Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 06, 2023 | |
Cover [Abstract] | ||
Amendment Flag | false | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Transition Report | false | |
Current Fiscal Year End Date | --12-31 | |
Document Period End Date | Sep. 30, 2023 | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Entity Registrant Name | MKS INSTRUMENTS, INC. | |
Entity Central Index Key | 0001049502 | |
Trading Symbol | MKSI | |
Entity Filer Category | Large Accelerated Filer | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Common Stock, Shares Outstanding | 66,878,495 | |
Entity File Number | 0-23621 | |
Entity Tax Identification Number | 04-2277512 | |
Entity Address, Address Line One | 2 Tech Drive, Suite 201, | |
Entity Address, City or Town | Andover | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 01810 | |
Entity Incorporation, State or Country Code | MA | |
City Area Code | 978 | |
Local Phone Number | 645-5500 | |
Security Exchange Name | NASDAQ | |
Title of 12(b) Security | Common Stock |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 859 | $ 909 |
Short-term investments | 1 | 1 |
Accounts receivable, net of allowance for doubtful accounts of $8 and $11 at September 30, 2023 and December 31, 2022, respectively | 618 | 720 |
Inventories | 1,009 | 977 |
Other current assets | 288 | 187 |
Total current assets | 2,775 | 2,794 |
Property, plant and equipment, net | 761 | 800 |
Right-of-use assets, net | 227 | 234 |
Goodwill | 2,540 | 4,308 |
Intangible assets, net | 2,614 | 3,173 |
Other assets | 223 | 186 |
Total assets | 9,140 | 11,495 |
Current liabilities: | ||
Short-term debt | 87 | 93 |
Accounts payable | 309 | 426 |
Other current liabilities | 442 | 433 |
Total current liabilities | 838 | 952 |
Long-term debt, net | 4,787 | 4,834 |
Non-current deferred taxes | 595 | 783 |
Non-current accrued compensation | 139 | 138 |
Non-current lease liabilities | 208 | 215 |
Other non-current liabilities | 97 | 90 |
Total liabilities | 6,664 | 7,012 |
Commitments and contingencies (Note 17) | ||
Stockholders’ equity: | ||
Preferred stock, $0.01 par value per share, 2 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock, no par value, 200 shares authorized; 66.9 and 66.6 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 0 | 0 |
Additional paid-in capital | 2,180 | 2,142 |
Retained earnings | 455 | 2,272 |
Accumulated other comprehensive (loss) income | (159) | 69 |
Total stockholders’ equity | 2,476 | 4,483 |
Total liabilities and stockholders’ equity | $ 9,140 | $ 11,495 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 8 | $ 11 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | ||
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 66,900,000 | 66,600,000 |
Common stock, shares outstanding | 66,900,000 | 66,600,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income (Unaudited) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Net revenues: | ||||
Net revenues | $ 932 | $ 954 | $ 2,730 | $ 2,461 |
Cost of revenues: | ||||
Cost of revenues | 506 | 564 | 1,499 | 1,399 |
Gross profit | 426 | 390 | 1,231 | 1,062 |
Research and development | 71 | 63 | 218 | 168 |
Selling, general and administrative | 167 | 126 | 514 | 319 |
Acquisition and integration costs | 3 | 31 | 14 | 41 |
Restructuring | 1 | 5 | 13 | 10 |
Amortization of intangible assets | 68 | 47 | 225 | 77 |
Goodwill and intangible asset impairments | 0 | 0 | 1,827 | 0 |
Gain on sale of long-lived assets | (2) | 0 | (2) | (7) |
Income (loss) from operations | 118 | 118 | (1,578) | 454 |
Interest income | (4) | (1) | (10) | (2) |
Interest expense | 93 | 80 | 266 | 93 |
Other expense (income), net | 7 | (1) | 14 | (4) |
Income (loss) before income taxes | 22 | 40 | (1,848) | 367 |
(Benefit) provision for income taxes | (17) | 34 | (76) | 88 |
Net income (loss) | 39 | 6 | (1,772) | 279 |
Other comprehensive (loss) income, net of tax: | ||||
Changes in value of financial instruments designated as cash flow hedges | 16 | 48 | 45 | 73 |
Foreign currency translation adjustments | (96) | (227) | (269) | (275) |
Change in net investment hedge | 21 | 0 | 8 | 0 |
Unrecognized gain (loss) on investments | 4 | 0 | (7) | 0 |
Net unrecognized pension gain (loss) | 0 | 5 | (5) | 5 |
Total comprehensive (loss) income | $ (16) | $ (168) | $ (2,000) | $ 82 |
Net income (loss) per share: | ||||
Basic | $ 0.59 | $ 0.09 | $ (26.53) | $ 4.85 |
Diluted | $ 0.58 | $ 0.09 | $ (26.53) | $ 4.84 |
Weighted average common shares outstanding: | ||||
Basic | 66.9 | 61 | 66.8 | 57.4 |
Diluted | 67.1 | 61.1 | 66.8 | 57.6 |
Products [Member] | ||||
Net revenues: | ||||
Net revenues | $ 818 | $ 841 | $ 2,416 | $ 2,153 |
Cost of revenues: | ||||
Cost of revenues | 446 | 506 | 1,326 | 1,243 |
Services [Member] | ||||
Net revenues: | ||||
Net revenues | 114 | 113 | 314 | 308 |
Cost of revenues: | ||||
Cost of revenues | $ 60 | $ 58 | $ 173 | $ 156 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Millions | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
Beginning Balance at Dec. 31, 2021 | $ 2,887 | $ 0 | $ 907 | $ 1,991 | $ (11) |
Beginning Balance, Shares at Dec. 31, 2021 | 55,500,000 | ||||
Net issuance under stock-based plans | (6) | (6) | |||
Net issuance under stock-based plans, Shares | 100,000 | ||||
Stock-based compensation | 8 | 8 | |||
Cash dividend | (12) | (12) | |||
Comprehensive (loss) income (net of tax): | |||||
Net (loss) Income | 143 | 143 | |||
Other comprehensive income (loss) | 7 | 7 | |||
Ending Balance at Mar. 31, 2022 | 3,027 | $ 0 | 909 | 2,122 | (4) |
Ending Balance, Shares at Mar. 31, 2022 | 55,600,000 | ||||
Beginning Balance at Dec. 31, 2021 | 2,887 | $ 0 | 907 | 1,991 | (11) |
Beginning Balance, Shares at Dec. 31, 2021 | 55,500,000 | ||||
Comprehensive (loss) income (net of tax): | |||||
Net (loss) Income | 279 | ||||
Ending Balance at Sep. 30, 2022 | 4,149 | $ 0 | 2,124 | 2,233 | (208) |
Ending Balance, Shares at Sep. 30, 2022 | 66,500,000 | ||||
Beginning Balance at Mar. 31, 2022 | 3,027 | $ 0 | 909 | 2,122 | (4) |
Beginning Balance, Shares at Mar. 31, 2022 | 55,600,000 | ||||
Net issuance under stock-based plans | 1 | 1 | |||
Net issuance under stock-based plans, Shares | 100,000 | ||||
Stock-based compensation | 13 | 13 | |||
Cash dividend | (12) | (12) | |||
Comprehensive (loss) income (net of tax): | |||||
Net (loss) Income | 130 | 130 | |||
Other comprehensive income (loss) | (30) | (30) | |||
Ending Balance at Jun. 30, 2022 | 3,129 | $ 0 | 923 | 2,240 | (34) |
Ending Balance, Shares at Jun. 30, 2022 | 55,700,000 | ||||
Net issuance under stock-based plans | 5 | 5 | |||
Net issuance under stock-based plans, Shares | 0.1 | ||||
Shares issued for the acquisition of Atotech Limited, Shares | 10,700,000 | ||||
Shares issued for the acquisition of Atotech Limited | 1,186 | 1,186 | |||
Stock-based compensation | 10 | 10 | |||
Cash dividend | (13) | (13) | |||
Comprehensive (loss) income (net of tax): | |||||
Net (loss) Income | 6 | 6 | |||
Other comprehensive income (loss) | (174) | (174) | |||
Ending Balance at Sep. 30, 2022 | 4,149 | $ 0 | 2,124 | 2,233 | (208) |
Ending Balance, Shares at Sep. 30, 2022 | 66,500,000 | ||||
Beginning Balance at Dec. 31, 2022 | 4,483 | $ 0 | 2,142 | 2,272 | 69 |
Beginning Balance, Shares at Dec. 31, 2022 | 66,600,000 | ||||
Net issuance under stock-based plans | (6) | (6) | |||
Net issuance under stock-based plans, Shares | 100,000 | ||||
Stock-based compensation | 18 | 18 | |||
Cash dividend | (15) | (15) | |||
Comprehensive (loss) income (net of tax): | |||||
Net (loss) Income | (42) | (42) | |||
Other comprehensive income (loss) | 13 | 13 | |||
Ending Balance at Mar. 31, 2023 | 4,451 | $ 0 | 2,154 | 2,215 | 82 |
Ending Balance, Shares at Mar. 31, 2023 | 66,700,000 | ||||
Beginning Balance at Dec. 31, 2022 | 4,483 | $ 0 | 2,142 | 2,272 | 69 |
Beginning Balance, Shares at Dec. 31, 2022 | 66,600,000 | ||||
Comprehensive (loss) income (net of tax): | |||||
Net (loss) Income | (1,772) | ||||
Ending Balance at Sep. 30, 2023 | 2,476 | $ 0 | 2,180 | 455 | (159) |
Ending Balance, Shares at Sep. 30, 2023 | 66,900,000 | ||||
Beginning Balance at Mar. 31, 2023 | 4,451 | $ 0 | 2,154 | 2,215 | 82 |
Beginning Balance, Shares at Mar. 31, 2023 | 66,700,000 | ||||
Net issuance under stock-based plans | 1 | 1 | |||
Net issuance under stock-based plans, Shares | 200,000 | ||||
Stock-based compensation | 13 | 13 | |||
Cash dividend | (15) | (15) | |||
Comprehensive (loss) income (net of tax): | |||||
Net (loss) Income | (1,769) | (1,769) | |||
Other comprehensive income (loss) | (186) | (186) | |||
Ending Balance at Jun. 30, 2023 | 2,495 | $ 0 | 2,168 | 431 | (104) |
Ending Balance, Shares at Jun. 30, 2023 | 66,900,000 | ||||
Net issuance under stock-based plans | (1) | (1) | |||
Net issuance under stock-based plans, Shares | 0 | ||||
Stock-based compensation | 13 | 13 | |||
Cash dividend | (15) | (15) | |||
Comprehensive (loss) income (net of tax): | |||||
Net (loss) Income | 39 | 39 | |||
Other comprehensive income (loss) | (55) | (55) | |||
Ending Balance at Sep. 30, 2023 | $ 2,476 | $ 0 | $ 2,180 | $ 455 | $ (159) |
Ending Balance, Shares at Sep. 30, 2023 | 66,900,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | |||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||||||
Cash dividend, per common share | $ 0.22 | $ 0.22 | $ 0.22 | $ 0.22 | $ 0.22 | $ 0.22 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (1,772) | $ 279 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization | 301 | 120 |
Amortization of inventory step-up to fair value | 0 | 39 |
Goodwill and intangible asset impairments | 1,827 | 0 |
Unrealized loss on derivatives not designated as hedging instruments | 23 | 6 |
Amortization of debt issuance costs and original issue discount | 23 | 46 |
Gain on sale of long-lived assets | (2) | (7) |
Stock-based compensation | 43 | 31 |
Provision for excess and obsolete inventory | 54 | 10 |
Deferred income taxes | (173) | 4 |
Other | 4 | 3 |
Changes in operating assets and liabilities, net of effects of business acquired | ||
Accounts receivable | 85 | (37) |
Inventories | (99) | (188) |
Other current and non-current assets | 12 | 2 |
Accounts payable | (110) | 55 |
Accrued compensation | (11) | (37) |
Income taxes payable | (75) | (27) |
Other current and non-current liabilities | 8 | 46 |
Net cash provided by operating activities | 138 | 345 |
Cash flows from investing activities: | ||
Acquisition of business, net of cash acquired | 0 | (4,473) |
Purchases of investments | 0 | (1) |
Maturities of investments | 0 | 76 |
Proceeds from sale of long-lived assets | 3 | 7 |
Purchases of property, plant and equipment | (53) | (109) |
Net cash used in investing activities | (50) | (4,500) |
Cash flows from financing activities: | ||
Proceeds from borrowings | 1 | 4,985 |
Payments of borrowings | (67) | (835) |
Dividend payments | (44) | (37) |
Net payments related to employee stock awards | (5) | (5) |
Other financing activities | (1) | 0 |
Net cash (used in) provided by financing activities | (116) | 4,108 |
Effect of exchange rate changes on cash and cash equivalents | (22) | (35) |
Decrease in cash and cash equivalents | (50) | (82) |
Cash and cash equivalents at beginning of period | 909 | 966 |
Cash and cash equivalents at end of period | $ 859 | $ 884 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||||||
Net Income (Loss) | $ 39 | $ (1,769) | $ (42) | $ 6 | $ 130 | $ 143 | $ (1,772) | $ 279 |
Insider Trading Arrangements
Insider Trading Arrangements | 9 Months Ended |
Sep. 30, 2023 shares | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | The following table describes, for the quarterly period covered by this report, each trading arrangement for the sale or purchase of Company securities adopted or terminated by our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) that is either (1) a contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule 10b5-1 trading arrangement”) or (2) a “ non-Rule 10b5-1 trading arrangement ” (as defined in Item 408(c) of Regulation S-K): Name (Title) Action Taken (Date of Action) Type of Trading Arrangement Nature of Trading Arrangement Duration of Trading Arrangement Aggregate Number of Securities Jacqueline F. Moloney ( Director ) Adoption ( August 30, 2023 ) Rule 10b5-1 trading arrangement Sale Until October 4, 2024, or such earlier date upon which all transactions are completed or expire without execution Up to 1,000 shares |
Name | Jacqueline F. Moloney |
Title | Director |
Rule 10b5-1 Arrangement Adopted | true |
Non-Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | August 30, 2023 |
Aggregate Available | 1,000 |
Nature of Trading Arrangement | Sale |
Duration of Trading Arrangement | Until October 4, 2024, or such earlier date upon which all transactions are completed or expire without execution |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | (1) Basis of P resentation The terms “MKS” and the “Company” refer to MKS Instruments, Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The interim financial data as of September 30, 2023, and for the three and nine months ended September 30, 2023, are unaudited; however, in the opinion of MKS, the interim data includes all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the results for the interim periods. The condensed consolidated balance sheet presented as of December 31, 2022 has been derived from the consolidated audited financial statements as of that date. The unaudited condensed consolidated financial statements presented herein have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by United States generally accepted accounting principles (“U.S. GAAP”). The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the MKS Annual Report on Form 10-K for the year ended December 31, 2022 filed with the U.S. Securities and Exchange Commission on March 14, 2023. The preparation of these unaudited condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, inventory valuation, warranty costs, stock-based compensation, intangible assets, goodwill, other long-lived assets and income taxes. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. As a result of rounding, there may be immaterial differences in amounts presented and certain calculations may not sum to the total number expressed in each category or tie to a corresponding schedule. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | (2) Revenue from Contracts with Customers Contract assets as of September 30, 2023 and December 31, 2022 were $ 31 and $ 46 , respectively. A roll-forward of the Company’s deferred revenue and customer advances is as follows: Nine Months Ended September 30, 2023 September 30, 2022 Beginning balance, January 1 (1) $ 96 $ 40 Assumed deferred revenue and customer advances from the acquisition of Atotech Limited — 36 Additions to deferred revenue and customer advances 122 149 Amount of deferred revenue and customer advances recognized in income ( 136 ) ( 121 ) Ending balance, September 30 (2) $ 82 $ 104 (1) Beginning balance as of January 1, 2023 included $ 94 of current deferred revenue and customer advances and $ 2 of non-current deferred revenue. Beginning balance as of January 1, 2022 included $ 37 of current deferred revenue and customer advances, and $ 3 of non-current deferred revenue. (2) Ending balance as of September 30, 2023 included $ 80 of current deferred revenue and customer advances and $ 2 of non-current deferred revenue. Ending balance as of September 30, 2022 included $ 103 of current deferred revenue and customer advances and $ 1 of non-current deferred revenue. Revenue from certain custom products, including MSD (as defined in this Note 2) plating equipment, and revenue from certain service contracts are recorded over time. Remaining product and services revenues are recorded at a point in time. Disaggregation of Revenue The following tables summarize revenue from contracts with customers in MKS’ three reportable segments: the Vacuum Solutions Division (“VSD”), the Photonics Solutions Division (“PSD”) and the Materials Solutions Division (“MSD”). Three Months Ended September 30, 2023 VSD PSD MSD Total Net revenues: Products $ 285 $ 234 $ 299 $ 818 Services 60 42 12 114 Total net revenues $ 345 $ 276 $ 311 $ 932 Three Months Ended September 30, 2022 VSD PSD MSD Total Net revenues: Products $ 450 $ 227 $ 164 $ 841 Services 60 40 13 113 Total net revenues $ 510 $ 267 $ 177 $ 954 Nine Months Ended September 30, 2023 VSD PSD MSD Total Net revenues: Products $ 902 $ 640 $ 874 $ 2,416 Services 163 111 40 314 Total net revenues $ 1,065 $ 751 $ 914 $ 2,730 Nine Months Ended September 30, 2022 VSD PSD MSD Total Net revenues: Products $ 1,310 $ 679 $ 164 $ 2,153 Services 181 114 13 308 Total net revenues $ 1,491 $ 793 $ 177 $ 2,461 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | (3) Fair Value Measurements In accordance with the provisions of fair value accounting, a fair value measurement assumes that the transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability and defines fair value based upon an exit price model. The fair value measurement guidance establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The guidance describes three levels of inputs that may be used to measure fair value: Level 1 Quoted prices in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include debt securities with quoted prices that are traded less frequently than exchange-traded instruments or securities or derivative contracts that are valued using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the Company categorizes such assets and liabilities based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Assets and liabilities of the Company are measured at fair value on a recurring basis as of September 30, 2023 and are summarized as follows: Fair Value Measurements at Reporting Date Using Description September 30, 2023 Quoted Prices in Significant Significant Assets: Cash equivalents: Money market funds $ 278 $ 278 $ — $ — Time deposits 13 13 — — Available-for-sale securities: Time deposits and certificates of