ENTEGRIS INC
For the period ended Mar 28, 2026. Filed Apr 30, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 28, 2026 · Filed Apr 30, 2026
ENTG$127.98+2.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-27; filed 2025-10-30.
0001101302-25-000103
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-28; filed 2026-04-30.
0001101302-26-000102
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 125 previous paragraphs and 104 current paragraphs.
53 unchanged; 40 reworded; 9 added; 24 removed; 8 previous and 2 current paragraphs rearranged.
Tables are not compared: 18 previous and 14 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (9)
Current report
Recent and continuing developments in U.S. and foreign trade policy have heightened global trade tensions and created significant uncertainty in macroeconomic and geopolitical environments, particularly with respect to China. Beginning in 2025, the U.S. government imposed tariffs and other trade measures affecting products and materials imported into the U.S., prompting protectionist and retaliatory actions by other countries. In February 2026, the U.S. Supreme Court invalidated tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”). Although a refund process for previously collected IEEPA duties is underway, the timing and scope of recoverable amounts remain uncertain and, even assuming recoverability, such retained amounts would not be material to the Company. Following the ruling, the Administration imposed new tariffs under other statutory authorities and has initiated investigations that may lead to additional tariffs under Section 301 of the Trade Act of 1974 covering a broad range of products and trading partners, including countries in which we operate. If new tariffs are imposed by the U.S., other countries, including countries into which we sell, may once again impose protectionist and retaliatory measures. The U.S. tariff framework remains subject to ongoing litigation, legislative action, and further executive action, any of which could materially alter the tariff rates applicable to our products and supply chain.
Current report
Impact of Conflicts in the Middle East
Current report
The military conflict in the Middle East between the U.S., Israel, Iran and other countries has caused uncertainty and volatility in the global markets, including, but not limited to, disruptions to shipping routes, oil and natural gas shortages, energy price fluctuations and availability of certain raw materials used in the production of our products. Revenue relating to products manufactured from raw materials or components sourced from or through this region does not constitute a material portion of our business and historically, we have not derived significant revenue from the region; however, as part of our commitment to the uninterrupted supply and uncompromised quality of our products, we have proactively implemented mitigation measures to manage the situation, including securing additional materials and building inventory, evaluating and activating established business continuity plans, and implementing prioritization measures in order to ensure operational stability. We will continue to closely monitor the situation and evaluate (and, as necessary, implement) additional mitigation measures.
Current report
Recent Events
Current report
In January 2026, we completed an assessment of the useful lives of our property, plant and equipment and adjusted the estimated useful lives of certain property, plant and equipment to more closely reflect the expected economic lives of these assets. These adjustments followed an analysis of our actual usage of assets, including the technological and physical obsolescence of these assets, our ability to continue to use equipment, historical usage trends, and anticipated capital plans and technology roadmaps, as well as industry trends and practices. Based on this analysis, we determined that the increase in useful lives was warranted and consistent with the Company’s historical and anticipated use of these assets. The updated estimated useful lives of certain assets for financial reporting purposes are as follows: buildings and improvements, 5 to 35 years increased to 12 to 40 years; manufacturing equipment, 5 to 10 years increased to 14 years; canisters and cylinders 3 to 12 years increased to 3 to 19 years; molds 3 to 5 years increased to 9 years and lab equipment, 3 to 8 years increased to 9 years.
Current report
This change in accounting estimate is effective beginning in fiscal year 2026 and is applied prospectively to the assets on our balance sheet as of December 31, 2025 and to future asset purchases. Based on the carrying amount of the assets included in property, plant and equipment, net in our condensed consolidated balance sheet as of December 31, 2025, we expect total depreciation expense in 2026 to be reduced by approximately $73.0 million recognized primarily in cost of revenues and R&D expenses. For additional information, see Note 1 to the condensed consolidated financial statements for further discussion of the change.
Current report
For thefirst fiscal quarter of 2026, APS net sales increased to $463.6 million, up 7% compared to $433.9 million in the comparable period last year. The sales increase was mainly due to increased sales from liquid filtration, FOUPs, and gas filtration products. APS reported a segment profit of $133.6 million in thefirst fiscal quarter of 2026, up 24% from $108.1 million in the year-ago period. The segment profit increase was primarily due to higher gross profit related to an increase in sales and lower depreciation expense as a result of changes in useful lives of certain of our property, plant and equipment.
Current report
Unallocated general and administrative expenses totaled $21.6 million in the first fiscal quarter of 2026, up 47% compared to $14.7 million in the comparable period last year. The $6.9 million increase is primarily due to higher employee costs.
Current report
The non-GAAP financial measures exclude certain specific items (“Special Items”), including certain items related to mergers and acquisitions; divestitures; restructuring and severance charges; impairments of assets; refinancing; certain income tax items and other discrete adjustments related to non-recurring, unusual or unanticipated charges, expenses or gains. We evaluate Special Items on an individual basis. Our evaluation of whether to exclude a Special Item for purposes of determining our non-GAAP financial measures considers both the quantitative and qualitative aspects of the Special Item, including among other things (i) its nature, (ii) whether or not it relates to our ongoing business operations, and (iii) whether or not we expect it to occur as part of our normal business on a regular basis.
