Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 29, 2024 | |
Cover [Abstract] | ||
Amendment Flag | false | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Transition Report | false | |
Current Fiscal Year End Date | --12-31 | |
Document Period End Date | Mar. 31, 2024 | |
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 | 67,196,556 | |
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 | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 845 | $ 875 |
Short-term investments | 1 | 0 |
Accounts receivable, net of allowance for doubtful accounts of $7 and $6 at March 31, 2024 and December 31, 2023, respectively | 576 | 603 |
Inventories | 971 | 991 |
Other current assets | 268 | 227 |
Total current assets | 2,661 | 2,696 |
Property, plant and equipment, net | 766 | 784 |
Right-of-use assets, net | 227 | 225 |
Goodwill | 2,511 | 2,554 |
Intangible assets, net | 2,501 | 2,619 |
Other assets | 265 | 240 |
Total assets | 8,931 | 9,118 |
Current liabilities: | ||
Short-term debt | 50 | 93 |
Accounts payable | 290 | 327 |
Other current liabilities | 381 | 428 |
Total current liabilities | 721 | 848 |
Long-term debt, net | 4,692 | 4,696 |
Non-current deferred taxes | 622 | 640 |
Non-current accrued compensation | 148 | 151 |
Non-current lease liabilities | 210 | 205 |
Other non-current liabilities | 114 | 106 |
Total liabilities | 6,507 | 6,646 |
Commitments and contingencies (Note 16) | ||
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; 67.1 and 66.9 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively | 0 | 0 |
Additional paid-in capital | 2,201 | 2,195 |
Retained earnings | 373 | 373 |
Accumulated other comprehensive loss | (150) | (96) |
Total stockholders’ equity | 2,424 | 2,472 |
Total liabilities and stockholders’ equity | $ 8,931 | $ 9,118 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 7 | $ 6 |
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 | 67,100,000 | 66,900,000 |
Common stock, shares outstanding | 67,100,000 | 66,900,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Net revenues: | ||
Net revenues | $ 868 | $ 794 |
Cost of revenues: | ||
Cost of revenues | 453 | 459 |
Gross profit | 415 | 335 |
Research and development | 70 | 72 |
Selling, general and administrative | 170 | 174 |
Acquisition and integration costs | 1 | 6 |
Restructuring | 3 | 1 |
Fees and expenses related to amendments to the Term Loan Facility | 3 | 0 |
Amortization of intangible assets | 62 | 81 |
Income from operations | 106 | 1 |
Interest income | (6) | (3) |
Interest expense | 87 | 85 |
Loss on extinguishment of debt | 9 | 0 |
Other (income) expense, net | (3) | (2) |
Income (loss) before income taxes | 19 | (79) |
Provision (benefit) for income taxes | 4 | (37) |
Net income (loss) | 15 | (42) |
Other comprehensive income (loss), net of tax: | ||
Changes in value of financial instruments designated as cash flow hedges | 32 | (15) |
Foreign currency translation adjustments | (114) | 45 |
Change in net investment hedge | 20 | (15) |
Unrealized gain on investments | 7 | 0 |
Net unrecognized pension gain (loss) | 1 | (2) |
Total comprehensive loss | $ (39) | $ (29) |
Net income (loss) per share: | ||
Basic | $ 0.22 | $ (0.64) |
Diluted | $ 0.22 | $ (0.64) |
Weighted average common shares outstanding: | ||
Basic | 67 | 66.7 |
Diluted | 67.4 | 66.7 |
Products [Member] | ||
Net revenues: | ||
Net revenues | $ 754 | $ 712 |
Cost of revenues: | ||
Cost of revenues | 398 | 409 |
Services [Member] | ||
Net revenues: | ||
Net revenues | 114 | 82 |
Cost of revenues: | ||
Cost of revenues | $ 55 | $ 50 |
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, 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 income (loss) (net of tax): | |||||
Net Income (Loss) | (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, 2023 | 2,472 | $ 0.1 | 2,195 | 373 | (96) |
Beginning Balance, Shares at Dec. 31, 2023 | 66,900,000 | ||||
Net issuance under stock-based plans | (9) | (9) | |||
Net issuance under stock-based plans, Shares | 200,000 | ||||
Stock-based compensation | 15 | 15 | |||
Cash dividend | (15) | (15) | |||
Comprehensive income (loss) (net of tax): | |||||
Net Income (Loss) | 15 | 15 | |||
Other comprehensive income (loss) | (54) | (54) | |||
Ending Balance at Mar. 31, 2024 | $ 2,424 | $ 0.1 | $ 2,201 | $ 373 | $ (150) |
Ending Balance, Shares at Mar. 31, 2024 | 67,100,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Stockholders' Equity [Abstract] | ||
Cash dividend, per common share | $ 0.22 | $ 0.22 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 15 | $ (42) |
Adjustments to reconcile (loss) net income to net cash provided by operating activities: | ||
Depreciation and amortization | 88 | 107 |
Unrealized loss on derivatives not designated as hedging instruments | 3 | 13 |
Amortization of debt issuance costs and original issue discount | 8 | 8 |
Loss on extinguishment of debt | 9 | 0 |
Stock-based compensation | 15 | 18 |
Provision for excess and obsolete inventory | 11 | 18 |
Deferred income taxes | (36) | (10) |
Other | 2 | 0 |
Changes in operating assets and liabilities, net of effects of business acquired | ||
Accounts receivable | 16 | 150 |
Inventories | (1) | (96) |
Other current and non-current assets | (5) | (14) |
Accounts payable | (32) | (55) |
Accrued compensation | (30) | (34) |
Income taxes payable | 16 | (49) |
Other current and non-current liabilities | (12) | 23 |
Net cash provided by operating activities | 67 | 37 |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | (18) | (17) |
Net cash used in investing activities | (18) | (17) |
Cash flows from financing activities: | ||
Proceeds from borrowings | 761 | 2 |
Payments of borrowings | (806) | (23) |
Payments of deferred financing fees | (2) | 0 |
Dividend payments | (15) | (15) |
Net payments related to employee stock awards | (9) | (6) |
Other financing activities | (1) | (1) |
Net cash used in financing activities | (72) | (43) |
Effect of exchange rate changes on cash and cash equivalents | (7) | (6) |
Decrease in cash and cash equivalents | (30) | (29) |
Cash and cash equivalents at beginning of period | 875 | 909 |
Cash and cash equivalents at end of period | $ 845 | $ 880 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ 15 | $ (42) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 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 Elizabeth A. Mora ( Director ) Adoption ( February 15, 2024 ) Rule 10b5-1 trading arrangement Sale Until March 4, 2025, or such earlier date upon which all transactions are completed or expire without execution Up to 1,100 shares |
Name | Elizabeth A. Mora |
Title | Director |
Rule 10b5-1 Arrangement Adopted | true |
Non-Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | February 15, 2024 |
Aggregate Available | 1,100 |
Nature of Trading Arrangement | Sale |
Duration of Trading Arrangement | Until March 4, 2025, or such earlier date upon which all transactions are completed or expire without execution |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024, and for the three months ended March 31, 2024, 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, 2023 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, 2023 filed with the U.S. Securities and Exchange Commission on February 27, 2024. 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. The Company has three reportable segments: the Vacuum Solutions Division (“VSD”), the Photonics Solutions Division (“PSD”) and the Materials Solutions Division (“MSD”) as described in Note 15. During the quarter ended March 31, 2024 , the Company moved its Optical Sensing Products (“OSP”) product line from the PSD segment to the VSD segment. The purpose of this realignment was to group the OSP products with related semiconductor products within the VSD segment. Prior periods have been recast to reflect this change. The Company reserves the right to make reclassifications between segments. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | (2) Recent Accounting Pronouncements Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker (“CODM”). The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of this ASU on its disclosures within the consolidated financial statements. Income Taxes (Topic 740): Improvements to Income Tax Disclosures In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which focuses on the rate reconciliation and income taxes paid. ASU No. 2023-09 requires a public business entity (“PBE”) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5 % of total income tax payments, net of refunds received. For PBEs, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all period presented. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | (3) Revenue from Contracts with Customers Contract assets as of March 31, 2024 and December 31, 2023 were $ 22 and $ 26 , respectively. A roll-forward of the Company’s deferred revenue and customer advances is as follows: Three Months Ended March 31, 2024 March 31, 2023 Beginning balance, January 1 (1) $ 79 $ 96 Additions to deferred revenue and customer advances 30 43 Amount of deferred revenue and customer advances recognized in income ( 39 ) ( 41 ) Ending balance, March 31 (2) $ 70 $ 98 (1) Beginning balance as of January 1, 2024 included $ 77 of current deferred revenue and customer advances and $ 2 of non-current deferred revenue. Beginning balance as of January 1, 2023 included $ 94 of current deferred revenue and customer advances and $ 2 of non-current deferred revenue. (2) Ending balance as of March 31, 2024 included $ 68 of current deferred revenue and customer advances and $ 2 of non-current deferred revenue. Ending balance as of March 31, 2023 included $ 96 of current deferred revenue and customer advances and $ 2 of non-current deferred revenue. Revenue from certain custom products, including MSD 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 product and service revenue from contracts with customers in MKS’ three reportable segments. Three Months Ended March 31, 2024 VSD PSD MSD Total Net revenues: Products $ 274 $ 214 $ 266 $ 754 Services 58 40 16 114 Total net revenues $ 332 $ 254 $ 282 $ 868 Three Months Ended March 31, 2023 VSD PSD MSD Total Net revenues: Products $ 263 $ 159 $ 291 $ 712 Services 41 27 14 82 Total net revenues $ 304 $ 186 $ 304 $ 794 The following table summarizes revenue from contracts with customers in the Company’s three end markets: Semiconductor, Electronics and Packaging, and Specialty Industrial. Three Months Ended March 31, 2024 2023 Semiconductor $ 351 $ 309 Electronics and Packaging 208 222 Specialty Industrial 309 263 $ 