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Item 1. Business

2024-02-29 compared with 2023-03-01 · 156 added, 153 removed, 385 unchanged (45% of the section changed)

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BSI BioSpin also manufactures and sells single and multiple modality systems using MRI, PET, SPECT, CT and MPI Technologies (each as defined below).

BSI BioSpin’s products, which have particular application in structural proteomics, drug discovery, pharmaceutical and biotechnology research and production, and the food and materials science fields, provide customers with the ability to determine the structure, dynamics, and function of specific molecules, such as proteins, and thus allows them to understand fundamental biological processes including the formation and progression of diseases.

Furthermore, BSI BioSpin’s product enables the characterization of mixtures and also complex materials, rendering them high value-added tools for a variety of industrial applications.

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Software offerings include analytical instrumentation and data management support for life sciences and other industries to accelerate research, product development and process optimization.

The majority of BSI BioSpin’s customers are academic and government research facilities.

Other customers include pharmaceutical and biotechnology companies;

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and nonprofit laboratories.

During 2022, we continued to enable access to our high-performance GHz NMR technology.

Four additional GHz NMR systems, representing the top end of our portfolio, were accepted by our customers (two 1.2 GHz and two 1.0 GHz).

We continued to enable access to our high-performance GHz NMR technology.

Four additional GHz NMR systems, representing the top end of our portfolio, were accepted by our customers (two 1.2 GHz, one 1.1 GHz, and one 1.0 GHz).

This was supported by the launch of a unique single-story 1.0 GHz system that significantly reduces footprint, weight, and ceiling height requirements and cuts liquid helium consumption by two-thirds.

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In addition, the introduction of the new MRI portfolio for preclinical imaging markets eliminates the need for liquid helium or nitrogen refills while providing high field sensitivity and resolution for advanced MRI and PET/MR research.

BSI BioSpin Segment’s instruments are based on the following technology platforms:

NMR —Nuclear magnetic resonance;

EPR —Electron paramagnetic resonance;

MRI —Magnetic resonance imaging;

MPI —Magnetic particle imaging;

PET —Positron emission tomography;

SPECT —Single photon emission tomography;

CT —Computed tomography.

BSI BioSpin Segment’s instruments are based on the following technology platforms:

• NMR —Nuclear magnetic resonance;

• EPR —Electron paramagnetic resonance;

• MRI —Magnetic resonance imaging;

• MPI —Magnetic particle imaging;

• PET —Positron emission tomography;

• SPECT —Single photon emission tomography;

• CT —Computed tomography.

NMR is a qualitative and quantitative analytical technique that is used to determine the molecular structure and purity of a sample.

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PET is a process of creating an image from positrons after administration of a positron emitting radionuclide to the body of an animal.

Annihilation of the positron produces two photons which show an angle of 180°

between them, distinguishing these photons from photons originating from other sources.

Annihilation of the positron produces two photons which show an angle of 180° between them, distinguishing these photons from photons originating from other sources.

The PET tracer enriches in certain regions of interest within the body and gains molecular information from the animal in vivo .

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BSI CALID Segment

The BSI CALID Segment comprises the Bruker Life Sciences Mass Spectrometry, Bruker Microbiology and Diagnostics and Bruker Optics Divisions.

The BSI CALID Segment comprises the Bruker Life Sciences Mass Spectrometry, Bruker Applied Mass Spectrometry, Bruker Microbiology and Diagnostics and Bruker Optics Divisions.

The Bruker Life Sciences Mass Spectrometry primarily designs, manufactures and distributes life science mass spectrometry, or MS, instruments that can be integrated and used along with sample preparation or chromatography instruments to design an analytical workflow and mass spectrometry-based solutions including informatics software.

Bruker Life Science Mass Spectrometry products are used in research, pharmaceutical and biotechnology development.

Bruker Applied Mass Spectrometry primarily designs solutions based on mass spectrometry for the food, environmental, forensics, clinical research, and industrial markets.

Analytical areas such as toxicology, safety, authenticity, adulteration, quality control of starting and finished goods are amongst the applications covered and are used across industrial, government and academic institutes.

Mass spectrometers are sophisticated devices that measure the mass or weight of a molecule and can provide accurate information on the identity, quantity and primary structure of the molecule.

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These products are utilized in industry, government and academia for a wide range of applications and solutions for life science, pharmaceutical, food and agricultural analysis, quality control and process analysis applications.

Infrared and Raman spectroscopy are widely used in both research and industry as simple, rapid, nondestructive and reliable techniques for applications ranging from basic sample identification and quality control to advanced research and also in remote sensing setups for environmental control.

Infrared and Raman spectroscopies are widely used in both research and industry as simple, rapid, nondestructive and reliable techniques for applications ranging from basic sample identification and quality control to advanced research and also in remote sensing setups for environmental control.

The Bruker Optics Division also utilizes Fourier transform and dispersive Raman measurement techniques on an extensive range of laboratory and process spectrometers.

The Bruker Optics Division’s products are complemented by a wide range of sampling accessories and techniques, which include, among others, microanalysis and high-throughput screening to help users find suitable solutions to analyze their samples effectively.

Customers of our BSI CALID Segment include pharmaceutical, biotechnology and diagnostics companies, contract research organizations, academic institutions, medical schools, nonprofit or for-profit forensic laboratories, agriculture, food and beverage safety, environmental and clinical microbiology laboratories, hospitals, and government departments and agencies.

