BRUKER CORP

March 31, 2025

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 hasfour 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. Revenues are generated from medical, clinical, pharmaceutical, and aerospace companies as well as other businesses involved in materials research, fusion energy research, high energy physics, renewable energy, and environmental research. BEST also delivers extreme ultraviolet radiation (EUV/XUV) based technologies and solutions to world leading semiconductor companies and research labs.

The unaudited condensed consolidated financial statements represent the consolidated accounts of the Company. All intercompany accounts and transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements as of March 31, 2025, and December 31, 2024, and for the three months ended March 31, 2025, and 2024, have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, the financial information presented herein does not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair statement have been included. The results for interim periods are not necessarily indicative of the results expected for any other interim period or the full year.

At March 31, 2025, the Company’s significant accounting policies, which are detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, have not changed.

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 of 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. 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.

Acquisitions

During the three months ended March 31, 2025, the Company did not complete any acquisitions. During the year ended December 31, 2024, 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 Policiesof the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

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):

Acquisitions material to the Company’s financial statements

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

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:

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.

Inthe first quarter of 2025, the Company finalized its determination of the fair value of the identifiable assets acquired and liabilities assumed for the Chemspeed acquisition. 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 closing of the acquisition for the NanoString and ELITechGroup acquisitions. 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 in the first quarter of 2025 and the fourth quarter of 2024. The related impact to the consolidated statements of operations that would have been recognized in previous periods if the adjustments were recognized as of the acquisition date was a reduction of $0.6 million in amortization expense recorded during the first quarter of 2025. 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):

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:

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

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 isseven toeleven years for the technology, eleven tofifteenfor 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.

The Company has finalized its valuation of the assets acquired and liabilities assumed related to the Spectral Instruments Imaging LLC and Nion, LLC acquisitions within the measurement period, and no further adjustments will be made.

Results of operations for 2024 acquired businesses

Results from the 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 $108.0 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 operations. 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.

Supplemental Pro Forma Information

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 ELITechGroup and Chemspeed had been completed on January 1, 2024 (in millions):

The revenue and net income (loss) results for all 2024 acquisitions are included in the consolidated financial statements for the three months ended, March 31, 2025.

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 January 1, 2024, through its acquisition date of May 6, 2024, as the historical financial statements after the quarter ended September 30, 2023 are not meaningful.

The pro forma adjustments that could impact the Company's consolidated net income include the following (in millions):

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 NanoString, ELITechGroup and Chemspeed acquisitions had been completed on January 1, 2024. 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.

See Note 22, Subsequent Events, for information related to an additional acquisition completed by the Company subsequent to March 31, 2025.

Minority and Equity-method Investments

As of March 31, 2025, the aggregate amount of equity investments without readily determinable fair value using the measurement alternative is $34.2 million. During the three months ended March 31, 2025, the Company completed one minority investment. Total and cash consideration for the investment was de minimis.

As of December 31, 2024, the aggregate amount of equity investments 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):

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.

Refer to Note 11, Interest and other income (expense), net, for information on impairment charges, to write down the carrying value of certain minority investments for the three months ended March 31, 2024 and 2025, respectively.

Goodwill and Intangible Assets

Goodwill

The following table sets forth the changes in the carrying amount of goodwill (in millions):

Intangible Assets

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

a)

Included in existing technology and related patents, there is in process research and development of $2.9 million and $2.7 millionas of March 31, 2025 and December 31, 2024, respectively.

b)

Included in trade names, there are indefinite lived assets of $2.8 million as of March 31, 2025 and December 31, 2024.

For the three months ended March 31, 2025 and 2024, the Company recorded amortization expense of$27.3 million and$16.2 million, respectively, related to intangible assets subject to amortization.

On a quarterly basis, the Company reviews its goodwill and intangible assets to determine if there have been any triggering events that could indicate an impairment. During the three months ended March 31, 2025, the Company recognized a de minimis impairment charge to write off a trade name intangible asset which was no longer in use. The impairment charge is included inother charges, netwithin the consolidated statements of operations. Refer to Note 10, Restructuring and asset impairmentsfor discussion related to the impairment of intangible and other long-lived assets in connection with the Company’s restructuring plans for the three months ended March 31, 2025.

Revenue

The following table presents the Company’s revenue by end customer geography for the three months ended March 31 (in millions):

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

As of the three months ended March 31, 2025 and the year ended December 31, 2024 the following balances were associated with revenue(in millions):

a)

Approximately$143.0 million of the contract liability balance on December 31, 2024, was recognized as revenue during the three months ended March 31, 2025.

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. Bruker’s 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 Bruker’s 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.

Lease Revenue

The Company’s right to future consideration from reagent purchases under the reagent agreements 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 operations and consisted of less than 2% of total consolidated revenue in each of the three months ended March 31, 2025 and 2024 respectively.