868 $ 794 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | (4) 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 March 31, 2024 and are summarized as follows: Fair Value Measurements at Reporting Date Using Description March 31, 2024 Quoted Prices in Significant Significant Assets: Cash equivalents: Money market funds $ 370 $ 370 $ — $ — 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 6 — 6 — Interest rate hedges - current 21 — 21 Interest rate hedges - non-current 46 — 46 — Pension and deferred compensation plan assets 19 — 19 — Total assets $ 482 $ 370 $ 112 $ — Liabilities: Derivatives Foreign exchange forward contracts $ 1 $ — $ 1 $ — Total liabilities $ 1 $ — $ 1 $ — Reported as follows: Assets: Cash and cash equivalents (1) $ 383 $ 370 $ 13 $ — Short-term investments 1 — 1 — Other current assets 27 — 27 — Total current assets $ 411 $ 370 $ 41 $ — Other assets $ 71 $ — $ 71 $ — Liabilities: Other current liabilities $ 1 $ — $ 1 $ — (1) The cash and cash equivalents amount presented in the table above does not include cash of $ 462 as of March 31, 2024. Assets and liabilities of the Company are measured at fair value on a recurring basis as of December 31, 2023 and are summarized as follows: Fair Value Measurements at Reporting Date Using Description December 31, 2023 Quoted Prices in Significant Significant Assets: Cash equivalents: Money market funds $ 356 $ 356 $ — $ — Time deposits 12 — 12 — Available-for-sale securities: Group insurance contracts 6 — 6 — Derivatives Foreign exchange forward contracts 2 — 2 — Interest rate hedge - current 3 — 3 — Interest rate hedge - non-current 41 — 41 — Pension and deferred compensation plan assets 19 — 19 — Total assets $ 439 $ 356 $ 83 $ — Liabilities: Derivatives Foreign exchange forward contracts $ 5 $ — $ 5 $ — Total liabilities $ 5 $ — $ 5 $ — Reported as follows: Assets: Cash and cash equivalents (1) $ 368 $ 356 $ 12 $ — Other current assets 5 — 5 — Total current assets $ 373 $ 356 $ 17 $ — Other assets $ 66 $ — $ 66 $ — Liabilities: Other current liabilities $ 5 $ — $ 5 $ — (1) The cash and cash equivalents amount presented in the table above does not include cash of $ 507 as of December 31, 2023 . Other Fair Value Disclosures The estimated carrying value and fair value of the Company’s debt as of March 31, 2024 and December 31, 2023 are as follows: March 31, 2024 December 31, 2023 Carrying Value Fair Value Carrying Value Fair Value Outstanding debt $ 4,891 $ 4,894 $ 4,953 $ 4,965 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 and Net Investment
Derivatives and Net Investment Hedge | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Net Investment Hedge | (5) Derivatives and Net Investment Hedge 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 (income) expense, net. The following tables summarize the primary net hedging positions and fair values of foreign exchange forward contracts outstanding as of March 31, 2024 and December 31, 2023: March 31, 2024 Currency Hedged (Buy/Sell) Net Notional Fair Value Asset (Liability) U.S. dollar/Japanese yen $ 62 $ 3 U.S. dollar/South Korean won 65 1 U.S. dollar/Taiwan dollar 20 1 U.S. dollar/Singapore dollar 1 — U.S. dollar/Chinese renminbi 5 — Euro/U.S. dollar 77 — Euro/Chinese renminbi 2 — Euro/Canadian dollar 1 — U.S. dollar/Mexican peso 4 — U.K. pound sterling/U.S. dollar 24 — Canadian dollar/U.S. dollar 1 — Total $ 262 $ 5 December 31, 2023 Currency Hedged (Buy/Sell) Net Notional Fair Value (Liability) Asset U.S. dollar/Japanese yen $ 65 $ — U.S. dollar/South Korean won 70 ( 3 ) U.S. dollar/Taiwan dollar 22 — U.S. dollar/Singapore dollar 1 — U.S. dollar/Chinese renminbi 8 — Euro/U.S. dollar 71 — Euro/Chinese renminbi 4 — Euro/Canadian dollar 1 — U.S. dollar/Mexican peso 5 — U.K. pound sterling/U.S. dollar 19 — Total $ 266 $ ( 3 ) The following table summarizes the net gains (losses) on derivatives designated as cash flow hedging instruments: Three Months Ended 2024 2023 Foreign exchange forward contracts and interest rate hedges: Net gains (losses) recognized in accumulated OCI $ 32 $ ( 15 ) Net gains (losses) reclassified from accumulated OCI into income $ — $ 1 In the above table, the Company corrected for an immaterial presentation error in the prior period net gains (losses) reclassified from accumulated OCI into income. The net amount of existing gains as of March 31, 2024 expected to be reclassified from OCI into earnings within the next 12 months is immaterial. Net Investment Hedges On January 1, 2023, the Company designated certain Euro-denominated debt as a net investment hedge to hedge a portion of its net investments in certain of its entities with functional currencies denominated in the Euro. On January 22, 2024, the Company prepaid its USD Tranche A in full using, in part, a € 250 incremental borrowing under its Euro Tranche B, each as defined and further described in Note 8. On January 22, 2024, the Company designated the additional € 250 of its Euro Tranche B as a net investment hedge. As of March 31, 2024 , the total outstanding under its Euro Tranche B was € 840 and the entire balance was designated as a net investment hedge. As of December 31, 2023 , the Company designated as a net investment hedge € 593 of its Euro Tranche B. For these net investment hedges, the Company defers recognition of the foreign currency remeasurement gains and losses within the foreign currency translation adjustment component of 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 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 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 March 31, 2024 and December 31, 2023: March 31, December 31, Effective Date Maturity Fixed Notional Notional Amount at March 31, 2024 Fair Fair Interest Rate Swaps June 30, 2023 February 28, 2025 0.391 % $ 200 $ 200 $ 8 $ 9 June 30, 2023 February 28, 2025 0.543 % 300 300 12 14 September 30, 2022 September 30, 2026 3.156 % 350 350 10 5 January 2, 2024 January 31, 2028 2.841 % 250 250 11 7 September 30, 2022 September 30, 2027 3.198 % 350 350 10 5 January 2, 2024 January 31, 2029 2.986 % 250 250 10 6 September 30, 2022 September 30, 2026 3.358 % 600 400 9 5 December 28, 2023 December 31, 2027 4.550 % 500 500 ( 3 ) ( 10 ) 2,800 2,600 67 41 Interest Rate Caps June 30, 2023 January 31, 2024 0.805 % 350 — — 1 June 30, 2023 January 31, 2024 0.805 % 350 — — 2 700 — — 3 Total $ 3,500 $ 2,600 $ 67 $ 44 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 net losses on derivatives not designated as hedging instruments, consisting of balance sheet hedges and interest rate caps: Three Months Ended 2024 2023 Net gains (losses) recognized in income $ ( 4 ) $ ( 10 ) In the above table, the Company corrected for an immaterial presentation error in the prior period net gains (losses) recognized in income. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Inventories | (6) Inventories Inventories consist of the following: March 31, 2024 December 31, 2023 Raw materials $ 735 $ 740 Work-in-process 88 94 Finished goods 148 157 Total $ 971 $ 991 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2024 | |
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. The changes in the carrying amount of goodwill and accumulated impairment loss during the three months ended March 31, 2024 were as follows: Gross Accumulated Net Beginning balance, January 1, 2024 $ 4,387 $ ( 1,833 ) $ 2,554 Foreign currency translation and measurement period adjustments ( 43 ) — ( 43 ) Ending balance, March 31, 2024 $ 4,344 $ ( 1,833 ) $ 2,511 Intangible Assets The Company’s intangible assets are comprised of the following: As of March 31, 2024: Gross Accumulated Impairment Charges Accumulated Amortization Foreign Currency Translation Net Completed technology $ 1,268 $ ( 152 ) $ ( 428 ) $ ( 19 ) $ 669 Customer relationships 2,072 ( 1 ) ( 371 ) ( 55 ) 1,645 Patents, trademarks, trade names and other 381 ( 63 ) ( 121 ) ( 10 ) 187 $ 3,721 $ ( 216 ) $ ( 920 ) $ ( 84 ) $ 2,501 As of December 31, 2023: Gross Accumulated Accumulated Foreign Currency Translation and Measurement Period Adjustments Net Completed technology $ 1,268 $ ( 152 ) $ ( 405 ) $ ( 4 ) $ 707 Customer relationships 2,072 ( 1 ) ( 335 ) ( 17 ) 1,719 Patents, trademarks, trade names and other 381 ( 63 ) ( 118 ) ( 7 ) 193 $ 3,721 $ ( 216 ) $ ( 858 ) $ ( 28 ) $ 2,619 Aggregate amortization expense related to acquired intangible assets for the three months ended March 31, 2024 and 2023 was $ 62 and $ 81 , respectively. During the three months ended March 31, 2023, $ 9 of in-process research and development was written off to amortization expense as certain projects were cancelled. Aggregate net amortization expense related to acquired intangible assets for future years is as follows: Year Amount 2024 (remaining) $ 186 2025 247 2026 244 2027 242 2028 242 2029 240 Thereafter 1,044 The Company excluded from the above table intangible assets of $ 56 of indefinite-lived trademarks and trade names, which were not subject to amortization. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt | (8) Debt The Company’s outstanding debt is as follows: March 31, 2024 December 31, 2023 Short-term debt: Term Loan Facility $ 50 $ 93 Long-term debt, net: Term Loan Facility $ 4,692 $ 4,696 Long-term debt is net of deferred financing fees, original issuance discount and repricing fees in the aggregate amount of $ 149 and $ 164 as of March 31, 2024 and December 31, 2023, respectively. Credit Facilities In connection with the completion of the Atotech Acquisition, on August 17, 2022 (the “Effective Date”) 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 “Credit Agreement”). The Credit Agreement provided for (i) a senior secured term loan facility comprised of three tranches: a $ 1,000 loan (the “USD Tranche A”), a $ 3,600 loan (as further increased, refinanced and otherwise modified as described herein, the “USD Tranche B”) and a € 600 loan (as further increased and otherwise modified as described herein, the “Euro Tranche B” and together with the USD Tranche A and the USD Tranche B, the “Term Loan Facility”), each of which were borrowed in full on the Effective Date, and (ii) a senior secured revolving credit facility of $ 500 (as further increased and otherwise modified as described herein, the “Revolving Facility” and, together with the Term Loan Facility, the “Credit Facilities”), with the commitments under each of the foregoing facilities subject to increase from time to time subject to certain conditions. The proceeds of the 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 existing term loan and revolving credit facilities of the Company and certain indebtedness of Atotech. Initially, borrowings under the Credit Facilities bore 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 Revolving Facility and the USD Tranche B, (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 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 % . Initially, the applicable margins for borrowings under the Credit Facilities were (i) under the USD Tranche A, 1.50 % with respect to base rate borrowings and 2.50 % with respect to Term SOFR borrowings, (ii) under the USD Tranche B, 1.75 % with respect to base rate borrowings and 2.75 % with respect to Term SOFR borrowings, (iii) under the Euro Tranche B, 3.00 % and (iv) under the Revolving Facility, 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 Credit Facilities, the Company is required to pay a commitment fee in respect of the unutilized commitments under the Revolving Facility. The commitment fee is 0.375 % per annum. 