Removed paragraphs (24)
Previous report
As described in the table above, the decrease in net sales was primarily attributable to a reduction of $3.3 million of sales primarily due to decreased semiconductor market demand, partially offset by an increase of $2.7 million of sales attributable to favorable foreign currency translations, primarily related to the strengthening of the Taiwanese dollar relative to the U.S. dollar compared to the fiscal quarter ended September 28, 2024.
Previous report
Gross margin decreased by 1.4 percentage points for the nine months ended September 27, 2025, compared to the same period in the prior year. Gross margin decreased primarily due to lower plant performance and unfavorable product mix.
Previous report
Amortization of intangible assets was $138.1 million in the nine months ended September 27, 2025, compared to $143.9 million for the nine months ended September 28, 2024. The decrease primarily reflects the absence of amortization for certain identifiable intangible assets acquired in previous acquisitions that became fully amortized.
Previous report
Other expense, net was $5.3 million in the nine months ended September 27, 2025 and consisted mainly of foreign currency transaction losses of $4.5 million and a loss of extinguishment of debt of $1.7 million, partially offset by other income of $1.0 million. Other expense, net was $17.1 million in the nine months ended September 28, 2024 and consisted mainly of a loss of extinguishment of debt of $12.3 million associated with the repayments on the Term Loan Facility and foreign currency transaction losses of $2.2 million and other expenses of $2.5 million.
Previous report
Income tax expense was $12.5 million in the nine months ended September 27, 2025, compared to income tax expense of $18.3 million in the nine months ended September 28, 2024. The Company’s effective income tax rate was 6.3% for the nine months ended September 27, 2025, compared to 8.7% for the nine months ended September 28, 2024. The effective tax rate for the nine months ended September 27, 2025 was lower due to the release of unrecognized tax benefits resulting from the expiration of applicable statutes of limitations and a change in income mix. This benefit was partially offset by an increase in discrete tax expense recorded associated with share-based compensation and the enactment of the Act.
Previous report
In the nine months ended September 27, 2025, the Company recorded net income of $186.2 million, or $1.22 per diluted share, compared to net income of $190.5 million, or $1.25 per diluted share, in the nine months ended September 28, 2024.
Previous report
In the fourth fiscal quarter of 2024, the Company realigned its segments in order to align its segment financial reporting with a change in its business structure. All prior period amounts related to the segment change have been recast for comparability.
Previous report
For the nine months ended September 27, 2025, MS net sales increased to $1,044.9 million, up 1% compared to $1,039.0 million in the comparable period last year. The sales increase was driven primarily by increased sales from CMP consumables, selective etch and deposition materials, partially offset by the absence of $33.9 million included in prior-year sales resulting from the divestiture of the PIM business. MS reported a segment profit of $212.7 million in the nine months ended September 27, 2025, up 2% from a $209.1 million segment profit in the year-ago period. The segment profit increase was primarily associated with the absence of the long-lived asset impairment charge of $13.0 million in the year-ago period (see Note 3 to our condensed consolidated financial statements for further discussion) and an increase in sales volume, partially offset by the absence of a $4.3 million gain associated with the sale of the PIM business in the year-ago period (see Note 4 to our condensed consolidated financial statements for further discussion), the absence of segment profit associated with the divestiture of the PIM business and the increase of $3.8 million of restructuring costs in the current period.
Previous report
For thethird fiscal quarter of 2025, APS net sales decreased to $460.8 million, down less than 1% compared to $463.1 million in the comparable period last year. The sales decrease was mainly due to decreased sales from a decline in facilities-based capital expenditure investments, including fluid handling products and FOUPs. APS reported a segment profit of $118.2 million in thethird fiscal quarter of 2025, down 7% from $127.4 million in the year-ago period. The segment profit decrease was primarily due to a decrease in gross profit from lower plant performance.
Previous report
For the nine months ended September 27, 2025, APS net sales decreased to $1,334.6 million, down 2% compared to $1,359.0 million in the comparable period last year. The sales decrease was mainly due to decreased sales from a decline in facilities-based capital expenditure investments, including fluid handling products and FOUPs, partially offset by an increase in sales from gas microcontamination products. APS reported a segment profit of $322.2 million in the nine months ended
Previous report
September 27, 2025, down 11% from $361.2 million in the year-ago period. The segment profit decrease was primarily due to lower sales, unfavorable product mix and higher restructuring costs of $13.2 million in the current period.
Previous report
Unallocated general and administrative expenses totaled $14.8 million in the third fiscal quarter of 2025, down 11% compared to $16.7 million in the comparable period last year. The $1.9 million decrease is primarily due to a $3.0 million decrease in non-income tax expense, partially offset by higher employee costs of $1.9 million.
Previous report
Unallocated general and administrative expenses totaled $45.8 million in the nine months ended September 27, 2025, up 8% compared to $42.5 million in the comparable period last year. The $3.3 million increase is primarily due to a $5.0 million increase in employee costs, partially offset by a $3.0 million decrease in non-income tax expense.
Previous report
(1) The Company entered into a floating-to-fixed swap contract on its variable rate debt under our Term Loan Facility. The effective interest rate after consideration of this floating-to-fixed swap contract was 5.01%. Refer to Note 9 for a description of our interest rate swap contract.
