0000950170-23-061045 | 10-Q | XBRL Viewer

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Debt - Additional Information (Detail) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
New Term Loan Facility [Member]
Debt Instrument [Line Items]
Deferred financing fees, original issuance discount and repricing fees	$ 173	$ 195

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

Revenue from Contracts with Customers (Tables)

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Deferred Revenue and Customer Advances by Arrangement

A roll-forward of the Company’s deferred revenue and customer advances is as follows:


	Nine Months Ended
	September 30, 2023			September 30, 2022
Beginning balance, January 1(1)	$	96		$	40
Assumed deferred revenue and customer advances from the acquisition of Atotech Limited		—			36
Additions to deferred revenue and customer advances		122			149
Amount of deferred revenue and customer advances recognized in income		(136	)		(121	)
Ending balance, September 30(2)	$	82		$	104

(1)

Beginning balance as of January 1, 2023 included $94 of current deferred revenue and customer advances and $2 of non-current deferred revenue. Beginning balance as of January 1, 2022 included $37 of current deferred revenue and customer advances, and $3 of non-current deferred revenue.

(2)

Ending balance as of September 30, 2023 included $80 of current deferred revenue and customer advances and $2 of non-current deferred revenue. Ending balance as of September 30, 2022 included $103 of current deferred revenue and customer advances and $1 of non-current deferred revenue.

Summary of Revenue from Contracts with Customers

The following tables summarize revenue from contracts with customers in MKS’ three reportable segments: the Vacuum Solutions Division (“VSD”), the Photonics Solutions Division (“PSD”) and the Materials Solutions Division (“MSD”).


	Three Months Ended September 30, 2023
	VSD		PSD		MSD		Total
Net revenues:
Products	$	285	$	234	$	299	$	818
Services		60		42		12		114
Total net revenues	$	345	$	276	$	311	$	932


	Three Months Ended September 30, 2022
	VSD		PSD		MSD		Total
Net revenues:
Products	$	450	$	227	$	164	$	841
Services		60		40		13		113
Total net revenues	$	510	$	267	$	177	$	954


	Nine Months Ended September 30, 2023
	VSD		PSD		MSD		Total
Net revenues:
Products	$	902	$	640	$	874	$	2,416
Services		163		111		40		314
Total net revenues	$	1,065	$	751	$	914	$	2,730


	Nine Months Ended September 30, 2022
	VSD		PSD		MSD		Total
Net revenues:
Products	$	1,310	$	679	$	164	$	2,153
Services		181		114		13		308
Total net revenues	$	1,491	$	793	$	177	$	2,461

Revenue from Contracts with Customers

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Revenue from Contracts with Customers

(2)

Revenue from Contracts with Customers

Contract assets as of September 30, 2023 and December 31, 2022 were $31 and $46, respectively. A roll-forward of the Company’s deferred revenue and customer advances is as follows:


	Nine Months Ended
	September 30, 2023			September 30, 2022
Beginning balance, January 1(1)	$	96		$	40
Assumed deferred revenue and customer advances from the acquisition of Atotech Limited		—			36
Additions to deferred revenue and customer advances		122			149
Amount of deferred revenue and customer advances recognized in income		(136	)		(121	)
Ending balance, September 30(2)	$	82		$	104

(1)

(2)

Revenue from certain custom products, including MSD (as defined in this Note 2) plating equipment, and revenue from certain service contracts are recorded over time. Remaining product and services revenues are recorded at a point in time.

Disaggregation of Revenue


	Three Months Ended September 30, 2023
	VSD		PSD		MSD		Total
Net revenues:
Products	$	285	$	234	$	299	$	818
Services		60		42		12		114
Total net revenues	$	345	$	276	$	311	$	932


	Three Months Ended September 30, 2022
	VSD		PSD		MSD		Total
Net revenues:
Products	$	450	$	227	$	164	$	841
Services		60		40		13		113
Total net revenues	$	510	$	267	$	177	$	954


	Nine Months Ended September 30, 2023
	VSD		PSD		MSD		Total
Net revenues:
Products	$	902	$	640	$	874	$	2,416
Services		163		111		40		314
Total net revenues	$	1,065	$	751	$	914	$	2,730


	Nine Months Ended September 30, 2022
	VSD		PSD		MSD		Total
Net revenues:
Products	$	1,310	$	679	$	164	$	2,153
Services		181		114		13		308
Total net revenues	$	1,491	$	793	$	177	$	2,461

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Goodwill and Intangible Assets - Intangible Assets (Detail) - USD ($) $ in Millions	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Intangible assets, Gross	$ 3,721	$ 3,721
Accumulated Impairment Charges	(202)	(1)
Accumulated Amortization Charges	$ (789)	$ (564)
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration]	Amortization of Intangible Assets	Amortization of Intangible Assets
Foreign Currency Translation	$ (116)	$ 17
Intangible assets, net	2,614	3,173
Completed Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, Gross	1,212	1,151
Accumulated Impairment Charges	(152)	0
Accumulated Amortization Charges	(378)	(303)
Foreign Currency Translation	(28)	4
Intangible assets, net	654	852
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, Gross	2,072	2,072
Accumulated Impairment Charges	(1)	(1)
Accumulated Amortization Charges	(299)	(190)
Foreign Currency Translation	(78)	11
Intangible assets, net	1,694	1,892
Patents, Trademarks, Trade Names and Other [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, Gross	437	498
Accumulated Impairment Charges	(49)	0
Accumulated Amortization Charges	(112)	(71)
Foreign Currency Translation	(10)	2
Intangible assets, net	$ 266	$ 429

Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2023	Nov. 06, 2023
Cover [Abstract]
Amendment Flag	false
Document Type	10-Q
Document Quarterly Report	true
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Document Transition Report	false
Current Fiscal Year End Date	--12-31
Document Period End Date	Sep. 30, 2023
Entity Interactive Data Current	Yes
Entity Current Reporting Status	Yes
Entity Registrant Name	MKS INSTRUMENTS, INC.
Entity Central Index Key	0001049502
Trading Symbol	MKSI
Entity Filer Category	Large Accelerated Filer
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Small Business	false
Entity Common Stock, Shares Outstanding		66,878,495
Entity File Number	0-23621
Entity Tax Identification Number	04-2277512
Entity Address, Address Line One	2 Tech Drive, Suite 201,
Entity Address, City or Town	Andover
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01810
Entity Incorporation, State or Country Code	MA
City Area Code	978
Local Phone Number	645-5500
Security Exchange Name	NASDAQ
Title of 12(b) Security	Common Stock

Revenue from Contracts with Customers - Schedule of Deferred Revenue and Customer Advances by Arrangement (Detail) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Change in Contract with Customer, Liability [Abstract]
Beginning balance, January 1	$ 96	$ 40
Assumed deferred revenue and customer advances from the acquisition of Atotech Limited	0	36
Additions to deferred revenue and customer advances	122	149
Amount of deferred revenue and customer advances recognized in income	(136)	(121)
Ending balance	$ 82	$ 104

Goodwill and Intangible Assets - Goodwill (Detail) $ in Millions	9 Months Ended
	Sep. 30, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Beginning balance, Goodwill Gross Carrying Amount	$ 4,454
Impairment charge, Gross Carrying Amount	0
Foreign currency translation and measurement period adjustments, Gross Carrying Amount	(142)
Ending balance, Goodwill Gross Carrying Amount	4,312
Beginning balance, Accumulated Impairment Loss	(146)
Accumulated Impairment Loss Impairment charge	(1,626)
Foreign currency translation and measurement period adjustments, Accumulated Impairment Loss	0
Ending balance, Accumulated Impairment Loss	(1,772)
Beginning balance, Goodwill Net	4,308
Impairment charge, Net	(1,626)
Foreign currency translation and measurement period adjustments, Net	(142)
Ending balance, Goodwill Net	$ 2,540

Restructuring - Additional Information (Detail) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) Facility	Sep. 30, 2022 USD ($)
Restructuring Cost and Other Cost [Line Items]
Restructuring charges \| $	$ 1	$ 5	$ 13	$ 10
Europe [Member]
Restructuring Cost and Other Cost [Line Items]
Number of facilities closed \| Facility			2

Debt - New Credit Facilities - Additional Information (Detail)		9 Months Ended
	Aug. 17, 2022 USD ($)	Sep. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)
Debt Instrument [Line Items]
Debt instrument, interest rate terms		Borrowings under the New Credit Facilities bear interest at a rate per annum equal to, at the Company’s option, any of the following, plus, in each case, an applicable margin: (a) with respect to the USD Tranche A, the USD Tranche B and the New Revolving Facility, (x) a base rate determined by reference to the highest of (1) the federal funds effective rate plus 0.50%, (2) the prime rate quoted in The Wall Street Journal, or (3) a forward-looking term rate based on Term SOFR (plus an applicable credit spread adjustment) for an interest period of one month, plus 1.00%; and (y) a Term SOFR rate (plus an applicable credit spread adjustment) for the interest period relevant to such borrowing, subject to a rate floor of (I) with respect to the USD Tranche B, 0.50% and (II) with respect to the USD Tranche A and the New Revolving Facility, 0.0%; and (b) with respect to the Euro Tranche B, a Euro Interbank Offered Rate (“EURIBOR”) rate determined by reference to the costs of funds for Euro deposits for the interest period relevant to such borrowing adjusted for certain additional costs, subject to a EURIBOR rate floor of 0.0%.
Initial commitment fee percentage		0.375%
Outstanding principal amount		$ 5,047,000,000	$ 5,122,000,000
Annual Step-Down [Member]
Debt Instrument [Line Items]
Leverage ratio		0.25
Step-Up [Member]
Debt Instrument [Line Items]
Leverage ratio		0.5
Maximum [Member]
Debt Instrument [Line Items]
Leverage ratio		5.5
Maximum [Member] \| Step-Up [Member]
Debt Instrument [Line Items]
Leverage ratio		5.5
Federal Funds Rate [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate		0.50%
Term SOFR Rate (Plus Applicable Credit Spread Adjustment) [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate		1.00%
EURIBOR Rate Floor [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate		0.00%
USD Tranche A [Member]
Debt Instrument [Line Items]
Borrowing capacity	$ 1,000,000,000
Scheduled quarterly payments percentage of original principal amount		1.25%
USD Tranche A [Member] \| Years 3 and 4 [Member]
Debt Instrument [Line Items]
Scheduled quarterly payments percentage of original principal amount		1.875%
USD Tranche A [Member] \| Year 5 [Member]
Debt Instrument [Line Items]
Scheduled quarterly payments percentage of original principal amount		2.50%
USD Tranche A [Member] \| Original Issue Discount [Member]
Debt Instrument [Line Items]
Original issue discount percentage of principal amount		0.25%
USD Tranche A [Member] \| Floor Rate [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate		0.00%
USD Tranche B [Member]
Debt Instrument [Line Items]
Borrowing capacity	3,600,000,000
Scheduled quarterly payments percentage of original principal amount		0.25%
USD Tranche B [Member] \| Original Issue Discount [Member]
Debt Instrument [Line Items]
Original issue discount percentage of principal amount		2.00%
USD Tranche B [Member] \| Floor Rate [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate		0.50%
Euro Tranche B [Member]
Debt Instrument [Line Items]
Borrowing capacity	600,000,000
Scheduled quarterly payments percentage of original principal amount		0.25%
Euro Tranche [Member] \| Original Issue Discount [Member]
Debt Instrument [Line Items]
Original issue discount percentage of principal amount		2.00%
First Lien Net Leverage Ratio [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Leverage ratio		6
Atotech [Member]
Debt Instrument [Line Items]
Borrowing capacity	500,000,000
Base Rate Borrowings [Member] \| USD Tranche A [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate		1.50%
Base Rate Borrowings [Member] \| USD Tranche B [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate		1.75%
Term SOFR Borrowings [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate		2.50%
Term SOFR Borrowings [Member] \| USD Tranche A [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate		2.50%
Term SOFR Borrowings [Member] \| USD Tranche B [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate		2.75%
Borrowings under New Revolving Facility [Member] \| Base Rate [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate		1.50%
Borrowings under Euro Tranche B [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate		3.00%
New Revolving Facility [Member]
Debt Instrument [Line Items]
Debt issuance costs	$ 7,000,000
Debt issuance costs, amortization period	4 years
Prepayment premium percentage of aggregate principal amount		1.00%
Total borrowings outstanding		$ 0
New Revolving Facility [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Percentage of aggregate amount of all commitments		35.00%
Term Loans under New Term Loan Facility [Member]
Debt Instrument [Line Items]
Deferred financing fees and original issue discount fees		$ 242,000,000
New Term Loan Facility [Member]
Debt Instrument [Line Items]
Line of credit facility minimum additional borrowing capacity		$ 1,011,000,000
Minimum percentage of consolidated EBITDA		75.00%
Outstanding principal amount		$ 5,047,000,000
Weighted average interest rate		7.90%

Revenue from Contracts with Customers - Additional Information (Detail) $ in Millions	9 Months Ended
	Sep. 30, 2023 USD ($) Segment	Dec. 31, 2022 USD ($)
Change in Contract with Customer, Liability [Abstract]
Contract assets \| $	$ 31	$ 46
Number of reportable segments \| Segment	3

Debt - Schedule of Contractual Maturities of Debt Obligations (Detail) $ in Millions	Sep. 30, 2023 USD ($)
Maturities of Long-Term Debt [Abstract]
2023 (remaining)	$ 22
2024	93
2025	110
2026	115
2027	695
2028	42
Thereafter	$ 3,970

Derivatives

9 Months Ended

Sep. 30, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives

(4)

Derivatives

Foreign Exchange Forward Contracts

The Company hedges a portion of its forecasted foreign currency-denominated intercompany sales of inventory, over a maximum period of eighteen months, using foreign exchange forward contracts accounted for as cash-flow hedges. To the extent these derivatives are effective in offsetting the variability of the hedged cash flows, and otherwise meet the hedge accounting criteria, changes in the derivatives’ fair value are not included in current earnings but are included in other comprehensive income (“OCI”) in stockholders’ equity. These changes in fair value will subsequently be reclassified into earnings, as applicable, when the forecasted transaction occurs. To the extent that a previously designated hedging transaction is no longer an effective hedge, any ineffectiveness measured in the hedging relationship is recorded in earnings in the period it occurs. The cash flows resulting from foreign exchange forward contracts are classified in the condensed consolidated statements of cash flows as part of cash flows from operating activities. The Company does not enter into derivative instruments for trading or speculative purposes.

The Company also enters into foreign exchange forward contracts to hedge against changes in the balance sheet for certain subsidiaries to mitigate the risk associated with certain foreign currency transactions in the ordinary course of business. These derivatives are not designated as cash flow hedging instruments and gains or losses from these derivatives are recorded immediately in other expense (income), net.

The following tables summarize the primary net hedging positions and fair values of foreign exchange forward contracts outstanding as of September 30, 2023 and December 31, 2022:


	September 30, 2023
Currency Hedged (Buy/Sell)	Net Notional Value		Fair Value Asset (Liability)
U.S. dollar/Japanese yen	$	56	$	4
U.S. dollar/South Korean won		80		—
U.S. dollar/Taiwan dollar		21		1
U.S. dollar/Singapore dollar		1		—
U.S. dollar/Chinese renminbi		13		—
Euro/U.S. dollar		22		—
Euro/Chinese renminbi		18		(1	)
U.K. pound sterling/U.S. dollar		26		—
Total	$	237	$	4


	December 31, 2022
Currency Hedged (Buy/Sell)	Net Notional Value		Fair Value (Liability) Asset
U.S. dollar/Japanese yen	$	57	$	—
U.S. dollar/South Korean won		75		(4	)
U.S. dollar/Taiwan dollar		33		1
U.S. dollar/U.K. pound sterling		7		—
U.S. dollar/Singapore dollar		1		—
U.S. dollar/Chinese renminbi		9		—
Euro/U.S. dollar		485		1
Euro/Chinese renminbi		31		1
U.K. pound sterling/euro		4		—
Total	$	702	$	(1	)

The following table summarizes the net (gains) on derivatives designated as cash flow hedging instruments:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Foreign exchange forward contracts:
Net (gains) recognized in accumulated OCI	$	(16	)	$	(48	)	$	(45	)	$	(73	)
Net (gains) reclassified from accumulated OCI into income	$	(2	)	$	(5	)	$	(4	)	$	(9	)

The net amount of existing (gains) as of September 30, 2023 expected to be reclassified from OCI into earnings within the next 12 months is immaterial.