During 2022, we launched a number of new mass spectrometry-based solutions and additional workflows, including the timsTOF HT (High-Throughput) mass spectrometer enabling researchers to analyze proteins within high sensitivity and improved linear dynamic range important for plasma proteomics applications, and microGRID capability for the timsTOF Flex MALDI and MALDI-2 platforms allowing 5um spatial resolution for tissue imaging.

The Bruker LSMS Division has launched a number of new mass spectrometry-based solutions and additional workflows, including the timsTOF Ultra mass spectrometer, the evolution of our timsTOF SCP, enabling researchers to analyze proteins from even sub-single cell amounts allowing for increased throughput in immunopeptidomic workflows while also increasing linear dynamic range.

The microGRID capability for the timsTOF flex and MALDI-2 platforms allowing 5 um spatial resolution for tissue imaging.

In tissue, protein analysis using MALDI Imaging applications were enhanced by the launch of the MALDI Hi-Plex Immunohistochemistry (IHC) labels that can potentially allow for multiplexing hundreds of proteins in a single MALDI-TOF analysis.

The photocleavable mass tag approach used in the HiPlex IHC technique are uniquely formulated for high-sensitivity MALDI mass spectrometry analysis.

In 2022, the BSI CALID Segment acquired Prolab AG, a Swiss-based, microfluidics components manufacturer whose components are an integral part of the nanoElute nanoflow LC system and PepSep, a nanocolumns manufacturer to augment the proteomics workflow for the timsTOF platform.

Since its launch in 2016, the timsTOF has evolved into five variants, namely the Pro2, the HT, the SCP, the Flex and Flex MALDI-2 platforms which showcases the power of trapped ion mobility for life sciences applications such as multiomics and tissue imaging.

In 2022, Prolab AG was acquired, a Swiss-based, microfluidics components manufacturer whose components are an integral part of the nanoElute nanoflow LC system and PepSep, a nanocolumns manufacturer to augment the proteomics workflow for the timsTOF platform.

This was further augmented by the 2022 acquisition of PreOmics, a company specializing in sample preparation with their iST-workflow for efficient and automatable sample clean-up as well as the beatbox enabling easy-to-use tissue lysis.

The 2023 acquisition of the Swiss-based Biognosys AG further enhances the post-processing portfolio with their industry leading software Spectronaut for DIA data analysis as well as granting access to important quality control tools like the iRT Kits, rounding out the workflow options from sample preparation until final data processing and interpretation.

In 2023 Fasmatech was acquired gaining an additional R&D site in Athens as well as access to the Omnitrap technology allowing research into addition fragmentation methods.

Since its launch in 2016, the timsTOF has evolved into six variants, namely the Pro 2, the HT, the SCP, the Ultra, the fleX and the fleX MALDI-2 platforms which showcases the power of trapped ion mobility for life sciences applications such as multiomics, tissue imaging, single cell analysis and immunopeptidomics.

In 2023, the newly formed BAMS Division, launched its first dedicated solution based on the EVOQ DART TQ+ which focused on driving chromatography-free mass spectrometry as a faster and greener analytical innovation to move away from lengthy chromatographic methods.

One of the initial key strategies centers on addressing the clinical and forensic toxicology market in the USA, aided by the acquisition of PinPoint with their ToxBox technology.

In our microbiology and molecular diagnostics markets, we introduced the MALDI Biotyper Sirius broadly into the market.

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SARS-CoV 2, influenza A, influenza B and respiratory syncytial virus (RSV).

During 2020, the Bruker Optics division launched LUMOS II, a fully automated stand-alone FTIR imaging microscope.

Our Bruker Optics division launched LUMOS II during 2020, a fully automated stand-alone FTIR imaging microscope.

LUMOS II provides ultrafast FTIR imaging capabilities based on modern focal plane array (FPA) detector technology.

The novel LUMOS II is designed to identify particles, to determine coatings and contamination, and to reveal the polymeric composition of plastics.

The BSI CALID Segment’s instruments are based on the following technology platforms:

MALDI-TOF —Matrix-assisted laser desorption ionization time-of-flight mass spectrometry, including tandem time-of-flight systems (MALDI-TOF);

ESI-TOF —Electrospray ionization time-of-flight spectrometry, including trapped ion mobility (TIMS) based on ESI-quadrupole-TOF mass spectrometry (timsTOF);

MRMS —Magnetic resonance mass spectrometry, including hybrid systems with a quadrupole front end (Q-q-MRMS);

ITMS —Ion trap mass spectrometry;

GC-MS —Gas chromatography-mass spectrometry systems utilizing triple-quadrupole time-of-flight mass spectrometry;

LC-MS —Liquid chromatography-mass spectrometry systems utilizing triple-quadrupole time-of flight mass spectrometry;

FT-IR —Fourier transform-infrared spectroscopy;

NIR —Near-infrared spectroscopy;

PCR —Polymerase chain reaction;

Raman —Raman spectroscopy.

During 2022, the Bruker Optics division launched HYPERION II with QCL microscopy (ILIM) as the leading IR microscope, which provides IR imaging down to the diffraction limit.

HYPERION II ILIM combines FT-IR and Infrared Laser Imaging microscopy for the first time in a single device, offering all three measurement modes:

transmission, reflection, and ATR.

With Hyperion II ILIM users can access an IR microscope that combines FT-IR and QCL technology in one instrument.

During 2023 the Bruker Optics division launched Mobile IR II, a mobile FT-IR spectrometer with laboratory performance, and Matrix-F II, a dedicated FT-NIR process spectrometer.

Mobile IR II is one of the only portable FT-IR spectrometers with true lab-grade spectral performance.

MATRIX-F II is the only FT-NIR spectrometer which can measure material in contact as well as contactless with just one instrument using light fiber technology.