Previous report
1 Represents professional and vendor fees recorded in connection with services provided by consultants, accountants, lawyers and other third-party service providers to assist us in integrating CMC Materials into our operations.
Previous report
2 Represents severance charges related to the integration of CMC Materials.
Previous report
4 Represents an asset reduction of an acquired tax equalization asset from the CMC Materials acquisition.
Previous report
5 Gain from the sale of the Company’s PIM business.
Previous report
6 Impairment of long-lived assets related to a small, industrial specialty chemicals business.
Previous report
1 Represents professional and vendor fees recorded in connection with services provided by consultants, accountants, lawyers and other third-party service providers to assist us in integrating CMC Materials into our operations.
Previous report
2 Represents severance charges related to the integration of CMC Materials.
Previous report
4 Represents an asset reduction of an acquired tax equalization asset from the CMC Materials acquisition.
Previous report
6 Gain from the sale of the Company’s PIM business.
Previous report
7 Impairment of long-lived assets related to a small, industrial specialty chemicals business.
Reworded paragraphs (40)
Previous wording
The following discussion and analysis of the Company’s condensed consolidated financial condition and results of operations should be read along with the condensed consolidated financial statements and the accompanying notes thereto included elsewhere in this Quarterly Report on Form 10-Q (this “Quarterly Report”). The information, except for historical information, contained in this discussion and analysis or set forth elsewhere in this Quarterly Report includes forward-looking statements that involve risks and uncertainties. You should review Part II, Item 1A “Risk Factors” in this Quarterly Report and Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”) as well as our other U.S. Securities and Exchange Commission (“SEC”) filings for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis or set forth elsewhere in this Quarterly Report. The Company assumes no obligation to publicly release the results of any revisions or updates to these forward-looking statements to reflect future events or unanticipated occurrences.
Current wording
The following discussion and analysis of the Company’s condensed consolidated financial condition and results of operation should be read along with the condensed consolidated financial statements and the accompanying notes thereto included elsewhere in this Quarterly Report on Form 10-Q (this “Quarterly Report”). The information, except for historical information, contained in this discussion and analysis or set forth elsewhere in this Quarterly Report includes forward-looking statements that involve risks and uncertainties. You should review Part II, Item 1A “Risk Factors” in this Quarterly Report and Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) as well as our other U.S. Securities and Exchange Commission (“SEC”) filings for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis or set forth elsewhere in this Quarterly Report. The Company assumes no obligation to publicly release the results of any revisions or updates to these forward-looking statements to reflect future events or unanticipated occurrences.
Previous wording
Recent and continuing developments in U.S. and foreign trade policy have heightened global trade tensions and sparked significant uncertainty in macroeconomic and geopolitical environments, particularly with respect to China. The nature of our global business exposes us to risks associated with trade conflicts between the U.S. and its trading partners. Additionally, our manufacturing operations rely on a global supply chain to manufacture our products, including, in some instances, raw materials from China. The recent tariffs and other similar trade policies (i) have increased, and may continue to increase, our sourcing and manufacturing costs, (ii) have forced, and may continue to force, us to find alternative suppliers, and (iii) may result in manufacturing and delivery delays. As a result, we may face a reduction in the demand for, and in the competitiveness of, our products, particularly from local or domestically sourced competition, harm to our relationships with our customers, and decreased profitability. These issues may be exacerbated by the overall macroeconomic uncertainty stemming from current trade tensions which may slow economic growth and negatively impact the demand for products containing semiconductors, thereby decreasing the demand for our products.
Current wording
Because of the global nature of our business, these trade developments have exposed, and may continue to expose, our business and operations to various risks, particularly supply chain-related risks. The imposition of tariffs and other trade measures (i) has increased, and may continue to increase, our sourcing and manufacturing costs, (ii) has required, and may continue to require, us to adjust our supply chain and find alternative suppliers, and (iii) may result in manufacturing and delivery delays. In addition, foreign governments may apply rules of origin or other trade measures that treat products we manufacture outside the United States as U.S.-origin goods, potentially subjecting those products to retaliatory tariffs or other restrictions that increase costs for our customers and reduce demand for our products in those markets. As a result, we may face a reduction in the demand for, and in the competitiveness of, our products, including from increased local or domestically sourced competition, harm to our relationships with our customers, and decreased profitability. These risks may be exacerbated by the overall macroeconomic uncertainty stemming from current trade tensions which may slow economic growth and negatively impact the demand for products containing semiconductors, thereby decreasing the demand for our products.
Previous wording
Our strategy has been, and will continue to be, to build a resilient and robust supply chain and a global manufacturing footprint near our customers. While this strategy should mitigate the financial and operational impact of these trade policies, we expect that our business will be impacted, particularly in the near term, when high tariffs are imposed on our products. Given the dynamic nature of this situation, the direct and indirect impact to our customers and our business is difficult to quantify;
Current wording
Our strategy has been, and will continue to be, to build a resilient supply chain and a global manufacturing footprint near our customers. While this strategy should mitigate the financial and operational impact of these trade policies, we expect that our business will be impacted, particularly in the near term, when elevated tariffs are imposed on our products. We are also currently evaluating our options with respect to IEEPA tariff refunds. Given the dynamic nature of this situation, the direct and indirect impact to our customers and our business is difficult to quantify; however, we will continue to closely monitor this evolving situation, further leverage our global footprint and regional supply chain, and explore additional options to mitigate trade-related risks.
