Bruker

Figure: Sepsis caused by a rod shaped bacterium.

In December 2020, Bruker received FDA clearance of the
MBT Sepsityper® Kit for the rapid identification of over
400 microorganisms from positive blood cultures.

ANNUAL REPORT

2020

Innovation with Integrity

Bruker Corporation

Bruker enables

High Value Life Science Research
and Diagnostics Solutions

Proteomics and
Multiomics Research

Spatial Biology and
Single-Cell Analysis

Unique Biopharma
& Applied Solutions

Microbiology and Molecular
Diagnostics Solutions

Bruker enables

Unlocking the
transformative power of
Unbiased 4D Proteomics

Bruker continues to expand its innovative
portfolio in the rapidly advancing field of
proteomics, the study and measurement
of proteins and their post-translational
modifications. Protein function and expression
are linked to many diseases, making
proteomics translational research one of the
fastest growing areas in multiomic molecular
biology. In 2020, we broadened the scope of
our proteomics solutions to include unbiased
plasma proteomics, cancer proteogenomics and
emerging true, single-cell unbiased proteomics,
all by TIMS/PASEF mass spectrometry methods,
as well as microscopy-based single-cell targeted
proteomics solutions. Our flagship timsTOF
platform at the end of 2020 had an installed
base of more than 250 systems globally and
represents a major leap in technology by
delivering faster speed, larger peak capacity,

higher sensitivity, and greater identification
rates with excellent robustness. A 4th dimension
of TIMS (Trapped Ion Mobility Spectrometry)
enables large-scale, precise molecular collision
cross section (CCS) determination and high-
speed MS/MS data acquisition on the timsTOF
is enabled by Parallel Accumulation Serial
Fragmentation (PASEF). The unique, proprietary
TIMS/PASEF 4D proteomics technology
allows scientists to dig deeper, provides
more confidence in data, and increases data
completeness. In translational research, it is now
finally feasible to measure clinical cohorts with
hundreds or thousands of samples due to the
extremely high speed, proven robustness and
superb sensitivity of the timsTOF platform.

Making meaningful unbiased measurements of protein expression at
the true single-cell level is extremely challenging both from a sample
handling and measurement perspective. We are delighted to have
Evosep and Bruker as collaborative partners. They help us develop, prove
and ultimately bring our ideas to market, so that true, quantitative
single-cell proteomics can become reality.

Prof. Matthias Mann, Director, Max Planck Institute of Biochemistry, Munich

Bruker enables

Enabling new discoveries
in cell biology and
disease research with
GHz-class NMR

Bruker’s GHz-class NMR instruments with
unsurpassed spectral resolution allow
researchers to see further into the world of
functional structural biology.

Prof. Markus Zweckstetter (left) and Prof. Christian Griesinger with the

1.2 GHz magnet at the Max Planck Institute in Goettingen, Germany

Ultra-High Field NMR is a unique scientific
method that facilitates fundamental research in
functional structural biology of globular proteins
and protein complexes, as well as basic research
on intrinsically disordered proteins (IDPs) and
biological condensates. Unique capabilities
of Ultra-High Field NMR include the ability to
elucidate the dynamics, function and binding of
globular proteins, intrinsically disordered proteins
and protein regions, and to enable the study of
biomolecular condensates.

The recent installation of a 1.2 GHz NMR
spectrometer at the Max Planck Institute for
Biophysical Chemistry in Goettingen has already
enabled research teams to deliver new insights
into the SARS-CoV-2 nucleocapsid (N) protein
and could aid a deeper molecular understanding
of Parkinson’s and Alzheimer’s diseases.

We will use the 1.2 GHz for characterizing droplets and oligomers of intrinsically disordered
proteins that are key players in many diseases, such as COVID-19 and neurodegeneration
and cancer. These important disordered systems currently cannot be studied at atomic
resolution with other methods, such as X-ray crystallography or cryo-EM.

Prof. Christian Griesinger, Director, Max Planck Institute for Biophysical Chemistry

Bruker enables

Responding to the
COVID-19 pandemic,
as significant change
swept the world

of respiratory diseases, Bruker-Hain has a
long-standing reputation in Mycobacteria and
Tuberculosis (TB) testing. When the current
pandemic winds down, we intend to expand
into COVID-19 variant testing and renew our
emphasis on the important TB testing field,
where we have a track record of working with
Non-Governmental Organizations and the World
Health Organization.

In early 2020, at a time of unprecedented
challenges with the unfolding COVID-19
pandemic, Bruker-Hain employees rose to the
task in support of the vital work of hospital and
healthcare laboratories in Europe and Africa.
Faced with sudden and enormous demand for
testing, Bruker-Hain made a quick pivot into the
COVID-19 PCR testing market, introducing the
FluoroType® SARS-CoV-2 plus PCR test and
related nucleic acid extraction kits. Together with
the Fluorocycler®XT and GenoXtract® systems,
Bruker provided complete testing solutions to its
customers, helping their response on the front
lines of the pandemic.*

Playing a role in supporting the fight against
COVID-19 has motivated Bruker-Hain employees,
even when the amount of rapid change felt
overwhelming. Beyond COVID-19, in the field

To know that our work is having a positive impact on society is a good feeling, despite the
huge demands we have faced this year. It is very rewarding to know we are making a real
difference.

Dominik Mueller, Bruker-Hain Order Processing, Nehren, Germany

* The FluoroType® SARS-CoV-2 plus PCR test, the FluoroCycler® XT and GenoXtract® systems are CE-IVD labeled. With the exception of the GenoXtract®

system, these products are not currently available in the USA.

Dear Fellow
Bruker Shareholders,

The year 2020 presented no small challenges for business and for society at large. At Bruker, we
adapted to the pandemic with four key priorities in mind: (1) maintain the health and safety of our
employees, customers and partners; (2) ensure business continuity and strong service levels for our
customers; (3) carefully manage our cost structure, by executing prudent temporary cost reductions
early in the pandemic, while ramping up key investments in our Project Accelerate 2.0 initiatives; and
(4) deliver our enabling life science research and molecular diagnostic products to customers on the
front lines, supporting an effective global pandemic response. I am very proud of how our organization
responded and of our strong performance on all four priorities.

Challenging times can also create new opportunities. Over the course of 2020, we reassessed our
growth strategies, broadening the scope of our Project Accelerate high-growth, high-margin initiatives.
Under challenging business conditions, we made additional investments in three key areas of
significant long-term potential:

• Unbiased and Targeted Proteomics,
• Spatial and Single-Cell Biology, and
• Viral Molecular Diagnostics.

Our revenues from our six Project Accelerate initiatives grew organically in the high single digits in
2020, in spite of the pandemic, and for the first time represented more than half of Bruker’s revenue.
As part of our dual strategy, we also initiated further Operational Excellence programs, including
selected restructurings, along with major forward-looking investments for productivity improvements
and capacity expansion.

In summary, we successfully navigated a difficult 2020 business environment, at the same time as we
better positioned the company for long-term success. In the second half of 2020, areas of the business
negatively impacted by the pandemic showed a sequential recovery trend. We remain encouraged that
Bruker is emerging from the pandemic an even stronger company, given our prudent management
during COVID-19, coupled with visionary additional investments in Project Accelerate 2.0, as well as for
future capacity, growth and productivity, and our strong cash and liquidity position.

Delivering Enabling Technologies to Help Combat COVID-19

As COVID-19 upended economies and daily life, our employees rose to the challenge. At the very
start of the pandemic, in Wuhan, China, Bruker engineers safely and courageously installed MALDI
Biotyper systems, used for the diagnosis of secondary bacterial infections. We delivered enabling life
science research systems, like our high performance Nuclear Magnetic Resonance (NMR) and mass
spectrometry systems, used in critical virus, disease, therapeutic and vaccine research. We supported
our customers and various initiatives aimed to understand the characteristics of the SARS-CoV-2 virus
and of COVID-19 disease. One example is our support for the COVID-19 NMR Consortium, a group of
140 scientists in 30 research groups around the world, who work to determine the RNA and protein
structures of the virus. We also collaborate with the Australian National Phenome Center (ANPC),
which uses our NMR and mass spectrometry tools to study severity of COVID-19 disease, molecular
phenoconversion and recovery, as well as the molecular phenotypes of post-acute ‘Long COVID’
syndrome.

In late March 2020, our Bruker-Hain business introduced a CE-IVD marked SARS-CoV-2 PCR test,
available to diagnostic laboratory customers in Europe and Africa. Bruker-Hain took major strides to
expand its manufacturing capacity for nucleic acid extraction kits and PCR assays for COVID-19. Bruker-
Hain also proceeded to launch an improved second-generation SARS-CoV-2 PCR test in July and a
‘winter four-plex’ CE-IVD PCR assay in December, and we are now in the process of launching novel
variant tests.

Expanding our High-Growth, High-Margin Initiatives with Project Accelerate 2.0

During 2020, we broadened the scope of our high-growth, high-margin Project Accelerate strategy
to include new areas of significant long-term potential. Within our updated Project Accelerate 2.0,
we expanded our unbiased Proteomics initiative to include unbiased plasma proteomics, cancer
proteogenomics and emerging true, single-cell unbiased proteomics, all by TIMS/PASEF mass
spectrometry methods, as well as microscopy-based single-cell targeted proteomics solutions. Our
Microbiology & Diagnostics initiative now includes viral diagnostics by PCR. This is in addition to
bacterial and fungal diagnostics by MALDI-TOF mass spectrometry, now with US FDA clearance of our
Sepsityper fast, nearly universal diagnostic identification. With our Canopy Biosciences acquisition in
September 2020 and the formation of Acuity Spatial Genomics with our majority investment in March
2021, we launched additional solutions for our spatial biology and single-cell targeted multiomics
initiative, establishing another area of promising long-term potential.

Consumables,
Software, Service &
Aftermarket

Consumables, assays,
services, libraries &
scientific software

Next-gen
Nanomaterials
Research & Semi
Metrology

Enabling R&D and QC of
next-gen logic, memory,
displays, renewable energy,
nanotools and nanomaterials

Spatial & Single-Cell
Biology and
Cellular Analysis

Next-gen super-res
microscopy & cytometry
for immunology, oncology,
single-cell and subcellular
spatial biology and targeted
multiomics

Unbiased
Proteomics &
Multiomics

Aftermarket

Biopharma &
Applied

Next-gen Nano
& Semi Tools

Microbiology &
Molecular Dx

Spatial &
Single-Cell
Biology and
Cellular Analysis

Unbiased 4D
Proteomics & 4D
Multiomics, Functional
Structural Biology

MS and NMR solutions for
proteomics, multiomics,
tissue SpatialOMx,
functional structural biology,
biomolecular condensates

Biopharma & Applied

High-value NMR, MS and
FTIR/NIR solutions for drug
discovery, development and
pharma PAT; Applied food
analysis and forensics

Microbiology, Viral &
Molecular Diagnostics

High-value solutions for
faster, accurate and broadly
scalable infectious disease
diagnostics, now including
viral MDx

Figure 1: Project Accelerate 2.0, Six Expanded High-Growth, High-Margin Initiatives

In 2020, we made substantial progress with our Ultra-High Field NMR program for functional structural
biology research. We crossed major technical and commercial milestones, achieving customer
acceptance for our first three 1.2 GHz NMR systems. New capabilities brought on by GHz-class
NMR could enable discoveries in diseases with significant societal impacts, such as COVID-19,
neurodegenerative diseases, cancer and cardiovascular disease. We also continued to make excellent
progress with our timsTOF mass spectrometry solution for 4D proteomics, expanding the workflows
and capabilities of the platform. We continued to see strong timsTOF uptake, supported by the
differentiated capabilities of the platform.

Sustained Focus on Operational Excellence

While we put significant resources in supporting the growth of our portfolio, we also continued to drive
our Operational Excellence program. During the early days of the COVID-19 pandemic, we pivoted
quickly to implement an array of temporary cost control and cost reduction measures, designed
to mitigate the impact of lower revenues caused by the pandemic. Many of these measures were
reversed as business conditions improved in the second half of the year. In late 2020, we took new
restructuring actions, impacting certain business areas within our Bruker NANO Group and within the
BEST segment, intended to strengthen the long-term financial performance of these businesses. At
the same time, we continue to make significant investments in supporting the growth and productivity
of the business. In 2020 our capital expenditures in the business approached $100 million, and we
anticipate a similar level of investment for 2021.

Further Strengthening our Board of Directors

In September 2020, Bonnie H. Anderson, Co-Founder, Chairman of the Board and CEO of Veracyte, a
Nasdaq listed genomics diagnostic company, joined Bruker’s Board of Directors. Ms. Anderson brought
to the Board a proven track record of entrepreneurial success and years of global life sciences and
diagnostics business experience. Ms. Anderson was the seventh new director and third female director
to join the Board in the past five years.

FY 2020 Financial Results

In 2020, Bruker’s revenues declined 4.1% year-over-year to $1.99 billion. Revenues declined 6.0%
on an organic basis. Acquisitions contributed 0.5% to revenue, while favorable foreign currency
translation added 1.4%. The reported and organic revenue declines were primarily due to COVID-19
related disruptions in global instrumentation demand and a slower economic environment during
the pandemic. Our orders and revenues showed sequential recovery in the second half of 2020, as
business conditions improved.

Our 2020 non-GAAP operating margin was 16.0%, compared to 17.6% in 2019. The decline in our
non-GAAP operating margin was due to lower revenue during the COVID-19 pandemic and related
economic slowdown, partially offset by temporary cost control and cost reduction measures. We ended
the year with $1.35 in non-GAAP EPS, compared to $1.57 in 2019. Our non-GAAP profitability and
earnings also recovered sequentially in the second half of the year.

Capital Deployment

During 2020, we invested approximately $60 million in merger and acquisition related activities.
In January 2020, we purchased the remaining 20% stake of Bruker-Hain. In September 2020, we
acquired Canopy Biosciences, adding an important driver to our spatial biology and single-cell targeted
proteomics strategy. In 2020, we continued to pay dividends, returned over $120 million dollars to
shareholders through share repurchases, and invested close to $100 million in capital projects for
productivity, capacity and growth. We exited 2020 with a strong balance sheet and a solid liquidity
position.

Financial Outlook for 2021

We entered 2021 with a healthy backlog. As of mid-February, our 2021 outlook called for a rebound
in our revenues, which are expected to exceed pre-pandemic levels. We also anticipate a recovery
in our non-GAAP operating margins as well as strong year-over-year non-GAAP Earnings Per Share
(EPS) growth, even with further elevated investments in our Project Accelerate 2.0 and Operational
Excellence strategic initiatives.

More than ever, I would like to thank our valued customers, our Bruker colleagues, our shareholders,
collaborators and business partners for their dedication and support over the past year. I look forward to
reporting on our future progress.

Sincerely,

Frank H. Laukien, Ph.D.
Chairman, President and Chief Executive Officer
April 20, 2021

NOTE: Certain non-GAAP measures are referenced in this shareholder letter. A reconciliation of these non-GAAP measures to our reported GAAP results can be

found at the end of this 2020 Annual Report.

This Letter and our Annual Report include forward looking statements about our future results of operations, business strategies, plans and objectives, and
business environment. These statements are subject to risks and uncertainties (including those identified in the “Risk Factors” section of the Form 10-K
included in this Annual Report), and our actual results could be materially different. Forward looking statements represent our beliefs and assumptions only as
of the date of this Annual Report and we have no obligation to update them.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(cid:2) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT of 1934

(cid:3) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020

Commission File Number 000-30833

BRUKER CORPORATION

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
Incorporation or organization)

40 Manning Road, Billerica, MA
(Address of principal executive offices)

04-3110160
(I.R.S. Employer Identification No.)

01821
(Zip Code)

Registrant’s telephone number, including area code: (978) 663-3660

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Common Stock

Trading
Symbols(s)

BRKR

Name of each exchange on which registered

Nasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act:
None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities

Act. Yes (cid:3) No (cid:2)

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the

Act. Yes (cid:3) No (cid:2)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the

Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:2) No (cid:3)

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be
submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit such files). Yes (cid:2) No (cid:3)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,
smaller reporting company, or an emerging growth company. See the definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’
‘‘smaller reporting company,’’ and ‘‘emerging growth company’’ in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer (cid:2)

Non-accelerated filer (cid:3)

Accelerated filer (cid:3)

Smaller reporting company (cid:3)
Emerging growth company (cid:3)

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. (cid:3)

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the
effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b))
by the registered public accounting firm that prepared or issued its audit report. (cid:2)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange

Act). Yes (cid:3) No (cid:2)

The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant as of June 30, 2020

(the last business day of the registrant’s most recently completed second fiscal quarter) was $2,172,541,232 based on the
reported last sale price on the Nasdaq Global Select Market. The number of shares of the registrant’s common stock
outstanding as of February 25, 2021 was 151,565,334.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the information required by Part III of this report (Items 10, 11, 12, 13 and 14) are incorporated by reference

from the registrant’s Definitive Proxy Statement on Schedule 14A for its 2021 Annual Meeting of Stockholders to be filed
within 120 days of the close of the registrant’s fiscal year.

BRUKER CORPORATION

ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

Part I
Item 1
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1A Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1B Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 2
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 3
Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 4

Part II
Item 5

Item 6
Item 7

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer

Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reserved . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management’s Discussion and Analysis of Financial Condition and Results of

Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 7A Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . .
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 8
Changes in and Disagreements with Accountants on Accounting and Financial
Item 9

Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9A Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9B Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Part III
Item 10 Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . .
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 11
Security Ownership of Certain Beneficial Owners and Management and Related
Item 12

Item 13
Item 14

Part IV
Item 15
Item 16

Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certain Relationships and Related Transactions, and Director Independence . . . . . . .
Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Exhibits, Financial Statements and Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Form 10-K Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Page

3
19
39
39
40
41

42
43

44
64
67

128
128
128

129
129

129
130
130

131
134
135

Any statements contained in this Annual Report on Form 10-K that are not statements of

historical fact may be deemed to be forward-looking statements within the meaning of Section 21E of
the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as
amended. Without limiting the foregoing, the words ‘‘believe,’’ ‘‘anticipate,’’ ‘‘plan,’’ ‘‘expect,’’ ‘‘seek,’’
‘‘may,’’ ‘‘will,’’ ‘‘intend,’’ ‘‘estimate,’’ ‘‘should,’’ and similar expressions are intended to identify forward-
looking statements. Any forward-looking statements contained herein are based on current expectations
but are subject to a number of risks and uncertainties. Forward-looking statements include, but are not
limited to, statements regarding the impact of the novel coronavirus, COVID-19, on our business and
operations, including our implementation of certain cost cutting measures and their impact, our
intentions regarding our intellectual property, the impact of government contracts and government
regulation, our working capital requirements and sufficiency of cash, our competition, the seasonality of
our business, the sufficiency of our facilities, our employee relations, the impact of legal or intellectual
property proceedings, the impact of changes to tax and accounting rules and changes in law, our

1

anticipated tax rate, our expectations regarding cash dividends, share repurchases, interest expense,
interest rate swap agreements, expenses and capital expenditures, the impact of foreign currency
exchange rates and changes in commodity prices, the impact of our restructuring initiatives and our
expectations regarding backlog and revenue. The factors that could cause actual future results to differ
materially from current expectations include, but are not limited to, risks and uncertainties related to
adverse changes in the economic and political conditions in the countries in which we operate, the
integration of businesses we have acquired or may acquire in the future, our restructuring and
cost-control initiatives, changing technologies, product development and market acceptance of our
products, the cost and pricing of our products, manufacturing and outsourcing, competition,
dependence on collaborative partners, key suppliers and third party distributors, capital spending and
government funding policies, changes in governmental regulations, the impact of the COVID-19
coronavirus, intellectual property rights, litigation, exposure to foreign currency fluctuations, our ability
to service our debt obligations and fund our anticipated cash needs, the effect of a concentrated
ownership of our common stock, loss of key personnel, payment of future dividends, climate change
and other factors. Many of these factors are described in more detail in this Annual Report on
Form 10-K under Item 1A. ‘‘Risk Factors’’ and from time to time in other filings we may make with
the Securities and Exchange Commission. While we may elect to update forward-looking statements in
the future, we specifically disclaim any obligation to do so, even if our estimates change, and readers
should not rely on those forward-looking statements as representing our views as of any date
subsequent to the date of the filing of this report.

References to ‘‘we,’’ ‘‘us,’’ ‘‘our,’’ ‘‘management’’ or the ‘‘Company’’ refer to Bruker Corporation

and, in some cases, its subsidiaries, as well as all predecessor entities.

Our principal executive offices are located at 40 Manning Road, Billerica, MA 01821, and our

telephone number is (978) 663-3660. Information about Bruker Corporation is available at
www.bruker.com. The information on our website is not incorporated by reference into and does not
form a part of this report. All trademarks, trade names or copyrights referred to in this report are the
property of their respective owners.

2

ITEM 1 BUSINESS

Our Business

PART I

We are a developer, manufacturer and distributor of high-performance scientific instruments and

analytical and diagnostic solutions that enable our customers to explore life and materials at
microscopic, molecular and cellular levels. Many of our products are used to detect, measure and
visualize structural characteristics of chemical, biological and industrial material samples. Our products
and solutions address the rapidly evolving needs of a diverse array of customers in life science research,
pharmaceuticals, biotechnology, applied markets, cell biology, clinical research, microbiology, in-vitro
diagnostics, nanotechnology and materials science research. Our technology platforms include magnetic
resonance technologies, mass spectrometry technologies, gas and liquid chromatography, triple
quadrupole mass spectrometry technologies, X-ray technologies, spark-optical emission spectroscopy,
atomic force microscopy, stylus and optical metrology technology, fluorescence optical microscopy, and
infrared and Raman molecular spectroscopy technologies. Our product portfolio also includes testing
solutions used in microbiology and infectious disease diagnostics, including our MALDI Biotyper rapid
pathogen identification platform and related test kits, DNA test strips and fluorescence-based
polymerase chain reaction (PCR) technology for selected infectious disease applications. We develop,
manufacture and distribute a range of field analytical systems for chemical, biological, radiological,
nuclear and explosives, or CBRNE, detection. We also develop, manufacture and market low
temperature superconducting materials and devices based primarily on metallic low temperature
superconductors. Our corporate headquarters are located in Billerica, Massachusetts. We maintain
major technical and manufacturing centers in Europe, North America and Southeast Asia, and have
sales offices located throughout the world.

We originally were incorporated in Massachusetts in February 1991, as Bruker Federal Systems

Corporation. In February 2000, we reincorporated in Delaware as Bruker Daltonics Inc. In July 2003,
we merged with Bruker AXS Inc., and we were the surviving corporation in that merger. In connection
with that merger, we changed our name to Bruker BioSciences Corporation and formed two operating
subsidiaries, Bruker Daltonics and Bruker AXS. In July 2006, we acquired Bruker Optics Inc. In
February 2008, we acquired the Bruker BioSpin group of companies and changed our name to Bruker
Corporation.

Business Segments

We have four operating segments, Bruker BioSpin Group, Bruker CALID Group, Bruker Scientific
Instruments (BSI) NANO Segment and Bruker Energy & Supercon Technologies (BEST). We have three
reportable segments, BSI Life Science, BSI NANO, and BEST. For financial reporting purposes, the
Bruker BioSpin and Bruker CALID Groups are aggregated into the BSI Life Science reportable
segment because they have similar economic characteristics, production processes, service offerings,
types and classes of customers, methods of distribution and regulatory environments.

BSI Life Science Segment

Bruker BioSpin Group

The Bruker BioSpin Group comprises the Bruker Magnetic Resonance, Applied Industrial and
Clinical, Preclinical Imaging and Service and Lifecycle Support Divisions and designs, manufactures and
distributes enabling life science tools based on magnetic resonance technology. Magnetic resonance is a
natural phenomenon occurring when a molecule placed in a magnetic field gives off a signature radio
frequency. The signature radio frequency is characteristic of the particular molecule and provides a

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multitude of precise chemical and structural information. Depending on the intended application, we
market and sell to our customers an NMR system or an EPR system (each as defined below).

Bruker BioSpin also manufactures and sells single and multiple modality systems using MRI, PET,

SPECT, CT and MPI technologies (each as defined below). Bruker BioSpin’s products, which have
particular application in structural proteomics, drug discovery, pharmaceutical and biotechnology
research and production, and the food and materials science fields, provide customers with the ability
to determine the structure, dynamics, and function of specific molecules, such as proteins, and to
characterize and determine the composition of mixtures.

The majority of Bruker BioSpin’s customers are academic and government research facilities.
Other customers include pharmaceutical and biotechnology companies; chemical, food and beverage,
clinical and polymer companies; and nonprofit laboratories.

During 2020, we successfully established a new class of NMR systems, which we refer to as GHz
class systems, as a material part of our business. We achieved customer acceptance on three 1.2 GHz
systems. We also achieved major technical milestones in the remote monitoring capabilities of our
systems, enabling new services like predictive maintenance. During 2020, we launched a number of new
products and technologies, including a GxP solution for the Biopharma industry, solutions for high
performance and automated solid-state NMR, and a new affordable high-resolution NMR product line.

Bruker BioSpin Group’s instruments are based on the following technology platforms:

• NMR—Nuclear magnetic resonance;

• EPR—Electron paramagnetic resonance;

• MRI—Magnetic resonance imaging;

• MPI—Magnetic particle imaging;

• PET—Positron emission tomography;

• SPECT—Single photon emission tomography; and

• CT—Computed tomography.

NMR is a qualitative and quantitative analytical technique that is used to determine the molecular

structure and purity of a sample. Molecules are placed in a magnetic field and give off a radio
frequency signature that is recorded by a sensitive detector. Analysis software helps to determine the
molecular structure of the sample. The NMR technique is used in academia, pharmaceutical,
biotechnology, food and beverage and clinical companies, and by other industrial users in life science
and material science research.

EPR is a process of absorption of microwave radiation by paramagnetic ions or molecules with at
least one unpaired electron that spins in the presence of a static magnetic field. EPR detects unpaired
electrons unambiguously, whereas other techniques can only provide indirect evidence of their
presence. In addition, EPR can identify the paramagnetic species that are detected, which present
information on the molecular structure near the unpaired electron and give insight into dynamic
processes such as molecular motions or fluidity. Our EPR instruments are used for a wide range of
applications, including advanced materials research, materials analysis and quality control.

MRI is a process of creating an image from the manipulation of hydrogen atoms in a magnetic

field. In the presence of an external magnetic field, atoms will align with or against the external
magnetic field. Application of a radio frequency causes the atoms to jump between high and low energy
states. MRI and magnetic resonance spectroscopy, or MRS, include many methods including diffusion-
weighted, perfusion-weighted, molecular imaging and contrast-enhance. MRI offers high resolution
morphologic information, as well as functional, metabolic or molecular information. Customers use our

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MRI systems in pharmaceutical research, including metabolomics, to study a number of diseases,
including diabetes, neurology, oncology and cardiovascular disorders.

MPI is a process of creating an image from magnetic particles administered to the body of an

animal. The magnetic particles are manipulated in a combination of oscillating magnetic fields
exhibiting a field free zone. The response of the particles allows a real time 3D data set acquisition of
the whole body of an animal, showing the contrast agent distributing in and flowing through the body.
This imaging modality is used to detect cardiovascular disorders.

PET is a process of creating an image from positrons after administration of a positron emitting

radionuclide to the body of an animal. Annihilation of the positron produces two photons which show
an angle of 180(cid:4) between them, distinguishing these photons from photons originating from other
sources. The PET tracer enriches in certain regions of interest within the body and gains molecular
information from the animal in vivo. This has widespread applications, most importantly for oncology,
inflammation, neurology and cardiovascular disorders, as well as metabolic disease, drug discovery and
bone disease.

SPECT uses a contrast agent containing radionuclides which directly emit single photons. The

contrast agent enriches in certain parts of the body of an animal and generates images of the
radionuclide distribution in the body. SPECT has widespread application in animal investigations in
vivo, most importantly in oncology, neurology and cardiovascular disorders.

CT is a technology based on X-rays which are used to generate a complete 3D data set. The most
important applications are tissue sample analysis or non-invasive in vivo animal imaging. CT offers the
highest spatial resolution of all preclinical imaging modalities and is especially useful to generate
morphological information about the object or animal under investigation. CT is being used in a wide
range of preclinical investigations in the fields of bone-orthopedics, cardiology, pulmonology, oncology
and metabolism among others.

The Bruker BioSpin Group also offers a range of services, product lifecycle support, scientific

software and workflow solutions to customers who use Bruker BioSpin products.

Bruker CALID Group

The Bruker CALID Group comprises the Bruker Daltonics and Bruker Optics Divisions. The

Bruker Daltonics Division primarily designs, manufactures and distributes life science mass
spectrometry, or MS, instruments that can be integrated and used along with sample preparation or
chromatography instruments to design an analytical workflow and mass spectrometry-based and
molecular diagnostic solutions for microbiology and infectious disease diagnostics. Bruker CALID’s life
science mass spectrometry products are used in research, pharmaceutical and biotechnology
development. Bruker CALID’s microbiology and infectious disease solutions are used primarily in the
human and veterinary clinical diagnostic and food microbiology settings.

Mass spectrometers are sophisticated devices that measure the mass or weight of a molecule and

can provide accurate information on the identity, quantity and primary structure of the molecule. Mass
spectrometry-based solutions often combine advanced mass spectrometry instrumentation, automated
sampling and sample preparation robots, reagent kits and other disposable products used in conducting
tests, or assays, and bioinformatics software. We offer mass spectrometry systems and integrated
solutions for applications in multiple existing and emerging life science markets and chemical and
applied markets, including expression proteomics, clinical proteomics research, metabolic and peptide
biomarker profiling, drug discovery and development, molecular diagnostics research and molecular and
systems biology, as well as basic molecular medicine research. Our timsTOF Pro mass spectrometer
offers workflow solutions for proteomics research. Our MALDI Biotyper mass spectrometry solution
and test kits, DNA test strips and fluorescence-based PCR technologies are designed for in vitro

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diagnostic (IVD) use in clinical microbiology markets in certain configurations and certain countries,
where regulatory approvals have been achieved. In addition to culture-based microbial identification
with the MALDI Biotyper platform, the Genotype and Fluorotype molecular diagnostics (MDx) kits
enable a culture-free detection and analysis of microbes and viruses directly from patient sample with a
special focus on tuberculosis, transplant diagnostics and sexually-transmitted diseases.

Molecular Diagnostics utilize Polymerase Chain Reaction (PCR) assays and systems to provide

diagnostic solutions for a number of different disease states, including Respiratory, Mycobacteria
(including Tuberculosis), Virology, Safety of Immunocompromised patients, Sexually Transmitted
Infections, Gastroenteric Diseases as well as other Microbiology tests. Depending on the assay being
used, the technology enables users to ascertain basic identification of a certain infection, distinguish
infections which can cause similar symptoms and detect specific microbial resistance, all from a single
sample. The GenoType portfolio has been established for over 30 years and has been successful in
mycobacteria and tuberculosis detection, differentiation, and identification of antibiotic resistance
markers. The portfolio now includes FluoroType(cid:5), using fluorescence-based real-time PCR technology,
and more recently we have also developed LiquidArray(cid:5) assays based on melt curve analysis for
optimized asymmetrical PCR technology. LiquidArray(cid:5) uses light-on-off probes, providing a powerful
technology to identify a broad number of indicators for different infections or resistance markers from
a single sample, providing greater depth of information. We are applying this approach to a new
portfolio of syndromic panels in development. As a producer of extraction chemistry and
instrumentation alongside integrated thermocyclers, software and a range of assays, Bruker brings
complete diagnostic solutions to the Molecular Diagnostics market.

The Bruker Optics Division manufactures and distributes research, analytical and process analysis

instruments and solutions based on infrared and Raman molecular spectroscopy technologies. These
products are utilized in industry, government and academia for a wide range of applications and
solutions for life science, pharmaceutical, food and agricultural analysis, quality control and process
analysis applications. Infrared and Raman spectroscopy are widely used in both research and industry
as simple, rapid, nondestructive and reliable techniques for applications ranging from basic sample
identification and quality control to advanced research. The Bruker Optics Division also utilizes Fourier
transform and dispersive Raman measurement techniques on an extensive range of laboratory and
process spectrometers. The Bruker Optics Division’s products are complemented by a wide range of
sampling accessories and techniques, which include, among others, microanalysis and high-throughput
screening to help users find suitable solutions to analyze their samples effectively.

Customers of our Bruker CALID Group include pharmaceutical, biotechnology and diagnostics

companies, contract research organizations, academic institutions, medical schools, nonprofit or
for-profit forensic laboratories, agriculture, food and beverage safety, environmental and clinical
microbiology laboratories, hospitals and government departments and agencies.

During 2020, we launched a number of new mass spectrometry-based solutions and additional
workflows, including the MALDI-2 post-ionization source available as an option on the timsTOF fleX
ESI/MALDI mass spectrometer. In our microbiology and molecular diagnostics markets, we introduced
the MALDI Biotyper sirius broadly into the market. In our molecular diagnostics portfolio we launched
two assays in the field of respiratory disease testing, primarily covering SARS-CoV 2 testing for the
diagnosis of COVID-19 infection. The Fluorotyper-SARS-CoV 2 plus kit allows for a real-time PCR
detection of the SARS-CoV 2 virus. It detects two viral genes in parallel as a mechanism for high
sensitivity. The additional FluoroType(cid:5) SARS-CoV-2/Flu/RSV assay is a multiplex real-time PCR kit
that detects four viruses of clinical significance causing respiratory disease during the winter season:
SARS-CoV 2, influenza A, influenza B and respiratory syncytial virus (RSV). During 2020, the Bruker
Optics division launched LUMOS II, a fully automated stand-alone FTIR imaging microscope.
LUMOS II provides ultrafast FTIR imaging capabilities based on modern focal plane array (FPA)

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

The Bruker CALID Group’s instruments are based on the following technology platforms:

• MALDI-TOF—Matrix-assisted laser desorption ionization time-of-flight mass spectrometry,

including tandem time-of-flight systems (MALDI-TOF/TOF);

• ESI-TOF—Electrospray ionization time-of-flight spectrometry, including tandem mass

spectrometry systems based on ESI-quadrupole-TOF mass spectrometry (ESI-Q-q-TOF);

• MRMS—Magnetic resonance mass spectrometry, including hybrid systems with a quadrupole

front end (Q-q-MRMS);

• ITMS—Ion trap mass spectrometry;

• GC-MS—Gas chromatography-mass spectrometry systems utilizing triple-quadrupole

time-of-flight mass spectrometry;

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

flight mass spectrometry;

• FT-IR—Fourier transform-infrared spectroscopy;

• NIR—Near-infrared spectroscopy; and

• Raman—Raman spectroscopy.

MALDI-TOF mass spectrometers utilize an ionization process to analyze solid samples using a
laser that combines high sample throughput with high mass range and sensitivity. Our MALDI-TOF
mass spectrometers are particularly useful for applications in clinical diagnostics, environmental and
taxonomical research and food processing and quality control. Specific applications include:
oligonucleotide and synthetic polymer analysis; protein identification and quantification; peptide de
novo sequencing; determination of post-translational modifications of proteins; interaction proteomics
and protein function analysis; drug discovery and development; and fast body fluid and tissue peptide
or protein biomarker detection. MALDI mass spectrometry allows users to classify and identify
microorganisms quickly and reliably with minimal sample preparation efforts and life cycle costs. Our
MALDI Biotyper solution, which serves the clinical microbiology market, enables identification,
taxonomical classification or dereplication of microorganisms like bacteria, yeasts and fungi.

ESI-TOF mass spectrometers utilize an electrospray ionization process to analyze liquid samples.
This ionization process, which does not dissociate the molecules, allows for rapid data acquisition and
analysis of large biological molecules. ESI-TOF mass spectrometers are particularly useful for:
identification, protein analysis and functional complex analysis in proteomics and protein function;
molecular identification in metabolomics, natural product and drug metabolite analysis; combinatorial
chemistry high throughput screening; and fast liquid chromatography mass spectrometry, or liquid
chromatography mass spectrometry (LC-MS), in drug discovery and development.

MRMS systems utilize high-field superconducting magnets to offer the highest resolution,
selectivity, and mass accuracy currently achievable in mass spectrometry. Our systems based on this
technology often eliminate the need for time-consuming separation techniques in complex mixture
analyses. In addition, our systems can fragment molecular ions to perform exact mass analysis on all
fragments to determine molecular structure. MRMS systems are particularly useful for: the study of the
structure and function of biomolecules, including proteins, DNA and natural products; complex mixture
analysis including body fluids or combinatorial libraries; high-throughput proteomics and metabolomics;
and top-down proteomics of intact proteins without the need for enzymatic digestion of the proteins
prior to analysis. We offer next-generation hybrid MRMS systems that combine a traditional external

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quadrupole mass selector and hexapole collision cell with a high-performance MRMS for further ion
dissociation, top-down proteomics tools and ultra-high resolution detection.

ITMS systems collect all ions simultaneously, which improves sensitivity relative to previous

quadrupole mass spectrometers. Ion trap mass spectrometers are particularly useful for sequencing and
identification based on peptide structural analysis, quantitative liquid chromatography mass
spectrometry, identification of combinatorial libraries and generally enhancing the speed and efficiency
of the drug discovery and development process.

GC-MS systems combine the features of gas chromatography and mass spectrometry to identify
different substances within a test sample. The two components, used together, allow for a finer degree
of substance identification than either system when used separately. The result is a quantitative analysis
of the components and the mass spectrum of each component. Our GC-MS systems are available in
triple quadrupole configurations and can be configured with a variety of options to suit a range of
applications. Our GC-MS systems have applications in food and product safety, forensics, clinical and
toxicology testing and environmental, pharmaceutical and chemical analysis.

LC-MS systems combine the separation features of liquid chromatography with the molecular
identification features of mass spectrometry to separate, identify and quantify different substances
within a test sample. As a complementary technique to GC-MS, which analyzes volatile compounds,
LC-MS can be used to analyze a wide range of non-volatile compounds in complex samples. Our
LC-MS systems are available in a wide range of configurations to suit a user’s specific needs. Although
primarily used for life science applications, our LC-MS systems also have applications in food and
product safety, forensics and clinical and toxicology testing, as well as environmental, pharmaceutical
and chemical analysis.

FT-IR spectrometers utilize the mid- and far-infrared regions of the electromagnetic spectrum. Our

FT-IR systems are commonly used for various quality control and materials research applications.

NIR spectrometers utilize the near-infrared region of the electromagnetic spectrum. Our NIR
instruments are primarily used for quality and process control applications in the pharmaceutical, food
and agriculture and chemical industries. The pharmaceutical industry is the leading user of NIR
instruments, and applications include quality control, research and development and process analytical
technology. The food and agricultural industry is the second largest user of NIR instrumentation, with
an increasing demand for food, feed and beverage quality control.

Raman spectroscopy provides information on molecular structure. The mechanism of Raman

scattering is different from that of infrared absorption, in that Raman and IR spectra provide
complementary information. Raman is useful for the identification of both organic and inorganic
compounds and functional groups. It is a nondestructive technique and can be used for the analysis of
both liquids and solids. Raman is well suited for use in the polymer and pharmaceutical industries, and
has applications in the metals, electronics and semiconductors industries. The technique also has
applications in life sciences, forensics and artwork authentication.

Additionally, the Bruker Detection product line offers a wide range of portable analytical and

bioanalytical detection systems and related products for CBRNE detection. Our customers use these
devices for nuclear, biological agent and chemical agent defense applications, anti-terrorism, law
enforcement and process and facilities monitoring. Our CBRNE detection products use many of the
same technology platforms as our life science products, as well as additional technologies, including
infrared stand-off detection and ion mobility spectrometry, for handheld chemical detectors. We also
provide integrated, comprehensive detection suites that include our multiple detection systems,
consumables, training and simulators.

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BSI NANO Segment

The BSI Nano Segment comprises the Bruker AXS, Bruker Nano Analytics, Bruker Nano Surfaces

and Metrology, Fluorescence Microscopy and Canopy Divisions. The Bruker AXS Division designs,
manufactures and distributes advanced X-ray instruments that use electromagnetic radiation with
extremely short wavelengths to determine the characteristics of matter and the three-dimensional
structure of molecules. This includes a product portfolio of instruments based on X-ray fluorescence
spectroscopy (XRF), X-ray diffraction (XRD) and X-ray micro computed tomography ((cid:2)CT), or X-ray
microscopy, as well as spark optical emission spectroscopy systems (S-OES) used to analyze the
concentration of elements in metallic samples.

The Bruker Nano Analytics Division manufactures and markets analytical tools for electron
microscopes, including energy-dispersive X-ray spectrometers (EDS), electron backscatter diffraction
systems (EBSD) and (cid:2)CT accessories, as well as mobile and bench top micro X-ray fluorescence
((cid:2)XRF), total reflection X-ray fluorescence spectrometers (TXRF) and handheld, portable and mobile
X-ray fluorescence (HMP-XRF) spectrometry instruments.

The Bruker Nano Surfaces and Metrology Division’s products include atomic force microscopy

instrumentation (AFM). Such instruments provide atomic or near atomic resolution of surface
topography and nanoscale, mechanical, electrical and chemical information using nano scale probes.
The Bruker Nano Surfaces and Metrology Division also provides non-contact nanometer resolution
solution topography through white light interferometry and stylus profilometry. In addition, the division
manufacturers and markets automated X-ray metrology, automated AFM defect-detection and
photomask repair and cleaning equipment for semiconductor process control.

The Fluorescence Microscopy Division provides advanced optical fluorescence microscopy

instruments with multi-photon, multipoint scanning confocal 3D super-resolution, light-sheet modalities
for studies in life science applications.

The Canopy Division provides products and services to support the multi-omics needs of

researchers in translational research, drug and biomarker discovery.

Customers of our BSI NANO Segment include academic institutions, governmental customers,

nanotechnology companies, semiconductor companies, raw material manufacturers, industrial
companies, biotechnology and pharmaceutical companies and other businesses involved in materials
analysis.

During 2020, we launched several new products for the life science research market, including
Vutura VXL, S2 PUMA II and Contour SP. We acquired Canopy Biosciences LLC, a manufacturer of
high multiplex biomarker imaging tools for immunology, immune-oncology, cell therapy and targeted
proteomics research.

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

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

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

• SC-XRD—Single crystal X-ray diffraction, often referred to as X-ray crystallography;
• (cid:2)CT—X-ray micro computed tomography, X-ray microscopy;

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

• EBSD—Electron backscatter diffraction on electron microscopes;

• S-OES—Spark optical emission spectroscopy;

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

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• AFM—Atomic force microscopy;

• FM—Fluorescence microscopy;

• SOM—Stylus and optical metrology;

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

• NanoIR—Nanoscale infrared spectroscopy;

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

• Canopy—Multiplexed fluorescence-based single cell imaging for suspended cells and tissues as

well as multi-omics sample characterization.