It allows direct measurements in process reactors and pipelines, leading to a better understanding and control of the process.

The BSI CALID Segment’s instruments are based on the following technology platforms:

• MALDI-TOF —Matrix-assisted laser desorption ionization time-of-flight mass spectrometry, including tandem time-of-flight systems (MALDI-TOF);

• ESI-TOF —Electrospray ionization time-of-flight spectrometry, including trapped ion mobility (TIMS) based on ESI-quadrupole-TOF mass spectrometry (timsTOF);

• MRMS —Magnetic resonance mass spectrometry, including hybrid systems with a quadrupole front end (Q-q-MRMS);

• ITMS —Ion trap mass spectrometry;

• GC-MS —Gas chromatography-mass spectrometry systems utilizing triple-quadrupole time-of-flight mass spectrometry;

• LC-MS —Liquid chromatography-mass spectrometry systems utilizing triple-quadrupole time-of flight mass spectrometry;

• FT-IR —Fourier transform-infrared spectroscopy;

• NIR —Near-infrared spectroscopy;

• PCR —Polymerase chain reaction;

• Raman —Raman spectroscopy.

MALDI-TOF mass spectrometers utilize an ionization process to analyze solid samples using a laser that combines high sample throughput with high mass range and sensitivity.

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MRMS systems utilize high-field superconducting magnets to offer the highest resolution, selectivity, and mass accuracy currently achievable in mass spectrometry.

Our systems based on this technology often eliminate the need for time-consuming

separation techniques in complex mixture analyses.

Our systems based on this technology often eliminate the need for time-consuming separation techniques in complex mixture analyses.

In addition, our systems can fragment molecular ions to perform exact mass analysis on all fragments to determine molecular structure.

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As a complementary technique to GC-MS, which analyzes volatile compounds, LC-MS can be used to analyze a wide range of non-volatile compounds in complex samples.

Our LC-MS systems are available in a wide range of configurations to suit a user’s specific needs.

Although primarily used for life science applications, our LC-MS systems also have applications in food and product safety, forensics and clinical and toxicology testing, as well as environmental, pharmaceutical and chemical analysis.

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The BSI Nano Segment comprises the Bruker AXS, Bruker Nano Analytics, Bruker Nano Surfaces and Metrology divisions, Consolidated Fluorescence Microscopy, Canopy Biosciences and Acuity Business Units.

The Bruker AXS Division designs, manufactures and distributes advanced X-ray instruments that use electromagnetic radiation with extremely short wavelengths to

determine the characteristics of matter and the three-dimensional structure of molecules.

This includes a product portfolio of instruments based on X-ray fluorescence spectroscopy (XRF), X-ray diffraction (XRD) and X-ray micro computed tomography (µCT), or X-ray microscopy, as well as spark optical emission spectroscopy systems (S-OES) used to analyze the concentration of elements in metallic samples.

The Bruker Nano Analytics Division manufactures and markets analytical tools for electron microscopes, including energy-dispersive X-ray spectrometers (EDS), electron backscatter diffraction systems (EBSD) and µCT accessories, as well as mobile and bench top micro X-ray fluorescence (µXRF), total reflection X-ray fluorescence spectrometers (TXRF) and handheld, portable and mobile X-ray fluorescence (HMP-XRF) spectrometry instruments.

The Bruker Nano Surfaces and Metrology Division’s products include atomic force microscopy instrumentation (AFM).

The Bruker AXS Division designs, manufactures and distributes advanced X-ray instruments that use electromagnetic radiation with extremely short wavelengths to determine the characteristics of matter and the three-dimensional structure of molecules.

The Bruker Nano Surfaces and Metrology Division’s products include atomic force microscopy instrumentation (AFM).

Such instruments provide atomic or near atomic resolution of surface topography and nanoscale, mechanical, electrical and chemical information using nano scale probes.

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The Consolidated Fluorescence Microscopy Business Unit provides advanced optical fluorescence microscopy instruments with multi-photon, multipoint scanning confocal, miniature head-mount, 3D super-resolution, light-sheet modalities for studies in life science applications.

The Canopy Division provides products and services to support the multi-omics needs of researchers in translational research, drug and biomarker discovery.

The Canopy Business Unit provides products and services to support the multi-omics needs of researchers in translational research, drug and biomarker discovery.

Customers of our BSI Nano Segment include academic institutions, governmental customers, nanotechnology companies, semiconductor companies, raw material manufacturers, industrial companies, biotechnology and pharmaceutical companies, and other businesses involved in materials analysis.

During 2022, we launched several new products including Tribolab HD, InfiniteFocus G6, CellHesion 300, IconIR 300, NanoMET II, fp-III Depo, Rhazer-III HSPT, Skyscan 1272, Quantax Gen 7, Cellscape and Investigator+ .

We acquired Inscopix, Inc., a neuroscience pioneer and market leader of miniaturized microscopes and Neurescence Inc., an innovative provider of ultralight fiber-bundle MultiscopesTM for simultaneous multi-region, optical functional neuroimaging.

During 2023, we launched several new products including D6 Phaser, TI 990, Infinite Focus G6, and NanoMet .

In October 2023 we acquired PhenomeX Inc., a functional cell biology company renamed Bruker Cellular Analysis or “BCA” that provides single-cell biology research tools to deliver deep insights into cellular function and new perspectives on phenomes and genotype-to-phenotype.