deposit 1 — 1 — Group insurance contracts 6 — 6 — Derivatives Foreign exchange forward contracts 7 — 7 — Interest rate hedges - non-current 113 — 113 — Pension and deferred compensation plan assets 19 — 19 — Total assets $ 437 $ 291 $ 146 $ — Liabilities: Derivatives Foreign exchange forward contracts $ 3 $ — $ 3 $ — Total liabilities $ 3 $ — $ 3 $ — Reported as follows: Assets: Cash and cash equivalents $ 291 $ 291 $ — $ — Short-term investments 1 — 1 — Other current assets 7 — 7 — Total current assets $ 299 $ 291 $ 8 $ — Other assets $ 138 $ — $ 138 $ — Liabilities: Other current liabilities $ 3 $ — $ 3 $ — Assets and liabilities of the Company are measured at fair value on a recurring basis as of December 31, 2022 and are summarized as follows: Fair Value Measurements at Reporting Date Using Description December 31, 2022 Quoted Prices in Significant Significant Assets: Cash equivalents: Money market funds $ 60 $ 60 $ — $ — Available-for-sale securities: Time deposits and certificates of deposit 1 — 1 — Group insurance contracts 6 — 6 — Derivatives Foreign exchange forward contracts 7 — 7 — Interest rate hedges-non-current 104 — 104 — Pension and deferred compensation plan assets 17 — 17 — Total assets $ 195 $ 60 $ 135 $ — Liabilities: Derivatives Foreign exchange forward contracts $ 8 $ — $ 8 $ — Total liabilities $ 8 $ — $ 8 $ — Reported as follows: Assets: Cash and cash equivalents $ 60 $ 60 $ — $ — Short-term investments 1 — 1 — Other current assets 8 — 8 — Total current assets $ 69 $ 60 $ 9 $ — Other assets $ 126 $ — $ 126 $ — Liabilities: Other current liabilities $ 8 $ — $ 8 $ — Other Fair Value Disclosures The estimated carrying value and fair value of the Company’s debt as of September 30, 2023 and December 31, 2022 are as follows: September 30, 2023 December 31, 2022 Carrying Value Fair Value Carrying Value Fair Value Outstanding debt $ 5,047 $ 5,052 $ 5,122 $ 5,071 The estimated carrying value and fair value of the Company’s debt was determined using available market information based on recent trades or activity of debt instruments with substantially similar risks, terms and maturities, which fall within Level 2 under the fair value hierarchy. Pension and Deferred Compensation Plan Assets The pension and deferred compensation plan assets represent investments in mutual funds, exchange traded funds, government securities and other time deposits. These investments are set aside for retirement benefits of certain of the Company’s subsidiaries. Derivatives As a result of the Company’s global operating activities and variable interest rate borrowings, the Company is exposed to market risks from changes in foreign currency exchange rates and interest rates, which may adversely affect its operating results and financial position. When deemed appropriate, the Company minimizes its risks from foreign currency exchange rate and interest rate fluctuations through the use of derivative financial instruments. The principal market in which the Company executes its foreign currency and interest rate contracts is the institutional market in an over-the-counter environment with a relatively high level of price transparency. The market participants are typically large commercial banks. The contracts are valued using broker quotations or market transactions. |
Derivatives
Derivatives | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | (4) Derivatives Foreign Exchange Forward Contracts The Company hedges a portion of its forecasted foreign currency-denominated intercompany sales of inventory, over a maximum period of eighteen months , using foreign exchange forward contracts accounted for as cash-flow hedges. To the extent these derivatives are effective in offsetting the variability of the hedged cash flows, and otherwise meet the hedge accounting criteria, changes in the derivatives’ fair value are not included in current earnings but are included in other comprehensive income (“OCI”) in stockholders’ equity. These changes in fair value will subsequently be reclassified into earnings, as applicable, when the forecasted transaction occurs. To the extent that a previously designated hedging transaction is no longer an effective hedge, any ineffectiveness measured in the hedging relationship is recorded in earnings in the period it occurs. The cash flows resulting from foreign exchange forward contracts are classified in the condensed consolidated statements of cash flows as part of cash flows from operating activities. The Company does not enter into derivative instruments for trading or speculative purposes. The Company also enters into foreign exchange forward contracts to hedge against changes in the balance sheet for certain subsidiaries to mitigate the risk associated with certain foreign currency transactions in the ordinary course of business. These derivatives are not designated as cash flow hedging instruments and gains or losses from these derivatives are recorded immediately in other expense (income), net. The following tables summarize the primary net hedging positions and fair values of foreign exchange forward contracts outstanding as of September 30, 2023 and December 31, 2022: September 30, 2023 Currency Hedged (Buy/Sell) Net Notional Fair Value Asset (Liability) U.S. dollar/Japanese yen $ 56 $ 4 U.S. dollar/South Korean won 80 — U.S. dollar/Taiwan dollar 21 1 U.S. dollar/Singapore dollar 1 — U.S. dollar/Chinese renminbi 13 — Euro/U.S. dollar 22 — Euro/Chinese renminbi 18 ( 1 ) U.K. pound sterling/U.S. dollar 26 — Total $ 237 $ 4 December 31, 2022 Currency Hedged (Buy/Sell) Net Notional Fair Value (Liability) Asset U.S. dollar/Japanese yen $ 57 $ — U.S. dollar/South Korean won 75 ( 4 ) U.S. dollar/Taiwan dollar 33 1 U.S. dollar/U.K. pound sterling 7 — U.S. dollar/Singapore dollar 1 — U.S. dollar/Chinese renminbi 9 — Euro/U.S. dollar 485 1 Euro/Chinese renminbi 31 1 U.K. pound sterling/euro 4 — Total $ 702 $ ( 1 ) The following table summarizes the net (gains) on derivatives designated as cash flow hedging instruments: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Foreign exchange forward contracts: Net (gains) recognized in accumulated OCI $ ( 16 ) $ ( 48 ) $ ( 45 ) $ ( 73 ) Net (gains) reclassified from accumulated OCI into income $ ( 2 ) $ ( 5 ) $ ( 4 ) $ ( 9 ) The net amount of existing (gains) as of September 30, 2023 expected to be reclassified from OCI into earnings within the next 12 months is immaterial. Net Investment Hedge During the nine months ended September 30, 2023 , the Company designated a euro net investment hedge to offset the foreign exchange exposure of the Euro Tranche B as defined and described further in Note 8. The outstanding principal amount of the Euro Tranche B was $ 628 as of September 30, 2023. As a result, any mark-to-market foreign exchange impact of the Euro Tranche B is recorded in OCI. Interest Rate Agreements The Company has various interest rate swap agreements that exchange a forward-looking term rate based on the variable secured overnight financing rate (“Term SOFR”) paid on the outstanding balance of its New Term Loan Facility, as defined and further described in Note 8, to a fixed rate. The Company acquired USD London Interbank Offered Rate (“LIBOR”) interest rate cap agreements as a result of its acquisition of Atotech Limited (“Atotech”) on August 17, 2022 (the “Atotech Acquisition”) and had utilized these agreements to offset Term SOFR on its New Term Loan Facility. Effective June 30, 2023, the Company’s USD LIBOR based interest rate caps were converted to Term SOFR. The Company also had two USD LIBOR based swaps that were converted to Term SOFR, effective June 30, 2023. The conversions from USD LIBOR to Term SOFR did not have a material impact on the Company’s results of operations. The following table summarizes the terms and fair values of interest rate swaps and interest rate caps outstanding at September 30, 2023 and December 31, 2022: September 30, December 31, Effective Date Maturity Fixed Notional Notional Fair Fair Interest Rate Swaps April 5, 2019 March 31, 2023 2.309 % $ 300 $ — $ — $ 1 June 30, 2023 February 28, 2025 0.391 % 200 200 13 16 June 30, 2023 February 28, 2025 0.543 % 300 300 19 22 September 30, 2022 September 30, 2026 3.156 % 350 350 14 8 January 2, 2024 January 31, 2028 2.841 % 250 — 13 5 September 30, 2022 September 30, 2027 3.198 % 350 350 15 8 January 2, 2024 January 31, 2029 2.986 % 250 — 14 4 September 30, 2022 September 30, 2026 3.358 % 600 600 15 10 2,600 1,800 103 74 Interest Rate Caps June 30, 2023 January 31, 2024 0.805 % 350 350 5 15 June 30, 2023 January 31, 2024 0.805 % 350 350 5 15 700 700 10 30 Total $ 3,300 $ 2,500 $ 113 $ 104 The interest rate swaps are recorded at fair value on the balance sheet and changes in the fair value are recognized in OCI. To the extent these arrangements are no longer effective hedges, the hedging relationship will be discontinued and changes in the fair value of the hedging instruments from the last assessment period that were effective up to the current period will be recorded immediately in earnings. Amounts previously recorded in OCI will remain in OCI and will be reclassified to earnings when the interest payments impact consolidated earnings. If the Company determines that the interest payments are unlikely to occur, amounts previously recorded in OCI will be reclassified to earnings immediately. Changes in the fair value of interest rate caps are recorded immediately in earnings, as the Company has not designated these instruments as hedges and therefore these instruments do not qualify for hedge accounting. The following table summarizes the losses on derivatives not designated as hedging instruments, consisting of balance sheet hedges and interest rate caps: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Net losses recognized in income $ 12 $ 11 $ 28 $ 4 Currency Option Agreements In connection with financing the Atotech Acquisition, the Company issued euro denominated term loan debt. In anticipation of entering into these euro denominated loans, the Company purchased foreign currency option contracts in 2021 to fix the conversion of 300 euros into U.S. dollars. The options settled on January 31, 2022 and the Company recorded a gain of $ 5 , net of premiums in 2022, which is included in other expense (income), net. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | (5) Inventories Inventories consist of the following: September 30, 2023 December 31, 2022 Raw materials $ 747 $ 689 Work-in-process 99 115 Finished goods 163 173 Total $ 1,009 $ 977 |
Acquisition
Acquisition | 9 Months Ended |
Sep. 30, 2023 | |
Business Combinations [Abstract] | |
Acquisition | (6) Acquisition On August 17, 2022 (the “Effective Date”), the Company completed the Atotech Acquisition, through the acquisition of the entire issued share capital of Atotech by Atotech Manufacturing, Inc. (“Bidco”), a Delaware corporation and indirect wholly owned subsidiary of the Company. The Atotech Acquisition was implemented by means of a scheme of arrangement under the laws of Jersey (the “Scheme”) pursuant to the definitive agreement entered into by the Company and Atotech on July 1, 2021, as amended by the Letter Agreement dated October 29, 2021 by and among the Company, Atotech and Bidco, and as further amended by the Amendment to the Implementation Agreement dated April 1, 2022 by and among the Company, Atotech and Bidco (together, the “Implementation Agreement”). Atotech, which the Company operates as MSD, develops leading process and manufacturing technologies for advanced surface modification, electroless and electrolytic plating, and surface finishing. Applying a comprehensive systems-and-solutions approach, Atotech’s portfolio includes chemistry, equipment, software, and services for innovative and high-technology applications in a wide variety of end markets. Atotech further broadens the Company’s capabilities by bringing leadership in critical chemistry solutions for electronics and packaging and specialty industrial applications. On the Effective Date, pursuant to the Scheme and in accordance with the terms and conditions of the Implementation Agreement, Bidco acquired each issued and outstanding ordinary share of Atotech in exchange for per share consideration of $ 16.20 in cash and 0.0552 of a share of Company common stock. The Company funded the payment of the aggregate cash consideration with a combination of cash on hand and the proceeds from the New Term Loan Facility, as defined in Note 8. As a result of the Atotech Acquisition, the Company issued an aggregate of 10.7 shares of Company common stock to the former Atotech shareholders. The purchase price of Atotech consisted of the following: Cash consideration to Atotech stockholders, net $ 2,886 Value of MKS shares issued 1,186 Repayment of Atotech senior secured term loans 1,545 Settlement of accelerated Atotech share-based awards 47 Total purchase price, net of cash and cash equivalents acquired $ 5,664 Under the acquisition method of accounting, the total purchase price was allocated to the acquired tangible and intangible assets and assumed liabilities of Atotech based on their fair values as of the Effective Date, except for contract assets and liabilities, which remain at book value in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers. Any excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed was allocated to goodwill and none of this goodwill or intangible assets will be deductible for tax purposes. The Company believes the amount of goodwill relative to identifiable intangible assets relates to several factors, including (1) broadening its position in key electronics and industrial markets to offer complementary solutions, and (2) leveraging component and systems expertise to provide robust solutions to meet its customers’ evolving technology needs. The following table summarizes the allocation of the purchase price to the fair values assigned to assets acquired and liabilities assumed at the Effective Date, inclusive of immaterial measurement period adjustments: Cash and cash equivalents $ 238 Accounts receivable 283 Inventories 244 Other current assets 104 Property, plant and equipment 381 Intangible assets 2,726 Goodwill 3,054 Other assets 131 Total assets acquired 7,161 Accounts payable 194 Other current liabilities 166 Non-current deferred taxes 719 Non-current accrued compensation 99 Other non-current liabilities 81 Total liabilities assumed 1,259 Fair value of assets acquired and liabilities assumed 5,902 Less: Cash and cash equivalents acquired ( 238 ) Total purchase price, net of cash and cash equivalents acquired $ 5,664 The fair value of the acquired intangible assets was determined using the income approach. In performing these valuations, the key underlying assumptions used included the appropriate discount rates as well as forecasted revenue growth rates, gross profit and operating expenses. Fair value estimates are based on a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions. The judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact the Company’s results of operations. The valuations were based on the information that was available during the one-year measurement period that existed as of the Effective Date and the expectations and assumptions that have been deemed reasonable by the Company’s management. The size and breadth of the Atotech Acquisition necessitated the use of this measurement period to adequately analyze and assess a number of the factors used in establishing the fair value of certain tangible and intangible assets acquired and liabilities assumed as of the Effective Date and the related tax impacts of any changes made. The measurement period is now complete. The following table reflects the allocation of the acquired intangible assets and related estimate of useful lives at the Effective Date: Customer relationships $ 1,756 11 - 14 years Completed technology 595 8 - 9 years Trade names 145 16 years Backlog 40 1.5 years In-process research and development 190 $ 2,726 The acquired intangible assets are being amortized on a straight-line basis, which approximates the economic use of the assets over their estimated useful lives. Upon completion of the related projects, the Company expects the in-process research and development (“IPR&D”) intangible asset to be amortized over its estimated useful life of eight to nine years . Pro Forma Results The following unaudited pro forma financial information presents the combined results of operations of the Company as if the Atotech Acquisition had occurred on January 1, 2021. The unaudited pro forma financial information is not necessarily indicative of what the Company’s condensed consolidated results of operations actually would have been had the acquisition occurred on the assumed date. In addition, the unaudited pro forma financial information does not attempt to project the future results of operations of the combined Company. Three Months Ended Nine Months Ended September 30, 2022 September 30, 2022 Total net revenues $ 1,141 $ 3,364 Net (loss) income $ ( 34 ) $ 140 The unaudited pro forma information above give effect primarily to the following: • applying the Company’s accounting policies; • incremental interest expense related to the New Term Loan Facility; • incremental amortization of acquired intangible assets related to the estimated fair value from the purchase price allocation; • incremental depreciation of acquired property, plant and equipment related to the estimated fair value from the purchase price allocation; • incremental compensation expense for share-based compensation arrangements; and • the estimated tax impact of the above adjustments. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | (7) Goodwill and Intangible Assets Goodwill The Company’s methodology for allocating the purchase price of an acquisition is determined through established and generally accepted valuation techniques. Goodwill is measured as the excess of the cost of the acquisition over the sum of the amounts assigned to tangible and identifiable intangible assets acquired less liabilities assumed. The Company assigns assets acquired (including goodwill) and liabilities assumed to one or more reporting units as of the date of acquisition. If the products obtained in an acquisition are assigned to multiple reporting units, the goodwill is distributed to the respective reporting units as part of the purchase price allocation process. Goodwill and intangible assets with indefinite useful lives are not amortized but are reviewed for impairment annually during the fourth quarter of each fiscal year or whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. To measure impairment, the Company compares the fair value of the reporting unit to its carrying amount, which includes goodwill. If the fair value of the reporting unit exceeds the carrying value of the reporting unit, no impairment exists. If the fair value of the reporting unit is less than the carrying value of the reporting unit, a goodwill impairment is recorded. Amortizable intangible assets and other long-lived assets are also subject to an impairment test if there is an indicator of impairment. When the Company determines that the carrying value of intangible assets or other long-lived assets may not be recoverable based upon the existence of one or more indicators of impairment, the Company uses the projected undiscounted cash flow method to determine whether an impairment exists, and then measures the impairment using discounted cash flows. The process of evaluating the potential impairment of goodwill, intangible assets and other long-lived assets requires significant judgment. The Company regularly monitors current business conditions and other factors, including, but not limited to, adverse industry or economic trends, restructuring actions and lower projections of profitability that may impact future operating results. The Company’s stock price and any estimated control premium are factors affecting the assessment of the fair value of the Company’s underlying reporting units for purposes of performing any goodwill impairment assessment. During the quarter ended June 30, 2023, the Company identified softer industry demand, particularly in the personal computer and smartphone markets, and concluded there was a triggering event at each of its electronics and general metal finishing reporting units, which together constitute MSD, and the equipment solutions reporting unit of PSD. For MSD, the Company concluded information on the softening of industry demand as of the filing date of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 did not exist as of the Effective Date. For each of the three reporting units, the Company performed a quantitative assessment of goodwill using an equal weighting of the income approach and market approach. The income approach was based upon projected future cash flows that were discounted to present value and an assumed terminal growth rate. The key underlying assumptions included forecasted revenues, which incorporated external market data, gross profit and operating expenses, as well as an applicable discount rate for each reporting unit. The market approach for each of the three reporting units incorporated observed multiples of guideline public companies. The market approach for the electronics and general metal finishing reporting units also incorporated multiples from guideline transactions. Fair value estimates are based on complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions that have been deemed reasonable by the Company's management. There are inherent uncertainties and management judgment required in these determinations. This quantitative assessment during the quarter ended June 30, 2023 resulted in the following: Reporting Unit Goodwill Impairment Remaining Goodwill Electronics $ 826 $ 1,420 General Metal Finishing 428 307 Equipment Solutions 372 100 In addition, the Company used an income approach to determine the fair value of the long-lived and indefinite lived intangible assets within these reporting units (Level 3 within the fair value hierarchy). These valuations resulted in a $ 20 fair value and $ 152 impairment of completed technology within the equipment solutions reporting unit and a $ 72 fair value and $ 49 impairment of IPR&D within the electronics reporting unit. After evaluating forecast updates and carrying values, the Company did not identify impairments at any other of its reporting units. For the completed technology valuation within the equipment solutions division, the forecasted future undiscounted cash flows were consistent with the Company’s goodwill analysis, using an approximate 7 year useful life, an 8 % weighted-average forecasted revenue growth rate, and a discount rate of 13.5 %. For the IPR&D intangible asset within the electronics reporting unit, the forecasted undiscounted future cash flows utilized were consistent with the Company’s goodwill analysis, with estimated time to complete in-process projects of up to 2 years, and a discount rate of 12.5 %. During the quarter ended September 30, 2023, the Company identified a further decrease in demand and an increase in the discount rate at its equipment solutions reporting unit. The Company performed a quantitative assessment of goodwill using an income approach that was based upon projected future cash flows that were discounted to present value and an assumed terminal growth rate. The key underlying assumptions included forecasted revenues, which incorporated external market data, gross profit and operating expenses, as well as the discount rate. The Company concluded that there was no goodwill or intangible asset impairment at the equipment solutions reporting unit in the third quarter. The Company also considered other quantitative and qualitative considerations, including the decline in public market capitalization since June 30, 2023, and determined there were no triggering events for its other reporting units or asset groups in the third quarter. The Company will continue to monitor for future triggering events which could result in an impairment charge. The changes in the carrying amount of goodwill and accumulated impairment loss during the nine months ended September 30, 2023 were as follows: Gross Accumulated Net Beginning balance, January 1 $ 4,454 $ ( 146 ) $ 4,308 Impairment charge — ( 1,626 ) ( 1,626 ) Foreign currency translation and measurement period adjustments ( 142 ) — ( 142 ) Ending balance, September 30 $ 4,312 $ ( 1,772 ) $ 2,540 Intangible Assets T he Company’s intangible assets are comprised of the following: As of September 30, 2023: Gross Accumulated Impairment Charges Accumulated Amortization Foreign Net Completed technology $ 1,212 $ ( 152 ) $ ( 378 ) $ ( 28 ) $ 654 Customer relationships 2,072 ( 1 ) ( 299 ) ( 78 ) 1,694 Patents, trademarks, trade names and other 437 ( 49 ) ( 112 ) ( 10 ) 266 $ 3,721 $ ( 202 ) $ ( 789 ) $ ( 116 ) $ 2,614 During the nine months ended September 30, 2023 , $ 61 of IPR&D included within patents, trademarks, trade names, and other was reclassified into completed technology. During the nine months ended September 30, 2023, $ 9 of IPR&D was written off to amortization expense as certain projects were cancelled. As of December 31, 2022: Gross Accumulated Accumulated Foreign Net Completed technology $ 1,151 $ — $ ( 303 ) $ 4 $ 852 Customer relationships 2,072 ( 1 ) ( 190 ) 11 1,892 Patents, trademarks, trade names and other 498 — ( 71 ) 2 429 $ 3,721 $ ( 1 ) $ ( 564 ) $ 17 $ 3,173 Aggregate amortization expense related to acquired intangible assets for the nine months ended September 30, 2023 and 2022 was $ 225 and $ 77 , respectively. The increase in amortization of intangible assets was a result of increased amortization related to acquired intangible assets from the Atotech Acquisition. Aggregate net amortization expense related to acquired intangible assets for future years is as follows: Year Amount 2023 (remaining) $ 67 2024 236 2025 236 2026 232 2027 231 2028 231 Thereafter 1,259 The Company excluded from the above table intangible assets of $ 56 of indefinite-lived trademarks and trade names, and $ 66 of IPR&D, which were not subject to amortization. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | (8) Debt The Company’s outstanding debt is as follows: September 30, 2023 December 31, 2022 Short-term debt: New Term Loan Facility $ 87 $ 93 Long-term debt, net: New Term Loan Facility $ 4,787 $ 4,834 Long-term debt is net of deferred financing fees, original issuance discount and repricing fees in the aggregate amount of $ 173 and $ 195 as of September 30, 2023 and December 31, 2022, respectively. New Credit Facilities In connection with the completion of the Atotech Acquisition, the Company entered into a credit agreement with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, Barclays Bank PLC, and the lenders from time to time party thereto (the “New Credit Agreement”). The New Credit Agreement provides for (i) a senior secured term loan facility (the “New Term Loan Facility”) comprised of three tranches: a USD 1,000 loan (the “USD Tranche A”), a USD 3,600 loan (the “USD Tranche B”) and a EUR 600 loan (the “Euro Tranche B”), each of which were borrowed in full on the Effective Date, and (ii) a senior secured revolving credit facility of USD 500 (the “New Revolving Facility” and, together with the New Term Loan Facility, the “New Credit Facilities”), with the commitments under each of the foregoing facilities subject to increase from time to time subject to certain conditions. Borrowings under the New Credit Facilities bear interest at a rate per annum equal to, at the Company’s option, any of the following, plus, in each case, an applicable margin: (a) with respect to the USD Tranche A, the USD Tranche B and the New Revolving Facility, (x) a base rate determined by reference to the highest of (1) the federal funds effective rate plus 0.50 %, (2) the prime rate quoted in The Wall Street Journal , or (3) a forward-looking term rate based on Term SOFR (plus an applicable credit spread adjustment) for an interest period of one month, plus 1.00 %; and (y) a Term SOFR rate (plus an applicable credit spread adjustment) for the interest period relevant to such borrowing, subject to a rate floor of (I) with respect to the USD Tranche B, 0.50 % and (II) with respect to the USD Tranche A and the New Revolving Facility, 0.0 %; and (b) with respect to the Euro Tranche B, a Euro Interbank Offered Rate (“EURIBOR”) rate determined by reference to the costs of funds for Euro deposits for the interest period relevant to such borrowing adjusted for certain additional costs, subject to a EURIBOR rate floor of 0.0 %. The USD Tranche A was issued with original issue discount of 0.25 % of the principal amount thereof. The USD Tranche B and the Euro Tranche B were issued with original issue discount of 2.00 % of the principal amount thereof. The applicable margin for borrowings under the USD Tranche A is 1.50 % with respect to base rate borrowings and 2.50 % with respect to Term SOFR borrowings. The applicable margin for borrowings under the USD Tranche B is 1.75 % with respect to base rate borrowings and 2.75 % with respect to Term SOFR borrowings. The applicable margin for borrowings under the Euro Tranche B is 3.00 %. The applicable margin for borrowings under the New Revolving Facility is 1.50 % with respect to base rate borrowings and 2.50 % with respect to Term SOFR borrowings. In addition to paying interest on outstanding principal under the New Credit Facilities, the Company is required to pay a commitment fee in respect of the unutilized commitments under the New Revolving Facility. The initial commitment fee is 0.375 % per annum. Commencing with the delivery of financial statements with respect to the first quarter ending after the closing of the New Credit Agreement, the commitment fee is subject to downward adjustment based on the Company’s first lien net leverage ratio as of the end of the preceding quarter. The Company must also pay customary letter of credit fees and agency fees. The Company incurred $ 242 of deferred financing fees and original issue discount related to the term loans under the New Term Loan Facility, which are included in long-term debt, net in the accompanying condensed consolidated balance sheets and are being amortized to interest expense over the estimated life of the term loans using the effective interest method. A portion of the deferred financing fees and original issue discount was accelerated in connection with the debt prepayment and extinguishment of the Prior Term Loan Facility (as defined below) . Under the New Credit Agreement, the Company is required to prepay outstanding term loans, subject to certain exceptions, with portions of its annual excess cash flow as well as with the net cash proceeds of certain of its asset sales, certain casualty and condemnation events and the incurrences or issuances of certain debt. If at any time the aggregate amount of outstanding loans, unreimbursed letter of credit drawings and undrawn letters of credit under the New Revolving Facility exceeds the aggregate commitments under the New Revolving Facility, the Company is required to repay outstanding loans and/or cash collateralize letters of credit, with no reduction of the commitment amount. The Company may voluntarily prepay outstanding loans under the New Credit Facilities from time to time, subject to certain conditions, without premium or penalty other than customary “breakage” costs with respect to Term SOFR or EURIBOR loans; provided, however, that subject to certain exceptions, if on or prior to the date that is twelve months after the closing date of the New Term Loan Facility, the Company prepaid any loans under the USD Tranche B or the Euro Tranche B in connection with a repricing transaction, the Company would have been required to pay a prepayment premium of 1.00 % of the aggregate principal amount of the loans so prepaid. Additionally, the Company may voluntarily reduce the unutilized portion of the commitment amount under the New Revolving Facility. The Company is required to make scheduled quarterly payments each equal to 1.25 % of the original principal amount of the USD Tranche A (increasing to 1.875 % in years 3 and 4 and 2.50 % in year 5) and 0.25 % of the original principal amount of the USD Tranche B and the Euro Tranche B, beginning with the fiscal quarter ended December 31, 2022, with the balance due thereunder on the fifth anniversary of the closing date in the case of the USD Tranche A and the seventh anniversary of the closing date in the case of the USD Tranche B and the Euro Tranche B. There is no scheduled amortization under the New Revolving Facility. Any principal amount outstanding under the New Revolving Facility is due and payable in full on the fifth anniversary of the closing date. The Company incurred $ 7 of costs in connection with the New Revolving Facility, which were capitalized and included in other assets in the accompanying condensed consolidated balance sheet and are being amortized to interest expense over the estimated life of four years . As a result of the termination of the Prior ABL Credit Facility (as defined below) concurrently with the Company’s entry into the New Revolving Facility, the Company wrote off an immaterial amount of previously capitalized debt issuance costs. All obligations under the New Credit Facilities are guaranteed by certain of the Company’s wholly-owned domestic subsidiaries and are required to be guaranteed by certain of the Company’s future wholly-owned domestic subsidiaries, and are secured by substantially all of the Company’s assets and the assets of such subsidiaries, subject to certain exceptions and exclusions. Under the New Credit Agreement, the Company has the ability to incur additional incremental debt facilities in an amount up to (x) the greater of (1) $ 1,011 and (2) 75 % of consolidated EBITDA, plus (y) an amount equal to the sum of all voluntary prepayments of term loans under the New Term Loan Facility, plus (z) an additional unlimited amount subject to pro forma compliance with certain leverage ratio tests (based on the security and priority of such incremental debt). Under the USD Tranche A and the New Revolving Facility, so long as any USD Tranche A loans (or commitments in respect thereof) are outstanding as of the end of any fiscal quarter, the Company may not allow its total net leverage ratio as of the end of such fiscal quarter to be greater than 5.50 to 1.00, with an annual step-down of 0.25 :1.00 and subject to a step-up of 0.50 :1.00 for the four full fiscal quarter period following any material acquisition, not to exceed 5.50 to 1.00. In addition, in the event there are no loans outstanding under the USD Tranche A, as of the end of any fiscal quarter of the Company when the aggregate amount of loans outstanding under the New Revolving Facility (net of (a) all letters of credit (whether cash collateralized or not) and (b) unrestricted cash of the Company and its restricted subsidiaries) exceeds 35 % of the aggregate amount of all commitments under the New Revolving Facility in effect as of such date, the Company may not allow its first lien net leverage ratio as of the end of each such fiscal quarter to be greater than 6.00 to 1.00. The USD Tranche B and the Euro Tranche B are not subject to financial maintenance covenants. The New Credit Agreement contains a number of negative covenants that, among other things and subject to certain exceptions, restrict the ability of the Company and each of its subsidiaries to incur additional indebtedness; pay dividends on its capital stock or redeem, repurchase or retire its capital stock or its subordinated indebtedness; make investments, loans and acquisitions; create restrictions on the payment of dividends or other amounts to the Company from the Company’s restricted subsidiaries or restrictions on the ability of the Company’s restricted subsidiaries to incur