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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.
Overview
The Company is a leading supplier of critical advanced materials and process solutions for the semiconductor and other high-technology industries. We leverage our unique breadth of capabilities to help our customers improve their productivity, product performance and technology in the most advanced manufacturing environments.
Our business is organized and operated in two operating segments.
•The Materials Solutions segment, or MS, provides materials-based solutions, such as chemical vapor and atomic layer deposition materials, chemical mechanical planarization (“CMP”) slurries and pads, ion implantation specialty gases, formulated etch and clean materials, and other specialty materials that enable our customers to achieve better device performance and faster time to yield, while providing for lower total cost of ownership.
•The Advanced Purity Solutions segment, or APS, offers filtration, purification and contamination-control solutions that improve customers’ yield, device reliability and cost by ensuring the purity of critical liquid chemistries and gases and the cleanliness of wafers and other substrates used throughout semiconductor manufacturing processes, the semiconductor ecosystem and other high-technology industries.
With our complementary capabilities, we believe we are uniquely positioned to create new, co-optimized and increasingly integrated solutions for our customers, which should translate into improved device performance, lower cost of ownership and faster time to market. For example, we have the capabilities and core competencies to develop and co-optimize offerings solving customers’ complex manufacturing challenges across the deposition, CMP process and post-CMP modules, with solutions including advanced deposition materials, CMP slurries, pads and post-CMP cleaning chemistries (each from our MS segment), and CMP slurry filters, high-purity packaging and fluid monitoring systems (each from our APS segment).
The Company’s fiscal year is the calendar period ending each December 31. The Company’s fiscal quarters consist of 13-week or 14-week periods that end on a Saturday. The Company’s fiscal quarters in 2026 end on March 28, 2026, June 27, 2026, September 26, 2026 and December 31, 2026.
Global Trade Environment
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. The U.S. government has initiated, and in certain cases, concluded investigations that have led, or may lead, to additional tariffs under Section 301 of the Trade Act of 1974, as amended, 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.
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
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costs for our customers and reduce demand for our products in those markets. Foreign governments have also imposed, and may further impose, export controls or licensing requirements on raw materials and inputs on which we rely, which could disrupt our supply chain or increase our costs. 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.
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. Certain tariffs are not eligible for duty drawback or preferential treatment under free trade agreements, which may limit the options available to us to mitigate their impact. 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.
Impact of Conflicts in the Middle East
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.
Recent Events
Change in Useful Lives
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.
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 further discussion of the change, see Note 1 to the condensed consolidated financial statements.
Amended Revolving Facility
On April 29, 2026, the Company amended the Revolving Facility to provide for, among other things, lending commitments in an aggregate principal amount of up to $750.0 million, up from $575.0 million, and to extend the maturity to April 29, 2031 from July 6, 2027.
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Critical Accounting Policies and Estimates
Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon the Company’s condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these condensed consolidated financial statements requires the Company to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, sales and expenses and related disclosure of contingent assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions.
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, 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.
Three and Six Months Ended June 27, 2026 Compared to Three and Six Months Ended June 28, 2025
The following table compares operating results for the three and six months ended June 27, 2026 and June 28, 2025, both in dollars and as a percentage of net sales, for each caption.
