BRUKER CORP
For the period ended Dec 31, 2024. Filed Mar 3, 2025.
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FY2024 · Filed Mar 3, 2025
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Item 15. Exhibits, Financial Statements and Schedules
(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
| Incorporated by Reference | |||
| ExhibitNumber | Description | Form | Filing Date |
| 3.2 | Amended and Restated Bylaws of Bruker Corporation | Form 8-K | May 30, 2024 |
| 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 pursuant to Section 12 of the Securities Exchange Act of 1934 | Form 10-K | March 27, 2020 |
| 10.1† | Bruker Corporation 2010 Incentive Compensation Plan | Schedule 14A | April 14, 2010 |
| 10.2† | Bruker Corporation 2010 Incentive Compensation Plan Form of Incentive Stock Option Agreement | Form 10-Q | August 9, 2010 |
| 10.3† | Bruker Corporation 2010 Incentive Compensation Plan Form of Non-Qualified Stock Option Agreement | Form 10-Q | August 9, 2010 |
| 10.4† | Bruker Corporation 2010 Incentive Compensation Plan Form of Restricted Stock Agreement | Form 10-Q | August 9, 2010 |
| 10.5† | Bruker Corporation 2016 Incentive Compensation Plan | Schedule 14A | April 22, 2016 |
| 10.6† | Bruker Corporation 2016 Incentive Compensation Plan Form of Incentive Stock Option Agreement | Form 10-Q | August 9, 2019 |
| 10.7† | Bruker Corporation 2016 Incentive Compensation Plan Form of Non-Qualified Stock Option Agreement | Form 10-Q | August 9, 2019 |
| 10.8† | Bruker Corporation 2016 Incentive Compensation Plan Form of Restricted Stock Unit Agreement | Form 10-Q | August 9, 2019 |
| 10.9† | Bruker Corporation 2016 Incentive Compensation Plan Form of Director Restricted Stock Unit Agreement | Form 10-K | March 1, 2017 |
| 10.10† | Bruker Corporation Employee Stock Purchase Plan | Form S-8 | June 3, 2022 |
| 10.11* | Note Purchase Agreement, dated January 18, 2012 | Form 8-K | January 19, 2012 |
| 10.12 | First Amendment to the Note Purchase Agreement, date January 18, 2012 | Form 10-Q | August 7, 2020 |
| 10.13† | Bruker Corporation 2019 Short-Term Incentive Compensation Program | Form 8-K | February 21, 2019 |
| 10.14†** | Bruker Corporation 2022 Short-Term Incentive Compensation Program | ||
| 10.15† | Offer Letter, dated June 4, 2018, by and between the Company and Gerald N. Herman | Form 10-Q | August 9, 2018 |
| 10.16† | Contract of Employment, dated May 1, 2018, by and between the Company and Falko Busse | Form 10-Q | August 9, 2018 |
| 10.17† | Employment Offer Letter Agreement, dated June 25, 2012, by and between the Company and Juergen Srega | Form 10-Q | May 9, 2013 |
| 10.18† | 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 |
| 10.19† | Form of Indemnification Agreement of Officers and Directors | Form 8-K | February 11, 2019 |
| 10.20 | Term Loan Agreement, dated December 11, 2019, 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 | Form 8-K | December 12, 2019 |
| 10.21 | Note Purchase Agreement dated as of December 11, 2019 | Form 8-K | December 12, 2019 |
| 10.22 | First Amendment to the Note Purchase Agreement, dated as of December 11, 2019 | Form 10-Q | August 7, 2020 |
| 10.23 | First Amendment to Term Loan Agreement, dated as of May 12, 2021 | Form 10-Q | August 5, 2021 |
| 10.24 | Note Purchase Agreement dated as of December 7, 2021 | Form 8-K | December 8, 2021 |
| 10.25 | First Amendment to Credit Agreement, dated December 11, 2019, by 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 | Form 10-Q | August 5, 2022 |
| 10.26 | Second Amendment to Credit Agreement dated December 11, 2019, by 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 | Form 10-Q | November 4, 2022 |
| 10.27 | Second Amendment to Term Loan Agreement dated December 11, 2019, 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 | Form 10-Q | November 4, 2022 |
| 10.28 | Amended and Restated Credit Agreement, dated January 18, 2024, by and among the Company and certain of its subsidiaries as borrowers and guarantors, Deutsche Bank Securities Inc., JPMorgan Chase Bank, N.A., TD Bank, N.A., and Wells Fargo Bank, National Association, as Co-Syndication Agents, BofA Securities, Inc., Deutsche Bank Securities Inc., JPMorgan Chase Bank, N.A., TD Bank, N.A. and Wells Fargo Securities, LLC, as Joint Bookrunners and Joint Lead Arrangers, Citizens Bank, N.A., Credit Suisse (Switzerland) Ltd., and U.S. Bank, N.A., as Co-Documentation Agents, ING Bank B.V. and PNC Bank, N.A., as Managing Agents, Bank of America, N.A., as Administrative Agent, Swing Line Lender and Issuing Bank, and the several banks or other financial institutions or entities from time to time party thereto as lenders. | Form 8-K | January 19, 2024 |
| 10.29* | Note Purchase Agreement dated as of February 1, 2024. | Form 8-K | February 2, 2024 |
| 10.30* | Note Purchase Agreement dated as of February 8, 2024 | Form 8-K | February 12, 2024 |
| 10.31 | Share Purchase Agreement, dated as of February 27, 2024, by and between Bruker Invest AG, and Tecfin S.à r.l., Christoph Gauer, Eliman 1 and Eliman 2. | Form 10-K | February 29, 2024 |
| 10.32 | Warranty Agreement, dated as of February 27, 2024, by and among Bruker Invest AG, Tecfin S.à r.l., Christoph Gauer, Eliman 1 and Eliman 2. | Form 10-K | February 29, 2024 |
| 10.33 | Three- and Five-Year Term Loan Agreement dated as of March 29, 2024. | Form 8-K | April 2, 2024 |
| 10.34 | Seven-Year Term Loan Agreement dated as of March 29, 2024. | Form 8-K | April 2, 2024 |
| 10.35* | Asset Purchase Agreement, dated as of April 17, 2024, by and between Bruker Corporation and NanoString Technologies. | Form 8-K | April 22, 2024 |
| 10.36 | Underwriting Agreement, dated May 29, 2024, by and among Bruker Corporation and BofA Securities, Inc. and J.P. Morgan Securities LLC. | Form 8-K/A | June 5, 2024 |
| 19.1 ** | Insider Trading Policy of Bruker Corporation. | ||
| 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) | ||
| 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 | ||
| 97.1 ** | Bruker Corporation Compensation Recoupment Policy | ||
| g | |||
| 101.INS ** | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document | ||
| 101.SCH ** | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents | ||
| 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** | Cover Page Interactive Data File (formatted as inline XBRL and contained 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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.