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 fiscal quarter. The Company must also pay customary letter of credit fees and agency fees. On October 3, 2023 (the “First Amendment Effective Date”), the Company entered into the First Amendment to Credit Agreement (the “First Amendment”), which refinanced all of the $ 3,564 outstanding USD Tranche B to (i) decrease the applicable margin for the USD Tranche B to 1.50 % with respect to base rate borrowings and 2.50 % with respect to Term SOFR borrowings and (ii) remove the credit spread adjustment applicable to Term SOFR borrowings of the USD Tranche B. On January 22, 2024 (the “Second Amendment Effective Date”), the Company entered into the Second Amendment to Credit Agreement (the “Second Amendment”), pursuant to which the Company (i) borrowed additional USD Tranche B loans in an aggregate principal amount of $ 490 and additional Euro Tranche B loans in an aggregate principal amount of € 250 (collectively, the “Incremental Tranche B Loans”) and (ii) used a portion of the proceeds of the Incremental Tranche B Loans to prepay the USD Tranche A in full in an aggregate principal amount of $ 744 . On February 13, 2024, the Company entered into the Third Amendment to Credit Agreement (the “Third Amendment”), pursuant to which the Company increased the available borrowing capacity under the Revolving Facility by $ 175 (the “Incremental Revolving Commitments”). As of March 31, 2024, the available borrowing capacity under the Revolving Facility was $ 675 . 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 on the Effective Date with original issue discount of 2.00 % of the principal amounts thereof. The USD Tranche B was issued on the First Amendment Effective Date with original issue discount of 0.25 % of the principal amount thereof. The Incremental Tranche B Loans were issued with original issue discount of 0.25 % of the principal amount thereof. The Company incurred $ 242 of deferred financing fees and original issue discount related to the term loans under the Term Loan Facility funded on the Effective Date, which are included in long-term debt, net in the accompanying consolidated balance sheets and are being amortized to interest expense over the estimated life of the term loans using the effective interest method. The Company incurred $ 11 of deferred financing fees and original issue discount related to the USD Tranche B funded on the First Amendment Effective Date, of which $ 9 is included in long-term debt, net in the accompanying consolidated balance sheets and is being amortized to interest expense over the estimated life of the term loans using the effective interest method. The Company recorded an $ 8 loss on extinguishment of debt in connection with the First Amendment. The Company incurred $ 5 of deferred financing fees and original issue discount related to the Incremental Tranche B Loans funded on the Second Amendment Effective Date, of which $ 2 is included in long-term debt, net in the accompanying consolidated balance sheets and is being amortized to interest expense over the estimated life of the term loans using the effective interest method. The Company recorded a $ 9 loss on extinguishment of debt in connection with the Second Amendment. Under the 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 incurrence 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 Revolving Facility exceeds the aggregate commitments under the 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 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 six months after the Second Amendment Effective Date, the Company prepays any loans under the USD Tranche B or the Euro Tranche B in connection with a repricing transaction, the Company must 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 Revolving Facility. Prior to the repayment in full of the USD Tranche A, the Company was required to make scheduled quarterly payments each equal to 1.25 % of the original principal amount of the USD Tranche A. The Company is required to make scheduled quarterly payments each equal to approximately 0.25 % of the aggregate principal amount of each of the Euro Tranche B and the USD Tranche B as of the Second Amendment Effective Date, in each case with the balance due thereunder on the seventh anniversary of the Effective Date. There is no scheduled amortization under the Revolving Facility. Any principal amount outstanding under the Revolving Facility is due and payable in full on the fifth anniversary of the Effective Date. All obligations under the 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 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 earnings before interest, taxes, depreciation, and amortization (“EBITDA”), plus (y) an amount equal to the sum of all voluntary prepayments of term loans under the 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 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 5.25 to 1.00 for the fiscal quarters ending December 31, 2023 through September 30, 2024, 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 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 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 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 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 Credit Facilities will be entitled to take various actions, including the acceleration of amounts due under the Credit Facilities and all actions permitted to be taken by a secured creditor. As of March 31, 2024, the Company was in compliance with all covenants under the Credit Agreement. The Company paid certain customary fees to and expenses of (i) JPMorgan Chase Bank, N.A., Barclays Bank PLC, BofA Securities, Inc., Citibank, N.A., HSBC Securities (USA) Inc. and Mizuho Bank, Ltd. in their respective capacities as lead arrangers and bookrunners in connection with the Credit Facilities on the Effective Date, (ii) JPMorgan Chase Bank, N.A. in its capacity as lead arranger in connection with each of the First Amendment, the Second Amendment and the Third Amendment and (iii) the lenders providing the Incremental Revolving Commitments pursuant to the Third Amendment. As of March 31, 2024, the outstanding principal of the Term Loan Facility was $ 4,891 and the weighted average interest rate was 7.6 % . The Revolving Facility has a maturity date in August 2027 while the Incremental Tranche B Loans have a maturity in August 2029. As of March 31, 2024 , there were no borrowings under the 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 March 31, 2024 and December 31, 2023 of up to an equivalent of $ 20 and $ 14 , respectively. There were no borrowings outstanding under these arrangements at March 31, 2024 and December 31, 2023. Contractual maturities of the Company’s debt obligations as of March 31, 2024 are as follows: Year Amount 2024 (remaining) $ 38 2025 50 2026 50 2027 50 2028 50 2029 4,653 |
Product Warranties
Product Warranties | 3 Months Ended |
Mar. 31, 2024 | |
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: Three Months Ended March 31, 2024 2023 Beginning of period $ 22 $ 27 Provision for product warranties 5 3 Charges to warranty liability ( 6 ) ( 3 ) End of period $ 21 $ 28 As of March 31, 2024, short-term product warranties of $ 16 and long-term product warranties of $ 5 were included within other current liabilities and other non-current liabilities, respectively, within the accompanying condensed consolidated balance sheet. As of March 31, 2023, short-term product warranties of $ 20 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. |
Other Current Liabilities
Other Current Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Other Liabilities, Current [Abstract] | |
Other Current Liabilities | (10) Other Current Liabilities Other current liabilities consisted of the following: March 31, 2024 December 31, 2023 Accrued compensation and other employee-related obligations $ 128 $ 159 Deferred revenue and customer advances 68 77 Income taxes payable 53 57 Lease liabilities 29 30 Other 103 105 Total other current liabilities $ 381 $ 428 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (11) Income Taxes The Company’s effective tax rate for the three months ended March 31, 2024 was 23.1 % . The Company’s effective tax rate for the three months ended March 31, 2024 was higher than the U.S. statutory tax rate mainly due to an expected increase in foreign withholding taxes and U.S. base erosion and anti-abuse tax, partially offset by the U.S. deduction for foreign derived intangible income (“FDII”) and research and development credits. The Company’s effective tax rate for the three months ended March 31, 2023 was 46.6 % . The Company’s effective tax rate for the three months ended March 31, 2023 was higher than the U.S. statutory tax rate mainly due to the geographic mix of income earned by the Company’s international subsidiaries being taxed at higher rates than the U.S. statutory rate, offset by the U.S. foreign tax credit and the U.S. deduction for FDII. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 2023 Numerator: Net income (loss) $ 15 $ ( 42 ) Denominator: Shares used in net income (loss) per common share – basic 67.0 66.7 Effect of dilutive securities 0.4 — Shares used in net income (loss) per common share – diluted 67.4 66.7 Net income (loss) per common share: Basic $ 0.22 $ ( 0.64 ) Diluted $ 0.22 $ ( 0.64 ) 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 months ended March 31, 2024 and 2023, 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 | 3 Months Ended |
Mar. 31, 2024 | |