Net Investment Hedge

During the nine months ended September 30, 2023, the Company designated a euro net investment hedge to offset the foreign exchange exposure of the Euro Tranche B as defined and described further in Note 8. The outstanding principal amount of the Euro Tranche B was $628 as of September 30, 2023. As a result, any mark-to-market foreign exchange impact of the Euro Tranche B is recorded in OCI.

Interest Rate Agreements

The Company has various interest rate swap agreements that exchange a forward-looking term rate based on the variable secured overnight financing rate (“Term SOFR”) paid on the outstanding balance of its New Term Loan Facility, as defined and further described in Note 8, to a fixed rate. The Company acquired USD London Interbank Offered Rate (“LIBOR”) interest rate cap agreements as a result of its acquisition of Atotech Limited (“Atotech”) on August 17, 2022 (the “Atotech Acquisition”) and had utilized these agreements to offset Term SOFR on its New Term Loan Facility. Effective June 30, 2023, the Company’s USD LIBOR based interest rate caps were converted to Term SOFR. The Company also had two USD LIBOR based swaps that were converted to Term SOFR, effective June 30, 2023. The conversions from USD LIBOR to Term SOFR did not have a material impact on the Company’s results of operations.

The following table summarizes the terms and fair values of interest rate swaps and interest rate caps outstanding at September 30, 2023 and December 31, 2022:


									September 30, 2023		December 31, 2022
Effective Date	Maturity	Fixed Rate			Notional Amount at Effective Date		Notional Amount at September 30, 2023		Fair Value Asset		Fair Value Asset
Interest Rate Swaps
April 5, 2019	March 31, 2023		2.309	%	$	300	$	—	$	—	$	1
June 30, 2023	February 28, 2025		0.391	%		200		200		13		16
June 30, 2023	February 28, 2025		0.543	%		300		300		19		22
September 30, 2022	September 30, 2026		3.156	%		350		350		14		8
January 2, 2024	January 31, 2028		2.841	%		250		—		13		5
September 30, 2022	September 30, 2027		3.198	%		350		350		15		8
January 2, 2024	January 31, 2029		2.986	%		250		—		14		4
September 30, 2022	September 30, 2026		3.358	%		600		600		15		10
						2,600		1,800		103		74
Interest Rate Caps
June 30, 2023	January 31, 2024		0.805	%		350		350		5		15
June 30, 2023	January 31, 2024		0.805	%		350		350		5		15
						700		700		10		30
		Total			$	3,300	$	2,500	$	113	$	104

The interest rate swaps are recorded at fair value on the balance sheet and changes in the fair value are recognized in OCI. To the extent these arrangements are no longer effective hedges, the hedging relationship will be discontinued and changes in the fair value of the hedging instruments from the last assessment period that were effective up to the current period will be recorded immediately in earnings. Amounts previously recorded in OCI will remain in OCI and will be reclassified to earnings when the interest payments impact consolidated earnings. If the Company determines that the interest payments are unlikely to occur, amounts previously recorded in OCI will be reclassified to earnings immediately. Changes in the fair value of interest rate caps are recorded immediately in earnings, as the Company has not designated these instruments as hedges and therefore these instruments do not qualify for hedge accounting.

The following table summarizes the losses on derivatives not designated as hedging instruments, consisting of balance sheet hedges and interest rate caps:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net losses recognized in income	$	12	$	11	$	28	$	4

Currency Option Agreements

In connection with financing the Atotech Acquisition, the Company issued euro denominated term loan debt. In anticipation of entering into these euro denominated loans, the Company purchased foreign currency option contracts in 2021 to fix the conversion of 300 euros into U.S. dollars. The options settled on January 31, 2022 and the Company recorded a gain of $5, net of premiums in 2022, which is included in other expense (income), net.

Stock-Based Compensation - Schedule of Total Stock-Based Compensation Expense Included in Company's Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock-based compensation expense	$ 13	$ 10	$ 43	$ 31
Cost of Revenues [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock-based compensation expense	1	1	4	4
Research and Development [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock-based compensation expense	2	1	5	4
Selling, General and Administrative [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock-based compensation expense	$ 10	$ 8	$ 34	$ 23

Goodwill and Intangible Assets

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

(7)

Goodwill and Intangible Assets

Goodwill

The Company’s methodology for allocating the purchase price of an acquisition is determined through established and generally accepted valuation techniques. Goodwill is measured as the excess of the cost of the acquisition over the sum of the amounts assigned to tangible and identifiable intangible assets acquired less liabilities assumed. The Company assigns assets acquired (including goodwill) and liabilities assumed to one or more reporting units as of the date of acquisition. If the products obtained in an acquisition are assigned to multiple reporting units, the goodwill is distributed to the respective reporting units as part of the purchase price allocation process.

Goodwill and intangible assets with indefinite useful lives are not amortized but are reviewed for impairment annually during the fourth quarter of each fiscal year or whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. To measure impairment, the Company compares the fair value of the reporting unit to its carrying amount, which includes goodwill. If the fair value of the reporting unit exceeds the carrying value of the reporting

unit, no impairment exists. If the fair value of the reporting unit is less than the carrying value of the reporting unit, a goodwill impairment is recorded.

Amortizable intangible assets and other long-lived assets are also subject to an impairment test if there is an indicator of impairment. When the Company determines that the carrying value of intangible assets or other long-lived assets may not be recoverable based upon the existence of one or more indicators of impairment, the Company uses the projected undiscounted cash flow method to determine whether an impairment exists, and then measures the impairment using discounted cash flows.

The process of evaluating the potential impairment of goodwill, intangible assets and other long-lived assets requires significant judgment. The Company regularly monitors current business conditions and other factors, including, but not limited to, adverse industry or economic trends, restructuring actions and lower projections of profitability that may impact future operating results. The Company’s stock price and any estimated control premium are factors affecting the assessment of the fair value of the Company’s underlying reporting units for purposes of performing any goodwill impairment assessment.

During the quarter ended June 30, 2023, the Company identified softer industry demand, particularly in the personal computer and smartphone markets, and concluded there was a triggering event at each of its electronics and general metal finishing reporting units, which together constitute MSD, and the equipment solutions reporting unit of PSD. For MSD, the Company concluded information on the softening of industry demand as of the filing date of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 did not exist as of the Effective Date.

For each of the three reporting units, the Company performed a quantitative assessment of goodwill using an equal weighting of the income approach and market approach. The income approach was based upon projected future cash flows that were discounted to present value and an assumed terminal growth rate. The key underlying assumptions included forecasted revenues, which incorporated external market data, gross profit and operating expenses, as well as an applicable discount rate for each reporting unit. The market approach for each of the three reporting units incorporated observed multiples of guideline public companies. The market approach for the electronics and general metal finishing reporting units also incorporated multiples from guideline transactions.

Fair value estimates are based on complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions that have been deemed reasonable by the Company's management. There are inherent uncertainties and management judgment required in these determinations.

This quantitative assessment during the quarter ended June 30, 2023 resulted in the following:


Reporting Unit	Goodwill Impairment	Remaining Goodwill
Electronics	$826	$1,420
General Metal Finishing	428	307
Equipment Solutions	372	100

In addition, the Company used an income approach to determine the fair value of the long-lived and indefinite lived intangible assets within these reporting units (Level 3 within the fair value hierarchy). These valuations resulted in a $20 fair value and $152 impairment of completed technology within the equipment solutions reporting unit and a $72 fair value and $49 impairment of IPR&D within the electronics reporting unit. After evaluating forecast updates and carrying values, the Company did not identify impairments at any other of its reporting units.

For the completed technology valuation within the equipment solutions division, the forecasted future undiscounted cash flows were consistent with the Company’s goodwill analysis, using an approximate 7 year useful life, an 8% weighted-average forecasted revenue growth rate, and a discount rate of 13.5%. For the IPR&D intangible asset within the electronics reporting unit, the forecasted undiscounted future cash flows utilized were consistent with the Company’s goodwill analysis, with estimated time to complete in-process projects of up to 2 years, and a discount rate of 12.5%.

During the quarter ended September 30, 2023, the Company identified a further decrease in demand and an increase in the discount rate at its equipment solutions reporting unit. The Company performed a quantitative assessment of goodwill using an income approach that was based upon projected future cash flows that were discounted to present value and an assumed terminal growth rate. The key underlying assumptions included forecasted revenues, which incorporated external market data, gross profit and operating expenses, as well as the discount rate. The Company concluded that there was no goodwill or intangible asset impairment at the equipment solutions reporting unit in the third quarter. The Company also considered other quantitative and qualitative considerations, including the decline in public market capitalization since June 30, 2023, and

determined there were no triggering events for its other reporting units or asset groups in the third quarter. The Company will continue to monitor for future triggering events which could result in an impairment charge.

The changes in the carrying amount of goodwill and accumulated impairment loss during the nine months ended September 30, 2023 were as follows:


	Gross Carrying Amount			Accumulated Impairment Loss			Net
Beginning balance, January 1	$	4,454		$	(146	)	$	4,308
Impairment charge		—			(1,626	)		(1,626	)
Foreign currency translation and measurement period adjustments		(142	)		—			(142	)
Ending balance, September 30	$	4,312		$	(1,772	)	$	2,540

Intangible Assets

The Company’s intangible assets are comprised of the following:


As of September 30, 2023:	Gross		Accumulated Impairment Charges			Accumulated Amortization			Foreign Currency Translation			Net
Completed technology	$	1,212	$	(152	)	$	(378	)	$	(28	)	$	654
Customer relationships		2,072		(1	)		(299	)		(78	)		1,694
Patents, trademarks, trade names and other		437		(49	)		(112	)		(10	)		266
	$	3,721	$	(202	)	$	(789	)	$	(116	)	$	2,614

During the nine months ended September 30, 2023, $61 of IPR&D included within patents, trademarks, trade names, and other was reclassified into completed technology. During the nine months ended September 30, 2023, $9 of IPR&D was written off to amortization expense as certain projects were cancelled.


As of December 31, 2022:	Gross		Accumulated Impairment Charges			Accumulated Amortization Charges			Foreign Currency Translation		Net
Completed technology	$	1,151	$	—		$	(303	)	$	4	$	852
Customer relationships		2,072		(1	)		(190	)		11		1,892
Patents, trademarks, trade names and other		498		—			(71	)		2		429
	$	3,721	$	(1	)	$	(564	)	$	17	$	3,173

Aggregate amortization expense related to acquired intangible assets for the nine months ended September 30, 2023 and 2022 was $225 and $77, respectively. The increase in amortization of intangible assets was a result of increased amortization related to acquired intangible assets from the Atotech Acquisition. Aggregate net amortization expense related to acquired intangible assets for future years is as follows:


Year	Amount
2023 (remaining)	$	67
2024		236
2025		236
2026		232
2027		231
2028		231
Thereafter		1,259

The Company excluded from the above table intangible assets of $56 of indefinite-lived trademarks and trade names, and $66 of IPR&D, which were not subject to amortization.

Basis of Presentation

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

(1)

Basis of Presentation

The terms “MKS” and the “Company” refer to MKS Instruments, Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The interim financial data as of September 30, 2023, and for the three and nine months ended September 30, 2023, are unaudited; however, in the opinion of MKS, the interim data includes all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the results for the interim periods. The condensed consolidated balance sheet presented as of December 31, 2022 has been derived from the consolidated audited financial statements as of that date. The unaudited condensed consolidated financial statements presented herein have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by United States generally accepted accounting principles (“U.S. GAAP”). The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the MKS Annual Report on Form 10-K for the year ended December 31, 2022 filed with the U.S. Securities and Exchange Commission on March 14, 2023.

The preparation of these unaudited condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, inventory valuation, warranty costs, stock-based compensation, intangible assets, goodwill, other long-lived assets and income taxes. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. As a result of rounding, there may be immaterial differences in amounts presented and certain calculations may not sum to the total number expressed in each category or tie to a corresponding schedule.

Stockholders' Equity

9 Months Ended

Sep. 30, 2023

Federal Home Loan Banks [Abstract]

Stockholders' Equity

(14)

Stockholders’ Equity

Share Repurchase Program

On July 25, 2011, the Company’s Board of Directors approved a share repurchase program for the repurchase of up to an aggregate of $200 of its outstanding common stock from time to time in open market purchases, privately negotiated transactions or through other appropriate means. The timing and quantity of any shares repurchased depends upon a variety of factors, including business conditions, stock market conditions and business development activities, including, but not limited to, merger and acquisition opportunities. These repurchases may be commenced, suspended or discontinued at any time without prior notice. The Company has repurchased approximately 2.6 shares of common stock for approximately $127

pursuant to the program since its adoption. During the three and nine months ended September 30, 2023 and 2022, there were no repurchases of common stock. Under the New Credit Facilities, the Company may be restricted from repurchasing its common stock under certain circumstances.

Cash Dividends

Holders of the Company’s common stock are entitled to receive dividends when they are declared by the Company’s Board of Directors. During each of the first three quarters of 2023 and 2022, the Company’s Board of Directors declared a cash dividend of $0.22 per share, which totaled $44 and $37 for the nine months ended September 30, 2023 and 2022, respectively. Future dividend declarations, if any, as well as the record and payment dates for such dividends, are subject to the final determination of the Company’s Board of Directors. In addition, under the New Credit Facilities, the Company may be restricted from paying dividends under certain circumstances.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Subsequent Events - Additional Information (Details) - USD ($) $ in Millions				9 Months Ended
	Oct. 31, 2023	Oct. 03, 2023	Oct. 02, 2023	Sep. 30, 2023
Term SOFR Borrowings [Member]
Subsequent Event [Line Items]
Debt instrument, interest rate				2.50%
USD Tranche B [Member] \| Term SOFR Borrowings [Member]
Subsequent Event [Line Items]
Debt instrument, interest rate				2.75%
USD Tranche B [Member] \| Base Rate Borrowings [Member]
Subsequent Event [Line Items]
Debt instrument, interest rate				1.75%
USD Tranche A [Member] \| Term SOFR Borrowings [Member]
Subsequent Event [Line Items]
Debt instrument, interest rate				2.50%
USD Tranche A [Member] \| Base Rate Borrowings [Member]
Subsequent Event [Line Items]
Debt instrument, interest rate				1.50%
Subsequent Event [Member]
Subsequent Event [Line Items]
Repriced loans issuance discount rate		0.25%
Subsequent Event [Member] \| USD Tranche B [Member]
Subsequent Event [Line Items]
Prepayment premium percentage of aggregate principal amount		1.00%
Subsequent Event [Member] \| USD Tranche B [Member] \| Term SOFR Borrowings [Member]
Subsequent Event [Line Items]
Debt instrument, interest rate		2.50%	2.75%
Subsequent Event [Member] \| USD Tranche B [Member] \| Base Rate Borrowings [Member]
Subsequent Event [Line Items]
Debt instrument, interest rate		1.50%	1.75%
Subsequent Event [Member] \| USD Tranche A [Member]
Subsequent Event [Line Items]
Loan voluntary prepayment amount	$ 100

Acquisition - Summary of Estimated Fair Value of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Millions		9 Months Ended
	Aug. 17, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Acquisition Date [Line Items]
Goodwill		$ 2,540		$ 4,308
Total purchase price, net of cash and cash equivalents acquired		$ 0	$ 4,473
Atotech Limited [Member]
Acquisition Date [Line Items]
Cash and cash equivalents	$ 238
Accounts receivable	283
Inventories	244
Other current assets	104
Property, plant and equipment	381
Intangible assets	2,726
Goodwill	3,054
Other assets	131
Total assets acquired	7,161
Accounts payable	194
Other current liabilities	166
Non-current deferred taxes	719
Non-current accrued compensation	99
Other non-current liabilities	81
Total liabilities assumed	1,259
Fair value of assets acquired and liabilities assumed	5,902
Less: Cash and cash equivalents acquired	(238)
Total purchase price, net of cash and cash equivalents acquired	$ 5,664

Business Segment, Geographic Area, and Significant Customer Information (Tables)

9 Months Ended

Sep. 30, 2023

Segment Reporting [Abstract]

Net Revenues, Assets and Goodwill by Reportable Segment

The following table sets forth net revenues by reportable segment:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Vacuum Solutions Division	$	345	$	510	$	1,065	$	1,491
Photonics Solutions Division		276		267		751		793
Materials Solutions Division		311		177		914		177
	$	932	$	954	$	2,730	$	2,461

The following table sets forth segment assets by reportable segment:


