The Company does not expect the amounts allocated to goodwill to be deductible for tax purposes.

In the nine months ended September 30, 2024, the Company completed various acquisitions that collectively complemented its existing product offerings of the Company’s existing businesses. The following table reflects the consideration transferred and the respective reportable segment for certain of the 2024 acquisitions (in millions):


	NanoString Technologies, Inc.			ELITechGroup			Chemspeed Technologies AG			Other			Total
Segment	BSI NANO			BSI CALID			BSI BBIO			Various
Consideration Transferred:
Cash paid	$	392.6		$	951.9		$	175.4		$	107.1		$	1,627.0
Cash acquired		(0.5	)		(43.4	)		(0.6	)		(7.6	)		(52.1	)
Fair value of contingent consideration		—			—			—			13.4			13.4
Working capital and other closing adjustments		—			22.7			—			2.5			25.2
Total consideration transferred, net of cash acquired	$	392.1		$	931.2		$	174.8		$	115.4		$	1,613.5
Allocation of Consideration Transferred:
Accounts receivable	$	16.8		$	30.6		$	7.0		$	2.9		$	57.3
Inventories		51.5			31.6			48.7			29.4			161.2
Other current assets		8.9			15.7			1.4			1.1			27.1
Property, plant and equipment		31.0			36.2			1.8			0.9			69.9
Other assets		20.3			41.3			17.3			3.4			82.3
Intangible assets:
Technology		76.0			193.3			27.9			34.9			332.1
Customer relationships		71.0			236.3			51.5			5.7			364.5
Backlog		—			0.5			9.4			4.9			14.8
Trade name		20.0			12.3			4.8			2.2			39.3
Goodwill		181.8			500.1			123.5			68.6			874.0
Deferred taxes (net)		—			(99.8	)		(14.7	)		(2.5	)		(117.0	)
Liabilities assumed		(85.2	)		(66.9	)		(103.8	)		(36.1	)		(292.0	)
Total consideration allocated	$	392.1		$	931.2		$	174.8		$	115.4		$	1,613.5

On May 6, 2024, the Company acquired substantially all of the assets and rights associated with the business of NanoString Technologies, Inc. including the equity interests of the six subsidiaries (collectively, “NanoString”) for approximately $392.6 million in cash consideration. The Company also assumed certain of its liabilities, including potential liabilities associated with ongoing litigations. See Note 17, Commitments and Contingencies for more details on these litigations.

NanoString develops end-to-end research solutions in the spatial biology field and provides life-science research solutions for spatial transcriptomics and gene expression analysis which have been critical in enabling scientists and medical researchers to advance vital discovery, translational, and pre-clinical disease research. NanoString is headquartered in Seattle, Washington, and will be integrated into BSI NANO Segment. NanoString forms part of the Company’s Bruker Spatial Biology division, which was formed to coordinate the Company’s spatial platforms across spatial genomics, transcriptomics, and proteomics.

The Company has recorded the provisional determination of the fair value of the identifiable assets acquired and liabilities assumed based on the information available as of the time of the issuance of these financial statements. Accordingly, the values recognized are subject to change until the Company finalizes the allocation of consideration transferred during the measurement period, which is no later than one year from the acquisition date. The final determination may result in asset and liability values that are different than the preliminary estimates. During the third quarter of 2024 the Company recorded certain measurement period adjustments relating to the provisional amounts recorded for intangible assets and goodwill relating to updates to the Company’s valuation and other assumptions. These measurement period adjustments were not material and there was no material impact to the Company's consolidated statements of income that would have been recognized in previous periods if the adjustments were recognized as of the acquisition date. The fair value of the identifiable intangible assets has been estimated using the income approach through a discounted cash flow analysis. The cash flow analysis is based on the forecasts used by the Company to price the acquisition, and the discount rates applied were benchmarked by referencing the implied rate of return of the Company’s pricing model and the weighted average cost of capital, reflecting a market discount rate. Using a residual method, any excess between the consideration paid and the fair value of net assets acquired was recorded as goodwill. The Company believes goodwill represents the future economic benefits of the acquisition that are not individually identifiable, such as synergies between the acquired assets and the Company’s existing spatial biology platforms.

The amortization period for the intangible assets acquired is calculated based on the estimated recovery of future cash flows. The Company has determined the appropriate life of the intangible assets to be twelve years for tradename and developed technology, and fifteen years for customer relationships.

