What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-03-03 compared with 2024-02-29 · 1114 added, 1101 removed, 709 unchanged (76% of the section changed)

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We believe that our audits provide a reasonable basis for our opinions.

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Biognosys AG, Osthus Beteiligungs GmbH, MIRO Analytical AG, PhenomeX Inc.

(Bruker Cellular Analysis), Acquifer Imaging GmbH, Deltabyte GmbH, Pinpoint Testing LLC, Fasmatech Science and Technology SA, Interherence GmbH, and Signals GmbH & Co.

KG, from its assessment of internal control over financial reporting as of December 31, 2023 because they were acquired by the Company in purchase business combinations during 2023.

We have also excluded Biognosys AG, Osthus Beteiligungs GmbH, MIRO Analytical AG, PhenomeX Inc.

(Bruker Cellular Analysis), Acquifer Imaging GmbH, Deltabyte GmbH, Pinpoint Testing LLC, Fasmatech Science and Technology SA, Interherence GmbH, and Signals GmbH & Co.

KG, from our audit of internal control over financial reporting.

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Chemspeed Technologies AG, Dynamic Biosensors GmbH, ELITechGroup, Nanophoton Corporation, NanoString Technologies, Nion LLC, Phasefocus Holdings Limited, Spectral Instruments Imaging LLC, and Tornado Spectral Systems Inc., from its assessment of internal control over financial reporting as of December 31, 2024 because they were acquired by the Company in purchase business combinations during 2024.

We have also excluded Chemspeed Technologies AG, Dynamic Biosensors GmbH, ELITechGroup, Nanophoton Corporation, NanoString Technologies, Nion LLC, Phasefocus Holdings Limited, Spectral Instruments Imaging LLC, and Tornado Spectral Systems Inc.

from our audit of internal control over financial reporting.

The total assets and total revenues of these acquired entities excluded from management’s assessment and our audit of internal control over financial reporting collectively represent approximately 7% and 7%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024 .

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

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Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue Recognition – System Sales

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Transfer of control generally occurs upon shipment, or for certain systems, based upon customer acceptance for a system once delivered and installed at a customer facility.

For systems that include customer-specific acceptance criteria, management is required to assess when it can demonstrate the acceptance criteria has been met, which generally is upon successful factory acceptance testing or customer acceptance and evidence of installation.

The Company’s product revenue for the year ended December 31, 2023, was $2,457.6 million, of which a significant portion relates to system sales.

For systems that include customer-specific acceptance criteria, management is required to assess when the Company can demonstrate the acceptance criteria has been met, which generally is upon successful factory acceptance testing or customer acceptance and evidence of installation.

The Company’s consolidated product revenue for the year ended December 31, 2024 was $2,759.2 million, of which a significant portion relates to system sales.

The principal consideration for our determination that performing procedures relating to revenue recognition for system sales is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s system sales revenue recognition.

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These procedures included testing the effectiveness of controls relating to system sales revenue recognition.

These procedures also included, among others, evaluating the recognition of revenue for a sample of system sales transactions by obtaining and inspecting source documents, such as invoices, customer purchase orders, shipping or delivery documents, acceptance documents, and cash receipts, where applicable.

These procedures also included, among others, testing revenue recognized for a sample of system sales transactions by obtaining and inspecting source documents, such as invoices, customer purchase orders, shipping or delivery documents, acceptance documents, and cash receipts, where applicable.

Acquisition of ELITechGroup – Valuation of Customer Relationships and Technology

As described in Note 4 to the consolidated financial statements, on April 30, 2024, the Company completed the acquisition of ELITechGroup for total consideration transferred, net of cash acquired, of $931.2 million.

Of the acquired intangible assets, $236.3 million of customer relationships and $193.3 million of technology were recorded.

Fair value is estimated by management using a multi-period excess earnings method for the customer relationships and a relief from royalty method for technology.

Management’s cash flow projections for the intangible assets acquired included significant judgments and assumptions related to customer attrition rates, contributory asset charges, and discount rates for the customer relationships and revenue growth rates, royalty rates, obsolescence rates, and discount rates for the technology.

The principal considerations for our determination that performing procedures relating to the valuation of customer relationships and technology acquired in the acquisition of ELITechGroup is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the customer relationships and technology acquired;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to customer attrition rates, contributory asset charges, and discount rates for the customer relationships and revenue growth rates, royalty rates, obsolescence rates, and discount rates for the technology;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the customer relationships and technology acquired.

These procedures also included, among others (i) reading the securities purchase agreement;

(ii) testing management’s process for developing the fair value estimate of the customer relationships and technology acquired;

(iii) evaluating the appropriateness of the multi-period excess earnings and relief from royalty methods used by management;

(iv) testing the completeness and accuracy of the underlying data used in the multi-period excess earnings and relief from royalty methods;

and (v) evaluating the reasonableness of the significant assumptions used by management related to customer attrition rates, contributory asset charges, and discount rates for the customer relationships and revenue growth rates, royalty rates, obsolescence rates, and discount rates for the technology.

Evaluating management’s assumptions related to revenue growth rates for the technology involved considering (i) the current and past performance of the ELITechGroup business;

(ii) the consistency with external market and industry data;

and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the multi-period excess earnings and relief from royalty methods and (ii) the reasonableness of the assumptions related to customer attrition rates, contributory asset charges, and discount rates for the customer relationships and the assumptions related to royalty rates, obsolescence rates, and discount rates for the technology.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

February 29, 2024

March 3, 2025

We have served as the Company’s auditor since 2016.

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Accounts receivable, net

Assets held for sale

Other current assets

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Operating lease assets

Deferred tax assets

Deferred tax assets, net

Other long-term assets

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Current liabilities:

Current portion of long-term debt

Current portion of long-term debt and finance lease obligations

Accounts payable

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Operating lease liabilities

Accrued pension

Other long-term liabilities

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at December 31, 2024 and 2023, respectively

Treasury stock at cost, 30,778,879 and 28,366,442 shares at December 31, 2023

and 2022, respectively

Treasury stock at cost, 30,778,879 shares at December 31, 2024

Additional paid-in capital

Retained earnings

Accumulated other comprehensive income, net of tax

Accumulated other comprehensive income (loss), net of tax

Total shareholders’ equity attributable to Bruker Corporation

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Product revenue

Service revenue

Other revenue

Service and other revenue

Total revenue

Cost of product revenue

Cost of service revenue

Cost of other revenue

Cost of service and other revenue

Total cost of revenue

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Operating income

Bargain purchase gain

Bargain purchase gain and associated measurement period adjustments

Interest and other income (expense), net

Income before income taxes, equity in income of unconsolidated investees,

net of tax, and noncontrolling interests in consolidated subsidiaries

Income before income taxes, equity in income (losses) of unconsolidated

investees, net of tax, and noncontrolling interests in consolidated

Income tax provision

Equity in income of unconsolidated investees, net of tax

Equity in income (losses) of unconsolidated investees, net of tax

Consolidated net income

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Net income attributable to Bruker Corporation

Net income per common share attributable to Bruker

Corporation shareholders:

Net income attributable to Bruker

Corporation shareholders per common share:

Weighted average common shares outstanding:

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Other comprehensive income (loss):

Foreign currency translation adjustments, net of tax benefit of ($ 3.2 ), ($ 1.4 )

and ($ 2.1 ), respectively)

Derivatives designated as hedging instruments net of tax expense (benefit)

of $ 23.8 , ($ 13.8 ), and $ 12.5 respectively)

Pension and other postretirement benefit liability adjustments:

Pension and other postretirement benefit liability adjustments arising during the period

Amortization of net loss and prior service benefit included in net periodic pension cost

Total pension and other postretirement benefit liability adjustments, net of

tax expense (benefit) of ($ 5.1 ), $ 11.8 and $ 3.9 , respectively

Foreign currency translation:

Foreign currency translation gain (loss) before income taxes

Income tax expense (benefit) on foreign currency translation adjustments

Foreign currency translation gain (loss) after income taxes

Designated hedging instruments:

Unrealized gain (loss) on designated hedging instruments

Reclassification of (gain) on cashflow hedges to statements of income

Gain (loss) on designated hedging instruments before income taxes

Income tax expense (benefit) related to designated hedging instruments

Gain (loss) on designated hedging instruments after income taxes

Pension and other postretirement plans:

Pension and other postretirement benefit liability adjustments gain (loss) arising during the period

Amortization of actuarial gain (loss) and prior service credits included in net periodic pension cost

Total pension and other postretirement benefit liability adjustments gain (loss) before income taxes

Income tax benefit expense (benefit) related to total pension and other postretirement benefit liability adjustments

Total pension and other postretirement benefit liability adjustments gain (loss) after income taxes

Total other comprehensive income (loss)

Total Comprehensive income

Comprehensive income attributable to noncontrolling interests

Comprehensive income (loss) attributable to noncontrolling interests

Comprehensive loss attributable to redeemable noncontrolling

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Comprehensive

Income (loss)

Income (Loss), net of tax

Shareholders’

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Shares repurchased

Distributions to noncontrolling interests

Cash dividends paid to common

shareholders ($ 0.16 per share)

Formation of Acuity Spatial

Genomics, Inc.

Consolidated net (loss) income

Other comprehensive loss

Balance at December 31, 2021

Stock options exercised

Restricted stock units vested

Stock-based compensation

Shares repurchased

Distributions to noncontrolling interests

Distributions to noncontrolling

Cash dividends paid to common

shareholders ($ 0.20 per share)

Consolidated net (loss) income

PreOmics Acquisition - other shareholders

Consolidated net income (loss)

Other shareholders of majority

owned acquisitions

Acquisition of minority interest

Other comprehensive (loss) income

Other comprehensive income (loss)

Balance at December 31, 2022

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Employee stock purchase plan

Shares repurchased

Cash dividends paid to common shareholders

($ 0.20 per share)

Cash dividends paid to common

shareholders ($ 0.20 per share)

Proceeds from the sale of non-

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receivable of $ 0.3

Other shareholders of majority-owned acquisitions

Other shareholders of majority

owned acquisitions

Distributions to noncontrolling interest

Consolidated net (loss) income

Consolidated net income (loss)

Other comprehensive income (loss)

Balance at December 31, 2023

Stock options exercised

Restricted stock units vested

Stock-based compensation

Employee stock purchase plan

Public Offering, net of issuance costs of

$ 0.8 million

Cash dividends paid to common

shareholders ($ 0.20 per share)

Loans to noncontrolling interest

Consolidated net income

Other comprehensive (loss)

Balance at December 31, 2024

The accompanying notes are an integral part of these consolidated financial statements.

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Deferred income taxes

Bargain purchase gain on acquisition

Bargain purchase gain on acquisition and associated measurement period adjustments

Impairment of minority investments and other long-lived assets

Gain on sale of minority investment

Gain on sale of property, plant and equipment

Loss on sale of minority investment

Gain (loss) on sale of property, plant and equipment

Other non-cash expenses, net

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Accounts receivable

Accounts payable and accrued expenses

Income taxes payable

Accounts payable

Income taxes payable, net

Deferred revenue and customer advances

Other changes in operating assets and liabilities

Other changes in operating assets and liabilities, net

Net cash provided by operating activities

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Purchases of property, plant and equipment

Purchases of short-term investments

Maturity of short-term investments

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Cash flows from financing activities:

Proceeds from issuance (repayment) of long-term debt

Repayment of 2012 Note Purchase Agreement

Repayment of 2019 Term Loan Agreement

Repayments of revolving lines of credit

Proceeds from revolving lines of credit

Repayment of long-term debt

Proceeds from long-term debt

Payment of deferred financing costs

Proceeds from issuance of common stock, net

Proceeds from Public Offering of common stock, net of issuance costs

Proceeds from issuance of common stock under employee stock plans, net

Payment of contingent consideration

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Repurchase of common stock

Proceeds from (payment for) the sale (purchase) of noncontrolling interests

Net cash (used in) provided by financing activities

Proceeds from the sale (payment for the purchase) of noncontrolling interests

Net cash provided by (used in) financing activities

Effect of exchange rate changes on cash, cash equivalents and restricted cash

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Many of the Company’s products are used to detect, measure and visualize structural characteristics of chemical, biological and industrial material samples.

The Company’s products address the rapidly evolving needs of a diverse array of customers in life science research, pharmaceuticals, biotechnology, applied markets, cell biology, clinical research, microbiology, in-vitro diagnostics, nanotechnology and materials science research.

The Company has four reportable segments, Bruker Scientific Instruments (BSI) BioSpin, BSI CALID, BSI Nano and Bruker Energy & Supercon Technologies (BEST).

The BSI BioSpin Segment designs, manufactures and distributes enabling life science tools based on magnetic resonance technology.

BSI BioSpin Segment’s revenues are generated by academic and government research customers, pharmaceutical and biotechnology companies and nonprofit laboratories, as well as chemical, food and beverage, clinical and other industrial companies.

The BSI CALID (Chemicals, Applied Markets, Life Science, In-Vitro Diagnostics, Detection) Segment designs, manufactures and distributes life science mass spectrometry and ion mobility spectrometry solutions, analytical and process analysis instruments and solutions based on infrared and Raman molecular spectroscopy technologies and radiological/nuclear detectors for Chemical, Biological, Radiological, Nuclear and Explosive (CBRNE) detection.

Customers of the BSI CALID Segment include academic institutions and medical schools;

The Company has four reportable segments:

• Bruker Scientific Instruments (BSI) BioSpin :

Designs, manufactures and distributes enabling life science tools based on magnetic resonance technology and provides automated laboratory research and development and quality control workflow solutions in a wide range of chemical research fields.

Revenues are generated by academic and government research customers, pharmaceutical and biotechnology companies and nonprofit laboratories, as well as chemical, food and beverage, clinical and other industrial companies.

• BSI CALID (Chemicals, Applied Markets, Life Science, In Vitro Diagnostics, Detection ):

Designs, manufactures and distributes life science mass spectrometry, applied spectrometry and ion mobility spectrometry solutions, analytical and process analysis instruments and solutions based on infrared and Raman molecular spectroscopy technologies, provides systems and assays for molecular diagnostics (MDx), biomedical systems/specialty IVD and microbiology, and radiological/nuclear detectors for Chemical, Biological, Radiological, Nuclear and Explosive (CBRNE) detection.

Revenues are generated from academic institutions and medical schools;

pharmaceutical, biotechnology and diagnostics companies;

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hospitals and government departments and agencies.

The BSI Nano Segment designs, manufactures and distributes advanced X-ray instruments;

atomic force microscopy instrumentation;

advanced fluorescence optical microscopy instruments;

analytical tools for electron microscopes and X-ray metrology;

defect-detection equipment for semiconductor process control;

handheld, portable and mobile X-ray fluorescence spectrometry instruments;

spark optical emission spectroscopy systems;

chipcytometry products and services for targeted spatial proteomics, multi-omic services, and products and services for spatial genomics research.

Customers of the 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 research and life science research analysis.

The BEST reportable segment develops and manufactures superconducting and non-superconducting materials and devices for use in renewable energy, energy infrastructure, healthcare and “big science” research.

Designs, manufactures and distributes advanced X-ray instruments, atomic force microscopy instrumentation, advanced fluorescence optical microscopy instruments, analytical tools for electron microscopes and X-ray metrology, defect-detection equipment for semiconductor process control, handheld, portable and mobile X-ray fluorescence spectrometry instruments, spark optical emission spectroscopy systems, chip cytometry products and services for targeted spatial proteomics, multi-omic services, optofluidic and proteomic barcoding platforms, and products and services for spatial genomics research and spatial biology.

Revenues are generated from academic institutions, governmental customers, nanotechnology companies, semiconductor companies, raw material manufacturers, industrial companies, biotechnology and pharmaceutical companies and other businesses involved in materials research and life science research analysis.

• Bruker Energy & Supercon Technologies (BEST) :

Develops and manufactures superconducting and non-superconducting materials and devices for use in renewable energy, energy infrastructure, healthcare and high energy physics research.

The segment focuses on metallic low temperature superconductors for use in magnetic resonance imaging, nuclear magnetic resonance, fusion energy research and other applications.

The preparation of consolidated financial statements in accordance with generally accepted accounting principles in the United States (U.S.

GAAP) requires that the Company make estimates and judgments that may affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities.

On an on-going basis, the Company evaluates its estimates, judgments, and methodologies.

The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

Actual results may differ from these estimates under different assumptions or conditions.

Changes in estimates are reflected in reported results in the period in which they become known.

As of the date of issuance of these consolidated financial statements, the Company is not aware of any specific event or circumstance that would require the Company to update estimates, judgments or revise the carrying value of any assets or liabilities.

These estimates may change, as new events occur and additional information is obtained, and are recognized in the consolidated financial statements as soon as they become known.

Actual results could differ from those estimates and any such differences may be material to the Company’s consolidated financial statements.

Summary of Significant Accounting Policies

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The redeemable noncontrolling interests are measured at the greater of the amount that would be paid if settlement occurred as of the balance sheet date based on the contractually defined redemption value and its carrying amount adjusted for net income (loss) attributable to the noncontrolling interest.

Adjustments to the carrying value of the redeemable noncontrolling interest are recorded through retained earnings.

During the years ended December 31, 2023, 2022 and 2021, carrying value adjustments were immaterial.

Adjustments to the carrying value of the redeemable noncontrolling interest are recorded through earnings.

Business Combinations

The Company accounts for business combinations under the acquisition method of accounting.

Accordingly, at the date of each acquisition, the Company measures the fair value of all identifiable assets acquired (including intangible assets), liabilities assumed and any remaining noncontrolling interests and allocates the amounts paid to all items measured.

Accordingly, the Company measures the fair value of all identifiable assets acquired (including intangible assets), liabilities assumed and any remaining noncontrolling interests and allocates the amounts paid to all items measured at the date of each acquisition.

The Company records a provisional determination of the fair value of the identifiable assets acquired and liabilities assumed based on the information available as of the time of the issuance of the financial statements.

Therefore, the values recognized are subject to change until the Company finalizes the allocation of consideration transferred during the measurement period, which is no later than one year from the acquisition date.

The final determination may result in asset and liability values that are different than the preliminary estimates.

The fair value of identifiable intangible assets acquired is based on valuations that use information and assumptions determined by management and which consider management’s best estimates of inputs and assumptions that a market participant would use.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period.

Significant estimates and judgments made by management in preparing these financial statements include revenue recognition, write-downs for excess and obsolete inventory, estimated fair values used to record impairment charges related to intangible assets, goodwill, and other long-lived assets, amortization periods, expected future cash flows used to evaluate the recoverability of long-lived assets and to record intangible assets in business combinations, stock-based compensation expense, warranty allowances, restructuring and other related charges, contingent liabilities and the recoverability of the Company’s net deferred tax assets.

Changes in estimates are recorded in the period in which they become known.

The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances.

Actual results may differ from management’s estimates if these results differ from historical experience or other assumptions prove not to be substantially accurate, even if such assumptions were reasonable when made.

Subsequent Events Considerations

The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence for certain estimates or to identify matters that require additional disclosure.

Subsequent events have been evaluated as required.

The Company has evaluated all subsequent events and determined that, other than as reported herein, there are no material recognized or unrecognized subsequent events.

The Company estimates the fair value of identifiable intangible assets using the income approach through a discounted cash flow analysis.

The discounted cash flow analysis is based on the forecasts used by the Company to price the acquisition, and the discount rates applied are benchmarked by referencing the implied rate of return of the Company’s pricing model and the weighted average cost of capital, reflecting a market discount rate.

Using a residual method, any excess between the consideration paid and the fair value of net assets acquired is recorded as goodwill.

The Company believes any positive goodwill represents the future economic benefits of the acquisition that are not individually identifiable, such as synergies between the acquired assets and the Company’s existing businesses.

The amortization period for the intangible assets acquired is calculated based on the estimated recovery of future cash flows.

Cash and Cash Equivalents

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Time deposits represent amounts on deposit in banks and temporarily invested in instruments with maturities of three months or less at the time of purchase.

Certain of these investments represent deposits which are not insured by the Federal Deposit Insurance Corporation or any other government agency.

Cash equivalents are carried at cost, which approximates fair value.

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Restricted Cash

Restricted cash is included as a component of cash, cash equivalents, and restricted cash on the Company’s consolidated statement of cash flows.

Restricted cash consists of cash balances that are pledged or committed for specified contractual obligations of the Company and are therefore restricted from withdrawal or usage.

The Company has certain subsidiaries that are required by local laws and regulations to maintain restricted cash balances to cover future employee benefit payments.

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The current and non-current portion of restricted cash is recorded within other current assets and other long-term assets , respectively, in the accompanying consolidated balance sheets.

Restricted cash is included as a component of cash, cash equivalents, and restricted cash on the Company’s consolidated statement of cash flows.

Multi-Currency Notional Cash Pooling

In June 2024, the Company entered into a master netting arrangement with a third-party financial institution whereby certain subsidiaries participate in a notional cash pooling arrangement to manage global liquidity requirements.

As part of the master netting arrangement, the participating subsidiaries combine their cash balances in pooling accounts at the same financial institution with the ability to offset bank overdrafts of one participant against positive cash account balances held by another participant.

Amounts in each of the accounts are unencumbered and unrestricted with respect to use.

At December 31, 2024, the net positive cash balance related to this pooling arrangement is included in cash, and cash equivalents in the consolidated balance sheets.

Accounts Receivable, net

Accounts receivable have been reduced by an allowance for doubtful accounts.

The allowance for doubtful accounts represents the Company’s best estimate of the amount of probable credit losses in our accounts receivable.

Accounts receivable have been reduced by an allowance for credit losses.

The allowance for credit losses represents the Company’s best estimate of the amount of probable credit losses in our accounts receivable.

The Company’s allowance is based on a number of factors, including an evaluation of customer credit worthiness, the age of the outstanding receivable, economic trends and historical experience.

Provisions for doubtful accounts are recorded in selling, general and administrative expenses in the accompanying consolidated statements of income and comprehensive income.

Provisions for credit losses are recorded in selling, general and administrative expenses in the accompanying consolidated statements of income and comprehensive income.

The risk with respect to accounts receivables is minimized by the creditworthiness and diversity of the Company’s customers.

Derivative Financial Instruments and Hedging Activities

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Fair Value of Financial Instruments

The Company measures certain assets and liabilities at fair value with changes in fair value recognized in earnings.

Fair value treatment may be elected either upon initial recognition of an eligible asset or liability or, for an existing asset or liability, if an event triggers a new basis of accounting.

The Company did not elect to remeasure any of its existing financial assets or liabilities and did not elect the fair value option for any financial assets or liabilities which originated during the years ended December 31, 2024 and 2023.

The Company applies the following hierarchy to determine the fair value of financial instruments, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement.

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Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The valuation techniques that may be used by the Company to determine the fair value of Level 2 and Level 3 financial instruments are the market approach, the income approach and the cost approach.

The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

The income approach uses valuation techniques to convert future amounts to a single present value based on current market expectations about those future amounts, including present value techniques, option-pricing models and the excess earnings method.

The cost approach is based on the amount that would be required to replace the service capacity of an asset (replacement cost).

The Company’s financial instruments consist primarily of cash equivalents, restricted cash, derivative instruments consisting of forward foreign exchange contracts, cross-currency interest rate swap agreements, commodity contracts, derivatives embedded in certain purchase and sale contracts, derivatives embedded within noncontrolling interests, accounts receivable, accounts payable, contingent consideration and long-term debt.

The carrying amounts of the Company’s cash equivalents, short-term investments and restricted cash, accounts receivable, borrowings under a revolving credit agreement and accounts payable approximate fair value because of their short-term nature.

Derivative assets and liabilities are measured at fair value on a recurring basis.

The Company has evaluated the estimated fair value of financial instruments using available market information and management’s estimates.

The use of different market assumptions and/or estimation methodologies could have a significant effect on the estimated fair value amounts.

The fair value hierarchy level is determined by asset and class based on the lowest level of significant input.

The observability of inputs may change for certain assets or liabilities.

This condition could cause an asset or liability to be reclassified between levels.

The Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each quarter.