September 30, 2023	Accounts receivable, net		Inventories		Total
Vacuum Solutions Division	$	183	$	551	$	734
Photonics Solutions Division		192		294		486
Materials Solutions Division		243		164		407
Total segment assets	$	618	$	1,009	$	1,627


December 31, 2022	Accounts receivable, net		Inventories		Total
Vacuum Solutions Division	$	270	$	491	$	761
Photonics Solutions Division		194		296		490
Materials Solutions Division		256		190		446
Total segment assets	$	720	$	977	$	1,697

Goodwill associated with each of the Company’s reportable segments is as follows:


	VSD			PSD			MSD			Total
Reportable segment:
Gross goodwill, at December 31, 2022	$	336		$	1,031		$	3,087		$	4,454
Foreign currency translation and measurement period adjustments		(1	)		(3	)		(138	)		(142	)
Gross goodwill, at September 30, 2023		335			1,028			2,949			4,312

Accumulated goodwill impairment, at December 31, 2022		(141	)		(5	)		—			(146	)
Impairment charge		—			(372	)		(1,254	)		(1,626	)
Accumulated goodwill impairment, at September 30, 2023		(141	)		(377	)		(1,254	)		(1,772	)

Goodwill, net of accumulated impairment, foreign currency translation and measurement period adjustments, at September 30, 2023	$	194		$	651		$	1,695		$	2,540

Schedule of Reconciles Gross Profit By Reportable Segment To Net (Loss) Income

The following table reconciles gross profit by reportable segment to net (loss) income:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Gross profit by reportable segment:
Vacuum Solutions Division	$	143		$	220		$	443		$	645
Photonics Solutions Division		115			125			323			372
Materials Solutions Division		168			45			465			45
Total gross profit by reportable segment		426			390			1,231			1,062
Operating expenses:
Research and development		71			63			218			168
Selling, general and administrative		167			126			514			319
Acquisition and integration costs		3			31			14			41
Restructuring		1			5			13			10
Amortization of intangible assets		68			47			225			77
Goodwill and intangible asset impairments		—			—			1,827			—
Gain on sale of long-lived assets		(2	)		—			(2	)		(7	)
Income (loss) from operations		118			118			(1,578	)		454
Interest income		(4	)		(1	)		(10	)		(2	)
Interest expense		93			80			266			93
Other expense (income), net		7			(1	)		14			(4	)
Income (loss) before income taxes		22			40			(1,848	)		367
(Benefit) provision for income taxes		(17	)		34			(76	)		88
Net income (loss)	$	39		$	6		$	(1,772	)	$	279

Reconciles Segment Assets to Total Assets

The following table reconciles segment assets to total assets:


	September 30, 2023		December 31, 2022
Total segment assets	$	1,627	$	1,697
Cash and cash equivalents and short-term investments		860		910
Other current assets		288		187
Property, plant and equipment, net		761		800
Right-of-use assets, net		227		234
Goodwill and intangible assets, net		5,154		7,481
Other assets		223		186
Total assets	$	9,140	$	11,495

Schedule of Net Revenues and Long-Lived Assets by Geographic Regions

Intercompany sales between geographic areas are at tax transfer prices and have been eliminated from consolidated net revenues.


	Three Months Ended September 30,				Nine Months Ended September 30,
Net revenues:	2023		2022		2023		2022
United States	$	317	$	393	$	937	$	1,083
China		183		135		505		284
South Korea		99		82		260		260
Japan		59		46		180		147
Germany		44		100		181		176
Other		230		198		667		511
	$	932	$	954	$	2,730	$	2,461


Long-lived assets:	September 30, 2023		December 31, 2022
United States	$	522	$	508
Germany		146		160
China		154		175
Other		325		343
	$	1,147	$	1,186

Debt - Schedule of Long-Term Debt (Detail) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Long-term debt, net	$ 4,787	$ 4,834
New Term Loan Facility [Member]
Debt Instrument [Line Items]
Long-term debt, net	$ 4,787	$ 4,834

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Millions	Total	Common Stock [Member]	Additional Paid-In Capital [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Income (Loss) [Member]
Beginning Balance at Dec. 31, 2021	$ 2,887	$ 0	$ 907	$ 1,991	$ (11)
Beginning Balance, Shares at Dec. 31, 2021		55,500,000
Net issuance under stock-based plans	(6)		(6)
Net issuance under stock-based plans, Shares		100,000
Stock-based compensation	8		8
Cash dividend	(12)			(12)
Comprehensive (loss) income (net of tax):
Net (loss) Income	143			143
Other comprehensive income (loss)	7				7
Ending Balance at Mar. 31, 2022	3,027	$ 0	909	2,122	(4)
Ending Balance, Shares at Mar. 31, 2022		55,600,000
Beginning Balance at Dec. 31, 2021	2,887	$ 0	907	1,991	(11)
Beginning Balance, Shares at Dec. 31, 2021		55,500,000
Comprehensive (loss) income (net of tax):
Net (loss) Income	279
Ending Balance at Sep. 30, 2022	4,149	$ 0	2,124	2,233	(208)
Ending Balance, Shares at Sep. 30, 2022		66,500,000
Beginning Balance at Mar. 31, 2022	3,027	$ 0	909	2,122	(4)
Beginning Balance, Shares at Mar. 31, 2022		55,600,000
Net issuance under stock-based plans	1		1
Net issuance under stock-based plans, Shares		100,000
Stock-based compensation	13		13
Cash dividend	(12)			(12)
Comprehensive (loss) income (net of tax):
Net (loss) Income	130			130
Other comprehensive income (loss)	(30)				(30)
Ending Balance at Jun. 30, 2022	3,129	$ 0	923	2,240	(34)
Ending Balance, Shares at Jun. 30, 2022		55,700,000
Net issuance under stock-based plans	5		5
Net issuance under stock-based plans, Shares		0.1
Shares issued for the acquisition of Atotech Limited, Shares		10,700,000
Shares issued for the acquisition of Atotech Limited	1,186		1,186
Stock-based compensation	10		10
Cash dividend	(13)			(13)
Comprehensive (loss) income (net of tax):
Net (loss) Income	6			6
Other comprehensive income (loss)	(174)				(174)
Ending Balance at Sep. 30, 2022	4,149	$ 0	2,124	2,233	(208)
Ending Balance, Shares at Sep. 30, 2022		66,500,000
Beginning Balance at Dec. 31, 2022	4,483	$ 0	2,142	2,272	69
Beginning Balance, Shares at Dec. 31, 2022		66,600,000
Net issuance under stock-based plans	(6)		(6)
Net issuance under stock-based plans, Shares		100,000
Stock-based compensation	18		18
Cash dividend	(15)			(15)
Comprehensive (loss) income (net of tax):
Net (loss) Income	(42)			(42)
Other comprehensive income (loss)	13				13
Ending Balance at Mar. 31, 2023	4,451	$ 0	2,154	2,215	82
Ending Balance, Shares at Mar. 31, 2023		66,700,000
Beginning Balance at Dec. 31, 2022	4,483	$ 0	2,142	2,272	69
Beginning Balance, Shares at Dec. 31, 2022		66,600,000
Comprehensive (loss) income (net of tax):
Net (loss) Income	(1,772)
Ending Balance at Sep. 30, 2023	2,476	$ 0	2,180	455	(159)
Ending Balance, Shares at Sep. 30, 2023		66,900,000
Beginning Balance at Mar. 31, 2023	4,451	$ 0	2,154	2,215	82
Beginning Balance, Shares at Mar. 31, 2023		66,700,000
Net issuance under stock-based plans	1		1
Net issuance under stock-based plans, Shares		200,000
Stock-based compensation	13		13
Cash dividend	(15)			(15)
Comprehensive (loss) income (net of tax):
Net (loss) Income	(1,769)			(1,769)
Other comprehensive income (loss)	(186)				(186)
Ending Balance at Jun. 30, 2023	2,495	$ 0	2,168	431	(104)
Ending Balance, Shares at Jun. 30, 2023		66,900,000
Net issuance under stock-based plans	(1)		(1)
Net issuance under stock-based plans, Shares		0
Stock-based compensation	13		13
Cash dividend	(15)			(15)
Comprehensive (loss) income (net of tax):
Net (loss) Income	39			39
Other comprehensive income (loss)	(55)				(55)
Ending Balance at Sep. 30, 2023	$ 2,476	$ 0	$ 2,180	$ 455	$ (159)
Ending Balance, Shares at Sep. 30, 2023		66,900,000

Acquisition (Tables) - Atotech Limited [Member]

9 Months Ended

Sep. 30, 2023

Business Acquisition [Line Items]

Summary of Purchase Price

The purchase price of Atotech consisted of the following:


Cash consideration to Atotech stockholders, net	$	2,886
Value of MKS shares issued		1,186
Repayment of Atotech senior secured term loans		1,545
Settlement of accelerated Atotech share-based awards		47
Total purchase price, net of cash and cash equivalents acquired	$	5,664

Summary of Estimated Fair Value of Assets Acquired and Liabilities Assumed

The following table summarizes the allocation of the purchase price to the fair values assigned to assets acquired and liabilities assumed at the Effective Date, inclusive of immaterial measurement period adjustments:


Cash and cash equivalents	$	238
Accounts receivable		283
Inventories		244
Other current assets		104
Property, plant and equipment		381
Intangible assets		2,726
Goodwill		3,054
Other assets		131
Total assets acquired		7,161
Accounts payable		194
Other current liabilities		166
Non-current deferred taxes		719
Non-current accrued compensation		99
Other non-current liabilities		81
Total liabilities assumed		1,259
Fair value of assets acquired and liabilities assumed		5,902
Less: Cash and cash equivalents acquired		(238	)
Total purchase price, net of cash and cash equivalents acquired	$	5,664

Allocation of Acquired Intangible Assets and Related Estimates of Useful Lives

The following table reflects the allocation of the acquired intangible assets and related estimate of useful lives at the Effective Date:


Customer relationships	$	1,756	11-14 years
Completed technology		595	8-9 years
Trade names		145	16 years
Backlog		40	1.5 years
In-process research and development		190
	$	2,726

Schedule of Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information presents the combined results of operations of the Company as if the Atotech Acquisition had occurred on January 1, 2021. The unaudited pro forma financial information is not necessarily indicative of what the Company’s condensed consolidated results of operations actually would have been had the acquisition occurred on the assumed date. In addition, the unaudited pro forma financial information does not attempt to project the future results of operations of the combined Company.


	Three Months Ended			Nine Months Ended
	September 30, 2022			September 30, 2022
Total net revenues	$	1,141		$	3,364
Net (loss) income	$	(34	)	$	140

The unaudited pro forma information above give effect primarily to the following:

•

applying the Company’s accounting policies;

•

incremental interest expense related to the New Term Loan Facility;

•

incremental amortization of acquired intangible assets related to the estimated fair value from the purchase price allocation;

•

incremental depreciation of acquired property, plant and equipment related to the estimated fair value from the purchase price allocation;

•

incremental compensation expense for share-based compensation arrangements; and

•

the estimated tax impact of the above adjustments.

Restructuring (Tables)

9 Months Ended

Sep. 30, 2023

Restructuring and Related Activities [Abstract]

Schedule of Restructuring Activities

Restructuring activities were as follows:


	Nine Months Ended September 30,
	2023			2022
Restructuring accrual beginning of period	$	3		$	3
Charged to expense		13			10
Payments and adjustments		(10	)		(10	)
Restructuring accrual end of period	$	6		$	3

Business Segment, Geographic Area, and Significant Customer Information - Additional Information (Detail)	9 Months Ended
	Sep. 30, 2023 Segment
Segment Reporting Information [Line Items]
Number of reportable segments	3

Derivatives - Summary of Primary Net Hedging Positions and Fair Values of Foreign Exchange Forward Contracts Outstanding (Detail) - Foreign Exchange Forward Contracts [Member] - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Derivative [Line Items]
Currency Hedged (Buy/Sell), Gross Notional Value, Net	$ 237	$ 702
Currency Hedged (Buy/Sell), Fair Value, (Liability)/Asset, Net	4	(1)
U.S. Dollar/Japanese Yen [Member]
Derivative [Line Items]
Currency Hedged (Buy/Sell), Gross Notional Value, Net	56	57
Currency Hedged (Buy/Sell), Fair Value, (Liability)/Asset, Net	4	0
U.S. Dollar/South Korean Won [Member]
Derivative [Line Items]
Currency Hedged (Buy/Sell), Gross Notional Value, Net	80	75
Currency Hedged (Buy/Sell), Fair Value, (Liability)/Asset, Net	0	(4)
U.S. Dollar/Taiwan Dollar [Member]
Derivative [Line Items]
Currency Hedged (Buy/Sell), Gross Notional Value, Net	21	33
Currency Hedged (Buy/Sell), Fair Value, (Liability)/Asset, Net	1	1
U.S. Dollar/U.K. Pound Sterling [Member]
Derivative [Line Items]
Currency Hedged (Buy/Sell), Gross Notional Value, Net		7
Currency Hedged (Buy/Sell), Fair Value, (Liability)/Asset, Net		0
U.S. Dollar/Singapore Dollar [Member]
Derivative [Line Items]
Currency Hedged (Buy/Sell), Gross Notional Value, Net	1	1
Currency Hedged (Buy/Sell), Fair Value, (Liability)/Asset, Net	0	0
U.S. dollar/Chinese renminbi
Derivative [Line Items]
Currency Hedged (Buy/Sell), Gross Notional Value, Net	13	9
Currency Hedged (Buy/Sell), Fair Value, (Liability)/Asset, Net	0	0
Euro/U.S. Dollar [Member]
Derivative [Line Items]
Currency Hedged (Buy/Sell), Gross Notional Value, Net	22	485
Currency Hedged (Buy/Sell), Fair Value, (Liability)/Asset, Net	0	1
Euro/Chinese Renminbi [Member]
Derivative [Line Items]
Currency Hedged (Buy/Sell), Gross Notional Value, Net	18	31
Currency Hedged (Buy/Sell), Fair Value, (Liability)/Asset, Net	(1)	1
U.K. Pound Sterling/U.S. Dollar [Member]
Derivative [Line Items]
Currency Hedged (Buy/Sell), Gross Notional Value, Net	26
Currency Hedged (Buy/Sell), Fair Value, (Liability)/Asset, Net	$ 0
U.K. Pound Sterling/Euro [Member]
Derivative [Line Items]
Currency Hedged (Buy/Sell), Gross Notional Value, Net		4
Currency Hedged (Buy/Sell), Fair Value, (Liability)/Asset, Net		$ 0

Net Income (Loss) Per Share - Computation of Basic and Diluted Net Income (Loss) Per Share (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Numerator:
Net Income (Loss)	$ 39	$ (1,769)	$ (42)	$ 6	$ 130	$ 143	$ (1,772)	$ 279
Denominator:
Shares used in net income (loss) per common share - basic	66.9			61.0			66.8	57.4
Effect of dilutive securities	0.2			0.1			0.0	0.2
Shares used in net income (loss) per common share - diluted	67.1			61.1			66.8	57.6
Net income (loss) per common share:
Basic	$ 0.59			$ 0.09			$ (26.53)	$ 4.85
Net income (loss) per common share:
Diluted	$ 0.58			$ 0.09			$ (26.53)	$ 4.84

Pay vs Performance Disclosure - USD ($) $ in Millions	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Millions	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ 39	$ (1,769)	$ (42)	$ 6	$ 130	$ 143	$ (1,772)	$ 279

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
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-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 32: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
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Reference 34: http://www.xbrl.org/2003/role/disclosureRef
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Reference 35: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
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-Name Accounting Standards Codification
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-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
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Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B

Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef
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-Paragraph 2
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Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef
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-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

Acquisition - Summary of Purchase Price (Detail) - USD ($) $ in Millions		9 Months Ended
	Aug. 17, 2022	Sep. 30, 2023	Sep. 30, 2022
Business Acquisition [Line Items]
Repayment of Atotech senior secured term loans		$ 67	$ 835
Total purchase price, net of cash and cash equivalents acquired		$ 0	$ 4,473
Atotech Limited [Member]
Business Acquisition [Line Items]
Cash paid for outstanding shares	$ 2,886
Value of MKS shares issued	1,186
Repayment of Atotech senior secured term loans	1,545
Settlement of accelerated share-based awards	47
Total purchase price, net of cash and cash equivalents acquired	5,664
Total purchase price, net of cash and cash equivalents acquired	$ 5,664

Product Warranties

9 Months Ended

Sep. 30, 2023

Guarantees and Product Warranties [Abstract]

Product Warranties

(9)

Product Warranties

The Company provides for the estimated costs to fulfill customer warranty obligations upon the recognition of the related revenue. The Company’s warranty obligations are affected by shipment volume, product failure rates, utilization levels, material usage and supplier warranties on parts delivered to the Company. Should actual product failure rates, utilization levels, material usage, or supplier warranties on parts differ from the Company’s estimates, revisions to the estimated warranty liability would be required. The Company engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of its component suppliers.