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. The total stock-based compensation expense included in the Company’s condensed consolidated statements of operations and comprehensive income (loss) was as follows: Three Months Ended March 31, 2024 2023 Cost of revenues $ 1 $ 1 Research and development 2 1 Selling, general and administrative 12 16 Total stock-based compensation expense $ 15 $ 18 At March 31, 2024, the total compensation expense related to unvested stock-based awards granted to employees and directors under the Plans that had not been recognized was $ 41 . Stock-based awards include (i) time-based RSUs, (ii) performance-based RSUs based on the achievement of adjusted EBITDA targets (the “Adjusted EBITDA RSUs”), (iii) performance-based RSUs based on the Company’s total shareholder return relative to a group of peers over a three-year performance period (the “rTSR RSUs”) and (iv) employee stock purchase plan rights. The Company determines the fair value of time-based RSUs based on the closing market price of the Company’s common stock on the date of the award. The Company determines the original fair value of Adjusted EBITDA RSUs based upon the closing market price of the Company’s stock on the date of the award, and adjusts the fair value quarterly during the first year based upon actual and forecasted results against Adjusted EBITDA targets. The Company estimates the fair value of rTSR RSUs using the Monte Carlo simulation model, which requires the use of highly subjective and complex assumptions, including the price volatility of the underlying stock. The Company estimates the fair value of employee stock purchase plan rights using the Black-Scholes valuation method. Such values are recognized as expense on a straight-line basis for time-based awards and rTSR RSUs and using the accelerated graded vesting method for Adjusted EBITDA RSUs, all over the requisite service periods. The following table presents the activity for RSUs under the Plans: Three Months Ended March 31, 2024 Quantity Weighted Average RSUs – beginning of period 1.0 $ 98.36 Granted 0.1 $ 129.92 Vested or forfeited ( 0.2 ) $ 112.27 RSUs – end of period 0.9 $ 99.09 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2024 | |
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 will depend 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 months ended March 31, 2024 and 2023 , there were no repurchases of common stock. 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 the first quarters of 2024 and 2023 , the Company’s Board of Directors declared a cash dividend of $ 0.22 per share, each of which totaled $ 15 . On May 7, 2024 , the Company’s Board of Directors declared a quarterly cash dividend of $ 0.22 per share to be paid on June 7, 2024 to stockholders of record as of May 28, 2024 . 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. |
Business Segment and Geographic
Business Segment and Geographic Information | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Business Segment and Geographic Information | (15) Business Segment and Geographic Information The Company has three reportable segments: VSD, PSD and MSD. The Company’s 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, electronics and packaging and specialty industrial applications. VSD products are derived from the Company’s 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, temperature sensing, and vacuum technology. PSD provides a full range of solutions including lasers, beam measurement and profiling, precision motion control, vibration isolation systems, photonics instruments, 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. 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. During the quarter ended March 31, 2024, the Company moved its OSP product line from the PSD segment to the VSD segment. The purpose of this realignment was to better align the OSP products with semiconductor related products within the VSD segment. Prior periods have been recast to reflect this change. The following table sets forth net revenues by reportable segment: Three Months Ended March 31, 2024 2023 VSD $ 332 $ 304 PSD 254 186 MSD 282 304 $ 868 $ 794 The following table reconciles gross profit by reportable segment to net income (loss): Three Months Ended March 31, 2024 2023 Gross profit by reportable segment: VSD $ 140 $ 113 PSD 118 75 MSD 157 147 Total gross profit by reportable segment 415 335 Operating expenses: Research and development 70 72 Selling, general and administrative 170 174 Acquisition and integration costs 1 6 Restructuring 3 1 Fees and expenses related to amendments to the Term Loan Facility 3 — Amortization of intangible assets 62 81 Income from operations 106 1 Interest income ( 6 ) ( 3 ) Interest expense 87 85 Loss on extinguishment of debt 9 — Other (income) expense, net ( 3 ) ( 2 ) Income (loss) before income taxes 19 ( 79 ) Provision (benefit) for income taxes 4 ( 37 ) Net income (loss) $ 15 $ ( 42 ) Interest income, interest expense and income tax provision (benefit) 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: March 31, 2024 Accounts Inventories Total VSD $ 173 $ 541 $ 714 PSD 172 275 447 MSD 231 155 386 Total segment assets $ 576 $ 971 $ 1,547 December 31, 2023 Accounts Inventories Total VSD $ 181 $ 553 $ 734 PSD 171 283 454 MSD 251 155 406 Total segment assets $ 603 $ 991 $ 1,594 The following table reconciles total segment assets to total assets: March 31, 2024 December 31, 2023 Total segment assets $ 1,547 $ 1,594 Cash and cash equivalents and short-term investments 846 875 Other current assets 268 227 Property, plant and equipment, net 766 784 Right-of-use assets, net 227 225 Goodwill and intangible assets, net 5,012 5,173 Other assets 265 240 Total assets $ 8,931 $ 9,118 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 March 31, Net revenues: 2024 2023 United States $ 308 $ 254 China 157 147 Germany 73 73 South Korea 72 74 Japan 49 50 Other 209 196 $ 868 $ 794 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: March 31, 2024 December 31, 2023 United States $ 461 $ 459 China 166 163 Germany 141 149 Other 317 326 $ 1,085 $ 1,097 Goodwill associated with each of the Company’s reportable segments is as follows: VSD PSD MSD Total Reportable segment: Gross goodwill, at December 31, 2023 $ 359 $ 1,007 $ 3,021 $ 4,387 Foreign currency translation ( 1 ) ( 1 ) ( 41 ) ( 43 ) Gross goodwill, at March 31, 2024 358 1,006 2,980 4,344 Accumulated goodwill impairment, at December 31, 2023 and March 31, 2024 ( 141 ) ( 390 ) ( 1,302 ) ( 1,833 ) Goodwill, net of accumulated impairment and foreign currency translation, at March 31, 2024 $ 217 $ 616 $ 1,678 $ 2,511 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (16) 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. |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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: Three Months Ended March 31, 2024 March 31, 2023 Beginning balance, January 1 (1) $ 79 $ 96 Additions to deferred revenue and customer advances 30 43 Amount of deferred revenue and customer advances recognized in income ( 39 ) ( 41 ) Ending balance, March 31 (2) $ 70 $ 98 (1) Beginning balance as of January 1, 2024 included $ 77 of current deferred revenue and customer advances and $ 2 of non-current deferred revenue. Beginning balance as of January 1, 2023 included $ 94 of current deferred revenue and customer advances and $ 2 of non-current deferred revenue. (2) Ending balance as of March 31, 2024 included $ 68 of current deferred revenue and customer advances and $ 2 of non-current deferred revenue. Ending balance as of March 31, 2023 included $ 96 of current deferred revenue and customer advances and $ 2 of non-current deferred revenue. |
Summary of Revenue from Contracts with Customers | The following tables summarize product and service revenue from contracts with customers in MKS’ three reportable segments. Three Months Ended March 31, 2024 VSD PSD MSD Total Net revenues: Products $ 274 $ 214 $ 266 $ 754 Services 58 40 16 114 Total net revenues $ 332 $ 254 $ 282 $ 868 Three Months Ended March 31, 2023 VSD PSD MSD Total Net revenues: Products $ 263 $ 159 $ 291 $ 712 Services 41 27 14 82 Total net revenues $ 304 $ 186 $ 304 $ 794 The following table summarizes revenue from contracts with customers in the Company’s three end markets: Semiconductor, Electronics and Packaging, and Specialty Industrial. Three Months Ended March 31, 2024 2023 Semiconductor $ 351 $ 309 Electronics and Packaging 208 222 Specialty Industrial 309 263 $ 868 $ 794 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 and are summarized as follows: Fair Value Measurements at Reporting Date Using Description March 31, 2024 Quoted Prices in Significant Significant Assets: Cash equivalents: Money market funds $ 370 $ 370 $ — $ — 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 6 — 6 — Interest rate hedges - current 21 — 21 Interest rate hedges - non-current 46 — 46 — Pension and deferred compensation plan assets 19 — 19 — Total assets $ 482 $ 370 $ 112 $ — Liabilities: Derivatives Foreign exchange forward contracts $ 1 $ — $ 1 $ — Total liabilities $ 1 $ — $ 1 $ — Reported as follows: Assets: Cash and cash equivalents (1) $ 383 $ 370 $ 13 $ — Short-term investments 1 — 1 — Other current assets 27 — 27 — Total current assets $ 411 $ 370 $ 41 $ — Other assets $ 71 $ — $ 71 $ — Liabilities: Other current liabilities $ 1 $ — $ 1 $ — (1) The cash and cash equivalents amount presented in the table above does not include cash of $ 462 as of March 31, 2024. Assets and liabilities of the Company are measured at fair value on a recurring basis as of December 31, 2023 and are summarized as follows: Fair Value Measurements at Reporting Date Using Description December 31, 2023 Quoted Prices in Significant Significant Assets: Cash equivalents: Money market funds $ 356 $ 356 $ — $ — Time deposits 12 — 12 — Available-for-sale securities: Group insurance contracts 6 — 6 — Derivatives Foreign exchange forward contracts 2 — 2 — Interest rate hedge - current 3 — 3 — Interest rate hedge - non-current 41 — 41 — Pension and deferred compensation plan assets 19 — 19 — Total assets $ 439 $ 356 $ 83 $ — Liabilities: Derivatives Foreign exchange forward contracts $ 5 $ — $ 5 $ — Total liabilities $ 5 $ — $ 5 $ — Reported as follows: Assets: Cash and cash equivalents (1) $ 368 $ 356 $ 12 $ — Other current assets 5 — 5 — Total current assets $ 373 $ 356 $ 17 $ — Other assets $ 66 $ — $ 66 $ — Liabilities: Other current liabilities $ 5 $ — $ 5 $ — (1) The cash and cash equivalents amount presented in the table above does not include cash of $ 507 as of December 31, 2023 . |