Previous wording
The critical accounting policies affected most significantly by estimates, assumptions and judgments used in the preparation of the Company’s condensed consolidated financial statements are described in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report. On an ongoing basis, the Company evaluates the critical accounting policies used to prepare its condensed consolidated financial statements, including, but not limited to, those related to business acquisitions. There have been no material changes in these critical accounting policies and estimates.
Current wording
Analysis of Financial Condition and Results of Operations” of our Annual Report. On an ongoing basis, the Company evaluates the critical accounting policies used to prepare its condensed consolidated financial statements, including, but not limited to, those related to business acquisitions. There have been no material changes in these critical accounting policies and estimates, except for the change in the estimated useful lives of certain property, plant and equipment. See Note 1 to the condensed consolidated financial statements for further discussion of the change.
Previous wording
Three and Nine Months Ended September 27, 2025 Compared to Three and Nine Months Ended September 28, 2024
Current wording
Three Months Ended March 28, 2026 Compared to Three Months Ended March 29, 2025
Previous wording
The following table compares operating results for the three and nine months ended September 27, 2025 and September 28, 2024, both in dollars and as a percentage of net sales, for each caption.
Current wording
The following table compares operating results for the three months ended March 28, 2026 and March 29, 2025, both in dollars and as a percentage of net sales, for each caption.
Previous wording
Net sales For the three months ended September 27, 2025, net sales decreased by 0.1% to $807.1 million, compared to $807.7 million for the three months ended September 28, 2024. An analysis of the factors underlying the change in net sales is presented in the following table:
Current wording
Net sales For the three months ended March 28, 2026, net sales increased by 5.0% to $811.9 million, compared to $773.2 million for the three months ended March 29, 2025. An analysis of the factors underlying the change in net sales is presented in the following table:
Previous wording
As described in the table above, the decrease in net sales was primarily attributable to the absence of sales totaling $33.9 million resulting from the divestiture of the PIM business, partially offset by (i) an increase of $2.6 million of sales attributable to favorable foreign currency translations and (ii) a $12.6 million increase in sales primarily due to increased semiconductor market demand compared to the nine months ended September 28, 2024.
Current wording
As described in the table above, the increase in net sales was primarily attributable to a $37.5 million increase in sales primarily due to increased sales from both of our reporting segments and an increase of $1.2 million of sales attributable to favorable foreign currency translations compared to the fiscal quarter ended March 29, 2025.
Previous wording
The decrease in sales to customers in North America primarily relates to decreased demand for our MS and APS products. The increase in sales to customers in Taiwan primarily relates to increased demand for our MS and APS products. The increase in sales to customers in China primarily relates to increased demand for our APS products, partially offset by decreased demand of our MS products. The increase in sales to customers in South Korea primarily relates to increased demand of our APS products, partially offset by decreased demand for our MS products. The increase in sales to customers in Japan primarily relates to increased demand for our MS products. The decrease in sales to customers in Europe primarily relates to decreased demand for our APS products. The sales to customers in Southeast Asia were flat.
Current wording
The decrease in sales to customers in North America primarily relates to decreased demand for our MS and APS products. The increase in sales to customers in Taiwan primarily relates to increased demand for our MS and APS products. The decrease in sales to customers in China primarily relates to decreased demand for our MS products, partially offset by increased demand of our APS products. The increase in sales to customers in South Korea primarily relates to increased demand of our MS and APS products. The increase in sales to customers in Japan primarily relates to increased demand for our MS and APS products. The decrease in sales to customers in Europe primarily relates to decreased demand for our APS products, partially offset by increased demand for our MS products. The increase in sales to customers in Southeast Asia primarily relates to increased demand of our APS products.
Previous wording
Gross margin decreased by 2.5 percentage points for the three months ended September 27, 2025, compared to the same period in the prior year. Gross margin decreased primarily due to lower plant performance.
Current wording
Gross margin increased by 0.8 percentage points for the three months ended March 28, 2026, compared to the same period in the prior year. Gross margin increased primarily as a result of increased production volumes across our manufacturing facilities and a decrease in depreciation expense due to the change in useful lives of certain of our property, plant and equipment. See Note 1 to the condensed consolidated financial statements for further discussion of the change.
Previous wording
Selling, general and administrative expenses Selling, general and administrative (“SG&A”) expenses were $101.8 million in the three months ended September 27, 2025, compared to $108.5 million in the year-ago period. The factors underlying the change in SG&A expenses are presented in the following table:
Current wording
Selling, general and administrative expenses Selling, general and administrative (“SG&A”) expenses were $117.6 million in the three months ended March 28, 2026, compared to $103.3 million in the year-ago period. The factors underlying the change in SG&A expenses are presented in the following table:
Previous wording
Engineering, research and development expenses The Company’s engineering, research and development (“ER&D”) efforts focus on the support or extension of current product lines and the development of new products and manufacturing technologies. ER&D expenses were $80.9 million in the three months ended September 27, 2025 compared to $80.9 million in the year-ago period. The factors underlying ER&D expenses are presented in the following table:
Current wording
Engineering, research and development expenses The Company’s ER&D efforts focus on the support or extension of current product lines and the development of new products and manufacturing technologies. ER&D expenses were $75.3 million in the three months ended March 28, 2026 compared to $84.8 million in the year-ago period. The factors underlying ER&D expenses are presented in the following table:
Previous wording
Amortization of intangible assets Amortization of intangible assets was $46.0 million in the three months ended September 27, 2025, compared to $46.2 million for the three months ended September 28, 2024. The decrease primarily reflects the absence of amortization for certain identifiable intangible assets acquired in previous acquisitions that became fully amortized.