Three months ended Six months ended
(Dollars in millions) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
Net sales $ 883.2 100.0 % $ 792.4 100.0 % $ 1,695.1 100.0 % $ 1,565.6 100.0 %
Cost of sales 463.2 52.4 440.9 55.6 894.3 52.8 857.6 54.8
Gross profit 420.0 47.6 351.5 44.4 800.8 47.2 708.0 45.2
Selling, general and administrative expenses 126.5 14.3 115.1 14.5 244.1 14.4 218.4 13.9
Engineering, research and development expenses 82.8 9.4 84.3 10.6 158.1 9.3 169.1 10.8
Amortization of intangible assets 46.1 5.2 46.0 5.8 92.4 5.5 92.1 5.9
Operating income 164.6 18.6 106.1 13.4 306.2 18.1 228.4 14.6
Interest expense 48.6 5.5 52.4 6.6 97.5 5.8 103.4 6.6
Interest income (1.9) (0.2) (1.9) (0.2) (3.8) (0.2) (3.3) (0.2)
Other expense (income), net 7.8 0.9 (0.2) — 9.2 0.5 1.1 0.1
Income before income tax expense 110.1 12.5 55.8 7.0 203.3 12.0 127.2 8.1
Income tax expense 16.5 1.9 2.8 0.4 17.5 1.0 11.0 0.7
Equity in net loss of affiliates — — 0.2 — 0.2 — 0.5 —
Net income $ 93.6 10.6 % $ 52.8 6.7 % $ 185.6 10.9 % $ 115.7 7.4 %
Net sales For the three months ended June 27, 2026, net sales increased by 11.5% to $883.2 million, compared to $792.4 million for the three months ended June 28, 2025. An analysis of the factors underlying the change in net sales is presented in the following table:
(In millions)
Net sales in the three months ended June 28, 2025 $ 792.4
Increase primarily associated with volume 97.8
Decrease associated with effect of foreign currency translation (7.0)
Net sales in the three months ended June 27, 2026 $ 883.2
As described in the table above, the increase in net sales was primarily attributable to a $97.8 million increase in sales primarily due to increased sales from both of our reporting segments, partially offset by a decrease of $7.0 million of sales attributable to unfavorable foreign currency translations compared to the fiscal quarter ended June 28, 2025.
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On a geographic basis, sales percentage by customers’ country or region for the three months ended June 27, 2026 and June 28, 2025 and the percentage increase (decrease) in net sales for the three months ended June 27, 2026 compared to net sales for the three months ended June 28, 2025 were as follows:
Three months ended
June 27, 2026 June 28, 2025 Percentage increase (decrease) in sales
North America 17 % 18 % 5 %
Taiwan 26 % 22 % 29 %
China 19 % 21 % 2 %
South Korea 13 % 14 % 6 %
Japan 10 % 10 % 12 %
Europe 7 % 7 % 5 %
Southeast Asia 8 % 8 % 17 %
Total sales increased in all disclosed geographic regions year over year due to increased demand for our products.
Net sales for the six months ended June 27, 2026 increased by 8.3% to $1,695.1 million, compared to $1,565.6 million for the six months ended June 28, 2025. An analysis of the factors underlying the change in net sales is presented in the following table:
(In millions)
Net sales in the six months ended June 28, 2025 $ 1,565.6
Increase primarily associated with volume 135.4
Decrease associated with effect of foreign currency translation (5.9)
Net sales in the six months ended June 27, 2026 $ 1,695.1
As described in the table above, the increase in net sales was primarily attributable to a $135.4 million increase in sales primarily due to increased sales from both of our reporting segments, partially offset by a decrease of $5.9 million of sales attributable to unfavorable foreign currency translations compared to the six months ended June 28, 2025.
On a geographic basis, sales percentage by customers’ country or region for the six months ended June 27, 2026 and June 28, 2025 and the percentage increase (decrease) in net sales for the six months ended June 27, 2026 compared to the net sales for the six months ended June 28, 2025 were as follows:
Six months ended
June 27, 2026 June 28, 2025 Percentage increase (decrease) in sales
North America 17 % 19 % (2 %)
Taiwan 26 % 22 % 23 %
China 19 % 20 % (1 %)
South Korea 13 % 13 % 7 %
Japan 11 % 10 % 19 %
Europe 7 % 8 % (4 %)
Southeast Asia 8 % 8 % 14 %
The decrease in sales to customers in North America primarily relates to decreased demand for our MS products, partially offset by increased demand for our 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 for our APS products. The increase in sales to customers in South Korea primarily relates to increased demand for 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 for our MS and APS products.
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Gross margin The following table sets forth gross margin (gross profit as a percentage of net sales):
Three months ended Six months ended
June 27, 2026 June 28, 2025 Percentage point change June 27, 2026 June 28, 2025 Percentage point change
Gross margin: 47.6 % 44.4 % 3.2 47.2 % 45.2 % 2.0
Gross margin increased by 3.2 percentage points for the three months ended June 27, 2026, compared to the same period in the prior year. Gross margin increased primarily as a result of increased production volumes enabled by strong operational performance across our manufacturing facilities and a decrease in depreciation expense due to the change in useful lives for specific property, plant and equipment. See Note 1 to the condensed consolidated financial statements for further discussion of the change.
