MKS INC
For the period ended Dec 31, 2025. Filed Feb 24, 2026.
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FY2025 · Filed Feb 24, 2026
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Item 8. Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of MKS Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of MKS Inc. and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive income (loss), of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 2025 appearing after Item 16 (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue Recognition – Certain Product Revenue
As described in Note 3 to the consolidated financial statements, revenue is recognized when or as obligations under the terms of a contract with a customer have been satisfied by the Company and control has transferred to the customer. The majority of the Company’s performance obligations, and associated revenue, are transferred to customers at a point in time, generally upon shipment of a product to the customer or receipt of the product by the customer and without significant judgments. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services. The Company’s total net product revenue was $3.4 billion for the year ended December 31, 2025, of which a majority relates to certain product revenue.
The principal consideration for our determination that performing procedures relating to revenue recognition for certain product revenue is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s revenue recognition for certain product revenue.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over the recording of revenue for certain product revenue at the consideration once control passes to the customer. These procedures also included, among others (i) testing revenue recognized for a sample of certain product revenue transactions by obtaining and inspecting source documents, such as purchase orders, invoices, and proof of shipment or delivery; (ii) testing revenue recognized for a sample of certain product revenue transactions before and after period end by obtaining and inspecting source documents, such as purchase orders, invoices and proof of shipment or delivery; and (iii) confirming a sample of outstanding customer invoice balances as of December 31, 2025 and, for confirmations not returned, obtaining and inspecting source documents, such as purchase orders, invoices, proof of shipment or delivery, and subsequent cash receipts.
/s/PricewaterhouseCoopers LLP
Boston, Massachusetts
February 24, 2026
We have served as the Company’s auditor since 1981.
Consolidated Balance Sheets
| December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| ASSETS | ||
| Current assets: | ||
| Cash and cash equivalents | $675 | $714 |
| Trade accounts receivable, net of allowance for doubtful accounts of $5 at both December 31, 2025 and 2024 | 651 | 615 |
| Inventories | 921 | 893 |
| Other current assets | 263 | 252 |
| Total current assets | 2,510 | 2,474 |
| Property, plant and equipment, net | 810 | 771 |
| Right-of-use assets | 270 | 238 |
| Goodwill | 2,574 | 2,479 |
| Intangible assets, net | 2,140 | 2,272 |
| Other assets | 492 | 356 |
| Total assets | $8,796 | $8,590 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
| Current liabilities: | ||
| Short-term debt | $51 | $50 |
| Accounts payable | 407 | 341 |
| Other current liabilities | 469 | 384 |
| Total current liabilities | 927 | 775 |
| Long-term debt, net | 4,150 | 4,488 |
| Non-current deferred taxes | 474 | 504 |
| Non-current accrued compensation | 149 | 141 |
| Non-current lease liabilities | 246 | 211 |
| Other non-current liabilities | 131 | 149 |
| Total liabilities | 6,077 | 6,268 |
| Commitments and contingencies (Note 22) | ||
| Stockholders’ equity: | ||
| Preferred stock, $0.01 par value, 2 shares authorized; no shares issued and outstanding | — | — |
| Common stock, no par value, 200 shares authorized; 67.2 and 67.4 shares issued and outstanding at December 31, 2025 and 2024, respectively | — | — |
| Additional paid-in capital | 2,101 | 2,067 |
