on Form 10-K or any other report we file with the SEC.
The information contained on or connected to our website, www.jbtc.com , is not incorporated by reference into this Annual Report on Form 10-K or any other report we file with the SEC. 13 INFORMATION ABOUT OUR EXECUTIVE OFFICERS The executive officers of JBT Corporation, together with the offices currently held by them, their business experience and their ages as of February 20, 2025, are as follows: Name Age Office Brian A.
We also provide continuous, proactive service to our customers including the fulfillment of preventative maintenance agreements, such as PRoCARE ® and consulting services. 7 Order Backlog For information regarding our order backlog, refer to the section entitled “Inbound Orders and Order Backlog” in Item 7.
Order Backlog For information regarding our order backlog, refer to the section entitled “Inbound Orders and Order Backlog” in Item 7.
Our strong employee base, along with their commitment to our uncompromising values of integrity, accountability, continuous improvement, teamwork, and customer focus, provide the foundation of our company’s success. Employee safety, and managing the risks associated with our workplace, is of paramount importance to JBT. We give employees the training and tools to manage risk.
However, we cannot predict the outcome of future contract negotiations. Our strong employee base, along with their commitment to our uncompromising values of create with collaboration, serve with integrity, grow with excellence, and advance with innovation, provide the foundation of our company’s success. Employee safety, and managing the risks associated with our workplace, is of paramount importance to us.
We're focused on building an inclusive culture where every employee can flourish, which is essential for our continued success as a global market leader. For details on risks related to management retention and attraction, see “Part 1. Item 1A. Risk Factors.” Our leadership's dedication ensures JBT's ongoing growth and reinforces our inclusive competitive edge.
By prioritizing inclusion and belonging, we continue to strengthen our organization, empower our workforce, and reinforce JBT Marel’s position as a global industry leader. For details on risks related to management retention and attraction, see “Part 1. Item 1A. Risk Factors.” Our leadership's dedication ensures our ongoing growth and reinforces our inclusive competitive edge.
LUIZ “AUGUSTO” RIZZOLO became the Executive Vice President and President, Diversified Food and Health in October 2022. Previously, Mr. Rizzolo served as a President, Protein North America (since 2020) and as the Vice President, General Manager of Protein North America Customer Care (2019 – 2020). Prior to joining JBT, Mr.
Rizzolo served as a President, Protein North America from 2020 through 2024, and as the Vice President, General Manager of Protein North America Customer Care from 2019 to 2020. Prior to joining JBT, Mr. Rizzolo was the Group President, Specialty Retail Business at Marmon Holdings, Inc. from 2018 to 2019.
We expect that these supply chain initiatives will continue to help us successfully mitigate the impact of these events. Working Capital Practices In order to provide, and install, custom designed equipment, companies in the food machinery industry generally generate customer deposits, or advance payments, before construction begins.
Working Capital Practices In order to provide, and install, custom designed equipment, companies in the food machinery industry generally generate customer deposits, or advance payments, before construction begins. For this reason, our business can be less working capital intensive than many other industrial capital goods industries. Human Capital Management We have employees geographically dispersed throughout the world.
Central to our DEIB strategy is our Global DEIB Council, a dedicated body tasked with developing and implementing programs, processes, and communications to advance our DEIB objectives. This council plays a pivotal role in guiding our efforts and ensuring that our commitment to inclusion is reflected in every facet of our operations.
A key driver of our inclusion strategy is the Global Diversity Equity Inclusion and Belonging (DEIB) Council, which is dedicated to developing and advancing initiatives that foster a culture where all employees can thrive. This council plays a pivotal role in shaping programs, processes, and communications that support our long-term commitment to inclusion and belonging.
Marvin was a corporate securities attorney with O’Connor Cavanagh Anderson Westover Killingsworth & Beshears in Phoenix, Arizona. KRISTINA PASCHALL became our Executive Vice President, Chief Information and Digital Officer in October 2020. She was appointed Vice President and Chief Information Officer of JBT Corporation in September 2017. Prior to joining JBT Corporation, Ms.
Marvin was a corporate securities attorney with O’Connor Cavanagh Anderson Westover Killingsworth & Beshears in Phoenix, Arizona. LUIZ “AUGUSTO” RIZZOLO became the Executive Vice President, Regions and Integration in January 2025 after serving as the Executive Vice President and President, Diversified Food and Health from October 2022 to January 2025. Previously, Mr.
Complementing this educational push, our Corporate Giving Program was strategically aligned with the UN Sustainable Development goals, and our DEIB goals to make a tangible impact on broader societal issues. This program focused on addressing critical challenges such as food insecurity and supporting underserved communities, demonstrating our dedication to social responsibility. Through the JBT U.S.
Supporting Our People and Communities. Our commitment to inclusion and engagement extends beyond our organization into the communities where we operate. Through our corporate giving program, aligned with the UN Sustainable Development Goals, we support efforts that address critical challenges such as food insecurity and underserved communities.
Removed
We believe our success is derived from continued innovation, applying differentiated and proprietary technologies to meet customers’ food and beverage processing needs. We continually strive to improve existing products and develop new solutions by working closely with our customers to meet their evolving needs.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report on Form 10-K. Strategic Acquisition of Marel hf. On April 4, 2024, we entered into a definitive agreement (the "Transaction Agreement") to make a voluntary takeover offer (the "Offer") for all of the issued and outstanding shares of Marel hf. ("Marel").
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The next step in the food processing cycle is secondary processing where the ingredients prepared through primary processing are transformed into consumable food or are further preserved for consumption.
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Pursuant to this Offer, we closed the acquisition of Marel (the "Marel Transaction") on January 2, 2025, in accordance with the terms of the Transaction Agreement.
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For this reason, our business can be less working capital intensive than many other industrial capital goods industries. Human Capital Management We have employees geographically dispersed throughout the world. As of fiscal year end 2023, we have approximately 5,100 employees worldwide, with approximately 46% located in the United States.
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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. Refer to Note 22.
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Our belief is firm, that an inclusive and diverse workforce is the cornerstone of innovation, bringing unique perspectives that enrich our corporate culture and drive our success.
Added
Subsequent Events of the Notes to the Consolidated Financial Statements for additional information on the Marel Transaction. As described above, in conjunction with the combination of JBT and Marel, JBT changed its corporate name and stock ticker symbol to “JBT Marel Corporation” and “JBTM,” respectively, on January 2, 2025.
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To this end, we have instituted a comprehensive DEIB strategy that not only acknowledges our strengths but also challenges us to stretch further in our pursuit of equitable outcomes for our workforce, supply chain, community, and stakeholders. 9 In October 2023, our biennial employee engagement survey featured a newly implemented company values and belonging index, that provided crucial insights into the levels of engagement and feelings of inclusion among our staff at JBT.
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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. The combined company will initially operate through two segments, JBT and Marel, which are comprised of the legacy operations of each business.
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By leveraging this belonging index, we're able to pinpoint specific areas for improvement and devise targeted strategies to enhance our inclusive culture. This approach helps us identify and address any disparities in the sense of belonging, allowing for the implementation of initiatives like targeted mentorship, tailored DEIB training, and inclusive team activities.
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The disclosures in this "Item 1. Business" of the Annual Report on Form 10-K speak to the combined company subsequent to the Marel Transaction unless otherwise noted.
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The data from the belonging index not only guides our DEIB strategy, but also tracks our progress, ensuring our actions effectively foster a more welcoming and inclusive environment for all JBT employees. Through this focused and data-driven strategy, we are committed to strengthening our culture of belonging, making JBT an even better place to work.
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We also offer Axin, an advanced, overarching food processing software platform, which can be installed alongside our equipment and systems, as well as third-party equipment to 7 optimize production.
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A key component of our DEIB strategy is the formation of Employee Network Communities (ENCs). These ENCs provide a supportive space for underrepresented groups to share experiences, foster professional development, and contribute to our inclusive culture.
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Integrated with hardware, Axin ranges from simple device control modules to total processing solutions, which include real-time monitoring and data analytics of key performance indicators such as yield, throughput, quality, capacity and labor efficiency. We provide continuous, proactive service to our customers including the fulfillment of preventative maintenance agreements, such as PRoCARE ® and consulting services.
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Our network includes the Women's Inclusion Network (WIN), an ENC for Black employees (BEST), and a newly established ENC for global military veterans, among others. These communities are vital in promoting a sense of belonging and engagement within our workforce.
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Our global presence allows us to provide direct customized support to customers virtually anywhere they process food. Sale of AeroTech On August 1, 2023, we completed the sale of the AeroTech business segment ("AeroTech"). This sale was completed pursuant to the Stock and Asset Purchase Agreement, dated May 26, 2023, to sell AeroTech to Oshkosh Corporation.
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In 2023, JBT undertook significant initiatives to bolster our commitment to diversity, equity, inclusion, and belonging (DEIB), including a global education program. Courses such as the Unconscious Bias training marked a pivotal step in our efforts to cultivate an inclusive workplace.
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We are a leading global supplier of robotic automated guided vehicle systems for material movement in the automotive, food and beverage, building materials, warehousing and healthcare industries.
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This initiative was aimed at raising awareness and educating our employees on DEIB topics, fostering an environment where every team member can contribute to a culture of mutual respect and understanding.
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We also offer Axin, our advanced, overarching food processing software platform, which can be installed alongside our equipment and systems, as well as third-party equipment to optimize production and facilitate green reporting.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

53 edited+96 added−21 removed129 unchanged
Biggest changeExpanding through acquisitions involves risks such as: • the incurrence of additional debt to finance the acquisition or expansion; • additional liabilities (whether known or unknown), including, among others, product, environmental or pension liabilities of the acquired business or assets; • risks and costs associated with integrating the acquired business or new operating facility into our operations; • a failure to retain and assimilate key employees of the acquired business or assets; • unanticipated demands on our management, operational resources and financial and internal control systems; • unanticipated regulatory risks; • the risk of being denied the necessary licenses, permits and approvals from state, local and foreign governments, and the costs and time associated with obtaining such licenses, permits and approvals; • risks that we do not achieve anticipated operating efficiencies, synergies and economies of scale; • risks in retaining the existing customers and contracts of the acquired business or assets; and. • risk that unforeseen issues with an acquisition may adversely affect the anticipated results of the business or value of the intangible assets and trigger an evaluation of the recoverability of the recorded goodwill and intangible assets for such business.
Biggest changeExpanding through acquisitions involves risks such as: • the incurrence of additional debt to finance the acquisition or expansion; • additional liabilities (whether known or unknown), including, among others, product, environmental or pension liabilities of the acquired business or assets; • our inability to perform comprehensive due diligence as a result of market factors related to the nature of an acquisition transaction, such as limitations that exist in public-company acquisitions or in competitive scenarios where time to perform due diligence is limited, and our consequent inability to identify information that may impact the valuation of an acquired business; • risks and costs associated with integrating the acquired business or new operating facility into our operations; • a failure to retain and assimilate key employees of the acquired business or assets; • unanticipated demands on our management, operational resources and financial and internal control systems; • unanticipated regulatory risks; • the risk of being denied the necessary licenses, permits and approvals from state, local and foreign governments, and the costs and time associated with obtaining such licenses, permits and approvals; • risks that we do not achieve anticipated operating efficiencies, synergies and economies of scale; • risks in retaining the existing customers and contracts of the acquired business or assets; and. • risk that unforeseen issues with an acquisition may adversely affect the anticipated results of the business or value of the intangible assets and trigger an evaluation of the recoverability of the recorded goodwill and intangible assets for such business.
These and any one or more of the factors listed below, among other things, could cause us not to achieve our revenue or profitability expectations in any given period and the resulting failure to meet such expectations could cause a drop in our stock price: • volatility in demand for our products and services, including volatility in growth rates in the food processing industry; • downturns in our customers’ businesses resulting from deteriorating domestic and international economies where our customers conduct substantial business; • increases in commodity prices resulting in increased manufacturing costs, such as petroleum-based products, metals or other raw materials we use in significant quantities; 13 • supply chain delays and interruptions; • effects of tight labor market on our labor costs resulting from higher labor turnover, shortage of skilled labor, and higher labor absenteeism; • changes in pricing policies resulting from competitive pressures, including aggressive price discounting by our competitors and other market factors; • our ability to develop and introduce on a timely basis new or enhanced versions of our products and services; • unexpected needs for capital expenditures or other unanticipated expenses; • changes in the mix of revenue attributable to domestic and international sales; • changes in the mix of products and services that we sell; • changes in foreign currency rates; • seasonal fluctuations in buying patterns; • future acquisitions and divestitures of technologies, products, and businesses; • changes to trade regulation, quotas, duties or tariffs, caused by the changing U.S. and geopolitical environments; and • cyber-attacks and other IT threats that could disable our IT infrastructure and create a meaningful inability to operate our business.