XRD systems investigate polycrystalline samples or thin films with single wavelength X-rays. The
atoms in the polycrystalline sample scatter the X-rays to create a unique diffraction pattern recorded by
a detector. Computer software processes the pattern and produces a variety of information, including
stress, texture, qualitative and quantitative phase composition, crystallite size, percent crystallinity and
layer thickness, composition, defects and density of thin films and semiconductor material. Our XRD
systems contribute to a reduction in the development cycles for new products in the catalyst, polymer,
electronic, optical material and semiconductor industries. Customers also use our XRD systems in
academic and government research, as well as in a variety of other fields, including forensics, art and
archaeology.

XRF systems determine the elemental composition of a material and provide a full qualitative and
quantitative analysis. Our XRF systems direct X-rays at a sample, and the atoms in the sample absorb
the X-ray energy. The elements in the sample then emit X-rays that are characteristic for each element.
The system collects the X-rays, and the software analyzes the resulting data to determine the elements
that are present. Our XRF products provide automated solutions on a turn-key basis for industrial
users that require automated, controlled production processes that reduce product and process cost,
increase output and improve product quality. Our XRF products cover substantially all of the periodic
table and can analyze solid, powder or liquid samples.

SC-XRD systems determine the three-dimensional structures of molecules in a chemical, mineral,
or biological substance being analyzed. SC-XRD systems have the capability to determine structure in
both small chemical molecules and larger biomolecules. SC-XRD systems direct an X-ray beam at a
solid, single crystal sample. The atoms in the crystal sample scatter the X-rays to create a precise
diffraction pattern recorded by an electronic detector. Software then reconstructs a model of the
structure and provides the unique arrangement of the atoms in the sample. This information on the
exact arrangement of atoms in the sample is a critical part of molecular analysis and can provide
insight into a variety of areas, including how a protein functions or interacts with a second molecule.
Our SC-XRD systems are designed for use in the life sciences industry, academic research and a
variety of other applications.

(cid:2)CT is X-ray imaging in 3D, by the same method used in hospital CT scans, but on a small scale

with massively increased resolution. 3D microscopy allows users to image the internal structure of
objects non-destructively on a very fine scale. Bruker (cid:2)CT is available in a range of easy-to-use desktop
instruments, which generate 3D images of the sample’s morphology and internal microstructure with
resolution down to the sub-micron level. Our (cid:2)CT systems are used for numerous applications in
materials research and in the life sciences industry.

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

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qualitative and quantitative chemical sample composition at the current beam position. EDS systems
allow for simultaneous analysis of all elements in the periodic table, beginning with atomic number 4
(beryllium). Our EDS systems are used for a range of applications, including nanotechnology and
advanced materials research, as well as materials analysis and quality control. Customers for EDS
systems include industrial customers, academia and government research facilities.

EBSD systems are used to perform quantitative microstructure analysis of crystalline samples in
electron microscopes. The microscope’s electron beam strikes the tilted sample and diffracted electrons
form a pattern on a fluorescent screen. This pattern is characteristic of the crystal structure and
orientation of the sample region from which it was generated. It provides the absolute crystal
orientation with sub-micron resolution. EBSD can be used to characterize materials with regard to
crystal orientation, texture, stress, strain and grain size. EBSD also allows the identification of
crystalline phases and their distribution and is applied to many industries such as metals processing,
aerospace, automotive, microelectronics and earth sciences.

S-OES instruments are used for analyzing metals. S-OES covers a broad range of applications for

metals analysis from pure metals trace analysis to high alloyed grades and allows for analysis of a
complete range of relevant elements simultaneously. S-OES instruments pass an electric spark onto a
sample, which burns the surface of the sample and causes atoms to jump to a higher orbit. Our
detectors quantify the light emitted by these atoms and help our customers to determine the elemental
composition of the material. This technique is widely used in production control laboratories of
foundries and steel mills.

CS/ONH carrier gas systems incorporate a furnace and infrared or thermal conductivity detection
to analyze inorganic materials for the determination of carbon, sulfur, nitrogen, oxygen and hydrogen.
Combustion and inert gas fusion analyzers are used for applications in metal production and
processing, chemicals, ceramics and cement, coal processing, oil refining and semiconductors.

AFM systems provide atomic or near-atomic resolution of material surface topography using a

nano-scale probe that is brought into light contact with the sample being investigated. In addition to
presenting a surface image, AFM can also provide quantitative nano-scale measurements of feature
sizes, material properties, electrical information, chemical properties and other sample characteristics.
Our AFM systems are used for applications in academic and governmental materials and biological
research and semiconductor, data storage hard drive, LED, battery, solar cells, polymers, and
pharmaceutical product development and manufacturing.

FM products use fluorescence microscopy to determine the structure and composition of life

science samples. Our products include two-photon microscopes, multipoint scanning confocal
microscopes, super-resolution microscopes, light-sheet microscopes, laser illumination sources,
photoactivation, photostimulation and photoablation accessories and synchronization and analysis
software. Two-photon microscopes allow imaging deep into tissues and cells and are used widely in
neuroscience. Multipoint scanning confocal systems allow live cell imaging with rapid acquisition of
images for structural and composition analysis. Super-resolution and single-molecule localization
microscopy products allow imaging below the optical diffraction limit by an order of magnitude. Light-
sheet based products allow fast 3D volume imaging with very low phototoxicity and photo-damage
effects enabling live cell and large volume imaging.

SOM systems provide atomic or near-atomic two dimensional and three-dimensional surface

resolution using white light interferometry, confocal optical and stylus profilometry methods. SOM
profilers range from low-cost manual tools for single measurements to advanced, highly automated
systems for production line quality assurance and quality control applications where the combination of
throughput, repeatability and reproducibility is essential. SOM profilers support a range of applications
in research, product development, tribology, quality control and failure analysis related to materials and
machining in the automotive, orthopedic, ophthalmic, high brightness LED, semiconductor, data
storage, optics and other markets.

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TMT systems provide a platform for all types of common mechanical, friction, durability, scratch
and indentation tests for a wide spectrum of materials. Tribology systems are utilized for both academic
research of the fundamental material properties and industrial applications in the semiconductor,
aerospace, petroleum, automotive and other industries.

NanoIR systems perform infrared (IR) spectroscopy at the nanoscale. Our systems use nanoprobe

technology similar to what is used in our atomic force microscopes to deliver quantitative chemical
information from the nanoscale to the sub-micron and macro scales. The NanoIR measurement gives
the user varying physical and chemical properties with nanoscale spatial resolution in a diverse range of
fields, including polymers, 2D materials, materials science, life science and the micro-electronics
industry. Our systems allow nanoscale IR absorption spectroscopy with interpretable IR spectra that
directly correlates to FTIR as well as the complementary technique of nanoscale s-SNOM. With our
broadband sources, these systems allow broadband scientific spectroscopy.

Alicona systems combine the functionalities of a micro coordinate measurement machine (CMM)

with those of a surface measurement system. These dimensional metrology systems are based on the
pioneering development of optical Focus-Variation measurement algorithms and provide the noncontact
measurement of form and roughness of complex, miniaturized geometries. These systems serve many
quality assurance application areas requiring precision measurement and dimensional metrology,
including aerospace, automotive, precision medical products, additive manufacturing, and micro
precision manufacturing.

Canopy provides digital spatial profiling services and instruments which include both our

ChipCytometry profiling instrument and ChipCytometry (single cell and spatial targeted proteomics)
and other services. These technologies, along with Canopy’s more basic IHC and FISH services, allow
researchers to elucidate gene and protein expression in a spatial context, which is useful for deep
biological insight into gene expression and for the development of biomarkers. Canopy also provides
transcriptional profiling services covering a variety of assays, including RNASeq and qPCR. Our
multi-omic services provide data elucidating gene expression, signaling pathways, and differential
expression trends on customer provided biological samples. These services generally incorporate a data
analysis service as well and can be utilized with multiple types of samples from very early discovery
research through clinical trials.

BEST Segment

The BEST Segment designs, manufactures and distributes superconducting materials, primarily
metallic low temperature superconductors, for use in magnetic resonance imaging, nuclear magnetic
resonance, fusion energy research and other applications. Additionally, BEST develops, manufactures
and markets sophisticated devices and complex tools based primarily on metallic low temperature
superconductors that have applications in ‘‘big science’’ research, including radio frequency accelerator
cavities and modules, power couplers and linear accelerators. BEST also manufactures and sells
non-superconducting high technology tools, such as synchrotron and beamline instrumentation,
principally to customers engaged in materials research and ‘‘big science’’ research projects.

Sales and Marketing

We maintain direct sales forces throughout North America, Europe, Russia, China, Japan, and
elsewhere in the Asia Pacific region. We also utilize indirect sales channels to reach customers. We
have various international distributors, independent sales representatives and various other
representatives in parts of Asia, Latin America, Africa, the Middle East and Eastern Europe. These
entities augment our direct sales force and provide coverage in areas where we do not have direct sales
personnel. In addition, we have adopted a distribution business model in which we engage in strategic
distribution alliances with other companies to address certain market segments. The sales cycle for our

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products is dependent on the size and complexity of the system and budgeting cycles of our customers.
Our sales cycle is typically three to twenty-four months for academic and high-end research products
and two weeks to six months for industrial products. The sales cycle of our low temperature
superconducting materials is typically four to twelve months, with cycles of certain high-end materials
exceeding one year. Sales of our high-end NMR and superconducting devices typically take more than
one year and certain large, complex contracts can take more than two years to complete.

We have well-equipped applications and demonstration facilities and qualified application
personnel who assist customers and provide product demonstrations in specific application areas. We
maintain our primary demonstration facilities at our production facilities, as well as in other key market
locations.

Seasonal Nature of Business

Historically, we have higher levels of revenue in the fourth quarter and lower levels of revenues in

the first quarter of the year, which we believe is influenced by our customers’ budgeting cycles.

Major Customers

We have a broad and diversified customer base and we do not depend on any single customer. No

single customer accounted for more than 10% of revenue in any of the last three fiscal years or more
than 10% of accounts receivable as of December 31, 2020 or 2019.

Competition

Our existing products and solutions and any products and solutions that we develop in the future

may compete in multiple, highly competitive markets. In addition, there has been a trend towards
consolidation in our industries and many of our competitors have substantially greater financial,
technical and marketing resources than we do. Our competitors may succeed in developing and offering
products that could render our products or those of our strategic partners obsolete or noncompetitive.
Our competitors may also have cost and price advantages based upon the value of their currencies
compared with the U.S. Dollar or Euro. In addition, many of these competitors have significantly more
experience in the life sciences, chemical and materials markets. Our ability to compete successfully will
depend on our ability to develop proprietary products that reach our target markets in a timely manner
and are technologically superior to and/or less expensive, or more cost effective, than products
marketed by our competitors. Current competitors or other companies may possess or develop
technologies and products that are more effective than ours. Our technologies and products may be
rendered obsolete or uneconomical by technological advances or by entirely different approaches
developed by one or more of our competitors.

We also compete with companies that provide analytical or automation tools based on technologies
other than those we offer. These technologies may prove to be more successful in meeting demands in
the markets that our products and solutions are intended to serve. In addition, other companies may
choose to enter our fields in the future. We believe that the principal competitive factors in our
markets are technology-based applications expertise, product specifications, functionality, reliability,
marketing expertise, distribution capability, proprietary patent portfolios and cost effectiveness.

BSI Life Science Segment Competition

The Bruker BioSpin Group competes with companies that offer magnetic resonance spectrometers,

mainly JEOL and Oxford Instruments. In the field of preclinical imaging, Bruker BioSpin competes
with Perkin Elmer, Mediso, Trifoil, MR Solutions and others. The Bruker CALID Group competes
with a variety of companies that offer mass spectrometry-based systems. Bruker CALID’s competitors
in the life science markets and chemical and applied markets include Danaher, Agilent, GE-Healthcare,

13

Waters, Thermo Fisher Scientific, Shimadzu, Hitachi and JEOL. In the microbiology market, Bruker
CALID competes with Biomerieux. In molecular diagnostics, Bruker CALID competes with a number
of companies offering products for infectious disease diagnostics. Bruker CALID also competes with a
variety of companies that offer molecular spectrometry-based systems, including Thermo Fisher
Scientific, PerkinElmer, Agilent, Foss, ABB Bomem, Buchi, Shimadzu and Jasco. Bruker CALID’s
CBRNE detection customers are highly fragmented, and it competes with a number of companies in
this area, of which the most significant competitor is Smiths Detection.

BSI NANO Segment Competition

The BSI NANO Segment competes with companies that offer analytical X-ray solutions, OES

systems, AFM and SOM systems and optical fluorescence systems, primarily Rigaku, Oxford
Instruments, Agilent, Thermo Fisher Scientific, Ametek’s Spectro and Edax divisions, PANalytical, Park
Systems, Olympus, Nikon, Zeiss and Danaher’s Leica business.

BEST Segment Competition

BEST competes with Luvata, Western Superconducting Technologies Co., Ltd. (WST), and
Jastec Co., Ltd. in low temperature superconducting materials. BEST further competes with Zanon,
Mitsubishi Electric and AES in the development and supply of accelerator cavities, with Thales, Toshiba
and CPI International in the development and supply of radio frequency couplers, with Mitsubishi
Heavy Industries in the development and supply of superconducting accelerator modules and with AES
and Thales for electron linear accelerators.

Manufacturing and Supplies

Several of our manufacturing facilities are certified under ISO 9001:2008 and ISO 13485,
international quality standards. We manufacture and test our magnetic resonance products at our
facilities in Faellanden, Switzerland; Wissembourg, France; and Karlsruhe, Germany. We manufacture
and test our preclinical imaging products at our facilities in Ettlingen, Germany; Wissembourg, France;
Kontich, Belgium; and Faellanden, Switzerland. We manufacture and test our mass spectrometry
products, including CBRNE detection products, at our facilities in Bremen, Germany. We principally
manufacture and test our molecular spectroscopy products, including CBRNE detection products, at
our facilities in Ettlingen, Germany. We manufacture and test our X-ray, OES and AFM products at
our facilities in Penang, Malaysia; Karlsruhe, Germany; Berlin, Germany; Santa Barbara, California,
U.S.A.; Kennewick, Washington, U.S.A.; and Migdal Ha’Emek, Israel. We manufacture and test the
majority of our energy and superconducting products at our facilities in Hanau, Germany; Bergisch
Gladbach, Germany; Perth, Scotland; and Carteret, New Jersey, U.S.A. Manufacturing processes at our
facilities in Europe, Israel and California, U.S.A. include all phases of manufacturing, such as
machining, fabrication, subassembly, system assembly, and final testing. Our other facilities primarily
perform high-level assembly, system integration and final testing. We typically manufacture critical
components in-house to ensure key competence and outsource to third party manufacturers non-critical
components.

We purchase materials and components from various suppliers that are either standard products or
built to our specifications. We obtain some of the components included in our products from a limited
group of suppliers or from a single-source supplier for items such as charge coupled device area
detectors, X-ray tubes, robotics, infrared optics and others. BEST has an ongoing collaboration and a
joint technology development agreement with Allegheny Technologies Incorporated to advance
state-of-the-art niobium-based superconductors, including those used in MRI magnets for the medical
industry, and preclinical MRI magnets used in the life-science tools industry.

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Research and Development

We commit substantial capital and resources to internal and collaborative research and
development projects in order to provide innovative products and solutions to our customers. We
conduct research primarily to enhance system performance and improve the reliability of existing
products, and to develop revolutionary new products and solutions. Our research and development
efforts are conducted for the relevant products within each of the operating segments, as well as in
collaboration with others on areas such as microfluidics, automation and workflow management
software. We have been the recipient of government grants from Germany and the United States for
various projects related to early-stage research and development. We have generally retained, at a
minimum, non-exclusive rights to any items or enhancements we develop under these grants. The
German government requires that we use and market technology developed under grants in order to
retain our rights to the technology. We have also accepted some sponsored research contracts from
private sources.

BSI Life Science Segment Research and Development

The research and development performed in the Bruker BioSpin Group and in the CALID Group
is primarily conducted at our facilities in Bremen and Ettlingen, Germany; Faellanden, Switzerland and
Wissembourg, France. The Bruker BioSpin Group maintains technical competencies in core magnetic
resonance technologies and single- and multimodal imaging technologies and capabilities, including
NMR, EPR, MRI, MPI, PET and CT. The most recent technological innovations included Bruker’s
GHz-class ultra-high field NMR product line, enabling novel research in functional structural biology of
proteins and protein complexes. In 2020, we delivered and successfully installed our first NMR systems
at the 1.2 GHz magnetic strength, the AvanceTM NEO 1.2 GHz NMR. In addition to ultra-high field
NMR, we are also developing preclinical MRI magnets of up to 18 Tesla. We have developed and
introduced various new NMR probes, including low temperature magic angle spinning (MAS) probes
for the analysis of complex biomolecules and materials, as well as new CP/MAS CryoProbes for
material science research. Bruker is incorporating artificial intelligence Deep Learning capabilities into
its NMR software to improve signal detection and we are adding advanced software tools for
automated workflows and 3D conformational and configurational analysis. We have incorporated
remote monitoring tools of labs and systems to increase system protection and support our customers
with expert supervision. We recently introduced our next-generation, high-performance 80 MHz
FT-NMR benchtop spectrometer with new capabilities for organic and medicinal chemistry research,
teaching and synthesis verification.

The Bruker CALID Group maintains technical competencies in core mass spectrometry

technologies and capabilities, including: MALDI, ESI and EI/CI ion source, TOF, TOF/TOF, ion traps,
MRMS, quadrupole and IMS analyzers and bioinformatics. Recent projects include the innovative
timsTOF mass spectrometer for separation and analysis of unresolved compounds and conformations.
The Bruker CALID Group also maintains technical competencies in core vibrational spectroscopy
technologies and capabilities, including FT-IR, NIR and Raman.

BSI NANO Segment Research and Development

The research and development performed in the BSI NANO Segment is primarily conducted at

our facilities in Karlsruhe, Berlin and Leipzig, Germany; Penang, Malaysia; Madison, Wisconsin, Eden
Prairie, Minnesota, San Jose and Santa Barbara, California, and St. Louis, Missouri, U.S.A. The BSI
NANO Segment maintains technical competencies in core X-ray technologies and capabilities, including
detectors used to sense X-ray and X-ray diffraction patterns, X-ray sources and optics that generate
and focus the X-rays, robotics and sample handling equipment that holds and manipulates the
experimental material, and software that generates the structural data. Recent projects include
fluorescence microscopy with simultaneous, all-optical stimulation and imaging platforms for

15

optogenetics neuroscience research and light sheet cell microscopy systems, which enable brain research
and high-resolution live cell research. The BSI NANO Segment also has competencies in AFM
technology, which involve sub-angstrom level position and motion control, as well as sub-pico newton
force control. The BSI NANO Segment technologies also include 3D optical inference-based
microscopy, stylus profilometry, tribology testing, nano-indentation, optical fluorescence two-photon
microscopy, multipoint scanning microscopy, high-speed, 3D super-resolution florescence microscopy
and spatial biology and single-cell targeted proteomics technologies. Recent innovations include
elemental analyzer systems for advanced applications and research and simultaneous, all-optical
stimulation and imaging platforms for neuroscience applications.

BEST Segment Research and Development

The research and development performed in the BEST Segment is primarily conducted at our

facilities in Hanau and Bergisch Gladbach, Germany; and Carteret, New Jersey, U.S.A. BEST
maintains technical competencies in the production and development of low and high temperature
superconducting materials and devices. BEST and CERN (European Organization for Nuclear
Research, Geneva, Switzerland) have an ongoing research and development agreement to advance the
state of art with niobium-tin based superconductors used in particle accelerators and other large scale
scientific magnets systems.

Intellectual Property

Our intellectual property consists of patents, copyrights, trade secrets, know-how, and trademarks.
Protection of our intellectual property is a strategic priority for our businesses because of the length of
time and expense associated with bringing new products through the development process and to the
marketplace. We have a substantial patent portfolio, and we intend to file additional patent applications
as appropriate. We believe our owned and licensed patent portfolio provides us with a competitive
advantage. This portfolio permits us to maintain access to a number of key technologies. We license
our owned patent rights where appropriate. We intend to enforce our patent rights against infringers, if
necessary. The patent positions of life sciences tools companies involve complex legal and factual
questions. As a result, we cannot predict the enforceability of our patents with certainty. In addition,
we are aware of the existence from time to time of patents in certain countries, which, if valid, could
impair our ability to manufacture and sell products in these countries.

We also rely upon trade secrets, know-how, trademarks, copyright protection and licensing to
develop and maintain our competitive position. We generally require the execution of confidentiality
agreements by our employees, consultants, and other scientific advisors. These agreements provide that
all confidential information made known during the course of a relationship with us will be held in
confidence and used only for our benefit. In addition, these agreements provide that we own all
inventions generated during the course of the relationship.

Government Contracts

We are a party to various government contracts. Under some of these government contracts, the

government may receive license or similar rights to intellectual property developed under the contract.
However, under government contracts we enter we generally receive at least non-exclusive rights to any
items or technologies we develop. Although we transact business with various government agencies, we
believe that no government contract is of such magnitude that a renegotiation of profits or termination
of the contract or subcontracts at the election of the government would have a material adverse effect
on our financial results.

16

Government Regulation

We are required to comply with federal, state, and local environmental protection regulations. We

do not expect this compliance to have a significant impact on our capital spending, earnings or
competitive position.

Our products are subject to the U.S. Food and Drug Administration’s, or the FDA’s, requirements

for electronic radiation emitting products, which include requirements related to record-keeping and
reporting; labeling; notification; product repairs, replacements and refunds; importations; and
performance standards. For example, prior to introducing a product in the United States, our Bruker
AXS subsidiary provides notice to the FDA in the form of a Radiation Safety Initial Product
Abbreviated Report, which provides identification information and operating characteristics of the
product. If the FDA finds that the report is complete, it provides approval in the form of what is
known as an accession number. Bruker AXS may not market a product until it has received an
accession number. In addition, Bruker AXS submits an annual report to the FDA that includes the
radiation safety history of all products it sells in the United States. Bruker AXS is required to report to
the FDA incidents of accidental exposure to radiation arising from the manufacture, testing, or use of
any of its products. Bruker AXS also reports installations of its products to state government regulatory
agencies responsible for the regulation of radiation emitting devices. For sales in Germany, Bruker
AXS registers each system with the local authorities. In some countries where Bruker AXS sells
systems, Bruker AXS uses the license we obtained from the federal authorities in Germany to assist it
in obtaining a license from the country in which the sale occurs.

Our Bruker AXS subsidiary possesses low-level radiation materials licenses from the local radiation

safety authority, Gewerbeaufsichtsamt Karlsruhe, for its facility in Karlsruhe, Germany; and from the
local radiation safety authority, Kanagawa Prefecture, for its facility in Yokohama, Japan, as well as
from various other countries in which it sells its products. Our Bruker Daltonics subsidiary possesses
low-level radiation licenses for facilities in Billerica, Massachusetts and Leipzig, Germany. The U.S.
Nuclear Regulatory Commission also has regulations concerning the exposure of our employees to
radiation.

Certain of our clinical products are subject to regulation as medical devices in the United States by

the FDA and by similar regulatory bodies in other countries where such products are sold. The
regulatory requirements imposed by the FDA and other regulatory bodies govern a wide variety of
product-related activities, from quality management, design and development to labeling,
manufacturing, promotion, sales, and distribution. As such, we continually invest in our manufacturing
infrastructure to gain and maintain certifications and registrations necessary for the relevant level of
regulatory clearance. We also are required to maintain processes and systems for medical device
product submissions. For example, our MALDI Biotyper CA system is subject to regulation by the
FDA as a medical device and requires FDA premarket review and clearance via the 510(k) premarket
notification process and our IVD-CE Certified MALDI BioTyper system is subject to regulation in the
European Union under the provisions of Directive 98/79/EC. In addition, certain product changes,
including changes to the product indications or label claims, could trigger the requirement for a new
510(k) or other FDA or foreign regulatory premarket submission. The process of obtaining marketing
approval, authorization, or clearance from the FDA and comparable foreign regulatory authorities for
new products, or for enhancements or modifications to existing products, could take a significant
amount of time, require the expenditure of substantial financial and other resources, and require
rigorous and expensive pre-clinical and clinical testing. Additionally, the FDA or comparable foreign
regulatory authorities could impose limitations on the indications for use of our products. Should we
pursue an FDA or comparable foreign regulatory authority clearance, authorization, or approval for a
new device or device modification, we cannot be certain that we will receive required clearance,
authorization, or approval on a timely basis or at all. The failure to receive clearance, authorization, or

17

approval for significant new products or modifications to existing products on a timely basis or at all
could have a material, adverse effect on our financial condition and results of operations.

Both before and after a medical device product is commercially released, we have ongoing
responsibilities under FDA and foreign regulations. For example, we are required to comply with the
FDA’s Quality System Regulation, which sets forth the good manufacturing requirements for medical
devices. These include requirements related to design controls, production and process controls, process
validation, purchasing controls, supplier oversight, complaint handling and investigation, corrective and
preventative actions, and record-keeping. In addition, the FDA’s medical device reporting regulation
requires us to provide information to the FDA whenever we become aware that there is evidence that
reasonably suggests that a device may have caused or contributed to a death or serious injury or, that a
malfunction occurred which would be likely to cause or contribute to a death or serious injury upon
recurrence. The FDA and comparable foreign regulatory authorities also regulate the promotion and
marketing of medical devices and require that manufacturers only make promotional claims or
statements that are consistent with the indications and labeling cleared, authorized, or approved by the
FDA or other regulatory authorities. The FDA and comparable foreign regulatory authorities may take
enforcement action against us, should the FDA determine we have engaged in ‘‘off-label’’ promotion or
other violative marketing activities.

The European Union Directive will be replaced in May 2022 by the IVD Regulation (EU)

2017/746. The regime changes significantly with the new Regulation, which requires clinical evidence to
demonstrate the claimed benefits and safety of the device in relation to its stated purpose, stricter
classification and CE-marking requirements and ongoing post-market follow-up to ensure conformity.
The Regulation requires new databases to be set up to track which devices are CE marked and to
register clinical studies and post-market monitoring. In addition, tracing is enhanced by a Unique
Device Identification (UDI) System and through requirements on other economic operators in the
supply chain. Our products currently approved under the Directive, and not already placed on the
market or put into service, must be recertified under the Regulation by May 2024.

Backlog

Our backlog consists of firm orders under non-cancellable purchase orders received from
customers. Total system backlog at December 31, 2020 and 2019 was approximately $2,006.7 million
and $1,855.3 million, respectively. The increase in our backlog in 2020 when compared to 2019 is due
to recovering performance in our BSI order bookings at December 31, 2020. We anticipate that
approximately 67.3% of the backlog as of December 31, 2020 will be filled in 2021. We generally
experience variable and fluctuating revenues in the first three quarters of the year, while our fourth
quarter revenues have historically been stronger than the rest of the year. 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.

Human Capital

We are committed to enabling scientists to make breakthrough discoveries and develop new
applications that improve the quality of human life. Our employees are a critical component of that
mission. We strive to attract, develop and retain top talent by offering our employees a challenging but
rewarding work experience, as well as competitive compensation and benefits. Further, we are
dedicated to creating a work environment that promotes integrity, respect and trust among our
employees.

As of December 31, 2020 and 2019, we had approximately 7,400 and 7,230 full-time employees
worldwide, respectively. Of these employees, approximately 1,180 and 1,225 were located in the United

18

States at December 31, 2020 and 2019, respectively. Our senior leadership team is 67% male and
33% female.

The table below provides our employees by functional area.

Number of
Employees

2020

2019

Production and distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling and marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Research and development

3,570
1,770
825
1,235

3,505
1,740
780
1,205

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7,400

7,230

We also devote resources to training and development, including educational assistance for career-

enhancing academic and professional programs. Further, we invest time in identifying high-potential
future leaders and working with them on individual development plans. We recognize that our success
is based on the collective talents and dedication of those we employ, and we are highly invested in their
success.

Additionally, we are committed to promoting diversity across our organization. We are actively

working to expand the diversity of our workforce by embracing a variety of different perspectives and
fostering an inclusive work environment for all of our employees. As part of our efforts, we seek to
identify and recruit employees with diverse professional experiences, skills and backgrounds, as well
employees from diverse gender, racial and ethnic backgrounds.

Available Information

We maintain a website at www.bruker.com. We make available on our website documents describing

our corporate governance and our Code of Conduct. We are not including the information contained
on our website as a part of, or incorporating it by reference into, this Annual Report on Form 10-K.
We make available free of charge through our website our annual reports on Form 10-K, our proxy
statements, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to these
reports filed with or furnished to the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act, as
soon as reasonably practicable after they are electronically filed with or furnished to the SEC. The SEC
also maintains an internet site that contains reports, proxy and information statements and other
information regarding our filings at www.sec.gov.

ITEM 1A RISK FACTORS

The following risk factors should be considered in conjunction with the other information included
in this Annual Report on Form 10-K. This report may include forward-looking statements that involve
risks and uncertainties. In addition to those risk factors discussed elsewhere in this report, we identify
the following risk factors, which could affect our actual results and cause actual results to differ
materially from those in the forward-looking statements.

Risk Factor Summary

Our business is subject to numerous risks and uncertainties, including those described in

Item 1A ‘‘Risk Factors.’’ These risks include, but are not limited to, the following:

• Our financial condition and results of operations for fiscal 2021 will be adversely affected by the

ongoing COVID-19 pandemic;

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• Unfavorable economic or political conditions in the countries in which we operate may have an

adverse impact on our business results or financial condition;

• We derive a significant portion of our revenue from international sales and are subject to the

operational risks of doing business in foreign countries;

• If our products fail to achieve and sustain sufficient market acceptance across their broad

intended range of applications, we will not generate expected revenue;

• Our products compete in markets that are subject to rapid technological change, and one or

more of the technologies underlying our products could be made obsolete by new technology;

• If investment in life and material science research spending declines, our ability to generate

revenue may suffer;

• Any reduction in the capital resources or government funding of our customers could reduce our

sales and impede our ability to generate revenue;

• Disruptions at any of our manufacturing facilities could adversely affect our business;

• In addition to the risks applicable to our life science and materials analysis products, our
CBRNE detection products are subject to a number of additional risks, including lengthy
product development and contract negotiation periods and certain risks inherent in long-term
government contracts;

• Our debt may adversely affect our cash flow and may restrict our investment opportunities or

limit our activities;

• If we lose our strategic partners, our marketing and sales efforts could be impaired;

• We face risks related to sales through distributors and other third parties that we do not control,

which could harm our business;

• Our operations are dependent upon a limited number of suppliers and contract manufacturers;

• Supply shortages and increasing prices of raw materials could adversely affect the gross profit of

the Bruker BioSpin Group and the BEST Segment;

• If we are unable to effectively protect our intellectual property, third parties may use our

technology, which would impair our ability to compete in our markets;

• We may be involved in lawsuits to protect or enforce our patents that are brought by us which

could be expensive and time consuming and, if determined adversely, could adversely affect our
patent position;

• Our manufacture and sale of products could lead to product liability claims for which we could

have substantial liability;

• Responding to claims relating to improper handling, storage or disposal of hazardous chemicals
and radioactive and biological materials which we use could be time consuming and costly; and

• We operate as an entrepreneurial, decentralized company, which presents both benefits and

certain risks. In particular, significant growth in a decentralized operating model may put strain
on certain business group resources and our corporate functions, which could materially and
adversely affect our business, financial condition and results of operations.

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Risks Related to Our Business and Industry

Our financial condition and results of operations for fiscal 2021 may continue to be adversely affected by the
ongoing novel coronavirus disease- 2019, or COVID-19, pandemic.

In December 2019, a novel strain of coronavirus, now referred to as COVID-19, surfaced in
Wuhan, China. In March 2020, the COVID-19 outbreak was declared a pandemic by the World Health
Organization. The virus has spread globally. The impact of this pandemic has been and will likely
continue to be extensive in many aspects of society, which has resulted in and will likely continue to
result in disruptions to the global economy, as well as businesses and capital markets around the world.
Impacts to our business include temporary closures of many of our government and university
customers and our suppliers, disruptions or restrictions on our employees’ and customers’ ability to
travel, and delays in product installations or shipments to and from affected countries.

In an effort to halt the outbreak of COVID-19, a number of countries, including the United
States, have implemented and continue to implement significant restrictions on travel, shelter in place
or stay at home orders, business closures and occupancy limitations. Certain jurisdictions, including
many within the United States, have also begun implementing policies with the goal of re-opening these
markets only to return to restrictions in the face of increases in new COVID-19 cases or new strains of
the virus. For example, a number of states, including California, Massachusetts and New Jersey where
we have significant operations, issued shelter in place or stay-at-home orders during the first half of
2020. Although these states have begun implementing phased re-opening policies, many of our
employees in these areas continue to work remotely and any re-openings may be delayed or pulled
back if the virus continues to spread or if cases increase as a result of children returning to school. We
have experienced decreased work efficiency and productivity as a result of the increased number of our
employees working from home. In addition, with this remote working model where employees are
increasingly accessing our systems through VPN or remote internet connections, we may be subject to
increased security risks, including the risks of cyberattacks or data breaches. Additionally, if any of our
key leaders contract the virus and are unable to perform their duties for a period of time as the result
of illness, our business, results of operations or financial condition could be adversely affected.

In addition, in 2020, a number of our production facilities had to either temporarily close or
operate on a reduced capacity. Most commercial activities in sales and marketing, and customer
demonstrations and applications training, are either being conducted remotely or postponed. Customer
purchasing departments are operating at reduced capacity, and many customers have delayed or cut
capital expenditures and operating budgets. Even where customers have re-opened their sites, they may
not be operating at pre-pandemic productivity levels in an effort to accommodate safety protocols. Any
resurgence of the virus or the emergence of new strains of the virus may require us and our customers
to close or partially close operations once again. These travel restrictions, business closures and
operating reductions at Bruker, our customers, our distributors, and/or our suppliers have adversely
impacted and will likely continue to adversely impact our operations worldwide, including our ability to
manufacture, sell or distribute our products, as well as cause temporary closures of our foreign
distributors, or the facilities of suppliers or customers. These disruptions of our employees, distributors,
suppliers or customers have impacted and will likely continue to impact our global sales and operating
results. During 2020, our revenue declined 4.1% compared to 2019, primarily due to COVID-19 related
disruptions.

We continue to monitor and assess the effects of the COVID-19 pandemic on our commercial

operations, including its continued impact on our revenue and operations in 2021 and beyond.
However, we cannot at this time accurately predict what effects these conditions will ultimately have on
our operations due to continued uncertainties relating to the length or the severity of the disease, the
duration of the outbreak, and the length or severity of the travel restrictions, business closures, and

21

other safety and precautionary measures imposed by the governments of impacted countries or the
effectiveness of any COVID-19 vaccines.

Unfavorable economic or political conditions in the countries in which we operate may have an adverse
impact on our business results or financial condition.

Our businesses and results of operations are affected by international, national and regional
economic and political conditions. Our businesses or financial results may be adversely impacted by
unfavorable changes in economic or political conditions in the countries and markets in which we
operate, including, among others, adverse changes in interest rates or tax rates, volatility in financial
and commodity markets, contraction in the availability of credit in the marketplace, and changes in
capital spending patterns.

Our revenue from U.S. operations represented approximately 23% and 26% of total consolidated

revenue for fiscal 2020 and 2019, respectively. Our revenue from operations in Europe represented
approximately 38% and 35% of total consolidated revenue for the fiscal years 2020 and 2019,
respectively. Our revenue from operations in the Asia Pacific region represented approximately 32%
and 31% of total consolidated revenue in each of the corresponding periods. Economic factors that
could adversely influence demand for our products include continued uncertainty about global
economic conditions, including as a result of the pandemic, leading to ongoing reductions in
investment, changes in government spending levels and/or priorities, the size and availability of
government budgets, customers’ and suppliers’ access to credit and other macroeconomic factors
affecting government, academic or industrial spending behavior. Slower economic growth or a
deterioration in economic conditions could result in a decrease in government funding for scientific
research, a delay in orders from current or potential customers or a reduction in purchases of our
products.

We cannot predict how changes in economic conditions or political instability will affect our
customers and suppliers or how any negative impact on our customers and suppliers might adversely
impact our business results or financial condition.

We derive a significant portion of our revenue from international sales and are subject to the operational risks
of doing business in foreign countries.

International sales account, and are expected to continue to account, for a significant portion of
our total revenues. Our revenue from non-U.S. operations represented approximately 77% and 74% of
our total consolidated revenue for fiscal 2020 and 2019, respectively. Our international operations are,
and will continue to be, subject to a variety of risks associated with conducting business internationally,
many of which are beyond our control. These risks, which may adversely affect our ability to achieve
and maintain profitability and our ability to sell our products internationally, include:

• changes in foreign currency translation rates;

• changes in regulatory requirements;

• legislation and regulation, including tariffs, relating to the import or export of high technology

products;

• the imposition of government controls;

• political and economic instability, including the impact of COVID-19, the possibility of an

economic recession in certain key markets such as Germany, international hostilities, acts of
terrorism and governmental restrictions, inflation, trade relationships and military and political
alliances;

• costs and risks of deploying systems in foreign countries;

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• compliance with export laws and controls and trade embargoes in multiple jurisdictions;

• limited intellectual property rights;

• the burden of complying with a wide variety of complex foreign laws and treaties, including
unfavorable labor regulations, specifically those applicable to our European operations; and

• compliance with U.S. and local laws affecting the activities of U.S. companies abroad, including

the United States Foreign Corrupt Practices Act, or FCPA, and local anti-bribery laws.

The United States has implemented tariffs on certain imported goods. These additional tariffs
could include items imported by us from China or other countries. In addition, China has imposed
tariffs on a wide range of American products in retaliation for these new American tariffs. As a result,
there is a concern that the imposition of additional tariffs by the United States, could result in the
adoption of additional tariffs by China and other countries as well. Any resulting trade war could
negatively impact the global market for scientific instruments and could have a significant adverse
effect on our business. The imposition of tariffs on items imported by us from China or other countries
could increase our costs and could result in lowering our gross margin on products sold. Conversely,
China imposing tariffs on items that we export to China, could adversely impact our customers’ ability
to purchase our products and our competitive position in China or increase our costs, which could have
a material adverse effect on our business and results of operations.

We must also comply with the European Union General Data Protection Regulation (GDPR) and

other similar regulations in other countries. The goal of the regulation is to increase individual rights
and protections for personal data located in or originating from the European Union. GDPR is
extraterritorial in that it applies to all business within the European Union and any business located
outside of the European Union that processes personal data of individuals located within the European
Union. There are significant fines associated with non-compliance. In 2020, the Court of Justice of the
European Union invalidated the EU-US Privacy Shield Framework, removed a key mechanism for
transfers of personal data from the European Union to the United States and altered the international
data transfer under GDPR. The decision has caused uncertainty for multinational companies about
how they can properly transfer personal data from the EU to the US and the cost and effort to comply
with such decision could cause disruption of data transfers and have a material adverse effect on our
business.

While the impact of these factors is difficult to predict, any one or more of these factors could

adversely affect our operations in the future.

We previously had identified material weaknesses in our internal control over financial reporting, which has
now been remediated. Any failure to maintain effective internal control over financial reporting could result in
material misstatements in our financial statements and cause investors to lose confidence in our reported
financial information, which in turn could cause the trading price of our securities to decline.

Our management is responsible for establishing and maintaining adequate internal control over
our financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. As disclosed
in our Annual Report on Form 10-K for the year ended December 31, 2019, management identified
material weaknesses in our internal control over financial reporting as of the end of the end of that
fiscal year.

A material weakness is a deficiency, or combination of deficiencies, in internal control over
financial reporting, such that there is a reasonable possibility that a material misstatement of our
annual or interim financial statements will not be prevented or detected on a timely basis.

Effective internal controls are necessary for us to provide reliable and accurate financial statements

and to effectively prevent fraud. We devote significant resources and time to comply with the internal

23

control over financial reporting requirements of the Sarbanes Oxley Act of 2002 and continue to
enhance our controls. In the year ended December 31, 2020, we remediated the previously disclosed
material weakness in our internal controls over the accounting for income taxes and revenue
recognition. However, we cannot be certain that we will be able to prevent future significant
deficiencies or material weaknesses. Inadequate internal controls could cause investors to lose
confidence in our reported financial information, which could have a negative effect on investor
confidence in our financial statements, the trading price of our stock and our access to capital.

We may lose money when we exchange foreign currency received from international sales into U.S. Dollars.

A significant portion of our business is conducted in currencies other than the U.S. Dollar, which
is our reporting currency. As a result, currency fluctuations among the U.S. Dollar and the currencies
in which we do business have caused, and will continue to cause, foreign currency translation gains and
losses. In addition, currency fluctuations could cause the price of our products to be more or less
competitive than our principal competitors’ products. Currency fluctuations will increase or decrease
our cost structure relative to those of our competitors, which could lessen the demand for our products
and affect our competitive position. From time to time we enter into certain hedging transactions
and/or option and foreign currency exchange contracts which are intended to offset some of the market
risk associated with our sales denominated in foreign currencies. We cannot predict the effectiveness of
these transactions or their impact upon our future operating results, and from time to time they may
negatively affect our quarterly earnings.

Our reported financial results may be adversely affected by fluctuations in currency exchange rates.

In addition to the foreign currency exposure associated with differences between where our

products are manufactured and sold by us and our competitors, our exposure to currency exchange rate
fluctuations results from the currency translation exposure associated with the preparation of our
consolidated financial statements, as well as from the exposure associated with transactions of our
subsidiaries that are denominated in a currency other than the respective subsidiary’s functional
currency. While our financial results are reported in U.S. Dollars, the financial statements of many of
our subsidiaries outside the U.S. are prepared using the local currency as the functional currency.
During consolidation, these results are translated into U.S. Dollars by applying appropriate exchange
rates. As a result, fluctuations in the exchange rate of the U.S. Dollar relative to the local currencies in
which our foreign subsidiaries report could cause significant fluctuations in our reported results.
Moreover, as exchange rates vary, revenue and other operating results may differ materially from our
expectations. The effects of changes in currency exchange rates increased our 2020 revenue by
approximately $29.4 million, or 1.4%, decreased our 2019 revenue by approximately $50.3 million, or
2.7%, and increased our 2018 revenue by approximately $25.5 million, or 1.4%. Adjustments resulting
from financial statement translations are included as a separate component of shareholders’ equity. In
the years ended December 31, 2020 and 2019, we recorded net gains from currency translation
adjustments of $22.0 million and net losses of $20.0 million, respectively.

Additionally, to the extent monetary assets and liabilities, including cash and debt, are held in a
different currency than the reporting subsidiary’s functional currency, fluctuations in currency exchange
rates may have a significant impact on our reported financial results, and may lead to increased
earnings volatility. We may record significant gains or losses related to both the translation of assets
and liabilities held by our subsidiaries into local currencies and the remeasurement of inter-company
receivables and loan balances.

24

Goodwill, intangible assets and other long-lived assets are subject to impairment which could negatively
impact our operating results.