The BSI Nano Segment systems are based on the following technology platforms:

XRD —Polycrystalline X-ray diffraction, often referred to as X-ray diffraction;

XRF —X-ray fluorescence, also called X-ray spectrometry, including handheld XRF systems;

SC-XRD—

Single crystal X-ray diffraction, often referred to as X-ray crystallography;

µCT—

X-ray micro computed tomography, X-ray microscopy;

Energy dispersive X-ray spectroscopy on electron microscopes;

Electron backscatter diffraction on electron microscopes;

S-OES—

Spark optical emission spectroscopy;

CS/ONH—

Combustion analysis for carbon, sulfur, oxygen, nitrogen, and hydrogen in solids;

AFM —Atomic force microscopy;

FM —Fluorescence microscopy;

SOM —Stylus and optical metrology;

TMT —Tribology and mechanical test systems for analysis of friction and wear;

NanoIR —Nanoscale infrared spectroscopy;

Alicona —Focus variation optical technology for non-contact dimensional metrology;

Canopy —Multiplexed fluorescence-based single cell imaging for suspended cells and tissues as well as multi-omics sample characterization.

• XRD —Polycrystalline X-ray diffraction, often referred to as X-ray diffraction;

• XRF —X-ray fluorescence, also called X-ray spectrometry, including handheld XRF systems;

• SC-XRD— Single crystal X-ray diffraction, often referred to as X-ray crystallography;

• µCT— X-ray micro computed tomography, X-ray microscopy;

• EDS— Energy dispersive X-ray spectroscopy on electron microscopes;

• EBSD— Electron backscatter diffraction on electron microscopes;

• S-OES— Spark optical emission spectroscopy;

• CS/ONH— Combustion analysis for carbon, sulfur, oxygen, nitrogen, and hydrogen in solids;

• AFM —Atomic force microscopy;

• FM —Fluorescence microscopy;

• SOM —Stylus and optical metrology;

• TMT —Tribology and mechanical test systems for analysis of friction and wear;

• NanoIR —Nanoscale infrared spectroscopy;

• Alicona —Focus variation optical technology for non-contact dimensional metrology

• Canopy —Multiplexed fluorescence-based single cell imaging for suspended cells and tissues as well as multi-omics sample characterization;

• BCA —Optofluidic platforms and Proteomic Barcoding platforms

XRD systems investigate polycrystalline samples or thin films with single wavelength X-rays.

The atoms in the polycrystalline sample scatter the X-rays to create a unique diffraction pattern recorded by a detector.

Computer software processes the pattern and produces a variety of information, including stress, texture, qualitative and quantitative phase composition, crystallite size, percent

crystallinity and layer thickness, composition, defects and density of thin films and semiconductor material.

Computer software processes the pattern and produces a variety of information, including stress, texture, qualitative and quantitative phase composition, crystallite size, percent crystallinity and layer thickness, composition, defects and density of thin films and semiconductor material.

Our XRD systems contribute to a reduction in the development cycles for new products in the catalyst, polymer, electronic, optical material and semiconductor industries.

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Our SC-XRD systems are designed for use in the life sciences industry, academic research and a variety of other applications.

µCT is X-ray imaging in 3D, by the same method used in hospital CT scans, but on a small scale with massively increased resolution.

3D microscopy allows users to image the internal structure of objects non-destructively on a very fine scale.

Bruker µCT is available in a range of easy-to-use desktop instruments, which generate 3D images of the sample’s morphology and internal microstructure with resolution down to the sub-micron level.

Our µCT systems are used for numerous applications in materials research and in the life sciences industry.

Bruker µCT is available in a range of easy-to-use desktop instruments, which generate 3D images of the sample’s morphology and internal microstructure with resolution down to the sub-micron level.

Our µCT systems are used for numerous applications in materials research and in the life sciences industry.

EDS systems analyze the chemical composition of materials under investigation in electron microscopes by utilizing the fact that atoms of different chemical elements, when exposed to the high energy electron beam generated by the microscope, irradiate X-rays of different characteristic energy.

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EBSD systems are used to perform quantitative microstructure analysis of crystalline samples in electron microscopes.

The microscope’s electron beam strikes the tilted sample and diffracted electrons form a pattern on a fluorescent screen.

This pattern is characteristic of the crystal structure and orientation of the sample region from which it was generated.

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Our products include two-photon microscopes, multipoint scanning confocal microscopes, miniature head-mounted microscopes, super-resolution microscopes, light-sheet microscopes, laser illumination sources, photoactivation, photostimulation and photoablation accessories and synchronization and analysis software.

Two-photon microscopes allow imaging deep into tissues and cells and are used widely in

neuroscience.

Two-photon microscopes allow imaging deep into tissues and cells and are used widely in neuroscience.

Multipoint scanning confocal systems allow live cell imaging with rapid acquisition of images for structural and composition analysis.

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Canopy provides spatial profiling services and instruments which include both our CellScape instrument and ChipCytometry service for quantitative, high plex, targeted spatial proteomics in single cell and tissues.

These technologies, along with Canopy’s more basic IHC and FISH services, allow researchers to elucidate gene and protein expression in a spatial context, which is useful for deep biological insight into gene expression and for the development of biomarkers.

Canopy also provides transcriptional profiling services covering a variety of assays, including RNASeq and qPCR.

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These services generally incorporate a data analysis service as well and can be utilized with multiple types of samples from very early discovery research through clinical trials.

BCA provides customers with, among other offerings, Optofluidic platforms such as the Beacon and Beacon Select as well as Proteomic Barcoding platforms, such as the IsoLight System and the IsoSpark System.

These platforms provide scientists with opportunities to perform cell biology research through experiments using our proprietary consumables.