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 March 31, 2024 and December 31, 2023 are as follows: March 31, 2024 December 31, 2023 Carrying Value Fair Value Carrying Value Fair Value Outstanding debt $ 4,891 $ 4,894 $ 4,953 $ 4,965 |
Derivatives and Net Investmen_2
Derivatives and Net Investment Hedge (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 and December 31, 2023: March 31, 2024 Currency Hedged (Buy/Sell) Net Notional Fair Value Asset (Liability) U.S. dollar/Japanese yen $ 62 $ 3 U.S. dollar/South Korean won 65 1 U.S. dollar/Taiwan dollar 20 1 U.S. dollar/Singapore dollar 1 — U.S. dollar/Chinese renminbi 5 — Euro/U.S. dollar 77 — Euro/Chinese renminbi 2 — Euro/Canadian dollar 1 — U.S. dollar/Mexican peso 4 — U.K. pound sterling/U.S. dollar 24 — Canadian dollar/U.S. dollar 1 — Total $ 262 $ 5 December 31, 2023 Currency Hedged (Buy/Sell) Net Notional Fair Value (Liability) Asset U.S. dollar/Japanese yen $ 65 $ — U.S. dollar/South Korean won 70 ( 3 ) U.S. dollar/Taiwan dollar 22 — U.S. dollar/Singapore dollar 1 — U.S. dollar/Chinese renminbi 8 — Euro/U.S. dollar 71 — Euro/Chinese renminbi 4 — Euro/Canadian dollar 1 — U.S. dollar/Mexican peso 5 — U.K. pound sterling/U.S. dollar 19 — Total $ 266 $ ( 3 ) |
Summary of Net Gains (Losses) on Derivatives Designated as Cash Flow Hedging Instruments | The following table summarizes the net gains (losses) on derivatives designated as cash flow hedging instruments: Three Months Ended 2024 2023 Foreign exchange forward contracts and interest rate hedges: Net gains (losses) recognized in accumulated OCI $ 32 $ ( 15 ) Net gains (losses) reclassified from accumulated OCI into income $ — $ 1 |
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 March 31, 2024 and December 31, 2023: March 31, December 31, Effective Date Maturity Fixed Notional Notional Amount at March 31, 2024 Fair Fair Interest Rate Swaps June 30, 2023 February 28, 2025 0.391 % $ 200 $ 200 $ 8 $ 9 June 30, 2023 February 28, 2025 0.543 % 300 300 12 14 September 30, 2022 September 30, 2026 3.156 % 350 350 10 5 January 2, 2024 January 31, 2028 2.841 % 250 250 11 7 September 30, 2022 September 30, 2027 3.198 % 350 350 10 5 January 2, 2024 January 31, 2029 2.986 % 250 250 10 6 September 30, 2022 September 30, 2026 3.358 % 600 400 9 5 December 28, 2023 December 31, 2027 4.550 % 500 500 ( 3 ) ( 10 ) 2,800 2,600 67 41 Interest Rate Caps June 30, 2023 January 31, 2024 0.805 % 350 — — 1 June 30, 2023 January 31, 2024 0.805 % 350 — — 2 700 — — 3 Total $ 3,500 $ 2,600 $ 67 $ 44 |
Summary of Net Losses on Derivatives Not Designated as Hedging Instruments | The following table summarizes the net losses on derivatives not designated as hedging instruments, consisting of balance sheet hedges and interest rate caps: Three Months Ended 2024 2023 Net gains (losses) recognized in income $ ( 4 ) $ ( 10 ) |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | Inventories consist of the following: March 31, 2024 December 31, 2023 Raw materials $ 735 $ 740 Work-in-process 88 94 Finished goods 148 157 Total $ 971 $ 991 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | The changes in the carrying amount of goodwill and accumulated impairment loss during the three months ended March 31, 2024 were as follows: Gross Accumulated Net Beginning balance, January 1, 2024 $ 4,387 $ ( 1,833 ) $ 2,554 Foreign currency translation and measurement period adjustments ( 43 ) — ( 43 ) Ending balance, March 31, 2024 $ 4,344 $ ( 1,833 ) $ 2,511 |
Intangible Assets | The Company’s intangible assets are comprised of the following: As of March 31, 2024: Gross Accumulated Impairment Charges Accumulated Amortization Foreign Currency Translation Net Completed technology $ 1,268 $ ( 152 ) $ ( 428 ) $ ( 19 ) $ 669 Customer relationships 2,072 ( 1 ) ( 371 ) ( 55 ) 1,645 Patents, trademarks, trade names and other 381 ( 63 ) ( 121 ) ( 10 ) 187 $ 3,721 $ ( 216 ) $ ( 920 ) $ ( 84 ) $ 2,501 As of December 31, 2023: Gross Accumulated Accumulated Foreign Currency Translation and Measurement Period Adjustments Net Completed technology $ 1,268 $ ( 152 ) $ ( 405 ) $ ( 4 ) $ 707 Customer relationships 2,072 ( 1 ) ( 335 ) ( 17 ) 1,719 Patents, trademarks, trade names and other 381 ( 63 ) ( 118 ) ( 7 ) 193 $ 3,721 $ ( 216 ) $ ( 858 ) $ ( 28 ) $ 2,619 |
Estimated Net Amortization Expense | Aggregate net amortization expense related to acquired intangible assets for future years is as follows: Year Amount 2024 (remaining) $ 186 2025 247 2026 244 2027 242 2028 242 2029 240 Thereafter 1,044 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Short-Term Debt | The Company’s outstanding debt is as follows: March 31, 2024 December 31, 2023 Short-term debt: Term Loan Facility $ 50 $ 93 Long-term debt, net: Term Loan Facility $ 4,692 $ 4,696 |
Schedule of Contractual Maturities of Debt Obligations | Contractual maturities of the Company’s debt obligations as of March 31, 2024 are as follows: Year Amount 2024 (remaining) $ 38 2025 50 2026 50 2027 50 2028 50 2029 4,653 |
Product Warranties (Tables)
Product Warranties (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Guarantees and Product Warranties [Abstract] | |
Product Warranty Activities | Product warranty activities were as follows: Three Months Ended March 31, 2024 2023 Beginning of period $ 22 $ 27 Provision for product warranties 5 3 Charges to warranty liability ( 6 ) ( 3 ) End of period $ 21 $ 28 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Other Liabilities, Current [Abstract] | |
Summary of Other Current Liabilities | Other current liabilities consisted of the following: March 31, 2024 December 31, 2023 Accrued compensation and other employee-related obligations $ 128 $ 159 Deferred revenue and customer advances 68 77 Income taxes payable 53 57 Lease liabilities 29 30 Other 103 105 Total other current liabilities $ 381 $ 428 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 2023 Numerator: Net income (loss) $ 15 $ ( 42 ) Denominator: Shares used in net income (loss) per common share – basic 67.0 66.7 Effect of dilutive securities 0.4 — Shares used in net income (loss) per common share – diluted 67.4 66.7 Net income (loss) per common share: Basic $ 0.22 $ ( 0.64 ) Diluted $ 0.22 $ ( 0.64 ) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Total Stock-Based Compensation Expense Included in Company's Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) | The total stock-based compensation expense included in the Company’s condensed consolidated statements of operations and comprehensive income (loss) was as follows: Three Months Ended March 31, 2024 2023 Cost of revenues $ 1 $ 1 Research and development 2 1 Selling, general and administrative 12 16 Total stock-based compensation expense $ 15 $ 18 |
Summary of Activity for RSUs | The following table presents the activity for RSUs under the Plans: Three Months Ended March 31, 2024 Quantity Weighted Average RSUs – beginning of period 1.0 $ 98.36 Granted 0.1 $ 129.92 Vested or forfeited ( 0.2 ) $ 112.27 RSUs – end of period 0.9 $ 99.09 |
Business Segment and Geograph_2
Business Segment and Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Net Revenues, Assets and Goodwill by Reportable Segment | The following table sets forth net revenues by reportable segment: Three Months Ended March 31, 2024 2023 VSD $ 332 $ 304 PSD 254 186 MSD 282 304 $ 868 $ 794 The following table sets forth segment assets by reportable segment: March 31, 2024 Accounts Inventories Total VSD $ 173 $ 541 $ 714 PSD 172 275 447 MSD 231 155 386 Total segment assets $ 576 $ 971 $ 1,547 December 31, 2023 Accounts Inventories Total VSD $ 181 $ 553 $ 734 PSD 171 283 454 MSD 251 155 406 Total segment assets $ 603 $ 991 $ 1,594 Goodwill associated with each of the Company’s reportable segments is as follows: VSD PSD MSD Total Reportable segment: Gross goodwill, at December 31, 2023 $ 359 $ 1,007 $ 3,021 $ 4,387 Foreign currency translation ( 1 ) ( 1 ) ( 41 ) ( 43 ) Gross goodwill, at March 31, 2024 358 1,006 2,980 4,344 Accumulated goodwill impairment, at December 31, 2023 and March 31, 2024 ( 141 ) ( 390 ) ( 1,302 ) ( 1,833 ) Goodwill, net of accumulated impairment and foreign currency translation, at March 31, 2024 $ 217 $ 616 $ 1,678 $ 2,511 |
Schedule of Reconciles Gross Profit By Reportable Segment To Net Income (Loss) | The following table reconciles gross profit by reportable segment to net income (loss): Three Months Ended March 31, 2024 2023 Gross profit by reportable segment: VSD $ 140 $ 113 PSD 118 75 MSD 157 147 Total gross profit by reportable segment 415 335 Operating expenses: Research and development 70 72 Selling, general and administrative 170 174 Acquisition and integration costs 1 6 Restructuring 3 1 Fees and expenses related to amendments to the Term Loan Facility 3 — Amortization of intangible assets 62 81 Income from operations 106 1 Interest income ( 6 ) ( 3 ) Interest expense 87 85 Loss on extinguishment of debt 9 — Other (income) expense, net ( 3 ) ( 2 ) Income (loss) before income taxes 19 ( 79 ) Provision (benefit) for income taxes 4 ( 37 ) Net income (loss) $ 15 $ ( 42 ) |
Reconciles Total Segment Assets to Total Assets | The following table reconciles total segment assets to total assets: March 31, 2024 December 31, 2023 Total segment assets $ 1,547 $ 1,594 Cash and cash equivalents and short-term investments 846 875 Other current assets 268 227 Property, plant and equipment, net 766 784 Right-of-use assets, net 227 225 Goodwill and intangible assets, net 5,012 5,173 Other assets 265 240 Total assets $ 8,931 $ 9,118 |
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 March 31, Net revenues: 2024 2023 United States $ 308 $ 254 China 157 147 Germany 73 73 South Korea 72 74 Japan 49 50 Other 209 196 $ 868 $ 794 Long-lived assets: March 31, 2024 December 31, 2023 United States $ 461 $ 459 China 166 163 Germany 141 149 Other 317 326 $ 1,085 $ 1,097 |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2024 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Minimum percentage of income tax payment net of refunds received | 5% |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Additional Information (Detail) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 USD ($) Segment | Dec. 31, 2023 USD ($) | |
Change in Contract with Customer, Liability [Abstract] | ||
Contract assets | $ | $ 22 | $ 26 |
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 | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Change in Contract with Customer, Liability [Abstract] | ||
Beginning balance, January 1 | $ 79 | $ 96 |
