BRUKER CORP 10-K

ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Index of Consolidated Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) 52 Consolidated Balance Sheets as of December 31, 2024, and 2023 55 Consolidated Statements of Income for the years ended December 31, 2024, 2023, and 2022 56 Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023, and 2022 57 Consolidated Statements of Redeemable Noncontrolling Interests and Shareholders’ Equity for the years ended December 31, 2024, 2023, and 2022 58 Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023, and 2022 59 Notes to Consolidated Financial Statements 60 51 Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Bruker Corporation Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Bruker Corporation and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of income, of comprehensive income, of redeemable noncontrolling interests and shareholders’ equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO . Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. 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 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 52 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; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters 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 As described in Note 2 to the consolidated financial statements, the Company recognizes revenue from systems sales upon transfer of control in an amount that reflects the consideration it expects to receive. 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 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. 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 system sales revenue recognition. 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. 53 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 March 3, 2025 We have served as the Company’s auditor since 2016. 54 BRUKER CORPORATION CONSOLIDATED BALANCE SHEETS (in millions, except share and per share data) December 31, 2024 2023 ASSETS Current assets: Cash and cash equivalents $ 183.4 $ 488.3 Accounts receivable, net 565.5 492.0 Inventories 1,067.8 968.3 Other current assets 236.5 215.6 Total current assets 2,053.2 2,164.2 Property, plant and equipment, net 669.3 599.7 Goodwill 1,507.3 582.6 Intangible assets, net 912.5 330.5 Operating lease assets 145.5 91.7 Deferred tax assets, net 286.2 297.2 Other long-term assets 232.7 184.0 Total assets $ 5,806.7 $ 4,249.9 LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND SHAREHOLDERS’ EQUITY Current liabilities: Current portion of long-term debt and finance lease obligations $ 32.5 $ 121.2 Accounts payable 234.1 202.7 Deferred revenue and customer advances 438.2 400.0 Other current liabilities 576.5 478.2 Total current liabilities 1,281.3 1,202.1 Long-term debt 2,061.8 1,160.3 Long-term deferred revenue and customer advances 100.0 91.5 Deferred tax liabilities 118.5 67.7 Operating lease liabilities 118.9 74.8 Other long-term liabilities 311.0 240.2 Total liabilities $ 3,991.5 $ 2,836.6 Commitments and contingencies (Note 26) Redeemable noncontrolling interests 18.1 18.7 Shareholders’ equity: Preferred stock, $ 0.01 par value 5,000,000 shares authorized, none issued or outstanding at December 31, 2024 and 2023 — — Common stock, $ 0.01 par value 260,000,000 shares authorized, 182,456,831 and 175,943,705 shares issued, and 151,677,952 and 145,164,826 outstanding at December 31, 2024 and 2023, respectively 1.8 1.7 Treasury stock at cost, 30,778,879 shares at December 31, 2024 and 2023 ( 1,237.2 ) ( 1,237.2 ) Additional paid-in capital 713.4 282.9 Retained earnings 2,406.7 2,323.8 Accumulated other comprehensive income (loss), net of tax ( 103.5 ) 6.0 Total shareholders’ equity attributable to Bruker Corporation 1,781.2 1,377.2 Noncontrolling interests in consolidated subsidiaries 15.9 17.4 Total shareholders’ equity 1,797.1 1,394.6 Total liabilities, redeemable noncontrolling interests and shareholders’ equity $ 5,806.7 $ 4,249.9 The accompanying notes are an integral part of these consolidated financial statements. 55 BRUKER CORPORATION CONSOLIDATED STATEMENTS OF INCOME (in millions, except per share data) Year Ended December 31, 2024 2023 2022 Product revenue $ 2,759.2 $ 2,457.6 $ 2,109.9 Service and other revenue 607.2 506.9 420.8 Total revenue 3,366.4 2,964.5 2,530.7 Cost of product revenue 1,364.5 1,165.2 984.0 Cost of service and other revenue 352.4 286.0 241.0 Total cost of revenue 1,716.9 1,451.2 1,225.0 Gross profit 1,649.5 1,513.3 1,305.7 Operating expenses: Selling, general and administrative 893.8 729.4 607.4 Research and development 376.5 294.8 235.9 Other charges, net 126.1 52.2 29.7 Total operating expenses 1,396.4 1,076.4 873.0 Operating income 253.1 436.9 432.7 Bargain purchase gain and associated measurement period adjustments ( 8.0 ) 144.1 — Interest and other income (expense), net ( 38.2 ) ( 36.8 ) ( 18.8 ) Income before income taxes, equity in income (losses) of unconsolidated investees, net of tax, and noncontrolling interests in consolidated subsidiaries 206.9 544.2 413.9 Income tax provision 91.4 117.7 116.4 Equity in income (losses) of unconsolidated investees, net of tax ( 1.7 ) 2.0 1.0 Consolidated net income 113.8 428.5 298.5 Net income attributable to noncontrolling interests in consolidated subsidiaries 0.7 1.3 1.9 Net income attributable to Bruker Corporation $ 113.1 $ 427.2 $ 296.6 Net income attributable to Bruker Corporation shareholders per common share: Basic $ 0.76 $ 2.92 $ 2.00 Diluted $ 0.76 $ 2.90 $ 1.99 Weighted average common shares outstanding: Basic 149.0 146.4 148.6 Diluted 149.5 147.2 149.4 The accompanying notes are an integral part of these consolidated financial statements. 56 BRUKER CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in millions) Year Ended December 31, 2024 2023 2022 Consolidated net income $ 113.8 $ 428.5 $ 298.5 Other comprehensive income (loss): Foreign currency translation: Foreign currency translation gain (loss) before income taxes ( 160.0 ) 96.5 ( 66.0 ) Income tax expense (benefit) on foreign currency translation adjustments ( 1.1 ) 3.2 1.4 Foreign currency translation gain (loss) after income taxes ( 158.9 ) 93.3 ( 67.4 ) Designated hedging instruments: Unrealized gain (loss) on designated hedging instruments 105.0 ( 82.6 ) 66.6 Reclassification of (gain) on cashflow hedges to statements of income ( 15.8 ) ( 18.3 ) ( 8.6 ) Gain (loss) on designated hedging instruments before income taxes 89.2 ( 100.9 ) 58.0 Income tax expense (benefit) related to designated hedging instruments 21.0 ( 23.8 ) 13.8 Gain (loss) on designated hedging instruments after income taxes 68.2 ( 77.1 ) 44.2 Pension and other postretirement plans: Pension and other postretirement benefit liability adjustments gain (loss) arising during the period ( 25.4 ) ( 28.3 ) 55.6 Amortization of actuarial gain (loss) and prior service credits included in net periodic pension cost ( 0.5 ) ( 0.7 ) 1.2 Total pension and other postretirement benefit liability adjustments gain (loss) before income taxes ( 25.9 ) ( 29.0 ) 56.8 Income tax benefit expense (benefit) related to total pension and other postretirement benefit liability adjustments ( 5.0 ) ( 5.1 ) 11.8 Total pension and other postretirement benefit liability adjustments gain (loss) after income taxes ( 20.9 ) ( 23.9 ) 45.0 Total other comprehensive income (loss) ( 111.6 ) ( 7.7 ) 21.8 Total Comprehensive income 2.2 420.8 320.3 Less: Comprehensive income (loss) attributable to noncontrolling interests ( 0.7 ) 2.5 1.6 Less: Comprehensive loss attributable to redeemable noncontrolling interests ( 0.7 ) ( 0.1 ) ( 0.9 ) Total Comprehensive income attributable to Bruker Corporation $ 3.6 $ 418.4 $ 319.6 The accompanying notes are an integral part of these consolidated financial statements. 57 BRUKER CORPORATION CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTERESTS AND SHAREHOLDERS’ EQUITY (in millions, except share data) Redeemable Noncontrolling Interests Number of Common Shares Outstanding Common Stock Amount Number of Treasury Shares Treasury Stock Amount Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss), net of tax Total Shareholders’ Equity Attributable to Bruker Corporation Noncontrolling Interests in Consolidated Subsidiaries Total Shareholders’ Equity Balance at December 31, 2021 $ 0.2 150,753,687 $ 1.7 24,151,348 $ ( 820.3 ) $ 237.8 $ 1,659.5 $ ( 8.2 ) $ 1,070.5 $ 14.1 $ 1,084.6 Stock options exercised — 251,006 — — — 5.8 — — 5.8 — 5.8 Restricted stock units vested — 233,545 — — — ( 3.0 ) — — ( 3.0 ) — ( 3.0 ) Stock-based compensation — — — — — 15.7 — — 15.7 — 15.7 Shares repurchased — ( 4,215,094 ) — 4,215,094 ( 264.7 ) — — — ( 264.7 ) — ( 264.7 ) Distributions to noncontrolling interests — ( 1.2 ) ( 1.2 ) Cash dividends paid to common shareholders ($ 0.20 per share) — — — — — — ( 29.8 ) — ( 29.8 ) — ( 29.8 ) Consolidated net income (loss) ( 0.6 ) — — — — — 296.6 — 296.6 2.5 299.1 Other shareholders of majority owned acquisitions 6.8 — — — — — Acquisition of minority interest — — ( 0.3 ) ( 0.2 ) ( 0.5 ) ( 2.6 ) ( 3.1 ) Other comprehensive income (loss) ( 0.3 ) — — — — — — 23.2 23.2 ( 0.9 ) 22.3 Balance at December 31, 2022 $ 6.1 147,023,144 $ 1.7 $ 28,366,442 $ ( 1,085.0 ) $ 256.3 $ 1,926.0 $ 14.8 $ 1,113.8 $ 11.9 $ 1,125.7 Stock options exercised — 285,030 — — — 9.7 — — 9.7 — 9.7 Restricted stock units vested — 215,959 — — — ( 3.4 ) — — ( 3.4 ) — ( 3.4 ) Stock-based compensation 0.1 — — — — 17.6 — — 17.6 — 17.6 Shares repurchased — ( 2,412,437 ) 2,412,437.0 ( 152.2 ) ( 1.2 ) — — ( 153.4 ) — ( 153.4 ) Employee stock purchase plan — 53,130 — — — 3.9 — — 3.9 — 3.9 Cash dividends paid to common shareholders ($ 0.20 per share) — — — — — — ( 29.4 ) — ( 29.4 ) — ( 29.4 ) Proceeds from the sale of non- controlling interests, net of loan receivable of $ 0.3 5.0 5.0 Other shareholders of majority owned acquisitions 12.6 — — — — — — — — - Distributions to noncontrolling interest — — — — — — — — — ( 2.0 ) ( 2.0 ) Consolidated net income (loss) ( 0.7 ) — — — — — 427.2 — 427.2 2.0 429.2 Other comprehensive income (loss) 0.6 — ( 8.8 ) ( 8.8 ) 0.5 ( 8.3 ) Balance at December 31, 2023 $ 18.7 145,164,826 $ 1.7 $ 30,778,879 $ ( 1,237.2 ) $ 282.9 $ 2,323.8 $ 6.0 $ 1,377.2 $ 17.4 $ 1,394.6 Stock options exercised — 208,700 — — — 4.6 — — 4.6 — 4.6 Restricted stock units vested — 217,576 — — — ( 3.3 ) — — ( 3.3 ) — ( 3.3 ) Stock-based compensation 0.1 — — — — 20.3 — — 20.3 — 20.3 Employee stock purchase plan — 86,850 — — — 6.0 — — 6.0 — 6.0 Public Offering, net of issuance costs of $ 0.8 million — 6,000,000 0.1 — — 402.9 403.0 403.0 Cash dividends paid to common shareholders ($ 0.20 per share) — — — — — — ( 30.2 ) — ( 30.2 ) — ( 30.2 ) Loans to noncontrolling interest ( 0.8 ) ( 0.8 ) Consolidated net income 0.3 — — — — — 113.1 — 113.1 0.4 113.5 Other comprehensive (loss) ( 1.0 ) — — — — — — ( 109.5 ) ( 109.5 ) ( 1.1 ) ( 110.6 ) Balance at December 31, 2024 $ 18.1 151,677,952 $ 1.8 $ 30,778,879 $ ( 1,237.2 ) $ 713.4 $ 2,406.7 $ ( 103.5 ) $ 1,781.2 $ 15.9 $ 1,797.1 The accompanying notes are an integral part of these consolidated financial statements. 