Valuation methodologies used for assets and liabilities measured or disclosed at fair value are as follows:

• Time deposits and money market funds - Valued at market prices determined through third-party pricing services and classified as Level 2;

• Interest rate and cross currency swap agreements - Valued using market observable inputs, such as interest rate yield curves and classified as Level 2;

• Contingent consideration - Valued based on a probability weighting of the future cash flows associated with the potential outcomes and certain option pricing models and classified as Level 3.

Contingent consideration recorded within other current and other long-term liabilities represents the estimated fair value of future payments to the former shareholders as part of certain acquisitions.

The contingent consideration is primarily based on the applicable acquired company achieving annual revenue and gross margin targets in certain years as specified in the relevant purchase and sale agreement.

The Company initially values the contingent consideration on the acquisition date by using a Monte Carlo simulation or an income approach method.

The Monte Carlo method models future revenue and costs of goods sold projections and discounts the average results to present value.

The income approach method involves calculating the earnout payment based on the forecasted cash flows, adjusting the future earnout payment for the risk of reaching the projected financials, and then discounting the future payments to present value by the counterparty risk.

The counterparty risk considers the risk of the buyer having the cash to make the earnout payments and is commensurate with a cost of debt over an appropriate term.

Changes in fair value subsequent to acquisition are recognized in “ Acquisition-related expenses, net ” included in Other charges, net, in the Consolidated Statements of Income;

• Hybrid instruments liabilities – As part of certain majority owned acquisitions, the Company entered into agreements with the noncontrolling interest holders that provide the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the remaining ownerships for cash at contractually defined redemption values.

These rights (embedded derivatives) can be accelerated, at discounted redemption values, upon certain events related to post combination employment services.

As the options are tied to continued employment, the Company classified the hybrid instruments (noncontrolling interests with an embedded derivatives) as liabilities on the consolidated balance sheet.

Subsequent to the acquisition dates, the carrying value of each hybrid instrument is remeasured to fair value with changes recorded to acquisition expense in proportion to the respective requisite service period.

They are valued using discounted cash flows discounted at risk-adjusted discount rates, utilizing various unobservable inputs and are classified as Level 3;

• Equity interest purchase option liability – Valued using a discounted cash flow approach which compares the difference between the credit-adjusted excess present value of the option price in relation to the share ratio of the adjusted equity value at each exercise date, utilizing various unobservable inputs, and are classified as Level 3.

• Long-term fixed interest rate debt – Valued based on market and observable sources with similar maturity dates and classified as Level 2 within the fair value hierarchy.

The remaining long-term debt has variable interest rates and the carrying value approximates fair value accordingly.

Concentration of Credit Risk

Financial instruments that subject the Company to credit risk consist of cash, cash equivalents, derivative instruments, accounts receivables and restricted cash.

The risk with respect to cash and cash equivalents is minimized by the Company’s policy of investing in short-term financial instruments issued by highly rated financial institutions.

The risk with respect to cash, cash equivalents and restricted cash is generally minimized by the Company’s policy of investing in short-term financial instruments issued by highly rated financial institutions.

The risk with respect to derivative instruments is minimized by the Company’s policy of entering into arrangements with highly rated financial institutions.

The risk with respect to accounts receivables is minimized by the creditworthiness and diversity of the Company’s customers.

The Company performs periodic credit evaluations of its customers’ financial condition and generally requires an advanced deposit for a portion of the purchase price.

Credit losses have been within management’s expectations and the allowance for doubtful accounts totaled $ 4.6 million and $ 5.3 million at December 31, 2023 and 2022, respectively.

At December 31, 2023, and 2022, no single customer represented 10 % or more of the Company’s accounts receivable.

For the years ended December 31, 2023, 2022, and 2021, no single customer represented 10 % or more of the Company’s total revenue.

As of December 31, 2024 and 2023, no single customer represented 10 % or more of the Company’s total revenue or 10 % or more of the Company’s accounts receivable.

Components of inventory include raw materials, work-in-process, demonstration units and finished goods.

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Cost is determined principally by the first-in, first-out method for a majority of subsidiaries and by average-cost for certain other subsidiaries.

The Company reduces the carrying value of its inventories for differences between cost and estimated net realizable value, taking into consideration usage in the preceding twelve months , expected demand, technological obsolescence and other information including the physical condition of demonstration inventories.

The Company records a charge to cost of revenue for the amount required to reduce the carrying value of inventory to net realizable value.

The Company reduces the carrying value of its inventories for differences between cost and estimated net realizable value, taking into

consideration usage in the preceding twelve months , expected demand, technological obsolescence and other information including the physical condition of demonstration inventories.

Costs associated with the procurement of inventories, such as inbound freight charges and purchasing and receiving costs, are capitalized as part of inventory and are also included in the cost of product revenue line item within the consolidated statements of income and comprehensive income.

Inventory costs are reported in cost of revenue in the statement of income in the period the products are sold to an external party.

Property, Plant and Equipment

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Goodwill and indefinite-lived intangible assets are not amortized, but are evaluated for impairment on an annual basis, or on an interim basis when events or changes in circumstances indicate that the carrying value may not be recoverable.

In assessing the recoverability of goodwill and indefinite-lived intangible assets, the Company must make assumptions regarding the estimated future cash flows, including forecasted revenue growth, to determine the fair value of these assets.

If these estimates or their related assumptions change in the future, the Company may be required to record impairment charges against these assets in the reporting period in which the impairment is determined.

The Company tests goodwill for impairment at the reporting unit level, which is the operating segment or one level below an operating segment.

The Company tests goodwill for impairment annually as of October 1 or more frequently if impairment indicators arise at the reporting unit level, which is the operating segment or one level below an operating segment.

The Company has the option of performing a qualitative assessment to determine whether further impairment testing is necessary before performing the quantitative assessment.

If as a result of the qualitative assessment, it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, a quantitative impairment test will be required.

Otherwise, no

further testing will be required.

Otherwise, no further testing will be required.

If a quantitative impairment test is performed, the Company compares the fair values of the applicable reporting units with their aggregate carrying values, including goodwill.

The Company determines the fair value of reporting units using a weighting of both the market and the income methodologies.

The Company determines the fair value of reporting units using a weighting of both the market and the income methodologies and has classified it as Level 3 in the fair value hierarchy.

Estimating the fair value of the reporting units requires significant judgment by management.

If the carrying amount of a reporting unit exceeds the fair value of the reporting unit, an impairment charge is recognized for the amount by which the carrying value amount exceeds the reporting unit’s fair value up to the total amount of goodwill allocated to the reporting unit.

In process research and development, or IPR&D, acquired as part of business combinations under the acquisition method represents ongoing development work associated with enhancements to existing products, as well as the development of next generation products.

IPR&D is initially capitalized at fair value as an intangible asset with an indefinite life and assessed for impairment on an annual basis, or when indicators of impairment are identified.

When the IPR&D project is complete, it is reclassified as a finite-lived intangible asset and is amortized over its estimated useful life.

If an IPR&D project is abandoned before completion or is otherwise determined to be impaired, the value of the asset or the amount of the impairment is charged to the consolidated statements of income and comprehensive income in the period the project is abandoned or impaired.

No impairment of goodwill or indefinite-lived assets was recognized during the years ended December 31, 2024, 2023, or 2022.

Intangible assets with a finite useful life are amortized on a straight-line basis over their estimated useful lives as follows:

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Impairment of Long-Lived Assets

On a quarterly basis, the Company reviews long-lived assets, including intangible assets with finite useful lives, to determine if there have been any triggering events that could indicate an impairment.

Impairment losses are recorded on long-lived assets used in operations when indicators of impairment are present and the quoted market price, if available or the estimated fair value of those assets are less than the assets’ carrying value and are not recoverable.

Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition.

In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the assets, the assets are written down to their fair values.

Impairment losses are charged to the consolidated statements of income and comprehensive income for the difference between the fair value and carrying value of the asset.

Impairment losses are charged to the consolidated statements of income for the difference between the fair value and carrying value of the asset.

Based on the results of these analyses, the Company determined there were no material impairments to its long-lived assets, including intangible assets.

Refer to Note 12, Restructuring and asset impairment for discussion related to the impairment of other long-lived assets in connection with the BCA restructuring plan.

Warranty Costs and Deferred Revenue

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Customer Advances

The Company typically requires an advance deposit under the terms and conditions of contracts with customers.

These deposits are recorded as a current or long-term liability until revenue is recognized on the specific contract in accordance with the Company’s revenue recognition policy.

The Company commonly requires an advance deposit under the terms and conditions of contracts with customers.

These deposits are recorded as a current or long-term liability until revenue is recognized on the specific contract.

Revenue Recognition

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For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation using the best estimate of the standalone selling price of each distinct good or service being provided to the customer.

The Company’s best evidence of standalone selling price is its normal selling pricing and discounting practices for the specific product or service when sold on a standalone basis.

The Company’s best evidence of standalone selling price is its normal selling pricing and discounting practices for the specific product or service when sold on a

standalone basis.

Alternatively, when not sold separately, the Company may determine standalone selling price using an expected cost plus a margin approach.

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Changes in the estimates could affect the timing of revenue recognition.

The Company includes costs incurred in connection with shipping and handling of products within selling, general and administrative costs.

Amounts billed to customers in connection with these costs are included in total revenues.

When control of the goods transfers prior to the completion of the Company’s obligation to ship the products to its customers, the Company has elected the practical expedient to account for the shipping services as a fulfillment cost.

The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period is one year or less or the amount is immaterial.

The Company excludes from the transaction price all taxes assessed by a governmental authority on revenue-producing transactions that are collected by the Company from a customer.

The Company recognizes revenue from systems sales upon transfer of control in an amount that reflects the consideration it expects to receive.

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Service revenue is recognized as the services are performed or ratably over the contractual obligation and includes maintenance contracts, extended warranties, training, application support and on-demand services.

Revenues from instrument rental and reagent agreements provide customers with the right to use the Company’s instruments upon entering into multi-year agreements to purchase annual minimum amounts of reagents.

These types of agreements include an embedded lease relating to the customer’s right to use the Company’s instruments over the period of the agreement.

The agreement transaction price is allocated between the instrument and the reagents based on their relative standalone selling prices.

When collectability of payments due is probable, reagent rental programs that effectively transfer control of instruments to customers are classified as sales-type leases and instrument revenue and cost of revenue are recognized upon the transfer of control to the customer which is often in advance of billings to the customer.

The Company’s right to future consideration from reagent purchases under the agreement is allocated to instrument revenue and is recorded as a lease receivable within other current and long-term assets.

Agreements that do not meet the criteria to be classified as a sales-type lease are classified as operating leases.

Lease revenue is presented in product revenue in the consolidated statements of income and consisted of less than 1 % of total product revenue in each of the years ended December 31, 2024, 2023 and 2022 respectively.

When products are sold through an independent distributor or a strategic distribution partner, the Company recognizes the system sale upon transfer of control which is typically on shipment.

When the Company is responsible for installation, the standalone

selling price of installation is deferred until customer acceptance.

When the Company is responsible for installation, the standalone selling price of installation is deferred until customer acceptance.

The Company’s distributors do not have price protection rights or rights of return;

however, the Company’s products are typically warranted to be free from defect for a period of one year.

The Company includes costs incurred in connection with shipping and handling of products within selling, general and administrative costs in the consolidated statements of income.

Amounts billed to customers in connection with these costs are included in total revenues.

The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period is one year or less or the amount is immaterial.

The Company excludes from the transaction price all taxes assessed by a governmental authority on revenue-producing transactions that are collected by the Company from a customer.

The Company requires an advance deposit based on the terms and conditions of contracts with customers for many of its contracts.

Typically, revenue is recognized within one year of receiving an advance deposit.

The Company does not have any material payment terms that extend beyond one year.

There is minimal variable consideration included in the transaction price of the Company’s contracts.

Excluding reagent agreements, the Company does not have any material payment terms that extend beyond one year and there is minimal variable consideration included in the transaction price of the Company’s contracts.

Other revenues are primarily comprised of development arrangements recognized on a cost-plus-fixed-fee basis and licensing arrangements recognized either when the licenses are provided or ratably over the contract term depending on the nature of the arrangement.

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Contract assets represent unbilled receivables when revenue recognized exceeds the amount billed to the customer, and the right to payment is not just subject to the passage of time.

Contract assets typically result from system revenue recorded where a portion of the transaction price is not billable until a future event, such as customer acceptance, or from contracts recognized on a cost-to-cost or cost-plus-fixed-fee basis as revenue exceeds the amount billed to the customer.

Contract assets typically result from system revenue recorded where a portion of

the transaction price is not billable until a future event, such as customer acceptance, or from contracts recognized on a cost-to-cost or cost-plus-fixed-fee basis as revenue exceeds the amount billed to the customer.

Amounts may not exceed their net realizable value.

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Contract assets and liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period.

Deferred revenue previously included in other current liabilities on the consolidated balance sheets is currently presented together with customer advances.

The change in the prior period was made to conform to the current period presentation.

The Company accounts for leases in accordance with ASC 842, Leases .

At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present.

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Certain adjustments to the ROU asset may be required for items such as prepayments, lease incentives received, or initial direct costs paid.

Shipping and Handling Costs

The Company includes costs incurred in connection with shipping and handling of products within selling, general and administrative expenses in the accompanying consolidated statements of income and comprehensive income.

Shipping and handling costs were $ 40.3 million, $ 39.4 million and $ 36.3 million in the years ended December 31, 2023, 2022 and 2021, respectively.

Amounts billed to customers in connection with these costs are included in total revenues.

Research and Development

The Company commits substantial capital and resources to internal and collaborative research and development projects in order to provide innovative products and solutions to its customers.

The Company conducts research primarily to enhance system performance and improve the reliability of existing products, and to develop revolutionary new products and solutions.

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Capitalized Software

Purchased software is capitalized at cost and is amortized over the estimated useful life, which is generally three years .

Purchased software licenses are capitalized at cost and are amortized over the estimated useful life, which is generally three years .

Software developed for use in the Company’s products is expensed as incurred to research and development expense until technological feasibility is achieved.

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Compensation expense is amortized on a straight-line basis over the underlying vesting terms of the share-based award.

Stock options to purchase the Company’s common stock are periodically awarded to executive officers and other employees of the Company subject to a vesting period of three to four years .

Stock options to purchase the Company’s common stock and r estricted stock units are periodically awarded to executive officers and other

employees of the Company subject to a vesting period of three to four years .

The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model.

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Expected dividend yield is based on the estimated annualized dividend yield on our stock based on our history of paying dividends.

The Company utilizes an estimated forfeiture rate derived from an analysis of historical data.

The Company utilizes an estimated forfeiture rate derived from an analysis of historical forfeiture data.

Assumptions regarding volatility, expected term, dividend yield and risk-free interest rates are required for the Black-Scholes model and are presented in the table below:

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Net income per common share attributable to Bruker Corporation shareholders is calculated by dividing net income attributable to Bruker Corporation, adjusted to reflect changes in the redemption value of the redeemable noncontrolling interest, by the weighted-average shares outstanding during the period.

The diluted net income per share computation includes the effect of shares which would be issuable upon the exercise of outstanding stock options and the vesting of restricted stock, reduced by the number of shares which are assumed to be purchased by the Company under the treasury stock method.

There was no redemption value adjustment of the redeemable noncontrolling interest for the years ended December 31, 2024, 2023 and 2022.

Post Retirement Benefit Plans

The Company measures its benefit obligation and the fair value of plan assets as of December 31st each year.

The Company recognizes the over-funded or under-funded status of defined benefit pension and other post-retirement defined benefit plans as an asset or liability, respectively, in its consolidated balance sheets and recognizes changes in the funded status in the year in which the changes occur through other comprehensive income.

Other Comprehensive Income (Loss)

Other comprehensive income (loss) refers to revenues, expenses, gains and losses that are excluded from net income as these amounts are recorded directly as an adjustment to shareholders’ equity, net of tax.

The Company’s other comprehensive income (loss) was composed of foreign currency translation adjustments, derivatives designated as hedging instruments and pension liability adjustments.

Foreign Currency Translation

Assets and liabilities of the Company’s foreign subsidiaries, where the functional currency is the local currency, are translated into U.S.

The Company records pension service cost within cost of sales, selling, general and administrative, and research and development expenses according to the designated department of the pension eligible employees, while non-service related pension costs are recorded within interest and other income (expense), net in the consolidated statements of income.

For the defined benefit pension plans, the Company uses a corridor approach to amortize actuarial gains and losses.

Under this approach, net actuarial gains or losses in excess of ten percent of the larger of the projected benefit obligation or the fair value of plan assets are amortized over the average remaining service of active participants who are expected to receive benefits under the plans.

Foreign Currency

Assets and liabilities of the Company’s foreign subsidiaries, where the functional currency is not the U.S.

dollar, are translated into U.S.

Dollars using the current exchange rate as of the consolidated balance sheet date and shareholders’ equity is translated using historical rates.

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Any adjustments to the carrying amount are recorded in earnings.

The Company accounts for its minority investments in debt securities classified as available-for-sale at fair value.

The Company regularly evaluates these investments for impairment.

An available-for-sale debt security is impaired if its fair value is below its amortized cost basis.

For available-for-sale debt securities with unrealized losses, management performs an analysis to assess whether the Company intends to sell or whether the Company would more likely than not be required to sell the security before the expected recovery of the amortized cost basis.

Where the Company intends to sell a security, or may be required to do so, the security ’ s decline in fair value is deemed to be other-than-temporary and the full amount of the unrealized loss is reflected in earnings as an impairment loss.

Regardless of the Company's intent to sell a security, additional analysis is performed on all securities with unrealized losses to evaluate losses associated with the creditworthiness of the security.

Credit losses are identified where the Company does not expect to receive cash flows sufficient to recover the amortized cost basis of a security.

If the Company does not intend to sell the security or is not more likely than not to sell the security and the decline in fair value is not due to credit-related factors, the loss is recorded in other comprehensive income.

Any impairment charges are included in “Interest and other income (expense), net” in the Consolidated Statements of Income and Comprehensive Income.

Any impairment charges related to minority investments are included in “Interest and other income (expense), net” in the Consolidated Statements of Income and Comprehensive Income.

Risks and Uncertainties

The Company is subject to risks common to its industry including, but not limited to, global economic conditions, such as increasing inflation, uncertainties caused by recent banking industry volatility, rapid technological change, government and academic funding levels, geopolitical uncertainties, changes in commodity prices, spending patterns of its customers, protection of its intellectual property, availability of key raw materials and components and other supply chain challenges, compliance with existing and future regulation by government agencies and fluctuations in foreign currency exchange rates and interest rates.

The Company has experienced supply chain interruptions as a result of general global economic conditions, including inflation and the threat of a potential recession, a tighter labor market and other factors including natural events and disasters.

The Company is subject to risks common to its industry including, but not limited to, global economic conditions, such as increasing inflation, uncertainties caused by banking industry volatility, rapid technological change, government and academic funding levels, geopolitical uncertainties, changes in commodity prices, spending patterns of its customers, protection of its intellectual property, availability of key raw materials and components and other supply chain challenges, compliance with existing and future regulation by government agencies and fluctuations in foreign currency exchange rates and interest rates.

Historically, the Company has higher levels of revenue in the fourth quarter and lower levels of revenues in the first quarter of the year, which the Company believes is influenced by its customers’ budgeting cycles.

The Company has experienced supply chain interruptions as a result of general global economic conditions, including economic instability, a tight labor market and other factors including natural events and disasters.

Various factors, including increased demand for certain components and production delays, are contributing to shortages of certain components used in the Company’s products and increased difficulties in the Company’s ability to obtain a consistent supply of materials at stable pricing levels.

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These factors have impacted and may continue to impact the timing of the Company’s revenue, and have also resulted, and may result in a delay of revenue, and an increase in manufacturing costs, all of which have adversely impacted and may continue to adversely impact the Company's operating results.

Additionally, world events, such as the conflict between Russia and Ukraine and related economic sanctions, the conflict in Israel, Palestine and surrounding areas, the possible expansion of such conflicts and potential geopolitical consequences, the ongoing tensions between the United States and China, tariff and trade policy changes, and increasing potential of conflict involving countries in Asia that are significant to the Company’s supply network operations, such as Taiwan and China, have resulted in increasing global instability and have created uncertainty for global commerce.

Additionally, world events, such as the conflict between Russia and Ukraine and related economic sanctions, the conflict in the Middle East and surrounding areas, the possible expansion of such conflicts and potential geopolitical consequences, the ongoing tensions between the United States and China, tariff and trade policy changes, and increasing potential of conflict involving countries in Asia that are significant to the Company’s supply chain operations, such as Taiwan and China, have resulted in increasing global tensions and create uncertainty for global commerce.

As a result of the adverse economic impacts resulting from the conflict between Russia and Ukraine, such as increased prices for and a reduced supply of key metals used in our products, the Company has ceased its Russian operations.

Sustained or worsening global economic conditions and increasing inflation and geopolitical tensions have increased the Company's cost of doing business, impacted the Company's supply chain operations, caused some of the Company's customers to reduce or delay spending and further intensified pricing pressures.

Combined with increased inflation, potential energy shortages in Europe where we have significant operations, and overall higher energy and transportation costs, these factors have affected and may continue to affect the Company's financial condition and results of operations.

Combined with increased inflation, potential energy shortages in Europe where the Company has significant operations, and overall higher energy and transportation costs, these factors have affected and may continue to affect the Company's financial condition and results of operations.

The preparation of the consolidated financial statements requires the Company to make estimates, judgments and assumptions that may affect the reported amounts of assets, liabilities, equity, revenues and expenses and related disclosure of contingent assets and liabilities.

On an ongoing basis the Company evaluates estimates, judgments and methodologies.

Changes in estimates are recorded in the period in which they become known.

The Company bases its estimates on historical experience and on various other assumptions that it believes are reasonable, the results of which form the basis for making judgments about the carrying values of assets, liabilities and equity and the amount of revenues and expenses.

The full extent to which the global supply chain interruptions, higher energy costs and shortages, the global economy, including inflation and the threat of recession, and geopolitical instability will directly or indirectly impact future business, results of operations and financial condition, including sales, expenses, reserves and allowances, manufacturing, research and development costs and employee cost related amounts, will depend on future developments that are highly uncertain, including as a result of new developments concerning global supply chain and various global conflicts.

The Company has made estimates of the impact of these disruptions within the financial statements and there may be changes to those estimates in future periods.

Actual results may differ from management’s estimates if these results differ from historical experience.

Loss Contingencies

Loss contingency provisions are recorded if the potential loss from any claim, asserted or unasserted, or legal proceeding related to patents, products and other matters, is considered probable and the amount can be reasonably estimated, or a range of loss can be determined.

These accruals represent management’s best estimate of probable loss.

Disclosure is provided when a loss is considered probable but the loss is not reasonably estimable and when a material loss is reasonably possible but not probable.

Recent Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU No.

2024-04 – Debt – Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments.

This new guidance clarifies the accounting treatment of whether the settlement of convertible debt should be accounted for as an induced conversion or extinguishment of convertible debt.

This guidance is effective for annual reporting periods beginning after December 15, 2025.

The Company is evaluating the potential impact this adoption on the consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU No.

2024-03 – Income Statement - Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.

This new guidance requires additional disclosure of the nature of expenses in the income statement.

The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement, as well as disclosures about selling expenses.

This guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027.

The Company is evaluating the potential impact of this adoption on the consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU No.

2023-09 – Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires enhanced income tax disclosures, including disaggregation of information in the rate reconciliation table and disaggregation of information related to income taxes paid as presented on the Cash Flow Statement.

This guidance is effective for annual reporting periods ending after December 15, 2024.

The Company is evaluating the potential impact of this adoption on the consolidated financial statements and related disclosures.

Improvements to Income Tax Disclosures , which requires enhanced income tax disclosures, including disaggregation of information in the rate reconciliation table and disaggregation of information related to income taxes paid as presented on the Cash Flow Statement.

This new guidance is effective for annual reporting periods beginning after December 15, 2024.

The Company is evaluating the impact of this adoption on the consolidated financial statements and related disclosures.

In November 2023, the FASB issued ASU No.

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Improvements to Reportable Segments Disclosures (“ASU 2023-07”) .

The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”).

The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker.

These significant segment expenses are included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets.

All disclosure requirements under ASC 2023-07 are also required for public entities with a single reportable segment.