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 three months ended March 31, 2025, and 2024 (in millions):

a)

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

b)

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

Refer to Note 6, Revenue for information on revenue by geographical area.

Total capital expenditures and depreciation and amortization by segment are as follows for the periods presented (in millions):

Total assets by segment are as follows (in millions):

(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.

Weighted Average Shares Outstanding

The following table sets forth the computation of basic and diluted weighted average common shares outstanding (in millions):

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

Other Charges, Net

The components of other charges, net are as follows (in millions):

(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.

(c)

In connection with the BCA restructuring planas it relates to the consolidation of leased BCA facilities, the Company recorded an immaterial impairment charge against operating lease right of use assets during the three month ended March 31, 2025, and recorded an impairment charge of $1.2 million during the three months ended March 31, 2024. Refer to Note 10, Restructurings and Asset Impairments of the Annual Report on Form 10K for the year ended December 31, 2024 for further information on the BCA restructuring plan.

10. 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 operations (in millions):

The following tables set forth the changes in restructuring reserves for the periods reported (in millions):

During the three months ended March 31, 2025 and 2024, in connection with the Bruker Cellular Analysis restructuring plan, the Company recorded and accrued severance and termination charges of $0.5 million and $3.9 million respectively, and made payments of $3.0 million and $7.0 million, respectively. In addition, the Company charged $2.8 million to product restructuring costs due to scrapping of expired or expiring inventories during the three months ended March 31, 2024. The Company didnot have similar charges during the three months ended March 31, 2025. Refer to Note 12, Restructurings and Asset Impairments of the Annual Report on Form 10K for the year ended December 31, 2024 for further information on this restructuring plan.

Interest and Other Income (Expense), Net

The components of interest and other income (expenses), net are as follows (in millions):

Provision for Income Taxes

The components of provision for income taxes are as follows (in millions):

a)

The increase in the Company's effective tax rate was primarily due to changes in jurisdictional mix and net unfavorable discrete activities.

The table below summaries unrecognized tax benefits and accrued interest and penalties components (in millions):

a)

This excludes penalties and interest. If these unrecognized tax benefits were recognized, there would be a reduction of the Company's effective tax rate.

b)

These are related to uncertain tax positions and were included in other long-term liabilities on the Company's unaudited condensed consolidated balance sheets.

The Company files tax returns in the United States, which include 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 2025 are approximately 30.0% and 20.0% for Germany and Switzerland, respectively. The mix of earnings in those two jurisdictions resulted in an increase of approximately 5.7% from the U.S. statutory rate of 21.0% in the three months ended March 31, 2025.

The Organization for Economic Co-operation and Development introduced its Pillar Two Framework Model Rules (“Pillar 2”), which provides guidance for a global minimum tax. Various countries have either enacted or are in the process of enacting legislation to implement this framework. Our income tax provision for the three months ended March 31, 2025, reflects currently enacted legislation and guidance related to the model rules. This enacted legislation and guidance had an impact on our income tax provision, resulting in an increase to the Company’s effective tax rate of 2.1% for the three months ended March 31, 2025. The Company continues to monitor the countries in which it operates as they enact legislation implementing Pillar 2.

Inventories

Inventories consisted of the following (in millions):

Finished goods include in-transit systems shipped to the Company’s customers for which control has not passed to the customers. As of March 31, 2025 and December 31, 2024, the value of finished goods inventory-in-transit was$64.3 million and$53.6 million, respectively.

Other Current Assets

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

Debt

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

a)

The fair value of the Company's long-term fixed interest rate debt was$1,288.4 million and$1,278.9 million as of March 31, 2025, and December 31, 2024, respectively.

b)

Subsequent to March 31, 2025, and up until the date of filing this Quarterly Report on Form 10-Q, the Company borrowed$10 million, net through a swing line drawing and CHF $90.0 million (approximately $110.5 million) of debt outstanding under the 2024 Amended and Restated Revolving Credit Agreement.

Significant borrowings and repayments:

The following table summarizes the Company’s debt borrowings and repayments for the three months ended March 31, 2025 and 2024 (amounts in millions):

a)

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

Revolving Credit Facility:

As of March 31, 2025, 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):

As of March 31, 2025, the Company was in compliance with the financial covenants of all debt agreements.

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):

a)

Equity interest purchase option liability is related to NovAliX, refer to Note 4, Minority and equity-method investments, for more information.

Derivative Instruments and Hedging Instruments

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 exchange 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 March 31, 2025, the Company had several cross-currency interest rate swap agreements that qualify for hedge accounting with a notional value of$129.8 million of U.S. Dollar to Swiss Franc and a notional value of$129.8 million of U.S. Dollar 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.