58 BRUKER CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) Year Ended December 31, 2024 2023 2022 Cash flows from operating activities: Consolidated net income $ 113.8 $ 428.5 $ 298.5 Adjustments to reconcile consolidated net income to cash flows from operating activities: Depreciation and amortization 183.8 114.9 88.8 Stock-based compensation expense 25.3 24.0 27.7 Deferred income taxes ( 63.8 ) ( 24.4 ) ( 14.8 ) Bargain purchase gain on acquisition and associated measurement period adjustments 8.0 ( 144.1 ) — Impairment of minority investments and other long-lived assets 28.5 22.2 1.6 Loss on sale of minority investment — ( 6.8 ) — Gain (loss) on sale of property, plant and equipment 4.6 ( 8.5 ) ( 10.1 ) Other non-cash expenses, net 29.3 32.1 26.8 Changes in operating assets and liabilities, net of acquisitions: Accounts receivable ( 40.6 ) ( 0.9 ) ( 67.9 ) Inventories ( 69.8 ) ( 125.0 ) ( 137.9 ) Accounts payable 20.8 1.2 33.3 Income taxes payable, net ( 15.3 ) 43.7 ( 6.8 ) Deferred revenue and customer advances ( 52.8 ) ( 0.6 ) 52.7 Other changes in operating assets and liabilities, net 79.5 ( 6.2 ) ( 17.5 ) Net cash provided by operating activities 251.3 350.1 274.4 Cash flows from investing activities: Purchases of property, plant and equipment ( 115.3 ) ( 106.9 ) ( 129.2 ) Maturity of short-term investments — — 100.0 Proceeds from sale of minority investment — 14.8 — Cash paid for minority investments ( 48.3 ) ( 24.8 ) ( 60.2 ) Cash paid for acquisitions, net of cash acquired ( 1,599.6 ) ( 226.6 ) ( 182.3 ) Proceeds from sales of property, plant and equipment 1.1 11.1 13.9 Net proceeds from cross-currency swap agreements 4.8 6.4 6.2 Net cash used in investing activities ( 1,757.3 ) ( 326.0 ) ( 251.6 ) Cash flows from financing activities: Repayments of revolving lines of credit ( 1,212.7 ) — — Proceeds from revolving lines of credit 1,250.3 — — Repayment of long-term debt ( 135.4 ) ( 23.5 ) ( 111.0 ) Proceeds from long-term debt 973.7 2.0 0.3 Payment of deferred financing costs ( 5.5 ) — — Proceeds from Public Offering of common stock, net of issuance costs 403.0 — — Proceeds from issuance of common stock under employee stock plans, net 6.0 9.5 2.8 Payment of contingent consideration ( 4.7 ) ( 2.7 ) ( 2.7 ) Payment of dividends to common shareholders ( 30.2 ) ( 29.4 ) ( 29.8 ) Repurchase of common stock — ( 152.3 ) ( 263.1 ) Proceeds from the sale (payment for the purchase) of noncontrolling interests ( 14.7 ) 3.0 ( 11.8 ) Net cash provided by (used in) financing activities 1,229.8 ( 193.4 ) ( 415.3 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 28.7 ) 12.2 ( 30.5 ) Net change in cash, cash equivalents and restricted cash ( 304.9 ) ( 157.1 ) ( 423.0 ) Cash, cash equivalents and restricted cash at beginning of year 491.6 648.7 1,071.7 Cash, cash equivalents and restricted cash at end of year $ 186.7 $ 491.6 $ 648.7 Supplemental cash flow information: Cash paid for interest $ 54.6 $ 33.7 $ 24.3 Cash paid for taxes $ 153.9 $ 96.6 $ 147.4 Restricted cash period beginning balance $ 3.3 $ 3.2 $ 3.5 Restricted cash period ending balance $ 3.3 $ 3.3 $ 3.2 The accompanying notes are an integral part of these consolidated financial statements. 59 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Description of Business Bruker Corporation, together with its consolidated subsidiaries (Bruker or the Company), develops, manufactures and distributes high-performance scientific instruments and analytical and diagnostic solutions that enable its customers to explore life and materials at microscopic, molecular and cellular levels. Many of the Company’s products are used to detect, measure and visualize structural characteristics of chemical, biological and industrial material samples. 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; contract research organizations; nonprofit and for-profit forensics laboratories; agriculture, food and beverage safety laboratories; environmental and clinical microbiology laboratories; hospitals and government departments and agencies. • BSI NANO : 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. 60 2. Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and all majority and wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated. Noncontrolling Interests Noncontrolling interests represents the minority shareholders’ proportionate share of the Company’s majority-owned subsidiaries. The portion of net income or net loss attributable to non-controlling interests is presented as net income attributable to noncontrolling interests in consolidated subsidiaries in the consolidated statements of income and comprehensive income, and the portion of other comprehensive income of these subsidiaries is presented in the consolidated statements of shareholders’ equity. Redeemable Noncontrolling Interests The Company has agreements with noncontrolling interest holders that provide the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, their remaining minority interest at a contractually defined redemption value. These rights can be accelerated in certain events. As the redemptions are 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. 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 earnings. Business Combinations The Company accounts for business combinations under the acquisition method of accounting. 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. 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 Cash and cash equivalents primarily include cash on hand, money market funds and time deposits with original maturities of three months or less at the date of acquisition. 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. Cash equivalents are carried at cost, which approximates fair value. Short-term Investments Short-term investments represent time and call deposits maturing within twelve months and with original maturities of greater than three months at the date of acquisition. Short-term investments are classified as available-for-sale and are reported at fair value. 61 Restricted Cash 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. Restricted cash balances are classified as non-current unless, under the terms of the applicable agreements, the funds will be released from restrictions within one year from the balance sheet date. 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 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 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 All derivatives, whether designated in a hedging relationship or not, are recorded on the consolidated balance sheets at fair value. The accounting for changes in fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, the Company must designate the hedging instrument, based on the exposure being hedged, as a fair value hedge, cash flow hedge, foreign currency hedge or a hedge of a net investment in a foreign operation. If a derivative is designated as a hedge, depending on the nature of the hedge, changes in the fair value of the derivative are either offset against the change in fair value of the hedged item through earnings or recognized in other comprehensive income until the hedged item is recognized in earnings. Derivatives that are not designated as hedges are recorded at fair value through earnings. The Company presents the cross-currency swap periodic settlements in investing activities and the interest rate swap periodic settlements in operating activities in the consolidated statements of cash flows. The Company records derivative assets and liabilities on a gross basis in the consolidated balance sheets. 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. The levels in the hierarchy are defined as follows: • Level 1: Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2: Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. • Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. 62 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, 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 Company performs periodic credit evaluations of its customers’ financial condition and generally requires an advanced deposit for a portion of the purchase price. 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. Inventories Components of inventory include raw materials, work-in-process, demonstration units and finished goods. Demonstration units include systems which are located in the Company’s demonstration laboratories or installed at the sites of potential customers and are considered available for sale. Finished goods include in-transit systems that have been shipped to the Company’s customers, but not yet installed and accepted by the customer. All inventories are stated at the lower of cost and net realizable value. 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 63 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 Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Major improvements that extend the useful lives are capitalized while expenditures for maintenance, repairs and minor improvements are charged to expense as incurred. When assets are retired or otherwise disposed of, the assets and related accumulated depreciation and amortization are eliminated from the accounts and any resulting gain or loss is reflected in the consolidated statements of income and comprehensive income. Depreciation and amortization are calculated on a straight-line basis over the estimated useful lives of the assets as follows: Estimated Useful Life Buildings 25 to 40 years Machinery and equipment 3 to 10 years Computer and fixtures 3 to 5 years Furniture and fixtures 3 to 10 years Leasehold improvements Lesser of 15 years or the remaining lease term Goodwill and Intangible Assets 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. 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. 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 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. 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: Estimated Useful Life Existing technology and related patents 1 to 15 years Customer relationships 5 to 15 years Trade names 1 to 15 years 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. Impairment losses are charged to the consolidated statements of income for the difference between the fair value and carrying value of the asset. 