The BEST Segment designs, manufactures and distributes superconducting materials, primarily metallic low temperature superconductors, for use in magnetic resonance imaging, nuclear magnetic resonance, fusion energy research and other applications.

Additionally, BEST develops, manufactures and markets sophisticated devices and complex tools based primarily on metallic low temperature superconductors that have applications in “big science”

research, including radio frequency accelerator cavities and modules, power couplers and linear accelerators.

BEST also manufactures and sells non-superconducting high technology tools, such as synchrotron and beamline instrumentation, principally to customers engaged in materials research and “big science”

research projects.

Additionally, BEST develops, manufactures and markets sophisticated devices and complex tools based primarily on metallic low temperature superconductors that have applications in “big science” research, including radio frequency accelerator cavities and modules, power couplers and linear accelerators.

Sales and Marketing

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Seasonal Nature of Business

Historically, we have higher levels of revenue in the fourth quarter and lower levels of revenues in the first quarter of the year, which we believe is influenced by our customers’

budgeting cycles.

Historically, we have higher levels of revenue in the fourth quarter and lower levels of revenues in the first quarter of the year, which we believe is influenced by our customers’ budgeting cycles.

Major Customers

We have a broad and diversified customer base and we do not depend on any single customer.

No single customer accounted for more than 10% of revenue in any of the last three fiscal years or more than 10% of accounts receivable as of December 31, 2022 or 2021.

No single customer accounted for more than 10% of revenue in any of the last three fiscal years through December 31, 2023, nor more than 10% of accounts receivable as of December 31, 2023, and 2022.

Our existing products and solutions and any products and solutions that we develop in the future may compete in multiple, highly competitive markets.

In addition, there has been a trend towards consolidation in our industries and many of our competitors have substantially greater financial, technical and marketing resources than we do.

In addition, there has been a trend towards consolidation in our industries and some of our competitors have substantially greater financial, technical and marketing resources than we do.

Our competitors may succeed in developing and offering products that could render our products or those of our strategic partners obsolete or noncompetitive.

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Dollar or Euro.

In addition, many of these competitors have significantly more experience in the life sciences, chemical and materials markets.

In addition, some of these competitors have significantly more experience in the life sciences, chemical and materials markets.

Our ability to compete successfully will depend on our ability to develop proprietary products that reach our target markets in a timely manner and are technologically superior to and/or less expensive, or more cost effective, than products marketed by our competitors.

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BSI BioSpin Segment Competition

The BSI BioSpin Segment competes with companies that offer magnetic resonance spectrometers, mainly JEOL, QOne Instruments, Nanalysis and Oxford Instruments.

The BSI BioSpin Segment competes with companies that offer magnetic resonance spectrometers, mainly JEOL, QOne Instruments, Ciqtek, Magritek, Nanalysis and Oxford Instruments.

In the field of preclinical imaging, BioSpin competes with PerkinElmer Inc., Mediso, Trifoil, MR Solutions and others.

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The BSI CALID Segment competes with a variety of companies that offer mass spectrometry-based and molecular spectrometry-based systems.

BSI CALID’s competitors in the life science markets and chemical and applied markets include Danaher, Agilent, GE-Healthcare, Waters, Thermo Fisher Scientific, Shimadzu, Hitachi and JEOL.

In the microbiology market, CALID competes with Biomerieux.

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CALID also competes with a variety of companies that offer molecular spectrometry-based systems, including Thermo Fisher Scientific, PerkinElmer, Agilent, Foss, ABB Bomem, Buchi, Shimadzu, Horiba, Rigaku and Jasco.

CALID’s CBRNE detection customers are highly fragmented, and it competes with a number of companies in this area, of which the most significant competitor is Smiths Detection.

BSI Nano Segment Competition

The BSI Nano Segment competes with companies that offer analytical X-ray solutions, OES systems, AFM and SOM systems and optical fluorescence systems, primarily Rigaku, Oxford Instruments, Agilent, Thermo Fisher Scientific, Ametek’s Spectro and Edax divisions, PANalytical, Park Systems, Olympus, Nikon, Zeiss and Danaher’s Leica business.

BEST Segment Competition

BEST competes with Luvata, Western Superconducting Technologies Co., Ltd.

(WST), and Jastec Co., Ltd.

BEST competes with Western Superconducting Technologies Co., Ltd.

(WST), Luvata, and Jastec Co., Ltd.

in low temperature superconducting materials.

BEST further competes with Zanon, Mitsubishi Electric and AES in the development and supply of accelerator cavities, with Thales, Toshiba and CPI International in the development and supply of radio frequency couplers, with Mitsubishi Heavy Industries in the development and supply of superconducting accelerator modules and with AES and Thales for electron linear accelerators.

Manufacturing and Supplies

Manufacturing and Suppliers

Several of our manufacturing facilities are certified under ISO 9001:2008 and ISO 13485, international quality standards.

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and Karlsruhe, Germany.

We manufacture and test our preclinical imaging products at our facilities in Ettlingen, Germany;

We manufacture and test our preclinical imaging products at our facilities in Ettlingen and Leipzig, Germany;

Wissembourg, France;

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We manufacture and test our X-ray, OES and AFM products at our facilities in Penang, Malaysia;

Karlsruhe, Germany;

Berlin, Germany;

Karlsruhe and Berlin, Germany;

Santa Barbara, California, U.S.A.;

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The BSI BioSpin Segment maintains technical competencies in core magnetic resonance technologies and single- and multimodal imaging technologies and capabilities, including NMR, EPR, MRI, MPI, PET and CT.

The most recent technological innovations included Bruker’s ultra-high-field class in the NMR and MRI product lines and the benchtop Fourier NMR platform.