liens; engage in transactions with its affiliates; sell assets, including capital stock of its subsidiaries; materially alter the business it conducts; consolidate or merge; incur liens; and engage in sale-leaseback transactions. The New Credit Agreement also contains customary representations and warranties, affirmative covenants and provisions relating to events of default. If an event of default occurs, the lenders under the New Credit Facilities will be entitled to take various actions, including the acceleration of amounts due under the New Credit Facilities and all actions permitted to be taken by a secured creditor. As of September 30, 2023, the Company was in compliance with all covenants under the New Credit Agreement. The proceeds of the New Term Loan Facility were used on the Effective Date, among other things, to fund a portion of the consideration payable in connection with the Atotech Acquisition and to refinance the Prior Term Loan Facility and the Prior ABL Credit Facility and certain indebtedness of Atotech. The Company also paid certain customary fees and expenses of JPMorgan Chase Bank, N.A., Barclays Bank PLC, BofA Securities Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and Mizuho Bank, Ltd. in their respective capacities as lead arrangers and bookrunners in connection with the New Credit Facilities. On the Effective Date, in connection with the entry into the New Credit Agreement described above, the Company terminated and prepaid the prior term loan credit facility under that certain Term Loan Credit Agreement, dated as of April 29, 2016, by and among the Company, Barclays Bank PLC and the other financial institutions from time to time party thereto (as amended, the “Prior Term Loan Credit Agreement” and the term loan credit facility thereunder, the “Prior Term Loan Facility”) and terminated the prior revolving credit facility under that certain ABL Credit Agreement, dated as of February 1, 2019, by and among the Company, Barclays Bank PLC and the other financial institutions from time to time party thereto (as amended, the “Prior ABL Credit Agreement” and the revolving credit facility thereunder, the “Prior ABL Credit Facility”). As of September 30, 2023, the outstanding principal amount of the New Term Loan Facility was $ 5,047 and the weighted average interest rate was 7.9 % . As of September 30, 2023 , there were no borrowings under the New Revolving Facility. Lines of Credit and Borrowing Arrangements Certain of the Company’s Japanese subsidiaries have lines of credit and a financing facility with various financial institutions, many of which generally expire and are renewed at three-month intervals with the remaining having no expiration date. The lines of credit and financing facility provided for aggregate borrowings as of September 30, 2023 of up to an equivalent of $ 13 . There were no borrowings outstanding under these arrangements at September 30, 2023 and December 31, 2022. Contractual maturities of the Company’s debt obligations as of September 30, 2023 are as follows: Year Amount 2023 (remaining) $ 22 2024 93 2025 110 2026 115 2027 695 2028 42 Thereafter 3,970 |
Product Warranties
Product Warranties | 9 Months Ended |
Sep. 30, 2023 | |
Guarantees and Product Warranties [Abstract] | |
Product Warranties | (9) Product Warranties The Company provides for the estimated costs to fulfill customer warranty obligations upon the recognition of the related revenue. The Company’s warranty obligations are affected by shipment volume, product failure rates, utilization levels, material usage and supplier warranties on parts delivered to the Company. Should actual product failure rates, utilization levels, material usage, or supplier warranties on parts differ from the Company’s estimates, revisions to the estimated warranty liability would be required. The Company engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of its component suppliers. Product warranty activities were as follows: Nine Months Ended September 30, 2023 2022 Beginning of period $ 27 $ 21 Assumed product warranty liability from Atotech Acquisition — 5 Provision for product warranties 8 20 Charges to warranty liability ( 11 ) ( 21 ) End of period $ 24 $ 25 As of September 30, 2023, short-term product warranties of $ 16 and long-term product warranties of $ 8 were included within other current liabilities and other non-current liabilities, respectively, within the accompanying condensed consolidated balance sheet. As of September 30, 2022, short-term product warranties of $ 19 and long-term product warranties of $ 6 were included within other current liabilities and other non-current liabilities, respectively, within the accompanying condensed consolidated balance sheet. |
Other Current Liabilities
Other Current Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Other Liabilities, Current [Abstract] | |
Other Current Liabilities | (10) Other Current Liabilities Other current liabilities consisted of the following: September 30, 2023 December 31, 2022 Accrued compensation and other employee-related obligations $ 153 $ 162 Deferred revenue and customer advances 80 94 Income taxes payable 56 51 Lease liabilities 28 26 Other 125 100 Total other current liabilities $ 442 $ 433 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (11) Income Taxes The Company’s effective tax rates for the three and nine months ended September 30, 2023 were ( 75.3 )% and 4.1 % , respectively. The Company’s effective tax rate for the three months ended September 30, 2023 was lower than the U.S. statutory tax rate primarily due to the U.S. deduction of foreign derived intangible income (“FDII”) and various tax credits. The Company’s effective tax rate for the nine months ended September 30, 2023 was lower than the U.S. statutory tax rate primarily due to the tax benefit related to the impairment of intangible assets and the aforementioned credits. The Company's effective tax rates for the three and nine months ended September 30, 2022 were 85.5 % and 24.1 % , respectively. The Company's effective tax rates for the three and nine months ended September 30, 2022 were higher than the U.S. statutory tax rate mainly due to additional estimated accrued withholding taxes related to the Company’s change of indefinite reinvestment assertion, non-deductibility of certain costs associated with the Atotech Acquisition, and the U.S. global intangible low-taxed income inclusion, offset by U.S. deduction for FDII and the geographic mix of income earned by the Company's international subsidiaries being taxed at rates lower than the U.S. statutory tax rate. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | (12) Net Income (Loss) Per Share The following table sets forth the computation of basic and diluted net income (loss) per share: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Numerator: Net income (loss) $ 39 $ 6 $ ( 1,772 ) $ 279 Denominator: Shares used in net income (loss) per common share – basic 66.9 61.0 66.8 57.4 Effect of dilutive securities 0.2 0.1 — 0.2 Shares used in net income (loss) per common share – diluted 67.1 61.1 66.8 57.6 Net income (loss) per common share: Basic $ 0.59 $ 0.09 $ ( 26.53 ) $ 4.85 Diluted $ 0.58 $ 0.09 $ ( 26.53 ) $ 4.84 Basic earnings per share (“EPS”) is computed by dividing income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the period. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding (using the treasury stock method) if securities containing potentially dilutive common shares had been converted to such common shares, and if such assumed conversion is dilutive. In periods in which a net loss is recognized, the impact of restricted stock units (“RSUs”) is not included as they are antidilutive. For the three and nine months ended September 30, 2023 and 2022 , the Company had an immaterial quantity of RSUs that were antidilutive and were excluded from the computation of diluted weighted-average shares. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | (13) Stock-Based Compensation Prior to May 10, 2022, the Company granted RSUs to employees and directors under the 2014 Stock Incentive Plan (the “2014 Plan”). Following shareholder approval of the 2022 Stock Incentive Plan (the “2022 Plan” and, together with the 2014 Plan, the “Plans”) on May 10, 2022, the Company discontinued granting RSUs to employees and directors under the 2014 Plan and began granting them under the 2022 Plan. The Plans are administered by the Compensation Committee of the Company’s Board of Directors. The Plans are intended to attract and retain employees and directors, and to provide an incentive for these individuals to assist the Company to achieve long-range performance goals and enable these individuals to participate in the long-term growth of the Company. In connection with the Atotech Acquisition, all Atotech time-based RSUs and performance-based RSU awards outstanding immediately prior to the acquisition were cancelled and replaced with the Company’s time-based RSUs under the 2022 Plan in accordance with the Implementation Agreement. Based on a formula in the Implementation Agreement, such cancelled RSUs were replaced with the Company’s RSUs, which are subject to the terms and conditions of the 2022 Plan and the related RSU agreements. The total stock-based compensation expense included in the Company’s condensed consolidated statements of operations and comprehensive (loss) income was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Cost of revenues $ 1 $ 1 $ 4 $ 4 Research and development 2 1 5 4 Selling, general and administrative 10 8 34 23 Total stock-based compensation expense $ 13 $ 10 $ 43 $ 31 At September 30, 2023, the total compensation expense related to unvested stock-based awards granted to employees and directors under the Plans that had not been recognized was $ 57 . The Company determines the fair value of RSUs based on the closing market price of the Company’s common stock on the date of the award and estimates the fair value of employee stock purchase plan rights using the Black-Scholes valuation model. Such values are recognized as expense on a straight-line basis for time-based awards and using the accelerated graded vesting method for performance-based awards, both over the requisite service periods. The following table presents the activity for RSUs under the Plans: Nine Months Ended September 30, 2023 Quantity Weighted Average RSUs – beginning of period 0.8 $ 118.96 Granted 0.7 $ 87.17 Vested or forfeited ( 0.5 ) $ 118.64 RSUs – end of period 1.0 $ 98.36 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2023 | |
Federal Home Loan Banks [Abstract] | |
Stockholders' Equity | (14) Stockholders’ Equity Share Repurchase Program On July 25, 2011, the Company’s Board of Directors approved a share repurchase program for the repurchase of up to an aggregate of $ 200 of its outstanding common stock from time to time in open market purchases, privately negotiated transactions or through other appropriate means. The timing and quantity of any shares repurchased depends upon a variety of factors, including business conditions, stock market conditions and business development activities, including, but not limited to, merger and acquisition opportunities. These repurchases may be commenced, suspended or discontinued at any time without prior notice. The Company has repurchased approximately 2.6 shares of common stock for approximately $ 127 pursuant to the program since its adoption. During the three and nine months ended September 30, 2023 and 2022 , there were no repurchases of common stock. Under the New Credit Facilities, the Company may be restricted from repurchasing its common stock under certain circumstances. Cash Dividends Holders of the Company’s common stock are entitled to receive dividends when they are declared by the Company’s Board of Directors. During each of the first three quarters of 2023 and 2022 , the Company’s Board of Directors declared a cash dividend of $ 0.22 per share, which totaled $ 44 and $ 37 for the nine months ended September 30, 2023 and 2022 , respectively. Future dividend declarations, if any, as well as the record and payment dates for such dividends, are subject to the final determination of the Company’s Board of Directors. In addition, under the New Credit Facilities, the Company may be restricted from paying dividends under certain circumstances. |
Business Segment, Geographic Ar
Business Segment, Geographic Area, and Significant Customer Information | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Business Segment, Geographic Area, and Significant Customer Information | (15) Business Segment, Geographic Area, and Significant Customer Information The Company has three reportable segments: VSD, PSD and MSD. The Company’s Chief Operating Decision Maker (“CODM”), which is the Company’s Chief Executive Officer, utilizes financial information to make decisions about allocating resources and assessing performance for the entire Company, which is used in the decision-making process to assess performance and allocate resources to the three segments. Reportable Segments VSD delivers foundational technology solutions to leading edge semiconductor manufacturing, advanced electronics and specialty industrial applications. VSD products are derived from our core competencies in pressure measurement and control, flow measurement and control, gas and vapor delivery, gas composition analysis, electronic control technology, reactive gas generation and delivery, power generation and delivery, and vacuum technology. PSD provides a full range of solutions including lasers, beam measurement and profiling, precision motion control, vibration isolation systems, photonics instruments, temperature sensing, opto-mechanical components, optical elements, laser-based systems for flexible printed circuit board (“PCB”) processing, and laser-based systems for high density interconnect PCB and package substrate manufacturing. MSD develops leading process and manufacturing technologies for advanced surface modification, electroless and electrolytic plating, and surface finishing. Atotech is a brand within MSD. Applying a comprehensive systems-and-solutions approach, MSD’s portfolio includes chemistry, equipment, software, and services for innovative and high-technology applications in a wide variety of end markets. The Company derives its segment results directly from the manner in which results are reported in its management reporting system. The accounting policies that the Company uses to derive reportable segment results are substantially the same as those used for external reporting purposes. The Company groups similar products within its three reportable segments. The following table sets forth net revenues by reportable segment: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Vacuum Solutions Division $ 345 $ 510 $ 1,065 $ 1,491 Photonics Solutions Division 276 267 751 793 Materials Solutions Division 311 177 914 177 $ 932 $ 954 $ 2,730 $ 2,461 The following table reconciles gross profit by reportable segment to net (loss) income: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Gross profit by reportable segment: Vacuum Solutions Division $ 143 $ 220 $ 443 $ 645 Photonics Solutions Division 115 125 323 372 Materials Solutions Division 168 45 465 45 Total gross profit by reportable segment 426 390 1,231 1,062 Operating expenses: Research and development 71 63 218 168 Selling, general and administrative 167 126 514 319 Acquisition and integration costs 3 31 14 41 Restructuring 1 5 13 10 Amortization of intangible assets 68 47 225 77 Goodwill and intangible asset impairments — — 1,827 — Gain on sale of long-lived assets ( 2 ) — ( 2 ) ( 7 ) Income (loss) from operations 118 118 ( 1,578 ) 454 Interest income ( 4 ) ( 1 ) ( 10 ) ( 2 ) Interest expense 93 80 266 93 Other expense (income), net 7 ( 1 ) 14 ( 4 ) Income (loss) before income taxes 22 40 ( 1,848 ) 367 (Benefit) provision for income taxes ( 17 ) 34 ( 76 ) 88 Net income (loss) $ 39 $ 6 $ ( 1,772 ) $ 279 Interest income, interest expense and income tax (benefit) expense are not presented by reportable segment because the necessary information is not classified within the segments nor used by the CODM. The following table sets forth segment assets by reportable segment: September 30, 2023 Accounts Inventories Total Vacuum Solutions Division $ 183 $ 551 $ 734 Photonics Solutions Division 192 294 486 Materials Solutions Division 243 164 407 Total segment assets $ 618 $ 1,009 $ 1,627 December 31, 2022 Accounts Inventories Total Vacuum Solutions Division $ 270 $ 491 $ 761 Photonics Solutions Division 194 296 490 Materials Solutions Division 256 190 446 Total segment assets $ 720 $ 977 $ 1,697 The Company adjusted the accounts receivable, net balances as of December 31, 2022 to correct for immaterial errors in the segments. The following table reconciles segment assets to total assets: September 30, 2023 December 31, 2022 Total segment assets $ 1,627 $ 1,697 Cash and cash equivalents and short-term investments 860 910 Other current assets 288 187 Property, plant and equipment, net 761 800 Right-of-use assets, net 227 234 Goodwill and intangible assets, net 5,154 7,481 Other assets 223 186 Total assets $ 9,140 $ 11,495 Geographic Area Information about the Company’s operations by geographic area is presented in the tables below. Net revenues from unaffiliated customers are based on the location in which the sale originated. Intercompany sales between geographic areas are at tax transfer prices and have been eliminated from consolidated net revenues. Three Months Ended September 30, Nine Months Ended September 30, Net revenues: 2023 2022 2023 2022 United States $ 317 $ 393 $ 937 $ 1,083 China 183 135 505 284 South Korea 99 82 260 260 Japan 59 46 180 147 Germany 44 100 181 176 Other 230 198 667 511 $ 932 $ 954 $ 2,730 $ 2,461 Long-lived assets include property, plant and equipment, net, right-of-use assets, net and certain other assets, and exclude goodwill, intangible assets and long-term tax-related accounts. Long-lived assets: September 30, 2023 December 31, 2022 United States $ 522 $ 508 Germany 146 160 China 154 175 Other 325 343 $ 1,147 $ 1,186 Goodwill associated with each of the Company’s reportable segments is as follows: VSD PSD MSD Total Reportable segment: Gross goodwill, at December 31, 2022 $ 336 $ 1,031 $ 3,087 $ 4,454 Foreign currency translation and measurement period adjustments ( 1 ) ( 3 ) ( 138 ) ( 142 ) Gross goodwill, at September 30, 2023 335 1,028 2,949 4,312 Accumulated goodwill impairment, at December 31, 2022 ( 141 ) ( 5 ) — ( 146 ) Impairment charge — ( 372 ) ( 1,254 ) ( 1,626 ) Accumulated goodwill impairment, at September 30, 2023 ( 141 ) ( 377 ) ( 1,254 ) ( 1,772 ) Goodwill, net of accumulated impairment, foreign currency translation and measurement period adjustments, at September 30, 2023 $ 194 $ 651 $ 1,695 $ 2,540 |