These and any one or more of the factors listed below, among other things, could cause us not to achieve our revenue or profitability expectations in any given period and the resulting failure to meet such expectations could cause a drop in our stock price: • volatility in demand for our products and services, including volatility in growth rates in the food processing industry; • downturns in our customers’ businesses resulting from deteriorating domestic and international economies where our customers conduct substantial business; • increases in commodity prices resulting in increased manufacturing costs, such as petroleum-based products, metals or other raw materials we use in significant quantities; • supply chain delays and interruptions; • effects of tight labor market on our labor costs resulting from higher labor turnover, shortage of skilled labor, and higher labor absenteeism; • changes in pricing policies resulting from competitive pressures, including aggressive price discounting by our competitors and other market factors; • our ability to develop and introduce on a timely basis new or enhanced versions of our products and services; 18 • unexpected needs for capital expenditures or other unanticipated expenses; • changes in the mix of revenue attributable to domestic and international sales; • changes in the mix of products and services that we sell; • changes in foreign currency rates; • seasonal fluctuations in buying patterns; • future acquisitions and divestitures of technologies, products, and businesses; • changes to trade regulation, quotas, duties or tariffs, caused by the changing U.S. and geopolitical environments; and • cyber-attacks and other IT threats that could disable our IT infrastructure and create a meaningful inability to operate our business.
However, the impact of such increase costs may not be fully mitigated. 14 Infrastructure failures or catastrophic loss at any of our facilities, including damage or disruption to our information systems and information database, could lead to production and service curtailments or shutdowns and negatively affect our business, financial condition, results of operations, and cash flows.
However, the impact of such increase costs may not be fully mitigated. Infrastructure failures or catastrophic loss at any of our facilities, including damage or disruption to our information systems and information database, could lead to production and service curtailments or shutdowns and negatively affect our business, financial condition, results of operations, and cash flows.
We can provide no assurances as to the financial stability or viability of the option counterparties. Conversion of the Notes or exercise of the warrants evidenced by the warrant transactions may dilute the ownership interest of existing stockholders. At our election, we may settle the Notes tendered for conversion entirely or partly in shares of our common stock.
We can provide no assurances as to the financial stability or viability of the option counterparties. 30 Conversion of the Notes or exercise of the warrants evidenced by the warrant transactions may dilute the ownership interest of existing stockholders. At our election, we may settle the Notes tendered for conversion entirely or partly in shares of our common stock.
If our estimates or the underlying assumptions change in the future, we may be required to record impairment charges. Any such charge could have a material adverse effect on our reported net income. 24 As a publicly traded company, we incur regulatory costs that reduce profitability.
If our estimates or the underlying assumptions change in the future, we may be required to record impairment charges. Any such charge could have a material adverse effect on our reported net income. As a publicly traded company, we incur regulatory costs that reduce profitability.
Unfavorable tax law changes and tax authority rulings may adversely affect results. We are subject to income taxes in the United States and various foreign jurisdictions. Domestic and international tax liabilities are subject to the allocation of income among various tax jurisdictions. Our effective tax rate could be adversely affected by changes in the geographic mix of earnings.
Unfavorable tax law changes and tax authority rulings may adversely affect results. We are subject to income taxes in the United States and various other foreign jurisdictions. Domestic and international tax liabilities are subject to the allocation of income among various tax jurisdictions. Our effective tax rate could be adversely affected by changes in the geographic mix of earnings.
In addition, environmental laws and regulations affect the systems and services we design, market and 19 sell, as well as the facilities where we manufacture our systems. We are required to invest financial and managerial resources to comply with environmental laws and regulations and anticipate that we will continue to be required to do so in the future.
In addition, environmental laws and regulations affect the systems and services we design, market and sell, as well as the facilities where we manufacture our systems. We are required to invest financial and managerial resources to comply with environmental laws and regulations and anticipate that we will continue to be required to do so in the future.
We could also face increased costs related to defending and resolving legal claims related to climate change and the alleged impact of our operations on climate change. Further, customer, investor, and employee expectations relating to environmental, social and governance (ESG) have been rapidly evolving.
We could also face increased costs related to defending and resolving legal claims related to climate change and the alleged impact of our operations on climate change. 25 Further, customer, investor, and employee expectations relating to environmental, social and governance (ESG) have been rapidly evolving.
These claims can be burdensome and costly to defend or settle and can harm our business and reputation. 22 RISKS RELATED TO OWNERSHIP OF OUR SECURITIES The convertible note hedge and warrant transactions may negatively affect the value of the Notes and our common stock.
These claims can be burdensome and costly to defend or settle and can harm our business and reputation. RISKS RELATED TO OWNERSHIP OF OUR SECURITIES The convertible note hedge and warrant transactions may negatively affect the value of the Notes and our common stock.
These expenditures could adversely affect our results of operations and financial condition. If we are unable to develop, preserve, and protect our intellectual property assets, our business, financial condition, results of operations, and cash flows may be negatively affected.
These expenditures could adversely affect our results of operations and financial condition. 29 If we are unable to develop, preserve, and protect our intellectual property assets, our business, financial condition, results of operations, and cash flows may be negatively affected.
In addition, our gross margins could be adversely impacted if raw materials, component parts, sub-assemblies, finished goods, installation services and/or logistics provider's higher costs cannot be offset with timely pricing increases to customers. 16 The disruptions to the global economy as a result of the war in Ukraine and other subsequent geopolitical events continue to impede global supply chains, resulting in longer lead times and increased raw material costs.
In addition, our gross margins could be adversely impacted if raw materials, component parts, sub-assemblies, finished goods, installation services and/or logistics provider's higher costs cannot be offset with timely pricing increases to customers. 22 The disruptions to the global economy as a result of the war in Ukraine and other subsequent geopolitical events continue to impede global supply chains, resulting in longer lead times and increased raw material costs.
BUSINESS AND OPERATIONAL RISKS Our financial results are subject to fluctuations caused by many factors that could result in our failing to achieve anticipated financial results and cause a drop in our stock price.
OTHER BUSINESS AND OPERATIONAL RISKS Our financial results are subject to fluctuations caused by many factors that could result in our failing to achieve anticipated financial results and cause a drop in our stock price.
Our business could suffer in the event of a work stoppage by our unionized or non-union labor force. Outside the United States, we enter into employment contracts and agreements in certain countries in which national employee work councils are mandatory or customary, such as in Belgium, Sweden, Spain, Italy, the Netherlands, Germany and China.
Our business could suffer in the event of a work stoppage by our unionized or non-union labor force. Outside the United States, we enter into employment contracts and agreements in certain countries in which national employee work councils are mandatory or customary, such as in Belgium, Denmark, Germany, Iceland, Italy, the Netherlands, Spain, Sweden, and China.
If we are unable to effectively integrate acquired businesses or newly formed operations, or if such acquired businesses underperform relative to our expectations, this may have a material adverse effect on our business, financial position, and results of operations. 20 We have invested substantial resources in certain markets and strategic initiatives where we expect growth, and our business may suffer if we are unable to achieve the growth we expect.
If we are unable to effectively integrate acquired businesses or newly formed operations, or if such acquired businesses underperform relative to our expectations, this may have a material adverse effect on our business, financial position, and results of operations. 27 We have invested substantial resources in certain markets and strategic initiatives where we expect growth, and our business may suffer if we are unable to achieve the growth we expect.
Additionally, changes in tax laws where we have significant operations, including rate changes or corporate tax provisions that disallow or tax perceived base erosion or profit shifting payments or subject us to new types of tax, could materially affect our effective tax rate and our deferred tax assets and liabilities.
Any such changes in tax laws where we have significant operations, including rate changes or corporate tax provisions that disallow or tax perceived base erosion or profit shifting payments or subject us to new types of tax, could materially affect our effective tax rate and our deferred tax assets and liabilities.
In the event of a stoppage in production at any of our facilities, even if only temporary, or if we experience delays as a result of events that are beyond our control, delivery times to our customers could be severely affected. Any significant delay in deliveries to our customers could lead to cancellations.
In the event of a stoppage in production at any of our facilities, even if only temporary, or if we experience delays as a result of events that are beyond our control, delivery times to our customers could be severely affected.
We manufacture our products at facilities in the United States, Belgium, Sweden, Brazil, Italy, Spain, United Kingdom, the Netherlands, Germany, and South Africa. An interruption in production or service capabilities at any of our facilities as a result of equipment failure or any other reasons could result in our inability to manufacture our products.
We manufacture our products at facilities in the United States, Brazil, Belgium, China, Denmark, Germany, Iceland, Italy, Slovakia, Spain, Sweden, the Netherlands, and the United Kingdom. An interruption in production or service capabilities at any of our facilities as a result of equipment failure or any other reasons could result in our inability to manufacture our products.
If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets or operations, seek additional capital or restructure or refinance our indebtedness, including the Notes.
If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets or operations, seek additional capital or restructure or refinance our indebtedness, including the debt incurred in connection with the Marel Transaction and the Notes.
If we fail to comply with these covenants or to make payments under our indebtedness when due, then we would be in default under that indebtedness, which could, in turn, result in that and our other indebtedness becoming immediately payable in full. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
If we fail to comply with these covenants or to make payments under our indebtedness when due, then we would be in default under that indebtedness, which could, in turn, result in that and our other indebtedness becoming immediately payable in full.
Our operations are also dependent on our ability to protect our facilities, computer equipment and the information stored in our databases from damage by, among other things, earthquake, fire, natural disaster, explosions, power loss, telecommunications failures, hurricane, and other catastrophic events.
Any significant delay in deliveries to our customers could lead to cancellations. 19 Our operations are also dependent on our ability to protect our facilities, computer equipment and the information stored in our databases from damage by, among other things, earthquake, fire, natural disaster, explosions, power loss, telecommunications failures, hurricane, and other catastrophic events.
These provisions include, among others: • A Board of Directors that is divided into three classes with staggered terms (although this three-class board structure is being eliminated over the next two years as a result of an approved proposal at our 2023 Annual Meeting of Stockholders); • Limitations on the right of stockholders to remove directors; • The right of our Board of Directors to issue preferred stock without stockholder approval; • The inability of our stockholders to act by written consent; and • Rules and procedures regarding how stockholders may present proposals or nominate directors at stockholders' meetings.
These provisions include, among others: • A Board of Directors that is divided into three classes with staggered terms (although this three-class board structure will be eliminated effective upon conclusion of our 2025 Annual Meeting of Stockholders); • Limitations on the right of stockholders to remove directors; • The right of our Board of Directors to issue preferred stock without stockholder approval; • The inability of our stockholders to act by written consent; and • Rules and procedures regarding how stockholders may present proposals or nominate directors at stockholders' meetings.
If we are unable to provide enhancements and new features and integrations for our existing product portfolio, develop new products that achieve market acceptance, or innovate quickly enough to keep pace with these rapid technological developments, our business could be harmed.
We may be required to make significant investments in artificial intelligence to maintain our competitive position in the market. If we are unable to provide enhancements and new features and integrations for our existing product portfolio, develop new products that achieve market acceptance, or innovate quickly enough to keep pace with these rapid technological developments, our business could be harmed.
We operate manufacturing facilities in many countries other than the United States, the largest of which are located in Belgium, Sweden, Brazil, Italy, Spain, United Kingdom, the Netherlands, Germany and South Africa. Our international sales accounted for 43% of our 2023 revenue.
We operate manufacturing facilities in many countries other than the United States, the largest of which are located in Brazil, Belgium, China, Denmark, Germany, Iceland, Italy, Slovakia, Spain, Sweden, the Netherlands, and the United Kingdom. International sales accounted for 46% of JBT's 2024 revenue.
Any future strikes, employee slowdowns, or similar actions by one or more work councils, in connection with labor contract negotiations or otherwise, could have a material adverse effect on our ability to operate our business.