Current wording
Amortization of intangible assets Amortization of intangible assets was $46.3 million in the three months ended March 28, 2026, compared to $46.1 million for the three months ended March 29, 2025.
Previous wording
Interest expense Interest expense includes interest associated with debt outstanding and the amortization of debt issuance costs and original issuance discounts associated with such borrowings. Interest expense was $47.9 million in the three months ended September 27, 2025, compared to $51.6 million in the three months ended September 28, 2024. The decrease primarily reflects lower interest expense related to lower average debt balances for the period due to repayments on the Company’s outstanding debt.
Current wording
Interest expense Interest expense includes interest associated with debt outstanding and the amortization of debt issuance costs and original issuance discounts associated with such borrowings. Interest expense was $48.9 million in the three months ended March 28, 2026, compared to $51.0 million in the three months ended March 29, 2025. The decrease primarily reflects lower interest expense related to lower average debt balances for the period due to repayments on the Company’s outstanding debt.
Previous wording
Other expense (income), net Other expense, net was $4.2 million in the three months ended September 27, 2025 and consisted mainly of foreign currency transaction losses of $2.5 million and a loss of extinguishment of debt of $1.7 million. Other income, net was $0.2 million in the three months ended September 28, 2024 and consisted mainly of foreign currency transaction gains of $2.1 million, partially offset by other expenses of $1.9 million.
Current wording
Other expense, net Other expense, net was $1.4 million in the three months ended March 28, 2026 and consisted mainly of foreign currency transaction losses of $0.8 million and a loss on extinguishment of debt of $0.5 million. Other expense, net was $1.3 million in the three months ended March 29, 2025 and consisted mainly of foreign currency transaction losses of $2.1 million.
Previous wording
Income tax expense Income tax expense was $1.5 million in the three months ended September 27, 2025, compared to income tax expense of $8.2 million in the three months ended September 28, 2024. The Company’s effective income tax rate was 2.1% for the three months ended September 27, 2025, compared to 9.5% for the three months ended September 28, 2024. The effective tax rate for the fiscal quarter ended September 27, 2025 was lower primarily due to the release of unrecognized tax benefits resulting from the expiration of applicable statute of limitations and a change in income mix. This benefit was partially offset by the impact of the enactment of the One Big Beautiful Bill Act (“Act”).
Current wording
Income tax expense Income tax expense was $1.0 million in the three months ended March 28, 2026, compared to income tax expense of $8.2 million in the three months ended March 29, 2025. The Company’s effective income tax rate was 1.1% for the three months ended March 28, 2026, compared to 11.5% for the three months ended March 29, 2025. The effective tax rate for the fiscal quarter ended March 28, 2026 was lower primarily due to changes enacted with the One Big Beautiful Bill Act, the release of unrecognized tax benefits resulting from guidance issued by the IRS in the quarter and a change in income mix.
Previous wording
The One Big Beautiful Bill Act (the “Act”) was enacted on July 4, 2025. In accordance with ASC 740-10, the Company accounted for the effects of the new tax legislation in the fiscal quarter ended September 27, 2025, which is the quarter of enactment. The key provisions of the Act impacting the Company’s financial statements include the modification of interest expense limitations under Section 163(j) of the Internal Revenue Code of 1986, as amended, and revisions to foreign-derived intangible income and global intangible low-taxed income.
Current wording
The One Big Beautiful Bill Act (the “Act”) was enacted on July 4, 2025. In accordance with ASC 740-10, the Company accounted for the effects of the Act in the quarter ended September 27, 2025, which was the quarter of enactment. The key provisions of the Act impacting the Company’s financial statements include the modification of interest expense limitations under Section 163(j) and revisions to foreign-derived intangible income (FDII) and global intangible low-taxed income (GILTI).
Previous wording
The Company updated its estimated annual effective tax rate to reflect the impact of the new legislation for interim reporting purposes. Certain provisions of the Act are effective for tax years beginning after December 31, 2025, and therefore did not affect the current quarter’s financial results. The Company continues to evaluate the impact of the Act on its future tax positions.
Current wording
Certain provisions of the Act are effective for tax years beginning after December 31, 2025, and therefore affect the current quarter’s financial results. The Company continues to evaluate the impact of the Act on the Company’s future tax positions.
Previous wording
Net income Due to the factors noted above, the Company recorded net income of $70.5 million, or $0.46 per diluted share, in the three months ended September 27, 2025, compared to net income of $77.5 million, or $0.51 per diluted share, in the three months ended September 28, 2024.
Current wording
Net income Due to the factors noted above, the Company recorded net income of $92.0 million, or $0.60 per diluted share, in the three months ended March 28, 2026, compared to net income of $62.9 million, or $0.41 per diluted share, in the three months ended March 29, 2025.