Gross margin increased by 2.0 percentage points for the six months ended June 27, 2026, compared to the same period in the prior year. Gross margin increased primarily as a result of increased production volumes enabled by strong operational performance across our manufacturing facilities and a decrease in depreciation expense due to the change in useful lives for specific property, plant and equipment. See Note 1 to the condensed consolidated financial statements for further discussion of the change.
Selling, general and administrative expenses Selling, general and administrative (“SG&A”) expenses were $126.5 million in the three months ended June 27, 2026, compared to $115.1 million in the year-ago period. The factors underlying the change in SG&A expenses are presented in the following table:
(In millions)
Selling, general and administrative expenses in the fiscal quarter ended June 28, 2025 $ 115.1
Employee costs, primarily related to variable compensation (exclusive of restructuring costs included in the line below) 12.1
Professional services 2.9
Restructuring costs (4.8)
Other increases, net 1.2
Selling, general and administrative expenses in the fiscal quarter ended June 27, 2026 $ 126.5
SG&A expenses were $244.1 million in the six months ended June 27, 2026, compared to $218.4 million in the year-ago period. The factors underlying the change in SG&A expenses are presented in the following table:
(In millions)
Selling, general and administrative expenses in the six months ended June 28, 2025 $ 218.4
Employee costs, primarily related to variable compensation (exclusive of restructuring costs included in the line below) 19.5
Professional services 5.6
Restructuring costs (3.3)
Other increases, net 3.9
Selling, general and administrative expenses in the six months ended June 27, 2026 $ 244.1
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 $82.8 million in the three months ended June 27, 2026 compared to $84.3 million in the year-ago period. The factors underlying ER&D expenses are presented in the following table:
(In millions)
Engineering, research and development expenses in the fiscal quarter ended June 28, 2025 $ 84.3
Project-related expenses (3.2)
Depreciation expense (2.7)
Employee costs, primarily related to variable compensation 2.6
Other increases, net 1.8
Engineering, research and development expenses in the fiscal quarter ended June 27, 2026 $ 82.8
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ER&D expenses were $158.1 million in the six months ended June 27, 2026 compared to $169.1 million in the year-ago period. The factors underlying ER&D expenses are presented in the following table:
(In millions)
Engineering, research and development expenses in the six months ended June 28, 2025 $ 169.1
Project-related expenses (11.0)
Depreciation expense (5.2)
Employee costs, primarily related to variable compensation 2.9
Other increases, net 2.3
Engineering, research and development expenses in the six months ended June 27, 2026 $ 158.1
Amortization of intangible assets Amortization of intangible assets was $46.1 million in the three months ended June 27, 2026, compared to $46.0 million for the three months ended June 28, 2025.
Amortization of intangible assets was $92.4 million in the six months ended June 27, 2026, compared to $92.1 million for the six months ended June 28, 2025.
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 $48.6 million in the three months ended June 27, 2026, compared to $52.4 million in the three months ended June 28, 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.
Interest expense was $97.5 million in the six months ended June 27, 2026, compared to $103.4 million in the six months ended June 28, 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.
Other expense, net Other expense, net was $7.8 million in the three months ended June 27, 2026 and consisted mainly of equity investment impairment of $6.7 million and a loss on extinguishment of debt of $1.7 million, partially offset by foreign currency transaction gains of $0.8 million. Other income, net was $0.2 million in the three months ended June 28, 2025 and consisted mainly of foreign currency transaction gains of $0.1 million.
Other expense, net was $9.2 million in the six months ended June 27, 2026 and consisted mainly of equity investment impairment of $6.7 million and a loss on extinguishment of debt of $2.2 million. Other expense, net was $1.1 million in the six months ended June 28, 2025 and consisted mainly of foreign currency transaction losses of $2.0 million, partially offset by other expenses of $0.9 million.