This guidance is effective for annual reporting periods beginning after December 15, 2023, and interim periods after December 15, 2024.

The Company is evaluating the potential impact of this adoption on the consolidated financial statements and related disclosures.

In March 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-01, Leases (Topic 842):

Common Control Arrangements (“ASU 2023-01”), which provides additional guidance concerning related party leasing arrangements between entities under common control.

Specifically, ASU 2023-01 provides a practical expedient for private companies in determining whether a related party arrangement qualifies as a lease and provides new guidance for all entities on the amortization period of leasehold improvements for common control arrangements.

As the Company is a public company, the practical expedient for related party arrangements is not applicable to Bruker.

This guidance is effective for annual and interim reporting periods beginning after December 15, 2023.

Additionally, the Company evaluated the impact of adopting this new guidance regarding the amortization period of leasehold improvements for common control arrangements and concluded it is not expected to have a material impact on the consolidated financial statements and related disclosures.

In March 2020, the FASB issued ASU No.

2020-04, Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides temporary optional guidance to ease the potential burden in accounting for reference rate reform.

The guidance provides optional expedients and exceptions for applying generally accepted accounting principles to transactions affected by reference rate reform if certain criteria are met.

These transactions include:

contract modifications, hedging relationships, and sale or transfer of debt securities classified as held-to-maturity.

In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848):

Scope, to clarify that certain optional expedients and exceptions under the reference rate reform guidance for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition.

Specifically, certain provisions in the reference rate reform guidance, if elected by an entity, apply to derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform.

This temporary guidance is effective for all entities as of March 12, 2020, through December 31, 2023.

The Company elected to apply this guidance for all contract modifications or eligible hedging relationships during that time period subject to certain criteria.

The following table presents the Company’s revenues by Segment for the years ended December 31 (in millions):

Revenue by Segment:

Eliminations (a)

Total revenue

(a) Represents corporate costs and eliminations not allocated to the reportable segments.

Revenue for the Company recognized at a point in time versus over time is as follows for the years ended December 31 (in millions):

Revenue recognized at a point in time

Revenue recognized over time

Total revenue

Remaining Performance Obligations

Remaining performance obligations represent the aggregate transaction price allocated to a promise to transfer a good or service that is fully or partially unsatisfied at the end of the period.

As of December 31, 2023, remaining performance obligations were approximately $ 2,226.7 million.

Contract Balances

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, notes receivables and unbilled receivables (contract assets) and deferred revenue, customer deposits and billings in excess of revenue recognized (contract liabilities) on the Company’s consolidated balance sheets.

Contract assets— Most of the Company’s long-term contracts are billed as work progresses in accordance with the contract terms and conditions, either at periodic intervals or upon achievement of certain milestones.

Billing often occurs subsequent to revenue recognition, resulting in contract assets.

Contract assets are classified as either other current assets or other long-term assets in the condensed consolidated balance sheets.

The balance of contract assets as of December 31, 2023, and December 31, 2022, was $ 85.8 million and $ 61.3 million, respectively.

Contract liabilities— The Company often receives cash payments from customers in advance of the Company’s performance, resulting in contract liabilities.

These contract liabilities are classified as either current or long-term in the consolidated balance sheet based on the timing of when revenue recognition is expected.

The balance of contract liabilities as of December 31, 2023, and December 31, 2022, was $ 491.4 million and $ 471.7 million, respectively.

The increase in the contract liability balance during the year ended December 31, 2023, is primarily a result of new performance obligations entered into during the period and delays in certain system installations due to supply chain and logistics challenges.

Approximately $ 342.9 million of the contract liability balance on December 31, 2022, was recognized as revenue during the year ended December 31, 2023.

Other Current Assets

Other current assets consisted of the following (in millions):

Unbilled and notes receivable

Income and other taxes receivable

Prepaid expenses

Deposits with vendors

Interest rate cross-currency swap agreements

Other current assets

Pro forma financial information has been presented for the PhenomeX acquisition and not for others because the impact, individually and collectively from the other acquisitions, on revenues and net income is not material.

Amounts allocated to goodwill that are attributable to expected synergies are not expected to be deductible for tax purposes.

On October 2, 2023, the Company acquired 100 % of the outstanding stock of PhenomeX Inc.

(“PhenomeX”), a publicly traded company, for a purchase price of $ 109.4 million, net of $ 11.8 million in cash acquired.

Total cash consideration of $ 121.2 million consisted of $ 107.2 million for the acquisition of the outstanding stock including an $ 8.0 million payment to settle an employee award, and settlement of a $ 14.0 million note previously issued by the Company to PhenomeX during 2023.

PhenomeX is a life science tools company with a focus on functional cell biology.

Their products and services provide customers with, among other offerings, Optofluidic platforms such as the Beacon, Beacon Select and Beacon Quest as well as Proteomic Barcoding Platforms, such as the IsoLight System and the IsoSpark System.

PhenomeX is domiciled in Emeryville, California and was integrated into the BSI Nano Segment.

The Company renamed PhenomeX to Bruker Cellular Analytics (“BCA”) following acquisition.

The fair value of the identifiable intangible assets has been estimated by using the income approach through a discounted cash flow analysis of certain cash flow projections.

The cash flow projections are based on forecasts used by the Company to price the acquisition, and the discount rates applied were benchmarked by referencing the implied rate of return of the Company’s pricing model and the weighted average cost of capital.

The amortization period for the intangible assets acquired ranges from eight to twelve years for the technology and fifteen years for the customer relationships.

The components and fair value allocation of the consideration transferred in connection with the acquisition are as follows (in millions).

PhenomeX Inc.

The Company adopted ASU 2023-07 and applied the guidance retrospectively to all periods presented in the consolidated financial statements.

During the years ended December 31, 2024 and 2023, the Company completed various acquisitions that collectively complemented its existing product offerings of the Company’s existing businesses.

The valuation methodology used to determine the fair value of the identifiable assets acquired and liabilities assumed, unless otherwise noted, is consistent with that described in Note 2, Summary of Significant Accounting Policies.

2024 acquisitions:

The following table reflects the consideration transferred and the allocation to the identifiable assets acquired and liabilities assumed for the 2024 acquisitions (in millions):

NanoString Technologies

Chemspeed Technologies AG

Consideration Transferred:

Cash acquired

Total consideration transferred

Fair value of contingent consideration

Working capital and other closing adjustments

Total consideration transferred, net of cash acquired

Allocation of Consideration Transferred:

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Property, plant and equipment

Deferred tax assets

Intangible assets:

Customer relationships

Deferred taxes (net)

Liabilities assumed

Total consideration allocated

Bargain purchase gain

The financial data presented above represents the provisional determination of the fair value of the identifiable assets acquired and liabilities assumed based on the information available to us as of the time of the issuance of these financial statements.

The Company is in the process of reviewing and identifying acquisition accounting adjustments for several acquired tax positions including the final calculation of the acquired federal and state net operating loss carryforwards “NOLs”.

Section 382(h) of the Tax Reform Act of 1986 imposed highly complex rules for the annual base limitation for NOL utilization, including the determination of built-in gains and losses.

PhenomeX incurred significant losses prior to its acquisition by the Company and has undergone several ownership changes.

Accordingly, the values recognized related to the deferred tax assets are based on provisional amounts and are subject to change until the Company finalizes its Section 382(h) study during the measurement period which is no later than one year from acquisition date.

The final determination may result in asset and liability values that are different than the preliminary estimates and may result in an adjustment to the bargain purchase gain recorded in earnings.

ASC 805, Business Combinations , requires that any excess of fair value of acquired net assets, including identifiable intangible assets over the acquisition consideration, results in a gain from bargain purchase.

The PhenomeX acquisition resulted in a gain on bargain purchase due to the estimated fair value of the identifiable net assets acquired exceeding the purchase consideration transferred by $ 144.1 million and is shown as a gain on bargain purchase on our consolidated statement of income.

Prior to recognizing the gain, the Company reassessed the measurement and recognition of identifiable assets acquired, and liabilities assumed and concluded that the valuation procedures and resulting measures were appropriate.

The acquisition resulted in a bargain purchase gain due to the following factors:

(i) the sellers were motivated and were looking for new management to lead the strategic direction of the company, create economies of scale and return the company to profitable operations, (ii) recurring operating losses resulted in a valuation of PhenomeX that significantly affected its market capitalization that resulted in a sustained decrease in stock price and fair value and (iii) PhenomeX has accumulated significant NOL’s that can be utilized by the Company, subject to annual limitations, to reduce its US taxable income which could not be benefited by PhenomeX.

Results of acquired operations of BCA

The results of the acquired operations of BCA have been included in the consolidated financial statements of the Company since its acquisition date of October 2, 2023.

For the period from October 2, 2023, through December 31, 2023, BCA had total revenues of $ 7.0 million and pre-tax net loss of $ 43.4 mil lion.

The tax effect on pre-tax net loss of BCA is included in the consolidated US tax return of Bruker Corporation.

In connection with the acquisition of PhenomeX, the Company incurred $ 10 million of acquisition-related expenses.

These expenses primarily include legal and professional services.

These acquisition-related expenses were recorde d within Other Charges, Net in the consolidated statement of operations.

Shortly after acquiring PhenomeX, the Company initiated a restructuring plan.

See Note 21, Other Charges, Net .

Supplemental Pro Forma Information (unaudited)

The supplemental pro forma financial information presented below is for illustrative purposes only, does not include the pro forma adjustments that would be required under Article 11 of Regulation S-X for pro forma financial information, is not necessarily indicative of the financial position or results of operations that would have been realized if the combination with PhenomeX had been completed on January 1, 2023, does not reflect synergies that might have been achieved, nor is it indicative of future operating results or financial position.

The pro forma adjustments are based upon currently available information and certain assumptions that the Company believes are reasonable under the circumstances.

On March 21, 2023, pursuant to a merger agreement (“IsoPlexis Merger”), Berkeley Lights, Inc.

(“BLI”) acquired and merged with IsoPlexis Corporation (“IsoPlexis”) with IsoPlexis surviving the merger as a wholly owned subsidiary of BLI.

The newly merged company was renamed PhenomeX Inc.

Historical financial statements of PhenomeX for periods prior to the IsoPlexis Merger are the historical financial statements of BLI.

As a result, it would not be meaningful and would be impracticable to present comparative pro forma financial information as though the acquisition of PhenomeX had occurred as of the beginning of the comparable prior annual reporting period as if the business combination with PhenomeX had been completed on January 1, 2022.

Year Ended December 31, 2023

Before Adjustments

After Adjustments

Net income (loss)

The supplemental pro forma financial information reflects pro forma adjustments which primarily include:

• A net increase in amortization and depreciation expense of tangible and intangible assets which are assumed to be recorded at their assigned fair values as of January 1, 2023.

• The related income tax effects of the adjustments noted above were not material.

In the year ended December 31, 2023, the Company completed various other acquisitions that collectively complemented its existing product offerings of the Company’s existing businesses.

The following table reflects the consideration transferred and the respective reportable segment for certain of the 2023 acquisitions (in millions):

Acquisitions material to the Company’s financial statements

The table below summarizes information on acquisitions material to the Company’s financial statements in 2024:

NanoString Technologies

Chemspeed Technologies AG

Acquisition date

April 30, 2024

March 6, 2024

Bruker segment

Activity of acquired business

End-to-end research solutions in the spatial biology field and provides life-science research solutions for spatial transcriptomics and gene expression analysis which have been critical in enabling scientists and medical researchers to advance vital discovery, translational, and pre-clinical disease research.

The acquisition complements the Company's spatial proteomics platform and contribute to further its leadership in the post-genomic era.

Molecular diagnostics, microbiology and biomedical testing equipment.

The acquisition expands the segment’s portfolio with the addition of pioneering innovation in molecular diagnostics which combined with the Segment's existing offerings establish Bruker as an innovative and growing infectious disease specialist in the in-vitro diagnostics market.

Automated laboratory research and development and quality control workflow solutions in a wide range of chemical research fields.

The acquisition expands the segment’s portfolio in vendor-agnostic scientific software, R&D, and laboratory automation.

Washington, U.S.A.

Various - Primarily Torino, Italy and Washington and Utah, U.S.A.

Füllinsdorf, Switzerland

Acquired interest

Business/technology acquired

Substantially all of the assets and rights associated with the business of NanoString Technologies including the equity interests of the six subsidiaries (collectively, “NanoString”).

The Company also assumed certain of its liabilities, including potential liabilities associated with ongoing litigations.

Included in the liabilities assumed as of the acquisition date is $ 44.7 M determined in accordance with ASC Topic 450.

Refer to Note 26, Commitments and Contingencies for more details on these litigations.

Outstanding share capital of TecInvest S.à r.l, Eliman 1 S.à r.l,, and Eliman 2 S.à r.l, and their 100 % interests in 18 subsidiaries (collectively “ELITech” or “ELITech Group”).

Outstanding share capital of Chemspeed Technologies AG and its three wholly owned subsidiaries (collectively “Chemspeed”).

In the acquisitions above, customer relationships and technology intangible assets were the most significant identifiable assets acquired.

The fair value of the intangible assets is estimated using a multi-period excess earnings method for customer relationships and a relief from royalty method for technology.

For the acquisition of ELITechGroup, the cash flow projections for the customer relationships included significant judgments and assumptions related to customer attrition rates, contributory asset charges, and discount rates and the cash flow projections for the technology included significant judgments and assumptions related to revenue growth rates, royalty rates, obsolescence rates and discount rates.

The following table presents estimated useful life for the acquired intangible assets as determined by the Company:

NanoString Technologies

Chemspeed Technologies AG (a)

Intangible Asset — Technology

4 to 14 years

Intangible Asset — Tradenames

Intangible Asset — Customer relationships

5 to 15 years

(a) The Company expects to amortize backlog through the first quarter of 2026.

The Company believes goodwill to represent future economic benefits of the acquisitions that are not individually identifiable, primarily expected synergies from combining the businesses such as the elimination of surplus facilities and headcount, and the utilization of the Company’s existing commercial infrastructure to expand sales of the acquired businesses’ products and services.

The Company does not expect the amounts allocated to goodwill for ELITechGroup or Chemspeed to be deductible for tax purposes.

The Company expects the amounts allocated to goodwill for NanoString to be deductible for tax purposes

In the acquisitions above, the Company recorded the provisional determination of the fair value of the identifiable assets acquired and liabilities assumed based on the information available as of the time of the acquisitions.

For ELITechGroup, as a result of the finalization of the contractual net working capital adjustment, the Company recorded an immaterial measurement period adjustment to the carrying amount of goodwill.

For Chemspeed, the Company recorded certain immaterial measurement period adjustments relating the provisional amounts recorded for accounts receivable, inventory, deferred revenue, intangible assets and goodwill relating to updates to the Company’s valuation and other assumptions.

For NanoString, the Company recorded certain measurement period adjustments relating to the provisional amounts recorded for intangible assets and goodwill relating to updates to the Company’s valuation and other assumptions.

The related impact to the consolidated statements of income that would have been

recognized in previous periods if the adjustments were recognized as of the acquisition date was a reduction of $ 2.8 million in amortization expense recorded during the fourth quarter of 2024.

The Company is in the process of finalizing its valuation of the assets acquired and liabilities assumed related to these acquisitions.

The final fair value of the net assets acquired may result in adjustments to these assets and liabilities, including goodwill .

Other 2024 Acquisitions

During the year ended December 31, 2024, the Company acquired other businesses which were accounted for under the acquisition method that complemented the Company’s existing product offerings.

The following table reflects the consideration transferred and the respective reportable segment for the acquisitions (in millions):

Name of Acquisition

Date Acquired

Consideration, net of Cash Acquired

Consideration

January 2, 2024

Spectral Instruments Imaging LLC

February 1, 2024

Other (In aggregate)

For the period from the date of acquisition through December 31, 2024, the revenues and results of operations included in the consolidated financial statements of the Company from the other acquisitions listed in table above were not material, therefore, additional pro forma information combining the results of operations of the Company and these acquisitions have not been included.

The table below summarizes information on certain of the Company’s other acquisitions in 2024:

Spectral Instruments Imaging LLC

Activity of acquired business

Manufacturer of preclinical optical systems for bioluminescent, fluorescent and x-ray imaging to fit the workflows of animal scientists.

Designer and manufacturer of high-end electron-optical instruments with diverse application to the needs of its customers.

Arizona, U.S.A.

Washington, U.S.A.

Acquired interest

Business/technology acquired

Outstanding share capital of Spectral Instruments Imaging, LLC (“Spectral”).

Outstanding share capital of Nion, LLC (“Nion”).

Contingent consideration

Cash consideration is subject to adjustments of up to $ 10.0 million if certain revenue and EBITDA targets are met through 2025.

Cash consideration is subject to adjustments of up to $ 23.0 million if certain revenue and non-revenue milestones are achieved through 2026.

The following table presents estimated useful life for the acquired intangible assets for the material other acquisitions in 2024 as determined by the Company:

Spectral Instruments Imaging LLC

Nion, LLC (a)

Intangible Asset — Technology

Intangible Asset — Tradenames

not applicable

Intangible Asset — Customer relationships

(a) The Company expects to amortize backlog through the fourth quarter of 2027.

The amortization period for the intangible assets acquired for the Company’s other acquisitions is seven to eleven years for the technology, eleven to fifteen for customer relationships and twelve years for tradenames.

The fair values of the trade name and technology of certain acquisitions were not material and were expensed in full during 2024.

The Company does not expect the amounts allocated to goodwill to be deductible for tax purposes.

For Spectral Instruments Imaging LLC, the Company finalized the net working capital adjustment in the second and fourth quarter of 2024, and it resulted in an

immaterial additional purchase consideration.

For Nion, LLC, the Company finalized the net working capital adjustment in the second quarter of 2024 and it resulted in no additional purchase consideration .

The Company is in the process of finalizing its valuation of the assets acquired and liabilities assumed related to these acquisitions which may result in adjustments to these assets and liabilities, including goodwill .

Results of operations for 2024 acquired businesses

Results from the 2024 acquisitions included in the consolidated financial statements of the Company from the acquisition dates through December 31, 2024 include revenues of $ 259.5 million and pre-tax losses totaling $ 108 million.

Pre-tax losses include purchased intangible amortization and step up inventory costs related to the acquisitions as well as acquisition related expenses, which are recorded within "Other charges, net" in the consolidated statements of income.

Acquisition related expenses primarily relate to pre-close services, legal and professional services associated with integration activities, and other transaction costs.

The tax effect of pre-tax losses incurred will be included in the related jurisdictional tax returns of its subsidiaries.

2023 acquisitions:

The following table reflects the consideration transferred and the allocation to the identifiable assets acquired and liabilities assumed for the 2023 acquisitions (in millions):

PhenomeX Inc.

Biognosys, AG

Miro Analytical AG

Consideration Transferred:

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Property, plant and equipment

Deferred tax assets

Intangible assets:

Customer relationships

Liabilities assumed (a)

Liabilities assumed

Total consideration allocated

(a) This amount includes an assumed liability for vested employee awards of $ 6.3 million on the acquisition date which was settled in the post-closing period ended March 31, 2023, for Biognosys, AG.

Bargain purchase gain

(a) Total cash consideration consisted of $107.2 million for the acquisition of the outstanding stock including an $8.0 million payment to settle an employee award, and settlement of a $14.0 million note previously issued by the Company to PhenomeX during 2023.

(b) This amount includes an assumed liability for vested employee awards of $6.3 million on the acquisition date which was settled in the post-closing period ended March 31, 2023, for Biognosys, AG.

Acquisitions material to the Company’s financial statements

The table below summarizes information on the acquisition material to the Company’s financial statements in 2023:

PhenomeX Inc.

Acquisition date

October 2, 2023

Bruker segment

Activity of acquired business

PhenomeX is a life science tools company with a focus on functional cell biology.

The acquisition complements the Company's cellular and sub-cellular analysis tools including our high-performance spatial biology platform.

California, U.S.A.

Acquired interest

Business/technology acquired

Outstanding stock of PhenomeX Inc.

(a) The Company renamed PhenomeX to Bruker Cellular Analytics (“BCA”) following acquisition.

The following table presents estimated useful life for the acquired intangible assets as determined by the Company:

PhenomeX Inc.

Intangible Asset — Technology

Intangible Asset — Customer relationships

The acquisition resulted in a bargain purchase gain due to the following factors:

During 2024 the Company finalized the Section 382(h) study on NOL and R&D credits at the end of the measurement period, and as a result, the Company recorded a charge to the bargain purchase of $ 8.0 million.

Results of acquired operations of BCA

The results of the acquired operations of BCA have been included in the consolidated financial statements of the Company since its acquisition date of October 2, 2023.

For the period from October 2, 2023, through December 31, 2023, BCA had total revenues of $ 7.0 million and pre-tax net loss of $ 43.4 million.

The tax effect on pre-tax net loss of BCA is included in the consolidated US tax return of Bruker Corporation.

Shortly after acquiring PhenomeX, the Company initiated a restructuring plan.

Refer to Note 11, Other Charges, Net .

The Company did not expect the amounts allocated to goodwill to be deductible for tax purposes.

Other 2023 Acquisitions

During the year ended December 31, 2023, the Company acquired other businesses which were accounted for under the acquisition method that complemented the Company’s existing product offerings.

The table below summarizes information on the Company’s certain other acquisitions in 2023:

Biognosys, AG

On January 3, 2023, the Company acquired 97.15 % of the outstanding stock of Biognosys, AG (“Biognosys”), a privately held company, for a cash consideration of CHF 75 million (approximately $ 80.1 million) less assumed liability for employee awards of CHF 5.9 million (approximately $ 6.3 million).

Biognosys offers mass spectrometry based next-generation proteomics contract research services as well as proprietary proteomics software and laboratory consumables to support academic, pharma and biotech research and clinical development.

Biognosys is domiciled in Zurich, Switzerland, and was integrated into the BSI CALID Segment.

Acquisition date

January 3, 2023

Bruker segment

Activity of acquired business

Mass spectrometry based next-generation proteomics contract research services as well as proprietary proteomics software and laboratory consumables to support academic, pharma and biotech research and clinical development.

Acquired interest

Business/technology acquired

Outstanding stock of Biognosys, AG and its wholly owned subsidiary (collectively, “Biognosys”)

Additional acquisition agreements

Concurrent with the acquisition, the Company entered into an agreement with the noncontrolling interest holders that provides the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the remaining 2.85 % of Biognosys for cash to the founders at a contractually defined redemption value exercisable beginning in 2028.

1 unchanged sentence

The fair value at acquisition date of these put option rights has been bifurcated into two financial instruments to separately account for the amounts attributable to the put option rights to sell the non-controlling interests on exercise dates at (1) above the minimum redemption value and (2) the minimum redemption value or floor value that is subject to post combination employment (the hybrid instrument) services.

The rights (embedded derivative) to the option shares can be sold at a minimum redemption value provided certain post combination employment services are met or at fair value, if above the floor, on the purchase or sell date.

Therefore, the portion assigned to the minimum redemption value of option value of the hybrid instrument, which is tied to continued employment of the noncontrolling interest holders, was classified as a long-term liability on the consolidated balance sheet.

The hybrid instrument was initially measured at fair value on the acquisition date and shall be accreted over the post combination service period.

The acquisition date fair value of the hybrid instrument which is an embedded derivative was not material.

The rights associated with the portion of the noncontrolling interest above the minimum redemption value are contingently redeemable at the option of the Company or the noncontrolling interest holders.

As redemption of the rights is contingently redeemable at the option of the noncontrolling interest shareholders, the Company classifies the carrying amount of these rights in the mezzanine section on the consolidated balance sheet, which is presented above the equity section and below liabilities.

The redeemable noncontrolling interest is initially measured at fair value on acquisition date and subsequently at the greater of the amount that would be paid if settlement occurred as of the balance sheet date based on fair value as defined in the purchase agreement and its carrying amount adjusted for net income (loss) attributable to the noncontrolling interest.

Adjustments to the carrying value of the redeemable noncontrolling interest are recorded through retained earnings.

The amortization period for the intangible assets acquired is seven years for the technology and nine years for the customer relationships.

The trade name was determined to have an indefinite life.