64 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 The Company typically provides a one-year parts and labor warranty with the purchase of equipment. The anticipated cost for this warranty is accrued upon recognition of the sale and is included as a current liability on the accompanying consolidated balance sheets. The Company’s warranty reserve reflects estimated material and labor costs for potential product issues for which the Company expects to incur an obligation. The Company’s estimates of anticipated rates of warranty claims and costs are primarily based on historical information. The Company assesses the adequacy of the warranty reserve on a quarterly basis and adjusts the amount as necessary. If the historical data used to calculate the adequacy of the warranty reserve is not indicative of future requirements, additional or reduced warranty reserves may be required. The Company also offers to its customers extended warranty and service agreements extending beyond the initial warranty for a fee. These fees are recorded as deferred revenue and recognized ratably into income over the life of the extended warranty contract or service agreement. Income Taxes The provision for income taxes includes federal, state, local and foreign taxes. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences of temporary differences between the financial statement carrying amounts and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which the temporary differences are expected to be recovered or settled. The Company evaluates the realizability of its deferred tax assets and establishes a valuation allowance when it is more likely than not that all or a portion of deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Based upon the level of historical taxable income and income tax liability and projections for future taxable income over the periods in which the deferred tax assets are utilizable, we believe it is more likely than not that we will realize the net benefits of the deferred tax assets of our wholly owned subsidiaries, net of the recorded valuation allowance. In the event that actual results differ from our estimates, or we adjust our estimates in future periods, we may need to adjust or establish a valuation allowance, which could materially impact our consolidated financial position and results of operations. The Company records liabilities related to uncertain tax positions in accordance with the guidance that clarifies the accounting for uncertainty in income taxes recognized in a Company’s financial statements. This guidance prescribes a minimum recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company includes accrued interest and penalties related to unrecognized tax benefits and income tax liabilities, when applicable, in income tax provision. Customer Advances 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 The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers . The key elements of ASC 606 are: 1) identifying a contract with the customer; 2) identifying the performance obligations in the contract; 3) determining the transaction price; 4) allocating the transaction price to the performance obligations in the contract; and 5) recognizing revenue when (or as) each performance obligation is satisfied. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Some of the Company’s contracts have multiple performance obligations, most commonly due to providing additional goods or services along with a system, such as installation, accessories, parts and services. 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 65 standalone basis. Alternatively, when not sold separately, the Company may determine standalone selling price using an expected cost plus a margin approach. The Company’s performance obligations are typically satisfied at a point in time, most commonly either on shipment, or customer acceptance. Certain performance obligations, such as maintenance contracts and extended warranty, are recognized over time based on the contractual obligation period. In addition, certain arrangements to provide more customized deliverables may be satisfied over time based on the extent of progress towards completion. For performance obligations recognized over time, revenue is measured by progress toward completion of the performance obligation that reflects the transfer of control. Typically, progress is measured using a cost-to-cost method based on cost incurred to date relative to total estimated costs upon completion as this best depicts the transfer of control to the customer. Application of the cost-to-cost method requires the Company to make reasonable estimates of the extent of progress toward completion and the total costs the Company expects to incur. Losses are recorded immediately when the Company estimates that contracts will ultimately result in a loss. Changes in the estimates could affect the timing of revenue recognition. The Company recognizes revenue from systems sales upon transfer of control in an amount that reflects the consideration it expects to receive. 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, the Company 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. For systems that require installation and where system revenue is recognized upon shipment, the standalone selling price of installation is deferred until customer acceptance. Revenue from accessories and parts is generally recognized based on shipment. 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. 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. 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 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. 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. Contract Assets and Liabilities 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 66 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. Contract assets are generally classified as current. Contract liabilities consist of customer advances, deferred revenue and billings in excess of revenue from contracts recognized on a cost-to-cost or cost-plus-fixed-fee basis. Contract liabilities are classified as current or long-term based on the timing of when the Company expects to recognize revenue. Contract assets and liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period. 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. Leases with a term greater than 12 months are recognized on the balance sheet as Right-of-use (“ROU”) assets with a corresponding lease liability. The Company has elected not to recognize on the consolidated balance sheets leases with an initial term of 12 months or less. Leases with an initial term of 12 months or less are directly expensed as incurred. Leases are classified as either operating or finance depending on the specific terms of the arrangement. The Company’s leases mainly consist of facilities, office equipment, and vehicles. The majority of leases are classified as operating. The remaining lease term ranges from 2025 to 2043, with some leases including an option to extend the lease for varying periods of time or to terminate prior to the end of the lease term. Certain lease agreements contain provisions for future rent increases. Lease payments included in the measurement of the lease liability comprise fixed payments, future rent increases tied to an index or rate, and the exercise price of a Company option to purchase the underlying asset if the Company is reasonably certain to exercise the option. Future rent increases dependent on an index or rate are initially measured at the index or rate at the commencement date. The Company’s leases typically do not contain residual value guarantees. At the commencement date, operating and finance lease liabilities, and their corresponding ROU assets, are recorded based on the present value of lease payments over the expected lease term. The lease term includes the non-cancelable period of the lease, plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. The interest rate implicit in lease contracts is typically not readily determinable, therefore an incremental borrowing rate is used to calculate the lease liability. The incremental borrowing rate is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Certain adjustments to the ROU asset may be required for items such as prepayments, lease incentives received, or initial direct costs paid. Research and Development The Company conducts research primarily to enhance system performance and improve the reliability of existing products, and to develop revolutionary new products and solutions. Research and development costs are expensed as incurred and include salaries, wages and other personnel related costs, material costs and depreciation, consulting costs and facility costs. Capitalized Software 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. Subsequent to the achievement of technological feasibility, amounts are capitalizable; however, to date such amounts have not been material. Advertising The Company expenses advertising costs as incurred. Advertising expenses were $ 27.8 million, $ 23.7 million and $ 19.3 million during the years ended December 31, 2024, 2023 and 2022, respectively. Stock-Based Compensation The Company recognizes stock-based compensation expense in the consolidated statements of income and comprehensive income based on the fair value of the share-based award at the grant date. The Company’s primary types of share-based compensation are stock options, restricted stock awards and restricted stock units. 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 and r estricted stock units are periodically awarded to executive officers and other 67 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. The determination of the fair value of stock-based payment awards using the Black-Scholes model is affected by our stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rates and expected dividends. Risk-free interest rates are based on the yield on zero-coupon U.S. Treasury securities for a period that is commensurate with the expected life assumption. Expected life is determined through a calculation based on historical experience. Expected volatility is based the Company’s historical volatility results. 