Income tax expense Income tax expense was $16.5 million in the three months ended June 27, 2026, compared to income tax expense of $2.8 million in the three months ended June 28, 2025. The Company’s effective income tax rate was 15.0% for the three months ended June 27, 2026, compared to 5.0% for the three months ended June 28, 2025 The effective tax rate for the quarter ended June 27, 2026 was higher primarily due to an increase in book income, tax expense recorded related to a provision to return adjustment, and the release of unrecognized tax benefits in the quarter ended June 28, 2025 that did not recur in the quarter ended June 27, 2026.
Pillar 2
The Organization for Economic Co-operation and Development (“OECD”) introduced Base Erosion and Profit Shifting (“BEPS”) Pillar 2 rules that impose a global minimum tax rate of 15%. Numerous countries have already enacted, or are expected to enact, legislation to implement the 15% minimum tax rate. We have evaluated the impact of this legislation based on Entegris’ current global landscape and do not believe it will have a material impact. We will continue to monitor the ongoing legislation throughout the year and evaluate any future potential impact on our consolidated financial statements and related disclosures.
One Big Beautiful Bill Act
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).
Certain provisions of the Act are effective for tax years beginning after December 31, 2025, and therefore affects the current year financial results. The Company continues to evaluate the impact of the Act on the Company’s future tax positions.
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Net income Due to the factors noted above, the Company recorded net income of $93.6 million, or $0.61 per diluted share, in the three months ended June 27, 2026, compared to net income of $52.8 million, or $0.35 per diluted share, in the three months ended June 28, 2025.
In the six months ended June 27, 2026, the Company recorded net income of $185.6 million, or $1.21 per diluted share,
compared to net income of $115.7 million, or $0.76 per diluted share, in the six months ended June 28, 2025.
Non-GAAP Financial Measures The Company’s condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). The Company also utilizes certain non-GAAP financial measures as a complement to financial measures provided in accordance with GAAP in order to better assess and reflect trends affecting the Company’s business and results of operations. See the section entitled “Non-GAAP Information” below for additional detail, including the definition of certain non-GAAP financial measures and the reconciliation of these non-GAAP measures to the Company’s GAAP measures.
The Company’s principal non-GAAP financial measures are Adjusted EBITDA and Adjusted Operating Income, together with related measures thereof, and Non-GAAP Earnings Per Share (“Non-GAAP EPS”).
The following table compares non-GAAP financial measures for the three and six months ended June 27, 2026 and June 28, 2025, both in dollars and as a percentage of net sales, for each caption.
Three months ended Six months ended
(In millions) June 27, 2026 June 28, 2025 Percent Change June 27, 2026 June 28, 2025 Percent Change
Adjusted Operating Income $ 216.3 $ 165.4 31 % $ 408.3 $ 336.2 21 %
Adjusted Operating Margin - as a % of net sales 24.5 % 20.9 % 24.1 % 21.5 %
Adjusted EBITDA $ 250.7 $ 216.7 16 % $ 476.8 $ 437.4 9 %
Adjusted EBITDA - as a % of net sales 28.4 % 27.3 % 28.1 % 27.9 %
Non-GAAP EPS $ 0.93 $ 0.66 41 % $ 1.79 $ 1.33 35 %
The increase in Adjusted Operating Income, Adjusted EBITDA and Non-GAAP EPS for the three and six months ended June 27, 2026 compared to the year-ago period is generally attributable to an increase in sales, operating leverage in our manufacturing facilities and decrease in depreciation expense due to the change in useful lives of specific property, plant and equipment, partially offset by an increase in SG&A expenses, primarily related to variable compensation.
Segment Analysis
The Company currently reports its financial performance based on two reporting segments. The following is a discussion of the results of operations of these two business segments. See Note 9 to the condensed consolidated financial statements for additional information on the Company’s two segments.
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 six months ended June 27, 2026 and June 28, 2025.