On April 30, 2024, the Company acquired 100% of the outstanding share capital of TecInvest S.à r.l, Eliman 1 S.à r.l,, and Eliman 2 S.à r.l, and their 100% interests in 18 subsidiaries (collectively “ELITech” or “ELITech Group”) for $951.9 million of cash consideration before allowing for customary closing adjustments that occurred in the third quarter of 2024. The total consideration transferred was $931.2 million net of cash acquired and customary closing adjustments. ELITechGroup’s subsidiaries are active in the molecular diagnostics, microbiology and biomedical testing equipment field and, as such, have been integrated into the BSI CALID Segment. ELITech’s primary locations include Turin in Italy, Signes in France, Logan in Utah and Bothell in Washington.

The Company has recorded a provisional determination of the fair value of the identifiable assets acquired and liabilities assumed based on the information available to us as of the time of the issuance of these financial statements. Accordingly, the values recognized are subject to change until the Company finalizes the allocation of the consideration transferred during the measurement period, which is no later than one year from the acquisition date. The final determination may result in asset and liability values that are different than the preliminary estimates. During the third quarter of 2024, as a result of the finalization of the contractual net working capital adjustment, the Company recorded a measurement period adjustment to the carrying amount of goodwill. This measurement period adjustment was not material. The fair value of the identifiable intangible assets has been estimated using the income approach through a discounted cash flow analysis. The cash flow analysis is based on the forecasts used by the Company to price the acquisition, and the discount rates applied were benchmarked by referencing the implied rate of return of the Company’s pricing model and the weighted average cost of capital, reflecting a market discount rate. Using a residual method, any excess between the consideration paid and the fair value of net assets acquired was recorded as goodwill.

The Company believes goodwill to represent future economic benefits of the acquisition that are not individually identifiable, primarily expected synergies from combining the businesses such as the elimination of surplus facilities and headcount, and the utilization of the Company’s existing commercial infrastructure to expand sales of the acquired businesses’ products and services.

The amortization period for the intangible assets acquired ranges from five to fifteen years for customer relationships, ten to fourteen years for developed technology, six years for tradename, and four years for a favorable executory contract.

On March 6, 2024, the Company acquired 100% of the outstanding share capital of Chemspeed Technologies AG and its wholly owned subsidiaries: Chemspeed Technologies Inc., Chemspeed Technologies Ltd., and Chemspeed Technologies GmbH, (collectively “Chemspeed”) for cash consideration of 154.7 million CHF (approximately $175.4 million). Chemspeed provides automated laboratory research and development and quality control workflow solutions in a wide range of chemical research fields. Chemspeed is domiciled in Füllinsdorf, Switzerland and was integrated into the BSI BBIO Segment.

The Company has recorded the provisional determination of the fair value of the identifiable assets acquired and liabilities assumed based on the information available as of the time of the issuance of these financial statements. Accordingly, the values recognized are subject to change until the Company finalizes the allocation of the consideration transferred during the measurement period, which is no later than one year from the acquisition date. The final determination may result in asset and liability values that are different than the preliminary estimates. During the second quarter of 2024 the Company recorded certain measurement period adjustments relating the provisional amounts recorded for accounts receivable, inventory, deferred revenue, intangible assets and goodwill relating to updates to the Company’s valuation and other assumptions. These measurement period adjustments were not material and there was no impact to the Company's consolidated statements of income that would have been recognized in previous periods if the adjustments were recognized as of the acquisition date. The fair value of the identifiable intangible assets has been estimated using the income approach through a discounted cash flow analysis. The cash flow analysis is based on the forecasts used by the Company to price the acquisition, and the discount rates applied were benchmarked by referencing the implied rate of return of the Company’s pricing model and the weighted average cost of capital, reflecting a market discount rate. Using a residual method, any excess between the consideration paid and the fair value of net assets acquired was recorded as goodwill. The Company believes goodwill represents the future economic benefits of the acquisition that are not individually identifiable. The Company expects significant synergies related to the acquired technology that will be integrated into Bruker’s existing platforms to offer a full set of lab workplace automated solutions.

The amortization period for the intangible assets acquired is ten years for the trade name, seven years for the developed technology and fifteen years for the customer relationships. The Company expects to amortize backlog through the first quarter of 2026.