The Company expects to amortize backlog through the end of 2025.

On May 4, 2023, the Company acquired 60 % of the outstanding share capital of OSTHUS Beteiligungs GmbH and its wholly owned subsidiaries:

OSTHUS Group GmbH, Zontal Inc., Zontal GmbH, and Zontal Data Information Technology (Dalian) co., Ltd, (hereinafter, the “Zontal Companies”) for cash consideration of EUR 13.4 million (approximately $ 14.8 million) with the potential for additional consideration of up to $ 14.4 million if certain revenue and EBITDA targets are met through 2025.

Zontal, Inc, is the main operating company.

The Zontal Companies offer various software applications and integrations including data management (Informatics and SDMS), which enables customers to harmonize, preserve and reuse their data to generate efficiencies and automate workflows.

The Zontal Companies are domiciled in Aachen, Germany, and are integrated into the BSI BioSpin Segment.

Concurrent with the acquisition, the Company entered into an agreement with the noncontrolling interest holders that provides the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the remaining 40 % of the Zontal Companies at a contractually defined redemption value exercisable beginning in 2027 and in 2031.

The rights (embedded derivative) to the option shares can be exercised at a discounted redemption value upon certain events related to post combination employment services.

As the options are tied to continued employment, the Company classified the hybrid instrument (noncontrolling interest with an embedded derivative) as a long-term liability on the consolidated balance sheet.

The hybrid instrument associated with the options is initially measured at fair value on the acquisition date.

Subsequent to the acquisition, the carrying value of the hybrid instrument is remeasured to fair value with changes recorded to stock-based compensation expense in proportion to the requisite service period vested.

The amortization period for the intangible assets acquired is eight years for technology, ten years for the trade name, and thirteen years for the customer relationships.

The Company expects to amortize backlog through 2028.

MIRO Analytical AG

On October 2, 2023, the Company acquired 58.26 % of the outstanding share capital of MIRO Analytical AG, (hereinafter, “MIRO”) for cash consideration of CHF 8.8 million (approximately $ 9.6 million).

MIRO operates in the development, production, and distribution of equipment for gas analysis and related components.

MIRO provides companies with tools to monitor and report on air pollution and greenhouse gases and therefore, empower them to act against air pollution and climate change.

MIRO is domiciled in Switzerland and is integrated into the BSI CALID segment.

Concurrent with the acquisition, the Company entered into an agreement with the noncontrolling interest holders that provides the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the remaining 41.74 % of MIRO at a contractually defined redemption value exercisable beginning in 2028 and in 2031.

The redemption value and rights related to the noncontrolling interest vary for the founders and the other shareholder.

The fair value of these rights has been bifurcated into two financial instruments to separately account for the amounts attributable to the founders and the amount attributable to other shareholders.

The rights (embedded derivative) associated with the founders shared may be exercised at a discounted redemption value upon certain events related to post combination employment services.

The hybrid instrument associated with the founder’s options is initially measured at fair value on the acquisition date.

The rights associated with the other noncontrolling interest holders are contingently redeemable at the option of the Company or the noncontrolling interest holders.

The redeemable noncontrolling interest is initially measured at fair value and subsequently at the greater of the amount that would be paid if settlement occurred as of the balance sheet date based on the contractually defined redemption value and its carrying amount adjusted for net income (loss) attributable to the noncontrolling interest.

Adjustments to the carrying value of the redeemable noncontrolling interest are recorded through retained earnings.

The amortization period for the intangible assets acquired is eleven years for technology.

The Company has fully amortized the trade name and customer relationships as of December 31, 2023.

Other 2023 Acquisitions

In the year ended December 31, 2023, the Company completed various other acquisitions that complemented the Company's existing product offerings and are accounted for under the acquisition method.

The following table reflects the consideration transferred and the respective reportable segment for these acquisitions (in millions):

Name of Acquisition

The following table presents estimated useful life for the acquired intangible assets for the material other acquisitions in 2023 as determined by the Company:

Biognosys, AG (a)

Intangible Asset — Technology

Intangible Asset — Tradenames

Intangible Asset — Customer relationships

a) The Company expects to amortize backlog through the end of 2025.

The following table reflects the consideration transferred and the respective reportable segment for certain other acquisitions (in millions):

Date Acquired

Consideration

Acquifer Imaging GmbH and Deltabyte GmbH

January 4, 2023

Pinpoint Testing LLC

March 28, 2023

Fasmatech Science SA

March 3, 2023

Interherence GmbH

Other majority owned acquisitions

Total Consideration, net of Cash Acquired

Cash Consideration

Other (In aggregate)

For the period from the date of acquisition through December 31, 2023, the revenues and results of operations included in the consolidated financial statements of the Company were not material, therefore, additional pro forma information combining the results of operations of the Company and these acquisitions have not been included.

The amortization period of the intangibles acquired for the Company’s other acquisitions is seven to eleven years for technology, one to twelve years for tradenames, and seven to fourteen years for customer relationships.

The fair values of technology for certain acquisitions were not material and were expensed in full during 2023.

The Company does not expect the amounts allocated to goodwill to be deductible for tax purposes.

Supplemental Pro Forma Information (unaudited):

The unaudited pro forma financial information in the table below summarizes the combined GAAP revenue and net income (loss) results of the Company as though the material acquisitions of PhenomeX, ELITechGroup and Chemspeed had been completed on January 1, 2023 (in millions):

December 31, 2024

December 31, 2023

Before Adjustments

After Adjustments

Before Adjustments

After Adjustments

Net income (loss)

The pro forma financial information above for the year ended December 31, 2023 also include the results of NanoString as though this acquisition had been completed on January 1, 2023.

NanoString was unable to file its Annual Report on Form 10-K for the year ended December 31, 2023, under the Securities and Exchange Act of 1934, as amended, following NanoString and certain of its subsidiaries filing voluntary petitions under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware on February 4, 2024.

Further, management considers that results of NanoString for the period from October 1, 2023, through May 6, 2024, are unlikely to be meaningful to users of these financial statements given the operations and financial results of NanoString were inherently materially impacted by the bankruptcy declaration.

Accordingly, the pro forma financial information does not include the results of NanoString from October 1, 2023, through its acquisition date of May 6, 2024, as the historical financial statements after the quarter ended September 30, 2023 are not meaningful.

On March 21, 2023, pursuant to a merger agreement (“IsoPlexis Merger”), Berkeley Lights, Inc.

(“BLI”) acquired and merged with IsoPlexis Corporation (“IsoPlexis”) with IsoPlexis surviving the merger as a wholly owned subsidiary of BLI.

The newly merged company was renamed PhenomeX Inc.

Historical financial statements of PhenomeX for periods prior to the IsoPlexis Merger are the historical financial statements of BLI.

The pro forma adjustments that impact net income (loss) include the following (in millions):

December 31, 2024

Net (increase) in amortization and depreciation expense associated with tangible and intangible assets

Net (increase) in interest expense

Total pro forma adjustments - net income (loss)

The supplemental pro forma financial information presented above is for illustrative purposes only and does not include the pro forma adjustments that would be required under Article 11 of Regulation S-X for pro forma financial information.

This supplemental pro forma financial information is not necessarily indicative of the financial position or results of operations that would have been realized if the PhenomeX, NanoString, ELITechGroup and Chemspeed acquisitions had been completed on January 1, 2023.

No effect has been given for synergies, if any, that may have been achieved through the acquisitions nor is it indicative of future operating results or financial position.

The pro forma adjustments are based upon currently available information and certain assumptions that the Company believes are reasonable under the circumstances.

Minority and Equity-method Investments

In the year ended December 31, 2023, the Company also made several minority investments.

For these investments accounted for under the alternative measurement, these values also represent the carrying value at December 31, 2023.

No impairments have been recognized on these investments.

The following table reflects the consideration transferred and the respective reporting segment for the investments (in millions):

Acquisition /

As of December 31, 2024, the aggregate amount of investments in equity interests without a readily determinable fair value using the measurement alternative is $ 35.6 million.

During the year ended December 31, 2024, the Company completed several minority investments.

The following table reflects the consideration transferred (in millions):

Classification

2 unchanged sentences

Consideration

Tome Biosciences

Other long-term assets

July 31, 2024

Other Investments

Other minority investments

Other long-term assets

During the year ended December 31, 2023, the Company recorded a realized gain of $ 6.8 million from the sale of a minority investment.

In the year ended December 31, 2022, the Company recorded an unrealized gain of $ 1.7 million from the remeasurement of a minority investment upon the occurrence of an observable transaction.

The realized and unrealized gain is included in “Interest and other income (expense), net” in the Consolidated Statements of Income and Comprehensive Income.

For the year ended December 31, 2023, the Company recognized $ 18.2 million in impairment charges to write down the carrying value of certain minority investments.

The Company did no t recognize any impairment charges related to its minority investments for the year ended December 31, 2022.

The impairment charges are included in “Interest and other income (expense), net” in the Consolidated Statements of Income and Comprehensive Income.

2024—Subsequent Event Acquisitions

On February 22, 2024, the Company acquired a minority equity interest in a privately held biotechnology company located in California for $ 10.0 million.

The company utilizes precision proteomics to enable early detection of diseases.

On February 5, 2024, the Company acquired 100 % of the outstanding stock of Nanophoton Corporation for a purchase price of $ 12.25 million, with potential for additional consideration of up to $ 5.25 million if certain revenue targets and non-revenue milestones are met through 2027.

On February 1, 2024, the Company acquired 100 % of the outstanding stock of Spectral Instruments Imaging for a purchase price of $ 27.5 million, with potential for additional consideration of up to $ 10 million if certain revenue and EBITDA targets are met through 2025.

On January 2, 2024, the Company acquired 100 % of the outstanding stock of Nion, LLC for a purchase price of $ 35 million, subject to a net working capital adjustment.

The transaction also has the potential for additional contingent consideration of up to $ 23 million if certain revenue targets and non-revenue milestones are met.

On January 1, 2024, the Company acquired 100 % of the outstanding stock of Tornado Spectral Systems for a purchase price of CAD 30 million ($ 23 million).

In December 2023, the Company entered into a binding put option agreement (the “Put Option Letter”) with Tecfin S.à r.l., a controlled affiliate of PAI Partners acting for itself and on behalf of the shareholders ( “the Sellers”) owning directly or indirectly 100 % of the issued and outstanding securities of TecInvest S.à r.l, which does business as ELITechGroup.

ELITechGroup’s subsidiaries are active in the molecular diagnostics, microbiology and biomedical testing equipment fields.

Following completion of required works council consultation processes in France and the Netherlands, on February 27, 2024, the Company entered into a Securities Purchase Agreement (the “Share Purchase Agreement”) with the Sellers to acquire all the outstanding securities of Tecfin S.a.r.l., Eliman S.A.S.

and Eliman 2 S.A.S., which entities collectively, own a 100 % interest in TecInvest S.a.r.l.

Under the terms of the Share Purchase Agreement, the Company will acquire all issued and outstanding securities of ELITechGroup and their subsidiaries for a cash purchase price of EUR 870 million (approximately $ 962 million), subject to certain adjustments.

The Share Purchase Agreement provides that closing of the acquisition is subject to the satisfaction or waiver of certain conditions, including certain regulatory approvals and notices.

The Put Option Letter terminated upon execution of the Share Purchase Agreement.

In the year ended December 31, 2022, the Company completed various acquisitions that collectively complemented its existing product offerings of to the Company’s existing businesses.

The following table reflects the consideration transferred and the respective reportable segment for each of the 2022 acquisitions (in millions):

PreOmics GmbH

Optimal Industrial Automation and Technologies

Inscopix, Inc.

Consideration Transferred:

Cash acquired

Fair value of hybrid financial instruments - founders

Fair value of redeemable noncontrolling interest - other shareholders

Fair value of contingent consideration

Working capital adjustment

Total consideration transferred

Allocation of Consideration Transferred:

Accounts receivable

Other current assets

Property, plant and equipment

Intangible assets:

Customer relationships

Liabilities assumed

Total consideration allocated

PreOmics GmbH

On January 18, 2022, the Company acquired a 74.15 % interest in PreOmics GmbH, (“PreOmics”), a privately held company, for a purchase price of EUR 46.1 million (approximately $ 52.1 million).

PreOmics is a provider of sample preparation and automation solutions for proteomic analysis by mass spectrometry systems.

PreOmics is located in Munich, Germany and was integrated into BSI CALID Segment.

Concurrent with the acquisition, the Company entered into an agreement with the noncontrolling interest holders that provides the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the remaining 25.85 % of PreOmics for cash at a contractually defined redemption value for both the original founders and other shareholders of PreOmics, exercisable beginning in 2026.

The fair value of these rights has been bifurcated into two financial instruments to separately account for the amounts attributable to the founders and the amount attributable to other shareholders.

The rights (embedded derivative) associated with the founders can be accelerated, at a discounted redemption value, upon certain events related to post combination employment services.

The hybrid instrument associated with the founders is initially measured at fair value on the acquisition date.

The rights associated with the other noncontrolling interest shareholders are contingently redeemable at the option.

As redemption of the rights is contingently redeemable at the option of the noncontrolling interest shareholders, the Company classifies the carrying amount of the redeemable noncontrolling interest in the mezzanine section on the consolidated balance sheet, which is presented above the equity section and below liabilities.

Adjustments to the carrying value of the redeemable noncontrolling interest are recorded through retained earnings.

The Company completed the fair value allocation during 2022.

The amortization period for the intangible assets acquired is nine years for technology, and twelve years for the trade name and customer relationships.

Optimal Industrial Automation and Technologies

On April 1, 2022, the Company completed a share purchase agreement to acquire 100 % of the outstanding stock of Optimal Industrial Technologies Limited (“OIT”) and Optimal Industrial Automation Limited (“OIA”), collectively, “Optimal”.

The purchase price for the outstanding shares of Optimal was approximately GBP 30.7 million (approximately $ 40.3 million) with the potential for additional contingent consideration of up to GBP 3.4 million (approximately $ 4.5 million).

OIA and OIT, provide industrial automation solutions and Process Analytical Technology (“PAT”) software and services to Life Sciences, Pharmaceutical, Chemical, Fast-Moving Consumer Goods, Power Generation and Food & Beverage customers around the globe.

The Optimal Industrial Companies are closely related as OIA is a PAT software company, which develops and sells “turn-key industrial solution”, and OIT is a services company, which provides PAT expertise related to the software in addition to 24/7 integration support.

Optimal is located in Bristol, England, and was integrated into the BSI BioSpin Segment.

The Company accounted for the purchase of Optimal under the acquisition method.

The preliminary fair value allocation for Optimal included contingent consideration in the amount of GBP 0.3 million (approximately $ 0.4 million), which represented the estimated fair value of future payments to the former shareholders of Optimal based on achieving revenue targets in 2022.

The Company completed the fair value allocation during the measurement period.

The amortization period for the intangible assets acquired is ten years for the technology, between twelve years and fourteen years for the customer relationships, and thirteen years for the trade names.

The Company amortized backlog through the second quarter of 2023.

Inscopix, Inc.

On November 7, 2022, the Company completed a share purchase agreement to acquire 100 % of the outstanding stock of Inscopix, Inc.

(“Inscopix”).

The purchase price for the outstanding shares of Inscopix was $ 101.5 million.

Inscopix is a private company founded in 2011 from Stanford University research that led to the invention of the miniscope.

The innovation at the core of the Inscopix brain-mapping platform is the integration and miniaturization of the benchtop fluorescence microscope into a 2-gram device that can be mounted onto the head of a freely behaving animal to observe its brain activity.

These miniscopes are empowering advances in neuroscience research and preclinical research for the development of transformational therapeutics.

Inscopix is located in Mountain View, California and will be integrated into the BSI Nano Segment.

The Company accounted for the purchase of Inscopix under the acquisition method.

The Company completed the fair value allocation during the measurement period.

The amortization period for the intangible assets acquired is ten years for the technology and customer relationships, and twelve years for the trade name.

In addition to the PreOmics, Optimal and Inscopix acquisitions, in 2022 the Company completed various other acquisitions accounted for under the acquisition method that complemented the Company’s existing product offerings.

The following table reflects the consideration transferred and the respective reportable segment for these acquisitions (in millions):

Name of Acquisition

Date Acquired

Consideration

Prolab Instruments GmbH

January 17, 2022

PepSep Holding ApS

February 1, 2022

IonSense, Inc

April 5, 2022

Neurescence, Inc.

November 30, 2022

In addition to the acquisitions noted above, in 2022 the Company also made several minority investments.

The following table reflects the consideration transferred and the respective reportable segment for the acquisitions (in millions):

Acquisition /

On July 31, 2024, the Company acquired a minority equity interest in NovAliX a preclinical contract research organization specializing in expert drug discovery services, headquartered in Strasbourg, France.

The Company obtained a 30 % interest in NovAliX’s common stock in exchange for consideration of EUR 31.5 million (approximately $ 34.1 million).

The Company accounts for its investment in NovAliX using the equity-method of accounting.

Concurrent with the transaction, the Company entered into an agreement with the remaining shareholders that provides the Company with the right to purchase, and the shareholders with the right to sell, the remaining ownership of NovAliX for cash at a contractually defined redemption value exercisable beginning in 2029 and ending in 2034.

The Company recognized a liability, classified in other long-term liabilities in the consolidated balance sheet, related to the potential obligation to acquire the remaining equity interests if the purchase option is exercised, estimated at EUR 14.4 million (approximately $ 16.0 million) using the discounted cash flow method.

During the year ended December 31, 2024, the Company recognized $ 24.6 million in impairment charges, to write down the carrying value of certain minority investments which are accounted for under the measurement alternative.

Included in these impairment charges are changes in value of certain investments based on established pricing for additional financing rounds.

The impairment charges are included in “Interest and other income (expense), net” in the consolidated statements of income.

During the year ended December 31, 2023, the Company completed several minority investments.

The following table reflects the consideration transferred for the investments (in millions):

Classification

2 unchanged sentences

Consideration

PrognomiQ, Inc

Other long-term assets

February 16, 2022

Other long-term assets

April 28, 2022

Other long-term assets

November 23, 2022

Other Investments

Other long-term assets

Allowance for Doubtful Accounts

Accounts receivable on the consolidated balance sheets are presented net of allowance for doubtful accounts.

The following is a summary of the components for allowance for doubtful accounts (in millions):

Balance at December 31, 2020

Balance at December 31, 2021

Balance at December 31, 2022

Balance at December 31, 2023

Inventories consisted of the following (in millions):

Raw materials

Work-in-process

Finished goods

Demonstration units

Total Inventories

Finished goods include in-transit systems that have been shipped to the Company’s customers but not yet installed and accepted by the customer.

At December 31, 2023, and 2022, finished goods inventory-in-transit was $ 48.6 million and $ 41.1 million, respectively.

Property, Plant and Equipment, Net

The following is a summary of property, plant and equipment, net by major asset class (in millions):

Building and leasehold improvements

Machinery, equipment, software and furniture and fixtures

Less accumulated depreciation and amortization

Property, plant and equipment, net

Depreciation expense, which includes the amortization of leasehold improvements, for the years ended December 31, 2023, 2022 and 2021 was $ 67.8 million, $ 51.6 million and $ 51.8 million, respectively.

During the year ended December 31, 2023, the Company recorded a realized gain of $ 6.8 million from the sale of a minority investment and recognized $ 18.2 million in impairment charges to write down the carrying value of certain minority investments.

The realized gain and impairment are included in “Interest and other income (expense), net” in the Consolidated Statements of Income.

Goodwill and Intangible Assets

1 unchanged sentence

Balance at December 31, 2021

Current period additions/adjustments

Current period additions

Foreign currency impact

Balance at December 31, 2022

Current period additions/adjustments

Current period additions

Current period adjustments

Foreign currency impact

Balance at December 31, 2023

Current period additions/adjustments

Current period additions

Foreign currency impact

Balance at December 31, 2024

The Company has historically evaluated its goodwill for impairment annually as of December 31 or more frequently if impairment indicators arose in accordance with Accounting Standards Codification (“ASC”) Topic 350, “Intangibles - Goodwill and Other.” In the fourth quarter of 2022, the Company changed the date of its annual assessment of goodwill to October 1st for all reporting units.

The change in testing date for goodwill is a change in accounting principle, which management believes is preferable as the new date of the assessment better aligns with the Company’s budgeting process and will create a more efficient and timely process surrounding the impairment tests.

The change in the assessment date does not delay, accelerate or avoid a potential impairment charge.

The Company has determined that it is impracticable to objectively determine projected cash flows and related valuation estimates that would have been used as of each October 1st of prior reporting periods without the use of hindsight.

As such, the Company prospectively applied the change in annual goodwill impairment testing date from October 1, 2022.

No impairment was recognized during the years ended December 31, 2023, 2022, or 2021.

During 2024, there were two new reporting units, Automation and NanoString, that were created from the Chemspeed Technologies, AG and NanoString acquisitions, respectively.

Automation and NanoString are included in the BBIO and BNANO segments, respectively.

For Automation, there was $ 127.8 million allocated to goodwill.

The fair value of Automation was calculated to be $ 186.3 million, which was $ 13.0 million ( 7.5 %) over the carrying value of the reporting unit as of the most recent Step 1 performed as of October 1, 2024.

The valuation was conducted using both the income approach (which estimates fair value based on the future cash flows) and the market approach (which estimates fair value based on similar companies).

The reporting unit fair value measurement is classified as Level 3 in the fair value hierarchy because they involve significant unobservable inputs.

Significant assumptions inherent in the valuation methodologies for goodwill include, but are not limited to, prospective financial information, growth rates, terminal value, discount rates, and comparable multiples from publicly traded companies in our industry.

The fair value excess is expected given the arms-length transaction of Chemspeed that occurred just six months prior to the analysis.

The Company is not aware of any potential events or trends which could have a negative impact on the estimated fair value.

As of the date of these financial statements, the Company believes goodwill to be recoverable.

For NanoString, there was $ 253.8 million allocated to goodwill.

The fair value of NanoString was calculated to be $ 392.6 million based on the initial purchase price allocation.

Given the proximity of the close date between the acquisition date and the valuation date, the Company did not include NanoString in its Step 1 analysis.

The valuation methodology used to determine the fair value of the identifiable assets acquired and liabilities assumed in determining the initial purchase price allocation is consistent with that described in Note 2, Summary of Significant Accounting Policies .

Furthermore, NanoString is facing certain litigation matters related to its GeoMx Digital Spatial Profiler products and CosMx Spatial Molecular Imager products, refer to Note 26, Commitments and Contingencies for more information.

As of the date of these financial statements, the Company believes the goodwill to be recoverable.

Intangible Assets

The following is a summary of intangible assets (in millions):

Existing technology and related patents

Existing technology and related patents (a)

Customer relationships

Trade names (b)

Intangible assets

For the years ended December 31, 2023, 2022 and 2021, the Company recorded amortization expense of approximately $ 47.1 million, $ 37.1 million and $ 37.4 million, respectively, in the consolidated statements of income and comprehensive income.

At December 31, 2023, the net carrying amount of trade names includes $ 3.0 million related to indefinite-lived intangible assets which are not amortized but are evaluated for impairment.

a) Included in existing technology and related patents, there is in process research and development of $ 2.7 million and $ 3.5 million as of December 31, 2024 and 2023, respectively.

b) Included in trade names, there are indefinite lived assets of $ 2.8 million and $ 3.0 million as of December 31, 2024 and 2023, respectively.

For the years ended December 31, 2024, 2023 and 2022, the Company incurred amortization expense of $ 99.1 million, $ 47.1 million and $ 37.1 million, respectively.

The estimated future amortization expense related to amortizable intangible assets is as follows (in millions):

On a quarterly basis, the Company reviews its intangible assets to determine if there have been any triggering events that could indicate an impairment.

In connection with certain restructuring programs initiated in 2023, the Company performed impairment assessments of its long-lived assets comparing the carrying values to the sum of their undiscounted future cash flows.

Based on the results of these analyses, the Compa ny determined there were no impairments to its long-lived assets, including intangible assets and goodwill.

No other triggering events were identified for the years ended December 31, 2023, and 2022.

See Note 21, Other Charges, Net for discussion related to impairment of other long-lived assets in connection with the BCA restructuring plan.

