BRUKER CORP

Previous wording

the impact of supply chain challenges on our business and operations, including inventory supply problems, global supply chain challenges, changes to trade policies, financial market volatility and disruption, and other macroeconomic issues, including the duration and impact of the current U.S. government shutdown, the impact of prolonged closures or staffing reductions at governmental agencies resulting from the current U.S. government shutdown effecting our business, and uncertain economic conditions in the United States and abroad;

Current wording

the impact of supply chain challenges on our business and operations;

Previous wording

our working capital requirements and sufficiency of cash to fund our operations and investment activities;

Current wording

our working capital requirements and the sufficiency of our cash, borrowings and proceeds of indebtedness to fund our operations and investment activities;

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the impact of changes to tax and accounting rules, and changes in law, including the One Big Beautiful Bill Act (the “OBBBA”);

Current wording

the impact of changes to tax and accounting rules, and changes in law;

Previous wording

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:

Current wording

We can experience quarter-to-quarter fluctuations in our operating results as a result of various factors, some of which are outside our control. The aforementioned various factors include:

Previous wording

general economic conditions, including inflation, the threat of recession, financial liquidity, currency volatility or devaluation, supply chain or manufacturing capabilities, uncertain economic conditions in the United States and abroad, and additional tariffs, including those imposed or that may be imposed or changed by the presidential administration in the U.S. and uncertainties relating to the same;

Current wording

general economic conditions, including inflation, the threat of recession, financial liquidity, currency volatility or devaluation, supply chain or manufacturing capabilities, uncertain economic conditions in the United States and abroad, and additional tariffs, including those imposed or that may be imposed or changed by the current presidential administration in the U.S. and uncertainties relating to the same;

Previous wording

geopolitical tensions, including those that have or may have impact on our customers, such as the conflict between Russia and Ukraine and related economic sanctions, the conflict in the Middle East and surrounding areas, the possible expansion of such conflicts and potential geopolitical consequences, the ongoing tensions between the United States and China, tariff and trade policy changes, and increasing potential conflict involving countries in Asia that are significant to the Company’s supply chain operations, such as Taiwan and China;

Current wording

geopolitical tensions, including those that have or may have impact on our customers, such as the conflict between Russia and Ukraine and related economic sanctions, conflicts in the Middle East and surrounding areas and hostilities involving Iran, the possible expansion of such conflicts and potential geopolitical consequences, the ongoing tensions between the United States and China, tariff and trade policy changes, and increasing potential conflict involving countries in Asia that are significant to the Company’s supply chain operations, such as Taiwan and China;

Previous wording

The following table presents a summary of our consolidated results as of the three and nine months ended September 30, 2025 and 2024:

Current wording

The following table presents a summary of our consolidated results as of the three months ended March 31, 2026, and 2025 (dollars in millions):

Previous wording

Although our unaudited condensed consolidated financial statements have been prepared in accordance with GAAP, we believe that describing revenue excluding the effects of foreign currency, and expenses excluding costs related to restructuring actions, acquisitions, and related integration expenses, amortization of acquired intangible assets, costs associated with our global information technology, transition initiatives, and other costs (“non-GAAP adjustments”), provides meaningful supplemental information regarding our performance but should not be considered in isolation from or as a replacement for the most directly comparable GAAP financial measures. We rely internally on certain measures that are not calculated according to GAAP. These measures include constant exchange rate (“CER”) currency revenue growth, organic revenue growth, non-GAAP gross profit, non-GAAP gross profit margin, non-GAAP operating income, non-GAAP operating margin, and free cash flow.

Current wording

Although our unaudited condensed consolidated financial statements have been prepared in accordance with GAAP, we believe that describing revenue excluding the effects of foreign currency, and expenses excluding costs related to restructuring actions, impairment costs, acquisitions, integration and IT transformation expenses, amortization of acquired intangible assets, and other costs (“non-GAAP adjustments”), provides meaningful supplemental information regarding our performance but should not be considered in isolation from or as a replacement for the most directly comparable GAAP financial measures. We rely internally on certain measures that are not calculated according to GAAP. These measures include non-GAAP constant exchange rate (“CER”) currency revenue growth, non-GAAP organic revenue growth, non-GAAP gross profit, non-GAAP gross profit margin, non-GAAP operating income, non-GAAP operating margin, and non-GAAP free cash flow.