Three months ended Six months ended
(In millions) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
Materials Solutions
Net sales $ 371.3 $ 354.9 $ 722.4 $ 696.3
Segment profit 77.7 72.5 153.6 147.5
Advanced Purity Solutions
Net sales $ 514.6 $ 439.9 $ 978.2 $ 873.8
Segment profit 150.9 95.9 284.5 204.0
Unallocated general and administrative expenses $ 17.9 $ 16.3 $ 39.5 $ 31.0
Materials Solutions (MS)
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For the second fiscal quarter of 2026, MS net sales increased to $371.3 million, up 5% compared to $354.9 million in the comparable period last year. The sales increase was driven primarily by increased sales from advanced deposition materials, specialty materials, selective etch chemistries and CMP consumables. MS reported a segment profit of $77.7 million in the second fiscal quarter of 2026, up 7% from a $72.5 million segment profit in the year-ago period. The segment profit increase was primarily due to higher sales and lower depreciation expense as a result of changes in useful lives of specific property, plant and equipment, partially offset by higher variable compensation costs.
For the six months ended June 27, 2026, MS net sales increased to $722.4 million, up 4% compared to $696.3 million in the
comparable period last year. The sales increase was driven primarily by increased sales from advanced deposition materials, selective etch chemistries, specialty materials and CMP consumables. MS reported a segment profit of $153.6 million in the six months ended June 27, 2026, up 4% from a $147.5 million segment profit in the year-ago period. The segment profit increase was primarily due to higher sales and lower depreciation expense as a result of changes in useful lives of specific property, plant and equipment, partially offset by higher variable compensation costs.
Advanced Purity Solutions (APS)
For the second fiscal quarter of 2026, APS net sales increased to $514.6 million, up 17% compared to $439.9 million in the comparable period last year. The sales increase was mainly due to increased sales from liquid and gas filtration and purification products, FOUPs, and fluid management solutions. APS reported a segment profit of $150.9 million in the second fiscal quarter of 2026, up 57% from $95.9 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 specific property, plant and equipment, partially offset by higher variable compensation costs.
For the six months ended June 27, 2026, APS net sales increased to $978.2 million, up 12% compared to $873.8 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 $284.5 million in the six months ended June 27, 2026, up 39% from $204.0 million in the year-ago period. The segment profit increase was due to higher gross profit related to an increase in sales and lower depreciation expense as a result of changes in useful lives of specific property, plant and equipment, partially offset by higher variable compensation costs.
Unallocated general and administrative expenses
Unallocated general and administrative expenses totaled $17.9 million in the second fiscal quarter of 2026, up 10% compared to $16.3 million in the comparable period last year. The $1.6 million increase is primarily due to higher professional fees.
Unallocated general and administrative expenses totaled $39.5 million in the six months ended June 27, 2026, up 27% compared to $31.0 million in the comparable period last year. The $8.5 million increase is primarily due to a $5.4 million increase in employee costs and a $1.9 million increase in professional services.
Liquidity and Capital Resources
We consider the following when assessing our liquidity and capital resources:
(In millions) June 27, 2026 December 31, 2025
Cash and cash equivalents $ 353.6 $ 360.4
Working capital 1,199.5 1,149.6
Total debt, net of unamortized discount and debt issuance costs 3,456.0 3,697.6
The Company has historically financed its operations and capital requirements through cash flow from its operating activities, long-term debt, lease financing, revolving credit facility and borrowings under domestic and international short-term lines of credit.
Based on our analysis, we believe our existing balances of domestic cash and cash equivalents and our currently anticipated operating cash flows will be sufficient to meet our cash needs arising in the ordinary course of business for the next twelve months and for the longer term.
We may seek to take advantage of opportunities to raise additional capital through debt financing or through public or private sales of securities. If in the future our available liquidity is not sufficient to meet the Company’s operating and debt service obligations as they come due, management would need to pursue alternative arrangements through additional equity or debt financing in order to meet the Company’s cash requirements. There can be no assurance that any such financing would be available on commercially acceptable terms, or at all. As of June 27, 2026, we have not experienced difficulty accessing capital and credit markets, but future volatility in the capital and credit markets may increase costs associated with issuing debt
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instruments or affect our ability to access those markets. In addition, it is possible that our ability to access the capital and credit markets could be limited at a time when we would like, or need, to do so, which could have an adverse impact on our ability to refinance maturing debt and/or react to changing economic and business conditions.