Additions to deferred revenue and customer advances | 30 | 43 |
Amount of deferred revenue and customer advances recognized in income | (39) | (41) |
Ending balance, March 31 | $ 70 | $ 98 |
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 | Mar. 31, 2024 | Jan. 01, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Jan. 01, 2023 |
Change in Contract with Customer, Liability [Line Items] | |||||
Non-current deferred revenue | $ 2 | $ 2 | $ 2 | $ 2 | |
Deferred revenue and customer advances | 68 | $ 77 | |||
Deferred Revenue [Member] | |||||
Change in Contract with Customer, Liability [Line Items] | |||||
Deferred revenue and customer advances | $ 68 | $ 77 | $ 96 | $ 94 |
Revenue from Contracts with C_6
Revenue from Contracts with Customers - Summary of Product and Service Revenue from Contracts with Customers (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Net revenues | $ 868 | $ 794 |
Products [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 754 | 712 |
Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 114 | 82 |
VSD [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 332 | 304 |
VSD [Member] | Products [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 274 | 263 |
VSD [Member] | Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 58 | 41 |
PSD [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 254 | 186 |
PSD [Member] | Products [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 214 | 159 |
PSD [Member] | Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 40 | 27 |
MSD [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 282 | 304 |
MSD [Member] | Products [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 266 | 291 |
MSD [Member] | Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | $ 16 | $ 14 |
Revenue from Contracts with C_7
Revenue from Contracts with Customers - Summary of Revenue from Contracts with Customers (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Revenue from contracts with customers | $ 868 | $ 794 |
Semiconductor [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contracts with customers | 351 | 309 |
Electronics and Packaging [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contracts with customers | 208 | 222 |
Specialty Industrial [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contracts with customers | $ 309 | $ 263 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis (Detail) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 1 | $ 0 |
Fair Value Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 383 | 368 |
Pension and deferred compensation plan assets | 19 | 19 |
Total assets | 482 | 439 |
Total liabilities | 1 | 5 |
Short-term investments | 1 | |
Other current assets | 27 | 5 |
Total current assets | 411 | 373 |
Other assets | 71 | 66 |
Other current liabilities | $ 1 | $ 5 |
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 - current | $ 21 | $ 3 |
Derivatives-interest rate hedge - non-current | 46 | 41 |
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 | 6 | 2 |
Derivatives- foreign exchange forward contracts | 1 | 5 |
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 | 370 | 356 |
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 | 12 |
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 | |
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 | 370 | 356 |
Pension and deferred compensation plan assets | 0 | 0 |
Total assets | 370 | 356 |
Total liabilities | 0 | 0 |
Short-term investments | 0 | |
Other current assets | 0 | 0 |
Total current assets | 370 | 356 |
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 - current | $ 0 | $ 0 |
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 | 370 | 356 |
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 | 0 | 0 |
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 | |
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 | 13 | 12 |
Pension and deferred compensation plan assets | 19 | 19 |
Total assets | 112 | 83 |
Total liabilities | 1 | 5 |
Short-term investments | 1 | |
Other current assets | 27 | 5 |
Total current assets | 41 | 17 |
Other assets | 71 | 66 |
Other current liabilities | $ 1 | $ 5 |
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 - current | $ 21 | $ 3 |
Derivatives-interest rate hedge - non-current | 46 | 41 |
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 | 6 | 2 |
Derivatives- foreign exchange forward contracts | 1 | 5 |
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 | 13 | 12 |
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 | |
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 | |
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 - current | $ 0 | |
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 | $ 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 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis (Parenthetical) (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value Disclosures [Abstract] | ||
Cash not subject to fair value disclosure requirements | $ 462 | $ 507 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Estimated Carrying Value and Fair Value of Company's Debt (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Outstanding debt Carrying Value | $ 4,891 | $ 4,953 |
Outstanding debt Fair Value | $ 4,894 | $ 4,965 |
Derivatives and Net Investmen_3
Derivatives and Net Investment Hedge - Additional Information (Detail) € in Millions | 3 Months Ended | |||
Jan. 22, 2024 EUR (€) | Aug. 17, 2022 | Mar. 31, 2024 EUR (€) Swaps | Dec. 31, 2023 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 Hedging [Member] | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Incremental borrowings | € 250 | |||
Aggregate principal amount of net investment hedge | € 250 | € 840 | € 593 | |
Atotech [Member] | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Business acquisition date | Aug. 17, 2022 |
Derivatives and Net Investmen_4
Derivatives and Net Investment Hedge - Summary of Primary Net Hedging Positions and Fair Values of Foreign Exchange Forward Contracts Outstanding (Detail) - Foreign Exchange Forward Contracts [Member] - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Derivative [Line Items] | ||
Currency Hedged (Buy/Sell), Net Notional Value | $ 262 | $ 266 |
Currency Hedged (Buy/Sell), Fair Value, (Liability)/Asset, Net | 5 | (3) |
U.S. Dollar/Japanese Yen [Member] | ||
Derivative [Line Items] | ||
Currency Hedged (Buy/Sell), Net Notional Value | 62 | 65 |
Currency Hedged (Buy/Sell), Fair Value, (Liability)/Asset, Net | 3 | 0 |
U.S. Dollar/South Korean Won [Member] | ||
Derivative [Line Items] | ||
Currency Hedged (Buy/Sell), Net Notional Value | 65 | 70 |
Currency Hedged (Buy/Sell), Fair Value, (Liability)/Asset, Net | 1 | (3) |
U.S. Dollar/Taiwan Dollar [Member] | ||
Derivative [Line Items] | ||
Currency Hedged (Buy/Sell), Net Notional Value | 20 | 22 |
Currency Hedged (Buy/Sell), Fair Value, (Liability)/Asset, Net | 1 | 0 |
U.S. Dollar/Singapore Dollar [Member] | ||
Derivative [Line Items] | ||
Currency Hedged (Buy/Sell), Net Notional Value | 1 | 1 |
Currency Hedged (Buy/Sell), Fair Value, (Liability)/Asset, Net | 0 | 0 |
U.S. Dollar/Chinese Renminbi [Member] | ||
Derivative [Line Items] | ||
Currency Hedged (Buy/Sell), Net Notional Value | 5 | 8 |
Currency Hedged (Buy/Sell), Fair Value, (Liability)/Asset, Net | 0 | 0 |
Euro/U.S. Dollar [Member] | ||
Derivative [Line Items] | ||
Currency Hedged (Buy/Sell), Net Notional Value | 77 | 71 |
Currency Hedged (Buy/Sell), Fair Value, (Liability)/Asset, Net | 0 | 0 |
Euro/Chinese Renminbi [Member] | ||
Derivative [Line Items] | ||
Currency Hedged (Buy/Sell), Net Notional Value | 2 | 4 |
Currency Hedged (Buy/Sell), Fair Value, (Liability)/Asset, Net | 0 | 0 |
Euro/Canadian Dollar [Member] | ||
Derivative [Line Items] | ||
Currency Hedged (Buy/Sell), Net Notional Value | 1 | 1 |
Currency Hedged (Buy/Sell), Fair Value, (Liability)/Asset, Net | 0 | 0 |
U.S. Dollar/Mexican Peso [Member] | ||
Derivative [Line Items] | ||
Currency Hedged (Buy/Sell), Net Notional Value | 4 | 5 |
Currency Hedged (Buy/Sell), Fair Value, (Liability)/Asset, Net | 0 | 0 |
U.K. Pound Sterling/U.S. Dollar [Member] | ||
Derivative [Line Items] | ||
Currency Hedged (Buy/Sell), Net Notional Value | 24 | 19 |
Currency Hedged (Buy/Sell), Fair Value, (Liability)/Asset, Net | 0 | $ 0 |
Canadian dollar/U.S. dollar [Member] | ||
Derivative [Line Items] | ||
Currency Hedged (Buy/Sell), Net Notional Value | 1 | |
Currency Hedged (Buy/Sell), Fair Value, (Liability)/Asset, Net | $ 0 |
Derivatives and Net Investmen_5
Derivatives and Net Investment Hedge - Summary of Net Gains (Losses) on Derivatives Designated as Cash Flow Hedging Instruments (Detail) - Cash Flow Hedging [Member] - Foreign Exchange Forward Contracts [Member] - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Net gains (losses) recognized in accumulated OCI | $ 32 | $ (15) |
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 |
Net gains (losses) reclassified from accumulated OCI into income | $ 0 | $ 1 |
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 |
Derivatives and Net Investmen_6
Derivatives and Net Investment Hedge - Summary of The Terms And Fair Values of Interest Rate Swaps and Interest Rate Caps (Detail) - Incremental Term Loan Facility [Member] - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Derivative [Line Items] | ||
Notional Amount at Effective Date | $ 3,500 | |
Notional Amount | 2,600 | |
Fair Value Asset (Liability) | 67 | $ 44 |
Interest Rate Swaps [Member] | ||
Derivative [Line Items] | ||
Notional Amount at Effective Date | 2,800 | |
Notional Amount | 2,600 | |
Fair Value Asset (Liability) | $ 67 | 41 |
Interest Rate Swaps [Member] | Swap Agreement One [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) | $ 8 | 9 |
Interest Rate Swaps [Member] | Swap Agreement Two [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) | $ 12 | 14 |
Interest Rate Swaps [Member] | Swap Agreement Three [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) | $ 10 | 5 |
Interest Rate Swaps [Member] | Swap Agreement Four [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 | 250 | |
Fair Value Asset (Liability) | $ 11 | 7 |
Interest Rate Swaps [Member] | Swap Agreement Five [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) | $ 10 | 5 |
Interest Rate Swaps [Member] | Swap Agreement Six [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 | 250 | |
Fair Value Asset (Liability) | $ 10 | 6 |
Interest Rate Swaps [Member] | Swap Agreement Seven [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 | 400 | |
Fair Value Asset (Liability) | $ 9 | 5 |
Interest Rate Swaps [Member] | Swap Agreement Eight [Member] | ||