Previous wording

CER currency revenue growth as GAAP revenue excluding the effect of changes in foreign currency translation rates.

Current wording

Non-GAAP CER currency revenue growth as GAAP revenue excluding the effect of changes in foreign currency translation rates.

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Organic revenue growth as GAAP revenue excluding the effect of changes in foreign currency translation rates and acquisitions.

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Non-GAAP Organic revenue growth as GAAP revenue excluding the effect of changes in foreign currency translation rates and acquisitions.

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Non-GAAP gross profit as GAAP gross profit excluding certain non-GAAP adjustments.

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Non-GAAP gross profit as GAAP gross profit excluding non-GAAP adjustments.

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Non-GAAP gross profit margin as GAAP gross profit margin excluding the impact of certain non-GAAP adjustments.

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Non-GAAP gross profit margin as GAAP gross profit margin excluding the impact of non-GAAP adjustments.

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Free cash flow as GAAP net cash provided by operating activities less additions to property, plant, and equipment.

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Non-GAAP free cash flow as GAAP net cash provided by operating activities less additions to property, plant, and equipment.

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GAAP revenue to non-GAAP Organic revenue:

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GAAP revenue to non-GAAP CER currency and non-GAAP organic revenue:

Previous wording

The non-GAAP CER revenue decline in the three months ended September 30, 2025, compared to the year ago quarter, was driven primarily by slower demand in academic and government research markets for our life science instruments, partially offset by higher revenue from biopharma research and applied markets as well as the current year impact of recent acquisitions. The increase in non-GAAP CER in the nine months ended September 30, 2025, compared to the year ago period, reflects increased revenue from prior year acquisitions offset by reduced revenue from the weakened academic and government research markets and biopharma research.

Current wording

The non-GAAP CER revenue decline during the three months ended March 31, 2026, was driven primarily by weaker demand in the academic and government research and industrial markets for our analytical instruments, partially offset by higher revenue from semiconductor and hospital and clinical markets as well as the current year impact of recent acquisitions.

Previous wording

Geographically during the three months ended September 30, 2025, compared to the same period in 2024, our North American revenue decreased 4.8% and European revenue increased by 7.8%, while Asia Pacific revenue decreased by 3.8%.

Current wording

Geographically during the three months ended March 31, 2026, compared to the same period in 2025, our North American revenue decreased by 0.2% and European revenue increased by 12.8%, while Asia Pacific revenue decreased by 10.3% mostly driven by China.

Previous wording

The following table presents gross profit and gross profit margins by reportable segment for the periods reported:

Current wording

The following table presents gross profit and gross profit margins (“GPM”) by reportable segment for the periods reported:

Previous wording

Our selling, general and administrative expenses for the three months ended September 30, 2025, increased to 28.2% of total revenue, from 26.6% of total revenue for the comparable period in 2024. The increase as a percentage of revenue was mainly a result of foreign exchange headwinds from a declining U.S. dollar and increased spending associated with prior year acquisitions.

Current wording

Our selling, general and administrative expenses for the three months ended March 31, 2026, increased to 29.4% of total revenue, from 28.1% of total revenue for the comparable period in 2025. The increase as a percentage of revenue was primarily due to decline of CER and Organic revenue, increased costs associated with foreign exchange headwinds from a declining U.S. Dollar, partially offset by the impact of cost savings initiatives.

Previous wording

Other charges, net for the nine months ended September 30, 2025, decreased to $45.2 million compared to $56.6 million for the comparable period in 2024. The year over year decrease was primarily due to an adjustment to the hybrid liability related to certain other majority owned acquisitions as described in Note 19, Hybrid Instrument Liabilities anda decrease in acquisition-related expenses due to fewer acquisitions closed in the current year compared to 2024, offset by increased restructuring and impairment charges related primarily to restructuring programs as described in Note 10, Restructuringas well as impairments of long-lived assets as described in Note 5 Goodwill and Intangible Assets. Refer to Note 9, Other Charges, netfor more details on our other charges, net costs.

Current wording

Other charges, net for the three months ended March 31, 2026, decreased to $26.2 million compared to $36.9 million for the comparable period in 2025. The year over year decrease was primarily due to the acquisition-related litigation charges of $18.6 million in 2025 with no comparable charges in 2026, offset by an increase in long-lived asset impairment charges of $12.2 million as a result of the restructuring programs described in Note 10, Restructuring and Asset Impairments. Refer to Note 9, Other Charges, Netfor more details on our other charges, net costs.