We have recorded goodwill, intangible assets and other long-lived assets that must be periodically

evaluated for potential impairment. We assess the realizability of the reported goodwill, intangible
assets and other long-lived assets annually, as well as whenever events or changes in circumstances
indicate that the assets may be impaired. These events or circumstances generally include operating
losses or a significant decline in the earnings associated with the reporting unit these assets are
reported within. A decline in our stock price and market capitalization may also cause us to consider
whether goodwill, intangible assets and other long-lived assets may require an impairment assessment.
Our ability to realize the value of these assets will depend on the future cash flows of the reporting
unit in addition to how well we integrate the businesses we acquire. We did not record any impairment
losses for the year ended December 31, 2020. We have recorded impairment losses of $1.7 million and
$0.6 million for the years ended December 31, 2019 and 2018, respectively.

If our products fail to achieve and sustain sufficient market acceptance across their broad intended range of
applications, we will not generate expected revenue.

Our business strategy depends on our ability to successfully commercialize a broad range of

products based on our technology platforms, including magnetic resonance technology, pre-clinical
imaging technology, mass spectrometry technology, X-ray technology, atomic force microscopy
technology, stylus and optical metrology technology, fluorescence microscopy technology, infrared
technology and superconducting magnet technologies for use in a variety of life science, chemistry and
materials analysis applications. Some of our products have only recently been commercially launched
and have achieved only limited sales to date. The commercial success of our products depends on
obtaining and expanding market acceptance by a diverse array of industrial, academic, clinical,
pharmaceutical, biotechnology, applied, medical research and governmental customers around the
world. We may fail to achieve or sustain substantial market acceptance for our products across the full
range of our intended applications or in one or more of our principal intended applications. Any such
failure could decrease our sales and revenue. To succeed, we must convince substantial numbers of
potential customers to invest in new systems or replace their existing techniques with techniques
employing our systems. Limited funding available for capital acquisitions by our customers, as well as
our customers’ own internal purchasing approval policies, could hinder market acceptance of our
products. Our intended customers may be reluctant to make the substantial capital investment generally
needed to acquire our products or to incur the training and other costs involved with replacing their
existing systems with our products. We also may not be able to convince our intended customers that
our systems are an attractive and cost-effective alternative to other technologies and systems for the
acquisition, analysis and management of molecular, cellular and microscopic information. Because of
these and other factors, our products may fail to gain or sustain market acceptance.

Our products compete in markets that are subject to rapid technological change, and one or more of the
technologies underlying our products could be made obsolete by new technology.

The market for discovery and analysis tools is characterized by rapid technological change and

frequent new product introductions. Rapidly changing technology could make some or all of our
product lines obsolete unless we are able to continually improve our existing products and develop new
products. Because substantially all of our products are based on our technology platforms, including
magnetic resonance technology, mass spectrometry technology, X-ray technology, atomic force
microscopy technology, fluorescence microscopy technology, stylus and optical metrology technology
and infrared technology, we are particularly vulnerable to any technological advances that would make
these techniques obsolete as the basis for analytical systems in any of our markets. To meet the
evolving needs of our customers, we must rapidly and continually enhance our current and planned

25

products and services and develop and introduce new products and services. In addition, our product
lines are based on complex technologies that are subject to rapid change as new technologies are
developed and introduced in the marketplace. We may have difficulty in keeping abreast of the rapid
changes affecting each of the different markets we serve or intend to serve. If we fail to develop and
introduce products in a timely manner in response to changing technology, market demands or the
requirements of our customers, our product sales may decline, and we could experience significant
losses.

We face substantial competition. If we fail to compete effectively, it could harm our business results and
materially impact the value of our company.

We face substantial competition in our industries and we expect that competition in all of our
markets will increase further. Currently, our principal competition comes from established companies
providing products using existing technologies that perform many of the same functions for which we
market our products. A number of our competitors have expanded their market share in recent years
through business combinations. Other companies also may choose to enter our fields in the future. Our
competitors may develop or market products that are more effective or commercially attractive than
our current or future products or that may render our products obsolete. Competition has in the past
subjected, and is likely in the future to subject, our products to pricing pressure. Many of our
competitors have more experience in the market and substantially greater financial, operational,
marketing and technical resources than we do, which could give them a competitive advantage in areas
such as research and development, production, marketing and distribution. Our ability to compete
successfully will depend, in part, on our ability to develop proprietary products that reach the market in
a timely manner and are technologically superior to, less expensive than, or more cost-effective than,
other currently marketed products.

If investment in life and material science research spending declines, our ability to generate revenue may
suffer.

We are dependent, both directly and indirectly, upon general investment in life science research,

particularly in the research and development budgets of the pharmaceutical and biotechnology
industries, and in material science research as well as upon the financial condition and funding
priorities of various governments and government agencies. Since our inception, both we and our
academic collaborators and customers have benefited from various governmental contracts and research
grants. Whether we or our academic collaborators will continue to be able to attract these grants
depends not only on the quality of our products, but also on general spending patterns of public
institutions.

Any reduction in the capital resources or government funding of our customers could reduce our sales and
impede our ability to generate revenue.

A significant portion of our sales are capital purchases by our customers. The spending policies of
our customers could have a significant effect on the demand for our products. These policies are based
on a wide variety of factors, including the resources available to make purchases, the spending priorities
among various types of equipment, policies regarding spending during recessionary periods and changes
in the political climate.

Any changes in capital spending or changes in the capital budgets of our customers could
significantly reduce demand for our products. The capital resources of our life science and other
corporate customers may be limited by the availability of equity or debt financing. Any significant
decline in research and development expenditures by our life science and material science customers
could significantly decrease our sales. In addition, a substantial portion of our sales are to non-profit
and government entities, which are dependent on government support for scientific research. Any
decline in this support could decrease the ability of these customers to purchase our products.

26

Disruptions at any of our manufacturing facilities could adversely affect our business.

We have manufacturing facilities located in the United States, Europe, Israel and Malaysia. Many
of our products are developed and manufactured at single locations, with limited alternate facilities. If
we experience any significant disruption of those facilities for any reason, such as strikes or other labor
unrest, power interruptions, fire, earthquakes, or other events beyond our control, we may be unable to
manufacture the relevant products at previous levels or at all. A reduction or interruption in
manufacturing could harm our customer relationships, impede our ability to generate revenues from
our backlog or obtain new orders and could have a material adverse effect on our business, results of
operations, financial condition and cash flows.

If employees were to engage in a strike or other work stoppage or interruption, our business, results of
operations, financial condition and liquidity could be materially adversely affected.

Many of our employees are represented by workers’ councils and labor unions in certain
jurisdictions, primarily in Germany and France. If disputes with these employees arise, or if our
workers engage in a strike or other work stoppage or interruption, we could experience a significant
disruption of, or inefficiencies in, our operations or incur higher labor costs, which could have a
material adverse effect on our business, results of operations, financial condition and liquidity.

In addition to the risks applicable to our life science and materials analysis products, our CBRNE detection
products are subject to a number of additional risks, including lengthy product development and contract
negotiation periods and certain risks inherent in long-term government contracts.

Our CBRNE detection products are subject to many of the same risks associated with our life

science products, including vulnerability to rapid technological change, dependence on mass
spectrometry and other technologies and substantial competition. In addition, our CBRNE detection
products and certain FT-IR products are generally sold to government agencies under long-term
contracts. These contracts generally involve lengthy pre-contract negotiations and product development.
We may be required to devote substantial working capital and other resources prior to obtaining
product orders. As a result, we may incur substantial costs before we recognize revenue from these
products. Moreover, in return for larger, longer-term contracts, our customers for these products often
demand more stringent acceptance criteria. These criteria may also cause delays in our ability to
recognize revenue from sales of these products. Furthermore, we may not be able to accurately predict
in advance our costs to fulfill our obligations under these long-term contracts. If we fail to accurately
predict our costs, due to inflation or other factors, we could incur significant losses. Also, the presence
or absence of such contracts may cause substantial variation in our results of operations between fiscal
periods and, as a result, our results of operations for any given fiscal period may not be predictive of
our results for subsequent fiscal periods. The resulting uncertainty may have an adverse impact on our
stock price.

We rely on information technology to support our operations and reporting environments. A security failure of
that technology, including with respect to cybersecurity, could impact our ability to operate our businesses
effectively, adversely affect our financial results, damage our reputation and expose us to potential liability or
litigation.

We use information systems to carry out our operations and maintain our business records. Some

systems are internally managed and some are maintained by third-party service providers. Our ability to
conduct business could be materially and adversely affected if these systems or resources are
compromised, damaged or fail. This could be a result of a cyber-incident, social engineering scam,
hacking, phishing attempts, malware, natural disaster, hardware or software corruption, failure or error,
telecommunications system failure, service provider error or failure, intentional or unintentional
personnel actions or other disruption.

27

In the ordinary course of business, we collect and store sensitive data, including intellectual
property, other proprietary information and personally identifiable information. Despite our security
measures, our information technology and infrastructure may be vulnerable to cyber-attacks by hackers
or breached due to employee error, malfeasance, or other disruptions. If this data is compromised,
destroyed or inappropriately disclosed, it could have a material adverse effect, including damage to our
reputation, loss of customers, significant expenses to address and resolve the issues, fines or litigation
or other proceedings by affected individuals, business partners or regulatory authorities.

Our debt may adversely affect our cash flow and may restrict our investment opportunities or limit our
activities.

As of December 31, 2020, we had outstanding an aggregate principal amount of debt totaling
approximately $846.9 million. We also had the ability to borrow an additional $599.9 million available
under our existing credit facility. Most of our outstanding debt is in the United States and there are
substantial cash requirements in the United States to service debt interest obligations, fund operations,
capital expenditures and our declared dividends and finance potential acquisitions or share repurchases.
Our ability to satisfy our debt obligations and meet our other liquidity needs depends on our future
operating performance and on economic, financial, competitive and other factors beyond our control.
Our business may not generate sufficient cash flow to meet our debt obligations or provide sufficient
funds for our other objectives. If we are unable to service our debt or obtain additional financing, we
may be forced to delay strategic acquisitions, capital expenditures or research and development
expenditures or suspend our dividend payments and share repurchases. We may not be able to obtain
additional financing on terms acceptable to us or at all. Furthermore, a majority of our cash, cash
equivalents and short-term investments is generated from foreign operations, with $514.9 million, or
70.4% held by foreign subsidiaries as of December 31, 2020. Our financial condition and results of
operations could be adversely impacted if we are unable to maintain a sufficient level of cash flow in
the United States to address our funding requirements through cash from operations and timely
repatriation of cash from overseas or other sources obtained at an acceptable cost.

Additionally, the agreements governing our debt require that we maintain certain financial ratios

related to maximum leverage and minimum interest coverage and contain affirmative and negative
covenants, including among others, timely provision of audited financial statements, restrictions on
liens, indebtedness of the Company and its subsidiaries, asset sales, dividends and transactions with
affiliates. Our ability to comply with these financial restrictions and covenants is dependent on our
operations and performance, which is subject to prevailing economic conditions and other factors,
including factors that are beyond our control such as foreign currency translation rates and interest
rates. Our failure to comply with any of these restrictions or covenants may result in an event of
default under the applicable debt instrument, which could permit acceleration of the debt under the
facility and require us to prepay the debt before its scheduled due date.

The transition away from LIBOR may adversely affect our cost to obtain financing.

On July 27, 2017, the U.K. Financial Conduct Authority announced that it intends to stop

persuading or compelling banks to submit London Interbank Offered Rate, or LIBOR, rates after 2021.
As a result, LIBOR may be discontinued in 2021. While there is no consensus on what rate or rates
may become accepted alternatives to LIBOR, the Alternative Reference Rates Committee, a steering
committee comprised of U.S. financial market participants, selected and the Federal Reserve Bank of
New York started in May 2018 to publish the Secured Overnight Finance Rate, or SOFR, as an
alternative to LIBOR. SOFR is a broad measure of the cost of borrowing cash in the overnight U.S.
treasury repo market. At this time, it is impossible to predict whether the SOFR or another reference
rate will become an accepted alternative to LIBOR. The manner and impact of this transition may
materially adversely affect the trading market for LIBOR-based securities, which may result in an

28

increase in borrowing costs under our credit agreements and term loan agreement. Any replacement
for LIBOR may result in an effective increase in the applicable interest rate on our current or future
debt obligations, including our credit agreements and term loan agreement.

Changes in our effective income tax rate could adversely affect our results of operations.

We are subject to income taxes in both the United States and various foreign jurisdictions and our
domestic and international tax liabilities are largely dependent upon the distribution of income among
these different jurisdictions. Various factors may have favorable or unfavorable effects on our effective
income tax rate. These factors include interpretations of existing tax laws, the accounting for stock
options and other share-based compensation, changes in tax laws and rates, future levels of research
and development spending, changes in accounting standards, changes in the mix of earnings in the
various tax jurisdictions in which we operate, the outcome of examinations by the U.S. Internal
Revenue Service and other tax authorities, the accuracy of our estimates for unrecognized tax benefits
and realization of deferred tax assets and changes in overall levels of pre-tax earnings. A change in tax
laws, treaties or regulations, or their interpretation, of any country in which we operate could result in
a higher tax rate on our earnings, which could result in a significant negative impact on our earnings
and cash flow from operations. In addition to the passage of the Tax Cuts and Jobs Act in 2017 in the
United States, there are currently multiple initiatives for comprehensive tax reform underway in other
key jurisdictions where we have operations. We assess the impact of various international tax reform
proposals and modifications to existing tax treaties in all jurisdictions where we have operations that
could result in a material impact on our income taxes. We cannot predict whether any other specific
legislation will be enacted or the terms of any such legislation. However, if such proposals were
enacted, or if modifications were to be made to certain existing treaties, the consequences could have a
materially adverse impact on us, including increasing our tax burden, increasing costs of our tax
compliance or otherwise adversely affecting our financial condition, results of operations and cash
flows.

Various international tax risks could adversely affect our earnings and cash flows.

We are subject to international tax risks. We could be subject to double taxation on income related

to operations in certain countries that do not have tax treaties with the country of the trading partner.
In addition, we may have a higher effective income tax rate than that of other companies in our
industry if losses incurred by one operating company are not available to offset the income of an
operating company located in another country. Also, distributions of earnings and other payments
received from our subsidiaries may be subject to withholding taxes imposed by the countries where they
are operating or are incorporated. If these foreign countries do not have income tax treaties with the
United States or the countries where our subsidiaries are incorporated, we could be subject to high
rates of withholding taxes on these distributions and payments. Additionally, the amount of the credit
that we may claim against our U.S. federal income tax for foreign income taxes paid or accrued is
subject to many limitations which may significantly restrict our ability to claim a credit for all of the
foreign taxes we pay.

We currently have reserves established for potential tax liabilities. If these reserves are challenged,

and we are unable to successfully defend our tax positions, a negative impact to our cash flows could
result.

29

The unpredictability and fluctuation of our quarterly results may adversely affect the trading price of our
common stock.

Our revenues and results of operations have in the past and will in the future vary from quarter to
quarter due to a number of factors, many of which are outside our control and any of which may cause
our stock price to fluctuate. The primary factors that may affect us include the following:

• the timing of sales of our products and services;

• the timing of recognizing revenue and deferred revenue under U.S. GAAP;

• changes in our pricing policies or the pricing policies of our competitors;

• increases in sales and marketing, product development or administration expenses;

• the mix of services provided by us and third-party contractors;

• our ability to attain and maintain quality levels for our products;

• costs related to acquisitions of technology or businesses; and

We can experience quarter-to-quarter fluctuations in our operating results as a result of various

factors, some of which are outside our control, such as:

• the timing of governmental stimulus programs and academic research budgets;

• the time it takes between the date customer orders and deposits are received, systems are

shipped and accepted by our customers and full payment is received;

• foreign currency exchange rates;

• the time it takes for us to receive critical materials to manufacture our products;

• general economic conditions;

• the time it takes to satisfy local customs requirements and other export/import requirements;

• the time it takes for customers to construct or prepare their facilities for our products; and

• the time required to obtain governmental licenses.

These factors have in the past affected the amount and timing of revenue recognized on sales of

our products and receipt of related payments and will continue to do so in the future. Accordingly, our
operating results in any particular quarter may not necessarily be an indication of any future quarter’s
operating performance.

Historically we have higher levels of revenue in the fourth quarter of the year compared to the
first, second and third quarters, which we believe is primarily the result of our customers’ budgeting
cycles. Quarter-to-quarter comparisons of our results of operations should not be relied upon as an
indication of our future performance. It is likely that in some future quarters, our results of operations
may be below the expectations of public market analysts and investors. In this event, the price of our
common stock may fall.

The ownership of our shares is highly concentrated, which could cause or exacerbate volatility in our share
price as well as have significant influence over us.

As of February 18, 2021, Laukien family members, including our Chairman, President and Chief

Executive Officer Frank Laukien and his brother, Joerg Laukien, owned, in the aggregate,
approximately 31% of our outstanding common stock. We may also repurchase shares in the future,
which could further increase the concentration of our share ownership. Because of this reduced
liquidity, the trading of relatively small quantities of shares by our shareholders could

30

disproportionately influence the price of those shares in either direction. The price for our shares
could, for example, decline precipitously if a large number of our shares were sold on the market
without commensurate demand, as compared to a company with greater trading liquidity that could
better absorb those sales without adverse impact on its share price. These stockholders may also
exercise substantial influence over all matters requiring stockholder approval, including the election of
directors and approval of significant corporate transactions. This could have the effect of delaying or
preventing a change in control of our company and will make some transactions difficult to accomplish
without the support of these stockholders.

The loss of key personnel or an inability to attract and retain additional personnel could affect our ability to
successfully grow our business.

We are highly dependent upon the continued service and performance of our CEO and other
members of senior management and key finance, technical, scientific and production personnel, any of
whom may cease their employment with us at any time with minimal advance notice. Because the
expertise of these individuals is highly specific and takes years to develop, we face intense competition
for these individuals from many other companies. The loss of one or more of our key employees may
significantly delay or prevent the achievement of our business objectives, and our failure to attract and
retain suitably qualified individuals or to adequately plan for succession could have an adverse effect on
our ability to implement our business plan.

Dividends on our common stock could be reduced or eliminated in the future.

In recent years, we have paid dividends on our common stock. In February 2021, we announced

that our Board had declared a quarterly dividend of $0.04 per share that will be payable in March
2021. There is no guarantee that such dividends will continue indefinitely. In the future, our Board may
determine to reduce or eliminate our common stock dividend in order to fund investments for growth,
repurchase shares or conserve capital resources.

Risks Related to Our Dependence on Third Parties

If we lose our strategic partners, our marketing and sales efforts could be impaired.

A substantial portion of our sales of selected products consists of sales to third parties who
incorporate our products into their systems. These third parties are responsible for the marketing and
sales of their systems. We have little or no control over their marketing and sales activities or how they
use their resources. Our present or future strategic partners may or may not purchase sufficient
quantities of products from us or perform appropriate marketing and sales activities. In addition, if we
are unable to maintain our relationships with strategic partners, our businesses may suffer. Failures by
our present or future strategic partners, or our inability to maintain existing or enter into new
arrangements with strategic partners for product distribution, could materially impede the growth of
our businesses and our ability to generate sufficient revenue and profits.

We face risks related to sales through distributors and other third parties that we do not control, which could
harm our business.

We sell some products through third party agents, including distributors and value-added resellers.
This exposes us to various risks, including competitive pressure, concentration of sales volumes, credit
risks, and compliance risks. We may rely on one or a few key distributors for a product or market, and
the loss of these distributors could reduce our revenue and net earnings. Distributors may also face
financial difficulties, including bankruptcy, which could harm our collection of accounts receivable.
Risks related to our use of distributors may reduce sales, increase expenses, and weaken our
competitive position. Moreover, violations of the FCPA or similar anti-bribery laws by distributors or

31

other third-party agents could materially and adversely impact our business, reputation and results of
operations.

Dependence on contract manufacturing may adversely affect our ability to bring products to market and
damage our reputation.

As part of our efforts to streamline our operations and reduce our operating costs, we outsource
certain aspects of our manufacturing processes and continue to evaluate additional outsourcing. If our
contract manufacturers fail to perform their obligations in a timely manner or at satisfactory quality
levels, our ability to bring products to market and our reputation could suffer. For example, during a
market upturn, our contract manufacturers may be unable to meet our demand requirements, which
may preclude us from fulfilling our customers’ orders on a timely basis. The ability of these
manufacturers to perform is largely outside our control. Additionally, changing or replacing our
contract manufacturers could cause disruptions or delays. Problems with outsourced manufacturing
could result in lower revenues and unexecuted efficiencies, and adversely affect our financial condition
and results of operations.

Our operations are dependent upon a limited number of suppliers and contract manufacturers.

We currently purchase components used in our products from a limited number of outside
suppliers. Our reliance on a limited number of suppliers could result in time delays associated with
redesigning a product due to an inability to obtain an adequate supply of required components and
reduced control over pricing, quality and timely delivery. Any of these factors could adversely affect our
revenues and profitability. In particular, our X-ray microanalysis business, which manufactures and sells
accessories for electron microscopes, is partially dependent on cooperation from larger manufacturers
of electron microscopes. Additionally, our elemental analysis business purchases certain optical
detectors from a single supplier, PerkinElmer, Inc., the sole supplier of these detector components.
Bruker CALID purchases detectors and power supplies from sole or limited source suppliers and its
focal plane array detectors from a single supplier, Lockheed Martin Corporation. Similarly, Bruker
BioSpin obtains various components from sole or limited source suppliers and BEST obtains various
raw materials and uses key production equipment from sole or limited source suppliers or contract
manufacturers. There are limited, if any, available alternatives to these suppliers. The existence of
shortages of these components or the failure of delivery with regard to these components could have a
material adverse effect upon our revenues and margins. In addition, price increases from these
suppliers or contract manufacturers could have a material adverse effect upon our gross margins.

Because of the scarcity of some components, we may be unable to obtain an adequate supply of
components, or we may be required to pay higher prices or to purchase components of lesser quality.
Any delay or interruption in the supply of these or other components could impair our ability to
manufacture and deliver our products, harm our reputation and cause a reduction in our revenues. In
addition, any increase in the cost of the components that we use in our products could make our
products less competitive and decrease our gross profits. We may not be able to obtain sufficient
quantities of required components on the same or substantially the same terms. Additionally,
consolidation among our suppliers could result in other sole source suppliers for us in the future. Other
events that could affect our ability to source materials, manufacture or distribute our products include
fire, natural disaster or extreme weather or a pandemic and the impact of those events on our and our
suppliers’ and contract manufacturers’ operations.

Supply shortages and increasing prices of raw materials could adversely affect the gross profit of the Bruker
BioSpin Group and the BEST Segment.

The last few years have seen periodic supply shortages and sharp increases in the prices for various

raw materials, in part due to high demand from developing countries. Bruker BioSpin and BEST rely

32

on some of these materials for the production of their products. In particular, for its superconducting
magnet production, both for the horizontal and vertical magnet series, Bruker BioSpin relies on the
availability of copper, steel and the metallic raw materials for traditional low-temperature
superconducting wires. Similarly, BEST relies on the availability of niobium titanium for its production
of low-temperature superconducting materials and devices. Higher prices for these commodities will
increase the production cost of superconducting wires and superconducting magnets and may adversely
affect gross profits.

The prices of copper and certain other raw materials used for superconductors have increased

significantly over the last decade. Since copper is a main constituent of low temperature
superconductors, this may affect the price of superconducting wire. This type of increase would have an
immediate effect on the production costs of superconducting magnets and may negatively affect the
profit margins for those products. In addition, an increase in raw material costs could affect the
production cost of the superconducting wire produced by BEST and of superconducting wire used by
Bruker BioSpin.

Bruker BioSpin and its customers also rely on liquid helium to operate superconducting magnets.

Helium is controlled by the Federal Helium Reserve and is subject to price changes. Shortages of liquid
helium associated with federal price controls or depleted natural reserves could have an adverse impact
on producing and operating BioSpin’s superconducting magnets and may also drive increases in helium
pricing and negatively impact the profit margins of those products.

Risks Related to Our Intellectual Property Rights

Our success depends on our ability to operate without infringing or misappropriating the proprietary rights of
others.

Our commercial success depends on avoiding the infringement of other parties’ patents and
proprietary rights as well as avoiding the breach of any licenses relating to our technologies and
products. Given that there may be patents of which we are unaware, particularly in the United States
where patent applications are confidential, avoidance of patent infringement may be difficult. Various
third parties hold patents which may relate to our technology, and we may be found in the future to
infringe these or other patents or proprietary rights of third parties, either with products we are
currently marketing or developing or with new products which we may develop in the future. If a third-
party holding rights under a patent successfully asserts an infringement claim with respect to any of our
current or future products, we may be prevented from manufacturing or marketing our infringing
product in the country or countries covered by the patent we infringe, unless we can obtain a license
from the patent holder. We may not be able to obtain such a license on commercially reasonable terms,
if at all, especially if the patent holder is a competitor. In addition, even if we can obtain a license, it
may be non-exclusive, which will permit others to practice the same technology licensed to us. We also
may be required to pay substantial damages to the patent holder in the event of infringement. Under
some circumstances in the United States these damages could include damages equal to triple the
actual damages the patent holder incurs. If we have supplied infringing products to third parties for
marketing by them or licensed third parties to manufacture, use or market infringing products, we may
be obligated to indemnify these third parties for any damages they may be required to pay to the
patent holder and for any losses the third parties may sustain themselves as the result of lost sales or
license payments they are required to make to the patent holder. Any successful infringement action
brought against us may also adversely affect marketing of the infringing product in other markets not
covered by the infringement action, as well as our marketing of other products based on similar
technology. Furthermore, we will suffer adverse consequences from a successful infringement action
against us even if the action is subsequently reversed on appeal, nullified through another action or
resolved by settlement with the patent holder. The damages or other remedies awarded, if any, may be
significant. As a result, any successful infringement action against us may harm our business.

33

If we are unable to effectively protect our intellectual property, third parties may use our technology, which
would impair our ability to compete in our markets.

Our continued success will depend in significant part on our ability to obtain and maintain
meaningful patent protection for our products throughout the world. We rely on patents to protect a
significant part of our intellectual property and to enhance our competitive position. However, our
presently pending or future patent applications may not issue as patents, and any patent previously
issued to us may be challenged, invalidated, held unenforceable or circumvented. Furthermore, the
claims in patents which have been issued, or which may be issued to us in the future, may not be
sufficiently broad to prevent third parties from producing competing products similar to our products.
In addition, the laws of various foreign countries in which we compete may not protect our intellectual
property to the same extent as do the laws of the United States. Failure to obtain adequate patent
protection for our proprietary technology could materially impair our ability to be commercially
competitive.

In addition to patent protection, we also rely on the protection of trade secrets, know-how and

confidential and proprietary information. To maintain the confidentiality of trade secrets and
proprietary information, we generally seek to enter into confidentiality agreements with our employees,
consultants and strategic partners upon the commencement of a relationship with us. However, we may
not obtain these agreements in all circumstances. In the event of unauthorized use or disclosure of this
information, these agreements, even if obtained, may not provide meaningful protection for our trade
secrets or other confidential information. In addition, adequate remedies may not exist in the event of
unauthorized use or disclosure of this information. The loss or exposure of our trade secrets and other
proprietary information would impair our competitive advantages and could have a material adverse
effect on our operating results, financial condition and future growth prospects. Furthermore, others
may have, or may in the future independently develop, substantially similar or superior know-how and
technology.

We may be involved in lawsuits to protect or enforce our patents that are brought by us which could be
expensive and time consuming and, if determined adversely, could adversely affect our patent position.

In order to protect or enforce our patent rights, we may initiate patent litigation against third

parties, and we may be similarly sued by others. We may also become subject to interference
proceedings conducted in the patent and trademark offices of various countries to determine the
priority of inventions. The defense and prosecution, if necessary, of intellectual property suits,
interference proceedings and related legal and administrative proceedings is costly and diverts our
technical and management personnel from their normal responsibilities. We may not prevail in any of
these suits. An adverse determination of any litigation or defense proceedings could put our patents at
risk of being invalidated or interpreted narrowly and could put our patent applications at risk of not
issuing.

Furthermore, because of the substantial amount of discovery required in connection with
intellectual property litigation, there is a risk that some of our confidential information could be
compromised by disclosure during this type of litigation. In addition, during the course of this kind of
litigation, there could be public announcements of the results of hearings, motions or other interim
proceedings or developments in the litigation. If securities analysts or investors perceive these results to
be negative, it could have a substantial negative effect on the trading price of our common stock.

On September 25, 2019, in a complaint filed in the D¨usseldorf, Germany, District Court, Carl

Zeiss Microscopy GmbH, a subsidiary of Carl Zeiss AG (Zeiss), sued Luxendo GmbH (Luxendo), a
subsidiary of Bruker Corporation, for infringement of a recently registered German utility model patent
licensed to Zeiss pertaining to one specific Luxendo product category. We are vigorously defending
against these claims.

34

On September 23, 2019, in a complaint filed in the D¨usseldorf, Germany, District Court,
Micromass UK Limited, a subsidiary of Waters Corporation, sued Bruker Corporation, as well as its
affiliate, Bruker Daltonik GmbH, for infringement of a European patent pertaining to our timsTOF
product line. On February 17, 2020, Micromass expanded its complaint in D¨usseldorf to assert another
recently granted European patent in Germany. We are vigorously defending against these claims and
we do not expect any material losses associated with this matter in excess of amounts already accrued.

Risks Related to Legal, Regulatory and Compliance

Our manufacture and sale of products could lead to product liability claims for which we could have
substantial liability.

The manufacture and sale of our products expose us to product liability claims if any of our
products cause injury or are found otherwise unsuitable during manufacturing, marketing, sale or
customer use. In particular, if one of our CBRNE detection products malfunctions, this could lead to
civilian or military casualties in a time of unrest, exposing us to increased potential for high-profile
liability. If our CBRNE detection products malfunction by generating a false-positive to a potential
threat, we could be exposed to liabilities associated with actions taken that otherwise would not have
been required. Additionally, the nuclear magnetic resonance, research magnetic resonance imaging,
Fourier transform mass spectrometry and certain electron paramagnetic resonance magnets of Bruker
BioSpin utilize high magnet fields and cryogenics to operate at approximately 4 Kelvin, the temperature
of liquid helium. There is an inherent risk of potential product liability due to the existence of these
high magnetic fields, associated stray fields outside the magnet, and the handling of the cryogens
associated with superconducting magnets. In addition, our MALDI Biotyper product has an IVD-CE
mark and U.S. FDA approval and is used for the identification of microorganisms. Misidentification or
a false-negative of certain viruses, bacteria, yeasts or fungi could lead to inappropriate treatment for
patients and could expose us to product liability claims.

A successful product liability claim brought against us in excess of, or outside the coverage of, our
insurance coverage could have a material adverse effect on our business, financial condition and results
of operations. We may not be able to maintain product liability insurance on acceptable terms, if at all,
and insurance may not provide adequate coverage against potential liabilities.

Responding to claims relating to improper handling, storage or disposal of hazardous chemicals and
radioactive and biological materials which we use could be time consuming and costly.

We use controlled hazardous and radioactive materials in our business and generate wastes that

are regulated as hazardous wastes under U.S. federal, and Massachusetts, California, New Jersey,
Washington and Wisconsin state environmental and atomic energy regulatory laws and under equivalent
provisions of law in those and other jurisdictions in which our research and manufacturing facilities are
located. Our use of these substances and materials is subject to stringent, and periodically changing,
regulation that can impose costly compliance obligations on us and has the potential to adversely affect
our manufacturing activities. The risk of accidental contamination or injury from these materials cannot
be completely eliminated. If an accident with these substances occurs, we could be held liable for any
damages that result, in addition to incurring clean-up costs and liabilities, which can be substantial.
Additionally, an accident could damage our research and manufacturing facilities resulting in delays
and increased costs.

We are subject to environmental laws and regulations, which may impose significant compliance or other costs
on us.

Our manufacturing, product development and research and development operations and processes
involve the controlled use of certain hazardous materials. In addition, we own and/or lease a number of

35

facilities, some of which have been in operation for many decades, where we or others may have used
substances or generated and disposed of wastes which are considered hazardous or may be considered
hazardous in the future. We also have acquired various companies which historically may have used
certain hazardous materials and which may have owned and/or leased facilities at which hazardous
materials have been used. For all of these reasons, we are subject to federal, state, foreign, and local
laws and regulations governing the use, manufacture, storage, transportation, handling, treatment,
remediation, and disposal of hazardous materials and certain waste products. We have potential liability
under these laws and regulations with respect to the remediation of past contamination in certain of
the facilities we now own or lease. Additionally, in the future our facilities and the disposal sites owned
by others to which we send or sent waste, may be identified as contaminated and require remediation.
Accordingly, we may become subject to additional compliance costs or environmental liabilities which
may be significant and could materially harm our results of operations or financial condition.

We are subject to existing and potential additional regulation and government inquiry, which can impose
burdens on our operations and narrow the markets for our products.

We are subject, both directly and indirectly, to the adverse impact of existing and potential future
government regulation of our operations and markets. For example, the exportation of our products is
subject to U.S. and non-U.S. export control, sanctions, customs, import and anti-boycott laws and
regulations, including, as applicable, the International Traffic in Arms Regulations, the Export
Administration Regulations and the sanctions laws, regulations and executive orders administered and
enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, and other laws
and regulations adopted by the governments or agencies of other countries relating to the same subject
matter as the U.S. laws and regulations described above.

The failure to satisfy export control criteria or obtain necessary clearances could delay or prevent

shipment of products, which could adversely affect our revenues and profitability. Failure by us, our
employees or others working on our behalf to comply with these laws and regulations could result in
administrative, civil or criminal liabilities, including suspension, debarment from bidding for or
performing government contracts, or suspension of our export privileges, which could have a material
adverse effect on us. We frequently team with international subcontractors and suppliers who are also
exposed to similar risks. In some cases, compliance with the laws and regulations of one country could
violate the laws and regulations of another country. Violations of these laws and regulations could
materially adversely affect our brand, international growth efforts and business.

In addition, as a result of our international operations, we are subject to compliance with various

laws and regulations, including the FCPA and local anti-bribery laws in the jurisdictions in which we do
business (including some higher risk countries according to the Transparency International Corruption
Index), which generally prohibit companies and their intermediaries or agents from engaging in bribery
or making improper payments to foreign officials or their agents. The FCPA also requires proper
record keeping and characterization of such payments in our reports filed with the SEC. Despite
maintaining policies and procedures that require our employees to comply with these laws and our
standards of ethical conduct, we cannot ensure that these policies and procedures will always protect us
from intentional, reckless or negligent acts committed by our employees or third-party agents.

Moreover, the life sciences industry, which is the market for our principal products, has historically

been heavily regulated. Given the evolving nature of this industry, legislative bodies or regulatory
authorities may adopt additional regulation that adversely affects our market opportunities. Our
business is also directly affected by a wide variety of government regulations applicable to business
enterprises generally and to companies operating in the life sciences industry in particular.

Our products are subject to the FDA’s requirements for electronic radiation emitting products,
which include requirements related to record-keeping and reporting; labeling; notification; product

36

repairs, replacements, and refunds; importation; and performance standards. In addition, our clinical
products are subject to regulation as medical devices by the FDA in the United States and by similar
regulatory bodies in other countries where such products are sold. These regulations govern a wide
variety of product related activities, from quality management, design, development, and testing to
labeling, manufacturing, complaint handling, reporting, promotion, sales and distribution. Compliance
with applicable regulatory requirements is subject to continual review and is monitored rigorously
through periodic inspections by the FDA and other regulatory authorities, which may result in written
inspectional observations. The FDA and comparable foreign regulatory authorities also monitor product
promotion and marketing materials and activities. If we or any of our suppliers or distributors fail to
comply with FDA or other applicable regulatory requirements, or are perceived to potentially have
failed to comply, we may face, among other things, warning letters; adverse publicity affecting both us
and our customers; investigations or notices of non-compliance, fines, injunctions, and civil penalties;
import or export restrictions; partial suspensions or total shutdown of production facilities or the
imposition of operating restrictions; increased difficulty in obtaining required FDA clearances or
approvals or foreign equivalents; seizures or recalls of our products or those of our customers; or the
inability to sell such products. Any such FDA or comparable foreign regulatory actions could disrupt
our business and operations, lead to significant remedial costs and have a material adverse impact on
our financial position and results of operations. In addition, negative publicity and product liability
claims resulting from any adverse regulatory action could have a material, adverse effect on our
financial condition and results of operations. There are similar foreign regulations. For instance, the
coming into force of the European Union Directive in May 2022 by the IVD Regulation (EU) 2017/746
imposes a stricter regime on manufacturers of IVDs and our products currently approved under the
Directive must be recertified under the Regulation by May 2024.

We have been, are, and expect to be in the future, subject to inquiries from the government
agencies that enforce these regulations, including the U.S. Department of State, the U.S. Department
of Commerce, the U.S. FDA, the U.S. Internal Revenue Service, the U.S. Department of Homeland
Security, the U.S. Department of Justice, the Securities and Exchange Commission, the Federal Trade
Commission, U.S. Customs and Border Protection and the U.S. Department of Defense, among others,
as well as from state or foreign governments and their departments and agencies. As a result, from
time to time, the attention of our management and other resources may be diverted to attend to these
inquiries. In addition, failure to comply with these regulations or obtain or maintain necessary permits
and licenses could result in a variety of fines or other censures or an interruption in our business
operations which may have a negative impact on our ability to generate revenues and could adversely
affect our financial condition and results of operations.

We operate as an entrepreneurial, decentralized company, which presents both benefits and certain risks. In
particular, significant growth in a decentralized operating model may put strain on certain business group
resources and our corporate functions, which could materially and adversely affect our business, financial
condition and results of operations

Decentralization necessarily places significant control and decision-making powers in the hands of

local management, which presents certain risks, including the risk that we may be slower to detect or
react to compliance-related matters and that ‘‘company-wide’’ business initiatives may be more
challenging or costly to implement, and the risk of noncompliance or failures higher than they may be
in a more centralized operating environment. In addition, key business group resources and our
corporate functions, which are leanly staffed but responsible for supporting our decentralized
operations, may also not be able to detect or resolve financial, operational, and compliance matters on
a timely basis. Our failure to adapt our financial, operational and compliance controls and systems to
effectively manage our decentralized business and comply with our obligations as a public company
could materially and adversely affect our business, financial condition or results of operations.

37

General Risks Factors

If we are not able to successfully integrate the businesses we acquire through mergers, acquisitions or strategic
alliances, we may not be able to realize all of the cost savings and other benefits that we expect to result from
the transactions and our financial results may be different than expected.

Our strategy includes expanding our technology base and product offerings through selected
mergers, acquisitions and strategic alliances. For example, from January 1, 2018 to December 31, 2020,
we have acquired 13 businesses to expand our technologies and product offerings.

Successful integration of the businesses we acquire involves a number of risks, including, among

others, risks related to:

• coordinating or consolidating geographically separate organizations and integrating personnel

with different business backgrounds and corporate cultures;

• integrating previously autonomous departments in sales and marketing, distribution, accounting

and administrative functions;

• integrating financial information and management systems;

• the pace of our acquisition activity and the related diversion of already limited resources and

management time;

• disruption of our ongoing business;

• potential impairment of relationships with customers as a result of changes in management or

otherwise arising out of such transactions; and

• retention of key employees of the acquired businesses within the first one to two years after the

acquisition, including the risk that they may compete with us subsequently.

We may have difficulty developing, manufacturing and marketing the products of a newly acquired

company or business in a way that enhances the performance of our combined businesses or product
lines. As a result, we may not realize the value from expected synergies. Acquisitions have resulted, and
may in the future result, in unexpected significant costs and expenses, including disputes over
contingent consideration and complicated accounting for complex transaction structures. In the future,
we may be required to record charges to earnings during the period if we determine there is an
impairment of goodwill or intangible assets, up to the full amount of the value of the assets.

We generally assume the liabilities of businesses we acquire, which could include liability for an
acquired business’ violation of law that occurred before we acquired it. In addition, we have historically
acquired smaller, privately held companies that may not have strong cultures of legal compliance or the
robust financial controls of a larger, publicly traded company, and if we fail to implement adequate
training, controls, and monitoring of the acquired companies, we could also be liable for
post-acquisition legal or accounting violations.

Other companies may have difficulty acquiring us, even if doing so would benefit our stockholders, due to
provisions under our corporate charter and bylaws, as well as Delaware law.

Provisions in our certificate of incorporation, as amended, and our bylaws, as well as Delaware law

could make it more difficult for other companies to acquire us, even if doing so would benefit our
stockholders. Our certificate of incorporation, as amended, and bylaws contain the following provisions,
among others, which may inhibit an acquisition of our company by a third party:

• a staggered Board of Directors, where stockholders elect only a minority of the board each year;

• advance notification procedures for matters to be brought before stockholder meetings;

38

• a limitation on who may call stockholder meetings; and

• the ability of our Board of Directors to issue up to 5,000,000 shares of preferred stock without a

stockholder vote.

ITEM 1B UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2 PROPERTIES

We believe that our existing principal facilities are well maintained and in good operating

condition and that they are adequate for our foreseeable business needs.

In addition to the principal facilities noted below, we lease additional facilities for sales,

applications and service support in various countries throughout the world including Australia, Austria,
Belgium, Brazil, China, Czech Republic, France, Germany, Hong Kong, India, Israel, Italy, Japan,
Kenya, Malaysia, Mexico, Netherlands, Norway, Poland, Portugal, Russia, Singapore, South Africa,
South Korea, Spain, Sweden, Switzerland, Taiwan, Thailand, Turkey, the United Kingdom and the
United States. If we should require additional or alternative facilities, we believe that such facilities can
be obtained on short notice at competitive rates.

39

The location and general character of our principal properties are as follows:

Location

Principal Use

Approximate
Square Feet Relationship

Principal Facilities Used in Current
Operations for Bruker Biospin:

Rheinstetten, Germany . . . . . . . . . Manufacturing, Research and Development, Application and

475,000

Owned

Demonstration, Marketing, Sales and Administrative

Ettlingen, Germany . . . . . . . . . . . Manufacturing, Research and Development, Application and

360,000

Owned

Faellanden, Switzerland . . . . . . . . . Manufacturing, Research and Development, Application and

Demonstration, Marketing, Sales and Administrative

Wisemborg, France . . . . . . . . . . . Manufacturing, Research and Development, Application and

422,000
112,000
189,000

Owned
Leased
Owned

Demonstration, Marketing, Sales and Administrative

Demonstration, Marketing, Sales and Administrative

Principal Facilities Used in Current
Operations for Bruker CALID:

Bremen, Germany . . . . . . . . . . . . Manufacturing, Research and Development, Application and

270,000

Owned

Demonstration, Marketing, Sales and Administrative

Ettlingen, Germany . . . . . . . . . . . Manufacturing, Research and Development, Application and

182,000

Owned

Nehren, Germany . . . . . . . . . . . . Manufacturing, Research and Development, Application and

87,000

Leased

Demonstration, Marketing, Sales and Administrative

Demonstration, Marketing, Sales and Administrative

Principal Facilities Used in Current

Operations for BSI NANO:

Karlsruhe, Germany . . . . . . . . . . . Manufacturing, Research and Development, Application and

145,000

Owned

Demonstration, Marketing, Sales and Administrative

Berlin, Germany . . . . . . . . . . . . . Manufacturing, Research and Development, Application and

243,000

Owned

Demonstration, Marketing, Sales and Administrative

Santa Barbara, CA, U.S.A.