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 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: 2024 2023 2022 Risk-free interest rates 3.82 % 4.28 % 3.03 % Expected life 4.5 years 4.5 years 4.4 years Volatility 38 % 37 % 36 % Expected dividend yield 0.32 % 0.30 % 0.32 % Weighted-average fair value per share $ 21.31 $ 23.02 $ 19.68 Stock-based compensation for restricted stock awards and restricted stock units is expensed ratably over the vesting period based on the grant date fair value. Earnings Per Share 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 on a weighted average basis. 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. 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. Revenues and expenses of foreign subsidiaries are translated at the average exchange rates in effect during the year. Adjustments resulting from financial statement translations are included as a separate component of shareholders’ equity. Gains and losses resulting from translation of foreign currency monetary transactions are reported in interest and other income (expense), net in the consolidated statements of income and comprehensive income for all periods presented. The Company has certain intercompany foreign currency transactions that are deemed to be of a long-term investment nature. Exchange adjustments related to those transactions are made directly to a separate component of shareholders’ equity. 68 Equity-method investments The Company accounts for investments in common stock under the equity method if the Company has the ability to exercise significant influence, but not control, over an investee. Investments in equity-method investees are included within “Other long-term assets” in the consolidated balance sheets. The Company ’ s proportional share of the earnings or losses as reported by equity-method investees are classified as “Equity in income of unconsolidated investees, net of tax” in the consolidated statements of income and comprehensive income. The Company records investments, including incremental investments, of common shares in equity-method investees at cost. In the event the Company no longer has the ability to exercise significant influence over an equity-method investee, the Company would discontinue accounting for the investment under the equity method. The Company regularly evaluates these investments, which are not carried at fair value, for other-than-temporary impairment and records any impairment charge in earnings when the decline in value below the carrying amount of its equity method investment is determined to be other-than-temporary. Minority investments When the Company does not have control or the ability to exercise significant influence over an investee, it accounts for its minority investments in equity interests without a readily determinable fair value using the measurement alternative. The equity interest is initially recorded at cost, less impairment. The carrying amount is subsequently remeasured to its fair value when observable price changes occur or it is impaired. Any adjustments to the carrying amount are recorded in earnings. 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 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. Supply shortages and longer lead teams for components used in the Company's products, including limited source components, has resulted and may continue to cause disruptions to the Company’s production activities, which has had and may continue to have an adverse effect on the Company’s financial condition or result of operations. 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 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 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. 69 3. 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 , 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. 2023-07, Segment Reporting (Topic 280): 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. 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. This guidance is effective for annual reporting periods beginning after December 15, 2023, and interim periods after December 15, 2024. The Company adopted ASU 2023-07 and applied the guidance retrospectively to all periods presented in the consolidated financial statements. 70 4. Acquisitions 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 ELITechGroup Chemspeed Technologies AG Other Total Consideration Transferred: Cash paid $ 392.6 $ 951.9 $ 175.4 $ 128.9 $ 1,648.8 Cash acquired ( 0.5 ) ( 43.4 ) ( 0.6 ) ( 8.1 ) ( 52.6 ) Fair value of contingent consideration — — — 13.4 13.4 Working capital and other closing adjustments — 22.7 — 3.5 26.2 Total consideration transferred, net of cash acquired $ 392.1 $ 931.2 $ 174.8 $ 137.7 $ 1,635.8 Allocation of Consideration Transferred: Accounts receivable $ 16.8 $ 30.6 $ 7.0 $ 3.9 $ 58.3 Inventories 38.5 31.6 46.6 31.2 147.9 Other current assets 8.9 15.7 1.4 3.1 29.1 Property, plant and equipment 31.0 36.2 1.8 1.4 70.4 Other assets 23.1 41.3 17.3 9.7 91.4 Intangible assets: Technology 53.0 193.3 27.9 42.6 316.8 Customer relationships 39.0 236.3 51.5 8.5 335.3 Backlog — 0.5 9.4 4.9 14.8 Trade name 14.0 12.3 4.8 3.1 34.2 Goodwill 253.8 501.1 127.8 75.6 958.3 Deferred taxes (net) 4.8 ( 100.8 ) ( 14.0 ) ( 3.2 ) ( 113.2 ) Liabilities assumed ( 90.8 ) ( 66.9 ) ( 106.7 ) ( 43.1 ) ( 307.5 ) Total consideration allocated $ 392.1 $ 931.2 $ 174.8 $ 137.7 $ 1,635.8 71 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 ELITechGroup Chemspeed Technologies AG Acquisition date May 6, 2024 April 30, 2024 March 6, 2024 Bruker segment BSI NANO BSI CALID BSI BBIO 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. Location Washington, U.S.A. Various - Primarily Torino, Italy and Washington and Utah, U.S.A. Füllinsdorf, Switzerland Acquired interest 100 % 100 % 100 % 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 ELITechGroup Chemspeed Technologies AG (a) Intangible Asset — Technology 12 years 4 to 14 years 7 years Intangible Asset — Tradenames 12 years 6 years 10 years Intangible Asset — Customer relationships 15 years 5 to 15 years 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 72 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 Segment Total Consideration, net of Cash Acquired Cash Consideration Nion, LLC January 2, 2024 BSI NANO $ 42.9 $ 37.4 Spectral Instruments Imaging LLC February 1, 2024 BSI BBIO 28.8 29.0 Other (In aggregate) Various Various 66.0 62.5 $ 137.7 $ 128.9 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 Nion, 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. Location Arizona, U.S.A. Washington, U.S.A. Acquired interest 100 % 100 % 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 6 years 7 years Intangible Asset — Tradenames not applicable 7 years Intangible Asset — Customer relationships 14 years 15 years (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 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 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 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 73 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 Other Total Consideration Transferred: Cash paid $ 121.2 (a) $ 73.6 (b) $ 47.8 $ 242.6 Cash acquired ( 11.8 ) ( 9.5 ) ( 1.6 ) ( 22.9 ) Holdback — 0.2 1.0 1.2 Fair value of hybrid financial instruments – founders — — 36.1 36.1 Fair value of redeemable noncontrolling interest – other shareholders — 2.5 10.1 12.6 Fair value of contingent consideration — — 2.9 2.9 Total consideration transferred $ 109.4 $ 66.8 $ 96.3 $ 272.5 Allocation of Consideration Transferred: Accounts receivable $ 5.6 $ 3.6 $ 1.9 $ 11.1 Inventories 42.1 0.4 2.5 45.0 Other current assets 7.6 0.9 2.1 10.6 Property, plant and equipment 33.5 8.0 0.6 42.1 Deferred tax assets 182.7 — — 182.7 Other assets 24.3 4.3 4.3 32.9 Intangible assets: Technology 24.0 10.2 27.6 61.8 Customer relationships 8.0 13.8 7.5 29.3 Trade name — 2.7 2.7 5.4 Backlog — 0.8 0.2 1.0 Goodwill — 47.5 66.7 114.2 Liabilities assumed ( 74.3 ) ( 25.4 ) (b) ( 19.8 ) ( 119.5 ) Total consideration allocated $ 253.5 $ 66.8 $ 96.3 $ 416.6 Bargain purchase gain $ 144.1 — — $ 144.1 (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. 74 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. (a) Acquisition date October 2, 2023 Bruker segment BSI NANO Activity of acquired business 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. The acquisition complements the Company's cellular and sub-cellular analysis tools including our high-performance spatial biology platform. Location California, U.S.A. Acquired interest 100 % Business/technology acquired Outstanding stock of PhenomeX Inc. (“PhenomeX”) (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 12 years Intangible Asset — Customer relationships 15 years 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 for the year ended December 31, 2023. 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. 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. 75 The table below summarizes information on the Company’s certain other acquisitions in 2023: Biognosys, AG Acquisition date January 3, 2023 Bruker segment BSI CALID 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. Location Zurich, CH Acquired interest 97.15 % 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. The option price to acquire the remaining 2.85 % equity interest will have a minimum redemption, or floor, value at each purchase or sell date, subject to post combination employment. 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 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 7 years Intangible Asset — Tradenames indefinite Intangible Asset — Customer relationships 9 years 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 Segment Total Consideration, net of Cash Acquired Cash Consideration Zontal Inc. May 4, 2023 BSI BioSpin $ 33.5 $ 14.8 Other (In aggregate) Various Various 62.8 33.0 $ 96.3 $ 47.8 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): Year ended December 31, 2024 Year ended December 31, 2023 Before Adjustments Pro forma Adjustments After Adjustments Before Adjustments Pro forma Adjustments After Adjustments Revenue $ 3,426.0 $ — $ 3,426.0 $ 3,318.5 $ — $ 3,318.5 Net income (loss) $ 115.3 $ ( 15.7 ) $ 99.6 $ 168.4 $ ( 88.3 ) $ 80.1 76 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. 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. The pro forma adjustments that impact net income (loss) include the following (in millions): Year ended December 31, 2024 2024 2023 Net (increase) in amortization and depreciation expense associated with tangible and intangible assets $ ( 2.4 ) $ ( 48.3 ) Net (increase) in interest expense ( 13.3 ) ( 40.0 ) Total pro forma adjustments - net income (loss) $ ( 15.7 ) $ ( 88.3 ) 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. 