The unaudited pro forma financial information in the table below summarizes the combined GAAP revenue and net income (loss) results of the Company as though the acquisitions of ELITech and Chemspeed had been completed on January 1, 2023 (in millions):


	Three months ended September 30, 2024						Three months ended September 30, 2023
	Before Adjustments		Pro forma Adjustments		After Adjustments		Before Adjustments		Pro forma Adjustments			After Adjustments
Revenue	$	864.4	$	—	$	864.4	$	837.6	$	—		$	837.6
Net income (loss)	$	40.9	$	1.8	$	42.7	$	44.2	$	(19.0	)	$	25.2


	Nine months ended September 30, 2024							Nine months ended September 30, 2023
	Before Adjustments		Pro forma Adjustments			After Adjustments		Before Adjustments		Pro forma Adjustments			After Adjustments
Revenue	$	2,446.4	$	—		$	2,446.4	$	2,374.3	$	—		$	2,374.3
Net income (loss)	$	88.2	$	(15.7	)	$	72.5	$	68.8	$	(64.9	)	$	3.9

The pro forma financial information above for the three and nine month periods ended September 30, 2023 also include the results of NanoString as though this asset acquisition had been completed on January 1, 2023.

NanoString was unable to file its Annual Report on Form 10-K for the year ended December 31, 2023, under the Securities and Exchange Act of 1934, as amended, following NanoString and certain of its subsidiaries filing voluntary petitions under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware on February 4, 2024. Further, management considers that results of NanoString for the period from January 1, 2024, through May 6, 2024, are unlikely to be meaningful to users of these financial statements given the operations and financial results of NanoString were inherently materially impacted by the bankruptcy declaration. Accordingly, the pro forma financial information for the three and nine month periods ended September 30, 2024 do not include the results of NanoString from January 1, 2024, through its acquisition date of May 6, 2024, as it is impractical to obtain meaningful and reliable historical financial statements after the quarter ended September 30, 2023.

The pro forma adjustments that impact net income (loss) include the following (in millions):


	Three Months Ended September 30,					Nine Months Ended September 30,
	2024		2023			2024			2023
Net (increase) decrease in amortization and depreciation expense associated with tangible and intangible assets	$	1.8	$	(9.0	)	$	(2.4	)	$	(34.9	)
Net increase in interest expense		—		(10.0	)		(13.3	)		(30.0	)
Total pro forma adjustments - net income (loss)	$	1.8	$	(19.0	)	$	(15.7	)	$	(64.9	)

The supplemental pro forma financial information presented above is for illustrative purposes only and does not include the pro forma adjustments that would be required under Article 11 of Regulation S-X for pro forma financial information. This supplemental pro forma financial information is not necessarily indicative of the financial position or results of operations that would have been realized if the NanoString, ELITech and Chemspeed acquisitions had been completed on January 1, 2023. No effect has been given for synergies, if any, that may have been achieved through the acquisitions nor is it indicative of future operating results or financial position. The pro forma adjustments are based upon currently available information and certain assumptions that the Company believes are reasonable under the circumstances.

In the nine months ended September 30, 2024, the Company acquired other businesses which were accounted for under the acquisition method that complemented the Company’s existing product offerings.

The Company has recorded the provisional determination of the fair value of the identifiable assets acquired and liabilities assumed based on the information available as of the time of the issuance of these financial statements. The fair values of these identifiable intangible assets have been estimated using the income approach through a discounted cash flow analysis. The cash flow

analysis is based on the forecasts used by the Company to price the acquisitions, and the discount rates applied were benchmarked by referencing the implied rate of return of the Company’s pricing model and the weighted average cost of capital, reflecting a market discount rate. The amortization period for the intangible assets acquired is seven to eleven years for the technology. The fair values of the trade name and customer relationships of certain acquisitions were not material, and were expensed in full in the three months ended March 31, 2024. For the period from the date of acquisition through September 30, 2024, the revenues and results of operations included in the consolidated financial statements of the Company were not material, therefore, additional pro forma information combining the results of operations of the Company and these acquisitions have not been included.