Any future strikes, employee slowdowns, or similar actions by one or more work councils, in connection with labor contract negotiations or otherwise, could have a material adverse effect on our ability to operate our business. Alternatively, a successful campaign by our unionized workforce could result in higher personnel costs or diminished productivity in our manufacturing sites.
To achieve our strategic objectives, we have pursued and expect to continue to pursue expansion opportunities such as acquiring other businesses or assets.
BUSINESS STRATEGY RISKS We face risks associated with current and future acquisitions. To achieve our strategic objectives, we have pursued and expect to continue to pursue expansion opportunities such as acquiring other businesses or assets.
Actual results may vary from the guidance and the variations may be material. Investors should also recognize that the reliability of any forecasted financial data diminishes the farther in the future that the data are forecast. In light of the foregoing, investors are urged to put the guidance in context and not to place undue reliance on it.
Actual results may vary from the guidance and the variations may be material. Investors should also recognize that the reliability of any forecasted financial data diminishes the farther in the future that the data are forecast.
Our substantially increased indebtedness may have the effect of, among other things, reducing our flexibility to respond to changing business and economic conditions, lowering our credit ratings, increasing our borrowing costs and/or requiring us to reduce or delay investments, strategic acquisitions and capital expenditures, or to seek additional capital to refinance our indebtedness.
Our substantially increased indebtedness may have the effect of, among other things, reducing our flexibility to respond to changing business and economic conditions, lowering our credit ratings, increasing our borrowing costs and/or requiring us to reduce or delay investments, strategic acquisitions and capital expenditures, or to seek additional capital to refinance our indebtedness. 16 Our maintenance of two stock exchange listings may adversely affect liquidity in the market for our common stock and could result in pricing differentials of our common stock between the two stock exchanges.
We regularly release guidance regarding our future performance that represents management’s estimates as of the date of release. This guidance, which consists of forward-looking statements, is qualified by, and subject to, the assumptions and the other information contained or referred to in the release or report in which guidance is given.
This guidance, which consists of forward-looking statements, is qualified by, and subject to, the assumptions and the other information contained or referred to in the release or report in which guidance is given.
Our corporate governance documents and Delaware law may delay or discourage takeovers and business combinations that our stockholders might consider in their best interests. Provisions in our certificate of incorporation and by-laws may make it difficult and expensive for a third-party to pursue a tender offer, change-in-control, or takeover attempt that is opposed by our management and Board of Directors.
Provisions in our certificate of incorporation and by-laws may make it difficult and expensive for a third-party to pursue a tender offer, change-in-control, or takeover attempt that is opposed by our management and Board of Directors.
These anti-takeover provisions could substantially impede the ability of public stockholders to benefit from a change-in-control or a change in our management or Board of Directors and, as a result, may adversely affect the marketability and market price of our common stock. 25 Our indebtedness and liabilities could limit the cash flow available for our operations and we may not be able to generate sufficient cash to service all of our indebtedness.
These anti-takeover provisions could substantially impede the ability of public stockholders to benefit from a change-in-control or a change in our management or Board of Directors and, as a result, may adversely affect the marketability and market price of our common stock. Our indebtedness increased substantially following the consummation of the Marel Transaction.
In addition, the existence of the Notes may encourage short selling by market participants because the conversion of the Notes could depress the price of our common stock. GENERAL RISKS Fluctuations in currency exchange rates could negatively affect our business, financial condition, and results of operations. A significant portion of our revenue and expenses are realized in foreign currencies.
GENERAL RISKS Fluctuations in currency exchange rates could negatively affect our business, financial condition, and results of operations. A significant portion of our revenue and expenses are realized in foreign currencies.
Difficulties in integrating our and Marel’s business practices and operations may result in the combined company performing differently than expected, operational challenges or the delay or failure to realize anticipated benefits and synergies, and could have an adverse effect on our business, financial condition, results of operations, and cash flows.
Nonetheless, difficulties may arise during the integration process that could result in the failure to realize the anticipated benefits and synergies and could have an adverse effect on our business, results of operations, financial condition or cash flows.
Furthermore, outbreaks of pandemic diseases, such as COVID-19, or the fear of such events, could provoke responses, including government-imposed travel restrictions and extended shutdown of certain businesses, customers, and/or supply chain disruptions in affected regions.
Strategic targets such as those relating to transportation and food processing may be at greater risk of future terrorist attacks than other targets in the United States. Furthermore, outbreaks of pandemic diseases, or the fear of such events, could provoke responses, including government-imposed travel restrictions and extended shutdown of certain businesses, customers, and/or supply chain disruptions in affected regions.
In the event an E. coli or other food borne illness causes a recall of meat or produce, the companies supplying those fresh, further processed or packaged forms of those products could be severely adversely affected. Any negative impact on the financial viability of our fresh or processed food provider customers could adversely affect our immediate and recurring revenue base.
Reduced amounts of available fruit for the processed or fresh food markets could materially adversely affect our business, financial condition, results of operations, and cash flows. 23 In the event an E. coli or other food borne illness causes a recall of meat or produce, the companies supplying those fresh, further processed or packaged forms of those products could be severely adversely affected.
As a publicly traded corporation, we incur certain costs to comply with regulatory requirements of the NYSE and of the federal securities laws. If regulatory requirements were to become more stringent or if accounting or other controls thought to be effective later fail, we may be forced to make additional expenditures, the amounts of which could be material.
If regulatory requirements were to become more stringent or if accounting or other controls thought to be effective later fail, we may be forced to make additional expenditures, the amounts of which could be material. Many of our competitors are privately owned, so our accounting and control costs can be a competitive disadvantage.
Currency fluctuations may also result in our systems and services becoming more expensive and less competitive than those of other suppliers in the foreign countries in which we sell our systems and services. 23 Terrorist attacks and threats, escalation of military activity in response to such attacks, acts of war, or outbreak of pandemic diseases may negatively affect our business, financial condition, results of operations, and cash flows.
Terrorist attacks and threats, escalation of military activity in response to such attacks, acts of war, or outbreak of pandemic diseases may negatively affect our business, financial condition, results of operations, and cash flows.
Foreign Corrupt Practices Act and other similar laws; • burden and cost of complying with different national and local laws, treaties, and technical standards and changes in those regulations; • transportation delays and interruptions; and • reductions in the availability of qualified personnel. 18 Changes to trade regulation, quotas, duties or tariffs, caused by the changing U.S. and geopolitical environments or otherwise, may increase our costs or limit the amount of raw materials and products that we can import, or may otherwise adversely impact our business.
Changes to trade regulation, quotas, duties or tariffs, caused by the changing U.S. and geopolitical environments or otherwise, may increase our costs or limit the amount of raw materials and products that we can import, or may otherwise adversely impact our business.
If any of the risks described below actually occurs, our business, financial condition, results of operations, cash flows and stock price could be materially adversely affected. RISKS RELATED TO THE PROPOSED MERGER The Proposed Business Combination (as defined below) with Marel is subject to significant risks and uncertainties and may not be consummated on the expected terms, if at all.
If any of the risks described below actually occurs, our business, financial condition, results of operations, cash flows and stock price could be materially adversely affected.
The amount of the purchase price which is allocated to goodwill is determined by the excess of the purchase price over the net identifiable assets acquired. Our balance sheet includes a significant amount of goodwill and other intangible assets, which represents approximately 43% of our total assets as of December 31, 2023.
Our balance sheet includes a significant amount of goodwill and other intangible assets, which represents approximately 33% of our total assets as of December 31, 2024.
Failure to achieve the expected cost reductions related to these restructuring initiatives could have a material adverse effect on our business and results of operations. The industries in which we operate expose us to potential liabilities arising out of the installation or use of our systems that could negatively affect our business, financial condition, results of operations, and cash flows.
Our results will also suffer if these developing markets, business lines or capabilities do not grow as quickly as we anticipate. The industries in which we operate expose us to potential liabilities arising out of the installation or use of our systems that could negatively affect our business, financial condition, results of operations, and cash flows.
An overall labor shortage or lack of skilled labor, increased turnover, higher rates of absenteeism or labor inflation could have a material adverse effect on our results of operations. 15 INDUSTRY RISKS Deterioration of economic conditions could adversely impact our business.
An overall labor shortage or lack of skilled labor, increased turnover, higher rates of absenteeism or labor inflation could have a material adverse effect on our results of operations. Our ability to maintain or increase our profitability is in part dependent on our ability to align our labor force with our production requirements.
Although we believe our tax estimates are reasonable, we are subject to audit by tax authorities and the final determination of audits could be materially different from our historical tax provisions and accruals. BUSINESS STRATEGY RISKS We face risks associated with current and future acquisitions.
Although we believe our tax estimates are reasonable, we are subject to audit by tax authorities and the final determination of audits could be materially different from our historical tax provisions and accruals. 26 The nature of our business may expose us to warranty and other product liability claims, construction defects, project delay, property damage, personal injury and other damages.
Our industry is marked by rapid technological developments and innovations, such as the use of artificial intelligence and machine learning, to conform to evolving industry standards. We may be required to make significant investments in artificial intelligence to maintain our competitive position in the market.
Our future growth is dependent on our ability to keep pace with the adoption of generative artificial intelligence and other machine learning technologies to remain competitive. Our industry is marked by rapid technological developments and innovations, such as the use of artificial intelligence and machine learning, to conform to evolving industry standards.
Moreover, some of our competitors operate in narrow business areas, allowing them to concentrate their research and development efforts more directly on products and services for those areas than we may be able to. 21 Our future growth is dependent on our ability to keep pace with the adoption of generative artificial intelligence and other machine learning technologies to remain competitive.
Moreover, some of our competitors operate in narrow business areas, allowing them to concentrate their research and development efforts more directly on products and services for those areas than we may be able to. 28 Our product offerings include equipment and systems supported by our proprietary Axin software platform and/or other integrated software solutions.
If orchards have to be replanted, trees may not produce viable product for several years.
An extended drought or freeze or a high category hurricane could permanently damage or destroy a tree crop area. If orchards have to be replanted, trees may not produce viable product for several years.
As a result of our acquisition activity, our goodwill and intangible assets have increased significantly in recent years, and we may in the future incur impairments to goodwill or intangible assets. When we acquire a business, a substantial portion of the purchase price of the acquisition is allocated to goodwill and other identifiable intangible assets.
When we acquire a business, a substantial portion of the purchase price of the acquisition is allocated to goodwill and other identifiable intangible assets. The amount of the purchase price which is allocated to goodwill is determined by the excess of the purchase price over the net identifiable assets acquired.
These citrus tree diseases are often incurable once a tree has been infested and the end result can be the destruction of the tree. Reduced amounts of available fruit for the processed or fresh food markets could materially adversely affect our business, financial condition, results of operations, and cash flows.
These citrus tree diseases are often incurable once a tree has been infested and the end result can be the destruction of the tree.
We also face the risk of direct exposure to liabilities associated with product recalls to the extent that our products are determined to have caused an issue leading to a recall. In the event a natural disaster negatively affects growers or farm production, the food processing industry may not have the fresh food raw materials necessary to meet consumer demand.
Any negative impact on the financial viability of our fresh or processed food provider customers could adversely affect our immediate and recurring revenue base. We also face the risk of direct exposure to liabilities associated with product recalls to the extent that our products are determined to have caused an issue leading to a recall.
We expect the combined company's indebtedness will be substantially greater than our current indebtedness and greater than our and Marel's combined indebtedness prior to the Proposed Business Combination.
In addition, we have incurred significant indebtedness in connection with the Marel Transaction. The combined company's indebtedness is substantially greater than our indebtedness prior to the Marel Transaction, and is greater than our and Marel's combined indebtedness prior to the Marel Transaction.
We may be forced to take certain actions to satisfy our obligations under our indebtedness or we may experience a financial failure. Our ability to make scheduled payments on or to refinance our debt obligations, including the Notes, will depend on our financial and operating performance.
On January 2, 2025, we borrowed $1.8 billion under the Credit Agreement to fund the cash portion of the Marel Transaction. Our ability to make scheduled payments on or to refinance our debt obligations, including the debt incurred in connection with the Marel Transaction and the Notes, will depend on our financial and operating performance.
Crops or entire groves or fields can be severely damaged by a drought, flood, 17 freeze, or hurricane, wildfires or adverse weather conditions, including the effects of climate change. An extended drought or freeze or a high category hurricane could permanently damage or destroy a tree crop area.