5. Minority and Equity-method Investments 2024 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): Name Financial Statement Classification Date Acquired Total Consideration Cash Consideration NovAliX Other long-term assets July 31, 2024 $ 50.1 $ 34.1 Other minority investments Other long-term assets Various 14.2 14.2 $ 64.3 $ 48.3 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. 77 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. 2023 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): Name Financial Statement Classification Date Acquired Total Consideration Cash Consideration Other Investments Other long-term assets Various $ 24.8 $ 24.8 $ 24.8 $ 24.8 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. 78 6. Goodwill and Intangible Assets Goodwill The following table sets forth the changes in the carrying amount of goodwill by segment (in millions): BSI BioSpin BSI CALID BSI NANO BEST Total Balance at December 31, 2021 $ 42.4 $ 57.9 $ 238.9 $ 0.3 $ 339.5 Current period additions 18.6 55.3 58.0 — 131.9 Foreign currency impact ( 3.2 ) ( 5.8 ) ( 4.8 ) — ( 13.8 ) Balance at December 31, 2022 57.8 107.4 292.1 0.3 457.6 Current period additions 25.8 83.8 4.5 — 114.1 Current period adjustments — — ( 5.0 ) — ( 5.0 ) Foreign currency impact 2.9 10.3 2.7 — 15.9 Balance at December 31, 2023 86.5 201.5 294.3 0.3 582.6 Current period additions 141.3 536.0 281.0 — 958.3 Foreign currency impact ( 6.6 ) ( 21.5 ) ( 5.5 ) — ( 33.6 ) Balance at December 31, 2024 $ 221.2 $ 716.0 $ 569.8 $ 0.3 $ 1,507.3 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): 2024 2023 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Existing technology and related patents (a) $ 724.5 $ ( 291.3 ) $ 433.2 $ 428.3 $ ( 250.4 ) $ 177.9 Customer relationships 550.6 ( 125.6 ) 425.0 227.4 ( 93.5 ) 133.9 Trade names (b) 60.9 ( 16.1 ) 44.8 28.4 ( 10.1 ) 18.3 Other 16.5 ( 7.0 ) 9.5 2.2 ( 1.8 ) 0.4 Intangible assets $ 1,352.5 $ ( 440.0 ) $ 912.5 $ 686.3 $ ( 355.8 ) $ 330.5 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. 79 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): 2025 $ 111.8 2026 106.8 2027 98.9 2028 93.9 2029 88.1 Thereafter 407.5 Total $ 907.0 7. Revenue The following table presents the Company’s revenue by End Customer Geography for the years ended December 31 (in millions): 2024 2023 2022 United States $ 938.5 $ 777.7 $ 696.1 Germany 310.7 281.5 247.4 Rest of Europe 873.0 699.7 591.9 China 471.2 528.1 396.5 Rest of Asia Pacific 518.5 460.9 408.4 Other 254.5 216.6 190.4 Total revenue $ 3,366.4 $ 2,964.5 $ 2,530.7 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): 2024 2023 2022 Revenue recognized at a point in time $ 2,894.9 $ 2,575.3 $ 2,204.7 Revenue recognized over time 471.5 389.2 326.0 Total revenue $ 3,366.4 $ 2,964.5 $ 2,530.7 For the years ended December 31 (in millions) the following balances were associated with revenue: 2024 2023 Contract assets $ 105.2 $ 85.8 Contract liabilities (a) 538.2 491.4 Remaining performance obligations (b) $ 2,090.4 $ 2,226.7 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. 80 8. 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 BSI BioSpin BSI CALID BSI NANO BEST Total Segment revenue from external customers $ 905.7 $ 1,093.5 $ 1,098.3 $ 268.9 $ 3,366.4 Intersegment revenue — — — 14.1 14.1 Total segment revenue $ 905.7 $ 1,093.5 $ 1,098.3 $ 283.0 $ 3,380.5 Segment expenses: Cost of revenue $ 437.7 $ 465.4 $ 518.9 $ 222.5 $ 1,644.5 Selling, general and administrative 158.9 270.2 290.8 21.5 741.4 Research and development 92.5 111.7 164.7 3.9 372.8 Segment Operating income $ 216.6 $ 246.2 $ 123.9 $ 35.1 $ 621.8 Reconciliation of Total operating income: Corporate, elimination and other (a) 103.8 Unallocated expenses (b) 264.9 Total consolidated operating income $ 253.1 Interest and other income (expense), net ( 46.2 ) Income before income taxes, equity in income (losses) of unconsolidated investees, net of tax, and noncontrolling interests in consolidated subsidiaries $ 206.9 81 Year Ended December 31, 2023 BSI BioSpin BSI CALID BSI NANO BEST Total Revenue $ 798.5 $ 960.4 $ 941.9 $ 263.7 $ 2,964.5 Intersegment revenue — — — 17.0 17.0 Total segment revenue $ 798.5 $ 960.4 $ 941.9 $ 280.7 $ 2,981.5 Segment expenses: Cost of revenue $ 374.8 $ 393.2 $ 438.2 $ 225.9 $ 1,432.1 Selling, general and administrative 134.7 238.7 228.0 19.3 620.7 Research and development 77.8 96.4 117.3 3.0 294.5 Segment Operating income $ 211.2 $ 232.1 $ 158.4 $ 32.5 $ 634.2 Reconciliation of Total operating income: Corporate, elimination and other (a) $ 87.9 Unallocated expenses (b) 109.4 Total consolidated operating income $ 436.9 Interest and other income (expense), net 107.3 Income before income taxes, equity in income (losses) of unconsolidated investees, net of tax, and noncontrolling interests in consolidated subsidiaries $ 544.2 Year Ended December 31, 2022 BSI BioSpin BSI CALID BSI NANO BEST Total Revenue $ 696.7 $ 822.2 $ 787.0 $ 224.8 $ 2,530.7 Intersegment revenue — — — 12.3 12.3 Total segment revenue $ 696.7 $ 822.2 $ 787.0 $ 237.1 $ 2,543.0 Segment expenses: Cost of revenue $ 320.6 $ 330.8 $ 373.2 $ 186.2 $ 1,210.8 Selling, general and administrative 121.0 200.0 185.2 18.0 524.2 Research and development 67.4 75.0 90.5 2.5 235.4 Segment Operating income $ 187.7 $ 216.4 $ 138.1 $ 30.4 $ 572.6 Reconciliation of Total operating income: Corporate, elimination and other (a) $ 67.0 Unallocated costs (b) 72.9 Total consolidated operating income $ 432.7 Interest and other income (expense), net $ ( 18.8 ) Income before income taxes, equity in income (losses) of unconsolidated investees, net of tax, and noncontrolling interests in consolidated subsidiaries $ 413.9 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 82 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): 2024 2023 BSI BioSpin, BSI CALID, BSI NANO & Corporate $ 5,648.4 $ 4,110.6 BEST 199.8 186.0 Eliminations and other (a) ( 41.5 ) ( 46.7 ) Total assets $ 5,806.7 $ 4,249.9 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): 2024 2023 2022 Germany $ 370.0 $ 350.2 $ 309.6 United States 188.0 124.9 58.8 Switzerland 134.1 127.0 98.5 Rest of Europe 91.8 57.4 42.5 Asia Pacific 22.2 22.1 22.1 Other 8.7 9.8 6.7 Total long-lived assets $ 814.8 $ 691.4 $ 538.2 Total capital expenditures and depreciation and amortization by segment are presented below for the years ended December 31, (in millions): 2024 2023 2022 Capital Expenditures: BSI BioSpin $ 22.8 $ 23.9 $ 14.5 BSI CALID 34.1 31.4 33.9 BSI NANO 19.3 13.9 20.2 Corporate 14.8 10.2 9.1 BEST 24.3 27.5 51.5 Total capital expenditures $ 115.3 $ 106.9 $ 129.2 Depreciation and Amortization: BSI BioSpin $ 41.0 $ 25.7 $ 22.6 BSI CALID 67.0 29.3 20.7 BSI NANO 61.7 48.0 35.6 Corporate 5.7 4.7 3.9 BEST 8.4 7.2 6.0 Total depreciation and amortization $ 183.8 $ 114.9 $ 88.8 83 9. 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): 2024 2023 2022 Net income attributable to Bruker Corporation $ 113.1 $ 427.2 $ 296.6 Weighted average common shares outstanding: Weighted average common shares outstanding - basic 149.0 146.4 148.6 Effect of dilutive securities: Stock options, restricted stock awards, restricted stock units and ESPP 0.5 0.8 0.8 Weighted average common shares outstanding - diluted 149.5 147.2 149.4 Net income per common share attributable to Bruker Corporation shareholders: Basic $ 0.76 $ 2.92 $ 2.00 Diluted $ 0.76 $ 2.90 $ 1.99 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): 2024 2023 2022 Stock options and ESPP purchase rights 0.3 0.2 0.1 10. 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): 2024 2023 Current liabilities $ ( 2.5 ) $ ( 2.1 ) Non-current liabilities ( 103.0 ) ( 76.6 ) Net benefit obligation $ ( 105.5 ) $ ( 78.7 ) 84 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): 2024 2023 Change in benefit obligation: Benefit obligation at beginning of year $ 256.1 $ 197.8 Service cost 7.1 5.5 Interest cost 4.4 5.2 Plan participant contributions 7.5 6.4 Plan amendments 12.6 ( 2.4 ) Plan settlements ( 1.3 ) — Benefits paid ( 5.0 ) ( 6.8 ) Actuarial gain 11.6 27.5 Premiums paid ( 2.5 ) ( 2.3 ) Plan combinations / acquisitions 24.1 6.1 Impact of foreign currency exchange rates ( 20.0 ) 19.1 Benefit obligation at end of year 294.6 256.1 Change in plan assets: Fair value of plan assets at beginning of year $ 177.4 $ 150.3 Return on plan assets 2.6 1.5 Plan participant and employer contributions 17.3 14.4 Benefits paid ( 5.0 ) ( 6.8 ) Plan settlements ( 1.3 ) — Premiums paid ( 2.5 ) ( 2.3 ) Plan combinations / acquisitions 14.4 4.8 Impact of foreign currency exchange rates ( 13.8 ) 15.5 Fair value of plan assets at end of year 189.1 177.4 Net under-funded status $ ( 105.5 ) $ ( 78.7 ) 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): 2024 2023 2022 Reconciliation of amounts recognized in the consolidated balance sheets: Prior service cost $ 0.2 $ 14.6 $ 12.0 Net actuarial gain (loss) ( 38.9 ) ( 27.4 ) 4.2 Accumulated other comprehensive gain (loss) ( 38.7 ) ( 12.8 ) 16.2 Accumulated contributions in excess of net periodic benefit cost ( 66.8 ) ( 65.9 ) ( 63.7 ) Net amount recognized $ ( 105.5 ) $ ( 78.7 ) $ ( 47.5 ) 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. 85 The components of net periodic benefit costs included in the accompanying consolidated statements of income were as follows (in millions): 2024 2023 2022 Components of net periodic benefit costs: Service cost $ 7.1 $ 5.5 $ 6.5 Interest cost 4.4 5.2 1.0 Expected return on plan assets ( 5.2 ) ( 4.4 ) ( 1.7 ) Settlement (gain) recognized — — ( 0.3 ) Amortization of prior service (credit) ( 0.8 ) ( 0.8 ) ( 0.2 ) Amortization of actuarial losses 0.3 0.1 2.2 Net periodic benefit costs $ 5.8 $ 5.6 $ 7.5 The assumptions used to determine the net periodic benefit costs and the projected benefit obligations are as follows: 2024 Japan France Switzerland Germany Italy Annual discount rate—defined benefit obligation 1.4 % 3.3 % 1.0 % 3.1 % 3.4 % Annual discount rate—defined benefit cost 1.1 % 3.2 % 1.4 % 3.6 % 3.6 % Expected return on plan assets — % 3.0 % 2.8 % — % — % Expected rate of compensation increase 3.0 % 3.0 % 2.0 % 2.6 % 3.0 % 2023 Japan France Switzerland Germany Italy Annual discount rate—defined benefit obligation 1.1 % 3.2 % 1.4 % 3.6 % n/a Annual discount rate—defined benefit cost 0.9 % 3.8 % 2.4 % 3.9 % n/a Expected return on plan assets — % 3.0 % 2.7 % — % n/a Expected rate of compensation increase 3.0 % 3.0 % 2.2 % 2.6 % n/a 2022 Japan France Switzerland Germany Italy Annual discount rate—defined benefit obligation 0.9 % 3.8 % 2.4 % 3.9 % n/a Annual discount rate—defined benefit cost 0.4 % 1.0 % 0.4 % 0.8 % n/a Expected return on plan assets — % 3.0 % 1.2 % — % n/a Expected rate of compensation increase 3.0 % 3.0 % 2.3 % 2.6 % n/a 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. 