Derivative [Line Items] | ||
Effective Date | Dec. 28, 2023 | |
Maturity | Dec. 31, 2027 | |
Fixed Rate | 4.55% | |
Notional Amount at Effective Date | $ 500 | |
Notional Amount | 500 | |
Fair Value Asset (Liability) | (3) | (10) |
Interest Rate Caps [Member] | ||
Derivative [Line Items] | ||
Notional Amount at Effective Date | 700 | |
Notional Amount | 0 | |
Fair Value Asset (Liability) | $ 0 | 3 |
Interest Rate Caps [Member] | Swap Agreement One [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 | 0 | |
Fair Value Asset (Liability) | $ 0 | 1 |
Interest Rate Caps [Member] | Swap Agreement Two [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 | 0 | |
Fair Value Asset (Liability) | $ 0 | $ 2 |
Derivatives and Net Investmen_7
Derivatives and Net Investment Hedge - Summary of Net Losses on Derivatives Not Designated as Hedging Instruments (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Derivatives not Designated as Hedging Instruments [Member] | ||
Derivative Instruments Gain Loss Not Designated As Hedging Instruments [Line Items] | ||
Net gains (losses) recognized in income | $ (4) | $ (10) |
Inventories - Summary of Invent
Inventories - Summary of Inventories (Detail) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 735 | $ 740 |
Work-in-process | 88 | 94 |
Finished goods | 148 | 157 |
Total | $ 971 | $ 991 |
Acquisition - Summary of Purcha
Acquisition - Summary of Purchase Price (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Business Acquisition [Line Items] | ||
Repayment of Atotech senior secured term loans | $ 806 | $ 23 |
Acquisition - Summary of Estima
Acquisition - Summary of Estimated Fair Value of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Acquisition Date [Line Items] | ||
Goodwill | $ 2,511 | $ 2,554 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Beginning balance, Goodwill Gross Carrying Amount | $ 4,387 |
Foreign currency translation and measurement period adjustments, Gross Carrying Amount | (43) |
Ending balance, Goodwill Gross Carrying Amount | 4,344 |
Beginning balance, Accumulated Impairment Loss | (1,833) |
Foreign currency translation and measurement period adjustments, Accumulated Impairment Loss | 0 |
Ending balance, Accumulated Impairment Loss | (1,833) |
Beginning balance, Goodwill Net | 2,554 |
Foreign currency translation and measurement period adjustments, Net | (43) |
Ending balance, Goodwill Net | $ 2,511 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | $ 3,721 | $ 3,721 |
Accumulated Impairment Charges | (216) | (216) |
Accumulated Amortization Charges | $ (920) | $ (858) |
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 and Measurement Period Adjustments | $ (84) | $ (28) |
Intangible assets, net | 2,501 | 2,619 |
Completed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | 1,268 | 1,268 |
Accumulated Impairment Charges | (152) | (152) |
Accumulated Amortization Charges | (428) | (405) |
Foreign Currency Translation and Measurement Period Adjustments | (19) | (4) |
Intangible assets, net | 669 | 707 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | 2,072 | 2,072 |
Accumulated Impairment Charges | (1) | (1) |
Accumulated Amortization Charges | (371) | (335) |
Foreign Currency Translation and Measurement Period Adjustments | (55) | (17) |
Intangible assets, net | 1,645 | 1,719 |
Patents, Trademarks, Trade Names and Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | 381 | 381 |
Accumulated Impairment Charges | (63) | (63) |
Accumulated Amortization Charges | (121) | (118) |
Foreign Currency Translation and Measurement Period Adjustments | (10) | (7) |
Intangible assets, net | $ 187 | $ 193 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Goodwill And Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 62 | $ 81 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 920 | $ 858 | |
Un-amortized finite-lived intangible assets | 3,721 | $ 3,721 | |
In-process Research and Development [Member] | |||
Goodwill And Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 9 | ||
Trademarks and Trade Names [Member] | |||
Goodwill And Intangible Assets [Line Items] | |||
Un-amortized Intangible assets, net | $ 56 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Estimated Net Amortization Expense (Detail) $ in Millions | Mar. 31, 2024 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 (remaining) | $ 186 |
2025 | 247 |
2026 | 244 |
2027 | 242 |
2028 | 242 |
2029 | 240 |
Thereafter | $ 1,044 |
Debt - Schedule of Short-Term D
Debt - Schedule of Short-Term Debt (Detail) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Short Term Debt [Line Items] | ||
Short-term debt | $ 50 | $ 93 |
Term Loan Facility [Member] | ||
Short Term Debt [Line Items] | ||
Short-term debt | $ 50 | $ 93 |
Debt - Schedule of Long-Term De
Debt - Schedule of Long-Term Debt (Detail) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Long-term debt, net | $ 4,692 | $ 4,696 |
Term Loan Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, net | $ 4,692 | $ 4,696 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
New Term Loan Facility [Member] | ||
Debt Instrument [Line Items] | ||
Deferred financing fees, original issuance discount and repricing fees | $ 149 | $ 164 |
Debt - Credit Facilities - Addi
Debt - Credit Facilities - Additional Information (Detail) | 3 Months Ended | ||||||||
Feb. 13, 2024 USD ($) | Oct. 03, 2023 USD ($) | Aug. 17, 2022 USD ($) | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | Mar. 31, 2023 USD ($) | Jan. 22, 2024 USD ($) | Jan. 22, 2024 EUR (€) | Aug. 17, 2022 EUR (€) | |
Debt Instrument [Line Items] | |||||||||
Debt instrument, interest rate terms | Initially, borrowings under the Credit Facilities bore 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 Revolving Facility and the USD Tranche B, (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 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% | ||||||||
Loss on extinguishment of debt | $ 9,000,000 | $ 0 | |||||||
Outstanding principal amount | 4,891,000,000 | $ 4,953,000,000 | |||||||
Incremental Revolving Commitments [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Increased available borrowing capacity | $ 175,000,000 | $ 675,000,000 | |||||||
Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Leverage ratio | 5.25 | ||||||||
Annual Step-Down [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Leverage ratio | 0.25 | ||||||||
Step-Up [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Leverage ratio | 0.5 | ||||||||
Step-Up [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Leverage ratio | 5.5 | ||||||||
Term SOFR Borrowings [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, interest rate | 2.50% | ||||||||
Borrowings under Euro Tranche B [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, interest rate | 3% | ||||||||
Term Loans Under Term Loan Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Deferred financing fees and original issue discount fees | $ 242,000,000 | ||||||||
Revolving Credit Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Total borrowings outstanding | $ 0 | ||||||||
Revolving Credit Facility [Member] | Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of aggregate amount of all commitments | 35% | ||||||||
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 | $ 4,891,000,000 | ||||||||
Weighted average interest rate | 7.60% | ||||||||
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% | ||||||||
Base Rate [Member] | Borrowings Under Revolving Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, interest rate | 1.50% | ||||||||
Atotech [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Credit agreement date | Aug. 17, 2022 | ||||||||
Borrowing capacity | $ 500,000,000 | ||||||||
USD Tranche A [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowing capacity | 1,000,000,000 | ||||||||
Scheduled quarterly payments percentage of original principal amount | 1.25% | ||||||||
Outstanding principal amount | $ 744,000,000 | ||||||||
USD Tranche A [Member] | Term SOFR Borrowings [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, interest rate | 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 A [Member] | Base Rate [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, interest rate | 1.50% | ||||||||
USD Tranche B [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowing capacity | $ 3,600,000,000 | ||||||||
Prepayment premium percentage of aggregate principal amount | 1% | ||||||||
Total borrowings outstanding | $ 3,564,000,000 | ||||||||
USD Tranche B [Member] | Term SOFR Borrowings [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, interest rate | 2.50% | 2.75% | |||||||
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% | ||||||||
USD Tranche B [Member] | Base Rate [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, interest rate | 1.50% | 1.75% | |||||||
Euro Tranche B [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowing capacity | € | € 600,000,000 | ||||||||
Percentage of aggregate principal amount | 0.25% | ||||||||
Euro Tranche B [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 | ||||||||
USD Tranche B First Ammendment [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Deferred financing fees and original issue discount fees | $ 11,000,000 | ||||||||
Deferred financing costs in long-term debt | $ 9,000,000 | ||||||||
Loss on extinguishment of debt | $ 8,000,000 | ||||||||
USD Tranche B First Ammendment [Member] | Original Issue Discount [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Original issue discount percentage of principal amount | 0.25% | ||||||||
Incremental Tranche B Loans Second Amendment [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Deferred financing fees and original issue discount fees | $ 5,000,000 | ||||||||
Deferred financing costs in long-term debt | 2,000,000 | ||||||||
Loss on extinguishment of debt | $ 9,000,000 | ||||||||
USD Tranche B Second Ammendment [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of aggregate principal amount | 0.25% | ||||||||
Incremental USD Tranche B Loans [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Outstanding principal amount | $ 490,000,000 | ||||||||
Incremental Tranche B Loans [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Outstanding principal amount | € | € 250,000,000 | ||||||||
Incremental Tranche B Loans [Member] | Original Issue Discount [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Original issue discount percentage of principal amount | 0.25% |
Debt - Lines of Credit and Borr