| Retained earnings | 711 | 503 |
| Accumulated other comprehensive loss | (93) | (248) |
| Total stockholders’ equity | 2,719 | 2,322 |
| Total liabilities and stockholders' equity | $8,796 | $8,590 |
Consolidated Statements of Opera tions and Comprehensive Income (Loss)
| Years Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Net revenues: | |||
| Products | $3,436 | $3,124 | $3,200 |
| Services | 495 | 462 | 422 |
| Total net revenues | 3,931 | 3,586 | 3,622 |
| Cost of revenues: | |||
| Products | 1,859 | 1,662 | 1,748 |
| Services | 235 | 216 | 232 |
| Total cost of revenues (exclusive of amortization shown separately below) | 2,094 | 1,878 | 1,980 |
| Gross profit | 1,837 | 1,708 | 1,642 |
| Research and development | 299 | 271 | 288 |
| Selling, general and administrative | 724 | 674 | 675 |
| Acquisition and integration costs | — | 9 | 16 |
| Restructuring and other | 37 | 6 | 20 |
| Fees and expenses related to amendments to the Term Loan Facility | 2 | 5 | 2 |
| Amortization of intangible assets | 247 | 245 | 295 |
| Goodwill and intangible asset impairments | — | — | 1,902 |
| Gain on sale of long-lived assets | — | — | (2) |
| Income (loss) from operations | 528 | 498 | (1,554) |
| Interest income | (14) | (21) | (17) |
| Interest expense | 212 | 284 | 356 |
| Loss on extinguishment of debt | 10 | 57 | 8 |
| Other expense (income), net | 16 | (2) | 27 |
| Income (loss) before income taxes | 304 | 180 | (1,928) |
| Provision (benefit) for income taxes | 9 | (10) | (87) |
| Net income (loss) | $295 | $190 | $(1,841) |
| Other comprehensive income (loss), net of tax: | |||
| Changes in value of financial instruments designated as cash flow hedges | $(29) | $(1) | $(24) |
| Foreign currency translation adjustments | 237 | (213) | (83) |
| Change in net investment hedge | (63) | 36 | (25) |
| Unrecognized pension gain (loss) | 10 | 3 | (9) |
| Unrealized gain (loss) on investments | — | 23 | (23) |
| Total comprehensive income (loss) | $450 | $38 | $(2,005) |
| Net income (loss) per share: | |||
| Basic | $4.39 | $2.82 | $(27.54) |
| Diluted | $4.37 | $2.81 | $(27.54) |
| Weighted average common shares outstanding: | |||
| Basic | 67.3 | 67.3 | 66.8 |
| Diluted | 67.7 | 67.6 | 66.8 |
Consolidated Statementsof Stockholders’ Equity
| Accumulated | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Additional · Other · Total | |||||||||
| Common Stock · Paid-In · Retained · Comprehensive · Stockholders' | |||||||||
| Shares · Amount · Capital · Earnings · (Loss) Income · Equity | |||||||||
| Balance at December 31, 2022 | 66.6 | $0.1 | $2,142 | $2,272 | $69 | $4,483 | |||
| Net issuance under stock-based plans | 0.3 | (1) | (1) | ||||||
| Stock-based compensation | 54 | 54 | |||||||
| Cash dividend ($0.88 per common share) | (59) | (59) | |||||||
| Comprehensive loss (net of tax): | |||||||||
| Net loss | (1,841) | (1,841) | |||||||
| Other comprehensive loss | (164) | (164) | |||||||
| Balance at December 31, 2023 | 66.9 | $0.1 | $2,195 | $373 | $(96) | $2,472 | |||
| Net issuance under stock-based plans | 0.5 | (9) | (9) | ||||||
| Stock-based compensation | 48 | 48 | |||||||
| Purchase of capped calls related to Convertible Notes | (167) | (167) | |||||||
| Cash dividend ($0.88 per common share) | (59) | (59) | |||||||
| Comprehensive income (loss) (net of tax): | |||||||||
| Net income | 190 | 190 | |||||||
| Other comprehensive loss | (152) | (152) | |||||||
| Balance at December 31, 2024 | 67.4 | $0.1 | $2,067 | $503 | $(248) | $2,322 | |||
| Net issuance under stock-based plans | 0.3 | (4) | (4) | ||||||
| Stock-based compensation | 55 | 55 | |||||||
| Stock repurchase | (0.5) | (17) | (28) | (45) | |||||
| Cash dividend ($0.88 per common share) | (59) | (59) | |||||||
| Comprehensive income (net of tax): | |||||||||
| Net income | 295 | 295 | |||||||
| Other comprehensive income | 155 | 155 | |||||||
| Balance at December 31, 2025 | 67.2 | $0.1 | $2,101 | $711 | $(93) | $2,719 | |||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.