86 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 Total Quoted Prices in Active Markets Available (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Plan Assets: Swiss Pension Plan assets (a) $ 189.1 $ — $ — $ 189.1 Total plan assets $ 189.1 $ — $ — $ 189.1 December 31, 2023 Total Quoted Prices in Active Markets Available (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Plan Assets: Swiss Pension Plan assets (a) $ 177.4 $ — $ — $ 177.4 Total plan assets $ 177.4 $ — $ — $ 177.4 (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): 2025 $ 12.9 2026 11.7 2027 13.5 2028 15.8 2029 16.3 2030-2034 $ 83.5 87 11. Other Charges, Net The components of Other charges, net, were as follows (in millions): 2024 2023 2022 Acquisition-related expenses, net (a) $ 54.9 $ 16.8 $ 19.3 Acquisition-related litigation charges 44.9 — — Information technology transformation costs (b) 7.2 5.0 3.0 Restructuring 13.1 18.8 3.9 Long -lived asset impairments 2.2 5.7 0.3 Other 3.8 5.9 3.2 Other charges, net $ 126.1 $ 52.2 $ 29.7 (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. 12. 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): 2024 2023 2022 Cost of revenues: BSI BioSpin $ 1.0 $ — $ 0.7 BSI CALID 1.0 1.5 0.3 BSI NANO 9.6 2.0 ( 0.1 ) Total Cost of revenues $ 11.6 $ 3.5 $ 0.9 Other charges, net : BSI BioSpin $ 1.6 $ 1.7 $ 1.3 BSI CALID 2.2 1.9 0.3 BSI NANO 8.8 14.4 0.2 Corporate 0.5 0.8 2.1 Total Other charges, net 13.1 18.8 3.9 Total $ 24.7 $ 22.3 $ 4.8 88 The following table sets forth the changes in the restructuring reserves (in millions): Total Severance Exit Costs Provisions for Excess Inventory Balance at December 31, 2021 $ 6.4 $ 3.5 $ 0.3 $ 2.6 Restructuring charges 4.8 2.4 2.3 0.1 Cash payments ( 7.8 ) ( 5.4 ) ( 2.4 ) — Non-cash adjustments ( 1.4 ) — — ( 1.4 ) Foreign currency impact ( 0.2 ) ( 0.1 ) — ( 0.1 ) Balance at December 31, 2022 $ 1.8 $ 0.4 $ 0.2 $ 1.2 Restructuring charges 22.3 20.5 0.8 1.0 Cash payments ( 13.1 ) ( 12.3 ) ( 0.8 ) — Non-cash adjustments ( 1.6 ) — — ( 1.6 ) Acquired 3.6 0.9 2.7 — Foreign currency impact 0.1 0.1 — — Balance at December 31, 2023 $ 13.1 $ 9.6 $ 2.9 $ 0.6 Restructuring charges 24.7 13.1 6.1 5.5 Cash payments ( 24.2 ) ( 17.8 ) ( 6.4 ) — Non-cash adjustments ( 5.6 ) — — ( 5.6 ) Foreign currency impact ( 0.3 ) ( 0.3 ) 0.0 — Balance at December 31, 2024 $ 7.7 $ 4.6 $ 2.6 $ 0.5 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. Other: 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. 89 13. Interest and Other Income (Expense), Net The components of interest and other income (expense), net, were as follows (in millions): 2024 2023 2022 Interest income $ 9.3 $ 7.5 $ 2.8 Interest expense ( 47.9 ) ( 16.4 ) ( 16.1 ) Impairment of minority investments ( 24.6 ) ( 18.2 ) — Exchange gains (losses) on foreign currency transactions, net 23.7 ( 13.3 ) ( 5.8 ) Defined benefit pension components, excluding service cost 1.3 ( 0.1 ) ( 1.0 ) Other income (expense) — 3.7 1.3 Interest and other income (expense), net $ ( 38.2 ) $ ( 36.8 ) $ ( 18.8 ) 14. Income Taxes The domestic and foreign components of income (loss) before income taxes for the years ended December 31 (in millions): 2024 2023 2022 Domestic $ ( 250.2 ) $ 0.7 $ ( 13.3 ) Foreign 457.1 543.5 427.2 Total income before provision for income taxes $ 206.9 $ 544.2 $ 413.9 The components of the income tax provision for the years ended December 31 (in millions): 2024 2023 2022 Current income tax expense (benefit): Federal $ 7.3 $ 2.3 $ ( 10.4 ) State 3.7 2.4 2.5 Foreign 144.2 138.7 135.3 Total current income tax expense 155.2 143.4 127.4 Deferred income tax (benefit) expense : Federal ( 45.2 ) ( 18.1 ) ( 3.1 ) State ( 4.3 ) ( 4.8 ) ( 1.7 ) Foreign ( 14.3 ) ( 2.8 ) ( 6.2 ) Total deferred income tax benefit ( 63.8 ) ( 25.7 ) ( 11.0 ) Income tax provision $ 91.4 $ 117.7 $ 116.4 90 The income tax provision differs from the tax provision computed at the U.S. federal statutory rate due to the following significant components: 2024 2023 2022 Statutory tax rate 21.0 % 21.0 % 21.0 % Foreign tax rate differential 6.6 % 3.5 % 5.2 % Permanent differences 3.3 % 2.1 % 1.1 % Contingent liability 4.8 % — — U.S. tax on foreign earnings 5.4 % 1.0 % ( 0.1 )% Stock compensation ( 0.6 )% ( 0.3 )% ( 0.6 )% Tax contingencies 2.2 % — 3.3 % Change in tax rates ( 1.0 )% 0.1 % 0.1 % Repatriation of foreign earnings 1.7 % 1.0 % 0.2 % State income taxes, net of federal benefits ( 1.0 )% ( 0.6 )% 0.2 % Research and development credits ( 8.6 )% ( 2.0 )% ( 2.1 )% Tax impact on bargain purchase gain 0.8 % ( 5.6 )% — Return to provision adjustments 3.1 % 0.3 % ( 0.5 )% Withholding taxes and other taxes 3.2 % — 0.3 % Other 1.1 % ( 0.2 )% 0.1 % Change in valuation allowance 2.2 % 1.3 % ( 0.1 )% Effective tax rate 44.2 % 21.6 % 28.1 % The tax effect of temporary items that give rise to significant portions of the deferred tax assets and liabilities are as follows (in millions): 2024 2023 Deferred tax assets: Accrued expenses $ 9.8 $ 5.8 Compensation 32.7 20.5 Section 174 capitalization 68.2 50.5 Disallowed interest carryforwards 56.7 20.7 Net operating loss carryforwards 200.8 180.5 Foreign tax and other tax credit carryforwards 24.3 16.7 Unrealized currency gain/loss 24.4 18.6 Inventory 3.3 5.5 Hedge unrealized FX gain/loss 1.5 22.5 Lease liabilities 35.6 22.8 Other 10.4 7.5 Gross deferred tax assets 467.7 371.6 Less valuation allowance ( 60.4 ) ( 13.8 ) Total deferred tax assets 407.3 357.8 Deferred tax liabilities: Accounts payable — 6.6 Deferred revenue 0.7 2.6 Fixed assets 16.4 17.2 Foreign patent reserves 0.8 1.8 Intangibles 172.1 64.1 Accrued expenses 4.5 3.1 Accrued withholding tax 9.6 10.2 Right-of-use asset 35.5 21.5 Other — 1.1 Total deferred tax liabilities 239.6 128.2 Net deferred tax assets $ 167.7 $ 229.6 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 91 period. 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. A valuation allowance is established when necessary to reduce deferred tax assets to the expected realizable amounts. The Company can only recognize a deferred tax asset to the extent this it is “more likely than not” that these assets will be realized. Judgments around realizability depend on the availability and weight of both positive and negative evidence. Changes in the valuation allowance for deferred tax assets were as follows (in millions): Balance at December 31, 2021 $ 7.1 Decreases recorded for valuation allowance release ( 0.5 ) Balance at December 31, 2022 6.6 Increases recorded as an expense to income tax provision 7.2 Balance at December 31, 2023 13.8 Increases recorded as an expense to income tax provision 3.8 Increases recorded through purchase accounting 42.8 Balance at December 31, 2024 $ 60.4 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. federal net operating loss carryforwards, of which $ 33.8 million begin to expire at various dates beginning in 2033 and the remainder $ 559.7 million will be carried forward indefinitely. The Tax Cuts and Jobs Act (TCJA) enacted on December 22, 2017, limits a taxpayer’s ability to utilize NOL deduction in a year to 80% taxable income for federal NOL arising in tax years beginning after 2017. The Company has approximately $ 184.6 million of state net operating loss carryforwards available to reduce state taxable income that are expected to expire at various times beginning in 2025. The Company also has approximately $ 107.3 million of German Trade Tax and Corporate Income Tax net operating losses that are carried forward indefinitely. Additionally, the Company has $ 122.8 million of other foreign net operating losses that are expected to expire at various times in the future. The Company has U.S. federal foreign tax credit carried forwards in the amount of $ 3.1 million. The Company also has U.S. federal and state research and development tax credit of $ 7.7 million and $ 11.2 million respectively. Utilization of these credits and net operating losses may be subject to annual limitations due to the ownership percentage change limitations provided by the Code Section 382 and similar state provisions. 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. 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. At December 31, 2024 the Company recorded state income and foreign withholding taxes on the cash and liquid assets portion of the unremitted earnings and profits (E&P) of foreign subsidiaries expected to be repatriated from its foreign subsidiaries to the United States, except for amounts from certain subsidiaries, which the Company has asserted to be indefinitely reinvested. Specifically, the Company asserts that a total of $ 4.1 billion of unremitted foreign earnings is indefinitely reinvested. This figure is comprised of $ 2.3 billion in unremitted earnings as well as $ 1.8 billion of non-cash E&P in all jurisdictions not indefinitely reinvested. If this E&P is ultimately distributed to the United States in the form of dividends the Company would likely be subject to additional withholding tax. The Company estimates the amount of unrecognized deferred withholding taxes on the undistributed E&P to be approximately $ 104.2 million at December 31, 2024. 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 92 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 $ 51.4 Gross decreases—tax positions in prior periods ( 8.2 ) Gross increases—current period tax positions 11.7 Gross unrecognized tax benefits at December 31, 2022 54.9 Gross decreases—tax positions in prior periods ( 3.8 ) Gross increases—current period tax positions 7.4 Gross unrecognized tax benefits at December 31, 2023 58.5 Gross decreases—tax positions in prior periods ( 1.8 ) Gross increases—current period tax positions 7.0 Gross unrecognized tax benefits at December 31, 2024 $ 63.7 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, 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. The Company considers Germany, the United States and Switzerland to be its significant tax jurisdictions. The majority of the Company’s earnings are derived in Germany and Switzerland. Accounting for the various federal and local taxing authorities, the statutory rates for 2024 were approximately 30.0 % and 20.0 % for Germany and Switzerland, respectively. The mix of earnings in those two jurisdictions resulted in an increase of 9.4 % from the U.S. statutory rate of 21 % in 2024. 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 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 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. 