Acquisition (Tables)

12 Months Ended

Dec. 31, 2022

Photon Control Inc [Member]

Business Acquisition [Line Items]

Summary of Purchase Price

The purchase price of Photon Control consisted of the following:

Cash paid for outstanding shares	$	302
Less: Cash and cash equivalents acquired		(34	)
Total purchase price, net of cash and cash equivalents acquired	$	268

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 date of the Photon Control Acquisition:

Current assets	$	51
Intangible assets		121
Goodwill		168
Other non-current assets		9
Total assets acquired		349
Current liabilities		14
Non-current deferred taxes		32
Other non-current liabilities		1
Total liabilities assumed		47
Fair value of assets acquired and liabilities assumed		302
Less: Cash and cash equivalents acquired		(34	)
Total purchase price, net of cash and cash equivalents acquired	$	268

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:

Completed technology	$	110	9 years
Customer relationships		9	10 years
Backlog		2	1.5 years
	$	121

Atotech Limited [Member]

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 debt(1)		1,545
Settlement of Atotech share-based awards(2)		47
Total purchase price, net of cash and cash equivalents acquired	$	5,664

(1)Represents the cash paid for the outstanding principal of Atotech's senior secured term loans.

(2)Represents the amount paid to the holders of Atotech options that became fully vested on the Effective Date and the fair value of vested but unissued Atotech share-based awards.

Summary of Estimated Fair Value of Assets Acquired and Liabilities Assumed

The following table summarizes the allocation of the purchase price to the preliminary fair values assigned to assets acquired and liabilities assumed at the Effective Date:

Cash and cash equivalents	$	238
Trade accounts receivable		283
Inventories		244
Other current assets		104
Property, plant and equipment		381
Intangible assets		2,726
Goodwill		3,064
Other assets		131
Total assets acquired		7,171
Accounts payable		194
Other current liabilities		166
Non-current deferred taxes		729
Non-current accrued compensation		99
Other non-current liabilities		81
Total liabilities assumed		1,269
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 preliminary 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 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.

	Years Ended December 31,
	2022		2021
Total net revenues	$	4,450	$	4,450
Net income	$	197	$	292

The unaudited pro forma information for the year ended December 31, 2022 and 2021 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;

•The exclusion of inventory step-up amortization in 2022 and the addition of this amortization to 2021;

•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.