The following table reflects the consideration transferred and the respective reportable segment for the acquisition (in millions):


Name of Acquisition	Date Acquired	Segment	Total Consideration, net of Cash Acquired		Cash Consideration
Nanophoton Corporation	February 5, 2024	BSI CALID		13.3		10.8
Spectral Instruments Imaging LLC	February 1, 2024	BSI BBIO		29.3		29.0
Nion, LLC	January 2, 2024	BSI NANO		42.9		37.4
Tornado Spectral Systems, Inc.	January 1, 2024	BSI CALID		22.3		22.6
Other (In aggregate)	Various	Various		7.6		7.3
			$	115.4	$	107.1

During the third quarter of 2024, the pre-acquisition tax returns were filed with the tax authorities and the acquired net operating losses and tax positions were finalized for some of the acquired entities, which resulted in an increase of goodwill of $4.7 million.

On February 1, 2024, the Company acquired 100% of the outstanding share capital of Spectral Instruments Imaging, LLC (“Spectral”) for cash consideration of $29.0 million, subject to a net working capital adjustment, and additional consideration of up to $10 million if certain revenue and EBITDA targets are met through 2025. The net working capital adjustment was finalized in the second quarter of 2024 and resulted in additional purchase consideration of $0.9 million. Spectral manufactures preclinical optical systems for bioluminescent, fluorescent and x-ray imaging to fit the workflows of animal scientists. Spectral is domiciled in Tucson, Arizona and was integrated into the BSI BBIO Segment.

The amortization period for the intangible assets acquired is six years for the technology and fourteen years for the customer relationships. The fair value of the trade name was not material and was expensed in full in the three months ended March 31, 2024. For the period from the date of acquisition through September 30, 2024, the revenues and results of operations included in the consolidated financial statements of the Company were not material.

On January 2, 2024, the Company acquired 100% of the outstanding share capital of Nion, LLC (“Nion”) for cash consideration of $37.4 million, subject to a net working capital adjustment and additional consideration of up to $23.0 million if certain revenue and non-revenue milestones are achieved through 2026. The net working capital adjustment was finalized in the second quarter of 2024 and resulted in no additional purchase consideration. A portion of the contingent consideration is linked to the continued employment of selected employees which represents post combination services. As such, these amounts will be recognized as compensation expense in the consolidated statements of income over the service period. Nion designs and manufacturers high-end electron-optical instruments with diverse application to the needs of its customers. Nion is domiciled in Kirkland, Washington and was integrated into the BSI NANO Segment.

The amortization period for the intangible assets acquired is seven years for the technology and the trade name, and fifteen years for the customer relationships. Backlog will be amortized through the fourth quarter of 2027. For the period from the date of acquisition through September 30, 2024, the revenues and results of operations included in the consolidated financial statements of the Company were not material.

Results from the 2024 acquisitions included in the consolidated financial statements of the Company from the acquisition dates through September 30, 2024 include revenues of $158.6 million and pre-tax losses totaling $75.4 million. Pre-tax losses include purchased intangible amortization and step up inventory costs related to the acquisitions as well as acquisition related expenses, which are were recorded within "Other charges, net" in the consolidated statements of income. Acquisition related expenses primarily relate

to pre-close services, legal and professional services associated with integration activities, and other transaction costs. The tax effect of pre-tax losses incurred will be included in the related jurisdictional tax returns of its subsidiaries.

See Note 19, Subsequent Events, for information related to an additional acquisition completed by the Company following September 30, 2024.

In the nine months ended September 30, 2023, the Company completed the following acquisitions that complemented the Company’s existing product offerings. The following table reflects the consideration transferred and the reportable segment for these acquisitions (in millions):


	Biognosys, AG				Zontal, Inc.
Segment	BSI CALID				BSI BioSpin
Consideration Transferred:
Cash paid	$	73.6			$	14.8
Cash acquired		(9.5	)			(0.3	)
Holdback		0.2				—
Fair value of hybrid financial instruments – founders		—				18.5
Fair value of redeemable noncontrolling interest – other shareholders		2.5				—
Fair value of contingent consideration		—				0.5
Total consideration transferred	$	66.8			$	33.5
Allocation of Consideration Transferred:
Accounts receivable	$	3.6			$	0.7
Inventories		0.4				—
Other current assets		0.9				0.3
Property, plant and equipment		8.0				—
Other assets		4.3				2.5
Intangible assets:
Technology		10.2				5.8
Customer relationships		13.8				4.0
Trade name		2.7				1.1
Backlog		0.8				0.2
Goodwill		47.5				25.9
Liabilities assumed		(25.4	)	(a)		(7.0	)
Total consideration allocated	$	66.8			$	33.5

(a) This amount includes assumed liability for employee awards of $6.3 million on the acquisition date and was settled in the period ended March 31, 2023.