. . . . . . Manufacturing, Research and Development, Application and

100,000

Owned

Demonstration, Marketing, Sales and Administrative

Graz, Austria . . . . . . . . . . . . . . . Manufacturing, Research and Development, Application and

30,000

Leased

Demonstration, Marketing, Sales and Administrative

Penang, Malaysia . . . . . . . . . . . . . Manufacturing, Research and Development, Application and

100,000

Leased

Migdal Ha’Emek, Israel

. . . . . . . . Manufacturing, Research and Development, Application and

22,000

Leased

Demonstration, Marketing, Sales and Administrative

Demonstration, Marketing, Sales and Administrative

Principal Facilities Used in Current

Operations for BEST:

Perth, Scotland . . . . . . . . . . . . . . Manufacturing, Research and Development, Application and

47,000

Owned

Hanau, Germany . . . . . . . . . . . . . Manufacturing, Research and Development, Application and

138,000

Leased

Demonstration, Marketing, Sales and Administrative

Bergisch Gladbach, Germany . . . . . Manufacturing, Research and Development, Application and

127,000

Leased

Demonstration, Marketing, Sales and Administrative

Demonstration, Marketing, Sales and Administrative

Carteret, NJ, U.S.A.

. . . . . . . . . . Manufacturing, Research and Development, Application and

115,000

Leased

Demonstration, Marketing, Sales and Administrative

Alzenau, Germany . . . . . . . . . . . . Manufacturing, Research and Development, Application and

35,000

Leased

Demonstration, Marketing, Sales and Administrative

ITEM 3 LEGAL PROCEEDINGS

We are involved in lawsuits, claims, and proceedings, including, but not limited to, patent and
commercial matters, which arise in the ordinary course of business. There are no such matters pending
that we currently believe are reasonably likely to have a material impact on our business or to our
consolidated financial statements.

Details on recent legal matters can be found in Note 17 to our consolidated financial statements

included in this Annual Report on Form 10-K under Item 8.

40

In addition, we are subject to regulation by national, state and local government agencies in the

United States and other countries in which we operate. From time to time, we are 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 our financial
position, results of operations and/or liquidity.

ITEM 4 MINE SAFETY DISCLOSURES

Not applicable.

41

PART II

ITEM 5 MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS

AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Prices

Our common stock is traded on the Nasdaq Global Select Market under the symbol ‘‘BRKR.’’

As of February 17, 2021, there were approximately 99 holders of record of our common stock. This

number does not include individual beneficial owners of shares held in nominee name or within
clearinghouse positions of brokerage firms and banks.

Dividends

In February 2016, we announced the establishment of a dividend policy and the declaration by our
Board of Directors of an initial quarterly cash dividend in the amount of $0.04 per share of our issued
and outstanding common stock. Future dividend payments, if any, are subject to approval of our Board
of Directors. We are targeting a cash dividend to our shareholders in the amount of $0.16 per share
per annum, payable in equal quarterly installments.

Stock Price Performance Graph

The graph below shows the cumulative stockholder return, assuming the investment of $100 (and
the reinvestment of any dividends thereafter) for the period beginning on December 31, 2015 through
December 31, 2020, for our common stock, stocks traded on Nasdaq, and a peer group consisting of
U.S. public companies with a Standard Industry Classification, or SIC, code 3826 Laboratory Analytical
Instruments. Such returns are based on historical results and are not intended to suggest future
performance.

Comparison of 5 Year Cumulative Total Return
Assumes Initial Investment of $100
December 2020

$300

$250

$200

$150

$100

$50

$0

2015

2016

2017

2018

2019

2020

Bruker Corporation

Nasdaq Stock Market (US Companies)

SIC Code 3826 Laboratory Analytical Instruments

15MAR202113573124

42

Cumulative Total Return Index for:

2015

2016

2017

2018

2019

2020

Bruker Corporation . . . . . . . . . . . . . . . . . .
Nasdaq Stock Market (US companies) . . . .
SIC Code 3826 Laboratory Analytical

$100.0
100.0

$ 87.84
109.80

$143.14
141.97

$124.79
139.65

$214.45
190.07

$228.55
273.58

Instruments . . . . . . . . . . . . . . . . . . . . . .

100.0

94.46

145.07

152.36

190.81

252.10

The data for this performance graph was compiled by Zack’s Investment Research, Inc. and is

used with its permission.

Issuer Purchases of Securities

The following table provides information about purchases made by or on behalf of the Company

or any ‘‘affiliated purchaser,’’ as defined in Rule 10b-18(a)(3) under the Exchange Act, during the
quarter ended December 31, 2020 of shares of our common stock.

Period

October 1 - October 31, 2020 . . . . . . .
November 1 - November 30, 2020 . . . .
December 1 - December 31, 2020 . . . .

Total Number
of Shares
Purchased (1)

Average
Price Paid
per Share

120,036
722,838
527,518

1,370,392

$41.65
$48.39
$53.58

$49.80

Maximum Number
(or Approximate Dollar
Total Number of
Shares Purchased
Value) of Shares that
as Part of Publicly May Yet Be Purchased
Announced Plans
or Programs

Under the Plans or
Programs (2)

120,036
722,838
527,518

1,370,392

$97,695,588
$62,715,823
$34,453,095

$34,453,095

(1) The Company purchased shares of common stock in accordance with its share repurchase program

approved by the Board of Directors and announced on May 10, 2019. The shares were purchased
on the open market at prevailing prices.

(2) The Repurchase Program authorizes the Company to purchase up to $300.0 million of its common

stock over a two-year period. The Repurchase Program expires May 13, 2021 and can be
suspended, modified or terminated at any time without prior notice. Purchases of common stock
may occur from time to time, in amounts, at prices, and at such times as management deems
appropriate, subject to market conditions, legal requirements and other considerations. At
February 25, 2021, $5.3 million remains for future purchase under the share purchase program.

In 2020, we repurchased 2,711,952 shares of common stock with an aggregate cost of

approximately $123.2 million under the 2019 Repurchase Program. Any future repurchases will be
funded from cash on hand, future cash flows from operations and available borrowings under our
revolving credit facility.

ITEM 6 RESERVED

43

ITEM 7 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of
operations in conjunction with our consolidated financial statements and notes to those statements,
appearing elsewhere in this report. This report contains forward-looking statements reflecting our current
expectations that involve risks and uncertainties, such as statements of our plans, objectives, expectations
and intentions. The cautionary statements made in this report should be read as applying to all related
forward-looking statements wherever they appear in this report. Our actual results may differ materially from
those indicated in the forward-looking statements due to a number of factors, including those discussed in
Item 1A, Risk Factors and elsewhere in this report.

The following Management’s Discussion and Analysis of Financial Condition and Results of
Operations, or MD&A, describes the principal factors affecting the results of our operations, financial
condition and changes in financial condition, as well as our critical accounting policies and estimates.
Our MD&A is organized as follows:

• Non-GAAP Measures. This section provides appropriate disclosures regarding forward looking

statements and our use of Non-GAAP financial measures.

• Overview. This section provides a brief discussion of our reportable segments’ results of

operations, significant recent developments in our businesses, and challenges and risks that may
impact our businesses in the future.

• Results of Operations. This section provides our analysis of the significant line items on our
consolidated statements of income and comprehensive income (loss) for the year ended
December 31, 2020 compared to the year ended December 31, 2019 and for the year ended
December 31, 2019 compared to the year ended December 31, 2018.

• Liquidity and Capital Resources. This section provides an analysis of our liquidity and cash flow

and a discussion of our outstanding debt and commitments.

• Critical Accounting Policies and Estimates. This section discusses the accounting estimates that
are considered important to our financial condition and results of operations and require us to
exercise subjective or complex judgments in their application. All of our significant accounting
policies are summarized in Note 2 to our consolidated financial statements in Item 8 of this
Annual Report on Form 10-K.

• Recent Accounting Pronouncements. This section provides a summary of recent accounting

pronouncements and discusses their potential impact on our consolidated financial statements.

Non-GAAP Measures

Although our consolidated financial statements have been prepared in accordance with generally

accepted accounting principles in the United States of America (GAAP), we believe describing revenue
and expenses, excluding the effects of foreign currency, acquisitions and divestitures, as well as certain
other charges, net, provides meaningful supplemental information regarding our performance. We rely
internally on certain measures that are not calculated according to GAAP. These measures are organic
revenue, free cash flow, non-GAAP gross profit margin and non-GAAP operating margin. Our
management believes that these financial measures provide relevant and useful information that is
widely used by equity analysts, investors and competitors in our industry, as well as by our
management, in assessing both consolidated and business unit performance. We define the term organic
revenue as GAAP revenue excluding the effect of foreign currency translation changes and the effect of
acquisitions and divestitures. We define the term non-GAAP gross profit margin as GAAP gross profit
margin with certain non-GAAP measures excluded and non-GAAP operating margin as GAAP

44

operating margin with certain non-GAAP measures excluded. These non-GAAP measures exclude costs
related to restructuring actions, acquisition and related integration expenses, amortization of acquired
intangible assets, costs associated with our global information technology transition initiative, and other
non-operational costs and we believe these are useful measures to evaluate our continuing business.

We define free cash flow as net cash provided by operating activities less additions to property,

plant, and equipment. We believe free cash flow is a useful measure to evaluate our business as it
indicates the amount of cash generated after additions to property, plant, and equipment which is
available for, among other things, investments in our business, acquisitions, share repurchases,
dividends and repayment of debt. We regularly use these non-GAAP financial measures internally to
understand, manage, and evaluate our business results and make operating decisions. We also measure
our employees and compensate them, in part, based on such non-GAAP measures and use this
information for our planning and forecasting activities. These measures may also be useful to investors
in evaluating the underlying operating performance of our business. The presentation of these
non-GAAP financial measures is not intended to be a substitute for, or superior to, the financial
information prepared and presented in accordance with GAAP and may be different from non-GAAP
financial measures used by other companies, and therefore, may not be comparable among companies.

OVERVIEW

We are a developer, manufacturer and distributor of high-performance scientific instruments and

analytical and diagnostic solutions that enable our customers to explore life and materials at
microscopic, molecular and cellular levels. Our corporate headquarters are located in Billerica,
Massachusetts. We maintain major technical and manufacturing centers in Europe, Asia and North
America, we have sales offices located throughout the world. Bruker is organized into three reportable
segments: the BSI Life Science Segment (comprised of the Bruker BioSpin Group and the Bruker
CALID Group), the BSI NANO Segment and the Bruker Energy & Supercon Technologies (BEST)
Segment.

Revenue for the year ended December 31, 2020 decreased by $85.1 million, or 4.1%, to
$1,987.5 million, compared to $2,072.6 million for the comparable period in 2019. The decline in
revenue was primarily related to the impact of the COVID-19 pandemic and the related economic
slowdown. Included in revenue were increases of approximately $29.4 million in favorable impact of
foreign currency translation and $10.5 million attributable to our recent acquisitions in the year ended
December 31, 2020 compared to the year ended December 31, 2019. Excluding the effects of foreign
currency translation and recent acquisitions, our organic revenue, a non-GAAP measure, decreased by
$125.0 million, or 6.0%.

Our gross profit margin decreased to 47.3% for the year ended December 31, 2020 as compared to

48.0% during the year ended December 31, 2019. The decrease in gross margin was a result of lower
volume and reduced productivity due to disruptions from the COVID-19 pandemic and the related
economic slowdown, partially offset by certain cost reduction measures.

Our operating margin decreased to 12.5% for the year ended December 31, 2020 from 14.5%
during the year ended December 31, 2019. The decrease in operating margin was due to lower revenue
and gross profit during the COVID-19 pandemic and related economic slowdown, partially offset by
cost control and cost reduction measures.

The income tax provision in the years ended December 31, 2020 and December 31, 2019 was
$64.4 million and $82.4 million, respectively, representing effective tax rates of 28.5% and 29.4%,
respectively. The decrease in our effective tax rate for the year ended December 31, 2020, compared to
2019, was primarily attributable to the change in jurisdictional income mix and decrease in foreign
income inclusions due to electing the high tax exemption relating to Global Intangible Low-Taxed
Income (‘‘GILTI’’), partially offset by an increase in the effective tax rate due to change in valuation

45

allowance. Our tax rate may change over time as the amount and mix of jurisdictional income mix
changes.

Earnings per share decreased to $1.02 per diluted share for the year ended December 31, 2020
from $1.26 per diluted share for the year ended December 31, 2019. The decrease compared to the
prior year was driven primarily by lower revenues during the COVID-19 pandemic and related
economic slowdown, partially offset by our cost control and cost reduction measures.

The following table presents a reconciliation from net cash provided by operating activities, which

is the most directly comparable GAAP operating financial measure, to free cash flow as used by
management (in millions):

Net cash provided by operating activities . . . . . . . . . . . . .
Less: purchases of property, plant and equipment . . . . . . .

$332.2
97.2

$213.4
73.0

$239.7
49.2

Free Cash Flow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$235.0

$140.4

$190.5

Year Ended December 31,

2020

2019

2018

For the year ended December 31, 2020, our free cash flow was 67% higher than the same period

in 2019, primarily from an increase in customer advances and cash from receivables despite a decline in
net income.

The following table presents a reconciliation from gross profit, which is the most directly
comparable GAAP operating performance measure, to non-GAAP gross profit margin as used by
management (in millions):

Year Ended December 31,

2020

2019

2018

Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restructuring costs . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition-related costs . . . . . . . . . . . . . . . . . . . . . . . .
Purchased intangible amortization . . . . . . . . . . . . . . . . .
Other costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$939.8
3.8
0.8
19.9
3.7

$ 995.3
5.2
12.2
23.5
0.8

$900.0
2.6
3.9
21.6
0.6

Non-GAAP gross profit margin . . . . . . . . . . . . . . . . .

$968.0

$1,037.0

$928.7

Our non-GAAP gross profit margin was 48.7%, 50.0% and 49.0% in the years ended

December 31, 2020, 2019 and 2018, respectively. Our non-GAAP gross profit margin decreased in 2020,
as compared to 2019 due to lower volume and reduced productivity, due to COVID-19 and the
economic slowdown. Our non-GAAP gross profit margin increased in the year ended December 31,
2019, as compared to the same period in 2018, primarily due to operational improvements within our
BSI Life Science Segment, accretive acquisitions and favorable foreign currency translation effects.

46

The following table presents a reconciliation from operating income, which is the most directly

comparable GAAP operating performance measure, to non-GAAP operating income as used by
management (in millions):

Year Ended December 31,

2020

2019

2018

Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restructuring costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition-related costs . . . . . . . . . . . . . . . . . . . . . . . . .
Purchased intangible amortization . . . . . . . . . . . . . . . . . .
Other costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$248.3
15.8
3.2
35.7
14.2

$300.9
1.4
16.8
38.3
6.6

$262.4
9.4
7.3
28.9
9.9

Non-GAAP operating margin . . . . . . . . . . . . . . . . . . . . .

$317.2

$364.0

$317.9

Our non-GAAP operating margin was 16.0%, 17.6% and 16.8% in the years ended December 31,

2020, 2019 and 2018, respectively. Our non-GAAP operating margin decreased in 2020, as compared to
2019 on lower revenues, partially offset by cost control and cost reduction measures.

We can experience quarter-to-quarter fluctuations in our operating results as a result of various

factors, some of which are outside our control, such as:

• the impact of the COVID-19 global pandemic on our customers, supply chain or manufacturing

capabilities;

• the timing of governmental stimulus programs and academic research budgets;

• the time it takes between the date customer orders and deposits are received, systems are

shipped and accepted by our customers and full payment is received;

• foreign currency exchange rates;

• the time it takes for us to receive critical materials to manufacture our products;

• general economic conditions, including the impact of COVID-19 on the global economy;

• the time it takes to satisfy local customs requirements and other export/import requirements;

• the time it takes for customers to construct or prepare their facilities for our products; and

• the time required to obtain governmental licenses.

Several of these factors have in the past affected the amount and timing of revenue recognized on

sales of our products and receipt of related payments and will continue to do so in the future.
Accordingly, our operating results in any particular quarter may not necessarily be an indication of any
future quarter’s operating performance. The COVID-19 pandemic continues to present a challenging
operating environment and we remain focused on four key priorities: the health and safety of our
employees, customers and partners; maintaining business continuity and service levels for our
customers; executing prudent temporary cost reductions; and delivering enabling research and
diagnostic products to help fight the pandemic, and to support other essential priorities of our society.

Health and safety of our valued employees, customers and partners

While Bruker’s businesses are essential, we have implemented strict social distancing, enhanced
cleaning protocols and other preventative measures, such as temperature scanners and company-issued
face coverings, in our major facilities. While many of our office colleagues are working remotely, we
are placing enhanced focus on our service organization and factory employees for whom work from
home is not feasible. Where customer sites are accessible and open, our field service organizations

47

operate under social distancing protocols to ensure the safety of customer sites, when our employees
need to be on site.

Maintaining business continuity and service levels for our customers

Ensuring our ability to supply our enabling technologies and solutions and maintaining high service

levels for our customers is another top priority for Bruker. In late March and during parts of April
2020, several of our manufacturing sites underwent temporary controlled shutdowns or were operating
at reduced capacity to implement new safety protocols, comply with local rules, and manage cost and
inventory levels. These sites thereafter ramped back up with expanding capacity and productivity levels.
However, with any resurgence of the virus or the emergency of additional strains of the virus, we may
need to consider further temporary controlled shutdowns or reduced capacity measures. In addition, we
are continuing capital investments in production facilities for efficiencies and expansion and our supply
chain remains resilient. We carry higher inventory levels to address supply chain risks related to the
pandemic and do not currently anticipate being supply or capacity limited in the first quarter of 2021.

Executing prudent temporary cost reductions

In an effort to mitigate the negative impacts on our business of COVID-19, and the slowdown in

the global economy, we implemented temporary cost control and cost reduction measures. These
temporary measures included short-time work for many of our European operations, temporary tiered
salary reductions for our board of directors, global leadership team and workforce, one-to two-week
closures of select manufacturing locations, selective product manufacturing reductions, a hiring freeze,
and curtailment of non-strategic discretionary spending. At the same time, we looked to minimize the
disruption for our employees and preserve our ability to ramp up again with our highly trained and
loyal work force. While pursuing cost savings throughout the business, we have maintained our
important investments in key strategic initiatives. Many of the cost reduction measures have now been
relaxed and our revenue is experiencing a recovery.

Delivering enabling research and diagnostic products to help fight the pandemic and to support other essential
priorities of our society

Bruker is providing critical technologies and solutions to help combat the COVID-19 crisis, most

notably our Microbiology and infectious disease diagnostics portfolio, to which we have added
SARS-COV-2 PCR tests, and our nuclear magnetic resonance and mass spectrometry systems which are
used in critical disease, therapeutic and vaccine research.

The COVID-19 global pandemic has driven volatility and uncertainty in global markets and has
affected our operations significantly. We continue to work to manage the impact of COVID-19 on our
operations; however, the full extent to which any resurgence of the virus or the emergence of any new
strains of the virus will impact our business, directly or indirectly, cannot accurately be predicted at this
time. In 2020, the COVID-19 pandemic affected productivity at our manufacturing facilities and caused
disruptions and delays in certain of our shipments to customers who closed facilities during the
pandemic. We continue to monitor the impact of COVID-19 on our business and respond accordingly.
For additional information on the various risks posed by the COVID-19 pandemic, refer to Item 1A.
Risk Factors included in this report.

48

RESULTS OF OPERATIONS

Year Ended December 31, 2020 Compared to the Year Ended December 31, 2019

Consolidated Results

The following table presents our results for the years ended December 31, 2020 and 2019 (in

millions, except per share data):

Year Ended
December 31,

2020

2019

Dollar
Change

Percentage
Change

Product revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Service revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,638.1
343.4
6.0

$1,744.7
322.4
5.5

$(106.6)
21.0
0.5

(6.1)%
6.5
9.1

Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of product revenue . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of service revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of other revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,987.5
840.2
206.5
1.0

2,072.6
878.5
198.3
0.5

Total cost of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,047.7

1,077.3

Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

939.8

995.3

Operating expenses:
Selling, general and administrative . . . . . . . . . . . . . . . . . . . .
Research and development . . . . . . . . . . . . . . . . . . . . . . . . .
Other charges, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . .

Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest and other income (expense), net . . . . . . . . . . . . . . .

Income before income taxes and noncontrolling interest in

consolidated subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated net income . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to noncontrolling interest in

468.6
198.0
24.9

691.5

248.3
(22.5)

225.8
64.4

161.4

500.2
187.7
6.5

694.4

300.9
(20.5)

280.4
82.4

198.0

(85.1)
(38.3)
8.2
0.5

(29.6)

(55.5)

(31.6)
10.3
18.4

(2.9)

(52.6)
(2.0)

(54.6)
(18.0)

(36.6)

(4.1)
(4.4)
4.1
100.0

(2.7)

(5.6)

(6.3)
5.5
283.1

(0.4)

(17.5)
9.8

(19.5)
(21.8)

(18.5)

consolidated subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . .

3.6

0.8

2.8

350.0

Net income attributable to Bruker Corporation . . . . . . . . . .

$ 157.8

$ 197.2

$ (39.4)

(20.0)%

Net income per common share attributable to Bruker

Corporation shareholders:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Weighted average common shares outstanding:

$
$

1.03
1.02

$
$

1.27
1.26

$ (0.24)
$ (0.24)

(18.9)%
(19.0)%

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

153.4
154.6

155.2
156.6

Revenue

The decline in revenue was primarily related to the impact of the COVID-19 pandemic on our
customers as well as certain of our operations and lower global instrumentation and superconductor
demand due to the pandemic and related economic slowdown.

49

Gross Profit

The decline in gross profit was a result of lower revenue volume and reduced productivity, given

the impact of the pandemic and economic slowdown, partially offset by cost control and cost reduction
measures.

Selling, General and Administrative

Our selling, general and administrative expenses in year ended December 31, 2020 decreased to
23.6% of total revenue from 24.1% of total revenue for the comparable period in 2019. The decrease
as a percentage of total revenue, and in dollars, was a result of the cost control and cost reduction
measures implemented during the COVID-19 pandemic in 2020.

Research and Development

Our research and development expenses for the year ended December 31, 2020 increased to 10.0%

of total revenue from 9.1% of total revenue for the comparable period in 2019. The increase as a
percentage of revenue, and in dollars, was a result of higher research and development spending, as we
continued to fund certain growth investments, in comparison to lower revenue in 2020.

Other Charges, Net

Other charges, net was $24.9 million for the year ended December 31, 2020. The charges consisted

primarily of $12.0 million of restructuring costs related to closing facilities and implementing
outsourcing and other restructuring initiatives, $5.9 million related to professional fees, $2.5 million of
costs associated with our global IT transformation initiative, $2.4 million of acquisition-related charges
related to acquisitions completed in 2020 and 2019 and $2.1 million related to long-lived asset
impairments.

Other charges, net was $6.5 million for the year ended December 31, 2019. The charges consisted

primarily of $(3.9) million of restructuring costs related to closing facilities and implementing
outsourcing and other restructuring initiatives, $4.6 million of acquisition-related charges related to
acquisitions completed in 2019 and 2018, $3.7 million of costs associated with our global IT
transformation initiative, and $2.1 million related to professional fees. The restructuring charges
included a gain on the sale of a building of $7.7 million.

Operating Income

The decrease in operating income was due to lower revenue and gross profit during the

COVID-19 pandemic and related economic slowdown, partially offset by cost control and cost
reduction measures.

Interest and Other Income (Expense), Net

The primary components within interest and other income (expense), net for the year ended
December 31, 2020 were net interest expense of $11.2 million, realized and unrealized losses on foreign
currency denominated transactions of $8.0 million and $3.3 million related to pension plan. During the
year ended December 31, 2019, the primary components were net interest expense of $14.7 million,
realized and unrealized losses on foreign currency denominated transactions of $3.4 million,
$2.5 million related to pension plan expenses and $0.1 million related to other income.

Income Tax Provision

The effective tax rates for years ended 2020 and 2019 were 28.5% and 29.4%, respectively. The

decrease in our effective tax rate for the year ended December 31, 2020, compared to 2019, was

50

primarily attributable to the change in jurisdictional income mix and decrease in foreign income
inclusions due to electing the high tax exemption relating to GILTI, partially offset by an increase in
the effective tax rate due to change in valuation allowance. Our tax rate may change over time as the
amount and mix of jurisdictional income changes.

Net Income Attributable to Noncontrolling Interests and Redeemable Noncontrolling Interest

The net income attributable to noncontrolling interests represented the minority shareholders’
proportionate share of the net income recorded by our majority-owned subsidiaries. In January 2020,
we acquired the remaining interest in our redeemable noncontrolling interest.

Net Income Attributable to Bruker Corporation

The decrease in net income and earnings per diluted share was primarily driven by the decline in

revenue, gross profit and operating profit as a result of reduced demand during the COVID-19
pandemic and the related economic slowdown.

Segment Results

Revenue

The following table presents revenue, change in revenue, and revenue growth by reportable

segment for the years ended December 31, 2020 and 2019 (dollars in millions):

BSI Life Science . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
BSI Nano . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
BEST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Eliminations (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,253.9
556.1
189.5
(12.0)

$1,244.9
632.7
209.9
(14.9)

$1,987.5

$2,072.6

$ 9.0
(76.6)
(20.4)
2.9

$(85.1)

2020

2019

Dollar Change

Percentage
Change

0.7%

(12.1)
(9.7)

(4.1)%

(a) Represents product and service revenue between reportable segments.

For financial reporting purposes, we aggregate Bruker BioSpin Group and Bruker CALID Group

as the BSI Life Science Segment. This aggregation reflects the similar economic characteristics,
production processes, customer services provided, types and classes of customers, methods of
distribution and regulatory environments.

BSI Life Science Segment revenue was approximately flat year over year from a decline in BioSpin

systems and FTIR/NIR molecular spectroscopy revenues, due to the COVID-19 pandemic, which was
offset by strong demand for our CALID microbiology and infectious disease diagnostics offering and
for certain of CALID’s mass spectrometry systems. The decline in revenues for the BSI NANO
Segment was due primarily to the impact of the COVID-19 pandemic and the related economic
slowdown with reduced academic, industrial and industrial research demand. The decline in revenue for
the BEST Segment was due to lower superconductor demand during 2020.

51

Operating Income

The following table presents operating income and operating margins on revenue by reportable

segment for the years ended December 31, 2020 and 2019 (dollars in millions):

2020

2019

Operating
Income

Percentage of
Segment Revenue

Operating
Income

Percentage of
Segment Revenue

BSI Life Science . . . . . . . . . . . . . . . . . . . . . . .
BSI NANO . . . . . . . . . . . . . . . . . . . . . . . . . . .
BEST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate, eliminations and other (a) . . . . . . . .

$273.8
23.6
6.2
(55.3)

21.8%
4.2
3.3

Total operating income . . . . . . . . . . . . . . . . .

$248.3

12.5%

$290.3
40.4
16.4
(46.2)

$300.9

23.3%
6.4
7.8

14.5%

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

The operating margin decline in the BSI Life Science segment was due to higher operating
expenses in 2020 as compared to 2019. The decline in operating margin for the BSI NANO segment
was due to lower revenue and gross profit, partially offset by cost reduction measures. The decline in
the operating margin for the BEST segment was due to lower revenue, unfavorable mix and charges
related to planned restructuring actions, partially offset by reduced operating expenses.

52

Year Ended December 31, 2019 Compared to the Year Ended December 31, 2018

Consolidated Results

The following table presents our results for the years ended December 31, 2019 and 2018 (in

millions, except per share data):

Year Ended
December 31,

2019

2018

Dollar Change

Product revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Service revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,744.7
322.4
5.5

$1,576.6
311.7
7.3

$168.1
10.7
(1.8)

Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of product revenue . . . . . . . . . . . . . . . . . . . . . . . .
Cost of service revenue . . . . . . . . . . . . . . . . . . . . . . . .
Cost of other revenue . . . . . . . . . . . . . . . . . . . . . . . . .

2,072.6
878.5
198.3
0.5

1,895.6
801.1
193.4
1.1

Total cost of revenue . . . . . . . . . . . . . . . . . . . . . . . .

1,077.3

Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

995.3

Operating expenses:
Selling, general and administrative . . . . . . . . . . . . . . . .
Research and development . . . . . . . . . . . . . . . . . . . . . .
Other charges, net . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total operating expenses . . . . . . . . . . . . . . . . . . . . . .

Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest and other income (expense), net . . . . . . . . . . . .

Income before income taxes and noncontrolling interest
in consolidated subsidiaries . . . . . . . . . . . . . . . . . . . .
Income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated net income . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to noncontrolling interest in

500.2
187.7
6.5

694.4

300.9
(20.5)

280.4
82.4

198.0

995.6

900.0

444.7
173.4
19.5

637.6

262.4
(17.7)

244.7
63.7

181.0

177.0
77.4
4.9
(0.6)

81.7

95.3

55.5
14.3
(13.0)

56.8

38.5
(2.8)

35.7
18.7

17.0

Percentage
Change

10.7%
3.4
(24.7)

9.3
9.7
2.5
(54.5)

8.2

10.6

12.5
8.2
(66.7)

8.9

14.7
(15.8)

14.6
29.4

9.4

consolidated subsidiaries . . . . . . . . . . . . . . . . . . . . . .

0.8

1.3

(0.5)

(38.5)

Net income attributable to Bruker Corporation . . . . . . .

$ 197.2

$ 179.7

$ 17.5

9.7%

Net income per common share attributable to Bruker

Corporation shareholders:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Weighted average common shares outstanding:

$
$

1.27
1.26

$
$

1.15
1.14

$ 0.12
$ 0.12

10.4%
10.5%

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

155.2
156.6

156.2
157.2

Revenue

The increase in revenue in the year ended December 31, 2019 compared to the year ended
December 31, 2018 included $118.4 million attributable to our recent acquisitions and a decrease of
approximately $50.3 million from the impact of foreign currency translation. Excluding the effects of
foreign currency translation and our recent acquisitions, our organic revenue, a non-GAAP measure,
increased by $108.9 million, or 5.7%.

53

Gross Profit

Our gross profit margin was 48.0% for the year ended December 31, 2019, compared to 47.5% for

the year ended December 31, 2018. Included in gross profit were various charges for amortization of
acquisition-related intangible assets and other acquisition-related costs and restructuring costs totaling
$41.7 million and $28.7 million for the years ended December 31, 2019 and 2018, respectively. Our
gross profit margin increased in the year ended December 31, 2019 primarily due to operational
improvements within our BSI Life Science Segment, accretive acquisitions and favorable foreign
currency translation effects.

Selling, General and Administrative

Our selling, general and administrative expense was 24.1% and 23.5% of revenue in 2019 and
2018, respectively. The increase was primarily caused by the addition of recent acquisitions and select
investments in strategic growth areas, partially offset by favorable foreign currency translation effects.

Research and Development

Our research and development expense was 9.1% of revenue in 2019 and 2018. The dollar increase
in research and development was driven primarily by the addition of recent acquisitions, partially offset
by favorable foreign currency translation effects.

Other Charges, Net

Other charges, net for 2019 consisted primarily of a net gain of $3.9 million of restructuring costs

related to closing facilities and implementing outsourcing and other restructuring initiatives,
$4.6 million of acquisition-related charges related to acquisitions completed in 2019 and 2018,
$3.7 million of costs associated with our global IT transformation initiative, and $2.1 million related to
professional fees. The restructuring charges included a gain on the sale of a building of $7.7 million.

Other charges, net in 2018 consisted primarily of $6.8 million of restructuring costs related to

closing facilities and implementing outsourcing and other restructuring initiatives, $3.4 million of
acquisition-related charges related to acquisitions completed in 2018 and 2017, $4.8 million of costs
associated with our global information technology (IT) transformation initiative and $4.5 million related
to professional fees.

At December 31, 2019 and 2018, we performed our annual goodwill and indefinite-lived intangible

impairment evaluation and concluded the fair values of each of our reporting units were significantly
greater than their carrying amounts, and therefore, no additional impairment is required.

Operating Income

Operating margin increased to 14.5% in 2019, as compared to 13.8% for the year ended

December 31, 2018. Included in operating income were various charges for amortization of acquisition-
related intangible assets and other acquisition-related costs and restructuring costs totaling $63.1 million
and $55.5 million for the years ended December 31, 2019 and 2018, respectively. The increase in
GAAP operating margin was due primarily to volume and operational improvements within our BSI
Life Science Segment, accretive acquisitions and the positive impact of foreign currency translation.

Interest and Other Income (Expense), Net

The increase in net interest expense in 2019, as compared to 2018, was primarily attributable to

higher outstanding debt balances in 2019 compared to 2018 being marginally offset by interest income
from the new 2019 U.S. Dollar-to-Euro and U.S. Dollar to Swiss Franc interest rate cross-currency
swap agreements.

54

During the year ended December 31, 2019, the major components within interest and other
income (expense), net were net interest expense of $14.7 million, realized and unrealized losses on
foreign currency denominated transactions of $3.3 million, and $2.5 million related to pension plan
expenses.

During the year ended December 31, 2018, the major components within interest and other
income (expense), net were net interest expense of $11.4 million, realized and unrealized losses on
foreign currency denominated transactions of $3.0 million, and $3.9 million related to pension plan
expenses.

Income Tax Provision

The effective tax rate was 29.4% and 26.0% for the years ended December 31, 2019 and 2018,
respectively. The increase in our effective tax rate for the year ended December 31, 2019, compared to
2018, was primarily attributable to a benefit recorded in 2018 associated with the reversal of state and
foreign withholding taxes on unremitted earnings that did not recur in 2019 and additional tax reserves
for uncertain tax positions in Europe in 2019.

Net Income Attributable to Noncontrolling Interests and Redeemable Noncontrolling Interest

Net income attributable to noncontrolling interests and redeemable noncontrolling interest

decreased in 2019 as a result of the minority shareholders’ proportionate share of the net income
recorded by our majority-owned indirect subsidiaries, as compared to 2018.

Net Income Attributable to Bruker Corporation

For the year ended December 31, 2019 our diluted earnings per share was $1.26, compared to
$1.14 per diluted share for 2018. The increase in net income attributable to Bruker Corporation in
2019, as compared to the prior year, was driven primarily by revenue growth, higher gross and
operating profit offset by an increase in the effective tax rate for the year ended December 31, 2019.

Segment Results

Revenue

The following table presents revenue, change in revenue, and revenue growth by reportable

segment for the years ended December 31, 2019 and 2018 (dollars in millions):

BSI Life Science . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
BSI Nano . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
BEST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Eliminations (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,244.9
632.7
209.9
(14.9)

$1,138.9
568.1
194.8
(6.2)

$2,072.6

$1,895.6

$106.0
64.6
15.1
(8.7)

$177.0

2019

2018

Dollar Change

Percentage
Change

9.3%
11.4%
7.8%

9.3%

(a) Represents product and service revenue between reportable segments.

BSI Life Science Segment revenue increased by $106.0 million to $1,244.9 million for the year
ended December 31, 2019, compared to $1,138.9 million for the year ended December 31, 2018. The
Bruker BioSpin Group revenue increase was primarily due to growth in the system revenue, which
included the revenue recognition of three GHz class systems, as well as aftermarket revenue and a
small contribution from recent software acquisitions. The increase in Bruker CALID Group revenue

55

was a result of continued strong demand for life science mass spectrometry and microbiology products,
growth in molecular spectroscopy FT-IR and NIR products and contributions from an acquisition.

BSI NANO Segment revenue increase was primarily the result of acquisitions as well as continued
demand for advanced X-Ray and nano analysis products, partially offset by a sharp decline in demand
for semiconductor metrology products and unfavorable foreign currency translation.

BEST Segment revenue increase was primarily from shipments of superconductors for healthcare

applications offset in part by the impact of unfavorable foreign currency translation.

Operating Income

The following table presents operating income and operating margins on revenue by reportable

segment for the years ended December 31, 2019 and 2018 (dollars in millions):

2019

2018

Operating
Income

Percentage of
Segment Revenue

Operating
Income

Percentage of
Segment Revenue

BSI Life Science . . . . . . . . . . . . . . . . . . . . . . .
BSI NANO . . . . . . . . . . . . . . . . . . . . . . . . . . .
BEST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate, eliminations and other (a) . . . . . . . .

$290.3
40.4
16.4
(46.2)

23.3%
6.4%
7.8%

Total operating income . . . . . . . . . . . . . . . . .

$300.9

14.5%

$244.0
48.4
14.5
(44.5)

$262.4

21.4%
8.5%
7.4%

13.8%

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

The operating margin expansion for BSI Life Science and BEST was primarily due to positive
operating leverage on higher sales mix and operational improvements as well as favorable foreign
currency translation for the BSI Life Science Segment. The decline in operating margin for the BSI
NANO Segment was due to a decline in semiconductor metrology demand, softness in industrial
research markets in the second half of 2019 and the impact of costs related to a recent acquisition.

LIQUIDITY AND CAPITAL RESOURCES

We anticipate that our existing cash and cash equivalents and credit facilities will be sufficient to

support our operating and investing needs for at least the next twelve months. Our future cash
requirements could be affected by acquisitions that we may complete, repurchases of our common
stock, or the payment of dividends in the future. In addition, our ability to access capital and maintain
liquidity may be impacted by the volatile market conditions caused by the COVID-19 pandemic.
Historically, we have financed our growth and liquidity needs through cash flow generation and a
combination of debt financings and issuances of common stock. In the future, there are no assurances
that we will continue to generate cash flow from operations or that additional financing alternatives will
be available to us, if required, or if available, will be obtained on terms favorable to us.

Cash, cash equivalents and short-term investments at December 31, 2020 and 2019 totaled

$731.8 million and $684.9 million, respectively, of which $514.9 million and $301.1 million, respectively,
related to cash, cash equivalents and short-term investments held outside of the U.S. in our foreign
subsidiaries, most significantly in the Netherlands, Switzerland and Hong Kong.

56

The following table presents our cash flows from operating activities, investing activities and

financing activities for the periods presented (in millions):

Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . .
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash (used in) provided by financing activities . . . . . . . . . . . . . . . . . .
Effect of exchange rates on cash and cash equivalents . . . . . . . . . . . . . . .

$ 332.2
(192.7)
(161.6)
25.7

$ 213.4
(158.4)
300.0
0.6

$ 239.7
(123.4)
(112.4)
(6.5)

Total increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . .

$

3.6

$ 355.6

$

(2.6)

Year Ended December 31,

2020

2019

2018

Operating Activities

During the year ended December 31, 2020, net cash provided by operating activities resulted
primarily from consolidated net income adjusted for non-cash items of $262.6 million, in addition to a
net increase in operating assets and liabilities, net of acquisitions and divestitures, of $69.6 million. The
increase in operating assets and liabilities, net of acquisitions and divestitures, for the year ended
December 31, 2020 was primarily caused by a decrease in accounts receivable due to increased cash
collections, increased customer advances related to COVID-19 order increases late in 2020 offset by a
strategic inventory build for 2021 orders and supply chain management.

During the year ended December 31, 2019, net cash provided by operating activities resulted
primarily from consolidated net income adjusted for non-cash items of $287.9 million, offset by a net
decrease in operating assets and liabilities, net of acquisitions and divestitures, of $74.5 million. The
decrease in operating assets and liabilities, net of acquisitions and divestitures, for the year ended
December 31, 2019 was primarily caused by an increase in inventory build for 2020 orders.

During the year ended December 31, 2018, net cash provided by operating activities resulted
primarily from consolidated net income adjusted for non-cash items of $281.9 million, offset by a net
decrease in operating assets and liabilities, net of acquisitions and divestitures, of $42.2 million. The
decrease in operating assets and liabilities, net of acquisitions and divestitures, for the year ended
December 31, 2018 was primarily caused by an increase in accounts receivable caused by
proportionately higher sales late in the fourth quarter of 2018 and inventory build for 2019 orders,
which were offset in part by cash received from customer advances.

Investing Activities

During the year ended December 31, 2020, the increase in net cash used in investing activities
during the year ended December 31, 2020 was primarily attributable to net capital expenditures of
$97.2 million, net cash paid for acquisitions of $59.2 million and purchases of short-term investments,
net of maturities of $43.9 million.

During the year ended December 31, 2019, the increase in net cash used in investing activities was

primarily attributable to net cash paid for acquisitions of $90.0 million, net capital expenditures of
$62.0 million and the purchase of short-term investments of $6.4 million.

During the year ended December 31, 2018, the increase in net cash used in investing activities was
primarily attributable to net cash paid for acquisitions of $191.6 million and net capital expenditures of
$48.8 million. These activities were offset, in part, by net cash proceeds of short-term investments of
$117.0 million.

We expect capital expenditures in 2021 to be approximately $100.0 million.

57

Financing Activities

During the year ended December 31, 2020, the net cash used in financing activities was primarily

caused by $123.2 million used for the purchase of common stock under our repurchase program,
$24.6 million used for the payment of dividends, $7.6 million in net payments of borrowings under the
2019 Revolving Credit Agreement and $7.5 million payment of contingent consideration.

During the year ended December 31, 2019, the increase in net cash provided by financing activities

was primarily caused by $597.9 million of new debt borrowings, described below, offset in part by
$361.9 million of repayments under revolving lines of credit. Other cash uses were $142.3 million used
for the repurchase of common shares, $25.0 million for the payment of dividends and $15.0 million
repayment on the 2012 Note Purchase Agreement. Other cash sources borrowings of $250.6 million
under the revolving lines of credit and $10.9 million of proceeds from the issuance of common stock in
connection with stock option exercises.

During the year ended December 31, 2018, the decrease in net cash used in financing activities was
primarily caused by $218.1 million of repayments under revolving lines of credit and $25.1 million used
for the payment of dividends. These cash uses were partially offset by borrowings of $129.4 million
under the revolving lines of credit and $9.4 million of proceeds from the issuance of common stock in
connection with stock option exercises.

Share Repurchase Program

In May 2019, our Board of Directors approved a share repurchase program which authorizes the

purchase of our common stock in the amount of up to $300.0 million from time to time, in amounts, at
prices, and at such times as management deems appropriate, subject to market conditions, legal
requirements and other considerations. We repurchased a total of 2,711,952 shares at an aggregate cost
of $123.2 million for the year ended December 31, 2020. We repurchased a total of 3,323,104 shares at
an aggregate cost of $142.3 million for the year ended December 31, 2019. The remaining authorization
as of February 25, 2021 is $5.3 million and this Repurchase Program expires on May 13, 2021. We
intend to fund any future purchases from cash on hand, future cash flows from operations and
available borrowings under the revolving credit facility.