In the event a natural disaster negatively affects growers or farm production, the food processing industry may not have the fresh food raw materials necessary to meet consumer demand. Crops or entire groves or fields can be severely damaged by a drought, flood, freeze, or hurricane, wildfires or adverse weather conditions, including the effects of climate change.
For additional detail related to this risk, see Part II, Item 7A, "Quantitative and Qualitative Disclosure About Market Risk." Significant changes in actual investment return on pension assets, discount rates, and other factors could affect our results of operations, equity, and pension contributions in future periods.
For additional detail related to this risk, see Part II, Item 7A, "Quantitative and Qualitative Disclosure About Market Risk." 31 As a result of our acquisition activity, our goodwill and intangible assets have increased significantly in recent years, and we may in the future incur impairments to goodwill or intangible assets.
If consummated, the success of the Proposed Business Combination will depend, in significant part, on the successful integration of the two companies, grow the revenue of the combined company and realize the anticipated strategic benefits and synergies from the combination.
Additionally, the success of the Marel Transaction will depend, in part, on our combined company’s ability to realize the anticipated benefits and synergies from combining JBT’s and Marel’s businesses.
Removed
We intend to launch a voluntary tender offer for all of the issued and outstanding shares of Marel hf. (“Marel”) to effectuate a merger with Marel in the second quarter of 2024 (the “Proposed Business Combination"). Launch of the offer is subject to, among other things, confirmatory due diligence, further negotiations, and approval by our Board of Directors.
Added
RISKS RELATED TO THE MAREL TRANSACTION We may not realize some or all of the expected benefits and synergies from the Marel Transaction or do so within the intended timeframe and the integration costs may exceed estimates. On January 2, 2025, we closed the voluntary takeover offer for all of the issued and outstanding shares of Marel.
Removed
There is no assurance that an offer will be launched.
Added
The success of the Marel Transaction will depend, in part, on our ability to realize the anticipated benefits from combining JBT and Marel's businesses.
Removed
In addition, even if an offer is launched, consummation of the Proposed Business Combination is expected to be subject to the satisfaction or waiver of various conditions, including valid acceptance of the offer from Marel shareholders representing at least 90% of the issued and outstanding share capital and voting rights of Marel, receipt of required regulatory approvals, receipt of required approvals from our shareholders and other customary closing conditions.
Added
We have and continue to devote substantial management attention and resources to the integration of the combined company's business practices and operations so that we can fully realize the anticipated benefits of the Marel Transaction, including cost and revenue synergies.
Removed
As a result, there can be no assurance that the Proposed Business Combination will be consummated on the expected terms, on the anticipated schedule, or at all. Any delay in consummation of the Proposed Business Combination will result in increased transaction costs and professional fees.
Added
Challenges that may be encountered in the integration process include, among other factors: • the inability to successfully integrate the legacy businesses of JBT and Marel, operationally, technologically, culturally or otherwise, in a manner that permits the combined company to achieve the benefits and synergies anticipated from the Marel Transaction; • complexities, including demands on management, associated with managing a larger, more complex, integrated business, including aligning and executing the strategy of the combined company; • inability to retain key talent that may be difficult to replace and otherwise integrate personnel from the two companies and to address differences in corporate cultures and management philosophies; • loss of key personnel essential to near-term performance relative to sales, operations, and customer relationships, which could adversely impact our customer retention, operating margins, orders, and backlog; • complexities associated with: (i) integrating the offerings and services available to customers and coordinating distribution and marketing efforts in geographically separate organizations; (ii) coordinating corporate and administrative infrastructures and aligning corporate insurance coverage; (iii) coordinating accounting, information technology, communications, administration and other systems; (iv) coordinating the compliance program and creating uniform standards, controls, procedures and policies; (v) managing tax costs or inefficiencies associated with integrating the operations of the combined company; and (vi) identifying and eliminating redundant and underperforming functions and assets; • disruption of, or the loss of momentum in, the combined company's ongoing business; • inconsistencies in each company's standards, controls, procedures and policies or inability to timely and effectively implement controls and procedures over Marel's operations; • difficulty or inability to comply with the covenants of the debt of the combined company; • the increased indebtedness of the combined company as a result of the Marel Transaction, the repayment of which could impact the combined company’s business, results of operations, financial condition or cash flows; and • difficulty in integrating or failure to maintain and expand relationships with customers, partners, suppliers or creditors.
Removed
If we fail to consummate the Proposed Business Combination, we may be required to pay Marel a break fee under any agreement that is entered into between the parties.
Added
Although we expect the combined company to generate annual run-rate cost synergies of more than $125 million within three years of the completion of the Marel Transaction, our ability to realize such anticipated synergies may be affected by a number of factors, including, but not limited to: the use of more cash or other financial resources on integration and implementation activities than anticipated; unanticipated increases in expenses unrelated to the Marel Transaction, which may offset the expected cost savings and other synergies from the Marel Transaction.
Removed
The issuance of shares of our common stock in connection with the Proposed Business Combination will dilute the ownership interests of our existing shareholders. In addition, the combined company's indebtedness is expected to be substantially greater than our current indebtedness.
Added
As a result, the anticipated benefits of the Marel Transaction may not be realized fully within the expected timeframe or at all, may take longer to realize, or may cost more than expected, which could materially and adversely affect our business, results of operations or financial condition, as well as adversely impact the stock price of the combined company.
Removed
We currently expect to provide Marel shareholders with a mix of cash and shares of our common stock as consideration for the Proposed Business Combination. Any issuance of shares of our common stock to Marel shareholders will dilute the ownership and voting interests of our existing shareholders.
Added
The dual listing of our common stock on the New York Stock Exchange and Nasdaq Iceland hf. ("Nasdaq Iceland") may split trading between the two markets and adversely affect the liquidity of our common stock in one or both markets and the development of an active trading market for our common stock on Nasdaq Iceland.
Removed
In addition, we expect to incur significant indebtedness, through one or more financing arrangements, to fund the cash portion of the consideration for the Proposed Business Combination, which we may not be able to obtain on favorable terms.
Added
In addition, such dual listing may result in price differentials between the stock exchanges.
Removed
Our results will also suffer if these developing markets, business lines or capabilities do not grow as quickly as we anticipate. Our restructuring initiatives may not achieve the expected cost reductions or other anticipated benefits.
Added
Differences in the trading schedules, trading volume and investor bases, as well as volatility in the exchange rate between USD and ISK, the two trading currencies, among other factors, may result in different trading prices for our common stock on the two stock exchanges or otherwise adversely affect liquidity and trading prices of our common stock.
Removed
We regularly evaluate our existing operations, service capacity, and business efficiencies to determine if a realignment or restructuring could improve our results of operations or achieve some other business goal. Our realignment and restructuring initiatives are designed to result in more efficient and increasingly profitable operations.
Added
It is possible that our stock price might be more volatile than it would be if it were listed on a single stock exchange. A lawsuit was filed in connection with the Marel Transaction and additional lawsuits may be filed against JBT, Marel, the combined company and members of their respective boards of directors that challenge the Marel Transaction.
Removed
Our ability to achieve the anticipated cost savings and other benefits from these initiatives within the expected time frame is subject to many estimates and assumptions. These estimates and assumptions are subject to significant economic, competitive, and other uncertainties, some of which are beyond our control.
Added
An adverse ruling in any such lawsuit may have an adverse impact on the combined company’s business and operations.
Removed
Strategic targets such as those relating to transportation and food processing may be at greater risk of future terrorist attacks than other targets in the United States.
Added
Transactions such as the Marel Transaction are frequently subject to litigation or other legal proceedings, including actions alleging disclosure violations and actions alleging that the board of directors of JBT (the “JBT Board”) or the board of directors of Marel breached their respective fiduciary duties to their stockholders or shareholders, as applicable, by entering into the transaction agreement with Marel, by failing to obtain a greater value in the Marel Transaction for their stockholders or shareholders, as applicable, or otherwise.
Removed
Our results of operations may be positively or negatively affected by the amount of income or expense we record for our defined benefit pension plans. U.S. generally accepted accounting principles ("GAAP") require that we calculate income or expense for the plans using actuarial valuations.
Added
For example, a lawsuit was filed by a purported JBT stockholder alleging that, among other things, the proxy statement mailed to JBT stockholders omits material information concerning the Marel Transaction. In the complaint, which was filed in the Circuit Court of DuPage County, Illinois, and captioned Garfield v.
Removed
These valuations reflect assumptions about financial market and other economic conditions, which may change based on changes in key economic indicators. The most significant year-end assumptions we use to estimate pension income or expense are the discount rate and the expected long-term rate of return on plans assets.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur cybersecurity program includes the implementation of controls aligned with best practices in cybersecurity and applicable statutes and regulations to identify threats, detect attacks, and protect our information assets. We use preventative and detective tools and utilities that provide alerts of vulnerabilities and missing patches for our systems.
Biggest changeThe mission of the CISO - CIS is third line defense, with a focus on governance, risk, and compliance, audits, third-party risk management, and validation of regulatory compliance for the security program. Our cybersecurity program includes the implementation of controls aligned with cybersecurity best practices to identify threats, detect attacks, and protect our information assets.
The Audit Committee reviews cybersecurity information technology risks in connection with its oversight of our enterprise risk management system, and reports to the Board on enterprise risk management matters on a quarterly basis.
The Audit Committee reviews cybersecurity information technology risks in connection with its oversight of our enterprise risk management program, and reports to the Board on enterprise risk management matters on a quarterly basis.
In addition, our employees participate in an ongoing program of mandatory annual training and receive frequent communications regarding the cybersecurity environment to increase awareness throughout the company. We have also implemented an annual training program for specific specialized employee populations, including secure coding training.
In addition, our employees participate in an ongoing program of monthly security awareness training and receive frequent communications regarding the cybersecurity environment to increase awareness throughout the company. We have also implemented an annual training program for specific specialized employee populations, including secure coding training.
Additionally, our CISO meets regularly with our senior management team and the Board of Directors or the Audit Committee to brief them on technology and information security matters, including cybersecurity risk related matters. We carry insurance that provides protection that may reduce the potential losses arising from a cybersecurity incident.
Additionally, our CISOs meet regularly with our senior management team and the Board of Directors or the Audit Committee to brief them on technology and information security matters, including cybersecurity risk related matters. We carry insurance that provides protection that may reduce the potential losses arising from a cybersecurity incident.
ITEM 1C. CYBERSECURITY We maintain a comprehensive technology and cybersecurity program to ensure our systems are effective and prepared for information security risks, including regular oversight of our programs for security monitoring for internal and external threats to ensure the confidentiality, integrity, and availability of our information assets.
ITEM 1C. CYBERSECURITY We maintain a comprehensive technology and cybersecurity program to ensure our systems are effective and prepared for information security risks, utilizing regular oversight of our programs through security monitoring and alerting for internal and external threats to ensure the confidentiality, integrity, and availability of our information assets.
The objective of the Cyber Security Steering Committee is to set policies and procedures for the Company in relation to cyber events, including the Company's response protocols and disclosure requirements upon occurrence of any cyber event that is considered material to the Company.
The objective of the Cybersecurity Steering Committee is to set policies and standards for the Company in relation to information security and cyber events, including the Company's response protocols and disclosure requirements upon occurrence of any cyber event that is considered material to the Company.
Past cybersecurity incidents have not materially affected the Company, including our business strategy, results of operations or financial condition. 27
Risks from cybersecurity threats, including as a result of past cybersecurity incidents have not materially affected and are not reasonably likely to materially affect the Company, including our business strategy, results of operations or financial condition. 34
Notwithstanding the extensive approach we take to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us. 26 We have established a Cybersecurity Steering Committee comprised of key leaders across the Company whose responsibilities include oversight of technology, security, and reporting functions.
Notwithstanding the extensive approach we take to cybersecurity, because cyber threats are always evolving, there remains the possibility of a cybersecurity incident which could have a material adverse effect on the organization. We have established a Cybersecurity Steering Committee comprised of key leaders across the Company whose responsibilities include oversight of cybersecurity incident materiality, security, governance, and reporting functions.
We regularly perform evaluations and testing of our security program, information technology infrastructure, information security management systems, and third-party service providers we use in our operations.