Previous wording

The following table presents operating income and operating margins on revenue by reportable segment for the periods reported:

Current wording

The following table presents operating income and operating margins (“OM”) by reportable segment for the periods reported:

Previous wording

In August 2025, we announced a cost savings initiative aimed at reducing annual costs by approximately $100 million to $120 million in 2026, which we intend to have a positive impact on operating income and operating margin. The planned reductions affect all parts of our business including supply chain, manufacturing, commercial operations, administrative functions and research and development.

Current wording

The decrease in total operating income and operating income margin was primarily due to unfavorable revenue mix which negatively impacted gross margins, increased restructuring costs and impairment charges, and foreign exchange headwinds from a declining U.S. Dollar. In August 2025, we announced a cost savings initiative aimed at reducing annualized costs by approximately $100 million to $120 million by the end of 2026. This cost savings initiative was implemented with the intention to improve operating income and operating margins on a company-wide basis. The reductions affect all parts of our business including supply chain, manufacturing, commercial operations, administrative functions, and research and development.

Previous wording

The increase in interest and other income (expense), net for the three months ended September 30, 2025, as compared to the same period in 2024 was primarily due to the impairment costs on certain of our minority investments recognized in the current quarter partially offset by the income on settlement of interest rate swap agreements. Refer to Note 11, Interest and Other Income (Expense), netfor more details on our interest and other income (expense), net.

Current wording

The increase in interest and other income (expense), net in the three months ended March 31, 2026, as compared to the same period in 2025, was primarily due to the gain on remeasurement of the previously held equity interest in Tofwerk of $12.2 million. On January 6, 2026, we acquired the remaining 60.0% interest in Tofwerk and remeasured to fair value the previously held 40.0% interest which was accounted for under the equity method. Refer to Note 3, Acquisitionsfor more details on the Tofwerk acquisition and Note 11, Interest and Other Income (Expense), netfor more details on our interest and other income (expense), net.

Previous wording

The effective tax rate for the three months ended September 30, 2025 and 2024 were 19.6% and 26.8%, respectively. The decrease in the Company's effective tax rate was primarily due to changes in jurisdictional mix and net favorable discrete adjustments related to the tax impact of the impairment of goodwill, return to provision adjustments, and release of uncertain tax positions.

Current wording

The effective tax rates for the three months ended March 31, 2026, and 2025 were 11.4% and 34.7%, respectively. The decrease in the Company's effective tax rate was primarily due to changes in jurisdictional mix and the impact of a nontaxable gain associated with the acquisition of Tofwerk ( refer to Note 3, Acquisitions for more information).

Previous wording

The OECD introduced its Pillar 2, which provides guidance for a global minimum tax. Various countries have either enacted or are in the process of enacting legislation to implement this framework. Our income tax provision for the three months ended September 30, 2025, reflects currently enacted legislation and guidance related to the model rules. This enacted legislation and guidance had an impact on our income tax provision, resulting in an increase to our adjusted effective tax rate of 1.3% for the three months ended September 30, 2025. We continue to monitor the countries in which it operates as they enact legislation implementing Pillar 2.

Current wording

The Organization for Economic Co-operation and Development (“OECD”) introduced its Pillar Two Framework Model Rules, which provides guidance for a global minimum tax. Various countries have either enacted or are in the process of enacting legislation to implement this framework. Our income tax provision for the three months ended March 31, 2026, reflected currently enacted legislation and guidance related to the model rules. This enacted legislation and guidance did not have a material impact on our income tax provision for the three months ended March 31, 2026. The Company continues to monitor the countries in which it operates as they enact legislation implementing Pillar Two.

Previous wording

We anticipate that our existing cash 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, or the payment of common and preferred dividends in the future. Historically, we have used the liquidity generated from cash flow from operations, debt financings, and issuances of common and preferred stock to finance our growth and operating needs. In the future, there are no assurances that we will continue to generate cash flow from operations, that additional financing alternatives will be available to us, if required, or, if available, will be obtained on terms favorable to us.