Other Current Liabilities

The following is a summary of other current liabilities (in millions):

Accrued compensation

Accrued warranty

Contingent consideration

Income taxes payable

Other taxes payable

Derivative liabilities

Operating lease liabilities

Legal and professional fees

Hybrid instruments liability

Restructuring liabilities

Other accrued expenses

Other current liabilities

The following table sets forth the changes in accrued warranty (in millions):

The following table presents the Company’s revenue by End Customer Geography for the years ended December 31 (in millions):

United States

Rest of Europe

Rest of Asia Pacific

Total revenue

The following table presents revenue for the Company recognized at a point in time versus over time for the years ended December 31 (in millions):

Revenue recognized at a point in time

Revenue recognized over time

Total revenue

For the years ended December 31 (in millions) the following balances were associated with revenue:

Contract assets

Contract liabilities (a)

Remaining performance obligations (b)

a) Approximately $ 348.6 million of the contract liability balance on December 31, 2023, was recognized as revenue during the year ended December 31, 2024.

b) Bruker’s mix of remaining performance obligations, or backlog, consists of firm orders under non-cancelable purchase orders received from customers and the timing of revenue recognition can vary significantly due to a variety of factors.

Bruker manufactures innovative scientific instruments and diagnostic solutions which can result in varying production and installation timing due to components, customization, manufacturing, assembly, testing processes, and customer site availability or readiness.

Our expected completion of performance obligation can vary from year to year based on these and other factors.

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.

The Company will recognize revenues for these performance obligations as they are satisfied, the majority of which is expected to occur within the next twelve months.

Shipping and handling costs were $ 45.7 million, $ 40.3 million and $ 39.4 million during the years ended December 31, 2024, 2023 and 2022, respectively.

Amounts billed to customers in connection with these costs are included in total revenues.

Business Segment Information

The Company's CEO is the chief operating decision maker.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies.

We exclude from segment expenses and segment operating income (loss) certain corporate-related expenses and certain transactions or adjustments, such as costs related to restructuring actions, acquisition and related integration expenses, amortization of acquired intangible assets, and costs associated with our global information technology transition initiatives.

The Company's intersegment sales and transfers are accounted for at discounted market-based prices based on intersegment agreements.

The chief operating decision maker uses segment operating income (loss) to assess the performance for each segment by comparing the results of each segment with one another , comparing actual results to budget and prior year, as well as to allocate resources.

The following tables present segment results for the years ended December 31, 2024, 2023 and 2022 (in millions):

Year Ended December 31, 2024

Segment revenue from external customers

Intersegment revenue

Total segment revenue

Segment expenses:

Cost of revenue

Selling, general and administrative

Research and development

Segment Operating income

Reconciliation of Total operating income:

Corporate, elimination and other (a)

Unallocated expenses (b)

Total consolidated operating income

Interest and other income (expense), net

Income before income taxes, equity in income (losses) of unconsolidated investees, net of tax, and noncontrolling interests in consolidated subsidiaries

Year Ended December 31, 2023

Intersegment revenue

Total segment revenue

Segment expenses:

Cost of revenue

Selling, general and administrative

Research and development

Segment Operating income

Reconciliation of Total operating income:

Corporate, elimination and other (a)

Unallocated expenses (b)

Total consolidated operating income

Interest and other income (expense), net

Income before income taxes, equity in income (losses) of unconsolidated investees, net of tax, and noncontrolling interests in consolidated subsidiaries

Year Ended December 31, 2022

Intersegment revenue

Total segment revenue

Segment expenses:

Cost of revenue

Selling, general and administrative

Research and development

Segment Operating income

Reconciliation of Total operating income:

Corporate, elimination and other (a)

Unallocated costs (b)

Total consolidated operating income

Interest and other income (expense), net

Income before income taxes, equity in income (losses) of unconsolidated investees, net of tax, and noncontrolling interests in consolidated subsidiaries

a) Represents c orporate costs and intersegment eliminations not allocated to the reportable segments.

Unallocated costs include general and administrative expenses not directly incurred by the segments such as professional fees incurred for the quarterly reviews and annual audit of the consolidated financial statements, personnel costs of corporate accounting, finance, legal and IT resources, and other expense items.

b) Unallocated expenses consist of costs related to restructuring actions, acquisition and related integration expenses, amortization of acquired intangible assets, costs associated with our global information technology transition initiatives, and other costs

Refer to Note 7, Revenue for information on revenue by geographical area.

Total assets by segment are as follows for the years ended December 31, (in millions):

BSI BioSpin, BSI CALID, BSI NANO & Corporate

Eliminations and other (a)

a) Assets not allocated to the reportable segments and eliminations of intercompany transactions.

The Company is unable, without unreasonable effort or expense, to disclose the amount of total assets by the BSI BioSpin, BSI CALID and BSI NANO Segments as well as the Corporate function and further, the Company’s chief operating decision maker does not receive long-lived asset information individually by these reportable segments and Corporate.

Long-lived assets (which include property, plant and equipment, net and operating lease right of use assets) by geographical area are as follows for the years ended December 31, (in millions):

United States

Rest of Europe

Total long-lived assets

Total capital expenditures and depreciation and amortization by segment are presented below for the years ended December 31, (in millions):

Capital Expenditures:

Total capital expenditures

Depreciation and Amortization:

Total depreciation and amortization

Earnings Per Share

The following table sets forth the computation of basic and diluted weighted average shares outstanding and net income per common share attributable to Bruker shareholders (in millions, except per share amounts):

Net income attributable to Bruker Corporation

Weighted average common shares outstanding:

Weighted average common shares outstanding - basic

Effect of dilutive securities:

Stock options, restricted stock awards, restricted

stock units and ESPP

Weighted average common shares outstanding - diluted

Net income per common share attributable to Bruker

Corporation shareholders:

The following common share equivalents have been excluded from the computation of diluted weighted-average shares outstanding, as their effect would have been anti-dilutive (in millions of shares):

Stock options and ESPP purchase rights

Post Retirement Benefit Plans

Defined Contribution Plans

The Company sponsors various defined contribution plans that cover certain domestic and international employees.

The Company may make contributions to these plans at its discretion.

The Company contributed $ 17.7 million, $ 13.7 million and $ 11.0 million to such plans during the years ended December 31, 2024, 2023 and 2022, respectively.

Defined Benefit Plans

Substantially all of the Company’s employees in Switzerland, France, Japan, and Thailand, as well as certain employees in Germany, and Italy, are covered by Company-sponsored defined benefit pension plans.

Retirement benefits are generally earned based on years of service and compensation during active employment.

Eligibility is generally determined in accordance with local statutory requirements;

however, the level of benefits and terms of vesting varies among plans.

The following amounts were recognized in the accompanying consolidated balance sheets for the Company’s defined benefit plans (in millions):

Current liabilities

Non-current liabilities

Net benefit obligation

The changes in benefit obligations and plan assets under the defined benefit pension plans, projected benefit obligation and funded status of the plans were as follows (in millions):

Change in benefit obligation:

Benefit obligation at beginning of year

Interest cost

Plan participant contributions

Plan amendments

Plan settlements

Benefits paid

Actuarial gain

Premiums paid

Plan combinations / acquisitions

Impact of foreign currency exchange rates

Benefit obligation at end of year

Change in plan assets:

Fair value of plan assets at beginning of year

Return on plan assets

Plan participant and employer contributions

Benefits paid

Plan settlements

Premiums paid

Plan combinations / acquisitions

Impact of foreign currency exchange rates

Fair value of plan assets at end of year

Net under-funded status

Plan amendments relate to further reductions in the mandatory conversion rates for the pension plan in Switzerland that will be effective from 2026 onwards.

The accumulated benefit obligation for the defined benefit pension plans is $ 270.2 million and $ 226.4 million at December 31, 2024 and 2023, respectively.

All defined benefit pension plans have an accumulated benefit obligation and projected benefit obligation in excess of plan assets at December 31, 2024, and 2023.

The following pre-tax amounts were recognized in accumulated other comprehensive income for the Company’s defined benefit plans (in millions):

Reconciliation of amounts recognized in the consolidated balance sheets:

Prior service cost

Net actuarial gain (loss)

Accumulated other comprehensive gain (loss)

Accumulated contributions in excess of net periodic benefit cost

Net amount recognized

The amount in accumulated other comprehensive income at December 31, 2024, expected to be recognized as amortization of net loss within net periodic benefit cost in 2025 is $ 0.4 million.

The components of net periodic benefit costs included in the accompanying consolidated statements of income were as follows (in millions):

Components of net periodic benefit costs:

Interest cost

Expected return on plan assets

Settlement (gain) recognized

Amortization of prior service (credit)

Amortization of actuarial losses

Net periodic benefit costs

The assumptions used to determine the net periodic benefit costs and the projected benefit obligations are as follows:

Annual discount rate—defined benefit obligation

Annual discount rate—defined benefit cost

Expected return on plan assets

Expected rate of compensation increase

Annual discount rate—defined benefit obligation

Annual discount rate—defined benefit cost

Expected return on plan assets

Expected rate of compensation increase

Annual discount rate—defined benefit obligation

Annual discount rate—defined benefit cost

Expected return on plan assets

Expected rate of compensation increase

To determine the expected long-term rate of return on pension plan assets, the Company considers current asset allocations, as well as historical and expected returns on various asset categories of plan assets.

For the defined benefit pension plans, the Company applies the expected rate of return to a market-related value of assets, which stabilizes variability in assets to which the expected return is applied.

Asset Allocations by Asset Category

The fair value of the Company’s pension plan assets by asset category and by level in the fair value hierarchy, is as follows (in millions):

December 31, 2024

Quoted Prices in

Active Markets

Available (Level 1)

Significant Other

Observable Inputs

Unobservable Inputs

Swiss Pension Plan assets (a)

Total plan assets

December 31, 2023

Quoted Prices in

Active Markets

Available (Level 1)

Significant Other

Observable Inputs

Unobservable Inputs

Swiss Pension Plan assets (a)

Total plan assets

(a) The Company’s pension plan in Switzerland is outsourced to Swiss Life AG for Bruker Switzerland AG and PMOD under a fully insured plan, Profond for Biognosys under a partially insured plan and Axa Stiftung Berufliche Vorsorge for Chemspeed under a partially insured plan.

Starting January 1, 2025 the pension plan for Bruker Switzerland AG is outsourced to Profond under a partially insured plan.

Members for the Bruker Switzerland AG and PMOD Plans are guaranteed an interest of 1.25 % on mandatory retirement withdrawals and another 0.50 % on the non-mandatory portion of the withdrawal benefit for the year 2024.

Members for the Chemspeed Plan are guaranteed an interest of 1.75 % on mandatory retirement withdrawals and another 3.50 % on the non-mandatory portion of the withdrawal benefit for the year 2024.

Members for the Biognosys plan are guaranteed an 8 % interest for the overall account balance.

The insurers utilize plan administrators and investment managers to oversee the investment allocation process, set long-term strategic targets and monitor asset allocations.

Should the return be greater than the guaranteed amounts, the Company, according to Swiss law, shall receive 90 % of the additional return with the insurers retaining 10 %.

Contributions and Estimated Future Benefit Payments

The estimated future benefit payments are based on the same assumptions used to measure the Company’s benefit obligation at December 31, 2024.

The following benefit payments reflect future employee service as appropriate (in millions):

Other Charges, Net

The components of Other charges, net, were as follows (in millions):

Acquisition-related expenses, net (a)

Acquisition-related litigation charges

Information technology transformation costs (b)

Restructuring

Long -lived asset impairments

Other charges, net

(a) Acquisition-related expenses relate primarily to transaction costs on potential and consummated acquisitions, integration costs of newly acquired entities, and stock-based compensation expense related to the fair value changes of hybrid instruments.

(b) The Information technology (“IT”) transformation costs are related to an IT transformation initiative that is a multi-year project aimed at updating and integrating our global enterprise resource planning and human resource information systems.

Restructuring and Asset Impairments

The Company has undertaken restructuring actions impacting the reportable segments at various locations across North America, Europe and Asia.

This includes workforce right-sizing actions resulting in severance and transition costs;

and costs related to the consolidation of facilities resulting in asset impairment and accelerated depreciation charges.

The following table presents restructuring costs by segment as included within the Company’s consolidated statements of income for the years ended December 31, 2024, 2023 and 2022 (in millions):

Cost of revenues:

Total Cost of revenues

Other charges, net :

Total Other charges, net

The following table sets forth the changes in the restructuring reserves (in millions):

Provisions for

Balance at December 31, 2021

Accruals for warranties issued during the year

Settlements of warranty claims

Restructuring charges

Cash payments

Non-cash adjustments

Foreign currency impact

Balance at December 31, 2022

Accruals for warranties issued during the year

Settlements of warranty claims

Restructuring charges

Cash payments

Non-cash adjustments

Foreign currency impact

Balance at December 31, 2023

Accruals for warranties issued during the year

Settlements of warranty claims

Restructuring charges

Cash payments

Non-cash adjustments

Foreign currency impact

Balance at December 31, 2024

The Company’s debt obligations consist of the following (in millions):

EUR notes (in U.S.

Dollars) under the 2021 Note Purchase Agreement due 2031

CHF notes (in U.S.

Dollars) under the 2021 Note Purchase Agreement due 2031

CHF notes (in U.S.

Dollars) under the 2019 Note Purchase Agreement due 2029

Dollar notes under the 2019 Term Loan Agreement annual payments of

$ 15.0 and balloon payment due 2026

Dollar notes under the 2012 Note Purchase Agreement due 2024

Unamortized debt issuance costs

Total notes and loans outstanding

Finance lease obligations

Current portion of long-term debt and finance lease obligations

Total long-term debt, less current portion

2021 Note Purchase Agreement

On December 7, 2021, the Company entered into a note purchase agreement, referred to as the 2021 Note Purchase Agreement, with a group of institutional accredited investors.

Pursuant to the 2021 Note Purchase Agreement, the Company issued and sold CHF 300 million aggregate principal amount of 0.88 % series A senior notes and EUR 150 million aggregate principal amount of 1.03 % series B senior notes due December 8, 2031 , referred to as the 2021 Senior Notes.

The obligations under the Note Purchase Agreement are unsecured and are fully and unconditionally guaranteed by certain of the Company’s subsidiaries.

Interest on the 2021 Senior Notes is payable semi-annually on June 7 and December 7 of each year , commencing June 7, 2022 .

The Company may prepay some or all of the 2021 Senior Notes at any time in an amount not less than 10 % of the aggregate principal amount of the 2021 Senior Notes then outstanding at a price equal to the sum of (a) the principal amount to be prepaid, plus accrued and unpaid interest, (b) any applicable “make-whole” amount, and (c) certain other fees and expenses.

In the event of a change in control (as defined in the 2021 Note Purchase Agreement) of the Company, the Company may be required to prepay the 2021 Senior Notes at a price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest and certain other fees and expenses.

The 2021 Note Purchase Agreement contains customary affirmative and negative covenants, including, among others, restrictions on the Company’s ability to incur liens, transfer or sell equity or assets, engage in certain mergers and consolidations, enter into transactions with affiliates, and engage or permit any subsidiary to engage in certain lines of business.

The 2021 Note Purchase Agreement also includes customary representations and warranties and events of default.

Additionally, so long as any 2021 Senior Notes are outstanding, the Company may not permit (i) its leverage ratio (as determined pursuant to the 2021 Note Purchase Agreement) as of the end of any fiscal quarter to exceed 3.50 to 1.00 unless a material acquisition causes an adjusted leverage ratio to apply pursuant to the 2021 Note Purchase Agreement, (ii) its interest coverage ratio (as determined pursuant to the 2021 Note Purchase Agreement) as of the end of any fiscal quarter for any period of four consecutive fiscal quarters to be less than 2.50 to 1.00, or (iii) priority Debt at any time to exceed 15 % of consolidated total assets (as determined pursuant to the 2021 Note Purchase Agreement).

2019 Transactions

On December 11, 2019, the Company entered into (1) a revolving credit agreement to establish a new revolving credit facility in the aggregate principal amount of $ 600 million;

(2) a term loan agreement to establish a new term loan facility in the aggregate principal amount of $ 300 million;

and (3) a note purchase agreement to issue and sell CHF 297 million aggregate principal amount of 1.01 % senior notes due December 11, 2029.

Each of the revolving credit agreements, term loan agreement and note purchase agreements are described below.

2019 Revolving Credit Agreement

On December 11, 2019, the Company entered into a new credit agreement, referred to as the 2019 Revolving Credit Agreement.

The 2019 Revolving Credit Agreement provides for a five-year revolving credit facility in the U.S.

Dollar equivalent amount of $ 600 million, comprised of sub-facilities for revolving loans, swing-line loans, letters of credit and foreign borrowings.

(See 2024 Amended and Restated Credit Agreement below.) The 2019 Revolving Credit Agreement also provides for an uncommitted incremental facility whereby, under certain circumstances, the Company may, at its option, increase the amount of the revolving facility or incur term loans in an aggregate amount not to exceed $ 250 million.

Loans under the 2019 Revolving Credit Agreement will be repayable in full at maturity and may also be prepaid at the Company’s option in whole or in part without premium or penalty.

Amounts borrowed under the 2019 Revolving Credit Agreement may be repaid and reborrowed from time to time prior to the maturity date.

The obligations under the 2019 Revolving Credit Agreement are unsecured and are fully and unconditionally guaranteed by the Company and certain of its subsidiaries.

Borrowings under the 2019 Revolving Credit Agreement bear interest at a rate equal to, at the Company’s option, (a) the London Interbank Offered Rate ( LIBOR ) applicable to the relevant currency, plus a margin ranging from 1.000% to 1.500%, based on the Company’s leverage ratio, or (b) the highest of (i) the federal funds effective rate plus 1 ⁄ 2 of 1%, (ii) the prime rate announced by Bank of America, N.A., and (iii) LIBOR, as adjusted , plus 1 %, plus, in each case, a margin rate ranging from 0.100 % to 0.500 %, based on the Company’s leverage ratio.

The Company has also agreed to pay a quarterly facility fee based on the aggregate unused amount available under the 2019 Revolving Credit Agreement ranging from 0.100 % to 0.200 %, based on the Company’s leverage ratio.

The 2019 Revolving Credit Agreement includes affirmative, negative and financial covenants and events of default customary for financings of this type.

The negative covenants include, among others, restrictions on liens, indebtedness of the Company and its subsidiaries, asset and equity sales, dividends, and transactions with affiliates.

The financial covenants include maximum leverage ratio and minimum interest coverage ratios of the Company, specifically, the Company’s leverage ratio cannot exceed 3.5 and the interest coverage ratio cannot be less than 2.5 .

The events of default include, among others, payment defaults, defaults in the performance of affirmative and negative covenants, the inaccuracy of representations and warranties, bankruptcy and insolvency related events, certain ERISA events, material judgments, and the occurrence of a change of control.

The following is a summary of the maximum commitments and the net amounts available to the Company under the 2019 Revolving Credit Agreement and other lines of credit with various financial institutions located primarily in Germany and Switzerland that are unsecured and typically due upon demand with interest payable monthly (dollars in millions):

Interest Rate

2019 Credit Agreement (a)

Bank guarantees and working capital line

Total revolving lines of credit

(a) On January 12, 2024, the Company borrowed CHF 230 million under the Company’s 2019 Revolving Credit Agreement.

2019 Term Loan Agreement

On December 11, 2019, the Company, together with certain of its subsidiaries, as borrowers, entered into a term loan agreement, referred to as Term Loan Agreement with a bank consortium.

The Term Loan Agreement provides for a $ 300 million seven-year term loan facility subject to terms and conditions substantially consistent with those provisions contained in the 2019 Revolving Credit Agreement.

Loans under the Term Loan Agreement will be repayable in full at maturity, subject to scheduled amortization beginning in 2022, and may also be prepaid at the Company’s option in whole or in part without premium or penalty.

The obligations under the Term Loan Agreement are unsecured and are fully and unconditionally guaranteed by certain of the Company’s subsidiaries.

Amounts outstanding under the Term Loan Agreement bear interest at a rate equal to, at the Company’s option, (a) the U.S.

Dollar London Interbank Offered Rate ( USD LIBOR ), plus a margin ranging from 1.000 % to 1.500 %, based on the Company’s leverage ratio, or (b) the highest of (i) the federal funds effective rate plus 1 ⁄ 2 of 1 %, (ii) the prime rate announced by Bank of America, N.A., and (iii) USD LIBOR , as adjusted, plus 1 %, plus a margin ranging from 0.100 % to 0.500 %, based on the Company’s leverage ratio.

The other terms of the Term Loan Agreement are substantially similar to the terms of the 2019 Revolving Credit Agreement, including representations and warranties, affirmative, negative and financial covenants, and events of default.

2019 Note Purchase Agreement

On December 11, 2019, the Company entered into a note purchase agreement, referred to as the 2019 Note Purchase Agreement, with a group of institutional accredited investors.

Pursuant to the 2019 Note Purchase Agreement, the Company issued and sold CHF 297 million aggregate principal amount of 1.01 % senior notes due December 11, 2029, referred to as the 2019 Senior Notes.

The obligations under the Note Purchase Agreement are unsecured and are fully and unconditionally guaranteed by certain of the Company’s subsidiaries.

Interest on the 2019 Senior Notes is payable semi-annually on June 11 and December 11 of each year, commencing June 11, 2020.

The 2019 Senior Notes are unsecured obligations of the Company and are fully and unconditionally guaranteed by certain of the Company’s subsidiaries.

The Company may prepay some or all of the 2019 Senior Notes at any time in an amount not less than 10 % of the aggregate principal amount of the 2019 Senior Notes then outstanding at a price equal to the sum of (a) the principal amount to be prepaid, plus accrued and unpaid interest, (b) any applicable “make-whole” amount, and (c) certain other fees and expenses.

In the event of a change in control (as defined in the 2019 Note Purchase Agreement) of the Company, the Company may be required to prepay the 2019 Senior Notes at a price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest and certain other fees and expenses.

The 2019 Note Purchase Agreement contains customary affirmative and negative covenants, including, among others, restrictions on the Company’s ability to incur liens, transfer or sell equity or assets, engage in certain mergers and consolidations, enter into transactions with affiliates, and engage or permit any subsidiary to engage in certain lines of business.

The 2019 Note Purchase Agreement also includes customary representations and warranties and events of default.

Additionally, so long as any 2019 Senior Notes are outstanding, the Company may not permit (i) its leverage ratio (as determined pursuant to the 2019 Note Purchase Agreement) as of the end of any fiscal quarter to exceed 3.50 to 1.00 unless a material acquisition causes an adjusted leverage ratio to apply pursuant to the 2019 Note Purchase Agreement, (ii) its interest coverage ratio (as determined pursuant to the 2019 Note Purchase Agreement) as of the end of any fiscal quarter for any period of four consecutive fiscal quarters to be less than 2.50 to 1.00, or (iii) priority Debt at any time to exceed 15 % of consolidated total assets (as determined pursuant to the 2019 Note Purchase Agreement).

2012 Note Purchase Agreement

In January 2012, the Company entered into a note purchase agreement, referred to as the 2012 Note Purchase Agreement, with a group of accredited institutional investors.

Pursuant to the 2012 Note Purchase Agreement, the Company issued and sold $ 240.0 million of senior notes, referred to as the 2012 Senior Notes, which consist of the following:

• $ 20 million 3.16 % Series 2012A Senior Notes, Tranche A, due January 18, 2017;

• $ 15 million 3.74 % Series 2012A Senior Notes, Tranche B, due January 18, 2019;

• $ 105 million 4.31 % Series 2012A Senior Notes, Tranche C, due January 18, 2022;

• $ 100 million 4.46 % Series 2012A Senior Notes, Tranche D, due January 18, 2024.

Principal amounts of Tranches A, B and C together with any accrued interest thereon were paid on their respective due dates in accordance with the 2012 Note Purchase Agreement.

Under the terms of the 2012 Note Purchase Agreement, interest is payable semi-annually on January 18 and July 18 of each year.

The 2012 Senior Notes are unsecured obligations of the Company and are fully and unconditionally guaranteed by certain of the Company’s direct and indirect subsidiaries.