Product warranty activities were as follows:


	Nine Months Ended September 30,
	2023			2022
Beginning of period	$	27		$	21
Assumed product warranty liability from Atotech Acquisition		—			5
Provision for product warranties		8			20
Charges to warranty liability		(11	)		(21	)
End of period	$	24		$	25

As of September 30, 2023, short-term product warranties of $16 and long-term product warranties of $8 were included within other current liabilities and other non-current liabilities, respectively, within the accompanying condensed consolidated balance sheet. As of September 30, 2022, short-term product warranties of $19 and long-term product warranties of $6 were included within other current liabilities and other non-current liabilities, respectively, within the accompanying condensed consolidated balance sheet.

Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income (Unaudited) - USD ($) shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Net revenues:
Net revenues	$ 932	$ 954	$ 2,730	$ 2,461
Cost of revenues:
Cost of revenues	506	564	1,499	1,399
Gross profit	426	390	1,231	1,062
Research and development	71	63	218	168
Selling, general and administrative	167	126	514	319
Acquisition and integration costs	3	31	14	41
Restructuring	1	5	13	10
Amortization of intangible assets	68	47	225	77
Goodwill and intangible asset impairments	0	0	1,827	0
Gain on sale of long-lived assets	(2)	0	(2)	(7)
Income (loss) from operations	118	118	(1,578)	454
Interest income	(4)	(1)	(10)	(2)
Interest expense	93	80	266	93
Other expense (income), net	7	(1)	14	(4)
Income (loss) before income taxes	22	40	(1,848)	367
(Benefit) provision for income taxes	(17)	34	(76)	88
Net income (loss)	39	6	(1,772)	279
Other comprehensive (loss) income, net of tax:
Changes in value of financial instruments designated as cash flow hedges	16	48	45	73
Foreign currency translation adjustments	(96)	(227)	(269)	(275)
Change in net investment hedge	21	0	8	0
Unrecognized gain (loss) on investments	4	0	(7)	0
Net unrecognized pension gain (loss)	0	5	(5)	5
Total comprehensive (loss) income	$ (16)	$ (168)	$ (2,000)	$ 82
Net income (loss) per share:
Basic	$ 0.59	$ 0.09	$ (26.53)	$ 4.85
Diluted	$ 0.58	$ 0.09	$ (26.53)	$ 4.84
Weighted average common shares outstanding:
Basic	66.9	61.0	66.8	57.4
Diluted	67.1	61.1	66.8	57.6
Products [Member]
Net revenues:
Net revenues	$ 818	$ 841	$ 2,416	$ 2,153
Cost of revenues:
Cost of revenues	446	506	1,326	1,243
Services [Member]
Net revenues:
Net revenues	114	113	314	308
Cost of revenues:
Cost of revenues	$ 60	$ 58	$ 173	$ 156

Product Warranties (Tables)

9 Months Ended

Sep. 30, 2023

Guarantees and Product Warranties [Abstract]

Product Warranty Activities

Product warranty activities were as follows:


	Nine Months Ended September 30,
	2023			2022
Beginning of period	$	27		$	21
Assumed product warranty liability from Atotech Acquisition		—			5
Provision for product warranties		8			20
Charges to warranty liability		(11	)		(21	)
End of period	$	24		$	25

Inventories

9 Months Ended

Sep. 30, 2023

Inventory Disclosure [Abstract]

Inventories

(5)

Inventories

Inventories consist of the following:


	September 30, 2023		December 31, 2022
Raw materials	$	747	$	689
Work-in-process		99		115
Finished goods		163		173
Total	$	1,009	$	977

Debt

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Debt

(8)

Debt

The Company’s outstanding debt is as follows:


	September 30, 2023		December 31, 2022
Short-term debt:
New Term Loan Facility	$	87	$	93
Long-term debt, net:
New Term Loan Facility	$	4,787	$	4,834

Long-term debt is net of deferred financing fees, original issuance discount and repricing fees in the aggregate amount of $173 and $195 as of September 30, 2023 and December 31, 2022, respectively.

New Credit Facilities

In connection with the completion of the Atotech Acquisition, the Company entered into a credit agreement with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, Barclays Bank PLC, and the lenders from time to time party thereto (the “New Credit Agreement”). The New Credit Agreement provides for (i) a senior secured term loan facility (the “New Term Loan Facility”) comprised of three tranches: a USD 1,000 loan (the “USD Tranche A”), a USD 3,600 loan (the “USD Tranche B”) and a EUR 600 loan (the “Euro Tranche B”), each of which were borrowed in full on the Effective Date, and (ii) a senior secured revolving credit facility of USD 500 (the “New Revolving Facility” and, together with the New Term Loan Facility, the “New Credit Facilities”), with the commitments under each of the foregoing facilities subject to increase from time to time subject to certain conditions.

Borrowings under the New Credit Facilities bear interest at a rate per annum equal to, at the Company’s option, any of the following, plus, in each case, an applicable margin: (a) with respect to the USD Tranche A, the USD Tranche B and the New Revolving Facility, (x) a base rate determined by reference to the highest of (1) the federal funds effective rate plus 0.50%, (2) the prime rate quoted in The Wall Street Journal, or (3) a forward-looking term rate based on Term SOFR (plus an applicable credit spread adjustment) for an interest period of one month, plus 1.00%; and (y) a Term SOFR rate (plus an applicable credit spread adjustment) for the interest period relevant to such borrowing, subject to a rate floor of (I) with respect to the USD Tranche B, 0.50% and (II) with respect to the USD Tranche A and the New Revolving Facility, 0.0%; and (b) with respect to the Euro Tranche B, a Euro Interbank Offered Rate (“EURIBOR”) rate determined by reference to the costs of funds for Euro deposits for the interest period relevant to such borrowing adjusted for certain additional costs, subject to a EURIBOR rate floor of 0.0%. The USD Tranche A was issued with original issue discount of 0.25% of the principal amount thereof. The USD Tranche B and the Euro Tranche B were issued with original issue discount of 2.00% of the principal amount thereof. The applicable margin for borrowings under the USD Tranche A is 1.50% with respect to base rate borrowings and 2.50% with respect to Term SOFR borrowings. The applicable margin for borrowings under the USD Tranche B is 1.75% with respect to base rate borrowings and 2.75% with respect to Term SOFR borrowings. The applicable margin for borrowings under the Euro Tranche B is 3.00%. The applicable margin for borrowings under the New Revolving Facility is 1.50% with respect to base rate borrowings and 2.50% with respect to Term SOFR borrowings.

In addition to paying interest on outstanding principal under the New Credit Facilities, the Company is required to pay a commitment fee in respect of the unutilized commitments under the New Revolving Facility. The initial commitment fee is 0.375% per annum. Commencing with the delivery of financial statements with respect to the first quarter ending after the closing of the New Credit Agreement, the commitment fee is subject to downward adjustment based on the Company’s first lien net leverage ratio as of the end of the preceding quarter. The Company must also pay customary letter of credit fees and agency fees.

The Company incurred $242 of deferred financing fees and original issue discount related to the term loans under the New Term Loan Facility, which are included in long-term debt, net in the accompanying condensed consolidated balance sheets and are being amortized to interest expense over the estimated life of the term loans using the effective interest method. A portion of the deferred financing fees and original issue discount was accelerated in connection with the debt prepayment and extinguishment of the Prior Term Loan Facility (as defined below).

Under the New Credit Agreement, the Company is required to prepay outstanding term loans, subject to certain exceptions, with portions of its annual excess cash flow as well as with the net cash proceeds of certain of its asset sales, certain casualty and condemnation events and the incurrences or issuances of certain debt.

If at any time the aggregate amount of outstanding loans, unreimbursed letter of credit drawings and undrawn letters of credit under the New Revolving Facility exceeds the aggregate commitments under the New Revolving Facility, the Company is required to repay outstanding loans and/or cash collateralize letters of credit, with no reduction of the commitment amount.

The Company may voluntarily prepay outstanding loans under the New Credit Facilities from time to time, subject to certain conditions, without premium or penalty other than customary “breakage” costs with respect to Term SOFR or EURIBOR loans; provided, however, that subject to certain exceptions, if on or prior to the date that is twelve months after the closing date of the New Term Loan Facility, the Company prepaid any loans under the USD Tranche B or the Euro Tranche B in connection with a repricing transaction, the Company would have been required to pay a prepayment premium of 1.00% of the aggregate principal amount of the loans so prepaid. Additionally, the Company may voluntarily reduce the unutilized portion of the commitment amount under the New Revolving Facility.

The Company is required to make scheduled quarterly payments each equal to 1.25% of the original principal amount of the USD Tranche A (increasing to 1.875% in years 3 and 4 and 2.50% in year 5) and 0.25% of the original principal amount of the USD Tranche B and the Euro Tranche B, beginning with the fiscal quarter ended December 31, 2022, with the balance due thereunder on the fifth anniversary of the closing date in the case of the USD Tranche A and the seventh anniversary of the closing date in the case of the USD Tranche B and the Euro Tranche B.

There is no scheduled amortization under the New Revolving Facility. Any principal amount outstanding under the New Revolving Facility is due and payable in full on the fifth anniversary of the closing date.

The Company incurred $7 of costs in connection with the New Revolving Facility, which were capitalized and included in other assets in the accompanying condensed consolidated balance sheet and are being amortized to interest expense over the estimated life of four years. As a result of the termination of the Prior ABL Credit Facility (as defined below) concurrently with the Company’s entry into the New Revolving Facility, the Company wrote off an immaterial amount of previously capitalized debt issuance costs.

All obligations under the New Credit Facilities are guaranteed by certain of the Company’s wholly-owned domestic subsidiaries and are required to be guaranteed by certain of the Company’s future wholly-owned domestic subsidiaries, and are secured by substantially all of the Company’s assets and the assets of such subsidiaries, subject to certain exceptions and exclusions.

Under the New Credit Agreement, the Company has the ability to incur additional incremental debt facilities in an amount up to (x) the greater of (1) $1,011 and (2) 75% of consolidated EBITDA, plus (y) an amount equal to the sum of all voluntary prepayments of term loans under the New Term Loan Facility, plus (z) an additional unlimited amount subject to pro forma compliance with certain leverage ratio tests (based on the security and priority of such incremental debt).

Under the USD Tranche A and the New Revolving Facility, so long as any USD Tranche A loans (or commitments in respect thereof) are outstanding as of the end of any fiscal quarter, the Company may not allow its total net leverage ratio as of the end of such fiscal quarter to be greater than 5.50 to 1.00, with an annual step-down of 0.25:1.00 and subject to a step-up of 0.50:1.00 for the four full fiscal quarter period following any material acquisition, not to exceed 5.50 to 1.00.

In addition, in the event there are no loans outstanding under the USD Tranche A, as of the end of any fiscal quarter of the Company when the aggregate amount of loans outstanding under the New Revolving Facility (net of (a) all letters of credit (whether cash collateralized or not) and (b) unrestricted cash of the Company and its restricted subsidiaries) exceeds 35% of the aggregate amount of all commitments under the New Revolving Facility in effect as of such date, the Company may not allow its first lien net leverage ratio as of the end of each such fiscal quarter to be greater than 6.00 to 1.00.

The USD Tranche B and the Euro Tranche B are not subject to financial maintenance covenants.

The New Credit Agreement contains a number of negative covenants that, among other things and subject to certain exceptions, restrict the ability of the Company and each of its subsidiaries to incur additional indebtedness; pay dividends on its capital stock or redeem, repurchase or retire its capital stock or its subordinated indebtedness; make investments, loans and acquisitions; create restrictions on the payment of dividends or other amounts to the Company from the Company’s restricted subsidiaries or restrictions on the ability of the Company’s restricted subsidiaries to incur liens; engage in transactions with its affiliates; sell assets, including capital stock of its subsidiaries; materially alter the business it conducts; consolidate or merge; incur liens; and engage in sale-leaseback transactions.

The New Credit Agreement also contains customary representations and warranties, affirmative covenants and provisions relating to events of default. If an event of default occurs, the lenders under the New Credit Facilities will be entitled to take various actions, including the acceleration of amounts due under the New Credit Facilities and all actions permitted to be

taken by a secured creditor. As of September 30, 2023, the Company was in compliance with all covenants under the New Credit Agreement.

The proceeds of the New Term Loan Facility were used on the Effective Date, among other things, to fund a portion of the consideration payable in connection with the Atotech Acquisition and to refinance the Prior Term Loan Facility and the Prior ABL Credit Facility and certain indebtedness of Atotech. The Company also paid certain customary fees and expenses of JPMorgan Chase Bank, N.A., Barclays Bank PLC, BofA Securities Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and Mizuho Bank, Ltd. in their respective capacities as lead arrangers and bookrunners in connection with the New Credit Facilities.

On the Effective Date, in connection with the entry into the New Credit Agreement described above, the Company terminated and prepaid the prior term loan credit facility under that certain Term Loan Credit Agreement, dated as of April 29, 2016, by and among the Company, Barclays Bank PLC and the other financial institutions from time to time party thereto (as amended, the “Prior Term Loan Credit Agreement” and the term loan credit facility thereunder, the “Prior Term Loan Facility”) and terminated the prior revolving credit facility under that certain ABL Credit Agreement, dated as of February 1, 2019, by and among the Company, Barclays Bank PLC and the other financial institutions from time to time party thereto (as amended, the “Prior ABL Credit Agreement” and the revolving credit facility thereunder, the “Prior ABL Credit Facility”).

As of September 30, 2023, the outstanding principal amount of the New Term Loan Facility was $5,047 and the weighted average interest rate was 7.9%. As of September 30, 2023, there were no borrowings under the New Revolving Facility.

Lines of Credit and Borrowing Arrangements

Certain of the Company’s Japanese subsidiaries have lines of credit and a financing facility with various financial institutions, many of which generally expire and are renewed at three-month intervals with the remaining having no expiration date. The lines of credit and financing facility provided for aggregate borrowings as of September 30, 2023 of up to an equivalent of $13. There were no borrowings outstanding under these arrangements at September 30, 2023 and December 31, 2022.