We regularly perform evaluations and testing of our security program, information technology infrastructure, information security management systems, and third-party service providers we use in our operations. Our cybersecurity program is led by two Chief Information Security Officers (the "CISOs"), both of whom are Certified Information Systems Security Managers with over 15 years of related experience.
If a cybersecurity event is identified by the CISO, management and the Cyber Security Steering Committee report any material security instances to the Audit Committee and the Board as they occur.
If a critical cybersecurity event is identified by the CISOs, the Cyber Security Steering Committee, with input from the business, will assess its materiality, and events that are deemed material will be reported to the Audit Committee and the Board of Directors.
We have implemented security monitoring capabilities designed to alert us to suspicious activity and have developed an incident response program that includes periodic testing and is designed to restore business operations as quickly and as orderly as possible in the event of a breach.
Our incident response program is tested periodically and is designed to provide a clear guide, procedures and communications matrix to adhere to in the event of an incident. The plan facilitates risk mitigation and leads to business recovery and restoration as quickly and as orderly as possible in the event of a critical security incident.
Removed
Our cybersecurity program is led by our Chief Information Security Officer (the "CISO"), a Certified Information Systems Security Manager with over 10 years of related experience, including oversight over any third-party service providers used in connection with our cybersecurity program.
Added
Their areas of influence are split into two scopes, Business Information Security (CISO - BIS) and Compliance Information Security (CISO - CIS). The mission of the CISO - BIS is second line defense, to define and execute business operations security, cybersecurity operations activities and to identify and mitigate risks.
Added
Our cybersecurity program aligns with applicable statutes and regulations to stay abreast of current compliance requirements. We use preventative and detective tools and utilities that provide alerts of vulnerabilities and threats, and alert to patch management requirements. Security monitoring capabilities are designed to alert us to suspicious activity providing the opportunity for quick risk mitigation and remediation.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe following are significant production facilities for our operations: LOCATION SQUARE FEET (approximate) LEASED OR OWNED United States: Madera, California 271,000 Owned Lakeland, Florida 200,000 Owned Sandusky, Ohio 140,000 Owned Apex, North Carolina 134,200 Owned/Leased Columbus, Ohio 115,000 Leased Eastlake, Ohio 106,000 Leased Kingston, New York 98,000 Owned Stratford, Wisconsin 80,800 Owned Middletown, Ohio 73,000 Leased Chalfont, Pennsylvania 67,000 Leased Alpharetta, Georgia 65,000 Leased Russellville, Arkansas 65,000 Owned Riverside, California 50,000 Leased International: Sint Niklaas, Belgium 289,000 Owned Helsingborg, Sweden 228,000 Owned/Leased Werther, Germany 164,000 Owned Araraquara, Brazil 128,000 Owned Adlington, England 97,000 Owned Amsterdam, The Netherlands 96,000 Leased Livingston, Scotland 87,000 Owned Parma, Italy 62,000 Owned Navarra, Spain 58,500 Owned Glinde, Germany 55,000 Leased 28
Biggest changeThe following are significant production facilities for our operations: LOCATION SEGMENT SQUARE FEET (approximate) LEASED OR OWNED United States: Sabetha, Kansas Marel 367,000 Owned/Leased Lakeland, Florida JBT 200,000 Owned Apex, North Carolina JBT 192,000 Owned/Leased Gainesville, Georgia Marel 187,600 Owned Buford, Georgia Marel 166,400 Leased Stratford, Wisconsin JBT 165,800 Owned Madera, California JBT 148,000 Owned Sandusky, Ohio JBT 140,000 Owned Columbus, Ohio JBT 115,000 Leased Eastlake, Ohio JBT 106,000 Leased Kingston, New York JBT 98,000 Owned Chalfont, Pennsylvania JBT 83,700 Leased Middletown, Ohio JBT 80,000 Leased Alpharetta, Georgia JBT 65,000 Leased Russellville, Arkansas JBT 65,000 Owned Riverside, California JBT 50,000 Leased International: Boxmeer, The Netherlands Marel 785,000 Owned/Leased Nitra, Slovakia Marel 415,000 Owned Sint Niklaas, Belgium JBT 307,000 Owned Helsingborg, Sweden JBT 250,000 Owned/Leased Lichtenvoorde, The Netherlands Marel 230,000 Owned Stovring, Denmark Marel 199,000 Owned/Leased Oberlahr, Germany Marel 185,700 Owned Gardabaer, Iceland Marel 181,500 Owned Guapore, Brazil Marel 180,000 Owned Eindhoven, The Netherlands Marel 167,500 Owned Werther, Germany JBT 164,000 Owned Kehl, Germany Marel 138,000 Owned Arhus, Denmark Marel 130,000 Owned/Leased Araraquara, Brazil JBT 128,000 Owned Venray, The Netherlands Marel 118,400 Leased Valinhos, Brazil Marel 102,000 Owned Adlington, England JBT 97,000 Owned Amsterdam, The Netherlands JBT 96,000 Leased Livingston, Scotland JBT 87,000 Owned 35 LOCATION (continued) SEGMENT SQUARE FEET (approximate) LEASED OR OWNED International: Nieuwkuijk, The Netherlands Marel 67,400 Owned Glinde, Germany JBT 66,800 Leased Parma, Italy JBT 62,000 Owned Navarra, Spain JBT 58,500 Owned 36
ITEM 2. PROPERTIES We lease commercial office space for our corporate headquarters totaling approximately 24,000 square feet in Chicago, Illinois. We believe that our properties and facilities meet our current operating requirements and are in good operating condition. We believe that each of our significant manufacturing facilities is operating at a level consistent with the industries in which we operate.
ITEM 2. PROPERTIES We lease commercial office space for our corporate headquarters totaling approximately 24,000 square feet in Chicago, Illinois and we own our European headquarters office space totaling approximately 58,000 square feet in Gardabaer, Iceland. We believe that our properties and facilities meet our current operating requirements and are in good operating condition.
Added
We believe that each of our significant manufacturing facilities is operating at a level consistent with the industries in which we operate.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeIn many lawsuits and arbitrations, it is not considered 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. 29 ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 30 PART II
Biggest changeIn many lawsuits and arbitrations, it is not considered 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. 37 ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 38 PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures 30 PART II Item 5. Market for Registrant’s Common Equity , Related Stockholder Matters and Issuer Purchases of Equity Securities 31 Item 6. [Reserved] 33 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 34 Item 7A. Qualitative and Quantitative Disclosures About Market Risk 45 Item 8.
Biggest changeItem 4. Mine Safety Disclosures 38 PART II Item 5. Market for Registrant’s Common Equity , Related Stockholder Matters and Issuer Purchases of Equity Securities 39 Item 6. [Reserved] 41 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 42 Item 7A. Qualitative and Quantitative Disclosures About Market Risk 53 Item 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThese indices are included for comparative purposes only and do not necessarily reflect management’s opinion that such indices are an appropriate measure of the relative performance of the stock involved, and are not intended to forecast or be indicative of possible future performance of the common stock. 31 Issuer Purchases of Equity Securities The following table includes information about the Company’s stock repurchases during the three months ended December 31, 2023 based on the settlement dates of each share repurchase: (Dollars in millions, except per share amounts) Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as part of Publicly Announced Program (1) Approximate Dollar Value of Shares that may yet be Purchased under the Program October 1, 2023 through October 31, 2023 19,757 $ 102.82 19,757 $ 20.3 November 1, 2023 through November 30, 2023 30,235 102.35 30,235 17.2 December 1, 2023 through December 31, 2023 — — — 17.2 49,992 $ 102.54 49,992 $ 17.2 (1) Shares that may be repurchased under a share repurchase program for up to $30 million of common stock that was authorized by the Board of Directors on December 1, 2021 and is set to expire on December 31, 2024.
Biggest changeThese indices are included for comparative purposes only and do not necessarily reflect management’s opinion that such indices are an appropriate measure of the relative performance of the stock involved, and are not intended to forecast or be indicative of possible future performance of the common stock. 39 Issuer Purchases of Equity Securities The following table includes information about the Company’s stock repurchases during the three months ended December 31, 2024 based on the settlement dates of each share repurchase: (Dollars in millions, except per share amounts) Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as part of Publicly Announced Program (1) Approximate Dollar Value of Shares that may yet be Purchased under the Program October 1, 2024 through October 31, 2024 — $ — — $ 17.2 November 1, 2024 through November 30, 2024 — — — 17.2 December 1, 2024 through December 31, 2024 — — — 17.2 — $ — — $ 17.2 (1) There were no shares repurchased during the quarter ended December 31, 2024.
The following graph shows the cumulative total return of an investment of $100 (and reinvestment of any dividends thereafter) on December 31, 2018 in: (i) the Company's common stock, (ii) the S&P Smallcap 600 Stock Index and (iii) the S&P 1500 Industrial Machinery index.
The following graph shows the cumulative total return of an investment of $100 (and reinvestment of any dividends thereafter) on December 31, 2019 in: (i) the Company's common stock, (ii) the S&P Smallcap 600 Stock Index and (iii) the S&P 1500 Industrial Machinery index.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The Company's common stock is listed on the New York Stock Exchange under the symbol JBT. As of February 16, 2024, there were 1,159 holders of record of our common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The Company's common stock is listed on the New York Stock Exchange under the symbol JBTM. As of February 20, 2025, there were 1,100 holders of record of our common stock.
Shares may be purchased from time to time in open market transactions, subject to market conditions. Repurchased shares become treasury shares, which are accounted for using the cost method and are intended to be used for future awards under the Incentive Compensation Plan. 32
Shares were able to be purchased from time to time in open market transactions, subject to market conditions. Repurchased shares became treasury shares, which were accounted for using the cost method and intended to be used for future awards under the Incentive Compensation Plan. 40
Added
Shares were able to be repurchased under a share repurchase program, allowing for up to $30 million of common stock repurchases. The share repurchase plan was authorized by the Board of Directors on December 1, 2021 and concluded on December 31, 2024, pursuant to the terms of the plan. There is no longer any Board authorized share repurchase authority.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeCONSOLIDATED RESULTS OF OPERATIONS YEARS ENDED DECEMBER 31, 2023 AND 2022 Year Ended December 31, Favorable / (Unfavorable) (In millions) 2023 2022 Change Change % Revenue $ 1,664.4 $ 1,590.3 $ 74.1 4.7% Cost of sales 1,078.7 1,060.9 (17.8) (1.7)% Gross profit 585.7 529.4 56.3 10.6% Gross Profit % 35.2% 33.3% 190 bps Selling, general and administrative expense 409.6 389.7 (19.9) (5.1)% Restructuring expense 11.4 7.1 (4.3) (60.6)% Operating income 164.7 132.6 32.1 24.2% Pension expense (income), other than service cost 0.7 — (0.7) (100.0)% Interest income 13.4 3.7 9.7 262.2% Interest expense 24.3 16.3 (8.0) (49.1)% Net income before income taxes 153.1 120.0 33.1 27.6% Income tax provision 23.5 16.2 (7.3) (45.1)% Equity in net earnings of unconsolidated affiliate (0.3) — (0.3) (100.0)% Income from continuing operations 129.3 103.8 25.5 24.6% Income from discontinued operations, net of taxes 453.3 33.6 419.7 1,249.1% Net income $ 582.6 $ 137.4 $ 445.2 324.0% Adjusted EBITDA from continuing operations (1) $ 273.1 $ 227.7 $ 45.4 19.9% Adjusted EBITDA % from continuing operations (1) 16.4 % 14.3 % 210 bps (1)The key measures reviewed by the CODM to evaluate our performance are most notably Adjusted EBITDA from continuing operations and Adjusted EBITDA % from continuing operations.