In summary, our cash flows for each period were as follows:
Six months ended
(In millions) June 27, 2026 June 28, 2025
Net cash provided by operating activities $ 339.2 $ 253.9
Net cash used in investing activities (74.6) (174.9)
Net cash used in financing activities (270.1) (40.2)
(Decrease) increase in cash and cash equivalents (6.8) 47.6
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 $339.2 million in the six months ended June 27, 2026, compared to $253.9 million in the six months ended June 28, 2025. This increase was driven by a $32.8 million increase in operating assets and liabilities and a $52.5 million increase of net income adjusted for non-cash reconciling items.
Changes in operating assets and liabilities for the six months ended June 27, 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 customer collections. 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 higher incentive compensation accrual.
Investing activities Cash flows used in investing activities totaled $74.6 million in the six months ended June 27, 2026, compared to cash flows used in investing activities of $174.9 million in the six months ended June 28, 2025. The decrease resulted primarily from a decrease in cash paid for acquisition of property, plant and equipment of $93.7 million.
Financing activities Cash used in financing activities totaled $270.1 million during the six months ended June 27, 2026, compared to cash used in financing activities of $40.2 million during the six months ended June 28, 2025. The increase was primarily due to increased net debt activity of $250.0 million compared to the prior period, partially offset by an increase in proceeds from issuance of common stock of $31.0 million.
Our total dividend payments were $30.8 million in the six months ended June 27, 2026 compared to $30.6 million in the six months ended June 28, 2025. We have paid a cash dividend in each fiscal quarter since the fourth fiscal quarter of 2017. On July 15, 2026, the Company’s board of directors declared a quarterly cash dividend of $0.10 per share to be paid on August 19, 2026 to shareholders of record on the close of business on July 29, 2026.
Other Liquidity and Capital Resources Considerations
Debt
(In millions) June 27, 2026 December 31, 2025
Senior secured term loans B due 2029 at 5.40% (1) $ 200.0 $ 450.0
Senior secured notes due 2029 at 4.75% 1,600.0 1,600.0
Senior unsecured notes due 2030 at 5.95% 895.0 895.0
Senior unsecured notes due 2029 at 3.630% 400.0 400.0
Senior unsecured notes due 2028 at 4.380% 400.0 400.0
Revolving facility due 2031 (2) — —
Total debt (par value) $ 3,495.0 $ 3,745.0
(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%.
(2) Our senior secured revolving credit facility due 2031 (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 1.25%, 1.5% or 1.75% or (ii) a base rate plus an applicable margin of 0.25%, 0.5% or 0.75%, in each case depending on the Company’s first lien net leverage ratio. As of June 27, 2026, the applicable margins were 1.50% and 0.50%, respectively.
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During the three and six months ended June 27, 2026, the Company borrowed and repaid zero and $65.0 million, respectively, under the Revolving Facility. The Revolving Facility has commitments of $750.0 million as of June 27, 2026. There were no borrowings outstanding under the Revolving Facility as of June 27, 2026 and December 31, 2025.
On April 29, 2026, the Company amended the Revolving Facility to provide for, among other things, lending commitments in an aggregate principal amount of up to $750.0 million, up from $575.0 million, and to extend the maturity to April 29, 2031 from July 6, 2027, and to revise the applicable interest rate margins, commitment fees and certain negative covenants.
During the three and six months ended June 27, 2026, the Company repaid 200 million and $250 million, respectively, under the term loans B under our Term Loan Facility.
On July 31, 2026, the Company made a $25 million voluntary debt payment on our Term Loan Facility.
The Amended Credit Agreement contains a maximum first lien net leverage ratio covenant of 5.20 to 1.00, which is tested only when utilization of the Revolving Facility exceeds a specified threshold. Through June 27, 2026, the Company was in compliance with the financial covenant under its debt arrangements.
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 $6.2 million. During the three and six months ended June 27, 2026, there were no borrowings under this line of credit, and no balance was outstanding at June 27, 2026.
Cash and cash equivalents and cash requirements
(In millions) June 27, 2026 December 31, 2025
U.S. $ 65.8 $ 52.4
Non-U.S. 287.8 308.0
Cash and cash equivalents $ 353.6 $ 360.4
Our cash and cash equivalents include cash on hand and highly liquid debt securities with original maturities of three months or less, which are valued at cost and approximate fair value. We utilize a variety of funding strategies in an effort to ensure that our worldwide cash is available in the locations in which it is needed. We have accrued taxes on any earnings that are not indefinitely reinvested.