Income Taxes

At December 31, 2020 and in accordance with the 2017 Tax Cuts and Jobs Act (the ‘‘2017 Tax

Act’’), we recorded state and foreign withholding taxes, as well as subsequent foreign currency
translations on these withholding taxes as they are an obligation of the parent company, on the cash
and liquid assets portion of the unremitted earnings and profits (E&P) of foreign subsidiaries expected
to be repatriated from our foreign subsidiaries to the United States. We continue to be indefinitely
reinvested in the amount of $436 million of non-cash E&P that is subject to the 2017 Tax Act deemed
repatriation. If this E&P is ultimately distributed to the United States in the form of dividends or
otherwise, we would likely be subject to additional withholding tax. We will continue to evaluate our
assertions on the cumulative historical outside basis differences in our foreign subsidiaries as of
December 31, 2020. The amount of unrecognized deferred withholding taxes on the undistributed E&P
was $63 million at December 31, 2020.

As of December 31, 2020, we had approximately $65.2 million of net operating loss carryforwards
available to reduce state taxable income that are expected to expire at various times beginning in 2021;
approximately $108.4 million of net operating losses available to reduce German federal income and
trade taxes that are carried forward indefinitely and $18.5 million of other foreign net operating losses
that are expected to expire at various times beginning in 2021. We also had U.S. state research and
development tax credit carryforward of $7.1 million. Utilization of these credits and state net operating
losses may be subject to annual limitations due to the ownership percentage change limitations

58

provided by Section 382 of the Internal Revenue Code of 1986, as amended (‘‘Code’’) 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.

Uncertain tax contingencies are positions taken or expected to be taken on an income tax return

that may result in additional payments to tax authorities. If a tax authority agrees with the tax position
taken or expected to be taken or the applicable statute of limitations expires, then additional payments
will not be necessary.

Credit Facilities

On December 11, 2019, we entered into (1) a new revolving credit agreement to establish a new
revolving credit facility in the aggregate principal amount of $600 million; (2) a term loan agreement to
establish a new term loan facility in the aggregate principal amount of $300 million; and (3) a note
purchase agreement to issue and sell CHF 297 million aggregate principal amount of 1.01% senior
notes due December 11, 2029. Floating interest rates under the term loan were simultaneously fixed
through cross-currency and interest rate swap agreements into Euro ($150 million) and Swiss Franc
($150 million) rates carrying average effective interest rates of 0.94% and hedge our net investment in
our Euro and Swiss Franc denominated net assets. The new revolving credit agreement replaced our
$500 million five-year revolving credit agreement established on October 27, 2015, that was terminated
on December 11, 2019.

In addition, we designated our CHF 297 million senior notes as a hedge in our net investment in

our Swiss Franc denominated net assets. Proceeds from this financing were used to repay the
outstanding borrowings under our prior 2015 revolving credit facility and we intend to use the
remaining proceeds for general corporate purposes and to support corporate strategic objectives.
During December 2019, we entered into U.S. Dollar to Euro cross-currency swaps on our existing 2012
private placement notes of $105 million 4.31% Series 2012A Senior Notes, Tranche C, due January 18,
2022, and the existing $100 million 4.46% Series 2012A Senior Notes, Tranche D, due January 18, 2024,
resulting in an average effective interest rate of 2.25% on these instruments. The cross-currency swaps
hedge our net investment in our Euro denominated net assets.

As of December 31, 2020, we have entered into several cross-currency and interest rate swap
agreements with a notional value of $150 million of U.S. Dollar to Swiss Franc and a notional value of
$355 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. As a result
of entering into these agreements, we lowered our net interest expense by $7.2 million and $0.6 million
during the year ended December 31, 2020 and 2019, respectively. We anticipate these swap agreements
will lower net interest expense by approximately $8.8 million in 2021 and $4.8 million in 2022.

We had the following debt outstanding (in millions):

. . . . . . . . . . . . . . . . . . .
US Dollar notes under the 2012 Note Purchase Agreement
CHF notes (in dollars) under the 2019 Note Purchase Agreement . . . . . . . . . . . . . . .
US Dollar notes under the 2019 Term Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unamortized debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital lease obligations and other loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2020

2019

$205.0
335.5
300.0
(2.4)
6.4

$205.0
306.8
300.0
(2.6)
4.1

Total debt
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current portion of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

844.5
(2.2)

813.3
(0.5)

Total long-term debt, less current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$842.3

$812.8

59

There was no amount outstanding under the 2019 Credit Agreement as of December 31, 2020 or

2019.

As of December 31, 2020, we had no off-balance sheet arrangements and we were in compliance

with the financial covenants of these debt arrangements.

The following is a summary of the maximum commitments and the net amounts available to us
under the 2019 Credit Agreement and other banking working capital lines and guarantees of credit
with various financial institutions located primarily in Germany and Switzerland that are unsecured and
typically due upon demand at December 31, 2020 (dollars in millions):

2019 Credit

Agreement . . . . .

Bank guarantees
and working
capital line . . . . .

Total revolving

lines of credit . .

Weighted
Average
Interest Rate

Total Amount
Committed
by Lenders

Total Amount
Uncommitted Outstanding
Borrowings

by Lenders

Outstanding
Letters of
Credit

Total Committed
and Uncommitted
Amounts Available

1.3%

$600.0

—

$—

$

0.1

$599.9

0.0%

132.9

103.3

$732.9

103.3

—

$—

132.9

103.3

$133.0

$703.2

As of December 31, 2020, we were in compliance with the covenants of all debt agreements.

Other Liquidity Matters

The following table summarizes maturities for our significant financial obligations as of

December 31, 2020 (in millions):

Contractual Obligations

Total

2021

2022-2023

2024-2025

Thereafter

Other long-term debt, including current portion . . .
Interest payable on long-term debt (1) . . . . . . . . . .
Unconditional purchase commitments (2) . . . . . . . .
Acquisition-related contingent consideration (3) . . .
Finance lease obligations . . . . . . . . . . . . . . . . . . . .
Operating lease liabilities . . . . . . . . . . . . . . . . . . .
2017 Tax Act impact . . . . . . . . . . . . . . . . . . . . . . .
Pension liabilities . . . . . . . . . . . . . . . . . . . . . . . . .
Uncertain tax contingencies . . . . . . . . . . . . . . . . . .

$ 846.9
60.6
313.9
4.3
3.5
72.0
26.9
86.8
24.5

$

2.6
11.5
281.9
2.7
1.2
22.6
2.8
8.3
4.6

$128.6
19.3
31.2
1.6
1.8
25.6
15.2
15.8
6.2

$1,439.4

$338.2

$245.3

$131.0
13.7
0.8
—
0.5
12.9
8.9
17.0
11.0

$195.8

$584.7
16.1
—
—
—
10.9
—
45.7
2.7

$660.1

(1) Interest payable on long-term debt is net of the impact of our cross-currency and interest rate

swap agreements.

(2) Unconditional purchase commitments include agreements to purchase goods, services, or fixed

assets 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
cancellable at any time without penalty.

(3) Acquisition-related contingent consideration represents the estimated fair value of future payments
to the former shareholders of applicable acquired companies based on achieving annual revenue
and gross margin targets in certain years as specified in the purchase and sale agreements.

60

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

This discussion and analysis of our financial condition and results of operations is based upon our
consolidated financial statements, which have been prepared in accordance with accounting principles
generally accepted in the United States of America, or U.S. GAAP. The preparation of these financial
statements requires that we make estimates and assumptions that affect the reported amounts of assets
and liabilities and the disclosure of contingent assets and liabilities at the date of the financial
statements and reported amounts of revenues and expenses during the reporting period. On an ongoing
basis, management evaluates its estimates and judgments, including those related to: revenue
recognition; stock-based compensation expense; restructuring and other related charges; income taxes,
including the recoverability of deferred tax assets; allowances for doubtful accounts; inventory
reductions for excess and obsolete inventories; estimated fair values of long-lived assets used to
measure the recoverability of long-lived assets; intangible assets and goodwill; expected future cash
flows used to measure the recoverability of intangible assets and long-lived assets; warranty costs;
derivative financial instruments; and contingent liabilities. We base our estimates and judgments on our
historical experience, current market and economic conditions, industry trends, and other assumptions
that we believe are reasonable and form the basis for making judgments about the carrying value of
assets and liabilities that are not readily apparent from other sources. Actual results could differ from
these estimates.

We believe the following critical accounting policies and estimates to be both those most important

to the portrayal of our financial position and results of operations and those that require the most
estimation and subjective judgment.

Revenue recognition

We recognize revenue in accordance with Accounting Standards Codification 606, Revenue from

Contracts with Customers (ASC 606). 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.

We recognize revenue from systems sales upon transfer of control in an amount that reflects the
consideration we expect 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, we are 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.

When products are sold through an independent distributor or a strategic distribution partner, we

recognize the system sale upon transfer of control which is typically on shipment. When we are
responsible for installation, the standalone selling price of installation is deferred until customer
acceptance. Our distributors do not have price protection rights or rights of return; however, our
products are typically warranted to be free from defect for a period of one year.

For contracts that include multiple performance obligations, the transaction price is allocated to
each distinct performance obligation based on the relative standalone selling prices of the goods and
services being provided to the customer. Our best evidence of standalone selling price is its normal
selling pricing and discounting practices for the specific product or service when sold on a standalone
basis. Alternatively, we may determine standalone selling price using an expected cost plus a margin
approach.

61

We analyze our selling prices used in the allocation of the transaction price, at a minimum, on an
annual basis. Selling prices will be analyzed more frequently if a significant change in our business or
other factors necessitate more frequent analysis or we experience significant variances in our selling
prices.

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.

For performance obligations recognized over time, revenue is measured by progress toward
completion of the performance obligation that reflects the transfer of control. In particular, we have
certain contracts recognized over time for which we apply the cost-to-cost method based on costs
incurred to date relative to the total estimated costs for the contract upon completion. Application of
the cost-to-cost method requires us to make reasonable estimates of the extent of progress toward
completion and the total costs we will incur. Losses are recorded immediately when we estimate that
contracts will ultimately result in a loss. Changes in the estimates could affect the timing of revenue
recognition.

We include costs incurred in connection with shipping and handling of products within selling,

general and administrative costs. Amounts billed to customers in connection with these costs are
included in total revenues. When control of the goods transfers prior to the completion of our
obligation to ship the products to our customers, we have elected the practical expedient to account for
the shipping services as a fulfillment cost. We expense 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. We
exclude from the transaction price all taxes assessed by a governmental authority on revenue-producing
transactions that are collected by us from a customer.

We require an advance deposit based on the terms and conditions of contracts with customers for
many of our contracts. Typically, revenue is recognized within one year of receiving an advance deposit.
We do not have any material payment terms that extend beyond one year. For contracts where an
advance payment is received greater than one year from expected revenue recognition, or a portion of
the payment due extends beyond one year, we determined it does not constitute a significant financing
component. There is minimal variable consideration included in the transaction price of our 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 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 we expect 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.

62

Income taxes

The determination of income tax expense requires us to make certain estimates and judgments

concerning the annual effective tax rate, the calculation of deferred tax assets and liabilities, the
forecasted profitability of our subsidiaries in certain geographic jurisdictions, as well as the deductions,
carryforwards and credits that are available to reduce taxable income. Deferred tax assets and liabilities
arise from differences in the timing of the recognition of revenue and expenses for financial statement
and tax purposes. Deferred tax assets and liabilities are measured using the tax rates in effect for the
year in which these temporary differences are expected to be settled. We estimate the degree to which
tax assets and loss carryforwards will result in a benefit based on expected profitability by tax
jurisdiction, and we provide a valuation allowance for tax assets and loss carryforwards that we believe
will more likely than not go unused. If it becomes more likely than not that a tax asset or loss
carryforward will be used for which a valuation allowance has been provided, we reverse the related
valuation allowance. If our actual future taxable income by tax jurisdiction differs from estimates,
additional allowances or reversals of a valuation allowance may be necessary. In addition, we only
recognize benefits for tax positions that we believe are more likely than not of being sustained upon
review by a taxing authority with knowledge of all relevant information. We reevaluate our uncertain
tax positions on a quarterly basis and any changes to these positions as a result of tax audits, tax laws
or other facts and circumstances could result in additional charges or credits to operations. The
expiration of statutes of limitations affecting estimates made for uncertain tax positions can cause
higher earnings.

On December 22, 2017 (Enactment Date), former President Trump signed the 2017 Tax Act, which

enacted a wide range of changes to the U.S. corporate income tax system, many of which differ
significantly from the provisions of the previous U.S. tax law. We have completed the assessment of the
tax effects associated with the enactment of the 2017 Tax Act. Changes in the tax rates and laws are
accounted for in the period of enactment.

Inventories

Inventories are stated at the lower of cost and net realizable value, with costs determined by the
first-in, first-out method for a majority of subsidiaries and by average cost for certain other subsidiaries.
We record provisions to account for excess and obsolete inventory to reflect the expected non-saleable
or non-refundable inventory based on an evaluation of slow-moving products or products no longer
offered for sale. Inventories also include demonstration units located in our demonstration laboratories
or installed at the sites of potential customers. We consider our demonstration units to be available for
sale and have a history of selling these demonstration units. We reduce the carrying value of
demonstration inventories for differences between cost and estimated net realizable value, taking into
consideration usage in the preceding twelve months, expected demand, technological obsolescence and
other information including the physical condition of the unit. If ultimate usage or demand varies
significantly from expected usage or demand, additional write-downs may be required, resulting in
additional charges to operations.

Goodwill, other intangible assets and other long-lived assets

We evaluate goodwill and other indefinite lived intangible assets for impairment annually and when

events occur or circumstances change. We test goodwill for impairment at the reporting unit level,
which is the operating segment or one level below an operating segment. We have 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, we compare the fair values of the applicable reporting units

63

with their aggregate carrying values, including goodwill. We determine fair value of reporting units
using a weighting of both the market and the income methodologies. Estimating the fair value of the
reporting units requires significant judgment by management. If the carrying amount of a reporting unit
exceeds the fair value of the reporting unit, an impairment charge is recognized for the amount by
which the carrying value amount exceeds the reporting unit’s fair value up to the total amount of
goodwill allocated to the reporting unit.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350):

Simplifying the Test for Goodwill Impairment. The new standard simplifies the subsequent measurement
of goodwill by eliminating the second step of the goodwill impairment test. The adoption of this ASU
on January 1, 2020 did not have a material impact on our consolidated financial statements.

We also review definite-lived intangible assets and other long-lived assets when indications of
potential impairment exist. Should the fair value of our long-lived assets decline because of reduced
operating performance, market declines or other indicators of an impairment, a charge to operations
for impairment may be necessary.

Business Combinations

We account for business combinations under the acquisition method of accounting. Accordingly, at

the date of each acquisition, we measure 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. 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.

RECENT ACCOUNTING PRONOUNCEMENTS

Information regarding recently issued accounting pronouncements may be found in Note 3 to our

consolidated financial statements included in this Annual Report on Form 10-K.

ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are potentially exposed to market risks associated with changes in foreign currency translation

rates, interest rates and commodity prices. We selectively use financial instruments to reduce these
risks. All transactions related to risk management techniques are authorized and executed pursuant to
our policies and procedures. Analytical techniques used to manage and monitor foreign currency
translation and interest rate risk include market valuations and sensitivity analysis.

We have estimated our market risk exposure using sensitivity analysis. To test the sensitivity of our
market risk exposure, we have estimated the changes in fair value of market risk sensitive instruments
assuming a hypothetical 10 percent adverse change in market prices or rates. The results of the
sensitivity analyses are summarized below.

Foreign Currency Risk

We generate a substantial portion of our revenues in international markets, principally Germany
and other countries in the European Union, Switzerland and Japan, which exposes our operations to
the risk of exchange rate fluctuations. The impact of currency exchange rate movement can be positive
or negative in any period. Our costs related to sales in foreign currencies are largely denominated in
the same respective currencies, reducing our transaction risk exposure. However, for foreign currency
denominated sales in certain regions, such as Japan, where we do not incur significant costs
denominated in Japanese Yen, we are more exposed to the impact of foreign currency fluctuations.

64

For sales not denominated in U.S. dollars, if there is an increase in the rate at which a foreign
currency is exchanged for U.S. dollars, it will require more of the foreign currency to equal a specified
amount of U.S. dollars than before the rate increase. In such cases, if we price our products in the
foreign currency, we will receive less in U.S. dollars than we would have received before the rate
increase went into effect. If we price our products in U.S. dollars and competitors price their products
in local currency, an increase in the relative strength of the U.S. dollar could result in our prices not
being competitive in a market where business is transacted in the local currency. For example, if the
U.S. dollar strengthened against the Japanese Yen, our Japanese-based competitors would have a
greater pricing advantage over us. Our revenue by geography was as follows (dollars in millions):

United States . . . . . . . . . . . . .
Europe . . . . . . . . . . . . . . . . .
Asia Pacific . . . . . . . . . . . . . .
Rest of world . . . . . . . . . . . . .

Revenue

$ 455.9
764.7
629.1
137.8

2020

2019

2018

Percentage of
Revenue

Revenue

Percentage of
Revenue

Revenue

Percentage of
Revenue

22.9% $ 529.8
718.8
38.5
651.0
31.7
173.0
6.9

25.6% $ 489.4
701.3
34.7
549.2
31.4
155.7
8.3

25.8%
37.0
29.0
8.2

Total revenue . . . . . . . . . . .

$1,987.5

100.0% $2,072.6

100.0% $1,895.6

100.0%

Changes in foreign currency exchange rates increased our revenue by approximately 1.4% in the
year ended December 31, 2020 and decreased our revenue by approximately 2.7% in the year ended
December 31, 2019.

Assets and liabilities of our foreign subsidiaries, where the functional currency is the local

currency, are translated into U.S. dollars using period end exchange rates, or historical rates, as
appropriate. 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. In the years ended December 31, 2020 and 2019, we
recorded net gains of $22.0 million and net losses of $20.0 million, respectively, from currency
translation adjustments. A 10% depreciation in functional currencies, relative to the U.S. dollar, at
December 31, 2020, would have resulted in a reduction of shareholders’ equity of approximately
$170.1 million. Gains and losses resulting from foreign currency transactions are reported in interest
and other income (expense), net in the consolidated statements of income and comprehensive income.
Our foreign currency translation gain (loss), net were net losses of $7.9 million and $3.3 million for
years ended December 31, 2020 and 2019, respectively.

The impact of currency exchange rate movement can be positive or negative in any period. We
periodically enter into foreign currency contracts in order to minimize the volatility that fluctuations in
currency translation have on our monetary transactions. Under these arrangements, we typically agree
to purchase a fixed amount of a foreign currency in exchange for a fixed amount of U.S. Dollars or
other currencies on specified dates with maturities of less than twelve months, with some agreements
extending to longer periods. These transactions do not qualify for hedge accounting and, accordingly,
the instrument is recorded at fair value with the corresponding gains and losses recorded in the
consolidated statements of income and comprehensive income.

At December 31, 2020 and 2019, we have entered into several cross-currency and interest rate
swap agreements with a notional value of $150 million of U.S. dollar to Swiss Franc and a notional
value of $355 million of U.S. dollar to Euro hedge the variability in the movement of foreign currency
exchange rates on portions of our Euro and Swiss Franc denominated net asset investments. Under the
U.S. GAAP hedge accounting guidance, changes in fair value of the derivative that relates to changes
in the foreign currency spot rate are recorded in the currency translation adjustment in comprehensive
income (loss) and remain in accumulated comprehensive income (loss) in stockholders’ equity until the

65

sale or substantial liquidation of the foreign operation. The difference between the interest rate
received and paid under the interest rate cross-currency swap derivative agreement is recorded in
interest income in the statement of income.

From time to time, we have entered into forward currency contracts designed to minimize the
volatility that fluctuations in foreign currency have on our cash flows related to purchases and sales
denominated in foreign currencies. Under these arrangements, we agree to purchase a fixed amount of
a foreign currency in exchange for a fixed amount of U.S. Dollars or other currencies on specified
dates typically with maturities of less than twelve months with some agreements extending to longer
periods. These transactions are recorded at fair value with the corresponding gains and losses recorded
in interest and other income (expense), net in the unaudited condensed consolidated statements of
income and comprehensive income. At December 31, 2020 and 2019, we had forward currency
contracts with notional amounts aggregating $278.3 million and $74.4 million, respectively. We will
continue to evaluate our currency risks, and in the future, may utilize foreign currency contracts more
frequently.

Interest Rate Risk

We regularly invest excess cash in short-term investments that are subject to changes in interest

rates. We believe that the market risk arising from holding these financial instruments is minimal
because of our policy of investing in short-term financial instruments issued by highly rated financial
institutions.

Our exposure related to adverse movements in interest rates is derived primarily from outstanding
floating rate debt instruments that are indexed to short-term market rates. We currently have a higher
level of fixed rate debt than variable rate debt, which limits the exposure to adverse movements in
interest rates.

Commodity Price Risk

We are exposed to certain commodity risks associated with prices for various raw materials. The

prices of copper and certain other raw materials, particularly niobium-tin, used to manufacture
superconductors have increased significantly over the last decade. Copper and niobium-tin are the main
components of low temperature superconductors and continued commodity price increases for copper
and niobium, as well as other raw materials, may negatively affect our profitability. We have
arrangements with certain customers under which it has a firm committment to deliver copper based on
superconductor wire at a fixed price. In order to minimize the volatility that fluctuations in the price of
copper have on our sales of these commodities, we enter into commodity hedge contracts. At
December 31, 2020 and 2019, we had fixed price commodity contracts with notional amounts
aggregating $8.8 million and $5.6 million, respectively. The fair value of the fixed price commodity
contracts at December 31, 2020 and 2019 was $3.1 million and $0.3 million, respectively. As commodity
contracts settle, gains (losses) as a result of changes in fair values are adjusted to the contracts with the
customers through revenues. We will continue to evaluate our commodity risks and may utilize
commodity forward purchase contracts more frequently in the future.

Inflation Risk

We do not believe inflation had a material impact on our business or operating results during any

of the periods presented.

66

ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index of Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated Balance Sheets as of December 31, 2020 and 2019 . . . . . . . . . . . . . . . . . . . . . . . .

Page

68

71

Consolidated Statements of Income and Comprehensive Income for the years ended

December 31, 2020, 2019 and 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

72

Consolidated Statements of Redeemable Noncontrolling Interest and Shareholders’ Equity for

the years ended December 31, 2020, 2019 and 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018 .

Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

73

74

75

67

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, 2020 and 2019, and the related consolidated
statements of income and comprehensive income, of redeemable noncontrolling interest and
shareholders’ equity and of cash flows for each of the three years in the period ended December 31,
2020, 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, 2020,
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, 2020 and 2019, and the
results of its operations and its cash flows for each of the three years in the period ended
December 31, 2020 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, 2020, based on criteria established in Internal
Control—Integrated Framework (2013) issued by the COSO.

Change in Accounting Principle

As discussed in Note 2 to the consolidated financial statements, the Company changed the manner

in which it accounts for leases in 2019.

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

68

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 Canopy Biosciences, LLC and SmartTip B.V. from its assessment of internal control over
financial reporting as of December 31, 2020 because they were acquired by the Company in purchase
business combinations during 2020. We have also excluded Canopy Biosciences, LLC and SmartTip B.V.
from our audit of internal control over financial reporting. Canopy Biosciences, LLC and SmartTip B.V.
are wholly-owned subsidiaries whose total assets and total revenues excluded from management’s
assessment and our audit of internal control over financial reporting collectively represent 0.2% and
0.1%, respectively, of the related consolidated financial statement amounts as of and for the year ended
December 31, 2020.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. 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 matter communicated below is a matter arising from the current period audit of

the consolidated financial statements that was communicated or required to be communicated to the
audit committee and that (i) relates to accounts or disclosures that are material to the consolidated
financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matter
below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to
which it relates.

Goodwill Impairment Assessment—Reporting Unit in Bruker Scientific Instruments(BSI) NANO Segment

As described in Notes 2 and 9 to the consolidated financial statements, the Company’s

consolidated goodwill balance was $320.4 million as of December 31, 2020, $228.0 million of which
relates to the BSI NANO segment. Management evaluates goodwill 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. Management tests goodwill for impairment at the reporting unit level, which is the
operating segment or one level below an operating segment. Management determines fair value of
reporting units using a weighting of both the market and the income methodologies. In assessing the
recoverability of goodwill, management must make assumptions regarding the estimated future cash

69

flows, including the forecasted revenue growth and the discount rate to determine the fair value. If the
carrying amount of a reporting unit exceeds the fair value of the reporting unit, management
recognizes an impairment charge for the amount by which the carrying amount exceeds the reporting
unit’s fair value up to the total amount of goodwill allocated to the reporting unit.

The principal considerations for our determination that performing procedures relating to the
goodwill impairment assessment of a reporting unit in the BSI NANO segment is a critical audit matter
are the significant judgment by management when developing the fair value measurement of the
reporting unit. This in turn led to a high degree of auditor judgment, subjectivity, and effort in
performing procedures and evaluating management’s siginificant assumptions related to the forecasted
revenue growth and the discount rate. The audit effort also involved the use of professionals with
specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection

with forming our overall opinion on the consolidated financial statements. These procedures included
testing the effectiveness of controls relating to management’s goodwill impairment assessment,
including controls over the valuation of the Company’s reporting unit. These procedures also included,
among others, testing management’s process for developing the fair value estimate of the reporting
unit; evaluating the appropriateness of using a weighting of both the market and income
methodologies; testing the completeness, accuracy, and relevance of underlying data used in the
methodologies; and evaluating the significant assumptions used by management related to the
forecasted revenue growth and the discount rate. Evaluating management’s assumptions related to the
forecasted revenue growth and the discount rate involved evaluating whether the assumptions used by
management were reasonable considering (i) the current and past performance of the reporting unit,
(ii) the consistency with external market and industry data, and (iii) whether these assumptions were
consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and
knowledge were used to assist in the evaluation of the Company’s methodologies and discount rate
assumption.

/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
March 1, 2021

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

70

BRUKER CORPORATION

CONSOLIDATED BALANCE SHEETS

(in millions, except share and per share data)

December 31,

2020

2019

Current assets:

ASSETS

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable, net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 681.8 $ 678.3
6.6
362.2
577.2
172.0

50.0
335.3
692.3
165.6

Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property, plant and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets, net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating lease assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other long-term assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,925.0
395.5
320.4
229.1
67.4
72.0
39.6

1,796.3
306.1
293.0
233.2
65.6
60.5
16.8

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$3,049.0 $2,771.5

LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS’
EQUITY

Current liabilities:

Current portion of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liabilities
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued pension . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

2.2 $

134.6
189.2
465.9

791.9
842.3
50.9
43.1
47.0
123.4
176.1

0.5
118.4
137.9
388.8

645.6
812.8
42.8
48.8
47.0
122.4
113.9

Commitments and contingencies (Note 17)

Redeemable noncontrolling interest

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

21.1

Shareholders’ equity:

Preferred stock, $0.01 par value 5,000,000 shares authorized, none issued or outstanding at

December 31, 2020 and 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock, $0.01 par value 260,000,000 shares authorized, 174,045,610 and 173,502,375
shares issued and 151,987,081 and 154,155,798 outstanding at December 31, 2020 and
2019, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Treasury stock at cost, 22,058,529 and 19,346,577 shares at December 31, 2020 and 2019,

respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive (loss) income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total shareholders’ equity attributable to Bruker Corporation . . . . . . . . . . . . . . . . . . . .
Noncontrolling interest in consolidated subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

—

1.7

1.7

(667.0)
216.3
1,406.5
3.7

(543.8)
199.7
1,274.7
(25.5)

961.2
13.1

974.3

906.8
10.3

917.1

Total liabilities, redeemable noncontrolling interest and shareholders’ equity . . . . . . . . . .

$3,049.0 $2,771.5

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

71

BRUKER CORPORATION

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(in millions, except per share data)

Year Ended December 31,

2020

2019

2018

Product revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Service revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,638.1
343.4
6.0

$1,744.7
322.4
5.5

$1,576.6
311.7
7.3

Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,987.5

2,072.6

1,895.6

Cost of product revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of service revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of other revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

840.2
206.5
1.0

878.5
198.3
0.5

Total cost of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,047.7

1,077.3

Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

939.8

995.3

Operating expenses:
Selling, general and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other charges, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

468.6
198.0
24.9

691.5

248.3

500.2
187.7
6.5

694.4

300.9

801.1
193.4
1.1

995.6

900.0

444.7
173.4
19.5

637.6

262.4

Interest and other income (expense), net

. . . . . . . . . . . . . . . . . . . . . . . . . . . .

(22.5)

(20.5)

(17.7)

Income before income taxes and noncontrolling interest in consolidated

subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to noncontrolling interest in consolidated subsidiaries . . .

225.8
64.4

161.4
3.6

280.4
82.4

198.0
0.8

244.7
63.7

181.0
1.3

Net income attributable to Bruker Corporation . . . . . . . . . . . . . . . . . . . . . . . .

$ 157.8

$ 197.2

$ 179.7

Net income per common share attributable to

Bruker Corporation shareholders:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$
$

1.03
1.02

$
$

1.27
1.26

$
$

1.15
1.14

Weighted average common shares outstanding:

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

153.4
154.6

155.2
156.6

156.2
157.2

Consolidated net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation (net of tax of $1.2 million, $5.1 million and

$ 161.4

$ 198.0

$ 181.0

$4.4 million, respectively) adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

21.6

(20.0)

(25.5)

Pension liability adjustments (net of tax of ($1.7) million, $6.3 million and

$3.8 million, respectively)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Comprehensive income attributable to noncontrolling interests . . . . . . . . . .
. . . .
Less: Comprehensive loss attributable to redeemable noncontrolling interest

7.5

190.5
4.0
(0.5)

(23.0)

155.0
1.8
(1.5)

15.3

170.8
1.3
(0.2)

Comprehensive income attributable to Bruker Corporation . . . . . . . . . . . . . . . .

$ 187.0

$ 154.7

$ 169.7

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

72

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T

BRUKER CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

Cash flows from operating activities:
Consolidated net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile consolidated net income to cash flows from operating activities:

Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment and other non-cash expenses, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Changes in operating assets and liabilities, net of acquisitions:

Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable and accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other changes in operating assets and liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Year Ended December 31,

2020

2019

2018

$ 161.4

$ 198.0

$ 181.0

80.4
16.0
(22.5)
27.3

40.8
(91.6)
(2.4)
42.9
16.9
51.7
11.3

75.6
9.6
(5.4)
10.1

(5.0)
(60.2)
15.9
13.1
7.3
4.2
(49.8)

64.9
11.3
(15.1)
39.8

(30.5)
(35.5)
5.0
4.0
7.1
3.5
4.2

Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

332.2

213.4

239.7

Cash flows from investing activities:

Purchase of short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Maturity of short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase of available for sale debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash paid for acquisitions, net of cash acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of property, plant and equipment
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sales of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net proceeds from cross-currency swap agreements

(150.0)
106.1
(1.2)
(59.2)
(97.2)
0.2
8.6

(6.4)
—
—
(90.0)
(73.0)
11.0
—

—
117.0
—
(191.6)
(49.2)
0.4
—

Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(192.7)

(158.4)

(123.4)

Cash flows from financing activities:

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from 2019 Note Purchase Agreement
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from 2019 Term Loan Agreement
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayments of revolving lines of credit
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from revolving lines of credit
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayment of 2012 Note Purchase Agreement
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayment of other debt, net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payment of deferred financing costs
Proceeds from issuance of common stock, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payment of contingent consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payment of dividends to common stockholders
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repurchase of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash payments to noncontrolling interests

Net cash (used in) provided by financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

Net change in cash, cash equivalents and restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash, cash equivalents and restricted cash at beginning of year . . . . . . . . . . . . . . . . . . . . . . .

—
—
(305.1)
297.5
—
(0.7)
(0.1)
3.3
(7.5)
(24.6)
(123.2)
(1.2)

(161.6)

25.7

3.6
681.9

297.9
300.0
(361.9)
250.6
(15.0)
(4.6)
(4.4)
10.9
(6.2)
(25.0)
(142.3)
—

300.0

0.6

355.6
326.3

—
—
(218.1)
129.4
—
(4.8)
—
9.4
(2.3)
(25.1)
—
(0.9)

(112.4)

(6.5)

(2.6)
328.9

Cash, cash equivalents and restricted cash at end of year

. . . . . . . . . . . . . . . . . . . . . . . . . .

$ 685.5

$ 681.9

$ 326.3

Supplemental cash flow information:

Cash paid for interest

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 28.7

$ 16.0

$ 11.7

Cash paid for taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 43.0

$ 61.3

$ 60.5

Restricted cash period beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Restricted cash period ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

$

3.6

3.7

$

$

3.9

3.6

$

$

3.9

3.9

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

74

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

The Company has four operating segments, Bruker BioSpin Group, Bruker CALID Group, Bruker

Scientific Instruments (BSI) Nano Segment and Bruker Energy & Supercon Technologies (BEST). The
Company has three reportable segments, BSI Life Science Segment, BSI NANO Segment and BEST.

For financial reporting purposes, the Bruker BioSpin Group and Bruker CALID Group operating

segments are aggregated into the reportable BSI Life Science Segment because each has similar
economic characteristics, production processes, service offerings, types and classes of customers,
methods of distribution and regulatory environments.

Bruker BioSpin—The Bruker BioSpin Group designs, manufactures and distributes enabling
life science tools based on magnetic resonance technology. Bruker BioSpin Group’s revenues are
generated by academic and government research customers, pharmaceutical and biotechnology
companies and nonprofit laboratories, as well as chemical, food and beverage, clinical and other
industrial companies.

Bruker CALID (Chemicals, Applied Markets, Life Science, In-Vitro Diagnostics, Detection)—The

Bruker CALID Group designs, manufactures and distributes life science mass spectrometry and
ion mobility spectrometry solutions, analytical and process analysis instruments and solutions based
on infrared and Raman molecular spectroscopy technologies and radiological/nuclear detectors for
Chemical, Biological, Radiological, Nuclear and Explosive (CBRNE) detection. Customers of the
Bruker CALID Group include 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.

The BSI NANO Segment designs, manufactures and distributes advanced X-ray instruments;
atomic force microscopy instrumentation; advanced fluorescence optical microscopy instruments;
analytical tools for electron microscopes and X-ray metrology; defect-detection equipment for
semiconductor process control; handheld, portable and mobile X-ray fluorescence spectrometry
instruments; and spark optical emission spectroscopy systems. Customers of the BSI NANO Segment
include academic institutions, governmental customers, nanotechnology companies, semiconductor
companies, raw material manufacturers, industrial companies, biotechnology and pharmaceutical
companies and other businesses involved in materials analysis.

The BEST reportable segment develops and manufactures superconducting and

non-superconducting materials and devices for use in renewable energy, energy infrastructure,
healthcare and ‘‘big science’’ research. The segment focuses on metallic low temperature
superconductors for use in magnetic resonance imaging, nuclear magnetic resonance, fusion energy
research and other applications.

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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 had an agreement with noncontrolling interest holders that provided 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 were accelerated in certain
events. As the redemption is contingently redeemable at the option of the noncontrolling interest
shareholders, the Company classified 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. Subsequent to the acquisition, the redeemable noncontrolling interest is 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 were recorded through retained earnings. The Company exercised its option to
purchase the remainder of the entity during 2020. The carrying value of the noncontrolling interest was
accreted to the redemption value through retained earnings and then reclassified to additional paid in
capital. At December 31, 2020, there were no redeemable noncontrolling interests.

Business Combinations

The Company accounts for business combinations under the acquisition method of accounting.
Accordingly, at the date of each acquisition, the Company measures the fair value of all identifiable
assets acquired (including intangible assets), liabilities assumed and any remaining noncontrolling
interests and allocates the amounts paid to all items measured. The fair value of identifiable intangible
assets acquired is based on valuations that use information and assumptions determined by
management and which consider management’s best estimates of inputs and assumptions that a market
participant would use.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted

in the United States of America requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and reported amounts of revenues and expenses during the reporting
period.

Significant estimates and judgments made by management in preparing these financial statements

include revenue recognition, allowances for doubtful accounts, write-downs for excess and obsolete

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inventory, estimated fair values used to record impairment charges related to intangible assets,
goodwill, and other long-lived assets, amortization periods, expected future cash flows used to evaluate
the recoverability of long-lived assets and to record intangible assets in business combinations, stock-
based compensation expense, warranty allowances, restructuring and other related charges, contingent
liabilities and the recoverability of the Company’s net deferred tax assets.

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

its estimates on historical experience and various other assumptions that it believes to be reasonable
under the circumstances. Actual results may differ from management’s estimates if these results differ
from historical experience or other assumptions prove not to be substantially accurate, even if such
assumptions were reasonable when made.

Subsequent Events Considerations

The Company considers events or transactions that occur after the balance sheet date but prior to

the issuance of the financial statements to provide additional evidence for certain estimates or to
identify matters that require additional disclosure. Subsequent events have been evaluated as required.
The Company has evaluated all subsequent events and determined that, other than as reported herein,
there are no material recognized or unrecognized subsequent events.

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. Certain of these investments represent deposits which are not insured
by the FDIC or any other government agency. Cash equivalents are carried at cost, which approximates
fair value.

Short-term Investments

Short-term investments represent time and call deposits 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. There were no unrealized gains (losses) recorded as of December 31, 2020,
2019 and 2018, as cost approximates current fair value. There were no short-term investments held by
the Company as of December 31, 2018.

Restricted Cash

Restricted cash is included as a component of cash, cash equivalents, and restricted cash on the

Company’s consolidated statement of cash flows. 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.

Accounts Receivable, net

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

doubtful accounts represents the Company’s best estimate of the amount of probable credit losses in
our accounts receivable. The Company’s allowance is based on a number of factors, including an
evaluation of customer credit worthiness, the age of the outstanding receivable, economic trends and
historical experience. Provisions for doubtful accounts are recorded in selling, general and

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administrative expenses in the accompanying consolidated statements of income and comprehensive
income.

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
statement of cash flows.

Fair Value of Financial Instruments

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.

The valuation techniques that may be used by the Company to determine the fair value of Level 2

and Level 3 financial instruments are the market approach, the income approach and the cost
approach. The market approach uses prices and other relevant information generated by market
transactions involving identical or comparable assets or liabilities. The income approach uses valuation
techniques to convert future amounts to a single present value based on current market expectations
about those future amounts, including present value techniques, option-pricing models and the excess
earnings method. The cost approach is based on the amount that would be required to replace the
service capacity of an asset (replacement cost).

The Company’s financial instruments consist primarily of cash equivalents, short-term investments,
restricted cash, derivative instruments consisting of forward foreign exchange contracts, cross-currency
interest rate swap agreements, commodity contracts, derivatives embedded in certain purchase and sale
contracts, derivatives embedded within noncontrolling interests, accounts receivable, accounts payable,
contingent consideration and long-term debt. The carrying amounts of the Company’s cash equivalents,
short-term investments and restricted cash, accounts receivable, borrowings under a revolving credit
agreement and accounts payable approximate fair value because of their short-term nature. Derivative
assets and liabilities are measured at fair value on a recurring basis. The Company’s long-term debt

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consists principally of a note purchase agreement entered into in 2012 and a revolving credit
agreement, long term loan agreement and note purchase agreement entered into in 2019.

The Company has evaluated the estimated fair value of financial instruments using available
market information and management’s estimates. The use of different market assumptions and/or
estimation methodologies could have a significant effect on the estimated fair value amounts.

Concentration of Credit Risk

Financial instruments that subject the Company to credit risk consist of cash, cash equivalents,
short-term investments, derivative instruments, accounts receivables and restricted cash. The risk with
respect to cash, cash equivalents and short-term investments is minimized by the Company’s policy of
investing in short-term financial instruments issued by highly rated financial institutions. The risk with
respect to derivative instruments is minimized by the Company’s policy of entering into arrangements
with highly rated financial institutions. The risk with respect to accounts receivables is minimized by the
creditworthiness and diversity of the Company’s customers. The Company performs periodic credit
evaluations of its customers’ financial condition and generally requires an advanced deposit for a
portion of the purchase price. Credit losses have been within management’s expectations and the
allowance for doubtful accounts totaled $3.0 million and $3.4 million at December 31, 2020 and 2019,
respectively. At December 31, 2020 and 2019, no single customer represented 10% or more of the
Company’s accounts receivable. For the years ended December 31, 2020, 2019 and 2018, no single
customer represented 10% or more of the Company’s total revenue.

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
consideration usage in the preceding twelve months, expected demand, technological obsolescence and
other information including the physical condition of demonstration inventories. The Company records
a charge to cost of product revenue for the amount required to reduce the carrying value of inventory
to net realizable value. 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.

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

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and comprehensive income. Depreciation and amortization are calculated on a straight-line basis over
the estimated useful lives of the assets as follows:

Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Machinery and equipment . . . . . . . . . . . . . . . .
Computer equipment and software . . . . . . . . .
Furniture and fixtures . . . . . . . . . . . . . . . . . . .
Leasehold improvements . . . . . . . . . . . . . . . . . Lesser of 15 years or the remaining lease term

25 to 40 years
3 to 10 years
3 to 5 years
3 to 10 years

Estimated Useful Life

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. In assessing the recoverability of goodwill and indefinite-lived
intangible assets, the Company must make assumptions regarding the estimated future cash flows,
including forecasted revenue growth and the discount rate to determine the fair value of these assets. If
these estimates or their related assumptions change in the future, the Company may be required to
record impairment charges against these assets in the reporting period in which the impairment is
determined.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350):

Simplifying the Test for Goodwill Impairment. The new standard simplifies the subsequent measurement
of goodwill by eliminating the second step of the goodwill impairment test. The adoption of this ASU
on January 1, 2020 did not have a material impact on the Company’s consolidated financial statements.

The Company tests goodwill for impairment at the reporting unit level, which is the operating

segment or one level below an operating segment. The Company 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 fair value of reporting units using a weighting of
both the market and the income methodologies. Estimating the fair value of the reporting units
requires significant judgment by management. If the carrying amount of a reporting unit exceeds the
fair value of the reporting unit, an impairment charge is recognized for the amount by which the
carrying value amount exceeds the reporting unit’s fair value up to the total amount of goodwill
allocated to the reporting unit.

In process research and development, or IPR&D, acquired as part of business combinations under
the acquisition method represents ongoing development work associated with enhancements to existing
products, as well as the development of next generation products. IPR&D is initially capitalized at fair
value as an intangible asset with an indefinite life and assessed for impairment on an annual basis, or
when indicators of impairment are identified. When the IPR&D project is complete, it is reclassified as
a finite-lived intangible asset and is amortized over its estimated useful life. If an IPR&D project is
abandoned before completion or is otherwise determined to be impaired, the value of the asset or the
amount of the impairment is charged to the consolidated statements of income and comprehensive
income in the period the project is abandoned or impaired. At December 31, 2020 and 2019, the
Company did not have any IPR&D.

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

useful lives as follows:

Existing technology and related patents . . . . . .
Customer and distributor relationships . . . . . . .
Trade names . . . . . . . . . . . . . . . . . . . . . . . . . .

3 to 15 years
5 to 15 years
5 to 15 years

Estimated Useful Life

Impairment of Long-Lived Assets

Impairment losses are recorded on long-lived assets used in operations when indicators of
impairment are present and the quoted market price, if available or the estimated fair value of those
assets are less than the assets’ carrying value and are not recoverable. Determination of recoverability is
based on an estimate of undiscounted future cash flows resulting from the use of the asset and its
eventual disposition. In the event that such cash flows are not expected to be sufficient to recover the
carrying amount of the assets, the assets are written down to their fair values. Impairment losses are
charged to the consolidated statements of income and comprehensive income for the difference
between the fair value and carrying value of the asset.