The 2012 Senior Notes rank pari passu in right of repayment with the Company’s other senior unsecured indebtedness.

The Company may prepay some or all of the 2012 Senior Notes at any time in an amount not less than 10 % of the original aggregate principal amount of the 2012 Senior Notes to be prepaid, at a price equal to the sum of (a) 100 % of the principal amount thereof, plus accrued and unpaid interest, and (b) the applicable make-whole amount, upon not less than 30 and no more than 60 days’ written notice to the holders of the 2012 Senior Notes.

In the event of a change in control of the Company, as defined in the Note Purchase Agreement, the Company may be required to prepay the Notes at a price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest.

The 2012 Note Purchase Agreement contains affirmative covenants, including, without limitation, maintenance of corporate existence, compliance with laws, maintenance of insurance and properties, payment of taxes, addition of subsidiary guarantors and furnishing notices and other information.

The 2012 Note Purchase Agreement also contains certain restrictive covenants that restrict the Company’s ability to, among other things, incur liens, transfer or sell assets, engage in certain mergers and consolidations and enter into transactions with affiliates.

The 2012 Note Purchase Agreement also includes customary representations and warranties and events of default.

In the case of an event of default arising from specified events of bankruptcy or insolvency, all outstanding 2012 Senior Notes will become due and payable immediately without further action or notice.

In the case of payment events of defaults, any

holder of 2012 Senior Notes affected thereby may declare all 2012 Senior Notes held by it due and payable immediately.

In the case of any other event of default, a majority of the holders of the 2012 Senior Notes may declare all the 2012 Senior Notes to be due and payable immediately.

Pursuant to the 2012 Note Purchase Agreement, so long as any 2012 Senior Notes are outstanding, the Company will not permit (i) its leverage ratio, as determined pursuant to the 2012 Note Purchase Agreement, as of the end of any fiscal quarter to exceed 3.50 to 1.00, (ii) its interest coverage ratio as determined pursuant to the 2012 Note Purchase Agreement as of the end of any fiscal quarter for any period of four consecutive fiscal quarters to be less than 2.50 to 1 or (iii) priority debt at any time to exceed 25 % of consolidated net worth, as determined pursuant to the 2012 Note Purchase Agreement.

The existing $ 105 million 4.31 % Series 2012A Senior Notes, Tranche C, was paid in January 2022, and the existing $ 100 million 4.46 % Series 2012A Senior Notes, Tranche D, was paid on January 18, 2024.

Annual maturities of notes and loans outstanding are as follows (in millions):

As of December 31, 2023, the Company has several cross-currency and interest rate swap agreements with a notional value of $ 139.1 million of U.S.

to Swiss Franc and a notional value of $ 239.1 million of U.S.

to Euro to hedge the variability in the movement of foreign currency exchange rates on portions of our Euro and Swiss Franc denominated net asset investments.

These agreements qualify for hedge accounting and accordingly the changes in fair value of the derivative are recorded in other comprehensive income and remain in accumulated comprehensive income (loss) attributable to Bruker Corporation in shareholders’ equity until the sale or substantial liquidation of the foreign operation.

The difference between the interest rate received and paid under the interest rate and cross-currency swap agreements is recorded in interest and other income (expense) in the consolidated statements of income and comprehensive income.

As a result of entering into these agreements, the Company lowered net interest expense by $ 18.3 million and $ 8.6 million during 2023 and 2022, respectively.

The gains related to hedges of net asset investments in international operations that were recorded within the cumulative translation adjustment section of other comprehensive income were $ 76.8 million, $ 58.0 million and $ 36.4 million for the years ended December 31, 2023, 2022, and 2021 respectively.

The Company presents the cross-currency swap periodic settlements in investing activities and the interest rate swap periodic settlements in operating activities in the statement of cash flow.

In June 2022, the Company entered into the First Amendment to the 2019 Credit Agreement to modify certain contract definitions within the agreement.

Primarily, the current London Interbank Offered Rate (“LIBOR”) rates were changed to new alternative base rates for the respective currencies.

As part of the change any related items, such as fall back rates and day conventions were also changed.

No other material terms were modified with this agreement.

In September 2022, the Company entered into the Second Amendment to the 2019 Term Loan Agreement and the Second Amendment to the 2019 Credit Agreement (collectively, the "Amendments"), to modify certain aspects of the 2019 Term Loan Agreement and 2019 Credit Agreement, respectively.

The Amendments modify the reference rate thereunder from LIBOR to Secured Overnight Financing Rate (“SOFR”).

There were no other changes to the 2019 Term Loan Agreement or 2019 Credit Agreement as a result of the Amendments.

During 2022, the Company adopted the practical expedient for Reference Rate Reform related to its debt arrangements and as such, these amendments are treated as a continuation of the existing debt agreement and no gain or loss on the modification was recorded.

The Company did not record any gains or losses on the conversion of the reference rate for Borrowings under the Term Loan Agreement from LIBOR to SOFR.

Interest expense for the years ended December 31, 2023, 2022 and 2021 was $ 16.4 million, $ 16.1 million and $ 14.3 million, respectively.

As of December 31, 2023, the Company was in compliance with the covenants of all debt agreements.

2024 Notes Purchase Agreement

On February 1, 2024, and February 8, 2024, the Company entered into two note purchase agreements, referred to as the 2024 Note Purchase Agreements, with a group of accredited institutional investors.

Pursuant to the 2024 Note Purchase Agreements, the Company will issue and sell CHF 431.0 million (approximately $ 513 million) of senior notes, referred to as the 2024 Senior Notes, which consist of the following:

• CHF 50 million 2.56 % Series 2024A Senior Notes, due April 15, 2034;

• CHF 146 million 2.62 % Series 2024B Senior Notes, due April 15, 2036;

• CHF 135 million 2.71 % Series 2024C Senior Notes, due April 15, 2039;

• CHF 50 million 2.60 % Series 2024A Senior Notes, due April 15, 2036;

• CHF 50 million 2.62 % Series 2024B Senior Notes, due April 15, 2039.

Under the terms of the 2024 Note Purchase Agreements, interest on the Notes is payable semi-annually on April 15 and October 15 of each year , commencing April 15 or October 15, 2024 .

The Notes are unsecured obligations of the Company and are fully and unconditionally guaranteed by certain of the Company’s subsidiaries.

The Company may prepay some or all of the Notes at any time in an amount not less than 10 % of the aggregate principal amount of the Notes then outstanding at a price equal to the sum of (a) the principal amount to be prepaid, plus accrued and unpaid interest, (b) any applicable “make-whole” amount, and (c) certain other fees and expenses.

In the event of a change in control (as defined in the Note Purchase Agreement) of the Company, the Company may be required to prepay the Notes at a price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest and certain other fees and expenses.

The Note Purchase Agreements contain customary affirmative and negative covenants, including, among others, a most favored lender covenant, restrictions on the Company’s ability to incur liens, transfer or sell assets, engage in certain mergers and consolidations, enter into transactions with affiliates, and engage or permit any subsidiary to engage in certain lines of business.

The Note Purchase Agreement also includes customary representations and warranties and events of default.

Additionally, commencing with the first full fiscal quarter ending following the closing of the offering, so long as any Notes are outstanding, the Company may not permit (i) its leverage ratio (as determined pursuant to the Note Purchase Agreement) as of the end of any fiscal quarter to exceed 3.50 to 1.00 unless a material acquisition causes an adjusted leverage ratio to apply pursuant to the Note Purchase Agreement, (ii) its interest coverage ratio (as determined pursuant to the Note Purchase Agreement) as of the end of any fiscal quarter for any period of four consecutive fiscal quarters to be less than 2.50 to 1.00, or (iii) Priority Debt at any time to exceed 15 % of consolidated total assets (as determined pursuant to the Note Purchase Agreement).

Commencing with the first full fiscal quarter ending following the closing of the offering, if the Leverage Ratio exceeds 3.50 to 1.00 an incremental leverage fee shall be due on the Notes in an aggregate amount equal to 0.50 % of the aggregate outstanding principal amount of the Notes per annum, which shall be due and payable on the Notes.

The issuance and sale of the Notes is subject to satisfaction of a variety of customary closing conditions and is expected to occur on or about April 15, 2024.

2024 Amended and Restated Credit Agreement

On January 18, 2024, the Company, together with certain of its subsidiaries, as borrowers and guarantors, entered into an Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”) with Deutsche Bank Securities Inc., JPMorgan Chase Bank, N.A., TD Bank, N.A., and Wells Fargo Bank, National Association, as Co-Syndication Agents, BofA Securities, Inc., Deutsche Bank Securities Inc., JPMorgan Chase Bank, N.A., TD Bank, N.A.

and Wells Fargo Securities, LLC, as Joint Bookrunners and Joint Lead Arrangers, Citizens Bank, N.A., Credit Suisse (Switzerland) Ltd., and U.S.

Bank, N.A., as Co-Documentation Agents, ING Bank B.V.

and PNC Bank, N.A., as Managing Agents, Bank of America, N.A., as Administrative Agent, Swing Line Lender and Issuing Bank, and the several banks or other financial institutions or entities from time to time party thereto as lenders.

The Amended and Restated Credit Agreement amends and restates the 2019 Revolving Credit Agreement entered into by the Company and certain of its subsidiaries on December 11, 2019 with the other parties thereto.

The Amended and Restated Credit Agreement increases the aggregate principal amount from $ 600 million to $ 900 million and extends the maturity date to January 18, 2029, as may be further extended by the Company for the periods and on the terms set forth in the Amended and Restated Credit Agreement.

In addition, the Amended and Restated Credit Agreement increases the uncommitted incremental facility whereby, under certain circumstances, the Company may, at its option, increase the amount of the revolving facility

or incur term loans in an aggregate amount not to exceed $ 400 million.

Amounts outstanding under the Amended and Restated Credit Agreement bear interest at a rate equal to, at the Company’s option, (a) the Secured Overnight Financing Rate (“SOFR”) applicable to the relevant currency, plus a margin ranging from 1.000 % to 1.500 %, based on the Company’s leverage ratio, or (b) the highest of (i) the federal funds effective rate plus 0.5 %, (ii) the prime rate announced by Bank of America, N.A., and (iii) SOFR, as adjusted, plus 1.00 %, plus a margin rate ranging from 0.000 % to 0.500 %, based on the Company’s leverage ratio.

The Company has also agreed to pay a quarterly facility fee based on the aggregate amount available under the 2019 Revolving Credit Agreement ranging from 0.100 % to 0.200 %, based on the Company’s leverage ratio.

The Amended and Restated Credit Agreement includes affirmative, negative and financial covenants and events of default customary for financings of this type.

The negative covenants include, among others, restrictions on liens, indebtedness of the Company and its subsidiaries, asset sales, dividends, and transactions with affiliates.

The financial covenants include maximum leverage ratio and minimum interest coverage ratios of the Company.

Fair Value of Financial Instruments

The Company measures the following financial assets and liabilities at fair value on a recurring basis.

The following tables set forth the Company’s financial instruments and presents them within the fair value hierarchy using the lowest level of input that is significant to the fair value measurement (in millions):

December 31, 2023

Quoted Prices

Time deposits and money market funds

Interest rate and cross-currency swap agreements

Forward currency contracts

Embedded derivatives in purchase and delivery contracts

Fixed price commodity contracts

Debt securities available for sale

Total assets recorded at fair value

Contingent consideration

Hybrid instruments liabilities

Liability awards

Interest rate and cross-currency swap agreements

Forward currency contracts

Total liabilities recorded at fair value

December 31, 2022

Quoted Prices

Time deposits and money market funds

Interest rate and cross-currency swap agreements

Forward currency contracts

Embedded derivatives in purchase and delivery contracts

Fixed price commodity contracts

Debt securities available for sale

Total assets recorded at fair value

Contingent consideration

Hybrid instruments liabilities

Liability awards

Interest rate and cross-currency swap agreements

Forward currency contracts

Total liabilities recorded at fair value

Derivative financial instruments are classified within level 2 because there is not an active market for each derivative contract.

However, the inputs used to calculate the value of the instruments are obtained from active markets.

The Company measures certain assets and liabilities at fair value with changes in fair value recognized in earnings.

Fair value treatment may be elected either upon initial recognition of an eligible asset or liability or, for an existing asset or liability, if an event triggers a new basis of accounting.

The fair value of the Company's long-term fixed interest rate debt was $ 883.3 million and $ 767.8 million as of December 31, 2023, and December 31, 2022, respectively.

The fair value was based on market and observable sources with similar maturity dates and classified as Level 2 within the fair value hierarchy.

The remaining long-term debt has variable interest rates and the carrying value approximates fair value accordingly.

Debt securities consist of investments in redeemable preferred stock.

Debt securities are classified as either current or long-term investments based on their contractual maturities unless the Company intends to sell an investment within the next twelve months, in which case it is classified as current on the consolidated balance sheets.

Debt securities are classified as available for sale and are carried at fair value.

The Company initially values the contingent consideration on the acquisition date by using a Monte Carlo simulation or an income approach method.

The Monte Carlo method models future revenue and costs of goods sold projections and discounts the average results to present value.

The counterparty risk considers the risk of the buyer having the cash to make the earnout payments and is commensurate with a cost of debt over an appropriate term.

Changes in fair value subsequent to acquisition are recognized in “Acquisition-related expenses, net” included in Other Charges, net, in the Consolidated Statements of Income and Comprehensive Income.

The following table sets forth the changes in contingent consideration liabilities (in millions):

Balance at December 31, 2021

Current period additions

Current period adjustments

Current period settlements

Foreign currency effect

Balance at December 31, 2022

Current period additions

Current period adjustments

Current period settlements

Foreign currency effect

Balance at December 31, 2023

As part of the 2018 Mestrelab Research, S.L.

(“Mestrelab”), 2022 PreOmics, 2023 Biognosys, Zontal and MIRO acquisitions and certain other majority owned acquisitions, the Company entered into agreements with the noncontrolling interest holders that provide the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the remaining ownerships for cash at contractually defined redemption values.

These rights (embedded derivatives) can be accelerated, at discounted redemption values, upon certain events related to post combination employment services.

Subsequent to the acquisition dates, the carrying value of each hybrid instrument is remeasured to fair value with changes recorded to stock-based compensation expense in proportion to the respective requisite service period vested.

The Company classified the hybrid instruments as Level 3 in the fair value hierarchy.

The following table sets forth the changes in hybrid instruments liability (in millions):

Balance at December 31, 2021

Current period additions

Current period adjustments

Current period settlements

Foreign currency effect

Balance at December 31, 2022

Current period additions

Current period adjustments

Foreign currency effect

Balance at December 31, 2023

Derivative Instruments and Hedging Activities

Interest Rate Risk

The Company’s exposure to interest rate risk relates primarily to outstanding variable rate debt and adverse movements in the related market rates.

Typically, the most significant component of the Company’s interest rate risk relates to amounts outstanding under the 2019 Revolving Credit Agreement, the 2019 Term Loan and the 2021 Senior Notes.

Commodity Price Risk Management

The Company has arrangements with certain customers under which it has a firm commitment to deliver copper-based superconductors at a fixed price.

In order to minimize the volatility that fluctuations in the price of copper have on the Company’s sales of these commodities, the Company enters into commodity hedge contracts.

As commodity contracts settle, gains (losses) as a result of changes in fair values are adjusted to the contracts with the customers through revenues.

Foreign Exchange Rate Risk Management

The Company generates a substantial portion of its revenues and expenses in international markets, principally Germany and other countries in the European Union and Switzerland, which subjects its operations to the exposure of exchange rate fluctuations.

The impact of currency exchange rate movement can be positive or negative in any period.

The Company periodically enters into foreign currency contracts in order to minimize the volatility that fluctuations in currency translation have on its monetary transactions.

Under these arrangements, the Company typically agrees to purchase a fixed amount of a foreign currency in exchange

for a fixed amount of U.S.

Dollars or other currencies on specified dates with maturities of less than twelve months, with some agreements extending to longer periods.

These transactions do not qualify for hedge accounting and, accordingly, the instrument is recorded at fair value with the corresponding gains and losses recorded in the consolidated statements of income and comprehensive income.

In addition, the Company periodically enters into purchase and sales contracts denominated in currencies other than the functional currency of the Company's subsidiaries in the transaction.

The Company accounts for these transactions separately valuing the “embedded derivative” component of these contracts.

The contracts, denominated in currencies other than the functional currency of the transacting parties, amounted to $ 25.7 million and $ 15.3 million for the purchase of products as of December 31, 2023, and 2022, respectively.

There were no contracts denominated in currencies other than the functional currency of the transacting parties for the delivery of products as of December 31, 2023, and 2022, respectively.

The Company records the changes in the fair value of these embedded derivatives in interest and other income (expense), net in the consolidated statements of income and comprehensive income.

The Company had the following notional amounts outstanding under foreign exchange contracts, cross-currency interest rate swap agreements and long-term debt designated as net investment hedges and the respective fair value of the instruments recorded in the consolidated balance sheets as follows (in millions):

December 31, 2023

December 31, 2022

Derivatives designated as hedging instruments

Interest rate cross-currency swap agreements

Other current assets

Other long-term liabilities

Long-term debt

Total derivatives designated as hedging instruments

Derivatives not designated as hedging instruments

Forward currency contracts

Other current assets

Other current liabilities

Embedded derivatives in purchase and delivery contracts

Other current assets

Other current liabilities

Fixed price commodity contracts

Other current assets

Total derivatives not designated as hedging instruments

Total derivatives

The following is a summary of the gain (loss) included in the consolidated statements of income and comprehensive income related to the derivative instruments described above (in millions):

Year Ended December 31,

Financial Statement Classification

Derivatives not designated as

hedging instruments

Forward currency contracts

Interest and other income (expense), net

Embedded derivatives in purchase and

delivery contracts

Interest and other income (expense), net

Derivatives designated as cash flow

hedging instruments

Interest rate cross-currency swap agreements

Bruker Cellular Analysis or BCA:

In October 2023, the Company announced a restructuring plan associated with BCA (formerly PhenomeX), a component of the NANO reportable segment, to optimize costs and to facilitate integration efforts.

The restructuring plan includes a reduction in headcount, consolidation of leased facilities, and a planned change in future product offerings.

The restructuring plan is expected to be completed during 2025.

During the years ended December 31, 2024 and 2023, in connection with the BCA restructuring plan, the Company recorded and accrued severance and termination charges of $ 9.0 million and $ 14.9 million respectively, and made payments of $ 15.1 million $ 9.8 respectively.

Furthermore, during the years ended December 31, 2024 and 2023, the Company recorded an impairment charge against operating lease right of use assets of $ 1.5 million and $ 3.2 million respectively as it relates to the consolidation of leased BCA facilities.

D uring the year ended December 31, 2023, the Company recorded an impairment charge against various equipment of $ 2.3 million in connection with the planned change of future product offerings.

No impairment charge against equipment was recorded in 2024.

Certain inventories that are expiring or have expired will no longer be usable for the manufacture of products.

During the year ended December 31, 2024, the Company charged $ 4.7 million to product restructuring costs due to scrapping of expired or expiring inventories.

In April 2024, the Company announced a global restructuring program to reduce personnel costs affecting the BBIO, NANO and CALID Segments.

The Company recorded and accrued severance and termination charges of $ 4.6 million and made payments of $ 3.4 million during the year ended December 31, 2024.

The remaining balance of accrued severance at December 31, 2024 is expected to be paid during the first half of 2025.

In connection with this restructuring plan, the Company closed one of its R&D facilities and recorded an impairment charge of $ 0.4 million for one of its technology intangible assets for the year ended December 31, 2024.

Other restructuring programs relating to reductions in workforce recorded by the BSI NANO, BSI BioSpin, BSI CALID and Corporate segments in 2024 and 2023 were not material.

Interest and Other Income (Expense), Net

Derivatives designated as net

investment hedging instruments

Interest rate cross-currency swap agreements

The components of interest and other income (expense), net, were as follows (in millions):

Interest income

Interest expense

Impairment of minority investments

Exchange gains (losses) on foreign currency transactions, net

Defined benefit pension components, excluding service cost

Other income (expense)

Interest and other income (expense), net

Year Ended December 31,

Financial Statement Classification

Derivatives designated as cash flow hedging instruments

Interest rate cross-currency swap agreements

Accumulated other comprehensive income, net of tax

Derivatives designated as net investment hedging instruments

Interest rate cross-currency swap agreements

Accumulated other comprehensive income, net of tax

Long-term debt

Accumulated other comprehensive income, net of tax

The domestic and foreign components of income before income taxes for the years ended December 31 (in millions):

The domestic and foreign components of income (loss) before income taxes for the years ended December 31 (in millions):

Total income before provision for income taxes

2 unchanged sentences

Total current income tax expense

Deferred income tax expense (benefit):

Deferred income tax (benefit) expense :

Total deferred income tax benefit

5 unchanged sentences

Permanent differences

Contingent liability

tax on foreign earnings

6 unchanged sentences

Tax impact on bargain purchase gain

Change in valuation allowance for unbenefited losses

Return to provision adjustments

Withholding taxes and other taxes

Change in valuation allowance

Effective tax rate

14 unchanged sentences

Accounts payable

Hedge unrealized FX gain/loss

Deferred revenue

6 unchanged sentences

The Company uses the liability method to account for income taxes.

Under this method, deferred income taxes are recognized for the future tax consequences of differences between the tax and financial accounting bases of assets and liabilities at each reporting period.

Under this method, deferred income taxes are recognized for the future tax consequences of differences between the tax and financial accounting bases of assets and liabilities at each reporting

Deferred income taxes are based on enacted tax laws and statutory tax rates applicable to the period in which these differences are expected to affect taxable income.

4 unchanged sentences

Balance at December 31, 2021

Increases recorded as an expense to income tax provision

Balance at December 31, 2021

Decreases recorded for valuation allowance release

2 unchanged sentences

Balance at December 31, 2023

Increases recorded as an expense to income tax provision

Increases recorded through purchase accounting

Balance at December 31, 2024

During 2024, the Company recorded a valuation allowance of $ 42.8 million through purchase accounting on cumulative losses that were not likely to be realized.

The majority of the $ 42.8 million relates to the acquisition of the ELITechGroup.

As of December 31, 2024, the Company has approximately $ 593.5 million of U.S.

10 unchanged sentences

In the event of a deemed change in control under Code Section 382, an annual limitation on the utilization of net operating losses and credits may result in the expiration of all or a portion of the net operating loss and credit carryforwards.

The Company is in the process of finalizing the impact of Section 382 related to the PhenomeX acquisition but believes the provisions will limit the availability of losses to offset future income.

Additionally, the Company has $ 152.4 million of gross interest expense carryforward as provided by Code Section 163(j) that can be carried forward indefinitely.

5 unchanged sentences

The Company had gross unrecognized tax benefits, excluding interest, of approximately $ 63.7 million as of December 31, 2024, that if recognized, would reduce the Company’s effective tax rate.

In the next twelve months it is reasonably possible that the Company will reduce its unrecognized tax benefits by an immaterial amount due to the expiration of statutes of limitations.

In the next twelve months it is reasonably possible that the

Company will reduce its unrecognized tax benefits by an immaterial amount due to the expiration of statutes of limitations.

A tabular reconciliation of the Company’s gross unrecognized tax benefits is as follows (in millions):

Gross unrecognized tax benefits at December 31, 2021

Gross increases—tax positions in prior periods

Gross decreases—tax positions in prior periods

Gross increases—current period tax positions

7 unchanged sentences

The Company’s policy is to include accrued interest and penalties related to unrecognized tax benefits and income tax liabilities, when applicable, in income tax expense.

At December 31, 2023 and 2022, the Company had approxi mately $ 5.8 million and $ 4.2 million, respectively, of accrued interest and penalties related to uncertain tax positions included in other long-term liabilities in the consolidated balance sheets.

The Company recorded expense of $ 1.3 million and $ 1.1 million for penalties and interest related to unrecognized tax benefits in the provision for income taxes during the years ended December 31, 2023 and 2022 , respectively.

At December 31, 2024 and 2023, the Company had approximately $ 5.3 million and $ 5.8 million, respectively, of accrued interest and penalties related to uncertain tax positions included in other long-term liabilities in the consolidated balance sheets.