Contractual maturities of the Company’s debt obligations as of September 30, 2023 are as follows:


Year	Amount
2023 (remaining)	$	22
2024		93
2025		110
2026		115
2027		695
2028		42
Thereafter		3,970

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Derivatives (Tables)

9 Months Ended

Sep. 30, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Summary of Primary Net Hedging Positions and Fair Values of Foreign Exchange Forward Contracts Outstanding

The following tables summarize the primary net hedging positions and fair values of foreign exchange forward contracts outstanding as of September 30, 2023 and December 31, 2022:


	September 30, 2023
Currency Hedged (Buy/Sell)	Net Notional Value		Fair Value Asset (Liability)
U.S. dollar/Japanese yen	$	56	$	4
U.S. dollar/South Korean won		80		—
U.S. dollar/Taiwan dollar		21		1
U.S. dollar/Singapore dollar		1		—
U.S. dollar/Chinese renminbi		13		—
Euro/U.S. dollar		22		—
Euro/Chinese renminbi		18		(1	)
U.K. pound sterling/U.S. dollar		26		—
Total	$	237	$	4


	December 31, 2022
Currency Hedged (Buy/Sell)	Net Notional Value		Fair Value (Liability) Asset
U.S. dollar/Japanese yen	$	57	$	—
U.S. dollar/South Korean won		75		(4	)
U.S. dollar/Taiwan dollar		33		1
U.S. dollar/U.K. pound sterling		7		—
U.S. dollar/Singapore dollar		1		—
U.S. dollar/Chinese renminbi		9		—
Euro/U.S. dollar		485		1
Euro/Chinese renminbi		31		1
U.K. pound sterling/euro		4		—
Total	$	702	$	(1	)

Summary of Net (Gains) on Derivatives Designated as Cash Flow Hedging Instruments

The following table summarizes the net (gains) on derivatives designated as cash flow hedging instruments:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Foreign exchange forward contracts:
Net (gains) recognized in accumulated OCI	$	(16	)	$	(48	)	$	(45	)	$	(73	)
Net (gains) reclassified from accumulated OCI into income	$	(2	)	$	(5	)	$	(4	)	$	(9	)

Summary of The Terms And Fair Values of Interest Rate Swaps and Interest Rate Caps

The following table summarizes the terms and fair values of interest rate swaps and interest rate caps outstanding at September 30, 2023 and December 31, 2022:


									September 30, 2023		December 31, 2022
Effective Date	Maturity	Fixed Rate			Notional Amount at Effective Date		Notional Amount at September 30, 2023		Fair Value Asset		Fair Value Asset
Interest Rate Swaps
April 5, 2019	March 31, 2023		2.309	%	$	300	$	—	$	—	$	1
June 30, 2023	February 28, 2025		0.391	%		200		200		13		16
June 30, 2023	February 28, 2025		0.543	%		300		300		19		22
September 30, 2022	September 30, 2026		3.156	%		350		350		14		8
January 2, 2024	January 31, 2028		2.841	%		250		—		13		5
September 30, 2022	September 30, 2027		3.198	%		350		350		15		8
January 2, 2024	January 31, 2029		2.986	%		250		—		14		4
September 30, 2022	September 30, 2026		3.358	%		600		600		15		10
						2,600		1,800		103		74
Interest Rate Caps
June 30, 2023	January 31, 2024		0.805	%		350		350		5		15
June 30, 2023	January 31, 2024		0.805	%		350		350		5		15
						700		700		10		30
		Total			$	3,300	$	2,500	$	113	$	104

Summary of Losses on Derivatives Not Designated as Hedging Instruments

The following table summarizes the losses on derivatives not designated as hedging instruments, consisting of balance sheet hedges and interest rate caps:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net losses recognized in income	$	12	$	11	$	28	$	4

Business Segment, Geographic Area, and Significant Customer Information - Schedule of Reconciles Gross Profit By Reportable Segment To Net (Loss) Income (Detail) - USD ($) $ in Millions	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Segment Reporting Information [Line Items]
Gross profit	$ 426			$ 390			$ 1,231	$ 1,062
Research and development	71			63			218	168
Selling, general and administrative	167			126			514	319
Acquisition and integration costs	3			31			14	41
Restructuring charges	1			5			13	10
Amortization of intangible assets	68			47			225	77
Goodwill and intangible asset impairments	0			0			1,827	0
Gain on sale of long-lived assets	(2)			0			(2)	(7)
Income (loss) from operations	118			118			(1,578)	454
Interest income	(4)			(1)			(10)	(2)
Interest expense	93			80			266	93
Other expense (income), net	7			(1)			14	(4)
Income (loss) before income taxes	22			40			(1,848)	367
(Benefit) provision for income taxes	(17)			34			(76)	88
Net income (loss)	39	$ (1,769)	$ (42)	6	$ 130	$ 143	(1,772)	279
Vacuum Solutions Division [Member]
Segment Reporting Information [Line Items]
Gross profit	143			220			443	645
Photonics Solutions Division [Member]
Segment Reporting Information [Line Items]
Gross profit	115			125			323	372
Materials Solutions Division [Member]
Segment Reporting Information [Line Items]
Gross profit	$ 168			$ 45			$ 465	$ 45

Restructuring

9 Months Ended

Sep. 30, 2023

Restructuring and Related Activities [Abstract]

Restructuring

(16)

Restructuring

The Company recorded restructuring charges of $1 and $13 during the three and nine months ended September 30, 2023, respectively, primarily related to severance costs due to global cost-saving initiatives implemented in each of the first and second quarters of 2023. The Company recorded restructuring charges of $5 during the three months ended September 30, 2022, primarily related to executive payments related to the Atotech Acquisition, and $10 during the nine months ended September 30, 2022, primarily related to severance costs due to a global cost-saving initiative, the closure of two facilities in Europe and executive payments related to the Atotech Acquisition.

Restructuring activities were as follows:


	Nine Months Ended September 30,
	2023			2022
Restructuring accrual beginning of period	$	3		$	3
Charged to expense		13			10
Payments and adjustments		(10	)		(10	)
Restructuring accrual end of period	$	6		$	3

Inventories - Summary of Inventories (Detail) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Raw materials	$ 747	$ 689
Work-in-process	99	115
Finished goods	163	173
Total	$ 1,009	$ 977

Revenue from Contracts with Customers - Schedule of Deferred Revenue and Customer Advances by Arrangement (Parenthetical) (Detail) - USD ($) $ in Millions	Sep. 30, 2023	Jan. 01, 2023	Dec. 31, 2022	Sep. 30, 2022	Jan. 01, 2022
Change in Contract with Customer, Liability [Line Items]
Non-current deferred revenue	$ 2	$ 2		$ 1	$ 3
Deferred revenue and customer advances	80		$ 94
Deferred Revenue [Member]
Change in Contract with Customer, Liability [Line Items]
Deferred revenue and customer advances	$ 80	$ 94		$ 103	$ 37

Net Income (Loss) Per Share (Tables)

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Computation of Basic and Diluted Net Income (Loss) Per Share

The following table sets forth the computation of basic and diluted net income (loss) per share:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023			2022
Numerator:
Net income (loss)	$	39	$	6	$	(1,772	)	$	279
Denominator:
Shares used in net income (loss) per common share – basic		66.9		61.0		66.8			57.4
Effect of dilutive securities		0.2		0.1		—			0.2
Shares used in net income (loss) per common share – diluted		67.1		61.1		66.8			57.6
Net income (loss) per common share:
Basic	$	0.59	$	0.09	$	(26.53	)	$	4.85
Diluted	$	0.58	$	0.09	$	(26.53	)	$	4.84

Derivatives - Summary of Losses on Derivatives Not Designated as Hedging Instruments (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Interest Rate Caps [Member]
Derivative Instruments Gain Loss Not Designated As Hedging Instruments [Line Items]
Net losses recognized in income	$ 12	$ 11	$ 28	$ 4

Commitments and Contingencies

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

(17)

Commitments and Contingencies

Litigation

The Company is subject to various legal proceedings and claims that have arisen in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s results of operations, financial condition or cash flows.

Business Segment, Geographic Area, and Significant Customer Information - Segment Assets by Reportable Segment (Detail) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Segment Reporting Information [Line Items]
Accounts receivable, net	$ 618	$ 720
Inventories	1,009	977
Total assets	1,627	1,697
Operating Segments [Member] \| Vacuum Solutions Division Member
Segment Reporting Information [Line Items]
Accounts receivable, net	183	270
Inventories	551	491
Total assets	734	761
Operating Segments [Member] \| Photonics Solutions Division [Member]
Segment Reporting Information [Line Items]
Accounts receivable, net	192	194
Inventories	294	296
Total assets	486	490
Operating Segments [Member] \| Materials Solutions Division [Member]
Segment Reporting Information [Line Items]
Accounts receivable, net	243	256
Inventories	164	190
Total assets	$ 407	$ 446

Derivatives - Summary of Net (Gains) on Derivatives Designated as Cash Flow Hedging Instruments (Detail) - Cash Flow Hedging [Member] - Foreign Exchange Forward Contracts [Member] - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Derivative Instruments, Gain (Loss) [Line Items]
Net (gains) recognized in accumulated OCI	$ (16)	$ (48)	$ (45)	$ (73)
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax, Parent	Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax, Parent	Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax, Parent	Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax, Parent
Net (gains) reclassified from accumulated OCI into income	$ (2)	$ (5)	$ (4)	$ (9)
Derivative Instrument, Gain (Loss) Reclassified from AOCI into Income, Effective Portion, Statement of Income or Comprehensive Income [Extensible Enumeration]	Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent	Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent	Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent	Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent

Business Segment, Geographic Area, and Significant Customer Information - Net Revenues by Reportable Segment (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Segment Reporting Information [Line Items]
Net revenues	$ 932	$ 954	$ 2,730	$ 2,461
Vacuum Solutions Division [Member]
Segment Reporting Information [Line Items]
Net revenues	345	510	1,065	1,491
Photonics Solutions Division [Member]
Segment Reporting Information [Line Items]
Net revenues	276	267	751	793
Materials Solutions Division [Member]
Segment Reporting Information [Line Items]
Net revenues	$ 311	$ 177	$ 914	$ 177

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis

Assets and liabilities of the Company are measured at fair value on a recurring basis as of September 30, 2023 and are summarized as follows:


			Fair Value Measurements at Reporting Date Using
Description	September 30, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents:
Money market funds	$	278	$	278	$	—	$	—
Time deposits		13		13		—		—
Available-for-sale securities:
Time deposits and certificates of deposit		1		—		1		—
Group insurance contracts		6		—		6		—
Derivatives
Foreign exchange forward contracts		7		—		7		—
Interest rate hedges - non-current		113		—		113		—
Pension and deferred compensation plan assets		19		—		19		—
Total assets	$	437	$	291	$	146	$	—
Liabilities:
Derivatives
Foreign exchange forward contracts	$	3	$	—	$	3	$	—
Total liabilities	$	3	$	—	$	3	$	—
Reported as follows:
Assets:
Cash and cash equivalents	$	291	$	291	$	—	$	—
Short-term investments		1		—		1		—
Other current assets		7		—		7		—
Total current assets	$	299	$	291	$	8	$	—
Other assets	$	138	$	—	$	138	$	—
Liabilities:
Other current liabilities	$	3	$	—	$	3	$	—

Assets and liabilities of the Company are measured at fair value on a recurring basis as of December 31, 2022 and are summarized as follows:


			Fair Value Measurements at Reporting Date Using
Description	December 31, 2022		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents:
Money market funds	$	60	$	60	$	—	$	—
Available-for-sale securities:
Time deposits and certificates of deposit		1		—		1		—
Group insurance contracts		6		—		6		—
Derivatives
Foreign exchange forward contracts		7		—		7		—
Interest rate hedges-non-current		104		—		104		—
Pension and deferred compensation plan assets		17		—		17		—
Total assets	$	195	$	60	$	135	$	—
Liabilities:
Derivatives
Foreign exchange forward contracts	$	8	$	—	$	8	$	—
Total liabilities	$	8	$	—	$	8	$	—
Reported as follows:
Assets:
Cash and cash equivalents	$	60	$	60	$	—	$	—
Short-term investments		1		—		1		—
Other current assets		8		—		8		—
Total current assets	$	69	$	60	$	9	$	—
Other assets	$	126	$	—	$	126	$	—
Liabilities:
Other current liabilities	$	8	$	—	$	8	$	—

Schedule of Estimated Carrying Value and Fair Value of Company's Debt

The estimated carrying value and fair value of the Company’s debt as of September 30, 2023 and December 31, 2022 are as follows:


	September 30, 2023				December 31, 2022
	Carrying Value		Fair Value		Carrying Value		Fair Value
Outstanding debt	$	5,047	$	5,052	$	5,122	$	5,071

The estimated carrying value and fair value of the Company’s debt

Debt - Schedule of Short-Term Debt (Detail) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Short Term Debt [Line Items]
Short term debt	$ 87	$ 93
New Term Loan Facility [Member]
Short Term Debt [Line Items]
Short term debt	$ 87	$ 93

Restructuring - Schedule of Restructuring Activities (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Restructuring and Related Activities [Abstract]
Restructuring accrual beginning of period			$ 3	$ 3
Charged to expense	$ 1	$ 5	13	10
Payments and adjustments			(10)	(10)
Restructuring accrual end of period	$ 6	$ 3	$ 6	$ 3

Business Segment, Geographic Area, and Significant Customer Information - Summary of Goodwill Associated with Reportable Segments (Detail) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Segment Reporting Information [Line Items]
Beginning balance, Goodwill Gross Carrying Amount	$ 4,454
Foreign currency translation and measurement period adjustments, Net	(142)
Ending balance, Goodwill Gross Carrying Amount	4,312
Beginning balance, Accumulated Impairment Loss	(146)
Impairment charge, Net	(1,626)
Ending balance, Accumulated Impairment Loss	(1,772)
Goodwill, net of accumulated impairment and foreign currency translation and measurement period adjustments, at September 30, 2023	2,540	$ 4,308
Vacuum Solutions Division [Member]
Segment Reporting Information [Line Items]
Beginning balance, Goodwill Gross Carrying Amount	336
Foreign currency translation and measurement period adjustments, Net	(1)
Ending balance, Goodwill Gross Carrying Amount	335
Beginning balance, Accumulated Impairment Loss	(141)
Impairment charge, Net	0
Ending balance, Accumulated Impairment Loss	(141)
Goodwill, net of accumulated impairment and foreign currency translation and measurement period adjustments, at September 30, 2023	194
Photonics Solutions Division [Member]
Segment Reporting Information [Line Items]
Beginning balance, Goodwill Gross Carrying Amount	1,031
Foreign currency translation and measurement period adjustments, Net	(3)
Ending balance, Goodwill Gross Carrying Amount	1,028
Beginning balance, Accumulated Impairment Loss	(5)
Impairment charge, Net	(372)
Ending balance, Accumulated Impairment Loss	(377)
Goodwill, net of accumulated impairment and foreign currency translation and measurement period adjustments, at September 30, 2023	651
Materials Solutions Division [Member]
Segment Reporting Information [Line Items]
Beginning balance, Goodwill Gross Carrying Amount	3,087
Foreign currency translation and measurement period adjustments, Net	(138)
Ending balance, Goodwill Gross Carrying Amount	2,949
Beginning balance, Accumulated Impairment Loss	0
Impairment charge, Net	(1,254)
Ending balance, Accumulated Impairment Loss	(1,254)
Goodwill, net of accumulated impairment and foreign currency translation and measurement period adjustments, at September 30, 2023	$ 1,695

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Goodwill and Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Summary Quantitative Assessment

This quantitative assessment during the quarter ended June 30, 2023 resulted in the following:


Reporting Unit	Goodwill Impairment	Remaining Goodwill
Electronics	$826	$1,420
General Metal Finishing	428	307
Equipment Solutions	372	100

Goodwill

The changes in the carrying amount of goodwill and accumulated impairment loss during the nine months ended September 30, 2023 were as follows:


	Gross Carrying Amount			Accumulated Impairment Loss			Net
Beginning balance, January 1	$	4,454		$	(146	)	$	4,308
Impairment charge		—			(1,626	)		(1,626	)
Foreign currency translation and measurement period adjustments		(142	)		—			(142	)
Ending balance, September 30	$	4,312		$	(1,772	)	$	2,540

Intangible Assets

he Company’s intangible assets are comprised of the following:


As of September 30, 2023:	Gross		Accumulated Impairment Charges			Accumulated Amortization			Foreign Currency Translation			Net
Completed technology	$	1,212	$	(152	)	$	(378	)	$	(28	)	$	654
Customer relationships		2,072		(1	)		(299	)		(78	)		1,694
Patents, trademarks, trade names and other		437		(49	)		(112	)		(10	)		266
	$	3,721	$	(202	)	$	(789	)	$	(116	)	$	2,614


As of December 31, 2022:	Gross		Accumulated Impairment Charges			Accumulated Amortization Charges			Foreign Currency Translation		Net
Completed technology	$	1,151	$	—		$	(303	)	$	4	$	852
Customer relationships		2,072		(1	)		(190	)		11		1,892
Patents, trademarks, trade names and other		498		—			(71	)		2		429
	$	3,721	$	(1	)	$	(564	)	$	17	$	3,173

Estimated Net Amortization Expense

Aggregate net amortization expense related to acquired intangible assets for future years is as follows:


Year	Amount
2023 (remaining)	$	67
2024		236
2025		236
2026		232
2027		231
2028		231
Thereafter		1,259

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

Subsequent Events

9 Months Ended

Sep. 30, 2023

Subsequent Events [Abstract]

Subsequent Events

(18)

Subsequent Events

On October 3, 2023 (the “Repricing Effective Date”), the Company entered into the First Amendment to the Credit Agreement (the “Repricing Amendment”), which amended the New Credit Agreement. The Repricing Amendment (i) decreased the applicable margin for the USD Tranche B from 2.75% to 2.50% with respect to Term SOFR borrowings and from 1.75% to 1.50% with respect to base rate borrowings, (ii) removed the credit spread adjustments applicable to Term SOFR borrowings of the USD Tranche B and (iii) extended the period during which a 1.00% prepayment premium may be required if the Company prepays any loans under the USD Tranche B in connection with a repricing transaction until the date that is six months following the Repricing Effective Date. The repriced loans were issued with original issue discount of 0.25%. In connection with the execution of the Repricing Amendment, the Company paid customary fees and expenses to JPMorgan Chase Bank, N.A.