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 operations 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):

The following is a summary of the gain (loss) included in Interest and other income (expense), net in the consolidated statements of operations and comprehensive income related to the derivative instruments described above (in millions):

The following is a summary of the gain (loss) included in Accumulated other comprehensive income, net of tax in the consolidated statements of operations and comprehensive income related to the derivative instruments described above (in millions):

18. Contingent Consideration:

The following table sets forth the changes in contingent consideration liabilities (in millions):

Changes in fair value subsequent to acquisition are recognized in Acquisition-related expenses, net included in Other Charges, net, in the consolidated statements of operations. Contingent consideration payments in excess of the acquisition date fair value are included in net cash provided by operating activities, and the original acquisition date values are included in net cash provided by (used in) financing activities in the consolidated statements of cash flows.

19. Hybrid instruments liabilities:

Related to 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.

The following table sets forth the changes in hybrid instruments liability (in millions):

The Level 3 fair value measurements of our hybrid instrument liabilities include the following significant unobservable inputs:

a)

Unobservable inputs were weighted by the relative fair value of the hybrid instrument liabilities.

Commitments and Contingencies

In accordance with Accounting Standards Codification (“ASC”) Topic 450, Contingencies, the Company accrues anticipated costs of settlement, damages or other costs to the extent specific losses are probable and reasonably estimable. These accruals are adjusted periodically as assessments change or additional information becomes available.

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 or 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 March 31, 2025, and December 31, 2024, the accrual for several legal matters that are probable and estimable was$96.4 million and $86.0 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.

In addition, 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 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.

Shareholders’ Equity

At March 31, 2025, the Company didnot have any preferred stock issued or outstanding (5,000,000 shares authorized with $0.01 par value).

At March 31, 2025, the Company had 182,500,601 shares issued and 151,520,991 shares outstanding of common stock (260,000,000 shares authorized with $0.01 par value).

Share Repurchase Program

In May 2023, the Company’s Board of Directors approved a share repurchase program (the “2023 Repurchase Program”) authorizing the purchase of up to $500.0 million of the Company’s common stock over a two-year period, in amounts, at prices, and at such times as management deems appropriate, subject to market conditions, legal requirements and other considerations. At March 31, 2025, $359.9 million remains available for future purchase under the 2023 Repurchase Program.

During the three months ended March 31, 2025, the Company purchased a total of 200,731 shares at an aggregate cost of$10.0 million under the 2023 Repurchase Program. At March 31, 2025 the Company held 30,979,610 shares of treasury stock at cost.

During the three months ended March 31, 2024, the Company didnot purchase any shares under the 2023 Repurchase Program.

In August 2022, the Inflation Reduction Act (“IRA”) was signed into law in the United States. The IRA introduced new tax provisions, including a 1.0% excise tax on stock repurchases. The Company expects additional guidance and regulations to be issued in future periods and will continue to assess its potential impact on its business as further information becomes available. The estimated excise tax on our stock repurchases was de minimis and was recorded in other current liabilities and additional paid in capital for the three months ended March 31, 2025.

Stock-Based Compensation

The Company recorded stock-based compensation expense as follows in the unaudited condensed consolidated statements of operations and comprehensive income (in millions):

In addition to the awards above, the Company recorded stock-based compensation expense within other charges, net of$0.6 million and$0.5 million in the three months ended March 31, 2025, and 2024, respectively, related to the fair value changes of hybrid instruments associated with the option rights of certain minority shareholders of the Company’s majority owned acquisitions.

At March 31, 2025, the Company expected to recognize pre-tax stock-based compensation expense of$4.0 million associated with outstanding stock option awards granted under the Company's stock plans over the weighted average remaining service period of 2.6 years. The Company also expects to recognize additional pre-tax stock-based compensation expense of$41.7 million associated with outstanding restricted stock units granted under the Company's 2016 Incentive Compensation Plan over the weighted average remaining service periodof 2.6 years.

Subsequent Events

On April 14, 2025, the Company acquired 69.6% of the share capital of RECIPE Chemicals + Instruments GmbH (“RECIPE”) and its majority-owned subsidiary, WoBau GmbH (“WoBau”) for EUR 57.6 million (approxima tely $65.3 million). RECIPE is a leading provider of vendor-agnostic therapeutic drug monitoring and other clinical in vitro diagnostic kits for liquid chromatography-mass spectrometry systems/mass spectrometry systems, high performance liquid chromatography, and inductively coupled plasma mass spectrometry assays.

Concurrently with the acquisition, the Company entered into an agreement with the noncontrolling interest holder of RECIPE that provides the Company with the right to purchase, and the noncontrolling interest holder with the right to sell the remaining 30.4% of RECIPE based on a contractually defined pricing formula beginning in 2029. These rights may be accelerated based on certain events post-acquisition events. In addition, the agreement provides the Company with the right to purchase the remaining 10.1% of WoBau based on a contractually agreed upon pricing formula beginning 10.5 years after the acquisition.