Restructuring
Restructuring | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | (16) Restructuring The Company recorded restructuring charges of $ 1 and $ 13 during the three and nine months ended September 30, 2023, respectively, primarily related to severance costs due to global cost-saving initiatives implemented in each of the first and second quarters of 2023. The Company recorded restructuring charges of $ 5 during the three months ended September 30, 2022, primarily related to executive payments related to the Atotech Acquisition, and $ 10 during the nine months ended September 30, 2022, primarily related to severance costs due to a global cost-saving initiative, the closure of two facilities in Europe and executive payments related to the Atotech Acquisition. Restructuring activities were as follows: Nine Months Ended September 30, 2023 2022 Restructuring accrual beginning of period $ 3 $ 3 Charged to expense 13 10 Payments and adjustments ( 10 ) ( 10 ) Restructuring accrual end of period $ 6 $ 3 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (17) Commitments and Contingencies Litigation The Company is subject to various legal proceedings and claims that have arisen in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s results of operations, financial condition or cash flows. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | (18) Subsequent Events On October 3, 2023 (the “Repricing Effective Date”), the Company entered into the First Amendment to the Credit Agreement (the “Repricing Amendment”), which amended the New Credit Agreement. The Repricing Amendment (i) decreased the applicable margin for the USD Tranche B from 2.75 % to 2.50 % with respect to Term SOFR borrowings and from 1.75 % to 1.50 % with respect to base rate borrowings, (ii) removed the credit spread adjustments applicable to Term SOFR borrowings of the USD Tranche B and (iii) extended the period during which a 1.00 % prepayment premium may be required if the Company prepays any loans under the USD Tranche B in connection with a repricing transaction until the date that is six months following the Repricing Effective Date. The repriced loans were issued with original issue discount of 0.25 %. In connection with the execution of the Repricing Amendment, the Company paid customary fees and expenses to JPMorgan Chase Bank, N.A. On October 31, 2023, the Company made a voluntary prepayment of $ 100 aggregate principal amount on the USD Tranche A. |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Deferred Revenue and Customer Advances by Arrangement | A roll-forward of the Company’s deferred revenue and customer advances is as follows: Nine Months Ended September 30, 2023 September 30, 2022 Beginning balance, January 1 (1) $ 96 $ 40 Assumed deferred revenue and customer advances from the acquisition of Atotech Limited — 36 Additions to deferred revenue and customer advances 122 149 Amount of deferred revenue and customer advances recognized in income ( 136 ) ( 121 ) Ending balance, September 30 (2) $ 82 $ 104 (1) Beginning balance as of January 1, 2023 included $ 94 of current deferred revenue and customer advances and $ 2 of non-current deferred revenue. Beginning balance as of January 1, 2022 included $ 37 of current deferred revenue and customer advances, and $ 3 of non-current deferred revenue. (2) Ending balance as of September 30, 2023 included $ 80 of current deferred revenue and customer advances and $ 2 of non-current deferred revenue. Ending balance as of September 30, 2022 included $ 103 of current deferred revenue and customer advances and $ 1 of non-current deferred revenue. |
Summary of Revenue from Contracts with Customers | The following tables summarize revenue from contracts with customers in MKS’ three reportable segments: the Vacuum Solutions Division (“VSD”), the Photonics Solutions Division (“PSD”) and the Materials Solutions Division (“MSD”). Three Months Ended September 30, 2023 VSD PSD MSD Total Net revenues: Products $ 285 $ 234 $ 299 $ 818 Services 60 42 12 114 Total net revenues $ 345 $ 276 $ 311 $ 932 Three Months Ended September 30, 2022 VSD PSD MSD Total Net revenues: Products $ 450 $ 227 $ 164 $ 841 Services 60 40 13 113 Total net revenues $ 510 $ 267 $ 177 $ 954 Nine Months Ended September 30, 2023 VSD PSD MSD Total Net revenues: Products $ 902 $ 640 $ 874 $ 2,416 Services 163 111 40 314 Total net revenues $ 1,065 $ 751 $ 914 $ 2,730 Nine Months Ended September 30, 2022 VSD PSD MSD Total Net revenues: Products $ 1,310 $ 679 $ 164 $ 2,153 Services 181 114 13 308 Total net revenues $ 1,491 $ 793 $ 177 $ 2,461 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis | Assets and liabilities of the Company are measured at fair value on a recurring basis as of September 30, 2023 and are summarized as follows: Fair Value Measurements at Reporting Date Using Description September 30, 2023 Quoted Prices in Significant Significant Assets: Cash equivalents: Money market funds $ 278 $ 278 $ — $ — Time deposits 13 13 — — Available-for-sale securities: Time deposits and certificates of deposit 1 — 1 — Group insurance contracts 6 — 6 — Derivatives Foreign exchange forward contracts 7 — 7 — Interest rate hedges - non-current 113 — 113 — Pension and deferred compensation plan assets 19 — 19 — Total assets $ 437 $ 291 $ 146 $ — Liabilities: Derivatives Foreign exchange forward contracts $ 3 $ — $ 3 $ — Total liabilities $ 3 $ — $ 3 $ — Reported as follows: Assets: Cash and cash equivalents $ 291 $ 291 $ — $ — Short-term investments 1 — 1 — Other current assets 7 — 7 — Total current assets $ 299 $ 291 $ 8 $ — Other assets $ 138 $ — $ 138 $ — Liabilities: Other current liabilities $ 3 $ — $ 3 $ — Assets and liabilities of the Company are measured at fair value on a recurring basis as of December 31, 2022 and are summarized as follows: Fair Value Measurements at Reporting Date Using Description December 31, 2022 Quoted Prices in Significant Significant Assets: Cash equivalents: Money market funds $ 60 $ 60 $ — $ — Available-for-sale securities: Time deposits and certificates of deposit 1 — 1 — Group insurance contracts 6 — 6 — Derivatives Foreign exchange forward contracts 7 — 7 — Interest rate hedges-non-current 104 — 104 — Pension and deferred compensation plan assets 17 — 17 — Total assets $ 195 $ 60 $ 135 $ — Liabilities: Derivatives Foreign exchange forward contracts $ 8 $ — $ 8 $ — Total liabilities $ 8 $ — $ 8 $ — Reported as follows: Assets: Cash and cash equivalents $ 60 $ 60 $ — $ — Short-term investments 1 — 1 — Other current assets 8 — 8 — Total current assets $ 69 $ 60 $ 9 $ — Other assets $ 126 $ — $ 126 $ — Liabilities: Other current liabilities $ 8 $ — $ 8 $ — |
Schedule of Estimated Carrying Value and Fair Value of Company's Debt | The estimated carrying value and fair value of the Company’s debt as of September 30, 2023 and December 31, 2022 are as follows: September 30, 2023 December 31, 2022 Carrying Value Fair Value Carrying Value Fair Value Outstanding debt $ 5,047 $ 5,052 $ 5,122 $ 5,071 The estimated carrying value and fair value of the Company’s debt |
Derivatives (Tables)
Derivatives (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Primary Net Hedging Positions and Fair Values of Foreign Exchange Forward Contracts Outstanding | The following tables summarize the primary net hedging positions and fair values of foreign exchange forward contracts outstanding as of September 30, 2023 and December 31, 2022: September 30, 2023 Currency Hedged (Buy/Sell) Net Notional Fair Value Asset (Liability) U.S. dollar/Japanese yen $ 56 $ 4 U.S. dollar/South Korean won 80 — U.S. dollar/Taiwan dollar 21 1 U.S. dollar/Singapore dollar 1 — U.S. dollar/Chinese renminbi 13 — Euro/U.S. dollar 22 — Euro/Chinese renminbi 18 ( 1 ) U.K. pound sterling/U.S. dollar 26 — Total $ 237 $ 4 December 31, 2022 Currency Hedged (Buy/Sell) Net Notional Fair Value (Liability) Asset U.S. dollar/Japanese yen $ 57 $ — U.S. dollar/South Korean won 75 ( 4 ) U.S. dollar/Taiwan dollar 33 1 U.S. dollar/U.K. pound sterling 7 — U.S. dollar/Singapore dollar 1 — U.S. dollar/Chinese renminbi 9 — Euro/U.S. dollar 485 1 Euro/Chinese renminbi 31 1 U.K. pound sterling/euro 4 — Total $ 702 $ ( 1 ) |
Summary of Net (Gains) on Derivatives Designated as Cash Flow Hedging Instruments | The following table summarizes the net (gains) on derivatives designated as cash flow hedging instruments: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Foreign exchange forward contracts: Net (gains) recognized in accumulated OCI $ ( 16 ) $ ( 48 ) $ ( 45 ) $ ( 73 ) Net (gains) reclassified from accumulated OCI into income $ ( 2 ) $ ( 5 ) $ ( 4 ) $ ( 9 ) |
Summary of The Terms And Fair Values of Interest Rate Swaps and Interest Rate Caps | The following table summarizes the terms and fair values of interest rate swaps and interest rate caps outstanding at September 30, 2023 and December 31, 2022: September 30, December 31, Effective Date Maturity Fixed Notional Notional Fair Fair Interest Rate Swaps April 5, 2019 March 31, 2023 2.309 % $ 300 $ — $ — $ 1 June 30, 2023 February 28, 2025 0.391 % 200 200 13 16 June 30, 2023 February 28, 2025 0.543 % 300 300 19 22 September 30, 2022 September 30, 2026 3.156 % 350 350 14 8 January 2, 2024 January 31, 2028 2.841 % 250 — 13 5 September 30, 2022 September 30, 2027 3.198 % 350 350 15 8 January 2, 2024 January 31, 2029 2.986 % 250 — 14 4 September 30, 2022 September 30, 2026 3.358 % 600 600 15 10 2,600 1,800 103 74 Interest Rate Caps June 30, 2023 January 31, 2024 0.805 % 350 350 5 15 June 30, 2023 January 31, 2024 0.805 % 350 350 5 15 700 700 10 30 Total $ 3,300 $ 2,500 $ 113 $ 104 |
Summary of Losses on Derivatives Not Designated as Hedging Instruments | The following table summarizes the losses on derivatives not designated as hedging instruments, consisting of balance sheet hedges and interest rate caps: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Net losses recognized in income $ 12 $ 11 $ 28 $ 4 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | Inventories consist of the following: September 30, 2023 December 31, 2022 Raw materials $ 747 $ 689 Work-in-process 99 115 Finished goods 163 173 Total $ 1,009 $ 977 |
Acquisition (Tables)
Acquisition (Tables) - Atotech Limited [Member] | 9 Months Ended |
Sep. 30, 2023 | |
Business Acquisition [Line Items] | |
Summary of Purchase Price | The purchase price of Atotech consisted of the following: Cash consideration to Atotech stockholders, net $ 2,886 Value of MKS shares issued 1,186 Repayment of Atotech senior secured term loans 1,545 Settlement of accelerated Atotech share-based awards 47 Total purchase price, net of cash and cash equivalents acquired $ 5,664 |
Summary of Estimated Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of the purchase price to the fair values assigned to assets acquired and liabilities assumed at the Effective Date, inclusive of immaterial measurement period adjustments: Cash and cash equivalents $ 238 Accounts receivable 283 Inventories 244 Other current assets 104 Property, plant and equipment 381 Intangible assets 2,726 Goodwill 3,054 Other assets 131 Total assets acquired 7,161 Accounts payable 194 Other current liabilities 166 Non-current deferred taxes 719 Non-current accrued compensation 99 Other non-current liabilities 81 Total liabilities assumed 1,259 Fair value of assets acquired and liabilities assumed 5,902 Less: Cash and cash equivalents acquired ( 238 ) Total purchase price, net of cash and cash equivalents acquired $ 5,664 |
Allocation of Acquired Intangible Assets and Related Estimates of Useful Lives | The following table reflects the allocation of the acquired intangible assets and related estimate of useful lives at the Effective Date: Customer relationships $ 1,756 11 - 14 years Completed technology 595 8 - 9 years Trade names 145 16 years Backlog 40 1.5 years In-process research and development 190 $ 2,726 |
Schedule of Unaudited Pro Forma Financial Information | The following unaudited pro forma financial information presents the combined results of operations of the Company as if the Atotech Acquisition had occurred on January 1, 2021. The unaudited pro forma financial information is not necessarily indicative of what the Company’s condensed consolidated results of operations actually would have been had the acquisition occurred on the assumed date. In addition, the unaudited pro forma financial information does not attempt to project the future results of operations of the combined Company. Three Months Ended Nine Months Ended September 30, 2022 September 30, 2022 Total net revenues $ 1,141 $ 3,364 Net (loss) income $ ( 34 ) $ 140 The unaudited pro forma information above give effect primarily to the following: • applying the Company’s accounting policies; • incremental interest expense related to the New Term Loan Facility; • incremental amortization of acquired intangible assets related to the estimated fair value from the purchase price allocation; • incremental depreciation of acquired property, plant and equipment related to the estimated fair value from the purchase price allocation; • incremental compensation expense for share-based compensation arrangements; and • the estimated tax impact of the above adjustments. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary Quantitative Assessment | This quantitative assessment during the quarter ended June 30, 2023 resulted in the following: Reporting Unit Goodwill Impairment Remaining Goodwill Electronics $ 826 $ 1,420 General Metal Finishing 428 307 Equipment Solutions 372 100 |
Goodwill | The changes in the carrying amount of goodwill and accumulated impairment loss during the nine months ended September 30, 2023 were as follows: Gross Accumulated Net Beginning balance, January 1 $ 4,454 $ ( 146 ) $ 4,308 Impairment charge — ( 1,626 ) ( 1,626 ) Foreign currency translation and measurement period adjustments ( 142 ) — ( 142 ) Ending balance, September 30 $ 4,312 $ ( 1,772 ) $ 2,540 |
Intangible Assets | he Company’s intangible assets are comprised of the following: As of September 30, 2023: Gross Accumulated Impairment Charges Accumulated Amortization Foreign Net Completed technology $ 1,212 $ ( 152 ) $ ( 378 ) $ ( 28 ) $ 654 Customer relationships 2,072 ( 1 ) ( 299 ) ( 78 ) 1,694 Patents, trademarks, trade names and other 437 ( 49 ) ( 112 ) ( 10 ) 266 $ 3,721 $ ( 202 ) $ ( 789 ) $ ( 116 ) $ 2,614 During the nine months ended September 30, 2023 , $ 61 of IPR&D included within patents, trademarks, trade names, and other was reclassified into completed technology. During the nine months ended September 30, 2023, $ 9 of IPR&D was written off to amortization expense as certain projects were cancelled. As of December 31, 2022: Gross Accumulated Accumulated Foreign Net Completed technology $ 1,151 $ — $ ( 303 ) $ 4 $ 852 Customer relationships 2,072 ( 1 ) ( 190 ) 11 1,892 Patents, trademarks, trade names and other 498 — ( 71 ) 2 429 $ 3,721 $ ( 1 ) $ ( 564 ) $ 17 $ 3,173 |
Estimated Net Amortization Expense | Aggregate net amortization expense related to acquired intangible assets for future years is as follows: Year Amount 2023 (remaining) $ 67 2024 236 2025 236 2026 232 2027 231 2028 231 Thereafter 1,259 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Short-Term Debt | The Company’s outstanding debt is as follows: September 30, 2023 December 31, 2022 Short-term debt: New Term Loan Facility $ 87 $ 93 Long-term debt, net: New Term Loan Facility $ 4,787 $ 4,834 |
Schedule of Contractual Maturities of Debt Obligations | Contractual maturities of the Company’s debt obligations as of September 30, 2023 are as follows: Year Amount 2023 (remaining) $ 22 2024 93 2025 110 2026 115 2027 695 2028 42 Thereafter 3,970 |
Product Warranties (Tables)
Product Warranties (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Guarantees and Product Warranties [Abstract] | |
Product Warranty Activities | Product warranty activities were as follows: Nine Months Ended September 30, 2023 2022 Beginning of period $ 27 $ 21 Assumed product warranty liability from Atotech Acquisition — 5 Provision for product warranties 8 20 Charges to warranty liability ( 11 ) ( 21 ) End of period $ 24 $ 25 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Other Liabilities, Current [Abstract] | |
Summary of Other Current Liabilities | Other current liabilities consisted of the following: September 30, 2023 December 31, 2022 Accrued compensation and other employee-related obligations $ 153 $ 162 Deferred revenue and customer advances 80 94 Income taxes payable 56 51 Lease liabilities 28 26 Other 125 100 Total other current liabilities $ 442 $ 433 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Income (Loss) Per Share | The following table sets forth the computation of basic and diluted net income (loss) per share: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Numerator: Net income (loss) $ 39 $ 6 $ ( 1,772 ) $ 279 Denominator: Shares used in net income (loss) per common share – basic 66.9 61.0 66.8 57.4 Effect of dilutive securities 0.2 0.1 — 0.2 Shares used in net income (loss) per common share – diluted 67.1 61.1 66.8 57.6 Net income (loss) per common share: Basic $ 0.59 $ 0.09 $ ( 26.53 ) $ 4.85 Diluted $ 0.58 $ 0.09 $ ( 26.53 ) $ 4.84 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Total Stock-Based Compensation Expense Included in Company's Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income | The total stock-based compensation expense included in the Company’s condensed consolidated statements of operations and comprehensive (loss) income was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Cost of revenues $ 1 $ 1 $ 4 $ 4 Research and development 2 1 5 4 Selling, general and administrative 10 8 34 23 Total stock-based compensation expense $ 13 $ 10 $ 43 $ 31 |