The Company recorded expense of $ 1.1 million and $ 1.3 million during the years ended December 31, 2024 and 2023, respectively, for penalties and interest related to unrecognized tax benefits in the provision for income taxes.

The Company files tax returns in the United States, which includes federal, state and local jurisdictions, and many foreign jurisdictions with varying statutes of limitations.

5 unchanged sentences

The Company has been subject to tax examinations for the years 2013-2017 with Germany taxing authorities and for the years 2013-2023 in various taxing authorities.

In 2020, the Company was granted an income tax holiday for the manufacturing facility in Malaysia.

The tax holiday allows for tax-free operations through February 28, 2024, and with the option to apply for a 5 year extension if certain conditions are met.

The company has applied for an extension of the tax holiday for another 5 years , which is currently under review by the local authorities.

In 2020, the Company was granted an income tax holiday for the manufacturing facility in Malaysia through February 28, 2024.

The tax holiday ranges between 100 % to 70 % with the option to extend the tax holiday if certain conditions are met.

During 2024, the Company has applied for an extension.

The effect of the tax holiday in Malaysia increased the Company's net income by $ 5.1 million, $ 7.6 million and $ 2.5 million and increased the Company's net income per diluted share by $ 0.03 , $ 0.05 and $ 0.01 for the years ended December 31, 2024, 2023 and 2022, respectively.

In connection with the Tax Cuts and Jobs Act (“TCJA”) of 2017, the Company recorded a toll charge liability of $ 35.4 million and the liability decreased to $ 20.5 million due to its amended 2017 tax return filed in 2023.

Of that amount, approximately $ 19.4 million has already been paid as of December 31, 2023.

Of the $ 20.5 million liability, approximately $ 26.5 million has already been paid.

As a result, the Company has recorded a receivable in the amount of $ 6 million as of December 31, 2024.

In August 2022, the President of the United States signed into law the Inflation Reduction Act of 2022 (the “IRA”), a tax and spending package that introduced several tax provisions, including a 15 % corporate alternative minimum tax (“CAMT”) on certain large corporations and a 1 % excise tax on certain corporate stock repurchases.

The IRA provisions, which became effective for the Company beginning on January 1, 2023, did not have a material impact on the Company during the year ended December 31, 2024.

While the full impact of these provisions in the future depends on several factors, including interpretive regulatory guidance, which has not yet been released, we do not believe this legislation will have a material impact on our consolidated financial statements.

We will continue to monitor the potential impact of this new legislation as new information and guidance becomes available.

The Organization for Economic Co-operation and Development (OECD) introduced its Pillar Two Framework Model Rules (“Pillar 2”), provides guidance for a global minimum tax.

Certain aspects of Pillar 2 took effect on January 1, 2024, while other aspects go into effect on January 1, 2025.

The Company is evaluating the potential impact of Pillar 2 on its business, as the countries in which it operates are enacting legislation implementing Pillar 2.

While many aspects of the application of Pillar 2 remain to be clarified, the Company does not expect Pillar 2 to materially impact its tax liability.

The Organization for Economic Co-operation and Development (OECD) introduced its Pillar Two Framework Model Rules (“Pillar Two”), which provides guidance for a global minimum tax.

This framework has been implemented by several jurisdictions, with effect January 1, 2024.

The effect of enacted Pillar Two legislation has been included in the results disclosed and did not have a significant impact to the Company’s 2024 income tax provision.

The Company continues to monitor jurisdictions that are expected to implement Pillar Two in the future and it is in the process of evaluating the potential impact of the enactment of Pillar Two by such jurisdictions on its consolidated financial statements.

Accounts Receivable, Net

Accounts receivable on the consolidated balance sheets are presented net of allowance for doubtful accounts.

The following is a summary of the components for allowance for doubtful accounts (in millions):

Balance at December 31, 2021

Balance at December 31, 2022

Balance at December 31, 2023

Foreign currency impact

Balance at December 31, 2024

Inventories consisted of the following (in millions):

Raw materials

Work-in-process

Finished goods

Demonstration units

Total Inventories

Finished goods include in-transit systems that have been shipped to the Company’s customers but not yet installed and accepted by the customer.

At December 31, 2024, and 2023, finished goods inventory-in-transit was $ 53.6 million and $ 48.6 million, respectively.

Other Current and Long-term Assets

Other current assets consisted of the following (in millions):

Unbilled receivables

Income and other taxes receivable (note 14)

Prepaid expenses

Deposits with vendors

Interest rate cross-currency swap agreements (note 23)

Lease receivable

Other current assets

Other long-term assets consisted of the following (in millions):

Minority and equity method investments (note 5)

Income and other taxes receivable (note 14)

Interest rate cross-currency swap agreements (note 23)

Lease receivable

Other long-term assets

Property, Plant and Equipment, Net

The following is a summary of property, plant and equipment, net by major asset class (in millions):

Building and leasehold improvements

Machinery, equipment, software and furniture and fixtures

Less accumulated depreciation and amortization

Property, plant and equipment, net

Depreciation expense, which includes the amortization of finance lease right-of-use assets and leasehold improvements, for the years ended December 31, 2024, 2023 and 2022 was $ 84.7 million, $ 67.8 million and $ 51.6 million, respectively.

Operating lease cost is recognized over the lease term on a straight-line basis, while finance lease cost is amortized over the expected term on a straight-line basis.

Variable lease cost not dependent on an index or rate is recognized when incurred and typically consists of amounts owed by the Company to a lessor that are not fixed, such as reimbursement for common area maintenance and utilities cost.

Variable lease costs, not dependent on an index or rate, are recognized when incurred and typically consists of amounts owed by the Company to a lessor that are not fixed, such as reimbursement for common area maintenance and utilities cost.

The components of lease expense were as follows (in millions):

5 unchanged sentences

Variable lease cost

Impairment expense (a)

Impairment expense

Sublease income

Total lease cost

(a) Impairment charge recognized in 2023 is associated with the restructuring of PhenomeX.

See Note, 21 Other Charges, Net

Supplemental balance sheet information related to leases was as follows (dollars in millions):

Supplemental balance sheet information related to leases was as follows (in millions of dollars unless otherwise noted):

Operating leases

Operating lease assets, net

Operating lease assets

Other current liabilities

19 unchanged sentences

Finance Leases

Twelve months ending December 31:

Twelve months ended December 31:

Total undiscounted lease payments

1 unchanged sentence

Total lease liabilities

Post Retirement Benefit Plans

Defined Contribution Plans

The Company sponsors various defined contribution plans that cover certain domestic and international employees.

The Company may make contributions to these plans at its discretion.

The Company contributed $ 13.7 million, $ 11.0 million and $ 9.4 million to such plans in the years ended December 31, 2023, 2022 and 2021, respectively.

Defined Benefit Plans

Substantially all of the Company’s employees in Switzerland, France, Japan and Thailand, as well as certain employees in Germany, are covered by Company-sponsored defined benefit pension plans.

Retirement benefits are generally earned based on years of service and compensation during active employment.

Eligibility is generally determined in accordance with local statutory requirements;

however, the level of benefits and terms of vesting varies among plans.

The Company records pension service cost within cost of sales, selling, general and administrative, and research and development expenses while non-service related pension costs are recorded within interest and other income (expense), net in the consolidated statements of income and comprehensive income.

The components of net periodic benefit costs included in the accompanying consolidated statements of income were as follows (in millions):

Components of net periodic benefit costs:

Interest cost

Expected return on plan assets

Settlement (gain) loss recognized

Amortization of prior service (credit) cost

Amortization of actuarial losses

Net periodic benefit costs

The Company measures its benefit obligation and the fair value of plan assets as of December 31st each year.

The changes in benefit obligations and plan assets under the defined benefit pension plans, projected benefit obligation and funded status of the plans were as follows (in millions):

Change in benefit obligation:

Benefit obligation at beginning of year

Interest cost

Plan participant contributions

Plan amendments

Plan settlements

Benefits paid

Actuarial gain

Premiums paid

Plan combinations / acquisitions

Impact of foreign currency exchange rates

Benefit obligation at end of year

Change in plan assets:

Fair value of plan assets at beginning of year

Return on plan assets

Plan participant and employer contributions

Benefits paid

Plan settlements

Premiums paid

Plan combinations / acquisitions

Impact of foreign currency exchange rates

Fair value of plan assets at end of year

Net under-funded status

Plan amendments relate to further reductions in the mandatory conversion rates for the pension plan in Switzerland that will be effective from 2025 onwards.

The accumulated benefit obligation for the defined benefit pension plans is $ 226.4 million and $ 168.6 million at December 31, 2023 and 2022, respectively.

All defined benefit pension plans have an accumulated benefit obligation and projected benefit obligation in excess of plan assets at December 31, 2023, and 2022.

The following amounts were recognized in the accompanying consolidated balance sheets for the Company’s defined benefit plans (in millions):

Current liabilities

Non-current liabilities

Net benefit obligation

The following pre-tax amounts were recognized in accumulated other comprehensive income for the Company’s defined benefit plans (in millions):

Reconciliation of amounts recognized in the consolidated balance sheets:

Prior service cost

Net actuarial gain (loss)

Accumulated other comprehensive gain (loss)

Accumulated contributions in excess of net periodic benefit cost

Net amount recognized

The amount in accumulated other comprehensive income at December 31, 2023, expected to be recognized as amortization of net loss within net periodic benefit cost in 2024 is $( 0.5 ) million.

For the defined benefit pension plans, the Company uses a corridor approach to amortize actuarial gains and losses.

The following assumptions were used for defined benefit pension plans reflects the different economic environments within the various countries.

The assumptions used to determine the net periodic benefit costs and the projected benefit obligations are as follows:

Annual discount rate—defined benefit obligation

Annual discount rate—defined benefit cost

Expected return on plan assets

Expected rate of compensation increase

Annual discount rate—defined benefit obligation

Annual discount rate—defined benefit cost

Expected return on plan assets

Expected rate of compensation increase

Annual discount rate—defined benefit obligation

Annual discount rate—defined benefit cost

Expected return on plan assets

Expected rate of compensation increase

Asset Allocations by Asset Category

The fair value of the Company’s pension plan assets by asset category and by level in the fair value hierarchy, is as follows (in millions):

Other Current and Long-term Liabilities

The following is a summary of other current liabilities (in millions):

Accrued compensation

Income taxes payable (note 14)

Accrued warranty

Other taxes payable (note 14)

Distributor commissions

Operating lease liabilities (note 19)

Legal and professional fees

Hybrid instruments liability (note 25)

Acquisition-related litigation costs ( note 26 )

Accrued interest

Other accrued expenses

Other current liabilities

The following table sets forth the changes in accrued warranty (in millions):

Balance at December 31, 2021

Accruals for warranties issued during the year

Settlements of warranty claims

Foreign currency impact

Balance at December 31, 2022

Accruals for warranties issued during the year

Settlements of warranty claims

Foreign currency impact

Balance at December 31, 2023

Accruals for warranties issued during the year

Settlements of warranty claims

Foreign currency impact

Balance at December 31, 2024

The following is a summary of other long-term liabilities (in millions):

Income and other taxes payable ( note 14 )

Hybrid instruments liability (note 25)

Accrued Pension ( note 10 )

Other long-term liabilities

The Company’s debt obligations consist of the following (in millions):

2024 term loan agreements:

CHF loan due 2027

CHF loan due 2029

CHF loan due 2031 (b)

2019 term loan agreement:

USD loan annual payments of $ 15.0 and balloon payment due December 2026

Note Purchase Agreements (NPA – Senior notes):

2024 notes due April 15, 2034 - CHF 50 million 2.56 % (b)

2024 notes due April 15, 2036 - CHF 146 million 2.62 % and CHF 50 million 2.60 % (b)

2024 notes due April 15, 2039 - CHF 135 million 2.71 % and CHF 50 million 2.62 % (b)

2021 notes due December 8, 2031 - CHF 300 million 0.88 % (b)

2019 notes due December 11, 2029 - CHF 297 million 1.01 % (b)

2021 notes due December 8, 2031 - EUR 150 million 1.03 % (b)

2012 notes due January 18, 2024 - $ 300 million 4.46 % (b)

CHF revolving loan (in U.S.

Dollars) under the 2024 Revolving Credit Agreement (c)

Unamortized debt issuance costs

Total notes and loans outstanding (a)

Finance lease obligations

Current portion of long-term debt and finance lease obligations

Total long-term debt, less current portion

(a) As of December 31, 2024 the annual maturities of notes and loans outstanding excluding the impact of unamortized debt issuance costs, are as follows (in millions):

and thereafter:

(b) As of December 31, 2024 and 2023, the fair value of the Company's long-term fixed interest rate debt was $ 1,278.9 million and $ 883.3 million as of December 31, 2024, and December 31, 2023, respectively.

(c) Subsequent to December 31, 2024 and up until the date of filing this Annual Report on Form 10K, the Company borrowed CHF 100 million (approximately $ 109.9 million) and repaid CHF 125 million (approximately $ 137.9 million) of debt outstanding under the 2024 Amended and Restated Revolving Credit Agreement.

Significant borrowings and repayments:

The following tables summarize the Company’s debt borrowings and repayments for the years ended December 31 (amounts in millions):

Year Ended December 31,

Proceeds from revolving lines of credit:

2024 Amended and Restated Credit Agreement

2019 Amended and Restated Credit Agreement (a)

Proceeds from revolving lines of credit - Total

Repayments of revolving lines of credit:

2024 Amended and Restated Credit Agreement

Repayments of revolving lines of credit - Total

Proceeds from long-term debt:

CHF notes under various 2024 Note Purchase Agreements

CHF notes under the 2024 Term Loan Agreement

Proceeds from long-term debt - Total

Repayment of long-term debt:

USD notes under the 2012 Note Purchase Agreement

USD notes under the 2019 Term Loan Agreement

CHF notes under the 2024 Term Loan Agreement

Repayment of long-term debt - Total

a) As detailed below the 2024 Amended and Restated Credit Agreement amended and restated the 2019 Revolving Credit Agreement on January 18, 2024.

All balances were transferred to the 2024 Amended and Restated Credit Agreement

As of December 31, 2024, the Company was in compliance with all financial covenants of all debt agreements.

The Company’s debt agreements’ covenants consist of customary affirmative and negative covenants, including, among others, restrictions on the Company’s ability to incur liens, transfer or sell equity or assets, engage in certain mergers and consolidations, enter into transactions with affiliates, and engage or permit any subsidiary to engage in certain lines of business.

They also include customary representations and warranties and events of default.

Interest expense:

Interest expense for the year ended December 31, 2024, 2023 and 2022 was $ 47.9 million, $ 16.4 million, and $ 16.1 million respectively.

The Company did not record any gains or losses on the conversion of the reference rate for Borrowings under the Term Loan Agreement from LIBOR to SOFR.

As of December 31, 2024, the Company has several cross-currency and interest rate swap agreements with a notional value of $ 131.6 million of U.S.

to Swiss Franc and a notional value of $ 131.6 million of U.S.

to Euro to hedge the variability in the movement of foreign currency exchange rates on portions of our Euro and Swiss Franc denominated net asset investments.

Refer to Note 23, Derivative Instruments and Hedging Activities for more information.

Revolving Credit Facility :

As of December 31, 2024, the maximum commitments and net amounts available under (i) the 2024 Revolving Credit Agreement and (ii) other lines of credit with various financial institutions located primarily in Germany and Switzerland that are unsecured and typically due upon demand are as follows (dollars in millions):

Interest Rate

2024 Amended and Restated Credit

Bank guarantees and working capital line

Total revolving lines of credit

An overview of the key terms of each of the term loan agreements, note purchase agreements and revolving credit agreements are described below.

2024 Term Loan Agreements

On March 29, 2024, the Company, as borrower, entered into (i) a term loan agreement (the “Three- and Five-Year Term Loan Agreement”) and (ii) another term loan agreement (the “Seven-Year Term Loan Agreement” and together with the Three- and Five-Year Term Loan Agreement, the “Term Loan Agreements”) with a group of bank lenders.

Each term loan facility has a delayed draw component allowing for up to two borrowings under the relevant loan facility during the period from and including the effective date to the earlier of (i) September 30, 2024 and (ii) the date of termination of the commitments by the Administrative Agent during the continuance of an Event of Default as defined in the applicable Term Loan Agreement.

Amounts outstanding under the 2024 Term Loan Agreements bear interest at a rate equal to (a) the Swiss Average Rate Overnight ( SARON ), plus a margin ranging from (i) 1.000 % to 1.500 % in the case of the three- and five-year term loan facilities and (ii) 1.250 % to 1.750 % in the case of the seven-year term loan facilities, in each case, based on the Company’s leverage ratio, provided, however, that if the loans are required to bear interest determined by reference to an Alternate Base Rate (“ABR Loans”), then such ABR Loans shall bear interest equal to (i) the federal funds effective rate plus ½ of 1% , (ii) the prime rate announced by Bank of America, N.A., and (iii) 1 %, plus a margin ranging from 0.100 % to 0.200 %, based on the Company’s leverage ratio.

Loans under the 2024 Term Loan Agreements will be repayable in full at maturity, subject to scheduled quarterly amortization payments on (i) the three-year and five-year term loan facilities beginning in June 2024 and (ii) the seven-year term loan facility beginning in June 2026, and, in each case, may also be prepaid at the Company’s option in whole or in part without premium or penalty.

In addition, obligations are unsecured and are fully and unconditionally guaranteed by certain of the Company’s subsidiaries.

The other terms of the 2024 Term Loan Agreements are substantially similar to the terms of the 2024 Revolving Credit Agreement, including representations and warranties, affirmative, negative and financial covenants, events of default, and leverage and interest coverage ratio.

2019 Term Loan Agreement

On December 11, 2019, the Company, together with certain of its subsidiaries, as borrowers, entered into a term loan agreement for a $ 300 million seven-year term loan facility.

Loans under the 2019 Term Loan Agreement will be repayable in full at maturity, December 11, 2026), subject to scheduled amortization that began in 2022, and may also be prepaid at the Company’s option in whole or in part without premium or penalty.

In addition, obligations under are unsecured and are fully and unconditionally guaranteed by certain of the Company’s subsidiaries.

Amounts outstanding under the 2019 Term Loan Agreement bear interest at a rate equal to, at the Company’s option, (a) the U.S.

The other terms of the 2019 Term Loan Agreements are substantially similar to the terms of the 2024 Revolving Credit Agreement, including representations and warranties, affirmative, negative and financial covenants, events of default, and leverage and interest coverage ratio.

Notes Purchase Agreements (“NPAs” or “Notes”)

The Company has entered into several NPAs with groups of accredited institutional investors including on February 1, 2024, and February 8, 2024 (“2024 Note Purchase Agreements”), December 7, 2021 (“2021 Note Purchase Agreement”) and on December 11, 2019 (“2019 Note Purchase Agreement”).

The key terms associated with these NPAs are as follows:

• Interest is payable semi-annually;

• The Notes are unsecured obligations of the Company and are fully and unconditionally guaranteed by certain of the Company’s subsidiaries.

• The Company may prepay some or all of the Notes at any time in an amount not less than 10 % of the aggregate principal amount of the Notes then outstanding at a price equal to the sum of (a) the principal amount to be prepaid, plus accrued and unpaid interest, (b) any applicable “make-whole” amount, and (c) certain other fees and expenses.

In the event of a change in control (as defined in the NPAs) of the Company, the Company may be required to prepay the Notes at a price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest and certain other fees and expenses.

The other terms of the NPAs are substantially similar to the terms of the 2024 Revolving Credit Agreement, including representations and warranties, affirmative, negative and financial covenants, events of default, and leverage and interest coverage ratio.

2024 Amended and Restated Credit Agreement:

On January 18, 2024, the Company and certain subsidiaries entered into an agreement that amended and restated the 2019 Revolving Credit Agreement which was entered into on December 11, 2019.

This resulted in the aggregate amount available to draw increasing to $ 900 million from $ 600 million and an extension of the maturity date to January 18, 2029, as may be further extended by the Company for the periods and on the terms set forth in the 2024 Amended and Restated Credit Agreement (‘2024 RCA’).

In addition, the 2024 RCA increases the uncommitted incremental facility whereby, under certain circumstances, the Company may, at its option, increase the amount of the revolving facility or incur term loans in an aggregate amount not to exceed $ 400 million.

Amounts outstanding under the 2024 RCA bear interest at a rate equal to, at the Company’s option, (a) the Secured Overnight Financing Rate (“SOFR”) applicable to the relevant currency, plus a margin ranging from 1.000 % to 1.500 %, based on the Company’s leverage ratio, or (b) the highest of (i) the federal funds effective rate plus 0.5 %, (ii) the prime rate announced by Bank of America, N.A., and (iii) SOFR, as adjusted, plus 1.00 %, plus a margin rate ranging from 0.000 % to 0.500 %, based on the Company’s leverage ratio.

The 2024 RCA includes affirmative, negative and financial covenants and events of default customary for financings of this type.

The negative covenants include, among others, restrictions on liens, indebtedness of the Company and its subsidiaries, asset sales, dividends, and transactions with affiliates not approved under the agreements.

The financial covenants require the Company to maintain a maximum leverage ratio of 3.50 to 1.00 (the “Stated Leverage Ratio” or “SLR”) and a minimum interest coverage of 2:50 to 1.00.

In accordance with the terms of the 2024 RCA, the Company can elect to increase the maximum leverage ratio to 4.00 to 1.00, the “Adjusted Leverage Ratio” or “ALR” provided that it shall (1) step down the ALR by 0.25 x after two full fiscal quarters following the date of a Material Acquisition, and (2) return to the otherwise SLR after four full fiscal quarters following the date of such Material Acquisition, provided, that the Company may not elect to increase the maximum leverage ratio to the ALR unless there shall be at least one full fiscal quarter immediately prior to such election during which the SLR is in effect.

Proceeds of the 2024 RCA may be used by the Company and its subsidiaries to finance working capital needs, refinance or reduce existing indebtedness and for general corporate purposes, including acquisitions.

Fair Value of Financial Instruments

The Company measures the following financial assets and liabilities at fair value on a recurring basis.

December 31, 2024

Quoted Prices in

Active Markets

Available (Level 1)

Significant Other

Observable Inputs

Unobservable Inputs

Group BPCE Life (a)

Swiss Life Collective BVG Foundation (b)

Total plan assets

Quoted Prices

Time deposits and money market funds

Interest rate and cross-currency swap agreements (note 23)

Forward currency contracts

Total assets recorded at fair value

Contingent consideration (note 24)

Hybrid instruments liabilities ( note 25 )

Interest rate and cross-currency swap agreements (note 23)

Forward currency contracts

Equity interest purchase option liability (a)

Total liabilities recorded at fair value

a) Equity interest purchase option liability is related to NovAliX, refer to Note 5, Minority and equity-method investments for more information

December 31, 2023

Quoted Prices in

Active Markets

Available (Level 1)

Significant Other

Observable Inputs

Unobservable Inputs

Group BPCE Life (a)

Swiss Life Collective BVG Foundation (b)

Total plan assets

(a) The Company’s pension plan in France is invested in a larger fund that invests in a variety of instruments.

The assets are not directly dedicated to the French pension plan.

The Group BPCE Life fund invests in debt securities of foreign corporations and governments, equity securities of foreign government funds and private real estate funds .

The French Plan Assets are expected to be fully utilized by the end of 2024 and the Company will fund the benefit payments as they become due and payable.

(b) The Company’s pension plan in Switzerland is outsourced to Swiss Life AG, an outside insurance provider.

Under the insurance contract, the plan assets are invested in Swiss Life Collective BVG Foundation (the Foundation), which is an umbrella fund for which the retirement savings and interest rates are guaranteed a minimum of 1.25 % on the mandatory withdrawal portion, as defined by Swiss law, and 0.50 % on the non-mandatory portion starting 2024.

The Foundation utilizes plan administrators and investment managers to oversee the investment allocation process, set long-term strategic targets and monitor asset allocations.

The target allocations are 65 % bonds, 2.5 % cash, 7.5 % equity investments and 25 % real estate and mortgages.

Should the Foundation yield a return greater than the guaranteed amounts, the Company, according to Swiss law, shall receive 90 % of the additional return with Swiss Life AG retaining 10 %.