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

Deferred tax assets and liabilities are recognized for the expected future tax consequences of
temporary differences between the financial statement carrying amounts and the income tax basis of
assets and liabilities. A valuation allowance is applied against any net deferred tax asset if, based on the
available evidence, it is more likely than not that some or all of the deferred tax assets will not be
realized.

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 expense.

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Customer Advances

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

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

Revenue Recognition

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards
Update (ASU) No. 2014-09, Revenue from Contracts with Customers, which supersedes the revenue
recognition requirements under Accounting Standards Codification (ASC) Topic 605. The new guidance
was the result of a joint project between the FASB and the International Accounting Standards Board
to clarify the principles for recognizing revenue and to develop common revenue standards for
U.S. GAAP and International Financial Reporting Standards. The core principle of the new guidance is
that revenue should be recognized to depict the transfer of promised goods or services to customers in
an amount that reflects the consideration to which the entity expects to be entitled in exchange for
those goods or services. The new guidance was effective as of January 1, 2018 and was applied on a
modified retrospective basis. The Company elected the practical expedient and only evaluated contracts
for which substantially all revenue had not been recognized under ASC 605 with the cumulative effect
of the new guidance recorded as of the date of initial application. The impact of adoption was an
increase to beginning retained earnings of $6.1 million, net of $2.1 million related to taxes. The
adoption impact was primarily due to the change in license revenue being recognized at a point in time
under ASC 606 rather than over time as it was recognized under ASC 605. The difference between
ASC 606 and ASC 605 was not material to the year ended December 31, 2018.

The Company recognizes revenue in accordance with 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
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

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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 includes costs incurred in connection with shipping and handling of products within

selling, general and administrative costs. Amounts billed to customers in connection with these costs
are included in total revenues. When control of the goods transfers prior to the completion of the
Company’s obligation to ship the products to its customers, the Company has elected the practical
expedient to account for the shipping services as a fulfillment cost. The Company expenses incremental
costs of obtaining a contract as and when incurred if the expected amortization period is one year or
less or the amount is immaterial. The Company excludes from the transaction price all taxes assessed
by a governmental authority on revenue-producing transactions that are collected by the Company from
a customer.

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

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 requires an advance deposit based on the terms and conditions of contracts with
customers for many of its contracts. Typically, revenue is recognized within one year of receiving an
advance deposit. The Company does not have any material payment terms that extend beyond one
year. There is minimal variable consideration included in the transaction price of the Company’s
contracts.

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 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.

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

Leases

In February 2016, the FASB issued ASU No. 2016-02, Leases, which provides guidance on the
recognition, measurement, presentation and disclosure of leases. The new standard, effective as of
January 1, 2019, superseded previous U.S. GAAP guidance on leases and requires all leases with terms
longer than 12 months to be reported on the balance sheet as right-of-use (ROU) assets and lease
liabilities, as well additional disclosures pertaining to those leases. The lease liability represents the
lessee’s obligation to make lease payments arising from a lease and will be measured as the present
value of the lease payments. The right-of-use asset represents the lessee’s right to use a specified asset
for the lease term, and will be measured at the lease liability amount, adjusted for lease prepayment,
lease incentives received and the lessee’s initial direct costs.

Under ASU No. 2016-02, companies are required to transition to the new standard in the period

of adoption at the beginning of the earliest period presented in the financial statements (January 1,
2017 for the Company). In July 2018, the FASB issued ASU No. 2018-11 as an update to ASU
No. 2016-02, which in part provided companies the option of transitioning to the new standard as of
the adoption date and recognizing a cumulative-effect adjustment to the opening balance of retained
earnings in the period of adoption. The Company adopted the new standard as of January 1, 2019
using the alternative transition method under ASU No. 2018-11 and recognized a cumulative-effect
adjustment to the opening balance sheet. The Company’s prior period financial statements were not
adjusted due to adopting the new standard based on the alternative transition method. The Company
elected the available package of practical expedients for leases that commenced prior to the effective
date that allows it to not reassess: 1) whether any expired or existing contracts are or contain leases;
2) the lease classification for any expired or existing leases; and 3) the accounting treatment of initial
direct costs for any expired or existing leases. The Company also elected the practical expedient that
allows lessees to treat lease and non-lease components of leases as a single lease component for all
asset classes. The adoption of the new standard resulted in recording $75.5 million and $77.9 million of
ROU assets and lease liabilities, respectively, as of January 1, 2019 on the Company’s balance sheet.
The adoption of the new standard did not significantly affect the Company’s results of operations.

Starting in the first quarter of 2019, the Company accounts for leases in accordance with ASC 842,

Leases. At the inception of an arrangement, the Company determines whether the arrangement is or
contains a lease based on the unique facts and circumstances present. Leases with a term greater than
12 months are recognized on the balance sheet as ROU assets with a corresponding lease liability. The
Company has elected not to recognize on the balance sheet 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 2021 to 2034, 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

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lease term includes the non-cancellable 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.

Shipping and Handling Costs

The Company includes costs incurred in connection with shipping and handling of products within

selling, general and administrative expenses in the accompanying consolidated statements of income
and comprehensive income. Shipping and handling costs were $28.3 million, $27.0 million and
$25.2 million in the years ended December 31, 2020, 2019 and 2018, respectively. Amounts billed to
customers in connection with these costs are included in total revenues.

Research and Development

The Company commits substantial capital and resources to internal and collaborative research and

development projects in order to provide innovative products and solutions to its customers. The
Company conducts research primarily to enhance system performance and improve the reliability of
existing products, and to develop revolutionary new products and solutions. 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 is capitalized at cost and is 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 $9.7 million,
$15.4 million and $14.4 million during the years ended December 31, 2020, 2019 and 2018, 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 are periodically
awarded to executive officers and other employees of the Company subject to a vesting period of three
to four years. The fair value of each option award is estimated on the date of grant using the Black-
Scholes option-pricing model.

The determination of the fair value of stock-based payment awards using the Black-Scholes model

are affected by our stock price and a number of assumptions, including expected volatility, expected

85

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 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:

2020

2019

2018

Risk-free interest rates . . . . . . . . . . . . . . . . . .
Expected life . . . . . . . . . . . . . . . . . . . . . . . . .
Volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected dividend yield . . . . . . . . . . . . . . . . . .
Weighted-average fair value per share . . . . . . .

0.23%

1.55%

2.80%

5.1 years

5.3 years

5.4 years

34.1%
0.37%
12.08

$

29.57%
0.38%
11.16

$

28.46%
0.47%
9.50

$

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. There was no redemption value adjustment of the redeemable noncontrolling interest for the
years ended December 31, 2020 and 2019.

Post Retirement Benefit Plans

The Company recognizes the over-funded or under-funded status of defined benefit pension and

other postretirement defined benefit plans as an asset or liability, respectively, in its consolidated
balance sheets and recognizes changes in the funded status in the year in which the changes occur
through other comprehensive income.

Other Comprehensive Income (Loss)

Other comprehensive income (loss) refers to revenues, expenses, gains and losses that are excluded

from net income as these amounts are recorded directly as an adjustment to shareholders’ equity, net
of tax. The Company’s other comprehensive income (loss) was composed of foreign currency
translation adjustments and pension liability adjustments.

Foreign Currency Translation

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

86

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.

Risks and Uncertainties

The Company is subject to risks common to its industry including, but not limited to, global

economic conditions, government and academic funding levels, the impact of the COVID-19 pandemic,
rapid technological change, changes in commodity prices, spending patterns of its customers, protection
of its intellectual property, availability of key raw materials and components, compliance with existing
and future regulation by government agencies and fluctuations in foreign currency exchange rates.

In December 2019, a novel strain of coronavirus, referred to as COVID-19, surfaced in Wuhan,

China. In March 2020, the COVID-19 outbreak was declared a pandemic by the World Health
Organization. The virus has spread globally. The impact of this pandemic has been and will likely
continue to be extensive in many aspects of society, which has resulted in and will likely continue to
result in disruptions to the global economy, as well as businesses and capital markets around the world.

Impacts to the Company’s business include temporary closures of many of its government and
university customers and suppliers, disruptions or restrictions on its employees’ and customers’ ability to
travel, and delays in product installations or shipments to and from affected countries. In an effort to
halt the outbreak of COVID-19, a number of countries, including the United States, have implemented
and continue to implement significant restrictions on travel, shelter in place or stay at home orders,
and business closures. Certain jurisdictions, including many within the United States, implemented
policies with the goal of re-opening these markets only to return to restrictions in the face of increases
in new COVID-19 cases. For example, a number of states, including California, Massachusetts and New
Jersey where the Company has significant operations, had issued shelter in place or stay-at-home
orders. Although these states have begun implementing phased re-opening policies, many of the
Company’s employees in these areas continue to work remotely, and any re-openings may be delayed
or pulled back if the virus continues to spread or as new strains of the virus emerge. In addition, a
number of the Company’s production facilities had to either temporarily close or operate on a reduced
capacity. Most commercial activity in sales and marketing, and customer demonstrations and
applications training, are either being conducted remotely or postponed. Customer purchasing
departments are operating at reduced capacity, and many customers could delay or cut capital
expenditures and operating budgets. Even where customers have re-opened their sites, many still
operate at productivity levels that are below pre-pandemic levels in an effort to accommodate safety
protocols. Any resurgence of the virus or the emergence of new strains of the virus may require the
Company or its customers to close or partially close operations once again. These travel restrictions,
business closures and reduction in operations at Bruker, customers, distributors, and/or suppliers have
and will continue to adversely impact the Company’s operations worldwide, including the ability to
manufacture, sell or distribute products, as well as cause temporary closures of foreign distributors, or
the facilities of suppliers or customers. This disruption of the Company’s employees, distributors,
suppliers and customers has and will continue to impact the Company’s global sales and future
operating results.

The Company is continuing to monitor and assess the effects of the COVID-19 pandemic on
commercial operations, including its impact on revenue in 2021. However, the Company cannot at this
time accurately predict what effects these conditions will ultimately have on its operations due to
uncertainties relating to the severity of the disease, the duration of the outbreak, including the impact
of any resurgence of the virus or the emergence of new strains of the virus, and the length or severity
of the travel restrictions, business closures, and other safety and precautionary measures imposed by
the governments of impacted countries. The pandemic has also adversely affected the economies and
financial markets of many countries, which has affected and likely will continue to affect demand for
the Company’s products and its operating results.

87

The preparation of the consolidated financial statements requires the Company to make estimates,
judgments and assumptions that may affect the reported amounts of assets, liabilities, equity, revenues
and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis the
Company evaluates estimates, judgments and methodologies. Changes in estimates are recorded in the
period in which they become known. The Company bases estimates on historical experience and on
various other assumptions that they believe are reasonable, the results of which form the basis for
making judgments about the carrying values of assets, liabilities and equity and the amount of revenues
and expenses. The full extent to which the COVID-19 pandemic will directly or indirectly impact the
business, results of operations and financial condition, including sales, expenses, reserves and
allowances, manufacturing, research and development costs and employee-related amounts, will depend
on future developments that are highly uncertain, including as a result of new information that may
emerge concerning COVID-19, the effectiveness of any COVID-19 vaccines and the actions taken to
contain or treat it, as well as the economic impact on local, regional, national and international
customers and markets. The Company has made estimates of the impact of COVID-19 within the
financial statements and there may be changes to those estimates in future periods. Actual results may
differ from management’s estimates if these results differ from historical experience.

Loss Contingencies

Loss contingency provisions are recorded if the potential loss from any claim, asserted or

unasserted, or legal proceeding related to patents, products and other matters, is considered probable
and the amount can be reasonably estimated or a range of loss can be determined. These accruals
represent management’s best estimate of probable loss. Disclosure is provided when it is reasonably
possible that a loss will be incurred or when it is reasonably possible that the amount of a loss will
exceed the recorded provision.

3—Recent Accounting Pronouncements

In March 2020, the FASB issued Accounting Standards Updates (‘‘ASU’’) No. 2020-04, Reference

Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting
(‘‘ASU 2020-04’’), which provides temporary optional guidance to ease the potential burden in
accounting for reference rate reform. The new guidance provides optional expedients and exceptions
for applying generally accepted accounting principles to transactions affected by reference rate reform
if certain criteria are met. These transactions include: contract modifications, hedging relationships, and
sale or transfer of debt securities classified as held-to-maturity. In January 2021, the FASB issued
ASU 2021-01, Reference Rate Reform (Topic 848): Scope, to clarify that certain optional expedients and
exceptions under the reference rate reform guidance for contract modifications and hedge accounting
apply to derivatives that are affected by the discounting transition. Specifically, certain provisions in the
reference rate reform guidance, if elected by an entity, apply to derivative instruments that use an
interest rate for margining, discounting, or contract price alignment that is modified as a result of
reference rate reform. This temporary guidance is effective for all entities as of March 12, 2020 through
December 31, 2022. The Company may elect to apply this guidance for all contract modifications or
eligible hedging relationships during that time period subject to certain criteria. The Company is still
evaluating the impact of reference rate reform and whether this guidance will be adopted.

In January 2020, the FASB issued ASU 2020-01—Investments-Equity Securities (Topic 321),
Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—
Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the Emerging
Issues Task Force), which clarifies the interaction of the accounting for certain equity securities, equity
method investments, and certain forward contracts and purchased options. The guidance clarifies that
an entity should consider observable transactions that require it to either apply or discontinue the
equity method of accounting for the purposes of applying measurement principles for certain equity

88

securities immediately before applying or discontinuing the equity method. The Company adopted this
guidance using a prospective method. The adoption of this ASU did not have a material impact on the
Company’s consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12—Income Taxes (Topic 740): Simplifying the
Accounting for Income Taxes. The guidance simplifies the accounting for income taxes by removing
certain exceptions within the current guidance; including the approach for intra-period tax allocation,
the methodology for calculating income taxes in an interim period, and the recognition of deferred tax
liabilities for outside basis differences. The amendment also improves consistent application by
clarifying and amending existing guidance related to aspects of the accounting for franchise taxes and
enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step up
in the tax basis of goodwill. This guidance is effective for annual and interim periods beginning after
December 15, 2020 and early adoption is permitted. The assessment of the adoption of this ASU is in
process and is not expected to have a material impact on the Company’s consolidated financial
statements.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820), Disclosure

Framework—Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the
disclosure requirements of fair value measurements, including the consideration of costs and benefits.
This ASU is effective for the Company in fiscal years beginning after December 15, 2019. The
Company adopted this guidance on January 1, 2020 and the adoption did not have a material impact
on it’s consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350):

Simplifying the Test for Goodwill Impairment. The new standard simplifies the subsequent measurement
of goodwill by eliminating the second step of the goodwill impairment test. This ASU will be applied
prospectively and is effective for annual or interim goodwill impairment tests in fiscal years beginning
after December 15, 2019. The Company adopted this ASU on January 1, 2020 and the adoption did
not have a material impact on it’s consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13—Financial Instruments-Credit Losses (Topic 326):
Measurement of Credit Losses on Financial Instruments. The guidance modifies the recognition of credit
losses related to financial assets, such as debt securities, trade receivables, net investments in leases,
off-balance sheet credit exposures, and other financial assets that have the contractual right to receive
cash. Current guidance requires the recognition of a credit loss when it is considered probable that a
loss event has occurred. The new guidance requires the measurement of expected credit losses to be
based upon relevant information, including historical experience, current conditions, and reasonable
and supportable forecasts that affect the collectability of the asset. As such, expected credit losses may
be recognized sooner under the new guidance due to the broader range of information that will be
required to determine credit loss estimates. The new guidance also amends the current
other-than-temporary impairment model used for debt securities classified as available-for-sale. When
the fair value of an available-for-sale debt security is below its amortized cost, the new guidance
requires the total unrealized loss to be bifurcated into its credit and non-credit components. Any
expected credit losses or subsequent recoveries will be recognized in earnings and any changes not
considered credit related will continue to be recognized within other comprehensive income (loss). This
guidance is effective for annual and interim periods beginning after December 15, 2019. The Company
adopted this new standard on January 1, 2020 using a modified retrospective method for all financial
assets measured at amortized cost. The new standard impacts the Company’s accounts receivables and
off-balance sheet credit exposures. The new standard did not have an impact on the Company’s results
of operations and cash flows.

89

4—Revenue

The following table presents the Company’s revenues by Group (in millions):

2020

2019

2018

Revenue by Group:
Bruker BioSpin . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bruker CALID . . . . . . . . . . . . . . . . . . . . . . . . . . . .
BSI NANO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
BEST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Eliminations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 600.0
653.9
556.1
189.5
(12.0)

$ 621.4
623.5
632.7
209.9
(14.9)

$ 591.1
547.8
568.1
194.8
(6.2)

Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,987.5

$2,072.6

$1,895.6

Revenue for the Company recognized at a point in time versus over time is as follows (dollars

in millions):

Revenue recognized at a point in time . . . . . . . . . . .
Revenue recognized over time . . . . . . . . . . . . . . . . .

$1,726.7
260.8

$1,847.4
225.2

$1,716.8
178.8

Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,987.5

$2,072.6

$1,895.6

2020

2019

2018

Remaining Performance Obligations

Remaining performance obligations represent the aggregate transaction price allocated to a

promise to transfer a good or service that is fully or partially unsatisfied at the end of the period. As of
December 31, 2020, remaining performance obligations were approximately $2,006.7 million. The
Company expects to recognize revenue on approximately 67.3% of the remaining performance
obligations over the next twelve months and the remaining performance obligations primarily within
one to three years.

Contract Balances

The timing of revenue recognition, billings and cash collections results in billed accounts

receivable, unbilled receivables (contract assets) and deferred revenue, customer deposits and billings in
excess of revenue recognized (contract liabilities) on the Company’s consolidated balance sheets.

Contract assets—Most of the Company’s long-term contracts are billed as work progresses in
accordance with the contract terms and conditions, either at periodic intervals or upon
achievement of certain milestones. Billing often occurs subsequent to revenue recognition, resulting
in contract assets. Contract assets are generally classified as other current assets in the
consolidated balance sheets. The balance of contract assets as of December 31, 2020 and
December 31, 2019 was $41.8 million and $43.9 million, respectively.

Contract liabilities—The Company often receives cash payments from customers in advance of the
Company’s performance, resulting in contract liabilities. These contract liabilities are classified as
either current or long-term in the consolidated balance sheet based on the timing of when revenue
recognition is expected. As of December 31, 2020 and December 31, 2019, the contract liabilities
were $399.4 million and $312.5 million, respectively. The increase in the contract liability balance
during the year ended December 31, 2020 is primarily a result of a delay in instrument installation
due to customer facility closures or reduced operations as a result of COVID-19. Approximately
$184.8 million of the contract liability balance on December 31, 2019 was recognized as revenue
during the year ended December 31, 2020.

90

5—Acquisitions

The impact of all acquisitions, individually and collectively, on revenues, net income and total

assets was not material. Pro forma financial information reflecting all acquisitions has not been
presented because the impact, individually and collectively, on revenues, net income and total assets is
not material. Amounts allocated to goodwill that are attributable to expected synergies are not
expected to be deductible for tax purposes.

2020

Canopy Biosciences

On September 10, 2020, Bruker acquired Canopy Biosciences, LLC (‘‘Canopy’’) for a purchase
price of $24.2 million with the potential for additional consideration of up to $5.0 million based on
achieving revenue targets in calendar years 2021 and 2022. Canopy is a leader in high multiplex
biomarker imaging for immunology, immune-oncology and cell therapy. Canopy will be integrated into
the BSI Nano Segment. The acquisition is being accounted for under the acquisition method. The
components and fair value allocation of the consideration transferred in connection with the acquisition
are as follows (in millions):

Consideration Transferred:

Cash paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contingent consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Working capital adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$24.4
0.5
(0.5)
0.3

Total consideration transferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$24.7

Allocation of Consideration Transferred:

Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current and non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating lease assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets:
Technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Backlog . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred taxes, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities assumed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 1.1
1.2
1.0
0.9
0.3

5.7
6.1
0.7
0.3
12.0
(2.0)
(2.6)

Total consideration allocated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$24.7

The preliminary fair value allocation included contingent consideration in the amount of

$0.5 million, which represented the estimated fair value of future payments to the former shareholders
of Canopy based on achieving revenue targets for calendar years 2021 and 2022. The Company expects
to complete the fair value allocation during the measurement period. The amortization period for the
intangible assets acquired is ten years for the customer relationships and technology, eight years for the
trade name and one year for the backlog intangible asset.

91

Hain

On October 15, 2018, Bruker acquired an 80% interest in Hain LifeScience GmbH (‘‘Hain’’) for a
purchase price of Euro 66 million (approximately $76.4 million) with options to acquire the remaining
20%. Hain is an infectious disease specialist with a broad range of molecular diagnostics solutions for
the detection of microbial and viral pathogens, as well as for molecular antibiotic resistance testing.
Hain is located in Nehren, Germany and was integrated into the BSI Life Science Segment. On
January 31, 2020, the Company acquired the remaining 20% interest in Hain for a purchase price of
EUR 20 million (approximately $22.2 million). The carrying value of the noncontrolling interest was
accreted to the redemption value of EUR 20 million through retained earnings and then reclassified to
additional paid in capital.

In addition to the acquisitions noted above, in 2020 the Company completed acquisitions 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

Consideration Consideration

Total

Cash

SmartTip B.V. . . . . . . . . . . . . . . . . . . . . . April 1, 2020 BSI Nano
Integrated Proteomics Applications, Inc.

. August 7, 2020 BSI Life Science

$3.1
3.0

$6.1

$2.4
3.0

$5.4

2019

On April 2, 2019, the Company acquired Rave LLC (Rave), a privately held company, for a
purchase price of $52.2 million with the potential for additional consideration of up to $5.0 million
based on revenue and gross margin achievements in 2019 and 2020. Rave develops and manufactures
nanomachining and laser photomask repair equipment. Rave was integrated into the BSI NANO
Segment. The acquisition of Rave was accounted for under the acquisition method. The components
and fair value allocation of the consideration transferred in connection with the acquisition were as
follows (in millions):

Consideration Transferred:
Cash paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contingent consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Working capital adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 55.8
4.4
(3.6)

Total consideration transferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 56.6

Allocation of Consideration Transferred:
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current and non current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating lease assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets:

Technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities assumed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 23.1
2.2
0.8
2.1
1.0

17.9
15.5
1.5
6.4
(13.9)

Total consideration transferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 56.6

92

The fair value allocation included contingent consideration in the amount of $4.4 million, which
represented the estimated fair value of future payments to the former shareholders of Rave based on
achieving revenue and gross margin percentage targets for the period ended April 30, 2020. The
Company completed the fair value allocation during 2020. The amortization period for all intangible
assets acquired in connection with Rave is ten years.

In addition to the Rave acquisition noted above, in the year ended December 31, 2019, the
Company completed various other acquisitions that collectively complemented the Company’s existing
product offerings or added aftermarket and software capabilities to the Company’s existing businesses.
The following table reflects the consideration transferred and the respective reportable segment for
each of these acquisitions (in millions):

Name of Acquisition

Date Acquired

Segment

Consideration

Arxspan, LLC . . . . . . . . . . . . . . . .
Ampegon PPT GmbH . . . . . . . . . .
PMOD Technologies GmbH . . . . .
Magnettech GmbH . . . . . . . . . . . .
BioVendor Instruments a.s.

BSI Life Science
BEST
BSI Life Science
BSI Life Science
. . . . . . November 1, 2019 BSI Life Science

March 4, 2019
March 7, 2019
July 1, 2019
October 2, 2019

$16.6
2.0
8.9
9.3
1.3

$38.1

Cash
Consideration

$14.4
2.0
7.9
9.3
1.3

$34.9

2018

In the year ended December 31, 2018, the Company completed various acquisitions that

collectively complemented the its existing product offerings or added aftermarket and software
capabilities to the Company’s existing businesses.

93

The following tables reflect the consideration transferred and the respective reportable segment for

each of the 2018 acquisitions (in millions):

Segment

Consideration Transferred:
Cash paid . . . . . . . . . . . . . . . . . . . . . . . . .
Cash acquired . . . . . . . . . . . . . . . . . . . . . .
Contingent consideration . . . . . . . . . . . . . .

Total consideration transferred . . . . . . . .

Allocation of Consideration Transferred:
Inventories . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable . . . . . . . . . . . . . . . . . .
Other current and non-current assets . . . . .
Property, plant and equipment . . . . . . . . . .
Intangible assets:

Technology . . . . . . . . . . . . . . . . . . . . . .
Customer relationship . . . . . . . . . . . . . .
Backlog . . . . . . . . . . . . . . . . . . . . . . . . .
Trade name . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred taxes, net . . . . . . . . . . . . . . . . . .
Liabilities assumed . . . . . . . . . . . . . . . . . .
Assumed debt . . . . . . . . . . . . . . . . . . . . . .
Redeemable noncontrolling interest . . . . . .
Hybrid instrument liability . . . . . . . . . . . . .

Anasys

JPK

Mestrelab

Hain

Alicona

BSI NANO BSI NANO

BSI
Life Science

BSI
Life Science

BSI NANO

$27.0
—
5.3

$32.3

$ 2.8
0.8
1.1
—

7.3
8.0
1.8
0.6
16.6
(3.2)
(3.5)
—
—
—

$16.6
(0.2)
4.3

$20.7

$ 3.0
1.8
0.7
—

7.0
7.5
1.1
0.6
8.0
(4.9)
(4.1)
—
—
—

$ 11.2
(1.9)
—

$ 9.3

$ —
2.4
0.8
0.1

4.9
4.7
—
0.5
12.5
(2.5)
(1.3)
—
—
(12.8)

$ 76.6
(3.4)
—

$ 73.2

$ 9.7
5.9
1.5
2.3

38.1
38.6
—
3.9
42.3
(19.6)
(15.0)
(11.3)
(23.2)
—

$55.4
(1.4)
—

$54.0

$10.1
3.7
2.0
1.5

15.2
19.8
2.3
1.9
19.3
(9.1)
(6.5)
(6.2)
—
—

Total consideration transferred . . . . . . . .

$32.3

$20.7

$ 9.3

$ 73.2

$54.0

Anasys

On April 8, 2018, the Company acquired a 100% interest in Anasys Instruments Corp. (Anasys), a

privately held company, for a purchase price of $27.0 million with the potential for additional
consideration based on achieving revenue targets in 2019 and 2020. Anasys develops and manufactures
nanoscale infrared spectroscopy and thermal measurement instruments. Anasys was integrated into the
BSI NANO Segment.

The fair value allocation included contingent consideration in the amount of $5.3 million, which
represented the estimated fair value of future payments to the former shareholders of Anasys based on
Anasys achieving annual revenue targets for the years 2019 and 2020. The Company completed the fair
value allocation in the fourth quarter of 2018. The amortization period for all intangible assets acquired
in connection with Anasys is eight years, except for backlog which will be amortized over one year.

JPK

On July 11, 2018, the Company acquired a 100% interest in JPK Instruments AG (JPK), a
privately held company, for a purchase price of Euro 14.2 million (approximately $16.6 million), with
the potential for additional consideration based on various operational achievements throughout 2019
and 2020. JPK adds in-depth expertise in live-cell imaging, cellular mechanics, adhesion, and molecular
force measurements, optical trapping, and biological stimulus-response characterization to Bruker’s
capabilities. JPK is located in Berlin, Germany and was integrated into the BSI NANO Segment.

94

The fair value allocation included contingent consideration in the amount of $4.3 million, which
represented the estimated fair value of future payments to the former shareholders of JPK based on
JPK achieving various operational achievements for the years 2019 and 2020. The Company completed
the fair value allocation in the second quarter of 2019. The amortization period for all intangible assets
acquired in connection with JPK is eight years, except for backlog which was amortized over one year.

Mestrelab

On October 1, 2018, Bruker acquired a 24.9% interest in Mestrelab Research, S.L. (Mestrelab) for

a purchase price of Euro 4.7 million (approximately $5.4 million) and acquired an additional 26.1%
interest on December 4, 2018 for a purchase price of Euro 5.2 million (approximately $5.9 million).
The Company has options that can be exercised after 2022 to acquire the remaining 49%. Mestrelab
adds in-depth expertise to assist in advancing chemistry software that handles spectroscopic data and
extracts and manages chemical information from a variety of analytical techniques, including, for
example, NMR and mass spectrometry. Mestrelab is located in Santiago de Compostela, Spain and was
integrated into the BSI Life Science Segment.

The Company completed the fair value allocation in the fourth quarter of 2019. The amortization

period for all intangible assets acquired in connection with Mestrelab is nine years, except for customer
relationships which will be amortized over ten years.

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 49% of Mestrelab for cash at a contractually defined
redemption value. These rights (embedded derivative) are exercisable beginning in 2022 and can be
accelerated, at a discounted redemption value, upon certain events related to post combination services.
As the option is tied to continued employment, the Company classified the hybrid instrument
(noncontrolling interest with an embedded derivative) as a long-term liability on the consolidated
balance sheet. Subsequent to the acquisition, the carrying value of the hybrid instrument is remeasured
to fair value with changes recorded to stock-based compensation expense in proportion to the requisite
service period vested. During the year ended December 31, 2019, the fair value remeasurement
resulted in a $2.3 million stock compensation benefit.

Hain

On October 15, 2018, Bruker acquired an 80% interest in Hain Lifescience GmbH (Hain) for a

purchase price of Euro 66 million (approximately $76.4 million) and had options to acquire the
remaining 20% exercisable after 2022. Hain is an infectious disease specialist with a broad range of
molecular diagnostics solutions for the detection of microbial and viral pathogens, as well as for
molecular antibiotic resistance testing. Hain is located in Nehren, Germany and was integrated into the
BSI Life Science Segment.

The Company completed the fair value allocation in the fourth quarter of 2019. The amortization

period for all intangible assets acquired in connection with Hain is 15 years.

Concurrent with the acquisition, the Company entered into an agreement with the noncontrolling
interest holders that provided the Company with the right to purchase, and the noncontrolling interest
holders with the right to sell, the remaining 20% of Hain for cash at a contractually defined
redemption value. These rights are accelerated in certain events. As the redemption is contingently
redeemable at the option of the noncontrolling interest shareholders, the Company classifies the
carrying amount of the redeemable noncontrolling interest in the mezzanine section on the
consolidated balance sheet, which is presented above the equity section and below liabilities. The
agreement establishes a redemption price floor of Euro 16.7 million. Beginning in 2022, the redemption

95

price is capped at Euro 46 million and increases by Euro 6 million each year thereafter if unexercised
by either party.

Subsequent to the acquisition, the redeemable noncontrolling interest is measured at the greater of

the amount that would be paid if settlement occurred as of the balance sheet date based on the
contractually defined redemption value and its carrying amount adjusted for net income (loss)
attributable to the noncontrolling interest. Adjustments to the carrying value of the redeemable
noncontrolling interest are recorded through retained earnings. During the year ended December 31,
2019, there were no adjustments to the carrying value of the redeemable noncontrolling interest.

Alicona

On December 17, 2018, Bruker acquired a 100% interest in Agapetus GmbH (Alicona) for a
purchase price of Euro 48.9 million (approximately $55.4 million). Alicona is a provider of optical-
based metrology products. Alicona is located in Graz, Austria and was integrated into the BSI NANO
Segment.

The Company completed the fair value allocation in the fourth quarter of 2019. The amortization

period for the intangible assets acquired in connection with Alicona is 8 years for the customer
relationships and technology intangible assets, 12 years for the trade name intangible asset and 1 year
for the backlog intangible asset.

Other Acquisitions

In addition to the acquisitions noted above, in the year ended December 31, 2018, the Company
completed various other acquisitions that collectively complemented the Company’s existing product
offerings or added aftermarket and software capabilities to the Company’s existing businesses. The total
consideration transferred for the additional acquisitions was $12.7 million.

6—Allowance for Doubtful Accounts

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

Balance at December 31, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deductions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 4.7
0.8
(1.7)

Balance at December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deductions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Balance at December 31, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deductions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3.8
1.5
(1.9)

3.4
0.9
(1.3)

Balance at December 31, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 3.0

96

7—Inventories

Inventories consisted of the following (in millions):

Raw materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Work-in-process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Demonstration units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$198.8
245.7
152.1
95.7

$188.8
206.4
104.5
77.5

Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$692.3

$577.2

2020

2019

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, 2020 and 2019, inventory-in-transit
was $67.8 million and $36.0 million, respectively.

8—Property, Plant and Equipment, Net

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

millions):

Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Building and leasehold improvements . . . . . . . . . . . . . . . . . . . . .
Machinery, equipment, software and furniture and fixtures . . . . .

$ 36.5
374.7
416.8

$ 26.5
305.2
400.0

Less accumulated depreciation and amortization . . . . . . . . . . . . .

828.0
(432.5)

731.7
(425.6)

Property, plant and equipment, net . . . . . . . . . . . . . . . . . . . . .

$ 395.5

$ 306.1

2020

2019

Depreciation expense, which includes the amortization of leasehold improvements, for the years

ended December 31, 2020, 2019 and 2018 was $44.7 million, $37.3 million and $36.0 million,
respectively.

9—Goodwill and Intangible Assets

Goodwill

The following table sets forth the changes in the carrying amount of goodwill by segment (in

millions):

Balance at December 31, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . .
Current period additions/adjustments . . . . . . . . . . . . . . . . . . . .
Foreign currency impact . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Balance at December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . .
Current period additions/adjustments . . . . . . . . . . . . . . . . . . . .
Foreign currency impact . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Balance at December 31, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . .
Current period additions/adjustments . . . . . . . . . . . . . . . . . . . .
Foreign currency impact . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

BSI Life
Science

$ 8.9
64.1
(1.0)

72.0
13.1
(0.9)

84.2
—
7.9

BSI NANO BEST

Total

$160.9
44.9
(2.1)

$ — $169.8
— 109.0
(3.1)
—

203.7
6.3
(1.5)

208.5
13.7
5.8

— 275.7
19.7
0.3
(2.4)
—

0.3
—
—

293.0
13.7
13.7

Balance at December 31, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . .

$92.1

$228.0

$0.3

$320.4

97

As a result of the impact of the COVID-19 pandemic, the Company performed an interim
impairment assessment of the goodwill balance as of March 31, 2020 using a combination of both
quantitative and qualitative approaches. Based on this interim assessment, the Company concluded the
fair values of each of the reporting units were significantly greater than their carrying amounts, and
therefore, no impairment is required. The goodwill assessment was based on management’s estimates
and assumptions, certain of which are dependent on external factors. No further triggering events were
identified subsequent to March 31, 2020. To the extent actual results differ materially from these
estimates, and the risks presented by COVID-19 and the current economic environment persist to
negatively affect the Company’s operations in subsequent periods, further interim impairment
assessments could be required, which could result in an impairment of goodwill.

The Company performed its annual impairment evaluation using both a quantitative and
qualitative approach at December 31, 2020 and 2019, and a quantitative approach at December 31,
2018 and concluded it was more likely than not that goodwill has not been impaired. Based on the
most recent quantitative analysis the fair values of each of the Company’s reporting units was greater
than their carrying amounts and, therefore, no impairment was required.

The Company has recorded $3.1 million in the cumulative impairment of goodwill.

Intangible Assets

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

2020

2019

Gross
Carrying
Amount

Accumulated
Amortization

Net
Carrying
Amount

Gross
Carrying
Amount

Accumulated
Amortization

Net
Carrying
Amount

Existing technology and related

patents . . . . . . . . . . . . . . . . . . . . .
Customer relationships . . . . . . . . . . .
Non-compete contracts . . . . . . . . . . .
Trade names . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . .

$309.8
148.3
—
15.2
0.3

$(194.6)
(45.4)
—
(4.4)
(0.1)

$115.2
102.9
—
10.8
0.2

$300.9
134.7
1.8
13.7
5.5

$(182.4)
(30.9)
(1.8)
(2.9)
(5.4)

Intangible assets . . . . . . . . . . . . . .

$473.6

$(244.5)

$229.1

$456.6

$(223.4)

$118.5
103.8
—
10.8
0.1

$233.2

For the years ended December 31, 2020, 2019 and 2018, the Company recorded amortization

expense of approximately $35.8 million, $38.3 million and $28.9 million, respectively, in the
consolidated statements of income and comprehensive income.

The estimated future amortization expense related to amortizable intangible assets is as follows

(in millions):

2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 36.3
30.7
28.0
25.6
24.7
83.8

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$229.1

98

10—Other Current Liabilities

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

2020

2019

Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued warranty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contingent consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal and professional fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$118.0
110.6
20.3
2.7
98.0
18.5
8.0
21.3
14.3
54.2

$102.6
105.7
21.1
12.6
52.4
17.5
1.2
20.6
8.8
46.3

Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$465.9

$388.8

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

Balance at December 31, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accruals for warranties issued during the year . . . . . . . . . . . . . . . . . . . . .
Settlements of warranty claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency impact . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 20.6
21.3
(21.5)
(0.7)

Balance at December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accruals for warranties issued during the year . . . . . . . . . . . . . . . . . . . . .
Settlements of warranty claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency impact . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Balance at December 31, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accruals for warranties issued during the year . . . . . . . . . . . . . . . . . . . . .
Settlements of warranty claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency impact . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

19.7
24.5
(22.9)
(0.2)

21.1
19.2
(21.1)
1.1

Balance at December 31, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 20.3

11—Debt

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

US Dollar notes under the 2012 Note Purchase Agreement . . . . . .
CHF notes (in dollars) under the 2019 Note Purchase Agreement .
US Dollar notes under the 2019 Term Loan . . . . . . . . . . . . . . . . .
Unamortized debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital lease obligations and other loans . . . . . . . . . . . . . . . . . . . .

2020

2019

$205.0
335.5
300.0
(2.4)
6.4

$205.0
306.8
300.0
(2.6)
4.1

Total debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . .
Current portion of long-term debt

844.5
(2.2)

813.3
(0.5)

Total long-term debt, less current portion . . . . . . . . . . . . . . . . . . .

$842.3

$812.8

On December 11, 2019, the Company entered into (1) a new revolving credit agreement to
establish a new revolving credit facility in the aggregate principal amount of $600 million; (2) a term

99

loan agreement to establish a new term loan facility in the aggregate principal amount of $300 million;
and (3) a note purchase agreement to issue and sell CHF 297 million aggregate principal amount of
1.01% senior notes due December 11, 2029.

The new revolving credit agreement replaced the Company’s $500 million five-year revolving credit
agreement established on October 27, 2015, which was terminated on December 11, 2019. The existing
$105 million 4.31% Series 2012A Senior Notes, Tranche C, due January 18, 2022, and the existing
$100 million 4.46% Series 2012A Senior Notes, Tranche D, due January 18, 2024, which the Company
issued pursuant to a note purchase agreement dated January 18, 2012, remain in full force and effect.

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

described below.

2019 Revolving Credit Agreement

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

Revolving Credit Agreement. The 2019 Revolving Credit Agreement provides for a five-year revolving
credit facility in the U.S. Dollar equivalent amount of $600 million, comprised of sub-facilities for
revolving loans, swing-line loans, letters of credit and foreign borrowings. The 2019 Revolving Credit
Agreement also provides for an uncommitted incremental facility whereby, under certain circumstances,
the Company may, at its option, increase the amount of the revolving facility or incur term loans in an
aggregate amount not to exceed $250 million. Loans under the 2019 Revolving Credit Agreement will
be repayable in full at maturity and may also be prepaid at the Company’s option in whole or in part
without premium or penalty. Amounts borrowed under the 2019 Revolving Credit Agreement may be
repaid and reborrowed from time to time prior to the maturity date. The obligations under the 2019
Revolving Credit Agreement are unsecured and are fully and unconditionally guaranteed by the
Company and certain of its subsidiaries.

Borrowings under the 2019 Revolving Credit Agreement bear interest at a rate equal to, at the

Company’s option, (a) the London Interbank Offered Rate (LIBOR) applicable to the relevant
currency, plus a margin ranging from 1.000% to 1.500%, based on the Company’s leverage ratio, or
(b) the highest of (i) the federal funds effective rate plus 1⁄2 of 1%, (ii) the prime rate announced by
Bank of America, N.A., and (iii) LIBOR, as adjusted, plus 1%, plus, in each case, a margin rate
ranging from 0.100% to 0.500%, based on the Company’s leverage ratio. The Company has also agreed
to pay a quarterly facility fee based on the aggregate unused amount available under the 2019
Revolving Credit Agreement ranging from 0.100% to 0.200%, based on the Company’s leverage ratio.

The 2019 Revolving Credit Agreement includes affirmative, negative and financial covenants and
events of default customary for financings of this type. The negative covenants include, among others,
restrictions on liens, indebtedness of the Company and its subsidiaries, asset and equity sales, dividends,
and transactions with affiliates. The financial covenants include maximum leverage ratio and minimum
interest coverage ratios of the Company, specifically, the Company’s leverage ratio cannot exceed 3.5
and the interest coverage ratio cannot be less than 2.5. The events of default include, among others,
payment defaults, defaults in the performance of affirmative and negative covenants, the inaccuracy of
representations and warranties, bankruptcy and insolvency related events, certain ERISA events,
material judgments, and the occurrence of a change of control.

The following is a summary of the maximum commitments and the net amounts available to the
Company under the 2019 Revolving Credit Agreement and other lines of credit with various financial

100

institutions located primarily in Germany and Switzerland that are unsecured and typically due upon
demand with interest payable monthly (dollars in millions):

Weighted
Average
Interest Rate

Total Amount

Total
Amount
Committed Uncommitted Outstanding
Borrowings
by Lenders
by Lenders

2019 Credit Agreement . . . . . .
Bank guarantees and working

1.3%

$600.0

—

capital line . . . . . . . . . . . . .

0.0%

Total revolving lines of credit

132.9

$732.9

103.3

103.3

$—

—

$—

Total
Committed and
Outstanding Uncommitted

Letters of
Credit

$

0.1

132.9

$133.0

Amounts
Available

$599.9

103.3

$703.2

2019 Term Loan Agreement

On December 11, 2019, the Company, together with certain of its subsidiaries, as borrowers,
entered into a term loan agreement, referred to as Term Loan Agreement with a bank consortium. The
Term Loan Agreement provides for a $300 million seven-year term loan facility subject to terms and
conditions substantially consistent with those provisions contained in the 2019 Revolving Credit
Agreement. Loans under the Term Loan Agreement will be repayable in full at maturity, subject to
scheduled amortization beginning in 2022, and may also be prepaid at the Company’s option in whole
or in part without premium or penalty. The obligations under the Term Loan Agreement are unsecured
and are fully and unconditionally guaranteed by certain of the Company’s subsidiaries.

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

The other terms of the Term Loan Agreement are substantially similar to the terms of the 2019

Revolving Credit Agreement, including representations and warranties, affirmative, negative and
financial covenants, and events of default.