As part of our continuous development of systems and software, we have achieved major milestones in 2023 to make NMR and MRI technologies accessible to more labs, such as reduced siting requirements.

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Penang, Malaysia;

Madison, Wisconsin, Eden Prairie, Minnesota, San Jose and Santa Barbara, California, and St.

Madison, Wisconsin, Eden Prairie, Minnesota, San Jose, Santa Barbara and Emeryville, California, and St.

Louis, Missouri, U.S.A.

The BSI Nano Segment maintains technical competencies in core X-ray technologies and capabilities, including detectors used to sense X-ray and X-ray diffraction patterns, X-ray sources and optics that generate and focus the X-rays, robotics and sample handling equipment that holds and manipulates the experimental material, and software that generates the structural data.

the structural data.

Recent projects include fluorescence microscopy with simultaneous, all-optical stimulation and imaging platforms for optogenetics neuroscience research and light sheet cell microscopy systems, which enable brain research and high-resolution live cell research and single-cell biology research tools to deliver deep insights into cellular function and new perspectives on phenomes and genotype-to-phenotype linkages.

The BSI Nano Segment also has competencies in AFM technology, which involve sub-angstrom level position and motion control, as well as sub-pico newton force control.

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Under some of these government contracts, the government may receive license or similar rights to intellectual property developed under the contract.

However, under government contracts we enter we generally receive at least non-exclusive rights to any items or technologies we develop.

However, under the government contracts we enter, we generally receive at least non-exclusive rights to any items or technologies we develop.

Although we transact business with various government agencies, we believe that no government contract is of such magnitude that a renegotiation of profits or termination of the contract or subcontracts at the election of the government would have a material adverse effect on our financial results.

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Our products are subject to the U.S.

Food and Drug Administration’s, or the FDA’s, requirements for electronic radiation emitting products, which include requirements related to record-keeping and reporting;

notification;

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Bruker AXS also reports installations of its products to state government regulatory agencies responsible for the regulation of radiation emitting devices.

For sales in Germany, Bruker AXS registers each system with the local authorities.

In some countries where Bruker AXS sells systems, Bruker AXS uses the license we obtained from the federal authorities in Germany to assist it in obtaining a license from the country in which the sale occurs.

Our Bruker AXS subsidiary possesses low-level radiation materials licenses from the local radiation safety authority, Gewerbeaufsichtsamt Karlsruhe, for its facility in Karlsruhe, Germany;

and from the local radiation safety authority, Kanagawa Prefecture, for its facility in Yokohama, Japan, as well as from various other countries in which it sells its products.

For sales in Germany, Bruker AXS registers each product with the local authorities.

In some countries where Bruker AXS sells systems, Bruker AXS uses the certificate that Bruker AXS obtained from the federal authorities in Germany to assist it in obtaining a license, registration or certificate, as applicable, from the country or its relevant authorities in which the sale occurs.

Our Bruker AXS subsidiary possesses low-level radiation materials licenses from the local radiation safety authority, Gewerbeaufsichtsamt Karlsruhe, for its facility in Karlsruhe, Germany, and from the local radiation safety authority, Kanagawa Prefecture, for its facility in Yokohama, Japan, as well as from various other countries in which it sells its products.

Our Bruker Daltonics subsidiary possesses low-level radiation licenses for facilities in Billerica, Massachusetts and Leipzig, Germany.

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We also are required to maintain processes and systems for medical device product submissions.

For example, our MALDI Biotyper CA system is subject to regulation by the FDA as a medical device and requires FDA premarket review and clearance via the 510(k) premarket notification process and our IVD-CE Certified MALDI BioTyper system is subject to regulation in the European Union under the provisions of Directive 98/79/EC.

In addition, certain product changes, including changes to the product indications or label claims, could trigger the requirement for a new 510(k) or other FDA or foreign regulatory premarket submission.

The process of obtaining marketing approval, authorization, or clearance from the FDA and comparable foreign regulatory authorities for new products, or for enhancements or modifications to existing products, could take a significant amount of time, require the expenditure of substantial financial and other resources, and require rigorous and expensive pre-clinical and clinical testing.

The process of preparing a premarket submission to, and obtaining marketing approval, authorization, or clearance from the FDA and comparable foreign regulatory authorities (including notified bodies in the EU) for new products, or for enhancements or modifications to existing products, could take a significant amount of time, require the expenditure of substantial financial and other resources, and require rigorous and expensive pre-clinical and clinical testing.

Additionally, the FDA or comparable foreign regulatory authorities could impose limitations on the indications for use of our products.

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Both before and after a medical device product is commercially released, we have ongoing responsibilities under FDA and foreign regulations.

For example, we are required to comply with the FDA’s Quality System Regulation, which sets forth the good manufacturing requirements for medical devices.

These include requirements related to design controls, production and process controls, process validation, purchasing controls, supplier oversight, complaint handling and investigation, corrective and preventative actions, and record-keeping.

In addition, the FDA’s medical device reporting regulation requires us to provide information to the FDA whenever we become aware that there is evidence that reasonably suggests that a device may have caused or contributed to a death or serious injury or, that a malfunction occurred which would be likely to cause or contribute to a death or serious injury upon recurrence.

We are also required to report to the FDA if we initiate a device removal (recall) or correction to reduce a risk to health posed by the device or to remedy a violation which may present a risk to health.

The FDA and comparable foreign regulatory authorities also regulate the promotion and marketing of medical devices and require that manufacturers only make promotional claims or statements that are consistent with the indications and labeling cleared, authorized, or approved by the FDA or other regulatory authorities.