On May 4, 2023, Bruker Switzerland AG, a wholly owned subsidiary of the Company acquired 60% of the outstanding share capital of OSTHUS Beteiligungs GmbH and its wholly owned subsidiaries: OSTHUS Group GmbH, Zontal Inc., Zontal GmbH, and Zontal Data Information Technology (Dalian) co., Ltd, (collectively, the “Zontal Companies”) for EUR 13.4 million (approximately $14.8 million) with the potential for additional consideration of up to $14.4 million if certain revenue and EBITDA targets are met through 2025. Zontal, Inc, is the main operating company. The Zontal Companies offer various software applications and integrations including data management (Informatics and SDMS), which enables customers to harmonize, preserve and reuse their data to generate efficiencies and automate workflows. The Zontal Companies are domiciled in Aachen, Germany, and are integrated into the BSI BioSpin Segment.

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 40% of the Zontal Companies at a contractually defined redemption value exercisable in 2027 and 2031. The rights (embedded derivative) to the option shares can be exercised at a discounted redemption value upon certain events related to post combination employment services. As the options are 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. The hybrid instrument associated with the options is initially measured at fair value on the acquisition date. 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 amortization period for the intangible assets acquired is eight years for technology, ten years for the trade name, and thirteen years for the customer relationships. The Company expects to amortize backlog through 2028.

On January 3, 2023, the Company acquired 97.15% of the outstanding stock of Biognosys, AG (“Biognosys”), a privately held company, for cash consideration of CHF 75 million (approximately $80.1 million) less assumed liability for employee awards of CHF 5.9 million (approximately $6.3 million). Biognosys offers mass spectrometry based next-generation proteomics contract research services as well as proprietary proteomics software and laboratory consumables to support academic, pharma and biotech research and clinical development. Biognosys is domiciled in Zurich, Switzerland, and was integrated into the BSI CALID Segment.

Concurrent with the acquisition, the Company entered into an agreement with the noncontrolling interest holders that provides the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the remaining 2.85% of Biognosys for cash to the founders at a contractually defined redemption value exercisable beginning in 2028. The option price to acquire the remaining 2.85% equity interest will have a minimum redemption, or floor, value at each purchase or sell date, subject to post combination employment. The fair value at the acquisition date of these put option rights has been bifurcated into two financial instruments to separately account for the amounts attributable to the put option rights to sell the non-controlling interests on exercise dates at (1) above the minimum redemption value and (2) the minimum redemption value or floor value that is subject to post combination employment (the hybrid instrument) services.

The rights (embedded derivative) to the option shares can be sold at a minimum redemption value provided certain post combination employment services are met or at fair value, if above the floor, on the purchase or sell date. Therefore, the portion assigned to the minimum redemption value of option value of the hybrid instrument, which is tied to continued employment of the noncontrolling interest holders, was classified as a long-term liability on the consolidated balance sheet. The hybrid instrument was initially measured at fair value on the acquisition date and shall be accreted over the post combination service period. The acquisition date fair value of the hybrid instrument which is an embedded derivative was not material.

The rights associated with the portion of the noncontrolling interest above the minimum redemption value are contingently redeemable at the option of the Company or the noncontrolling interest holders. As redemption of the rights is contingently redeemable at the option of the noncontrolling interest shareholders, the Company classifies the carrying amount of these rights in the mezzanine section on the consolidated balance sheet, which is presented above the equity section and below liabilities. The redeemable noncontrolling interest is initially measured at fair value on the acquisition date and subsequently at the greater of the amount that would be paid if settlement occurred as of the balance sheet date based on fair value as defined in the purchase agreement 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.

The amortization period for the intangible assets acquired is seven years for the technology and nine years for the customer relationships. The trade name was determined to have an indefinite life. The Company expects to amortize backlog through the end of 2025.

During the nine months ended September 30, 2023, the Company acquired other businesses which were accounted for under the acquisition method that complemented the Company's existing product offerings. The following table reflects the consideration transferred and the respective reportable segment for these acquisitions (in millions):