Biggest changeCONSOLIDATED RESULTS OF OPERATIONS YEARS ENDED DECEMBER 31, 2024 AND 2023 Year Ended December 31, Favorable / (Unfavorable) (In millions) 2024 2023 Change Change % Revenue $ 1,716.0 $ 1,664.4 $ 51.6 3.1% Cost of sales 1,089.5 1,078.7 (10.8) (1.0)% Gross profit 626.5 585.7 40.8 7.0% Gross profit margin 36.5% 35.2% 130 bps Selling, general and administrative expense 506.7 409.6 (97.1) (23.7)% Restructuring expense 1.4 11.4 10.0 87.7% Operating income 118.4 164.7 (46.3) (28.1)% Pension expense, other than service cost 27.3 0.7 (26.6) (3,800.0)% Interest income 23.7 13.4 10.3 76.9% Interest expense 19.4 24.3 4.9 20.2% Net income before income taxes 95.4 153.1 (57.7) (37.7)% Income tax provision 10.7 23.5 12.8 54.5% Equity in net earnings of unconsolidated affiliate (0.1) (0.3) 0.2 (66.7)% Income from continuing operations 84.6 129.3 (44.7) (34.6)% Income from discontinued operations, net of taxes 0.8 453.3 (452.5) (99.8)% Net income $ 85.4 $ 582.6 $ (497.2) (85.3)% Adjusted EBITDA from continuing operations (1) $ 295.0 $ 273.1 $ 21.9 8.0% Adjusted EBITDA margin from continuing operations (1) 17.2 % 16.4 % 80 bps (1) Refer to the 'Reconciliation of Non-GAAP Measures' section below for additional information on Adjusted EBITDA from continuing operations and Adjusted EBITDA margin from continuing operations. 2024 Compared With 2023 Revenue Total revenue in 2024 increased $51.6 million or 3.1% compared to 2023.
(d) This table does not include obligations under our pension and postretirement benefit plans, which are included in Note 10, Pension and Post-Retirement and Other Benefit Plans, of the Notes to the Consolidated Financial Statements.
(d) This table does not include obligations under our pension and postretirement benefit plans, which are included in Note 9, Pension and Post-Retirement and Other Benefit Plans, of the Notes to the Consolidated Financial Statements.
As of December 31, 2023, we have four interest rate swaps executed in March 2020 with a combined notional amount of $200 million expiring in April 2025, and one interest rate swap executed in May 2020 with a notional amount of $50 million expiring in May 2025.
As of December 31, 2024, we have four interest rate swaps executed in March 2020 with a combined notional amount of $200 million expiring in April 2025, and one interest rate swap executed in May 2020 with a notional amount of $50 million expiring in May 2025.
For additional information about our credit agreement, Notes, convertible note hedge and warrant transactions, refer to Note 8. Debt of the Notes to the Consolidated Financial Statements.
For additional information about our credit agreement, Notes, convertible note hedge and warrant transactions, refer to Note 7. Debt of the Notes to the Consolidated Financial Statements.
(2) Pension expense (income), 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 and amortization of actuarial gains and losses.
(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.
Year Ended December 31, (In millions) 2023 2022 2021 Income from continuing operations $ 129.3 $ 103.8 $ 92.5 Income tax provision 23.5 16.2 27.0 Interest expense, net 10.9 12.6 7.4 Depreciation and amortization 91.3 76.2 72.1 EBITDA from continuing operations 255.0 208.8 199.0 Restructuring related costs (1) 11.4 7.3 5.3 Pension expense (income), other than service cost (2) 0.7 — (1.3) M&A related costs (3) 6.0 11.6 9.2 Adjusted EBITDA from continuing operations $ 273.1 $ 227.7 $ 212.2 (1) Costs incurred as a direct result of the restructuring program are excluded because they are not part of the ongoing operations of our underlying business.
Year Ended December 31, (In millions) 2024 2023 2022 Income from continuing operations $ 84.6 $ 129.3 $ 103.8 Income tax provision 10.7 23.5 16.2 Interest (income) expense, net (4.3) 10.9 12.6 Depreciation and amortization 89.4 91.3 76.2 EBITDA from continuing operations 180.4 255.0 208.8 Restructuring related costs (1) 1.4 11.4 7.3 Pension expense, other than service cost (2) 27.3 0.7 — M&A related costs (3) 85.9 6.0 11.6 Adjusted EBITDA from continuing operations $ 295.0 $ 273.1 $ 227.7 (1) Costs incurred as a direct result of the restructuring program are excluded because they are not part of the ongoing operations of our underlying business.
These non-GAAP financial measures adjust for certain amounts that are otherwise included or excluded from a measure calculated under US GAAP. By adjusting for these items, we believe we provide greater transparency into our operating results and trends, and a more meaningful comparison of our ongoing operating results, consistent with how management evaluates performance.
These non-GAAP financial measures adjust for certain amounts that are otherwise included or excluded from a measure calculated under U.S. generally accepted accounting principles ("GAAP"). By adjusting for these items, we believe we provide greater transparency into our operating results and trends, and a more meaningful comparison of our ongoing operating results, consistent with how management evaluates performance.
Restructuring of the Notes to Consolidated Financial Statements. Inbound Orders and Order Backlog Inbound orders represent the estimated sales value of confirmed customer orders received during the year. Inbound orders from continuing operations during the years ended December 31, 2023 and 2022 were $1,667.5 million and $1,587.4 million, respectively.
Restructuring of the Notes to Consolidated Financial Statements. Inbound Orders and Order Backlog Inbound orders represent the estimated sales value of confirmed customer orders received during the year. JBT's inbound orders from continuing operations during the years ended December 31, 2024 and 2023 were $1,788.3 million and $1,667.5 million, respectively.
Cash Flows Cash flows for each of the years ended December 31, 2023 and 2022 were as follows: (In millions) 2023 2022 2021 Cash provided by continuing operating activities $ 74.2 $ 135.2 $ 174.9 Cash provided (required) by continuing investing activities 729.3 (413.2) (270.5) Cash (required) provided by continuing financing activities (354.1) 270.6 80.8 Effect of foreign exchange rate changes on cash and cash equivalents (1.2) (2.5) (2.3) Net increase (decrease) in cash from continuing operations $ 448.2 $ (9.9) $ (17.1) 2023 Compared with 2022 Cash provided by continuing operating activities in 2023 was $74.2 million, representing a $61.0 million decrease compared to 2022.
Cash Flows Cash flows for each of the years ended December 31, 2024 and 2023 were as follows: (In millions) 2024 2023 2022 Cash provided by continuing operating activities $ 232.6 $ 74.2 $ 135.2 Cash (required) provided by continuing investing activities (41.3) 729.3 (413.2) Cash provided (required) by continuing financing activities 561.8 (354.1) 270.6 Effect of foreign exchange rate changes on cash and cash equivalents (9.0) (1.2) (2.5) Net increase (decrease) in cash from continuing operations $ 744.1 $ 448.2 $ (9.9) 51 2024 Compared with 2023 Cash provided by continuing operating activities in 2024 was $232.6 million, representing a $158.4 million increase compared to 2023.
Inbound orders from continuing operations increased $80.1 million for the year ended December 31, 2023 compared to 2022, which includes an unfavorable foreign currency translation impact of $3.7 million in the period resulting in an increase of $83.8 million on a constant currency basis. Order backlog is calculated as the estimated sales value of unfilled, confirmed customer orders.
JBT's inbound orders from continuing operations increased $120.8 million for the year ended December 31, 2024 compared to 2023, which includes an unfavorable foreign currency translation impact of $8.8 million in the period resulting in an increase of $129.6 million on a constant currency basis. Order backlog is calculated as the estimated sales value of unfilled, confirmed customer orders.
The following is a summary of other off-balance sheet arrangements at December 31, 2023: (In millions) Total Amount Current Long-Term Letters of credit and bank guarantees $ 25.1 $ 24.4 $ 0.7 Surety bonds 1.0 0.9 0.1 Total other off-balance sheet arrangements $ 26.1 $ 25.3 $ 0.8 To provide required security regarding our performance on certain contracts, we provide letters of credit, surety bonds and bank guarantees, for which we are contingently liable.
The following is a summary of other off-balance sheet arrangements at December 31, 2024: (In millions) Total Amount Current Long-Term Letters of credit and bank guarantees $ 41.6 $ 41.5 $ 0.1 Surety bonds 3.5 3.4 0.1 Total other off-balance sheet arrangements $ 45.1 $ 44.9 $ 0.2 To provide required security regarding our performance on certain contracts, we provide letters of credit, surety bonds and bank guarantees, for which we are contingently liable.
The cash flows generated by our operations and borrowings 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 repayments, dividends, periodic pension contributions, and other financing arrangements.
Additionally, the cash flows generated by the continuing operations of the combined company 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.
We believe that the following are the critical accounting estimates used in preparing our financial statements. 44 Revenue Recognition We recognize a large portion of our product revenue over time, using the "cost-to-cost" input method for contracts that provide highly customized equipment and refurbishments of customer-owned equipment for which we have a contractual, enforceable right to collect payment upon customer cancellation for performance completed to date.
Revenue Recognition We recognize a large portion of our product revenue over time, using the "cost-to-cost" input method for contracts that provide highly customized equipment and refurbishments of customer-owned equipment for which we have a contractual, enforceable right to collect payment upon customer cancellation for performance completed to date.
Based on our current capital allocation objectives, during 2024 we anticipate capital expenditures to be between $50 million and $60 million. Our level of capital expenditures varies from time to time as a result of actual and anticipated business conditions.
Based on our current capital allocation objectives for the combined company, 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.
Financial Statements and Supplementary Data for additional discussion of our assumptions and the amounts reported in the Consolidated Financial Statements. Recent Accounting Pronouncements For information with respect to recent accounting pronouncements and the impact of these pronouncements on our consolidated financial statements see Note 1 of the Notes to Consolidated Financial Statements.
Recent Accounting Pronouncements For information with respect to recent accounting pronouncements and the impact of these pronouncements on our consolidated financial statements see Note 1 of the Notes to Consolidated Financial Statements.
By using available non-U.S. cash to repay our debt on a short-term basis, we can optimize our leverage ratio, which has the effect of lowering our interest costs. For the year ended December 31, 2023, we had total operating cash flow of $74.2 million.
By using available non-U.S. cash to repay our debt on a short-term basis, we can optimize our leverage ratio, which has the effect of lowering our interest costs.
The adjustments generally fall within the following categories: restructuring related costs, M&A related costs, pension-related costs, constant currency adjustments and other major items affecting comparability of our ongoing operating results. The definition of Adjusted EBITDA used here may differ from that used by other companies.
The adjustments generally fall within the following categories: restructuring costs, M&A related costs, pension-related costs, constant currency adjustments and other major items affecting comparability of our ongoing operating results. The non-GAAP financial measures presented in this report may differ from similarly-titled measures used by other companies.
Management has discussed the development and selection of these critical accounting estimates with the Audit Committee of our Board of Directors, and the Audit Committee has reviewed this disclosure.
Management has discussed the development and selection of these critical accounting estimates with the Audit Committee of our Board of Directors, and the Audit Committee has reviewed this disclosure. We believe that the following are the critical accounting estimates used in preparing our financial statements.
As a result, the Company experienced a decrease in cash from operations in 2023 of $16 million and will experience approximately a $10 million decrease in cash from operations in 2024. The impact will continue over the five-year amortization period but decrease each year.
As a result, we experienced an adverse impact to our cash from continuing operations of $11 million in 2024 and will experience approximately a $7 million decrease in cash from continuing operations in 2025. The impact will continue over the five-year amortization period but decrease each year.
Selling, general and administrative expense Selling, general and administrative expense increased $19.9 million from prior year, and as a percent of revenue increased by 10 bps to 24.6% compared to 24.5% in 2022.
Selling, general and administrative expense Selling, general and administrative expense increased $97.1 million compared to the prior year, and as a percent of revenue increased 490 bps to 29.5% compared to 24.6% in 2023.
The following table details the cumulative amount of annualized savings and incremental savings for the 2022/2023 restructuring plan: Cumulative Amount Incremental Amount Cumulative Amount (In millions) As of December 31, 2022 During the year ended December 31, 2023 As of December 31, 2023 Cost of sales $ 0.1 $ 4.8 $ 4.9 Selling, general and administrative 0.1 6.1 6.2 Total restructuring savings $ 0.2 $ 10.9 $ 11.1 Cumulative savings for the 2022/2023 restructuring plan were revised in the second quarter from the range of $9.0 million to $12.0 million to a range of $18.0 million to $20.0 million to reflect the impact of additional actions being taken to streamline operations.
The following table details the cumulative amount of annualized savings and incremental savings for the 2022/2023 restructuring plan: Cumulative Amount Incremental Amount Cumulative Amount (In millions) As of December 31, 2023 During the year ended December 31, 2024 As of December 31, 2024 Cost of sales $ 4.9 $ 4.3 $ 9.2 Selling, general and administrative 6.2 4.6 10.8 Total restructuring savings $ 11.1 $ 8.9 $ 20.0 For additional financial information about restructuring, refer to Note 20.