All investments and insurance risks are fully covered and there is a 100 % capital and interest rate guarantee provided by Swiss Life.

The withdrawal benefits and interest allocations are secured at all times by Swiss Life AG.

Contributions and Estimated Future Benefit Payments

For all of our plans except Switzerland, we do not have plan assets to payout benefit payments.

Contributions are expected to be consistent with estimated benefit payments for the next fiscal year.

The estimated future benefit payments are based on the same assumptions used to measure the Company’s benefit obligation at December 31, 2023.

The following benefit payments reflect future employee service as appropriate (in millions):

Quoted Prices

Time deposits and money market funds

Interest rate and cross-currency swap agreements (note 23)

Forward currency contracts

Total assets recorded at fair value

Contingent consideration (note 24)

Hybrid instruments liabilities ( note 25 )

Interest rate and cross-currency swap agreements (note 23)

Forward currency contracts

Total liabilities recorded at fair value

Derivative Instruments and Hedging Activities

The Company's major exposures relate to foreign exchange rate, interest rate and commodity price risks.

Risk management activities related to these risks are as follows:

Foreign Exchange Rate Risk:

The Company’s exposure to foreign exchange rate risk includes translation risk as a result of non-U.S.

operations having functional currencies other than the U.S.

dollar, which is managed by cross-currency interest rate swap agreements and long-term debt designated as net investment hedges.

As of December 31, 2024, the Company had several cross-currency interest rate swap agreements that qualify for hedge accounting with a notional value of $ 131.6 million of U.S.

to Swiss Franc and a notional value of $ 131.6 million of U.S.

to Euro to hedge the variability in the movement of foreign currency exchange rates on portions of our Euro and Swiss Franc denominated net asset investments.

The before tax gains and losses related to hedges of net asset investments in international operations that were recorded within the cumulative translation adjustment section of other comprehensive income were loss of $ 89.1 for the year ended December 31, 2024, and gains of $ 100.9 million, and $ 58.0 million for the years ended December 31, 2023, and 2022 respectively.

In addition, the Company has foreign currency exposure at a transaction level and this is addressed by forward currency contracts for significant exposures, which have not been designated as accounting hedges.

Interest Rate Risk:

The Company’s exposure to interest rate risk relates primarily to outstanding variable rate debt under the U.S.

dollar denominated 2019 Term Loan and adverse movements in the related market rates.

This exposure is managed as part of a cross-currency interest rate swap which involves the Company paying-fixed receiving-floating.

The objective of this designated cash flow hedge is to offset the variability of cash flows on term loan debt interest payments attributable to changes in SOFR, a contractually specified rate.

The difference between the interest rate received and paid under the interest rate and cross-currency swap agreements is recorded in interest and other income (expense), net in the consolidated statements of income and comprehensive income.

Commodity Price Risk:

The Company has arrangements with certain customers under which it has a firm commitment to deliver copper-based superconductors at a fixed price.

In order to minimize the volatility that fluctuations in the price of copper have on the Company’s sales of these commodities, the Company enters into commodity hedge contracts.

As commodity contracts settle, gains (losses) related to changes in fair values are included within revenues.

December 31, 2024

December 31, 2023

Derivatives designated as hedging instruments

Interest rate cross-currency swap agreements

Other current assets

Other long-term liabilities

Long-term debt

Total derivatives designated as hedging instruments

Derivatives not designated as hedging instruments

Forward currency contracts

Other current assets

Other current liabilities

Total derivatives not designated as hedging instruments

Total derivatives

The following is a summary of the gain (loss) included in Interest and other income (expense), net in the consolidated statements of income and comprehensive income related to the derivative instruments described above (in millions):

Year Ended December 31,

Derivatives not designated as

hedging instruments

Forward currency contracts

Embedded derivatives in purchase and

delivery contracts

Derivatives designated as cash flow

hedging instruments

Interest rate cross-currency swap agreements

Derivatives designated as net

investment hedging instruments

Interest rate cross-currency swap agreements

The following is a summary of the gain (loss) included in Accumulated other comprehensive income, net of tax in the consolidated statements of income and comprehensive income related to the derivative instruments described above (in millions):

Year Ended December 31,

Derivatives designated as cash flow hedging instruments

Interest rate cross-currency swap agreements

Derivatives designated as net investment hedging instruments

Interest rate cross-currency swap agreements

Long-term debt

Contingent consideration

The following table sets forth the changes in contingent consideration liabilities (in millions):

Balance at December 31, 2022

Current period additions

Current period adjustments

Current period settlements

Foreign currency effect

Balance at December 31, 2023

Current period additions

Current period adjustments

Current period settlements

Foreign currency effect

Balance at December 31, 2024

Changes in fair value subsequent to acquisition are recognized in Acquisition-related expenses, net included in Other Charges, net, in the consolidated statements of income and comprehensive income.

Contingent consideration payments in excess of the acquisition date fair value are included in net cash provided by (used in) operating activities, and the remaining amounts are included in net cash provided by (used in) financing activities in the consolidated statements of cash flows.

Refer to Note 2, Summary of Significant Accounting Policies for more information on the Company’s policy on contingent consideration.

Hybrid instruments liabilities

As part of the 2018 Mestrelab Research, S.L.

(“Mestrelab”), 2022 PreOmics, 2023 Biognosys, 2023 Zontal and certain other majority owned acquisitions, the Company entered into agreements with the noncontrolling interest holders that provide the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the remaining ownerships for cash at contractually defined redemption values.

Refer to Note 2, Summary of Significant Accounting Policies for more information on the Company’s policy on hybrid instruments liabilities.

The following table sets forth the changes in hybrid instruments liability (in millions):

Balance at December 31, 2022

Current period additions

Current period adjustments

Foreign currency effect

Balance at December 31, 2023

Current period additions

Current period adjustments

Current period settlements (a)

Foreign currency effect

Balance at December 31, 2024

(a) On October 1, 2024, the call option for Mestrelab was executed, and Bruker acquired the remaining 19.03 % of Mestrelab.

As a result of the transaction, Bruker has obtained 100 % ownership interest in Mestrelab

The Level 3 fair value measurements of our hybrid instrument liabilities include the following significant unobservable inputs:

Hybrid Instrument Liabilities

Fair Value as of December 31, 2024 (millions)

Valuation Technique

Unobservable Input

Weighted Average (a)

Put / Call Options

Option Pricing Model

Revenue Risk Premium

1.6 % - 12.6 %

EBITDA Risk Premium

10.1 % - 25.1 %

a) Unobservable inputs were weighted by the relative fair value of the hybrid instrument liabilities.

Commitments and Contingencies

Litigation and Related Contingencies

Lawsuits, claims and proceedings of a nature considered normal to its businesses may be pending from time to time against the Company.

The Company’s product offerings include technology that is either developed or acquired, and these intellectual property rights, particularly patents, are a significant part of ongoing product development and differentiation.

Lawsuits, claims and proceedings of a nature that claim infringement on patent licenses owned by others are considered normal to the business and may be pending from time to time against the Company.

Intellectual property litigation is inherently complex and unpredictable.

Although monetary and injunctive relief is typically sought, remedies and restitution are generally not determined until the conclusion of the trial court proceedings and can be modified on appeal.

Accordingly, the outcomes of individual cases are difficult to time, predict or quantify.

If the estimate of a probable loss is a range and no amount within the range is more likely, management’s best estimate is represented by the minimum amount of the range.

Disclosure is provided when a loss is considered probable, but the loss is not reasonably estimable and when a material loss is reasonably possible but not probable.

The outcome of any of these proceedings cannot be accurately predicted, and the ultimate resolution of any of these existing matters, net of amounts accrued in the Company's balance sheet, may have a material adverse effect on the Company's business or financial condition.

Third parties might allege that the Company or its collaborators are infringing their patent rights or that the Company is otherwise violating their intellectual property rights.

The Company believes the outcome of pending proceedings, individually and in the aggregate, will not have a material impact on the Company’s business or its consolidated financial statements.

In September 2019, Luxendo GmbH (“Luxendo”), a subsidiary of Bruker Corporation, was sued in Germany by Carl Zeiss Microscopy GmbH, a subsidiary of Carl Zeiss AG (“Zeiss”), for infringement of a registered German utility model.

After the utility model was canceled by the German Patent and Trademark Office in 2021, Zeiss withdrew its infringement action at the end of 2022 and the proceedings were terminated.

However, a parallel European patent application, a family member of the utility model, is still pending in the European Patent Office (“EPO”).

The Company is closely monitoring progress in the granting procedure and does not believe that a grant is imminent.

The Company is presently unable to predict the EPO’s final decision on the patent application.

At December 31, 2023 and 2022, no material accruals have been recorded for potential contingencies.

An adverse outcome in any of these proceedings could result in one of more of the following and have material impact on our business or consolidated results of operations and financial position:

(i) loss of patent protection;

(ii) inability to continue to engage in certain activities;

(iii) payment of significant damages, royalties, penalties and/or license fees to third parties;

and, (iv) with respect to products acquired through acquisitions accounted for as business combinations, potentially significant intangible asset impairment charges.

At December 31, 2024 and 2023, the accrual for several legal matters that are probable and estimable was $ 86.0 million and $ 4.3 million, respectively.

In management’s opinion, the Company is not currently involved in any legal proceedings other than those specifically identified below, individually or in the aggregate, that could materially adversely impact our operating results and cash flows.

Unless included in our legal accrual or otherwise indicated below, a range of loss associated with any individual material legal proceeding cannot be reasonably estimated.

While the Company believes it has meritorious defenses for the matters described below, the ultimate resolution of, or increase in accruals for, one or more of these matters in any reporting period may have a material adverse effect on the Company's results of operations and cash flows for that period.

In connection with the Company’s acquisition of PhenomeX Inc.

(“PhenomeX”) on October 2, 2023, the Company’s wholly owned subsidiary, Bruker Cellular Analysis, Inc.

(“BCA”), was substituted as a party into the existing patent litigation between PhenomeX and AbCellera Biologics Inc (“AbCellera”) related to PhenomeX’s Beacon instruments and Opto products.

The University of British Columbia (“UBC”), the owner and licensor to AbCellera of the asserted patents, is a co-plaintiff in the litigation.

The plaintiffs’ complaint seeks unspecified damages and injunctive relief.

In connection with the acquisition of NanoString on May 6, 2024, the Company assumed certain of its liabilities, including the liabilities associated with the litigation matters related to NanoString’s GeoMx Digital Spatial Profiler products (the “GeoMx Matter”) and CosMx Spatial Molecular Imager products (the “CosMx Matter”).

In the GeoMx Matter, in November 2023, a jury verdict in the U.S.

District Court for the District of Delaware was entered in favor of the plaintiffs, 10x Genomics, Inc.

(“10x”) and Prognosys Biosciences, Inc.

(collectively, the “Plaintiffs”) awarding damages.

On December 23, 2024, the Court issued an order upholding the jury’s damages award, plus interest and a damages true-up for GeoMx sales since the November 2023 verdict, while declining 10x’s request for enhanced damages and attorneys’ fees.

The Court stated that it would grant 10x’s request for an injunction against GeoMx products in the United States, while noting that the proposed injunction would include a carve out for sales of consumables to the installed base of GeoMx customers.

The Court has not yet issued a final judgment.

Once a final judgment is issued, the Company intends to appeal the case to the U.S.

Court of Appeals for the Federal Circuit and to seek a stay of any injunction that is ordered while the case is being appealed.

The CosMx Matter complaint concerns claims by 10x and the President and Fellows of Harvard College (“Harvard”) of patent infringement with respect to CosMx Spatial Molecular Imager products as well as counterclaims against 10x and Harvard for antitrust and unfair competition violations.

The CosMx Matter complaint seeks unspecified damages and injunctive relief.

Governmental Investigations

1 unchanged sentence

From time to time, the Company is the subject of governmental investigations often involving regulatory, marketing and other business practices.

These governmental investigations may result in the commencement of civil and criminal proceedings, fines, penalties and administrative remedies which could have a material adverse effect on the Company’s financial position, results of operations and/or liquidity.

At December 31, 2023, and 2022, no material accruals have been recorded for potential contingencies related to these matters.

The Company does not expect additional losses to be incurred in excess of the amounts accrued.

These governmental investigations may result in the commencement of civil and criminal

proceedings, fines, penalties and administrative remedies which could have a material adverse effect on the Company’s financial position, results of operations and/or liquidity.

At December 31, 2024, and 2023, no material accruals have been recorded for potential contingencies related to these regulatory matters.

However, the resolution of, or increase in accruals for, one or more of these matters in any reporting period may have a material adverse effect on the Company's results of operations and cash flows for that period.

Unconditional Purchase Commitments

4 unchanged sentences

Purchase commitments exclude agreements that are cancelable at any time without penalty.

The majority of these commitments are expected to be settled during 2024.

Unconditional purchase commitments that are fixed and determinable are as follows (in millions):

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The Company believes the estimated fair value of these agreements is minimal based on historical experiences.

Earnings Per Share

Net income attributable to Bruker Corporation

Weighted average common shares outstanding:

Weighted average common shares outstanding - basic

Effect of dilutive securities:

Stock options, restricted stock awards, restricted

stock units and ESPP

Weighted average common shares outstanding - diluted

Net income per common share attributable to Bruker

Corporation shareholders:

Diluted earnings per share is calculated using the treasury stock method on a weighted average basis.

The following common share equivalents have been excluded from the computation of diluted weighted-average shares outstanding, as their effect would have been anti-dilutive (in millions of shares):

Stock options and ESPP purchase rights

Unvested restricted stock units

Shareholders’ Equity

1 unchanged sentence

In May 2021, the Company’s Board of Directors approved a share repurchase program (the “2021 Repurchase Program”) authorizing the purchase of up to $ 500.0 million of the Company’s common stock over a two-year period, in amounts, at prices, and at such times as management deems appropriate, subject to market conditions, legal requirements and other considerations.

During the year ended December 31, 2023, the Company purchased a total of 315,318 shares at an aggregate cost of $ 22.2 million under the 2021 Repurchase Program.

During the year ended December 31, 2022, the Company purchased a total of 4,215,094 shares at an aggregate cost of $ 264.7 million under the 2021 Repurchase Program.

Authorization for the remaining $ 94.4 million on the 2021 Repurchase Program expired in May 2023 .

In May 2023, the Company’s Board of Directors approved a share repurchase program (the “2023 Repurchase Program”) authorizing the purchase of up to $ 500.0 million of the Company’s common stock over a two-year period, in amounts, at prices, and at such times as management deems appropriate, subject to market conditions, legal requirements and other considerations.

During the year ended December 31, 2023, the Company purchased a total of 2,097,119 shares at an aggregate cost of $ 130.1 million under the 2023 Repurchase Program.

such times as management deems appropriate, subject to market conditions, legal requirements and other considerations.

At December 31, 2024, $ 369.9 million remains available for future purchase under the 2023 Repurchase Program.

We intend to fund any additional purchases from cash on hand, future cash flows from operations and available borrowings under the revolving credit facility.

In August 2022, the Inflation Reduction Act (“IRA”) was signed into law in the United States.

The IRA introduced new tax provisions, including a 1.0 % excise tax on stock repurchases.

The Company expects additional guidance and regulations to be issued in future periods and will continue to assess its potential impact on its business as further information becomes available.

The estimated excise tax on our stock repurchases was not material and was recorded in other current liabilities and additional paid in capital for the year ended December 31, 2023.

Shelf Registration

On June 2, 2023, the Company filed a registration statement on Form S-3ASR with the SEC (“2023 Shelf Registration”) for the issuance of common stock, preferred stock, debt securities, warrants, units, subscription rights and purchase contracts, which became effective immediately upon filing.

At the time any of the securities covered by the 2023 Shelf Registration Statement are offered for sale, a prospectus supplement will be prepared and filed with the SEC containing specific information about the terms of any such offering.

Cash Dividends on Common Stock

Dividends are declared by the Company’s Board of Directors (“Board”) in accordance with the Company’s dividend policy.

Under the policy, the Company targeted a $ 0.20 per share cash dividend per annum to the Company’s shareholders payable in equal quarterly installments.

Subsequent dividend declarations and the establishment of record and payment dates for such future dividend payments, if any, are subject to the Board's continuing determination that the dividend policy is in the best interests of the Company’s shareholders.

The dividend policy may be suspended or canceled at the discretion of the Board at any time.

In February 2024, the Company announced that our Board had declared a quarterly dividend of $ 0.05 per share that will be payable in March 2024.

During the year ended December 31, 2024, the Company did not purchase any shares under the 2023 Repurchase Program.

Subsequent to December 31, 2024 and prior to the date of filing this annual report on Form 10K, the Company purchased 200,731 shares at an aggregate cost of $ 10 million.

During the year ended December 31, 2023, the Company purchased a total of 2,097,119 shares at an aggregate cost of $ 130.1 million under the 2023 Repurchase Program.

Public Offering

In May 2024, the Company completed an underwritten public offering (the “Offering”) in which the Company issued and sold 6,000,000 shares of its common stock at a public offering price of $ 67.29 per share.

The Company received net proceeds of approximately $ 403.0 million after deducting underwriting discounts, commissions and other offering expenses.

The net proceeds of this Offering were used to partially fund our strategic acquisitions in 2024.

The Offering was made pursuant to an automatically effective registration statement on Form S-3 and accompanying prospectus filed with the SEC on May 29, 2024 and a final prospectus relating to the Offering, filed with the SEC on May 31, 2024.

Stock Compensation Plans

On March 9, 2010, the Company’s Board of Directors unanimously approved and adopted the Bruker Corporation 2010 Incentive Compensation Plan (the “2010 Plan”), and on May 14, 2010, the 2010 Plan was approved by the Company’s shareholders.

The 2010 Plan provided for the issuance of up to 8,000,000 shares of the Company’s common stock.

The 2010 Plan allowed a committee of the Board of Directors determined to be the Compensation Committee, to grant incentive stock options, non-qualified stock options and restricted stock awards.

The Compensation Committee had the authority to determine which employees would receive the awards, the amount of the awards and other terms and conditions of any awards.

Awards granted under the 2010 Plan typically were made subject to a vesting period of three to five years .

In May 2016, the Bruker Corporation 2016 Incentive Compensation Plan (the “2016 Plan”) was approved by the Company’s shareholders.

With the approval of the 2016 Plan, no further grants will be made under the existing Bruker Corporation 2010 Incentive Compensation Plan (the “2010 Plan”).

As of December 31, 2024, 5,545,090 options and 570,011 restricted stock awards have been granted under the 2010 Plan.

At December 31, 2024, 134,796 options were outstanding under the 2010 Plan.

In May 2016, the Bruker Corporation 2016 Incentive Compensation Plan (the “2016 Plan”) was approved by the Company’s shareholders.

With the approval of the 2016 Plan, no further grants will be made under the 2010 Plan.

The 2016 Plan provides for the issuance of up to 9,500,000 shares of the Company’s common stock and permits the grant of awards of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, unrestricted stock, restricted stock units, performance shares and performance units, as well as cash-based awards.

31 unchanged sentences

Intrinsic Value

(in millions) (a)

(in millions) (b)

Outstanding at December 31, 2023

Exercised (c)

Forfeited/Expired

2 unchanged sentences

Exercisable and expected to vest at

December 31, 2023 (b)

December 31, 2024 (a)

(a) Represents the number of vested options at December 31, 2024, plus the number of unvested options at December 31, 2024, that are ultimately expected to vest based on our estimated forfeiture rate.

(b) The aggregate intrinsic value is calculated as the positive difference between the exercise price of the underlying options and the quoted price of our common stock on December 31, 2024.

The total intrinsic value of options exercised was $ 9.4 million, 10.7 million and $ 35.7 million for the years ended December 31, 2023, 2022 and 2021, respectively.

(c) The total intrinsic value of options exercised was $ 12.0 million, $ 9.4 million and $ 10.7 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Restricted Stock Units

3 unchanged sentences

Outstanding at December 31, 2024

The total fair value of restricted stock vested for the years ended December 31, 2023, 2022 and 2021was $ 17.8 million, $ 17.7 million and $ 27.1 million, respectively.

Other Charges, Net

The components of other charges, net, were as follows (in millions):

Acquisition-related expenses, net

Professional fees incurred in connection with investigation

matters and other legal matters

Information technology transformation costs

Restructuring

Long -lived asset impairments

Other charges, net

Restructuring Initiatives

Restructuring charges for the years ended December 31, 2023, 2022 and 2021 included charges for various other programs which were recorded in the accompanying consolidated statements of income and comprehensive income as follows (in millions):

Cost of revenues

Other charges, net

The following table sets forth the changes in the restructuring reserves (in millions):

Provisions for

Balance at December 31, 2020

Restructuring charges

Cash payments

Non-cash adjustments

Foreign currency impact

Balance at December 31, 2021

Restructuring charges

Cash payments

Non-cash adjustments

Foreign currency impact

Balance at December 31, 2022

Restructuring charges

Cash payments

Non-cash adjustments

Foreign currency impact

Balance at December 31, 2023

In October 2023, the Company announced a restructuring plan associated with BCA (formerly PhenomeX), a component of the Nano reportable segment, to optimize costs and to facilitate integration efforts.

The restructuring plan includes a reduction in headcount, consolidation of leased facilities, and a planned change in future product offerings.

The restructuring plan is expected to be completed during 2024.

In connection with the BCA restructuring plan, the Company accrued severance and termination charges of $ 14.9 million.

As of December 31, 2023, $ 9.8 million of these charges have been paid.

The unpaid severance charges noted above will be paid in 2024 and 2025.

As it relates to the consolidation of leased facilities, the Company recorded an impairment charge against operating lease right of use assets of $ 3.2 million, as detailed in Note 16, Leases , and expensed a negligible amount of associated leasehold improvements.

As of December 31, 2023, no modification of operating leases connected to the restructuring plan had occurred.

Finally, in connection with the planned change of future product offerings, the Company recorded an impairment charge against various equipment of $ 2.3 million.

The Company anticipates additional severance charges in 2024, which are not expected to be material.

The Company is also likely to terminate additional leases as operations are consolidated and arrangements for early terminations with the landlord are reached.

The Company does not expect termination payments to be significantly different from amounts recorded as outstanding lease liabilities as of December 31, 2023.

Certain other restructuring programs relating to in reductions in force recorded by the BSI NANO, BSI Biospin, BSI CALID and Corporate segments in 2023 were not material and substantially complete at the end of the year.

Interest and Other Income (Expense), Net

The components of interest and other income (expense), net, were as follows (in millions):

Interest income

Interest expense

Impairment of minority investments

Exchange losses on foreign currency transactions

Pension components

Other income (expense)

Interest and other income (expense), net

Business Segment Information

The Company has four reportable segments, BSI BioSpin, BSI CALID, BSI Nano and BEST, as discussed in Note 1 to the consolidated financial statements.

The Company's CEO is the chief operating decision maker.

Selected reportable segment information is presented below (in millions):

Eliminations (a)

Total revenue

Operating Income:

Corporate, eliminations and other (b)

Total operating income

(a) Represents product and service revenue between reportable segments.

(b) Represents corporate costs and eliminations not allocated to the reportable segments.

Total assets by segment are as follows (in millions):

BSI BioSpin, BSI CALID, BSI Nano & Corporate

Eliminations and other (a)

(a) Assets not allocated to the reportable segments and eliminations of intercompany transactions.

The Company is unable, without unreasonable effort or expense to disclose the amount of total assets by the BSI BioSpin, BSI CALID and BSI Nano Segments as well as the Corporate function and further, the Company’s chief operating decision maker does not receive any asset information by operating segment.

Total capital expenditures and depreciation and amortization by segment are presented below (in millions):

Capital Expenditures:

Total capital expenditures

Depreciation and Amortization:

Total depreciation and amortization

Revenue and long-lived assets (including property, plant and equipment, net and operating lease right of use assets) by geographical area are as follows (in millions):

United States

Rest of Europe

Rest of Asia Pacific

Total revenue

Long-lived assets:

United States

Rest of Europe

Total long-lived assets

a) The total fair value of restricted stock vested for the years ended December 31, 2024, 2023 and 2022 was $ 16.9 million, $ 17.8 million and $ 17.7 million, respectively.

ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 8. Financial Statements and Supplementary Data