Debt - Lines of Credit and Borrowing Arrangements - Additional Information (Detail) - Revolving Lines of Credit [Member] - Japan [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | ||
Aggregate borrowings expire and renewal period | 3 months | |
Borrowing capacity in the form of letters of credit | $ 20,000,000 | $ 14,000,000 |
Total borrowings outstanding | $ 0 | $ 0 |
Debt - Schedule of Contractual
Debt - Schedule of Contractual Maturities of Debt Obligations (Detail) $ in Millions | Mar. 31, 2024 USD ($) |
Maturities of Long-Term Debt [Abstract] | |
2024 (remaining) | $ 38 |
2025 | 50 |
2026 | 50 |
2027 | 50 |
2028 | 50 |
2029 | $ 4,653 |
Product Warranties - Product Wa
Product Warranties - Product Warranty Activities (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Product Warranty Liability [Table] | ||
Beginning of period | $ 22 | $ 27 |
Provision for product warranties | 5 | 3 |
Charges to warranty liability | (6) | (3) |
End of period | $ 21 | $ 28 |
Product Warranties - Additional
Product Warranties - Additional Information (Detail) - USD ($) $ in Millions | Mar. 31, 2024 | Mar. 31, 2023 |
Other Current Liabilities [Member] | ||
Product Warranty Liability [Line Items] | ||
Short-term product warranties | $ 16 | $ 20 |
Other Noncurrent Liabilities [Member] | ||
Product Warranty Liability [Line Items] | ||
Long-term product warranties | $ 5 | $ 8 |
Other Current Liabilities - Sum
Other Current Liabilities - Summary of Other Current Liabilities (Detail) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Other Liabilities, Current [Abstract] | ||
Accrued compensation and other employee-related obligations | $ 128 | $ 159 |
Deferred revenue and customer advances | 68 | 77 |
Income taxes payable | 53 | 57 |
Lease liabilities | $ 29 | $ 30 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Total other current liabilities | Total other current liabilities |
Other | $ 103 | $ 105 |
Total other current liabilities | $ 381 | $ 428 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rates | 23.10% | 46.60% |
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 | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator: | ||
Net Income (Loss) | $ 15 | $ (42) |
Denominator: | ||
Shares used in net income (loss) per common share - basic | 67 | 66.7 |
Effect of dilutive securities | 0.4 | 0 |
Shares used in net income (loss) per common share - diluted | 67.4 | 66.7 |
Net income (loss) per common share: | ||
Basic | $ 0.22 | $ (0.64) |
Net income (loss) per common share: | ||
Diluted | $ 0.22 | $ (0.64) |
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 Income (Loss) (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | $ 15 | $ 18 |
Cost of Revenues [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | 1 | 1 |
Research and Development [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | 2 | 1 |
Selling, General and Administrative [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | $ 12 | $ 16 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Total compensation expense related to unvested stock-based awards granted to employees, officers and directors | $ 41 |
Perfomance period | 3 years |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Activity for RSUs (Detail) - Restricted Stock Units (RSUs) [Member] | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
RSUs, beginning of period | shares | 1,000,000 |
Granted | shares | 100,000 |
Vested or forfeited | shares | (200,000) |
RSU, end of period | shares | 900,000 |
RSUs, Weighted Average Grant Date Fair Value, Beginning of period | $ / shares | $ 98.36 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 129.92 |
Weighted Average Grant Date Fair Value, Vested and Forfeited | $ / shares | 112.27 |
RSUs, Weighted Average Grant Date Fair Value, end of period | $ / shares | $ 99.09 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | 3 Months Ended | |||
May 07, 2024 | Jul. 25, 2011 | Mar. 31, 2024 | Mar. 31, 2023 | |
Class of Stock [Line Items] | ||||
Common stock, value of shares authorized to repurchase | $ 200,000,000 | |||
Stock repurchase, shares | 2,600,000 | 0 | 0 | |
Value of shares repurchased | $ 127,000,000 | |||
Cash dividends per common share | $ 0.22 | $ 0.22 | ||
Dividend payment to common shareholders | $ 15,000,000 | $ 15,000,000 | ||
Subsequent Event [Member] | ||||
Class of Stock [Line Items] | ||||
Dividend declared date | May 07, 2024 | |||
Cash dividend to be paid | $ 0.22 | |||
Dividend to be paid date | Jun. 07, 2024 | |||
Dividend declared, shareholders of record date | May 28, 2024 |
Business Segment and Geograph_3
Business Segment and Geographic Information - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2024 Segment | |
Segment Reporting Information [Line Items] | |
Number of reportable segments | 3 |
Business Segment and Geograph_4
Business Segment and Geographic Information - Net Revenues by Reportable Segment (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Net revenues | $ 868 | $ 794 |
VSD [Member] | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 332 | 304 |
PSD [Member] | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 254 | 186 |
MSD [Member] | ||
Segment Reporting Information [Line Items] | ||
Net revenues | $ 282 | $ 304 |
Business Segment and Geograph_5
Business Segment and Geographic Information - Schedule of Reconciles Gross Profit By Reportable Segment To Net Income (Loss) (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Gross profit | $ 415 | $ 335 |
Research and development | 70 | 72 |
Selling, general and administrative | 170 | 174 |
Acquisition and integration costs | 1 | 6 |
Restructuring | 3 | 1 |
Fees and expenses related to amendments to the term loan facility | 3 | 0 |
Amortization of intangible assets | 62 | 81 |
Income from operations | 106 | 1 |
Interest income | (6) | (3) |
Interest expense | 87 | 85 |
Loss on extinguishment of debt | 9 | 0 |
Other (income) expense, net | (3) | (2) |
Income (loss) before income taxes | 19 | (79) |
Provision (benefit) for income taxes | 4 | (37) |
Net income (loss) | 15 | (42) |
VSD [Member] | ||
Segment Reporting Information [Line Items] | ||
Gross profit | 140 | 113 |
PSD [Member] | ||
Segment Reporting Information [Line Items] | ||
Gross profit | 118 | 75 |
MSD [Member] | ||
Segment Reporting Information [Line Items] | ||
Gross profit | $ 157 | $ 147 |
Business Segment and Geograph_6
Business Segment and Geographic Information - Segment Assets by Reportable Segment (Detail) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Segment Reporting Information [Line Items] | ||
Accounts receivable, net | $ 576 | $ 603 |
Inventories | 971 | 991 |
Total assets | 1,547 | 1,594 |
VSD [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Accounts receivable, net | 173 | 181 |
Inventories | 541 | 553 |
Total assets | 714 | 734 |
PSD [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Accounts receivable, net | 172 | 171 |
Inventories | 275 | 283 |
Total assets | 447 | 454 |
MSD [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Accounts receivable, net | 231 | 251 |
Inventories | 155 | 155 |
Total assets | $ 386 | $ 406 |
Business Segment and Geograph_7
Business Segment and Geographic Information - Reconciles Total Segment Assets to Total Assets (Detail) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total segment assets | $ 1,547 | $ 1,594 |
Cash and cash equivalents | 845 | 875 |
Other current assets | 268 | 227 |
Property, plant and equipment, net | 766 | 784 |
Right-of-use assets, net | 227 | 225 |
Other assets | 265 | 240 |
Total assets | 8,931 | 9,118 |
Segment Reconciling Items [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Cash and cash equivalents | 846 | 875 |
Other current assets | 268 | 227 |
Property, plant and equipment, net | 766 | 784 |
Right-of-use assets, net | 227 | 225 |
Goodwill and intangible assets, net | 5,012 | 5,173 |
Other assets | 265 | 240 |
Total assets | $ 8,931 | $ 9,118 |
Business Segment and Geograph_8
Business Segment and Geographic Information - Schedule of Net Revenues and Long-Lived Assets by Geographic Regions (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenues | $ 868 | $ 794 | |
Long-lived assets | 1,085 | $ 1,097 | |
United States [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenues | 308 | 254 | |
Long-lived assets | 461 | 459 | |
China [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenues | 157 | 147 | |
Long-lived assets | 166 | 163 | |
Germany [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenues | 73 | 73 | |
Long-lived assets | 141 | 149 | |
South Korea [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenues | 72 | 74 | |
Japan [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenues | 49 | 50 | |
Other [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenues | 209 | $ 196 | |
Long-lived assets | $ 317 | $ 326 |
Business Segment and Geograph_9
Business Segment and Geographic Information - Summary of Goodwill Associated with Reportable Segments (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Beginning balance, Goodwill Gross Carrying Amount | $ 4,387 | |
Foreign currency translation | (43) | |
Ending balance, Goodwill Gross Carrying Amount | 4,344 | |
Beginning balance, Accumulated Impairment Loss | (1,833) | |
Ending balance, Accumulated Impairment Loss | (1,833) | |
Goodwill, net of accumulated impairment and foreign currency translation, at March 31, 2024 | 2,511 | $ 2,554 |
Vacuum Solutions Division [Member] | ||
Segment Reporting Information [Line Items] | ||
Beginning balance, Goodwill Gross Carrying Amount | 359 | |
Foreign currency translation | (1) | |
Ending balance, Goodwill Gross Carrying Amount | 358 | |
Beginning balance, Accumulated Impairment Loss | (141) | |
Goodwill, net of accumulated impairment and foreign currency translation, at March 31, 2024 | 217 | |
Photonics Solutions Division [Member] | ||
Segment Reporting Information [Line Items] | ||
Beginning balance, Goodwill Gross Carrying Amount | 1,007 | |
Foreign currency translation | (1) | |
Ending balance, Goodwill Gross Carrying Amount | 1,006 | |
Beginning balance, Accumulated Impairment Loss | (390) | |
Goodwill, net of accumulated impairment and foreign currency translation, at March 31, 2024 | 616 | |
Materials Solutions Division [Member] | ||
Segment Reporting Information [Line Items] | ||
Beginning balance, Goodwill Gross Carrying Amount | 3,021 | |
Foreign currency translation | (41) | |
Ending balance, Goodwill Gross Carrying Amount | 2,980 | |
Beginning balance, Accumulated Impairment Loss | (1,302) | |
Goodwill, net of accumulated impairment and foreign currency translation, at March 31, 2024 | $ 1,678 |