The FDA and comparable foreign regulatory authorities may take enforcement action against us, should the FDA determine we have engaged in “off-label”

promotion or other violative marketing activities.

The FDA and comparable foreign regulatory authorities may take enforcement action against us, should the FDA determine we have engaged in “off-label” promotion or other violative marketing activities.

The European Union Directive 98/97/EC (IVDD) was replaced by the Regulation (EU) 2017/746 of April 5, 2017, on in vitro diagnostic medical devices (IVDR).

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The IVDR also requires new databases to be set up to track which devices are CE marked and to register clinical studies and post-market monitoring.

In addition, tracing is enhanced by a Unique Device Identification (UDI) System

and through requirements on other economic operators in the supply chain.

Our products currently approved under the IVDD, and not already placed on the market or put into service, must be recertified under the IVDR.

In addition, tracing is enhanced by a Unique Device Identification (UDI) System and through requirements on other economic operators in the supply chain.

Our products that are currently approved under the IVDD, and not already placed on the market or put into service, must be recertified under the IVDR.

Our backlog consists of firm orders under non-cancelable purchase orders received from customers.

Total remaining performance obligations as of December 31, 2023, and 2022 was approximately $2,226.7 million and $2,258.8 million, respectively.

The increase in our backlog in 2022 when compared to 2021 is due to strengthening demand in our BSI order bookings as of December 31, 2022.

We generally experience variable and fluctuating revenues in the first three quarters of the year, while our fourth quarter revenues have historically been stronger than the rest of the year.

The modest decrease in our backlog in 2023 compared to 2022 was primarily driven by lower BEST order bookings as of December 31, 2023.

We generally experience varying revenue levels in the first three quarters of the year, while our fourth quarter revenues have historically been stronger than the rest of the year.

As a result, backlog on any particular date can be indicative of our short-term revenue performance but is not necessarily a reliable indicator of long-term revenue performance.

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Further, we strive to create a work environment that promotes integrity, respect and trust among our employees.

As of December 31, 2022 and 2021, we had approximately 8,525 and 7,765 full-time employees worldwide, respectively.

Of these employees, approximately 1,410 and 1,230 were located in the United States at December 31, 2022 and 2021, respectively.

As of December 31, 2023, and 2022, we had 9,707 and 8,525 full-time employees worldwide, respectively, of which 1,792 and 1,410, respectively, were located in the United States.

Our senior leadership team is 80% male and 20% female.

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These individuals are provided with additional skill, mentoring, and project opportunities to strengthen their capabilities for career advancement as future successors across the organization.

Bruker has created a tailor-made development program for talent providing them with an opportunity to develop their leadership skills over a period of 12 months by attending different modules, which are run in a hybrid format.

Each participant is supported by a mentor during the program.

The program builds on the cornerstones of the cultural journey program that was run in 2021 and 2022.

The focus on our company culture continues through a network of Cultural Champions organized in working groups with a focus on creating an inclusive workplace, development, and communication.

In 2022, we initiated a pilot program for the use of a leading online learning platform for global deployment.

This pilot program was successful and we have further expanded the platform in 2023.

Among the platform developments, we created specific training paths to support technical skill development of users.

These paths off skills and development opportunities.

Bruker has established a customized development program for talent providing them with an opportunity to develop their leadership skills over a period of 12 months by attending different modules, which are run in a hybrid format.

Each participant is supported by a mentor during the program to facilitate their learning and advance their development.

In 2023, Bruker further expanded its online learning platform designed to support employee development.

Bruker identified areas of growth opportunity through increased education and created specific training paths to support employee technical skill development.

Learning modules were also integrated into quarterly training sessions to facilitate learning and knowledge sharing among users.

We have an established global performance management process in which managers provide regular feedback and coaching to develop employees.

A global performance management process promotes regular feedback and coaching by managers to develop employees.

Throughout the year, managers and employees engage in annual objective setting, mid-year reviews of performance as well as a year-end performance evaluation.

We also have employee populations piloting the use of our Talent Management System to capture career development goals as well as learning paths, certifications achieved, languages spoken and mobility preferences to promote internal career opportunities.

Challenges to recruit in the highly competitive external market have increased our focus on employer branding initiatives to further improve our visibility and attractiveness for potential candidates.

Managers and employees participate in career goal conversations throughout the year.

These discussions are critical tools that reinforce the alignment of employee activities and career goals throughout the year and provide employees opportunities to grow.

Several talent assessment tools are used to support this dialogue and achieve career development goals.

Bruker continues to focus on employer branding initiatives to further improve visibility and attractiveness for potential candidates.

In 2023 this included participation in local, regional and international career events providing an opportunity to engage with candidates about the innovative and exciting opportunities Bruker offers.

Enhancing partnership with organizations including colleges and universities also increases awareness of Bruker.

Bruker is focused on promoting diversity across our organization.

Our employees come from diverse backgrounds all over the world.

We are united by a shared purpose—innovation with integrity.

We hope that the work we do every day inspires and impacts global scientific research—and our diverse and dynamic team of people inspire each other to achieve their full potential.

We build cross-functional teams to support collaboration and enable the creation of new ideas by actively identifying and recruiting talent with diverse professional experiences, skills and backgrounds including from diverse gender, racial and ethnic backgrounds.

One of these programs aimed to bring employees together across the organization to focus on diversity is Women@Bruker.

This program was developed to offer mentorship opportunities and foster professional relationships for women at Bruker to support their development and advancement opportunities.

In the context of celebrating diversity, we actively participate in Girls' Day.