Summary of Activity for RSUs | The following table presents the activity for RSUs under the Plans: Nine Months Ended September 30, 2023 Quantity Weighted Average RSUs – beginning of period 0.8 $ 118.96 Granted 0.7 $ 87.17 Vested or forfeited ( 0.5 ) $ 118.64 RSUs – end of period 1.0 $ 98.36 |
Business Segment, Geographic _2
Business Segment, Geographic Area, and Significant Customer Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Net Revenues, Assets and Goodwill by Reportable Segment | The following table sets forth net revenues by reportable segment: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Vacuum Solutions Division $ 345 $ 510 $ 1,065 $ 1,491 Photonics Solutions Division 276 267 751 793 Materials Solutions Division 311 177 914 177 $ 932 $ 954 $ 2,730 $ 2,461 The following table sets forth segment assets by reportable segment: September 30, 2023 Accounts Inventories Total Vacuum Solutions Division $ 183 $ 551 $ 734 Photonics Solutions Division 192 294 486 Materials Solutions Division 243 164 407 Total segment assets $ 618 $ 1,009 $ 1,627 December 31, 2022 Accounts Inventories Total Vacuum Solutions Division $ 270 $ 491 $ 761 Photonics Solutions Division 194 296 490 Materials Solutions Division 256 190 446 Total segment assets $ 720 $ 977 $ 1,697 Goodwill associated with each of the Company’s reportable segments is as follows: VSD PSD MSD Total Reportable segment: Gross goodwill, at December 31, 2022 $ 336 $ 1,031 $ 3,087 $ 4,454 Foreign currency translation and measurement period adjustments ( 1 ) ( 3 ) ( 138 ) ( 142 ) Gross goodwill, at September 30, 2023 335 1,028 2,949 4,312 Accumulated goodwill impairment, at December 31, 2022 ( 141 ) ( 5 ) — ( 146 ) Impairment charge — ( 372 ) ( 1,254 ) ( 1,626 ) Accumulated goodwill impairment, at September 30, 2023 ( 141 ) ( 377 ) ( 1,254 ) ( 1,772 ) Goodwill, net of accumulated impairment, foreign currency translation and measurement period adjustments, at September 30, 2023 $ 194 $ 651 $ 1,695 $ 2,540 |
Schedule of Reconciles Gross Profit By Reportable Segment To Net (Loss) Income | The following table reconciles gross profit by reportable segment to net (loss) income: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Gross profit by reportable segment: Vacuum Solutions Division $ 143 $ 220 $ 443 $ 645 Photonics Solutions Division 115 125 323 372 Materials Solutions Division 168 45 465 45 Total gross profit by reportable segment 426 390 1,231 1,062 Operating expenses: Research and development 71 63 218 168 Selling, general and administrative 167 126 514 319 Acquisition and integration costs 3 31 14 41 Restructuring 1 5 13 10 Amortization of intangible assets 68 47 225 77 Goodwill and intangible asset impairments — — 1,827 — Gain on sale of long-lived assets ( 2 ) — ( 2 ) ( 7 ) Income (loss) from operations 118 118 ( 1,578 ) 454 Interest income ( 4 ) ( 1 ) ( 10 ) ( 2 ) Interest expense 93 80 266 93 Other expense (income), net 7 ( 1 ) 14 ( 4 ) Income (loss) before income taxes 22 40 ( 1,848 ) 367 (Benefit) provision for income taxes ( 17 ) 34 ( 76 ) 88 Net income (loss) $ 39 $ 6 $ ( 1,772 ) $ 279 |
Reconciles Segment Assets to Total Assets | The following table reconciles segment assets to total assets: September 30, 2023 December 31, 2022 Total segment assets $ 1,627 $ 1,697 Cash and cash equivalents and short-term investments 860 910 Other current assets 288 187 Property, plant and equipment, net 761 800 Right-of-use assets, net 227 234 Goodwill and intangible assets, net 5,154 7,481 Other assets 223 186 Total assets $ 9,140 $ 11,495 |
Schedule of Net Revenues and Long-Lived Assets by Geographic Regions | Intercompany sales between geographic areas are at tax transfer prices and have been eliminated from consolidated net revenues. Three Months Ended September 30, Nine Months Ended September 30, Net revenues: 2023 2022 2023 2022 United States $ 317 $ 393 $ 937 $ 1,083 China 183 135 505 284 South Korea 99 82 260 260 Japan 59 46 180 147 Germany 44 100 181 176 Other 230 198 667 511 $ 932 $ 954 $ 2,730 $ 2,461 Long-lived assets: September 30, 2023 December 31, 2022 United States $ 522 $ 508 Germany 146 160 China 154 175 Other 325 343 $ 1,147 $ 1,186 |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Activities | Restructuring activities were as follows: Nine Months Ended September 30, 2023 2022 Restructuring accrual beginning of period $ 3 $ 3 Charged to expense 13 10 Payments and adjustments ( 10 ) ( 10 ) Restructuring accrual end of period $ 6 $ 3 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Additional Information (Detail) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 USD ($) Segment | Dec. 31, 2022 USD ($) | |
Change in Contract with Customer, Liability [Abstract] | ||
Contract assets | $ | $ 31 | $ 46 |
Number of reportable segments | Segment | 3 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Schedule of Deferred Revenue and Customer Advances by Arrangement (Detail) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Change in Contract with Customer, Liability [Abstract] | ||
Beginning balance, January 1 | $ 96 | $ 40 |
Assumed deferred revenue and customer advances from the acquisition of Atotech Limited | 0 | 36 |
Additions to deferred revenue and customer advances | 122 | 149 |
Amount of deferred revenue and customer advances recognized in income | (136) | (121) |
Ending balance | $ 82 | $ 104 |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Schedule of Deferred Revenue and Customer Advances by Arrangement (Parenthetical) (Detail) - USD ($) $ in Millions | Sep. 30, 2023 | Jan. 01, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jan. 01, 2022 |
Change in Contract with Customer, Liability [Line Items] | |||||
Non-current deferred revenue | $ 2 | $ 2 | $ 1 | $ 3 | |
Deferred revenue and customer advances | 80 | $ 94 | |||
Deferred Revenue [Member] | |||||
Change in Contract with Customer, Liability [Line Items] | |||||
Deferred revenue and customer advances | $ 80 | $ 94 | $ 103 | $ 37 |
Revenue from Contracts with C_6
Revenue from Contracts with Customers - Summary of Revenue from Contracts with Customers (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Net revenues | $ 932 | $ 954 | $ 2,730 | $ 2,461 |
Products [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 818 | 841 | 2,416 | 2,153 |
Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 114 | 113 | 314 | 308 |
VSD [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 345 | 510 | 1,065 | 1,491 |
VSD [Member] | Products [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 285 | 450 | 902 | 1,310 |
VSD [Member] | Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 60 | 60 | 163 | 181 |
PSD [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 276 | 267 | 751 | 793 |
PSD [Member] | Products [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 234 | 227 | 640 | 679 |
PSD [Member] | Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 42 | 40 | 111 | 114 |
MSD [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 311 | 177 | 914 | 177 |
MSD [Member] | Products [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 299 | 164 | 874 | 164 |
MSD [Member] | Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | $ 12 | $ 13 | $ 40 | $ 13 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis (Detail) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 1 | $ 1 |
Fair Value Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 291 | 60 |
Pension and deferred compensation plan assets | 19 | 17 |
Total assets | 437 | 195 |
Total liabilities | 3 | 8 |
Short-term investments | 1 | 1 |
Other current assets | 7 | 8 |
Total current assets | 299 | 69 |
Other assets | 138 | 126 |
Other current liabilities | $ 3 | $ 8 |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Liabilities | Liabilities |
Fair Value Measurements, Recurring [Member] | Interest Rate Hedge [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivatives-interest rate hedge - non-current | $ 113 | $ 104 |
Fair Value Measurements, Recurring [Member] | Foreign Exchange Contracts [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivatives-foreign exchange forward contracts | 7 | 7 |
Derivatives- foreign exchange forward contracts | 3 | 8 |
Fair Value Measurements, Recurring [Member] | Group Insurance Contracts [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 6 | 6 |
Fair Value Measurements, Recurring [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 278 | 60 |
Fair Value Measurements, Recurring [Member] | Time Deposits [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 13 | |
Fair Value Measurements, Recurring [Member] | Time Deposits and Certificates of Deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 1 | 1 |
Fair Value Measurements, Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 291 | 60 |
Pension and deferred compensation plan assets | 0 | 0 |
Total assets | 291 | 60 |
Total liabilities | 0 | 0 |
Short-term investments | 0 | 0 |
Other current assets | 0 | 0 |
Total current assets | 291 | 60 |
Other assets | 0 | 0 |
Other current liabilities | $ 0 | $ 0 |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Liabilities | Liabilities |
Fair Value Measurements, Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Interest Rate Hedge [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivatives-interest rate hedge - non-current | $ 0 | $ 0 |
Fair Value Measurements, Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Foreign Exchange Contracts [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivatives-foreign exchange forward contracts | 0 | 0 |
Derivatives- foreign exchange forward contracts | 0 | 0 |
Fair Value Measurements, Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Group Insurance Contracts [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 0 | 0 |
Fair Value Measurements, Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 278 | 60 |
Fair Value Measurements, Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Time Deposits [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 13 | |
Fair Value Measurements, Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Time Deposits and Certificates of Deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 0 | 0 |
Fair Value Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Pension and deferred compensation plan assets | 19 | 17 |
Total assets | 146 | 135 |
Total liabilities | 3 | 8 |
Short-term investments | 1 | 1 |
Other current assets | 7 | 8 |
Total current assets | 8 | 9 |
Other assets | 138 | 126 |
Other current liabilities | $ 3 | $ 8 |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Liabilities | Liabilities |
Fair Value Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Interest Rate Hedge [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivatives-interest rate hedge - non-current | $ 113 | $ 104 |
Fair Value Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Foreign Exchange Contracts [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivatives-foreign exchange forward contracts | 7 | 7 |
Derivatives- foreign exchange forward contracts | 3 | 8 |
Fair Value Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Group Insurance Contracts [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 6 | 6 |
Fair Value Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Fair Value Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Time Deposits [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | |
Fair Value Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Time Deposits and Certificates of Deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 1 | 1 |
Fair Value Measurements, Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Pension and deferred compensation plan assets | 0 | 0 |
Total assets | 0 | 0 |
Total liabilities | 0 | 0 |
Short-term investments | 0 | 0 |
Other current assets | 0 | 0 |
Total current assets | 0 | 0 |
Other assets | 0 | 0 |
Other current liabilities | $ 0 | $ 0 |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Liabilities | Liabilities |
Fair Value Measurements, Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Interest Rate Hedge [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivatives-interest rate hedge - non-current | $ 0 | $ 0 |
Fair Value Measurements, Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Foreign Exchange Contracts [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivatives-foreign exchange forward contracts | 0 | 0 |
Derivatives- foreign exchange forward contracts | 0 | 0 |
Fair Value Measurements, Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Group Insurance Contracts [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 0 | 0 |
Fair Value Measurements, Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Fair Value Measurements, Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Time Deposits [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | |
Fair Value Measurements, Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Time Deposits and Certificates of Deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | $ 0 | $ 0 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Estimated Carrying Value and Fair Value of Company's Debt (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Outstanding debt Carrying Value | $ 5,047 | $ 5,122 |
Outstanding debt Fair Value | $ 5,052 | $ 5,071 |
Derivatives - Additional Inform
Derivatives - Additional Information (Detail) € in Millions, $ in Millions | 9 Months Ended | 12 Months Ended | ||
Aug. 17, 2022 | Sep. 30, 2023 USD ($) Swaps | Dec. 31, 2022 USD ($) | Dec. 31, 2021 EUR (€) | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Maximum period for hedging a portion of forecasted foreign currency denominated intercompany sales of inventory | 18 months | |||
Number Of USD LIBOR based swaps | Swaps | 2 | |||
Euro Tranche B [Member] | Net Investment Hedge [Member] | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Outstanding principal amount | $ 628 | |||
Atotech [Member] | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Business acquisition date | Aug. 17, 2022 | |||
Derivatives Foreign Currency Options [Member] | Atotech [Member] | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Notional amount in EUR/USD | € | € 300 | |||
Other Expense, Net [Member] | Derivatives Foreign Currency Options [Member] | Atotech [Member] | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Gain net of premium | $ 5 |
Derivatives - Summary of Primar
Derivatives - Summary of Primary Net Hedging Positions and Fair Values of Foreign Exchange Forward Contracts Outstanding (Detail) - Foreign Exchange Forward Contracts [Member] - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Derivative [Line Items] | ||
Currency Hedged (Buy/Sell), Gross Notional Value, Net | $ 237 | $ 702 |
Currency Hedged (Buy/Sell), Fair Value, (Liability)/Asset, Net | 4 | (1) |
U.S. Dollar/Japanese Yen [Member] | ||
Derivative [Line Items] | ||
Currency Hedged (Buy/Sell), Gross Notional Value, Net | 56 | 57 |
Currency Hedged (Buy/Sell), Fair Value, (Liability)/Asset, Net | 4 | 0 |
U.S. Dollar/South Korean Won [Member] | ||
Derivative [Line Items] | ||
Currency Hedged (Buy/Sell), Gross Notional Value, Net | 80 | 75 |
Currency Hedged (Buy/Sell), Fair Value, (Liability)/Asset, Net | 0 | (4) |
U.S. Dollar/Taiwan Dollar [Member] | ||
Derivative [Line Items] | ||
Currency Hedged (Buy/Sell), Gross Notional Value, Net | 21 | 33 |
Currency Hedged (Buy/Sell), Fair Value, (Liability)/Asset, Net | 1 | 1 |
U.S. Dollar/U.K. Pound Sterling [Member] | ||
Derivative [Line Items] | ||
Currency Hedged (Buy/Sell), Gross Notional Value, Net | 7 | |
Currency Hedged (Buy/Sell), Fair Value, (Liability)/Asset, Net | 0 | |
U.S. Dollar/Singapore Dollar [Member] | ||
Derivative [Line Items] | ||
Currency Hedged (Buy/Sell), Gross Notional Value, Net | 1 | 1 |
Currency Hedged (Buy/Sell), Fair Value, (Liability)/Asset, Net | 0 | 0 |
U.S. dollar/Chinese renminbi | ||
Derivative [Line Items] | ||
Currency Hedged (Buy/Sell), Gross Notional Value, Net | 13 | 9 |
Currency Hedged (Buy/Sell), Fair Value, (Liability)/Asset, Net | 0 | 0 |
Euro/U.S. Dollar [Member] | ||
Derivative [Line Items] | ||
Currency Hedged (Buy/Sell), Gross Notional Value, Net | 22 | 485 |
Currency Hedged (Buy/Sell), Fair Value, (Liability)/Asset, Net | 0 | 1 |
Euro/Chinese Renminbi [Member] | ||
Derivative [Line Items] | ||
Currency Hedged (Buy/Sell), Gross Notional Value, Net | 18 | 31 |
Currency Hedged (Buy/Sell), Fair Value, (Liability)/Asset, Net | (1) | 1 |
U.K. Pound Sterling/U.S. Dollar [Member] | ||
Derivative [Line Items] | ||
Currency Hedged (Buy/Sell), Gross Notional Value, Net | 26 | |
Currency Hedged (Buy/Sell), Fair Value, (Liability)/Asset, Net | $ 0 | |
U.K. Pound Sterling/Euro [Member] | ||
Derivative [Line Items] | ||
Currency Hedged (Buy/Sell), Gross Notional Value, Net | 4 | |
Currency Hedged (Buy/Sell), Fair Value, (Liability)/Asset, Net | $ 0 |
Derivatives - Summary of Net (G
Derivatives - Summary of Net (Gains) on Derivatives Designated as Cash Flow Hedging Instruments (Detail) - Cash Flow Hedging [Member] - Foreign Exchange Forward Contracts [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Net (gains) recognized in accumulated OCI | $ (16) | $ (48) | $ (45) | $ (73) |
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax, Parent | Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax, Parent | Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax, Parent | Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax, Parent |