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.
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.
Contractual Obligations and Cash Requirements The following is a summary of our significant contractual and other obligations at December 31, 2023: (In millions) Total Payments Current Long-Term Long-term debt (a) $ 646.4 $ — $ 646.4 Interest payments on long-term debt (b) 15.9 5.6 10.3 Operating leases (c) 44.1 13.8 30.3 Total contractual and other obligations (d) $ 706.4 $ 19.4 $ 687.0 (a) A summary of our long-term debt obligations as of December 31, 2023 can be found in Note 8, “Debt”, of the Notes to the Consolidated Financial Statements.
Contractual Obligations and Cash Requirements The following is a summary of our significant contractual and other obligations at December 31, 2024: (In millions) Total Payments Current Long-Term Long-term debt (a) $ 1,252.1 $ — $ 1,252.1 Interest payments on long-term debt (b) 219.0 42.6 176.4 Operating leases (c) 37.2 13.3 23.9 Total contractual and other obligations (d) $ 1,508.3 $ 55.9 $ 1,452.4 (a) A summary of our long-term debt obligations as of December 31, 2024 can be found in Note 7, “Debt”, of the Notes to the Consolidated Financial Statements. 50 (b) Amounts include contractual interest payments using the interest rates as of December 31, 2024 and include the effect of our interest rate swaps.
The increase in Adjusted EBITDA was primarily driven by a higher gross profit partially offset by a higher selling, general and administrative expense, excluding the impacts of our depreciation, amortization, and acquisition, and integration costs.
The increase in Adjusted EBITDA was primarily driven by higher gross profit, partially offset by higher selling, general and administrative expense, excluding the impacts of our depreciation, amortization, and acquisition and integration costs. Income from discontinued operations For the year ended December 31, 2024, we recognized income from discontinued operations, net of income taxes, of $0.8 million.
Income from continuing operations and Adjusted EBITDA Income from continuing operations for the year ended December 31, 2023 increased to $129.3 million compared to $103.8 million in 2022, representing an increase of $25.5 million. Adjusted EBITDA was $273.1 million for the year ended December 31, 2023 compared to $227.7 million in 2022, representing an increase of $45.4 million.
Income from continuing operations and Adjusted EBITDA Income from continuing operations for the year ended December 31, 2024 was $84.6 million compared to $129.3 million in 2023, representing a decrease of $44.7 million. Adjusted EBITDA was $295.0 million for the year ended December 31, 2024 compared to $273.1 million in 2023, representing an increase of $21.9 million or 8.0%.
Order backlog from continuing operations was $678.2 million and $664.4 million as of December 31, 2023 and 2022, respectively. Order backlog from continuing operations at December 31, 2023 increased by $13.8 million compared to December 31, 2022. We expect to convert 93% of backlog at December 31, 2023 into revenue during 2024. Seasonality We experience seasonality in our operating results.
JBT's order backlog from continuing operations was $720.5 million and $678.2 million as of December 31, 2024 and 2023, respectively. JBT's order backlog from continuing operations at December 31, 2024 increased by $42.3 million compared to December 31, 2023. We expect to convert 88% of backlog at December 31, 2024 into revenue during 2025.
(b) Amounts include contractual interest payments using the interest rates as of December 31, 2023 and include the effect of our interest rate swaps. 42 (c) A summary of our operating lease obligations as of December 31, 2023 can be found in Note 19, “Leases”, of the Notes to the Consolidated Financial Statements.
(c) A summary of our operating lease obligations as of December 31, 2024 can be found in Note 18, “Leases”, of the Notes to the Consolidated Financial Statements.
Our credit agreement includes restrictive covenants that, if not met, could lead to a renegotiation of our credit lines, a requirement to repay our borrowings and/or a significant increase in our cost of financing. Restrictive covenants include a minimum interest coverage ratio, a maximum leverage ratio, as well as certain events of default.
Our ability to use this revolving credit facility is limited by the leverage ratio covenant referenced below. Our credit agreement includes restrictive covenants that, if not met, could lead to a renegotiation of our credit lines, a requirement to repay our borrowings and/or a significant increase in our cost of financing.
The Company completed the 2020 restructuring plan as of June 30, 2022 and total cost in connection with the 2020 restructuring plan was $11.0 million. In the third quarter of 2022, the Company implemented a restructuring plan (the "2022/2023 restructuring plan") to optimize our overall cost structure on a global basis.
The Company completed the 2020 restructuring plan as of June 30, 2022 and total cost in connection with the 2020 restructuring plan was $11.0 million with $2.1 million incurred in the year 2022.
We recognize the responsibility we have to make a positive impact on our shareholders, the environment and our communities in a manner that is consistent with our fiduciary duties.
We recognize the responsibility we have 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 more diversity in our leadership and hiring practices. Strategic Acquisition of Marel hf.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Executive Overview We are a leading global technology solutions provider to high-value segments of the food and beverage industry. We design, produce, and service sophisticated products and systems for multi-national and regional customers.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Executive Overview JBT Marel Corporation is a leading global food and beverage technology solutions provider to high-value segments of the food and beverage industry. JBT Marel brings together the combined strengths of JBT and Marel with the goal of transforming the future of food.
As a result, as of December 31, 2023, all of our total outstanding debt of $652.5 million effectively remains fixed rate debt, with the Convertible Senior Notes subject to a fixed rate of 0.25% and all of the revolving credit facility subject to an average fixed rate of 0.76% in addition to the premium charged for the credit spread on our revolving credit facility.
We have designated these swaps as cash flow hedges and all changes in fair value of the swaps are recognized in Accumulated other comprehensive income (loss). 52 As a result, as of December 31, 2024, a significant portion of our total outstanding debt of $1,256.5 million effectively remains 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%.
This increase was primarily due to higher interest rates as well as a higher average debt balance to fund the acquisitions we made in the third quarter of 2022. Income tax provision The Company's tax rate from continuing operations was 15.3% for the year ended December 31, 2023 compared to 13.5% in 2022.
This decrease was due to the Company having a lower average debt balance and lower weighted average interest rate, including the impacts of the interest rate swaps, during 2024 compared to 2023. Income tax provision The Company's tax rate from continuing operations was 11.2% for the year ended December 31, 2024 compared to 15.3% in 2023.
(3) M&A related costs include integration costs, amortization of inventory step-up from business combinations, 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.
(3) 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.
We calculate constant currency percentages by converting our financial results in local currency for a period using the average exchange rate for the prior period to which we are comparing. 40 Restructuring In the third quarter of 2020, the Company implemented a restructuring plan ("2020 restructuring plan") for manufacturing capacity rationalization across the Company.
The constant currency presentation excludes the impact of fluctuations in foreign currency exchange rates. We calculate constant currency percentages by converting our financial results in local currency for a period using the average exchange rate for the prior period to which we are comparing. The tables below reconcile each non-GAAP financial measure to the most comparable GAAP financial measure.
Our liquidity as of December 31, 2023, or cash plus borrowing ability under our revolving credit facilities, was $1.2 billion.
For the year ended December 31, 2024, we had total operating cash flows from continuing operations of $232.6 million. Our liquidity as of December 31, 2024, or cash plus borrowing ability under our revolving credit facilities, was $1.4 billion.
As of December 31, 2023, we were in compliance with all covenants in our credit agreement. We expect to remain in compliance with all covenants in the foreseeable future.
Restrictive covenants include a minimum interest coverage ratio, a maximum leverage ratio, as well as certain events of default. As of December 31, 2024, we were in compliance with all covenants in our credit agreement. We expect to remain in compliance with all covenants.
Our revenue and operating income are generally lower in the first quarter and highest in the fourth quarter, primarily as a result of our customers' purchasing trends. 41 Liquidity and Capital Resources Overview of Sources and Uses of Cash Our primary sources of liquidity are cash flows provided by operating activities from our U.S. and foreign operations, borrowings from our revolving credit facility, and proceeds from the issuance of the convertible notes on May 28, 2021.
Liquidity and Capital Resources Overview of Sources and Uses of Cash 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.
We also present certain financial information on a constant currency basis to provide greater transparency into our operating results and trends, and a more meaningful comparison of our ongoing operating results, consistent with how management evaluates performance. We evaluate our results of operations on both an as reported and a constant currency basis.
For free cash flow purposes, we consider contributions to pension plans to be more comparable to the payment of debt, and therefore exclude these contributions from the calculation of free cash flow. • Constant currency measures: We evaluate our results of operations on both an as reported and a constant currency basis as it provides greater transparency into our operating results and trends, and a more meaningful comparison of our ongoing operating results.
The increase was partially offset by a decrease in M&A related costs. 36 Interest income Interest income increased $9.7 million compared to 2022. This increase is due to higher interest income on cash on hand from the sale proceeds of AeroTech. Interest expense Interest expense increased $8.0 million compared to 2022.
Interest income Interest income increased $10.3 million compared to 2023. This increase was due to interest income earned on cash on hand from the proceeds from the sale of the AeroTech business ("AeroTech") which was completed during the third quarter of 2023. Interest expense Interest expense decreased $4.9 million compared to 2023.
The decrease was primarily due to tax payments of $133.2 million for income taxes on gain from sale of AeroTech.
Operating cash flows in the prior year were also lower due to tax payments of $133.2 million for income taxes on gain from sale of AeroTech. Cash required by continuing investing activities during 2024 was $41.3 million, compared to cash provided of $729.3 million in 2023.
Growth in organic revenue was the result of higher pricing as well as an increase in volume for recurring revenue, partially offset by a decrease in volume for non-recurring revenue. Gross Profit and Gross Profit Margin Gross profit margin increased 190 bps to 35.2% compared to 33.3% in 2022.
Gross Profit and Gross Profit Margin Gross profit margin increased 130 bps to 36.5% compared to 35.2% in 2023. The increase was driven primarily by higher volume and pricing as well as savings from our 2022/2023 restructuring plan and sourcing initiatives.
For additional information, refer to the 'Reconciliation of Non-GAAP Measures' section below. 2023 Compared With 2022 Revenue Total revenue in 2023 increased $74.1 million or 4.7% compared to 2022. Acquisitions provided additional revenue of $76.8 million, organic revenue grew by $4.7 million, and foreign currency translation was unfavorable by $7.4 million compared to the prior year.
Organic revenue grew by $59.4 million and foreign currency translation was unfavorable by $7.8 million compared to the prior year. The increase in organic revenue was primarily the result of higher pricing as well as an increase in volume for non-recurring revenue. Recurring revenue was flat year over year.
The initiatives under this plan include streamlining operations and our general and administrative infrastructure. As of December 31, 2023, the Company recognized restructuring charges of $16.8 million, net of a cumulative release of the related liability of $6.5 million.
The Company recognized restructuring charges of $18.2 million, net of a cumulative release of the related liability of $7.7 million. The 2022/2023 restructuring plan was completed as of March 31, 2024.
Cash provided by continuing investing activities during 2023 was $729.3 million, representing a $1.1 billion increase compared to 2022. The increase is primarily from the proceeds received on the sale of the AeroTech business and lower spending on acquisitions and capital expenditures year over year.
The cash outflow during the period was driven primarily by spending on capital expenditures, which was lower compared to the prior year as we completed the initial development and deployment of our OmniBlu TM platform in 2023. The prior year cash provided was primarily comprised of the proceeds received on the sale of the AeroTech business.
Financing Arrangements As of December 31, 2023 we had $250.0 million drawn on and $1,043.8 million of availability under the revolving credit facility. Our ability to use this availability is subject to our compliance with the leverage ratio covenant described below.
Cash required by financing activities of $354.1 million in 2023 was primarily due to payments made on our borrowings on the revolving credit facility, which did not recur in 2024. Financing Arrangements As of December 31, 2024 we had $854.0 million drawn on and $439.0 million of availability under the revolving credit facility.
The tax rate for the year ended December 31, 2022 was favorably impacted by discrete items totaling $8.9 million, primarily driven by benefits from stock based compensation, the UK patent box regime, and Brazilian tax litigation.
The tax rate for the year ended December 31, 2024 was favorably impacted by discrete items totaling $10.0 million, primarily driven by a non-recurring deferred tax benefit related to an internal reorganization.
Specifically the cash provided by financing activities of $80.8 million in 2021 was primarily due to proceeds from the issuance of the convertible notes, bond hedge and warrant transactions, partially offset by paying down borrowings under our revolving credit facility and payment of acquisition date earn-out liability.