Previous wording
The following table compares non-GAAP financial measures for the three and nine months ended September 27, 2025 and September 28, 2024, both in dollars and as a percentage of net sales, for each caption.
Current wording
The following table compares non-GAAP financial measures for the three months ended March 28, 2026 and March 29, 2025, both in dollars and as a percentage of net sales, for each caption.
Previous wording
The decrease in Adjusted Operating Income and Adjusted EBITDA for the three months ended September 27, 2025 compared to the year-ago period is generally attributable to lower gross profit. The decrease in Non-GAAP EPS for the three months ended September 27, 2025 compared to the year-ago period is primarily attributable to lower gross profit, partially offset by lower operating expenses.
Current wording
The increase in Adjusted Operating Income for the three months ended March 28, 2026 compared to the year-ago period is generally attributable to an increase in sales and decrease in depreciation expense due to the change in useful lives of certain of our property, plant and equipment. The increase in Adjusted EBITDA for the three months ended March 28, 2026 compared to the year-ago period is generally attributable to an increase in sales. The increase in Non-GAAP EPS for the three months ended March 28, 2026 compared to the year-ago period is primarily attributable to an increase in sales, decrease in depreciation expense due to the change in useful lives of certain of our property, plant and equipment and a decrease in income expense.
Previous wording
The following table presents selected net sales and segment profit data for the Company’s two reportable segments, along with unallocated general and administrative expenses, for the three and nine months ended September 27, 2025 and September 28, 2024.
Current wording
The following table presents selected net sales and segment profit data for the Company’s two reportable segments, along with unallocated general and administrative expenses, for the three months ended March 28, 2026 and March 29, 2025.
Previous wording
For thethird fiscal quarter of 2025, MS net sales increased to $348.6 million, up 1% compared to $346.7 million in the comparable period last year. The sales increase was driven primarily by increased sales from CMP consumables and cleaning chemistries. MS reported a segment profit of $65.2 million in thethird fiscal quarter of 2025, down 9% from a $71.7 million segment profit in the year-ago period. The segment profit decrease was primarily due to a decrease in gross profit from lower plant performance, partially offset by lower operating expenses.
Current wording
For thefirst fiscal quarter of 2026, MS net sales increased to $351.1 million, up 3% compared to $341.4 million in the comparable period last year. The sales increase was driven primarily by increased sales from advanced deposition materials, selective etch chemistries and CMP consumables. MS reported a segment profit of $75.9 million in thefirst fiscal quarter of 2026, up 1% from a $75.0 million segment profit in the year-ago period. The segment profit increase was primarily due to higher sales.
Previous wording
Operating activities Cash provided by operating activities is net income adjusted for certain non-cash items and changes in assets and liabilities. Cash provided by operating activities totaled $503.4 million in the nine months ended September 27, 2025, compared to $455.6 million in the nine months ended September 28, 2024. This increase was driven by a $62.8 million increase in operating assets and liabilities, partially offset by a $15.0 million decrease of net income adjusted for non-cash reconciling items.
Current wording
Operating activities Cash provided by operating activities is net income adjusted for certain non-cash items and changes in assets and liabilities. Cash provided by operating activities totaled $183.0 million in the three months ended March 28, 2026, compared to $140.4 million in the three months ended March 29, 2025. This increase was driven by a $27.1 million increase in operating assets and liabilities and a $15.5 million increase of net income adjusted for non-cash reconciling items.
Previous wording
Changes in operating assets and liabilities for the nine months ended September 27, 2025 were driven by changes in trade accounts and notes receivables, inventories, accounts payable and accrued liabilities, and income tax payable and refundable income taxes. The change in trade accounts and notes receivable is primarily due to timing of payments received. The change in inventories was mainly due to a decrease in business activity. The change in accounts payable and accrued liabilities was primarily driven by timing of payments to vendors. The change in income tax payable and refundable income taxes is primarily due to higher income tax payment.
Current wording
Changes in operating assets and liabilities for the three months ended March 28, 2026 were driven by changes in trade accounts receivables, inventories and accounts payable and accrued liabilities The change in trade accounts receivable is primarily due to timing of payments received. The change in inventories was mainly due to an increase in business activity. The change in accounts payable and accrued liabilities was primarily driven by timing of payments to vendors and lower payment of the previous year’s incentive compensation.
Previous wording
Investing activities Cash flows used in investing activities totaled $234.5 million in the nine months ended September 27, 2025, compared to cash flows provided by investing activities of $40.8 million in the nine months ended September 28, 2024. The decrease resulted primarily from a decrease in proceeds from divestiture of $250.8 million, partially offset by an increase in cash paid for acquisition of property, plant and equipment of $33.1 million.
Current wording
Investing activities Cash flows used in investing activities totaled $38.4 million in the three months ended March 28, 2026, compared to cash flows used in investing activities of $108.3 million in the three months ended March 29, 2025. The decrease resulted primarily from a decrease in cash paid for acquisition of property, plant and equipment of $66.5 million.
Previous wording
Financing activities Cash used in financing activities totaled $204.1 million during the nine months ended September 27, 2025, compared to cash used in financing activities of $523.6 million during the nine months ended September 28, 2024. The decrease was primarily due to decreased net debt activity of $323.8 million compared to the prior period.