Net (gains) reclassified from accumulated OCI into income | $ (2) | $ (5) | $ (4) | $ (9) |
Derivative Instrument, Gain (Loss) Reclassified from AOCI into Income, Effective Portion, Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent | Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent | Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent | Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent |
Derivatives - Summary of The Te
Derivatives - Summary of The Terms And Fair Values of Interest Rate Swaps and Interest Rate Caps (Detail) - Incremental Term Loan Facility [Member] - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Derivative [Line Items] | ||
Notional Amount at Effective Date | $ 3,300 | |
Notional Amount | 2,500 | |
Fair Value Asset (Liability) | 113 | $ 104 |
Interest Rate Swaps [Member] | ||
Derivative [Line Items] | ||
Notional Amount at Effective Date | 2,600 | |
Notional Amount | 1,800 | |
Fair Value Asset (Liability) | 103 | 74 |
Interest Rate Caps [Member] | ||
Derivative [Line Items] | ||
Notional Amount at Effective Date | 700 | |
Notional Amount | 700 | |
Fair Value Asset (Liability) | $ 10 | 30 |
Swap Agreement One [Member] | Interest Rate Swaps [Member] | ||
Derivative [Line Items] | ||
Effective Date | Apr. 05, 2019 | |
Maturity | Mar. 31, 2023 | |
Fixed Rate | 2.309% | |
Notional Amount at Effective Date | $ 300 | |
Notional Amount | 0 | |
Fair Value Asset (Liability) | $ 0 | 1 |
Swap Agreement One [Member] | Interest Rate Caps [Member] | ||
Derivative [Line Items] | ||
Effective Date | Jun. 30, 2023 | |
Maturity | Jan. 31, 2024 | |
Fixed Rate | 0.805% | |
Notional Amount at Effective Date | $ 350 | |
Notional Amount | 350 | |
Fair Value Asset (Liability) | $ 5 | 15 |
Swap Agreement Two [Member] | Interest Rate Swaps [Member] | ||
Derivative [Line Items] | ||
Effective Date | Jun. 30, 2023 | |
Maturity | Feb. 28, 2025 | |
Fixed Rate | 0.391% | |
Notional Amount at Effective Date | $ 200 | |
Notional Amount | 200 | |
Fair Value Asset (Liability) | $ 13 | 16 |
Swap Agreement Two [Member] | Interest Rate Caps [Member] | ||
Derivative [Line Items] | ||
Effective Date | Jun. 30, 2023 | |
Maturity | Jan. 31, 2024 | |
Fixed Rate | 0.805% | |
Notional Amount at Effective Date | $ 350 | |
Notional Amount | 350 | |
Fair Value Asset (Liability) | $ 5 | 15 |
Swap Agreement Three [Member] | Interest Rate Swaps [Member] | ||
Derivative [Line Items] | ||
Effective Date | Jun. 30, 2023 | |
Maturity | Feb. 28, 2025 | |
Fixed Rate | 0.543% | |
Notional Amount at Effective Date | $ 300 | |
Notional Amount | 300 | |
Fair Value Asset (Liability) | $ 19 | 22 |
Swap Agreement Four [Member] | Interest Rate Swaps [Member] | ||
Derivative [Line Items] | ||
Effective Date | Sep. 30, 2022 | |
Maturity | Sep. 30, 2026 | |
Fixed Rate | 3.156% | |
Notional Amount at Effective Date | $ 350 | |
Notional Amount | 350 | |
Fair Value Asset (Liability) | $ 14 | 8 |
Swap Agreement Five [Member] | Interest Rate Swaps [Member] | ||
Derivative [Line Items] | ||
Effective Date | Jan. 02, 2024 | |
Maturity | Jan. 31, 2028 | |
Fixed Rate | 2.841% | |
Notional Amount at Effective Date | $ 250 | |
Notional Amount | 0 | |
Fair Value Asset (Liability) | $ 13 | 5 |
Swap Agreement Six [Member] | Interest Rate Swaps [Member] | ||
Derivative [Line Items] | ||
Effective Date | Sep. 30, 2022 | |
Maturity | Sep. 30, 2027 | |
Fixed Rate | 3.198% | |
Notional Amount at Effective Date | $ 350 | |
Notional Amount | 350 | |
Fair Value Asset (Liability) | $ 15 | 8 |
Swap Agreement Seven [Member] | Interest Rate Swaps [Member] | ||
Derivative [Line Items] | ||
Effective Date | Jan. 02, 2024 | |
Maturity | Jan. 31, 2029 | |
Fixed Rate | 2.986% | |
Notional Amount at Effective Date | $ 250 | |
Notional Amount | 0 | |
Fair Value Asset (Liability) | $ 14 | 4 |
Swap Agreement Eight [Member] | Interest Rate Swaps [Member] | ||
Derivative [Line Items] | ||
Effective Date | Sep. 30, 2022 | |
Maturity | Sep. 30, 2026 | |
Fixed Rate | 3.358% | |
Notional Amount at Effective Date | $ 600 | |
Notional Amount | 600 | |
Fair Value Asset (Liability) | $ 15 | $ 10 |
Derivatives - Summary of Losses
Derivatives - Summary of Losses on Derivatives Not Designated as Hedging Instruments (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Interest Rate Caps [Member] | ||||
Derivative Instruments Gain Loss Not Designated As Hedging Instruments [Line Items] | ||||
Net losses recognized in income | $ 12 | $ 11 | $ 28 | $ 4 |
Inventories - Summary of Invent
Inventories - Summary of Inventories (Detail) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 747 | $ 689 |
Work-in-process | 99 | 115 |
Finished goods | 163 | 173 |
Total | $ 1,009 | $ 977 |
Acquisition - Additional Inform
Acquisition - Additional Information (Detail) - Atotech Limited [Member] - USD ($) | Aug. 17, 2022 | Sep. 30, 2023 |
Business Acquisition [Line Items] | ||
Price per share of common stock in cash | $ 16.2 | |
Number of shares received per common shares | 0.0552 | |
Aggregate number of common stock issued | 10,700,000 | |
In Process Research and Development [Member] | Minimum [Member] | ||
Business Acquisition [Line Items] | ||
Acquired intangible assets, estimated useful lives | 8 years | |
In Process Research and Development [Member] | Maximum [Member] | ||
Business Acquisition [Line Items] | ||
Acquired intangible assets, estimated useful lives | 9 years |
Acquisition - Summary of Purcha
Acquisition - Summary of Purchase Price (Detail) - USD ($) $ in Millions | 9 Months Ended | ||
Aug. 17, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Business Acquisition [Line Items] | |||
Repayment of Atotech senior secured term loans | $ 67 | $ 835 | |
Total purchase price, net of cash and cash equivalents acquired | $ 0 | $ 4,473 | |
Atotech Limited [Member] | |||
Business Acquisition [Line Items] | |||
Cash paid for outstanding shares | $ 2,886 | ||
Value of MKS shares issued | 1,186 | ||
Repayment of Atotech senior secured term loans | 1,545 | ||
Settlement of accelerated share-based awards | 47 | ||
Total purchase price, net of cash and cash equivalents acquired | 5,664 | ||
Total purchase price, net of cash and cash equivalents acquired | $ 5,664 |
Acquisition - Summary of Estima
Acquisition - Summary of Estimated Fair Value of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Millions | 9 Months Ended | |||
Aug. 17, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Acquisition Date [Line Items] | ||||
Goodwill | $ 2,540 | $ 4,308 | ||
Total purchase price, net of cash and cash equivalents acquired | $ 0 | $ 4,473 | ||
Atotech Limited [Member] | ||||
Acquisition Date [Line Items] | ||||
Cash and cash equivalents | $ 238 | |||
Accounts receivable | 283 | |||
Inventories | 244 | |||
Other current assets | 104 | |||
Property, plant and equipment | 381 | |||
Intangible assets | 2,726 | |||
Goodwill | 3,054 | |||
Other assets | 131 | |||
Total assets acquired | 7,161 | |||
Accounts payable | 194 | |||
Other current liabilities | 166 | |||
Non-current deferred taxes | 719 | |||
Non-current accrued compensation | 99 | |||
Other non-current liabilities | 81 | |||
Total liabilities assumed | 1,259 | |||
Fair value of assets acquired and liabilities assumed | 5,902 | |||
Less: Cash and cash equivalents acquired | (238) | |||
Total purchase price, net of cash and cash equivalents acquired | $ 5,664 |
Acquisition - Allocation of Acq
Acquisition - Allocation of Acquired Intangible Assets and Liabilities Related Estimates of Useful Lives (Detail) - Atotech Limited [Member] - USD ($) $ in Millions | Aug. 17, 2022 | Sep. 30, 2023 |
Acquired Finite Lived Intangible Assets [Line Items] | ||
Acquired intangible assets, purchase price | $ 2,726 | |
Customer Relationships [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Acquired intangible assets, purchase price | $ 1,756 | |
Customer Relationships [Member] | Minimum [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Acquired intangible assets, estimated useful lives | 11 years | |
Customer Relationships [Member] | Maximum [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Acquired intangible assets, estimated useful lives | 14 years | |
Completed Technology [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Acquired intangible assets, purchase price | $ 595 | |
Completed Technology [Member] | Minimum [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Acquired intangible assets, estimated useful lives | 8 years | |
Completed Technology [Member] | Maximum [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Acquired intangible assets, estimated useful lives | 9 years | |
Trade Names [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Acquired intangible assets, purchase price | $ 145 | |
Acquired intangible assets, estimated useful lives | 16 years | |
Backlog [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Acquired intangible assets, purchase price | $ 40 | |
Acquired intangible assets, estimated useful lives | 1 year 6 months | |
In Process Research and Development [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Acquired intangible assets, purchase price | $ 190 | |
In Process Research and Development [Member] | Minimum [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Acquired intangible assets, estimated useful lives | 8 years | |
In Process Research and Development [Member] | Maximum [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Acquired intangible assets, estimated useful lives | 9 years |
Acquisition - Schedule of Reven
Acquisition - Schedule of Revenue and Net Income (Details) - Atotech Limited [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Business Acquisition [Line Items] | ||
Total net revenues | $ 1,141 | $ 3,364 |
Net (loss) income | $ (34) | $ 140 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Summary of Quantitative Assessment (Detail) - USD ($) $ in Millions | 6 Months Ended | 9 Months Ended |
Jun. 30, 2023 | Sep. 30, 2023 | |
Goodwill [Line Items] | ||
Goodwill Impairment | $ 1,626 | |
Electronics [Member] | ||
Goodwill [Line Items] | ||
Goodwill Impairment | $ 826 | |
Remaining Goodwill | 1,420 | |
General Metal Finishing [Member] | ||
Goodwill [Line Items] | ||
Goodwill Impairment | 428 | |
Remaining Goodwill | 307 | |
Equipment Solutions [Member] | ||
Goodwill [Line Items] | ||
Goodwill Impairment | 372 | |
Remaining Goodwill | $ 100 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Goodwill (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Beginning balance, Goodwill Gross Carrying Amount | $ 4,454 |
Impairment charge, Gross Carrying Amount | 0 |
Foreign currency translation and measurement period adjustments, Gross Carrying Amount | (142) |
Ending balance, Goodwill Gross Carrying Amount | 4,312 |
Beginning balance, Accumulated Impairment Loss | (146) |
Accumulated Impairment Loss Impairment charge | (1,626) |
Foreign currency translation and measurement period adjustments, Accumulated Impairment Loss | 0 |
Ending balance, Accumulated Impairment Loss | (1,772) |
Beginning balance, Goodwill Net | 4,308 |
Impairment charge, Net | (1,626) |
Foreign currency translation and measurement period adjustments, Net | (142) |
Ending balance, Goodwill Net | $ 2,540 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Intangible Assets (Detail) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | $ 3,721 | $ 3,721 |
Accumulated Impairment Charges | (202) | (1) |
Accumulated Amortization Charges | $ (789) | $ (564) |
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration] | Amortization of Intangible Assets | Amortization of Intangible Assets |
Foreign Currency Translation | $ (116) | $ 17 |
Intangible assets, net | 2,614 | 3,173 |
Completed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | 1,212 | 1,151 |
Accumulated Impairment Charges | (152) | 0 |
Accumulated Amortization Charges | (378) | (303) |
Foreign Currency Translation | (28) | 4 |
Intangible assets, net | 654 | 852 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | 2,072 | 2,072 |
Accumulated Impairment Charges | (1) | (1) |
Accumulated Amortization Charges | (299) | (190) |
Foreign Currency Translation | (78) | 11 |
Intangible assets, net | 1,694 | 1,892 |
Patents, Trademarks, Trade Names and Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | 437 | 498 |
Accumulated Impairment Charges | (49) | 0 |
Accumulated Amortization Charges | (112) | (71) |
Foreign Currency Translation | (10) | 2 |
Intangible assets, net | $ 266 | $ 429 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Goodwill And Intangible Assets [Line Items] | ||||||
Impairment | $ 1,626,000,000 | |||||
Amortization of intangible assets | $ 68,000,000 | $ 47,000,000 | 225,000,000 | $ 77,000,000 | ||
In-process research and development reclassified into completed technology | 61,000,000 | |||||
Finite-Lived Intangible Assets, Accumulated Amortization | 789,000,000 | 789,000,000 | $ 564,000,000 | |||
Un-amortized finite-lived intangible assets | 3,721,000,000 | 3,721,000,000 | $ 3,721,000,000 | |||
Goodwill and intangible asset impairments | 0 | $ 0 | 1,827,000,000 | $ 0 | ||
IPR&D [Member] | ||||||
Goodwill And Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Assets, Accumulated Amortization | 9,000,000 | 9,000,000 | ||||
Un-amortized finite-lived intangible assets | 66,000,000 | 66,000,000 | ||||
Equipment Solutions Business [Member] | ||||||
Goodwill And Intangible Assets [Line Items] | ||||||
Goodwill and intangible asset impairments | 0 | |||||
Equipment Solutions Business [Member] | Completed Technology [Member] | ||||||
Goodwill And Intangible Assets [Line Items] | ||||||
Intangible assets fair value | 20,000,000 | 20,000,000 | ||||
Impairment | $ 152,000,000 | |||||
Intangible assets useful life future undiscounted cash flows | 7 years | |||||
Weighted-average revenue growth rate future undiscounted cash flows | 8% | |||||
Discount rate future undiscounted cash flows | 13.50% | |||||
Electronics [Member] | ||||||
Goodwill And Intangible Assets [Line Items] | ||||||
Impairment | $ 826,000,000 | |||||
Electronics [Member] | IPR&D [Member] | ||||||
Goodwill And Intangible Assets [Line Items] | ||||||
Intangible assets fair value | 72,000,000 | |||||
Impairment | $ 49,000,000 | |||||
Discount rate future undiscounted cash flows | 12.50% | |||||
Electronics [Member] | IPR&D [Member] | Maximum [Member] | ||||||
Goodwill And Intangible Assets [Line Items] | ||||||
Intangible assets useful life future undiscounted cash flows | 2 years | |||||
General Metal Finishing [Member] | ||||||
Goodwill And Intangible Assets [Line Items] | ||||||
Impairment | $ 428,000,000 | |||||
Trademarks and Trade Names [Member] | ||||||
Goodwill And Intangible Assets [Line Items] | ||||||
Un-amortized Intangible assets, net | $ 56,000,000 | $ 56,000,000 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets - Estimated Net Amortization Expense (Detail) $ in Millions | Sep. 30, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 (remaining) | $ 67 |
2024 | 236 |
2025 | 236 |
2026 | 232 |
2027 | 231 |
2028 | 231 |
Thereafter | $ 1,259 |
Debt - Schedule of Short-Term D
Debt - Schedule of Short-Term Debt (Detail) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Short Term Debt [Line Items] | ||
Short term debt | $ 87 | $ 93 |
New Term Loan Facility [Member] | ||
Short Term Debt [Line Items] | ||
Short term debt | $ 87 | $ 93 |
Debt - Schedule of Long-Term De
Debt - Schedule of Long-Term Debt (Detail) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Long-term debt, net | $ 4,787 | $ 4,834 |
New Term Loan Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, net | $ 4,787 | $ 4,834 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
New Term Loan Facility [Member] | ||
Debt Instrument [Line Items] | ||
Deferred financing fees, original issuance discount and repricing fees | $ 173 | $ 195 |
Debt - New Credit Facilities -
Debt - New Credit Facilities - Additional Information (Detail) | 9 Months Ended | ||
Aug. 17, 2022 USD ($) | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | |||
Debt instrument, interest rate terms | Borrowings under the New Credit Facilities bear interest at a rate per annum equal to, at the Company’s option, any of the following, plus, in each case, an applicable margin: (a) with respect to the USD Tranche A, the USD Tranche B and the New Revolving Facility, (x) a base rate determined by reference to the highest of (1) the federal funds effective rate plus 0.50%, (2) the prime rate quoted in The Wall Street Journal, or (3) a forward-looking term rate based on Term SOFR (plus an applicable credit spread adjustment) for an interest period of one month, plus 1.00%; and (y) a Term SOFR rate (plus an applicable credit spread adjustment) for the interest period relevant to such borrowing, subject to a rate floor of (I) with respect to the USD Tranche B, 0.50% and (II) with respect to the USD Tranche A and the New Revolving Facility, 0.0%; and (b) with respect to the Euro Tranche B, a Euro Interbank Offered Rate (“EURIBOR”) rate determined by reference to the costs of funds for Euro deposits for the interest period relevant to such borrowing adjusted for certain additional costs, subject to a EURIBOR rate floor of 0.0%. | ||
Initial commitment fee percentage | 0.375% | ||
Outstanding principal amount | $ 5,047,000,000 | $ 5,122,000,000 | |
Annual Step-Down [Member] | |||
Debt Instrument [Line Items] | |||
Leverage ratio | 0.25 | ||
Step-Up [Member] | |||
Debt Instrument [Line Items] | |||
Leverage ratio | 0.5 | ||
Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Leverage ratio | 5.5 | ||
Maximum [Member] | Step-Up [Member] | |||
Debt Instrument [Line Items] | |||
Leverage ratio | 5.5 | ||
Federal Funds Rate [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 0.50% | ||
Term SOFR Rate (Plus Applicable Credit Spread Adjustment) [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 1% | ||
EURIBOR Rate Floor [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 0% | ||
USD Tranche A [Member] | |||
Debt Instrument [Line Items] | |||
Borrowing capacity | $ 1,000,000,000 | ||