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. 93 15. 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 $ 4.2 Additions 1.9 Deductions ( 0.8 ) Balance at December 31, 2022 5.3 Additions 1.3 Deductions ( 2.0 ) Balance at December 31, 2023 4.6 Additions 3.9 Deductions ( 2.2 ) Foreign currency impact 0.2 Balance at December 31, 2024 $ 6.5 16. Inventories Inventories consisted of the following (in millions): 2024 2023 Raw materials $ 388.7 $ 371.2 Work-in-process 348.9 314.9 Finished goods 228.5 183.9 Demonstration units 101.7 98.3 Total Inventories $ 1,067.8 $ 968.3 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. 17. Other Current and Long-term Assets Other current assets consisted of the following (in millions): December 31, 2024 December 31, 2023 Unbilled receivables $ 93.6 $ 82.6 Income and other taxes receivable (note 14) 34.5 45.9 Prepaid expenses 35.1 26.7 Deposits with vendors 26.1 28.8 Interest rate cross-currency swap agreements (note 23) 10.7 12.0 Lease receivable 7.6 1.2 Other assets 28.9 18.4 Other current assets $ 236.5 $ 215.6 94 Other long-term assets consisted of the following (in millions): December 31, 2024 December 31, 2023 Minority and equity method investments (note 5) $ 113.6 $ 81.0 Income and other taxes receivable (note 14) 82.5 77.2 Interest rate cross-currency swap agreements (note 23) 11.1 8.3 Lease receivable 4.3 1.9 Other assets 21.2 15.6 Other long-term assets $ 232.7 $ 184.0 18. Property, Plant and Equipment, Net The following is a summary of property, plant and equipment, net by major asset class (in millions): 2024 2023 Land $ 47.5 $ 38.9 Building and leasehold improvements 540.7 498.1 Machinery, equipment, software and furniture and fixtures 640.1 586.9 1,228.3 1,123.9 Less accumulated depreciation and amortization ( 559.0 ) ( 524.2 ) Property, plant and equipment, net $ 669.3 $ 599.7 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. 95 19. Leases 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 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): 2024 2023 2022 Amortization of right-of-use assets $ 4.6 $ 4.1 $ 3.3 Interest on lease liabilities 0.9 1.0 0.6 Total finance lease cost 5.5 5.1 3.9 Operating lease cost 45.4 31.4 20.4 Short term lease cost 5.7 4.4 5.6 Variable lease cost 8.1 6.2 5.0 Impairment expense 1.3 3.2 — Sublease income ( 2.3 ) ( 2.0 ) ( 1.7 ) Total lease cost $ 63.7 $ 48.3 $ 33.2 Supplemental balance sheet information related to leases was as follows (in millions of dollars unless otherwise noted): December 31, 2024 2023 Operating leases Operating lease assets $ 145.5 $ 91.7 Other current liabilities 32.1 23.3 Operating lease liability - long term 118.9 74.8 Weighted average remaining lease term 6.9 years 5.5 years Weighted average discount rate 5.7 % 5.3 % Finance leases Property, plant and equipment, net $ 18.8 $ 21.9 Current portion of long-term debt 4.6 5.1 Long-term debt 12.9 15.8 Weighted average remaining lease term 6.9 years 7.4 years Weighted average discount rate 4.7 % 4.6 % Supplemental cash flow information related to leases was as follows (in millions): 2024 2023 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ 0.9 $ 0.9 $ 0.6 Operating cash flows from operating leases 36.7 24.0 20.1 Financing cash flows from finance leases 5.5 5.0 3.3 Right-of-use assets obtained in exchange for lease liabilities Operating leases $ 94.7 $ 73.5 $ 22.8 Finance leases 3.8 11.3 13.6 96 Future lease payments under operating leases and finance leases as follows (in millions): Operating Leases Finance Leases Twelve months ended December 31: 2025 $ 39.2 $ 5.3 2026 30.8 3.9 2027 24.4 2.2 2028 19.8 1.4 2029 15.9 1.0 Thereafter 58.1 6.0 Total undiscounted lease payments 188.2 19.8 Less: imputed interest ( 37.2 ) ( 2.3 ) Total lease liabilities $ 151.0 $ 17.5 20. Other Current and Long-term Liabilities The following is a summary of other current liabilities (in millions): 2024 2023 Accrued compensation $ 187.8 $ 166.5 Income taxes payable (note 14) 119.6 138.7 Accrued warranty 32.6 30.0 Other taxes payable (note 14) 22.9 18.7 Distributor commissions 6.3 8.4 Operating lease liabilities (note 19) 32.1 23.3 Legal and professional fees 20.2 17.1 Hybrid instruments liability (note 25) — 14.1 Acquisition-related litigation costs ( note 26 ) 86.0 4.3 Accrued interest 10.0 4.3 Other accrued expenses 59.0 52.8 Other current liabilities $ 576.5 $ 478.2 The following table sets forth the changes in accrued warranty (in millions): Balance at December 31, 2021 $ 23.8 Accruals for warranties issued during the year 12.9 Settlements of warranty claims ( 10.9 ) Foreign currency impact ( 1.1 ) Balance at December 31, 2022 24.7 Accruals for warranties issued during the year 16.8 Settlements of warranty claims ( 12.4 ) Foreign currency impact 0.9 Balance at December 31, 2023 30.0 Accruals for warranties issued during the year 20.4 Settlements of warranty claims ( 16.0 ) Foreign currency impact ( 1.8 ) Balance at December 31, 2024 $ 32.6 97 The following is a summary of other long-term liabilities (in millions): 2024 2023 Income and other taxes payable ( note 14 ) $ 73.9 $ 64.4 Hybrid instruments liability (note 25) 78.1 56.5 Accrued Pension ( note 10 ) 103.0 76.6 Other 56.0 42.7 Other long-term liabilities $ 311.0 $ 240.2 21. Debt The Company’s debt obligations consist of the following (in millions): 2024 2023 2024 term loan agreements: CHF loan due 2027 $ 162.1 $ — CHF loan due 2029 162.1 — CHF loan due 2031 (b) 165.2 — 2019 term loan agreement: USD loan annual payments of $ 15.0 and balloon payment due December 2026 263.3 278.3 Note Purchase Agreements (NPA – Senior notes): 2024 notes due April 15, 2034 - CHF 50 million 2.56 % (b) 55.1 — 2024 notes due April 15, 2036 - CHF 146 million 2.62 % and CHF 50 million 2.60 % (b) 215.9 — 2024 notes due April 15, 2039 - CHF 135 million 2.71 % and CHF 50 million 2.62 % (b) 203.8 — 2021 notes due December 8, 2031 - CHF 300 million 0.88 % (b) 330.5 356.9 2019 notes due December 11, 2029 - CHF 297 million 1.01 % (b) 327.2 353.3 2021 notes due December 8, 2031 - EUR 150 million 1.03 % (b) 155.3 165.8 2012 notes due January 18, 2024 - $ 300 million 4.46 % (b) — 100.0 CHF revolving loan (in U.S. Dollars) under the 2024 Revolving Credit Agreement (c) 27.5 — Other loans 11.9 7.6 Unamortized debt issuance costs ( 3.1 ) ( 1.3 ) Total notes and loans outstanding (a) $ 2,076.8 $ 1,260.6 Finance lease obligations 17.5 20.9 Total debt $ 2,094.3 $ 1,281.5 Current portion of long-term debt and finance lease obligations ( 32.5 ) ( 121.2 ) Total long-term debt, less current portion $ 2,061.8 $ 1,160.3 (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): 2025: $ 29.2 ; 2026: $ 266.3 ; 2027: $ 163.5 ; 2028: $ 17.8 ; 2029: $ 498.5 ; and thereafter: $ 1,104.6 . (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. 98 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, 2024 2023 2022 Proceeds from revolving lines of credit: 2024 Amended and Restated Credit Agreement $ 981.4 $ — $ — 2019 Amended and Restated Credit Agreement (a) 268.9 — — Proceeds from revolving lines of credit - Total $ 1,250.3 $ — $ — Repayments of revolving lines of credit: 2024 Amended and Restated Credit Agreement $ ( 1,212.7 ) $ — $ — Repayments of revolving lines of credit - Total $ ( 1,212.7 ) $ — $ — Proceeds from long-term debt: CHF notes under various 2024 Note Purchase Agreements $ 472.1 $ — $ — CHF notes under the 2024 Term Loan Agreement 495.6 — — Other 6.0 2.0 0.3 Proceeds from long-term debt - Total $ 973.7 $ 2.0 $ 0.3 Repayment of long-term debt: USD notes under the 2012 Note Purchase Agreement $ ( 100.0 ) $ — $ ( 105.0 ) USD notes under the 2019 Term Loan Agreement ( 15.0 ) ( 15.0 ) ( 6.0 ) CHF notes under the 2024 Term Loan Agreement ( 6.4 ) — — Other ( 14.0 ) ( 8.5 ) — Repayment of long-term debt - Total $ ( 135.4 ) $ ( 23.5 ) $ ( 111.0 ) 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 Covenants: 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. 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. 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. 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. Hedging: 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. 99 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): Weighted Average Interest Rate Total Amount Committed by Lenders Outstanding Borrowings Outstanding Letters of Credit Total Committed Amounts Available 2024 Amended and Restated Credit Agreement 0.69 % $ 900.0 $ 27.5 $ 0.3 $ 872.2 Bank guarantees and working capital line varies 159.3 — 159.3 — Total revolving lines of credit $ 1,059.3 $ 27.5 $ 159.6 $ 872.2 Key terms: 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. 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. 100 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 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 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. 101 22. 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, 2024 Total Quoted Prices in Active Markets Available (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Time deposits and money market funds $ 17.2 $ — $ 17.2 $ — Interest rate and cross-currency swap agreements (note 23) 21.8 — 21.8 — Forward currency contracts 6.0 — 6.0 — Total assets recorded at fair value $ 45.0 $ — $ 45.0 $ — Liabilities: Contingent consideration (note 24) $ 17.3 $ — $ — $ 17.3 Hybrid instruments liabilities ( note 25 ) 78.1 — — 78.1 Interest rate and cross-currency swap agreements (note 23) 17.2 — 17.2 — Forward currency contracts 0.5 — 0.5 — Equity interest purchase option liability (a) 14.9 — — 14.9 Total liabilities recorded at fair value $ 128.0 $ — $ 17.7 $ 110.3 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 Total Quoted Prices in Active Markets Available (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Time deposits and money market funds $ 226.9 $ — $ 226.9 $ — Interest rate and cross-currency swap agreements (note 23) 20.3 — 20.3 — Forward currency contracts 1.3 — 1.3 — Total assets recorded at fair value $ 248.5 $ — $ 248.5 $ — Liabilities: Contingent consideration (note 24) $ 12.3 $ — $ — $ 12.3 Hybrid instruments liabilities ( note 25 ) 70.5 — — 70.5 Interest rate and cross-currency swap agreements (note 23) 26.8 — 26.8 — Forward currency contracts 0.6 — 0.6 — Total liabilities recorded at fair value $ 110.2 $ — $ 27.4 $ 82.8 102 23. 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. 