Cash provided by continuing financing activities of $561.8 million in 2024 was primarily due to net proceeds from the fourth quarter draw on our revolving credit facility, partially offset by the payment of debt issuance costs related to the amended revolving credit facility and Term Loan B secured during the fourth quarter of 2024, and the Bridge Credit Agreement entered into during the second quarter of 2024.
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In early 2022, we announced our Elevate 2.0 strategy that capitalizes on favorable trends, as well as our leadership position, in the food and beverage processing industry. This strategy is based on a four-pronged approach to deliver continued growth and margin expansion. • Organic Growth .
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We specialize in designing, manufacturing, and servicing cutting-edge technology, systems, and software for a broad range of food and beverage end markets.
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Our broad application knowledge, engineering expertise, and global sales and service allow us to work alongside our customers to develop critical products and solutions across a diverse set of food & beverage end markets. JBT is benefiting from strong commercial and market trends, which create meaningful opportunities for continued new product innovation and R&D in support of our customers' needs.
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We aim to create better outcomes for our diverse customers by optimizing food yield and efficiency, improving food safety and quality, and enhancing uptime and proactive maintenance, all while reducing waste and resource use across the global food supply chain. Our strategy capitalizes on favorable trends, as well as our leadership position, in the food and beverage processing industry.
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Additionally, our cross-selling abilities, investment opportunities in developing geographies, and aftermarket capabilities provide meaningful growth opportunities for us globally. • Digital Transformation.
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This strategy is based on a five-pronged approach to deliver continued growth and margin expansion. • Strengthening Solutions and Value Proposition . We offer a broad portfolio of solutions developed for various food and beverage end markets to meet diverse customer and sustainability needs with precision and flexibility to fuel organic growth. • Enhancing Service Offerings and Customer Relationships.
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We continue to invest in our digital solution, OmniBlu™, a customer-centric platform that delivers improved access to inventory and service, advanced functionality, and measurable results for customers, while also expanding JBT's recurring revenue from aftermarket parts and services. • Margin Enhancement.
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Leveraging our industry expertise, we deliver high-quality service to minimize downtime, optimize performance, and strengthen customer partnerships with responsive support and reliable parts delivery. • Advanced Digital and Software Capabilities. We deliver greater value through cutting-edge digital tools and software to improve productivity, reduce downtime, and optimize food and beverage processing. • Focus on Innovation.
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We see opportunities to improve our operating margins by 200 basis points or more in the medium-term, primarily through supply chain and strategic sourcing initiatives. Key areas of focus include supply base consolidation, make versus buy decisions, value engineering and component standardization, and best cost country sourcing. • Acquisitions.
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By expanding our portfolio through cutting edge innovation we enhance technology leadership and deepen customer partnerships with advanced capabilities. • Leveraging Our Scale to Expand Margins. By utilizing our resources and great talent, we drive efficiencies, achieve synergies, and deliver margin expansion, all while creating more value for our customers.
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We are also continuing our strategic acquisition program focused on companies that add complementary products and technology solutions, which enable us to offer more comprehensive solutions to customers and meet our economic criteria for returns and synergies. On August 1, 2023, we completed the sale of the AeroTech business segment ("AeroTech").
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On January 2, 2025, the Company closed the acquisition of Marel hf., a multi-national food processing company based in Gardabaer, Iceland that manufactures equipment and provides other services for food processing in the poultry, meat, fish, and pet food industries.
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This sale was completed pursuant to the Stock and Asset Purchase Agreement, dated May 26, 2023, to sell AeroTech to Oshkosh Corporation. This divestiture supports the Company's strategy to become a pure-play food and beverage solutions provider. For additional information, refer to Note 2. Discontinued Operations of the Notes to the Consolidated Financial Statements.
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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. Refer to Note 22.
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We operate under the JBT Business System, which provides a level of process rigor across the Company and is designed to standardize and streamline reporting and problem resolution processes for increased visibility, efficiency, effectiveness and productivity in all business units.
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Subsequent Events of the Notes to the Consolidated Financial Statements for additional information on the Marel Transaction. In conjunction with the combination of JBT and Marel, JBT changed its corporate name and stock ticker symbol to “JBT Marel Corporation” and “JBTM,” respectively, on January 2, 2025. The disclosures in this "Item 7.
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We have engaged in structured education for enhancing inclusive leadership skills in our organization designed to ensure more diversity in our leadership and hiring practices. 34 Business Conditions and Outlook Our operational performance was strong in 2023 despite a mixed commercial environment. We experienced healthy equipment demand across diverse end markets, including beverages, warehouse automation, and pharmaceuticals and nutraceuticals.
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Management's Discussion and Analysis of Financial Condition and Results of Operations" of the Annual Report on Form 10-K speak to the combined company subsequent to the Marel Transaction unless otherwise noted. 42 Business Conditions and Outlook JBT’s 2024 operating performance was strong, and the year-over-year revenue and orders growth was driven by JBT’s diverse end market solutions.
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Meanwhile, this was offset by the impact of higher interest rates and market dynamics in the poultry industry which affected customers' investment. Our aftermarket parts and service model remained resilient with year-over-year growth in recurring revenue. Our operating margins improved meaningfully compared to 2022, driven by improved price-cost realizations, restructuring program savings, and strategic sourcing initiatives.
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In 2024, equipment demand from global poultry customers increased year over year as market conditions and customer cash flow improved. Additionally, JBT experienced strong demand across its diverse end markets, including warehouse automation, fruit and vegetable, ready meals, and pharmaceuticals. JBT generated record orders in the fourth quarter of 2024 with broad strength across most end markets.
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Looking ahead, we expect the demand environment to improve in 2024 as interest rates decline, poultry market dynamics continue to improve as well as benefit from our organic growth initiatives. Additionally, we expect our margins to continue to increase as we realize benefits from our continuous improvement efforts, restructuring program savings, and strategic sourcing initiatives.
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JBT also achieved record margins in full year 2024 primarily driven by supply chain cost savings and continuous improvement initiatives. Looking ahead, JBT Marel expects that the demand environment will continue to improve in 2025 driven by the Company’s holistic solutions offering, further recovery in equipment demand from global poultry customers, and resilient demand for aftermarket parts and service.
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Components of Results of Operations Revenue We derive our revenue from sales or operating leases of equipment as well as sales of related aftermarket goods and services and software.
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JBT Marel is focused on improving margins through volume growth, continuous improvement initiatives, and synergy realization. 43 Results of Continuing Operations A discussion of JBT's results of operations for 2024 compared to 2023 is set forth below.
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Revenue from equipment and software licenses is considered as non-recurring, whereas revenue from aftermarket goods and services, re-build service for customer-owned equipment, operating lease of equipment, and subscription-based software applications is considered as recurring.
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This was partially offset by input cost inflation and a stronger mix of non-recurring revenue compared to the prior year, which tends to have lower margins than recurring revenue.
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Cost of Sales Cost of sales are costs that are directly related to the procurement and manufacturing of equipment and parts sold, services provided, and other direct costs incurred to fulfill contracts with customers.
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This increase was primarily due to higher M&A related cost in the amount of $79.9 million incurred in connection with the Marel Transaction, higher compensation expense from the long term incentive plan as well as merit increases, and higher marketing expenses.
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Costs include direct costs, such as labor and raw materials and indirect costs such as manufacturing overhead and amortization of capitalized software to be sold, and patents and acquired technology intangible assets. Selling, General and Administrative Selling expense primarily consists of employee-related expenses for sales, marketing and public relations employees.
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The increase was partially offset by savings from our restructuring program. 44 Pension expense, other than service cost Pension expense, other than service cost increased $26.6 million compared to the same period in the prior year.
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Selling expense also includes trade show, market research, advertising and other related external marketing expense as well as office and software related costs to support sales. General and administrative expense consists of employee-related expenses, stock based compensation and other expenses that support finance, human resource, legal, and internal-use information technology functions at our business units and our corporate offices.
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This increase was primarily due to the settlement charge of $23.3 million recognized in the fourth quarter of 2024 as part of the partial termination of the U.S. qualified defined benefit pension plan. The remaining increase was primarily due to a lower expected return on pension assets in 2024 compared to the prior year.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeMarket Risk and Interest Rate Risk As of December 31, 2023, we had four interest rate swaps executed in March 2020 with a combined notional amount of $200 million expiring in April 2025, and one interest rate swap executed in May 2020 with a notional amount of $50 million expiring in May 2025.
Biggest changeAs of December 31, 2024, we had four interest rate swaps executed in March 2020 with a combined notional amount of $200 million expiring in April 2025, and one interest rate swap executed in May 2020 with a notional amount of $50 million expiring in May 2025.
Financial statements of our foreign subsidiaries for which the U.S. dollar is not the functional currency are translated into U.S. dollars. As a result, we are exposed to foreign currency translation risk. 45 When we sell or purchase products or services, transactions are frequently denominated in currencies other than an operation’s functional currency.
Financial statements of our foreign subsidiaries for which the U.S. dollar is not the functional currency are translated into U.S. dollars. As a result, we are exposed to foreign currency translation risk. When we sell or purchase products or services, transactions are frequently denominated in currencies other than an operation’s functional currency.
We do not apply hedge accounting for our foreign currency forward instruments. We economically hedge our recognized foreign currency assets and liabilities to reduce the risk that our earnings and cash flows will be adversely affected by fluctuations in foreign currency exchange rates.
We do not apply hedge accounting for our foreign currency forward instruments. 53 We economically hedge our recognized foreign currency assets and liabilities to reduce the risk that our earnings and cash flows will be adversely affected by fluctuations in foreign currency exchange rates.
This analysis was based on a modeling technique that measures the hypothetical market value resulting from a 50 basis point change in interest rates. This adverse change in the applicable interest rates would result in a decrease of $1.4 million in the net fair value of our interest rate swaps for $250 million of notional value expiring in 2025.
This analysis was based on a modeling technique that measures the hypothetical market value resulting from a 50 basis point change in interest rates. This adverse change in the applicable interest rates would result in a decrease of $0.1 million in the net fair value of our interest rate swaps for $250 million of notional value expiring in 2025.
We do not use derivative financial instruments where the objective is to generate profits solely from trading activities. At December 31, 2023 and 2022, our derivative holdings consisted of foreign currency forward contracts and foreign currency instruments embedded in purchase and sale contracts and interest rate swap contracts.
We do not use derivative financial instruments where the objective is to generate profits solely from trading activities. At December 31, 2024 and 2023, our derivative holdings consisted of foreign currency forward contracts and foreign currency instruments embedded in purchase and sale contracts and interest rate swap contracts.
Additionally, we carry the Notes at face value, less any unamortized issuance costs, on the balance sheet and present the fair value for disclosure purposes only. 46
Additionally, we carry the Notes at face value, less any unamortized issuance costs, on the balance sheet and present the fair value for disclosure purposes only. 54
These forward-looking disclosures address potential impacts from market risks only as they affect our financial instruments. They do not include other potential effects resulting from changes in foreign currency exchange rates, interest rates, commodity prices or equity prices that could impact our business. Foreign Currency Exchange Rate Risk During 2023, our foreign subsidiaries generated 43% of our revenue.
These forward-looking disclosures address potential impacts from market risks only as they affect our financial instruments. They do not include other potential effects resulting from changes in foreign currency exchange rates, interest rates, commodity prices or equity prices that could impact our business. Foreign Currency Exchange Rate Risk During 2024, our foreign subsidiaries generated 46% of JBT's revenue.
A 10% adverse movement in the foreign currency exchange rates would reduce the value of our derivative instruments by $7.4 million (pre-tax) as of December 31, 2023. This amount would be reflected in our net income but would be significantly offset by the changes in the fair value of the underlying hedged assets and liabilities.
A 10% adverse movement in the foreign currency exchange rates would reduce the value of our derivative instruments by $11.9 million (pre-tax) as of December 31, 2024. This amount would be reflected in our net income but would be significantly offset by the changes in the fair value of the underlying hedged assets and liabilities.
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Market Risk and Interest Rate Risk Our borrowings from the revolving credit facility subject us to market risk associated with movements in interest rates. We had $604.0 million in variable rate debt outstanding at December 31, 2024. A hypothetical 10% adverse movement in the interest rate would increase our annual interest expense by $3.5 million.

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