On October 31, 2023, the Company made a voluntary prepayment of $100 aggregate principal amount on the USD Tranche A.

Stock-Based Compensation

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

(13)

Stock-Based Compensation

Prior to May 10, 2022, the Company granted RSUs to employees and directors under the 2014 Stock Incentive Plan (the “2014 Plan”). Following shareholder approval of the 2022 Stock Incentive Plan (the “2022 Plan” and, together with the 2014 Plan, the “Plans”) on May 10, 2022, the Company discontinued granting RSUs to employees and directors under the 2014 Plan and began granting them under the 2022 Plan. The Plans are administered by the Compensation Committee of the Company’s Board of Directors. The Plans are intended to attract and retain employees and directors, and to provide an incentive for these individuals to assist the Company to achieve long-range performance goals and enable these individuals to participate in the long-term growth of the Company.

In connection with the Atotech Acquisition, all Atotech time-based RSUs and performance-based RSU awards outstanding immediately prior to the acquisition were cancelled and replaced with the Company’s time-based RSUs under the 2022 Plan in accordance with the Implementation Agreement. Based on a formula in the Implementation Agreement, such cancelled RSUs were replaced with the Company’s RSUs, which are subject to the terms and conditions of the 2022 Plan and the related RSU agreements.

The total stock-based compensation expense included in the Company’s condensed consolidated statements of operations and comprehensive (loss) income was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Cost of revenues	$	1	$	1	$	4	$	4
Research and development		2		1		5		4
Selling, general and administrative		10		8		34		23
Total stock-based compensation expense	$	13	$	10	$	43	$	31

At September 30, 2023, the total compensation expense related to unvested stock-based awards granted to employees and directors under the Plans that had not been recognized was $57. The Company determines the fair value of RSUs based on the closing market price of the Company’s common stock on the date of the award and estimates the fair value of employee stock purchase plan rights using the Black-Scholes valuation model. Such values are recognized as expense on a straight-line basis for time-based awards and using the accelerated graded vesting method for performance-based awards, both over the requisite service periods.

The following table presents the activity for RSUs under the Plans:


	Nine Months Ended September 30, 2023
	Quantity			Weighted Average Grant Date Fair Value Per Share
RSUs – beginning of period		0.8		$	118.96
Granted		0.7		$	87.17
Vested or forfeited		(0.5	)	$	118.64
RSUs – end of period		1.0		$	98.36

Business Segment, Geographic Area, and Significant Customer Information - Reconciles Segment Assets to Total Assets (Detail) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Segment Reporting, Asset Reconciling Item [Line Items]
Total segment assets	$ 1,627	$ 1,697
Cash and cash equivalents	859	909
Other current assets	288	187
Property, plant and equipment, net	761	800
Right-of-use assets, net	227	234
Other assets	223	186
Total assets	9,140	11,495
Segment Reconciling Items [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Cash and cash equivalents	860	910
Other current assets	288	187
Property, plant and equipment, net	761	800
Right-of-use assets, net	227	234
Goodwill and intangible assets, net	5,154	7,481
Other assets	223	186
Total assets	$ 9,140	$ 11,495

Business Segment, Geographic Area, and Significant Customer Information - Schedule of Net Revenues and Long-Lived Assets by Geographic Regions (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Revenues from External Customers and Long-Lived Assets [Line Items]
Net revenues	$ 932	$ 954	$ 2,730	$ 2,461
Long-lived assets	1,147		1,147		$ 1,186
United States [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net revenues	317	393	937	1,083
Long-lived assets	522		522		508
China [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net revenues	183	135	505	284
Long-lived assets	154		154		175
South Korea [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net revenues	99	82	260	260
Japan [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net revenues	59	46	180	147
Germany [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net revenues	44	100	181	176
Long-lived assets	146		146		160
Other [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net revenues	230	$ 198	667	$ 511
Long-lived assets	$ 325		$ 325		$ 343

- Definition

+ References

+ Details

Business Segment, Geographic Area, and Significant Customer Information

9 Months Ended

Sep. 30, 2023

Segment Reporting [Abstract]

Business Segment, Geographic Area, and Significant Customer Information

(15)

Business Segment, Geographic Area, and Significant Customer Information

The Company has three reportable segments: VSD, PSD and MSD. The Company’s Chief Operating Decision Maker (“CODM”), which is the Company’s Chief Executive Officer, utilizes financial information to make decisions about allocating resources and assessing performance for the entire Company, which is used in the decision-making process to assess performance and allocate resources to the three segments.

Reportable Segments

VSD delivers foundational technology solutions to leading edge semiconductor manufacturing, advanced electronics and specialty industrial applications. VSD products are derived from our core competencies in pressure measurement and control, flow measurement and control, gas and vapor delivery, gas composition analysis, electronic control technology, reactive gas generation and delivery, power generation and delivery, and vacuum technology.

PSD provides a full range of solutions including lasers, beam measurement and profiling, precision motion control, vibration isolation systems, photonics instruments, temperature sensing, opto-mechanical components, optical elements, laser-based systems for flexible printed circuit board (“PCB”) processing, and laser-based systems for high density interconnect PCB and package substrate manufacturing.

MSD develops leading process and manufacturing technologies for advanced surface modification, electroless and electrolytic plating, and surface finishing. Atotech is a brand within MSD. Applying a comprehensive systems-and-solutions approach, MSD’s portfolio includes chemistry, equipment, software, and services for innovative and high-technology applications in a wide variety of end markets.

The Company derives its segment results directly from the manner in which results are reported in its management reporting system. The accounting policies that the Company uses to derive reportable segment results are substantially the same as those used for external reporting purposes. The Company groups similar products within its three reportable segments.

The following table sets forth net revenues by reportable segment:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Vacuum Solutions Division	$	345	$	510	$	1,065	$	1,491
Photonics Solutions Division		276		267		751		793
Materials Solutions Division		311		177		914		177
	$	932	$	954	$	2,730	$	2,461

The following table reconciles gross profit by reportable segment to net (loss) income:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Gross profit by reportable segment:
Vacuum Solutions Division	$	143		$	220		$	443		$	645
Photonics Solutions Division		115			125			323			372
Materials Solutions Division		168			45			465			45
Total gross profit by reportable segment		426			390			1,231			1,062
Operating expenses:
Research and development		71			63			218			168
Selling, general and administrative		167			126			514			319
Acquisition and integration costs		3			31			14			41
Restructuring		1			5			13			10
Amortization of intangible assets		68			47			225			77
Goodwill and intangible asset impairments		—			—			1,827			—
Gain on sale of long-lived assets		(2	)		—			(2	)		(7	)
Income (loss) from operations		118			118			(1,578	)		454
Interest income		(4	)		(1	)		(10	)		(2	)
Interest expense		93			80			266			93
Other expense (income), net		7			(1	)		14			(4	)
Income (loss) before income taxes		22			40			(1,848	)		367
(Benefit) provision for income taxes		(17	)		34			(76	)		88
Net income (loss)	$	39		$	6		$	(1,772	)	$	279

Interest income, interest expense and income tax (benefit) expense are not presented by reportable segment because the necessary information is not classified within the segments nor used by the CODM.

The following table sets forth segment assets by reportable segment:


September 30, 2023	Accounts receivable, net		Inventories		Total
Vacuum Solutions Division	$	183	$	551	$	734
Photonics Solutions Division		192		294		486
Materials Solutions Division		243		164		407
Total segment assets	$	618	$	1,009	$	1,627


December 31, 2022	Accounts receivable, net		Inventories		Total
Vacuum Solutions Division	$	270	$	491	$	761
Photonics Solutions Division		194		296		490
Materials Solutions Division		256		190		446
Total segment assets	$	720	$	977	$	1,697

The Company adjusted the accounts receivable, net balances as of December 31, 2022 to correct for immaterial errors in the segments.

The following table reconciles segment assets to total assets:


	September 30, 2023		December 31, 2022
Total segment assets	$	1,627	$	1,697
Cash and cash equivalents and short-term investments		860		910
Other current assets		288		187
Property, plant and equipment, net		761		800
Right-of-use assets, net		227		234
Goodwill and intangible assets, net		5,154		7,481
Other assets		223		186
Total assets	$	9,140	$	11,495

Geographic Area

Information about the Company’s operations by geographic area is presented in the tables below. Net revenues from unaffiliated customers are based on the location in which the sale originated. Intercompany sales between geographic areas are at tax transfer prices and have been eliminated from consolidated net revenues.


	Three Months Ended September 30,				Nine Months Ended September 30,
Net revenues:	2023		2022		2023		2022
United States	$	317	$	393	$	937	$	1,083
China		183		135		505		284
South Korea		99		82		260		260
Japan		59		46		180		147
Germany		44		100		181		176
Other		230		198		667		511
	$	932	$	954	$	2,730	$	2,461

Long-lived assets include property, plant and equipment, net, right-of-use assets, net and certain other assets, and exclude goodwill, intangible assets and long-term tax-related accounts.


Long-lived assets:	September 30, 2023		December 31, 2022
United States	$	522	$	508
Germany		146		160
China		154		175
Other		325		343
	$	1,147	$	1,186

Goodwill associated with each of the Company’s reportable segments is as follows:


	VSD			PSD			MSD			Total
Reportable segment:
Gross goodwill, at December 31, 2022	$	336		$	1,031		$	3,087		$	4,454
Foreign currency translation and measurement period adjustments		(1	)		(3	)		(138	)		(142	)
Gross goodwill, at September 30, 2023		335			1,028			2,949			4,312

Accumulated goodwill impairment, at December 31, 2022		(141	)		(5	)		—			(146	)
Impairment charge		—			(372	)		(1,254	)		(1,626	)
Accumulated goodwill impairment, at September 30, 2023		(141	)		(377	)		(1,254	)		(1,772	)

Goodwill, net of accumulated impairment, foreign currency translation and measurement period adjustments, at September 30, 2023	$	194		$	651		$	1,695		$	2,540

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//280/tableOfContent

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-26

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-34

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) - $ / shares	3 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022
Statement of Stockholders' Equity [Abstract]
Cash dividend, per common share	$ 0.22	$ 0.22	$ 0.22	$ 0.22	$ 0.22	$ 0.22

Product Warranties - Product Warranty Activities (Detail) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Product Warranty Liability [Table]
Beginning of period	$ 27	$ 21
Provision for product warranties	8	20
Charges to warranty liability	(11)	(21)
End of period	24	25
Atotech [Member]
Product Warranty Liability [Table]
Assumed product warranty liability from Atotech Acquisition	$ 0	$ 5

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 8	$ 11
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	2,000,000	2,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	66,900,000	66,600,000
Common stock, shares outstanding	66,900,000	66,600,000

Other Current Liabilities

9 Months Ended

Sep. 30, 2023

Other Liabilities, Current [Abstract]

Other Current Liabilities

(10)

Other Current Liabilities

Other current liabilities consisted of the following:


	September 30, 2023		December 31, 2022
Accrued compensation and other employee-related obligations	$	153	$	162
Deferred revenue and customer advances		80		94
Income taxes payable		56		51
Lease liabilities		28		26
Other		125		100
Total other current liabilities	$	442	$	433

Acquisition

9 Months Ended

Sep. 30, 2023

Business Combinations [Abstract]

Acquisition

(6)

Acquisition

On August 17, 2022 (the “Effective Date”), the Company completed the Atotech Acquisition, through the acquisition of the entire issued share capital of Atotech by Atotech Manufacturing, Inc. (“Bidco”), a Delaware corporation and indirect wholly owned subsidiary of the Company. The Atotech Acquisition was implemented by means of a scheme of arrangement under the laws of Jersey (the “Scheme”) pursuant to the definitive agreement entered into by the Company and Atotech on July 1, 2021, as amended by the Letter Agreement dated October 29, 2021 by and among the Company, Atotech and Bidco, and as further amended by the Amendment to the Implementation Agreement dated April 1, 2022 by and among the Company, Atotech and Bidco (together, the “Implementation Agreement”).

Atotech, which the Company operates as MSD, develops leading process and manufacturing technologies for advanced surface modification, electroless and electrolytic plating, and surface finishing. Applying a comprehensive systems-and-solutions approach, Atotech’s portfolio includes chemistry, equipment, software, and services for innovative and high-technology applications in a wide variety of end markets. Atotech further broadens the Company’s capabilities by bringing leadership in critical chemistry solutions for electronics and packaging and specialty industrial applications.

On the Effective Date, pursuant to the Scheme and in accordance with the terms and conditions of the Implementation Agreement, Bidco acquired each issued and outstanding ordinary share of Atotech in exchange for per share consideration of $16.20 in cash and 0.0552 of a share of Company common stock. The Company funded the payment of the aggregate cash consideration with a combination of cash on hand and the proceeds from the New Term Loan Facility, as defined in Note 8.

As a result of the Atotech Acquisition, the Company issued an aggregate of 10.7 shares of Company common stock to the former Atotech shareholders.

The purchase price of Atotech consisted of the following:


Cash consideration to Atotech stockholders, net	$	2,886
Value of MKS shares issued		1,186
Repayment of Atotech senior secured term loans		1,545
Settlement of accelerated Atotech share-based awards		47
Total purchase price, net of cash and cash equivalents acquired	$	5,664

Under the acquisition method of accounting, the total purchase price was allocated to the acquired tangible and intangible assets and assumed liabilities of Atotech based on their fair values as of the Effective Date, except for contract assets and liabilities, which remain at book value in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers. Any excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed was allocated to goodwill and none of this goodwill or intangible assets will be deductible for tax purposes. The Company believes the amount of goodwill relative to identifiable intangible assets relates to several factors, including (1) broadening its position in key electronics and industrial markets to offer complementary solutions, and (2) leveraging component and systems expertise to provide robust solutions to meet its customers’ evolving technology needs.


Cash and cash equivalents	$	238
Accounts receivable		283
Inventories		244
Other current assets		104
Property, plant and equipment		381
Intangible assets		2,726
Goodwill		3,054
Other assets		131
Total assets acquired		7,161
Accounts payable		194
Other current liabilities		166
Non-current deferred taxes		719
Non-current accrued compensation		99
Other non-current liabilities		81
Total liabilities assumed		1,259
Fair value of assets acquired and liabilities assumed		5,902
Less: Cash and cash equivalents acquired		(238	)
Total purchase price, net of cash and cash equivalents acquired	$	5,664

The fair value of the acquired intangible assets was determined using the income approach. In performing these valuations, the key underlying assumptions used included the appropriate discount rates as well as forecasted revenue growth rates, gross profit and operating expenses. Fair value estimates are based on a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions. The judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact the Company’s results of operations.

The valuations were based on the information that was available during the one-year measurement period that existed as of the Effective Date and the expectations and assumptions that have been deemed reasonable by the Company’s management. The size and breadth of the Atotech Acquisition necessitated the use of this measurement period to adequately analyze and assess a number of the factors used in establishing the fair value of certain tangible and intangible assets acquired and liabilities assumed as of the Effective Date and the related tax impacts of any changes made. The measurement period is now complete.

The following table reflects the allocation of the acquired intangible assets and related estimate of useful lives at the Effective Date:


Customer relationships	$	1,756	11-14 years
Completed technology		595	8-9 years
Trade names		145	16 years
Backlog		40	1.5 years
In-process research and development		190
	$	2,726

The acquired intangible assets are being amortized on a straight-line basis, which approximates the economic use of the assets over their estimated useful lives. Upon completion of the related projects, the Company expects the in-process research and development (“IPR&D”) intangible asset to be amortized over its estimated useful life of eight to nine years.

Pro Forma Results


	Three Months Ended			Nine Months Ended
	September 30, 2022			September 30, 2022
Total net revenues	$	1,141		$	3,364
Net (loss) income	$	(34	)	$	140

The unaudited pro forma information above give effect primarily to the following:

•

applying the Company’s accounting policies;

•

incremental interest expense related to the New Term Loan Facility;

•

incremental amortization of acquired intangible assets related to the estimated fair value from the purchase price allocation;

•

incremental depreciation of acquired property, plant and equipment related to the estimated fair value from the purchase price allocation;

•

incremental compensation expense for share-based compensation arrangements; and

•

the estimated tax impact of the above adjustments.