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): 103 December 31, 2024 December 31, 2023 Notional (in USD) Fair Value Notional (in USD) Fair Value Derivatives designated as hedging instruments Interest rate cross-currency swap agreements Other current assets $ 10.7 $ 12.0 Other assets 11.1 8.3 Other long-term liabilities ( 17.2 ) ( 26.8 ) $ 263.3 $ 4.6 $ 378.3 $ ( 6.5 ) Long-term debt Long-term debt 1,453.0 ( 8.5 ) 876.0 ( 85.3 ) Total derivatives designated as hedging instruments $ 1,716.3 $ ( 3.9 ) $ 1,254.3 $ ( 91.8 ) Derivatives not designated as hedging instruments Forward currency contracts Other current assets $ 841.9 $ 6.0 $ 177.8 $ 1.3 Other current liabilities 78.6 ( 0.5 ) 311.7 ( 0.6 ) Total derivatives not designated as hedging instruments $ 920.5 $ 5.5 $ 489.5 $ 0.7 Total derivatives $ 2,636.8 $ 1.6 $ 1,743.8 $ ( 91.1 ) 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, 2024 2023 2022 Derivatives not designated as hedging instruments Forward currency contracts $ ( 1.3 ) $ 12.4 $ ( 3.2 ) Embedded derivatives in purchase and delivery contracts ( 1.4 ) 1.1 ( 0.1 ) ( 2.7 ) 13.5 ( 3.3 ) Derivatives designated as cash flow hedging instruments Interest rate cross-currency swap agreements 10.2 10.4 0.1 Derivatives designated as net investment hedging instruments Interest rate cross-currency swap agreements 5.6 7.9 8.5 Total $ 13.1 $ 31.8 $ 5.3 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, 2024 2023 2022 Derivatives designated as cash flow hedging instruments Interest rate cross-currency swap agreements $ ( 3.5 ) $ ( 5.5 ) $ 21.2 Derivatives designated as net investment hedging instruments Interest rate cross-currency swap agreements 12.9 ( 19.5 ) 9.1 Long-term debt 58.8 ( 52.1 ) 13.9 71.7 ( 71.6 ) 23.0 Total $ 68.2 $ ( 77.1 ) $ 44.2 104 24. Contingent consideration The following table sets forth the changes in contingent consideration liabilities (in millions): Balance at December 31, 2022 $ 9.6 Current period additions 2.8 Current period adjustments 7.6 Current period settlements ( 8.1 ) Foreign currency effect 0.4 Balance at December 31, 2023 12.3 Current period additions 13.4 Current period adjustments 3.2 Current period settlements ( 11.2 ) Foreign currency effect ( 0.4 ) Balance at December 31, 2024 $ 17.3 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. 25. 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 $ 34.2 Current period additions 36.1 Current period adjustments ( 2.1 ) Foreign currency effect 2.3 Balance at December 31, 2023 70.5 Current period additions — Current period adjustments 24.1 Current period settlements (a) ( 13.8 ) Foreign currency effect ( 2.7 ) Balance at December 31, 2024 $ 78.1 (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 Range Weighted Average (a) Put / Call Options 78.1 Option Pricing Model Revenue Risk Premium 1.6 % - 12.6 % 10.70 % EBITDA Risk Premium 10.1 % - 25.1 % 21.70 % a) Unobservable inputs were weighted by the relative fair value of the hybrid instrument liabilities. 105 26. Commitments and Contingencies Litigation and Related Contingencies 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. 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. 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. 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 The Company is subject to regulation by national, state and local government agencies in the United States and other countries in which it operates. 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 106 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 The Company has entered into unconditional purchase commitments, in the ordinary course of business, that include agreements to purchase goods, services or fixed assets and to pay royalties that are enforceable and legally binding and that specify all significant terms including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Purchase commitments exclude agreements that are cancelable at any time without penalty. Unconditional purchase commitments that are fixed and determinable are as follows (in millions): 2025 $ 186.2 2026 26.6 2027 11.4 2028 10.0 2029 13.0 Thereafter — Total $ 247.2 License Agreements The Company has entered into license agreements allowing it to utilize certain patents. If these patents are used in connection with a commercial product sale, the Company pays royalties on the related product revenues. Licensing fees for the years ended December 31, 2024, 2023, and 2022, were $ 10.1 million, $ 7.5 million and $ 6.4 million, respectively, and are recorded in cost of product revenue in the consolidated statements of income and comprehensive income. Letters of Credit and Guarantees At December 31, 2024, and 2023, the Company had bank guarantees of $ 159.3 million and $ 153.6 million, respectively, related primarily to customer advances. These arrangements guarantee the refund of advance payments received from customers in the event that the merchandise is not delivered, or warranty obligations are not fulfilled in compliance with the terms of the contract. These guarantees affect the availability of the Company’s lines of credit. Indemnifications The Company enters into standard indemnification arrangements in the Company’s ordinary course of business. Pursuant to these arrangements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party. These parties are generally the Company’s directors, officers, business partners or customers, in connection with any patent, or any copyright or other intellectual property infringement claim by any third party with respect to its products. The term of these indemnification agreements is generally perpetual any time after the execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these agreements is unlimited. The Company believes the estimated fair value of these agreements is minimal based on historical experiences. 27. Shareholders’ Equity Share Repurchase Program 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. 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 107 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. 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 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. 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. The 2016 Plan is administered by the Compensation Committee. The Compensation Committee has the authority to determine which employees will receive awards, the amount of any awards, and other terms and conditions of such awards. Stock option awards granted under the 2016 Plan typically vest over a period of one to four years . As of December 31, 2024, 1,765,006 options and 3,199,623 restricted stock units have been granted under the 2016 Plan. At December 31, 2024, 751,897 options and 853,238 restricted stock units were outstanding under the 2016 Plan. In June 2022, the Company's shareholders approved the 2022 Employee Stock Purchase Plan, under which eligible employees may contribute up to 10 % of their earnings toward the semi-annual purchase of the Company's stock. The plan makes available 2,500,000 shares. Each plan enrollment period covers six months beginning June 1 and December 1 of each year . The purchase price per share of the Company's stock is equal to 90 % of the lower of (1) the fair market value per share of the Company's stock on the first day of the applicable purchase period or (2) the fair market value per share of the Company's stock on the applicable purchase date, unless otherwise specified by the Plan Administrator before the start of any purchase period. Members of the Company’s Board of Directors receive an annual award of restricted stock units which vest over a one-year service period. 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 . Restricted shares of the Company’s common stock were periodically awarded to executive officers, directors and certain key employees of the Company, subject to service restrictions, which vested ratably over periods of one to four years . The restricted shares of common stock may not be sold or transferred during the restriction period. Restricted stock units of the Company’s common stock are periodically awarded to executive officers, directors and certain employees of the Company which vest ratably over service periods of one to four years . 108 Stock-based Compensation The following presents the impact of stock-based compensation expense on our consolidated statements of income (in millions): 2024 2023 2022 Stock options $ 1.9 $ 1.6 $ 1.5 Restricted stock units 18.6 16.0 14.1 Employee Stock Purchase Plan 1.2 0.8 0.1 Total stock-based compensation $ 21.7 $ 18.4 $ 15.7 2024 2023 2022 Cost of product revenue $ 1.9 $ 1.4 $ 1.1 Selling, general and administrative 17.1 15.1 13.3 Research and development 2.7 1.9 1.3 Total stock-based compensation $ 21.7 $ 18.4 $ 15.7 In addition to the awards above, the Company recorded stock-based compensation within other charges, net of $ 3.6 million, $ 5.6 million and $ 12.0 million at December 31, 2024, 2023, and 2022, respectively, related to the Mestrelab, PreOmics, Biognosys, Zontal, and other majority owned acquisitions. At December 31, 2024, the Company expects to recognize pre-tax stock-based compensation expense of $ 4.5 million associated with outstanding stock option awards granted under the Company’s stock plans over the weighted average remaining service period of 2.8 years. The Company also expects to recognize additional pre-tax stock-based compensation expense of $ 45.9 million associated with outstanding restricted stock units granted under the Company’s 2016 Incentive Compensation Plan over the weighted average remaining service period of 2.8 years. Stock Option Awards Stock option activity for the year ended December 31, 2024, is as follows: Number of Options Weighted- Average Price Per Share Weighted - Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value (in millions) (b) Outstanding at December 31, 2023 967,560 $ 37.78 3.7 $ 35.5 Granted 128,099 66.40 Exercised (c) ( 208,700 ) 22.22 Forfeited/Expired 266 — Outstanding at December 31, 2024 887,225 $ 45.58 3.7 $ 16.0 Exercisable at December 31, 2024 643,705 $ 36.93 2.8 $ 16.0 Exercisable and expected to vest at December 31, 2024 (a) 886,693 $ 45.58 3.7 $ 16.0 (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. (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. 109 Restricted Stock Units Restricted stock unit activity is presented below: Shares Subject to Restriction Weighted- Average Grant Date Fair Value Per Share Outstanding at December 31, 2023 702,047 $ 64.68 Granted 453,762 63.61 Vested (a) ( 271,477 ) 62.21 Forfeited ( 31,094 ) 65.59 Outstanding at December 31, 2024 853,238 $ 64.91 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. 110 ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.