Current wording

We anticipate that our existing cash and cash equivalents and credit facilities will be sufficient to support our operating and investing needs, and other liquidity needs for at least the next twelve months and the foreseeable future under the currently anticipated business conditions and macroeconomic environment. As of March 31, 2026, we had $133.4 million in cash and cash equivalents, of which $74.0 million was held in our foreign subsidiaries. The Company has access to the vast majority of its cash and cash equivalent balances held outside of the United States without incurring significant additional tax costs and therefore considers them available for use globally. The amount of funds held in the United States can fluctuate due to the timing of receipts and payments in the ordinary course of business and due to other reasons, such as acquisitions and borrowings. As part of our ongoing liquidity assessments, we regularly monitor the mix of domestic and foreign cash flows (both inflows and outflows). Our future cash requirements could be affected by acquisitions that we may complete, or the payment of common and preferred dividends in the future. Historically, we have used the liquidity generated from cash flow from operations, debt financings, and issuances of common and preferred stock to finance our growth and operating needs. In the future, there are no assurances that we will continue to generate cash flow from operations, that additional financing alternatives will be available to us, if required, or, if available, will be obtained on terms favorable to us.

Previous wording

We aggregate all bank accounts that are subject to our notional cash pooling arrangement into a single balance on our consolidated balance sheets. Our notional cash pooling arrangement is managed by a third-party financial institution and as of September 30, 2025, it was in a positive position. The cash and cash equivalent balance held outside of the United States in our foreign subsidiaries was primarily located in the Netherlands, Switzerland, and Hong Kong.

Current wording

We aggregate all bank accounts that are subject to our notional cash pooling arrangement into a single balance on our consolidated balance sheets. Our notional cash pooling arrangement is managed by a third-party financial institution and as of March 31, 2026, based on the reporting maintained by our financial institution, it was in a positive position.

Previous wording

The following table presents our cash flows from operating activities, investing activities, and financing activities for the periods reported:

Current wording

The following table presents our cash flows from operating activities, investing activities and financing activities for the periods presented (in millions):

Previous wording

Net cash used in operating activities during the nine months ended September 30, 2025, resulted primarily from consolidated net income adjusted for non-cash items of $173.3 million being offset from outflows related to changes in operating assets and liabilities, net of acquisitions of $269.0 million. Net cash provided by operating activities during the nine months ended September 30, 2024, resulted primarily from consolidated net income adjusted for non-cash items of $230.5 million, partially offset by a change in operating assets and liabilities, net of acquisitions of $169.2 million.

Current wording

Net cash provided by operating activities during the three months ended March 31, 2026, resulted primarily from consolidated net income adjusted for non-cash items of $95.4 million, and a change in operating assets and liabilities, net of acquisitions of $(24.2) million. Net cash provided by operating activities during the three months ended March 31, 2025, resulted primarily from consolidated net income adjusted for non-cash items of $55.7 million, and a change in operating assets and liabilities, net of acquisitions of $9.3 million.

Previous wording

Net cash used in investing activities during the nine months ended September 30, 2025, resulted primarily from cash paid for acquisitions of $69.7 million, purchases of property, plant and equipment of $68.2 million, and minority investments of $6.6 million. Net cash used in investing activities during the nine months ended September 30, 2024, resulted primarily from cash paid for acquisitions of $1,576.7 million, purchases of property, plant and equipment of $78.6 million, and minority investments of $46.0 million.

Current wording

Net cash used in investing activities during the three months ended March 31, 2026, resulted primarily from purchases of property, plant and equipment of $24.2 million and acquisitions of $16.0 million. Net cash used in investing activities during the three months ended March 31, 2025, resulted primarily from purchases of property, plant and equipment of $26.0 million. Net cash used in investing activities during the three months ended March 31, 2026 increased compared to the comparable period in the prior year due to acquisitions, primarily due to the acquisition of Tofwerk, which closed in the first quarter of 2026.

Previous wording

Net cash provided by financing activities during the nine months ended September 30, 2025, was primarily from net proceeds from the issuance of Series A Mandatory Convertible Preferred Stock, net of issuance costs of $669.5 million, offset by net repayment of our revolving line of credit of $28.3 million, repayments of long-term debt of $321.3 million, the payment of dividends to common shareholders of $15.3 million, and cash paid for purchases of common stock under our repurchase program of $10.0 million. Net cash provided by financing activities during the nine months ended September 30, 2024, was primarily from proceeds from long-term debt of $972.5 million, proceeds from our public offering of common stock of $403.0 million, and net proceeds from our revolving line of credit of $84.8 million, offset by the repayment of our 2012 Note Purchase Agreement of $100.0 million and the payment of dividends to common shareholders of $22.6 million.