Scheduled quarterly payments percentage of original principal amount | 1.25% | ||
USD Tranche A [Member] | Years 3 and 4 [Member] | |||
Debt Instrument [Line Items] | |||
Scheduled quarterly payments percentage of original principal amount | 1.875% | ||
USD Tranche A [Member] | Year 5 [Member] | |||
Debt Instrument [Line Items] | |||
Scheduled quarterly payments percentage of original principal amount | 2.50% | ||
USD Tranche A [Member] | Original Issue Discount [Member] | |||
Debt Instrument [Line Items] | |||
Original issue discount percentage of principal amount | 0.25% | ||
USD Tranche A [Member] | Floor Rate [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 0% | ||
USD Tranche B [Member] | |||
Debt Instrument [Line Items] | |||
Borrowing capacity | 3,600,000,000 | ||
Scheduled quarterly payments percentage of original principal amount | 0.25% | ||
USD Tranche B [Member] | Original Issue Discount [Member] | |||
Debt Instrument [Line Items] | |||
Original issue discount percentage of principal amount | 2% | ||
USD Tranche B [Member] | Floor Rate [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 0.50% | ||
Euro Tranche B [Member] | |||
Debt Instrument [Line Items] | |||
Borrowing capacity | 600,000,000 | ||
Scheduled quarterly payments percentage of original principal amount | 0.25% | ||
Euro Tranche [Member] | Original Issue Discount [Member] | |||
Debt Instrument [Line Items] | |||
Original issue discount percentage of principal amount | 2% | ||
First Lien Net Leverage Ratio [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Leverage ratio | 6 | ||
Atotech [Member] | |||
Debt Instrument [Line Items] | |||
Borrowing capacity | 500,000,000 | ||
Base Rate Borrowings [Member] | USD Tranche A [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 1.50% | ||
Base Rate Borrowings [Member] | USD Tranche B [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 1.75% | ||
Term SOFR Borrowings [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 2.50% | ||
Term SOFR Borrowings [Member] | USD Tranche A [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 2.50% | ||
Term SOFR Borrowings [Member] | USD Tranche B [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 2.75% | ||
Borrowings under New Revolving Facility [Member] | Base Rate [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 1.50% | ||
Borrowings under Euro Tranche B [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 3% | ||
New Revolving Facility [Member] | |||
Debt Instrument [Line Items] | |||
Debt issuance costs | $ 7,000,000 | ||
Debt issuance costs, amortization period | 4 years | ||
Prepayment premium percentage of aggregate principal amount | 1% | ||
Total borrowings outstanding | $ 0 | ||
New Revolving Facility [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Percentage of aggregate amount of all commitments | 35% | ||
Term Loans under New Term Loan Facility [Member] | |||
Debt Instrument [Line Items] | |||
Deferred financing fees and original issue discount fees | $ 242,000,000 | ||
New Term Loan Facility [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit facility minimum additional borrowing capacity | $ 1,011,000,000 | ||
Minimum percentage of consolidated EBITDA | 75% | ||
Outstanding principal amount | $ 5,047,000,000 | ||
Weighted average interest rate | 7.90% |
Debt - Lines of Credit and Borr
Debt - Lines of Credit and Borrowing Arrangements - Additional Information (Detail) - Revolving Lines of Credit [Member] - Japan [Member] - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Aggregate borrowings expire and renewal period | 3 months | |
Borrowing capacity in the form of letters of credit | $ 13,000,000 | |
Total borrowings outstanding | $ 0 | $ 0 |
Debt - Schedule of Contractual
Debt - Schedule of Contractual Maturities of Debt Obligations (Detail) $ in Millions | Sep. 30, 2023 USD ($) |
Maturities of Long-Term Debt [Abstract] | |
2023 (remaining) | $ 22 |
2024 | 93 |
2025 | 110 |
2026 | 115 |
2027 | 695 |
2028 | 42 |
Thereafter | $ 3,970 |
Product Warranties - Product Wa
Product Warranties - Product Warranty Activities (Detail) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Product Warranty Liability [Table] | ||
Beginning of period | $ 27 | $ 21 |
Provision for product warranties | 8 | 20 |
Charges to warranty liability | (11) | (21) |
End of period | 24 | 25 |
Atotech [Member] | ||
Product Warranty Liability [Table] | ||
Assumed product warranty liability from Atotech Acquisition | $ 0 | $ 5 |
Product Warranties - Additional
Product Warranties - Additional Information (Detail) - USD ($) $ in Millions | Sep. 30, 2023 | Sep. 30, 2022 |
Other Current Liabilities [Member] | ||
Product Warranty Liability [Line Items] | ||
Short-term product warranties | $ 16 | $ 19 |
Other Noncurrent Liabilities [Member] | ||
Product Warranty Liability [Line Items] | ||
Long-term product warranties | $ 8 | $ 6 |
Other Current Liabilities - Sum
Other Current Liabilities - Summary of Other Current Liabilities (Detail) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Other Liabilities, Current [Abstract] | ||
Accrued compensation and other employee-related obligations | $ 153 | $ 162 |
Deferred revenue and customer advances | 80 | 94 |
Income taxes payable | 56 | 51 |
Lease liabilities | 28 | 26 |
Other | 125 | 100 |
Total other current liabilities | $ 442 | $ 433 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rates | (75.30%) | 85.50% | 4.10% | 24.10% |
Net Income (Loss) Per Share - C
Net Income (Loss) Per Share - Computation of Basic and Diluted Net Income (Loss) Per Share (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator: | ||||||||
Net Income (Loss) | $ 39 | $ (1,769) | $ (42) | $ 6 | $ 130 | $ 143 | $ (1,772) | $ 279 |
Denominator: | ||||||||
Shares used in net income (loss) per common share - basic | 66.9 | 61 | 66.8 | 57.4 | ||||
Effect of dilutive securities | 0.2 | 0.1 | 0 | 0.2 | ||||
Shares used in net income (loss) per common share - diluted | 67.1 | 61.1 | 66.8 | 57.6 | ||||
Net income (loss) per common share: | ||||||||
Basic | $ 0.59 | $ 0.09 | $ (26.53) | $ 4.85 | ||||
Net income (loss) per common share: | ||||||||
Diluted | $ 0.58 | $ 0.09 | $ (26.53) | $ 4.84 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Total Stock-Based Compensation Expense Included in Company's Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | $ 13 | $ 10 | $ 43 | $ 31 |
Cost of Revenues [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | 1 | 1 | 4 | 4 |
Research and Development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | 2 | 1 | 5 | 4 |
Selling, General and Administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | $ 10 | $ 8 | $ 34 | $ 23 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) $ in Millions | Sep. 30, 2023 USD ($) |
Restructuring Cost and Reserve [Line Items] | |
Total compensation expense related to unvested stock-based awards granted to employees, officers and directors | $ 57 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Activity for RSUs (Detail) - Restricted Stock Units (RSUs) [Member] | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
RSUs, beginning of period | shares | 800,000 |
Granted | shares | 700,000 |
Vested or forfeited | shares | (500,000) |
RSU, end of period | shares | 1,000,000 |
RSUs, Weighted Average Grant Date Fair Value, Beginning of period | $ / shares | $ 118.96 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 87.17 |
Weighted Average Grant Date Fair Value, Vested and Forfeited | $ / shares | 118.64 |
RSUs, Weighted Average Grant Date Fair Value, end of period | $ / shares | $ 98.36 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Jul. 25, 2011 | Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Equity [Abstract] | |||||||
Common stock, value of shares authorized to repurchase | $ 200,000,000 | ||||||
Stock repurchase, shares | 2,600,000 | 0 | 0 | 0 | 0 | ||
Value of shares repurchased | $ 127,000,000 | ||||||
Cash dividends per common share | $ 0.22 | $ 0.22 | $ 0.22 | $ 0.22 | |||
Dividend payment to common shareholders | $ 44,000,000 | $ 37,000,000 |
Business Segment, Geographic _3
Business Segment, Geographic Area, and Significant Customer Information - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2023 Segment | |
Segment Reporting Information [Line Items] | |
Number of reportable segments | 3 |
Business Segment, Geographic _4
Business Segment, Geographic Area, and Significant Customer Information - Net Revenues by Reportable Segment (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Net revenues | $ 932 | $ 954 | $ 2,730 | $ 2,461 |
Vacuum Solutions Division [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 345 | 510 | 1,065 | 1,491 |
Photonics Solutions Division [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 276 | 267 | 751 | 793 |
Materials Solutions Division [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | $ 311 | $ 177 | $ 914 | $ 177 |
Business Segment, Geographic _5
Business Segment, Geographic Area, and Significant Customer Information - Schedule of Reconciles Gross Profit By Reportable Segment To Net (Loss) Income (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||||||
Gross profit | $ 426 | $ 390 | $ 1,231 | $ 1,062 | ||||
Research and development | 71 | 63 | 218 | 168 | ||||
Selling, general and administrative | 167 | 126 | 514 | 319 | ||||
Acquisition and integration costs | 3 | 31 | 14 | 41 | ||||
Restructuring charges | 1 | 5 | 13 | 10 | ||||
Amortization of intangible assets | 68 | 47 | 225 | 77 | ||||
Goodwill and intangible asset impairments | 0 | 0 | 1,827 | 0 | ||||
Gain on sale of long-lived assets | (2) | 0 | (2) | (7) | ||||
Income (loss) from operations | 118 | 118 | (1,578) | 454 | ||||
Interest income | (4) | (1) | (10) | (2) | ||||
Interest expense | 93 | 80 | 266 | 93 | ||||
Other expense (income), net | 7 | (1) | 14 | (4) | ||||
Income (loss) before income taxes | 22 | 40 | (1,848) | 367 | ||||
(Benefit) provision for income taxes | (17) | 34 | (76) | 88 | ||||
Net income (loss) | 39 | $ (1,769) | $ (42) | 6 | $ 130 | $ 143 | (1,772) | 279 |
Vacuum Solutions Division [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Gross profit | 143 | 220 | 443 | 645 | ||||
Photonics Solutions Division [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Gross profit | 115 | 125 | 323 | 372 | ||||
Materials Solutions Division [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Gross profit | $ 168 | $ 45 | $ 465 | $ 45 |
Business Segment, Geographic _6
Business Segment, Geographic Area, and Significant Customer Information - Segment Assets by Reportable Segment (Detail) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Segment Reporting Information [Line Items] | ||
Accounts receivable, net | $ 618 | $ 720 |
Inventories | 1,009 | 977 |
Total assets | 1,627 | 1,697 |
Operating Segments [Member] | Vacuum Solutions Division Member | ||
Segment Reporting Information [Line Items] | ||
Accounts receivable, net | 183 | 270 |
Inventories | 551 | 491 |
Total assets | 734 | 761 |
Operating Segments [Member] | Photonics Solutions Division [Member] | ||
Segment Reporting Information [Line Items] | ||
Accounts receivable, net | 192 | 194 |
Inventories | 294 | 296 |
Total assets | 486 | 490 |
Operating Segments [Member] | Materials Solutions Division [Member] | ||
Segment Reporting Information [Line Items] | ||
Accounts receivable, net | 243 | 256 |
Inventories | 164 | 190 |
Total assets | $ 407 | $ 446 |
Business Segment, Geographic _7
Business Segment, Geographic Area, and Significant Customer Information - Reconciles Segment Assets to Total Assets (Detail) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total segment assets | $ 1,627 | $ 1,697 |
Cash and cash equivalents | 859 | 909 |
Other current assets | 288 | 187 |
Property, plant and equipment, net | 761 | 800 |
Right-of-use assets, net | 227 | 234 |
Other assets | 223 | 186 |
Total assets | 9,140 | 11,495 |
Segment Reconciling Items [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Cash and cash equivalents | 860 | 910 |
Other current assets | 288 | 187 |
Property, plant and equipment, net | 761 | 800 |
Right-of-use assets, net | 227 | 234 |
Goodwill and intangible assets, net | 5,154 | 7,481 |
Other assets | 223 | 186 |
Total assets | $ 9,140 | $ 11,495 |
Business Segment, Geographic _8
Business Segment, Geographic Area, and Significant Customer Information - Schedule of Net Revenues and Long-Lived Assets by Geographic Regions (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Net revenues | $ 932 | $ 954 | $ 2,730 | $ 2,461 | |
Long-lived assets | 1,147 | 1,147 | $ 1,186 | ||
United States [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Net revenues | 317 | 393 | 937 | 1,083 | |
Long-lived assets | 522 | 522 | 508 | ||
China [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Net revenues | 183 | 135 | 505 | 284 | |
Long-lived assets | 154 | 154 | 175 | ||
South Korea [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Net revenues | 99 | 82 | 260 | 260 | |
Japan [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Net revenues | 59 | 46 | 180 | 147 | |
Germany [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Net revenues | 44 | 100 | 181 | 176 | |
Long-lived assets | 146 | 146 | 160 | ||
Other [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Net revenues | 230 | $ 198 | 667 | $ 511 | |
Long-lived assets | $ 325 | $ 325 | $ 343 |
Business Segment, Geographic _9
Business Segment, Geographic Area, and Significant Customer Information - Summary of Goodwill Associated with Reportable Segments (Detail) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Beginning balance, Goodwill Gross Carrying Amount | $ 4,454 | |
Foreign currency translation and measurement period adjustments, Net | (142) | |
Ending balance, Goodwill Gross Carrying Amount | 4,312 | |
Beginning balance, Accumulated Impairment Loss | (146) | |
Impairment charge, Net | (1,626) | |
Ending balance, Accumulated Impairment Loss | (1,772) | |
Goodwill, net of accumulated impairment and foreign currency translation and measurement period adjustments, at September 30, 2023 | 2,540 | $ 4,308 |
Vacuum Solutions Division [Member] | ||
Segment Reporting Information [Line Items] | ||
Beginning balance, Goodwill Gross Carrying Amount | 336 | |
Foreign currency translation and measurement period adjustments, Net | (1) | |
Ending balance, Goodwill Gross Carrying Amount | 335 | |
Beginning balance, Accumulated Impairment Loss | (141) | |
Impairment charge, Net | 0 | |
Ending balance, Accumulated Impairment Loss | (141) | |
Goodwill, net of accumulated impairment and foreign currency translation and measurement period adjustments, at September 30, 2023 | 194 | |
Photonics Solutions Division [Member] | ||
Segment Reporting Information [Line Items] | ||
Beginning balance, Goodwill Gross Carrying Amount | 1,031 | |
Foreign currency translation and measurement period adjustments, Net | (3) | |
Ending balance, Goodwill Gross Carrying Amount | 1,028 | |
Beginning balance, Accumulated Impairment Loss | (5) | |
Impairment charge, Net | (372) | |
Ending balance, Accumulated Impairment Loss | (377) | |
Goodwill, net of accumulated impairment and foreign currency translation and measurement period adjustments, at September 30, 2023 | 651 | |
Materials Solutions Division [Member] | ||
Segment Reporting Information [Line Items] | ||
Beginning balance, Goodwill Gross Carrying Amount | 3,087 | |
Foreign currency translation and measurement period adjustments, Net | (138) | |
Ending balance, Goodwill Gross Carrying Amount | 2,949 | |
Beginning balance, Accumulated Impairment Loss | 0 | |
Impairment charge, Net | (1,254) | |
Ending balance, Accumulated Impairment Loss | (1,254) | |
Goodwill, net of accumulated impairment and foreign currency translation and measurement period adjustments, at September 30, 2023 | $ 1,695 |
Restructuring - Additional Info
Restructuring - Additional Information (Detail) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) Facility | Sep. 30, 2022 USD ($) | |
Restructuring Cost and Other Cost [Line Items] | ||||
Restructuring charges | $ | $ 1 | $ 5 | $ 13 | $ 10 |
Europe [Member] | ||||
Restructuring Cost and Other Cost [Line Items] | ||||
Number of facilities closed | Facility | 2 |
Restructuring - Schedule of Res
Restructuring - Schedule of Restructuring Activities (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | ||||
Restructuring accrual beginning of period | $ 3 | $ 3 | ||
Charged to expense | $ 1 | $ 5 | 13 | 10 |
Payments and adjustments | (10) | (10) | ||
Restructuring accrual end of period | $ 6 | $ 3 | $ 6 | $ 3 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | |||
Oct. 31, 2023 | Oct. 03, 2023 | Oct. 02, 2023 | Sep. 30, 2023 | |
Term SOFR Borrowings [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, interest rate | 2.50% | |||
USD Tranche B [Member] | Term SOFR Borrowings [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, interest rate | 2.75% | |||
USD Tranche B [Member] | Base Rate Borrowings [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, interest rate | 1.75% | |||
USD Tranche A [Member] | Term SOFR Borrowings [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, interest rate | 2.50% | |||
USD Tranche A [Member] | Base Rate Borrowings [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, interest rate | 1.50% | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Repriced loans issuance discount rate | 0.25% | |||
Subsequent Event [Member] | USD Tranche B [Member] | ||||
Subsequent Event [Line Items] | ||||
Prepayment premium percentage of aggregate principal amount | 1% | |||
Subsequent Event [Member] | USD Tranche B [Member] | Term SOFR Borrowings [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, interest rate | 2.50% | 2.75% | ||
Subsequent Event [Member] | USD Tranche B [Member] | Base Rate Borrowings [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, interest rate | 1.50% | 1.75% | ||
Subsequent Event [Member] | USD Tranche A [Member] | ||||
Subsequent Event [Line Items] | ||||
Loan voluntary prepayment amount | $ 100 |