Girls' Day is a nationwide orientation day in Germany for girls ages 10 and older, to support their career and educational orientation.

The aim of the initiative is to establish a career and education choice free of gender stereotypes.

On this day, participants throughout Germany learn about professions or fields of study in which the representation of women is less than 40 percent (e.g.

representation in the natural sciences and technology).

Often the participants have a chance to meet female role models in leadership positions in business and politics.

In one of our segments, each year we host a group of young girls who meet our female employees who talk about their personal career path and journey to inspire the younger generation to pursue their career dreams.

Bruker employees come from diverse backgrounds all over the world and are united by a shared purpose—innovation with integrity.

The work performed every day at Bruker inspires and impacts global scientific research—and diverse and dynamic teams inspire each other to achieve their full potential.

Cross-functional teams collaborate and enable the creation of new ideas by actively identifying and recruiting talent with diverse professional experiences, skills and backgrounds including from diverse gender, racial and ethnic backgrounds.

Several initiatives support increasing diversity and inclusion at Bruker.

These programs support Bruker’s desire for a diverse workforce and support the talent attraction and development of all employees at Bruker, regardless of their gender.

In the context of celebrating diversity across Bruker, employees engage in initiatives which support all genders in the workplace.

Bruker male and female employees play active roles in these initiatives, which exhibit our commitment to inclusion.

Germany’s nationwide Girls’ Day continues to be popular among girls ages 10 and older to support their career and educational aspirations and accomplishments.

Additionally, Bruker participated in several Women’s Day celebration events across the globe, including a gathering of Bruker women in China.

Events such as these provide opportunities for connection among colleagues and foster a sense of togetherness which

supports employees of all genders in the workplace.

A program called Coffee Buddies has been popular in recent years at Bruker in Germany and has begun to expand to other countries.

These programs offer positive connections for new hires, establishing internal networks across functions for employees who may not otherwise have opportunity to interact.

Events and connection opportunities are important to foster a diverse and inclusive environment, but training is also highly important.

In 2023, Bruker talent acquisition professionals participated in an Unconscious Bias course which increases self-awareness of personal biases.

This training program is highly important to support fairness in the recruitment, evaluation and decision making processes that drive talent acquisition and the development of employees.

Employee Health and Safety

Ensuring the safety and well-being of our employees is a top priority for Bruker.

In response to the COVID-19 pandemic, we implemented additional health and safety protocols at our sites including enhanced cleaning procedures and social distancing requirements.

We implemented a remote work policy for all employees whose job allowed them to do so.

Additional personal protective equipment (PPE) was provided to employees, and work procedures were modified to reduce risk.

Also, we engaged with a vendor to offer at home COVID-19 testing kits for those employees who needed to travel to customer sites as well as implemented an enhanced Employee Assistance Program to promote mental and physical wellness.

We continue to refine these measures as the conditions of the COVID-19 pandemic evolve and information about the virus develops.

In the United States, our Wellness Program is established and continues to be enhanced.

In 2022, we introduced our Wellness Program to Bruker employees and the program has grown significantly in response to employee interest and impact.

The program currently includes regular communication to promote Bruker Health and Wellbeing initiatives, wellness challenges and specialized webinars to provide education designed to improve Bruker employee physical, emotional, social, and financial health.

Our sites around the globe are mindful that the safety and well-being of our employees is a top priority.

One site recognized an increase in muscle pain with production teams and a successful activity was incorporated into each production shift encouraging employees to stretch and do light exercise to prepare them for their work thus reducing the likelihood of strain.

A program called “Caught Doing the Right Thing”

is a Safety and Quality recognition program for hourly employees.

The focus of the program is to recognize employees who demonstrate the correct behaviors on safety and quality.

This has encouraged active engagement from employees to take the safety and quality of themselves and their teams as a personal initiative.

Ensuring the safety and wellbeing of our employees is a top priority for Bruker.

We accomplish this through compliance with applicable laws and regulations regarding workplace safety, including recognition and control of workplace hazards, the elimination of unsafe manufacturing and workplace practices, tracking injury and illness rates, utilizing a global travel health program and maintaining detailed emergency and disaster recovery plans.

We are committed to reducing safety risks across business units and at our corporate and manufacturing sites worldwide.

The following are examples of initiatives and programs designed with employee health and safety in mind:

• In the United States, Bruker established a wellness program that includes regular communications to promote initiatives, challenges and specialized webinars designed to improve Bruker employees’ physical, emotional, social, and financial health.

In 2023, a wellness platform was introduced that offers a comprehensive opportunity for learning, links to resources such as the Employee Assistance Program, financial planning and benefits as well as incentivized activity competitions.

• Our sites around the globe are mindful about safety and ready to make adjustments, as needed.

One Bruker site, for example, after recognizing an increase in muscle pain with production teams, started encouraging employees in each production shift to stretch and do light exercise to prepare them for their work in order to reduce the likelihood of muscle strain.

• A program called “Caught Doing the Right Thing” is a safety and quality recognition program for hourly employees.

The focus of the program is to recognize employees who demonstrate correct behaviors with respect to safety and quality.

This has encouraged active engagement from employees and a renewed focus on personal and team safety.

Available Information

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We make available free of charge through our website our annual reports on Form 10-K, our proxy statements, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to these reports filed with or furnished to the SEC pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after they are electronically filed with or furnished to the SEC.

The SEC also maintains an internet site that contains reports, proxy and information statements and other information regarding our filings at www.sec.gov .

The SEC also maintains a website site that contains periodic reports, proxy and information statements and other information regarding our filings at www.sec.gov .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business