Current wording

Net cash used in financing activities during the three months ended March 31, 2026, was primarily from repayments of long-term debt of $181.3 million and cash paid for dividends to our preferred and common shareholders of $18.6 million. Net cash used in financing activities during the three months ended March 31, 2025, was primarily from net repayments of our revolving line of credit of $28.0 million, repayments of long-term debt of $7.7 million, and cash paid for purchases of common stock under our repurchase program of $10.0 million, offset by proceeds from long-term debt of $2.9 million. During the first quarter of 2026, we repaid in full the outstanding balance in our 2024 term loan due in 2029. Additionally, during the year ended December 31, 2025, we raised proceeds via the issuance of equity in the form of the issuance of the Series A Mandatory Convertible Preferred Stock to pay down some of our outstanding debt obligations. As a result of such issuance, we also have certain obligations with respect to discretionary dividends to our preferred shareholders in addition to the discretionary dividends historically paid to our common shareholders.

Previous wording

As of September 30, 2025, we have total outstanding debt of $2.0 billion and a revolving credit facility that provides for up to $900.0 million of backup liquidity to finance working capital needs, refinance or reduce existing indebtedness, and for general corporate use. In addition, the facility provides for an uncommitted incremental facility whereby, under certain circumstances, we may, at our option, increase the amount of the revolving facility or incur term loans in an aggregate amount not to exceed $400 million. As of September 30, 2025, we were in compliance with all covenants of our debt agreements.

Current wording

As of March 31, 2026, we have total outstanding debt of $1.7 billion and a revolving credit facility that provides for up to $900.0 million of backup liquidity to finance working capital needs, refinance or reduce existing indebtedness, and for general corporate use. In addition, the facility provides for an uncommitted incremental facility whereby, under certain circumstances, we may, at our option, increase the amount of the revolving facility or incur term loans in an aggregate amount not to exceed $400.0 million. As of March 31, 2026, we were in compliance with all covenants of our debt agreements.

Previous wording

On September 8, 2025, we issued 2,760,000 shares, or $690 million aggregate liquidation preference, of our 6.375% Mandatory Convertible Preferred Stock, Series A, par value $0.01 per share, (including 360,000 shares, or $90,000,000 aggregate liquidation preference, of Mandatory Convertible Preferred Stock issued upon exercise by the underwriters of over-allotment option in full) pursuant to a previously announced underwritten public offering. Dividends on the Mandatory Convertible Preferred Stock will be payable on a cumulative basis when, as and if declared by our Board of Directors, at an annual rate of 6.375% on the liquidation preference of $250 per share. If declared, these dividends will be paid in cash, or, subject to certain limitations, in shares of our common stock or, subject to certain limitations, in a combination of cash and shares of our common stock, at our election, on March 1, June 1, September 1 and December 1 of each year, commencing on December 1, 2025, and ending on, and including, September 1, 2028. We used the proceeds from this issuance to repay (i) our term loan due December 2026 in full, (ii) outstanding borrowings under our 2024 amended and restated revolving credit agreement in full, and (iii) a portion of our term loan due March 2027. Refer to

Current wording

On September 8, 2025, we issued 2,760,000 shares, or $690 million aggregate liquidation preference, of our 6.375% Mandatory Convertible Preferred Stock, Series A, par value $0.01 per share, (including 360,000 shares, or $90,000,000 aggregate liquidation preference, of Mandatory Convertible Preferred Stock issued upon exercise by the underwriters of over-allotment option in full) pursuant to a previously announced underwritten public offering. Dividends on the Mandatory Convertible Preferred Stock will be payable on a cumulative basis when, as and if declared by our Board of Directors, at an annual rate of 6.375% on the liquidation preference of $250 per share. If declared, these dividends will be paid in cash, or, subject to certain limitations, in shares of our common stock or, subject to certain limitations, in a combination of cash and shares of our common stock, at our election, on March 1, June 1, September 1 and December 1 of each year, which commenced on December 1, 2025, and ending on, and including, September 1, 2028. We used the proceeds from this issuance to repay (i) our term loan due December 2026 in full, (ii) outstanding borrowings under our 2024 amended and restated revolving credit agreement in full, and (iii) a portion of our term loan due March 2027. Refer to Note 21, Shareholder's Equity, in the Notes to our unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q for more information on our mandatory convertible preferred stock.