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 859	$ 909
Short-term investments	1	1
Accounts receivable, net of allowance for doubtful accounts of $8 and $11 at September 30, 2023 and December 31, 2022, respectively	618	720
Inventories	1,009	977
Other current assets	288	187
Total current assets	2,775	2,794
Property, plant and equipment, net	761	800
Right-of-use assets, net	227	234
Goodwill	2,540	4,308
Intangible assets, net	2,614	3,173
Other assets	223	186
Total assets	9,140	11,495
Current liabilities:
Short-term debt	87	93
Accounts payable	309	426
Other current liabilities	442	433
Total current liabilities	838	952
Long-term debt, net	4,787	4,834
Non-current deferred taxes	595	783
Non-current accrued compensation	139	138
Non-current lease liabilities	208	215
Other non-current liabilities	97	90
Total liabilities	6,664	7,012
Commitments and contingencies (Note 17)
Stockholders’ equity:
Preferred stock, $0.01 par value per share, 2 shares authorized; no shares issued and outstanding	0	0
Common stock, no par value, 200 shares authorized; 66.9 and 66.6 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively	0	0
Additional paid-in capital	2,180	2,142
Retained earnings	455	2,272
Accumulated other comprehensive (loss) income	(159)	69
Total stockholders’ equity	2,476	4,483
Total liabilities and stockholders’ equity	$ 9,140	$ 11,495

Other Current Liabilities - Summary of Other Current Liabilities (Detail) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Other Liabilities, Current [Abstract]
Accrued compensation and other employee-related obligations	$ 153	$ 162
Deferred revenue and customer advances	80	94
Income taxes payable	56	51
Lease liabilities	28	26
Other	125	100
Total other current liabilities	$ 442	$ 433

Derivatives - Summary of The Terms And Fair Values of Interest Rate Swaps and Interest Rate Caps (Detail) - Incremental Term Loan Facility [Member] - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Derivative [Line Items]
Notional Amount at Effective Date	$ 3,300
Notional Amount	2,500
Fair Value Asset (Liability)	113	$ 104
Interest Rate Swaps [Member]
Derivative [Line Items]
Notional Amount at Effective Date	2,600
Notional Amount	1,800
Fair Value Asset (Liability)	103	74
Interest Rate Caps [Member]
Derivative [Line Items]
Notional Amount at Effective Date	700
Notional Amount	700
Fair Value Asset (Liability)	$ 10	30
Swap Agreement One [Member] \| Interest Rate Swaps [Member]
Derivative [Line Items]
Effective Date	Apr. 05, 2019
Maturity	Mar. 31, 2023
Fixed Rate	2.309%
Notional Amount at Effective Date	$ 300
Notional Amount	0
Fair Value Asset (Liability)	$ 0	1
Swap Agreement One [Member] \| Interest Rate Caps [Member]
Derivative [Line Items]
Effective Date	Jun. 30, 2023
Maturity	Jan. 31, 2024
Fixed Rate	0.805%
Notional Amount at Effective Date	$ 350
Notional Amount	350
Fair Value Asset (Liability)	$ 5	15
Swap Agreement Two [Member] \| Interest Rate Swaps [Member]
Derivative [Line Items]
Effective Date	Jun. 30, 2023
Maturity	Feb. 28, 2025
Fixed Rate	0.391%
Notional Amount at Effective Date	$ 200
Notional Amount	200
Fair Value Asset (Liability)	$ 13	16
Swap Agreement Two [Member] \| Interest Rate Caps [Member]
Derivative [Line Items]
Effective Date	Jun. 30, 2023
Maturity	Jan. 31, 2024
Fixed Rate	0.805%
Notional Amount at Effective Date	$ 350
Notional Amount	350
Fair Value Asset (Liability)	$ 5	15
Swap Agreement Three [Member] \| Interest Rate Swaps [Member]
Derivative [Line Items]
Effective Date	Jun. 30, 2023
Maturity	Feb. 28, 2025
Fixed Rate	0.543%
Notional Amount at Effective Date	$ 300
Notional Amount	300
Fair Value Asset (Liability)	$ 19	22
Swap Agreement Four [Member] \| Interest Rate Swaps [Member]
Derivative [Line Items]
Effective Date	Sep. 30, 2022
Maturity	Sep. 30, 2026
Fixed Rate	3.156%
Notional Amount at Effective Date	$ 350
Notional Amount	350
Fair Value Asset (Liability)	$ 14	8
Swap Agreement Five [Member] \| Interest Rate Swaps [Member]
Derivative [Line Items]
Effective Date	Jan. 02, 2024
Maturity	Jan. 31, 2028
Fixed Rate	2.841%
Notional Amount at Effective Date	$ 250
Notional Amount	0
Fair Value Asset (Liability)	$ 13	5
Swap Agreement Six [Member] \| Interest Rate Swaps [Member]
Derivative [Line Items]
Effective Date	Sep. 30, 2022
Maturity	Sep. 30, 2027
Fixed Rate	3.198%
Notional Amount at Effective Date	$ 350
Notional Amount	350
Fair Value Asset (Liability)	$ 15	8
Swap Agreement Seven [Member] \| Interest Rate Swaps [Member]
Derivative [Line Items]
Effective Date	Jan. 02, 2024
Maturity	Jan. 31, 2029
Fixed Rate	2.986%
Notional Amount at Effective Date	$ 250
Notional Amount	0
Fair Value Asset (Liability)	$ 14	4
Swap Agreement Eight [Member] \| Interest Rate Swaps [Member]
Derivative [Line Items]
Effective Date	Sep. 30, 2022
Maturity	Sep. 30, 2026
Fixed Rate	3.358%
Notional Amount at Effective Date	$ 600
Notional Amount	600
Fair Value Asset (Liability)	$ 15	$ 10

Acquisition - Allocation of Acquired Intangible Assets and Liabilities Related Estimates of Useful Lives (Detail) - Atotech Limited [Member] - USD ($) $ in Millions	Aug. 17, 2022	Sep. 30, 2023
Acquired Finite Lived Intangible Assets [Line Items]
Acquired intangible assets, purchase price	$ 2,726
Customer Relationships [Member]
Acquired Finite Lived Intangible Assets [Line Items]
Acquired intangible assets, purchase price	$ 1,756
Customer Relationships [Member] \| Minimum [Member]
Acquired Finite Lived Intangible Assets [Line Items]
Acquired intangible assets, estimated useful lives	11 years
Customer Relationships [Member] \| Maximum [Member]
Acquired Finite Lived Intangible Assets [Line Items]
Acquired intangible assets, estimated useful lives	14 years
Completed Technology [Member]
Acquired Finite Lived Intangible Assets [Line Items]
Acquired intangible assets, purchase price	$ 595
Completed Technology [Member] \| Minimum [Member]
Acquired Finite Lived Intangible Assets [Line Items]
Acquired intangible assets, estimated useful lives	8 years
Completed Technology [Member] \| Maximum [Member]
Acquired Finite Lived Intangible Assets [Line Items]
Acquired intangible assets, estimated useful lives	9 years
Trade Names [Member]
Acquired Finite Lived Intangible Assets [Line Items]
Acquired intangible assets, purchase price	$ 145
Acquired intangible assets, estimated useful lives	16 years
Backlog [Member]
Acquired Finite Lived Intangible Assets [Line Items]
Acquired intangible assets, purchase price	$ 40
Acquired intangible assets, estimated useful lives	1 year 6 months
In Process Research and Development [Member]
Acquired Finite Lived Intangible Assets [Line Items]
Acquired intangible assets, purchase price	$ 190
In Process Research and Development [Member] \| Minimum [Member]
Acquired Finite Lived Intangible Assets [Line Items]
Acquired intangible assets, estimated useful lives		8 years
In Process Research and Development [Member] \| Maximum [Member]
Acquired Finite Lived Intangible Assets [Line Items]
Acquired intangible assets, estimated useful lives		9 years

Stockholders' Equity - Additional Information (Detail) - USD ($)		3 Months Ended				9 Months Ended
	Jul. 25, 2011	Sep. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Equity [Abstract]
Common stock, value of shares authorized to repurchase	$ 200,000,000
Stock repurchase, shares	2,600,000	0		0		0	0
Value of shares repurchased	$ 127,000,000
Cash dividends per common share		$ 0.22	$ 0.22	$ 0.22	$ 0.22
Dividend payment to common shareholders						$ 44,000,000	$ 37,000,000

- Definition

Number of shares that have been repurchased during the period and have not been retired and are not held in treasury. Some state laws may govern the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock.

+ References + Details

- Definition

Equity impact of the value of stock that has been repurchased during the period and has not been retired and is not held in treasury. Some state laws may mandate the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock.

+ References + Details

Fair Value Measurements - Schedule of Estimated Carrying Value and Fair Value of Company's Debt (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Outstanding debt Carrying Value	$ 5,047	$ 5,122
Outstanding debt Fair Value	$ 5,052	$ 5,071

Fair Value Measurements

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

(3)

Fair Value Measurements

In accordance with the provisions of fair value accounting, a fair value measurement assumes that the transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability and defines fair value based upon an exit price model.

The fair value measurement guidance establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The guidance describes three levels of inputs that may be used to measure fair value:

Level 1 Quoted prices in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include debt securities with quoted prices that are traded less frequently than exchange-traded instruments or securities or derivative contracts that are valued using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data.

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the Company categorizes such assets and liabilities based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

Assets and liabilities of the Company are measured at fair value on a recurring basis as of September 30, 2023 and are summarized as follows:


			Fair Value Measurements at Reporting Date Using
Description	September 30, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents:
Money market funds	$	278	$	278	$	—	$	—
Time deposits		13		13		—		—
Available-for-sale securities:
Time deposits and certificates of deposit		1		—		1		—
Group insurance contracts		6		—		6		—
Derivatives
Foreign exchange forward contracts		7		—		7		—
Interest rate hedges - non-current		113		—		113		—
Pension and deferred compensation plan assets		19		—		19		—
Total assets	$	437	$	291	$	146	$	—
Liabilities:
Derivatives
Foreign exchange forward contracts	$	3	$	—	$	3	$	—
Total liabilities	$	3	$	—	$	3	$	—
Reported as follows:
Assets:
Cash and cash equivalents	$	291	$	291	$	—	$	—
Short-term investments		1		—		1		—
Other current assets		7		—		7		—
Total current assets	$	299	$	291	$	8	$	—
Other assets	$	138	$	—	$	138	$	—
Liabilities:
Other current liabilities	$	3	$	—	$	3	$	—

Assets and liabilities of the Company are measured at fair value on a recurring basis as of December 31, 2022 and are summarized as follows:


			Fair Value Measurements at Reporting Date Using
Description	December 31, 2022		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents:
Money market funds	$	60	$	60	$	—	$	—
Available-for-sale securities:
Time deposits and certificates of deposit		1		—		1		—
Group insurance contracts		6		—		6		—
Derivatives
Foreign exchange forward contracts		7		—		7		—
Interest rate hedges-non-current		104		—		104		—
Pension and deferred compensation plan assets		17		—		17		—
Total assets	$	195	$	60	$	135	$	—
Liabilities:
Derivatives
Foreign exchange forward contracts	$	8	$	—	$	8	$	—
Total liabilities	$	8	$	—	$	8	$	—
Reported as follows:
Assets:
Cash and cash equivalents	$	60	$	60	$	—	$	—
Short-term investments		1		—		1		—
Other current assets		8		—		8		—
Total current assets	$	69	$	60	$	9	$	—
Other assets	$	126	$	—	$	126	$	—
Liabilities:
Other current liabilities	$	8	$	—	$	8	$	—

Other Fair Value Disclosures

The estimated carrying value and fair value of the Company’s debt as of September 30, 2023 and December 31, 2022 are as follows:


	September 30, 2023				December 31, 2022
	Carrying Value		Fair Value		Carrying Value		Fair Value
Outstanding debt	$	5,047	$	5,052	$	5,122	$	5,071

The estimated carrying value and fair value of the Company’s debt was determined using available market information based on recent trades or activity of debt instruments with substantially similar risks, terms and maturities, which fall within Level 2 under the fair value hierarchy.

Pension and Deferred Compensation Plan Assets

The pension and deferred compensation plan assets represent investments in mutual funds, exchange traded funds, government securities and other time deposits. These investments are set aside for retirement benefits of certain of the Company’s subsidiaries.

Derivatives

As a result of the Company’s global operating activities and variable interest rate borrowings, the Company is exposed to market risks from changes in foreign currency exchange rates and interest rates, which may adversely affect its operating results and financial position. When deemed appropriate, the Company minimizes its risks from foreign currency exchange rate and interest rate fluctuations through the use of derivative financial instruments. The principal market in which the

Company executes its foreign currency and interest rate contracts is the institutional market in an over-the-counter environment with a relatively high level of price transparency. The market participants are typically large commercial banks. The contracts are valued using broker quotations or market transactions.

Insider Trading Arrangements

9 Months Ended

Sep. 30, 2023

Trading Arrangements, by Individual

Material Terms of Trading Arrangement

The following table describes, for the quarterly period covered by this report, each trading arrangement for the sale or purchase of Company securities adopted or terminated by our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) that is either (1) a contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule 10b5-1 trading arrangement”) or (2) a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K):


Name (Title)	Action Taken (Date of Action)	Type of Trading Arrangement	Nature of Trading Arrangement	Duration of Trading Arrangement	Aggregate Number of Securities
Jacqueline F. Moloney (Director)	Adoption (August 30, 2023)	Rule 10b5-1 trading arrangement	Sale	Until October 4, 2024, or such earlier date upon which all transactions are completed or expire without execution	Up to 1,000 shares

Name

Jacqueline F. Moloney

Title

Director

Rule 10b5-1 Arrangement Adopted

true

Non-Rule 10b5-1 Arrangement Adopted

true

Adoption Date

August 30, 2023

Aggregate Available

1,000

Nature of Trading Arrangement

Sale

Duration of Trading Arrangement

Until October 4, 2024, or such earlier date upon which all transactions are completed or expire without execution

Stock-Based Compensation - Summary of Activity for RSUs (Detail) - Restricted Stock Units (RSUs) [Member]	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSUs, beginning of period \| shares	800,000
Granted \| shares	700,000
Vested or forfeited \| shares	(500,000)
RSU, end of period \| shares	1,000,000
RSUs, Weighted Average Grant Date Fair Value, Beginning of period \| $ / shares	$ 118.96
Weighted Average Grant Date Fair Value, Granted \| $ / shares	87.17
Weighted Average Grant Date Fair Value, Vested and Forfeited \| $ / shares	118.64
RSUs, Weighted Average Grant Date Fair Value, end of period \| $ / shares	$ 98.36

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Net Income (Loss) Per Share

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Net Income (Loss) Per Share

(12)

Net Income (Loss) Per Share

The following table sets forth the computation of basic and diluted net income (loss) per share:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023			2022
Numerator:
Net income (loss)	$	39	$	6	$	(1,772	)	$	279
Denominator:
Shares used in net income (loss) per common share – basic		66.9		61.0		66.8			57.4
Effect of dilutive securities		0.2		0.1		—			0.2
Shares used in net income (loss) per common share – diluted		67.1		61.1		66.8			57.6
Net income (loss) per common share:
Basic	$	0.59	$	0.09	$	(26.53	)	$	4.85
Diluted	$	0.58	$	0.09	$	(26.53	)	$	4.84

Basic earnings per share (“EPS”) is computed by dividing income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the period. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding (using the treasury stock method) if securities containing potentially dilutive common shares had been converted to such common shares, and if such assumed conversion is dilutive. In periods in which a net loss is recognized, the impact of restricted stock units (“RSUs”) is not included as they are antidilutive.

For the three and nine months ended September 30, 2023 and 2022, the Company had an immaterial quantity of RSUs that were antidilutive and were excluded from the computation of diluted weighted-average shares.