2019 Note Purchase Agreement

On December 11, 2019, the Company entered into a note purchase agreement, referred to as the

2019 Note Purchase Agreement, with a group of institutional accredited investors. Pursuant to the 2019
Note Purchase Agreement, the Company issued and sold CHF 297 million aggregate principal amount
of 1.01% senior notes due December 11, 2029, referred to as the 2019 Senior Notes. The obligations
under the Note Purchase Agreement are unsecured and are fully and unconditionally guaranteed by
certain of the Company’s subsidiaries.

Interest on the 2019 Senior Notes is payable semi-annually on June 11 and December 11 of each

year, commencing June 11, 2020. The 2019 Senior Notes are unsecured obligations of the Company
and are fully and unconditionally guaranteed by certain of the Company’s subsidiaries. The Company
may prepay some or all of the 2019 Senior Notes at any time in an amount not less than 10% of the
aggregate principal amount of the 2019 Senior Notes then outstanding at a price equal to the sum of
(a) the principal amount to be prepaid, plus accrued and unpaid interest, (b) any applicable
‘‘make-whole’’ amount, and (c) certain other fees and expenses. In the event of a change in control (as
defined in the 2019 Note Purchase Agreement) of the Company, the Company may be required to
prepay the 2019 Senior Notes at a price equal to 100% of the principal amount thereof, plus accrued
and unpaid interest and certain other fees and expenses.

101

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

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

2012 Note Purchase Agreement

In January 2012, the Company entered into a note purchase agreement, referred to as the 2012
Note Purchase Agreement, with a group of accredited institutional investors. Pursuant to the 2012 Note
Purchase Agreement, the Company issued and sold $240.0 million of senior notes, referred to as the
2012 Senior Notes, which consist of the following:

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

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

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

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

On January 18, 2017, the outstanding $20.0 million principal amount of Tranche A of the 2012

Senior Notes was repaid in accordance with the terms of the 2012 Note Purchase Agreement. On
January 18, 2019, the outstanding $15.0 million principal amount of Tranche B of the 2012 Senior
Notes was repaid in accordance with the terms of the 2012 Note Purchase Agreement.

Under the terms of the 2012 Note Purchase Agreement, interest is payable semi-annually on
January 18 and July 18 of each year. The 2012 Senior Notes are unsecured obligations of the Company
and are fully and unconditionally guaranteed by certain of the Company’s direct and indirect
subsidiaries. The 2012 Senior Notes rank pari passu in right of repayment with the Company’s other
senior unsecured indebtedness. The Company may prepay some or all of the 2012 Senior Notes at any
time in an amount not less than 10% of the original aggregate principal amount of the 2012 Senior
Notes to be prepaid, at a price equal to the sum of (a) 100% of the principal amount thereof, plus
accrued and unpaid interest, and (b) the applicable make-whole amount, upon not less than 30 and no
more than 60 days’ written notice to the holders of the 2012 Senior Notes. In the event of a change in
control of the Company, as defined in the Note Purchase Agreement, the Company may be required to
prepay the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid
interest.

The 2012 Note Purchase Agreement contains affirmative covenants, including, without limitation,

maintenance of corporate existence, compliance with laws, maintenance of insurance and properties,
payment of taxes, addition of subsidiary guarantors and furnishing notices and other information. The
2012 Note Purchase Agreement also contains certain restrictive covenants that restrict the Company’s
ability to, among other things, incur liens, transfer or sell assets, engage in certain mergers and
consolidations and enter into transactions with affiliates. The 2012 Note Purchase Agreement also
includes customary representations and warranties and events of default. In the case of an event of
default arising from specified events of bankruptcy or insolvency, all outstanding 2012 Senior Notes will

102

become due and payable immediately without further action or notice. In the case of payment events of
defaults, any holder of 2012 Senior Notes affected thereby may declare all 2012 Senior Notes held by it
due and payable immediately. In the case of any other event of default, a majority of the holders of the
2012 Senior Notes may declare all the 2012 Senior Notes to be due and payable immediately. Pursuant
to the 2012 Note Purchase Agreement, so long as any 2012 Senior Notes are outstanding, the Company
will not permit (i) its leverage ratio, as determined pursuant to the 2012 Note Purchase Agreement, as
of the end of any fiscal quarter to exceed 3.50 to 1.00, (ii) its interest coverage ratio as determined
pursuant to the 2012 Note Purchase Agreement as of the end of any fiscal quarter for any period of
four consecutive fiscal quarters to be less than 2.50 to 1 or (iii) priority debt at any time to exceed 25%
of consolidated net worth, as determined pursuant to the 2012 Note Purchase Agreement.

As of December 31, 2020, the Company was in compliance with the covenants of all debt

agreements.

Annual maturities of debt outstanding, less deferred financing cost amortization are as follows (in

millions):

2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2.6
$
112.0
16.6
115.8
15.2
584.7

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$846.9

As of December 31, 2020 and 2019, the Company has entered into several cross-currency and
interest rate swap agreements with a notional value of $150.0 million of U.S. to Swiss Franc and a
notional value of $355.0 million of U.S. to Euro to hedge the variability in the movement of foreign
currency exchange rates on portions of our Euro and Swiss Franc denominated net asset investments.
These agreements qualify for hedge accounting and accordingly the change in fair value of the
derivative are recorded in other comprehensive income as part of foreign currency translation
adjustments and remain in accumulated comprehensive income (loss) attributable to Bruker
Corporation in shareholders’ equity until the sale or substantial liquidation of the foreign operation.
The difference between the interest rate received and paid under the interest rate and cross-currency
swap agreements is recorded in interest and other income (expenses) in the consolidated statements of
income and comprehensive income. As a result of entering into these agreements, the Company has
lowered net interest expense by $7.2 million and $0.6 million during 2020 and 2019, respectively. The
losses related to hedges of net asset investments in international operations that were recorded within
the cumulative translational adjustment section of other comprehensive income were $47.1 million and
$6.8 million for the years ended December 31, 2020 and 2019, respectively.

Interest expense for the years ended December 31, 2020, 2019 and 2018 was $14.4 million,

$16.0 million and $12.6 million, respectively.

103

12—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, 2020

Assets:
Time deposits and money market funds . . . . . . . . . . . .
Short-term investments . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate and cross currency swap agreements . . . . .
Foreign exchange contracts . . . . . . . . . . . . . . . . . . . . .
Embedded derivatives in purchase and delivery

contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fixed price commodity contracts . . . . . . . . . . . . . . . . .
Debt securities available for sale . . . . . . . . . . . . . . . . .

Total

$183.2
50.0
7.6
2.1

0.1
3.1
1.2

Total assets recorded at fair value . . . . . . . . . . . . . .

$247.3

Liabilities:
Contingent consideration . . . . . . . . . . . . . . . . . . . . . .
Hybrid instrument liability . . . . . . . . . . . . . . . . . . . . .
Interest rate and cross currency swap agreements . . . . .
Foreign exchange contracts . . . . . . . . . . . . . . . . . . . . .

$

4.3
13.9
61.5
0.4

Total liabilities recorded at fair value . . . . . . . . . . . .

$ 80.1

December 31, 2019

Assets:
Time deposits and money market funds . . . . . . . . . . . . .
Short-term investments . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate and cross currency swap agreements
. . . . .
Foreign exchange contracts . . . . . . . . . . . . . . . . . . . . . .
Embedded derivatives in purchase and delivery contracts

Total

$ 9.0
6.6
10.1
0.9
0.1

Fixed price commodity contracts . . . . . . . . . . . . . . . . . .

0.3

Total assets recorded at fair value . . . . . . . . . . . . . . .

$27.0

Liabilities:
Contingent consideration . . . . . . . . . . . . . . . . . . . . . . .
Hybrid instrument liability . . . . . . . . . . . . . . . . . . . . . .
Interest rate and cross currency swap agreements
. . . . .
Foreign exchange contracts . . . . . . . . . . . . . . . . . . . . . .
Embedded derivatives in purchase and delivery contracts

$15.8
10.6
16.9
0.4
0.6

Total liabilities recorded at fair value . . . . . . . . . . . . .

$44.3

Quoted Prices
in Active
Markets
Available
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

$—
—
—
—

—
—
—

$—

$—
—
—
—

$—

$183.2
50.0
7.6
2.1

0.1
3.1
—

$ —
—
—
—

—
—
1.2

$246.1

$ 1.2

$ —
—
61.5
0.4

$ 61.9

$ 4.3
13.9
—
—

$18.2

Quoted Prices
in Active
Markets
Available
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

$—
—
—
—
—

—

$—

$—
—
—
—
—

$—

$ 9.0
6.6
10.1
0.9
0.1

0.3

$27.0

$ —
—
16.9
0.4
0.6

$17.9

$ —
—
—
—
—

—

$ —

$15.8
10.6
—
—
—

$26.4

104

Derivative financial instruments are classified within level 2 because there is not an active market

for each derivative contract. However, the inputs used to calculate the value of the instruments are
obtained from active markets.

The Company measures certain assets and liabilities at fair value with changes in fair value
recognized in earnings. Fair value treatment may be elected either upon initial recognition of an
eligible asset or liability or, for an existing asset or liability, if an event triggers a new basis of
accounting. The 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 year
ended December 31, 2020 or 2019.

The fair value of the long-term fixed interest rate debt, which has been classified as Level 2, was
$549.8 million and $517.4 million at December 31, 2020 and 2019, respectively, based on market and
observable sources with similar maturity dates.The remaining long-term debt has variable interest rates
and the cost approximates fair value accordingly.

On a quarterly basis, the Company reviews its short-term investments to determine if there have

been any events that could create an impairment. None were noted for the years ended December 31,
2020, 2019 and 2018.

Debt securities consist of investments in redeemable preferred stock. Debt securities are classified

as either current or long-term investments based on their contractual maturities unless the Company
intends to sell an investment within the next twelve months, in which case it is classified as current on
the consolidated balance sheets. Debt securities are classified as available for sale and are carried at
fair value.

Contingent consideration recorded within other current liabilities represents the estimated fair

value of future payments to the former shareholders as part of certain acquisitions. These contingent
considerations are 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 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.

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

Balance at December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current period additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current period adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current period settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Balance at December 31, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current period additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current period adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current period settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$15.1
5.4
2.3
(6.7)
(0.3)

15.8
1.2
(4.4)
(8.7)
0.4

Balance at December 31, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 4.3

105

As part of the Mestrelab 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 49% of Mestrelab for cash at a
contractually defined redemption value. These rights (an embedded derivative) are exercisable
beginning in 2022 and can be accelerated, at a discounted redemption value, upon certain events
related to post combination services. As the option is tied to continued employment, the Company
classified the hybrid instrument (noncontrolling interest with an embedded derivative) as a long-term
liability on the consolidated balance sheet. Subsequent to the acquisition, the carrying value of the
hybrid instrument is remeasured to fair value with changes recorded to stock-based compensation
expense in proportion to the requisite service period vested. The hybrid instrument is classified as
Level 3 in the fair value hierarchy.

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

Balance at December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current period additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$12.9
(2.3)

Balance at December 31, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current period additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10.6
2.6
0.7

Balance at December 31, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$13.9

13—Derivative Instruments and Hedging Activities

Interest Rate Risk

The Company’s exposure to interest rate risk relates primarily to outstanding variable rate debt
and adverse movements in the related market rates. Typically, the most significant component of the
Company’s interest rate risk relates to amounts outstanding under the 2019 Credit Agreement and the
2019 Term Loan.

Commodity Price Risk Management

The Company has arrangements with certain customers under which it has a firm commitment to

deliver copper based superconductors at a fixed price. In order to minimize the volatility that
fluctuations in the price of copper have on the Company’s sales of these commodities, the Company
enters into commodity hedge contracts. At December 31, 2020 and 2019, the Company has fixed price
commodity contracts with notional amounts aggregating $8.8 million and $5.6 million, respectively. As
commodity contracts settle, gains (losses) as a result of changes in fair values are adjusted to the
contracts with the customers through revenues.

Foreign Exchange Rate Risk Management

The Company generates a substantial portion of its revenues and expenses in international

markets, principally Germany and other countries in the European Union and Switzerland, which
subjects its operations to the exposure of exchange rate fluctuations. The impact of currency exchange
rate movement can be positive or negative in any period. The Company periodically enters into foreign
currency contracts in order to minimize the volatility that fluctuations in currency translation have on
its monetary transactions. Under these arrangements, the Company typically agrees to purchase a fixed
amount of a foreign currency in exchange for a fixed amount of U.S. Dollars or other currencies on
specified dates with maturities of less than twelve months, with some agreements extending to longer
periods. These transactions do not qualify for hedge accounting and, accordingly, the instrument is

106

recorded at fair value with the corresponding gains and losses recorded in the consolidated statements
of income and comprehensive income.

The Company had the following notional amounts outstanding under foreign exchange contracts

and cross-currency interest rate swap agreements (in millions):

December 31, 2020

December 31, 2019

Notional Amount
in U.S. Dollars

Fair Value

Notional Amount
in U.S. Dollars

Fair Value

Forward Currency Contracts (1):

Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . .

$175.8
102.5

$ 2.1
(0.4)

$ 66.7
7.7

Cross-Currency and Interest Rate Swap

Agreements (2):
Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . .

505.0

$783.3

(53.9)

$(52.2)

505.0

$579.4

$ 0.9
(0.4)

(6.8)

$(6.3)

(1) Derivatives not designated as accounting hedges.

(2) Derivatives designated as accounting hedges.

In addition, the Company periodically enters into purchase and sales contracts denominated in
currencies other than the functional currency of the parties to the transaction. The Company accounts
for these transactions separately valuing the ‘‘embedded derivative’’ component of these contracts. The
contracts, denominated in currencies other than the functional currency of the transacting parties,
amounted to $7.5 million for the delivery of products and $4.8 million for the purchase of products at
December 31, 2020 and $12.3 million for the delivery of products and $6.1 million for the purchase of
products at December 31, 2019. The changes in the fair value of these embedded derivatives are
recorded in interest and other income (expense), net in the consolidated statements of income and
comprehensive income.

The fair value of the derivative instruments described above were recorded in the consolidated

balance sheets as follows (in millions):

Derivatives designated as hedging instruments
Interest rate cross-currency swap agreements
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . .
Other long-term liabilities . . . . . . . . . . . . . . . . . . . . . .
Total derivatives designated as hedging instruments . . . . .

Derivatives not designated as hedging instruments
Forward currency contracts

December 31,
2020

December 31,
2019

$ 7.6
(4.3)
(57.2)

(53.9)

$ 10.1
—
(16.9)

(6.8)

Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . .

$ 2.1
(0.4)

$ 0.9
(0.4)

Embedded derivatives in purchase and delivery contracts

Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . .

Fixed price commodity contracts

Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . .
Total derivatives not designated as hedging instruments . .

0.1
—

3.1

4.9

0.1
(0.6)

0.3

0.3

Total derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$(49.0)

$ (6.5)

107

The following is a summary of the activity included in the consolidated statements of income and

comprehensive income related to the derivative instruments described above (in millions):

Financial Statement Classification

2020

2019

2018

Years Ended
December 31,

Derivatives not designated as

hedging instruments

Forward currency contracts . . . Interest and other income (expense), net
Embedded derivatives in
purchase and delivery
contracts . . . . . . . . . . . . . . . Interest and other income (expense), net

Total

. . . . . . . . . . . . . . . . . . .

Derivatives designated as Cash
Flow hedging instruments

Interest rate cross-currency

swap agreements

$ 2.1

$ 3.0

$(7.0)

0.5

—

1.5

$ 2.6

$ 3.0

$(5.5)

Interest incurred . . . . . . . . . . . Interest and other income (expense), net
Unrealized gains (losses) on

$ (3.0) $ — $ —

contracts . . . . . . . . . . . . . . . Accumulated other comprehensive income

(20.4)

2.0

—

Total

. . . . . . . . . . . . . . . . . . .

Derivatives designated as Net

Investment hedging instruments
Interest rate cross-currency swap

$(23.4) $ 2.0

$ —

agreements
Interest earned . . . . . . . . . . . . Interest and other income (expense), net
Unrealized losses on contracts . Accumulated other comprehensive income

Total

. . . . . . . . . . . . . . . . . . .

$ 10.1
(26.7)

$ 0.6

$ —
(8.8) —

$(16.6) $(8.2) $ —

14—Income Taxes

The domestic and foreign components of income before taxes are as follows (in millions):

Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ (31.1) $
256.9

3.8
276.6

$ (15.4)
260.1

Total income before provision for income taxes . . . . . . . .

$225.8

$280.4

$244.7

2020

2019

2018

108

The components of the income tax provision are as follows (in millions):

2020

2019

2018

Current income tax expense:

Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ (0.5) $ 0.6
2.2
82.1

(0.5)
85.4

$ 10.1
1.0
61.8

Total current income tax expense . . . . . . . . . . . . . . . . .

84.4

84.9

72.9

Deferred income tax (benefit) expense:

Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total deferred income tax (benefit) expense . . . . . . . . .

(4.9)
(1.0)
(14.1)

(20.0)

(2.2)
0.3
(0.6)

(2.5)

(15.4)
(0.3)
6.5

(9.2)

Income tax provision . . . . . . . . . . . . . . . . . . . . . . . . .

$ 64.4

$82.4

$ 63.7

The income tax provision differs from the tax provision computed at the U.S. federal statutory rate

due to the following significant components:

2020

2019

2018

Statutory tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.6
Foreign tax rate differential . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.7
Permanent differences
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.7
Mandatory Repatriation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.9
Tax contingencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.1
Change in tax rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.1
Withholding taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4.9)
Repatriation of foreign earnings . . . . . . . . . . . . . . . . . . . . . . . .
(0.4)
State income taxes, net of federal benefits . . . . . . . . . . . . . . . . .
Purchase accounting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 0.1
(0.6)
Tax credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(0.6) —
(1.3) — 0.6
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.0 — 0.5
Change in valuation allowance for unbenefitted losses . . . . . . . .

21.0% 21.0% 21.0%
5.9
4.9
1.1
1.6
(0.6)
0.5
1.4
1.4
0.3
0.1
(0.1)
(0.1)
0.3
0.6
0.7
(0.6)

Effective tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

28.5% 29.4% 26.0%

109

The tax effect of temporary items that give rise to significant portions of the deferred tax assets

and liabilities are as follows (in millions):

2020

2019

Deferred tax assets:

Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Disallowed interest carryforward . . . . . . . . . . . . . . . . . . . . . . . .
Net operating loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . .
Foreign tax and other tax credit carryforwards . . . . . . . . . . . . . .
Unrealized currency gain/loss . . . . . . . . . . . . . . . . . . . . . . . . . .
Lease obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

4.7
32.3
13.9
5.0
31.1
16.4
9.6
15.2

$

7.5
32.6
8.4
2.9
21.2
11.0
6.1
16.3

Gross deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

128.2
(6.6)

106.0
(4.2)

Total deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .

121.6

101.8

Deferred tax liabilities:

Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign patent reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued Withholding Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Right of use asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . .

2.7
10.8
10.4
2.4
40.2
2.8
6.7
14.9
2.2

93.1

0.6
13.3
4.9
2.2
40.1
0.9
5.2
15.6
7.3

90.1

Net deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 28.5

$ 11.7

The Company uses the liability method to account for income taxes. Under this method, deferred

income taxes are recognized for the future tax consequences of differences between the tax and
financial accounting bases of assets and liabilities at each reporting period. 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, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increases recorded as a loss to income tax provision . . . . . . . . . . . . . . . . .
Increases recorded as part of acquisition purchase accounting . . . . . . . . . .

$ —
1.3
3.0

Balance at December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Decreases recorded as a benefit to income tax provision . . . . . . . . . . . . . .

$ 4.3
(0.1)

Balance at December 31, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increases recorded as part of acquisition purchase accounting . . . . . . . . . .

Balance at December 31, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 4.2
2.4

$ 6.6

110

As of December 31, 2020, the Company has approximately $65.2 million net operating loss
carryforwards available to reduce state taxable income that are expected to expire at various times
beginning in 2021. The Company also has approximately $108.4 million of German Trade Tax and
Corporate Income Tax net operating losses that are carried forward indefinitely. Additionally, the
Company has $18.5 million of other foreign net operating losses that are expected to expire at various
times beginning in 2021. The Company also has state research and development tax credit
carryforwards of $7.1 million. Utilization of these credits and state 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.

At December 31, 2020 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 $1.7 billion of unremitted foreign earnings is indefinitely reinvested.
This figure is comprised of $1.2 billion in unremitted earnings as well as $436 million 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 or otherwise 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 $63 million at December 31, 2020.

The Company had gross unrecognized tax benefits, excluding interest, of approximately

$22.7 million as of December 31, 2020, that if recognized, would reduce the Company’s effective tax
rate. In the next twelve months it is reasonably possible that the Company will reduce its unrecognized
tax benefits by an immaterial amount due to the expiration of statutes of limitations. A tabular
reconciliation of the Company’s gross unrecognized tax benefits is as follows (in millions):

Gross unrecognized tax benefits at December 31, 2017 . . . . . . . . . . . . . . . . .
Gross increases—tax positions in prior periods . . . . . . . . . . . . . . . . . . . . .
Lapse of statutes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 4.4
3.1
(0.9)

Gross unrecognized tax benefits at December 31, 2018 . . . . . . . . . . . . . . . . .
Gross increases—tax positions in prior periods . . . . . . . . . . . . . . . . . . . . .
Gross increases—current period tax positions . . . . . . . . . . . . . . . . . . . . . .
Lapse of statutes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6.6
4.7
4.7
(0.1)

Gross unrecognized tax benefits at December 31, 2019 . . . . . . . . . . . . . . .
Gross increases—tax positions in prior periods . . . . . . . . . . . . . . . . . . . . .
Gross increases—current period tax positions . . . . . . . . . . . . . . . . . . . . . .

$15.9
1.2
5.6

Gross unrecognized tax benefits at December 31, 2020 . . . . . . . . . . . . . . . . .

22.7

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, 2020 and
2019, the Company had approximately $1.8 million and $0.7 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 an expense of $1.1 million for penalties and
interest related to unrecognized tax benefits in the provision for income taxes during the year ended
December 31, 2020. There was no benefit recognized during the year ended December 31, 2020.

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

111

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 2020 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
5.2% from the U.S. statutory rate of 21% in 2020. The tax years 2013 through present are open to
examination in Germany and Switzerland. During the 2020 fiscal year, the Company settled tax audits
in some of the entities located in Germany for tax years 2013 and 2014. The settlements were
immaterial to the consolidated financial statements. Tax years 2013 through present remain open for
examination in the United States.

In 2020, the Company was granted an income tax holiday for our manufacturing facility in

Malaysia. The tax holiday allows for tax-free operations through February 28, 2023, with the option to
apply for a 5 year extension if certain conditions are met, Malaysia tax holiday has an immaterial
impact to earnings per share for the year ended December 31, 2020.

In connection with the Tax Act, the SEC issued Staff Accounting Bulletin No. 118, Income Tax
Accounting Implications of the Tax Cuts and Jobs Act (‘‘SAB 118’’), to provide guidance to companies
that had not completed their accounting for the income tax effects of the Tax Act. Under SAB 118,
companies were permitted to record provisional amounts to the extent reasonable estimates could be
made. Additionally, upon obtaining, preparing, or analyzing additional information (including
computations), companies were permitted to record additional tax effects and adjustments to previously
recorded provisional amounts within one year from the enactment date of the Tax Act.

During the fourth quarter of 2018, the Company completed its accounting for the elements of U.S.

Tax Reform. During 2018, the Company recorded tax adjustments under SAB 118 equal to a net
benefit of $5.4 million. Among those adjustments were $6.6 million of additional tax expense related to
the toll charge liability that was estimated to be $55.0 million in 2017. In addition, a $12.0 million tax
benefit was recorded in 2018 that reduced the estimated liability of $12.5 that the Company recorded in
2017 for expected state income and foreign withholding taxes associated with unremitted foreign
earnings. There was no change from the $1.4 million that was recorded in 2017 to the net deferred tax
liability related to the reduction on the U.S. federal statutory tax rate from 35% to 21%.

During 2020, the Company recorded a tax expense of $1.1 million related to the recalculation of
the toll charge liability as reflected on a 2017 amended tax return. The total toll charge liability as of
December 31, 2020 was $35.4 million. Of that amount, approximately $8.5 million has already been
paid.

In 2020, the U.S. Treasury Department issued final regulations regarding Foreign Derived

Intangible Income (‘‘FDII’’) and Global Intangible Low-Taxed Income (‘‘GILTI’’). We have determined
we will elect the GILTI high tax exception as allowed by the final regulations and we will be assessing
the impact to our 2018 and 2019 US Federal consolidated income tax returns.

15—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 cost not dependent on
an index or rate is recognized when incurred and typically consists of amounts owed by the Company
to a lessor that are not fixed, such as reimbursement for common area maintenance and utilities cost.

112

The components of lease expense were as follows (in millions):

2020

2019

Amortization of right-of-use assets . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest on lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 0.7
0.1

$ 0.3
—

Total finance lease cost

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 0.8

$ 0.3

Operating lease cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Short term lease cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Variable lease cost
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sublease income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

23.3
3.9
3.4
(1.9)

24.9
2.2
3.5
(1.2)

Total lease cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$29.5

$29.7

Prior to the adoption of the new lease standard, total rental expense under operating leases was

$25.1 million during the year ended December 31, 2018.

Supplemental balance sheet information related to leases was as follows (dollars in millions):

Operating leases
Operating lease assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating lease liability—long term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Weighted average remaining lease term . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted average discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Finance leases
Property, plant and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current portion of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

$

December 31,

2020

2019

$

67.4
21.3
47.0

65.6
20.6
47.0

5.2 years

5.0 years

1.9%

2.3%

$

3.7
0.8
2.6

1.7
0.4
1.1

Weighted average remaining lease term . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted average discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3.3 years

3.7 years

2.2%

3.0%

Supplemental cash flow information related to leases was as follows (in millions):

2020

2019

Cash paid for amounts included in the measurement of lease

liabilities

Operating cash flows from finance leases . . . . . . . . . . . . . . . . . . . . .
Operating cash flows from operating leases . . . . . . . . . . . . . . . . . . . .
Financing cash flows from finance leases . . . . . . . . . . . . . . . . . . . . .

$ 0.1
24.0
0.9

$ —
27.1
0.4

Right-of-use assets obtained in exchange for lease liabilities
Operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finance leases

$24.3
2.6

$19.8
1.2

113

Future lease payments under operating leases and finance leases as follows (in millions):

Twelve months ending December 31:
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Operating
Leases

Finance
Leases

$22.6
15.0
10.6
7.3
5.6
10.9

$ 1.2
1.0
0.8
0.4
0.1
—

Total undiscounted lease payments . . . . . . . . . . . . . . . . . . . . . . .
Less: imputed interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

72.0
(3.7)

3.5
(0.1)

Total lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$68.3

$ 3.4

16—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 $8.1 million, $8.7 million and $8.4 million to such plans in the years ended
December 31, 2020, 2019 and 2018, respectively.

Defined Benefit Plans

Substantially all of the Company’s employees in Switzerland, France and Japan, as well as certain
employees in Germany, are covered by Company-sponsored defined benefit pension plans. Retirement
benefits are generally earned based on years of service and compensation during active employment.
Eligibility is generally determined in accordance with local statutory requirements; however, the level of
benefits and terms of vesting varies among plans.

The Company records pension service cost within cost of sales, selling, general and administrative,

and research and development expenses while non-service related pension costs are recorded within
interest and other income (expense), net in the consolidated statements of income and comprehensive
income. The components of net periodic benefit costs included in the accompanying consolidated
statements of income were as follows (in millions):

Components of net periodic benefit costs:

Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected return on plan assets . . . . . . . . . . . . . . . . . . . . .
Amortization of net loss . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 8.2
1.1
(2.5)
4.7

$ 6.4
2.6
(2.0)
2.0

$ 7.5
2.0
(1.9)
3.8

Net periodic benefit costs . . . . . . . . . . . . . . . . . . . . . . .

$11.5

$ 9.0

$11.4

2020

2019

2018

114

The Company measures its benefit obligation and the fair value of plan assets as of

December 31st each year. The changes in benefit obligations and plan assets under the defined benefit
pension plans, projected benefit obligation and funded status of the plans were as follows (in millions):

2020

2019

Change in benefit obligation:

Benefit obligation at beginning of year . . . . . . . . . . . . . . . . . .
Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest cost
Plan participant contributions . . . . . . . . . . . . . . . . . . . . . . . . .
Plan amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actuarial loss (gain) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Premiums paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impact of foreign currency exchange rates . . . . . . . . . . . . . . . .

$ 255.0
8.2
1.1
4.4
(2.8)
—
(5.7)
(6.7)
(1.4)
23.1

$ 216.7
6.4
2.6
4.8
—
—
(2.8)
25.8
(1.6)
3.1

Benefit obligation at end of year . . . . . . . . . . . . . . . . . . . . .

275.2

255.0

Change in plan assets:

Fair value of plan assets at beginning of year . . . . . . . . . . . . . .
Return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan participant and employer contributions . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Premiums paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impact of foreign currency exchange rates . . . . . . . . . . . . . . . .

Fair value of plan assets at end of year . . . . . . . . . . . . . . . .

131.4
3.1
10.7
(5.7)
—
(1.5)
12.5

150.5

124.6
(2.5)
11.6
(2.8)
—
(1.7)
2.2

131.4

Net under-funded status . . . . . . . . . . . . . . . . . . . . . . . . . . .

$(124.7) $(123.6)

Plan amendments relate to a reduction in the conversion rate for the pension plan in Switzerland
that will be effective in 2022. The accumulated benefit obligation for the defined benefit pension plans
is $260.4 million and $243.6 million at December 31, 2020 and 2019, respectively. All defined benefit
pension plans have an accumulated benefit obligation and projected benefit obligation in excess of plan
assets at December 31, 2020 and 2019.

The following amounts were recognized in the accompanying consolidated balance sheets for the

Company’s defined benefit plans (in millions):

Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ (1.9) $
(122.8)

(1.6)
(122.0)

Net benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$(124.7) $(123.6)

2020

2019

115

The following pre-tax amounts were recognized in accumulated other comprehensive income for

the Company’s defined benefit plans (in millions):

Reconciliation of amounts recognized in the consolidated

balance sheets:
Prior service cost
. . . . . . . . . . . . . . . . . . . . . . . . . . .
Net actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . .

Accumulated other comprehensive loss . . . . . . . . . . . .
Accumulated contributions in excess of net periodic

2020

2019

2018

$

(2.4) $
(56.6)

(6.0) $ (6.9)
(32.0)

(62.3)

(59.0)

(68.3)

(38.9)

benefit cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(65.7)

(55.3)

(53.2)

Net amount recognized . . . . . . . . . . . . . . . . . . . . . . .

$(124.7) $(123.6) $(92.1)

The amount in accumulated other comprehensive income at December 31, 2020 expected to be

recognized as amortization of net loss within net periodic benefit cost in 2021 is $3.7 million.

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.

The range of assumptions used for defined benefit pension plans reflects the different economic

environments within the various countries. The range of assumptions used to determine the net
periodic benefit costs and the projected benefit obligations are as follows:

Discount rates . . . . . . . . . . . . . . . . . . . . . .
Expected return on plan assets . . . . . . . . . .
Expected rate of compensation increase . . . .

0.1%-1.3% 0.3%-2.3% 0.2%-2.3%
0.0%-3.0% 0.0%-3.0% 0.0%-3.0%
0.0%-3.0% 0.0%-3.0% 1.0%-3.0%

2020

2019

2018

To determine the expected long-term rate of return on pension plan assets, the Company considers

current asset allocations, as well as historical and expected returns on various asset categories of plan
assets. For the defined benefit pension plans, the Company applies the expected rate of return to a
market-related value of assets, which stabilizes variability in assets to which the expected return is
applied.

Asset Allocations by Asset Category

The fair value of the Company’s pension plan assets by asset category and by level in the fair value

hierarchy, is as follows (in millions):

December 31, 2020

Quoted Prices in
Active Markets
Available (Level 1)

Significant Other
Observable Inputs Unobservable Inputs

Significant

(Level 2)

(Level 3)

Total

Plan Assets:
Group BPCE Life (a) . . . . . . . . . . . . . . . . $
Swiss Life Collective BVG Foundation (b) .

0.5
150.0

Total plan assets

. . . . . . . . . . . . . . . . . . $150.5

$—
—

$—

$
0.5
150.0

$150.5

$—
—

$—

116

December 31, 2019

Quoted Prices in
Active Markets
Available (Level 1)

Significant Other
Observable Inputs Unobservable Inputs

Significant

(Level 2)

(Level 3)

Total

Plan Assets:
Group BPCE Life (a) . . . . . . . . . . . . . . . . $
Swiss Life Collective BVG Foundation (b) .

0.5
130.9

Total plan assets

. . . . . . . . . . . . . . . . . . $131.4

$—
—

$—

0.5
$
130.9

$131.4

$—
—

$—

(a) The Company’s pension plan in France is invested in a larger fund that invests in a variety of

instruments. The assets are not directly dedicated to the French pension plan. The Group BPCE
Life fund invests in debt securities of foreign corporations and governments, equity securities of
foreign government funds and private real estate funds.

(b) The Company’s pension plan in Switzerland is outsourced to Swiss Life AG, an outside insurance
provider. Under the insurance contract, the plan assets are invested in Swiss Life Collective BVG
Foundation (the Foundation), which is an umbrella fund for which the retirement savings and
interest rates are guaranteed a minimum of 1.0% on the mandatory withdrawal portion, as defined
by Swiss law, and 0.125% on the non-mandatory portion starting 2021. The Foundation utilizes
plan administrators and investment managers to oversee the investment allocation process, set
long-term strategic targets and monitor asset allocations. The target allocations are 65% bonds,
2.5% cash, 7.5% equity investments and 25% real estate and mortgages. Should the Foundation
yield a return greater than the guaranteed amounts, the Company, according to Swiss law, shall
receive 90% of the additional return with Swiss Life AG retaining 10%. The withdrawal benefits
and interest allocations are secured at all times by Swiss Life AG.

Contributions and Estimated Future Benefit Payments

During 2021, the Company expects contributions to be consistent with 2020. The estimated future

benefit payments are based on the same assumptions used to measure the Company’s benefit obligation
at December 31, 2020. The following benefit payments reflect future employee service as appropriate
(in millions):

2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2026-2030 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 8.3
7.8
8.0
8.4
8.6
45.7

17—Commitments and Contingencies

In accordance with ASC Topic 450, Contingencies, the Company accrues anticipated costs of

settlement, damages, or other costs to the extent specific losses are probable and estimable.

Litigation and Related Contingencies

Lawsuits, claims and proceedings of a nature considered normal to its businesses may be pending

from time to time against the Company. 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. Loss contingency provisions are recorded if the potential loss from any
claim, asserted or unasserted, or legal proceeding is considered probable and the amount can be
reasonably estimated or a range of loss can be determined. These accruals represent management’s best

117

estimate of probable loss. Disclosure is also provided when it is reasonably possible that a loss will be
incurred or when it is reasonably possible that the amount of a loss will exceed the recorded provision.
The Company believes the outcome of pending proceedings, individually and in the aggregate, will not
have a material impact on the Company’s financial statements.

On September 25, 2019, in a complaint filed in the D¨usseldorf, Germany, District Court, Carl

Zeiss Microscopy GmbH, a subsidiary of Carl Zeiss AG (Zeiss), sued Luxendo GmbH (Luxendo), a
subsidiary of Bruker Corporation, for infringement of a recently registered German utility model patent
licensed to Zeiss pertaining to one specific Luxendo product category. The Company is vigorously
defending against these claims.

On September 23, 2019, in a complaint filed in the D¨usseldorf, Germany, District Court,
Micromass UK Limited, a subsidiary of Waters Corporation, sued Bruker Corporation, as well as its
affiliate, Bruker Daltonik GmbH, for infringement of a European patent pertaining to our timsTOF
product line. On February 17, 2020, Micromass expanded its complaint in D¨usseldorf to assert another
recently granted European patent in Germany. The Company is vigorously defending against these
claims and does not expect any material losses in excess of amounts already accrued.

At December 31, 2020 and 2019, no material accruals have been recorded for potential

contingencies.

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 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.

In August 2018, the Korea Fair Trade Commission (KFTC) informed the Company that it was

conducting an investigation into the public tender bidding activities of a number of life science
instrument companies operating in Korea, including Bruker Korea Co., Ltd (Bruker Korea). The
Company cooperated fully with the KFTC and on June 16, 2019, the KFTC announced its decision to
impose a civil fine of approximately $20,000 on Bruker Korea and declined to impose any criminal
liability against Bruker Korea in connection with this matter. As a result of the KFTC’s decision, the
Korea Public Procurement Service (PPS) imposed a three-month suspension on Bruker Korea’s ability
to bid for or conduct sales to Korean government entities which ended on March 27, 2020. Sales to
Korean entities were less than 4% of the Company’s revenue for the year ended December 31, 2020.

In late August 2019, the KFTC informed the Company that it was conducting a separate

investigation into the public tender bidding activities of a number of life science instrument companies
operating in Korea, including five public tenders involving Bruker Korea during 2015. The Company
cooperated fully with the KFTC and on July 8, 2020, the KFTC announced its decision to impose a
civil fine of approximately $11,000 on Bruker Korea and declined to impose any criminal liability
against Bruker Korea in connection with this matter. There was no suspension imposed in connection
with this matter.

At December 31, 2020 and 2019, no material accruals have been recorded for potential

contingencies related to these matters. The Company does not expect additional losses to be incurred
in excess of the amounts accrued.

118

Internal Investigations

As previously disclosed in the Company’s Current Report on Form 8-K filed on February 18, 2020,

the Company’s Audit Committee initiated an internal investigation into an allegation received in
connection with the Company’s fiscal year 2019 year-end close, primarily relating to income tax matters
including the effective income tax rate for 2019 and the related income tax balance sheet accounts. The
Audit Committee, with the assistance of independent external legal counsel and independent forensic
accountants, concluded its investigation in March 2020. This investigation did not identify any material
misstatements or omissions regarding the Company’s financial statements, misconduct, violations of the
Company’s Code of Conduct, or tone at the top failures.

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. The majority of these commitments are expected to be settled during 2021.

Unconditional purchase commitments that are fixed and determinable are as follows (in millions):

2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$281.9
30.6
0.6
—
0.8

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$313.9

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, 2020, 2019 and 2018, were
$8.4 million, $2.6 million and $3.7 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, 2020 and 2019, the Company had bank guarantees of $133.0 million and

$143.2 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

119

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.

18—Earnings Per Share

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

Net income attributable to Bruker Corporation, as reported . . . . . . . . . . . .

$157.8

$197.2

$179.7

Weighted average shares outstanding:

Weighted average shares outstanding-basic . . . . . . . . . . . . . . . . . . . . . . .
Effect of dilutive securities:

153.4

155.2

156.2

Stock options, restricted stock awards and restricted stock units . . . . . .

1.2

1.4

1.0

2020

2019

2018

154.6

156.6

157.2

Net income per common share attributable to Bruker Corporation

shareholders:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 1.03

$ 1.27

$ 1.15

Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 1.02

$ 1.26

$ 1.14

The following common share equivalents have been excluded from the computation of diluted

weighted-average shares outstanding, as their effect would have been anti-dilutive (in millions of
shares):

Stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.2 — —
Unvested restricted stock awards . . . . . . . . . . . . . . . . . . . . . . . . . — — —
Unvested restricted stock units . . . . . . . . . . . . . . . . . . . . . . . . . . — — 0.2

2020

2019

2018

19—Shareholders’ Equity

Share Repurchase Program

In May 2019, the Company’s Board of Directors approved a share repurchase program which
authorizes the purchase of our common stock up to $300.0 million from time to time, in amounts, at
prices, and at such times as management deems appropriate, subject to market conditions, legal
requirements and other considerations. The Company purchased a total of 2,711,952 shares at an
aggregate cost of $123.2 million for the year ended December 31, 2020. The Company purchased a
total of 3,323,104 shares at an aggregate cost of $142.3 million for the year ended December 31, 2019.
The remaining authorization as of December 31, 2020 is $34.5 million and the Plan expires on May 13,
2021. Any additional purchases will be funded from cash on hand, future cash flows from operations
and available borrowings under the revolving credit facility.

Cash Dividends on Common Stock

Dividends are declared by the Company’s Board of Directors in accordance with the Company’s

dividend policy. Under the policy, the Company will target a $0.16 per share cash dividend per annum
to the Company’s shareholders payable in equal quarterly installments.

120

Subsequent dividend declarations and the establishment of record and payment dates for such
future dividend payments, if any, are subject to the Board of Directors’ continuing determination that
the dividend policy is in the best interests of the Company’s shareholders. The dividend policy may be
suspended or cancelled at the discretion of the Board of Directors at any time.

Accumulated Other Comprehensive Income (Loss)

The following is a summary of the components of accumulated other comprehensive income (loss),

net of tax (in millions):

Foreign
Currency
Translation

Pension
Liability
Adjustment

Accumulated
Other
Comprehensive
Income (Loss)

Balance at December 31, 2017 . . . . . . . . . . . .
Other comprehensive income . . . . . . . . . . .
Realized loss on reclassification . . . . . . . . . .

Balance at December 31, 2018 . . . . . . . . . . . .
Other comprehensive income (loss) . . . . . . .
Realized loss on reclassification . . . . . . . . . .

Balance at December 31, 2019 . . . . . . . . . . . .
Other comprehensive income . . . . . . . . . . .
Realized loss on reclassification . . . . . . . . . .

$ 72.2
(25.3)
—

46.9
(19.5)
—

27.4
22.0
—

Balance at December 31, 2020 . . . . . . . . . . . .

$ 49.4

(45.2)
11.9
3.4

(29.9)
(25.1)
2.1

$(52.9)
2.3
4.9

$(45.7)

27.0
(13.4)
3.4

17.0
(44.6)
2.1

$(25.5)
24.3
4.9

$ 3.7

Stock Compensation Plans

On March 9, 2010, the Company’s Board of Directors unanimously approved and adopted the

Bruker Corporation 2010 Incentive Compensation Plan (the ‘‘2010 Plan’’), and on May 14, 2010, the
2010 Plan was approved by the Company’s stockholders. The 2010 Plan provided for the issuance of up
to 8,000,000 shares of the Company’s common stock. The 2010 Plan allowed a committee of the Board
of Directors determined to be the Compensation Committee, to grant incentive stock options,
non-qualified stock options and restricted stock awards. The Compensation Committee had the
authority to determine which employees would receive the awards, the amount of the awards and other
terms and conditions of any awards. Awards granted under the 2010 Plan typically were made subject
to a vesting period of three to five years. As of December 31, 2020, 5,545,090 options and 570,011
restricted stock awards have been granted under the 2010 Plan. At December 31, 2020, 893,045 options
were outstanding under the 2010 Plan

In May 2016, the Bruker Corporation 2016 Incentive Compensation Plan (the ‘‘2016 Plan’’) was
approved by the Company’s stockholders. With the approval of the 2016 Plan, no further grants will be
made under the 2010 Plan. The 2016 Plan provides for the issuance of up to 9,500,000 shares of the
Company’s common stock and permits the grant of awards of non-qualified stock options, incentive
stock options, stock appreciation rights, restricted stock, unrestricted stock, restricted stock units,
performance shares and performance units, as well as cash-based awards. 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, 2020, 1,406,191 options and 1,882,358 restricted stock units
have been granted under the 2016 Plan. At December 31, 2020, 963,131 options and 805,052 restricted
stock units were outstanding under the 2016 Plan.