Current wording
Financing activities Cash used in financing activities totaled $61.6 million during the three months ended March 28, 2026, compared to cash used in financing activities of $22.4 million during the three months ended March 29, 2025. The increase was primarily due to increased net debt activity of $50.0 million compared to the prior period, partially offset by an increase in proceeds from issuance of common stock of $12.9 million.
Previous wording
Our total dividend payments were $45.7 million in the nine months ended September 27, 2025 compared to $45.5 million in the nine months ended September 28, 2024. We have paid a cash dividend in each fiscal quarter since the fourth fiscal quarter of 2017. On October 15, 2025, the Company’s board of directors declared a quarterly cash dividend of $0.10 per share to be paid on November 19, 2025 to shareholders of record on the close of business on October 29, 2025.
Current wording
Our total dividend payments were $15.4 million in the three months ended March 28, 2026 compared to $15.4 million in the three months ended March 29, 2025. We have paid a cash dividend in each fiscal quarter since the fourth fiscal quarter of 2017. On April 15, 2026, the Company’s board of directors declared a quarterly cash dividend of $0.10 per share to be paid on May 20, 2026 to shareholders of record on the close of business on April 29, 2026.
Previous wording
(2) Our senior secured revolving credit facility due 2027 (the “Revolving Facility”) bears interest at a rate per annum equal to, at the Company’s option, either (i) SOFR, plus an applicable margin of 1.75% or (ii) a base rate plus an applicable margin of 0.75%. The Revolving Facility has commitments of $575.0 million. During the nine months ended September 27, 2025, the Company borrowed and repaid $532 million under this Revolving Facility and no balance was outstanding at September 27, 2025.
Current wording
(2) Our senior secured revolving credit facility due 2027 (the “Revolving Facility”) bears interest at a rate per annum equal to, at the Company’s option, either (i) SOFR, plus an applicable margin of 1.75% or (ii) a base rate plus an applicable margin of 0.75%. The Revolving Facility has commitments of $575.0 million as of March 28, 2026. During the three months ended March 28, 2026, the Company borrowed and repaid $65.0 million under this Revolving Facility and no balance was outstanding at March 28, 2026.
Previous wording
During the nine months ended September 27, 2025, the Company repaid $150 million under the term loans B under the Term Loan Facility.
Current wording
During the three months ended March 28, 2026, the Company repaid $50 million under the term loans B under our Term Loan Facility.
Previous wording
The Company also has a line of credit with one bank that provides for borrowings in Japanese yen for the Company’s Japanese subsidiaries, equivalent in the aggregate to approximately $6.7 million. During the nine months ended September 27, 2025, there were no borrowings under this line of credit and there was no balance was outstanding at September 27, 2025.
Current wording
The Company also has a line of credit with one bank that provides for borrowings in Japanese yen for the Company’s Japanese subsidiaries, equivalent in the aggregate to approximately $6.3 million. During the three months ended March 28, 2026, there were no borrowings under this line of credit and there was no balance was outstanding at March 28, 2026.
Previous wording
There were no material changes to the cash requirements from our Annual Report that were outside the ordinary course of business.
Current wording
There were no material changes to the cash requirements described in our Annual Report that were outside the ordinary course of business.
Previous wording
Adjusted EBITDA is defined by the Company as net income before, as applicable, (1) equity in net loss of affiliate, (2) income tax expense, (3) interest expense, (4) interest income, (5) other expense (income), net, (6) integration costs, (7) restructuring costs, (8) acquired tax equalization asset reduction, (9) gain on sale of business, (10) impairment of long-lived assets, (11) amortization of intangible assets, and (12) depreciation. Adjusted Operating Income is defined by the Company as Adjusted EBITDA exclusive of the depreciation addback noted above. The Company also utilizes non-GAAP financial measures whereby Adjusted EBITDA and Adjusted Operating Income are each divided by the Company’s net sales to derive Adjusted EBITDA Margin and Adjusted Operating Margin, respectively.
Current wording
Adjusted EBITDA is defined by the Company as net income adjusted to exclude (1) equity in net loss of affiliates, (2) income tax expense, (3) interest expense, (4) interest income, (5) other expense, net, (6) depreciation, and (7) the impact of any Special Items. Adjusted Operating Income is defined by the Company as Adjusted EBITDA exclusive of the depreciation addback noted above. The Company also utilizes ratios of non-GAAP financial measures such as Adjusted EBITDA to Company net sales and Adjusted Operating Income to Company net sales (referred to as Adjusted EBITDA Margin and Adjusted Operating Margin, respectively).
Previous wording
Non-GAAP Net Income is defined by the Company as net income before, as applicable, (1) integration costs, (2) restructuring costs, (3) acquired tax equalization asset reduction (4) loss on extinguishment of debt and modification, (5) gain on sale of business, (6) impairment of long-lived assets, (7) amortization of intangible assets, and (8) the tax effect of the foregoing adjustments to net income. Non-GAAP EPS is defined as our Non-GAAP Net Income divided by our diluted weighted-average shares outstanding.