Revenue from Contracts with Customers - Summary of Revenue from Contracts with Customers (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Net revenues	$ 932	$ 954	$ 2,730	$ 2,461
Products [Member]
Disaggregation of Revenue [Line Items]
Net revenues	818	841	2,416	2,153
Services [Member]
Disaggregation of Revenue [Line Items]
Net revenues	114	113	314	308
VSD [Member]
Disaggregation of Revenue [Line Items]
Net revenues	345	510	1,065	1,491
VSD [Member] \| Products [Member]
Disaggregation of Revenue [Line Items]
Net revenues	285	450	902	1,310
VSD [Member] \| Services [Member]
Disaggregation of Revenue [Line Items]
Net revenues	60	60	163	181
PSD [Member]
Disaggregation of Revenue [Line Items]
Net revenues	276	267	751	793
PSD [Member] \| Products [Member]
Disaggregation of Revenue [Line Items]
Net revenues	234	227	640	679
PSD [Member] \| Services [Member]
Disaggregation of Revenue [Line Items]
Net revenues	42	40	111	114
MSD [Member]
Disaggregation of Revenue [Line Items]
Net revenues	311	177	914	177
MSD [Member] \| Products [Member]
Disaggregation of Revenue [Line Items]
Net revenues	299	164	874	164
MSD [Member] \| Services [Member]
Disaggregation of Revenue [Line Items]
Net revenues	$ 12	$ 13	$ 40	$ 13

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

+ References

+ Details

Derivatives - Additional Information (Detail) € in Millions, $ in Millions		9 Months Ended	12 Months Ended
	Aug. 17, 2022	Sep. 30, 2023 USD ($) Swaps	Dec. 31, 2022 USD ($)	Dec. 31, 2021 EUR (€)
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Maximum period for hedging a portion of forecasted foreign currency denominated intercompany sales of inventory		18 months
Number Of USD LIBOR based swaps \| Swaps		2
Euro Tranche B [Member] \| Net Investment Hedge [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Outstanding principal amount		$ 628
Atotech [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Business acquisition date	Aug. 17, 2022
Derivatives Foreign Currency Options [Member] \| Atotech [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional amount in EUR/USD \| €				€ 300
Other Expense, Net [Member] \| Derivatives Foreign Currency Options [Member] \| Atotech [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gain net of premium			$ 5

Income Taxes - Additional Information (Detail)	3 Months Ended		9 Months Ended
Income Taxes - Additional Information (Detail)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Effective tax rates	(75.30%)	85.50%	4.10%	24.10%

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net (loss) income	$ (1,772)	$ 279
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	301	120
Amortization of inventory step-up to fair value	0	39
Goodwill and intangible asset impairments	1,827	0
Unrealized loss on derivatives not designated as hedging instruments	23	6
Amortization of debt issuance costs and original issue discount	23	46
Gain on sale of long-lived assets	(2)	(7)
Stock-based compensation	43	31
Provision for excess and obsolete inventory	54	10
Deferred income taxes	(173)	4
Other	4	3
Changes in operating assets and liabilities, net of effects of business acquired
Accounts receivable	85	(37)
Inventories	(99)	(188)
Other current and non-current assets	12	2
Accounts payable	(110)	55
Accrued compensation	(11)	(37)
Income taxes payable	(75)	(27)
Other current and non-current liabilities	8	46
Net cash provided by operating activities	138	345
Cash flows from investing activities:
Acquisition of business, net of cash acquired	0	(4,473)
Purchases of investments	0	(1)
Maturities of investments	0	76
Proceeds from sale of long-lived assets	3	7
Purchases of property, plant and equipment	(53)	(109)
Net cash used in investing activities	(50)	(4,500)
Cash flows from financing activities:
Proceeds from borrowings	1	4,985
Payments of borrowings	(67)	(835)
Dividend payments	(44)	(37)
Net payments related to employee stock awards	(5)	(5)
Other financing activities	(1)	0
Net cash (used in) provided by financing activities	(116)	4,108
Effect of exchange rate changes on cash and cash equivalents	(22)	(35)
Decrease in cash and cash equivalents	(50)	(82)
Cash and cash equivalents at beginning of period	909	966
Cash and cash equivalents at end of period	$ 859	$ 884

Inventories (Tables)

9 Months Ended

Sep. 30, 2023

Inventory Disclosure [Abstract]

Summary of Inventories

Inventories consist of the following:


	September 30, 2023		December 31, 2022
Raw materials	$	747	$	689
Work-in-process		99		115
Finished goods		163		173
Total	$	1,009	$	977

Goodwill and Intangible Assets - Additional Information (Detail) - USD ($)	3 Months Ended		6 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2023	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Goodwill And Intangible Assets [Line Items]
Impairment				$ 1,626,000,000
Amortization of intangible assets	$ 68,000,000	$ 47,000,000		225,000,000	$ 77,000,000
In-process research and development reclassified into completed technology				61,000,000
Finite-Lived Intangible Assets, Accumulated Amortization	789,000,000			789,000,000		$ 564,000,000
Un-amortized finite-lived intangible assets	3,721,000,000			3,721,000,000		$ 3,721,000,000
Goodwill and intangible asset impairments	0	$ 0		1,827,000,000	$ 0
IPR&D [Member]
Goodwill And Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Accumulated Amortization	9,000,000			9,000,000
Un-amortized finite-lived intangible assets	66,000,000			66,000,000
Equipment Solutions Business [Member]
Goodwill And Intangible Assets [Line Items]
Goodwill and intangible asset impairments	0
Equipment Solutions Business [Member] \| Completed Technology [Member]
Goodwill And Intangible Assets [Line Items]
Intangible assets fair value	20,000,000			20,000,000
Impairment				$ 152,000,000
Intangible assets useful life future undiscounted cash flows				7 years
Weighted-average revenue growth rate future undiscounted cash flows				8.00%
Discount rate future undiscounted cash flows				13.50%
Electronics [Member]
Goodwill And Intangible Assets [Line Items]
Impairment			$ 826,000,000
Electronics [Member] \| IPR&D [Member]
Goodwill And Intangible Assets [Line Items]
Intangible assets fair value			72,000,000
Impairment				$ 49,000,000
Discount rate future undiscounted cash flows				12.50%
Electronics [Member] \| IPR&D [Member] \| Maximum [Member]
Goodwill And Intangible Assets [Line Items]
Intangible assets useful life future undiscounted cash flows				2 years
General Metal Finishing [Member]
Goodwill And Intangible Assets [Line Items]
Impairment			$ 428,000,000
Trademarks and Trade Names [Member]
Goodwill And Intangible Assets [Line Items]
Un-amortized Intangible assets, net	$ 56,000,000			$ 56,000,000

Goodwill and Intangible Assets - Summary of Quantitative Assessment (Detail) - USD ($) $ in Millions	6 Months Ended	9 Months Ended
	Jun. 30, 2023	Sep. 30, 2023
Goodwill [Line Items]
Goodwill Impairment		$ 1,626
Electronics [Member]
Goodwill [Line Items]
Goodwill Impairment	$ 826
Remaining Goodwill	1,420
General Metal Finishing [Member]
Goodwill [Line Items]
Goodwill Impairment	428
Remaining Goodwill	307
Equipment Solutions [Member]
Goodwill [Line Items]
Goodwill Impairment	372
Remaining Goodwill	$ 100

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

Income Taxes

9 Months Ended

Sep. 30, 2023

Income Tax Disclosure [Abstract]

Income Taxes

(11)

Income Taxes

The Company’s effective tax rates for the three and nine months ended September 30, 2023 were (75.3)% and 4.1%, respectively. The Company’s effective tax rate for the three months ended September 30, 2023 was lower than the U.S. statutory tax rate primarily due to the U.S. deduction of foreign derived intangible income (“FDII”) and various tax credits. The Company’s effective tax rate for the nine months ended September 30, 2023 was lower than the U.S. statutory tax rate primarily due to the tax benefit related to the impairment of intangible assets and the aforementioned credits.

The Company's effective tax rates for the three and nine months ended September 30, 2022 were 85.5% and 24.1%, respectively. The Company's effective tax rates for the three and nine months ended September 30, 2022 were higher than the U.S. statutory tax rate mainly due to additional estimated accrued withholding taxes related to the Company’s change of indefinite reinvestment assertion, non-deductibility of certain costs associated with the Atotech Acquisition, and the U.S. global intangible low-taxed income inclusion, offset by U.S. deduction for FDII and the geographic mix of income earned by the Company's international subsidiaries being taxed at rates lower than the U.S. statutory tax rate.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Acquisition - Schedule of Revenue and Net Income (Details) - Atotech Limited [Member] - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022
Business Acquisition [Line Items]
Total net revenues	$ 1,141	$ 3,364
Net (loss) income	$ (34)	$ 140

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Total Stock-Based Compensation Expense Included in Company's Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income

The total stock-based compensation expense included in the Company’s condensed consolidated statements of operations and comprehensive (loss) income was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Cost of revenues	$	1	$	1	$	4	$	4
Research and development		2		1		5		4
Selling, general and administrative		10		8		34		23
Total stock-based compensation expense	$	13	$	10	$	43	$	31

Summary of Activity for RSUs

The following table presents the activity for RSUs under the Plans:


	Nine Months Ended September 30, 2023
	Quantity			Weighted Average Grant Date Fair Value Per Share
RSUs – beginning of period		0.8		$	118.96
Granted		0.7		$	87.17
Vested or forfeited		(0.5	)	$	118.64
RSUs – end of period		1.0		$	98.36

Goodwill and Intangible Assets - Estimated Net Amortization Expense (Detail) $ in Millions	Sep. 30, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2023 (remaining)	$ 67
2024	236
2025	236
2026	232
2027	231
2028	231
Thereafter	$ 1,259

Debt - Lines of Credit and Borrowing Arrangements - Additional Information (Detail) - Revolving Lines of Credit [Member] - Japan [Member] - USD ($)	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Aggregate borrowings expire and renewal period	3 months
Borrowing capacity in the form of letters of credit	$ 13,000,000
Total borrowings outstanding	$ 0	$ 0

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

- Definition

The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

Other Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2023

Other Liabilities, Current [Abstract]

Summary of Other Current Liabilities

Other current liabilities consisted of the following:


	September 30, 2023		December 31, 2022
Accrued compensation and other employee-related obligations	$	153	$	162
Deferred revenue and customer advances		80		94
Income taxes payable		56		51
Lease liabilities		28		26
Other		125		100
Total other current liabilities	$	442	$	433

Product Warranties - Additional Information (Detail) - USD ($) $ in Millions	Sep. 30, 2023	Sep. 30, 2022
Other Current Liabilities [Member]
Product Warranty Liability [Line Items]
Short-term product warranties	$ 16	$ 19
Other Noncurrent Liabilities [Member]
Product Warranty Liability [Line Items]
Long-term product warranties	$ 8	$ 6

Stock-Based Compensation - Additional Information (Detail) $ in Millions	Sep. 30, 2023 USD ($)
Restructuring Cost and Reserve [Line Items]
Total compensation expense related to unvested stock-based awards granted to employees, officers and directors	$ 57

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Acquisition - Additional Information (Detail) - Atotech Limited [Member] - USD ($)	Aug. 17, 2022	Sep. 30, 2023
Business Acquisition [Line Items]
Price per share of common stock in cash	$ 16.2
Number of shares received per common shares	0.0552
Aggregate number of common stock issued	10,700,000
In Process Research and Development [Member] \| Minimum [Member]
Business Acquisition [Line Items]
Acquired intangible assets, estimated useful lives		8 years
In Process Research and Development [Member] \| Maximum [Member]
Business Acquisition [Line Items]
Acquired intangible assets, estimated useful lives		9 years

Debt (Tables)

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Schedule of Short-Term Debt

The Company’s outstanding debt is as follows:


	September 30, 2023		December 31, 2022
Short-term debt:
New Term Loan Facility	$	87	$	93
Long-term debt, net:
New Term Loan Facility	$	4,787	$	4,834

Schedule of Contractual Maturities of Debt Obligations

Contractual maturities of the Company’s debt obligations as of September 30, 2023 are as follows:


Year	Amount
2023 (remaining)	$	22
2024		93
2025		110
2026		115
2027		695
2028		42
Thereafter		3,970

Fair Value Measurements - Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis (Detail) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments	$ 1	$ 1
Fair Value Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	291	60
Pension and deferred compensation plan assets	19	17
Total assets	437	195
Total liabilities	3	8
Short-term investments	1	1
Other current assets	7	8
Total current assets	299	69
Other assets	138	126
Other current liabilities	$ 3	$ 8
Derivative Liability, Statement of Financial Position [Extensible Enumeration]	Liabilities	Liabilities
Fair Value Measurements, Recurring [Member] \| Interest Rate Hedge [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives-interest rate hedge - non-current	$ 113	$ 104
Fair Value Measurements, Recurring [Member] \| Foreign Exchange Contracts [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives-foreign exchange forward contracts	7	7
Derivatives- foreign exchange forward contracts	3	8
Fair Value Measurements, Recurring [Member] \| Group Insurance Contracts [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	6	6
Fair Value Measurements, Recurring [Member] \| Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	278	60
Fair Value Measurements, Recurring [Member] \| Time Deposits [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	13
Fair Value Measurements, Recurring [Member] \| Time Deposits and Certificates of Deposit [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	1	1
Fair Value Measurements, Recurring [Member] \| Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	291	60
Pension and deferred compensation plan assets	0	0
Total assets	291	60
Total liabilities	0	0
Short-term investments	0	0
Other current assets	0	0
Total current assets	291	60
Other assets	0	0
Other current liabilities	$ 0	$ 0
Derivative Liability, Statement of Financial Position [Extensible Enumeration]	Liabilities	Liabilities
Fair Value Measurements, Recurring [Member] \| Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] \| Interest Rate Hedge [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives-interest rate hedge - non-current	$ 0	$ 0
Fair Value Measurements, Recurring [Member] \| Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] \| Foreign Exchange Contracts [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives-foreign exchange forward contracts	0	0
Derivatives- foreign exchange forward contracts	0	0
Fair Value Measurements, Recurring [Member] \| Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] \| Group Insurance Contracts [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	0	0
Fair Value Measurements, Recurring [Member] \| Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] \| Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	278	60
Fair Value Measurements, Recurring [Member] \| Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] \| Time Deposits [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	13
Fair Value Measurements, Recurring [Member] \| Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] \| Time Deposits and Certificates of Deposit [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	0	0
Fair Value Measurements, Recurring [Member] \| Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	0	0
Pension and deferred compensation plan assets	19	17
Total assets	146	135
Total liabilities	3	8
Short-term investments	1	1
Other current assets	7	8
Total current assets	8	9
Other assets	138	126
Other current liabilities	$ 3	$ 8
Derivative Liability, Statement of Financial Position [Extensible Enumeration]	Liabilities	Liabilities
Fair Value Measurements, Recurring [Member] \| Significant Other Observable Inputs (Level 2) [Member] \| Interest Rate Hedge [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives-interest rate hedge - non-current	$ 113	$ 104
Fair Value Measurements, Recurring [Member] \| Significant Other Observable Inputs (Level 2) [Member] \| Foreign Exchange Contracts [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives-foreign exchange forward contracts	7	7
Derivatives- foreign exchange forward contracts	3	8
Fair Value Measurements, Recurring [Member] \| Significant Other Observable Inputs (Level 2) [Member] \| Group Insurance Contracts [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	6	6
Fair Value Measurements, Recurring [Member] \| Significant Other Observable Inputs (Level 2) [Member] \| Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	0	0
Fair Value Measurements, Recurring [Member] \| Significant Other Observable Inputs (Level 2) [Member] \| Time Deposits [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	0
Fair Value Measurements, Recurring [Member] \| Significant Other Observable Inputs (Level 2) [Member] \| Time Deposits and Certificates of Deposit [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	1	1
Fair Value Measurements, Recurring [Member] \| Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	0	0
Pension and deferred compensation plan assets	0	0
Total assets	0	0
Total liabilities	0	0
Short-term investments	0	0
Other current assets	0	0
Total current assets	0	0
Other assets	0	0
Other current liabilities	$ 0	$ 0
Derivative Liability, Statement of Financial Position [Extensible Enumeration]	Liabilities	Liabilities
Fair Value Measurements, Recurring [Member] \| Significant Unobservable Inputs (Level 3) [Member] \| Interest Rate Hedge [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives-interest rate hedge - non-current	$ 0	$ 0
Fair Value Measurements, Recurring [Member] \| Significant Unobservable Inputs (Level 3) [Member] \| Foreign Exchange Contracts [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives-foreign exchange forward contracts	0	0
Derivatives- foreign exchange forward contracts	0	0
Fair Value Measurements, Recurring [Member] \| Significant Unobservable Inputs (Level 3) [Member] \| Group Insurance Contracts [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	0	0
Fair Value Measurements, Recurring [Member] \| Significant Unobservable Inputs (Level 3) [Member] \| Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	0	0
Fair Value Measurements, Recurring [Member] \| Significant Unobservable Inputs (Level 3) [Member] \| Time Deposits [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	0
Fair Value Measurements, Recurring [Member] \| Significant Unobservable Inputs (Level 3) [Member] \| Time Deposits and Certificates of Deposit [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	$ 0	$ 0