BRUKER CORP (BRKR)

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with our interim unaudited condensed consolidated financial statements and the notes to those statements included in Part 1, Item 1 of this Quarterly Report on Form 10-Q, and in conjunction with the audited consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Form 10-K”). The dollar amounts listed in the tables presented in Management’s Discussion and Analysis of Financial Condition and Results of Operations are in millions of U.S. Dollars.

Any statements other than statements of historical fact contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this Quarterly Report on Form 10-Q may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, 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.

Forward-looking statements include, but are not limited to, statements regarding:

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

•
our cost savings initiatives;

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

•
our plans to make capital investments;

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

•
fluctuations in estimates impacting costs related to our self-funded health insurance plan;

•
our expectations regarding backlog and revenue;

•
our expectations and the impact of our restructuring initiatives or success of our acquisitions;

•
the impact of our global IT transformation activities;

•
the impact of foreign currency exchange rates and changes in commodity prices; and

•
any other statements that address events or developments that we intend or believe will or may occur in the future.

Actual results may differ from those referred to in any forward-looking statements due to a number of factors, including, but not limited to, the risks described in Part I, Item 1A “Risk Factors” in our 2025 Form 10-K and in this Quarterly Report on Form 10-Q. We expressly disclaim any intent or obligation to update these forward-looking statements other than as required by law.

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:

•
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 currently imposed or that may be imposed or changed in the future in the U.S. and uncertainties related to the same;

•
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 our supply chain operations, such as Taiwan and China;

•
the impacts of climate change and certain weather-related disruptions;

•
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 worldwide shortage of semiconductor chips, components, and raw materials, such as copper;

30

Table of Contents

•
changes in raw material, component, and logistics costs;

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

•
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;

•
the time required to obtain governmental licenses;

•
our ability to achieve desired cost savings;

•
our ability to identify suitable acquisition targets and successfully integrate and manage acquired business; and

•
costs related to acquisitions of technology or businesses.

Several of these factors have affected and may continue to affect the amount and timing of revenue recognized on sales of our products and receipt of related payments, and will likely 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.

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 research and development and manufacturing centers in Europe, Asia and North America, and we have commercial offices located throughout the world. As of June 30, 2026, Bruker was organized into the following four reportable segments as described in Item 1, Business of our 2025 Form 10-K: the Bruker Scientific Instruments (“BSI”) BioSpin segment, the BSI CALID segment, the BSI NANO segment, and the Bruker Energy & Supercon Technologies (“BEST”) segment.

Subsequent to June 30, 2026, we completed a reorganization of our reportable segments to streamline our organizational structure and further facilitate decision making, accountability, customer focus, and innovation. As a result of this reorganization, effective in the third quarter of 2026, our reportable segments consist of the following:

•
BSI Biosystems (“BIOS”), consisting of:

o
The BioSpin division, a newly formed division, which combines the former Magnetic Resonance Spectroscopy, Preclinical Imaging, Biopharma and Applied Services, and Services and Lifecycle Support divisions, all of which were previously part of the former BSI BioSpin segment;

o
The SciY (formerly Integrated Data Solutions) division, previously part of the former BSI BioSpin segment;

o
The Chemspeed Technologies (“CST”) (formerly Automation) division, previously part of the former BSI BioSpin segment;

o
The Daltonics division (formerly Bruker Life Sciences Mass Spectrometry and Bruker Applied Mass Spectrometry), previously part of the former BSI CALID segment; and

o
The Optics division, previously part of the former BSI CALID segment.

•
BSI Microbiology and Infection Diagnostics (“BMID”), a newly formed segment, which consists of the Microbiology, Molecular Diagnostics, and Biomedical Systems divisions previously included within the former BSI CALID segment.

•
BSI NANO, for which no changes were made to the reportable segment structure.

•
BEST, for which no changes were made to the reportable segment structure.

Prior period segment information will be recast in future filings, beginning with our Form 10-Q for the quarter ending September 30, 2026, to conform to the new reportable segments. This change did not impact our consolidated financial position or results of operations as of June 30, 2026.

31

Table of Contents

Consolidated Results

The following table presents a summary of our consolidated results as of the periods presented:

Discussion of GAAP and Non-GAAP financial measures follows in the Results of Operations paragraphs.

Non-GAAP Financial Measures

Uses and definitions:

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.

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 and are useful measures to evaluate our continuing business. Additionally, management believes 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. These non-GAAP measures should be evaluated in the context of our ongoing operating model and may not be indicative of future performance.

We regularly use these non-GAAP financial measures internally to understand, manage, and evaluat

[Excerpt truncated for page length; source filing is linked above.]

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

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. 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. The dollar amounts listed in the tables presented in Management’s Discussion and Analysis of Financial Condition and Results of Operations are in millions of U.S. Dollars.

Any statements other than statements of historical fact contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this Annual Report on Form 10-K may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, 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.

Forward-looking statements include, but are not limited to, statements regarding:

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

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

•
our plans to make capital investments;

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

•
fluctuations in estimates impacting costs related to our self-funded health insurance plan;

•
our expectations regarding backlog and revenue;

•
our expectations and the impact of our restructuring initiatives;

•
the impact of our global IT transformation activities;

•
the impact of foreign currency exchange rates and changes in commodity prices; and

•
any other statements that address events or developments that the Company intends or believes will or may occur in the future.

Actual results may differ from those referred to in any forward-looking statements due to a number of factors, including, but not limited to, the risks described in Part I, Item 1A “Risk Factors” in this Annual Report on Form 10-K. We expressly disclaim any intent or obligation to update these forward-looking statements other than as required by law.

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:

•
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;

•
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

42

Table of Contents

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;

•
the impacts of climate change and certain weather-related disruptions;

•
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 worldwide shortage of semiconductor chips, components, and raw materials, such as copper;

•
changes in raw material, component, and logistics costs;

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

•
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;

•
the time required to obtain governmental licenses;

•
our ability to achieve desired cost savings;

•
our ability to identify suitable acquisition targets and successfully integrate and manage acquired business; and

•
costs related to acquisitions of technology or businesses.

Several of these factors have in the past affected and may continue to affect the amount and timing of revenue recognized on sales of our products and receipt of related payments and will likely 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.

43

Table of Contents

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 research and development and manufacturing centers in Europe, Asia, and North America and we have commercial offices located throughout the world. Bruker is organized into four reportable segments: BSI BioSpin Segment, the BSI CALID Segment, the BSI NANO Segment, and the BEST Segment.

Consolidated Results

The following table presents a summary of our consolidated results as of the year ended December 31, 2025, and 2024:

Discussion of GAAP financial measures follows in the Results of Operations paragraphs.

44

Table of Contents

Non-GAAP Measures

Uses and definitions

Although our 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.

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 and are useful measures to evaluate our continuing business. Additionally, management believes 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 it may be different from non-GAAP financial measures used by other companies and therefore may not be comparable among companies.

We define our non-GAAP financial measures as follows:

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

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

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

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

•
Non-GAAP operating income as GAAP operating income excluding non-GAAP adjustments.

•
Non-GAAP operating income margin as GAAP operating income margin excluding the impact of non-GAAP adjustments.

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

Reconciliations of GAAP to Non-GAAP financial measures

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

The non-GAAP CER revenue decline during the year ended December 31, 2025, was driven primarily by slower demand in industrial and semiconductor markets for our analytical instruments, partially offset by higher revenue from hospital and clinical markets as well as the current year impact of recent acquisitions.

45

Table of Contents

GAAP gross profit and gross profit margin to non-GAAP gross profit and gross profit margin:

[Excerpt truncated for page length; the complete text is on the linked full-MD&A page.]