121

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.

Stock-based Compensation

The following presents the impact of stock-based compensation expense on our consolidated

statements of income (in millions):

Stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted stock awards . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted stock units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 1.8
—
11.5

$ 2.7
0.3
8.9

$ 4.2
0.8
6.3

Total stock-based compensation . . . . . . . . . . . . . . . . . . . . .

$13.3

$11.9

$11.3

2020

2019

2018

Costs of product revenue . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative . . . . . . . . . . . . . . . . . . . .
Research and development . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 2.0
9.3
2.0

$ 1.8
8.3
1.8

$ 1.7
7.9
1.7

Total stock-based compensation . . . . . . . . . . . . . . . . . . . . .

$13.3

$11.9

$11.3

2020

2019

2018

In addition to the awards above, the Company recorded stock-based compensation of $2.6 million
in year ended December 31, 2020, a benefit of $2.3 million in the year ended December 31, 2019 and
additional expense of $0.5 million in the year ended December 31, 2018 related to the 2018 acquisition
of Mestrelab Research, S.L.

At December 31, 2020, the Company had $24.9 million of unrecognized pre-tax stock-based
compensation expense related to employee and director unvested stock options and restricted stock
units that is expected to be recognized over a weighted average remaining service period of 2.6 years.

122

Stock Option Awards

Stock option activity is as follows:

Outstanding at December 31, 2019 . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited/Expired . . . . . . . . . . . . . . . . . . . . . .

Number of
Options

1,988,696
125,794
(241,915)
(16,399)

Outstanding at December 31, 2020 . . . . . . . . .

1,856,176

Exercisable at December 31, 2020 . . . . . . . . . .

1,546,061

$23.43
45.54
20.29
20.98

$25.32

$22.14

Exercisable and expected to vest at

December 31, 2020 (b) . . . . . . . . . . . . . . . .

1,818,104

$24.95

Weighted-
Average Price
Per Share

Weighted
-Average
Remaining
Contractual
Term (in Years)

Aggregate
Intrinsic Value
(in millions) (a)

4.9

$54.8

4.2

3.9

4.2

$53.5

$49.5

$53.1

(a) Represents the number of vested options at December 31, 2020, plus the number of unvested
options at December 31, 2020 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, 2020.

The total intrinsic value of options exercised was $6.1 million, $15.2 million and $8.0 million for

the years ended December 31, 2020, 2019 and 2018, respectively.

Unvested Restricted Stock Units

Unvested restricted stock unit activity is presented below:

Shares
Subject to
Restriction

Weighted-Average
Grant Date Fair
Value Per Share

Outstanding at December 31, 2019 . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

865,101
336,341
(336,728)
(59,662)

Outstanding at December 31, 2020 . . . . . . . . . . . . . . . .

805,052

$34.73
43.96
32.00
35.99

$39.63

The total fair value of restricted stock vested was $15.0 million, $7.9 million and $6.9 million for

the years ended December 31, 2020, 2019 and 2018, respectively.

123

20—Other Charges, Net

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

Acquisition-related expenses (income), net
Professional fees incurred in connection with investigation

. . . . . . . . . . . . . .

matters and other legal matters . . . . . . . . . . . . . . . . . . . . .
Information technology transformation costs . . . . . . . . . . . . .
Restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-lived asset impairments . . . . . . . . . . . . . . . . . . . . . . . .

2020

2019

2018

$ 2.4

$ 4.6

$ 3.4

5.9
2.5
12.0
2.1

2.1
3.7
(3.9)
—

4.5
4.8
6.8
—

Other charges, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$24.9

$ 6.5

$19.5

Restructuring Initiatives

Restructuring charges for the years ended December 31, 2020, 2019 and 2018 included charges for

various other programs which were recorded in the accompanying consolidated statements of income
and comprehensive income as follows (in millions):

Cost of revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other charges, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 3.8
12.0

$ 5.3
(3.9)

$15.8

$ 1.4

$2.6
6.8

$9.4

2020

2019

2018

The restructuring charges included a gain on the sale of a building of $7.7 million in the year

ended December 31, 2019.

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, 2017 . . . . . . . . . .
Restructuring charges . . . . . . . . . . . . . . .
Cash payments . . . . . . . . . . . . . . . . . . . .
Non-cash adjustments . . . . . . . . . . . . . . .
Foreign currency impact . . . . . . . . . . . . .

Balance at December 31, 2018 . . . . . . . . . .
Restructuring charges . . . . . . . . . . . . . . .
Cash payments . . . . . . . . . . . . . . . . . . . .
Non-cash adjustments . . . . . . . . . . . . . . .
Foreign currency impact . . . . . . . . . . . . .

Balance at December 31, 2019 . . . . . . . . . .
Restructuring charges . . . . . . . . . . . . . . .
Cash payments . . . . . . . . . . . . . . . . . . . .
Non-cash adjustments . . . . . . . . . . . . . . .
Foreign currency impact . . . . . . . . . . . . .

$ 10.8
9.4
(9.2)
(3.5)
(0.2)

$ 7.3
1.4
(6.8)
2.9
(0.2)

$ 4.6
15.8
(10.0)
(1.0)
0.4

$ 2.0
4.1
(4.4)
0.3
—

$ 2.0
6.1
(5.3)
(0.5)
(0.1)

$ 2.2
13.6
(8.0)
(0.5)
0.3

Balance at December 31, 2020 . . . . . . . . . .

$ 9.8

$ 7.6

$ 2.1
5.3
(4.8)
(1.2)
—

$ 1.4
(5.0)
(1.5)
5.2
—

$ 0.1
2.0
(2.0)
0.7
—

$ 0.8

$ 6.7
—
—
(2.6)
(0.2)

$ 3.9
0.3
—
(1.8)
(0.1)

$ 2.3
0.2
—
(1.2)
0.1

$ 1.4

124

21—Interest and Other Income (Expense), Net

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

2020

2019

2018

Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exchange gains (losses) on foreign currency transactions . .
Pension components . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 3.2
(14.4)
(8.0)
(3.3)
—

$ 1.3
(16.0)
(3.3)
(2.5)
—

$ 1.2
(12.6)
(3.0)
(3.9)
0.6

Interest and other income (expense), net . . . . . . . . . . . .

$(22.5) $(20.5) $(17.7)

22—Business Segment Information

The Company has three reportable segments, BSI Life Science, BSI NANO and BEST, as

discussed in Note 1 to the consolidated financial statements.

Selected reportable segment information is presented below (in millions):

2020

2019

2018

Revenue:
BSI Life Science . . . . . . . . . . . . . . . . . . . . . . . . . . .
BSI NANO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
BEST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Eliminations (a) . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,253.9
556.1
189.5
(12.0)

$1,244.9
632.7
209.9
(14.9)

$1,138.9
568.1
194.8
(6.2)

Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,987.5

$2,072.6

$1,895.6

Operating Income:
BSI Life Science . . . . . . . . . . . . . . . . . . . . . . . . . . .
BSI NANO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
BEST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate, eliminations and other (b) . . . . . . . . . . .

$ 273.8
23.6
6.2
(55.3)

$ 290.3
40.4
16.4
(46.2)

$ 244.0
48.4
14.5
(44.5)

Total operating income . . . . . . . . . . . . . . . . . . . . .

$ 248.3

$ 300.9

$ 262.4

(a) Represents product and service revenue between reportable segments.

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

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

Assets:
BSI Life Science, BSI NANO & Corporate . . . . . . . . . . . . . . .
BEST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Eliminations and other (a) . . . . . . . . . . . . . . . . . . . . . . . . . . .

$2,964.5
88.7
(4.2)

$2,711.6
64.6
(4.7)

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$3,049.0

$2,771.5

2020

2019

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

transactions.

125

The Company is unable, without unreasonable effort or expense to disclose the amount of total
assets by the BSI Life Science and BSI NANO Segments as well as the Corporate function and further,
the Company’s chief operating decision maker does not receive any asset information by operating
segment.

Total capital expenditures and depreciation and amortization by segment are presented below (in

millions):

Capital Expenditures:
BSI Life Science . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
BSI NANO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
BEST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2020

2019

2018

$59.1
10.6
17.4
10.1

$44.4
18.5
4.7
5.4

$27.6
11.6
3.6
6.4

Total capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . .

$97.2

$73.0

$49.2

Depreciation and Amortization:
BSI Life Science . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
BSI NANO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
BEST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$35.0
35.7
4.0
5.7

$30.5
35.9
3.8
5.4

$24.0
32.2
4.0
4.7

Total depreciation and amortization . . . . . . . . . . . . . . . . . .

$80.4

$75.6

$64.9

Revenue and long-lived assets (including property, plant and equipment, net and operating lease

right of use assets) by geographical area are as follows (in millions):

2020

2019

2018

Revenue:
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Germany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rest of Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asia Pacific . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 455.9
244.9
519.8
629.1
137.8

$ 529.8
213.6
505.2
651.0
173.0

$ 489.4
201.1
500.2
549.2
155.7

Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,987.5

$2,072.6

$1,895.6

Long-lived assets
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Germany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rest of Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asia Pacific . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2020

2019

2018

$ 61.3
227.8
144.7
22.1
7.1

$ 53.2
175.1
118.3
16.4
8.7

$ 44.1
137.0
78.7
6.3
4.5

Total long-lived assets . . . . . . . . . . . . . . . . . . . . . . . . .

$463.0

$371.7

$270.6

23—Related Parties

On February 26, 2020, the Company acquired land and buildings at 15 Fortune Drive and 44
Manning Road, both in Billerica MA, for a total purchase price of $12.3 million. Each property was
owned by a trust controlled equally by Bruker’s President & CEO, Frank Laukien, and his half-brother,
Dirk D. Laukien. Both properties acquired are adjacent to Bruker’s headquarters building at 40

126

Manning Road, a property already owned by the Company. Bruker BioSpin formerly leased the
property at 15 Fortune Drive and will continue to occupy the property for the foreseeable future. The
property at 44 Manning Road, which is currently fully leased to unrelated third parties, provides for
potential expansion of Bruker operations in the future.

The purchase price was allocated between the two properties as follows: $5.6 million for 15
Fortune Drive and $6.7 million for 44 Manning Road. The price for each property was established
based on an independent third-party appraisal. The Audit Committee of the Board reviewed, voted on
and approved this related party transaction in accordance with Bruker’s Related Persons Transactions
Policy and the Audit Committee charter.

127

ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND

FINANCIAL DISCLOSURE

None.

ITEM 9A CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We have established disclosure controls and procedures (as such term is defined in Rules 13a-15(e)

and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’)) that are
designed to provide reasonable assurance that information required to be disclosed in the reports that
we file or submit under the Exchange Act is recorded, processed, summarized and reported within the
time periods specified in the rules and forms of the SEC and to ensure that such information is
accumulated and communicated to management, including our Chief Executive Officer (principal
executive officer) and Chief Financial Officer (principal financial officer), to allow timely decisions
regarding required disclosures. Under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the
effectiveness of our disclosure controls and procedures as of December 31, 2020. Based on this
evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures were effective at a reasonable assurance level as of December 31, 2020.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over
financial reporting. Under the supervision and with the participation of our management, including our
Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of
our internal control over financial reporting as of December 31, 2020, based on the criteria set forth by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—
Integrated Framework (2013). Based on this evaluation, management concluded that our internal control
over financial reporting was effective as of December 31, 2020.

We excluded Canopy Biosciences, LLC and SmartTip B.V. from our assessment of internal control

over financial reporting as of December 31, 2020 because they were acquired by the Company in
business combinations during 2020. The total assets and total revenues of Canopy Biosciences, LLC
and SmartTip B.V., wholly-owned subsidiaries, collectively represent 0.2% and 0.1%, respectively, of the
related consolidated financial statement amounts as of and for the year ended December 31, 2020.

PricewaterhouseCoopers LLP, our independent registered public accounting firm has audited the

effectiveness of our internal control over financial reporting as of December 31, 2020, as stated in their
report which is included herein.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the
quarter ended December 31, 2020 that materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.

ITEM 9B OTHER INFORMATION

None.

128

PART III

ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The full text of our code of conduct, which applies to our Principal Executive Officer, Principal
Financial Officer, Principal Accounting Officer and Board of Directors is published on our Investor
Relations website at www.bruker.com. We intend to disclose future amendments to certain provisions of
our Code, or waivers of such provisions granted to executive officers and directors, on the website
within four business days following the date of such amendment or waiver.

The information required by this item of Form 10-K is incorporated by reference to our definitive

proxy statement (which will be filed with the SEC pursuant to Regulation 14A under the Exchange
Act) relating to our 2021 Annual Meeting of Stockholders.

ITEM 11 EXECUTIVE COMPENSATION

The information required by this item of Form 10-K is incorporated by reference to our definitive

proxy statement (which will be filed with the SEC pursuant to Regulation 14A under the Exchange
Act) relating to our 2021 Annual Meeting of Stockholders.

ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND

RELATED STOCKHOLDER MATTERS

The information required by this item of Form 10-K is incorporated by reference to our definitive

proxy statement (which will be filed with the SEC pursuant to Regulation 14A under the Exchange
Act) relating to our 2021 Annual Meeting of Stockholders.

Securities Authorized For Issuance Under Equity Compensation Plans

The following table summarizes information regarding securities authorized for issuance under our

equity compensation plans as of December 31, 2020:

Plan Category

Equity compensation plans approved by

security holders . . . . . . . . . . . . . . . . . . .
Equity compensation plans not approved by
security holders . . . . . . . . . . . . . . . . . . .

Number of Securities
to be Issued Upon
Exercise of

Weighted-Average
Exercise Price of

Outstanding Options, Outstanding Options,
Warrants and Rights Warrants and Rights

Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation
Plans (excluding
securities reflected
in column (a))

2,661,228

N/A

2,661,228

$29.65

N/A

$29.65

6,599,781

N/A

6,599,781

The Bruker Corporation 2016 Incentive Compensation Plan, or the 2016 Plan, was approved by

our stockholders in May 2016. The 2016 Plan has a term of ten years and provides for the issuance of
up to 9,500,000 shares of our common stock. With the approval of the 2016 Plan, no additional grants
can be made from our 2010 Incentive Compensation Plan. Outstanding awards under the 2010
Incentive Compensation Plan will continue in accordance with their terms.

129

ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

INDEPENDENCE

The information required by this item of Form 10-K is incorporated by reference to our definitive

proxy statement (which will be filed with the SEC pursuant to Regulation 14A under the Exchange
Act) relating to our 2021 Annual Meeting of Stockholders.

ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item of Form 10-K is incorporated by reference to our definitive

proxy statement (which will be filed with the SEC pursuant to Regulation 14A under the Exchange
Act) relating to our 2021 Annual Meeting of Stockholders.

130

ITEM 15 EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES

PART IV

(a) Financial Statements and Schedules

(1) Financial Statements

The financial statements required by this item are filed as part of this report under Item 8—

Financial Statements and Supplementary Data.

(2) Financial Statement Schedules

The financial statements required by this item are filed as part of this report under Item 8—

Financial Statements and Supplementary Data.

(3) Exhibits

(b) List of Exhibits

EXHIBIT INDEX

Exhibit
Number

Description

Incorporated by Reference

Form

Filing Date

3.1 Restated Certificate of Incorporation of Bruker

Form 10-K

March 27, 2020

Corporation

3.2 Amended and Restated Bylaws of Bruker

Form 10-Q

August 8, 2020

Corporation

4.1

Specimen Stock Certificate Representing Shares of
Common Stock of Bruker Corporation

Form 10-K

March 1, 2017

4.2 Description of the Registrant’s Securities registered

Form 10-K

March 27, 2020

pursuant to Section 12 of the Securities Exchange
Act of 1934

10.1† Bruker Corporation 2010 Incentive Compensation

Schedule 14A

April 14, 2010

Plan

10.2† Bruker Corporation 2010 Incentive Compensation
Plan Form of Incentive Stock Option Agreement

10.3† Bruker Corporation 2010 Incentive Compensation
Plan Form of Non-Qualified Stock Option
Agreement

10.4† Bruker Corporation 2010 Incentive Compensation
Plan Form of Restricted Stock Agreement

Form 10-Q

August 9, 2010

Form 10-Q

August 9, 2010

Form 10-Q

August 9, 2010

10.5† Bruker Corporation 2016 Incentive Compensation

Schedule 14A

April 22, 2016

Plan

10.6† Bruker Corporation 2016 Incentive Compensation
Plan Form of Incentive Stock Option Agreement

10.7† Bruker Corporation 2016 Incentive Compensation
Plan Form of Non-Qualified Stock Option
Agreement

Form 10-Q

August 9, 2019

Form 10-Q

August 9, 2019

131

Exhibit
Number

Description

Incorporated by Reference

Form

Filing Date

10.8† Bruker Corporation 2016 Incentive Compensation

Form 10-Q

August 9, 2019

Plan Form of Restricted Stock Unit Agreement

10.9† Bruker Corporation 2016 Incentive Compensation

Form 10-K

March 1, 2017

Form 8-K

May 25, 2011

Plan Form of Director Restricted Stock Unit
Agreement

10.10 Amended and Restated Credit Agreement, dated
as of May 24, 2011, by and among the Company,
Bruker AXS GmbH, Bruker Daltonik GmbH,
Bruker Optik GmbH, Bruker Physik GmbH,
Bruker BioSpin Invest AG, Bruker BioSpin AG
and Bruker BioSpin International AG, the other
foreign subsidiary borrowers from time to time
party thereto, the lenders from time to time party
thereto, Deutsche Bank Securities Inc.,
Commerzbank Ag, New York, Grand Cayman And
Stuttgart Branches and RBS Citizens, National
Association, as Co-Documentation Agents, Bank of
America, N.A. as Syndication Agent and
JPMorgan Chase Bank, N.A., as Administrative
Agent

10.11* Note Purchase Agreement, dated January 18, 2012

Form 8-K

January 19, 2012

10.12 First Amendment to the Note Purchase

Form 10-Q

August 7, 2020

Agreement, date January 18, 2012

10.13 Credit Agreement, dated October 27, 2015, by and

Form 8-K

October 29, 2015

among the Company and certain of its foreign
subsidiaries as borrowers, Citizens Bank, N.A.,
Deutsche Bank Securities Inc. and TD Bank, N.A.,
as Co-Documentation Agents, Bank of America,
N.A. and Wells Fargo Bank, National Association,
as Co-Syndication Agents, JPMorgan Chase Bank,
N.A., as Administrative Agent for itself and the
other lenders party thereto, and the several banks
or other financial institutions or entities from time
to time party thereto as lenders

10.14† Bruker Corporation 2019 Short-Term Incentive

Form 8-K

February 21, 2019

Compensation Program

10.15† Offer Letter, dated March 17, 2018, by and

Form 10-Q

May 10, 2018

between the Company and Gerald N. Herman

10.16† Offer Letter, dated June 4, 2018, by and between

Form 10-Q

August 9, 2018

the Company and Gerald N. Herman

10.17† Contract of Employment, dated May 1, 2018, by

Form 10-Q

August 9, 2018

and between the Company and Falko Busse

132

Exhibit
Number

Description

Incorporated by Reference

Form

Filing Date

10.18† Employment Offer Letter Agreement, dated

Form 10-Q

May 9, 2013

June 25, 2012, by and between the Company and
Juergen Srega

10.19† Managing Director Employment Contract, dated as
of June 28, 2012, by and between Bruker
Daltonik GmbH and Juergen Srega, as amended
pursuant to the Supplement to the Managing
Director Employment Contract, dated as of
December 12, 2019

Form 10-K

March 27, 2020

10.20† Form of Indemnification Agreement of Officers

Form 8-K

February 11, 2019

and Directors

10.21 Purchase and Sale Agreement between Bruker

Form 10-Q

November 4, 2019

Corporation and Frank Laukien and Dirk D.
Laukien as Trustees of 44 Manning Road Realty
Trust and Umbrina Associates, dated October 31,
2019

10.22 Credit Agreement, dated December 11, 2019, by

Form 8-K

and among the Company and certain of its
subsidiaries as borrowers, Deutsche Bank
Securities Inc. and Wells Fargo Bank, National
Association, as Co-Syndication Agents, Citizens
Bank, N.A., Credit Suisse (Switzerland) Ltd.,
TD Bank, N.A. and U.S. Bank National
Association, as Co-Documentation Agents, Bank of
America, N.A., as Administrative Agent, Swing
Line Lender and Issuing Bank, and the several
banks or other financial institutions or entities
from time to time party thereto as lenders

December 12,
2019

10.23 Term Loan Agreement, dated December 11, 2019,

Form 8-K

by and among the Company and certain of its
subsidiaries, and Bank of America, N.A. as
Administrative Agent, TD Bank, N.A. and the
other banks or other financial institutions or
entities from time to time party thereto as lenders

December 12,
2019

10.24 Note Purchase Agreement dated as of

Form 8-K

December 11, 2019

December 12,
2019

10.25 First Amendment to the Note Purchase

Form 10-Q

August 7, 2020

Agreement, dated as of December 11, 2019

21.1** Subsidiaries of the Company

23.1** Consent of PricewaterhouseCoopers LLP,

Independent Registered Public Accounting Firm

24.1** Power of attorney (included on signature page

hereto)

133

Exhibit
Number

Description

Incorporated by Reference

Form

Filing Date

31.1** Certification by Principal Executive Officer

pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002

31.2** Certification by Principal Financial Officer

pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002

32.1** Certification by Chief Executive Officer and Chief

Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002

101.INS** Inline XBRL Instance Document

101.SCH** Inline XBRL Taxonomy Extension Schema

Document

101.CAL** Inline XBRL Taxonomy Extension Calculation

Linkbase Document

101.DEF** Inline XBRL Taxonomy Extension Definition

Linkbase Document

101.LAB** Inline XBRL Taxonomy Extension Label Linkbase

Document

101.PRE** Inline XBRL Taxonomy Extension Presentation

Linkbase Document

104** The cover page from the Company’s Annual

Report on Form 10-K for the year ended
December 31, 2020 has been formatted in Inline
XBRL (included in Exhibit 101)

*

Certain portions have been omitted pursuant to an order granting confidential treatment and have
been filed separately with the Securities and Exchange Commission.

† Designates management contract or compensatory plan or arrangement.

** Filed or furnished herewith.

No other instruments defining the rights of holders of long-term debt of the registrant or its
subsidiaries have been filed as Exhibits because no such instruments met the threshold materiality
requirements under Regulation S-K. The registrant agrees, however, to furnish a copy of any such
instruments to the Commission upon request.

ITEM 16 FORM 10-K SUMMARY

Not Applicable.

134

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the

registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

SIGNATURES

Date: March 1, 2021

By: /s/ FRANK H. LAUKIEN, PH.D.

BRUKER CORPORATION

Name: Frank H. Laukien, Ph.D.
Title: President, Chief Executive Officer and

Chairman

We, the undersigned officers and directors of Bruker Corporation, hereby severally constitute and
appoint Frank H. Laukien, Ph.D. to sign for us and in our names in the capacities indicated below, the
report on Form 10-K filed herewith and any and all amendments to such report, and to file the same,
with all exhibits thereto and other documents in connection therewith, in each case, with the Securities
and Exchange Commission, and generally to do all such things in our names and on our behalf in our
capacities consistent with the provisions of the Securities Exchange Act of 1934, as amended, and all
requirements of the Securities and Exchange Commission.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed

below by the following persons on behalf of the registrant and in the capacities and on the dates
indicated.

Name

Title

Date

/s/ FRANK H. LAUKIEN, PH.D.

Frank H. Laukien, Ph.D.

President, Chief Executive
Officer and Chairman (Principal
Executive Officer)

March 1, 2021

/s/ GERALD N. HERMAN

Gerald N. Herman

Chief Financial Officer and Vice
President (Principal Financial
Officer and Principal
Accounting Officer)

March 1, 2021

/s/ BONNIE H. ANDERSON

Bonnie H. Anderson

/s/ CYNTHIA M. FRIEND, PH.D.

Cynthia Friend, Ph.D.

/s/ MARC A. KASTNER, PH.D.

Marc A. Kastner, Ph.D.

/s/ WILLIAM A. LINTON

William A. Linton

Director

March 1, 2021

Director

March 1, 2021

Director

March 1, 2021

Director

March 1, 2021

135

Name

/s/ JOHN ORNELL

John Ornell

/s/ RICHARD A. PACKER

Richard A. Packer

/s/ ADELENE Q. PERKINS

Adelene Q. Perkins

Title

Date

Director

March 1, 2021

Director

March 1, 2021

Director

March 1, 2021

/s/ HERMANN REQUARDT, PH.D.

Hermann Requardt, Ph.D.

/s/ ROBERT ROSENTHAL, PH.D.

Robert Rosenthal, Ph.D.

Director

March 1, 2021

Director

March 1, 2021

136

SUBSIDIARIES OF BRUKER CORPORATION

EXHIBIT 21.1

Name of Subsidiary

Jurisdiction of Incorporation

Japan

South Africa

Saudi Arabia

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Norway

Applied Diagnostic Solutions (Pty) Ltd. (34) . . . . . . . . . . . . . . . . . . . . . . . .
Agapetus GmbH (25) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Austria
Alicona Imaging GmbH (26) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Austria
Anasys Instruments Corporation (9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . California, U.S.A.
Biocetra AS (23)
Bruker Advanced Supercon GmbH (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Germany
Bruker Arabia Limited (25) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bruker AXS Holdings, Inc.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Delaware, U.S.A.
Bruker AXS LLC (9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Delaware, U.S.A.
Bruker AXS Ltd. (13) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . United Kingdom
Bruker AXS GmbH (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Germany
Bruker Austria GmbH (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Austria
Bruker Belgium S.A./N.V. (28) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Belgium
Bruker BioSpin Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Massachusetts, U.S.A.
Bruker BioSpin GmbH (17) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Germany
Bruker BioSpin K.K. (11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bruker BioSpin MRI GmbH (8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Germany
Bruker Business Support Center sp. Z.o.o. (35) . . . . . . . . . . . . . . . . . . . . . . Poland
Bruker Daltonik GmbH (18) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Germany
Bruker Daltonics Ltd. (20) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . United Kingdom
Bruker Daltonics Pty Ltd (20) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bruker Daltronics Scandinavia AB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Denmark
Bruker do Brasil Ltda. (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Brazil
Bruker Detection Corporation (20) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Massachusetts, U.S.A.
Bruker EAS GmbH (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Germany
Bruker Energy & Supercon Technologies, Inc.
Bruker Espanola S.A. (11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bruker Finance BV (20) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Netherlands
Bruker France S.A.S. (11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . France
Bruker Holdings BV (20) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Netherlands
Bruker HTS GmbH (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Germany
Bruker India Scientific PVT, Ltd. (21) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bruker Invest AG (10) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bruker Italia S.r.l. (11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bruker JV UK Ltd. (15) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . United Kingdom
Bruker Korea Co. Ltd. (11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Korea
Bruker Ltd. (11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Canada
Bruker Ltd. (11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Russia
Bruker Mexicana S.A. de C.V. (6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mexico
Bruker Microbiology Technology (Beijing) Co., Ltd . . . . . . . . . . . . . . . . . . . . China
Bruker Nano GmbH (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Germany
Bruker Nano, Inc. (29) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Arizona, U.S.A.
Bruker Nederland B.V. (11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Netherlands
Bruker Nordic AB (20) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bruker Optik GmbH (20) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Germany
Bruker OST LLC (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Delaware, U.S.A.
Bruker Physik GmbH (16) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Germany
Bruker Polska Sp. Z.o.o. (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Poland
Bruker Portugal Unipessoal LDA (11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Portugal

. . . . . . . . . . . . . . . . . . . . . . . Delaware, U.S.A.

India
Switzerland
Italy

South Africa

Sweden

Spain

Name of Subsidiary

Jurisdiction of Incorporation

Israel

Israel

Switzerland

Singapore
South Africa

Bruker PTY Ltd. (11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Australia
Bruker Scientific Instruments Hong Kong Co., Ltd. (11) . . . . . . . . . . . . . . . . Hong Kong
Bruker Scientific Israel Ltd. (11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bruker Scientific LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Delaware, U.S.A.
Bruker (Beijing) Scientific Technology Co., Ltd. (12) . . . . . . . . . . . . . . . . . . . China
Bruker Switzerland AG (11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bruker (Malaysia) SDN. BHD. (11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Malaysia
Bruker Singapore Pte. Ltd. (11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bruker South Africa (Pty) Ltd. (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bruker s.r.o. (19) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Czech Republic
Bruker Taiwan Co. Ltd. (20) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Taiwan
Bruker Technologies Ltd. (14) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bruker Turkey Teknolojik Sistemler Ticaret Ltd. Sirketi (27) . . . . . . . . . . . . . Turkey
Bruker UK Ltd. (11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . United Kingdom
Canopy Biosciences LLC (9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Delaware, U.S.A.
Core Diagnostics Inc.(31) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . California, U.S.A.
Hain LifeScience E.A. Ltd. (23) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Kenya
Hain LifeScience GmbH (19) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Germany
Hain LifeScience Solutions (Pty) Ltd. (23) . . . . . . . . . . . . . . . . . . . . . . . . . .
Hain LifeSciences S.A. Pty Ltd. (23) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Hydrostatic Extrusions Ltd. (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . United Kingdom
InCoaTec GmbH (7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Germany
InVivo Biotech Svs GmbH (19) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Germany
Lifescience Solutions Africa (Pty) Ltd.(23) . . . . . . . . . . . . . . . . . . . . . . . . . .
Luxendo GmbH (11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Germany
Merlin Diagnostika GmbH (19) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Germany
Mestrelab Research S.L. (24) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PMOD Technologies LLC (25) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Precision Diagnostics, Inc. (30) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Delaware, U.S.A.
Research Instruments GmbH (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Germany
SAS Biocentric (23) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . France
SmartTip BV (33) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Netherlands
Vutara LLC (9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Delaware, U.S.A.
XGLabs S.r.l. (22) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Zellkraft Werk GmbH (30) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Germany

South Africa
South Africa

Spain
Switzerland

South Africa

Italy

(1) These entities are wholly owned subsidiaries of Bruker Energy & Supercon Technologies, Inc.

(2) These entities are wholly owned subsidiaries of Bruker HTS GmbH.

(3) Research Instruments GmbH is 52.49% owned by Bruker Energy & Supercon Technologies, Inc.

and 47.51% owned by third parties.

(4) Bruker AXS GmbH is 90% owned by Bruker AXS Holdings, Inc. and 10% owned by Bruker

Corporation.

(5) These entities are wholly owned subsidiaries of Bruker AXS GmbH.

(6) Bruker Mexicana S.A de C.V. is 99.9% owned by Bruker AXS GmbH and 0.1% owned by Bruker

AXS LLC.

(7) InCoaTec GmbH is 66% owned by Bruker AXS GmbH and 34% owned by third parties.

(8) Bruker BioSpin MRI GmbH 89.9% owned by Bruker Physik GmbH and 10.1% owned by Bruker

Invest AG.

(9) These entities are wholly owned subsidiaries of Bruker Nano, Inc.

(10) Bruker Invest AG is 90% owned by Bruker BioSpin Corporation and 10% owned by Bruker

Corporation.

(11) These entities are wholly owned subsidiaries of Bruker Invest AG.

(12) Bruker (Beijing) Scientific Technology Co., Ltd. is a wholly owned subsidiary of Bruker Singapore

Pte. Ltd.

(13) Bruker AXS Ltd. is 50% owned by Bruker Invest AG and 50% owned by Bruker UK Ltd.

(14) Bruker Technologies Ltd. is a wholly owned subsidiary of Bruker Scientific Israel Ltd.

(15) Bruker JV UK Ltd. is a wholly owned subsidiary of Bruker UK Ltd.

(16) Bruker-Physik GmbH is 50.5% owned by Bruker BioSpin Corporation, 24.75% owned by Bruker

Daltonik GmbH and 24.75% owned by Bruker Optik GmbH.

(17) Bruker BioSpin GmbH is owned wholly owned by Bruker-Physik GmbH.

(18) Bruker Daltonik GmbH is 90% owned by Bruker Scientific LLC and 10% owned by Bruker

Corporation.

(19) These entities are wholly owned subsidiaries of Bruker Daltonik GmbH.

(20) These entities are wholly owned subsidiaries of Bruker Scientific LLC.

(21) Bruker India Scientific PVT, Ltd. is 73.59% owned by Bruker Invest AG, 6.53% owned by Bruker

Daltonik GmbH and 19.88% owned by Bruker AXS GmbH.

(22) XGLabs S.r.l. is a wholly owned subsidiary of Bruker Italia S.r.l.

(23) These entities are wholly owned by Hain LifeScience GmbH.

(24) This entity is 50.998% owned by Bruker Switzerland AG and 49.002% owned by third parties.

(25) This entity is wholly owned by Bruker Switzerland AG.

(26) These entities are wholly owned by Agapetus GmbH.

(27) This entity is owned 99.74% by Bruker Invest AG and 0.26% by Bruker Switzerland AG.

(28) This entity is 99.99% owned by Bruker Invest AG and 0.01% owned by Bruker Switzerland.

(29) This entity is wholly owned by Bruker AXS Holdings, Inc.

(30) Wholly owned by Canopy BioScience LLC.

(31) Wholly owned by Precision Diagnostics, Inc.

(33) Wholly owned by Bruker Nederland BV.

(34) 50% owned by Hain Lifescience GmbH and 50% owned by Hain Lifescience SA (Pty) Ltd.

(35) Wholly owned by Bruker Finance BV

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8

(Nos. 333-211686, 333-167333, 333-150430, 333-137090, 333-107294, and 333-47836) of Bruker
Corporation of our report dated March 1, 2021 relating to the financial statements and the
effectiveness of internal control over financial reporting, which appears in this Form 10-K.

EXHIBIT 23.1

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts
March 1, 2021

EXHIBIT 31.1

I, Frank H. Laukien, certify that:

1.

I have reviewed this annual report on Form 10-K of Bruker Corporation;

CERTIFICATION

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or

omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this
report;

3. Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining

disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:

a.

b.

c.

d.

designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;

designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;

evaluated the effectiveness of the registrant’s disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and

disclosed in this report any change in the registrant’s internal control over financial reporting
that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the registrant’s auditors and the audit committee of
the registrant’s board of directors (or persons performing the equivalent functions):

a.

b.

all significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the registrant’s
ability to record, process, summarize and report financial information; and

any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant’s internal control over financial reporting.

Date: March 1, 2021

By: /s/ FRANK H. LAUKIEN, PH.D.

Frank H. Laukien, Ph.D.
President, Chief Executive Officer and Chairman
(Principal Executive Officer)

EXHIBIT 31.2

I, Gerald N. Herman, certify that:

1.

I have reviewed this annual report on Form 10-K of Bruker Corporation;

CERTIFICATION

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or

omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this
report;

3. Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining

disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:

a.

b.

c.

d.

designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;

designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;

evaluated the effectiveness of the registrant’s disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and

disclosed in this report any change in the registrant’s internal control over financial reporting
that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the registrant’s auditors and the audit committee of
the registrant’s board of directors (or persons performing the equivalent functions):

a.

b.

all significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the registrant’s
ability to record, process, summarize and report financial information; and

any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant’s internal control over financial reporting.

Date: March 1, 2021

By: /s/ GERALD N. HERMAN

Gerald N. Herman
Chief Financial Officer and Vice President
(Principal Financial Officer and Principal
Accounting Officer)

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Bruker Corporation (the ‘‘Company’’) on Form 10-K for
the year ended December 31, 2020, as filed with the Securities and Exchange Commission on the date
hereof (the ‘‘Report’’), each of the undersigned, Frank H. Laukien, President, Chief Executive Officer
and Chairman of the Board of Directors of the Company, and Gerald N. Herman, Chief Financial
Officer and Vice President of the Company, certifies, pursuant to 18 U.S.C. section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities

Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial

condition and results of operations of the Company.

Date: March 1, 2021

By: /s/ FRANK H. LAUKIEN, PH.D.

Frank H. Laukien, Ph.D.
President, Chief Executive Officer and Chairman
(Principal Executive Officer)

Date: March 1, 2021

By: /s/ GERALD N. HERMAN

Gerald N. Herman
Chief Financial Officer and Vice President
(Principal Financial Officer and Principal
Accounting Officer)

Bruker Corporation
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(unaudited and in millions, except per share data)

Reconciliation of Non-GAAP Operating Income, Non-GAAP Profit Before Tax, Non-GAAP Net Income and
Non-GAAP Earnings Per Share

GAAP operating income
Non-GAAP adjustments:
Restructuring costs
Acquisition-related costs
Purchase intangible amortization
Other costs
Total non-GAAP adjustments
Non-GAAP operating income
Non-GAAP operating margin

Non-GAAP interest & other expense, net
Non-GAAP profit before tax

Non-GAAP income tax provision

Non-GAAP tax rate

Minority interest
Non-GAAP net income attributable to Bruker

Weighted average shares outstanding (diluted)

Twelve Months Ended
December 31,

2020

2019

$

248.3

$

300.9

$
$

$
$

15.8
3.2
35.7
14.2
68.9
317.2
16.0%

(22.5)
294.7

(82.9)
28.1%

(3.6)
208.2

154.6

1.4
16.8
38.3
6.6
63.1
364.0
17.6%

(20.5)
343.5

(96.6)
28.1%

(0.8)
246.1

156.6

Non-GAAP earnings per share

$

1.35

$

1.57

Reconciliation of GAAP Tax Rate to Non-GAAP Tax Rate

GAAP tax rate
Non-GAAP adjustments:

Tax impact of non-GAAP adjustments
Stock compensation
US tax reform – toll charge
Other discrete items

Total non-GAAP adjustments

Non-GAAP tax rate

Twelve Months Ended
December 31,

2020

28.5%

2019

29.4%

(0.5%)
0.1%
(0.1%)
0.1%
(0.4%)
28.1%

(1.3%)
—
0.6%
(0.6%)
(1.3%)
28.1%

Reconciliation of GAAP Earnings Per Share to Non-GAAP Earnings Per Share (Diluted)

GAAP earnings per share (diluted)

Non-GAAP adjustments:
Restructuring costs
Acquisition-related costs
Purchased intangible amortization
Other costs
Income tax rate differential
Total non-GAAP adjustments
Non-GAAP earnings per share (diluted)

Twelve Months Ended
December 31,

2020

2019

$

1.02

$

1.26

0.10
0.02
0.23
0.09
(0.11)
0.33
1.35

$

0.01
0.11
0.24
0.04
(0.09)
0.31
1.57

$

Bruker Corporation
REVENUE
(unaudited and in millions)

Reconciliation of GAAP Reported Revenue Growth to Organic Revenue Growth

GAAP revenue as of prior comparable period

Non-GAAP adjustments:

Acquisitions and divestitures
Organic
Currency

Total non-GAAP adjustments

Non-GAAP revenue
Revenue growth
Organic revenue growth

GAAP revenue as of prior comparable period

Non-GAAP adjustments:

Acquisitions and divestitures
Organic
Currency

Total non-GAAP adjustments

Non-GAAP revenue
Revenue growth
Organic revenue growth

Twelve Months Ended
December 31,

2020

2019

Total Bruker

2,072.6 $

1,895.6

10.5
(125.0)
29.4
(85.1)
1,987.5 $
(4.1%)
(6.0%)

118.4
108.9
(50.3)
177.0
2,072.6
9.3%
5.7%

$

$

Twelve Months Ended
December 31,

2020

2019

Bruker Scientific Instruments
1,707.0

1,877.6 $

$

9.6
(103.5)
26.3
(67.6)
1,810.0 $
(3.6%)
(5.5%)

113.6
99.7
(42.7)
170.6
1,877.6
10.0%
5.8%

$

(1) Bruker Scientific Instruments (BSI) revenue reflects the sum of the BSI Life Science and BSI Nano Segments as presented in

our 2020 Form 10-K.

GAAP revenue as of prior comparable period

Non-GAAP adjustments:

Acquisitions and divestitures
Organic
Currency

Total non-GAAP adjustments

Non-GAAP revenue
Revenue growth
Organic revenue growth

Twelve Months Ended
December 31,

2020

2019

BEST, net of Intercompany
Eliminations
195.0 $

188.6

0.9
(21.5)
3.1
(17.5)
177.5 $
(9.0%)
(11.0%)

4.8
9.3
(7.7)
6.4
195.0
3.4%
4.9%

$

$

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Corporate &
Investor Information

Corporate Headquarters:
Bruker Corporation
40 Manning Road
Billerica, Massachusetts 01821

Common Stock Listing:
Common stock of Bruker
Corporation is traded on Nasdaq
under the symbol “BRKR”

Investor Relations &
Corporate Development:
Miroslava Minkova
Investor.Relations@bruker.com

Secretary:
Kristin Caplice

Legal Counsel:
Morgan, Lewis & Bockius LLP
One Federal Street
Boston, Massachusetts 02110

Independent Registered
Public Accounting Firm:
PricewaterhouseCoopers LLP
101 Seaport Boulevard
Boston, MA 02210

Transfer Agent:
American Stock Transfer & Trust
Company
6201 15th Avenue,
Brooklyn, NY 11219

Executive Management

Board of Directors

Frank H. Laukien, Ph.D.
President &
Chief Executive Officer

Gerald N. Herman
Chief Financial Officer

Mark R. Munch, Ph.D.
President, Bruker Nano Group
Executive Vice President,
Bruker Corporation

Juergen Srega
President, Bruker CALID Group

Falko Busse, Ph.D.
President, Bruker BioSpin Group

Burkhard Prause, Ph.D.
President, Bruker Energy &
Supercon Technologies (BEST)

Frank H. Laukien, Ph.D.
Chairman

Cynthia M. Friend, Ph.D.
President & CEO, the Kavli
Foundation
Director of the Energy Frontier
Research Center for Sustainable
Catalysis, Harvard University

Marc A. Kastner, Ph.D.
Donner Professor of Physics,
Emeritus, MIT
Adjunct Professor of Physics,
Stanford University
Interim Executive Director,
Science Philanthropy Alliance

William A. Linton, Ph.D.
Chairman &
Chief Executive Officer,
Promega Corporation

John Ornell
Former Chief Financial Officer,
Waters Corporation

Richard A. Packer
Primary Executive Officer,
Healthcare Business Unit,
Asahi Kasei Corporation

Adelene Q. Perkins
Chair & Chief Executive Officer,
Infinity Pharmaceuticals, Inc.

Hermann Requardt, Ph.D.
Former Chief Executive Officer,
Siemens Healthcare

Robert J. Rosenthal, Ph.D.
Chairman &
Former Chief Executive Officer
Taconic Biosciences, Inc.

Bonnie H. Anderson
Co-Founder, Chairman & Chief
Executive Officer,
Veracyte, Inc.

Bruker Corporation

info@bruker.com
www.bruker.com