Cash requirements
We have cash requirements to support working capital needs, capital expenditures, business acquisitions, contractual obligations, commitments, principal and interest payments on debt and other liquidity requirements associated with our operations. We generally intend to use available cash and funds generated from our operations to meet these cash requirements, but in the event that additional liquidity is required we may also borrow under our Revolving Facility.
There were no material changes to the cash requirements described in our Annual Report that were outside the ordinary course of business.
Recently adopted accounting pronouncements Refer to Note 1 to the Company’s condensed consolidated financial statements for a discussion of recently adopted accounting pronouncements.
Recently issued accounting pronouncements Refer to Note 1 to the Company’s condensed consolidated financial statements for a discussion of recently issued but not yet adopted accounting pronouncements.
Non-GAAP Information The Company’s condensed consolidated financial statements are prepared in conformity with GAAP.
The Company also utilizes certain non-GAAP financial measures as a complement to financial measures provided in accordance with GAAP in order to better assess and reflect trends affecting the Company’s business and results of operations. These non-GAAP financial measures include Adjusted EBITDA and Adjusted Operating Income, together with related measures thereof, and Non-GAAP EPS, as well as certain other supplemental non-GAAP financial measures included in the discussion of the Company’s financial results.
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.
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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 (income), 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).
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.
The Company provides supplemental non-GAAP financial measures to help management and investors to better understand our business and believes these measures provide investors and analysts additional meaningful information for the assessment of the Company’s ongoing results. Management also uses these non-GAAP measures to assist in the evaluation of the performance of the Company’s business segments and to make operating decisions.
Management believes the Company’s non-GAAP measures help indicate the Company’s baseline performance before certain gains, losses or other charges that may not be indicative of the Company’s business or future outlook and offer a useful view of business performance in that the measures provide a more consistent means of comparing performance. The Company believes the non-GAAP measures aid investors’ overall understanding of the Company’s results by providing a higher degree of transparency for such items and providing a level of disclosure that will help investors understand how management plans, measures and evaluates the Company’s business performance. Management believes that the inclusion of non-GAAP measures provides greater consistency in its financial reporting and facilitates investors’ understanding of the Company’s historical operating trends by providing an additional basis for comparisons to prior periods.
Management uses Adjusted EBITDA and Adjusted Operating Income to assist it in evaluations of the Company’s operating performance by excluding items that management does not consider as relevant in the results of its ongoing operations. Internally, these non-GAAP measures are used by management for planning and forecasting purposes, including the preparation of internal budgets; for allocating resources to enhance financial performance; for evaluating the effectiveness of operational strategies; and for evaluating the Company’s capacity to fund capital expenditures, secure financing and expand our business.
In addition, and as a consequence of the importance of these non-GAAP financial measures in managing our business, the Company’s board of directors uses non-GAAP financial measures in the evaluation process to determine management compensation.
The Company believes that certain analysts and investors use Adjusted EBITDA, Adjusted Operating Income and Non-GAAP EPS as supplemental measures to evaluate the overall operating performance of firms in the Company’s industry. Additionally, lenders or potential lenders use Adjusted EBITDA measures to evaluate the Company’s creditworthiness.
The presentation of non-GAAP financial measures is not meant to be considered in isolation, as a substitute for, or superior to, financial measures or information provided in accordance with GAAP. Management strongly encourages investors to review the Company’s condensed consolidated financial statements in their entirety and to not rely on any single financial measure.
Management notes that the use of non-GAAP measures has limitations, including but not limited to:
First, non-GAAP financial measures are not standardized. Accordingly, the methodology used to produce the Company’s non-GAAP financial measures may differ notably from the methodology used by other companies and may not be directly comparable to non-GAAP measures reported by other companies.
Second, the Company’s non-GAAP financial measures exclude items such as amortization and depreciation that are recurring. Amortization of intangibles and depreciation have been, and will continue to be for the foreseeable future, a significant recurring expense with an impact upon the Company’s results of operations, notwithstanding the lack of immediate impact upon cash flows.