Current wording
Non-GAAP Net Income is defined by the Company as net income, adjusted to exclude the impact of any Special Items and the tax effect of the foregoing adjustments to net income, stated on a per share basis, divided by diluted weighted average shares outstanding. Non-GAAP EPS is defined as Non-GAAP Net Income divided by our diluted weighted-average shares outstanding.
Previous wording
3 Restructuring charges resulting from discrete cost saving initiatives inclusive of employee termination benefit and asset impairment charges, primarily related to (i) an internal reorganization, combining two complementary divisions into one and realigning our customer facing organization and (ii) workforce reductions and the abandonment of certain capital equipment no longer necessary for the Company’s long-term objectives.
Current wording
(1) Restructuring charges resulting from discrete cost saving initiatives inclusive of employee termination benefit, primarily related to (i) an internal reorganization, combining two complementary divisions into one and realigning our customer facing organization and (ii) workforce reductions.
Previous wording
7 Non-cash amortization expense associated with intangibles acquired in acquisitions.
Current wording
(2)Non-cash amortization expense associated with intangibles acquired in acquisitions.
Previous wording
3 Restructuring charges resulting from discrete cost saving initiatives inclusive of employee termination benefit and asset impairment charges, primarily related to (i) an internal reorganization, combining two complementary divisions into one and realigning our customer facing organization and (ii) workforce reductions and the abandonment of certain capital equipment no longer necessary for the Company’s long-term objectives.
Current wording
(1)Restructuring charges resulting from discrete cost saving initiatives inclusive of employee termination benefit and asset impairment charges, primarily related to (i) an internal reorganization, combining two complementary divisions into one and realigning our customer facing organization and (ii) workforce reductions.
Previous wording
5 Loss on extinguishment of debt and modification of our Term Loan Facility in 2024 and 2025.
Current wording
(2)Loss on extinguishment of debt of our Term Loan Facility in 2026.
Previous wording
8 Non-cash amortization expense associated with intangibles acquired in acquisitions.
Current wording
(3)Non-cash amortization expense associated with intangibles acquired in acquisitions.
Previous wording
9 The tax effect of pre-tax adjustments to net income was calculated using the applicable marginal tax rate for each respective year.
Current wording
(4)The tax effect of pre-tax adjustments to net income was calculated using the applicable marginal tax rate for each respective year.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
The critical accounting policies affected most significantly by estimates, assumptions and judgments used in the preparation of the Company’s condensed consolidated financial statements are described in Part II, Item 7 “Management’s Discussion and
Current report — wording carried from elsewhere
(1) Our senior secured term loan due 2029 (the “Term Loan Facility”) bears interest at a rate per annum equal to, at the Company’s option, either (i) SOFR, plus an applicable margin of 1.75%, or (ii) a base rate plus an applicable margin of 0.75%.
Rearranged previous paragraphs (8)
Previous report — wording carried elsewhere
however, we will continue to closely monitor this evolving situation, further leverage our global footprint and regional supply chain, and explore additional options to mitigate trade-related risks.
Previous report — wording carried elsewhere
Net sales for the nine months ended September 27, 2025 were $2,372.7 million, compared to $2,391.4 million for the nine months ended September 28, 2024. An analysis of the factors underlying the change in net sales is presented in the following table:
Previous report — wording carried elsewhere
On a geographic basis, sales percentage by customers’ country or region for the nine months ended September 27, 2025 and September 28, 2024 and the percentage increase (decrease) in sales for the nine months ended September 27, 2025 compared to the sales for the nine months ended September 28, 2024 were as follows:
Previous report — wording carried elsewhere
The decrease in sales to customers in North America primarily relates to the absence of sales resulting from the divestiture of the PIM business and from decreased demand for our MS and APS products. The increase in sales to customers in Taiwan primarily relates to increased demand for our MS and APS products. The increase in sales to customers in China primarily relates to increased demand for our MS products, partially offset by decreased demand of our APS products. The increase in sales to customers in South Korea primarily relates to increased demand of our MS and APS products. The increase in sales to customers in Japan primarily relates to increased demand for our MS and APS products. The decrease in sales to customers in Europe primarily relates to decreased demand for our MS and APS products. The increase in sales to customers in Southeast Asia primarily relates to increased demand for our MS and APS products.
Previous report — wording carried elsewhere
SG&A expenses were $320.2 million in the nine months ended September 27, 2025, compared to $337.0 million in the year-ago period. The factors underlying the change in SG&A expenses are presented in the following table:
Previous report — wording carried elsewhere
ER&D expenses were $250.0 million in the nine months ended September 27, 2025 compared to $234.6 million in the year-ago period. The factors underlying ER&D expenses are presented in the following table:
Previous report — wording carried elsewhere
Interest expense was $151.3 million in the nine months ended September 27, 2025, compared to $162.7 million in the nine months ended September 28, 2024. The decrease primarily reflects lower interest expense related to lower average debt balances for the period due to repayments on the Company’s outstanding debt.
Previous report — wording carried elsewhere
The decrease in Adjusted Operating Income and Adjusted EBITDA for the nine months ended September 27, 2025 compared to the year-ago period is generally attributable to lower gross profit. The decrease in Non-GAAP EPS for the nine months ended September 27, 2025 compared to the year-ago period is primarily attributable to lower gross profit, partially offset by lower interest expense.