Third, there is no assurance that the Company will not have future charges for integration costs, restructuring activities, loss on extinguishment of debt or modifications, loss (gain) on sale of businesses, or similar items and, therefore, may need to record additional charges (or credits) associated with such items, including the tax effects thereon. The exclusion of these items in the Company’s non-GAAP measures should not be construed as an implication that these costs are unusual, infrequent or non-recurring.
Management considers these limitations by providing specific information regarding the GAAP amounts excluded from these non-GAAP financial measures and evaluating these non-GAAP financial measures together with their most directly comparable financial measures calculated in accordance with GAAP. The calculations of Adjusted EBITDA, Adjusted Operating Income,
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Non-GAAP Net Income and Non-GAAP EPS, and reconciliations between these financial measures and their most directly comparable GAAP equivalents, are presented below in the accompanying tables.
Reconciliation of GAAP Net Income to Adjusted Operating Income and Adjusted EBITDA
Three months ended Six months ended
(In millions) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
Net sales $ 883.2 $ 792.4 $ 1,695.1 $ 1,565.6
Net income $ 93.6 $ 52.8 $ 185.6 $ 115.7
Net income - as a % of net sales 10.6 % 6.7 % 10.9 % 7.4 %
Adjustments to net income:
Equity in net loss of affiliates — 0.2 0.2 0.5
Income tax expense 16.5 2.8 17.5 11.0
Interest expense 48.6 52.4 97.5 103.4
Interest income (1.9) (1.9) (3.8) (3.3)
Other expense, net 7.8 (0.2) 9.2 1.1
GAAP – Operating income 164.6 106.1 306.2 228.4
Operating margin - as a % of net sales 18.6 % 13.4 % 18.1 % 14.6 %
Restructuring costs (1) 5.6 13.3 9.7 15.7
Amortization of intangible assets (2) 46.1 46.0 92.4 92.1
Adjusted Operating Income 216.3 165.4 408.3 336.2
Adjusted operating margin - as a % of net sales 24.5 % 20.9 % 24.1 % 21.5 %
Depreciation 34.4 51.3 68.5 101.2
Adjusted EBITDA $ 250.7 $ 216.7 $ 476.8 $ 437.4
Adjusted EBITDA – as a % of net sales 28.4 % 27.3 % 28.1 % 27.9 %
(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, (ii) workforce reductions and (iii) the wind-down of the Company’s Life Sciences Fluid Management business.
(2) Non-cash amortization expense associated with intangibles acquired in acquisitions.
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Reconciliation of GAAP Net Income and Earnings per Share to Non-GAAP Net Income and EPS
Three months ended Six months ended
(In millions, except per share data) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
Net income $ 93.6 $ 52.8 $ 185.6 $ 115.7
Adjustments to net income:
Restructuring costs (1) 5.6 13.3 9.7 15.7
Equity investment impairment(2) 6.7 — 6.7 —
Loss on extinguishment of debt (3) 1.7 — 2.2 —
Amortization of intangible assets (4) 46.1 46.0 92.4 92.1
Tax effect of adjustments to net income and discrete tax items (5) (11.0) (11.5) (21.4) (21.4)
Non-GAAP Net Income $ 142.7 $ 100.6 $ 275.2 $ 202.1
Diluted earnings per common share $ 0.61 $ 0.35 $ 1.21 $ 0.76
Effect of adjustments to net income 0.32 0.31 0.58 0.57
Diluted Non-GAAP EPS $ 0.93 $ 0.66 $ 1.79 $ 1.33
Diluted weighted average shares outstanding 153.6 151.9 153.4 152.0
(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 (ii) workforce reductions and (iii) the wind-down of the Company’s Life Sciences Fluid Management business.
(2) Equity impairment loss in 2026.
(3) Loss on extinguishment of debt of our Term Loan Facility in 2026.
(4) Non-cash amortization expense associated with intangibles acquired in acquisitions.
(5) The tax effect of pre-tax adjustments to net income was calculated using the applicable marginal tax rate for each respective year.
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